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) September 24, 1996
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GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
California 33-3657 94-3199021
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
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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Not Applicable
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(Former name or former address, if changes since last report)
This form 8-K contains a total of 6 pages.
No Exhibits Required.
Page 1 of 6
Item 2. Disposition of Real Estate
On September 24, 1996, Glenborough Partners, A California Limited
Partnership (the "Partnership") sold GPA Bond, L.P., a subsidiary
partnership whose sole limited partner was the Partnership, to
Glenborough Properties, L.P. ("Properties") in exchange for
26,067 limited partnership units in Properties. Properties is
the operating partnership of Glenborough Realty Trust
Incorporated, a real estate investment trust managed by
affiliates of the Partnership.
Since the Partnership does not possess significant influence over
Properties and owns units which equate to only a 14% interest in
Properties, the Partnership accounts for this investment using
the cost method.
Page 2 of 6
Item 7. Financial Statements and Exhibits
(b) The following is the Pro Forma balance sheet
(unaudited) of Glenborough Partners, a California
Limited Partnership, at June 30, 1996 (in thousands):
June 30, Adjustment
1996 for the Pro Forma
as disposition June 30,
reported of GPA Bond 1996
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Assets
-------
Real estate investments, at cost:
Land $ 483 $ (483) $ ---
Building and improvements 2,781 (2,781) ---
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3,264 (3,264) ---
Less: accumulated depreciation (114) 114 ---
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Net real estate investments 3,150 (3,150) ---
Real estate held for sale, net 4,315 --- 4,315
Other assets:
Cash and cash equivalents 1,060 (17) 1,043
Receivables 26 (3) 23
Deferred financing and other fees 55 (52) 3
Prepaid expenses and other assets 31 (1) 30
Investment in unconsolidated joint
ventures 1,048 --- 1,048
Investment in affiliated partnerships 299 --- 299
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Total assets $ 9,984 $ (3,223) $ 6,761
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Liabilities and Partners' Equity
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Labilities:
Notes payable 5,022 (2,822) 2,200
Accounts payable and accrued
expenses 197 (60) 137
Deposits and other liabilities 135 (29) 106
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Total liabilities 5,354 (2,911) 2,443
Partners' equity:
General Partner 422 (7) 415
Limited Partners 4,208 (305) 3,903
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Total partners' equity 4,630 (312) 4,318
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Total liabilities and partners'
equity $ 9,984 $ (3,223) $ 6,761
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Page 3 of 6
The following are the Pro Forma income statements (unaudited) of
Glenborough Partners, a California Limited Partnership, for the six months
ended June 30, 1996 and the year ended December 31, 1995 (in thousands):
For the Pro Forma
six months for the
ended Adjustment six months
June 30, for the ended
1996, disposition June 30,
as reported of GPA Bond 1996
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Revenues:
Rental income $ 385 $ (256) $ 129
Income from investment in
affiliated partnerships 162 8 170
Interest and other income 242 (1) 241
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Total revenues 789 (249) 540
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Expenses:
Operating, including $16 paid
to affiliates in the pro forma for
the six months ended June 30, 1996 301 (114) 187
General and administrative,
including $108 paid to affiliates
in the pro forma for the six months
ended June 30, 1996 154 (3) 151
Depreciation and amortization 55 (47) 8
Interest expense 235 (129) 106
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Total expenses 745 (293) 452
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Income before other income 44 44 88
Other income:
Equity income on investment in
unconsolidated joint ventures 34 --- 34
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Net income $ 78 $ 44 $ 122
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Net income per limited partnership
unit $ 0.03 $ 0.01 $ 0.04
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Page 4 of 6
- continued -
For (A) Pro Forma
the year Adjustment Adjustment for the
ended for the for the year
Dec 31, disposition disposition ended
1995 of GPA of GPA Dec 31,
as reported Industrial Bond 1995
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Revenues:
Rental income $ 2,967 $(2,101) $ (614) $ 252
Income from investment in
affiliated partnerships --- 324 16 340
Interest and other income 337 (6) (17) 314
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Total revenues 3,304 (1,783) (615) 906
Expenses:
Operating, including $37
paid to affiliates in the
pro forma for the year
ended December 31, 1995 625 (66) (252) 307
General and administrative,
including $291 paid to
affiliates in the pro
forma for the year
ended December 31, 1995 521 (4) (4) 513
Depreciation and
amortization 969 (305) (87) 577
Interest expense 1,825 (1,326) (278) 221
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Total expenses 3,940 (1,701) (621) 1,618
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Income/(loss) before other
income/(expenses) (636) (82) 6 (712)
Other income/(expenses):
Equity loss on investment
in unconsolidated joint
ventures (45) --- --- (45)
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Net income (loss) $ (681) $ (82) $ 6 $ (757)
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Net loss per limited
partnership unit $ (0.22) $ (0.03) $ --- $ (0.25)
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Note (A): On December 31, 1995, GPA Industrial, L.P. was contributed to an
affiliated partnership in exchange for units in the acquiring partnership.
Page 5 of 6
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 PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Corporation,
a California corporation
Its Managing General Partner
Date: October 9, 1996 By: /s/ Terri Garnick
TERRI GARNICK
Senior Vice President,
Chief Financial Officer
Page 6 of 6
