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
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EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1996
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-10225
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BALCOR PENSION INVESTORS-II
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(Exact name of registrant as specified in its charter)
Illinois 36-3114027
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Indicate by check mark whether the 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
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BALCOR PENSION INVESTORS-II
(An Illinois Limited Partnership)
BALANCE SHEETS
June 30, 1996 and December 31, 1995
(UNAUDITED)
ASSETS
1996 1995
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Cash and cash equivalents $ 11,052,027 $ 2,901,014
Cash and cash equivalents - Early Investment
Incentive Fund 239,328 308,993
Escrow deposits 130,252 113,962
Accounts and accrued interest receivable 1,077,160 250,265
Prepaid expenses 146,357 77,752
Deferred expenses, net of accumulated
amortization of $215,655 in 1996 and
$195,352 in 1995 131,527 151,830
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12,776,651 3,803,816
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Investment in loan receivable:
Wrap-around loan receivable 11,324,000 11,324,000
Less:
Loan payable - underlying mortgage 2,965,259 3,254,087
Allowance for potential loan losses 3,302,517 3,302,517
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Net investment in loan receivable 5,056,224 4,767,396
Real estate held for sale (net of allowance
of $500,000 in 1996 and 1995) 22,475,638 27,518,370
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27,531,862 32,285,766
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$ 40,308,513 $ 36,089,582
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 106,451 $ 197,880
Due to affiliates 32,032 19,370
Other liabilities 234,061 154,471
Mortgage notes payable 12,053,506 12,138,360
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Total liabilities 12,426,050 12,510,081
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Limited Partners' capital (85,010
Interests issued) 33,862,309 29,692,815
Less Interests held by Early Investment
Incentive Fund (7,825 in 1996 and
7,310 in 1995) (4,920,893) (4,725,704)
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28,941,416 24,967,111
General Partner's deficit (1,058,953) (1,387,610)
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Total partners' capital 27,882,463 23,579,501
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$ 40,308,513 $ 36,089,582
============== =============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-II
(An Illinois Limited Partnership)
STATEMENT OF INCOME AND EXPENSES
for the six months ended June 30, 1996 and 1995
(UNAUDITED)
1996 1995
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Income:
Interest on loans receivable $ 736,060 $ 1,034,742
Less interest on loans payable -
underlying mortgages 135,059 171,969
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Net interest income on loans 601,001 862,773
Income from operations of real estate
held for sale 1,198,681 1,229,500
Interest on short-term investments 67,088 252,691
Participation income 250,401 240,377
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Total income 2,117,171 2,585,341
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Expenses:
Administrative 332,755 187,284
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Total expenses 332,755 187,284
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Income before gain on sale of real estate 1,784,416 2,398,057
Gain on sale of real estate 3,731,149
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Net income $ 5,515,565 $ 2,398,057
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Net income allocated to
General Partner $ 413,667 $ 179,854
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Net income allocated to
Limited Partners $ 5,101,898 $ 2,218,203
============== =============
Net income per average number of
Limited Partnership Interests
outstanding (77,697 in 1996 and 79,130
in 1995) $ 65.66 $ 28.03
============== =============
Distributions to General Partner $ 85,010 $ 70,842
============== =============
Distributions to Limited Partners $ 932,404 $ 2,770,457
============== =============
Distributions per Limited Partnership $ 12.00 $ 35.00
Interest outstanding ============== =============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-II
(An Illinois Limited Partnership)
STATEMENT OF INCOME AND EXPENSES
for the quarters ended June 30, 1996 and 1995
(UNAUDITED)
1996 1995
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Income:
Interest on loans receivable $ 368,030 $ 368,202
Less interest on loans payable -
underlying mortgages 65,944 78,222
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Net interest income on loans 302,086 289,980
Income from operations of real estate
held for sale 683,706 713,181
Interest on short-term investments 33,217 124,821
Participation income 250,401
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Total income 1,269,410 1,127,982
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Expenses:
Administrative 248,772 105,277
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Total expenses 248,772 105,277
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Income before gain on sale of real estate 1,020,638 1,022,705
Gain on sale of real estate 3,731,149
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Net income $ 4,751,787 $ 1,022,705
============== =============
Net income allocated to
General Partner $ 356,384 $ 76,703
============== =============
Net income allocated to
Limited Partners $ 4,395,403 $ 946,002
============== =============
Net income per average number of
Limited Partnership Interests
outstanding (77,694 in 1996 and 79,126
in 1995) $ 56.57 $ 11.95
============== =============
Distribution to General Partner $ 42,505 $ 35,421
============== =============
Distribution to Limited Partners $ 466,202 $ 2,374,011
============== =============
Distribution per Limited Partnership $ 6.00 $ 30.00
Interest outstanding ============== =============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-II
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(UNAUDITED)
1996 1995
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Operating activities:
Net income $ 5,515,565 $ 2,398,057
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of real estate (3,731,149)
Amortization of deferred expenses 20,303 26,119
Net change in:
Escrow deposits (16,290) (156,958)
Escrow deposits - restricted 81,159
Accounts and accrued interest
receivable (826,895) (175,627)
Prepaid expenses (68,605) (48,981)
Accounts payable (91,429) 61,337
Due to affiliates 12,662 (75,733)
Accrued liabilities 187,104
Other liabilities 79,590 (84,346)
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Net cash provided by operating activities 893,752 2,212,131
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Investing activities:
Collection of principal on
loans receivable 2,400,000
Improvements to real estate (129,800) (62,172)
Proceeds from sale of real estate 9,200,000
Costs incurred in connection with
sale of real estate (296,319)
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Net cash provided by investing
activities 8,773,881 2,337,828
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Financing activities:
Distributions to Limited Partners (932,404) (2,770,457)
Distributions to General Partner (85,010) (70,842)
Increase in cash and cash equivalents -
Early Investment Incentive Fund 69,665 (704)
Repurchase of Limited Partnership Interests (195,189) (232,684)
Principal payments on underlying
loans payable (288,828) (273,242)
Repayment of underlying loan payable (943,416)
Principal payments on mortgage
notes payable (84,854) (83,358)
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Net cash used in financing activities (1,516,620) (4,374,703)
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Net change in cash and cash equivalents 8,151,013 175,256
Cash and cash equivalents
at beginning of year 2,901,014 7,699,482
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Cash and cash equivalents at end of period $ 11,052,027 $ 7,874,738
============== =============
The accompanying notes are an integral part of the financial statements
BALCOR PENSION INVESTORS-II
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the six months and quarter
ended June 30, 1996, and all such adjustments are of a normal and recurring
nature.
2. Interest Expense:
During the six months ended June 30, 1996 and 1995, the Partnership incurred
interest expense on mortgage notes payable on properties owned by the
Partnership of $565,269 and $572,813 and paid interest expense of $565,269 and
$572,533, respectively.
3. Transactions with Affiliates:
Fees and expenses, paid and payable by the Partnership to affiliates during the
six months and quarter ended June 30, 1996 were:
Paid
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Six Months Quarter Payable
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Mortgage servicing fees $ 2,759 $ 2,759 $ 920
Reimbursement of expenses to
the General Partner, at cost 60,228 41,663 31,112
4. Sale of Real Estate:
In June 1996, the Partnership sold the Cumberland Pines Apartments in an all
cash sale for $9,200,000. From the proceeds of the sale, the Partnership paid
$296,319 in selling costs. The basis of the property was $5,172,532. For
financial statement purposes, the Partnership recognized a gain of $3,731,149
from the sale of this property.
5. Contingency:
A proposed settlement has been reached with respect to the class action
complaint, Paul Williams and Beverly Kennedy, et al, v. Balcor Pension
Investors, et al. between counsel for the Class and counsel for the defendants.
A final hearing on the proposed settlement is expected to be held in November
1996. The General Partner does not believe that the proposed settlement will
have a material adverse impact on the Partnership.
6. Subsequent Event:
In July 1996, the Partnership paid $9,691,147 to the holders of Limited
Partnership Interests, representing the quarterly distribution of Cash Flow of
$6.00 per Interest for the second quarter of 1996 and special distributions
from proceeds received from the sale of Cumberland Pines Apartments of $48.00
per Interest from Cash Flow and $60.00 per Interest from Mortgage Reductions.
BALCOR PENSION INVESTORS-II
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors-II (the "Partnership") is a limited partnership formed
in 1981 to invest in wrap-around mortgage loans and, to a lesser extent, other
junior mortgage loans and first mortgage loans. The Partnership raised
$85,010,000 through the sale of Limited Partnership Interests and used these
proceeds to originally fund thirty-three loans. Proceeds from prior loan
repayments were used to fund three additional mortgage loans. The Partnership
sold the Cumberland Pines Apartments in June 1996. As of June 30, 1996, the
Partnership is operating four properties acquired through foreclosure and has
one loan outstanding in its portfolio.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1995 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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The Partnership recognized a gain on the June 1996 sale of Cumberland Pines
Apartments which was the primary reason for the increase in net income during
the six months and quarter ended June 30, 1996 as compared to the same periods
in 1995. Further discussion of the Partnership's operations is summarized
below.
1996 Compared to 1995
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Unless otherwise noted, discussions of fluctuations between 1996 and 1995 refer
to both the six months and quarters ended June 30, 1996 and 1995.
The repayment of the Stonegate Austin Mobile Home Park wrap-around loan in
March 1995 resulted in a decrease in net interest income on loans receivable
during the six months ended June 30, 1996 as compared to 1995.
Provisions are charged to income when the General Partner believes an
impairment has occurred to the value of its properties or in a borrower's
ability to repay a loan or in the value of the collateral property.
Determinations of fair value are made periodically on the basis of performance
under the terms of the loan agreement and assessments of property operations.
Determinations of fair value represent estimations based on many variables
which affect the value of real estate, including economic and demographic
conditions. The Partnership did not recognize any provisions for potential
losses related to its loans or real estate held for sale during the six months
ended June 30, 1996 and 1995.
Primarily due to lower average cash balances, interest income on short-term
investments decreased during 1996 as compared to 1995.
The Partnership's loan bears interest at a contractually-fixed interest rate.
The loan also provides for participation by the Partnership in increases in
value of the collateral property when the loan is repaid or refinanced. In
addition, the loan agreement allows the Partnership to receive a percentage of
rental income exceeding a base amount. This participation income is reflected
in the accompanying Statements of Income and Expenses when received. The
Partnership received participation income on the Alzina Office Building loan
during the six months ended June 30, 1996 and 1995.
The Partnership incurred higher legal, consulting, printing and postage costs
in connection with its response to a tender offer and certain related
litigation during the second quarter of 1996. As a result, administrative
expenses increased during 1996 as compared to 1995.
During the second quarter of 1996, the Partnership recognized a gain of
$3,731,149 in connection with the sale of Cumberland Pines Apartments.
Liquidity and Capital Resources
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The cash position of the Partnership increased by approximately $8,151,000 as
of June 30, 1996 when compared to December 31, 1995 primarily due to the sale
of the Cumberland Pines Apartments. The Partnership generated cash flow
totaling approximately $894,000 from its operating activities primarily as a
result of the net interest income earned on its investment in loan receivable,
the operations of its properties, and the interest received on its short-term
investments, net of the payment of administrative expenses. The Partnership
also generated cash flow from its investing activities of approximately
$8,904,000 primarily due to the receipt of proceeds from the sale of the
Cumberland Pines Apartments. The Partnership's financing activities consisted
of the payment of distributions totaling approximately $1,017,000 to the
Partners, repurchases of Limited Partnership Interests totaling approximately
$195,000 and principal payments on the underlying loan and mortgage notes
payable totaling approximately $374,000. The Partnership also made a special
distribution to Limited Partners from Cash Flow and Mortgage Reductions in July
1996 as described below.
The Partnership defines cash flow generated from its properties as an amount
equal to the properties' revenue receipts less property related expenditures,
which include debt service payments. During the six months ended June 30, 1996
and 1995, all four of the Partnership's remaining properties generated positive
cash flow. The Cumberland Pines Apartments, which was sold in June 1996,
generated positive cash flow during the six months ended June 30, 1995 and
prior to its sale in 1996.
As of June 30, 1996, the occupancy rates of the Partnership's remaining
residential properties ranged from 96% to 97%. The occupancy rate of the
Parkway Distribution Center was 96%. Many rental markets continue to remain
extremely competitive; therefore, the General Partner's goals are to maintain
high occupancy levels, while increasing rents where possible, and to monitor
and control operating expenses and capital improvement requirements at the
properties.
As previously reported, the Partnership is in its liquidation stage. The
General Partner believes that the market for multifamily housing properties is
favorable to sellers of these properties and the General Partner's strategy is
to sell or otherwise dispose of all assets by the end of 1996. During June
1996, the Partnership sold the Cumberland Pines Apartments. Currently, the
Partnership has entered into contracts to sell the Sherwood Acres Phases I and
II Apartments and the Parkway Distribution Center for sale prices of
$19,726,000 and $6,200,000, respectively. The Partnership is actively marketing
the Hollowbrook Apartments. In addition, the Partnership has contracted to sell
the wrap-around loan collateralized by the Alzina Office Building in August
1996. See Item 5. Other Information for additional information. Proceeds will
be distributed to Limited Partners upon the sale or disposition of the
remaining assets.
In June 1996, Heitman/JMB Advisory Corporation, an unaffiliated third party,
initiated discussions with the General Partner for a potential sale of all of
the remaining properties and the loan of the Partnership. These discussions did
not result in any agreement of terms between the parties, and it is unlikely at
this time that a sale of the Partnership's assets to them will be consummated.
This will not affect the Partnership's strategy as described in the preceding
paragraph.
Changing interest rates can impact real estate values in several ways.
Generally, declining interest rates may lower the cost of capital allowing
buyers to pay more for a property whereas rising interest rates may increase
the cost of capital and lower the price of real estate. Lower interest rates
may increase the probability that borrowers' may seek prepayment of the
Partnership's loan whereas rising interest rates decrease the yields on the
loans and make prepayment less likely.
As mentioned above, during June 1996, the Partnership sold the Cumberland Pines
Apartments in an all cash sale for $9,200,000. From the proceeds of the sale,
the Partnership paid $296,319 in selling costs. The remainder of the proceeds
were distributed to the Partners in July 1996. See Note 4 of Notes to Financial
Statements for additional information.
In July 1996, the Partnership paid $9,691,147 to the holders of Limited
Partnership Interests representing the quarterly distribution of Cash Flow of
$6.00 per Interest for the second quarter of 1996 and special distributions
from proceeds received from the sale of Cumberland Pines Apartments of $48.00
per Interest from Cash Flow and $60.00 per Interest from Mortgage Reductions.
The level of the regular quarterly distribution remained unchanged from the
amount distributed to Limited Partners during the first quarter of 1996.
Including the July 1996 distribution, Limited Partners have received
distributions totaling $1,482.68 per $1,000 Interest. Of this amount $1,011.50
represents Cash Flow from operations and $471.18 represents a return of
Original Capital. In July 1996, the Partnership also paid $382,545 to the
General Partner as its distributive share of Cash Flow distributed for the
second quarter of 1996 and made a contribution to the Early Investment
Incentive Fund in the amount of $127,515.
The Partnership expects to continue making cash distributions; however, the
level of such future distributions will be dependent upon the Cash Flow
generated by the receipt of mortgage payments and property cash flow, less
payments on the underlying mortgage loan and administrative expenses. The
General Partner believes it has retained, on behalf of the Partnership, an
appropriate amount of working capital to meet cash or liquidity requirements
which may occur.
During the six months ended June 30, 1996, the General Partner on behalf of the
Partnership used amounts placed in the Early Investment Incentive Fund to
repurchase 515 Interests from Limited Partners at a total cost of $195,189.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
BALCOR PENSION INVESTORS-II
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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Williams class action
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With respect to the class action complaint, Paul Williams and Beverly Kennedy,
et al. vs. Balcor Pension Investors, et al. (U.S. District Court, Northern
District of Illinois, Case No.: 90 C 0726), the ongoing settlement discussions
among the parties have resulted in a proposed settlement between counsel for
the Class and counsel for defendants. A draft notice including a description of
the terms of the proposed settlement is attached as Exhibit 99. A final hearing
to determine the fairness, reasonableness and adequacy of the proposed
settlement will be held on November 20, 1996 at 11:00 a.m. Copies of the
proposed settlement agreement may be inspected at the office of the Clerk of
the Court of the United States District Court for the Northern District of
Illinois located at 219 South Dearborn, Chicago, Illinois 60604.
Proposed Class and Derivative Action Lawsuits
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On May 22, 1996, a proposed class and derivative action complaint was filed,
Chipain vs. Walton Street Capital Acquisition II, LLC (Circuit Court of Cook
County, Illinois, County Department, Chancery Division ("Chancery Court"), Case
No. 96 CH 05299) (the "Chipain Case"), naming the General Partner and the
general partners (together, the "Balcor Defendants") of nine other limited
partnerships sponsored by The Balcor Company (together, with the Partnership,
the "Affiliated Partnerships") as defendants. Additional defendants were
Insignia Management Group ("Insignia") and Walton Street Capital Acquisition
II, LLC ("Walton") and certain of their affiliates and principals
(collectively, the "Walton and Insignia Defendants"). The complaint alleged,
among other things, that the tender offers for the purchase of limited
partnership interests in the Affiliated Partnerships made by a joint venture
consisting of affiliates of Insignia and Walton were coercive and unfair.
The Walton and Insignia Defendants filed motions to dismiss the complaint,
which were granted on June 5, 1996. The plaintiffs filed an amended complaint,
which all defendants then moved to dismiss. On June 18, 1996, the court
dismissed the complaint in its entirety as to the Walton and Insignia
Defendants and as to the Balcor Defendants on all counts on which dismissal was
sought.
On June 14, 1996, a second proposed class and derivative action complaint was
filed in Chancery Court, Dee vs. Walton Street Capital Acquisition II, LLC
(Case No. 96 CH 06283) (the "Dee Case"). On July 1, 1996, a proposed class
action complaint was filed in the same court, Anderson vs. Balcor Mortgage
Advisors (Case No. 96 CH 06884) (the "Anderson Case"). An amended complaint
consolidating the Dee and Anderson Cases (the "Dee/Anderson Case") was filed on
July 25, 1996. The same day, the plaintiffs in the Chipain Case withdrew their
complaint. The Dee/Anderson Case names the Balcor Defendants, the Affiliated
Partnerships, and the Walton and Insignia Defendants, as defendants. The
complaint seeks to assert class and derivative claims against the Walton and
Insignia Defendants and alleges that, in connection with the tender offers, the
Walton and Insignia Defendants misused the General Partner's and Insignia's
fiduciary positions and knowledge in breach of the Walton and Insignia
Defendants' fiduciary duty and in violation of the Illinois Securities and
Consumer Fraud Acts. The plaintiffs request certification as a class and
derivative action, unspecified compensatory damages and rescission of the
tender offers.
The Balcor Defendants intend to vigorously contest this action. No class has
been certified as of this date. Management of each of the Balcor Defendants
believes they have meritorious defenses to contest the claims. It is not
determinable at this time whether or not an unfavorable decision in this action
would have a material adverse impact on the Partnership.
Item 5. Other Information
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Sherwood Acres Apartments, Phases I and II
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As previously described, on June 28, 1996, the Partnership contracted to sell
the Sherwood Acres Apartments, Phases I and II, Baton Rouge, Louisiana, to an
unaffiliated party, BH TFL, Inc., for a sale price of $19,726,000. Pursuant to
the agreement of sale, the purchaser is required to deposit $197,260 into an
escrow account as earnest money upon the completion of the purchaser's due
diligence review, which date has been extended upon the agreement of the
Partnership and the purchaser from July 23, 1996 to August 14, 1996. The
closing date of the sale has been extended from August 15, 1996 to September
15, 1996.
Alzina Office Building Loan
- ---------------------------
In 1982, the Partnership funded a $4,415,034 loan collateralized by a
wrap-around mortgage on the Alzina Office Building, Springfield, Illinois, and
evidenced by a wrap-around mortgage note in the principal amount of $11,324,000
(the "Loan"). The principal amount of the Loan included the principal amount of
an underlying first mortgage loan (the "Underlying Loan"). Pursuant to the
terms of the Loan, the borrower is required to make interest only payments on
the Loan through maturity in June 1997, at which time the amount of the Loan,
less the outstanding amount of the Underlying Loan, would be due to the
Partnership. As of August 1, 1996, the outstanding principal balances of the
Loan and the Underlying Loan are approximately $11,324,000 and $2,866,600,
respectively.
On August 8, 1996, the Partnership contracted to sell its interest in the Loan
to CS First Boston Mortgage Capital Corp. for a sale price equal to 107.60% of
the outstanding principal balance of the Loan less the outstanding principal
balance of the Underlying Loan at closing, scheduled for August 22, 1996
("Closing Date"). It is estimated that the sale price of the Loan will be
$9,100,000. The purchaser has deposited $453,750 into an escrow account as
earnest money with the remainder of the sale price payable in cash at closing.
From the proceeds of the sale, the Partnership will pay approximately $289,000
to an unaffiliated party as a commission. Neither the General Partner nor any
affiliate will receive a brokerage commission in connection with the sale of
the Loan. The General Partner will be reimbursed by the Partnership for actual
expenses incurred in connection with the sale.
Affiliates of the General Partner have simultaneously contracted to sell their
interests in 3 other loans ("Other Loans") to the purchaser. In the event that
the closing of the sale of any of the Other Loans does not occur on the Closing
Date or the purchaser terminates the contract for any Other Loan, the sale
price of the Loan will be reduced by $25,000.
The closing is subject to the satisfaction of numerous terms and conditions.
There can be no assurance that all of the terms and conditions will be complied
with and, therefore, it is possible the sale of the Loan may not occur.
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
(4) Form of Subscription Agreement previously filed as Exhibit 4(a) to
Amendment No. 1 to the Registrant's Registration Statement on Form S-11 dated
May 7, 1981 (Registration No. 2-70841) and Form of Confirmation regarding
Interests in the Registrant set forth as Exhibit 4.2 to the Registrant's Report
on Form 10-Q for the quarter ended September 30, 1992 (Commission File No.
0-10225) are incorporated herein by reference.
(10) (i) Agreement of Sale and attachment thereto relating to the sale of
Cumberland Pines apartment complex, Atlanta, Georgia, previously filed as
Exhibit (10) to the Registrant's Report on Form 10-Q for the quarter ended
March 31, 1996, is incorporated herein by reference.
(ii) Agreement of Sale and attachment thereto and Amendment to Agreement of
Sale and Escrow Agreement relating to the sale of Sherwood Acres Apartments,
Phases I and II, Baton Rouge, Louisiana, previously filed as Exhibits 2(a) and
2(b) to the Registrant's Current Report on Form 8-K dated June 28, 1996, is
incorporated herein by reference.
(iii) Purchase and Sale Agreement regarding the sale of the Partnership's
interest in the Alzina Office Building loan is attached hereto.
(27) Financial Data Schedule of the Registrant for the six-month period ended
June 30, 1996 is attached hereto.
(99) Form of Notice of Proposed Class Action Settlement and Hearing relating to
Paul Williams and Beverly Kennedy, et al. vs. Balcor Pension Investors, et al.
(b) Reports on Form 8-K: A Current Report on Form 8-K dated June 28, 1996 was
filed reporting the contract to sell Sherwood Acres Apartments, Phases I and
II, Baton Rouge, Louisiana and the closing of the sale of Cumberland Pines
Apartments, Atlanta, Georgia.
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, thereunto duly authorized.
BALCOR PENSION INVESTORS-II
By: /s/ Thomas E. Meador
---------------------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors, the General Partner
By: /s/ Brian Parker
----------------------------------------
Brian Parker
Senior Vice President, and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Mortgage Advisors, the
General Partner
Date: August 14, 1996
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