SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) July 15, 1999
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
(Exact name of registrant as specified in charter)
Massachusetts 0-13520 04-2828131
(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
100 Second Avenue, Needham, MA 02494
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 444-5251
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Item 2. Acquisition or Disposition of Assets.
On July 15, 1999, the Registrant sold its 98% interest as a limited partner (the
"Partnership Interest") in Linden Park Associates Limited Partnership ("Linden
Park") to a limited liability company (the "Purchaser") organized by John L.
Wagner. Mr. Wagner is the local general partner of Linden Park and the principal
owner of the management company engaged by Linden Park to manage its apartment
complex. The Registrant had previously engaged Mr. Wagner to assist with the
workout or liquidation of the Registrant's portfolio of purchase money note
obligations ("PMNs"), incurred when the Registrant made investments in various
Local Limited Partnerships, and Local Limited Partnership interests, which serve
as collateral for the PMNs. The terms of the engagement provide for the payment
to Mr. Wagner of certain fees and expenses. In addition, the Registrant granted
Mr. Wagner an option (the "Option") to acquire the partnership interests of the
Registrant and Liberty LGP Limited Partnership in Linden Park at a purchase
price initially equal to $400,000. The sale of the Partnership Interest was
pursuant to Mr. Wagner's exercise of the Option.
In consideration for the sale of the Partnership Interest, the
Registrant received a cash purchase price of $395,959.60. In connection with the
sale, the Purchaser paid in full the principal and accrued and unpaid interest
on certain promissory notes (the "Notes") issued by Linden Park in connection
with the Registrant's acquisition of the Partnership Interest, thereby releasing
the Registrant from the terms of a pledge agreement, pursuant to which the
partners of Linden Park had pledged their partnership interests, including the
Partnership Interest, as security for the payment of the Notes. The
consideration received by the Registrant for the Partnership Interest was
established under the terms of the Option. The terms of the Option were
determined through arms' length negotiation between the Registrant and Mr.
Wagner.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
The registrant intends to file any pro forma financial information
required pursuant to Article 11 of Regulation S-X on or before September 28,
1999.
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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 thereunto duly authorized.
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
By: TNG Properties Inc.
Managing General Partner
By: /s/ Wilma R. Brooks
Wilma R. Brooks
Chief Financial Officer
Date: July 23, 1999
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