SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) October 14, 1996 BALCOR PENSION INVESTORS-II ------------------------------------------------------------ Exact Name of Registrant Illinois 0-10225 - ----------------------------------- ----------------------------------- State or other jurisdiction Commission file number 2355 Waukegan Road Suite A200 Bannockburn, Illinois 36-3114027 - ----------------------------------- ----------------------------------- Address of principal I.R.S. Employer executive offices Identification Number 60015 - ----------------------------------- Zip Code Registrant's telephone number, including area code: (847) 267-1600 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS - ---------------------------------------------------------------------- Sherwood Acres Apartments, Phases I and II In 1982, the Partnership funded loans of $1,510,915 and $1,618,985 each collateralized by a wrap-around mortgage on Phases I and II, respectively, of Sherwood Acres Apartments, Baton Rouge, Louisiana. In 1986, the borrower defaulted on its obligations under the terms of the loans and commenced bankruptcy proceedings. The Partnership obtained title to Phases I and II (together, the "Property") in 1988 subject to the existing first mortgage loans. In 1993, the Partnership refinanced the first mortgage loans with two new first mortgage loans from a third party, each in the principal amount of $5,812,500, and collateralized by Phase I and Phase II, respectively. On October 14, 1996, the Partnership contracted to sell the Property for a sale price of $18,875,000 to an unaffiliated party, New Plan Realty Trust, a Massachusetts business trust. The purchaser has deposited $250,000 into an escrow account as earnest money. The remaining portion of the sale price will be payable in cash at closing, scheduled to occur on October 30, 1996. From the proceeds of the sale, the Partnership will pay the outstanding principal balances of the first mortgage loans which are expected to total approximately $11,348,000 at closing and $235,938 to an unaffiliated party as a brokerage commission. An affiliate of the third party providing property management services for the Property will receive a fee for services rendered in connection with the sale of the Property of up to $141,563. The Partnership will receive the remaining proceeds of approximately $7,149,000, less closing costs. Of such proceeds, $250,000 will be retained by the Partnership and will not be available for use or distribution by the Partnership until 120 days after closing. Neither the General Partner nor any affiliate will receive a brokerage commission in connection with the sale of the Property. 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 two other properties to the purchaser and have sold three additional properties to the purchaser in 1996. 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 Property may not occur. ITEM 5. OTHER EVENTS - ------------------------------------------- Hollowbrook Apartments As previously reported, on September 17, 1996, the Partnership contracted to sell Hollowbrook Apartments, Orlando, Florida, to an unaffiliated party, Housing Systems, Incorporated, a Georgia corporation, for a sale price of $3,000,000. Pursuant to a letter agreement dated October 7, 1996, the closing of the sale has been extended to November 20, 1996. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - ---------------------------------------------------------------------- (A) FINANCIAL STATEMENTS AND EXHIBITS: None (B) PRO FORMA FINANCIAL INFORMATION: None (C) EXHIBITS: (2) Agreement of Sale and attachment thereto relating to the sale of Sherwood Acres Apartments, Phases I and II, Baton Rouge, Louisiana. (99) Letter Agreement relating to the sale of Hollowbrook Apartments, Orlando, Florida. No information is required under Items 1, 3, 4, 6 and 8 and these items have, therefore, been omitted. Signature - ------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. BALCOR PENSION INVESTORS-II By: Balcor Mortgage Advisors, an Illinois general partnership, its general partner By: RGF-Balcor Associates, an Illinois general partnership, a partner By: The Balcor Company, a Delaware corporation, a partner By: /s/ Jerry M. Ogle ------------------------------------ Jerry M. Ogle, Vice President and Secretary Dated: October 29, 1996