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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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KRUPP CASH PLUS-II LIMITED PARTNERSHIP
(Name of Subject Company)
KRUPP CASH PLUS-II LIMITED PARTNERSHIP
(Name of Person Filing Statement)
DEPOSITARY RECEIPTS
(Title of Class of Securities)
501113104
(CUSIP Number of Class of Securities)
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Laurence Gerber
The Krupp Corporation
470 Atlantic Avenue
Boston, Massachusetts 02210
(617) 423-2233
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person(s) filing Statement)
COPY TO:
Scott D. Spelfogel, Esq. James M. Dubin, Esq.
The Berkshire Group Paul, Weiss, Rifkind, Wharton & Garrison
470 Atlantic Avenue 1285 Avenue of the Americas
Boston, Massachusetts 02210 New York, New York 10019-6064
(617) 423-2233 (212) 373-3000
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject partnership is Krupp Cash Plus-II Limited
Partnership, a Massachusetts limited partnership (the "Partnership"), and the
address of its principal executive offices is c/o The Krupp Corporation, 470
Atlantic Avenue, Boston, Massachusetts 02210. The title of the class of equity
securities to which this statement relates is Depositary Receipts ("Depositary
Receipts") representing the Partnership's Units of Investor Limited Partnership
Interests ("Units").
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to an unsolicited offer by Krescent Partners
L.L.C., a Delaware limited liability company ("Krescent"), and American Holdings
I, L.P., a Delaware limited partnership ("AHI" and, together with Krescent, the
"Purchasers"), disclosed in a Tender Offer Statement on Schedule 14D-1 dated
February 20, 1997 (the "Schedule 14D-1"), to purchase up to 1,536,630 of the
issued and outstanding Depositary Receipts representing Units at a purchase
price of $7.45 per Unit, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated February 20, 1997 and the related Letter of Transmittal, as each may be
supplemented, modified or amended from time to time (which collectively
constitute the "Krescent-AHI Offer" and are contained within the Schedule
14D-1).
The address of Krescent's principal executive offices is 1301 Avenue
of the Americas, 38th Floor, New York, New York 10019. The address of AHI's
principal offices is 100 South Bedford Road, Mount Kisco, New York 10549.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is the
person filing this statement, are set forth in Item 1 above.
(b)(i)The general partners responsible for management of the
Partnership's business are The Krupp Corporation, a Massachusetts corporation
(the "Corporate General Partner"), and The Krupp Company Limited Partnership -
IV, a Massachusetts limited partnership (together with the Corporate General
Partner, the "General Partners"). Except as described below, there are no
material contracts, agreements, arrangements or understandings or any actual or
potential conflicts of interest between the General Partners or their affiliates
and the Partnership, its executive officers, directors or affiliates.
Pursuant to the Amended Agreement of Limited Partnership, dated as
of March 25, 1986 (the "Partnership Agreement"), the General Partners are
entitled to certain cash distributions in respect of their interests in the
Partnership. Aggregate cash distributions paid to the General Partners in
respect of such interests were
$89,729, $109,044 and $114,605, respectively, for the years ended December 31,
1994, 1995 and 1996.
Pursuant to certain management agreements, an affiliate of the
General Partners receives property management fees for its services as
management agent for the Partnership's properties. Such agreements provide for
the payment of monthly management fees payable at the rate of up to 6% of the
gross receipts from the properties under management (net of leasing commissions)
and up to 5% of the gross receipts from residential properties under management.
In addition, although the General Partners and their affiliates do not receive
any fees from the Partnership for the partnership administration services they
provide, affiliates of the General Partners are reimbursed by the Partnership
for the expenses they incur in connection with providing those services, which
include accounting, computer, insurance, travel, payroll, legal and the
preparation and mailing of reports and other communications to the Unit holders.
Property management fees and reimbursement of expenses paid to such affiliates
aggregated $886,105, $697,287 and $836,992, respectively, for the three years
ended December 31, 1994, 1995 and 1996.
Pursuant to the Partnership Agreement, the General Partners are
entitled to receive fees for managing the affairs of the Partnership equal to 5%
of the Partnership's annual Cash Flow (as defined in the Partnership Agreement),
but the payment thereof is subordinated to the extent necessary for the limited
partners to receive an amount for such year equal to a 7% non-cumulative annual
return on their Invested Capital (as defined in the Partnership Agreement). The
General Partners also are entitled to receive an incentive fee for managing the
affairs of the Partnership in an amount equal to 3% of the Partnership's annual
Cash Flow, but payment of such fee is subordinated to the extent necessary for
the limited partners to receive an amount for such year equal to an 8%
non-cumulative annual return on their Invested Capital. No such fees were paid
to the General Partners or their affiliates during the three-year period ended
December 31, 1996.
Pursuant to the Partnership Agreement, in connection with the
disposition of any property owned by the Partnership, the General Partners are
entitled to a disposition fee in an amount equal to 3% of the contract sales
price of such property, subject to certain limitations. No disposition fees were
paid to the General Partners or their affiliates during the three-year period
ended December 31, 1996.
The General Partners are subject to certain conflicts of interests
in connection with the response to the Krescent-AHI Offer contained in this
Schedule 14D-9. The Partnership Agreement provides that, without the concurrence
of the General Partners, a majority in interest of the "Investor Limited
Partners" (a person who has been admitted to the Partnership as, and has the
rights afforded to, an Investor Limited Partner, as provided in the Partnership
Agreement) may vote to remove the General Partners or amend the Partnership
Agreement (including
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amending certain fees and compensation payable or authorized to be payable to
the General Partners or their affiliates), and the ownership of a large block of
Units by any person increases the likelihood that the General Partners may be
removed or that the Partnership Agreement may be amended should that person
become an Investor Limited Partner or otherwise acquire the voting rights of an
Investor Limited Partner. In addition, since the property management agreements
between affiliates of the General Partners and the Partnership are terminable
without penalty on not more than 60 days notice, the removal of the General
Partners or the amendment of the Partnership Agreement could result in a
reduction of management fee income from the Partnership to such affiliates. If a
large number of Units were tendered pursuant to the Krescent-AHI Offer, the
likelihood of such removal or amendment would increase. However, as described in
Items 3(b)(ii) and 8 below, the Purchasers are subject to standstill agreements
pursuant to which they have agreed, among other things, not to acquire more than
25% of the outstanding Units for the period ending 30 months after receipt from
the Partnership and certain other partnerships affiliated with the General
Partners of any list of its unit holders or investors. Accordingly, during such
30 month period the Purchasers will not be in a position to unilaterally remove
the General Partners or amend the Partnership Agreement.
(b)(ii) Except as described below, there are no material contracts,
agreements, arrangements or understandings or any actual or potential conflicts
of interests between the Partnership or its affiliates and the Purchasers, their
respective executive officers, directors or affiliates.
The Corporate General Partner and Liquidity Financial Group, L.P.,
the financial advisor of Krescent ("Liquidity"), are parties to a Settlement
Agreement and Release, dated as of June 27, 1996, as amended as of October 8,
1996 and as of January 6, 1997 (as so amended, the "Liquidity Standstill
Agreement"), pursuant to which Liquidity and any of its affiliates are
restricted from, among other things, acquiring more than 25% of the outstanding
Units for the period ending 30 months after receipt from the Partnership and
certain other partnerships affiliated with the General Partners of any list of
its unit holders or investors. Such a list was last provided to Liquidity on
November 20, 1996 and, pursuant to the Liquidity Standstill Agreement,
additional lists may be requested by Liquidity through June 27, 1997. The
Krescent-AHI Offer states that, pursuant to an Assumption Agreement dated
November 21, 1996 between Krescent and Liquidity, Krescent agreed to be bound by
the restrictions set forth in the Liquidity Standstill Agreement.
On October 24, 1996, a representative of Liquidity contacted a
representative of the Partnership to request, on behalf of Krescent, that the
General Partners agree to admit Krescent as a "Limited Partner" (an assignee of
a Unit holder who, at the discretion of the General Partners, is admitted as a
Unit holder pursuant to the terms of the Partnership Agreement) or as a
recognized or registered owner of Units in the event Krescent made an offer to
purchase Units and Krescent accepted Units for payment pursuant to the terms of
such offer. During that conversation, the
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Partnership's representative indicated that in order to agree to such treatment,
the Partnership had to be satisfied that the consummation of such offer and such
treatment would not cause the Partnership to be classified as a "publicly-traded
partnership" for tax purposes (a "PTP"). Later that day, the Partnership
received a memorandum from counsel to Krescent concluding that such a tender
offer would not cause the Partnership to be classified as a PTP and a letter
agreement was sent to the Corporate General Partner requesting that Krescent be
treated as a Limited Partner or a recognized or registered owner of Units upon
the acceptance of Units for payment pursuant to an offer anticipated to be made
by Krescent. On October 29, 1996, counsel for the Partnership, in a letter to
Liquidity, responded to the memorandum prepared by Krescent's counsel. During
the week of November 4th, counsel for Krescent and counsel for the Partnership
continued to discuss the PTP status issue. On November 11, 1996, counsel for
Krescent and counsel for the Partnership agreed on a form of opinion letter
regarding the PTP issue that would be delivered upon the treatment of Krescent
as a Limited Partner or recognized or registered owner of Units. On November 14,
1996, the Partnership received a request from Liquidity for a current list of
Unit holders and the lists of securityholders of various entities affiliated
with the Partnership, which lists were delivered to Liquidity on November 19,
1996 and November 20, 1996. Also on November 19, 1996, the Corporate General
Partner executed a letter to Krescent indicating its agreement to admit
Krescent, or cause Krescent to be admitted, as a Limited Partner or a recognized
or registered owner of Units (i) upon Krescent's payment for Units pursuant to
the Krescent-AHI Offer, (ii) upon delivery of an opinion of Krescent's counsel
(in the agreed form) that the Krescent-AHI Offer would not cause the Partnership
to be classified as a PTP and (iii) upon delivery, in satisfactory form, of the
Partnership's standard transfer paperwork, payment of standard transfer fee and
satisfaction of any other standard ministerial matter.
By letter dated November 4, 1996, Longacre contacted the Partnership
and requested a list of the Partnership's Unit holders and lists of
securityholders of certain other limited partnerships sponsored by affiliates of
the General Partners. The letter stated that the request was being made to
facilitate a tender offer by an affiliate of Longacre. Counsel to the
Partnership rejected Longacre's request on November 12, 1996 because Longacre
had not given adequate assurance that the list would be used for a proper
partnership business purpose. On or about November 22, 1996, counsel to Longacre
contacted representatives of the Partnership and suggested that, in
consideration for the General Partners agreeing to furnish the requested lists,
Longacre would be prepared to enter into a standstill agreement relating to the
Partnership and certain other limited partnerships containing terms
substantially similar to those contained in the Liquidity Standstill Agreement.
After further discussions, Longacre and the Corporate General Partner signed
such a standstill agreement on November 26, 1996 (the "Longacre Standstill
Agreement"). On November 27, 1996, the Partnership provided Longacre with lists
of the Unit holders of the Partnership and certain other limited partnerships
covered by the Longacre Standstill Agreement.
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On December 10, 1996, counsel for Krescent contacted counsel for the
Partnership and requested that the Liquidity Standstill Agreement be amended in
order to clarify an issue relating to Krescent's ability to participate in a
"group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934). During the week of December 16, 1996, such issue was discussed by
counsel for Krescent and counsel for the Partnership. In addition, counsel for
the Partnership was advised by counsel for Krescent of a proposed agreement
between Krescent and AHI pursuant to which Krescent and AHI would make the
Krescent-AHI Offer. On January 6, 1997, an amendment to the Liquidity Standstill
Agreement was executed which permitted Liquidity and its affiliates to
participate or form a "group" if each member of such group agreed to be bound by
the terms of the Liquidity Standstill Agreement.
The Krescent-AHI Offer states that, pursuant to an Assumption
Agreement dated February 3, 1997 between AHI and Liquidity, AHI assumed the
obligations of Liquidity under the Liquidity Standstill Agreement with respect
to the Partnership and certain other limited partnerships sponsored by the
General Partners or their affiliates. Concurrently therewith, on February 3,
1997, the Longacre Standstill Agreement was amended to delete the Partnership
and such other limited partnerships from the schedule of partnerships covered
thereby.
On February 4, 1997, the Partnership received a draft of the
Purchasers' proposed communication to Unit holders and was notified by Krescent
that the Purchasers planned to commence the Krescent-AHI Offer five business
days after the Partnership's receipt of such notice. Also on February 4, 1997,
counsel for the Purchasers contacted counsel for the Partnership requesting a
waiver of the five business day notice provision in the Liquidity Standstill
Agreement. On February 5, 1997, the Partnership notified the Purchasers that it
would not be granting the Purchasers' waiver request. By letter dated February
10, 1997, counsel for the Partnership advised counsel for the Purchasers that
the Liquidity Standstill Agreement requires delivery of definitive copies of the
Purchasers' communication to Unit holders in order to commence the five business
day notice period. On February 12, 1997, the Partnership received a definitive
copy of the Purchasers' communication to Unit holders and was notified by
Krescent that the Purchasers planned to commence the Krescent-AHI Offer five
business days after the Partnership's receipt of such notice.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) The Corporate General Partner is expressing no opinion and is
remaining neutral with respect to the Krescent-AHI Offer.
(b) The purchase price being offered by the Purchasers is 25% less
than the Corporate General Partner's current estimate of the inherent value of
the Units. However, the Krescent-AHI Offer provides Unit holders with the
immediate opportunity to liquidate their investment in the Partnership. Certain
Unit holders may
5
find that such a discount is acceptable when weighed against their desire to
receive the certainty of an immediate cash purchase price in exchange for their
Units. Other Unit holders who do not desire immediate cash, however, may prefer
to continue to retain their investment in the Partnership and potentially
receive a higher value for their Units upon the future liquidation of the
Partnership's assets. Because of differing motivations that Unit holders may
have, the Corporate General Partner is not making a recommendation and is
remaining neutral with respect to the Krescent-AHI Offer.
Although the Corporate General Partner is not making a
recommendation with respect to the Krescent-AHI Offer, the Corporate General
Partner believes that Unit holders should consider the following factors in
making their own decision of whether to accept or reject the Krescent-AHI Offer:
(i) While the value of the Units is not readily ascertainable,
since there is neither an established public trading market nor a
consistent historical pattern of making annual or periodic
distributions in respect of the Units, the Corporate General Partner
has estimated the Partnership's net asset value to be $9.92 per
Unit. The price being offered in the Krescent-AHI Offer of $7.45 per
Unit represents a 25% discount from such estimate.
The net asset value estimate of the Corporate General Partner
was determined based on independent third party preliminary
appraisals, obtained by the Partnership in the ordinary course of
its operations, of the market values of five of the Partnership's
six properties as of January 1, 1997 and management's estimate of
the sixth property's fair market value based on current market
conditions, and taking into account the other assets and liabilities
of the Partnership as reflected on the Partnership's latest
publicly-filed financial statements. (Such estimate does not
necessarily reflect the amount which a Unit holder would ultimately
receive if the Partnership were liquidated. For example, it does not
take into account transaction costs relating to the sale of the
Partnership's properties, which would reduce amounts available for
distribution. In addition, market conditions will affect the amounts
available for distribution.)
While the Corporate General Partner believes its $9.92
estimate of the net asset value of a Unit is representative of
current value, there can be no assurance that the actual value of a
Unit is not greater or less than such estimate or that such estimate
may not increase or decrease in the future. The Corporate General
Partner believes the market recovery that has had a positive impact
on other real estate sectors has not yet affected the retail sector
and that, given current market trends, it may be that the values of
the Partnership's properties will be greater
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in the future. However there can be no assurance that such will be
the case. Unit holders should note that the Corporate General
Partner's estimate of net asset value has fallen in each of the last
two years.
(ii) Effective as of May 15, 1997, the Partnership has
increased its quarterly cash distribution of $0.25, or $1.00
annually, per Unit. Holders who sell their Units to the Purchasers
will lose their right to receive future quarterly distributions from
operations that are payable in respect of Units. Furthermore, Unit
holders who sell their Units to the Purchasers will lose the right
to future distributions from future sales of Partnership properties.
(iii)The Krescent-AHI Offer will provide Unit holders with an
immediate opportunity to liquidate their investment in the
Partnership.
(iv) Acceptance of the Krescent-AHI Offer will constitute a
taxable event to Unit holders. Unit holders are urged to consult
with their personal tax and legal advisors prior to accepting the
Krescent-AHI Offer and tendering their Units.
(v) As stated by the Purchasers in the Krescent-AHI Offer,
the Purchasers are making the Krescent-AHI Offer with a view to
making a profit. Accordingly, there is a conflict of interest
between the Purchasers' desire to purchase the Units at a low price
and a Unit holder's desire to sell its Units at a high price.
ITEM 5. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED
Neither the Partnership nor any person acting on its behalf has
employed, retained or compensated, or intends to employ, retain or compensate,
any person to make solicitations or recommendations to Unit holders on its
behalf concerning the Krescent-AHI Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) Neither the Partnership nor the General Partners have effected
any transactions in the Units during the past 60 days. The General Partners are
not aware of any transactions in the Units during the past 60 days by any of its
executive officers, directors, affiliates or subsidiaries.
(b) Neither the General Partners nor, to the knowledge of the
General Partners, any of their executive officers, directors, affiliates or
subsidiaries intend to tender Units owned by them to the Purchasers pursuant to
the Krescent-AHI Offer.
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ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) No negotiation is being undertaken or is underway by the
Partnership in response to the Krescent-AHI Offer which relates to or would
result in (i) an extraordinary transaction, such as a merger or reorganization,
involving the Partnership; (ii) a purchase, sale or transfer of a material
amount of assets by the Partnership; (iii) a tender offer for or other
acquisition of securities by or of the Partnership; or (iv) any material change
in the present capitalization or dividend policy of the Partnership.
The General Partners and their affiliates may explore transactions
such as a sale of all or substantially all of the Partnership's assets, a
consolidation, a merger, financings of Partnership properties followed by
distributions, or possibly a tender offer for Units at a price in excess of the
Krescent-AHI Offer. However, no plans for, or negotiations relating to, any of
these types of transactions have been made, and there can be no assurances that
any such discussions or plans will be developed or that any such transactions
could be successfully consummated.
(b) There are no transactions, board resolutions, agreements in
principle or signed contracts in response to the Krescent-AHI Offer which relate
to or would result in one or more of the matters referred to in Item 7(a) above.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The General Partners have in the past received numerous requests
from third parties requesting that such parties be provided with a list of the
Partnership's Unit holders. Such a list has only been provided by the General
Partners to parties in cases where the General Partners have been satisfied that
such list has been properly requested by a person entitled by the Partnership
Agreement to receive such a list and/or the party requesting the list has
demonstrated that such party has a proper partnership business purpose in
connection with such request, or the General Partners have been satisfied that
the Partnership and the Unit holders have obtained appropriate protections from
such party with respect to the use of such list. The Corporate General Partner
agreed to provide a list of the Partnership's Unit holders to Liquidity,
Krescent's financial advisor, and to AHI in connection with obtaining the
agreement by such parties, pursuant to the Liquidity Standstill Agreement and
the Longacre Standstill Agreement, that such parties and their affiliates, among
other things, would refrain from acquiring in excess of 25% of the Units for the
period ending 30 months after receipt from the Partnership of any list of its
Unit holders.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) Form of letter to Unit holders from the Partnership dated
February 25, 1997.
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(c)(i) Amended Agreement of Limited Partnership, dated as of March
25, 1986, by and among The Krupp Corporation and The Krupp
Company Limited Partnership - IV, as general partners, The
Krupp Depository Corporation, as the Corporate Limited
Partner, and those persons who have been admitted to the
Partnership as Investor Limited Partners pursuant to the terms
of the Partnership Agreement.
(ii) Property Management Agreement relating to Brookwood Village
Mall & Shopping Center, dated as of January 24, 1996, between
the Brookwood Village Joint Venture and Berkshire Realty
Enterprises Limited Partnership.
(iii) Property Management Agreement relating to Alderwood Towne
Center, dated as of January 1, 1996, between the Partnership
and Berkshire Realty Enterprises Limited Partnership.
(iv) Property Management Agreement relating to Encino Oaks, dated
as of January 1, 1996, between the Partnership and Berkshire
Realty Enterprises Limited Partnership.
(v) Property Management Agreement relating to Coral Plaza
Shopping Center, dated as of January 1, 1996, between the
Partnership and Berkshire Realty Enterprises Limited
Partnership.
(vi) Property Management Agreement relating to Canyon Place,
dated as of January 1, 1996, between the Partnership and
Berkshire Realty Enterprises Limited Partnership.
(vii) Property Management Agreement relating to Cumberland Glen
Apartments, dated as of January 1, 1996, between the
Partnership and Berkshire Realty Enterprises Limited
Partnership.
(viii) Settlement Agreement and Release, dated as of June 27, 1996,
between the Corporate General Partner and Liquidity Financial
Group, L.P.
(ix) First Amendment to Settlement Agreement and Release, dated
as of October 8, 1996, between the Corporate General Partner
and Liquidity Financial Group, L.P.
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(x) Second Amendment to Settlement Agreement and Release, dated
as of January 6, 1997, between the Corporate General Partner
and Liquidity Financial Group, L.P.
(xi) Agreement, dated as of November 26, 1996, between the
Corporate General Partner and Longacre Corp.
(xii) Amendment to Agreement, dated as of February 3, 1997,
between the Corporate General Partner and Longacre Corp.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: February 25, 1997
KRUPP CASH PLUS-II
LIMITED PARTNERSHIP
By: The Krupp Corporation, a
general partner
By: s/Laurence Gerber
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Name: Laurence Gerber
Title:President
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EXHIBIT INDEX
Exhibit Description Page
1. Form of letter to Unit holders from the
Partnership dated February 25, 1997.
2. [Intentionally Omitted]
3. Amended Agreement of Limited Partnership,
dated as of March 25, 1986, by and among
The Krupp Corporation and The Krupp
Company Limited Partnership - IV, as
general partners, The Krupp Depository
Corporation, as the Corporate Limited
Partner, and those persons who have been
admitted to the Partnership as Investor
Limited Partners pursuant to the terms
of the Partnership Agreement.
4. Property Management Agreement relating to
Brookwood Village Mall & Shopping
Center, dated as of January 24, 1996,
between the Brookwood Village Joint
Venture and Berkshire Realty Enterprises
Limited Partnership.
5. Property Management Agreement relating to
Alderwood Towne Center, dated as of
January 1, 1996, between the Partnership
and Berkshire Realty Enterprises Limited
Partnership.
6. Property Management Agreement relating to
Encino Oaks, dated as of January 1, 1996,
between the Partnership and Berkshire
Realty Enterprises Limited Partnership.
7. Property Management Agreement relating to
Coral Plaza Shopping Center, dated as of
January 1, 1996, between the Partnership
and Berkshire Realty Enterprises Limited
Partnership.
1
8. Property Management Agreement relating to
Canyon Place, dated as of January 1, 1996,
between the Partnership and Berkshire
Realty Enterprises Limited Partnership.
9. Property Management Agreement relating to
Cumberland Glen Apartments, dated as of
January 1, 1996, between the Partnership
and Berkshire Realty Enterprises Limited
Partnership.
10. Settlement Agreement and Release, dated as
of June 27, 1996, between the Corporate
General Partner and Liquidity Financial
Group, L.P.
11. First Amendment to Settlement Agreement
and Release, dated as of October 8, 1996,
between the Corporate General Partner and
Liquidity Financial Group, L.P.
12. Second Amendment to Settlement Agreement
and Release, dated as of January 6, 1997,
between the Corporate General Partner and
Liquidity Financial Group, L.P.
13. Agreement, dated as of November 26, 1996,
between the Corporate General Partner and
Longacre Corp.
14. Amendment to Agreement, dated as of
February 3, 1997, between the Corporate
General Partner and Longacre Corp.
2