SPIEKER PROPERTIES L P
8-K/A, 1997-10-10
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





DATE OF REPORT (Date of earliest event reported): October 10, 1997 
                                                  (January 6, 1997)
                                                  -----------------



                            SPIEKER PROPERTIES, L.P.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            CALIFORNIA                    33-98372-01            94-3188774
- --------------------------------         -------------       -------------------
 (State or other jurisdiction of         (Commission            (IRS Employer
  incorporation or organization)          File Number)       Identification No.)



          2180 SAND HILL ROAD, MENLO PARK, CA                      94025
- -----------------------------------------------               ------------------
       (Address of principal executive offices)                  (Zip code)



                                 (415) 854-5600
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


<PAGE>   2
                            SPIEKER PROPERTIES, L.P.
                                 CURRENT REPORT
                                       ON
                                   FORM 8-K/A

This Report on Form 8-K/A is being filed solely to amend the financial
statements provided in Item 7(a)(i) of the Report on Form 8-K dated September
22, 1997.



Item 7. Financial Statements and Exhibits.


(a) (i) Statements of Revenues and Certain Expenses for the WCB Portfolio

        Report of Independent Public Accountants
        Statements of Revenues and Certain Expenses for the six months ended
           June 30, 1997, (unaudited) and for the year ended December 31, 1996
        Notes to Statements of Revenues and Certain Expenses for the six months
           ended June 30, 1997, (unaudited) and for the year ended December 31,
           1996

(b)     Exhibits

        23.1   Consent of Independent Public Accountants



                                       2
<PAGE>   3
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the General Partner of Spieker Properties, L.P.:

        We have audited the accompanying statement of revenues and certain
expenses of the WCB Portfolio, as defined in Note 1, for the year ended December
31, 1996. This financial statement is the responsibility of management of
Spieker Properties, L.P. (the "Company"). Our responsibility is to express an
opinion on this financial statement based on our audit.

        We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis of our opinion.

        The accompanying statement of revenues and certain expenses was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission for inclusion in the Company's Current Report on Form
8-K/A dated October 10, 1997, and is not intended to be a complete presentation
of the revenues and expenses of the WCB Portfolio.

        In our opinion, the financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses of the WCB
Portfolio for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.



                                                   ARTHUR ANDERSEN LLP

San Francisco, California
September 26, 1997



                                       3
<PAGE>   4
                            SPIEKER PROPERTIES, L.P.

                   STATEMENTS OF REVENUES AND CERTAIN EXPENSES
                              FOR THE WCB PORTFOLIO
               FOR THE SIX MONTHS ENDED JUNE 30, 1997, (UNAUDITED)
                    AND FOR THE YEAR ENDED DECEMBER 31, 1996
                                 (in thousands)


<TABLE>
<CAPTION>
                                                     Six Months Ended          Year Ended
                                                      June 30, 1997         December 31, 1996
                                                     ----------------       -----------------
                                                       (unaudited)
<S>                                                  <C>                    <C>
RENTAL REVENUES                                          $ 42,534               $ 83,103

CERTAIN EXPENSES:

   Rental expenses                                          9,313                 19,319
   Real estate taxes                                        3,508                  6,693
                                                         --------               --------
                                                           12,821                 26,012
                                                         --------               --------

REVENUES IN EXCESS OF CERTAIN EXPENSES                   $ 29,713               $ 57,091
                                                         ========               ========
</TABLE>


                                       4
<PAGE>   5
                            SPIEKER PROPERTIES, L.P.

              NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
                              FOR THE WCB PORTFOLIO
               FOR THE SIX MONTHS ENDED JUNE 30, 1997, (UNAUDITED)
                    AND FOR THE YEAR ENDED DECEMBER 31, 1996
                                 (in thousands)


1.      Basis of Presentation and Summary of Significant Accounting Policies:

        Properties Acquired

        The accompanying statements of revenues and certain expenses include the
        operations (see "Basis of Presentation" below) of the WCB Portfolio (the
        "Properties") to be acquired by Spieker Properties, L.P. and its
        affiliates (the "Company") during the latter half of the fourth quarter
        of 1997. Spieker Properties, Inc. owns an approximate 87.0% general
        partners' interest in Spieker Properties, L.P. (the "Operating
        Partnership" collectively with Spieker Properties, Inc. referred to as
        the "Company").

        Basis of Presentation

        The accompanying statements of revenues and certain expenses are not
        representative of the actual operations of the Properties for the
        periods presented. Certain expenses may not be comparable to the
        expenses expected to be incurred by the Company in the proposed future
        operations of the Properties; however, the Company is not aware of any
        material factors relating to the property that would cause the reported
        financial information not to be indicative of future operating results.
        Excluded expenses consist of property management fees, interest,
        depreciation and amortization and other costs not directly related to
        the future operations of the Properties.

        The financial information presented for the six months ended June 30,
        1997, is unaudited. In the opinion of management, the unaudited
        financial information contains all adjustments, consisting of normal
        recurring accruals, necessary for a fair presentation of the combined
        statements of revenues and certain expenses for the Properties.

        Revenue Recognition

        All leases are classified as operating leases, and rental revenue is
        recognized on a straight-line basis over the terms of the leases.

        Use of Estimates

        The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of revenues and expenses.
        Actual results could differ from those estimates. 


                                       5

<PAGE>   6
2.      Leasing Activity:

        The minimum future rental revenues from leases in effect as of July 1,
        1997, for the remainder of 1997 and annually thereafter are as follows:

<TABLE>
<CAPTION>
                      Year                                        Amount
                      ----                                        ------
                      <S>                                      <C>      
                      1997 (six months)                        $  28,734
                      1998                                        49,621
                      1999                                        40,857
                      2000                                        29,215
                      2001                                        23,290
                      Thereafter                                  66,831
                                                               ---------
                                                               $ 238,548
                                                               =========
</TABLE>

        In addition to minimum rental payments, tenants pay reimbursements for
        their pro rata share of specified operating expenses, which amounted to
        $6,762 for the six months ended June 30, 1997, (unaudited) and $14,310
        for the year ended December 31, 1996. Certain leases contain options to
        renew.


                                       6
<PAGE>   7
                                   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.



                                           SPIEKER PROPERTIES, L.P.
                                                 (Registrant)



Date:     October 10, 1997                 By: /s/ Elke Strunka
       ------------------------                -------------------------
                                               Elke Strunka
                                               Vice President and
                                               Principal Accounting Officer
                                               of Spieker Properties, Inc.,
                                               general partner


                                       7
<PAGE>   8
                                 Exhibit Index
                                 -------------


Exhibit
Number              Description
- ------              -----------
 23.1         Consent of Independent Public Accountants


<PAGE>   1

Exhibit 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated September 26, 1997, on the statements of revenues
and certain expenses of the WCB Portfolio for the year ended December 31, 1996
in the following documents filed by Spieker Properties, L.P. with the Securities
and Exchange Commission: (i) this current report on Form 8-K/A and (ii)
Registration Statements No. 333-18483 and 333-35997.





San Francisco, California                            ARTHUR ANDERSEN LLP
October 8, 1997


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