SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT 935395882REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) September 2, 1997
PaineWebber Income Properties Eight Limited Partnership
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(Exact name of registrant as specified in its charter)
Delaware 0-17148 04-2921780
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
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(Former name or address, if changed since last report)
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FORM 8-K
CURRENT REPORT
PAINEWEBBER INCOME PROPERTIES EIGHT LIMITED PARTNERSHIP
ITEM 2 - Disposition of Assets
Maplewood Park Apartments, Manassas, Virginia
Disposition Date - September 2, 1997
On September 2, 1997, Maplewood Drive Associates, a joint venture in which
PaineWebber Income Properties Eight Limited Partnership ("the Partnership") had
an interest, redeemed the Partnership's joint venture interest for $325,000. As
previously reported, the mortgage debt secured by the Maplewood Park Apartments
was provided with tax-exempt revenue bonds issued by a local housing authority.
The bonds are secured by a standby letter of credit issued to the joint venture
by a bank. The letter of credit, which is scheduled to expire in October 1998,
is secured by a first mortgage on the venture's operating property. The revenue
bonds bear interest at a floating rate that is determined daily by a remarketing
agent based on comparable market rates for similar tax-exempt obligations. In
addition, the venture is obligated to pay a letter of credit fee, a remarketing
fee and a housing authority fee under the terms of the financing agreement. The
operating property produces excess net cash flow after the debt service and
related fees due under the terms of the bond financing arrangement because of
the low tax-exempt interest rate paid on the bonds. However, as part of the
joint venture agreement the Partnership's co-venture partner receives a
guaranteed cash distribution on a monthly basis to the extent that the interest
cost of the venture's debt is less than 8.25% per annum. Conversely, the
co-venture partner is obligated to contribute funds to the venture to the extent
that the interest cost exceeds 8.25%. Over the past three years, the interest
rate differential distributions to the co-venturer under the foregoing
arrangement have averaged $189,000 per year. These payments to the co-venturer
have resulted in cash flow deficits for the joint venture in each of the past
several years. Since all of the economic benefits of the Maplewood joint venture
currently accrue to the co-venture partner in the form of the interest rate
differential payments described above, management concluded that continued
funding of the venture's annual cash flow deficits would not be prudent.
Accordingly, in December 1996, the Partnership informed the co-venturer that it
did not intend to make any further contributions. Subsequently, the Partnership
and the co-venturer entered into negotiations regarding the redemption of the
Partnership's interest. An agreement was reached with the co-venture partner in
August 1997 to sell the Partnership's interest for $325,000, and the transaction
closed on September 2, 1997. Although the $325,000 is substantially less than
the amount of the Partnership's original investment in this joint venture of
$2,563,839, management believes it is fully reflective of the current value of
the Partnership's interest. The current estimated market value of the Maplewood
property, while higher than the property's carrying value, may be at or only
slightly above the amount of the outstanding principal balance owed on the first
mortgage loan. As a result, it is unlikely that the letter of credit underlying
the mortgage loan would be renewed upon its expiration in October 1998 without a
significant additional equity investment. Accordingly, management believes that
the sale of the Partnership's interest in the venture was in the best interests
of the Limited Partners.
ITEM 7 - Financial Statements and Exhibits
(a) Financial Statements: None
(b) Exhibits:
(1) Redemption Agreement by and between Maplewood Drive Associates
and PaineWebber Income Properties Eight Limited Partnership,
dated September 2, 1997.
(2) Second Amendment to Certificate of Partnership dated September 2,
1997.
<PAGE>
FORM 8-K
CURRENT REPORT
PAINEWEBBER INCOME PROPERTIES EIGHT LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAINEWEBBER INCOME PROPERTIES EIGHT LIMITED PARTNERSHIP
(Registrant)
By: /s/ Walter V. Arnold
--------------------
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: September 10, 1997
<PAGE>
REDEMPTION
THIS REDEMPTION (the "Redemption") is made as of September 2, 1997, but
intended to be effective as of September 1, 1997, by and among MAPLEWOOD DRIVE
ASSOCIATES, a Virginia general partnership (the "Partnership"), PAINEWEBBER
INCOME PROPERTIES EIGHT LIMITED PARTNERSHIP, a Delaware limited partnership
("PWIP"), and MAPLEWOOD DRIVE LIMITED PARTNERSHIP, a Virginia limited
partnership ("MDL").
RECITALS
WHEREAS, PWIP and MDL are general partners of the Partnership, and Robert
W. Schaberg is to be admitted as a general partner simultaneously with the
withdrawal of PWIP;
WHEREAS, PWIP desires to liquidate its interest in the Partnership, and
the Partnership desires to liquidate PWIP's interest therein, on the terms and
conditions herein set forth;
WHEREAS, MDL has executed this Redemption solely for the purpose of
acknowledging the Redemption transaction and agreeing to be bound by the release
and indemnification provisions set forth in the third paragraph of Section
1.01(a);
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
hereinafter contained, the parties hereby agree as follows:
1. Redemption.
1.01 Redemption.
(a) PWIP hereby assigns all its right, title and interest under the
Partnership to the Partnership in exchange for a cashier's check made by the
Partnership that is payable to the order of "PaineWebber Income Properties Eight
Limited Partnership" in the amount of $325,000, the receipt of which is hereby
acknowledged. The parties intend for the Redemption to be treated for federal
income tax purposes as a liquidation of PWIP's interest in the Partnership under
Section 736 of the Internal Revenue Code of 1986, as amended.
This Redemption is an absolute and unconditional redemption of PWIP's
partnership interest by the Partnership. Accordingly, all rights of PWIP in and
to the Partnership, in respect of PWIP's partnership interest being redeemed
hereby and any obligations of PWIP in and to the Partnership, including, but not
limited to, the obligation to make capital contributions or loans to the
Partnership, are hereby terminated in their entirety.
PWIP and the Partnership (and MDL for the purposes of this paragraph),
hereby remise, release, acquit, satisfy and forever discharge each other, of or
from all, and all manner of action or actions, cause and causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and demands
whatsoever, in law or in equity, which such party ever had, now has, or which
any personal representative, successor, heir or assign of such party, hereafter
can, shall or may have, against the other, for, upon or by reason of any matter,
causes or things whatsoever related to the Partnership and the property owned by
the Partnership (the "Released Interests") from and after the date hereof. The
Partnership hereby agrees to indemnify and save harmless PWIP from and against
all claims, loss, costs, damage and reasonable expenses (including, but not
limited to, reasonable attorneys fees) and liabilities incurred by PWIP
resulting from or arising out of the duties or obligations of PWIP with respect
to the Released Interests from and after the date hereof. PWIP hereby agrees to
indemnify and save harmless the Partnership from and against all claims, loss,
costs, damage and reasonable expenses (including, but not limited to, reasonable
attorneys fees) and liabilities incurred by the Partnership resulting from or
arising out of any action of PWIP with respect to the Partnership or its
property prior to the date hereof.
(b) Simultaneously with this Redemption, PWIP shall deliver to the
Partnership a duly executed certification setting forth PWIP's address and
Federal tax identification number and certifying that PWIP is not a "foreign
person" for purposes of the provisions of Section 1445 (as may be amended) of
the Internal Revenue Code of 1986.
(c) Simultaneously with this Redemption, Schaberg shall be admitted as a
partner of the Partnership.
1.02 Amendment of Partnership Documents. The Partnership shall file,
promptly upon this Redemption, with the Clerk of the Circuit Court of Prince
William County, Virginia a Second Amendment to its Certificate of Limited
Partnership in substantially the form attached hereto as Exhibit A.
2. Representations and Warranties of the Partnership. The Partnership
hereby represents and warrants to the other parties hereto as follows:
2.01 Organization. The Partnership is a general partnership duly
organized and validly existing under the laws of the Commonwealth of Virginia,
and has all requisite partnership power and authority to own or lease and
operate its properties and carry on its business as it is now being conducted.
2.02 Authority. The Partnership has full power and authority to
enter into this Redemption. No consents, approvals, orders or authorizations of
any third party, including but not limited to any government, are required for
the execution, delivery or performance of this Redemption by the Partnership.
This Redemption has been duly executed and delivered by, and is the valid, legal
and binding obligation of the Partnership, enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and general principles of equity.
2.03 No Consent. No consent of the government or any third
party is required in connection with the performance by the Partnership of
its obligations hereunder.
2.04 No Brokers. All negotiations relative to this Redemption and
the transactions herein contemplated have been carried on by the Partnership
without the intervention of any other person and in such a manner as to avoid
giving rise to any valid claim against any of the parties hereto for a finder's
fee, brokerage commission, or the like.
3. Representations and Warranties of PWIP. PWIP hereby represents and
warrants to the other parties hereto as follows:
3.01 Organization and Standing. PWIP is a limited partnership duly
organized and validly existing under the laws of the State of Delaware, and has
all requisite partnership power and authority to own or lease and operate its
properties and carry on its business as it is now being conducted.
3.02 Authority. PWIP has full power and authority to enter into this
Redemption, and to sell, transfer and deliver its interest in the Partnership.
No consents, approvals, orders or authorizations of any third party, including
but not limited to any government, are required for the execution, delivery or
performance of this Redemption by PWIP. This Redemption has been duly executed
and delivered by, and is the valid, legal and binding obligation of, PWIP,
enforceable in accordance with its terms except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity.
3.03 Ownership of Partnership Interest. PWIP has good and marketable
title to its Partnership interest, free and clear of all liens, claims and
encumbrances. PWIP has not granted to any other person or entity (other than MDL
and the Partnership pursuant to the Partnership Agreement) an option to purchase
or a right of first refusal in connection with its Partnership interest.
3.04 No Consent. No consent of the government or any third
party is required in connection with the performance by PWIP of its
obligations hereunder.
3.05 No Brokers. All negotiations relative to this Redemption and
the transactions herein contemplated have been carried on by PWIP without the
intervention of any other person and in such a manner as to avoid giving rise to
any valid claim against any of the parties hereto for a finder's fee, brokerage
commission, or the like.
4. Representations and Warranties of MDL . MDL hereby represents and
warrants to the other parties hereto as follows:
4.01 Organization. MDL is a limited partnership duly organized and
validly existing under the laws of the Commonwealth of Virginia, and has all
requisite partnership power and authority to own or lease and operate its
properties and carry on its business as it is now being conducted.
4.02 Authority. MDL has full power and authority to enter into this
Redemption. No consents, approvals, orders or authorizations of any third party,
including but not limited to any government, are required for the execution,
delivery or performance of this Redemption by MDL. This Redemption has been duly
executed and delivered by, and is the valid, legal and binding obligation of
MDL, enforceable in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity.
4.03 No Consent. No consent of the government or any third
party is required in connection with the performance by MDL of its
obligations hereunder.
5. General.
5.01 Governing Laws. This Redemption shall be construed in
accordance with Virginia law.
5.02 Counterparts. This Redemption may be executed in any number of
counterparts and each shall be considered an original, and together they shall
constitute one Redemption.
5.03 Integration. This Redemption and the Exhibit hereto constitute
the entire agreement among the parties with respect to the subject matter
hereof, and supersedes all prior agreements, arrangements and understandings
relating to the subject matter hereof. No covenant or condition not expressed in
this Redemption shall affect or be effective to interpret, change or restrict
this Redemption.
5.04 Headings. The section headings and subheadings contained in
this Redemption are for convenient reference only, and shall not in any way
affect the interpretation of this Redemption.
5.05 Assignment. All of the terms, covenants, representations,
warranties and conditions of this Redemption shall be binding upon, and shall be
to the benefit of and be enforceable by, the parties hereto and their respective
successors, assigns and other legal representatives, but this Redemption and the
rights and obligations hereunder shall not be assigned.
5.06 Expenses. Each party hereto agrees to pay the expenses of its
own counsel and accountants or other advisors with respect to this Redemption
and the transactions contemplated hereby, regardless of whether or not such
transactions are consummated.
5.07 Notices. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be deemed to
have been duly given if in writing and delivered personally, sent prepaid by
Federal Express (or a comparable guaranteed overnight delivery service) or sent
by the United States mail, certified, postage prepaid, return receipt requested,
as follows:
If to the Partnership or MDL:
c/o Amurcon Corporation of Virginia
1001 East Main Street, Suite 1100
Richmond, Virginia 23219
Attn: Robert W. Schaberg
With a copy to:
Jack A. Molenkamp, Esquire
Hunton & Williams
951 East Byrd Street
Riverfront Plaza, East Tower
Richmond, VA 23219
If to PWIP:
c/o PaineWebber Properties Incorporated
Real Estate Advisory and Portfolio Management Group
265 Franklin Street, 16th Floor
Boston, MA 02110
With a copy to:
Andrew C. Sucoff, Esquire
Goodwin Procter & Hoar LLP
Exchange Place
Boston, MA 02109
The parties hereto may change the address to which such communications are
to be directed by giving written notice to the other party in the manner
provided in this Section.
<PAGE>
IN WITNESS WHEREOF, each of the Partnership and PWIP has caused this
Redemption to be executed by its duly authorized representative, all as of the
day and year first above written.
MAPLEWOOD DRIVE ASSOCIATES
By: MAPLEWOOD DRIVE
LIMITED PARTNERSHIP,
a general partner
By: /s/ Robert W. Schaberg
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Robert W. Schaberg, General Partner
PAINEWEBBER INCOME PROPERTIES
EIGHT LIMITED PARTNERSHIP
By: Eighth Income Properties, Inc.,
its Managing General Partner
By: /s/ Steven C. Nason
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Name: Steven C. Nason
Its: Vice President
MAPLEWOOD DRIVE LIMITED
PARTNERSHIP
By: /s/ Robert W. Schaberg
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Robert W. Schaberg, General Partner
<PAGE>
SECOND AMENDMENT TO
CERTIFICATE OF PARTNERSHIP
The undersigned do certify that they, as a partnership, are conducting
business in the County of Prince William, Virginia, and do hereby execute,
acknowledge and file this Second Amendment to a Certificate of Partnership filed
pursuant to Section 50-74 of the Code of Virginia.
PRELIMINARY STATEMENT
1. Maplewood Drive Associates (the Partnership) was formed as a general
partnership under the laws of the Commonwealth of Virginia pursuant
to a Certificate of Partnership dated as of December 1, 1985 (the
Partnership Certificate), which was filed in the Clerk's Office of
the Circuit Court of Prince William County, Virginia on December 19,
1985, in Partnership Book 016, at page 467.
2. The Partnership filed a First Amendment to Certificate of Limited
Partnership dated June 14, 1988, which was filed in the Clerk's
Office of the Circuit Court of Prince William County, Virginia on
June __, 1988, in Partnership Book ___, at page ___.
3. The purpose of this Second Amendment to the Partnership Certificate
is to reflect the withdrawal of PaineWebber Income Properties Eight
Limited Partnership as a general partner and the admission of Robert
W. Schaberg as a general partner.
NOW, THEREFORE, the parties hereto do hereby agree, swear to and
acknowledge as follows:
1. The name of the Partnership is Maplewood Drive Associates.
2. The business of the Partnership is to take any action which is
permitted under the Virginia Uniform Partnership Act and which is
customary or reasonably related to the acquisition, ownership,
development, improvement, operation, management, financing, leasing,
exchanging or otherwise encumbering or disposing of the Maplewood
Park Apartments apartment complex and the real property on which the
apartment complex is located.
3. The location of the place of business of the Partnership is 1001 East
Main Street, Suite 1100, Richmond, Virginia 23219.
4. The name and address of each partner of the Partnership is as
follows:
Partner: Address:
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Maplewood Drive Limited c/o Amurcon Corporation of
Partnership Virginia
1001 East Main Street
Suite 1100
Richmond, VA 23219
Robert W. Schaberg c/o Amurcon Corporation
of Virginia
1001 East Main Street
Suite 1100
Richmond, VA 23219
5. The Partnership shall continue until January 1, 2024 unless extended
or earlier terminated in accordance with applicable law or the terms
of the First Amended and Restated Partnership Agreement of Maplewood
Drive Associates dated September __, 1997, a copy of which is
maintained at the principal place of business of the Partnership.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Partnership Certificate to be executed as of the _____ day of September, 1997.
GENERAL PARTNERS:
MAPLEWOOD DRIVE LIMITED PARTNERSHIP, a
Virginia limited partnership
By:
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Robert W. Schaberg,
as General Partner
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Robert W. Schaberg
COMMONWEALTH OF VIRGINIA, state at large; to-wit;
The foregoing instrument was sworn to and acknowledged before me this
_____ day of __________, 1997, by Robert W. Schaberg, as General Partner of
Maplewood Drive Limited Partnership, a Virginia limited Partnership, and in his
individual capacity.
My commission expires: _________________
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Notary
