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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) January 31, 1996
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University Real Estate Fund 10, Ltd.
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(Exact name of registrant as specified in its charter)
Colorado 0-12651 95-3776748
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
2001 Ross Avenue, Suite 4600, Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 740-2209
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200 Crescent Court, Suite 1300, Dallas, Texas 75201
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(Former name or former address, if changed since last report)
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Item 2. Disposition of Assets.
On January 31, 1996, University Real Estate Fund 10, Ltd. (the "Partnership")
assigned a $640,000 Promissory Note Receivable (the "Note") along with its
accrued interest receivable to Hampton Realty Partners, L.P. ("Hampton"), in
consideration of a reduction in the amount of operating advances payable to
Hampton. Before assigning the Note with its accrued interest to Hampton, the
Partnership owed $2,493,404 in operating advances including accrued interest.
The operating advances were originally advanced by affiliates of the
Partnership's general partner, University Special Partners, Ltd. (the "General
Partner"), and later sold by the General Partner to Hampton in connection with
the Asset Purchase Agreement dated March 9, 1993.
The Note, dated February 24, 1995 and executed by West Washington Associates,
LLC, a Wisconsin Limited Liability Company, originated from the Partnership's
sale of Valley Bank Tower and it was the Partnership's sole remaining asset.
The Note is secured by a letter of credit (the "Letter of Credit") dated March
20, 1995, issued by First Bank (NA), Milwaukee, Wisconsin. In addition to the
assignment of the Note, all right, title and interest of the Partnership to
proceeds payable under (i) the Letter of Credit as security for the Note and
(ii) each and every letter of credit issued to the Partnership in replacement of
or substitution for the Letter of Credit was granted, conveyed, transferred and
assigned by the Partnership to Hampton.
The Partnership received a dollar-for-dollar reduction of accrued interest on
the operating advances totaling $652,099. After receiving the consideration on
January 31, 1996, the Partnership owed to Hampton $1,375,393 in principal and
$465,912 in accrued interest for operating advances.
After the assignment of the Note, the Partnership no longer has any remaining
assets available to sell for cash. Therefore under the terms of the Amended and
Restated Partnership Agreement dated March 8, 1992, the Partnership is
considered to be dissolved and terminated. All remaining cash, $2,027, after
the date of the assignment of the note, has been used to pay creditors of the
Partnership resulting in insufficient funds to pay Promissory Note Holders or
make a distribution to Partnership Unit Holders.
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SIGNATURES
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.
UNIVERSITY REAL ESTATE FUND 10, LTD.
(Registrant)
By: UNIVERSITY SPECIAL PARTNERS, LTD.
General Partner
By: SOUTHMARK INVESTMENT GROUP, INC.,
a General Partner
By: /s/ Glen Adams
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Glen Adams, President
Dated: July 23, 1996
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