SOUTHEASTERN INCOME PROPERTIES II LP
8-K, 1999-04-14
REAL ESTATE
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                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549


                                 FORM 8-K


                          Current Report Pursuant
                       to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

    Date of report (Date of earliest event reported) April 9, 1999

        Southeastern Income Properties II Limited Partnership
        -----------------------------------------------------
        (Exact Name of Registrant as Specified in Its Charter)

                             Virginia
             ---------------------------------------------
             (State or Other Jurisdiction of Incorporation)

            0-17461                              54-2839837
   ------------------------         -----------------------------------
   (Commission File Number)         (I.R.S. Employer Identification No.)

    5 Cambridge Center, Cambridge, Massachusetts                 02142
    --------------------------------------------                ----------
      (Address of Principal Executive Offices)                  (Zip Code)

                              (617) 234-3000
           ---------------------------------------------------
           (Registrant's Telephone Number, Including Area Code)

                                    N/A
       -------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)


<PAGE>



Item 2.  Acquisition or Disposition of Assets

         On April 9,  1999,  the  Registrant  sold its last  remaining  property
Hunters Creek Apartments located in Charlottesville, Virginia to an unaffiliated
third party for a purchase price of $7,750,000.  Net proceeds to the Registrant,
after   satisfaction   of  closing   costs  and  mortgage   indebtedness,   were
approximately  $3,400,000.  It is expected that the sale will generate a gain of
approximately  $2,200,000  for financial  reporting  purposes and  approximately
$4,000,000 for tax purposes.  In addition,  it is expected that all or a portion
of the net proceeds will be distributed to the Registrant's  partners during the
second quarter of 1999.

         As a result of this  sale,  all of the  Registrant's  assets  have been
liquidated and,  pursuant to the terms of the Registrant's  agreement of limited
partnership, the Registrant will be dissolved.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (b)  Pro Forma Financial Information:
         The  required  pro forma  financial  information  is omitted as Hunters
Creek  Apartments  was  the  Registrant's  remaining  asset.  Accordingly,   the
Registrant would not have had any operations without Hunters Creek Apartment.



<PAGE>


                                   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 this 12th day of December, 1999.

                                  SOUTHEASTERN INCOME PROPERTIES II
                                  LIMITED PARTNERSHIP

                                  By: Winthrop Southeastern Limited
                                      Partnership, Its General Partner

                                      By:  Eight Winthrop Properties, Inc.,
                                           Its General Partner

                                           By:  /s/ Michael Ashner   
                                                ----------------------
                                                Michael Ashner
                                                Chief Executive Officer
                                                and President





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