SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 1995 ANGELES PARTNERS XI (Exact name of registrant as specified in its charter) CALIFORNIA 0-11766 95-3788040 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) One Insignia Financial Plaza Post Office Box 1089 Greenville, South Carolina 29602 (Address of Principal Executive Office) Registrant's telephone number, including area code (803) 239-1000 Item 2. Acquisition or Disposition of Assets On September 6, 1995, the Partnership sold its investment property, Harbour Landing Apartments, located at 7625 Garner's Ferry Road, in Columbia, South Carolina, to New Plan Realty Trust, an unrelated third party. The Managing General Partner believed that the sale of the property was in the best interest of the Partnership. Total consideration was $4,900,000. Item 7. Financial Statements and Exhibits (b). Pro forma financial information Harbour Landing Apartments was sold on September 6, 1995. The following unaudited condensed balance sheet of the Partnership assumes the property had been disposed of at June 30, 1995. Pro Forma Balance Sheet (Unaudited) June 30, June 30, 1995 Pro Forma 1995 As Reported Adjustments Pro Forma Cash $ 1,241,122 $ 465,960 (1) $ 1,707,082 Other assets 1,016,948 71,563 (1) 1,088,511 Land 4,396,743 (398,628) (1) 3,998,115 Buildings & related personal property, net 12,219,047 (2,013,802) (1) 10,205,245 Total assets $ 18,873,860 $(1,874,907) $ 16,998,953 Other accrued liabilities $ 3,575,464 $ (133,063) (1) $ 3,442,401 Mortgage notes payable 33,268,779 (4,110,437) (1) 29,158,342 Total liabilities 36,844,243 (4,243,500) 32,600,743 Partners' deficit (17,970,383) 2,368,593 (15,601,790) Total liabilities and partner's deficit $ 18,873,860 $(1,874,907) $ 16,998,953 <FN> (1) Represents pro forma adjustments to reflect the removal of assets and liabilities related to the sale of Harbour Landing Apartments. The following pro-forma statements of income (loss) assume Harbour Landing Apartments had been sold as of December 31, 1994 and 1993, respectively. The following pro forma statements of income (loss) do not reflect the gain for financial statement purposes incurred as a result of the sale. Pro-Forma Statements of Income (Unaudited) For the six months ended June 30, 1995 As Reported Adjustments Pro Forma Total Revenue $ 3,922,082 $ 526,909 (2) $ 3,395,173 Operating expenses 991,846 204,821 (2) 787,025 General and administrative 139,962 -- 139,962 Property management fees 189,491 21,103 (2) 168,388 Maintenance 349,722 51,114 (2) 298,608 Depreciation 806,577 123,037 (2) 683,540 Interest 1,691,374 250,183 (2) 1,441,191 Property taxes 359,095 20,759 (2) 338,336 Total expenses 4,528,067 671,017 3,857,050 Loss before equity in loss of joint venture (605,985) (144,108) (461,877) Equity in loss of joint venture (47,107) -- (47,107) Net loss $ (653,092) $ (144,108) $ (508,984) Net loss per limited partnership unit $ (16.23) $ (3.58) $ (12.65) Weighted average number of units 39,842 39,842 <FN> (2) Represents pro forma adjustments to remove revenues and expenses related to Harbour Landing Apartments as a result of the sale. Pro Forma Statements of Income (Unaudited) For the year ended December 31, 1994 As Reported Adjustments Pro Forma Total Revenue $10,165,136 $1,035,384 (2) $ 9,129,752 Operating expenses 2,856,967 323,347 (2) 2,533,620 General and administrative 230,747 -- 230,747 Property management fees 506,180 46,974 (2) 459,206 Maintenance 967,494 54,804 (2) 912,690 Depreciation 2,059,526 242,845 (2) 1,816,681 Interest 4,388,726 513,947 (2) 3,874,779 Property taxes 895,052 68,944 (2) 826,108 Total expenses 11,904,692 1,250,861 10,653,831 Loss before gain on sale of investment property, loss on disposal of property, and equity in loss of joint venture (1,739,556) (215,477) (1,524,079) Gain on sale of investment property 7,257,155 -- 7,257,155 Loss on disposal of property (151,980) -- (151,980) Equity in loss of joint venture (77,378) -- (77,378) Net income $ 5,288,241 $ (215,477) $ 5,503,718 Net income per limited partnership unit $ 131.40 $ (5.35) $ 136.75 Weighted average number of units 39,842 39,842 <FN> (2) Represents pro forma adjustments to remove revenues and expenses related to Harbour Landing Apartments as a result of the sale. Certain reclassifications have been made to the 1994 balances to conform to the 1995 presentation. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES PARTNERS XI By: Angeles Realty Corporation II Managing General Partner By: /s/Carroll D. Vinson Carroll D. Vinson President and Principal Executive Officer By: /s/Robert D. Long, Jr. Robert D. Long, Jr. Controller and Principal Accounting Officer Date: September 21, 1995 (c) Exhibits EXHIBIT INDEX Exhibit No. Description 10.11 Contract to Purchase and Sell Property with Exhibits dated July 24, 1995, between Harbour Landing AP XI, L.P., a South Carolina limited partnership, and New Plan Realty Trust, a Massachusetts Business Trust. 10.12 Special Warranty Deed dated September 5, 1995 between Harbour Landing AP XI, L.P., and New Plan Realty Trust 10.13 Comfort Sum Escrow Agreement dated September 6, 1995, between New Plan Realty Trust, Harbour Landing AP XI, L.P., and Coastal Abstract Service, Inc. 10.14 Blanket Conveyance, Bill of Sale and Assignment between Harbour Landing AP XI, L.P., and New Plan Realty Trust. 10.15 Non-warranty deed between Harbour Landing AP XI, L.P., and New Plan Realty Trust. 10.16 Assignment and Assumption of Leases dated September 5, 1995, between Harbour Landing, AP XI, L.P., and New Plan Realty Trust.