DEVELOPMENT PARTNERS
8-K, 1998-06-10
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): May 28,1998


                              DEVELOPMENT PARTNERS
                      (A Massachusetts Limited Partnership)
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                  Massachusetts
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                 (State or other jurisdiction of incorporation)

            0-15511                                      04-2895800
    ------------------------                 ---------------------------------
    (Commission File Number)                 (IRS Employer Identification No.)

                  5110 Langdale Way, Colorado Springs, CO 80906
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              (Address of principal executive offices) (Zip Code)

      (Registrant's telephone number, including area code): (719) 527-0544

                                       NA
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

On May 28, 1998, Development Partners (A Massachusetts Limited Partnership) (the
"Partnership") sold L'Auberge Broadmoor, a 108-unit multi-family rental property
in Colorado Springs, Colorado ("Broadmoor"). Broadmoor was sold to G&I Broadmoor
LLC, a Delaware limited liability company unaffiliated with the Partnership. The
purchase price for Broadmoor was $8,300,000, subject to certain customary
adjustments and a $139,000 credit to the purchaser. The Partnership repaid
mortgage financing in the approximate amount of $3,514,880 at closing utilizing
a portion of proceeds from the sale. The Partnership realized net proceeds of
approximately $4,439,400 from the sale of Broadmoor.
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ITEM 5.  OTHER EVENTS

On May 22, 1998, Casabella Associates, a general partnership in which the
Partnership holds a minority interest, sold its only material asset, Casabella,
a 154-unit multi-family rental property in Scottsdale, Arizona. Casabella was
sold to Casabella Condominium Ventures Limited Partnership, a limited
partnership unaffiliated with the Partnership. The purchase price for Casabella
was $11,700,000, subject to certain customary adjustments, and a $120,000 credit
to the purchaser. Mortgage financing in the approximate amount of $6,750,400 was
repaid at closing utilizing a portion of proceeds from the sale. The net
proceeds to Casabella Associates from the sale of Casabella were approximately
$4,570,300, of which the Partnership's share is approximately $388,470.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

        (a)    Financial Statements of Business Acquired.

               Not Applicable.

        (b)    Pro Forma Financial Information.

               Not Applicable.

        (c)    Exhibits.

               10.1 Purchase and Sale Agreement and Escrow Instructions, dated
        January 26, 1998, between the Partnership and DRA Advisors, Inc. relaed
        to the sale of Broadmoor. (Previously filed as Exhibit 10(p) to
        Registrant's Form 10-K for the year ended December 31, 1997 and
        incorporated herein by reference thereto.)

               10.2 Purchase and Sale Agreement and Escrow Instructions, dated
        February 4, 1998, between Casabella Associates and JPR Capital, L.L.C.
        relaed to the sale of Casabella. (Previously filed as Exhibit 10(q) to
        Registrant's Form 10-K for the year ended December 31, 1997 and
        incorporated herein by reference thereto.)


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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 thereunto duly authorized.

                              DEVELOPMENT PARTNERS
                              (A Massachusetts Limited Partnership)

                              By: GP L'Auberge Communities, L.P.,
                                  A California Limited Partnership,
                                  General Partner

                                  By: L'Auberge Communities, Inc., 
                                      its General Partner

                                      By: /s/ EARL C. ROBERTSON
                                          -------------------------------------
                                          Earl C. Robertson, Executive Vice
                                          President and Chief Financial Officer

                               Date: June 10, 1998


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