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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT: OCTOBER 24, 1998
(DATE OF EARLIEST EVENT REPORTED) MAY 31, 1998
DIVALL INSURED INCOME FUND LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Wisconsin 0-16722 39-6845083
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
101 West 11th Street, Suite 1110, Kansas City, Missouri 64105
(Address of principal executive offices)
(816) 421-7444
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
As outlined in the consent statement to Limited Partners dated April 23, 1998
(the "Consent Statement"), The Provo Group, Inc. ("General Partner") has
solicited on behalf of DiVall Insured Income Fund Limited Partnership (the
"Partnership"), the consent of the Limited Partners to sell the Partnership's
remaining properties and to liquidate the Partnership. Pursuant to the
Partnership's Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), Limited Partners holding more than 50% of the
Partnership's interests ("Units") are required to approve the liquidation. As
of May 31, 1998, Limited Partners holding a majority of the outstanding
Partnership Units had approved the sale and liquidation. Reference is made to
the definitive Consent Statement filed with the Securities and Exchange
Commission on April 24, 1998.
ITEM 2. DISPOSITION OF ASSETS
On October 9, 1998, the Partnership completed the sale of all of its Properties
to U.S. Restaurant Properties, Operating Limited Partnership (the "Buyer"), an
unaffiliated third party, for the gross proceeds of $17,780,000. The sale price
received for each of the Properties was determined through a closed bid process,
on terms determined by the General Partner. The sales price received was in
excess of 90% of the appraised value of the Properties.
After payment of all outstanding liabilities and remaining general and
administrative expenses of the Partnership, the General Partner intends to make
a liquidating distribution to Limited Partners in December 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIVALL INSURED INCOME FUND
LIMITED PARTNERSHIP
BY: THE PROVO GROUP, INC.
GENERAL PARTNER
DATE: OCTOBER 24, 1998 BY: /s/ BRUCE A. PROVO
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TITLE: PRESIDENT
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