8-K 1 d82298e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 15, 2000 MURRAY INCOME PROPERTIES II LTD. (Exact Name of Registrant as Specified in Charter) TEXAS 0-17183 75-2085586 ------------------------------- ---------------- --------------------- (State or Other Jurisdiction of (Commission File (I.R.S. Employer Incorporation or Organization) Number) Identification Number)

5550 LBJ Freeway, Suite 675, Dallas, Texas 75240 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 991-9090 Not applicable (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 15, 2000, pursuant to a Purchase and Sale Agreement dated effective as of August 14, 2000, by and between Murray Income Properties II, Ltd. (the "Partnership") and Grace Development, Inc. (the "Purchaser"), as amended, the Partnership sold the Paddock Place Shopping Center property, located in Nashville, Tennessee, for a sales price of $9,400,000 in cash. The sale of all the Partnership's properties in one or a series of sale transactions was authorized by its limited partners at a special meeting held on March 10, 2000. The Purchaser has no relationship with the Partnership or its general partners and its officers or directors (or their associates). The general partners anticipate that the commissions and expenses of the sale will be approximately $284,000, resulting in a net proceeds to the Partnership of $9,116,000 and a gain of approximately $2,489,000. The sales price of $9,400,000 exceeds the December 31, 1998 appraised value of $8,950,000 as disclosed in the proxy statement that was mailed to the Partnership's limited partners on or about January 14, 2000. The Partnership anticipates making a distribution of the net proceeds received from the sale of the Paddock Place Shopping Center property after payment of the property's liabilities in December 2000. 2 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) PRO FORMA FINANCIAL INFORMATION MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) PRO FORMA BALANCE SHEET SEPTEMBER 30, 2000 (UNAUDITED)

See notes to pro forma financial statements 3 4 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

See notes to pro forma financial statements 4 5 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1999 (UNAUDITED)

See notes to pro forma financial statements 5 6 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The unaudited pro forma consolidated balance sheet as of September 30, 2000 is based on the unaudited historical consolidated financial statements of the Partnership after giving effect to the disposition as described in Item 2 as if the sale had been consummated as of September 30, 2000. The pro forma adjustments include net proceeds of approximately $9,116,000. The unaudited pro forma consolidated statement of earnings for the nine months ended September 30, 2000 is based on the unaudited historical statement of earnings of the Partnership after giving effect to the disposition as described in Item 2 as if the sale had been consummated on January 1, 2000. The unaudited pro forma consolidated statement of earnings for the year ended December 31, 1999 is based on the unaudited historical consolidated statement of earnings of the Partnership after giving effect to the disposition as described in Item 2 as if the sale had been consummated on January 1, 1999. These unaudited pro forma financial statements may not be indicative of the results that actually would have occurred if the transaction had been in effect on the dates indicated or which may be obtained in the future. The unaudited pro forma financial statements should be read in conjunction with the financial statements of the Partnership including its Annual Report on Form 10-K for the year ended December 31, 1999 and the unaudited financial statements of the Partnership on Form 10-Q for the nine months ended September 30, 2000. 6 7 (c) EXHIBITS. 10.1 Purchase and Sale Agreement dated effective as of August 14, 2000 by and between the Partnership and Grace Development, Inc. 10.2 Amendment to Purchase and Sale Agreement dated effective as of September 19, 2000 by and between the Partnership and Grace Development, Inc. 7 8 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 hereunto duly authorized. MURRAY INCOME PROPERTIES II, LTD. By: Murray Realty Investors IX, Inc., a General Partner By: /s/ Mitchell Armstrong ----------------------------- Mitchell Armstrong President Date: November 27, 2000 9 INDEX TO EXHIBITS

MURRAY INCOME PROPERTIES II LTD 8-K