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) June 13, 1995
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GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
California 0-13448 33-0058349
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(State or other (Commission (IRS Employer
jurisdiction of File Number) I.D. Number)
incorporation)
400 South El Camino Real, Ste. 1100, San Mateo, California 94402
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-- (Address of principal executive offices)
Registrant's Telephone number, including area code: (415) 343-
9300
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(Former name or former address, if changes since last report)
This form 8-K contains a total of 5 pages.
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No Exhibits Required.
Page 1 of 5
Item 2. Acquisition of Real Estate
On January 12, 1995, Glenborough Pension Investors, A California
Limited Partnership (the Registrant) acquired Summerbreeze
Apartments ("the Property"), a 104-unit apartment complex located
at 6742 Clybourn Avenue in North Hollywood, California by a deed-
in-lieu of foreclosure. The Property was formerly owned by
Glenfed Summerbreeze Investors, Ltd. ("Glenfed").
In July 1994, as part of the workout of the notes receivable due
from AFP Partners to the Registrant, the Registrant received a
note secured by a second deed of trust on the Property and an
unsecured note with unpaid balances of principal and accrued
interest aggregating approximately $1,159,000 as of September 30,
1993. The Property was also encumbered by a first deed of trust.
Because the amount of the Glenfed partnership's total debt was
approximately equal to the value of its assets, the Glenfed
partnership had little or no net worth. All the loans became due
September 1, 1994. Since Glenfed elected not to contribute any
capital to its partnership to pay for new financing, the
Registrant agreed to pay Glenfed $150,000 for a deed-in-lieu and
dissolution of its partnership thereby foregoing costs of
foreclosure and receiving title to the Property in a more timely
manner.
On March 28, 1995, the Registrant obtained new financing from two
sources to payoff the original lender and holder of the first
deed of trust on the Property. GPA, West, an affiliate of the
Registrant whose general partner is also Glenborough Realty
Corporation, loaned the Registrant $1,908,000. The note accrued
interest at the rate of 11%, was due on demand and was secured by
a first deed of trust on the Property. In addition, $2,000,000
was obtained from a bank at 2.00% over the lending institution's
index (currently 11.0%) with interest only payments due until
maturity on July 3, 1995. This short-term loan was secured by a
second deed of trust on the property and an assignment of the
Registrant's mortgage on Park Center, a property owned by AFP
Partners. Finally, on May 18, 1994, the Registrant obtained a
$4,000,000 loan from a bank at prime plus 2.0% (currently 11.0%)
with interest-only payments due until maturity on May 15, 1996.
The proceeds from this loan, less loan fees, an appraisal and
environmental fee and closing costs in the amount of $68,000 (out
of which $61,450 was deducted from the total loan funded to reach
a net loan balance of $3,938,500), were used to payoff the
$1,908,000 note due to GPA West and the $2,000,000 short-term
note due to a bank. The new note is secured by a first trust
deed on the Property and a mortgage on the Park 100 buildings
owned by the Registrant.
On the following pages is the pro forma financial information
representing the Registrant's December 31, 1994 balance sheet and
statement of operations for the year ended December 31, 1994,
adjusted to include the balances and operating results of the
acquired property.
Page 2 of 5
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except units outstanding)
Pro Forma
December 31, Pro Forma December 31,
1994 Adjustments 1994
Assets ---------- --------- ----------
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Real estate investments, at cost:
Land $ 6,456 1,847 $ 8,303
Building and improvements, net 12,958 2,153 15,111
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Net real estate investments 19,414 4,000 23,414
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Cash and cash equivalents 382 (367) 15
Accounts receivable, net 106 3 109
Prepaid expenses and other assets 510 12 522
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Total assets $ 20,412 3,648 24,060
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Liabilities and Partners' Equity
(Deficit)
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Accounts payable and accrued expenses 559 46 605
Notes payable - 3,939 3,939
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Total liabilities 559 3,985 4,544
Partners' equity (deficit):
General Partner (55) (3) (58)
Limited Partners, 118,942 limited
partnership units outstanding 19,908 (334) 19,574
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Total partners' equity 19,853 (337) 19,516
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Total liabilities and
partners' equity $ 20,412 3,648 24,060
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Page 3 of 5
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statement of Operations
(in thousands, except units outstanding)
For the Year Ended
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Pro Forma
December 31, Pro Forma December 31,
1994 Adjustments 1994
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Revenues:
Rental $ 4,198 802 5,000
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Total revenues 4,198 802 5,000
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Expenses:
Operating 2,270 368 2,638
General and administrative 314 48 362
Depreciation and amortization 753 283 1,036
Interest - 440 440
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Total expenses 3,337 1,139 4,476
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Net income (loss) $ 861 (337) 524
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Net income (loss) per Equity Unit
"Current Unit" $ 7.16 (2.80) 4.36
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Page 4 of 5
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.
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Realty Corporation,
a California corporation
Managing General Partner
Date: June 13, 1995 By:
Andrew Batinovich
Executive Vice President,
Chief Financial Officer
and Director
Page 5 of 5
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.
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Realty Corporation,
a California corporation
Managing General Partner
Date: June 13, 1995 By: /s/ Andrew Batinovich
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Andrew Batinovich
Executive Vice President,
Chief Financial Officer
and Director
Page 5 of 5
