RANCON INCOME FUND I
8-K, 1999-05-26
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 26, 1999 (May 12, 1999)
                                                    ---------------------------


                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP
                        --------------------------------
             (Exact name of registrant as specified in its charter)


         California                   0-16645                33-0157561
         ----------                 -----------              ----------
        (State or other            (Commission              (IRS Employer
        jurisdiction of             File Number)        Identification Number)
       incorporation or
         organization)


        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
                                                           --------------













                              No exhibit required.




                                  Page 1 of 7
<PAGE>



Item 2.       ACQUISITION OR DISPOSITION OF ASSETS

On May 12,  1999,  the  Partnership  sold one of its real estate  assets,  Aztec
Village Shopping Center,  to an unaffiliated  third party for $1,000,000.  After
paying closing costs,  including commissions and fees, the Partnership added the
net proceeds of approximately $943,000 to its cash reserves.

Item 7.       FINANCIAL STATEMENTS

(b) Pro Forma financial Statements

The following  unaudited  pro-forma  balance sheet as of March 31, 1999 has been
prepared to reflect the sale of Aztec Village  Shopping Center as if the sale of
the  aforementioned  property  had  occurred on March 31,  1999.  The  following
unaudited  pro-forma  statements of operations  for the three months ended March
31, 1999 and the year ended December 31, 1998, have been prepared to reflect the
sale of Aztec Village  Shopping  Center as if such  transaction  had occurred on
January 1, 1998.

The  pro  forma  financial  information  is  unaudited  and is  not  necessarily
indicative  of the  results  which  would have  occurred if the sale of the real
estate  investment  had been  consummated  in the periods  presented,  or on any
particular  date,  nor does it  purport to  represent  the  financial  position,
results of operations, or cash flows for future periods.



                                  Page 2 of 7
<PAGE>



                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                             Pro forma Balance Sheet
                              As of March 31, 1999
                    (in thousands, except units outstanding)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                       Pro Forma
                                                  Historical          Adjustments           Pro Forma
                                                  -----------         -----------         -------------
<S>                                               <C>                 <C>                 <C>
Assets Real estate investments:
   Rental property, net                           $     4,259         $         -         $       4,259
   Rental property held for sale, net                     685                (685)                    -
                                                  -----------         -----------         -------------
         Net real estate investments                    4,944                (685)                4,259

Cash and cash equivalents                                 992                 943                 1,935
Deferred costs, net                                        56                  (7)                   49
Prepaid expenses and other assets                          48                 (24)                   24
                                                  -----------         -----------         -------------

         Total assets                             $     6,040         $       227         $       6,267
                                                  ===========         ===========         =============

Liabilities and Partners' Equity (Deficit)
Liabilities:
   Accounts payable and other liabilities          $      116          $      (12)        $         104
                                                   ----------          ----------         -------------

         Total liabilities                                116                 (12)                  104
                                                  -----------         -----------         -------------

Partners' equity (deficit):
   General Partner                                       (183)                  5                  (178)
   Limited Partners, 14,555 limited
      partnership units outstanding                     6,107                 234                 6,341
                                                  -----------         -----------         -------------

         Total partners' equity                         5,924                 239                 6,163
                                                  -----------         -----------         -------------

        Total liabilities and partners' equity    $     6,040         $       227         $       6,267
                                                  ===========         ===========         =============
</TABLE>




                                  Page 3 of 7
<PAGE>




                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                        Pro forma Statement of Operations
                    For the three months ended March 31, 1999
          (in thousands, except units outstanding and per unit amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Pro Forma
                                                       Historical         Adjustments          Pro Forma
                                                      -----------         -----------         -------------
<S>                                                   <C>                 <C>                 <C>
Revenue:
   Rental income                                      $       252         $       (46)        $         206
   Interest and other income                                    5                   -                     5
                                                      -----------         -----------         -------------

         Total revenue                                        257                 (46)                  211
                                                      -----------         -----------         -------------

Expenses:
   Operating                                                   93                 (18)                   75
   Depreciation and amortization                               49                  (1)                   48
   General and administrative                                  68                   -                    68
                                                      -----------         -----------         -------------

         Total expenses                                       210                 (19)                  191
                                                      -----------         -----------         -------------

Net income                                            $        47         $       (27)         $         20
                                                      ===========        =============         ============

Net income per limited partnership unit               $      3.23         $    (1.86)          $       1.37
                                                      ===========         ============         ============

Weighted average  number of limited  partnership
   units outstanding  during the
   period used to compute net income per
   limited partnership unit                                14,555              14,555                14,555
                                                      ===========         ============         ============
</TABLE>






                                  Page 4 of 7
<PAGE>



                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                        Pro forma Statement of Operations
                    For the year ended December 31, 1998
          (in thousands, except units outstanding and per unit amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        Pro Forma
                                                   Historical          Adjustments          Pro Forma
                                                   -----------         ------------        -------------
<S>                                                 <C>                <C>                 <C>
Revenue:
   Rental income                                   $     1,022         $      (146)        $         876
   Interest and other income                                30                   -                    30
                                                   -----------         -----------         -------------

      Total revenue                                      1,052                (146)                  906
                                                   -----------         ------------        -------------

Expenses:
   Operating                                               429                 (69)                  360
   Depreciation and amortization                           175                  (3)                  172
   Provision for impairment of investments
      in real estate                                       451                   -                   451
   General and administrative                              276                   -                   276
                                                   -----------         -----------         -------------

      Total expenses                                     1,331                 (72)                1,259
                                                   -----------         -----------         -------------

Net loss                                           $      (279)        $       (74)        $        (353)
                                                   ============        ============        ==============

Net loss per limited partnership unit              $    (18.96)        $    (5.04)         $     (24.00)
                                                   ============        ===========         =============


Weighted average number of limited partnership
   units outstanding during the period used to
   compute net loss per limited partnership unit        14,555              14,555                14,555
                                                   ===========         ===========         =============
</TABLE>





                                  Page 5 of 7
<PAGE>



                              RANCON INCOME FUND I,
                        A CALIFORNIA LIMITED PARTNERSHIP


The  accompanying Pro Forma Balance Sheet as of March 31, 1999 and the Pro Forma
Statements of Operations  for the three months ended March 31, 1999 and the year
ended December 31, 1998,  reflect the sale of Aztec Village  Shopping Center (as
discussed in Item 2 on page 2) and include the following pro forma adjustments.

The $685,000  decrease in rental  property  held for sale  reflects the net book
value of Aztec Village Shopping Center as of March 31, 1999.

The $24,000 decrease in prepaid  expenses and other assets reflects  collections
of tenant receivables, and reimbursement of prepaid insurance.

The increase in cash  reflects the net cash proceeds upon the sale of the rental
property.

The  decrease  in  rental  income,   operating   expense  and  depreciation  and
amortization  reflect the  operations of Aztec Village  Shopping  Center for the
respective periods.

The Registrant  stopped  depreciating the Aztec Village Shopping Center property
effective  December  31, 1996 upon  classification  of the property as "held for
sale".  Therefore,  there is only a minimal adjustment for amortization  expense
during the periods presented.

The Registrant  recognized a $257,000 gain on the sale of Aztec Village Shopping
Center, which is not reflected in the accompanying unaudited pro forma financial
statements.



















                                  Page 6 of 7
<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.



                              RANCON INCOME FUND I,
                              A CA LIFORNIA LIMITED PARTNERSHIP
                              (Registrant)

                              By:  RANCON INCOME PARTNERS I, L.P.
                                   General Partner

Date:  May 26, 1999           By:  /s/ Daniel L. Stephenson
                                   ------------------------
                                   Daniel L. Stephenson
                                   Director, President, Chief Executive Officer
                                   and Chief Financial Officer of
                                   Rancon Financial Corporation,
                                   General Partner of
                                   Rancon Income Partners I, L.P.














                                  Page 7 of 7




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