UNITED STATES
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) December
21, 1995
National Capital Management Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-16819 94-3054267
(State or other jurisdiction (Commission
(I.R.S. Employer
of incorporation) File Number) Identification
No.)
50 California Street, San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 989-
2661
(Former name or former address, if changed from last report.)
FORM 8-K
<PAGE>
Item 5. Other Events
On December 21, 1995, the Company's wholly owned subsidiary,
Georgia Properties, Inc. ("GPI"), received a loan of $650,000
and a commitment for an additional $500,000 to be loaned on
February 1, 1996 from William R. Dixon, an individual
affiliated with NCM Management Ltd., a company which provides
management services to the Company, in exchange for an option
to purchase Appletree Townhouses which expires on April 30,
1996.
The loan to GPI bears interest at 12% per annum through March
31, 1996 and 8% thereafter until the earlier of the exercise
of the option, whereby the loan balance will be applied
against the purchase price, or until due on August 31, 1997.
The loan is secured by a second deed of trust on Appletree
Townhouses and all the outstanding shares of GPI.
If the option is exercised, the sales price will be
$3,500,000, which will consist of the aforementioned loan of
$1,150,000, assumption of the existing first deed loan by the
buyer, which had a principal balance of approximately
$1,059,000 at January 4, 1996, and a purchase money note
from the buyer for the balance of approximately $1,291,000.
Such purchase money note will bear interest from the date of
sale at 8% per annum until it is due on December 31, 1996.
In addition, the buyer is required to prepay $250,000 of this
note on the later of May 1, 1996, or the date of sale.
Revenues of the Appletree Townhouses were approximately
$828,363 and $1,088,257 for the nine months ended September
30, 1995 and the year ended December 31, 1994, respectively.
During the same periods, expenses were $784,853 and
$1,039,447, while property net income was $43,510 and
$48,810.
Summarized below are the pro forma results of operations of
the Company assuming that Appletree Townhouses had been sold
as of January 1, 1994.
<TABLE>
<CAPTION>
For the Nine For the Year
Months Ended Ended
September 30, 1995 December 31, 1994
<S> <C> <C>
Total revenues $ 4,079,363 $ 8,911,940
Total costs and expenses 6,138,214 12,044,649
Gain on sale of
real properties 1,023,424 2,141,858
Loss from discontinued
operations (106,637) --
Net loss (1,142,064) (990,851)
Net loss per share (0.69) (0.60)
</TABLE>
The pro forma financial information presented above is not
necessarily indicative of either the consolidated results of
operations that would have occurred had the disposition taken
place at the beginning of the periods presented or of future
results of operations of the consolidated companies.
The components of net assets held for option as of September
30, 1995 are as follows:
<TABLE>
<S> <C>
Rental properties, less accumulated
depreciation of $779,152 $ 3,292,012
Mortgage note payable (1,077,614)
Other, net 185,100
$ 2,399,498
</TABLE>
The Company expects to report a gain of approximately $1.1
million on this disposition if it is consummated during 1996.
The Company believes it will not incur any material Federal
taxes, as the gain will be offset by current operating losses
and net operating loss carryovers. However, the Company
estimates it will be liable for approximately $100,000 in
State taxes as there is insufficient net operating loss
carryovers to completely offset the gain.
<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.
NATIONAL CAPITAL
MANAGEMENT CORPORATION
Date: January 4, 1996 By:/s/Leslie A. Filler
Leslie A. Filler
Principal Financial Officer and
Principal Accounting Officer
