8-K 1 d8k.txt FORM 8K 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): March 27, 2001 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Massachusetts (State or Other Jurisdiction of Incorporation) 0-17808 04-2940131 (Commission File Number) (IRS Employer Identification No.) World Trade Center East Two Seaport Lane, 16th Floor Boston, Massachusetts 02210 (Address of principal executive offices) (Zip Code) (617) 261-9000 Registrant's Telephone Number, Including Area Code (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. ---------------------------------------------- On March 27, 2001, New England Pension Properties V; A Real Estate Limited Partnership (the "Partnership") sold its property located at 1900-1988 North Main Street, Salinas, California. The property was sold to an unaffiliated third party (the "Buyer") for gross proceeds of $8,850,000. The selling price was determined by arm's length negotiations between the Partnership and the Buyer. The Partnership received net proceeds of approximately $8,421,000 and recognized a gain of approximately $1,405,000. Item 7. Financial Statements and Exhibits. ------------------------------------------- In connection with the disposition of the asset discussed in Item 2 above, pro forma financial statements are presented below. The pro forma balance sheet is presented as of December 31, 2000 (Exhibit A). The pro forma income statement is presented for the fiscal year ended December 31, 2000 (Exhibit B). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 10, 2001 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP (Registrant) By: Fifth Copley Corp., Managing General Partner By:/s/ Alison L. Husid --------------------------------- Name: Alison L. Husid Title: President, Chief Executive Officer and Director New England Pension Properties V EXHIBIT A A Real Estate Limited Partnership Pro Forma Balance Sheet December 31, 2000
December 31, 2000 December 31, 2000 Pro Forma Pro Forma (Audited) Adjustment (Unaudited) ------------------ ------------- ------------------ ASSETS Property held for disposition, net $ 8,374,264 ($7,015,793)(a) $ 1,358,471 Cash and cash equivalents 2,762,388 8,420,963 (a) 11,183,351 ----------- ----------- ----------- $11,136,652 $1,405,170 $12,541,822 ============ ========== =========== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 123,393 0 $ 123,393 Accrued management fee 9,899 0 9,899 Deferred management and disposition fees 2,016,345 0 2,016,345 ----------- ------------ ----------- Total liabilities 2,149,637 0 2,149,637 ----------- ------------ ----------- Partners' capital (deficit): Limited partners ($229 per unit; 160,000 units authorized, 82,228 units issued and outstanding) 9,000,022 1,391,118 (a) 10,391,140 General partners (13,007) 14,052 (a) 1,045 ------------ -------------- ----------- Total partners' capital 8,987,015 1,405,170 10,392,185 ------------ -------------- ----------- $11,136,652 $ 1,405,170 $12,541,822 ============ ============== ===========
New England Pension Properties V EXHIBIT B A Real Estate Limited Partnership Pro Forma Income Statement December 31, 2000
December 31, 2000 December 31, 2000 Pro Forma Pro Forma (Audited) Adjustment (Unaudited) ----------------- ------------ ----------------- Investment Activity Property rentals $ 1,976,430 (1,976,430)(b) $ 0 Interest income on loan to ground lessor 127,688 (127,688)(b) 0 Property operating expenses (499,211) 527,416 (b) 28,205 Ground rent expense (390,000) 390,000 (b) 0 Depreciation and amortization (362,570) 362,570 (b) 0 ----------- ---------- ----------- Total real estate operations 852,337 (824,132) 28,205 Gain on sale of property 556,164 0 556,164 ----------- ---------- ----------- Total real estate activity 1,408,501 (824,132) 584,369 Interest on cash equivalents and short term investments 383,586 0 383,586 ----------- ---------- ----------- Total investment activity 1,792,087 (824,132) 967,955 Portfolio Expenses Management fee 119,604 (106,432)(d) 13,172 General and administrative 312,085 0 312,085 ----------- ---------- ----------- 431,689 (106,432) 325,257 ----------- ---------- ----------- Net income (loss) $ 1,360,398 ($717,700) $ 642,698 =========== ========== =========== Net income (loss) per limited partnership unit $16.38 ($8.64)(c) $7.74 =========== ========== =========== Number of limited partnership units outstanding during the year 82,228 82,228 82,228 =========== ========== ===========
Pro Forma Financial Statement Footnotes: (a) Disposition of asset as discussed in Item 2 herein and allocation of the gain to the Partners on such disposition. (b) Removal of 2000 operating activity related to the disposed asset discussed in Item 2 herein. (c) Calculation of net loss per limited partnership unit after the removal of operating activity related to the disposed asset discussed in Item 2 herein. (d) Removal of management fees based on distributions received during the pro forma period from the disposed asset discussed in Item 2 herein.