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Previous: RESOURCES PENSION SHARES 5 LP, SC 14D9/A, 1998-03-04 |
Next: CONECTISYS CORP, NTN 10K, 1998-03-04 |
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) March 3, 1998(February 17, 1998)
-------------------------------
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: (650) 343-9300
--------------
This Form 8-K contains a total of 6 pages.
No exhibit required.
Page 1 of 6
<PAGE>
Item 5. OTHER EVENTS
On February 17, 1998, post-closing contingencies were satisfied for the
completion of the transfer of Glenborough Partners', a California Limited
Partnership (the Registrant's) 25% interest in GRC Airport Associates
("Airport") to Glenborough Properties L.P. ("GPLP"), an affiliated partnership,
for 112,877 limited partnership units in GPLP.
The number of GPLP limited partnership units received by the Registrant in
exchange for the 25% interest in Airport was based on the Registrant's
distributable cash ($3,145,774) from the sale of the Airport property on
February 17, 1998, in accordance with Airport's partnership agreement and the
fair market value of 112,877 GPLP units. The Registrant will record its
investment in the 112,877 GPLP units at its carrying value of its investment in
Airport.
Page 2 of 6
<PAGE>
Item 7. FINANCIAL STATEMENTS
(b) PRO FORMA FINANCIAL INFORMATION
The following pro forma financial statements represent the Registrant's balance
sheet as of September 30, 1997 and the statement of operations for the nine
months ended September 30, 1997 and for the year ended December 31, 1996 as if
the transaction described in Item 5 had occurred on January 1, 1996. These
financials are adjusted for the applicable transactions disclosed on this Form
8-K as well as the Form 8-Ks filed with the Securities and Exchange Commission
on September 24, 1996, April 18, 1997 and July 16, 1997, to arrive at Pro Forma
financial statements.
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Pro Forma Consolidated Balance Sheet
As of September 30, 1997
(in thousands)
Adjustments
for
Historical 8-K Filings Pro Forma
Assets
<S> <C> <C> <C>
Real estate held for sale, net $ --- $ --- $ ---
Land held for investment 517 --- 517
Cash and cash equivalents 396 108 504
Marketable securities, at fair value 1,869 --- 1,869
Deposits in escrow 299 --- 299
Notes receivable 451 --- 451
Investments in affiliated partnerships 1,587 (96) 1,491
Investments in unaffiliated partnerships 3,742 --- 3,742
Investment in management contracts, net 1,817 --- 1,817
Other assets 511 245 756
--------- ---------- ---------
Total assets $ 11,189 $ 257 $ 11,446
========= ========== ==========
Liabilities and Partners' Equity
Liabilities:
Notes payable $ 6,451 $ --- $ 6,451
Accounts payable and other liabilities 463 5 468
--------- ---------- ---------
Total liabilities 6,914 5 6,919
--------- ---------- ---------
Minority interest 410 --- 410
Partners' equity:
General partner 410 6 416
Limited partners 3,455 246 3,701
--------- ---------- ---------
Total partners' equity 3,865 252 4,117
--------- ---------- ---------
Total liabilities and partners' equity $ 11,189 $ 257 $ 11,446
========= ========== ==========
</TABLE>
Page 3 of 6
<PAGE>
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Pro Forma Consolidated Statement of Operations
For the nine months ended September 30, 1997
(in thousands, except per unit data and units outstanding)
Adjustments
for
Historical 8-K Filings Pro Forma
Revenue:
<S> <C> <C> <C>
Rental income $ 28 $ (28) $ ---
Income from management contracts 366 --- 366
Income from investments in
affiliated partnerships 557 108 665
Equity in earnings of investments in partnerships 218 (96) 122
Interest and other income 144 38 182
--------- ---------- ---------
Total revenue 1,313 22 1,335
--------- ---------- ---------
Expenses:
Operating, including $5 paid to an affiliate 379 (108) 271
General and administrative, including $125
paid to an affiliate 535 (2) 533
Depreciation and amortization 31 (1) 30
Interest expense 272 (30) 242
Loss on sale of real estate 89 (89) ---
--------- ----------- ---------
Total expenses 1,306 (230) 1,076
--------- ----------- ---------
Income from operations before minority interest 7 252 259
Minority interest in net loss of consolidated entity 74 --- 74
--------- ---------- ---------
Net income $ 81 $ 252 $ 333
========= ========== =========
Net income per limited partnership unit $ .03 $ .08 $ .11
======== ========== =========
Weighted average number of limited partnership
units outstanding during the period used to
compute net income per limited
partnership unit 2,907,626 2,907,626 2,907,626
============ ============ ===========
</TABLE>
Page 4 of 6
<PAGE>
<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)
Adjustments
for
Historical 8-K Filings Pro Forma
Revenue:
<S> <C> <C> <C>
Rental income $ 563 $ (563) $ ---
Income from investments in
affiliated partnerships 502 102 604
Equity in earnings of investments in partnerships 86 (86) ---
Dividend, interest and other income 430 (240) 190
--------- ----------- --------
Total revenue 1,581 (787) 794
--------- ----------- --------
Expenses:
Operating, including $47 paid to an affiliate 517 (498) 19
General and administrative, including $217
paid to an affiliate 316 (10) 306
Depreciation and amortization 74 (74) ---
Interest expense 427 (258) 169
Provision for impairment of real estate held for sale 1,090 (1,090) ---
--------- ----------- --------
Total expenses 2,424 (1,930) 494
--------- ----------- --------
Income (loss) before extraordinary item (843) 1,143 300
Extraordinary item:
Gain on forgiveness of debt 125 (125) ---
--------- ----------- --------
Net income (loss) $ (718) $ 1,018 $ 300
========== ========== ========
Per Limited Partnership Unit:
Income (loss) before extraordinary item $ (.28) $ .38 $ .10
======== ========== ========
Extraordinary item $ .04 $ (.04) $ ---
======== =========== ========
Net income (loss) $ (.24) $ .34 $ .10
========= ========== ========
Weighted average number of limited partnership
units outstanding during the period used to
compute net income (loss) per limited
partnership unit 2,936,376 2,936,376 2,936,376
========== ========== ==========
</TABLE>
Page 5 of 6
<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, hereunto duly authorized.
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Corporation,
a California corporation
Its Managing General Partner
Date: March 3, 1998 By: /s/ Terri Garnick
-----------------
Terri Garnick
Chief Financial Officer
Page 6 of 6
<PAGE>
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