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 14,1997 (July 16,1997)
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California 33-3657 94-3199021
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification 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
This Form 8-K contains a total of 6 pages.
No exhibit required.
Page 1 of 6
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
INVESTMENT IN MARKETABLE SECURITIES:
On July 16, 1997 and July 17, 1997, Glenborough Partners, a California Limited
Partnership ("Partnership"), purchased a total of 40,000 shares of common stock
in Glenborough Realty Trust Incorporated ("GLB") for $909,370 (average price of
$22.734 per share). GLB, an affiliate of the Partnership, is a self-administered
and self-managed real estate investment trust with a diversified portfolio of
158 properties (including properties controlled by associated companies)
consisting of approximately 16 million square feet, spread over 24 states
throughout the country. GLB is publicly traded on the New York Stock Exchange.
The Partnership funded this acquisition with proceeds from a Mid-Peninsula Bank
revolving line of credit which is secured by the Partnership's interest in
Glenborough Properties, the operating partnership of GLB. The revolving line of
credit accrued interest at a rate of 1 percentage point over the Mid-Peninsula
Bank index rate (effective rate of 9.50% at July 17, 1997), and matured
September 8, 1997. The Partnership has subsequently increased the line of credit
an additional $1,500,000 to $6,500,000 and extended its maturity date to
September 8, 1998.
Page 2 of 6
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Item 7. FINANCIAL STATEMENTS.
(b) The following pro forma financial statements represent the
Partnership's balance sheet as of June 30, 1997 and the statement of
operations for the six months ended June 30, 1997 and for the year
ended December 31, 1996, as if the transaction discussed below had
occurred on January 1, 1996.
The pro forma adjustments reflect the acquisition of 40,000 shares of
common stock in GLB as reported in the Partnership's June 30, 1997 Form
10-Q filed with the Securities and Exchange Commission on August 14,
1997.
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Pro Forma Consolidated Balance Sheet
As of June 30, 1997
(in thousands)
Adjustment
for the
acquisition
Historical of GLB Pro Forma
Assets ------------ ------------ ------------
<S> <C> <C> <C>
Land held for investment $ 517 $ --- $ 517
Cash and cash equivalents 160 (10) 150
Marketable securities 475 909 1,384
Notes receivable and other assets 355 --- 355
Deferred financing costs and other fees, net 14 --- 14
Investments in affiliated partnerships 1,956 --- 1,956
Investments in unaffiliated partnerships 1,616 --- 1,616
------------ ------------ ------------
Total assets $ 5,093 $ 899 $ 5,992
============ ============ ============
Liabilities and Partners' Equity
Liabilities:
Notes payable $ 1,663 $ 909 $ 2,572
Accounts payable and other liabilities 36 7 43
------------ ------------ ------------
Total liabilities 1,699 916 2,615
------------ ------------ ------------
Partners' equity:
General partner 399 --- 399
Limited partners 2,995 (17) 2,978
------------ ------------- ------------
Total partners' equity 3,394 (17) 3,377
------------ ------------- ------------
Total liabilities and partners' equity $ 5,093 $ 899 $ 5,992
============ ============ ============
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Page 3 of 6
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<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Pro Forma Consolidated Statement of Operations
For the six months ended June 30, 1997
(in thousands, except per unit data and units outstanding)
Adjustment
for the
acquisition
Historical of GLB Pro Forma
Revenue: ------------ ------------ ------------
<S> <C> <C> <C>
Rental income $ 28 $ --- $ 28
Income from investments in
affiliated partnerships 372 --- 372
Equity in earnings of affiliated partnership 76 --- 76
Dividend, interest and other income 8 26 34
------------ ------------ ------------
Total revenue 484 26 510
------------ ------------ ------------
Expenses:
Operating, including $5 paid to an affiliate 106 --- 106
General and administrative, including $86
paid to an affiliate 191 --- 191
Depreciation and amortization 1 --- 1
Interest expense 143 43 186
Loss on sale of real estate 89 --- 89
------------ ------------ ------------
Total expenses 530 43 573
------------ ------------ ------------
Net loss $ (46) $ (17) $ (63)
============ ============ =============
Net loss per limited partnership unit $ (0.02) $ --- $ (0.02)
============ ============ ============
Distributions per limited partnership unit $ 0.10 $ --- $ 0.10
============ ============ ============
Weighted average number of limited
partnership units outstanding during the
period used to compute net loss and
distributions per limited partnership unit 2,910,899 2,910,899 2,910,899
============ ============ ============
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Page 4 of 6
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<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Pro Forma Consolidated Statement of Operations
For the year ended December 31, 1996
(in thousands, except per unit data and units outstanding)
Adjustment
for the
acquisition
Historical of GLB Pro Forma
Revenue:
<S> <C> <C> <C>
Rental income $ 563 $ --- $ 563
Income from investments in
affiliated partnerships 502 --- 502
Equity in earnings of affiliated partnership 86 --- 86
Dividend, interest and other income 430 36 466
------------ ------------ ------------
Total revenue 1,581 36 1,617
------------ ------------ ------------
Expenses:
Operating, including $47 paid to affiliate 517 --- 517
General and administrative, including
$217 paid to affiliate 316 --- 316
Depreciation and amortization 74 --- 74
Interest expense 427 86 513
Provision for impairment of real estate
held for sale 1,090 --- 1,090
------------ ------------ ------------
Total expenses 2,424 86 2,510
------------ ------------ ------------
Loss before extraordinary item (843) (50) (893)
Extraordinary item:
Gain on forgiveness of debt 125 --- 125
------------ ------------ ------------
Net loss $ (718) $ (50) $ (768)
============ ============ ============
Per Limited Partnership Unit:
Loss before extraordinary item $ (.28) $ (.02) $ (.30)
============ ============ ============
Extraordinary item $ .04 $ --- $ .04
============ ============ ============
Net loss $ (.24) $ (.02) $ (.26)
============ ============ ============
Weighted average number of limited partnership
units outstanding during the period used to
compute net loss per limited partnership unit 2,936,376 2,936,376 2,936,376
============ ============ ============
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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.
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Corporation,
a California corporation
Its Managing General Partner
Date: October 14, 1997 By: /s/ Terri Garnick
Terri Garnick
Chief Financial Officer
Page 6 of 6
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