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) May 12,1997 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 Brookwood Village Mall and Convenience Center On March 6, 1997, Krupp Cash Plus-II Limited Partnership (the "Partnership") and its Joint Venture Partner, BRI Texas Apartments Limited Partnership, (collectively referred to here in as the "Joint Venture Partners") entered into a Real Estate Exchange Contract to exchange Brookwood Village Mall and Convenience Center ("Brookwood Village"), a shopping center containing 474,083 net leasable square feet located in Birmingham, Alabama, with Colonial Realty Limited Partnership, an unaffiliated third party. The transaction was consummated on May 12, 1997. Consideration received in the exchange consisted of cash and two multi-family apartment complexes totaling $32,422,220. Each Joint Venture Partner will receive 50% of the net sales proceeds. As of May 22, 1997, the Partnership had received cash of $15,854,415, net of the Partnership's share of the closing costs of $221,587. Item 7. Financial Statements, Proforma Financial Information and Exhibits (a) Financial Statements Response: Not applicable (b) Pro Forma Financial Information On May 12, 1997, Krupp Cash Plus-II Limited Partnership (the "Partnership") and its Joint Venture Partner (collectively referred to herein as the "Joint Venture Partners") exchanged Brookwood Village Mall and Convenience Center ("Brookwood Village") with Colonial Realty Limited Partnership for consideration of cash and two multi-family apartment complexes totaling $32,422,220. The Partnership has presented in this Form 8-K, a Pro Forma Balance Sheet at March 31, 1997 and Pro Forma Statements of Operations for the three months ended March 31, 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 March 31, 1997 (unaudited) ASSETS Actual at Pro Forma Pro Forma March 31, 1997 Adjustments March 31, 1997 (Note 1) (Note 1) (Note 1) Real estate assets: Multi-family apartment complex, less accumulated depreciation of $4,750,118 $ 5,729,819 $ 5,729,819 Retail centers, less accumulated depreciation of $14,541,194 36,020,513 36,020,513 Investment in Joint Venture 16,525,857 (16,525,857) - Mortgage-backed securities ("MBS"), net of accumulated amortization 6,839,069 6,839,069 Total real estate assets 65,115,258 (16,525,857) 48,589,401 Cash and cash equivalents 6,749,571 6,749,571 Other assets 602,572 602,572 Total assets $ 72,467,401 $(16,525,857) $ 55,941,544 LIABILITIES AND PARTNERS' EQUITY Liabilities: Accounts payable $ 8,197 $ 8,197 Accrued expenses and other liabilities 673,045 673,045 Due to affiliates 6,923 6,923 Total liabilities 688,165 - 688,165 Partners' equity 71,779,236 (16,525,857) 55,253,379 Total liabilities and Partners' equity $72,467,401 $(16,525,857) $ 55,941,544 See accompanying note to pro forma financial statements KRUPP CASH PLUS-II LIMITED PARTNERSHIP PRO FORMA STATEMENT OF OPERATIONS For the Three Months Ended March 31, 1997 (unaudited) As Reported for the Three Pro Forma for the Months Ended Pro Forma Three Months Ended March 31, 1997 Adjustments March 31, 1997 (Note 1) (Note 1) (Note 1) Revenue: Rental $ 1,738,839 $ 1,738,839 Partnership's share of Joint Venture net loss (538,037) 538,037 - Interest income - MBS 154,336 154,336 Interest income - other 109,360 109,360 Total revenue 1,464,498 538,037 2,002,535 Expenses: Operating 220,795 220,795 Maintenance 99,534 99,534 General and administrative 177,319 177,319 Real estate taxes 217,649 217,649 Management fees 91,061 91,061 Depreciation 532,546 532,546 Total expenses 1,338,904 - 1,338,904 Net income $ 125,594 $ 538,037 $ 663,631 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 475,288 475,288 Total revenue 3,764,199 3,923,070 7,687,269 Expenses: Operating 948,743 948,743 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 - 5,220,048 Net income (loss) $ (1,455,849) $ 3,923,070 $ 2,467,221 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 March 31, 1997 is based on the historical Balance Sheet of the Partnership as reported on Form 10-Q for the quarter ended March 31, 1997. The Pro Forma adjustment represents an adjustment to the Partnership's investment in Brookwood Village Joint Venture (the "Joint Venture") to show the effect of the exchange. The Pro Forma Balance Sheet at March 31, 1997 reflects the balance sheet as if the exchange had occurred prior to March 31, 1997. The Pro Forma Statement of Operations for the three months ended March 31, 1997 is based on the historical Statement of Operations of the Partnership as reported on Form 10-Q for the three months ended March 31, 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 share of Brookwood Village's net loss for the respective period presented. The Pro Forma Statements of Operations for the three months ended March 31, 1997 and for the year ended December 31, 1996 reflect the results of operations of the Partnership as if the Joint Venture Partners had exchanged Brookwood Village 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 exchange. (c)Exhibits 1.Real Estate Exchange Contract dated March 6, 1997 between Brookwood Village Joint Venture and Colonial Realty Limited Partnership. 2. First Amendment to Real Estate Exchange Contract dated April 4, 1997 between Brookwood Village Joint Venture and Colonial Realty Limited Partnership. 3. Second Amendment to Real Estate Exchange Contract dated April 25, 1997 between Brookwood Village Joint Venture and Colonial Realty Limited Partnership. 4. Closing Statement dated May 12, 1997 between Brookwood Village Joint Venture and Colonial Realty 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 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: May 27, 1997 D