FORM 10-KSB--Annual or Transitional Report
Under Section 13 or 15(d)
(As last amended by 34-31905 eff. 4/26/93)
[X] Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-17568
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
(Name of small business issuer in its charter)
Delaware 31-1247944
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $2,373,346
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1995. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated November 4, 1988 (included in
Registration Statement, No.33-24334, of Registrant) are incorporated by
reference into Parts I and III.
PART I
Item 1. Description of Business
Brunner Companies Income Properties L.P. II (the "Partnership" or
"Registrant") is a Delaware limited partnership formed in August 1988.
Brunner Management Limited Partnership ("General Partner"), an Ohio corporation
formed in February 1988, is the sole general partner of the Partnership. 104
Management, Inc. ("Managing General Partner"), an Ohio corporation formed in
February 1988, is the sole general partner of the General Partner, and in that
capacity manages the business of the Partnership.
As of December 31, 1995, the Partnership had 856,350 units of Class A
Limited Partnership Interest ("Units") and 8,650 units of Class B Limited
Partnership Interest ("Subordinated Interest") issued and outstanding. The
Class B Limited Partnership Interests were issued by the Partnership to certain
affiliates of the Managing General Partner. Holders of the Units are referred
to as "Unitholders," holders of the units of Subordinated Interest are referred
to as "Subordinated Limited Partners," and Unitholders and Subordinated Limited
Partners are collectively referred to as "Limited Partners." Limited Partners
are not required to make any additional capital contributions. There are only
two differences between the Class A and Class B limited partnership interests.
First, the holders of Class A units are entitled to receive their Class A
Priority Return before the holders of Class B units are entitled to receive any
portion of their Class B Priority Return. Second, holders of Class B units, if
such holders are affiliates of the General Partner, are not entitled to vote
upon the removal of the General Partner or upon consideration of a sale of any
Retail Center to the General Partner or any affiliate of the General Partner.
The offering terminated on December 20, 1988. Upon termination of the
offering, the Partnership had accepted subscriptions for 856,350 Units and 8,650
units of Subordinated Interest for aggregate gross proceeds of $8,586,170. All
of the proceeds from the offering were invested in the Registrant's properties.
The Partnership was in the business of owning and operating four regional
shopping centers: Cunningham Place and Hampton Plaza, Clarksville, Tennessee;
Cumberland Plaza, McMinnville, Tennessee; and Pinecrest Plaza, Morehead,
Kentucky (the "Retail Centers"). Cunningham Place, Hampton Plaza and Cumberland
Plaza were foreclosed on by the lender in December of 1995. In January of 1996,
the lender foreclosed on Pinecrest Plaza, the Partnership's last remaining
property. Due to the impending foreclosures, in September of 1995, the
Registrant adopted the liquidation basis of accounting. See "Item 6,"
"Management's Discussion and Analysis" for a discussion of the impact of this
accounting change.
The Registrant had no employees and management and administrative services
were performed by affiliates of Insignia Financial Group, Inc. ("Insignia").
The property manager was responsible for the day-to-day operations of each
property. The Managing General Partner had also selected an affiliate of
Insignia to provide real estate advisory and asset management services to the
Partnership.
As advisor, such affiliate provided all partnership accounting and
administrative services, investment management, and supervisory services over
property management and leasing. For a further discussion of property and
partnership management, see "Item 12," which descriptions are herein
incorporated by reference.
Item 2. Description of Properties
On December 21, 1995, the lender foreclosed on Cumberland Plaza Shopping
Center, located in McMinnville, Tennessee. In addition, on December 26, 1995,
the lender foreclosed on Cunningham Place Shopping Center and Hampton Plaza
Shopping Center, both located in Clarksville, Tennessee. These properties were
not generating sufficient cash flow to cover monthly operating expenses and meet
debt service obligations. Throughout 1995, the Managing General Partner had
marketed the properties for sale and sought to refinance the mortgage notes
payable on a long-term basis. These efforts proved unsuccessful and the
mortgage notes matured on September 1, 1995. Also, due to similar conditions
stated above, the lender foreclosed on Pinecrest Plaza, located in Morehead,
Kentucky in January of 1996.
Item 3. Legal Proceedings
The Registrant is unaware of any pending or outstanding litigation that is
not of a routine nature. The Managing General Partner of the Registrant
believes that all such pending or outstanding litigation will be resolved
without a material adverse effect upon the business or financial condition of
the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year ended December 31, 1995, no
matters were submitted to a vote of the Unitholders through the solicitation of
proxies or otherwise.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Market and Holders
As of December 31, 1995, the number of holders of record of Limited
Partnership Units and Subordinated Interest Units was approximately 579 and one,
respectively. Neither the Units nor the Subordinated Interest are traded on any
established public trading market. See "Security Ownership of Certain
Beneficial Owners and Management", "Item 11."
No distributions were made during 1995 or 1994. In 1996, the Registrant
intends to pay its accrued expenses, distribute any remaining cash to the
partners and liquidate the partnership.
Item 6. Management's Discussion and Analysis
On September 30, 1995, the Partnership adopted the liquidation basis of
accounting. Throughout 1995, the Managing General Partner marketed the
Partnership's properties for sale and sought to refinance the mortgage notes
payable on a long-term basis. These efforts were unsuccessful, the mortgage
notes payable matured on September 1, 1995, and the lender indicated its intent
to foreclose on the properties. On December 21, 1995, the lender foreclosed on
Cumberland Plaza, located in McMinnville, Tennessee. Subsequently, on December
26, 1995, the lender foreclosed on Cunningham Place and Hampton Plaza, both
located in Clarksville, Tennessee. On January 17, 1996, the lender foreclosed
on Pinecrest Plaza, located in Morehead, Kentucky. As a result of the
foreclosures, the Partnership will be liquidated in 1996.
As a result of the foregoing, the Partnership changed its basis of
accounting for its financial statements at September 30, 1995, from the going
concern basis of accounting to the liquidation basis of accounting.
Consequently, assets have been valued at estimated net realizable value and
liabilities are presented at their estimated settlements amounts, including
estimated costs associated with carrying out the liquidation. The valuation of
assets and liabilities necessarily requires many estimates and assumptions and
there are substantial uncertainties in carrying out the liquidation. The actual
realization of assets and settlement of liabilities could be higher or lower
than amounts indicated and is based upon the Managing General Partner's
estimates as of the date of the financial statements.
The investment properties were adjusted to their estimated net realizable
value. The net realizable value for Pinecrest was calculated based on purchase
offers received by the Managing General Partner. Prior to the change from the
going concern basis to the liquidation basis of accounting, investment
properties were stated at the lower of cost or estimated fair value.
The statement of net assets in liquidation as of December 31, 1995,
includes $164,849 of accrued costs that the Managing General Partner estimates
will be incurred during the period of liquidation, based on the assumption that
the liquidation process will be completed during the first quarter of 1996. The
costs include cash flow payments required to be paid to the lender, settlement
of outstanding liabilities and anticipated costs to terminate the Partnership.
Because the success in realization of assets and the settlement of liabilities
is based on the Managing General Partner's best estimates, the liquidation
period may be shorter than projected or it may be extended beyond the projected
period.
For the three months ended December 31, 1995, the Partnership recorded an
increase in net assets in liquidation of $13,000. The increase is primarily due
to actual expenses being less than original estimates of the operating costs for
the three properties of the Partnership foreclosed on in the fourth quarter of
1995. Partially offsetting the increase in net assets in liquidation was an
increase in estimated costs during the liquidation period due to additional
costs related to the foreclosure of Pinecrest Plaza not occurring until January
1996.
Item 7. FINANCIAL STATEMENTS
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Statement of Net Assets in Liquidation - December 31, 1995
Statement of Changes of Net Assets in Liquidation - Three months
ended December 31, 1995
Statements of Operations Nine months ended September 30, 1995 and
year ended December 31, 1994
Statement of Changes in Partners' Capital/Net Assets in
Liquidation - Nine months ended September 30, 1995
Statements of Cash Flows Nine months ended September 30, 1995 and
year ended December 31, 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Brunner Companies Income Properties L.P. II
We have audited the statements of operations, changes in partners capital/net
assets in liquidation and cash flows of Brunner Companies Income Properties L.P.
II for the nine months ended September 30, 1995 and the year ended December 31,
1994. In addition, we have audited the statement of net assets in liquidation
as of December 31, 1995 and the statement of changes in net assets in
liquidation for the three months then ended. These financial statements are the
responsibility of the Partnership s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership s management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
As described in Note A to the financial statements, due to the imminent disposal
of its investment properties, the Managing General Partner of the Partnership
decided, effective September 30, 1995, to liquidate the Partnership. As a
result, the Partnership has changed its basis of accounting as of September 30,
1995 from the going concern basis to a liquidation basis.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Brunner
Companies Income Properties L.P. II for the nine months ended September 30, 1995
and the year ended December 31, 1994, its net assets in liquidation as of
December 31, 1995, and the changes in net assets in liquidation for the period
from October 1, 1995 to December 31, 1995, in conformity with generally accepted
accounting principles applied on the bases described in the preceding
paragraph.
ERNST & YOUNG LLP
Greenville, South Carolina
February 19, 1996
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
STATEMENT OF NET ASSETS IN LIQUIDATION
December 31, 1995
Assets
Cash:
Unrestricted $ 169,768
Restricted-tenant security deposits 5,470
Accounts receivable 2,883
Tax and insurance escrows 46,504
Restricted escrow 135,564
Investment property (Notes A and B) 6,133,000
6,493,189
Liabilities
Accounts payable 1,670
Tenant security deposits 5,470
Accrued taxes 41,936
Other liabilities 58,264
Mortgage note payable, in default
(Notes A and B) 6,133,000
Estimated costs during the period of
liquidation (Notes A and B) 164,849
6,405,189
Net assets in liquidation (Note A) $ 88,000
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
Three Months Ended
December 31, 1995
Net assets in liquidation at September 30, 1995 $ 75,000
Changes in net assets in liquidation attributable to:
Increase in unrestricted cash 58,755
Decrease in restricted cash-tenant security deposits (10,714)
Decrease in accounts receivable (19,389)
Decrease in tax and insurance escrows (102,838)
Decrease in restricted escrow (149,340)
Decrease in investment properties (18,589,420)
Decrease in accounts payable 5,101
Decrease in tenant security deposits 11,514
Decrease in accrued taxes 130,230
Decrease in other liabilities 103,076
Decrease in mortgage notes payable 18,589,420
Increase in estimated costs during the
period of liquidation (13,395)
Net assets in liquidation at December 31, 1995 $ 88,000
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, December 31,
1995 1994
<S>
Revenues: <C> <C>
Rental income $2,357,860 $ 3,170,080
Other income 15,486 299,901
Total revenues 2,373,346 3,469,981
Expenses:
Operating 192,880 305,271
General and administrative 85,625 128,467
Property management fees 75,612 142,815
Depreciation 727,860 987,530
Amortization 25,871 31,582
Interest 2,161,673 2,637,687
Property taxes 172,556 220,426
Write down of property (Note F) -- 391,089
Tenant Reimbursements (219,760) (333,114)
Total expenses 3,222,317 4,511,753
Adjustment to liquidation
basis (Notes A and B) 130,142 --
Net loss $ (718,829) $(1,041,772)
Net loss allocated to general partner (1%) $ (7,188) $ (10,418)
Net loss allocated to Class A
limited partners (98.01%) (704,525) (1,021,041)
Net loss allocated To Class B
limited partners (.99%) (7,116) (10,313)
$ (718,829) $(1,041,772)
Net loss per limited partnership unit $ (.82) $ (1.19)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
STATEMENT OF CHANGES IN PARTNERS' CAPITAL/NET ASSETS IN LIQUIDATION
<TABLE>
<CAPTION>
General Limited Partners
Partner Class A Class B Total
<S> <C> <C> <C> <C>
Partners' (deficit) capital at
December 31, 1993 $(41,976) $ 1,842,319 $ 35,258 $1,835,601
Net loss for the year ended
December 31, 1994 (10,418) (1,021,041) (10,313) (1,041,772)
Partners' (deficit) capital at
December 31, 1994 (52,394) 821,278 24,945 793,829
Net loss for the nine months
ended September 30, 1995 (7,188) (704,525) (7,116) (718,829)
Net assets in liquidation
at September 30, 1995 $(59,582) $ 116,753 $ 17,829 $ 75,000
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (718,829) $(1,041,772)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Adjustment to liquidation basis (130,142) --
Depreciation 727,860 987,530
Amortization of loan costs and
leasing commissions 105,499 38,832
Write down of property -- 391,089
Change in accounts:
Restricted cash (4,317) (4,340)
Accounts receivable 20,564 (26,250)
Tax and insurance escrows 71,484 (10,784)
Other assets (155,255) (45,251)
Accounts payable (19,415) 14,180
Tenant security deposit liabilities 5,117 4,340
Accrued taxes (46,067) 7,669
Other liabilities 77,152 93,407
Net cash (used in) provided by operating
activities (66,349) 408,650
Cash flows from investing activities:
Property improvements and replacements (209,766) --
Deposits to restricted escrow (675,402) --
Receipts from restricted escrow 390,498 --
Net cash used in investing activities (494,670) --
Cash flows from financing activities:
Loan extension costs (57,878) (29,000)
Net cash used in financing activities (57,878) (29,000)
Net (decrease) increase in cash (618,897) 379,650
Cash at beginning of period 729,910 350,260
Cash at end of period $ 111,013 $ 729,910
Supplemental disclosure of cash information:
Cash paid for interest $2,009,277 $2,557,625
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
BRUNNER COMPANIES INCOME PROPERTIES L.P. II
Notes to Financial Statements
December 31, 1995
Note A - Basis of Presentation
On September 30, 1995, the Partnership adopted the liquidation basis of
accounting. Throughout 1995, the Managing General Partner marketed the
Partnership's properties for sale and sought to refinance the mortgage notes
payable on a long-term basis. These efforts were unsuccessful, the mortgage
notes payable matured on September 1, 1995, and the lender indicated its intent
to foreclose on the properties. On December 21, 1995, the lender foreclosed on
Cumberland Plaza, located in McMinnville, Tennessee. Subsequently, on December
26, 1995, the lender foreclosed on Cunningham Place and Hampton Plaza, both
located in Clarksville, Tennessee. On January 17, 1996, the lender foreclosed
on Pinecrest Plaza, located in Morehead, Kentucky. As a result of the
foreclosures, the Partnership will be liquidated in 1996.
As a result of the foregoing, the Partnership changed its basis of
accounting for its financial statements at September 30, 1995, from the going
concern basis of accounting to the liquidation basis of accounting.
Consequently, assets have been valued at estimated net realizable value and
liabilities are presented at their estimated settlement amounts, including
estimated costs associated with carrying out the liquidation. The valuation of
assets and liabilities necessarily requires many estimates and assumptions and
there are substantial uncertainties in carrying out the liquidation. The actual
realization of assets and settlement of liabilities could be higher or lower
than amounts indicated and is based upon the Managing General Partner's
estimates as of the date of the financial statements.
The investment properties were adjusted to their estimated net realizable
value. The net realizable value for Pinecrest was calculated based on purchase
offers received by the Managing General Partner. Prior to the change from the
going concern basis to the liquidation basis of accounting, investment
properties were stated at the lower of cost or estimated fair value.
The statement of net assets in liquidation as of December 31, 1995, includes
$164,849 of accrued costs that the Managing General Partner estimates will be
incurred during the period of liquidation, based on the assumption that the
liquidation process will be completed during the first quarter of 1996. The
costs include cash flow payments required to be paid to the lender, settlement
of outstanding liabilities, and anticipated costs to terminate the Partnership.
Because the success in realization of assets and the settlement of liabilities
is based on the Managing General Partner's best estimates, the liquidation
period may be shorter than projected or it may be extended beyond the projected
period.
Note B - Adjustment to Liquidation Basis of Accounting
At September 30, 1995, in accordance with the liquidation basis of
accounting, assets were adjusted to their estimated net realizable value and
liabilities were adjusted to their settlement amount including estimated costs
associated with carrying out the liquidation. The net adjustment required to
convert to the liquidation basis of accounting was an increase in net assets of
$130,142. Significant adjustments are summarized as follows:
Increase (Decrease)
in Net Assets
Adjustment from book value of investment
properties to estimated net realizable value $(2,307,665)
Adjustment to record estimated liabilities
associated with the liquidation (Note A) (151,454)
Adjustment of debt to settlement amount 2,927,580
Adjustment of other assets and liabilities (338,319)
Net increase in net assets $ 130,142
.
Note C Organization and Significant Accounting Policies
Organization: Brunner Companies Income Properties L.P. II (the "Partnership" or
"Registrant"), a Delaware limited partnership, was formed on August 26, 1988,
for the purpose of acquiring and operating the following retail centers:
Hampton Plaza, a 189,372 square foot retail center in Clarksville, Tennessee;
Cunningham Place, a 149,744 square foot retail center in Clarksville, Tennessee;
Pinecrest Plaza, a 149,805 square foot retail center in Morehead, Kentucky; and
Cumberland Plaza, a 146,951 square foot retail center in McMinnville, Tennessee
(collectively referred to as the "Retail Centers"). The Seller of these Retail
Centers was related to the then general partners of the Partnership.
The general partner of the Partnership is Brunner Management Limited Partnership
("General Partner"). The General Partner is an Ohio limited partnership whose
general partner is 104 Management, Inc. ("Managing General Partner") and whose
limited partner is a shareholder of 104 Management, Inc. On March 5, 1993, IBGP,
Inc., an affiliate of Insignia Brunner L.P., acquired a majority of the
outstanding stock of 104 Management, Inc. IBGP, Inc. is an indirect wholly-
owned subsidiary of Metropolitan Asset Enhancement L.P. ("MAE"), an affiliate of
Insignia Financial Group, Inc., ("Insignia").
As a result of this transaction, IBGP, Inc. effectively controls the Managing
General Partner of the Partnership.
Note C Organization and Significant Accounting Policies (continued)
Cash:
Unrestricted - Unrestricted cash includes cash on hand and in banks and
money market funds. At certain times the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Restricted cash - tenant security deposits - The Partnership required
security deposits from new lessees for the duration of the lease and such
deposits are considered restricted cash. Deposits are included in the lender's
collateral and will be released to the lender upon foreclosure.
Depreciation: Buildings and improvements were depreciated on the straight-line
basis over estimated useful lives of 5 to 31.5 years, tenant improvements were
depreciated over the terms of the leases and lease acquisition costs were
amortized on a straight-line basis over the remaining terms of the leases
through September 30, 1995. No depreciation was recorded subsequent to
September 30, 1995, under the liquidation basis of accounting.
Leases: Certain leases of the Partnership contained stated rental increases
during their term. For these leases with fixed rental increases, rents were
recognized on a straight-line basis over the terms of the lease. This straight-
line basis recognized more in rental income than was collected in 1995 and prior
years. At September 30, 1995, deferred rent was written off to adjust to the
liquidation basis of accounting.
Amortization: Loan costs were being amortized on a straight-line basis over the
lives of the loans. At September 30, 1995, unamortized loan costs were written
off in the adjustment to liquidation basis because the Partnership determined
that these intangible assets no longer have value.
Leasing commissions were being amortized on a straight-line basis over the terms
of the leases. At September 30, 1995 unamortized leasing commissions were
written off in the adjustment to liquidation basis because the Partnership
determined that these intangible assets no longer have value.
Partnership Allocations: Taxable income or loss from operations was allocated
98.01% to the Class A Limited Partners, .99% to the Class B Limited Partners and
1% to the General Partner.
Note C - Organization and Significant Accounting Policies (continued)
Reclassifications:
Certain reclassifications have been made to the 1994 information to conform
to the 1995 presentation
Note D Partnership Dissolution
Upon dissolution, as defined in the partnership agreement, the affairs and
business of the Partnership shall be wound up and terminated, the Partnership's
liabilities shall be discharged and the liquidation proceeds shall be
distributed in the following manner:
First, to the payment of debts and liabilities of the Partnership
(including any loans from any partner to the Partnership) and the
payment of expenses of the winding up of the affairs and business of
the Partnership.
Second, to the setting up of any reserves (to be held by the
Liquidation Manager in an interest-bearing account) which the
Liquidation Manager may deem necessary or appropriate for any
contingent or unforeseen liabilities or obligations of the
Partnership; provided, however, that at the expiration of such time as
the Liquidation Manager deems necessary or appropriate, the balance of
such reserves remaining after payment of such obligations shall be
distributed by the Liquidation Manager in the manner hereinafter set
forth:
The balance, if any, of such liquidation proceeds shall be distributed
to the Partners in accordance with the positive balances in their
Capital Accounts.
If any Limited Partner shall have a deficit Capital Account, the
actual distribution to such Limited Partner shall be equal to the
distribution to such Limited Partner less the amount of the deficit
Capital Account balance of such Limited Partner.
If the Partnership is liquidated and the General Partner has an
Adjusted Capital Account Deficit (after giving effect to all
contributions, distributions and allocation for all taxable years,
including the year during which such liquidation occurs), then such
General Partner shall contribute to the capital of the Partnership
the amount necessary to restore the Capital Account to zero.
Note E Contingencies
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
Note F - Write-Down of Commercial Property
During 1994, Cunningham Plaza experienced cash flow difficulties as a result of
a highly competitive rental market. Accordingly, in the fourth quarter of 1994,
the Partnership recorded a valuation write-down to reduce the carrying costs of
the assets based on estimated fair value. Contributing to the write-down was
the vacancy of Wal-Mart during 1994, which occupied 81,922 square feet. The
write-down resulted in a charge to operations of $391,089 for the year ended
December 31, 1994.
Note G - Income Taxes
The Partnership is classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
Differences between the net loss as reported and Federal taxable loss result
primarily from (1) write-down of property, (2) depreciation over different
methods and lives and on differing cost bases of investment properties, (3)
change in rental income received in advance, and (4) prepaid insurance. The
following is a reconciliation of reported net loss and Federal taxable loss:
1994
Net loss as reported $(1,041,772)
Add (deduct):
Depreciation differences 74,163
Prepaid insurance (1,154)
Unearned income 5,744
Miscellaneous 9,007
Write-down of commercial property 391,089
Federal taxable loss $ (562,923)
Federal taxable loss per limited
partnership unit $ (.64)
For the year ended December 31, 1995, the Federal Taxable loss was $1,598,466 or
$(1.83) per limited partnership unit.
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $ 88,000
Adjustment to liquidation basis 463,542
Accumulated depreciation 41,190
Syndication 869,740
Other 771
Net assets - Federal tax basis $1,463,243
Note H Transactions with Affiliated and Certain Other Parties
The Partnership has no employees and is dependent on the Managing General
Partner and affiliates of Insignia for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to
affiliates of Insignia in 1995 and 1994:
1995 1994
Property management fees $100,879 $142,815
Leasing commissions 106,964 31,132
Reimbursement for services of affiliates 43,404 43,404
Note I - Subsequent Events
On January 17, 1996, the lender foreclosed on the Partnership's remaining
property, Pinecrest Plaza. Throughout 1995, the Managing General Partner had
marketed the property for sale and sought to refinance the mortgage note payable
on a long-term basis. These efforts were unsuccessful, the mortgage note payable
matured September 1, 1995, and the lender indicated its intent to foreclose on
the property. In the Managing General Partner's opinion, it was not in the
Partnership's best interest to contest the foreclosure action. In 1996, the
Partnership intends to liquidate and, accordingly, pay its accrued liabilities
and liquidation costs and distribute any remaining cash to the Partners.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
The Registrant has no officers or directors. The Managing General Partner
manages and controls the Registrant and has general responsibility and authority
in all matters affecting its business.
The name of the directors and executive officers of 104 Management, Inc., the
Partnership's Managing General Partner, as of December 31, 1995, their age and
the nature of all positions with 104 Management, Inc. presently held by them
are set forth below. There are no family relationships between or among any
officers and directors.
Name Age Position
Carroll D. Vinson 55 President, Director
Robert D. Long, Jr. 28 Controller, Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines 36 Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of the Managing General Partner and
Metropolitan Asset Enhancement, L.P. ("MAE") subsidiaries since August 1994.
Prior to that, during 1993 to August 1994, Mr. Vinson was affiliated with
Crisp, Hughes & Co. (regional CPA firm) and engaged in various other investment
and consulting activities. Briefly, in early 1993, Mr. Vinson served as
President and Chief Executive Officer of Angeles Corporation, a real estate
investment firm. From 1991 to 1993 Mr. Vinson was employed by Insignia in
various capacities including Managing Director-President during 1991. From
1986 to 1990, Mr. Vinson was President and Director of U.S. Shelter
Corporation, a real estate services company, which sold substantially all of
its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer of the
Managing General Partner and MAE subsidiaries. Prior to joining MAE in
February 1994, he was an auditor for the State of Tennessee and was associated
with the accounting firm of Harshman Lewis and Associates. He is a graduate of
the University of Memphis.
William H. Jarrard, Jr. is Vice President of the Managing General Partner and
MAE subsidiaries and Managing Director - Partnership Administration of
Insignia. During the five years prior to joining Insignia in 1991, he served
in a similar capacity for U.S. Shelter. He was previously associated with the
accounting firm, Ernst and Whinney, for eleven years. Mr. Jarrard is a
graduate of the University of South Carolina and a certified public accountant.
John K. Lines has been Secretary of the Managing General Partner and MAE
subsidiaries since August 1994 and General Counsel and Secretary of Insignia
since July 1994. From May 1993 until June 1994, Mr. Lines was the Assistant
General Counsel and Vice President of Ocwen Financial Corporation in West Palm
Beach, Florida. From October 1991 until April 1993, Mr. Lines was a Senior
Attorney with Banc One Corporation in Columbus, Ohio. From May 1984 until
October 1991, Mr. Lines was employed as an associate with Squire Sanders &
Dempsey in Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the Managing General Partner and
MAE subsidiaries and Assistant Secretary of Insignia. During the five years
prior to joining Insignia in 1991, she served in a similar capacity for U.S.
Shelter. Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
None of the directors and officers of the Managing General Partner received
any remuneration from the Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1995, there were 856,350 Units and 8,650 units of
Subordinated Interest issued and outstanding. The following table sets forth
certain information, as of December 31, 1995 (except to the extent otherwise
indicated), with respect to the ownership of Units and units of Subordinated
Interest by: (i) any person or group who is known to the Partnership to be the
beneficial owner of more than 5% of either the Units or units of Subordinated
Interest; (ii) the directors and officers of the Managing General Partner,
naming them; and (iii) the directors and officers of the Managing General
Partner as a group.
<TABLE>
<CAPTION>
Units of Subordinated
Units (1) Interest (1)
Amount Percent Amount Percent
<S> <C> <C> <C> <C> <C>
Alexander Hamilton 106,383 (2) 12.4% -- --
Life Insurance Company
of America
33045 Hamilton Blvd.
Farmington Hills,
Michigan 48018
The Ohio Company 52,128 (3) 6.1% -- --
155 East Broad Street
Columbus, Ohio 43215
Insignia Brunner L.P. -- -- 8,650 100%
One Insignia Financial Plaza
Greenville, SC 29602
All directors and officers of -- -- -- --
the Managing General Partner
(5 persons) as a group
<FN>
(1) The Limited Partners have no right or authority to participate in the
management or control of the Partnership or its business. However,
Limited Partners do have limited rights to approve or disapprove
certain fundamental Partnership matters as provided in Article 7 of the
Partnership Agreement. Transfer of Units are subject to certain
restrictions set forth in Article 9 of the Partnership Agreement.
(2) To the best knowledge of the Partnership, these Units are held with
sole voting and investment power (see Note (1) above).
(3) These units are held by The Ohio Company as Custodian under 60 separate
custodial arrangements. No single such custodial account holds more
than 5% of the outstanding units.
</TABLE>
Item 12. Certain Relationships and Related Transactions
The General Partner did not receive cash distributions from or with
respect to the fiscal years ended December 31, 1995 and 1994. For a
description of the share of cash distributions upon dissolution, if any, to
which the General Partner is entitled, see Note D of the financial statements
ncluded in "Item 7" of this report.
The Registrant had a property management agreement with an affiliate of
Insignia pursuant to which such affiliate assumed direct responsibility for
day-to-day management of the Partnership's properties. This service
included the supervision of leasing, rent collection, maintenance, budgeting,
employment of personnel, payment of operating expenses, etc. Insignia's
affiliate received a property management fee equal to 3% of gross revenues from
all tenants plus bonus fees based on cash-flow performance. During the twelve
months ended December 31, 1995 and 1994, an affiliate of Insignia received
$100,879 and $142,815 in fees for property management, respectively.
Section 6.4 of the Partnership Agreement provided that the Partnership
shall reimburse the General Partner and its affiliates for all out-of-pocket
costs and expenses incurred by the General Partner and its affiliates in
connection with the operation of the Partnership's business, including,
without limitation, legal and accounting fees and cost of other
administrative services performed by them for the benefit of the Partnership;
provided that any such reimbursement shall be in an amount equal to the lesser
of the General Partner's or affiliates' actual cost with respect thereto the
amount which the Partnership would be required to pay to an independent
person for comparable services in the same geographic location; and further
provided that no reimbursement is permitted with respect to, among other
things, salaries, fringe benefits, travel expenses and other
administrative items incurred or allocated to any controlling persons of
the General Partner or any affiliate.
See Note H of the Financial Statements for further discussion of
transactions with related parties and certain other parties.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1995:
A Form 8-K dated December 21, 1995, was filed reporting the
disposition of the Cumberland Plaza, Cunningham Plaza, and Hampton
Plaza Shopping Centers.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
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
Date: March 12, 1996
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and
on the date indicated.
/s/ Carroll D. Vinson President March 12, 1996
Carroll D. Vinson
/s/ Robert D. Long, Jr. Controller and Principal March 12, 1996
Robert D. Long, Jr. Accounting Officer
INDEX OF EXHIBITS
Exhibit
No. Description
3.1 Partnership Agreement of Brunner Companies Income Properties L.P.
II (the "Partnership"); incorporated by reference to Exhibit 3.1 to
Form 10-K for the fiscal year ended December 31, 1988
3.2 Certificate of Limited Partnership for the Partnership;
incorporated by reference to Exhibit 3.2 to Registration Statement
No. 33-24334 on Form S-11
4.1 Form of Class A Limited Partnership Interest Unit Certificate;
incorporated by reference to Exhibit 3.1 to Pre-effective Amendment
No. 2 to Registration Statement No. 33-24334 on Form S-11
4.2 Form of Class B Limited Partnership Interest Unit Certificate;
incorporated by reference to Exhibit 3.1 to Pre-effective Amendment
No. 2 to Registration Statement No. 33-24334 on Form S-11
10.1 Purchase Agreement for Hampton Plaza; incorporated by reference to
Exhibit 10.1 to Form 10-K for the fiscal year ended December 31,
1988
10.2 Amendment to Real Property Purchase Agreement for Hampton Plaza,
dated December 20, 1989; incorporated by reference to Exhibit 10.2
to Form 10-K for fiscal year ended December 31, 1989
10.3 Purchase Agreement for Cunningham Place; incorporated by reference
to Exhibit 10.2 to Form 10-K for the fiscal year ended December 31,
1988
10.4 Amendment to Real Property Purchase Agreement for Cunningham Place,
dated December 20, 1989; incorporated by reference to Exhibit 10.4
to Form 10-K for fiscal year ended December 31, 1989
10.5 Purchase Agreement for Pinecrest Plaza; incorporated by reference
to Exhibit 10.3 to Form 10-K for fiscal year ended December 31,
1988
10.6 Amendment to Real Property Purchase Agreement for Pinecrest Plaza,
dated December 20, 1989; incorporated by reference to Exhibit 10.6
to Form 10-K for the fiscal year ended December 31, 1989
10.7 Purchase Agreement for Cumberland Plaza; incorporated by reference
to Exhibit 10.4 to Form 10-K for fiscal year ended December 31,
1988
10.8 Rent Guarantee Agreement between Tennessee & Associates-VI
(McMinnville) and the Partnership with respect to Otasco, Inc.;
incorporated by reference to Exhibit 10.5 to Form 10-K for the
fiscal year ended December 31, 1988
10.9 Rent Guarantee Agreement between Tennessee & Associates-VI
(McMinnville) and the Partnership with respect to Washington
Manufacturing Company; incorporated by reference to Exhibit 10.6 to
Form 10-K for the fiscal year ended December 31, 1988
10.10 Amended and Restated Management Agreement for Hampton Plaza;
incorporated by reference to Exhibit 10.15 to Form 10-K for the
fiscal year ended December 31, 1988
10.11 Amended and Restated Management Agreement for Cunningham Place;
incorporated by reference to Exhibit 10.16 to Form 10-K for the
fiscal year ended December 31, 1988
10.12 Amended and Restated Management Agreement for Pinecrest Plaza;
incorporated by reference to Exhibit 10.17 to Form 10-K for the
fiscal year ended December 31, 1988
10.13 Amended and Restate Management Agreement for Cumberland Plaza;
incorporated by reference to Exhibit 10.18 to Form 10-K for the
fiscal year ended December 31, 1988
10.14 Management Agreement for Hampton Plaza with Conroy, Marable &
Holleman; incorporated by reference to Exhibit 10.14 to Form 10-K
for fiscal year ended December 31, 1990
10.15 Management Agreement for Cunningham Place with Conroy, Marable &
Holleman; incorporated by reference to Exhibit 10.15 to Form 10-K
for fiscal year ended December 31, 1990
10.16 Management Agreement for Pinecrest Plaza with Lane Consultants,
Inc.; incorporated by reference to Exhibit 10.16 to Form 10-K for
fiscal year ended December 31, 1990
10.17 Management Agreement for Cumberland Plaza with Tatum & Cullom,
Inc.; incorporated by reference to Exhibit 10.17 to Form 10-K for
fiscal year ended December 31, 1990
10.18 Hampton Plaza Lease with Wal-Mart Stores, Inc.; incorporated by
reference to Exhibit 10.10 to Registration Statement No. 33-24334
on Form S-11
10.19 Hampton Plaza Lease with Frank's Nursery and Crafts; incorporated
by reference to Exhibit 10.11 to Registration Statement No. 33-
24334 on Form S-11
10.20 Hampton Plaza Lease with Goody's Family Clothing, Inc.;
incorporated by reference to Exhibit 10.12 to Registration
Statement No. 33-24334 on Form S-11
10.21 Cunningham Place Lease with Wal-Mart Stores, Inc.; incorporated by
reference to Exhibit 10.13 to Registration Statement No. 33-24334
on Form S-11
10.22 Cunningham Place Lease with Winn-Dixie; incorporated by reference
to Exhibit 10.14 to Registration Statement No. 33-24334 on Form S-
11
10.23 Pinecrest Plaza Lease with Wal-Mart Stores, Inc.; incorporated by
reference to Exhibit 10.15 to Registration Statement No. 33-24334
on Form S-11
10.24 Pinecrest Lease with Goody's Family Clothing, Inc.; incorporated by
reference to Exhibit 10.16 to Registration Statement No. 33-24334
on Form S-11
10.25 Pinecrest Plaza Lease with Blakeman Restaurant Services, Inc. d/b/a
Hardee's restaurant; incorporated by reference to Exhibit 10.17 to
Registration Statement No. 33-24334 on Form S-11
10.26 Pinecrest Plaza Lease with Food Lion, Inc.; incorporated by
reference to Exhibit 19.7 to Form 10-Q for the fiscal quarter ended
September 30, 1989
10.27 Cumberland Plaza Lease with Wal-Mart Stores, Inc.; incorporated by
reference to Exhibit 10.19 to Registration Statement No. 33-24334
on Form S-11
10.28 Cumberland Plaza Lease with Food Lion, Inc.; incorporated by
reference to Exhibit 10.20 to Registration Statement No. 33-24334
on Form S-11
10.29 Cumberland Plaza Ground Lease with Carrie Wilson; incorporated by
reference to Exhibit 10.22 to Registration Statement No. 33-24334
on Form S-11
10.30 Loan Application with Aetna Casualty & Surety Company; incorporated
by reference to Exhibit 10.9 to Registration Statement No. 33-24334
on Form S-11
10.31 Supplemental Letter of Aetna Casualty & Surety Company dated
September 12, 1988; incorporated by reference to Exhibit 10.24 to
Pre-effective Amendment No. 2 to Registration Statement No. 33-
24334 on Form S-11
10.32 Supplemental Letter of Aetna Casualty & Surety Company dated
October 14, 1988; incorporated by reference to Exhibit 10.25 to
Pre-effective Amendment No. 2 to Registration Statement No. 33-
24334 on Form S-11
10.33 Supplemental Letter of Aetna Casualty & Surety Company dated
October 26, 1988; incorporated by reference to Exhibit 10.26 to
Pre-effective Amendment No. 2 to Registration Statement No. 33-
24334 on Form S-11
10.34 Promissory Note secured by a Deed of Trust on Hampton Plaza with
Aetna Life Insurance Company as Payee; incorporated by reference to
Exhibit 10.36 to Form 10-K for fiscal year ended December 31, 1988
10.35 Promissory Note secured by a Deed of Trust on Cunningham Place with
Aetna Life Insurance Company as Payee; incorporated by reference to
Exhibit 10.37 to Form 10-K for fiscal year ended December 31, 1988
10.36 Promissory Note secured by a Mortgage on Pinecrest Plaza, with
Aetna Life Insurance Company as Payee; incorporated by reference to
Exhibit 10.38 to Form 10-K for the fiscal year ended December 31,
1988
10.37 Promissory Note secured by a Deed of Trust on Cumberland Plaza with
Aetna Life Insurance Company as Payee; incorporated by reference to
Exhibit 10.39 to Form 10-K for the fiscal year ended December 31,
1988
10.38 Deed of Trust, Assignment of Rents and Security Agreement for
Hampton Plaza to a Trustee for the benefit of Aetna Life Insurance
Company; incorporated by reference to Exhibit 10.40 to Form 10-K
for the fiscal year ended December 31, 1988
10.39 Deed of Trust, Assignment of Rents and Security Agreement for
Cunningham Place to a Trustee for the benefit of Aetna Life
Insurance Company; incorporated by reference to Exhibit 10.41 to
Form 10-K for the fiscal year ended December 31, 1988
10.40 Mortgage, Assignment of Rents and Security Agreement for Pinecrest
Plaza to Aetna Life Insurance Company; incorporated by reference to
Exhibit 10.42 to Form 10-K for the fiscal year ended December 31,
1988
10.41 Deed of Trust, Assignment of Rents and Security Agreement for
Cumberland Plaza to a Trustee for the benefit of Aetna Life
Insurance Company; incorporated by reference to Exhibit 10.43 to
Form 10-K for the fiscal year ended December 31, 1988
10.42 Assignment of Rents and Leases for Hampton Plaza to Aetna Life
Insurance Company; incorporated by reference to Exhibit 10.44 to
Form 10-K for the fiscal year ended December 31, 1988
10.43 Assignment of Rents and Leases for Cunningham Place to Aetna Life
Insurance Company; incorporated by reference to Exhibit 10.45 to
Form 10-K for the fiscal year ended December 31, 1988
10.44 Assignment of Rents and Leases for Pinecrest Plaza to Aetna Life
Insurance Company; incorporated by reference to Exhibit 10.46 to
Form 10-K for the fiscal year ended December 31, 1988
10.45 Assignment of Rents and Leases for Cumberland Plaza to Aetna Life
Insurance Company; incorporated by reference to Exhibit 10.47 to
Form 10-K for the fiscal year ended December 31, 1988
10.46 Assumption Agreement for Hampton Plaza among Tennessee &
Associates-I, the Partnership and Aetna Life Insurance Company;
incorporated by reference to Exhibit 10.48 to Form 10-K for the
fiscal year ended December 31, 1988
10.47 Assumption Agreement for Cunningham Place among Tennessee &
Associates-II, the Partnership and Aetna Life Insurance Company;
incorporated by reference to Exhibit 10.49 to Form 10-K for the
fiscal year ended December 31, 1988
10.48 Assumption Agreement for Pinecrest Plaza among Tennessee &
Associates-III, the Partnership and Aetna Life Insurance Company;
incorporated by reference to Exhibit 10.50 to Form 10-K for the
fiscal year ended December 31, 1988
10.49 Assumption Agreement for Cumberland Plaza among Tennessee &
Associates-VI, the Partnership and Aetna Life Insurance Company;
incorporated by reference to Exhibit 10.51 to Form 10-K for the
fiscal year ended December 31, 1988
10.50 Cumberland Plaza Sub-Ground Lease with Tennessee & Associates-VI;
incorporated by reference to Exhibit 10.31 to Form 10-K for the
fiscal year ended December 31, 1988
10.51 Notice of Intent to Terminate Ground Lease and Sublease Agreement
of Tennessee & Associates-VI (McMinnville)("T&A-VI") to the
Partnership with respect to Outparcel 2 at Cumberland Plaza
("Outparcel 2"); incorporated by reference to Exhibit 19.1 to Form
10-Q for the fiscal quarter ended June 30, 1989
10.52 Lease Agreement ("Taco Bell Lease") with Gerald Bowen and Ronald P.
Mayes with respect to Outparcel 2 (see Exhibit "C" to Exhibit
10.47)
10.53 Assignment and Assumption of Lease with respect to Taco Bell Lease;
incorporated by reference to Exhibit 19.3 to Form 10-Q for the
fiscal quarter ended June 30, 1989
10.54 Promissory Note ("IFCO Note") of T&A-VI in favor of Investors
Finance Co. (see Exhibit "H" to Exhibit 10.47)
10.55 Collateral Assignment of Rents and Lease with respect to IFCO Note
and Taco Bell Lease; incorporated by reference to Exhibit 19.5 to
Form 10-Q for the fiscal quarter ended June 30, 1989
10.56 Assumption Agreement with respect to IFCO Note; incorporated by
reference to Exhibit 19.6 to Form 10-Q for the fiscal quarter ended
June 30, 1989
10.57 Termination of Ground Lease and Sub-Lease Agreement with respect to
Outparcel 2; incorporated by reference to Exhibit 19.7 to Form 10-Q
for the fiscal quarter ended June 30, 1989
10.58 Commitment Letters of Aetna Life Insurance Company with respect to
financing for Outparcel 2 (see Exhibit "G" to Exhibit 10.47)
10.59 Modification Agreement dated June 5, 1989, between the Partnership
and Aetna Life Insurance Company ("Aetna") with respect to
promissory note, deed of trust and assignment of rents and leases
for Hampton Plaza; incorporated by reference to Exhibit 19.9 to
Form 10-Q for the fiscal quarter ended June 30, 1989
10.60 Modification Agreement dated June 5, 1989, between the Partnership
and Aetna with respect to promissory note, deed of trust and
assignment of rents and leases for Cunningham Place; incorporated
by reference to Exhibit 19.10 to Form 10-Q for the fiscal quarter
ended June 30, 1989
10.61 Modification Agreement dated June 5, 1989, between the Partnership
and Aetna with respect to promissory note, mortgage and assignment
of rents and leases for Pinecrest Plaza; incorporated by reference
to Exhibit 19.11 to Form 10-Q for the fiscal quarter ended June 30,
1989
10.62 Modification Agreement dated June 5, 1989 between the Partnership
and Aetna with respect to promissory note, deed of trust and
assignment of rents and leases for Cumberland Plaza; incorporated
by reference to Exhibit 19.12 to Form 10-Q for the fiscal quarter
ended June 30, 1989
10.63 Pinecrest Plaza Ground Lease with Tennessee & Associates-III;
incorporated by reference to Exhibit 10.27 to Form 10-K for the
fiscal year ended December 31, 1988
10.64 Commitment Letter by Aetna Life Insurance Company with respect to
increase in loan amount for Pinecrest Plaza with regard to parcel
ground leased to Tennessee & Associates-III ("T&A-III");
incorporated by reference to Exhibit 19.1 to Form 10-Q for the
fiscal quarter ended September 30, 1989
10.65 Mortgage Note, dated October 6, 1989, between T&A-III (Maker) and
BancOhio National Bank (Payee) for $750,000 with regard to parcel
ground leased to T&A-III; incorporated by reference to Exhibit 19.2
to Form 10-Q for the fiscal quarter ended September 30, 1989
10.66 Mortgage, Assignment of Rents and Security Agreement, dated October
6, 1989, between T&A-III (Mortgagor) and BancOhio National Bank
(Mortgagee); incorporated by reference to Exhibit 19.3 to Form 10-Q
for the fiscal quarter ended September 30, 1989
10.67 Loan Agreement, dated October 6, 1989 between BancOhio National
Bank (Lender) and T&A-III (Borrower): incorporated by reference to
Exhibit 19.4 to Form 10-Q for the fiscal quarter ended September
30,1988
10.68 Tri-Party Agreement, dated October 6, 1989, among Aetna Life
Insurance Company, T&A-III, and BancOhio National Bank;
incorporated by reference to Exhibit 19.5 to Form 10-Q for the
fiscal quarter ended September 30, 1989
10.69 Aetna Subordination Agreement, made October 10, 1989, by Aetna Life
Insurance Company; incorporated herein by reference to Exhibit 19.6
to Form 10-Q for the fiscal quarter ended September 30, 1989
10.70 Notice of Intent to Terminate Ground Lease for Pinecrest Plaza,
dated December 19, 1989, between the Partnership and T&A-III;
incorporated by reference to Exhibit 10.66 to Form 10-K for fiscal
year ended December 31, 1989
10.71 Assignment and Assumption of Lease for Food Lion lease at Pinecrest
Plaza, dated December 19, 1989, between the Partnership and T&A-
III; incorporated by reference to Exhibit 10.67 to Form 10-K for
fiscal year ended December 31, 1989
10.72 Termination of Ground Lease for Pinecrest Plaza, dated December 19,
1989, between the Partnership and T&A-III; incorporated by
reference to Exhibit 10.68 to Form 10-K for fiscal year ended
December 31, 1989
10.73 Modification Agreement dated December 14, 1989, between the
Partnership and Aetna with respect to promissory note, deed of
trust and assignment of rents and leases for Hampton Plaza;
incorporated by reference to Exhibit 10.69 to Form 10-K for fiscal
year ended December 31, 1989
10.74 Modification Agreement dated December 14, 1989, between the
Partnership and Aetna with respect to promissory note, deed of
trust and assignment of rents and leases for Cunningham Place;
incorporated by reference to Exhibit 10.70 to Form 10-K for fiscal
year ended December 31, 1989
10.75 Modification Agreement dated December 14, 1989, between the
Partnership and Aetna with respect to promissory note, deed of
trust and assignment of rents and leases for Pinecrest Plaza;
incorporated by reference to Exhibit 10.71 to Form 10-K for fiscal
year ended December 31, 1989
10.76 Modification Agreement dated December 14, 1989, between the
Partnership and Aetna with respect to promissory note, deed of
trust and assignment of rents and leases for Cumberland Plaza;
incorporated by reference to Exhibit 10.72 to Form 10-K for fiscal
year ended December 31, 1989
10.77 Release of Mortgage, Assignment of Rents and Security Agreement for
ground leased parcel, dated December 13, 1989, between BancOhio
National Bank and T&A-III; incorporated by reference to Exhibit
10.73 to Form 10-K for fiscal year ended December 31, 1989
10.78 Memorandum of Deal Terms for Restructure of Rent Guaranty and
Related Obligations dated March 1, 1991, among Tennessee &
Associates - I, Tennessee & Associates - II, Tennessee & Associates
- III, Tennessee & Associates - VI, Dayton Partners Limited
Partnership, Dayton Partners, J. Brett Hutchens, and the
Partnership; incorporated by reference to Exhibit 10.78 to Form 10-
K for fiscal year ended December 31, 1990
10.79 Advisory Agreement made as of September 1, 1991 between Brunner
Companies Income Properties LP II and Insignia GP Corporation and
Insignia Financial Group, Inc.; incorporated by reference to
Exhibit 19.1 to Form 10-Q for fiscal quarter ended September 30,
1991
10.80 First Amendment to Advisory Agreement changing effective date from
September 1, 1991 to October 1, 1991; incorporated by reference to
Exhibit 19.2 to Form 10-Q for fiscal quarter ended September 30,
1991
10.81 Transfer Agent Agreement between Brunner Companies Income
Properties LP II and Insignia GP Corp. incorporated by reference to
Exhibit 10.81 to Form 10-K for fiscal year ended December 31, 1991
10.82 Management Agreement for Cumberland Plaza with Insignia Management
Group LP incorporated by reference to Exhibit 10.82 to Form 10-K
for fiscal year ended December 31, 1991
10.83 Management Agreement for Cunningham Place with Insignia Management
Group LP incorporated by reference to Exhibit 10.83 to Form 10-K
for fiscal year ended December 31, 1991
10.84 Management Agreement for Hampton Plaza with Insignia Management
Group LP incorporated by reference to Exhibit 10.84 to Form 10-K
for fiscal year ended December 31, 1991
10.85 Management Agreement for Pinecrest Plaza with Insignia Management
Group LP incorporated by reference to Exhibit 10.85 to Form 10-K
for fiscal year ended December 31, 1991
10.86 Restructure of Rent Guarantee and Related Obligations Agreement
among Tennessee & Associates - I, Tennessee & Associates - II,
Tennessee & Associates -III, Tennessee & Associates VI, Dayton
Partners Limited Partnership, Dayton Partners, J. Brett Hutchens,
and the Partnership incorporated by reference to Exhibit 10.86 to
Form 10-K for fiscal year ended December 31, 1991
10.87 Closing Agreement dated October 16, 1992 showing the acquisition of
a majority of the outstanding stock of 104 Management, Inc. by
IBGP, Inc. incorporated by reference to Exhibit 2 to Form 8-K dated
March 5, 1993
16.1 Letter from the Registrant's former independent accountant
regarding its concurrence with the statements made by the
Registrant is incorporated by reference to the exhibit filed with
Form 8-K dated January 12, 1993
27 Financial Data Schedule
99.1 Trustee's Deed recording transfer of title for Cumberland Plaza
Shopping Center from Brunner Companies Income Properties L.P. II, a
Delaware Limited Partnership, to Aetna Life Insurance Company dated
December 21, 1995.
99.2 Trustee's Deed recording transfer of title for Cunningham Place
Shopping Center from Brunner Companies Income Properties L.P. II, a
Delaware Limited Partnership, to Aetna Life Insurance Company dated
December 26, 1995.
99.3 Trustee's Deed recording transfer of title for Hampton Plaza
Shopping Center from Brunner Companies Income Properties L.P. II, a
Delaware Limited Partnership, to Aetna Life Insurance Company dated
December 26, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Brunner
Companies Income Properties LP II 1995 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000839705
<NAME> BRUNNER COMPANIES INCOME PROPERTIES LP II
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 169,768
<SECURITIES> 0
<RECEIVABLES> 2,883
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 6,133,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,493,189
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 6,133,000
0
0
<COMMON> 0
<OTHER-SE> 88,000
<TOTAL-LIABILITY-AND-EQUITY> 6,493,189
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
