VISTA PROPERTIES
8-K, 1996-12-06
REAL ESTATE
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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)    December 6, 1996
                                                  


                                VISTA PROPERTIES
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



       California                      0-11890                13-3179078       
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission          (IRS Employer ID No) 
of incorporation)                    File Number) 


 411 West Putnam Avenue, Greenwich, CT                            06830
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)
                                                               
                                             
                                 (203) 862-7000
- --------------------------------------------------------------------------------
               Registrant's telephone number, including area code



                                 NOT APPLICABLE
          (Former name or former address, if changed since last report) 
<PAGE>



                                VISTA PROPERTIES

                                 Current Report

                                       on

                                    Form 8-K



Item 3.  Receivership

         The mortgage loan on the New York  Property  (the "New York  Mortgage")
         permits the Partnership to defer payment of some or all of the interest
         accrued on the New York Mortgage,  provided,  among other things,  that
         Vista  Properties  (the  "Partnership")  does not defer  interest in an
         amount that at any time exceeds the  aggregate  debt service that would
         have been due for the immediately preceding 84-month period. In August,
         1996, the  Partnership  received notice from the holder of the New York
         Mortgage (the "New York Lender") that the interest  deferred on the New
         York Mortgage  exceeded the  permitted  deferral and that the full debt
         service payment for interest  accrued during August 1996 (in the amount
         of $1,239,200)  would be due and payable on September 1, 1996 and that,
         if such payment was not received, the New York Lender would be entitled
         to  accelerate  the  indebtedness  secured by the New York Mortgage and
         exercise  all  available  remedies  (including  the  commencement  of a
         foreclosure action against the New York Property).  The Partnership did
         not have  sufficient  funds to make the payment on  September  1, 1996,
         and,  in  October,  1996,  the New  York  Lender  declared  the  entire
         outstanding principal balance of $90,160,000, together with all accrued
         and unpaid interest of approximately $104,882,000,  immediately due and
         payable,  and thereafter  commenced an action to foreclose upon the New
         York Property. The total outstanding indebtedness significantly exceeds
         the estimated fair market value of the New York Property.

         The  Partnership  was notified on November 12, 1996 that on November 7,
         1996 the  Supreme  Court of the State of New York in the  County of New
         York  appointed  Darrell  Paster,  of Ferrer,  Paster &  Enriquez  as a
         receiver of all the  earnings,  revenues,  rents,  issues,  profits and
         income with respect to the New York Property during the pendency of the
         foreclosure  action. The Partnership is reviewing the options available
         to it with respect to the New York Property.

         A  foreclosure  of the New York  Property  would  result in adverse tax
         consequences  to  limited  partners.   If  the  New  York  Property  is
         foreclosed  upon,  the  Partnership   estimates  that  as  required  by
         generally accepted accounting  principles,  it will recognize a gain of
         approximately  $97,554,000  ($1,041  per  unit of  limited  partnership
         interest).  In addition,  the  Partnership  estimates that each limited
         partner  would  recognize a taxable  gain of  approximately  $1,499 per
         unit, with no cash available for distribution to the Partners. Any such
         foreclosure  also would have a significant  impact on future  operating
         revenues and expenses and cash flow resulting from operations  would be
         significantly reduced.
<PAGE>



                                   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.



                                            VISTA PROPERTIES
                                       BY:  IR Vista Realty Corp.
                                            Management General Partner






DATE:  December 6, 1996                     /s/Frederick Simon
                                             ------------------
                                               Frederick Simon
                                               Director and President 
                                              (Principal Executive Officer)






DATE:  December 6, 1996                     /s/Jay L. Maymudes
                                            ------------------
                                               Jay L. Maymudes
                                               Vice President, Secretary and 
                                               Treasurer 
                                               (Principal Financial Officer
                                               and Principal Accounting Officer)



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