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 - ----- EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 1996 ------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ----- EXCHANGE ACT OF 1934. For the transition period from to ------------ ------------ Commission file number 0-14351 ------- BALCOR REALTY INVESTORS 85-SERIES II A REAL ESTATE LIMITED PARTNERSHIP ------------------------------------------------------- (Exact name of registrant as specified in its charter) Illinois 36-3327917 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2355 Waukegan Rd. Bannockburn, Illinois 60015 60015 - ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (847) 267-1600 --------------- 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 ----- ----- BALCOR REALTY INVESTORS - 85 SERIES II A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) BALANCE SHEETS June 30, 1996 and December 31, 1995 (Unaudited) ASSETS 1996 1995 ------------- ------------- Cash and cash equivalents $ 1,290,670 $ 1,125,457 Escrow deposits 1,467,274 1,693,209 Accounts and accrued interest receivable 604,240 143,573 Prepaid expenses 294,927 137,929 Deferred expenses, net of accumulated amortization of $473,138 in 1996 and $429,418 in 1995 750,974 1,013,846 Investment in joint venture with an affiliate 191,900 ------------- ------------- 4,599,985 4,114,014 ------------- ------------- Investment in real estate: Land 8,060,630 10,525,187 Buildings and improvements 52,824,940 62,537,549 ------------- ------------- 60,885,570 73,062,736 Less accumulated depreciation 22,795,251 26,137,982 ------------- ------------- Investment in real estate, net of accumulated depreciation 38,090,319 46,924,754 ------------- ------------- $ 42,690,304 $ 51,038,768 ============= ============= LIABILITIES AND PARTNERS' DEFICIT Loans payable - affiliate $ 7,907,605 $ 11,900,605 Accounts payable 417,675 142,159 Due to affiliates 63,532 756,004 Accrued liabilities, principally interest and real estate taxes 386,300 480,390 Security deposits 197,493 233,034 Loss in excess of investment in joint venture with an affiliate 1,207,069 Mortgage notes payable - affiliate 1,673,215 1,673,215 Mortgage notes payable 43,711,870 51,796,170 ------------- ------------- Total liabilities 54,357,690 68,188,646 Limited Partners' deficit (83,936 Interests issued and outstanding) (10,800,703) (16,228,370) General Partner's deficit (866,683) (921,508) ------------- ------------- Total partners' deficit (11,667,386) (17,149,878) ------------- ------------- $ 42,690,304 $ 51,038,768 ============= ============= The accompanying notes are an integral part of the financial statements. BALCOR REALTY INVESTORS - 85 SERIES II A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership)) STATEMENTS OF INCOME AND EXPENSES for the six months ended June 30, 1996 and 1995 (Unaudited) 1996 1995 ------------- ------------- Income: Rental and service $ 6,633,095 $ 6,359,979 Interest on short-term investments 29,413 33,051 Participation in income of joint venture with an affiliate 3,028,395 33,246 ------------- ------------- Total income 9,690,903 6,426,276 ------------- ------------- Expenses: Interest on mortgage notes payable 2,310,938 2,525,619 Interest on short-term loans from affiliate 363,518 409,009 Depreciation 923,131 942,993 Amortization of deferred expenses 101,625 103,911 Property operating 2,288,308 2,103,845 Real estate taxes 460,997 523,487 Property management fees 327,749 315,060 Administrative 354,546 268,451 ------------- ------------- Total expenses 7,130,812 7,192,375 ------------- ------------- Income (loss) before gain on sale and extraordinary items 2,560,091 (766,099) Gain of sale of property 3,062,696 ------------- ------------- Income (loss) before extraordinary items 5,622,787 (766,099) ------------- Extraordinary items: Debt extinguishment expense (161,247) Participation in gain on forgiveness of debt from joint venture with an affiliate 41,897 Participation in debt extinguishment expense from joint venture with an affiliate (20,945) ------------- Total extraordinary items (140,295) ------------- ------------- Net income (loss) $ 5,482,492 $ (766,099) ============= ============= Income (loss) before extraordinary items allocated to General Partner $ 56,228 $ (7,661) ============= ============= Income (loss) before extraordinary items allocated to Limited Partners $ 5,566,559 $ (758,438) ============= ============= Income (loss) before extraordinary items per Limited Partnership Interest (83,936 Interest issued and outstanding) $ 66.32 $ (9.04) ============= ============= Extraordinary items allocated to General Partner $ (1,403) $ NONE ============= ============= Extraordinary items allocated to Limited Partners $ (138,892) $ NONE ============= ============= Extraordinary items per Limited Partnership Interest (83,936 issued and outstanding) $ (1.66) $ NONE ============= ============= Net income (loss) allocated to General Partner $ 54,825 $ (7,661) ============= ============= Net income (loss) allocated to Limited Partners $ 5,427,667 $ (758,438) ============= ============= Net income (loss) per Limited Partnership Interests (83,936 issued and outstanding) $ 64.66 $ (9.04) ============= ============= The accompanying notes are an integral part of the financial statements. BALCOR REALTY INVESTORS - 85 SERIES II A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership)) STATEMENTS OF INCOME AND EXPENSES for the quarters ended June 30, 1996 and 1995 (Unaudited) 1996 1995 ------------- ------------- Income: Rental and service $ 3,237,574 $ 3,213,176 Interest on short-term investments 5,053 16,211 Participation in income of joint venture with an affiliate 3,015,443 10,763 ------------- ------------- Total income 6,258,070 3,240,150 ------------- ------------- Expenses: Interest on mortgage notes payable 1,130,166 1,278,461 Interest on short-term loans from affiliate 171,487 206,143 Depreciation 451,635 471,497 Amortization of deferred expenses 49,048 53,461 Property operating 1,155,455 1,129,089 Real estate taxes 238,763 261,645 Property management fees 158,640 160,142 Administrative 256,991 147,011 ------------- ------------- Total expenses 3,612,185 3,707,449 ------------- ------------- Income (loss) before gain on sale and extraordinary items 2,645,885 (467,299) Gain on sale of property 3,062,696 ------------- ------------- Income (loss) before extraordinary items 5,708,581 (467,299) ------------- Extraordinary items: Debt extinguishment expense (161,247) Participation in gain on forgiveness of debt from joint venture with an affiliate 41,897 Participation in debt extinguishment expense from joint venture with an affiliate (20,945) ------------- Total extraordinary items (140,295) ------------- ------------- Net income (loss) $ 5,568,286 $ (467,299) ============= ============= Income (loss) before extraordinary items alloacated to General Partner $ 57,086 (4,673) ============= ============= Income (loss) before extraordinary items alloacated to Limited Partners $ 5,651,495 (462,626) ============= ============= Income (loss) before extraordinary items per Limited Partnership Interest (83,936 Interest issued and outstanding) $ 67.33 (5.52) ============= ============= Extraordinary items allocated to General Partner $ (1,403) $ NONE ============= ============= Extraordinary items allocated to Limited Partners $ (138,892) $ NONE ============= ============= Extraordinary items per Limited Partnership Interest (83,936 issued and outstanding) $ (1.66) $ NONE ============= ============= Net income (loss) allocated to General Partner $ 55,683 $ (4,673) ============= ============= Net income (loss) allocated to Limited Partners $ 5,512,603 $ (462,626) ============= ============= Net income (loss) per Limited Partnership Interests (83,936 issued and outstanding) $ 65.67 $ (5.52) ============= ============= The accompanying notes are an integral part of the financial statements. BALCOR REALTY INVESTORS - 85 SERIES II A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership)) STATEMENTS OF CASH FLOWS for the six months ended June 30, 1996 and 1995 (Unaudited) 1996 1995 ------------- ------------- Operating activities: Net income (loss) $ 5,482,492 $ (766,099) Adjustments to reconcile net income (loss) to net cash (used in) and provided by operating activities: Gain on sale of property (3,062,696) Debt extinguishment expense 161,247 Participation in gain on forgiveness of debt from joint venture with an affiliate (41,897) Participation in debt extinguishment expense from joint venture with an affiliate 20,945 Participation in income of joint venture with affiliate (3,028,395) (33,246) Depreciation of properties 923,131 942,993 Amortization of deferred expenses 101,625 103,911 Net change in: Escrow deposits (17,450) (578,060) Accounts and accrued interest receivable (460,667) 183,575 Prepaid expenses (156,998) (94,091) Accounts payable 120,216 (106,930) Due to affiliates (692,472) 318,834 Accrued liabilities (94,090) 217,412 Security deposits (35,541) 4,943 ------------- ------------- Net cash used in and provided by operating activities (780,550) 193,242 ------------- ------------- Investing activities: Proceeds from sale of property 11,100,000 Payment of selling costs (126,000) Distributions from joint venture with an affiliate 1,805,678 54,754 Redemption of restricted investments 480,000 ------------- ------------- Net cash provided by investing activities 12,779,678 534,754 ------------- ------------- Financing activities: Repayment of loans payable - affiliate (3,993,000) (480,000) Proceeds from loans payable - affiliate 80,000 Repayment of mortgage notes payable (7,870,116) (5,480,512) Proceeds from issuance of mortgage notes payable 6,010,000 Principal payments on mortgage notes payable (214,184) (197,257) Funding of repair escrows (157,500) Releases from repair escrows 243,385 Payment of deferred expenses (182,890) ------------- ------------- Net cash used in financing activities (11,833,915) (408,159) ------------- ------------- Net change in cash and cash equivalents 165,213 319,837 Cash and cash equivalents at beginning of period 1,125,457 600,949 ------------- ------------- Cash and cash equivalents at end of period $ 1,290,670 $ 920,786 ============= ============= The accompanying notes are an integral part of the financial statements. BALCOR REALTY INVESTORS 85-SERIES II A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) NOTES TO FINANCIAL STATEMENTS 1. Accounting Policy: A reclassification has been made to the previously reported 1995 statements in order to provide comparability with the 1996 statements. This reclassification has not changed the 1995 results. 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 and paid interest expense on non-affiliated mortgage notes payable of $2,232,735 and $2,406,832, 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 are: Paid ----------------------- Six Months Quarter Payable ------------ --------- ---------- Reimbursement of expenses to the General Partner, at cost $67,724 $50,469 $46,433 The Partnership incurred interest expense on mortgage notes payable-affiliate of $78,203 and $118,786 and paid interest expense of $90,884 and $31,382 during the six months ended June 30, 1996 and 1995, respectively. As of June 30, 1996, the Partnership owes $7,907,605 to the General Partner in connection with the funding of additional working capital and other Partnership obligations. The Partnership repaid $3,993,000 to the General Partner during the six months ended June 30, 1996, primarily with the proceeds received from the sales of Forest Ridge - Phase II and Rosehill Pointe apartment complexes. The Partnership incurred interest expense of $363,518 and $409,009, and paid interest expense of $1,081,000 and $17,040 on this loan during the six months ended June 30, 1996 and 1995, respectively. As of June 30, 1996, interest expense of $17,099 was payable. Interest expense was computed at the American Express Company cost of funds rate plus a spread to cover administrative costs. As of June 30, 1996, this rate was 5.911%. 4. Investment in Joint Venture with an Affiliate: The Rosehill Pointe Apartments was owned by a joint venture consisting of the Partnership and an affiliate. The Partnership and the affiliate hold participating percentages in the joint venture of 38.38% and 61.62%, respectively. In June 1996, the joint venture sold the property in an all cash sale for $20,700,000. From the proceeds of the sale, the joint venture paid $15,537,677 to the third party mortgage holders in full satisfaction of the first and second mortgage loans, and paid $170,250 in selling costs. The joint venture recognized a gain of $7,920,199 from the sale of this property, of which $3,055,484 was the Partnership's share. 5. Property Sale: In June 1996, the Partnership sold the Forest Ridge - Phase II Apartments in an all cash sale for $11,100,000. From the proceeds of the sale, the Partnership paid $7,870,116 to the third party mortgage holder in full satisfaction of the first mortgage loan, and paid $126,000 in selling costs. The basis of the property was $7,911,304, which is net of accumulated depreciation of $4,265,862. For financial statement purposes, the Partnership recognized a gain of $3,062,696 from the sale of this property. 6. Extraordinary Items: (a) In June 1996, the Partnership sold the Forest Ridge - Phase II Apartments. In connection with the sale, the Partnership fully amortized the remaining deferred expenses in the amount of $161,427. This amount was recognized as an extraordinary item and is classified as debt extinguishment expense. (b) In June 1996, the joint venture consisting of the Partnership and an affiliate sold the Rosehill Pointe Apartments. In connection with the sale, the joint venture fully amortized the remaining deferred expenses and recognized a gain related to the forgiveness of debt. The Partnership's shares of these amounts of $20,945 and $41,897 were recognized as extraordinary items and classified as debt extinguishment expense and gain on the forgiveness of debt, respectively. BALCOR REALTY INVESTORS 85-SERIES II A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS Balcor Realty Investors 85-Series II (the "Partnership") was formed in 1984 to invest in and operate real property. The Partnership raised $83,936,000 through the sale of Limited Partnership Interests and utilized these proceeds to acquire thirteen real property investments and a minority joint venture interest in one additional real property. Prior to 1996, the Partnership disposed of five of these properties. During 1996, the Partnership sold an additional property and the property in which it owned a minority joint venture interest. The Partnership continues to own the seven remaining properties. 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 - ---------- Summary of Operations - --------------------- The Partnership recognized a gain related to the June 1996 sale of the Forest Ridge - Phase II Apartments. The Partnership also recognized its share of the gain from the June 1996 sale of the Rosehill Pointe Apartments, which was owned by a joint venture consisting of the Partnership and an affiliate. These were the primary reasons for the recognition of net income during the six months and quarters ended June 30, 1996 as compared to a net loss during the same periods in 1995. Further discussion of the Partnership's operations is summarized below. 1996 Compared to 1995 - --------------------- Unless otherwise noted, discussions of fluctuations between 1996 and 1995 refer to both the six months and quarters ended June 30, 1996 and 1995. As a result of lower average interest rates, interest income on short-term investments decreased during 1996 when compared to 1995. Rosehill Pointe Apartments, in which the Partnership held a minority joint venture interest, was sold during June 1996. As a result of the Partnership's share of the gain recognized during 1996 in connection with the sale, income from participation in joint venture with an affiliate increased during 1996 when compared to 1995. In connection with the sale, the Partnership also recognized its share of a gain on forgiveness of debt of $41,897 and debt extinguishment expense of $20,945, which are classified as extraordinary items. The June 1996 sale of the Forest Ridge - Phase II Apartments and the Country Oaks Apartment's refinancing in June 1995 caused interest expense on mortgage notes payable to decrease during 1996 when compared to 1995. The repayment of a portion of the General Partner loans during the second quarter of 1996 along with lower interest rates resulted in a decrease in interest on short-term loans from affiliate during 1996 when compared to 1995. Real estate tax expense decreased during the six months ended June 30, 1996 when compared to the same period in 1995 as a result of a decrease in the tax rate at the Hunter's Glen Apartments and the receipt of a refund for the Marbrisa Apartments. Higher professional fees caused an increase in administrative expenses during 1996 when compared to 1995. In June 1996, the Partnership sold the Forest Ridge - Phase II Apartments and recognized a gain on sale of $3,062,696. In connection with the sale, the Partnership fully amortized the remaining deferred expenses in the amount of $161,427. This amount was recognized as an extraordinary item and classified as debt extinguishment expense. Liquidity and Capital Resources - ------------------------------- The cash position of the Partnership increased by approximately $165,000 as of June 30, 1996 when compared to December 31, 1995. The Partnership used cash of approximately $781,000 in its operating activities which primarily represented the cash flow from the operations of its properties, which was offset by administrative expenses and the payment of accrued interest on short-term loans from an affiliate. Cash provided by investing activities of approximately $12,780,000 consisted of net proceeds from the sale of Forest Ridge - Phase II Apartments, and distributions received from the joint venture with an affiliate, which primarily represent the Partnership's share of the proceeds from the sale of Rosehill Pointe Apartments. Cash used in financing activities of approximately $11,834,000 consisted primarily of the repayment of $3,993,000 of loans payable - affiliate and the repayment of the Forest Ridge- Phase II mortgage note payable of approximately $7,870,000. The Partnership owes approximately $7,908,000 to the General Partner at June 30, 1996 in connection with the funding of operating deficits and other working capital requirements. These loans are expected to be repaid from proceeds received from the disposition of the Partnership's real estate investments, and available cash flow from future property operations, prior to any distributions to Limited Partners. The General Partner may continue to provide additional short-term loans to the Partnership to fund working capital needs or property operating deficits, although there can be no assurances that such loans will be available. The Partnership defines cash flow generated from its properties as an amount equal to the property's revenue receipts less property related expenditures, which include debt service payments. During 1996 and 1995, all of the Partnership's seven remaining properties generated positive cash flow. The Forest Ridge - Phase II Apartments was sold in June 1996, and generated positive cash flow in 1995 and prior to its sale in 1996. The Rosehill Pointe Apartments, in which the Partnership held a minority joint venture interest, was sold in June 1996 and generated positive cash flow in 1995 and prior to its sale in 1996. As of June 30, 1996, the occupancy rates at the Partnership's properties ranged from 92% to 98%. While the cash flow of certain of the Partnership's properties has improved, the General Partner continues to pursue a number of actions aimed at improving the cash flow of the Partnership's properties including improving operating performance and seeking rent increases where market conditions allow. The General Partner believes that the market for multifamily housing properties is favorable to sellers of these properties. During June 1996, the General Partner sold the Forest Ridge - Phase II Apartments, and Rosehill Pointe Apartments, in which the Partnership held a minority joint venture interest. Currently, the Partnership has entered into contracts to sell the Country Oaks, Hunter's Glen, Steeplechase, Willow Bend Lake and Marbrisa apartment complexes for sales prices of $8,250,000, $9,100,000, $11,500,000, $14,853,000, and $8,100,000 respectively. The Partnership is marketing its remaining two properties. If current market conditions remain favorable, and the General Partner can obtain appropriate sales prices, the Partnership's liquidation strategy will be accelerated. In June 1996, the Partnership sold the Forest Ridge - Phase II Apartments complex in an all cash sale for $11,100,000. From the proceeds of the sale, the Partnership paid $7,870,116 to the third party mortgage holder in full satisfaction of the first mortgage loan, and paid $126,000 in selling costs. Pursuant to the terms of the sale, $500,000 of the proceeds will be retained by the Partnership until October 1996. The remaining proceeds were used to repay a portion of the General Partner loan. See Note 5 of Notes to Financial Statements for additional information. The Rosehill Pointe Apartments was owned by a joint venture consisting of the Partnership and an affiliate. In June 1996, the joint venture sold the property in an all cash sale for $20,700,000. From the proceeds of the sale, the joint venture paid $15,537,677 to the third party mortgage holder in full satisifaction of the first mortgage loan, and paid $170,250 in selling costs. The net proceeds of the sale were $4,992,073, of which $1,915,958 was the Partnership's share. Pursuant to the terms of the sale, $500,000 of the proceeds will be retained by the joint venture until October 1996. The Partnership's share of the remaining proceeds were used to repay a portion of the General Partner loan. See Note 4 of Notes to Financial Statements for additional information. The Partnership's properties are owned through the use of third-party and affiliate mortgage loans and therefore, the Partnership is subject to the financial obligations required by such loans. As a result of the General Partner's efforts to obtain loan refinancings, the Partnership has no third party financing which matures prior to 1998. Although investors have received certain tax benefits, the Partnership has not commenced distributions. Future distributions to investors will depend on the repayment of loans to the General Partner and proceeds from property sales, as to both of which there can be no assurances. In light of results to date and current market conditions, the General Partner does not anticipate that investors will recover a substantial portion of their original investment. 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 REALTY INVESTORS 85 - SERIES II A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) PART II - OTHER INFORMATION Item 5. Other Information - -------------------------- Hunter's Glen Apartments - ------------------------ As previously reported, on June 30, 1996, the Partnership contracted to sell the Hunter's Glen Apartments, St. Louis County, Missouri, to ERP Operating Limited Partnership, an Illinois limited partnership, for a sale price of $9,100,000. The Partnership and the purchaser have agreed to extend the closing date of the sale from August 15, 1996 to August 30, 1996. Willow Bend Lake Apartments - -------------------------- As previously described, on June 28, 1996, the Partnership contracted to sell the Willow Bend Lake Apartments, East Baton Rouge, Louisiana to an unaffiliated party, BH TFL, Inc. for a sale price of $14,853,000. Pursuant to the agreement of sale, the purchaser is required to deposit $148,530 into an escrow account as earnest money upon 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 19, 1996. Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits: (4) Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration Statement on Form S-11 dated March 12, 1985 (Registration No. 2-95000) 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 June 30, 1992 (Commission File No. 0-14351) are incorporated herein by reference. (10) Material Contracts: (a)(i) Agreement of Sale and attachment thereto relating to the sale of the Forest Ridge - Phase II apartment complex, Arlington, Texas previously filed as Exhibit 2 to the Registrant's Report on Form 8-K dated April 23, 1996 is incorporated herein by reference. (ii) Master Amendment and Agreement relating to the sales of the Forest Ridge - Phase II, apartment complex, Arlington, Texas and Rosehill Pointe apartment complex, Lenexa, Kansas previously filed as Exhibit 2(b)(i) to the Registrant's Report on Form 8-K dated May 31, 1996 is incorporated herein by reference. (iii) Master Amendment and Agreement #2 dated May 22, 1996 relating to the sales of the Forest Ridge - Phase II, apartment complex, Arlington, Texas and Rosehill Pointe apartment complex, Lenexa, Kansas previously filed as Exhibit 2(b)(ii) to the Registrant's Report on Form 8-K dated May 31, 1996 is incorporated herein by reference. (b)(i) Agreement of Sale relating to the sale of the Hunter's Glen Apartments, St. Louis County, Missouri previously filed as Exhibit 2(a) to the Registrant's Report on Form 8-K dated June 28, 1996 is incorporated herein by reference. (ii) Letter Agreement dated June 25, 1996, relating to the Sale of Hunter's Glen apartment complex, St. Louis County, Missouri, previously filed as Exhibit 99 to the Registrant's Report on Form 8-K dated July 15, 1996 is incorporated herein by reference. (iii) Letter Agreement dated August 2, 1996, relating to the Sale of Hunter's Glen apartment complex, St. Louis County, Missouri, is attached hereto. (c)(i) Agreement of Sale and attachment thereto relating to the sale of Willow Bend Lake Apartments, East Baton Rouge Parish, Louisiana previously filed as Exhibit 2(b)(i) to the Registrant's Report on Form 8-K dated June 28, 1996 is incorporated herein by reference. (ii) Amendment to Agreement of Sale and Escrow Agreement relating to the sale of Willow Bend Lake Apartments, East Baton Rouge Parish, Louisiana previously filed as Exhibit 2(b)(ii) to the Registrant's Report on Form 8-K dated June 28, 1996 is incorporated herein by reference. (iii) Second Amendment to Agreement of Sale and Escrow Agreement relating to the contract to sell Willow Bend Lake Apartments, East Baton Rouge Parish, Louisiana, is attached hereto. (d) Agreement of Sale dated July 15, 1996 and letter agreements thereto relating to the sale of Marbrisa apartment complex, Hillsborough County, Florida previously filed as Exhibit 2(a) to the Registrant's Report on Form 8-K dated July 15, 1996 is incorporated herein by reference. (e) Agreement of Sale dated July 15, 1996 and letter agreement thereto relating to the sale of Steeplechase apartment complex, Lexington-Fayette, Kentucky previously filed as Exhibit 2(b) to the Registrant's Report on Form 8-K dated July 15, 1996 is incorporated herein by reference. (27) Financial Data Schedule of the Registrant for the six months ending June 30, 1996 is attached hereto. (b) Reports on Form 8-K: (i) A Current Report on Form 8-K dated April 23, 1996 was filed reporting contracts to sell Forest Ridge Apartments - Phase II located in Arlington, Texas and Rosehill Pointe Apartments located in Lenexa, Kansas. (ii) A Current Report on Form 8-K dated May 31, 1996 was filed reporting the closings of the sales of Forest Ridge Apartments - Phase II located in Arlington, Texas, and Rosehill Pointe Apartments located in Lenexa, Kansas. Also reported were the contracts to sell Marbrisa Apartments located in Hillsborough County, Florida, and Steeplechase Apartments both dated May 31, 1996 located in Lexington-Fayette, Kentucky. (iii) A Current Report on Form 8-K dated June 28, 1996 was filed reporting contracts to sell Hunter's Glen Apartments located in St. Louis County, Missouri, Willow Bend Lake Apartments located in East Baton Rouge Parish, Louisiana, and Country Oaks Apartments located in Memphis, Tennessee. Also reported were the terminations of the contracts, both dated May 31, 1996, to sell Marbrisa Apartments located in Hillsborough County, Florida, and Steeplechase Apartments located in Lexington-Fayette, Kentucky. (iv) A Current Report on Form 8-K dated July 15, 1996 was filed reporting contracts to sell Marbrisa Apartments located in Hillsborough County, Florida, and Steeplechase Apartments located in Lexington-Fayette, Kentucky. Also reported was an extension of the closing date for the sale of Hunter's Glen Apartments located in St. Louis County, Missouri. 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 REALTY INVESTORS 85-SERIES II A REAL ESTATE LIMITED PARTNERSHIP By: /s/Thomas E. Meador --------------------------------- Thomas E. Meador President and Chief Executive Officer (Principal Executive Officer) of Balcor Partners-XVII, the General Partner By: /s/Brian D. Parker ---------------------------------- Brian D. Parker Senior Vice President, and Chief Financial Officer (Principal Accounting and Financial Officer) of Balcor Partners-XVII, the General Partner Date: August 14, 1996 -------------------------