SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM 8-K/A AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES Filed pursuant to Section 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 ASSOCIATED PLANNERS REALTY FUND (Exact name of registrant as specified in its charter) AMENDMENT NO. 2 File No. 0-16805 The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its General Form for Registration of Securities on Form 8-K as set forth in the pages attached hereto: 8-K for the Period ending May 15, 1995 Item 2 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized. Associated Planners Realty Fund. (Registrant) Date: By: West Coast Realty Advisors, Inc. (Advisor) By: Michael G. Clark, Vice President/Treasurer ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES A CALIFORNIA LIMITED PARTNERSHIP EXPLANATION OF AND ADJUSTMENTS TO PRO FORMA INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1994 The pro forma income statement gives the operating results of the Partnership for the year ended Decomber 31, 1994 as if the sale of the Shurgard mini-warehouse had taken place on January 1, 1994. The gain on sale of the property ($116,749) and any interest income that was earned on cash held between the time of sale and distribution to investors, is not reflected in these pro-forma financial statements. Explanation of adjustments (1) Rental income - to deduct the actual rental income earned on the property during calendar 1994. (2) Operating Costs - to deduct property management fees, property taxes, and other property-related costs incurred during calendar 1994. (3) Depreciation Expense - to reduce depreciation expense for amount incurred in connection with the Shurgard property during 1994. ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES A CALIFORNIA LIMITED PARTNERSHIP PRO FORMA INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1994 For the year Pro Forma For the year ended Adjustments ended December 31, 1994 December 31, 1994 (adjusted) REVENUES Rental $749,824 ($295,271) (1) $454,553 Interest 5,126 0 5,126 754,950 (295,271) 459,679 COSTS AND EXPENSES Operating 295,890 (127,405) (2) 168,485 General and Administrative 108,025 108,025 Depreciation 141,493 (33,984) (3) 107,509 Unrealized loss governement securities 2,757 0 2,757 548,165 (161,389) 386,776 LESS MINORITY INTEREST IN NET LOSS OF JOINT VENTURE 11,107 11,107 NET INCOME 217,892 (133,882) 84,010 NET INCOME PER LIMITED PARTNERSHIP UNIT $24.45 $9.43 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES A CALIFORNIA LIMITED PARTNERSHIP EXPLANATION OF AND ADJUSTMENTS TO PRO FORMA BALANCE SHEET MARCH 31, 1995 The pro forma balance sheet gives the financial condition of the Partnership as if the sale of the Shurgard Mini-warehouse facility had taken place on January 1, 1994. No effect is given to the eventual distribution of proceeds of the sale that took place approximately one month after consummation of the sale. Explanation of adjustments (A) To record the sale of the property. Among the balance sheet items affected by the sale of the property are: Rental Real Estate - To record the decrease in balance based on the book value at the time of sale. The book value was not increased for the depreciation expense incurred from January 1, 1995 to May 15, 1995; such amount was nominal. Other Assets - Reduction in rent receivable pertaining to amounts due from tenants at the time of sale. Accounts Payable - Reduction in amounts due to vendors pertaining to amounts due at the time of sale. Security deposits and prepaid rent - Reduction for amounts that transferred to the buyer of the property at the time of sale. Cash - Net cash received from the Partnership from the sale of the Shurgard property. Amount of cash actually received in connection with the sale of property was $1,522,182. The $11,206 reduction pertains to the transfer of accounts payable, security deposits, prepaid rent and other assets mentioned above. ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES A CALIFORNIA LIMITED PARTNERSHIP PRO FORMA BALANCE SHEET MARCH 31, 1995 MARCH 31, PRO FORMA MARCH 31, 1995 ADJUSTMENTS 1995 (AS ADJUSTED) ASSETS RENTAL REAL ESTATE 5,961,189 (1,405,433) (A) 4,555,756 CASH 105,424 1,510,976 (A) 1,616,400 CONSTRUCTION IN PROGRESS 509,598 509,598 OTHER ASSETS 58,051 (3,228) (A) 54,823 TOTAL ASSETS 6,634,262 102,315 6,736,577 LIABILITIES AND PARTNERS EQUITY CONSTRUCTION LOAN PAYABLE 360,875 360,875 ACCOUNTS PAYABLE 55,206 (3,866) (A) 51,340 SECURITY DEPOSITS AND PREPAID RENT 36,221 (10,568) (A) 25,653 TOTAL LIABILITIES 452,302 (14,434) 437,868 MINORITY INTEREST 222,588 222,588 PARTNERS EQUITY LIMITED 5,619,343 105,074 (A) 5,724,417 PARTNERS EQUITY GENERAL 340,029 11,675 (A) 351,704 TOTAL PARTNERS EQUITY 5,959,372 116,749 6,076,121 TOTAL LIABILITIES AND EQUITY 6,634,262 102,315 6,736,577 ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES A CALIFORNIA LIMITED PARTNERSHIP EXPLANATION OF AND ADJUSTMENTS TO PRO FORMA INCOME STATEMENT FOR THE THREE MONTHS ENDED MARCH 31, 1995 The pro forma income statement gives the operating results of the Partnership for the quarter ended March 31, 1995 as if the sale of the Shurgard mini-warehouse had taken place on January 1, 1994. The gain on the sale of the property ($116,749) and any interest income that was earned on cash held between the time of sale and the distribution to investors, is not reflected in these pro forma financial statements. Explanation of adjustments 1) Rental income - to deduct the actual rental income earned on the property during the first three months of the year. 2) Operating Costs - to deduct property management fees, property taxes, and other property-related costs incurred during the first quarter of 1995 in connection with the operation of the property. 3) Depreciation Expense - to reduce depreciation expense by the amount charged during the first three months of the year. ASSOCIATED PLANNERS REALTY FUND AND CONSOLIDATED ENTITIES A CALIFORNIA LIMITED PARTNERSHIP PRO FORMA INCOME STATEMENT FOR THE THREE MONTHS ENDED MARCH 31, 1995 For the three Pro Forma For the three months ended Adjustments months ended March 31, 1995 March 31, 1995 (adjusted) REVENUES Rental $189,017 ($72,342) (1) $116,675 Interest 878 0 878 189,895 (72,342) 117,553 COSTS AND EXPENSES Operating 71,615 (40,877) (2) 30,738 General and Administrative 31,555 31,555 Depreciation 36,231 (8,460) (3) 27,771 139,401 (49,337) 90,064 LESS MINORITY INTEREST IN NET INCOME (LOSS) OF JOINT VENTURE (2,030) (2,030) NET INCOME $48,464 ($23,005) $25,459 NET INCOME PER LIMITED PARTNERSHIP UNIT $5.38 $2.83