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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) August 8, 1995
BOETTCHER WESTERN PROPERTIES II LTD.
(Exact name of Registrant as specified in its charter)
COLORADO 0-11501 84-0879737
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
828 Seventeenth Street Denver, Colorado 80202
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code (303) 628-8000
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Item 2. Acquisition or Disposition of Assets
On August 8, 1995, Boettcher Western Properties II Ltd. (the "Partnership")
sold its 100% interest in the land, related improvements and personal property
of the Iliff Crossing Shopping Center ("Iliff") located in Aurora, Colorado.
The purchaser, Iliff Crossing Company LLC, a Colorado limited liability
company, is not affiliated with the Partnership, its General Partner or any
affiliate, director, officer or associate of the foregoing, and the sales price
was determined by arm's-length negotiations. Iliff consists of a 51,207 net
leasable square foot shopping center contained in two buildings on
approximately 5.4 acres of land. At the time of sale, Iliff was approximately
94% leased and occupied.
The net proceeds to the Partnership before proration of operating income and
expenses related to the property were as follows:
Sales price $3,100,000
Less Costs of Sale-
Sales Commissions (124,000)
Estimated title, legal fees, and other (25,000)
Mortgage Payoff (2,176,429)
Security Deposit Liability (25,748)
-----------
Net Proceeds $ 748,823
===========
On August 17, 1995, the Partnership collected the balance owed on its
All-Inclusive Promissory Note dated July 1990 secured by the West Lakes
Apartments in Olympia, Washington. The net proceeds to the Partnership were as
follows:
Balance of All-Inclusive Promissory Note $4,920,000
Accrued Interest 14,353
Principal Balance on Underlying Note Payable (3,398,785)
Interest Payable (9,987)
Other miscellaneous closing costs (10,317)
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Net Proceeds $1,515,264
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The net proceeds from the above transactions are being utilized, along with
current Partnership cash reserves, to first, cover the cost of liquidation and
any contingent liabilities identified by the Managing General Partner arising
out of or in connection with the operations of the Partnership; then, for
distribution of all remaining funds to limited partners. It is the intent of
the Managing General Partner to liquidate and dissolve the Partnership and
make final distributions to the limited partners prior to December 28, 1995.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements--Not applicable.
(b) Pro Forma financial information--See pages 4 through 7 filed as part of
this report.
(c) Exhibits--To be filed under separate Form 8K.
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BOETTCHER WESTERN PROPERTIES II LTD.
(A Limited Partnership)
Pro Forma Balance Sheet
June 30, 1995
(Unaudited)
Pro Forma Adjustments
------------------------------------------------------------
Historical Sale of Liquidation Pro Forma
June 30, 1995 Investments & Dissolution June 30, 1995
------------- ----------- ------------- -------------
Assets
Real estate investments, at gross cost
Properties held for sale $4,360,126 $(4,360,126) - -
Less discount on related debt (264,527) 264,527 - -
---------- ----------- ----------- ----------
4,095,599 (4,095,599) - -
---------- ----------- ----------- ----------
Less accumulated depreciation (1,170,460) 1,170,460 - -
---------- ----------- ----------- ----------
2,925,139 (2,925,139) - -
---------- ----------- ----------- ----------
Cash and cash equivalents, at cost
which approximates market value 382,421 2,428,932 (2,811,353) -
Accounts receivable, and other assets 135,821 (135,821) - -
Mortgage loan receivable 4,920,000 (4,920,000) - -
Property tax and other escrow deposits 24,802 (24,802) - -
Deferred leasing costs, net 85,619 (85,619) - -
Debt issuance costs, net 3,705 (3,705) - -
---------- ----------- ----------- ----------
Total Assets $8,477,507 $(5,666,154) $(2,811,353) -
========== =========== =========== ==========
Liabilities and Partners' Equity
Mortgage payable $5,575,338 $(5,575,338) - -
Payable to managing general partner 315,094 - (254,336) -
(60,758)
Property taxes payable 25,468 (25,468) - -
Tenants' deposits 25,748 (25,748) - -
Accrued interest payable 27,668 (27,668) - -
Accounts payable 11,932 (11,932) - -
---------- ----------- ----------- ----------
Total Liabilities 5,981,248 (5,666,154) (315,094) -
Partners' capital (deficit)
General partners (60,758) - 60,758 -
Limited partners 2,557,017 - (2,557,017) -
---------- ----------- ----------- ----------
Total Partners' Capital (Deficit) 2,496,259 - (2,496,259) -
---------- ----------- ----------- ----------
Total Liabilities & Partners' Equity $8,477,507 $(5,666,154) $(2,811,353) -
========== =========== =========== ==========
See accompanying notes to financial statements.
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BOETTCHER WESTERN PROPERTIES II LTD.
(A Limited Partnership)
Pro Forma Statement of Operations
For the Nine Months Ended June 30, 1995
(Unaudited)
Pro Forma Adjustments
---------------------
Historical Sale of Investments, Pro Forma
9 Months Ended Liquidation 9 Months Ended
June 30, 1995 & Dissolution June 30, 1995
------------- ------------- -------------
Revenue:
Rental income $326,754 $(326,754) $ 0
Tenant reimbursements for common
area charges, insurance and taxes 88,386 (88,386) 0
Interest income 368,391 (368,391) 0
Other income 1,841 (1,841) 0
-------- --------- ----
785,372 (785,372) 0
-------- --------- ----
Expenses:
Interest, including amortization of debt
discount and debt issuance costs 469,928 (469,928) 0
Depreciation 75,482 (75,482) 0
Property taxes 37,977 (37,977) 0
Fees and reimbursements to managing
general partner 62,852 (62,852) 0
Other management fees 17,067 (17,067) 0
Salaries of on-site property managers 0 0 0
Repairs and maintenance 40,718 (40,718) 0
Utilities 11,475 (11,475) 0
Other administrative 93,114 (93,114) 0
-------- --------- ----
808,613 (808,613) 0
-------- --------- ----
Net Earnings (Loss) $(23,241) $ 23,241 $0
-------- --------- ----
Net earnings (loss) per limited partnership unit
using the weighted average number of
limited partnership units outstanding
of 16,495: $ (1.39) $1.39 $0.00
------- ----- -----
See accompanying notes to financial statements.
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BOETTCHER WESTERN PROPERTIES II LTD.
(A Limited Partnership)
Pro Forma Statement of Operations
For the Year Ended September 30, 1994
(Unaudited)
Pro Forma Adjustments
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Historical Sale of Investments, Pro Forma
Year Ended Liquidation Year Ended
September 30, 1994 & Dissolution September 30, 1994
------------------ ------------- ------------------
Revenue:
Rental income $1,800,234 $(1,800,234) $ 0
Tenant reimbursements for common
area charges, insurance and taxes 144,831 (144,831) 0
Interest income 489,984 (489,984) 0
Other income 49,713 (49,713) 0
---------- ----------- --
2,484,762 (2,484,762) 0
---------- ----------- --
Expenses:
Interest, including amortization of debt
discount and debt issuance costs 1,227,145 (1,227,145) 0
Depreciation 353,582 (353,582) 0
Property taxes 107,524 (107,524) 0
Fees and reimbursements to managing
general partner 105,501 (105,501) 0
Other management fees 81,402 (81,402) 0
Salaries of on-site property managers 135,991 (135,991) 0
Repairs and maintenance 190,766 (190,766) 0
Utilities 74,883 (74,883) 0
Other administrative 208,874 (208,874) 0
---------- ----------- --
2,485,668 (2,485,665) 0
Operating Loss $(906) $ 906 $0
---------- ----------- --
Gain on sale of real estate 6,217,609 (6,217,609) 0
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Net Earnings (Loss) before
extraordinary item 6,216,703 (6,216,703) 0
Extraordinary item - gain on extinguishment
of debt in connection with the sale of real
estate investment 535,618 (535,618) 0
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Net Earnings (Loss) before
minority interest 6,752,321 (6,752,321) 0
Minority interest in net earnings and gain on sale
of real estate investment allocable to
joint venture partner (7,648) 7,648 0
---------- ----------- --
Net Earnings (Loss) $6,744,673 $(6,744,673) $0
========== =========== ==
Net earnings (loss) per limited partnership unit
using the weighted average number of limited
partnership units outstanding of 16,495:
Operations $372.66 $(372.66) $0.00
Extraordinary item 32.15 (32.15) 0.00
---------- -------- -----
$ 404.80 $(404.80) $0.00
======== ======== =====
See accompanying notes to financial statements.
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BOETTCHER WESTERN PROPERTIES II LTD.
(a Limited Partnership)
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
(1) The unaudited pro forma balance sheet assumes that the Partnership had
disposed of its remaining assets and liquidated and dissolved the Partnership
as of June 30, 1995. The unaudited pro forma statements of operations restate
the historical operations of the Partnership for the year ended September 30,
1994 and for the nine months ended June 30, 1995, by eliminating in total the
operating results of the Partnership.
(2) The estimated gain(loss) recognized from the sale and collection of the
Partnership's remaining investments and estimated distribution of available
funds in liquidation of the Partnership to limited partners as of June 30, 1995
has been computed as follows:
Gain on sale of Property:
Total of contract sales price $3,100,000
Less: Net book value of investments in property
at June 30, 1995 (2,925,139)
Sales commission (124,000)
Other expenses of sale
(primarily legal fees and title insurance) (25,000)
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Gain sale of property 25,861
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Gain on collection of mortgage loan receivable:
Principal and accrued interest collected $4,934,353
Payoff due on underlying note (3,408,772)
Other expenses of closing (10,317)
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Gain on collection of receivable 1,515,264
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Total gain on sale/collection of assets $1,541,125
Net realization from collection of noncash assets 159,131
Estimated expenses of liquidation and dissolution (15,000)
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Net gain on sale collection and dissolution $1,685,256
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Distribution to Partners:
Total of proceeds from sale/collection $8,034,353
Sales commission (124,000)
Other expenses of sale and closing
(primarily legal fees and title insurance) (35,317)
Add: Current liquid assets of the Projects
(primarily rent receivable) 15,929
Less: Current liabilities of the Projects
(primarily tenant security deposits, property
taxes payable and accounts payable) (90,816)
Outstanding debt plus accrued interest to third
parties (5,585,201)
Add: Cash on hand 382,421
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Adjusted cash received 2,597,369
Less: Outstanding debt to Managing General Partner (254,336)
Estimated expenses of liquidation and dissolution (15,000)
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Cash available for distribution $2,328,033
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Estimated Distribution to Limited Partners $2,328,033
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Per $1,000 Unit $ 141
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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.
BOETTCHER WESTERN PROPERTIES II LTD.
By: Boettcher Properties, Ltd.
General Partner
By: BPL Holdings, Inc.
General Partner
Dated: August 23, 1995 By: /s/ Thomas M. Mansheim
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Treasurer; Principal Financial
and Accounting Officer of the
Partnership
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