-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Nkmki9cBR1z/8SIbYn+8G4QQ0368Q+3IwKMO4bOBfnkPCikGmn3tiJWXTUk2bVaz /wpf8hQaR5YpRyghI+SSMA== 0000755869-95-000002.txt : 19950621 0000755869-95-000002.hdr.sgml : 19950621 ACCESSION NUMBER: 0000755869-95-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950613 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950614 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLENBOROUGH PENSION INVESTORS CENTRAL INDEX KEY: 0000755869 STANDARD INDUSTRIAL CLASSIFICATION: 6153 IRS NUMBER: 330058349 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13448 FILM NUMBER: 95546952 BUSINESS ADDRESS: STREET 1: 400 S EL CAMINO REAL STE 1100 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4153439300 MAIL ADDRESS: STREET 1: 400 S EL CAMINO REAL STE 1100 CITY: SAN MATEO STATE: CA ZIP: 94402 FORMER COMPANY: FORMER CONFORMED NAME: OUTLOOK PENSION INVESTORS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AUGUST PENSION INVESTORS DATE OF NAME CHANGE: 19890815 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) June 13, 1995 ------------- GLENBOROUGH PENSION INVESTORS, A CALIFORNIA LIMITED PARTNERSHIP ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 0-13448 33-0058349 ---------- ------------- ------------- (State or other (Commission (IRS Employer jurisdiction of File Number) I.D. Number) incorporation) 400 South El Camino Real, Ste. 1100, San Mateo, California 94402 ----------------------------------------------------------------- -- (Address of principal executive offices) Registrant's Telephone number, including area code: (415) 343- 9300 ------------- -------------------------------------------------------- (Former name or former address, if changes since last report) This form 8-K contains a total of 5 pages. ---- No Exhibits Required. Page 1 of 5 Item 2. Acquisition of Real Estate On January 12, 1995, Glenborough Pension Investors, A California Limited Partnership (the Registrant) acquired Summerbreeze Apartments ("the Property"), a 104-unit apartment complex located at 6742 Clybourn Avenue in North Hollywood, California by a deed- in-lieu of foreclosure. The Property was formerly owned by Glenfed Summerbreeze Investors, Ltd. ("Glenfed"). In July 1994, as part of the workout of the notes receivable due from AFP Partners to the Registrant, the Registrant received a note secured by a second deed of trust on the Property and an unsecured note with unpaid balances of principal and accrued interest aggregating approximately $1,159,000 as of September 30, 1993. The Property was also encumbered by a first deed of trust. Because the amount of the Glenfed partnership's total debt was approximately equal to the value of its assets, the Glenfed partnership had little or no net worth. All the loans became due September 1, 1994. Since Glenfed elected not to contribute any capital to its partnership to pay for new financing, the Registrant agreed to pay Glenfed $150,000 for a deed-in-lieu and dissolution of its partnership thereby foregoing costs of foreclosure and receiving title to the Property in a more timely manner. On March 28, 1995, the Registrant obtained new financing from two sources to payoff the original lender and holder of the first deed of trust on the Property. GPA, West, an affiliate of the Registrant whose general partner is also Glenborough Realty Corporation, loaned the Registrant $1,908,000. The note accrued interest at the rate of 11%, was due on demand and was secured by a first deed of trust on the Property. In addition, $2,000,000 was obtained from a bank at 2.00% over the lending institution's index (currently 11.0%) with interest only payments due until maturity on July 3, 1995. This short-term loan was secured by a second deed of trust on the property and an assignment of the Registrant's mortgage on Park Center, a property owned by AFP Partners. Finally, on May 18, 1994, the Registrant obtained a $4,000,000 loan from a bank at prime plus 2.0% (currently 11.0%) with interest-only payments due until maturity on May 15, 1996. The proceeds from this loan, less loan fees, an appraisal and environmental fee and closing costs in the amount of $68,000 (out of which $61,450 was deducted from the total loan funded to reach a net loan balance of $3,938,500), were used to payoff the $1,908,000 note due to GPA West and the $2,000,000 short-term note due to a bank. The new note is secured by a first trust deed on the Property and a mortgage on the Park 100 buildings owned by the Registrant. On the following pages is the pro forma financial information representing the Registrant's December 31, 1994 balance sheet and statement of operations for the year ended December 31, 1994, adjusted to include the balances and operating results of the acquired property. Page 2 of 5 GLENBOROUGH PENSION INVESTORS, A CALIFORNIA LIMITED PARTNERSHIP Consolidated Balance Sheets (in thousands, except units outstanding) Pro Forma December 31, Pro Forma December 31, 1994 Adjustments 1994 Assets ---------- --------- ---------- ------- Real estate investments, at cost: Land $ 6,456 1,847 $ 8,303 Building and improvements, net 12,958 2,153 15,111 --------- --------- --------- Net real estate investments 19,414 4,000 23,414 --------- --------- --------- Cash and cash equivalents 382 (367) 15 Accounts receivable, net 106 3 109 Prepaid expenses and other assets 510 12 522 --------- --------- --------- Total assets $ 20,412 3,648 24,060 ========= ========= ========= Liabilities and Partners' Equity (Deficit) -------------------------------- Accounts payable and accrued expenses 559 46 605 Notes payable - 3,939 3,939 --------- --------- --------- Total liabilities 559 3,985 4,544 Partners' equity (deficit): General Partner (55) (3) (58) Limited Partners, 118,942 limited partnership units outstanding 19,908 (334) 19,574 --------- --------- --------- Total partners' equity 19,853 (337) 19,516 --------- --------- --------- Total liabilities and partners' equity $ 20,412 3,648 24,060 ========= ========= ========= Page 3 of 5 GLENBOROUGH PENSION INVESTORS, A CALIFORNIA LIMITED PARTNERSHIP Consolidated Statement of Operations (in thousands, except units outstanding) For the Year Ended ------------------- Pro Forma December 31, Pro Forma December 31, 1994 Adjustments 1994 --------- --------- --------- Revenues: Rental $ 4,198 802 5,000 -------- -------- -------- Total revenues 4,198 802 5,000 -------- -------- -------- Expenses: Operating 2,270 368 2,638 General and administrative 314 48 362 Depreciation and amortization 753 283 1,036 Interest - 440 440 -------- -------- -------- Total expenses 3,337 1,139 4,476 -------- -------- -------- Net income (loss) $ 861 (337) 524 ========= ======== ======== Net income (loss) per Equity Unit "Current Unit" $ 7.16 (2.80) 4.36 ========= ======== ========= Page 4 of 5 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, thereunto duly authorized. GLENBOROUGH PENSION INVESTORS, A CALIFORNIA LIMITED PARTNERSHIP By: Glenborough Realty Corporation, a California corporation Managing General Partner Date: June 13, 1995 By: Andrew Batinovich Executive Vice President, Chief Financial Officer and Director Page 5 of 5 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, thereunto duly authorized. GLENBOROUGH PENSION INVESTORS, A CALIFORNIA LIMITED PARTNERSHIP By: Glenborough Realty Corporation, a California corporation Managing General Partner Date: June 13, 1995 By: /s/ Andrew Batinovich ------------------------------- Andrew Batinovich Executive Vice President, Chief Financial Officer and Director Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----