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 Cash Plus-II Limited Partnership
Massachusetts 0-15816
04-2915326
(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 Properties
On December 2, 1997, Berkshire Realty
Enterprise Limited Partnership, an
affiliate of the General Partners, as
agent for Krupp Cash Plus-II Limited
Partnership (the "Partnership")
entered into an Agreement of Sale to
sell all of the Partnership's
properties to Kejack, Inc. and its
permitted assigns, which are
unaffiliated third parties. Encino
Oaks, a shopping center containing
52,380 leasable square feet located
in Encino, California, Alderwood
Towne Center, a shopping center
containing 105,346 leasable square
feet located in Lynnwood, Washington,
Canyon Place, a shopping center
containing 157,283 leasable square
feet located in Portland, Oregon,
Coral Plaza, a shopping center
containing 49,885 leasable square
feet located in Oak Lawn, Illinois
and Cumberland Glen, a multi-family
apartment complex with 222 units
located in Smyrna, Georgia, were
included in a package with nine other
properties owned by affiliates of the
General Partners. The total selling
price of the fourteen properties was
$138,000,000, of which the
Partnership received $39,822,700 for
the sale of its properties, less its
share of the closing costs. The
transaction was consummated on
January 30, 1998.
The sale is considered a Terminating
Capital Transaction as defined by the
Partnership Agreement. Accordingly,
the General Partners expect to
liquidate and distribute the
remaining assets of the Partnership
in 1998.
Item 7. Financial Statements, Proforma
Financial Information and Exhibits
(a) Financial Statements of Business
Acquired
Response: Not applicable
(b) Pro Forma Financial Information
On January 30, 1998, Krupp Cash Plus-
II Limited Partnership (the
"Partnership") sold all of its
properties to Kejack, Inc. and its
permitted assigns, which are
unaffiliated third parties. The
properties were included in a package
with nine other properties owned by
affiliates of the General Partners.
The total selling price of the
fourteen properties was $138,000,000,
of which the Partnership received
$39,822,700 for the sale of its
properties, less its share of its
closing costs.
The Partnership has presented in this
Form 8-K, a Pro Forma Balance Sheet
at September 30, 1997 and Pro Forma
Statements of Operations for the nine
months ended September 30, 1997 and
for the year ended December 31, 1996.
See Note 1 to the Pro Forma Financial
Statements for further discussion of
this matter.
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
PRO FORMA BALANCE SHEET
September 30, 1997
(unaudited)
ASSETS
Actual at Pro Forma
September 30, Pro Forma
September 30,
1997 Adjustments 1997
(Note 1) (Note 1) (Note 1)
Real estate assets:
Multi-family apartment complex,
less accumulated depreciation
of $5,013,844 $ 5,678,467 $5,678,467)$ -
Retail centers, less accumulated
depreciation of $15,372,420 35,336,584 (35,336,584) -
Investment in Joint Venture 514,344 514,344
Mortgage-backed securities ("MBS"),
net of accumulated amortization 6,366,996 6,366,996
Total real estate assets 47,896,391 (41,015,051) 6,881,340
Cash and cash equivalents 5,815,959 (96,602) 5,719,357
Other assets 534,862 (413,303) 121,559
Total assets $ 54,247,212$ (41,524,956)$12,722,256
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable $ 8,464 $ (8,464)$ -
Accrued expenses and other
liabilities 814,271 (777,588) 36,683
Due to affiliates 74,982 (72,237) 2,745
Total liabilities 897,717 (858,289) 39,428
Partners' equity 53,349,495 (40,666,667) 12,682,828
Total liabilities and
Partners' equity $ 54,247,212$ (41,524,956)$12,722,256
See accompanying note to
pro forma financial statements.
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1997
(unaudited)
As Reported
for the Nine
Months Ended Pro Forma for the
September 30, Pro FormaNine
Months Ended
1997 Adjustments September 30, 1997
(Note 1) (Note 1) (Note 1)
Revenue:
Rental $ 5,195,006 $ (5,195,006) $ -
Interest income - MBS 443,181 443,181
Interest income - other 525,332 (897) 524,435
Total revenue 6,163,519 (5,195,903) 967,616
Expenses:
Operating 713,700 (614,201) 99,499
Maintenance 348,007 (348,007) -
General and administrative 473,872 473,872
Real estate taxes 613,305 (613,305) -
Management fees 287,286 (287,286) -
Depreciation 1,627,498 (1,627,498) -
Total expenses 4,063,668 (3,490,297) 573,371
Income (loss) from operations 2,099,851 (1,705,606) 394,245
Partnership's share of
Joint Venture net loss (858,011) (858,011)
Net income (loss) $ 1,241,840$ (1,705,606)$ (463,766)
See accompanying note to
pro forma financial statements.
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
PRO FORMA 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 $ 6,524,291 $ (6,524,291) $ -
Partnership's share of
Joint Venture net
loss (3,923,070) (3,923,070)
Interest income - MBS 687,690 687,690
Interest income - other 475,288 (1,271) 474,017
Total revenue 3,764,199 (6,525,562) (2,761,363)
Expenses:
Operating 948,743 (797,472) 151,271
Maintenance 545,017 (545,017) -
General and
administrative 440,178 440,178
Real estate taxes 779,921 (779,921) -
Management fees 374,702 (374,702) -
Depreciation 2,131,487 (2,131,487) -
Total expenses 5,220,048 (4,628,599) 591,449
Net loss $ (1,455,849)$ (1,896,963)$ (3,352,812)
See accompanying note to
pro forma financial statements.
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
NOTE TO PRO FORMA FINANCIAL STATEMENTS
(1)Basis of Presentation
The Pro Forma Balance Sheet at September 30,
1997 is based on the historical Balance Sheet
of the Partnership as reported on Form 10-Q
for the quarter ended September 30, 1997. The
Pro Forma adjustment represents an adjustment
to the Partnership's financial statements to
show the effect of the sale. The Pro Forma
Balance Sheet at September 30, 1997 reflects
the balance sheet as if the sale had occurred
prior to September 30, 1997.
The Pro Forma Statement of Operations for the
nine months ended September 30, 1997 is based
on the historical Statement of Operations of
the Partnership as reported on Form 10-Q for
the nine months ended September 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 the
Partnership's properties' net income for the
respective period presented. The Pro Forma
Statements of Operations for the nine months
ended September 30, 1997 and for the year
ended December 31, 1996 reflect the results of
operations of the Partnership as if the
Partnership had sold its properties prior to
January 1, 1996. 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.Agreement of Sale dated December 2, 1997
between Berkshire Realty Enterprise Limited
Partnership, agent for Krupp Cash Plus-II
Limited Partnership, and Kejack, Inc. and its
permitted assigns [Exhibit 1 to Registrant's
Report on Form 8-K dated February 2, 1998
(File No. 0-15816)].*
2.First Amendment to Agreement of Sale dated
December 12, 1997 between Berkshire Realty
Enterprise Limited Partnership, agent for
Krupp Cash Plus-II Limited Partnership, and
Kejack Inc. and its permitted assigns [Exhibit
2 to Registrant's Report on Form 8-K dated
February 2, 1998 (File No. 0-15816)].*
3.Second Amendment to Agreement of Sale dated
December 14, 1997 between Berkshire Realty
Enterprise Limited Partnership, agent for
Krupp Cash Plus-II Limited Partnership, and
Kejack, Inc. and its permitted assigns
[Exhibit 3 to Registrant's Report on Form 8-K
dated February 2, 1998 (File No. 0-15816)].*
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 Enterprises
Limited Partnership, agent for Krupp Cash
Plus-II Limited Partnership [Exhibit 4 to
Registrant's Report on Form 8-K dated February
2, 1998 (File No. 0-15816)].*
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 Cash
Plus-II Limited Partnership [Exhibit 5 to
Registrant's Report on Form 8-K dated February
2, 1998 (File No. 0-15816)].*
*
Incorporated by reference.
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 Cash
Plus-II Limited Partnership
(Registrant)
BY: /s/Wayne H. Zarozny
Wayne H. Zarozny
Treasurer and Chief
Accounting Officer of the
Krupp Corporation, a General
Partner.
DATE: March 31, 1998