SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission file number 0-14177
MRI Business Properties Fund, Ltd. II
(Exact name of Registrant as specified in its charter)
California 94-2935565
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (404) 916-9090
N/A
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes_____ No_____
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date __________________.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets
December 31, September 30,
1994 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 7,974,000 $ 9,346,000
Restricted cash 759,000 1,921,000
Accounts receivable and other assets 4,119,000 4,835,000
Real Estate:
Real estate 135,434,000 132,781,000
Accumulated depreciation (54,641,000) (53,454,000)
Allowance for impairment of value (10,948,000) (10,948,000)
------------- -------------
Real estate, net 69,845,000 68,379,000
------------- -------------
Intangible assets 1,171,000 1,187,000
------------- -------------
Total assets $ 83,868,000 $ 85,668,000
============= =============
Liabilities and Partners' Equity
Accounts payable and other liabilities $ 2,978,000 $ 4,039,000
Due to an affiliate of the joint venture partner 69,000 91,000
Due to unconsolidated joint venture 422,000 338,000
Notes payable 56,196,000 56,814,000
------------- -------------
Total liabilities 59,665,000 61,282,000
------------- -------------
Minority interest in joint venture 2,731,000 2,630,000
------------- -------------
Partners' Equity:
General partners (deficit) (2,882,000) (2,876,000)
Limited partners' equity (91,083 assignee units
outstanding at December 31, 1994 and September
30, 1994) 24,354,000 24,632,000
------------- -------------
Total partners' equity 21,472,000 21,756,000
------------- -------------
Total liabilities and partners' equity $ 83,868,000 $ 85,668,000
============= =============
See notes to consolidated financial statements.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
Consolidated Statements of Operations (Unaudited)
For the Three Months Ended
December 31, December 31,
1994 1993
Revenues:
Room revenue $ 8,661,000 $ 8,024,000
Food and beverage revenue 4,907,000 4,772,000
Other operating revenues 790,000 668,000
Interest 177,000 69,000
------------- -------------
Total revenues 14,535,000 13,533,000
------------- -------------
Expenses:
Room expenses 2,044,000 1,819,000
Food and beverage expenses 3,780,000 3,594,000
Other operating expenses 5,467,000 5,407,000
Interest 2,019,000 1,430,000
Depreciation and other amortization 1,202,000 1,268,000
Equity in unconsolidated joint venture's
operations 84,000 107,000
General and administrative 122,000 105,000
------------- -------------
Total expenses 14,718,000 13,730,000
------------- -------------
(Loss) before minority interest in joint venture's
operations (183,000) (197,000)
Minority interest in joint venture's operations (101,000) (21,000)
------------- -------------
Net (loss) $ (284,000) $ (218,000)
============= =============
Net (loss) per limited partnership assignee unit $ (3) $ (2)
============= =============
See notes to consolidated financial statements.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
Consolidated Statement of Partners' Equity (Deficit) (Unaudited)
For the Three Months Ended December 31, 1994
General Limited Total
Partners' Partners' Partners'
(Deficit) Equity Equity
Balance - October 1, 1994 $ (2,876,000) $ 24,632,000 $ 21,756,000
Net (loss) (6,000) (278,000) (284,000)
------------- ------------- -------------
Balance - December 31, 1994 $ (2,882,000) $ 24,354,000 $ 21,472,000
============= ============= =============
See notes to consolidated financial statements.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended
December 31, December 31,
1994 1993
Operating Activities:
Net (loss) $ (284,000) $ (218,000)
Adjustments to reconcile net (loss) to net
cash provided by operating activities:
Depreciation and amortization 1,331,000 1,337,000
Mortgage costs (211,000) (122,000)
Minority interest in joint venture's operations 101,000 21,000
Equity in unconsolidated joint venture's
operations 84,000 107,000
Changes in operating assets and liabilities:
Accounts receivable and other assets 866,000 222,000
Accounts payable, other liabilities and due to
an affiliate of the joint venture partner (1,082,000) (254,000)
------------- -------------
Net cash provided by operating activities 805,000 1,093,000
------------- -------------
Investing Activities:
Properties and improvements additions (2,653,000) (413,000)
Settlement proceeds - 102,000
Proceeds from cash investments - 3,166,000
Purchase of cash investments - (3,945,000)
Restricted cash 1,162,000 (110,000)
Unconsolidated joint venture contributions - (150,000)
------------- -------------
Net cash (used in) investing activities (1,491,000) (1,350,000)
------------- -------------
Financing Activities:
Satisfaction of mortgages payable (19,874,000) -
Proceeds from mortgage refinancing 19,400,000 -
Notes payable principal payments (212,000) (222,000)
------------- -------------
Net cash (used in) financing activities (686,000) (222,000)
------------- -------------
Increase (Decrease) in Cash and Cash
Equivalents (1,372,000) (479,000)
Cash and Cash Equivalents at Beginning of Period 9,346,000 4,063,000
------------- -------------
Cash and Cash Equivalents at End of Period $ 7,974,000 $ 3,584,000
============= =============
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the period $ 1,906,000 $ 1,246,000
============= =============
Supplemental Disclosure of Non-Cash Investing and
Financing Activities:
Equipment financed $ - $ 329,000
============= =============
See notes to consolidated financial statements.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General
The accompanying consolidated financial statements, footnotes and discussions
should be read in conjunction with the consolidated financial statements,
related footnotes and discussions contained in the Partnership's Annual Report
for the year ended September 30, 1994. Certain accounts have been reclassified
in order to conform to the current period.
The financial information contained herein is unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such financial
information have been included. All adjustments are of a normal recurring
nature, except for the mortgage refinancing, as described in Note 3.
The results of operations for the three months ended December 31, 1994 and 1993
are not necessarily indicative of the results to be expected for the full year.
2. Transactions with Related Parties
Affiliates of the Managing General Partner received reimbursements of
administrative expenses amounting to $28,000 during the three months ended
December 31, 1994. These reimbursements are primarily included in general and
administrative expenses.
3. Notes Payable
The Partnership's $650,000 renovation loan from Marriott on the Partnership's
Somerset Marriott Hotel matured in January 1994. The Partnership has not repaid
the loan and is negotiating with the lender to extend the loan. Although
management is confident that this loan can be extended, if the Partnership is
unable to extend the loan, the Partnership would have sufficient working capital
reserves to satisfy the loan.
On December 21, 1994, the Partnership satisfied the renovation loan from
Marriott on the Partnership's Marriott Riverwalk Hotel in the amount of
$1,487,000 plus accrued interest of approximately $126,000. The loan was due to
mature December 31, 1994.
The mortgages encumbering the Marriott Riverwalk Hotel were refinanced and
consolidated on December 23, 1994 in the principal amount of $19,400,000. The
loan requires monthly payments of approximately $185,000, bears interest at
9.85% and is being amortized over a twenty year period. The mortgage matures on
January 1, 2002 at which time a balloon payment of approximately $16,319,000
will be due. A premium (prepayment penalty) is to be calculated under the terms
of the mortgage if the loan is prepaid. The Partnership incurred closing costs
and fees of approximately $194,000 during the year ended September 30, 1994 and
$211,000 during the quarter ended December 31, 1994, in connection with this
refinancing. The Partnership also paid a $640,000 prepayment penalty which is
included in interest expense.
Pursuant to a revised management agreement between the Partnership and Marriott
Hotel Services, Inc., the Partnership has increased its replacement reserve
escrow (from 5% of gross revenues) to 10% of gross revenues in 1995 and 1996, 9%
of gross revenues in 1997, 7% of gross revenues in 1998 and 5% thereafter to be
used for renovation costs.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Investment in Unconsolidated Joint Venture
The following are the condensed balance sheets as of December 31, 1994 and
September 30, 1994 and condensed statements of operations for the three months
ended December 31, 1994 and 1993 of the unconsolidated joint venture:
MRI BUSINESS PROPERTIES COMBINED FUND NO. 1
CONDENSED BALANCE SHEETS
December 31, September 30,
1994 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 691,000 $ 561,000
Restricted cash 258,000 564,000
Accounts receivable and other assets 1,386,000 1,323,000
Real Estate:
Real estate 62,970,000 62,898,000
Accumulated depreciation (16,735,000) (16,335,000)
Allowance for impairment of value (11,962,000) (11,962,000)
------------- -------------
Real estate, net 34,273,000 34,601,000
------------- -------------
Total assets $ 36,608,000 $ 37,049,000
============= =============
Liabilities and Partners' Deficiency
Accounts payable and other liabilities $ 2,436,000 $ 2,320,000
Due to affiliates 1,872,000 2,095,000
Note payable 34,000,000 34,000,000
------------- -------------
Total liabilities 38,308,000 38,415,000
------------- -------------
Minority interest in joint venture (856,000) (689,000)
------------- -------------
Partners' Deficiency:
MRI BPF, LTD. II (422,000) (338,000)
MRI BPF, LTD. III (422,000) (339,000)
------------- -------------
Total partners' deficiency (844,000) (677,000)
------------- -------------
Total liabilities and partners'
deficiency $ 36,608,000 $ 37,049,000
============= =============
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Investment in Unconsolidated Joint Venture (Continued)
MRI BUSINESS PROPERTIES COMBINED FUND NO. 1
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended
December 31, December 31,
1994 1993
Revenues $ 4,871,000 $ 5,128,000
Expenses 5,205,000 5,549,000
------------- -------------
Loss before minority interest in joint
venture operations (334,000) (421,000)
Minority interest in joint venture
operations 167,000 208,000
------------- -------------
Net loss $ (167,000) $ (213,000)
============= =============
Allocation of net loss:
MRI BPF, Ltd. II $ (84,000) $ (107,000)
MRI BPF, Ltd. III (83,000) (106,000)
------------- -------------
Net loss $ (167,000) $ (213,000)
============= =============
The three months ended December 31, 1993 contained fourteen weeks.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
This item should be read in conjunction with the Consolidated Financial
Statements and other Items contained elsewhere in this Report.
Liquidity and Capital Resources
All of Registrant's properties are hotels, including Registrant's interest in
the unconsolidated joint venture. Registrant receives hotel operating revenues
and is responsible for operating expenses, administrative expenses, capital
improvements and debt service payments. Registrant uses working capital reserves
provided from any undistributed cash flow from operations as its primary source
of liquidity. During the three months ended December 31, 1994, the Radisson
South generated positive cash flow while the Marriott Riverwalk and the Somerset
Marriott Hotel generated negative cash flow. The Holiday Inn Crowne Plaza,
owned by the unconsolidated joint venture, experienced positive cash flow during
such period. In total, Registrant experienced negative cash flow for the three
months ended December 31, 1994. The Radisson South spent $407,000 of cash
during the three months ended December 31, 1994 for guest room and other
renovations. Management anticipates spending an additional $2,600,000 for room
renovations at the Radisson South. Although not budgeted for fiscal year 1995,
Registrant's Radisson South Hotel property may expend approximately $2,000,000
to $3,000,000 over the ensuing years performing various asbestos abatement
programs. Guest room renovations continue at the Holiday Inn Crowne Plaza. To
date, $72,000 has been spent and management anticipates spending an additional
$900,000 to complete the renovations. The Marriott Riverwalk spent $1,692,000
and the Somerset Marriott spent $550,000 in guest room renovations. An
additional $1,300,000 in guest room and other renovations are anticipated at the
Marriott Riverwalk. All renovations will be funded by working capital and
replacement reserves (restricted cash). To preserve working capital reserves,
required for these renovations and provide resources for debt restructuring,
cash distributions remained suspended during the first three months of fiscal
year 1995. Cash distributions will be evaluated in the near future.
The level of liquidity based upon cash and cash equivalents experienced a
$1,372,000 decrease at December 31, 1994, as compared to September 30, 1994.
Registrant's $805,000 of cash from operating activities was offset by $1,491,000
of investing activities and $686,000 of financing activities. Investing
activities consisted of properties and improvements additions of $2,653,000 and
a decrease in restricted cash of $1,162,000. The decrease in restricted cash is
primarily the result of the lender releasing $823,000 of restricted cash
relating to completed renovations on Registrant's Marriott Somerset property.
Financing activities consisted of $19,874,000 of mortgage principal repayments
and $212,000 of notes payable principal payments, which was partially offset by
$19,400,000 of proceeds from the mortgage refinancing. Proceeds (before
mortgage costs) of $374,000 were received from refinancing the mortgage
encumbering Registrant's Riverwalk property. These proceeds are net of
approximately $640,000 in prepayment penalty paid on the former mortgage.
Mortgage costs of $211,000 paid during the three months ended December 31, 1994
and $194,000 paid in the prior year (operating activities) were incurred in
connection with the refinancing. The new mortgage encumbering Registrant's
Riverwalk property, requires monthly payments of $185,000 at 9.85% and is being
amortized over a
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources (Continued)
twenty year period. The mortgage matures on January 1, 2002 at which time a
balloon of approximately $16,319,000 will be due. The former first mortgage
accrued interest at 10.25% and was scheduled to mature on January 1, 2010. The
former note also required an additional interest payment on specified levels of
hotel gross operating income. Additional interest of $308,000 was paid for the
fiscal year ended September 30, 1994. The second former mortgage accrued
interest at 8.25% and was scheduled to mature on January 1, 2010. All other
increases (decreases) in certain assets and liabilities are the result of the
timing of receipt and payment of various operating activities.
During the first quarter of fiscal 1995, DeForest Ventures I L.P. acquired
26,266 limited partnership units or 28.8% of total limited partnership units of
Registrant. The purchase is not expected to have an impact on the operations or
liquidity of Registrant.
Working capital reserves are primarily invested in money market accounts. The
Managing General Partner believes that, if market conditions remain relatively
stable, cash flow from operations, when combined with working capital reserves,
will be sufficient to fund essential capital improvements and debt service
payments in 1995 and the foreseeable future. A $650,000 renovation loan from
Marriott on Registrant's Somerset Marriott Hotel matured in January 1994.
Registrant has not repaid the loan and is negotiating with the lender to extend
the loan. If Registrant is unable to extend the loan, Registrant would have
sufficient working capital reserves to satisfy the loan. On December 21, 1994,
Registrant satisfied the renovation loan from Marriott on Registrant's Marriott
Riverwalk Hotel in the amount of $1,437,000. The loan was due to mature
December 31, 1994. Registrant has balloon payments of $14,278,000 due in
December 1995 on the mortgages encumbering the Radisson South Hotel. Although
management is confident that these mortgages can be replaced, there is no
assurance that this will be accomplished, in which case, Registrant will be
required to sell the property or risk losing its entire investment in the
property. If the Radisson South is lost through foreclosure, Registrant would
incur a loss of approximately $6,200,000. The mortgage encumbering the Holiday
Inn Crowne Plaza, matures in July 1995. The mortgage agreement provides an
option to extend the maturity date to June 1999. The new interest rate on the
loan if extended will be approximately 12%. The Managing General Partner
believes that each of the mortgages will be refinanced in an orderly fashion.
At this time, it appears that the investment objective of capital growth will
not be attained and that investors will not receive a return of all of their
invested capital. The extent to which invested capital is returned to investors
is dependent upon the performance of Registrant's properties and the markets in
which such properties are located and on the sales price of the remaining
properties. The ability to hold and operate these properties is dependent on
Registrant's ability to obtain refinancing or debt modification as required.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Real Estate Market
The income and expenses of operating the properties owned by Registrant are
subject to factors outside of Registrant's control, such as over-supply of
similar properties resulting from over-building, increases in unemployment or
population shifts or changes in patterns or needs of users. Expenses, such as
local real estate taxes and miscellaneous expenses, are subject to change and
cannot always be reflected in room rate increases due to market conditions. In
addition, there are risks inherent in owning and operating lodging facilities
because such properties are management and labor intensive and especially
susceptible to the impact of economic and other conditions outside the control
of Registrant. There have been, and it is possible there may be other Federal,
state and local legislation and regulations enacted relating to the protection
of the environment. Registrant is unable to predict the extent, if any, to
which such new legislation or regulations might occur and the degree to which
such existing or new legislation or regulations might adversely affect the
properties owned by Registrant.
Results of Operations
Three Months Ended December 31, 1994 vs. December 31, 1993
Operating results, prior to the minority interest in joint venture's operations,
improved by $14,000 for the three months ended December 31, 1994, as compared to
1993. The increase in revenues of $1,002,000 was partially offset by an
increase in expenses of $988,000.
Revenues increased by $1,002,000 due to increases in room revenues of $637,000,
food and beverage revenues of $135,000, other operating income of $122,000 and
interest income of $108,000. The increase in room revenue was attributable to
increases in both occupancy and rates at Registrant's Radisson South Hotel and
Somerset Marriott which was only partially offset by a decrease in occupancy and
rates at the Marriott Riverwalk. Food and beverage revenue increased due to an
increase of $167,000 at Registrant's Radisson South Hotel, which was partially
offset by decreases at Registrant's Marriott Riverwalk and Somerset Hotels.
Other operating revenues increased primarily due to increases in telephone and
miscellaneous income at all of Registrant's hotels. Interest income increased
primarily due to an increase in average working capital reserves available for
investment.
Expenses increased by $988,000 for the three months ended December 31, 1994, as
compared to 1993, due to increases in room expenses of $225,000, food and
beverage expenses of $186,000, other operating expenses of $60,000, interest
expense of $589,000, and general and administrative expenses of $17,000, which
were only partially offset by decreases in depreciation and amortization expense
of $66,000 and equity in unconsolidated joint venture's operations of $23,000.
The increase in room expenses is attributable to the increase in occupancy at
Registrant's Radisson South and Somerset Hotels. Food and beverage expenses
increased at Registrant's Radisson South hotel. Other operating expenses
increased at Registrant's Radisson South Hotel, which was partially offset by
decreases in other operating expenses at Registrant's Marriott Riverwalk and
Somerset Marriott Hotels. Interest expense increased at Registrant's Marriott
Riverwalk Hotel due to a prepayment penalty of $640,000
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Results of Operations (Continued)
on the former mortgage. General and administrative expenses increased primarily
due to increased asset management costs and an increase in reimbursed expenses.
Depreciation and amortization expense decreased due to a portion of Registrant's
assets becoming fully depreciated in the prior year.
Unconsolidated Joint Venture Operations
(MRI BPF Combined Fund No. 1)
Three Months Ended December 31, 1994 vs. December 31, 1993
Operating results, remained relatively constant, during the thirteen week
comparative period, due to increased occupancy and room rates which were offset
by increased expenses.
Properties
A description of the hotel properties in which Registrant has an ownership
interest during the period covered by this Report, together with occupancy and
room rate data, follows:
MRI BUSINESS PROPERTIES FUND, LTD. II
OCCUPANCY AND ROOM RATE SUMMARY
Average Average
Occupancy Daily Room
Rate (%) Rate ($)
------------ --------------
Three months Three months
Date Ended Ended
of December 31, December 31,
Name and Location Rooms Purchase 1994 1993 1994 1993
- - - --------------------------- ----- -------- ---- ---- ------ ------
Radisson South Hotel
Bloomington, Minnesota 575 11/84 67 60 75.76 71.93
Marriott Riverwalk Hotel
San Antonio, Texas 500 11/84 72 76 114.80 115.92
Somerset Marriott Hotel
Somerset County, New Jersey 434 09/85 67 60 86.28 85.21
Holiday Inn Crowne Plaza
Atlanta, Georgia (1) 492 03/86 71 68 89.20 87.53
(1) Registrant and an affiliated partnership, MRI Business Properties Fund, Ltd.
III, own a joint venture which has a 50 percent interest in this property.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.1 Promissory Note dated December 21, 1994 by MRI Business Properties
Fund, Ltd. II (the "Partnership") in favor of Connecticut General
Life Insurance Company ("CIGNA") in the principal amount of
$19,400,000.
10.2 Deed of Trust, Security Agreement and Financing Statement, dated as
of December 21, 1994, by the Partnership and John B. Stewart,
trustee, for the benefit of CIGNA.
(b) Reports on Form 8-K:
On October 12, 1994, a Current Report on Form 8-K was filed with the
Securities and Exchange Commission to provide for the sale by National
Property Investors, Inc. ("NPI"), the parent of NPI Equity Investments
II, Inc., of one-third of its stock to an affiliate of Apollo Real Estate
Advisors, L.P. ("Apollo"). In addition, the 8-K disclosed the acquisition
by affiliates of Apollo and NPI of (I) the stock in the general partners
of DeForest Ventures I L.P. ("DeForest") and DeForest Ventures II L.P.
("DeForest II") and (ii) a limited partnership interest in DeForest and
DeForest II.
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
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.
MRI BUSINESS PROPERTIES FUND, LTD. II
By: MONTGOMERY REALTY COMPANY 84,
A California General Partnership,
its managing general partner
By: FOX REALTY INVESTORS,
A California General Partnership,
its managing general partner
By: NPI Equity Investments II, Inc.,
A Florida Corporation,
its managing partner
/s/ ARTHUR N. QUELER
ARTHUR N. QUELER
Executive Vice President, Treasurer, Secretary
and Director (Principal Financial and Accounting
Officer)
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MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1994
EXHIBIT INDEX
Exhibits Page No.
- - - -------- --------
10.1 Promissory Note dated December 21, 1994 by MRI 20
Business Properties Fund, Ltd. II (the "Partnership")
in favor of Connecticut General Life Insurance
Company ("CIGNA") in the principal amount of
$19,400,000.
10.2 Deed of Trust, Security Agreement and Financing 33
Statement, dated as of December 21, 1994, by the
Partnership and John B. Stewart, trustee, for the
benefit of CIGNA.
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