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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): November 5, 1997
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Fiduciary Capital Pension Partners, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 0-17738 86-0653603
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(State of Organization) (Commission (IRS Employer
File Number) Identification No.)
410 17th Street, Suite 400, Denver, CO 80202
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (800) 866-7607
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Item 5. OTHER EVENTS
(a) ENI Holding Corp. ("ENI") Investment The Fund has owned an equity
position, consisting of preferred stock, Class B common stock and warrants, in
ENI since 1993. In addition, the Fund owned subordinated notes issued by ENI's
subsidiary, Elgin National Industries, Inc.
During June 1997, the Fund received a written offer from ENI management to
prepay the Fund's subordinated debt, redeem the Fund's preferred stock and
purchase the Fund's Class B common stock and warrants. The offer was reviewed
by all of the subordinated debt holders, including the Fund, and rejected as
inadequate. As a result of this offer, the Fund wrote the Class B common stock
and warrants up in value by approximately $0.9 million at June 30, 1997, to an
amount equal to 80% of the price offered by management.
During August 1997, ENI management made an improved offer, which was revised
and accepted by all of the subordinated debt holders, following a series of
negotiations. The sale closed on November 5, 1997, with the Fund receiving
$7,964,933 of sales proceeds. The sales proceeds included proceeds from (i)
the prepayment of the subordinated debt, along with applicable accrued interest
and prepayment penalties, (ii) the redemption of the Fund's preferred stock,
along with all accumulated dividends, and (iii) the purchase of the Fund's
Class B common stock and warrants.
During November 1997, the Fund recorded a realized gain of approximately $2.1
million from the sale of the common stock and warrants and a realized gain of
approximately $0.1 million from the prepayment of the subordinated debt. The
Fund had previously accrued the interest on the subordinated debt and the
dividends on the preferred stock. As discussed above, approximately one-half
of this gain was recorded as an unrealized gain during the second quarter of
1997.
(b) Quarterly Cash Distribution As a result of the sale of the ENI
securities, management has decided to increase the regular quarterly
distribution from $.30 to $1.00 per Unit beginning with the distribution for
the fourth quarter of 1997. The record date for the fourth quarter
distribution will be December 31, 1997, and the distribution will be paid on
February 13, 1998.
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SIGNATURE
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.
Fiduciary Capital Pension Partners, L.P.
(Registrant)
By: FCM Fiduciary Capital Management
Company Managing General Partner
Date: December 12, 1997 By: /s/ Donald R. Jackson
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Donald R. Jackson
Chief Financial Officer
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