UNITED STATES
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) October 30, 2009
ANGELES INCOME PROPERTIES, LTD. II
(Exact name of Registrant as specified in its charter)
California 0-11767 95-3793526
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Angeles Income Properties, Ltd. II, a California limited partnership (the Partnership or Registrant), owns a 100% interest in Landmark (NC), LLC, a Delaware limited liability company (the Seller), which owned Landmark Apartments (the Property), a 292-unit apartment complex located in Raleigh, North Carolina. On October 30, 2009, the Seller sold the Property to an affiliate of Pennsylvania Realty Group, Inc., a Pennsylvania corporation (the Purchaser). The Purchaser is not an affiliate of the Seller. The total sales price for the Property was $11,800,000. The Registrant continues to own and operate one other investment property.
In accordance with the terms of the Registrants partnership agreement, the Registrants managing general partner is currently evaluating the cash requirements of the Registrant to determine what portion, if any, of the sale proceeds will be available to distribute to the Registrants partners.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information.
The following unaudited pro forma balance sheet and statements of operations reflect the operations of the Registrant as if Landmark Apartments had been sold on January 1, 2008.
The pro forma financial statements do not project the Registrants results of operations at any future date or for any future period. This pro forma information should be read in conjunction with the Registrants Quarterly Report on Form 10-Q for the period ended June 30, 2009 and the Registrants Annual Report on Form 10-K for the year ended December 31, 2008.
PRO FORMA BALANCE SHEET
(in thousands)
June 30, 2009
|
|
All other assets |
$ 834 |
Investment property, net |
4,053 |
Total Assets |
$ 4,887 |
|
|
All other liabilities |
$ 2,118 |
Mortgage notes payable |
23,092 |
Partners deficit |
(20,323) |
Total Liabilities and Partners Deficit |
$ 4,887 |
PRO FORMA STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
|
Six Months Ended |
Year Ended |
|
June 30, 2009 |
December 31, 2008 |
|
|
|
Operating revenues |
$ 1,877 |
$ 4,021 |
Operating expenses |
2,170 |
4,232 |
|
(293) |
(211) |
Casualty gain |
-- |
33 |
Net loss |
$ (293) |
$ (178) |
|
|
|
|
|
|
Net loss per limited partnership unit |
$ (2.91) |
$ (1.76) |
|
|
|
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.
ANGELES INCOME PROPERTIES, LTD. II
By: Angeles Realty Corporation II
Managing General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director
Date: November 5, 2009