UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-14593
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California 33-0104267
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 South El Camino Real, Suite 1100
San Mateo, California 94402-1708
(Address of principal executive offices) (Zip Code)
(650) 343-9300
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Total number of units outstanding as of September 30, 1997: 34,992
Page 1 of 15
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
<TABLE>
<CAPTION>
September 30,
1997 December 31,
(in Liquidation) 1996
Assets
<S> <C> <C>
Investments in real estate:
Rental property, net of accumulated
depreciation of $2,808 at December 31, 1996 $ --- $ 6,301
Rental property held for sale --- 9,490
---------- -----------
Total real estate investments --- 15,791
Cash and cash equivalents 697 773
Accounts receivable, net 39 79
Investment in and advances to unconsolidated joint venture 718 ---
Deferred financing costs and other fees, net of accumulated
amortization of $470 at December 31, 1996 --- 122
Other assets 4 63
---------- -----------
Total assets $ 1,458 $ 16,828
========== ===========
Liabilities and Partners' Equity (Deficit)
Liabilities:
Notes payable $ --- $ 14,773
Accounts payable and accrued expenses 246 127
Interest payable --- 8
Other liabilities --- 58
---------- -----------
Total liabilities 246 14,966
---------- -----------
Partners' equity (deficit):
General Partner (175) (162)
Limited Partners, 34,992 limited partnership
units outstanding 1,387 2,024
---------- -----------
Total partners' equity 1,212 1,862
---------- -----------
Total liabilities and partners' equity $ 1,458 $ 16,828
========== ===========
</TABLE>
See accompanying notes to financial statements.
Page 2 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Operations
(in thousands, except units outstanding and per unit amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
(in Liquidation) (in Liquidation)
1997 1996 1997 1996
------------ ----------- ------------- --------
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 27 $ 569 $ 1,155 $ 1,785
Gain on foreclosure of property 265 --- 265 ---
Interest and other income 9 15 22 55
---------- ---------- --------- ----------
Total revenues 301 584 1,442 1,840
---------- ---------- --------- ----------
Expenses:
Operating, including $69 and $106 paid
to affiliates in the nine months ended
September 30, 1997 and 1996,
respectively 5 185 390 532
Loss on sale of property --- --- 599 ---
Interest --- 364 710 1,086
Depreciation and amortization --- 127 143 380
General and administrative, including
$317 and $353 paid to affiliates in the
nine months ended September 30, 1997
and 1996, respectively 337 141 585 447
---------- ---------- --------- ----------
Total expenses 342 817 2,427 2,445
---------- ---------- --------- ----------
Loss from operations and dispositions
of investments in real estate (41) (233) (985) (605)
----------- ---------- ---------- ----------
Income (loss) in unconsolidated
joint venture 220 (493) 335 (657)
----------- ---------- ----------- ----------
Net income (loss) $ 179 $ (726) $ (650) $ (1,262)
=========== ========== =========== ==========
Net income (loss) per limited partnership
current unit $ 14.23 $ (57.86) $ (51.80) $ (100.58)
=========== ========== =========== ==========
Number of limited partnership current
units outstanding during the period
used to compute net income (loss)
per limited partnership current unit 12,297 12,297 12,297 12,297
========== ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
Page 3 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Partners' Equity(Deficit)
For the nine months ended September 30, 1997 (in Liquidation) and 1996
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Total Total
General Limited Partners Limited Partners'
Partner Current Deferred Growth Partners Equity
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 $ (162) $ 2,024 $ --- $ --- $ 2,024 $ 1,862
Net loss (13) (637) --- --- (637) (650)
----------- ----------- ---------- ---------- ---------- ---------
Balance at September 30, 1997
(in Liquidation) $ (175) $ 1,387 $ --- $ --- $ 1,387 $ 1,212
=========== ========== ========== ========== ========= =========
Balance at December 31, 1995 $ (128) $ 3,714 $ --- $ --- $ 3,714 $ 3,586
Net loss (25) (1,237) --- --- (1,237) (1,262)
---------- ---------- ---------- ---------- --------- ---------
Balance at September 30, 1996 $ (153) $ 2,477 $ --- $ --- $ 2,477 $ 2,324
========== ========== ========== ========== ========= ========
</TABLE>
See accompanying notes to financial statements.
Page 4 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
1997
(in Liquidation) 1996
Cash flows from operating activities:
<S> <C> <C>
Net loss $ (650) $ (1,262)
Adjustments to reconcile net loss to net
cash used for operating activities:
Gain on foreclosure of property (265) ---
Loss on sale of property 599 ---
(Income) loss in unconsolidated joint venture (335) 657
Depreciation and amortization 143 380
Amortization of loan fees, included in interest expense 41 17
Changes in certain assets and liabilities:
Accounts receivable 21 (69)
Deferred financing costs and other fees (112) (250)
Other assets 59 (48)
Accounts payable and accrued expenses 166 (72)
Interest payable 64 58
Other liabilities (58) (7)
----------- ----------
Net cash used for operating activities (327) (452)
----------- ----------
Cash flows from investing activities:
Additions to rental property --- (6)
Payments received on notes receivable from unconsolidated
joint venture --- 200
Increase in notes receivable from unconsolidated
joint venture (383) (375)
----------- -----------
Net cash used for investing activities (383) (181)
----------- -----------
Cash flows from financing activities:
Net proceeds from sale of property 9,054 ---
Net loan proceeds 140 ---
Notes payable principal payments (8,560) (125)
----------- ----------
Net cash provided by (used for) financing activities 634 (125)
---------- ----------
Net decrease in cash and cash equivalents (76) (758)
Cash and cash equivalents at beginning of period 773 1,816
---------- ----------
Cash and cash equivalents at end of period $ 697 $ 1,058
========== ==========
</TABLE>
- continued -
Page 5 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows - continued -
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
1997
(in Liquidation) 1996
Supplemental disclosure of cash flow information:
<S> <C> <C>
Cash paid for interest $ 677 $ 1,011
========== ==========
Supplemental disclosure of refinancing activity:
New financing $ 8,500 $ ---
Original financing paid off in escrow (8,277) ---
Increase in other assets and loan fees (11) ---
Accrued interest expense paid through escrow (72) ---
----------- ----------
Net loan proceeds $ 140 $ ---
========== =========
Supplemental disclosure of property sale:
Sales price $ 9,625 $ ---
Sales commissions and fees (550) ---
Holdback funds for tenant improvements (21) ---
---------- ----------
Net proceeds from sale of property $ 9,054 $ ---
========== =========
Loss on sale of property:
Sales price, net of costs of sale $ 9,075 $ ---
Less: Basis in investment in real estate (9,511) ---
Less: Unamortized deferred financing costs and
other fees (163) ---
----------- ----------
Loss on sale of property $ (599) $ ---
=========== ==========
Gain on foreclosure of property:
Loan amount $ 6,436 $ ---
Less: Basis in investment in real estate (6,199) ---
Plus: Accrued property taxes 47 ---
Less: Accounts receivable, net (19) ---
---------- ----------
Gain on foreclosure of property $ 265 $ ---
========== ==========
</TABLE>
See accompanying notes to financial statements.
Page 6 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1997
(in Liquidation)
(Unaudited)
Note 1. THE PARTNERSHIP
In the opinion of Glenborough Corporation, the managing general partner, the
accompanying unaudited financial statements contain all adjustments (consisting
of only normal accruals) necessary to present fairly the financial position of
Outlook Income/Growth Fund VIII, A California Limited Partnership (the
"Partnership"), as of September 30, 1997 and December 31, 1996, and the related
statements of operations for the three and nine months ended September 30, 1997
and 1996, and the changes in partners' equity (deficit) and cash flows for the
nine months ended September 30, 1997 and 1996.
As of September 30, 1997, the Partnership owned a 50% general partner interest
in Huntington Breakers Apartments, Limited. On October 1, 1997, Huntington
Breakers Apartments, Limited ("the Breakers Partnership") sold the Huntington
Breakers Apartment complex. On October 31, 1997, the Breakers Partnership paid
the Partnership approximately $11,700,000 as repayment of advances, guaranty
payments and preference amounts due to the Partnership.
With the receipt of the funds from the Breakers Partnership, the Partnership
intends to pay off all liabilities, set aside a small amount for potential
future obligations and distribute the remaining cash to its partners in
accordance with the limited partnership agreement. The Partnership plans to
distribute approximately $11,273,000, on November 14, 1997 to its partners. The
planned distributions are as follows: Current Unit holders will receive
approximately $5,961,000 (based on 12,297 units at $484.71 per unit), Deferred
Unit holders will receive approximately $4,083,000 (based on 8,424 units at
$484.71 per unit), the Growth Unit holders will receive approximately $1,116,000
(based on 14,271 units at $78.20 per unit) and the General Partner will receive
approximately $113,000. Upon winding up all the business affairs of the
Partnership, the Partnership will be dissolved.
Basis of Accounting - The accompanying financial statements as of and for the
nine months ended September 30, 1997 are presented on a liquidation basis of
accounting. The accounting during the period of liquidation includes
adjustments, where appropriate, of individual assets and liabilities to their
estimated net-realizable value. No write down was necessary as of September 30,
1997, as assets are stated at or below their expected net-realizable values.
Reclassifications - Certain 1996 balances have been reclassified to conform
to the current year presentation.
Page 7 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1997
(in Liquidation)
(Unaudited)
Note 2. REFERENCE TO 1996 AUDITED FINANCIAL STATEMENTS
----------------------------------------------
These unaudited financial statements should be read in conjunction with the
Notes to Consolidated Financial Statements included in the 1996 audited
financial statements.
Note 3. TRANSACTIONS WITH AFFILIATES
In accordance with the Limited Partnership Agreement, Glenborough Corporation
("Glenborough"), the General Partner, is compensated for management services
provided to the Partnership. Included in operating expenses for the nine months
ended September 30, 1997 and 1996, are the following amounts paid to
Glenborough:
Nine months ended September 30,
1997 1996
-------- ------
Management fees $ 58,000 $ 87,000
Property management salaries 11,000 19,000
------------ ------------
$ 69,000 $ 106,000
============ ============
The Partnership also reimbursed Glenborough for expenses incurred for services
provided to the Partnership such as accounting, investor services, data
processing, duplicating and office supplies, legal and administrative services,
and the actual costs of goods and materials used on behalf of the Partnership.
Glenborough was reimbursed $317,000 and $353,000 for such expenses during the
nine months ended September 30, 1997 and 1996, respectively. These amounts are
included in general and administrative expenses.
During 1997 the Partnership also paid Glenborough a $17,000 refinance fee for
Silver Creek Plaza, a $265,000 disposition fee for Silver Creek Plaza and a
$912,000 disposition fee for the sale of the Huntington Breakers Apartment
complex.
As of September 30, 1997, GPA Ltd., a partnership with the same general partner
as the Partnership, has purchased 2,796 limited partnership units (a 8.0%
interest) from two unaffiliated limited partners.
Note 4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
The Partnership holds an undivided 50% general partner interest in
Huntington Breakers Apartments, Limited. As of September 30, 1997, the Breakers
Partnership owned a 342-unit apartment complex located in Huntington Beach,
California which was completed in March 1986. As stated in Note 1, on October1,
1997, the Breakers Partnership sold the apartment complex for
Page 8 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1997
(in Liquidation)
(Unaudited)
$30,400,000. The sale proceeds were used to payoff the related debt on the
property and settlement and other closing costs. Approximately $11,700,000 of
the net proceeds were used to pay advances, guaranty payments, and preference
amounts due to the Partnership. With the settlement of all liabilities and the
distribution of its assets, the Breakers Partnership will be dissolved.
The Partnership has recognized $335,000 of net income from the Breakers
Partnership during the nine months ended September 30, 1997 which is reflected
in the accompanying 1997 statement of operations. During the nine months ended
September 30, 1997, the Partnership advanced Breakers Partnership $383,000 which
is included in the accompanying balance sheet at September 30, 1997.
Summary condensed balance sheet information as of September 30, 1997 and
December 31, 1996, and condensed statements of operations for the nine months
ended September 30, 1997 and 1996, are as follows (in thousands):
<TABLE>
<CAPTION>
Huntington Breakers Apartments, Limited,
A California Limited Partnership
Balance Sheets
September 30, December 31,
1997 1996
<S> <C> <C>
Net real estate investment, held for sale $ 15,923 $ 15,763
Other assets 559 1,279
------------ ------------
Total assets $ 16,842 $ 17,042
============ ============
Notes payable $ 18,540 $ 19,761
Notes payable to Outlook Income/Growth Fund VIII 1,476 1,014
Other liabilities 1,252 1,078
------------ ------------
Total liabilities 21,268 21,853
------------ ------------
Partners' deficit:
Outlook Income/Growth Fund VIII (2,804) (3,185)
Other Partners, net (1,622) (1,626)
------------- ------------
Total partners' deficit (4,426) (4,811)
------------- ------------
Total liabilities and partners' deficit $ 16,482 $ 17,042
============ ============
</TABLE>
Page 9 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1997
(in Liquidation)
(Unaudited)
Huntington Breakers Apartments, Limited,
A California Limited Partnership
Condensed Statements of Operations
For the nine months ended September 30, 1997 and 1996
1997 1996
---------- --------
Revenues $ 2,769 $ 2,783
Expenses 2,384 3,690
----------- ------------
Net income (loss) $ 385 $ (907)
============ ============
Note 5. DISPOSITION OF PROPERTY
On May 28, 1997, the Partnership sold Silver Creek Plaza, a retail shopping
center located at 1759 East Capitol Expressway in San Jose, California to Summit
Commercial Properties, Incorporated, an unrelated party, for $9,625,000. The
sale proceeds were used to pay off the loan secured by the property in the
amount of $8,500,000 and settlement and other closing costs, including
transaction fees payable to the general partner.
On May 15, 1997, the note payable secured by San Mar Plaza, a shopping center
located at 900 Highway 80 in San Marcos, Texas, matured. Due to unsuccessful
negotiations with the lender to restructure the terms of the debt and
insufficient equity in the Property, the Partnership did not pay off the loan.
On July 1, 1997, title to the San Mar Plaza property was transferred to the
lender pursuant to an agreement between the Partnership and the lender. As of
July 1, 1997, the outstanding loan balance secured by the Property was
$6,436,000 and the net assets approximated $6,171,000.
Note 6. NOTES PAYABLE
On January 22, 1997, the Partnership obtained an $8,500,000 loan from Wells
Fargo Bank and paid off the matured first and second deeds of trust on Silver
Creek Plaza, which had a total outstanding balance of $8,277,000. On May 28,
1997, the $8,500,000 loan was paid off upon the sale of the Silver Creek Plaza
shopping center.
Page 10 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1997
(in Liquidation)
(Unaudited)
Note 7. SUBSEQUENT EVENTS
As stated in Note 4, on October 1, 1997, Huntington Breakers Apartments,
Limited, a joint venture in which the Partnership owned 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 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 $18,500,000 and
settlement and other closing costs. Approximately, $11,700,000 of the net
proceeds were used to pay advances, guaranty payments and preference amounts due
to the Partnership. With the settlement of all liabilities and distribution of
its assets, Huntington Breakers Apartments, Limited will be dissolved.
On October 31, 1997, the Breakers Partnership paid the Partnership approximately
$11,700,000. The Partnership intends to pay off all liabilities, set aside a
small amount for potential future obligations and distribute the remaining cash
to its partners in accordance with the limited partnership agreement. The
Partnership plans to distribute approximately $11,273,000, on November 14, 1997
to its partners. The planned distributions are as follows: Current Unit holders
will receive approximately $5,961,000 (based on 12,297 units at $484.71 per
unit), Deferred Unit holders will receive approximately $4,083,000 (based on
8,424 units at $484.71 per unit), the Growth Unit holders will receive
approximately $1,116,000 (based on 14,271 units at $78.20 per unit) and the
General Partner will receive approximately $113,000. Upon winding up all the
business affairs of the Partnership, the Partnership will be dissolved.
Page 11 of 15
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
On May 28, 1997, the Partnership sold Silver Creek Plaza to an unrelated party
for $9,625,000. The sale proceeds were used to pay off the loan, secured by the
property in the amount of $8,500,000 and settlement and other closing costs,
including transaction fees payable to the general partner.
The loan secured by the San Mar Plaza property matured on May 15, 1997. Due to
unsuccessful negotiations with the lender to restructure the terms of the debt
and insufficient equity in the Property, title to the property was transferred
to the lender pursuant to an agreement between the Partnership and the lender on
July 1, 1997.
As of September 30, 1997, the Partnership owned a 50% joint venture interest in
a 342-unit apartment complex (Huntington Breakers Apartments). On October 1,
1997 the Huntington Breakers Apartment complex sold for $30,400,000. The
Breakers Partnership used the sale proceeds to payoff the first and second deeds
of trusts secured by the property totaling $18,500,000 and other settlement and
closing costs. Approximately, $11,700,000 of the net proceeds were used to pay
advances, guaranty payments and preference amounts due to the Partnership. With
the settlement of all liabilities and distribution of its assets, the Breakers
Partnership will be dissolved.
With the receipt of the funds from the Breakers Partnership, the Partnership
intends to pay off all liabilities, set aside a small amount for potential
future obligations and distribute the remaining cash to its partners in
accordance with the limited partnership agreement. The Partnership plans to
distribute approximately $11,273,000, on November 14, 1997 to its partners. The
planned distributions are as follows: Current Unit holders will receive
approximately $5,961,000 (based on 12,297 units at$484.71 per unit), Deferred
Unit holders will receive approximately $4,083,000 (based on 8,424 units at
$484.71 per unit), the Growth Unit holders will receive approximately $1,116,000
(based on 14,271 units at $78.20 per unit) and the General Partner will receive
approximately $113,000. Upon winding up all the business affairs of the
Partnership, the Partnership will be dissolved.
Results of Operations
The $542,000 and $630,000 decreases in rental income during the three and nine
months ended September 30, 1997 compared to the same periods in 1996 were due to
the sale of Silver Creek Plaza on May 28, 1997 and the transfer of title of San
Mar Plaza to the lender on July 1, 1997.
The $218,000 gain on foreclosure of property included in the Partnership's
September 30, 1997 statement of operations resulted from the transfer of title
of San Mar Plaza to the lender on July 1, 1997.
Page 12 of 15
<PAGE>
Interest and other income decreased by $6,000 and $33,000, respectively, during
the three and nine months ended September 30, 1997 compared to the same periods
in 1996, as a result of a lower average invested cash balance of $635,000 and
$582,000 for the three and nine months ended September 30, 1997 compared to
$867,000 and $1,333,000 for the three and nine months ended September 30, 1996.
During the three and nine months ended September 30, 1997 compared to the three
and nine months ended September 30, 1996, operating expenses decreased by
$180,000 and $142,000, respectively, as a result of the May 28, 1997 sale of
Silver Creek Plaza and the title transfer of San Mar Plaza to the lender on July
1, 1997.
The $599,000 loss on sale of property included in the Partnership's September
30, 1997 statement of operations resulted from the sale of Silver Creek Plaza.
The decrease in interest expense of $364,000 and $376,000 during the three and
nine months ended September 30, 1997 compared to the same periods in 1996, is
primarily due to the pay off of the secured debt upon the sale of Silver Creek
Plaza and the July 1, 1997 San Mar Plaza title transfer.
Due to the cessation of depreciation and amortization on Silver Creek Plaza and
San Mar Plaza, depreciation and amortization decreased by $127,000 and $237,000,
respectively, during the three and nine months ended September 30, 1997 compared
to the same periods in 1996.
During the three and nine months ended September 30, 1997 compared to the same
periods in 1996, general and administrative expenses increased by $196,000 and
$138,000, respectively, as a result of increased legal fees in connection with
the liquidation of the Partnership, offset by lower professional fees
attributable to non-recurring property appraisal fees incurred in 1996.
The income (loss) in unconsolidated joint venture represents the Partnership's
share of income (loss) in the Huntington Breakers Apartments joint venture.
Huntington Breakers Apartments net operating income increased during the nine
months ended September 30, 1997 compared to the same period in 1996, as a result
of the cessation of depreciation on June 1, 1997 when the apartment complex
became classified as a property held for sale, combined with a reduction in
interest expense and the write off of loan fees in 1996 attributable to
financing arrangements obtained in July 1996.
Page 13 of 15
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Partnership is not a party to, nor any of its assets the
subject of, any material pending legal proceedings.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
#27 - Financial Data Schedule
(b) Reports on Form 8-K
On October 15, 1997, the Partnership filed a Current Report on
Form 8-K with respect to the sale of the Huntington Breakers
Apartment complex, the sole asset of Huntington Breakers
Apartments, Limited, in which the Partnership held a 50%
general partner interest.
Page 14 of 15
<PAGE>
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.
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Corporation,
a California corporation
Its Managing General Partner
Date: November 14, 1997 By: /s/ Terri Garnick
------------------
Terri Garnick
Chief Financial Officer
Page 15 of 15
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000771998
<NAME> Outlook Income/Growth Fund VIII
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1.000
<CASH> 697
<SECURITIES> 0
<RECEIVABLES> 39
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 736
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,458
<CURRENT-LIABILITIES> 246
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,212
<TOTAL-LIABILITY-AND-EQUITY> 1,458
<SALES> 0
<TOTAL-REVENUES> 1,777
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,717
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 710
<INCOME-PRETAX> (650)
<INCOME-TAX> 0
<INCOME-CONTINUING> (650)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (650)
<EPS-PRIMARY> 51.80
<EPS-DILUTED> 51.80
</TABLE>
