Item 1. Business
The registrant, Griffin Real Estate Fund-II, A Limited Partnership (the "Partnership"), was organized on September 19, 1980 under the laws of the State of Minnesota. The Partnership was formed by the general partner, Investment Associates, a Minnesota general partnership, to acquire existing, income-producing real properties for rental purposes. On February 2, 1981 the Partnership commenced an offering of $10,000,000 pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated December 15, 1982 upon the acceptance of 2200 units ($11,000,000), the maximum allowed under the registration.
The Partnership is engaged solely in the business of real estate investment, and is limiting its investment to the real property acquired at its inception plus reasonable repairs and capital improvements. The goal of these investments is to generate both capital gain income and current income from cash flow. The Partnership does not invest in real estate mortgages, securities of or interests in persons primarily engaged in real estate activities, or in other securities. A presentation of information about industry segments is not applicable and would not be material to an understanding of the Partnership's business taken as a whole.
The General Partner manages and controls all of the affairs of the Partnership, including deciding when and on what terms properties should be sold or refinanced.
As of December 31, 1997 the Partnership has made the real property investments set forth in the following table:
Name, type of property Date of Type of and location (a) Size Purchase Ownership (b) ------------ --- ---- -------- -------------
1. Lunnonhaus Village Apts. 285 units 5/06/82 Mortgage Note Golden, Colorado
2. Olde English Village Apts. 264 units 8/31/82 Mortgage Note West Des Moines, Iowa
(a) Reference is made to Schedule III of this annual report.
(b) Reference is made to Note 3 of Notes to Financial Statements filed with this annual report for the current outstanding principal balances and a description of the long-term indebtedness secured by the Partnership's real property investments;
The Terms of Transactions between the Partnership and affiliates of the General Partner are described in Item 11 to which reference is hereby made.
It is the Partnership's policy to conduct its business activities in accordance with the Partnership Agreement which may not be changed without a vote of a majority of the Limited Partnership units outstanding. Pursuant to the Partnership Agreement, the Partnership may not issue senior securities, make loans to other persons, invest in the securities of other entities for the purposes of exercising control, underwrite the securities of others or offer securities in exchange for property.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
As circumstances dictate, the Partnership has the right under the Partnership Agreement to borrow money, and to use its investments in real property as collateral for that debt. The amount of debt for acquisitions was subject to a maximum of 75% loan to value. Although not required, the General Partner intends to maintain this limit with any subsequent refinancings. No refinancings occurred in 1997, 1996, or 1995. There is no limit on the number of mortgages that may be taken out on any one piece of the Partnership's real properties.
The Partnership Agreement provides for the redemption of limited partnership units under certain circumstances. In 1997, 1996, and 1995 the Partnership redeemed zero, zero and two units respectively.
It is the policy of the General Partner to report on a quarterly basis to the limited partners. Each interim report contains limited financial reporting with a management discussion of operations and goals for the Partnership. The annual report contains financial statements that are audited by independent public accountants, and is accompanied by a management discussion of operations and goals.
AVERAGE EFFECTIVE ANNUAL RENTAL PER UNIT
Lunnonhaus Olde English Villas of Candleridge Village Village Patricia Park Apartments Apartments Apartments Apartments Urbandale, IA Golden, CO W. Des Moines, IA Urbandale, IA - ---------- ------------- -------------- --------------------- --------------- 1997 $ 6,397 $ 7,453 $ 5,996 $ 5,650 - ---------- ------------- -------------- --------------------- --------------- 1996 6,494 7,114 6,094 6,095 - ---------- ------------- -------------- --------------------- --------------- 1995 6,605 6,699 6,329 6,435 - ---------- ------------- -------------- --------------------- --------------- 1994 6,345 6,311 6,094 6,214 - ---------- ------------- -------------- --------------------- --------------- 1993 6,148 6,054 5,942 6,005 - ---------- ------------- -------------- --------------------- ---------------
SCHEDULE OF REAL ESTATE TAXES
Lunnonhaus Olde English Villas of Candleridge Village Village Patricia Park Apartments Apartments Apartments Apartments Urbandale, IA Golden, CO W.Des Moines, IA Urbandale, IA - --------------- -------------- ------------ ---------------- -------------- 1997 Tax Rate (a) 89.573 (a) (a) Assessment (a) $74,071 (a) (a) - --------------- -------------- ------------ ---------------- -------------- 1996 Tax Rate 34.07312 89.059 34.07312 34.07312 Assessment $151,068 $65,983 $268,332 $127,987 - --------------- -------------- ------------ ---------------- -------------- 1995 Tax Rate 33.32970 89.412 33.32970 33.32970 Assessment $143,756 $66,244 $261,864 $121,792 - --------------- -------------- ------------ ---------------- -------------- 1994 Tax Rate 34.39191 90.98 34.66721 34.39191 Assessment $128,614 $59,799 $242,212 $119,900 - --------------- -------------- ------------ ---------------- -------------- 1993 Tax Rate 35.11437 90.98 34.98463 35.11437 Assessment $131,314 $59,799 $244,138 $122,420 - --------------- -------------- ------------ ---------------- --------------
(a) Data not yet available.
It is the opinion of the General Partner that the Partnership's properties are adequately covered by insurance.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
Item 2.
Item 2. Properties
The Partnership owns the real properties referred to in Item 1 to which reference is hereby made.
Item 3.
Item 3. Legal Proceedings
On September 20, 1995 Everest Investors, LLC ("Everest") filed a lawsuit in Hennepin County Minnesota's Fourth Judicial District Court against Investment Associates ("General Partner"), the general partner of Griffin Real Estate Fund-II, A Limited Partnership ("Partnership"). The lawsuit alleged that the General Partner had wrongfully denied Everest access to the books and records of the Partnership. The court granted, in part, Everest's request for access to the books and records and ordered the General Partner to provide Everest access to these records. The General Partner complied with this court order. Everest continued to seek access to additional books and records of the Partnership beyond the scope of the court order. The General Partner vigorously defended the Partnership's right to keep its proprietary records from being reviewed by Everest, who has not been admitted as a limited partner of the Partnership despite having been assigned a financial interest in 126 units by some original limited partners. The General Partner filed for a dismissal of the matter. The court heard arguments on September 29, 1995, October 26, 1995 and November 17, 1995. On November 27, 1995 the court dismissed Everest's lawsuit. Everest appealed the dismissal in the Minnesota Court of Appeals on March 12, 1996. Briefs were filed and oral arguments were heard by the court on July 1, 1996. On September 10, 1996 the court affirmed the dismissal.
Item 4.
Item 4. Submission of Matters to a Vote of Limited Partners
There were no matters submitted to a vote of the Limited Partners.
PART II
Item 5.
Item 5. Market for the Partnership's Limited Partnership Interests and Related Limited Partner Matters
There are approximately 707 holders of record of units of the Partnership. There is no public market for units and it is not anticipated that a public market for units will develop. The General Partner will not redeem or repurchase units except upon death of the original limited partner.
Reference is made to Item 6
Item 6. Selected Financial Data
Griffin Real Estate Fund-II, A Limited Partnership For the Years Ended December 31, 1997, 1996, 1995, 1994, and 1993
(a) The above selected financial data should be read in conjunction with the financial statements and the related notes appearing in Exhibit 13 in this annual report.
(b) Cash distributions of $3,518 per Limited Partnership unit have been made to the Limited Partners since the inception of the Partnership. These distributions have not resulted in taxable income to such Limited Partners and have therefore represented a return of capital. Each Partner's taxable income (or loss) from the Partnership in each year is equal to his allocable share of the taxable income (loss) of the Partnership, without regard to cash generated or distributed by the Partnership.
(c) Net income before extraordinary item, extraordinary item and Net income per limited partnership unit is based upon the weighted average number of limited partnership units outstanding during the period, which is 2,185 for the current year.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
RESULTS OF OPERATIONS Summary of Operations - 1997 Compared to 1996
The year 1997 was a year of transition for the Partnership. The General Partner began the marketing of the properties for sale, resulting in the sale of two of the four apartment communities. The remaining two continue to be marketed for sale. Quarterly distributions from operations for 1997 were increased to $400 per unit (including distributions paid in January 1998) or an annual return of 8% of the limited partners' original investment.
On May 27, 1997 the Partnership sold the Candleridge Apartments and the Villas of Patricia Park Apartments, therefore comparison of results from one year to the next is not possible for the Partnership taken as a whole. The following discussion is therefore limited to the two remaining properties that were held for the entire year.
Lunnonhaus Village Apartments:
Physical occupancy remained at or near 100% during 1997 which compares closely to 1996. Rental rates increased 4.4% and with a slight increase in other income, total revenues increased 5.0% over 1996.
Operating expenses in total were up only slightly from 1996. Utilities increased 10% from $196,662 in 1996 to $216,333 in 1997. However, there were other expenses that decreased enough to largely offset this. Most notably, repairs and maintenance dropped 8.2% from $247,579 in 1996 to $228,727 in 1997. The decrease is mainly a result of fewer carpet and appliance replacements during 1997. Real estate tax expense increased by $10,423 from $65,871 in 1996 to $76,294 in 1997. Capital expenditures of $167,768 were used to repair sidewalks, steps, siding, roofs to remodel the clubhouse and to purchase laundry equipment.
Olde English Village Apartments:
Physical occupancy rebounded a bit during 1997 from the 87% level as of December 31, 1996. However, after reaching the low 90's it had slipped back to 88% by December 31, 1997 due to the soft Des Moines market. Rental rates increased almost 3%, but with the increases in vacancy and a decrease in other income, total income dropped 3.6% in 1997.
Increased tenant turnover caused a commensurate increase in expenses in the areas of repairs and maintenance and in painting and decorating as the apartments were made rent ready. Repairs and maintenance increased from $223,822 in 1996 to $317,835 in 1997. Advertising also increased 68% in an attempt to lease the vacant units. The amount spent rose 68% from $16,011 in 1996 to $26,907 in 1997.
Capital expenditures of $203,984 were used to patch and seal the parking lot, replace concrete, for wood, roof and window replacement, for fence repairs and restroom remodeling. The lease on the property's truck was also bought out.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
YEAR 2000
The year 2000 compliance issue concerns the inability of computerized information systems to accurately calculate, store or use a date after 1999. This could result in a system failure or miscalculations causing disruptions of operations. The General Partner is currently evaluating the accounting software to find out if a Year 2000 problem exists. If the results of that evaluation show that there is a problem, there will be a conversion to another software that is widely used in the real estate industry, is readily available and is Year 2000 compliant. Such a conversion, if necessary, would occur in 1999. The General Partner's current estimate is that the costs associated with the Year 2000 issue, and the consequences of incomplete or untimely resolution of the Year 2000 issue, will not have a material adverse affect on the results of operations or financial position of the Partnership in any given year.
Summary of Operations - 1996 Compared to 1995
The year 1996 was a good one for the Partnership with consistent income performances from its properties. This comes despite a decrease in overall occupancy from 1995. Distributions continued and totaled $300 per unit (including distributions paid in January 1997) or an annual return of 6%.
Physical occupancy decreased an average of 2.9% from 97.7% to 94.8%. Individually, physical occupancy decreased at three of the four properties. Candleridge Apartments decreased from an average of 97.5% to 95.3%, Olde English Village decreased from an average of 98.3% to 91.8% and Villas of Patricia Park Apartments decreased from an average of 95.5% to 92.8%. Physical occupancy of Lunnonhaus Apartments, however, remained the same at an average of 99.5%.
Rental rates of the property portfolio increased 4.8%. Individually, rental rates increased at all properties, with increases ranging from the smallest increase of 2.6% at Villas of Patricia Park Apartments to the greatest increase of 7.0% at Lunnonhaus Village Apartments.
As a result of increased rental rates and other income, the Partnership was able to overcome the decreases in occupancy and interest income to record an increase in overall revenue of approximately $116,500.
Interest expense decreased for two reasons, the first being that three of the four properties have a fixed interest rate applied to steadily decreasing principal payments each month. The other reason for the decrease is that the variable interest rate for the loan on Olde English Village Apartments was lower in 1996 than in 1995. The rate decreased from 8.8% in 1995 to 8.527%, rose later in the year to a high of 8.719% and eventually declined again to end the year at 8.628%. This mortgage note is due June 30, 1997 but the Partnership intends to exercise its option to extend the maturity date.
Real estate tax expense increased in total by approximately $65,500 due to increased assessed values despite the slight decline in tax rates for all properties.
Administrative expenses dropped about $84,600 and are much closer to normal after the unusual legal fees incurred in 1995. These fees related to the tender offer and unsuccessful solicitation of consent by Everest Investors as discussed in Item 3 in this annual report.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
Despite increases in depreciation and in real estate taxes, the Partnership was able to reduce overall expenses by approximately $97,900 due to fewer repairs and maintenance expenditures and due to the decreases in interest and administrative expenses discussed above. The improvements in revenues and expenses combined to produce an increase in Net Income of about $214,400.
During the year, the Partnership invested approximately $501,000 in physical improvements to the properties. The majority of the funds were spent at Lunnonhaus Village and Olde English Village. At Lunnonhaus Village most of the funds were spent on the clubhouse remodeling. At Olde English Village most of the funds were spent on common areas for floor coverings and paint. All properties did some landscaping and other smaller projects as well.
LIQUIDITY
The Partnership had approximately $628,333 of cash reserves on hand at December 31, 1997. This should provide the Partnership with ample liquidity with which to operate the properties and provide for capital improvements to the property portfolio in the near term and into the future. The Partnership will be committing approximately $65,000 each to external improvements to Lunnonhaus Village Apartments and Olde English Village Apartments.
Although there can be no assurance of continuing cash flow from property operations, if anticipated cash flow is realized, the Partnership intends on continuing distributions in 1998 at an annual rate of $400 or 8% per limited partner unit until another property is sold.
Candleridge and Villas of Patricia Park Apartments were both sold on May 27, 1997. Sales proceeds of $1,285 per unit were distributed on June 17, 1997 to unitholders of record on May 27, 1997.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
OCCUPANCY TABLE
Lunnonhaus Olde English Villas Candleridge Village Village of Patricia Apartments Apartments Apartments Park Apartments Urbandale, IA Golden, CO W. Des Moines, IA Urbandale, IA ------------- ---------- ----------------- -------------
3/31/97 96% 99% 89% 84% 6/30/97 * 100% 91% * 9/30/97 * 100% 93% * 12/31/97 * 100% 88% *
3/31/96 96% 100% 94% 96% 6/30/96 95% 98% 92% 91% 9/30/96 96% 100% 94% 95% 12/31/96 94% 100% 87% 89%
3/31/95 95% 100% 97% 93% 6/30/95 99% 99% 99% 96% 9/30/95 97% 99% 100% 98% 12/31/95 99% 100% 97% 95%
3/31/94 92% 100% 93% 97% 6/30/94 98% 99% 92% 95% 9/30/94 96% 100% 99% 98% 12/31/94 94% 99% 98% 98%
3/31/93 94% 99% 90% 95% 6/30/93 99% 98% 97% 100% 9/30/93 99% 99% 97% 98% 12/31/93 92% 99% 94% 94%
* Indicates the Partnership did not own the property at the end of the quarter.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
Item 8.
Item 8. Financial Statements and Supplementary Data
The Table of Contents to Financial Statements, Financial Statements and Supplementary Data listed in Item 14 are referenced herein as included in the exhibits attached to this report and are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no changes in independent auditors and as of the date of the filing, there were no material disagreements with the current independent auditors (Larson, Allen, Weishair & Co.,LLP) regarding any of the following:
1) Accounting principles or practices 2) Extent and quality of financial statement disclosure 3) Auditing scope or procedures
PART III
Item 10.
Item 10. The General Partner of the Partnership
The General Partner of the Partnership is Investment Associates, a Minnesota general partnership formed in September of 1980 by certain directors and officers of Griffin Companies for the sole purpose of acting as General Partner of the Partnership. As General Partner, Investment Associates manages and controls the affairs of the Partnership and has general responsibility and authority in all matters affecting its business.
Griffin Companies, A Minnesota corporation organized in 1969, is engaged in real estate brokerage, real estate investment counseling, and management of commercial and multi-family real estate. Griffin Companies and its Affiliates have organized and served as general partners in thirty-two privately placed partnerships and six publicly offered partnerships, which were formed for the purpose of real estate investment.
The General Partner and its Affiliates provide executive, supervisory and certain administrative services for the Partnership's operations and the General Partner is responsible for determining whether, when and on what terms properties should be sold or refinanced. In addition, the books and records of the Partnership are maintained by Griffin Companies, and are subject to audit by independent certified public accountants. The partners of the General Partner intend to devote only as much of their time to the business of the Partnership as they determine to be reasonably required. Limited Partners have no right to participate in the management of the Partnership.
Effective December 31, 1994 James R. Wadsworth, one of the partners of the General Partner, withdrew as a partner. Also effective July 22, 1997 Frederick R. Lamb one of the partners of the General Partners, withdrew as a partner. Their shares of ownership and their shares of future profits and losses were assigned to and split equally between Larry D. Fransen and Robert S. Dunbar. Mr. Fransen and Mr. Dunbar were already partners of the General Partner.
The identity and business experience of each of the partners of the General Partner is as follows:
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
Larry D. Fransen (age 57) founded Griffin Companies in 1969. He is a Director and senior officer of each of its operating entities, in addition to serving as Chairman.
Since 1969, he has acted as general partner in many partnerships investing in apartments, office buildings, warehouses, land and motels.
Acting on behalf of Griffin Companies' clients, Mr. Fransen has negotiated the acquisition and disposition of more than one billion dollars in investment real estate properties nationwide.
He is a member of numerous professional organizations, including the Greater Minneapolis Area Board of Realtors, the Minnesota Association of Realtors, the National Association of Realtors (NAR), Minnesota Multi Housing Association (MHA), National Multi-Housing Council (NMHC), the National Apartment Association (NAA), Commercial and Investment Institute, National Association of Real Estate Investment Trusts (NAREIT), and the Pension Real Estate Association (PREA).
Mr. Fransen holds the CCIM (Certified Commercial Investment Member) designation of the Commercial Investment Institute, as well as the SRS (Specialist in Real Estate Securities) designation. For 13 years, he was an instructor for the Commercial Investment Institute and served as the group's national president in 1983. He has been awarded the Omega Tau Rho Medal of Service for his years of service to the National Association of Realtors.
Robert S. Dunbar (age 58) is Chief Executive Officer of Griffin Companies.
Following several years with Control Data Corporation where he held various administrative and management positions, he was named Executive Vice President of the U.S. Jaycees in 1970, with responsibility for planning, budgeting and administration of the national organization. In 1972, he joined Ed. Phillips & Sons Company in Minneapolis, Minnesota as a sales manager. In 1975 he was elected President of Westland Capital Corporation, a Minneapolis venture capital firm, where he was responsible for analyzing various companies for potential investment opportunities. He joined Griffin Companies in 1977.
Mr. Dunbar is a member of the Institute of Real Estate Management (IREM) and the Minnesota Multi Housing Association (MHA). He holds the Certified Apartment Manager (CAM) designation of the National Apartment Association and is a Certified Property Manager (CPM) as designated by the National Association of Realtors. Mr. Dunbar also holds a Minnesota Real Estate Broker's License and has completed the necessary course work for their prestigious Certified Commercial Investment Member (CCIM) designation conferred by the Commercial Investment Institute. He is a member of the national Multi-Housing Council and The Executive Committee (T.E.C.). He also serves on the Board of Trustees of Northwestern College.
Thomas A. Robeson (age 66) served as a Senior Vice President of Griffin Companies, which he joined in April 1980, until his departure on February 29, 1988.
Mr. Robeson's previous business experience includes service in the Investment Division of a national insurance company, from 1955 to 1957, and from 1957 to 1972, with IBM Corporation, where he held various sales and management positions.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
Mr. Robeson entered the real estate field in 1972 when he joined a real estate firm in St. Paul, Minnesota. His responsibilities included brokerage, management and syndication of various types of real estate. In 1975, Mr. Robeson joined a Minneapolis investment company where he was involved in the brokerage of a wide range of commercial, industrial, and investment real estate. In 1978, he was promoted to Vice President and Manager of the Commercial-Investment Division of that company. He has experience in the acquisition and disposition of shopping centers, apartment buildings, commercial office buildings, motels, net leased industrial warehouse and manufacturing facilities, and industrial, commercial and residential unimproved property.
Mr. Robeson holds the professional designation CCIM (Certified Commercial Investment Member of the Realtors National Marketing Institute). He is a member of the International Association for Financial Planning and of several real estate organizations, including the National Association of Industrial and Office Parks, the Upper Midwest Chapter of the Realtors National Marketing Institute, the Greater Minneapolis Area Board of Realtors, the Minnesota Association of Realtors and the National Association of Realtors.
Messrs. Fransen and Dunbar together own 100% of the issued and outstanding shares of common stock of Griffin Companies. The partners of the General Partner represent and warrant that they have a collective personal net worth on an unaudited cost basis and on an unaudited estimated current value basis (measured as total assets at estimated current value less all liabilities) in excess of $1,500,000. The assets of the partners of the General Partner are largely invested in interests in real property and in Griffin Companies, therefore it may be difficult to precisely value such assets or to liquidate such assets expeditiously or on terms favorable to the seller.
Item 11.
Item 11. Management Remuneration and Transactions
Partners of the General Partner receive no current or proposed direct remuneration in such capacity. The Partnership is required to pay a management fee to Griffin Companies and the General Partner is entitled to receive a share of cash distributions, when and as cash distributions are made to the Limited Partners, and a share of profits or losses as described below:
* Profits, losses, and cash flow distributions, other than from refinancing or from the sale of Partnership properties, are allocated 95% to the limited partners and 5% to the general partner.
* Net proceeds from refinancing or from the sale of property other than upon liquidation, less any necessary liability reserves or debt payments, will be distributed in the following order subject to the general partner receiving at least 1% of the distributions:
** First, to the limited partners to the extent that prior distributions are less than the original capital contribution plus 6% per annum (as defined in the Partnership Agreement);
** Second, any unpaid real estate commissions due to the general partner on the resale of the Partnership properties;
GRIFFIN REAL ESTATE FUND II, A LIMITED PARTNERSHIP
** Third, any remaining balance, 80% to the limited partners and 20% to the general partner.
The Partnership is entitled to engage in various transactions involving affiliates of the General Partner of the Partnership.
Griffin Companies ("Griffin"), an affiliate of the General Partner, may be reimbursed for direct expenses relating to the administration of the Partnership and operation of the Partnership real property investments. Griffin received approximately $23,857, $24,064 and $20,918 in 1997, 1996, and 1995 respectively, for these expenses.
Reference is made to Note 4 of Notes to Financial Statements appearing elsewhere in this annual report for a description of related party transactions.
Item 12.
Item 12. Limited Partnership Ownership of Certain Beneficial Owners and Management
Everest Investors, LLC, located at 11755 Wilshire Boulevard, Suite 2360 Los Angeles, California 90025, is the only person or "group" known by the Partnership to own beneficially more than 5% of the outstanding units of the Partnership. Everest Investors, LLC has only a financial interest in their units which were assigned by the original owners of 126 units. Everest has not been admitted as a limited partner of the partnership.
Amount and Nature Percent of Class of Beneficial Outstanding at Title of Class Ownership December 31, 1997 -------------- ----------------- -----------------
Limited Partnership Units 126 units, purchased at 5.8% $2,387.50 per unit
The individual general partners of the General Partner as a group have the following interest in the Partnership:
Amount and Nature Percent of Class of Beneficial Outstanding at Title of Class Ownership December 31, 1997 -------------- ----------------- -----------------
Limited Partnership Units 26 units purchased at 1.2% $4,462 per unit
No partner of the General Partner possesses a right to acquire beneficial ownership of interest of the Partnership.
There exists no arrangement, known to the Partnership, the operation of which may at subsequent date result in a change in control of the Partnership.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
Item 13.
Item 13. Certain Relationships and Related Transactions
The partners of Investment Associates, the general partner of the Partnership, are also owners and employees of Griffin Companies, a Minnesota corporation. Accounts payable - affiliates consists of unpaid management fees to and advances from Griffin Companies. The following is a summary of approximate fees incurred for the years ended December 31:
1997 1996 1995 ---- ---- ----
Property management fees $259,996 $302,319 $ 292,361 Major improvement supervisory fees 68,502 73,408 98,705
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
The following documents are filed as part of this report:
Exhibit 13: Financial Statements and Schedules.
An 8-K was filed on June 12, 1997 in regards to the sale of the Candleridge Apartments and Villas of Patricia Park Apartments on May 27, 1997. Proforma Financial Information was included with this filing.
No annual report or proxy material for the fiscal year 1997 has been sent to the Partners of the Partnership. An annual report will be sent to the Partners subsequent to this filing substantially similar to this form 10K.
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 30, 1998 Griffin Real Estate Fund-II, A Limited Partnership
By: Larry D. Fransen\s\ Larry D. Fransen for the General Partner Investment Associates
Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.
Dated: March 30, 1998 By: Larry D. Fransen\s\ Larry D. Fransen Managing General Partner of the General Partner Investment Associates