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) June 16, 1997 FLORIDA INCOME FUND II, LTD. PARTNERSHIP -------------------------------- (Exact Name of Registrant as Specified in its Charter) OHIO 33-04345 33-1168320 - --------------- ------------------- ----------- (State or Other (Commission file number) (IRS Employer Jurisdiction of ID Number) Incorporation) 12800 University Drive, Ste 675, Ft. Myers, FL 33907 ------------------------------------------------------- (Address of Principal Executive Offices (Zip Code) Registrant's telephone number, including area code (941) 481-2011 --------------- N/A ----------------------------------------------------------- Former Name or Former Address, if Changes Since Last Report TABLE OF CONTENTS ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS ITEM 5 HISTORICAL SUMMARY OF GROSS REVENUES AND CERTAIN DIRECT OPERATING EXPENSES EXHIBIT 99.1 SELLERS CLOSING STATEMENT SIGNATURES Page 2 ITEM 2 - FORM 8-K ACQUISITION OR DISPOSITION OF ASSETS SALE OF MANATEE WEST SHOPPING CENTER The Partnership sold Manatee West Shopping Center, a 48,000 sq. ft. shopping center in Bradenton, Florida on June 16, 1997 at a price of $2,240,000. The purchaser was not affiliated with the Partnership or its general partners. Costs of sale totaled $121,321 which included a real estate commission to an unrelated third party of $92,000, title insurance costs of $9,366, a property transfer tax of $15,680 and legal fees of $4,275. The property was free and clear of debt. A special cash distribution of $2,056,308.45 or $192.99 per investment unit is being distributed to the limited partners on or about June 18, 1997. Pursuant to the information required by Article 11 of Regulation S- X, if the Partnership had disposed of the property on March 31, 1997, the effect on the Partnership's unaudited balance sheet of the same date would have been a decrease in net asset value of $3,209,030, a decrease in other liabilities of $58,066 and a decrease in net worth of $1,094,596. This net worth would then be further reduced by $2,056,308 as a result of the special capital cash distribution paid to the limited partners. If this sale had occurred on January 1, 1997, the effect on the unaudited income statement for the three months ended March 31, 1997 would have been a decrease in revenue by $119,244, a decrease in operating expense by $45,239, a decrease in non-operating expense by $3,558 and a decrease in depreciation expense by $26,706. All of the foregoing adjustments would have resulted in a decrease in net income of $44,741. Included in this report is a historical summary of the property's gross revenues and certain direct operating expenses for the twelve months ended 12/31/96, 12/31/95 and 12/31/94. Also included is a summary of the seller's closing statement. Page 3 MANATEE WEST SHOPPING CENTER HISTORICAL SUMMARY OF GROSS REVENUES AND CERTAIN DIRECT OPERATING EXPENSES 12/31/96 12/31/95 12/31/94 GROSS REVENUES 459,651 423,664 571,919 CERTAIN DIRECT OPERATING EXPENSES Maintenance 28,608 30,995 21,399 Utilities 20,684 13,326 13,054 Administrative 32,746 55,112 62,887 Real Estate Taxes 45,746 63,209 60,101 Insurance 9,551 13,356 11,837 Landlord Costs 18,943 68,404 17,552 _______ _______ _______ TOTAL CERTAIN DIRECT 156,278 243,501 186,830 OPERATING EXPENSES EXCESS OF GROSS 303,373 180,163 385,089 REVENUES OVER CERTAIN DIRECT OPERATING EXPENSES Page 4 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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. FLORIDA INCOME FUND II, LTD PARTNERSHIP (REGISTRANT) June 24, 1997 /S/ LAWRENCE A. RAIMONDI - ---------------------------------- LAWRENCE A. RAIMONDI PRESIDENT AND DIRECTOR, AND CEO MARINER CAPITAL MANAGEMENT, INC. (PRINCIPAL EXECUTIVE OFFICER) /S/ JOE K. BLACKETER - ---------------------------------- JOE K. BLACKETER SECRETARY/TREASURER MARINER CAPITAL MANAGEMENT, INC. (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) Page 5