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) >page> 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 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 Cash Plus-II 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 Cash Plus-II 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 Cash Plus-II 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 Cash Plus-II 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 Cash Plus-II 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: February 3, 1998