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