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 (Date of earliest event reported) August 28, 1997 Krupp Associates 1980-1 Massachusetts 2-68727 04-2708956 (State or other jurisdiction of (Commission (IRS employer incorporation or organization) file number) identification no.) 470 Atlantic Avenue, Boston, Massachusetts 02210 (Address of principal executive offices) (Zip Code) (617) 423-2233 (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets Disposition of Riverside I Apartments On July 10, 1997, Krupp Associates Riverside Limited Partnership, a subsidiary of Krupp Associates 1980-1 (collectively referred to as "the Partnership") entered into a Purchase and Sale Agreement to sell Riverside I Apartments ("Riverside"), a 140-unit multi-family apartment complex with approximately 30,000 square feet of commercial retail space located in Evansville, Indiana, with Richard E. Jobe, principal of Richardson Properties, L.L.C., an unaffiliated third party. The transaction was consummated on August 28, 1997 for consideration of $3,750,000. The Partnership received cash of $1,177,727, net of the repayment of the existing mortgage note of $2,225,096, prorations of $232,327 and closing costs of $114,850. Item 7. Financial Statements, Proforma Financial Information and Exhibits (a) Financial Statements Response: Not applicable (b) Pro Forma Financial Information On August 28, 1997, Krupp Associates Riverside Limited Partnership, a subsidiary of Krupp Associates 1980-1 (collectively referred to as "the Partnership") sold Riverside I Apartments ("Riverside") to Richard E. Jobe, principal of Richardson Properties, L.L.C., for consideration of $3,750,000. The Partnership has presented in this Form 8- K, a Pro Forma Consolidated Balance Sheet at June 30, 1997 and Pro Forma Consolidated Statements of Operations for the six months ended June 30, 1997 and for the year ended December 31, 1996. See Note 1 to the Pro Forma Consolidated Financial Statements for further discussion of this matter. In management's opinion, all adjustments necessary to reflect the above discussed transactions have been made. The unaudited pro forma Consolidated Balance Sheet and Statements of Operations are not necessarily indicative of what actual results of operations of the Partnership would have been for the periods, nor does it purport to represent the Partnership's results of operations for future periods. KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY PRO FORMA CONSOLIDATED BALANCE SHEET June 30, 1997 (unaudited) ASSETS Actual at Pro Forma Pro Forma June 30, 1997 Adjustments June 30, 1997 (Note 1) (Note 1) (Note 1) Multi-family apartment complex, less accumulated depreciation of $2,819,651 $ 2,046,606 $(2,046,606) $ - Cash and cash equivalents 62,810 1,269,470 1,332,280 Cash restricted for tenant security deposits 29,585 (29,585) - Replacement reserve escrow 52,598 (52,598) - Prepaid expenses and other assets 93,395 (92,631) 764 Deferred expenses, net of accumulated amortization of$39,449 107,176 (107,176) - Total assets $ 2,392,170 $(1,059,126) $ 1,333,044 LIABILITIES AND PARTNERS' EQUITY Liabilities: Mortgage note payable $ 2,207,229 $(2,207,229) $ - Notes payable 1,257,385 - 1,257,385 Accounts payable 77,592 (2,604) 74,988 Accrued expenses and other liabilities 237,277 (186,320) 50,957 Accrued interest due to an affiliate 697,166 - 697,166 Total liabilities 4,476,649 (2,396,153) 2,080,496 Partners' deficit (2,084,479) 1,337,027 (747,452) Total liabilities and Partners' deficit $ 2,392,170 $ (1,059,126) $1,333,044 See accompanying note to pro forma consolidated financial statements KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Six Months Ended June 30, 1997 (unaudited) As Reported for the Six Pro Forma for the Months Ended Pro Forma Six Months Ended June 30, 1997 Adjustments June 30, 1997 (Note 1) (Note 1) (Note 1) Revenue: Rental $536,818 $ (536,818) $ - Other income 2,385 (2,385) - Total revenue 539,203 (539,203) - Expenses: Operating 195,069 (195,069) - Maintenance 47,054 (47,054) - Real estate taxes 65,180 (65,180) - Management fees 26,767 (26,767) - General and administrative 21,973 (2,623) 19,350 Depreciation and amortization 91,304 (91,304) - Interest 180,988 (121,664) 59,324 Total expenses 628,335 (549,661) 78,674 Net loss (89,132) $ 10,458 $ (78,674) See accompanying note to pro forma consolidated financial statements PAGE KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1996 (unaudited) As Reported for Pro Forma for the Year Ended Pro Forma the Year Ended December 31, 1996 Adjustments December 31, 1996 ( Note 1) ( Note 1) (Note 1) Revenue: Rental $ 1,106,772 $ (1,106,772)$ - Other income 3,536 (3,536) - Total revenue 1,110,308 (1,110,308) - Expenses: Operating 395,788 (395,788) - Maintenance 106,160 (106,160) - Real estate taxes 129,904 (129,904) - General and administrative 36,713 (11,786) 24,927 Depreciation and amortization 185,256 (185,256) - Interest 363,166 (244,649) 118,517 Total expenses 1,216,987 (1,073,543) 143,444 Net loss $ (106,679) $ (36,765) $ (143,444) See accompanying note to pro forma consolidated financial statements. KRUPP ASSOCIATES 1980-1 AND SUBSIDIARY NOTE TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (1)Basis of Presentation The Pro Forma Balance Sheet at June 30, 1997 is based on the historical Balance Sheet of the Partnership as reported on Form 10-Q for the quarter ended June 30, 1997. The Pro Forma adjustment represents an adjustment to show the effect of the sale of Riverside I Apartments ("Riverside"). The Pro Forma Balance Sheet at June 30, 1997 reflects the balance sheet as if the sale had occurred prior to June 30, 1997. The Pro Forma Statement of Operations for the six months ended June 30, 1997 is based on the historical Statement of Operations of the Partnership as reported on Form 10-Q for the six months ended June 30, 1997. The Pro Forma Statement of Operations for the year ended December 31, 1996 is based on the historical Statement of Operations for the Partnership as presented in the annual report on Form 10-K for the year ended December 31, 1996. The Pro Forma adjustments represent Riverside's net loss (income) for the respective period presented. The Pro Forma Statements of Operations for the six months ended June 30, 1997 and for the year ended December 31, 1996 reflect the results of operations of the Partnership as if the Partnership had sold Riverside as of January 1, 1997 and January 1, 1996, respectively. The Pro Forma Statements of Operations do not reflect any gain or loss which may be recognized by the Partnership as a result of the sale. (c)Exhibits 1.Purchase and Sale Agreement dated July 10, 1997 between Krupp Associates Riverside Limited Partnership and Richard E. Jobe. 2.Closing Statement dated August 28, 1997 between Krupp Associates Riverside Limited Partnership and Richard E. Jobe, principal of Richardson Properties, L.L.C. SIGNATURE 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, thereunto duly authorized. Krupp Associates 1980-1 (Registrant) BY: /s/Wayne H. Zarozny Wayne H. Zarozny Treasurer and Chief Accounting Officer of the Krupp Corporation, a General Partner. DATE: September 17, 1997