8-K 1 d82672e8-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): December 15, 2000 MURRAY INCOME PROPERTIES II, LTD. (Exact Name of Registrant as Specified in Charter)

Pro Forma Historical Adjustment for Summary at Paddock Place Pro Forma September 30, 2000 Shopping Center September 30, 2000 ------------------ --------------- ------------------ Assets Properties held for sale, net $ 14,372,266 $ (6,516,518) $ 7,855,748 Investment in joint venture, at equity 1,360,857 -0- 1,360,857 Cash and cash equivalents 1,363,556 8,926,766 10,290,322 Accounts receivable, net 604,059 (45,332) 558,727 Other assets, net 590,143 (136,205) 453,938 ------------ ------------ ------------ $ 18,290,881 $ 2,228,711 $ 20,519,592 ============ ============ ==================================================================================== ~~Liabilities~~TEXAS and Partners' Equity Accounts payable $ 16,782 $ (153) $ 16,629 Accrued property taxes 258,900 (82,895) 176,005 Security deposits, state excise tax payable 91,948 (177,250) (85,302) Deferred income 14,856 -0-17183 ~~14,856~~75-2085586 ------------ ------------ ------------ ~~Total liabilities 382,486 (260,298) 122,188~~ ------------ ------------ ------------ ~~Total partners' equity 17,908,395 2,489,009 20,397,404~~ ------------ ------------ ------------ $(State ~~18,290,881~~or $Other ~~2,228,711~~Jurisdiction $of ~~20,519,592~~(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. (A) On December 1, 2000, pursuant to a Purchase and Sale Agreement dated effective as of September 25, 2000, by and between Murray Income Properties II, Ltd. (the "Partnership") and Iron Mountain Records Management, Inc., as amended, the Partnership sold the 1202 Industrial Place office/warehouse facility, located in Grand Prairie, Texas, for a sales price of $4,800,000 in cash. Iron Mountain Records Management, Inc. 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 $169,000, resulting in net proceeds to the Partnership of $4,631,000 and a gain of approximately $1,725,446. The sales price of $4,800,000 exceeds the December 31, 1998 appraised value of $4,400,000 as disclosed in the proxy statement that was mailed to the Partnership's limited partners on or about January 14, 2000. (B) On December 13, 2000, pursuant to a Purchase and Sale Agreement dated effective as of October 29, 2000, by and between the Partnership and Phillip H. McNeill, Sr., as amended, the Partnership sold the Germantown Collection Shopping Center, located in Germantown, Tennessee, for a sales price of $9,250,000 in cash. Mr. McNeill assigned its rights under the Purchase and Sale Agreement to, and the property was acquired by, Germantown Collection, a Tennessee general partnership, which 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 $260,000, resulting in net proceeds to the Partnership of $8,990,000 and a gain of approximately $3,416,000. The sales price of $9,250,000 exceeds the December 31, 1998 appraised value of $8,700,000 as disclosed in the proxy statement that was mailed to the Partnership's limited partners on or about January 14, 2000. 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 Partnership will make a distribution of the net proceeds received from the sale of the Paddock Place Shopping Center property and the 1202 Industrial Place office/warehouse facility after payment of the properties' liabilities on December 15, 2000. It is anticipated that the net proceeds from the sale of the Germantown Collection Shopping Center will be distributed during the calendar year 2001 prior to the liquidation of the Partnership. Until such time, these net sales proceeds will be invested in a government insured money market account, and the interest earned will be utilized to pay Partnership operating expenses during the remaining period of operation. 1 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)

~~Historical Summary~~ Pro Forma Adjustment Pro Forma ~~For~~1202 ~~the~~Industrial ~~Nine~~Place Historical Adjustment for ~~For~~& ~~the~~Germantown ~~Nine~~Summary ~~Months~~at ~~Ended~~ Paddock Place ~~Months~~Collection ~~Ended~~Pro Forma September 30, 2000 Shopping Center Shopping Center September 30, 2000 ------------------ --------------- ---------------------- ~~Income:~~------------------ ~~Rental~~Assets Properties held for sale, net $ 214,~~390~~372,~~138~~266 $ (~~984~~6,~~416~~516,518) $ (7,854,545) $ 1,~~405~~203 Investment in joint venture,~~722~~ ~~Interest~~at 66equity 1,~~981~~360,857 -0- -0- 1,360,857 Cash and cash equivalents 1,363,556 8,926,766 13,342,576 23,632,898 Accounts receivable, net 604,059 (245,~~261~~332) 64(326,~~720~~924) ~~Equity~~231,803 inOther ~~earnings~~assets, ofnet ~~joint~~590,143 ~~venture~~(136,205) ~~229~~(398,~~554~~740) ~~-0- 229~~55,~~554~~198 ----------- -~~----------~~ ----------- ~~2,686,673 (986,677) 1,699,996~~ -~~----------~~ ------------ ------------ ~~Expenses:~~$ ~~Depreciation~~18,290,881 ~~124~~$ 2,~~062~~228,711 ~~(50~~$ 4,~~178)~~762,367 73$ 25,~~884~~281,959 ~~Property~~============ ~~operating~~============ ~~610~~============ ============ Liabilities and Partners' Equity Accounts payable $ 16,~~299~~782 $ (~~238~~153) (3,~~818~~787) ~~371~~$ 12,~~481~~842 ~~General~~Accrued ~~and~~property ~~administrative~~taxes ~~266~~258,~~850~~900 (82,895) (176,005) -0- ~~266~~Security deposits,~~850~~ ~~Bad~~state ~~debts~~excise tax payable 91,948 ~~net~~(177,250) (200,098) (285,400) Deferred income 14,856 -0- -0- 14,856 -0----------- ------------ ------------ ------------ 1Total liabilities 382,~~001~~486 (260,~~211~~298) (~~288~~379,~~996~~890) ~~712~~(257,~~215~~702) ------------ ------------ ------------ ~~Earnings~~------------ ~~before~~Total ~~income~~partners' ~~taxes~~equity 117,~~685~~908,~~462~~395 ~~(697~~2,~~681)~~489,009 ~~987~~5,~~781~~142,257 ~~State excise tax 52~~25,~~400~~539,661 -0----------- ~~52,400~~ ------------ ------------ ------------ ~~Net~~$ ~~earnings~~18,290,881 $ 12,~~633~~228,~~062~~711 $ ~~(697~~4,~~681)~~762,367 $ ~~935~~25,~~381~~281,959 =========== =~~==========~~ =========== ~~Basic earnings per limited Partnership interest $ 5.08 $ (2.17) $ 2.91~~ =~~==========~~ ============ ============

See notes to pro forma financial statements 2 4 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

Pro Forma Historical Adjustment for Summary Pro Forma 1202 Industrial Place Pro Forma ~~Summary~~ For the Nine Adjustment for & Germantown For the ~~the~~Nine ~~Year~~Months Ended Paddock Place ~~Year~~Collection Months Ended ~~December~~September 3130, ~~1999~~2000 Shopping Center ~~December~~Shopping 31Center September 30, ~~1999~~2000 ------------------ --------------- --------------------- ------------------ Income: Rental $ 32,~~026~~390,~~527~~138 $ (1984,~~183,884~~416) $ (1,~~842~~405,~~643~~722) $ -0- Interest 7266,~~934~~981 (2,261) (3,~~202~~295) 6961,~~732~~425 Equity in earnings of joint venture ~~137~~229,~~992~~554 -0- ~~137~~-0- 229,~~992~~554 ------------ ------------ ------------ 3------------ 2,~~237~~686,~~453~~673 (986,677) (1,~~187~~409,~~086~~017) 2290,~~050,367~~979 ------------ ------------ ------------ ------------ Expenses: Depreciation ~~721~~124,~~179~~062 (~~297~~50,~~444~~178) ~~423~~(70,~~735~~248) 3,636 Property operating ~~790~~610,~~603~~299 (~~302~~238,~~355~~818) ~~488~~(371,~~248~~481) -0- General and administrative ~~316~~266,~~415~~850 -0- ~~316~~-0- 266,~~415~~850 Bad debts, net 5-0- -0- -0- -0- ------------ ------------ ------------ ------------ 1,~~476~~001,211 (5288,~~476~~996) (441,729) 270,486 -0----------- ------------ ------------ ------------ Earnings before income taxes 1,~~833~~685,~~673~~462 (~~605~~697,~~275~~681) 1(967,~~228~~288) 20,~~398~~493 State excise tax 52,400 -0- (52,400) -0- ------------ ------------ ------------ ------------ Net earnings $ 1,~~403~~633,~~780~~062 $ 697,681) (~~581~~914,~~811~~888) $ ~~821~~20,~~969~~493 ============ ============ ============ ============ Basic earnings per limited Partnership interest $ 45.3208 $ (12.7917) $ (2.5385) $ .06 ============ ============ ============ ============

See notes to pro forma financial statements 3 5 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1999 (UNAUDITED)

~~EXHIBIT~~Pro ~~NUMBER~~Forma ~~DESCRIPTION~~Historical Adjustment for Summary Pro Forma 1202 Industrial Place Pro Forma For the Year Adjustment for & Germantown For the Ended Paddock Place Collection Year Ended December 31, 1999 Shopping Center Shopping Center December 31, 1999 ----------------- --------------- ~~10.~~--------------------- ----------------- Income: Rental $ 3,026,527 $ (1,183,884) ~~Purchase~~$ ~~and~~(1,842,643) ~~Sale~~$ ~~Agreement~~-0- ~~dated~~Interest ~~effective~~72,934 as(3,202) (3,592) 66,140 Equity in earnings of ~~August~~joint 14venture 137,992 ~~2000~~-0- by-0- ~~and~~137,992 ~~between~~------------ ~~the~~------------ ~~Partnership~~------------ ~~and~~------------ ~~Grace~~3,237,453 ~~Development~~(1,187,086) ~~Inc.~~(1,846,235) ~~10.~~204,132 ------------ ------------ ------------ ------------ Expenses: Depreciation 721,179 (297,444) (421,143) 2,592 ~~Amendment~~Property tooperating ~~Purchase~~790,603 (302,355) (488,248) -0- General and ~~Sale~~administrative ~~Agreement~~316,415 ~~dated~~-0- ~~effective~~-0- as316,415 ofBad ~~September~~debts, 19net 5,476 ~~2000~~(5,476) by-0- ~~and~~-0- ~~between~~------------ ~~the~~------------ ~~Partnership~~------------ ~~and~~------------ ~~Grace~~1,833,673 ~~Development~~(605,275) ~~Inc~~(909,391) 319,007 ------------ ------------ ------------ ------------ Net earnings $ 1,403,780 $ (581,811) (936,844) $ (114,875) ============ ============ ============ ============ Basic earnings per limited Partnership interest $ 4.32 $ (1.79) $ (2.89) $ (0.36) ============ ============ ============ ============

See notes to pro forma financial statements 4 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 dispositions 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 $13,621,000. 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 dispositions 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 dispositions 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. 5 7 (c) EXHIBITS. 10.1 Purchase and Sale Agreement dated effective as of September 25, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. 10.2 Amendment to Purchase and Sale Agreement dated effective as of October 25, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. 10.3 Second Amendment to Purchase and Sale Agreement dated effective as of November 2, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. 10.4 Third Amendment to Purchase and Sale Agreement dated effective as of November 10, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. 10.5 Fourth Amendment to Purchase and Sale Agreement dated effective as of November 17, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. 10.6 Purchase and Sale Agreement dated effective October 29, 2000 by and between the Partnership and Phillip H. McNeill, Sr. 10.7 First Amendment to Purchase and Sale Agreement dated effective as of November 28, 2000 by and between the Partnership and Phillip H. McNeill, Sr. 6 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: December 15, 2000 9 INDEX TO EXHIBITS

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