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UNITED STATES
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
October 22, 1999
CAPITAL INCOME PROPERTIES-C LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
District of Columbia
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(State or other jurisdiction of incorporation)
0-14513 52-1420605
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(Commission File Number) (IRS Employer Identification No.)
11200 Rockville Pike, Rockville, Maryland 20852
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(Address of principal executive offices) (Zip Code)
(301) 468-9200
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(Issuer's telephone number, including area code)
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CAPITAL INCOME PROPERTIES-C LIMITED PARTNERSHIP
FORM 8-K
OCTOBER 22, 1999
TABLE OF CONTENTS
Page
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Item 2. Disposition of Assets . . . . . . . . . . . . . . . 1
Item 5. Other Events . . . . . . . . . . . . . . . . . . . 1
Item 7. Financial Statements and Exhibits . . . . . . . . . 1
(b) Pro Forma Financial Information (unaudited) . 1
(c) Exhibits . . . . . . . . . . . . . . . . . . . 2
Signature . . . . . . . . . . . . . . . . . . . . 4
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ITEM 2. DISPOSITION OF ASSETS
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In accordance with its partnership agreement, Capital Income Properties-C
Limited Partnership ("CIP-C") is in the process of dissolution.
CIP-C's business purpose, as described in Article III of CIP-C's Agreement
and Second Amended Certificate of Limited Partnership (the "Partnership
Agreement"), is to invest in real estate by acquiring and holding a limited
partner interest in Bethesda Metro Center Limited Partnership, a Maryland
limited partnership ("BMCLP"). On August 20, 1999, CIP-C issued a definitive
proxy statement soliciting approval of the Limited Partners of CIP-C for CIP-C's
consent to the sale of BMCLP's ownership interest in the Bethesda Metro Center
Development and BMCLP's leasehold interest in the land upon which the Bethesda
Metro Center is built (collectively, the Development). CIP-C received majority
approval of the Limited Partners, and accordingly provided consent to the sale.
On October 21, 1999, BMCLP closed on the sale of its interest in the
Development. The purchaser of the Development was Blackstone Real Estate
Acquisitions III, LLC ("Blackstone"), an unaffiliated entity. The sale price
was approximately $118.5 million. The cash sales proceeds to CIP-C of
$19,214,450 were received on October 22, 1999.
ITEM 5. OTHER EVENTS
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In accordance with the definitive proxy statement issued by CIP-C on August
20, 1999, CIP-C will distribute $18,749,832 to the Limited Partners of record as
of August 1, 1999. Originally, there were 600 outstanding units of Limited
Partner interest in CIP-C (each, a "Unit"). Of the 600 Units, three holders of
an aggregate of 3.667 Units defaulted on their capital contribution installment
payments, and therefore, pursuant to the Partnership Agreement, have lost all
rights, privileges and benefits as Limited Partners, including distribution
rights. Accordingly, CIP-C will distribute the $18,749,832 among 596.333 Units,
or $31,441.88 per Unit, less Maryland state income tax withholdings for those
individual Limited Partners who are not residents of Maryland. The distribution
checks will be mailed to Limited Partners on November 10, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(b) Pro Forma Financial Information (unaudited).
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The unaudited pro forma balance sheet and unaudited pro forma
statement of operations, as required pursuant to Article 3 of
Regulation S-X, have not been included herein since, subsequent to the
disposition of assets described in Item 2 hereof, CIP-C neither holds
an interest in real estate nor has any related operations.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - Continued
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(c) Exhibits (listed according to the number assigned in the table
-------- in Item 601 of Regulation S-K).
Exhibit No. 4. - Instruments defining the rights of security holders,
including indentures.
a. Second Amended Certificate and Limited Partnership Agreement of
Capital Income Properties-C Limited Partnership (Incorporated by
reference from Exhibit 4 to Registrant's Regulation D filing as
amended, dated October 1, 1985)
b. Bethesda Metro Center Limited Partnership Indemnification and
Hold Harmless Agreement dated July 1, 1987 (Incorporated by
reference to the 1987 Annual Report on Form 10-K filed on March
30, 1988)
c. Bethesda Metro Center Limited Partnership Second Amendment to
Second Restated Certificate and Agreement of Limited Partnership
dated July 1, 1987 (Incorporated by reference to the 1987 Annual
Report on Form 10-K filed on March 30, 1988)
d. Bethesda Metro Center Limited Partnership Second Restated
Agreement of Limited Partnership (related to Second Amendment to
Restated Certificate of Limited Partnership) (Incorporated by
reference to the 1992 Annual Report on Form 10-K filed on April
15, 1993)
e. Bethesda Metro Center Limited Partnership Second Restated
Certificate and Agreement of Limited Partnership (Incorporated by
reference to the 1992 Annual Report on Form 10-K filed on April
15, 1993)
f. Bethesda Metro Center Limited Partnership Third Amendment to the
Second Restated Certificate and Agreement to Limited Partnership
(Incorporated by reference to the 1992 Annual Report on Form 10-K
filed on April 15, 1993)
g. Bethesda Metro Center Limited Partnership Amended and Restated
Promissory Note (Incorporated by reference to the 1994 Annual
Report on Form 10-K filed on March 31, 1995)
h. Bethesda Metro Center Limited Partnership Amended and Restated
First Leasehold Deed of Trust and Security Agreement
(Incorporated by reference to the 1994 Annual Report on Form 10-K
filed on March 31, 1995)
i. Bethesda Metro Center Limited Partnership Assignment of Rents and
Leases (Incorporated by reference to the 1994 Annual Report on
Form 10-K filed on March 31, 1995)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - Continued
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j. Bethesda Metro Center Limited Partnership Amended and Restated
Second Deed of Trust Note (Incorporated by reference to the 1994
Annual Report on Form 10-K filed on March 31, 1995)
k. Bethesda Metro Center Limited Partnership Loan Agreement
(Incorporated by reference to the 1994 Annual Report on Form 10-K
filed on March 31, 1995)
l. Bethesda Metro Center Limited Partnership Amended and Restated
Second Leasehold Deed of Trust and Security Agreement
(Incorporated by reference to the 1994 Annual Report on Form 10-K
filed on March 31, 1995)
m. Bethesda Metro Center Limited Partnership Second Assignment of
Rents and Leases (Incorporated by reference to the 1994 Annual
Report on Form 10-K filed on March 31, 1995)
n. Collateral Assignment of Partnership Interests Bethesda Metro
Center Limited Partnership (Incorporated by reference to the 1994
Annual Report on Form 10-K filed on March 31, 1995)
o. Bethesda Metro Center Limited Partnership Amended and Restated
Escrow Agreement (Incorporated by reference to the 1994 Annual
Report on Form 10-K filed on March 31, 1995)
p. Bethesda Metro Center Limited Partnership First Allonge to Non-
negotiable Non-recourse Purchase Money Promissory Note
(Incorporated by reference to the 1994 Annual Report on Form 10-K
filed on March 31, 1995)
Exhibit No. 99. - Additional Exhibits.
a. Definitive Proxy Statement for special meeting of limited
partners to be held on September 22, 1999, dated August 20, 1999.
(Incorporated by reference thereto.)
The remaining exhibits are omitted because they are not applicable or
are not required.
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SIGNATURE
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.
CAPITAL INCOME PROPERTIES-C LIMITED PARTNERSHIP
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(Registrant)
by: C.R.I., Inc.
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Managing General Partner
November 5, 1999 by: /s/ Michael J. Tuszka
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Date Michael J. Tuszka
Vice President
and Chief Accounting Officer
(Principal Financial Officer
and Principal Accounting Officer)
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