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) April 3,1996
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.)
<PAGE>
FORM 8-K
Item 5. Other Events
The Company's wholly-owned subsidiary, Georgia Properties,
Inc. ("GPI"), received a loan of $650,000 on December 21,
1995 and an additional $500,000 on February 1, 1996 from 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 for
$3,500,000, which was exercised on April 3, 1996.
The sales price of $3,500,000 consisted of the aforementioned
advances by the buyer totaling $1,150,000, assumption of the
existing first deed loan by the buyer in the amount of
$1,048,795 and a purchase money note for the balance equal to
$1,301,205. The purchase money note bears 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 May 1, 1996, of which $125,000 was paid early
on April 10, 1996. A gain of approximately $1,030,000 will
be reported during 1996.
Revenues of the Appletree Townhouses were approximately
$1,097,620 and $1,088,257 for the year ended December 31,
1995 and 1994, respectively. During the same periods,
expenses were $1,128,400 and $1,039,447, while property net
loss was $30,780 for the year ended December 31, 1995 and
property net income of $48,810 for the year ended December
31, 1994.
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 Year For the Year
Ended Ended
December 31, 1995 December 31, 1994
<S> <C> <C>
Total revenues $ 6,897,529 $ 739,008
Total costs and expenses 8,663,848 3,188,730
Loss from continuing
operations (1,766,319) (2,449,722)
Gain on sale of
real properties 1,029,894 2,141,858
Loss from discontinued
operations (1,368,328) (648,817)
Net loss (2,104,753) (956,681)
Net loss per share (1.27) (0.58)
</TABLE>
Pro forma adjustments have been made for interest payable
attributable to the option and interest income attributable
to the sale in the amount of $29,688 and $63,858,
respectively, for the year ended December 31, 1995. 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 remaining consolidated
companies.
The components of net assets held for option as of December
31, 1995 are as follows:
<TABLE>
<S> <C>
Rental properties, less accumulated
depreciation of $885,812 $ 3,152,088
Mortgage note payable (1,063,368)
Other, net 236,488
$ 2,325,208
</TABLE>
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: April 19, 1996 By:/s/Herbert J. Jaffe
Herbert J. Jaffe
President
