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) January 30, 1998 Krupp Institutional Mortgage Fund Limited Partnership Massachusetts 0-14378 04-2860302 (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 Krupp Equity Limited Partnership ("KELP") Properties Krupp Institutional Mortgage Fund Limited Partnership (the "Partnership") holds the underlying mortgages of properties owned by KELP, an affiliate of the Partnership. On December 2, 1997, Berkshire Realty Enterprise Limited Partnership, an affiliate of the General Partners as agent for KELP entered into an Agreement of Sale to sell its remaining properties to Kejack, Inc. and its permitted assigns, which are unaffiliated third parties. Bell Plaza Shopping Center, a shopping center containing 43,842 leasable square feet located in Oak Lawn, Illinois and Northeast Plaza Shopping Center, a shopping center containing 89,224 leasable square feet located in Baton Rouge, Louisiana, were included in a package with twelve other properties owned by affiliates of the General Partners of KELP. The total selling price of the fourteen properties was $138,000,000, of which KELP received $5,027,200 for the sale of its properties, less its share of the closing costs. The transaction was consummated on January 30, 1998. KELP will use the net proceeds of the sale to pay down the mortgage notes payable to the Partnership. The promissory notes due KIMF, totalling $2,790,388, are pledged as additional collateral for the Participating Notes under the Master Loan Agreement and the Collateral Pledge Agreement. The General Partners expect to liquidate and distribute the remaining assets of the Partnership in 1998. Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired Response: Not applicable (b) Pro Forma Financial Information Response: Proforma financial statements will be filed no later than March 31, 1998. (c) Exhibits 1. Agreement of Sale dated December 2, 1997 between Berkshire Realty Enterprise Limited Partnership, agent for Krupp Equity Limited Partnership, and Kejack, Inc. and its permitted assigns. 2. First Amendment to Agreement of Sale dated December 12, 1997 between Berkshire Realty Enterprise Limited Partnership, agent for Krupp Equity Limited Partnership, and Kejack, Inc. and its permitted assigns. 3. Second Amendment to Agreement of Sale dated December 14, 1997 between Berkshire Realty Enterprise Limited Partnership, agent for Krupp Equity Limited Partnership, and Kejack, Inc. and its permitted assigns. 4. Side letter dated December 17, 1997 from William S. Gee on behalf of Kejack, Inc. and its permitted assigns to Eli Rubenstein, Esq. on behalf of Berkshire Realty Enterprise Limited Partnership, agent for Krupp Equity Limited Partnership. 5. Side letter dated January 6, 1998 from William S. Gee on behalf of Kejack, Inc.and its permitted assigns to Eli Rubenstein, Esq. on behalf of Berkshire Realty Enterprise Limited Partnership, agent for Krupp Equity Limited Partnership. 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 Institutional Mortgage Fund Limited Partnership (Registrant) BY: /s/Wayne H. Zarozny Wayne H. Zarozny Treasurer and Chief Accounting Officer of the Krupp Corporation, a General Partner. DATE: February 3, 1998