-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ahvn4jvqNBqCA+6MxqW5CRePAK6tFd6kZxvYjL9BnOEj7CZqeYa4jWG1wBwTOM1d HUoJZKm0wOeB2XGT/PXBPw== /in/edgar/work/0000711642-00-000343/0000711642-00-000343.txt : 20001116 0000711642-00-000343.hdr.sgml : 20001116 ACCESSION NUMBER: 0000711642-00-000343 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS VIII CENTRAL INDEX KEY: 0000276779 STANDARD INDUSTRIAL CLASSIFICATION: [6512 ] IRS NUMBER: 953264317 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-09136 FILM NUMBER: 768358 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 10QSB 1 0001.txt QUARTER ENDING SEPTEMBER 30, 2000 FORM 10-QSB---QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to _________ Commission file number 0-9136 ANGELES PARTNERS VIII (Exact name of small business issuer as specified in its charter) California 95-3264317 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) ANGELES PARTNERS VIII CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION (Unaudited) (in thousands) September 30, 2000 Assets Cash and cash equivalents $ 118 Liabilities Other liabilities 64 Due to affiliate 75 Accrued interest ($253 in default) 253 Notes payable ($371 in default) 371 Estimated costs during the period of liquidation 54 817 Net liabilities in liquidation $ (699) See Accompanying Notes to Consolidated Financial Statements ANGELES PARTNER VIII CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION (Unaudited) (in thousands) Nine Months Ended September 30, 2000 Net liabilities in liquidation at December 31, 1999 $ (4,116) Changes in net liabilities in liquidation attributed to: Decrease in cash and cash equivalents (108) Decrease in receivables and deposits (135) Decrease in estimated net realizable value of property and improvements (4,750) Increase in due to affiliate (54) Decrease in accounts payable 28 Decrease in tenant security deposit liabilities 25 Decrease in accrued interest 2,447 Decrease in accrued property taxes 284 Decrease in other liabilities 17 Decrease in mortgage notes payable 5,247 Decrease in estimated costs during the period of liquidation 416 Net liabilities in liquidation at September 30, 2000 $ (699) See Accompanying Notes to Consolidated Financial Statements b) ANGELES PARTNERS VIII CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended Nine Months Ended September 30, 1999 September 30, 1999 Revenues: Rental income $ 945 $ 2,818 Other income 54 163 Total revenues 999 2,981 Expenses: Operating 384 1,176 General and administrative 37 108 Depreciation 185 535 Interest 481 1,439 Property taxes 105 326 Total expenses 1,192 3,584 Loss before extraordinary item (193) (603) Extraordinary gain on conversion to minority interest (Note A) 8,486 8,486 Net income $ 8,293 $ 7,883 Net income allocated to general partner (1%) $ 83 $ 79 Net income allocated to limited partners (99%) 8,210 7,804 $ 8,293 $ 7,883 Net income per limited partnership unit: Loss before extraordinary item $ (16.25) $ (50.77) Extraordinary gain on conversion to minority interest 714.43 714.43 $ 689.18 $ 663.66 See Accompanying Notes to Consolidated Financial Statements
c) ANGELES PARTNERS VIII CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended September 30, 1999 Cash flows from operating activities: Net income $ 7,883 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 535 Amortization of loan costs 41 Extraordinary gain on conversion to minority interest (8,486) Change in accounts: Receivables and deposits 29 Other assets (27) Accounts payable 5 Tenant security deposit liabilities 4 Accrued property taxes 50 Accrued interest 432 Other liabilities (24) Due to affiliates 61 Net cash provided by operating activities 503 Cash flows used in investing activities: Property improvements and replacements (245) Conversion to minority interest (115) Net cash used in operating activities (360) Cash flows used in financing activities: Payments on mortgage notes payable (234) Net decrease in cash and cash equivalents (91) Cash and cash equivalents at beginning of period 317 Cash and cash equivalents at end of period $ 226 Supplemental disclosure of cash flow information: Cash paid for interest $ 966 See Accompanying Notes to Consolidated Financial Statements d) ANGELES PARTNERS VIII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation As of September 30, 1999, Angeles Partners VIII (the "Partnership" or "Registrant") adopted the liquidation basis of accounting due to the imminent loss of its remaining investment property, Bercado Shores Apartments. The Partnership has incurred recurring operating losses and continues to suffer from inadequate liquidity. In addition, the Partnership was in default on its first and second mortgage notes payable and did not generate sufficient cash flows to meet current debt-service requirements on its subordinated debt. No other sources of additional financing are available to the Partnership and Angeles Realty Corporation ("ARC" or the "General Partner") does not have any other plans to remedy the liquidity problems the Partnership is currently experiencing. The Partnership had an outstanding obligation due to an affiliate of the General Partner (the "Affiliate") for cumulative unpaid accountable administrative services. This liability was secured by the Partnership's 99% limited partnership interest in Brittany Point AP VIII L.P. ("Brittany LP"), the entity that owned Brittany Point Apartments. During the third quarter of 1999, the Affiliate exercised remedies with respect to this liability. In such exercise, effective September 20, 1999, the Affiliate acquired the Partnership's 99% limited partnership interest in Brittany LP at a public sale in compliance with the South Carolina Uniform Commercial Code. The Affiliate has the power to remove the general partner of Brittany LP, an entity in which the Partnership owns an interest. While the Affiliate did not effect such a removal during the nine month period ended September 30, 2000, there can be no assurance that such general partner will not be removed at some point in the future, thereby causing the loss of the Partnership's entire interest in Brittany LP. In addition, as of June 30, 2000, the Partnership's non-recourse first mortgage of approximately $3,861,000 was in default due to the nonpayment of the remaining balance upon maturity. Also, the Partnership's second mortgage to Angeles Mortgage Investment Trust ("AMIT") in the amount of approximately $1,350,000, plus accrued interest of approximately $2,768,000, which is secured by the Partnership's remaining investment property, Bercado Shores Apartments, has been in default since 1993 due to nonpayment of interest and the maturity of the note in 1995. Pursuant to a series of transactions, affiliates of the General Partner acquired ownership interests in AMIT. On September 17, 1998, AMIT was merged with and into Insignia Properties Trust ("IPT"), which was the sole shareholder of the General Partner. On February 26, 1999, IPT was merged into Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. As a result, AIMCO is the current holder of the AMIT debt. This indebtedness is recourse to the Partnership and the estimated fair value of this property is less than the total of its first and second mortgages. This property was subject to foreclosure under the terms of the second mortgage agreement. On July 17, 2000, AMIT informed the General Partner of its intention to exercise remedies with respect to all or a portion of such indebtedness. The General Partner believed that the use by the Partnership of its limited resources to contest the exercise of such remedies would be futile and accordingly, the General Partner executed settlement documents to effect the exercise of such remedies in a manner that is cost effective to the Partnership. On July 17, 2000, the Partnership delivered a deed in lieu of foreclosure related to Bercado Shores Apartments to AIMCO in satisfaction of the AMIT second mortgage of approximately $1,350,000 plus accrued interest of approximately $2,768,000. In addition, the non-recourse first mortgage of approximately $3,861,000 has been transferred with the apartment property. Due to the loss of Brittany LP and the then imminent loss of Bercado Shores Apartments, the General Partner decided in September 1999 to terminate the Partnership upon the loss of Bercado Shores Apartments. As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at September 30, 1999, to the liquidation basis of accounting. Consequently, assets have been valued at their estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the General Partner's estimates as of the date of the consolidated financial statements. Included in liabilities in the statement of net liabilities in liquidation, as of September 30, 2000, are approximately $54,000 of costs that the General Partner estimates will be incurred during the period of liquidation, based on the assumption that the liquidation process will be completed by December 31, 2000. These costs principally include administrative expenses for the Partnership. Because the success in realization of assets and the settlement of liabilities is based on the General Partner's best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period. Note B - Transfer of Control Pursuant to a series of transactions which closed on October 1, 1998 and February 26, 1999, Insignia Financial Group, Inc. and IPT merged into AIMCO, with AIMCO being the surviving corporation (the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in the General Partner. The General Partner does not believe that this transaction has had or will have a material effect on the affairs and operations of the Partnership. Note C - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates of the General Partner for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following transactions were paid or accrued to the General Partner and its affiliates during the nine months ended September 30, 2000 and 1999, respectively: 2000 1999 (in thousands) Property management fees (included in operating expenses in 1999) $ 47 $153 Reimbursement for services of affiliates (included in general and administrative expenses in 1999) 56 87 During the nine months ended September 30, 2000 and 1999, affiliates of the General Partner were entitled to receive 5% of gross receipts from the Partnership's property for providing property management services. The Partnership paid to such affiliates approximately $47,000 and $153,000 for the nine months ended September 30, 2000 and 1999, respectively. Affiliates of the General Partner were entitled to reimbursements of accountable administrative expense amounting to approximately $56,000 and $87,000 for the nine months ended September 30, 2000 and 1999, respectively. In June 1990, AMIT provided secondary financing on the Partnership's investment property, Bercado Shores Apartments. Total indebtedness was approximately $1,350,000 at June 30, 2000, and was in default at June 30, 2000. Total interest expense related to this debt was approximately $318,000 and $384,000 for the nine months ended September 30, 2000 and 1999, respectively. Accrued interest related to this debt was approximately $2,768,000. As discussed in "Note A - Basis of Presentation", AIMCO is now the holder of the AMIT debt. The AMIT mortgage secured by Bercado Shores Apartments has been in default since 1993 due to nonpayment of interest and the maturity of the note in 1995. On July 17, 2000, the Partnership delivered a deed in lieu of foreclosure related to Bercado Shores Apartments to AIMCO in satisfaction of the AMIT second mortgage of approximately $1,350,000 plus accrued interest of approximately $2,768,000. In addition, the non-recourse first mortgage of approximately $3,861,000 has been transferred with the apartment property. The Partnership also had an outstanding obligation due to an affiliate of the General Partner (the "Affiliate") for cumulative unpaid accountable administrative services. This liability was secured by the Partnership's 99% limited partnership interest in Brittany LP, the entity that owned Brittany Point Apartments. During the third quarter of 1999, the Affiliate exercised remedies with respect to this liability. In such exercise, effective September 20, 1999, the Affiliate acquired the Partnership's 99% limited partnership interest in Brittany LP at a public sale in compliance with the South Carolina Uniform Commercial Code. In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited partnership which now controls the working capital loan previously provided by Angeles Capital Investment, Inc. ("ACII"), was organized. Angeles Corporation ("Angeles") is the 99% limited partner of AAP and Angeles Acceptance Directives, Inc. ("AAD"), which was wholly-owned by IPT, was, until April 14, 1995, the 1% general partner of AAP. On April 14, 1995, as part of a settlement of claims between affiliates of the General Partner and Angeles, AAD resigned as general partner of AAP and simultaneously received a .5% limited partner interest in AAP. An affiliate of Angeles now serves as the general partner of AAP. The Partnership's note payable of approximately $371,000, plus accrued interest of approximately $253,000, due to AAP is in default due to non-payment upon maturity in November 1997. AAP has filed suit against the Partnership as a result of this default. A judgment has been awarded to AAP; however, the Partnership intends to contest the validity of the judgment if AAP attempts to enforce it. Interest is accruing monthly at prime plus 0.75% (9.25% average rate at September 30, 2000). Total interest expense for this loan was approximately $27,000 and $23,000 for the nine months ended September 30, 2000 and 1999, respectively. Note D - Segment Reporting The Partnership has only one reportable segment. Moreover, due to the very nature of the Partnership's operations, the General Partner believes that segment-based disclosures will not result in a more meaningful presentation than the financial statements as currently presented. Note E - Legal Proceedings In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to final court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case. The Court is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. The General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature arising in the ordinary course of business. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Partnership from time to time. The discussion of the Registrant's business and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Registrant's business and results of operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. Liquidity and Capital Resources As of September 30, 1999, the Partnership adopted the liquidation basis of accounting due to the imminent loss of its remaining investment property, Bercado Shores Apartments. The Partnership has experienced significant recurring operating losses, is in default on its first and second mortgage notes payable and does not generate sufficient cash flow to meet current debt service requirements on its subordinated debt. No other sources of additional financing are available to the Partnership and the General Partner does not have any other plans to remedy the liquidity problems the Partnership is currently experiencing. The Partnership had an outstanding obligation due to an affiliate of the General Partner (the "Affiliate") for cumulative unpaid accountable administrative services. This liability was secured by the Partnership's 99% limited partnership interest in Brittany Point AP VIII L.P. ("Brittany LP"), the entity that owned Brittany Point Apartments. During the third quarter of 1999, the Affiliate exercised remedies with respect to this liability. In such exercise, effective September 20, 1999, the Affiliate acquired the Partnership's 99% limited partnership interest in Brittany LP at a public sale in compliance with the South Carolina Uniform Commercial Code. The Affiliate has the power to remove the general partner of Brittany LP, an entity in which the Partnership owns an interest. While the Affiliate did not effect such a removal during the nine months ended September 30, 2000, there can be no assurance that such general partner will not be removed at some point in the future, thereby causing the loss of the Partnership's entire interest in Brittany LP. In addition, as of June 30, 2000, the Partnership's non-recourse first mortgage of approximately $3,861,000 was in default due to the nonpayment of the remaining balance upon maturity. Also, the Partnership's second mortgage to Angeles Mortgage Investment Trust ("AMIT") in the amount of approximately $1,350,000, plus accrued interest of approximately $2,768,000, which is secured by the Partnership's remaining investment property, Bercado Shores Apartments, has been in default since 1993 due to nonpayment of interest and the maturity of the note in 1995. Pursuant to a series of transactions, affiliates of the General Partner acquired ownership interests in AMIT. On September 17, 1998, AMIT was merged with and into Insignia Properties Trust ("IPT"), which was the sole shareholder of the General Partner. On February 26, 1999, IPT was merged into Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. As a result, AIMCO is the current holder of the AMIT debt. This indebtedness is recourse to the Partnership and the estimated fair value of this property is less than the total of its first and second mortgages. This property was subject to foreclosure under the terms of the second mortgage agreement. On July 17, 2000, AMIT informed the General Partner of its intention to exercise remedies with respect to all or a portion of such indebtedness. The General Partner believed that the use by the Partnership of its limited resources to contest the exercise of such remedies would be futile and accordingly, the General Partner executed settlement documents to effect the exercise of such remedies in a manner that is cost effective to the Partnership. On July 17, 2000, the Partnership delivered a deed in lieu of foreclosure related to Bercado Shores Apartments to AIMCO in satisfaction of the AMIT second mortgage of approximately $1,350,000 plus accrued interest of approximately $2,768,000. In addition, the non-recourse first mortgage of approximately $3,861,000 has been transferred with the apartment property. The Partnership's note payable of approximately $371,000, plus accrued interest of approximately $253,000, due to AAP is in default due to non-payment upon maturity in November 1997. AAP has filed suit against the Partnership as a result of this default. A judgement has been awarded to AAP however the Partnership intends to contest the validity of the judgment if AAP attempts to enforce it. Due to the loss of Brittany LP and the then imminent loss of Bercado Shores Apartments the General Partner decided in September 1999 to terminate the Partnership upon the loss of Bercado Shores Apartments. As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at September 30, 1999, to the liquidation basis of accounting. Consequently, assets have been valued at their estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the General Partner's estimates as of the date of the consolidated financial statements. For the nine months ended September 30, 2000, the Partnership recorded a net decrease in net liabilities in liquidation of approximately $3,417,000. The statement of net liabilities in liquidation as of September 30, 2000 includes approximately $54,000 of costs that the General Partner estimates will be incurred during the period of liquidation based on the assumption that the liquidation process will be complete by December 31, 2000. These costs include the anticipated legal fees and administrative expenses of the Partnership for the year ended December 31, 2000. Because the success in realization of assets and the settlement of liabilities is based on the General Partner's best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period. The following is a general description of the tax consequences that may result to a limited partner of the transfer of the Partnership's property and the removal of the general partner of Brittany LP. Each limited partner should consult with his or her own tax advisor to determine his or her particular tax consequences. The transfer of the limited partnership interests in Brittany LP in satisfaction of Partnership debt resulted in the taxable sale or exchange of the limited partnership interests. The removal of the general partner of Brittany Point LP will result in a deemed cash distribution to the general partner. The transfer of Bercado Shores in satisfaction of secured, recourse Partnership debt resulted in taxable gain to the extent the amount of the senior indebtedness plus the amount of the subordinate indebtedness exceeds the property's tax basis. A portion of such gain may constitute cancellation of indebtedness income, if and to the extent the subordinated indebtedness exceeded the fair market value of the property. The taxable gain and income resulting from the transfer of the Partnership property and the removal of the general partner will pass through to the limited partners, and will likely result in income tax liability to the limited partners without any distribution of cash from the Partnership. There were no distributions paid for the nine months ended September 30, 2000 or 1999. Future cash distributions will depend on the estimated levels of net cash generated from the liquidation of the Partnership. However, based on the Partnership's liabilities upon liquidation, it is unlikely that any such distribution will be made. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to final court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case. The Court is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. The General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: None filed during the quarter ended September 30, 2000. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES PARTNERS VIII LIMITED PARTNERSHIP By: Angeles Realty Corporation Its General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President By: /s/Martha L. Long Martha L. Long Senior Vice President and Controller Date: November 14, 2000 EX-27 2 0002.txt THIRD QUARTER 10-QSB
5 This schedule contains summary financial information extracted from ANGELES PARTNERS VIII 2000 Third Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000276779 ANGELES PARTNERS VIII 1,000 9-MOS DEC-31-2000 JUL-01-2000 SEP-30-2000 118 0 0 0 0 0 0 0 118 0 0 0 0 0 817 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.00 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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