<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
May 30, 1995
Date of Report (Date of earliest event reported)-------------------------------
VINLAND PROPERTY TRUST
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(Exact name of registrant as specified in its charter)
California 0-8003 94-2432628
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
One Turtle Creek, 3878 Oak Lawn , Suite 300, Dallas, Texas 75219
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(Address of principal executive offices) (Zip Code)
(214) 522-9910
Registrant's telephone number, including area code----------------------------
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Form 8-K/A amends a Form 8-K Current Report dated May 30, 1995, and filed
June 2, 1995, by Vinland Property Trust (the "Trust"). The previously reported
contract purchase price included a sales commission of $78,360 payable to an
affiliate of Tarragon Realty Advisors, Inc. ("Tarragon"), the Trust's advisor
since March 1, 1994, anticipated property repairs of $100,000 and title
insurance and survey costs totaling $17,000. The Trust was released by the
payee from its obligation to pay the sales commission, and elected to take a
credit against the contract purchase price for the property repairs, which were
to be made by the seller prior to sale closing, and the title policy and survey
costs. The purchase price was adjusted accordingly from $2.7 million to $2.5
million.
The following is a summary of the transaction:
On May 30, 1995, effective May 1, 1995, the Trust purchased Collegewood
Apartments, Florida Towers Apartments, and Jefferson Towers Apartments, subject
to an existing nonrecourse wrap mortgage of $2.4 million, located in
Tallahassee, Florida for $2.5 million. The Trust assumed the existing mortgage
loan and, on June 9, 1995, paid the remaining purchase price of $155,000 in
cash from the general working capital of the Trust. Concurrently with the
execution of the loan assumption, on June 5, 1995, the Trust paid the lender
$300,000 in cash reducing the principal balance by the same amount. The
mortgage loan calls for monthly interest payments calculated at 10% per annum
and matures June 1997.
The Trust purchased the above properties from Investors Florida Capitol Fund
II, Ltd., a Florida limited partnership (the "Seller"). Investors General,
Inc. ("IGI"), which owns a 1% general partnership interest in the Seller, is
owned by Investors General Acquisition Corporation ("IGAC"). John A. Doyle,
Trustee, Chief Financial Officer and Chief Operating Officer of the Trust, is a
62.5% stockholder of IGAC. Mr. Doyle also serves as Director, President and
Chief Operating Officer of Tarragon. Tarragon is owned by Lucy N. Friedman,
William S. Friedman's wife, and Mr. Doyle. Mr. Friedman serves as President,
Chief Executive Officer and Trustee of the Trust and Director and Chief
Executive Officer of Tarragon. The Friedman and Doyle families together own
approximately 23% of the outstanding shares of the Trust. The purchase price
of the properties was based on their fair market values, and the entire
transaction was approved by a majority of the limited partners of the Seller as
well as the unaffiliated Trustees of the Trust. IGI and Messrs. Friedman and
Doyle abstained in the votes.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
This Form 8-K/A also provides required financial statements that were not
available at the date of the original filing.
(a) Pro forma financial information:
Pro forma statements of operations are presented for the year ended November
30, 1994, and the six months ended May 31, 1995. Because the May 31, 1995,
balance sheet included in the Trust's Form 10-Q dated May 31, 1995, includes
the effect of the following transaction, a pro forma balance sheet is not
included.
The pro forma statements of operations present the Trust's operations as if the
transaction described in Item 2 had occurred at the beginning of each of the
periods presented.
(b) Combined financial statements of properties acquired:
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
99.0 Audited Combined Statements of Excess of Revenues Over Specific Operating Expenses for each of the three
years in the period ended December 31, 1994, for Collegewood Apartments, Florida Towers Apartments, and
Jefferson Towers Apartments.
</TABLE>
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<PAGE> 4
VINLAND PROPERTY TRUST
PRO FORMA
STATEMENT OF OPERATIONS
SIX MONTHS ENDED MAY 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Acquired
Actual (1) Properties (2) Pro forma
-------------- ---------------- ---------------
(dollars in thousands, except per share)
<S> <C> <C> <C>
Income
Rentals . . . . . . . . . . . . . $ 3,745 $ 287 $ 4,032
Interest . . . . . . . . . . . . . 60 - 60
-------------- ---------------- ---------------
3,805 287 4,092
Expenses
Property operations . . . . . . . 2,526 135 2,661
Interest . . . . . . . . . . . . . 586 99 685
Depreciation . . . . . . . . . . . 451 21 472
Advisory fee to affiliate . . . . 61 - 61
General and administrative . . . . 158 - 158
-------------- ---------------- ---------------
3,782 255 4,037
-------------- ---------------- ---------------
Net income . . . . . . . . . . . . . $ 23 $ 32 $ 55
============== ================ ===============
Earnings per share
Net income . . . . . . . . . . . . $ - $ .01
============== ===============
Weighted average shares of
beneficial interest outstanding . . 6,960,034 6,960,034
============== ===============
</TABLE>
_______________
(1) Acquisition was effective May 1, 1995. As such, operations of the acquired
properties for the month of May 1995 are included in the Trust's Statement
of Operations for the six months ended May 31, 1995.
(2) Assumes acquisition of Collegewood Apartments, Florida Towers Apartments,
and Jefferson Towers Apartments by the Trust on December 1, 1994, and
accordingly represents operations for the five months ended April 30, 1995.
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<PAGE> 5
VINLAND PROPERTY TRUST
PRO FORMA
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1994
<TABLE>
<CAPTION>
Acquired
Actual Properties (1) Pro forma
--------------- ---------------- ---------------
(Audited) (Unaudited) (Unaudited)
(dollars in thousands, except per share)
<S> <C> <C> <C>
Income
Rentals . . . . . . . . . . . . . $ 6,527 $ 594 $ 7,121
Interest . . . . . . . . . . . . . 319 3 322
--------------- ---------------- ---------------
6,846 597 7,443
Expenses
Property operations . . . . . . . 4,405 342 4,747
Interest . . . . . . . . . . . . . 1,173 239 1,412
Depreciation . . . . . . . . . . . 898 50 948
Advisory fee to affiliate . . . . 157 - 157
Advisory fee to prior advisor . . 75 - 75
General and administrative . . . . 567 - 567
--------------- ---------------- ---------------
7,275 631 7,906
--------------- ---------------- ---------------
Net (loss) . . . . . . . . . . . . . $ (429) $ (34) $ (463)
=============== ================ ===============
Earnings per share
Net (loss) . . . . . . . . . . . . $ (.06) $ (.07)
=============== ===============
Weighted average shares of
beneficial interest outstanding 6,842,638 6,842,638
=============== ===============
</TABLE>
_______________
(1) Assumes acquisition of Collegewood Apartments, Florida Towers
Apartments, and Jefferson Towers Apartments by the Trust on December 1,
1993, and accordingly represents operations for the year ended November
30, 1994.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VINLAND PROPERTY TRUST
By: /s/ JOHN A. DOYLE
John A. Doyle
Chief Financial Officer, Chief Operating
Officer, and Trustee
DATED: July 23, 1995
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<PAGE> 7
VINLAND PROPERTY TRUST
EXHIBIT TO ITS
CURRENT REPORT ON FORM 8-K/A
Dated May 30, 1995
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
------ ----------- ------
<S> <C> <C>
99.0 Audited Combined Statements of Excess of Revenues Over 8
Specific Operating Expenses for each of the three years in the
period ended December 31, 1994, for Collegewood Apartments,
Florida Towers Apartments, and Jefferson Towers Apartments.
</TABLE>
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<PAGE> 1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Trustees of
Vinland Property Trust:
We have audited the accompanying combined statements of excess of revenues over
specific operating expenses (as defined in Note 2) of Collegewood Apartments,
Florida Towers Apartments and Jefferson Towers Apartments (the "Properties")
for each of the two years in the period ended December 31, 1994 and 1993.
These statements are the responsibility of the Properties' management. Our
responsibility is to express an opinion on these statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The accompanying statements were prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission for inclusion
in the Form 8-K of Vinland Property Trust and exclude material amounts, as
described in Note 2, that would not be comparable to those resulting from the
proposed future operations of the Properties.
In our opinion, the combined statements referred to above present fairly, in
all material respects, the excess of revenues over specific operating expenses
(as defined in Note 2) of Collegewood Apartments, Florida Towers Apartments and
Jefferson Towers Apartments for each of the two years in the period ended
December 31, 1994 and 1993 in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Dallas, Texas,
July 14, 1995
<PAGE> 2
Report of Independent Certified Public Accountants
To the Board of Trustees of
Vinland Property Trust
We have audited the accompanying combined statement of excess of revenues over
specific operating expenses (as defined in Note 2) of Collegewood Apartments,
Florida Towers Apartments and Jefferson Towers Apartments (the "Properties")
for the year ended December 31, 1992. This statement is the responsibility of
the Properties' management. Our responsibility is to express an opinion on
this 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission for inclusion
in the Form 8-K of Vinland Property Trust and exclude material amounts, as
described in Note 2, that would not be comparable to those resulting from the
proposed future operations of the Properties.
In our opinion, the statement referred to above presents fairly, in all
material respect, the excess of revenues over specific operating expenses (as
defined in Note 2) of Collegewood Apartments, Florida Towers Apartments and
Jefferson Towers Apartments for the year ended December 31, 1992, in conformity
with generally accepted accounting principles.
Thomas Howell Ferguson, P.A.
Tallahassee, Florida
July 31, 1995
<PAGE> 3
COLLEGEWOOD APARTMENTS, FLORIDA TOWERS APARTMENTS
AND JEFFERSON TOWERS APARTMENTS
COMBINED STATEMENTS OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Four Months
December 31, December 31, December 31, Ended
1992 1993 1994 April 30, 1995
------------ ------------ ----------- --------------
(Audited) (Audited) (Audited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUES:
Rental $562,499 $585,078 $568,189 $223,378
Other 12,440 16,990 18,303 10,423
-------- -------- -------- --------
574,939 602,068 586,492 233,801
OPERATING EXPENSES:
Personnel costs 106,828 99,757 82,198 29,596
Advertising & leasing 7,111 11,554 14,078 4,098
Repairs and maintenance 28,352 31,909 27,546 6,991
Cleaning & decorating 12,826 13,654 16,932 2,251
Service expenses 14,316 15,469 37,303 8,708
Property administration 9,942 8,725 15,231 4,664
Utilities 64,313 73,099 63,481 17,801
Management fees 29,460 30,425 29,754 11,700
Insurance 3,239 3,390 3,777 1,590
Property taxes 55,463 54,480 51,021 17,006
-------- -------- -------- --------
331,850 342,462 341,321 104,405
-------- -------- -------- --------
EXCESS OF REVENUES OVER
SPECIFIC OPERATING EXPENSES $243,089 $259,606 $245,171 $129,396
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these combined statements.
<PAGE> 4
COLLEGEWOOD APARTMENTS,
FLORIDA TOWERS APARTMENTS AND JEFFERSON TOWERS APARTMENTS
NOTES TO COMBINED STATEMENTS
OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSE
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
Description of Properties
Collegewood Apartments, Florida Towers Apartments and Jefferson Towers
Apartments (the "Properties") are three residential apartment properties
located in Tallahassee, Florida. The Properties, located adjacent to Florida
State University, are leased primarily to graduate and undergraduate students,
and contain a total of 162 units, all one bedroom, one bath units containing an
average of approximately 500 square feet.
2. BASIS OF ACCOUNTING:
The accompanying combined statements of excess of revenues over specific
operating expenses are presented on the accrual basis of accounting. These
statements are not intended to be a complete presentation of revenues and
operating expenses for each of the three years in the period ended December 31,
1994, as certain costs such as depreciation and amortization and interest have
been excluded since they are not comparable to the proposed future operations
of the Properties.
3. RELATED-PARTY TRANSACTIONS:
As of December 31, 1994, the Properties were owned by Investors Florida Capitol
Fund II, Ltd. ("IFCF II" or the "Seller"), a Florida limited partnership. On
May 30, 1995, the Properties were acquired by Vinland Property Trust (the
"Trust"). Pursuant to the terms of the Seller's Limited Partnership Agreement,
a majority of the Seller's limited partners approved the sale of the
Properties. The Seller's general partner is Investors General, Inc. ("IGI").
IGI, which owns a 1% general partnership interest in the Seller, is owned by
Investors General Acquisition Corporation ("IGAC"). John A. Doyle, a Trustee,
Chief Financial Officer and Chief Operating Officer of the Trust, is a 62.5%
stockholder of IGAC.
IFCF II entered into a management agreement with Sunchase American, Ltd.
(Sunchase) on October 1, 1994, extending to September 30, 1995. Under the
agreement, IFCF II pays Sunchase 5% of the gross property revenues as the
property management fee. From this fee, Sunchase then remits 1.5% of the gross
property revenues to IGI as an advisory fee.
