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FORM 8-K
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Date of Report (Date of earliest event reported): December 22, 2000
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First Capital Income and Growth Fund - Series XII
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(Exact name of registrant as specified in its charter)
Illinois 0-16888 36-3498223
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(State or other jurisdiction (Commission (IRS Employer Identification
of incorporation) File Number) Number)
2 North Riverside Plaza, Suite 600, Chicago, IL 60606
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(Address of principal executive offices)
Registrant's telephone, including area code: (312) 207-0020
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(Former name or former address, if changed since last report)
This document consists of 3 pages.
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ITEM 5. OTHER EVENT
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As a result of the sale of all Partnership properties and investments,
the Partnership has been terminated pursuant to section 13.1 of the Partnership
Agreement. The General Partner has commenced the winding up of the Partnership
and has caused the certificate of limited partnership of the partnership to be
cancelled. In connection therewith, immediately following the filing of this
Current Report on Form 8-K, the General Partner intends to apply to the
Securities and Exchange Commission to terminate the registration of the Limited
Partnership Assignee Units of the Partnership under the Securities Exchange Act
of 1934, as amended. Unless otherwise defined the terms used herein have the
same meanings ascribed to them in the Partnership Agreement.
Immediately prior to the filing of this Current Report on Form 8-K,
the Partnership's assets consisted of cash and accrued interest receivable
totaling $2,511,100 and certain contingent claims (which are immaterial in
amount). On the dissolution date, the Partnership, will distribute $2,213,100 to
Partners. In addition, the assets will be utilized to satisfy expected future
wind up expenses estimated at approximately $74,200 and other liabilities of
$175,000 (collectively, "Liabilities") and for payment of all contingent and
unforeseen obligations (collectively "Liquidation Costs"). Accordingly, as of
the date of the filing of this Current Report on Form 8-K, the Partnership has
remitted $298,000 to the General Partner, who in turn, has assumed the
Partnership's liabilities as well as Liquidation Costs. In the event that the
Partnership's Liabilities and Liquidation Costs exceed the sum of the amount
paid to the General Partner in cash plus the amounts, if any, ultimately
recovered on the assigned claims, the excess amount will be paid by the General
Partner out of its own funds. Conversely, if the Partnership's liabilities and
Liquidation Costs are less than the cash payment to the General Partner plus any
amounts recovered from the claims, the General Partner will retain the excess
amount.
The General Partner will provide final income tax information to all
Holders during 2001.
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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.
First Capital Income and Growth Fund Series - XII
By: First Capital Financial Corp.,
as General Partner
DATE December 22, 2000 By /s/ Norman M. Field
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Norman M. Field
Vice President/Treasurer
