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): November 15, 1996
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 0-13473 04-2830750
(State of (Commission (IRS Employer
Organization) File No.) Identification No.)
200 Berkeley Street
Boston, MA 02117 (800) 722-5457
(Address of principal executive (Registrant's telephone
offices, including zip code) number, including area
code)
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 4 pages
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JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
ITEM 5 - Other Information
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Letter to Limited Partners
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The following letter was distributed by the John Hancock Properties Limited
Partnership (the "Partnership") on November 15, 1996:
NOVEMBER 15, 1996
TO THE LIMITED PARTNERS OF
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP:
This report summarizes the final cash distribution and liquidation of the
John Hancock Properties Limited Partnership (the "Partnership") and
provides unaudited financial statements for the nine months ended September
30, 1996. A summary of cash distributions and estimated tax savings to the
Limited Partners since the inception of the Partnership appears below in
the paragraph captioned "Projected Benefits".
LIQUIDATION AND TERMINATION OF THE PARTNERSHIP
On December 29, 1995, the Partnership sold its last remaining property, the
Fisherman's Village Apartments, which resulted in the termination of the
Partnership's operations. On January 17, 1996, the Managing General
Partner distributed cash in the amount of $658,620, or $30 per unit of
limited partnership interest ("Unit"), to the Limited Partners from the
Partnership's net assets and established a reserve for contingencies with
the remaining balance of the Partnership's net assets, as permitted by, and
in accordance with, the terms of the Amended Agreement of Limited
Partnership (the "Partnership Agreement"). The reserve for contingencies
was to be used to fund any liabilities that might have arisen. The
Managing General Partner has determined that all liabilities have been
resolved and that the remaining net assets are available for distribution
to the Limited Partners. Accordingly, mailed with this report to the
Limited Partners is a distribution in the aggregate amount of $993,638, or
$45.26 per Unit. This final distribution of the Partnership's net assets,
made in accordance with the terms of the Partnership Agreement, results in
the liquidation and termination of the Partnership.
Also mailed with this report is a copy of the Partnership's Certificate of
Cancellation, which the Managing General Partner filed with the
Massachusetts office of the Secretary of State effective November 15, 1996.
The Units will also be de-registered with the Securities and Exchange
Commission (the "S.E.C."), in accordance with federal securities laws.
Therefore, the Partnership will no longer be required to file periodic
reports with the S.E.C. During February 1997, the Managing General Partner
will deliver a report to the Limited Partners with respect to the 1996
fiscal year, in accordance with the Partnership Agreement. A final
Schedule K-1 for the Partnership will also be provided to each Limited
Partner during February 1997 with information for preparing your 1996
income tax return.
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FINANCIAL RESULTS
As a result of the sale of the Partnership's last remaining property on
December 29, 1995 and, therefore, the termination of the Partnership's
operations, the financial statements at and for the nine months ended
September 30, 1996 and at December 31, 1995, presented in the attached
Report on Form 10-Q, have been prepared on a basis of accounting which
requires that all non-liquid assets be stated at their estimated net
realizable value and all liabilities at their estimated settlement amounts.
The net assets of the Partnership totaled approximately $993,000 as of
September 30, 1996, representing total assets less total liabilities.
Since December 31, 1995, the Partnership's net assets have decreased by
approximately $734,000. This decrease is primarily due to the Partnership
having distributed cash of approximately $659,000 to the Limited Partners
and to expenses incurred relating to the administration of the Partnership.
On January 3, 1996, the Partnership paid the outstanding principal balance
and all accrued and unpaid interest on the mortgage indebtedness held by
the Managing General Partner, in the aggregate amount of $8,201,558, with
funds provided by the sale of its last property, the Fisherman's Village
Apartments.
Effective April 29, 1996, the Managing General Partner agreed to release
the judgment held by the Partnership against the seller of the Waterford
Apartments (the "Obligor"). The Partnership held a judgment against the
Obligor in the amount of $305,489; however, after a detailed review of the
Obligor's financial condition and representations and assurances made by
the Obligor that he had insufficient assets with which to satisfy the
judgment, the Managing General Partner released the judgment in exchange
for a one-time cash payment of $35,000.
PROJECTED BENEFITS
Actual cash distributions and estimated tax savings, based upon the
assumptions set forth below, the Limited Partners may have received in
connection with their investment in the Partnership from its inception
through its liquidation total approximately $13,920,000, or $634 per Unit.
This amount includes total cash distributions of approximately $5,360,000,
or $244 per Unit (including distributions of $852,912, or $38.85 per Unit,
made during June 1990, $2,854,020, or $130.00 per Unit, made in August
1995, $658,620, or $30.00 per Unit, made in January 1996 and $993,638, or
$45.26 per Unit, made in November 1996), and estimated tax savings of
approximately $8,560,000, or $390 per Unit. Estimated tax savings are
based upon the assumption that the Limited Partners are in the highest tax
bracket, have other passive income and made their full capital contribution
on the Partnership's first admission date. Limited Partners should consult
their tax advisors with respect to their individual tax situations.
Should you have any questions regarding your investment in the Partnership,
please contact the Investor Service Representatives at 1-800-722-5457.
Sincerely yours,
JOHN HANCOCK REALTY EQUITIES, INC.
General Partner
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JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized, on the 15th day of
November, 1996.
John Hancock Properties Limited Partnership
By: John Hancock Realty Equities, Inc.
Managing General Partner
By: WILLIAM M. FITZGERALD
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William M. Fitzgerald
President
By: RICHARD E. FRANK
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Richard E. Frank
Treasurer (Chief Accounting Officer)
