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 March 31, 1997 ------------------ 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 March 31, 1997 and December 31, 1996 (Unaudited) ASSETS 1997 1996 -------------- -------------- Cash and cash equivalents $ 5,444,488 $ 12,457,760 Escrow deposits 82,469 Accounts and accrued interest receivable 502,365 532,365 Prepaid expenses 19,833 Deferred expenses, net of accumulated amortization of $113,839 in 1996 140,314 -------------- -------------- 5,946,853 13,232,741 -------------- -------------- Investment in real estate: Land 1,436,769 Buildings and improvements 7,276,630 -------------- 8,713,399 Less accumulated depreciation 3,438,330 -------------- Investment in real estate, net of accumulated depreciation 5,275,069 -------------- -------------- $ 5,946,853 $ 18,507,810 ============== ============== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 81,070 $ 633,881 Due to affiliates 109,102 114,934 Security deposits 30,759 Mortgage note payable 7,249,433 -------------- -------------- Total liabilities 190,172 8,029,007 -------------- -------------- Commitments and contingencies Limited Partners' capital (83,936 Interests issued and outstanding) 5,756,681 11,121,829 General Partner's deficit None (643,026) -------------- -------------- Total partners' capital 5,756,681 10,478,803 -------------- -------------- $ 5,946,853 $ 18,507,810 ============== ============== 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 March 31, 1997 and 1996 (Unaudited) 1997 1996 -------------- -------------- Income: Rental and service $ 441,199 $ 3,395,521 Interest on short-term investments 55,903 24,360 Participation in income of joint venture with an affiliate 12,952 -------------- -------------- Total income 497,102 3,432,833 -------------- -------------- Expenses: Interest on mortgage notes payable 167,177 1,180,772 Interest on short-term loans from affiliate 192,031 Depreciation 51,564 471,496 Amortization of deferred expenses 7,943 52,577 Property operating 211,874 1,132,853 Real estate taxes (19,829) 222,234 Property management fees 24,335 169,109 Administrative 113,372 97,555 -------------- -------------- Total expenses 556,436 3,518,627 -------------- -------------- Loss before gain on sale of property and extraordinary item (59,334) (85,794) Gain on sale of property 4,992,080 -------------- -------------- Income (loss) before extraordinary item 4,932,746 (85,794) Extraordinary item: Debt extinguishment expense (421,908) -------------- -------------- Net income (loss) $ 4,510,838 $ (85,794) ============== ============== Income (loss) before extraordinary item allocated to General Partner $ 703,170 $ (858) ============== ============== Income (loss) before extraordinary item allocated to Limited Partners $ 4,229,576 $ (84,936) ============== ============== 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 March 31, 1997 and 1996 (Unaudited) (Continued) 1997 1996 -------------- -------------- Income (loss) before extraordinary item per Limited Partnership Interest (83,936 Interests issued and outstanding) $ 50.39 $ (1.01) ============== ============== Extraordinary item allocated to General Partner $ (60,144) None ============== ============== Extraordinary item allocated to Limited Partners $ (361,764) None ============== ============== Extraordinary item per Limited Partnership Interest (83,936 Interests issued and outstanding) $ (4.31) None ============== ============== Net income (loss) allocated to General Partner $ 643,026 $ (858) ============== ============== Net income (loss) allocated to Limited Partners $ 3,867,812 $ (84,936) ============== ============== Net income (loss) per Limited Partnership Interest (83,936 Interests issued and outstanding) $ 46.08 $ (1.01) ============== ============== Distribution to Limited Partners $ 9,232,960 None ============== ============== Distribution per Limited Partnership Interest (83,936 Interests issued and outstanding) $ 110.00 None ============== ============== 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 quarters ended March 31, 1997 and 1996 (Unaudited) 1997 1996 -------------- -------------- Operating activities: Net income (loss) $ 4,510,838 $ (85,794) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Gain on sale of property (4,992,080) Debt extinguishment expense 132,371 Participation in income of joint venture with an affiliate (12,952) Depreciation 51,564 471,496 Amortization of deferred expenses 7,943 52,577 Net change in: Escrow deposits 82,469 81,769 Accounts and accrued interest receivable 30,000 106,398 Prepaid expenses 19,833 104,634 Accounts payable (552,811) (3,165) Due to affiliates (5,832) (90,727) Accrued liabilities (202,349) Security deposits (30,759) 1,264 -------------- -------------- Net cash (used in) provided by operating activities (746,464) 423,151 -------------- -------------- Investing activities: Distribution from joint venture with an affiliate 19,122 Proceeds from sale of property 10,400,000 Payment of selling costs (184,415) -------------- -------------- Net cash provided by investing activities 10,215,585 19,122 -------------- -------------- Financing activities: Distribution to Limited Partners (9,232,960) Repayment of mortgage note payable (7,238,418) Principal payments on mortgage notes payable (11,015) (108,368) Release from repair escrows 41,492 -------------- -------------- Net cash used in financing activities (16,482,393) (66,876) -------------- -------------- 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 quarters ended March 31, 1997 and 1996 (Unaudited) (Continued) 1997 1996 -------------- -------------- Net change in cash and cash equivalents (7,013,272) 375,397 Cash and cash equivalents at beginning of period 12,457,760 1,125,457 -------------- -------------- Cash and cash equivalents at end of period $ 5,444,488 $ 1,500,854 ============== ============== 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 Policies: (a) In the opinion of management, all adjustments necessary for a fair presentation have been made to the accompanying statements for the quarter ended March 31, 1997, and all such adjustments are of a normal and recurring nature. (b) For financial statement purposes, in previous years partners were allocated income and loss in accordance with the provisions in the Partnership Agreement. In order for the capital accounts of the General Partner and Limited Partners to appropriately reflect their respective remaining economic interests as provided for in the Partnership Agreement, the General Partner was allocated additional income in 1997 for financial statement purposes. 2. Partnership Termination: The Partnership Agreement provides for the dissolution of the Partnership upon the occurrence of certain events, including the disposition of all interests in real estate. During 1996, the Partnership sold seven properties and its minority joint venture interest in one additional property. During March 1997, the Partnership sold its remaining property, the Steeplechase Apartments. The available proceeds from the 1996 property sales were distributed to Limited Partners in January and April 1997. The Partnership has retained a portion of the cash to satisfy obligations of the Partnership as well as establish a reserve for contingencies. The timing of the termination of the Partnership and final distribution of cash will depend upon the nature and extent of liabilities and contingencies which exist or may arise. Such contingencies may include legal and other fees stemming from litigation involving the Partnership including, but not limited to the lawsuits discussed in Note 7 of Notes to Financial Statements. In the absence of any such contingency, the reserves will be paid within twelve months of the last property being sold. In the event a contingency arises, reserves may be held by the Partnership for a longer period of time. 3. Interest Expense: During the quarters ended March 31, 1997 and 1996, the Partnership incurred and paid interest expense on non-affiliated mortgage notes payable of $167,177 and $1,141,670, respectively. 4. Transactions with Affiliates: Fees and expenses paid and payable by the Partnership to affiliates during the quarter ended March 31, 1997 are: Paid Payable ------------ --------- Reimbursement of expenses to the General Partner, at cost $13,895 $109,102 The Partnership had a junior loan outstanding from The Balcor Company, an affiliate of the General Partner, relating to the Chestnut Ridge - Phase I Apartments. The loan of $1,816,035 along with accrued interest of $48,884 was forgiven in connection with the sale of the property in September 1996. During the quarter ended March 31, 1996, the Partnership incurred interest expense on the mortgage note payable-affiliate of $39,102 and paid interest expense of $19,954. During 1996, the Partnership repaid the General Partner loan with proceeds received from the sales of properties. During the quarter ended March 31, 1996, the Partnership incurred interest expense of $192,031 and paid interest expense of $300,000 on this loan. Interest expense on the General Partner loan was computed at the American Express Company cost of funds rate plus a spread to cover administrative costs. 5. Property Sale: In March 1997, the Partnership sold the Steeplechase Apartments in an all cash sale for $10,400,000. From the proceeds of the sale, the Partnership paid $7,238,418 to the third party mortgage holder in full satisfaction of the first mortgage loan, and paid $184,415 in selling costs and $289,537 in prepayment penalties. The basis of the property was $5,223,505, which is net of accumulated depreciation of $3,489,894. For financial statements purposes, the Partnership recognized a gain of $4,992,080 from the sale of this property. 6. Extraordinary Item: In connection with the sale of the Steeplechase Apartments in March 1997, the Partnership paid $289,537 in prepayment penalties and wrote off the remaining unamortized deferred financing fees related to the property of $132,371. These amounts were recognized as an extraordinary item and classified as debt extinguishment expense. 7. Contingencies: The Partnership is currently involved in two lawsuits whereby the Partnership and certain affiliates have been named as defendants alleging substantially similar claims involving certain federal securities law violations with regard to the adequacy and accuracy of disclosures of information concerning, as well as marketing efforts related to the offering of the Limited Partnership Interests of the Partnership. The defendants continue to vigorously contest these actions. A plaintiff class has not been certified in either action and, no determinations of the merits have been made. It is not determinable at this time whether or not an unfavorable decision in either action would have a material adverse impact on the financial position, operations and liquidity of the Partnership. The Partnership believes that it has meritorious defenses to contest the claims. 8. Subsequent Event: In April 1997, the Partnership made a distribution of $1,175,104 ($14.00 per Interest) to Limited Partners representing a special distribution of remaining available Net Cash Proceeds from the 1996 property sales. 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 seven properties and the property in which it held a minority joint venture interest. The Partnership sold its remaining property, the Steeplechase Apartments, in March 1997. 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 1996 for a more complete understanding of the Partnership's financial position. Operations - ---------- Summary of Operations - --------------------- During 1997, the Partnership recognized a gain in connection with the sale of the Steeplechase Apartments, which was the primary reason the Partnership recognized net income during the quarter ended March 31, 1997 as compared to a net loss during the same period in 1996. Further discussion of the Partnership's operations is summarized below. 1997 Compared to 1996 - --------------------- Discussions of fluctuations between 1997 and 1996 refer to the quarters ended March 31, 1997 and 1996. During 1996, the Partnership sold seven properties. As a result of the 1996 property sales, rental and service income, interest expense on mortgage notes payable, depreciation, amortization of deferred expenses, property operating and property management fees decreased during 1997 as compared to 1996. Due to higher average cash balances resulting from net proceeds received in connection with the 1996 property sales prior to distribution to Limited Partners in January and April 1997, interest income on short-term investments increased during 1997 as compared to 1996. Rosehill Pointe Apartments, in which the Partnership held a minority joint venture interest, was sold during June 1996. As a result, income from participation in joint venture with an affiliate ceased during 1996. During 1996, the Partnership repaid its General Partner loans. As a result, interest expense on short-term loans from affiliate ceased during 1996. As a result of the 1996 property sales, real estate tax expense decreased in 1997. In addition, the estimate of 1996 real estate taxes at the Steeplechase Apartments was higher than the actual expense, resulting in the Partnership recognizing income during 1997 as compared to an expense in 1996. Higher accounting and professional fees resulted in an increase in administrative expenses of approximately $42,000 during 1997 as compared to 1996. However, during 1996, the Partnership incurred additional portfolio management and legal fees of approximately $26,000 related to the 1996 property sales, which partially offset this increase. In March 1997, the Partnership sold the Steeplechase Apartments and recognized a gain of $4,992,080. In connection with the March 1997 sale of the Steeplechase Apartments, the Partnership paid $289,537 in prepayment penalties and wrote off the remaining unamortized deferred financing fees related to the property of $132,371. These amounts were recognized as an extraordinary item and classified as debt extinguishment expense. Liquidity and Capital Resources - ------------------------------- The cash position of the Partnership decreased by approximately $7,013,000 as of March 31, 1997 when compared to December 31, 1996 primarily due to the January 1997 payment of a special distribution to Limited Partners of proceeds from the 1996 property sales. Cash of approximately $746,000 was used in operating activities which consisted of the payment of administrative expenses and expenses related to sold properties, which were partially offset by cash flow from operations of the Steeplechase Apartments prior to its sale and interest income on short-term investments. Cash provided by investing activities of approximately $10,216,000 consisted of net proceeds received in connection with the sale of the Steeplechase Apartments. Net cash used in financing activities of approximately $16,482,000 consisted primarily of the payment of a distribution to Limited Partners of approximately $9,233,000 and the repayment of a mortgage note payable of approximately $7,238,000 with proceeds from the Steeplechase Apartments sale. In April 1997, the Partnership made a special distribution from sales proceeds to Limited Partners as discussed below. During 1996, the Partnership sold seven properties and its minority joint venture interest in one additional property. During March 1997, the Partnership sold its remaining property, the Steeplechase Apartments. The available proceeds from the 1996 property sales were distributed to Limited Partners in January and April 1997. The Partnership has retained a portion of the cash to satisfy obligations of the Partnership as well as establish a reserve for contingencies. The timing of the termination of the Partnership and final distribution of cash will depend upon the nature and extent of liabilities and contingencies which exist or may arise. Such contingencies may include legal and other fees stemming from litigation involving the Partnership including, but not limited to the lawsuits discussed in Note 7 of Notes to Financial Statements. In the absence of any such contingency, the reserves will be paid within twelve months of the last property being sold. In the event a contingency arises, reserves may be held by the Partnership for a longer period of time. In March 1997, the Partnership sold the Steeplechase Apartments in an all cash sale for $10,400,000. From the proceeds of the sale, the Partnership paid $7,238,418 to the third party mortgage holder in full satisfaction of the first mortgage loan, and paid $184,415 in selling costs and $289,537 in prepayment penalties. Available proceeds are expected to be distributed to the Limited Partners in July 1997. See Note 5 of Notes to Financial Statements for additional information. Pursuant to the sale agreement for the Hunters Glen Apartments, $500,000 of the sale proceeds was retained by the Partnership and was unavailable for distribution until January 1997, at which time the funds were released to the Partnership. Pursuant to the sale agreement for the Marbrisa Apartments, $500,000 of the sale proceeds was retained by the Partnership and was unavailable for distribution until February 1997, at which time the funds were released to the Partnership. Pursuant to the sale agreement for the Willow Bend Lake Apartments, $250,000 of the sale proceeds was retained by the Partnership and was unavailable for distribution until February 1997, at which time the funds were released to the Partnership. In April 1997, the Partnership made a distribution of $1,175,104 ($14.00 per Interest) to the holders of Limited Partnership Interests representing a special distribution of remaining available Net Cash Proceeds from the 1996 property sales. Including the April 1997 distribution, Limited Partners have received cash distributions of Net Cash Proceeds of $124 per $1,000 Interest, as well as certain tax benefits. The Partnership is expected to distribute the available proceeds from the sale of Steeplechase Apartments in July 1997. Investors will not recover a substantial portion of their original investment. BALCOR REALTY INVESTORS 85 - SERIES II A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) PART II - OTHER INFORMATION Item 5. Other Information - -------------------------- Steeplechase Apartments - ----------------------- As previously reported, on November 20, 1996, the Partnership contracted to sell Steeplechase Apartments, Lexington-Fayette, Kentucky, to an unaffiliated party, Infinity Acquisitions, L.L.C., an Illinois limited liability company. The sale closed on March 31, 1997. The purchaser elected not to assume the first mortgage loan collateralized by the property and, pursuant to the agreement of sale, the sale price was increased to $10,400,000. From the proceeds of the sale, the Partnership repaid the outstanding balance of the first mortgage loan of $7,238,418 and paid $289,537 as a prepayment penalty, $156,000 to an affiliate of the third party providing property management services for the property as a brokerage commission and $28,415 in closing costs. The Partnership received the remaining proceeds of $2,687,630. 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 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 28, 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 previously filed as Exhibit 10(b)(iii) to the Registrant's Report on Form 10-Q for the quarter ended June 30, 1996 is incorporated herein by reference. (iv) Letter Agreement dated August 16, 1996 relating to the sale of Hunter's Glen Apartments previously filed as Exhibit (99)(d) to the Registrant's Report on Form 8-K dated August 16, 1996 is incorporated herein by reference. (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 to the Registrant's Report on Form 8-K dated September 30, 1996 is incorporated herein by reference. (ii) First 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 (10)(c)(ii) to the Registrant's Report on Form 10-K for the year ended December 31, 1996 is incorporated herein by reference. (iii) Second 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 (10)(c)(iii) to the Registrant's Report on Form 10-K for the year ended December 31, 1996 is incorporated herein by reference. (d)(i) Agreement of Sale 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. (ii) First Amendment to Agreement of Sale dated August 16, 1996 relating to the sale of Marbrisa Apartments, Hillsborough County, Florida, previously filed as Exhibit (99)(a)(i) to the Registrant's Report on Form 8-K dated August 16, 1996 is incorporated herein by reference. (iii) Letter Agreement dated August 20, 1996 relating to the sale of Marbrisa Apartments, Hillsborough County, Florida, previously filed as Exhibit (99)(a)(ii) to the Registrant's Report on Form 8-K dated August 16, 1996 is incorporated herein by reference. (iv) Letter Agreements relating to the sale of Marbrisa Apartments, Hillsborough County, Florida, previously filed as Exhibit (99)(b) to the Registrant's Report on Form 8-K dated September 30, 1996 is incorporated herein by reference. (e)(i) Agreement of Sale dated September 3, 1996 relating to the sale of Chestnut Ridge - Phase I Apartments, Fort Worth, Texas previously filed as Exhibit 2 to the Registrant's Report on Form 8-K dated August 16, 1996 is incorporated herein by reference. (ii) Letter Agreement relating to the sale of Chestnut Ridge - Phase I Apartments, Fort Worth, Texas, previously filed as Exhibit (99)(a) to the Registrant's Report on Form 8-K dated September 30, 1996 is incorporated herein by reference. (f)(i) Agreement of Sale and attachment thereto relating to the sale of Park Crossing Apartments, Gwinnett County, Georgia previously filed as Exhibit 2(a) to the Registrant's Report on Form 8-K dated September 16, 1996 is incorporated herein by reference. (ii) First Amendment to Agreement of Sale relating to the Sale of Park Crossing Apartments, Gwinnett County, Georgia previously filed as Exhibit 2(b) to the Registrant's Report on Form 8-K dated September 16, 1996 is incorporated herein by reference. (iii) Letter relating to the sale of Park Crossing Apartments, Gwinnett County, Georgia previously filed as Exhibit 2(c) to the Registrant's Report on Form 8-K dated September 16, 1996 is incorporated herein by reference. (g)(i) Agreement of Sale and attachment hereto relating to the sale of Steeplechase Apartments, Lexington-Fayette, Kentucky previously filed as Exhibit (2)(i) to the Registrant's Report on Form 8-K dated December 20, 1996, is incorporated herein by reference. (ii) Due Diligence Termination Notice relating to the sale of Steeplechase Apartments, Lexington-Fayette, Kentucky previously filed as Exhibit (2)(ii) to the Registrant's Report on Form 8-K dated December 20, 1996, is incorporated herein by reference. (iii) Reinstatement of, and First Amendment to, Agreement of Sale, relating to the sale of Steeplechase Apartments, Lexington-Fayette, Kentucky previously filed as Exhibit (2)(iii) to the Registrant's Report on Form 8-K dated December 20, 1996, is incorporated herein by reference. (iv) Letter Agreement dated December 20, 1996, relating to the sale of Steeplechase Apartments, Lexington-Fayette, Kentucky, previously filed as Exhibit (2)(iv) to the Registrant's Report on Form 8-K dated December 20, 1996, is incorporated herein by reference. (v) Letter Agreement dated January 22, 1997, relating to the sale of Steeplechase Apartments, Lexington-Fayette, Kentucky, previously filed as Exhibit (10)(g)(v) to the Registrant's Report on Form 10-K for the year ended December 31, 1996 is incorporated herein by reference. (27) Financial Data Schedule of the Registrant for the quarter ending March 31, 1997 is attached hereto. (b) Reports on Form 8-K: A Current Report on Form 8-K dated December 20, 1996 was filed reporting a contract to sell Steeplechase Apartments located in Lexington-Fayette, Kentucky. 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/Jayne A. Kosik ---------------------------------- Jayne A. Kosik Managing Director and Chief Financial Officer (Principal Accounting Officer) of Balcor Partners - XVII, the General Partner Date: May 14, 1997 ------------