UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 17, 1996
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
(Exact name of registrant as specified in its charter)
DELAWARE 0-17568 31-1247944
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code (864) 239-1000
Item 2. Acquisition or Disposition of Assets
On January 17, 1996, Aetna Life Insurance Company ("Aetna"), the lender,
foreclosed on Pinecrest Plaza Shopping Center, located in Morehead, Kentucky.
The mortgage note payable matured September 1, 1995, and had been in default
since that date. In the General Partner's opinion, it was not in the
Partnership's best interest to contest the foreclosure action.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
10.88 Deed of the Master Commissioner entered into as of
December 15, 1995 by and between Brunner Companies
Income Properties Limited Partnership II, a
Delaware limited partnership, and AETNA Life
Insurance Company.
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.
BRUNNER COMPANIES INCOME PROPERTIES L.P. II,
a Delaware limited partnership
By: Brunner Management Limited
Partnership, an Ohio limited partnership,
its General Partner
By: 104 Management, Inc., an Ohio corporation,
its General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date: June 11, 1996
DEED OF THE MASTER COMMISSIONER
WHEREAS, in the equitable action of Aetna Life Insurance Company,
Plaintiff, against Brunner Companies Income Properties L.P. II, also known as
Brunner Companies Income Properties Limited Partnership II, a Delaware limited
partnership, Brunner Management Limited Partnership, an Ohio limited
partnership, individually and as a general partner of Brunner Income Properties
L.P. II, and 104 Management, Inc., an Ohio corporation, individually and as a
general partner of Brunner Management Limited Partnership, Defendants, being
Civil Action No. 95-CI-90255 now pending in the Rowan Circuit Court, a Partial
Judgment on the Pleadings and Order of Sale was entered on the 15th day of
December, 1995, directing the Master Commissioner of said court to expose for
sale the hereinafter described property; and
WHEREAS, said property was sold in accordance with said Order on the 17th
day of January, 1996, and the Plaintiff, Aetna Life Insurance Company, became
the purchaser at the price of Four Million One Hundred Dollars ($4,000,100.00),
which the undersigned Commissioner certifies to be the full consideration paid
for the hereinafter described property. Thereafter the Report of said Sale was
approved and confirmed by said Court; and
WHEREAS, an Order was entered directing the Master Commissioner to execute
a deed on behalf of all of the parties to the above-referenced action conveying,
in fee simple, all of their right, title and interest in the hereinafter
described property to Aetna Life Insurance Company, its successors and assigns
forever.
NOW THEREFORE, this Indenture, is made and entered into this 2 day of
February, 1996, by and between B.R. SALYER, MASTER COMMISSIONER OF THE ROWAN
CIRCUIT COURT, whose address is 505 Flemingsburg Road, Morehead, Kentucky 40351,
FOR AND ON BEHALF OF BRUNNER COMPANIES INCOME PROPERTIES L.P. II, also known as
BRUNNER COMPANIES INCOME PROPERTIES LIMITED PARTNERSHIP II, a Delaware limited
partnership, BRUNNER MANAGEMENT LIMITED PARTNERSHIP, an Ohio limited
partnership, individually and as a general partner of BRUNNER INCOME PROPERTIES
L.P. II, AND 104 MANAGEMENT, INC., an Ohio corporation individually and as a
general partner of BRUNNER MANAGEMENT LIMITED PARTNERSHIP, Defendants, the party
of the first part, and AETNA LIFE INSURANCE COMPANY, a Connecticut corporation,
whose mailing address is Real Estate Investments, 242 Trumbull St., Hartford,
Connecticut 06103, Attention William Eller, IG40, the party of the second part.
WITNESSETH: That for and in consideration of the premises and for the
further consideration of the full payment of the purchase price aforesaid, as
appears of record in the above-described action, the party of the first part has
sold and by this writing does hereby grant and convey unto the party of the
second part, its successors and assigns forever, in fee simple, the following
described property, to-wit:
Beginning at an iron pin, corner to property of Hobert Potter, said pin being
located N 00 52' W 62.77 feet from a concrete monument with a brass tablet
which is a common corner to property of the Commonwealth of Kentucky; thence
with the line of Hobert Potter N 00 52' W 169.61 feet to an iron pin, corner to
property of the Church of God, thence with the line of the Church of God N 16
25' W 236.05 feet to an iron pin in the southerly right-of-way line of
Interstate Highway No. 64 (ramp "C"); thence with the southerly right-of-way
line of Interstate Highway No. 64 (ramp"C"), N 73 18' E 91.20 feet; N 72 32' E
168.30 feet; N 73 53' E 450.65 feet; N 71 57' E 212.08 feet; N 72 04' E 80.04
feet; N 70 57' E 258.63 feet; N 80 28' E 86.39 feet; N 76 16' E 95.22 feet to
an iron pin in the west right-of-way line of Kentucky Highway No. 32; thence
with the west right-of-way line of Kentucky Highway No. 32, S 32 59' E 51.93
feet to an iron pin, corner to parcel "A"; thence with the lines of parcel "A" S
53 29' W 139.90 feet to an iron pin; thence N 84 36' W 50.36 feet to an iron
pin; thence S 15 39' E 181.22 feet to an iron pin; thence N 74 21' E 190.00
feet to an iron pin in the west right-of-way line of Kentucky Highway no. 32;
thence with the west right-of-way line of Kentucky Highway No. 32, S 15 44' E
3.00 feet to an iron pin; thence s 15 39' E 228.46 feet to an iron pin, corner
to parcel "C"; thence with lines of parcel "C", S 74 21' W 30.84 feet to an
iron pin; N 15 39' W 16.86 feet to an iron pin; S 81 21' W 87.53 feet to an
iron pin; S 87 52' W 103.44 feet to an iron pin; S 71 17' W 25.38 feet to an
iron pin; S 77 43' W 19.01 feet to an iron pin; S 9 56' E 3.56 feet to an iron
pin, corner to property of Hobert Potter (leased to Gordon Lambert); thence with
the line of Hobert Potter S 04 51' E 280.67 feet to an iron pin located in the
right-of-way line of Pinecrest Lane; thence with the northerly right-of-way line
of Pinecrest Lane N 61 34' W 30.17 feet to a point; thence N 16 36' W 150.00
feet to a P.K. Nail; thence S 73 24' W 247.26 feet to a P.K. Nail; thence S 82
21' W 931.14 feet to the point of beginning: Containing an area of 15.915
acres, together with that permanent easement for ingress and egress described as
follows: Beginning at a nail and cap at the corner of The Peoples Bank of
Morehead property and the western right-of-way line of Kentucky Highway No. 32;
thence S 74 32' W 244.64 feet to a corner with the property herein conveyed;
thence S 04 51' E 50.90 feet to the property of Potter; thence with Potter N
74 32' E 244.64 feet to the right-of-way of Kentucky Highway No. 32; thence
with the right-of-way of Kentucky Highway No. 32, N 04 51' W 50.90 feet to the
point of beginning (the "Property").
Being the same property conveyed to Brunner Companies Income Properties L.P. II
(the "Mortgager"), by deed dated December 19, 1988, recorded in Deed Book 144,
page 513, Rowan County Clerk's office, said property having been acquired by
Tennessee & Associates-III (Morehead), by deeds recorded in Deed Book 139, Page
217, Deed Book 139, Page 256, Deed Book 139, Page 249, Deed Book 139, Page 246,
all of the Rowan County Clerk's Office. (The property described in these deeds
was recombined in a deed recorded in Deed Book 139, Page 260, Rowan County
Clerk's Office).
TOGETHER WITH all rents, issues, profits, royalties, income and other benefits
derived from the Property (collectively the "Rents"), subject to the right,
power and authority hereinafter given to the Mortgagor (Brunner Companies Income
Properties L.P.II) to collect and apply such Rents. The Rents have also been
assigned to the Mortgagee (Aetna Life Insurance Company) pursuant to a separate
Assignment of Rents and Leases of even date herewith (hereinafter referred to as
the "Assignment of Rents");
TOGETHER WITH all leasehold estate, right, title and interest of the Mortgagor
in and to all leases or subleases covering the Property or any portion thereof
now or hereafter existing or entered into, and all right, title and interest of
the Mortgagor thereunder, including, without limitation, all cash or security
deposits, advance rentals and deposits or payments of similar nature;
TOGETHER WITH all right, title and interest of the Mortgagor in and to all
options to purchase or lease the Property or any portion thereof or interest
therein, and any greater estate in the Property owned or hereafter acquired;
TOGETHER WITH all interests, estate or other claims, both in law and in equity,
which the Mortgagor now has or may hereafter acquire in the Property;
TOGETHER WITH all easements, right-of-way and rights used in connection
therewith or as a means of access thereto and all tenements, hereditaments and
appurtenances thereof and thereto;
TOGETHER WITH all right, title and interest of the Mortgagor, now owned or
hereafter acquired, in and to any land lying within the right-of-way of any
street, open or proposed, adjoining the Property, and any and all sidewalks,
alleys and strips and gores of land adjacent to or used in connection with the
Property;
TOGETHER WITH any and all buildings and improvements now or hereafter erected
thereon, including, but not limited to, the fixtures, attachments, appliances,
equipment, machinery, and other articles attached to the buildings and other
improvements on the Property (hereinafter called the "Improvements");
TOGETHER WITH all right, title and interest of the Mortgagor in and to all
tangible personal property owned by the Mortgagor and now or at any time
hereafter located on or at the Property or used in connection therewith,
including, but not limited to: all goods, machinery, tools, insurance proceeds
and refunds of insurance premiums, equipment (including fire sprinklers and
alarm systems, office air conditioning, heating, refrigerating, electronic
monitoring, entertainment, recreational, window or structural cleaning rigs,
maintenance, exclusion of vermin or insects, removal of dust, refuse or garbage
and all other equipment of every kind), lobby and all other indoor and outdoor
furniture (including tables, chairs, planters, desks, sofas, shelves, lockers
and cabinets), wall beds, wall safes, furnishings, appliances (including ice
boxes, refrigerators, fans, heaters, stoves, water heaters and incinerators),
inventory, rugs, carpets and other floor coverings, draperies and drapery rods
and brackets, awnings, window shades, venetian blinds, curtains, lamps,
chandeliers and other lighting fixtures and office maintenance and other
supplies; and any proceeds (including insurance proceeds) of the foregoing, any
additions and accessions thereto, and any replacements or renewals of all of the
foregoing (all of the foregoing tangible and intangible personal property being
hereafter referred to as the "Personal Property");
TOGETHER WITH all proceeds arising from or by virtue of the sale, lease or other
disposition of any of the real or personal property described herein; all
proceeds (including premium refunds) payable or to be payable under each policy
of insurance relating to the Improvements; to the extent permitted by law, all
proceeds arising from the taking of all or a part of the real property or any
rights appurtenant thereto, including without limitation any awards for
severance damages and any awards resulting from a change of grade of streets,
curb cuts or other rights of access, for any public or quasi-public use under
any law, or by the right of eminent domain, or by private or other purchase in
lieu thereof; and all other interest of every king and character which the
Mortgagor now has or at any time hereafter acquires, in and to the real and
personal property described herein, and all property which is used or useful in
connection therewith, including rights of ingress and egress and all
reversionary rights or interest of the Mortgagor with respect to such property;
and any proceeds thereof (including insurance proceeds), any additions and
accessions thereto, and any replacements or renewals of all of the foregoing;
TOGETHER WITH all the estate, interest, right, title other claim or demand,
including claims or demands with respect to the proceeds (including premium
refunds) of insurance in effect with respect to the Premises, as herein defined,
which the Mortgagor now has or may hereafter acquire in the Property and
Improvements, and any and all awards made for the taking by eminent domain, or
by any proceeding or purchase in lieu thereof, of the whole or any part of the
estate, property and interest conveyed to the Mortgagee;
TOGETHER WITH all (to the full extent legally assignable) licenses, permits and
authorizations (issued in the name of the Mortgagor) necessary for the operation
of the Property and Improvements as a shopping center (the entire estate,
property and interest hereby conveyed to the Mortgagee is herein referred to as
the "Premises").
TO HAVE AND TO HOLD the above described property, together with all of the
rights, privileges and appurtenances thereunto belonging unto the party of the
second part, its successors and assigns forever.
This conveyance is made by said Commissioner only in his official capacity
and does not imply any personal liability therefore.
IN TESTIMONY WHEREOF, the said B.R. Salyer, as Master Commissioner, has
hereunto subscribed his name this 2 day of February, 1996.
/s/ B.R. Salyer
B.R. SALYER, MASTER COMMISSIONER
ROWAN CIRCUIT COURT
EXAMINED AND APPROVED THIS
2 DAY OF FEBRUARY 1996.
/s/William B. Mains
JUDGE, ROWAN CIRCUIT COURT
STATE OF KENTUCKY
ROWAN CIRCUIT COURT
DATED:2/2/96
The Master Commissioner produced to the Court the foregoing Deed to Aetna
Life Insurance Company, which was examined and approved by the Court and the
said Commissioner acknowledged the same to be his act and deed; and the
foregoing instrument was acknowledged, subscribed and sworn to before me by the
said Commissioner; whereupon the same was ordered to be and is hereby certified
to the proper office for record.
ATTEST:
/s/ Jim Barker , CLERK
ROWAN CIRCUIT COURT
By: Connie Bowman, D.C.
The undersigned party of the second part hereby certifies that the
purchase price heretofore set forth is the full consideration paid for the above
described property.
AETNA LIFE INSURANCE COMPANY
By: /s/William J. Wienke
Its: V.P.
STATE OF Connecticut
COUNTY OF Hartford
Subscribed and sworn to before me this 12 day of February, 1996 by
/s/William J. Wienke as Vice President of Aetna Life Insurance Company, a
Connecticut corporation, on behalf of said corporation.
Sandra Elizabeth Leavitt
Notary Public
My Commission expires: MY COMMISSION EXPIRES JULY 31, 1999.
[AFFIX NOTARY SEAL] /s/Sandra Elizabeth Leavitt
NOTARY PUBLIC
THIS INSTRUMENT PREPARED BY:
/s/ Janet M. Graham
WYATT, TARRANT & COMBS
250 West Main Street
Suite 1500
Lexington, KY 40507
