OUTLOOK INCOME GROWTH FUND VIII
8-K, 1997-10-15
REAL ESTATE
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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):October 15, 1997(October1,1997)


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


         California                0-14593               33-0104267
        (State or other        (Commission              (IRS Employer
        jurisdiction of         File Number)            I.D. Number)
        incorporation)


        400 South El Camino Real, Suite 1100, San Mateo, California 94402
                    (Address of principal executive offices)

Registrant's Telephone number, including area code: (415) 343-9300






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Item 2.       ACQUISITION OR DISPOSITION OF ASSETS

On October 1, 1997, Huntington Breakers Apartments,  Limited, a joint venture in
which Outlook  Income/Growth Fund VIII, A California  Limited  Partnership ("the
Partnership"),  holds a 50% general partner interest,  sold its sole real estate
asset, a 342-unit apartment complex located in Huntington Beach, California. The
342-unit  apartment  complex was sold to Essex  Portfolio,  L.P.,  an  unrelated
party,  for  $30,400,000.  The sale  proceeds  were used to payoff the first and
second  deeds of  trusts,  secured  by the  property  totaling  $16,000,000  and
$2,500,000,  respectively,  and settlement and other closing costs,  including a
$912,000  transaction  fee  payable  to  the  general  partner.   Approximately,
$11,000,000 of the net proceeds will be used to pay advances,  guaranty payments
and  preference  amounts  due  to  the  Partnership.   Upon  settlement  of  all
liabilities and  distribution  of its assets,  Huntington  Breakers  Apartments,
Limited will be dissolved.

Upon  receipt  of the  above-noted  distribution  and  the  satisfaction  of any
liabilities,  the  Partnership  plans  to  disburse  the  remaining  cash to its
partners and liquidate the Partnership.

Item 7.       FINANCIAL STATEMENTS

As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Partnership to provide the financial  statements  required by Item 7 (b)
(1) of Form 8-K. In accordance  with Item 7 (a) (4) of Form 8-K, the Partnership
will file such  financial  statements by  incorporation  into it's September 30,
1997 Form 10-Q to be filed no later than November 14, 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 by the
undersigned, hereunto duly authorized.

                                           OUTLOOK INCOME/GROWTH FUND VIII,
                                           A CALIFORNIA LIMITED PARTNERSHIP


                                  By:      Glenborough Corporation,
                                           a California corporation
                                           Its Managing General Partner



Date:  October 15, 1997          By:      /S/ Terri Garnick
                                          Terri Garnick
                                          Chief Financial Officer




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