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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): FEBRUARY 3, 1997
RWB MEDICAL INCOME PROPERTIES 1
LIMITED PARTNERSHIP
(Exact name of Registrant as Specified in its Charter)
LOUISIANA 2-92396 72-1007233
(State or other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
RWB Medical Income Properties 1 Limited Partnership
7000 Central Parkway, Suite 850
Atlanta, Georgia 30328
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 668-1080
(Former name or former address, if changed since last report)
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This Report contains a total of 4 pages.
Exhibit Index appears on page 3.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
RWB Medical Income Properties 1 Limited Partnership (the "Partnership")
entered into an asset Purchase and Sale Agreement effective as of February 3,
1997 (the "Sale Agreement"), by and among the Partnership, RWB Management Corp.,
the managing general partner of the Partnership, and Omega Healthcare Investors,
Inc. ("Omega"). The Sale Agreement calls for the sale to Omega of the
Partnership's interests in its two remaining facilities, Southpoint Manor, a
long-term care facility in Miami Beach, Florida with 230 beds, and Merry Wood
Lodge, a long-term care facility in Elmore, Alabama with 124 beds, and the
personal property and intangible assets related to the operation of these
facilities.
The total sales consideration of $18,600,000 will be reduced by accrued
expenses of $332,795 for vacation pay, sick pay, taxes and trust fund
obligations as provided in the Sale Agreement, by $4,206,082 of closing costs,
brokerage fees, third party settlements and other obligations, and by $893,333
for the payment of debt, resulting in estimated net proceeds from the sale of
$13,167,790. These estimated net proceeds will be augmented by estimated
current assets in excess of current liabilities of $2,818,245 which will
increase the total amount estimated to be available for distribution to
$15,986,035, which will be distributed to the Limited Partners in three
installments as follows:
1. First Installment. The Limited Partners will receive a check in the
amount of $515 per Unit, payable within 30 business days of the closing and
surrender of Partnership certificates (an anticipated aggregate distribution to
all of the Limited Partners of $11,795,700);
2. Second Installment. A second distribution of approximately $158 per
Unit is anticipated to be made within one year of the closing. This
distribution is primarily attributable to the collection of accounts receivable
in the period subsequent to the closing less the payment of accounts payable and
other liabilities (an anticipated aggregate distribution to all of the Limited
Partners of $3,615,400); and
3. Final Installments. A final distribution of up to $25 per Unit is
anticipated to be made following the expiration of the Partnership's
representations and Warranties to Omega and any additional period required to
finally resolve any claims for indemnification against the Partnership brought
prior to the termination of such period (and anticipated aggregate distribution
to all of the Limited Partners of $574,900).
The closing of the Sale Agreement is subject to a number of conditions,
including the closing of facility acquisition agreements between Omega and three
other affiliated partnerships. The approval of one of the partnerships has
already been obtained and the consents of the others are being solicited
contemporaneously.
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In February 1996, the Partnership retained The Robinson-Humphrey Company,
Inc. ("Robinson-Humphrey"), an investment banking firm, to value the assets of
the Partnership and its affiliates and to advise the Partnership about the
possible sale of its assets and those of the affiliated partnerships.
Subsequently, Robinson-Humphrey was retained to seek potential purchasers of the
Partnership's assets. Robinson-Humphrey advised the Partnership that it would
be more likely to obtain a higher price from a large company with a significant
presence in the nursing home industry, but that such a large company would
likely not be interested in acquiring individual assets, and that the larger the
asset group offered for sale, the higher the price per facility was likely to
be. Accordingly, Robinson-Humphrey solicited indications from those companies
that it believed would be interested in purchasing all of the assets of the
Partnership and its affiliated partnerships. 18 potential purchasers requested
additional information and five of these in due course submitted written
indications of interest. Ultimately, two initial proposals were submitted at
prices deemed appropriate by Robinson-Humphrey, but one was encumbered with
unacceptable terms and conditions. After serious negotiations with the
remaining prospect the effort terminated because of threatened changes in
Alabama's Medicaid reimbursement policy that would have affected all nursing
homes in Alabama. Robinson-Humphrey renewed its efforts and received two
additional proposals of which the Omega proposal was the best.
Exhibits.
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1. The Sale Agreement effective February 3, 1997 (incorporated by
reference from the RWB Medical Income Properties 1 Limited Partnership
Proxy Statement as filed with the Commission on February 8, 1997).
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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 this 18th day
of February by the undersigned hereunto duly authorized.
RWB MEDICAL INCOME
PROPERTIES 1 LIMITED
PARTNERSHIP
By:
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John H. Stoddard
President
RWB Management Corp.
Managing General Partner
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