FORM 8-K - CURRENT REPORT
(As last amended in Rel. No. 34-36968, eff. August 13, 1992.)
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) August 20, 1999
ANGELES PARTNERS XII
(Exact name of registrant as specified in its charter)
California 0-13309 95-3903623
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification
Number)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (864) 239-1000
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Southpointe Apartments located in Bedford Heights, Ohio was sold by the
Registrant on August 6, 1999 to K & D Enterprises, Inc. (the "Purchaser"), an
unrelated party. Pursuant to the Purchase and Sale Agreement, the Purchaser
agreed to assume the mortgage note payable encumbering the property of
$11,000,000 and to pay closing costs of approximately $648,000. Consequently,
the Registrant received nil proceeds relating to this transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma financial information.
The following unaudited pro forma information reflects the operations of the
Partnership for the six months ended June 30, 1999 and 1998, as if Southpointe
Apartments had been sold on January 1, 1998 (in thousands).
1999 1998
Revenues $12,133 $9,922
Expenses 9,220 9,864
Equity in income of joint venture 1,321 28
Income before extraordinary items $ 4,234 $ 86
Equity in extraordinary loss on extinguishment
of debt of joint venture (3) --
Extraordinary loss on extinguishment of debt (556) --
Net income $ 3,675 $ 86
Net income per limited partnership units $ 81.36 $ 1.90
These pro forma adjustments are not necessarily reflective of the results that
actually would have occurred if the sale had been in effect as of and for the
periods presented or what may be achieved in the future.
(c) Exhibits
10.19 Purchase and Sale Agreement between Registrant and K & D Enterprises,
Inc., an Ohio Corporation, dated August 5, 1999.
10.20 Addendum to Purchase Agreement for Angeles Partners XII and K & D
Enterprises, Inc.
SIGNATURE
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.
ANGELES PARTNERS XII
By: Angeles Realty Corporation II
Its Managing General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
Date: August 20, 1999
EXHIBIT 10.19
PURCHASE AGREEMENT
OFFER & SELLER'S ACCEPTANCE
PROPERTY PURCHASER, K&D GROUP, INC. offers to buy the property located at 25000
ROCKSIDE ROAD, City of BEFORD HEIGHTS, County of CUYAHOGA, State of
Ohio and also known as being Perm. Par No. 791-30-012 and being
SOUTHPOINT APARTMENTS and the same more or less but subject to all
legal highways. The property shall include the land, and all
apartment rights, privileges and easements, and all building and
fixtures IN THEIR PRESENT CONDITION, including without limitations,
any of the following which are now on the property; all electrical,
heating, plumbing, and bathroom fixtures, all window and door shades,
blinds, awnings, screens, storm shashes, curtain and drapery rods, all
landscaping, TV antenna, garage door openers and control units, smoke
detectors, security systems and controls (unless leased), built-in
appliances, affixed mirrors, window air conditioning units, satellite
TV reception systems and components, trash compactors, in-ground
sprinkler system, existing carpeting, all office, maintenance,
landscaping equipment and
supplies______________________________________________________________
_____________________________________________________________________.
PRICE PURCHASER agrees to pay for said property the
sum of.................................................$11,000,000
payable as follows:
(a) Earnest money will be paid to BROKER as agent for SELLER, within
three days after acceptance, to be deposited in trust account and
credited against purchase price
.......................................................$ 100,000
(b) Balance of down payment to be deposited in escrow
.......................................................$10,900,000
(c) Proceeds of any mortgage to be secured by PURCHASER in the amount
of............................................. .$11,000,000
(d) NOTE: This offer is contingent upon Purchaser working out
satisfactory terms of release with the current lender. This Offer to
Purchase shall remain in effect for five (5) business days.
FINANCING PURCHASER agrees to make a signed application, in good faith, for a
mortgage loan in an amount not greater than shown in Item 2C above at
a lending institution of his choice within 10 days of acceptance of
this offer. If commitment cannot be obtained within 30 days after the
acceptance of this offer, this contract shall be null and void, and
the SELLER and PURCHASER agree to sign a release authorizing the
Broker and/or Escrow Agent to return the above mentioned earnest money
in full to the PURCHASER.
TITLE SELLER shall furnish a general warranty deed and/or fiduciary deed, if
required, conveying to PURCHASER a marketable title to the property
with the dower rights, if any, released, free and clear of all liens
and encumbrance whatsoever except (a) any mortgage assumed
encroachment as do not materially and adversely affect use or value of
property, (b) zoning ordinances, if any, (c) taxes and assessments,
both general and special, which are a lien by not yet due and payable,
for the current half of the taxable year and thereafter. SELLER shall
also furnish a title guarantee in the amount of the purchase price, as
assurance that there has been conveyed to PURCHASER the title required
to be conveyed hereunder. PURCHASER may obtain Fee Policy of Title
Insurance if he agrees to pay the additional premium, if required. If
the property is torronized, the SELLER shall furnish an owner's
Duplicate Certificate of Title. SELLER, or if applicable, PURCHASER,
shall deposit in escrow, any point-of-sale certificate or occupancy
permits as required by law.
Note: Title Insurance to be paid in full by the Purchaser.
PRORATIONS Purchaser agrees that there will be no prorations except for
taxes currently held by lender.
CLOSING ALL FUNDS AND DOCUMENTS necessary to the completion of this
transaction shall be placed in escrow with any Lending Institution or
Oakwood Title Company AT CLOSING, subject to their standard conditions
of acceptance. In case of conflict between this agreement and the
conditions of escrow acceptance, the terms and conditions of this
agreement will prevail. If a defect in the title appears, SELLER
shall have thirty (30) days after notice to try to remove such defect,
and being unable to do so PURCHASER may agree to accept title subject
to such defect without any reduction in the purchase price, or
terminate this agreement and thereupon receive the return of all
deposits made hereunder. Recording of the deed to occur on or about,
but not before __________________, 19_______ whichever is later.
POSESSION
(see addendum)
SELLER shall deliver possession of the property as described above, in
the same condition as of the date of acceptance, except for ordinary
wear and tear, to PURCHASER on the date of recording of the deed.
CHARGES PURCHASER shall pay through escrow (a) any real estate transfer tax,
(b) the cost of evidence of title required hereunder, (c) the amount
of any special assessments payable by PURCHASER (d) the broker's
commission payable by PURCHASER as hereinafter provided, and ALL of
the escrow fees, PURCHASER shall pay ALL of the escrow fees and all
fees and costs incident to filing the deed and the cost of the making
and recording and mortgage placed on the property of Purchaser.
DAMAGES If any building or other improvements are damaged or destroyed in
excess of 10% of the purchase price prior to the filing of the deed
for record, PURCHASER shall have the option (a) to receive the
proceeds of any insurance payable in connection therewith, along with
any "deductible" amount which shall be paid by SELLER or (b) to
terminate this agreement and to recover all funds theretofore paid.
Risk of loss shall be borne by SELLER until recording of deed.
BINDING
AGREEMENT This property is being purchased in its present physical condition,
the same having been examined by PURCHASER. There have been no
representations, warranties or statements upon which PURCHASER has
relied concerning the condition said permises, the value of the same,
the improvements thereon, the use that can be made of said premises,
or anything concerning the same other than what is included in this
written Purchase Agreement. Upon acceptance, this offer will become
an agreement, binding upon and accruing to the benefit of PURCHASER
and SELLER and their respective heirs, executors, administrators and
assigns.
FINANCIAL
AND PHYSICAL
REVIEW Within ten (10) days after delivery to Purchaser of Seller's
acceptance of this offer, SELLER shall make available to documents
requested by PURCHASER for examination and schedule a suite by suite
and general property inspection. If PURCHASER is dissatisfied with
the document review or property inspection, PURCHASER may notify
SELLER in writing that PURCHASER elects not to proceed with this
transaction if such notice is delivered to SELLER within ten (10) days
after PURCHASER examination and inspection have been completed.
Whereupon the Earnest Money shall be returned to the PURCHASER and the
parties shall stand released of any further obligation each to the
other under this Agreement.
OPERATION SELLER will operate and maintain the Property in the normal course of
business between the date of execution hereof and Closing.
DISCLOSURE SELLER agrees to "Full Disclosure" of all knowledge of notices
and conditions with respect to the property upon acceptance of this
Agreement.
Purchaser________________ Address_________________________________
Purchaser________________ Address_________________________________
Agent_________________ Company Address____________________________
ACCEPTANCE SELLER Hereby accepts the above offer and agrees to pay a total
commission of __________ percent (_____%) of the purchase price
_________ (_______%) to ________________ and
______________ percent (_____%) to ___________ and Escrow Agent as
instructed by irrevocable assignment to pay said commission from the
proceeds SELLER.
SELLER______________________ Address______________________________
SELLER______________________ Phone No._____________ Date__________
SS#_____________________________ SS#______________________________
THIS IS A LEGAL BINDING CONTRACT. IF THE PROVISIONS ARE NOT UNDERSTOOD, LEGAL
ADVICE SHOULD BE OBTAINED.
REALTORS Listing Agent________________ Company________________ Phone_______
Selling Agent________________ Company________________ Phone_______
Exhibit 10.20
ADDENDUM
TO PURCHASE AGREEMENT FOR
Angeles partners xii ("SELLER")
AND K&D ENTERPRISES, INC. ("PURCHASER")
This addendum is hereby made a part of and included in the Purchase
Agreement (the "Agreement"), by and between Seller and Purchaser for the
purchase of the property located at 25000 Rockside Road, Bedford Heights, Ohio
and known as permanent parcel number 791-30-012 (the "Property").
The parties hereby agree to the following revisions to the Agreement:
1. The Section of the Agreement entitled "Disclosure" shall be deleted in its
entirety and replaced with the following:
"Disclosure. To Seller's knowledge, no notice of violation of any applicable
federal, state or local statute, law, ordinance, order, requirement, rule or
regulation affecting the Property, or with respect to the maintenance, use or
occupancy of the Property, has been given by any governmental authority having
jurisdiction over the Property or by any other person entitled to enforce the
same."
2. The parties agree that Seller will not assume or be responsible to pay any
costs or fees whatsoever in connection with the proposed sale of the Property
and that such costs and fees will be the sole responsibility and obligation of
Purchaser. Such costs and fees shall include, without limitation, any and all
costs incurred by Seller relating to the Property, including attorney's fees and
broker's fees, from the date of the signing of the Agreement to the date of the
Closing.
3. The parties further agree that any fees due and owing to Seller's counsel
(Squire, Sanders & Dempsey LLP) shall be paid by Purchaser through escrowed
funds at the Closing.
4. Additionally, the parties agree that if the proposed sale of the Property
is not consummated prior to July 31, 1999, Purchaser will remain liable for any
and all out-of-pocket costs or fees whatsoever incurred by Seller in connection
with the foregoing.
5. The parties agree that the date of the Agreement is May 25, 1999.
6. All other terms and conditions of the Agreement shall remain unchanged and
in full force and effect.
IN WITNESS WHEREOF, the Seller and Purchaser have duly executed duplicate
copies of this Addendum as of the dates set forth below.
SELLER PURCHASER
Angeles Partners XII K&D Enterprises, Inc.
a California limited partnership an Ohio corporation
By: Angeles Realty Corporation II,
a California corporation, its managing
general partner
By: ____________________________________ By:__________________________
Martha R. Carlin, Senior Vice President Douglas E. Price, CEO
Date: ___________________________________ Date:________________________
