-----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, S+anEsLFlgr5n+WBeB0F9DL2/T5IjZVolJNeWO4G4YaMNpYN0R2sABUkNWiviJat PN49wAqElCPHR1nmTl/pmg== 0000912057-96-004465.txt : 19960314 0000912057-96-004465.hdr.sgml : 19960314 ACCESSION NUMBER: 0000912057-96-004465 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960227 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960313 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NYLIFE GOVERNMENT MORTGAGE PLUS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000844414 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 133487910 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18226 FILM NUMBER: 96534492 BUSINESS ADDRESS: STREET 1: 51 MADISON AVE STREET 2: ROOM 1710 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-576-7300 MAIL ADDRESS: STREET 1: 51 MADISON AVENUE STREET 2: ROOM1710 CITY: NEW YORK STATE: NY ZIP: 10010 8-K 1 8-K 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) February 27, 1996 NYLIFE Government Mortgage Plus Limited Partnership ------------------------------------------------------ (Exact Name of Registrant as specified in its Charter) Massachusetts ------------- (State or other jurisdiction of incorporation or organization) 0-18226 13-3487910 ------- ---------- (Commission File Number) (IRS Employee Identification) 51 Madison Avenue, New York, New York 10010 ------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 576-7300 -------------- TABLE OF CONTENTS Page No. Item 2. Acquisition or Disposition of Assets 3 Item 7. Financial Statements and Exhibits 4 Signatures 5 Appendix A F-1 - F-6 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On February 27, 1996, NYLIFE Government Mortgage Plus Limited Partnership (the "Partnership") sold its mortgage backed security guaranteed as to principal and Basic Interest by GNMA (the "Highlands GNMA") related to a mortgage (the "Highlands Mortgage") on a 272 unit garden style apartment complex located in Tampa, Florida (the "Highlands"). The Highlands GNMA was sold through Utendahl Capital Partners, an unaffiliated broker dealer, for cash in the amount of $13,105,373.01. The sales price represents principal in the amount of $12,976,812.45, accrued interest in the amount of $71,462.59 and a premium of $57,097.97. The Partnership was not charged any separate fees or commissions in connection with the sale. The General Partner of the Partnership decided to sell the Highlands GNMA to take advantage of what it perceived to be a favorable market in which the Highlands GNMA could be sold at a premium. The Partnership acquired the Highlands GNMA in connection with the sale of the Highlands and the related modification of the Highlands Mortgage effective January 31, 1995, as reported in the Partnership's current report on Form 8-K dated March 10, 1995. The sale of the Highlands GNMA, together with the 1995 sale of the Highlands and the related modification of the Highlands Mortgage, terminates the Partnership's beneficial interest in the Highlands Mortgage and the Highlands. During the year ended December 31, 1995, the Partnership received interest totaling $999,170.10 related to the Highlands GNMA, which has been distributed to investors in connection with the Partnership's regular quarterly distributions in accordance with the Partnership's partnership agreement. The General Partner anticipates distributing the proceeds from the sale of the Highlands GNMA in connection with the Partnership's regular quarterly distribution to investors on May 15, 1996. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) PRO FORMA FINANCIAL INFORMATION: The Pro Forma Balance Sheet as of September 30, 1995 and the Pro Forma Statements of Operations for the nine months ended September 30, 1995 and the year ended December 31, 1994, which are attached as Appendix A hereto, have been prepared to reflect the sale of the Highlands GNMA and the adjustments described in the accompanying notes. The pro forma financial information is based on and should be read in conjunction with the historical financial statements and the notes thereto filed as part of the Partnership's quarterly report on Form 10-Q for the quarter ended September 30, 1995 and the Partnership's annual report on Form 10-K for the fiscal year ended December 31, 1994. The Pro Forma Balance Sheet was prepared as if the sale of the Highlands GNMA occurred on September 30, 1995. The Pro Forma Statements of Operations were prepared as if the sale occurred on January 1, 1994. The pro forma financial information is unaudited and not necessarily indicative of the results that would have actually occurred had the sale been consummated at the beginning of 1994, nor does it purport to represent the financial position and results of operations for future periods. (c) EXHIBITS: None. 4 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 on March 13, 1996. NYLIFE Government Mortgage Plus Limited Partnership By: NYLIFE Realty Inc. General Partner /s/ Kevin M. Micucci --------------------- Kevin M. Micucci Vice President and Controller (Principal Financial and Accounting Officer) 5 APPENDIX A TO CURRENT REPORT ON FORM 8-K ITEMS 2 AND 7 UNAUDITED PRO FORMA FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP F-1 Form 8-K -- Items 2 and 7 NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP INDEX OF UNAUDITED PRO FORMA FINANCIAL STATEMENTS Page No. -------- Pro Forma Balance Sheet as of September 30, 1995 F-3 Pro Forma Statement of Operations for the Nine Months Ended September 30, 1995 F-4 Pro Forma Statement of Operations for the Year Ended December 31, 1994 F-5 Notes and Management's Assumptions to Unaudited Pro Forma Financial Statements F-6 F-2 NYLIFE Government Mortgage Plus Limited Partnership Pro Forma Balance Sheet as of September 30, 1995 (unaudited)
Pro Forma Pro Forma Amounts Historical 1995 Adjustments (As Adjusted) --------------- ----------- ------------- Assets - ------ Cash and cash equivalents $ 900,367 $ 13,105,373 A $14,005,740 Interest receivable 221,107 - 221,107 Investments in Participating Insured Mortgages 30,677,598 (12,998,673)A 17,678,925 Investments in Participating Guaranteed Loans 400,100 - 400,100 ----------- ------------ ----------- Total assets $32,199,172 $ 106,700 $32,305,872 ----------- ------------ ----------- ----------- ------------ ----------- Liabilities and Partners' Capital - --------------------------------- Due to affiliates $ 75,000 $ - $ 75,000 Accrued liabilities 44,384 - 44,384 ----------- ------------ ----------- Total liabilities 119,384 - 119,384 ----------- ------------ ----------- Partners' capital: Capital contributions net of public offering expenses 36,028,557 - 36,028,557 Accumulated earnings 16,859,159 106,700 A 16,965,859 Cumulative distributions (20,807,928) - (20,807,928) ----------- ------------ ----------- Total partners' capital 32,079,788 106,700 32,186,488 ----------- ------------ ----------- Total liabilities and partners' capital $32,199,172 $ 106,700 $32,305,872 ----------- ------------ ----------- ----------- ------------ -----------
The accompanying notes are an integral part of these financial statements F-3 NYLIFE Government Mortgage Plus Limited Partnership Pro Forma Statement of Operations for the Nine Months Ended September 30, 1995 (unaudited)
Pro Forma Pro Forma Amounts Historical 1995 Adjustments (As Adjusted) --------------- ----------- ------------- Income - ------ Interest - cash and cash equivalents $ 55,437 $ - $ 55,437 Interest - Mortgages (net of amortization of acquisition costs) 2,282,186 (751,501)B 1,530,685 Other income 324,000 - 324,000 ----------- ----------- ----------- Total income (loss) 2,661,623 (751,501) 1,910,122 ----------- ----------- ----------- Expenses - -------- General and administrative 150,671 - 150,671 Asset Management Fees 71,125 - 71,125 ----------- ----------- ----------- Total expenses 221,796 - 221,796 ----------- ----------- ----------- Net income (loss) $ 2,439,827 $ (751,501) $ 1,688,326 ----------- ----------- ----------- ----------- ----------- ----------- Net income (loss) allocated - --------------------------- General Partner $ 33,390 $ (15,030)E $ 18,360 Corporate Limited Partner 59 (18)E 41 Unitholders 2,406,378 (736,453)E 1,669,925 ----------- ----------- ----------- $ 2,439,827 $ (751,501) $ 1,688,326 ----------- ----------- ----------- ----------- ----------- ----------- Net income (loss) per Unit $ .29 $ (.09) $ .20 ----------- ----------- ----------- ----------- ----------- ----------- Number of Units 8,168,457.7 8,168,457.7 8,168,457.7 ----------- ----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financial statements F-4 NYLIFE Government Mortgage Plus Limited Partnership Statement of Operations for the Year Ended December 31, 1994 (unaudited)
Pro Forma Pro Forma Amounts Historical 1994 Adjustments (As Adjusted) --------------- ----------- ------------- Income - ------ Interest - cash and cash equivalents $ 83,971 $ - $ 83,971 Interest - Mortgages (net of amortization of acquisition costs) 2,620,032 (642,195)B 1,977,837 Other income 1,000 - 1,000 ----------- ----------- ----------- Total income (loss) 2,705,003 (642,195) 2,062,808 ----------- ----------- ----------- Expenses - -------- General and administrative 300,121 - 300,121 Asset Management Fees 158,167 (71,252)C 86,915 ----------- ----------- ----------- Total expenses 458,288 (71,252) 387,036 ----------- ----------- ----------- Income (loss) before gain on sale of investment in Highlands GNMA 2,246,715 (570,943) 1,675,772 Gain on sale of investment in Highlands GNMA - 17,165 D 17,165 ----------- ----------- ----------- Net income (loss) $ 2,246,715 $ (553,778) $ 1,692,937 ----------- ----------- ----------- ----------- ----------- ----------- Net income (loss) allocated - --------------------------- General Partner $ 44,934 $ (11,419)E $ 33,515 Corporate Limited Partner 55 (13)E 42 Unitholders 2,201,726 (542,346)E 1,659,380 ----------- ----------- ----------- $ 2,246,715 $ (553,778) $ 1,692,937 ----------- ----------- ----------- ----------- ----------- ----------- Net income (loss) per Unit $ .27 $ (.07) $ .20 ----------- ----------- ----------- ----------- ----------- ----------- Number of Units 8,168,457.7 8,168,457.7 8,168,457.7 ----------- ----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financial statements F-5 NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP (A LIMITED PARTNERSHIP) NOTES AND MANAGEMENT'S ASSUMPTIONS TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 NOTE 1 - BASIS OF PRESENTATION The accompanying Pro Forma Balance Sheet as of September 30, 1995 is presented as if the sale of the Highlands GNMA occurred on September 30, 1995. The accompanying Pro Forma Statements of Operations are presented as if the sale of the Highlands GNMA occurred on January 1, 1994. These pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto as of September 30, 1995 and December 31, 1994, filed as part of the Partnership's quarterly report on Form 10-Q for the quarter ended September 30, 1995 and the Partnership's annual report on Form 10-K for the fiscal year ended December 31, 1994, respectively. In management's opinion, all adjustments necessary to reflect the effects of the sale of the Highlands GNMA by the Partnership have been made. The unaudited pro forma financial statements are not necessarily indicative of the actual financial position as of September 30, 1995 or what the actual results of operations would have been assuming the disposition of the GNMA had been consummated on January 1, 1994, nor do they purport to represent the financial position and results of operations for future periods. NOTE 2 - ADJUSTMENTS TO PRO FORMA FINANCIAL STATEMENTS (A) To reflect the liquidation proceeds from the sale of the Highlands GNMA at September 30, 1995. (B) To eliminate the Partnership's share of interest earned on the Highlands GNMA and the Participating Guaranteed Loan related to the Highlands (the "Highlands PGL") for the nine months ended September 30, 1995 and the year ended December 31, 1994, respectively. (C) To eliminate the Asset Management Fees paid in connection with the Highlands PGL and the Participating Insured Mortgage related to the Highlands for the year ended December 31, 1994. (D) To reflect the gain on the sale of the Highlands GNMA at January 1, 1994. (E) To reflect the Partners' allocation of the effect of the sale of the Highlands GNMA at January 1, 1994. F-6 -----END PRIVACY-ENHANCED MESSAGE-----