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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MARCH 31, 1997
G & L REALTY CORP.
(Exact name of Registrant as specified in its charter)
MARYLAND 1-12566 95-4449388
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
439 N. BEDFORD DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 273-9930
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 31, 1997 G&L Realty Partnership, L. P., a Delaware limited
partnership (the "Operating Partnership"), as Seller, agreed to sell and GLN
Capital Co., LLC, a Delaware limited liability company ("GLN"), as Buyer, agreed
to purchase certain Massachusetts Industrial Finance Authority Health Care
Revenue Bonds (Hampden Nursing Homes, Inc. Project) Series 1989A and Series
1989B (collectively, the "Bonds") owned by the Operating Partnership. The Bonds,
having an aggregate principal amount of $27,665,000, including accrued and
unpaid interest, were sold by the Operating Partnership to GLN for $7,665,000 in
cash and an assumption of $14,000,000 in indebtedness owed to GMAC Commercial
Mortgage Corporation. The Operating Partnership acquired the Bonds in October
1995 for a total cost of $19,897,738.
G&L Realty Corp. (the "Company") is the sole general partner of, and owns
an 89.8% interest in, the Operating Partnership. All of the Company's assets are
held by, and operations are conducted through, the Operating Partnership or
other entities created for financing purposes. On November 25, 1996, GLN Capital
Co., LLC was organized as a limited liability company by the Operating
Partnership and Property Acquisition Trust I, a Delaware business trust and
affiliate of Nomura Asset Capital Corporation, a Delaware corporation. The
Operating Partnership, designated as the managing member, and Property
Acquisition Trust I own a 49.9% and 50.1% interest in GLN, respectively. The
purpose of GLN Capital Co., LLC is to fund loans to the senior care industry,
allowing the Company to expand its senior care loan program.
The Operating Partnership originally acquired the Bonds with an aggregate
face value of $25,970,000 on October 4, 1995. The Bonds, which were issued by
the Massachusetts Industrial Finance Agency, are backed by mortgages on three
nursing homes owned by Hampden Nursing Homes, Inc., a Massachusetts nonprofit
corporation. Principal and interest payments due on these unrated bonds are paid
by the bond trustee out of the debt service payments received from the
underlying mortgages. The State of Massachusetts has not guaranteed the Bonds,
and the underlying mortgages are not insured in the event of default. Interest
on the Bonds is payable semiannually on April 1 and October 1 each year at the
rate of 9.75% and 9.5% for the Series A and B Bonds, respectively.
As of December 31, 1996, the Company's cumulative investment, through the
Operating Partnership, was $20,190,602 for the Series A Bonds, including
$503,446 of accrued interest, and $643,119 for the Series B Bonds, including
$543,119 of accrued interest. The Series A Bonds are not callable, and the
Series B Bonds are subordinated to the payment of interest and principal on the
Series A Bonds with no right of foreclosure.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(B) PRO FORMA FINANCIAL INFORMATION
It is impracticable to file at this time the pro forma financial
information required by Item 7 of Form 8-K. Such pro forma financial information
will be filed when available, but in any event no later than sixty days from the
date hereof.
(C) EXHIBITS
*10.40 First Amendment To Limited Liability Company Agreement entered into
as of March 31, 1997 by and between G&L Realty Partnership, L.P., a
Delaware limited partnership, and Property Acquisition Trust I, a
Delaware business trust, for the purpose of amending that certain
Limited Liability Company Agreement of GLN Capital Co., LLC dated
as of November 25, 1996.
*10.41 Bond Purchase Agreement dated as of March 31, 1997 by and between
GLN Capital Co., LLC (as Buyer) and G&L Realty Partnership, L.P.
(as Seller).
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* Previously filed as an exhibit of like number to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 and incorporated herein by
reference.
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.
G & L REALTY CORP.
Date: April 11, 1997 /s/ Quentin Thompson
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Quentin Thompson
Chief Accounting Officer, Treasurer and
Secretary
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