SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1995
MRI Business Properties Fund, Ltd. II
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-14177 94-2935565
(Commission File Number) (I.R.S. Employer Identification No.)
5665 Northside Drive, N.W., Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
(404) 916-9090
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On June 16, 1995, Registrant sold its San Antonio Marriott
Riverwalk Hotel to HMH Rivers, Inc., an unaffiliated entity. The
buyer assumed the existing mortgage on the property (approximately
$19,600,000) and paid to Registrant approximately $30,000,000. The
sale resulted in a gain of approximately $19,000,000. In addition,
after a final accounting is performed by the management company for
the month of June additional amounts may be payable to Registrant.
Registrant intends to distribute the net proceeds from the sale to its
partners pursuant to the terms of the Partnership Agreement during the
fourth fiscal quarter of 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(b) Pro Forma Financial Information:
The following pro forma condensed consolidated balance sheet as
of March 31, 1995, and the pro forma consolidated statements of
operations for the six month period then ended and the year ended
September 30, 1994, give effect to the sale of Registrant's Marriott
Riverwalk property. The adjustments related to the pro forma
condensed consolidated balance sheet assume the transaction was
consummated at March 31, 1995, while the adjustments to the pro forma
consolidated income statements assume the transaction was consummated
at the beginning of the period presented. The sale occurred on June
16, 1995.
The pro forma adjustments required are to eliminate the assets,
liabilities and operating activity of the Marriott Riverwalk and to
reflect consideration received for the property.
These pro forma adjustments are not necessarily inclusive of the
results that actually would have occurred if the sale had been in
effect as of and for the periods presented or what may be achieved in
the future.
MRI BUSINESS PROPERTIES FUND, LTD. II
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
March 31, 1995
Pro Forma
Historical Adjustments Pro Forma
Assets
Cash and cash equivalents $ 5,472,000 $ (348,000) $ 5,124,000
Restricted cash 692,000 (685,000) 7,000
Receivables 3,106,000 28,769,000 31,875,000(a)
Other assets 1,860,000 (1,128,000) 732,000
Real Estate:
Real estate 138,907,000 (47,793,000) 91,114,000
Accumulated
depreciation (56,221,000) 20,274,000 (35,947,000)
Allowance for
impairment of value (10,948,000) - (10,948,000)
Real estate, net 71,738,000 (27,519,000) 44,219,000
Intangible assets 1,157,000 (1,157,000) -
Total assets $ 84,025,000 $ (2,068,000) $ 81,957,000
Liabilities and Partners' Equity
Accounts payable and
other liabilities $ 3,388,000 $ (1,010,000) $ 2,378,000
Due to an affiliate of the
joint venture partner 174,000 - 174,000
Due to unconsolidated
joint venture 445,000 - 445,000
Notes payable 56,080,000 (19,347,000) 36,733,000
Total liabilities 60,087,000 (20,357,000) 39,730,000
Minority interest
in joint venture 2,711,000 - 2,711,000
Partners' equity 21,227,000 18,289,000 39,516,000
Total liabilities and
partners' equity $ 84,025,000 $ (2,068,000) $ 81,957,000
(a) Receivables consists of a $30,000,000 receivable from the sale. Receivables and other
assets have been reclassified to conform to the pro forma financial statements.
MRI BUSINESS PROPERTIES FUND, LTD. II
Pro Forma Consolidated Statement of Operations (Unaudited)
For the Six Months Ended March 31, 1995
Pro Forma
Historical Adjustments Pro Forma
Revenues:
Room revenue $ 16,906,000 $ (7,248,000) $ 9,658,000
Food and beverage
revenue 9,383,000 (2,423,000) 6,960,000
Other operating
revenues 1,473,000 (528,000) 945,000
Interest 223,000 (45,000) 178,000
Total revenues 27,985,000 (10,244,000) 17,741,000
Expenses:
Room expenses 4,023,000 (1,425,000) 2,598,000
Food and beverage
expenses 7,178,000 (2,014,000) 5,164,000
Other operating
expenses 10,624,000 (4,163,000) 6,461,000
Interest 3,465,000 (1,537,000) 1,928,000
Depreciation and
amortization 2,797,000 (1,161,000) 1,636,000
Equity in unconsolidated
joint venture's
operations 107,000 - 107,000
General and administrative 239,000 - 239,000
Total expenses 28,433,000 (10,300,000) 18,133,000
Loss before minority
interest in joint
venture's operations (448,000) 56,000 (392,000)
Minority interest in joint
venture's operations (81,000) - (81,000)
Net loss $ (529,000) $ 56,000 $ (473,000)
Net loss per limited
partnership assignee
unit $ (6) $ 1 $ (5)
MRI BUSINESS PROPERTIES FUND, LTD. II
Pro Forma Condensed Statement of Operations (Unaudited)
For the Year Ended September 30, 1994
Pro Forma
Historical Adjustments Pro Forma
Revenues:
Room revenue $ 36,862,000 $ (17,258,000) $ 19,604,000
Food and beverage
revenue 17,984,000 (4,719,000) 13,265,000
Other operating
revenues 3,084,000 (1,316,000) 1,768,000
Interest 340,000 (36,000) 304,000
Total revenues 58,270,000 (23,329,000) 34,941,000
Expenses:
Room expenses 8,019,000 (3,085,000) 4,934,000
Food and beverage
expenses 13,867,000 (3,883,000) 9,984,000
Other operating
expenses 22,987,000 (9,775,000) 13,212,000
Interest 6,159,000 (2,273,000) 3,886,000
Depreciation and
amortization 5,082,000 (1,999,000) 3,083,000
Equity in unconsolidated
joint venture's
operations 342,000 - 342,000
General and administrative 430,000 - 430,000
Total expenses 56,886,000 (21,015,000) 35,871,000
Loss before minority
interest in joint
venture's operations 1,384,000 (2,314,000) (930,000)
Minority interest in joint
venture's operations (145,000) - (145,000)
Net income (loss) $ 1,239,000) $ (2,314,000) $ 1,075,000)
Net income (loss) per
limited partnership
assignee unit $ 13 $ (25) $ (15)
SIGNATURES
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 hereunto duly authorized.
MRI BUSINESS PROPERTIES FUND, LTD. II
By: Montgomery Realty Company 84,
its General Partner
By: Fox Realty Investors,
its Managing Partner
By: NPI Equity Investments II, Inc.,
its Managing partner
Date: June 29, 1995 By: /s/ Michael L. Ashner
Michael L. Ashner,
President