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): January 12, 2017
DIVALL
INSURED INCOME PROPERTIES 2, L.P.
(Exact
name of registrant as specified in its charter)
| Wisconsin |
|
000-17686 |
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39-1606834 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
1100
Main Street, Suite 1830
Kansas
City, Missouri 64105
(Address
of principal executive offices)
(816)
421-7444
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
| [ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
7.01. Regulation FD Disclosure
Attached
to this Current Report on Form 8-K as Exhibit 99.1, is a copy of a letter sent by the General Partner of DiVall Insured Income
Properties 2, L.P. (the “Partnership”) to the Partnership’s Limited Partners (the “Limited Partners”)
on or about January 12, 2017, in connection with, among other things, the Partnership’s annual statement of the Net Unit
Value (“NUV”) of each Limited Partner Unit (“Unit”), being the Partnership’s estimate of the NUV
for purposes of the Employee Retirement Income Security Act, as amended (“ERISA”), which letter is incorporated by
reference in its entirety into this report.
In
order for qualified plans to report account values as required by ERISA, the Partnership provides an estimated NUV on an annual
basis. As of December 31, 2016, the annual statement of NUV for Limited Partners subject to ERISA was estimated to approximate
$340 per Unit. The estimated NUV was determined by the use of independent third-party appraised valuations conducted during 2016.
The annual statement of estimated NUV as provided to Limited Partners subject to ERISA, and as provided to certain other plan
investors, is only an estimate and may not reflect the actual NUV. It should be noted that ERISA plan fiduciaries and IRA custodians
may use estimated NUV valuations obtained from other sources, such as prices paid for Units in secondary markets, and that such
estimated Unit valuations may be lower than those estimated by the General Partner. As with any valuation methodology, the independent
third-party appraised valuation methodology is based upon a number of estimates and assumptions that may not be accurate or complete.
Different parties with different assumptions and estimates could derive a different estimated NUV. Accordingly, with respect to
the estimated NUV, the Partnership can give no assurance that:
| |
● |
an
investor would be able to resell his or her Units at this estimated NUV; |
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|
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● |
an
investor would ultimately realize distributions per Unit equal to the Partnership’s estimated NUV per Unit upon the
liquidation of all of the Partnership’s assets and settlement of its liabilities; |
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● |
the
Units would trade at the estimated NUV in a secondary market; or |
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● |
the
methodology used to estimate the Partnership’s NUV would be acceptable under ERISA for compliance with their respective
reporting requirements. |
The
information furnished pursuant to this “Item 7.01 Regulation FD Disclosure,” of Form 8-K and the information
contained in Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such
information may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended
(the “Securities Act”), if such subsequent filing specifically references this Current Report on Form 8-K. In addition,
the furnishing of information in this Current Report on Form 8-K is not intended to, and does not, constitute a determination
or admission by the Partnership that the information is material or complete.
Forward-Looking
Statements
This
Current Report on Form 8-K and the information contained in Exhibit 99.1 incorporated herein contain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements include
statements describing the objectives, projections, estimates or future predictions of the Partnership’s operations. These
statements may be identified by the use of forward-looking terminology such as “anticipates,” “believes,”
“could,” “estimate,” “expect,” “will,” or other variations on these terms. The
Partnership cautions that by their nature forward-looking statements involve risk or uncertainty and that actual results may differ
materially from those expressed in any forward-looking statements as a result of such risks and uncertainties, including but not
limited to: changes in general economic conditions, changes in commercial real estate conditions and markets, inability of current
tenants to meet financial obligations, inability to obtain new tenants upon the expiration of existing leases, and the potential
need to fund tenant improvements or other capital expenditures out of operating cash flow.
All
forward-looking statements contained in Exhibit 99.1 incorporated herein are expressly qualified in their entirety by this cautionary
notice. The reader should not place undue reliance on such forward-looking statements, since the statements speak only as of the
date that they are made and the Partnership has no obligation and does not undertake publicly to update, revise or correct any
forward-looking statement for any reason.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are included with this Report:
| 99.1 |
Letter
to Limited Partners of DiVall Insured Income Properties 2, LP from the General Partner, as distributed on or about January
12, 2017. |
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.
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DiVall
Insured Income Properties 2, LP
(Registrant) |
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|
| Date:
January 12, 2017 |
By: |
/s/
Lynette L. DeRose |
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Lynette
L. DeRose |
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|
Chief
Financial Officer |
