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): September 18, 1997 NEW ENGLAND LIFE PENSION PROPERTIES II; A REAL ESTATE LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in its Charter) Massachusetts (State or Other Jurisdiction of Incorporation) 0-13323 04-2803902 (Commission File Number) (IRS Employer Identification No.) 225 Franklin Street, Boston, MA 02110 (Address of principal executive offices) (Zip Code) (617) 261-9000 Registrant's Telephone Number, Including Area Code Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. - ---------------------------------------------- New England Life Pension Properties II; A Real Estate Limited Partnership (the "Partnership"), owned a 75% interest in a shopping center located at 1975 Diamond Boulevard, Concord, California known as the Willows Shopping Center (the "Property"). The remaining 25% was owned by New England Life Pension Properties; A Real Estate Limited Partnership, an affiliate of the Partnership (collectively the "Partnerships"). On September 18, 1997, the Partnerships sold their collective interest in the Property to an unrelated third party for total gross proceeds of $28,575,000. The terms of the sale were determined by arms- length negotiation between the buyer and AEW Real Estate Advisors, Inc., on behalf of the Partnerships. Item 7. Financial Statements and Exhibits. - ------------------------------------------- a.) Financial statements of businesses acquired. Not Applicable. b.) Pro Forma Financial Information. The Partnership is currently unable to provide complete pro forma financial information required as a result of the above transaction. This financial information will be disclosed in the Partnership's Form 10-Q for the period ending September 30, 1997. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 2, 1997 NEW ENGLAND LIFE PENSION PROPERTIES II; A REAL ESTATE LIMITED PARTNERSHIP (Registrant) By: Copley Properties Company II, Inc. General Partner By: Wesley M. Gardiner, Jr. -------------------------------- Name: Wesley M. Gardiner, Jr. Title: President