FIRST CAPITAL GROWTH FUND-XIV
8-K, 1999-06-30
REAL ESTATE
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<PAGE>

                                   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):    June 30, 1999
                                                     -------------


      First Capital Growth Fund -- XIV, A Real Estate Limited Partnership
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            (Exact name of registrant as specified in its charter)


          Illinois                0-17611                    36-3552804
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(State or other jurisdiction    (Commission         (IRS Employer Identification
     of incorporation)          File Number)                  Number)

            2 North Riverside Plaza, Suite 1000, Chicago, IL  60606
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                   (Address of principal executive offices)


Registrant's telephone, including area code:  (312) 207-0020
                                              --------------

- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>

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 12.1 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 of $2,408,500 and certain contingent
claims (which are immaterial in amount). On the dissolution date, the
Partnership, will distribute $2,277,200 to Partners. In addition, the assets
will be utilized to satisfy expected future wind up expenses of $61,000 and
other liabilities of $13,800 (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 $131,300 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 2000.
<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.


                                    FIRST CAPITAL GROWTH FUND -- XIV,
                                    A REAL ESTATE LIMITED PARTNERSHIP


                                    By:  First Capital Fund -- XIV, INC.
                                         as General Partner

DATE   June 30, 1999                     By   /s/ Norman M. Field
      ---------------                       ---------------------
                                                  Norman M. Field
                                                  Vice President/Treasurer


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