January 25, 1996
Securities and Exchange Commission
Filing Desk
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: John Hancock Properties Limited Partnership
File Number 0-13473
Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of 1934, we
are transmitting herewith the attached Current Report on Form 8-K of the
John Hancock Properties Limited Partnership dated January 17, 1996.
Sincerely,
RICHARD E. FRANK
Richard E. Frank
Treasurer (Chief Accounting Officer)
cc: A. Curtis Greer, Esquire/Grace dos Santos, Esquire
Rogers & Wells
Martin Gottlieb, Esquire
John Hancock Mutual Life Insurance Company
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): January 17, 1996
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 0-13473 04-2830750
(State of (Commission (IRS Employer
Organization) File No.) Identification No.)
200 Berkeley Street
Boston, MA 02117 (800) 722-5457
(Address of principal executive (Registrant's telephone
offices, including zip code) number, including area
code)
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 4
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
ITEM 5 - Other Information
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Letter to Limited Partners
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The following letter was distributed by the John Hancock Properties
Limited Partnership (the "Partnership") on January 17, 1996:
JANUARY 1996
TO THE LIMITED PARTNERS OF
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP:
This letter provides information on the sale of the last property of the
John Hancock Properties Limited Partnership (the "Partnership") and
summarizes the Partnership's liquidation plan as of the date hereof.
DISPOSITION OF THE PARTNERSHIP'S REMAINING PROPERTY
On December 29, 1995, the Partnership sold its last remaining property,
the Fisherman's Village Apartments, to a non-affiliated buyer for a gross
sales price of $9,800,000 and received net sales proceeds of approximately
$9,377,000, after deductions for commissions and selling expenses incurred
in connection with the sale of the property. This transaction generated a
non-recurring gain of approximately $818,000, representing the difference
between the net sales price and the property's net book value of
$8,559,262. The Partnership received net cash proceeds of approximately
$1,183,000 from the sale, representing the excess of the net sales
proceeds over the outstanding mortgage indebtedness on the property of
$8,193,774, which indebtedness was then held by the Managing General
Partner.
Under current tax laws, the Fisherman's Village Apartments transaction
generated a taxable gain to each Limited Partner of approximately $200 per
$1,000 unit of Limited Partnership Interest ("Unit"). To the extent
Limited Partners have been unable to utilize passive losses in prior years
to offset other income, they may have accumulated passive losses that may
be used to shelter all or part of such income. Limited Partners should
consult their tax advisors with respect to their individual tax
situations.
FINANCIAL RESULTS AND LIQUIDATION PLAN
The net assets of the Partnership totaled approximately $1,737,000 as of
December 29, 1995, substantially all of which was cash and cash
equivalents. The Partnership's net assets increased by approximately
$638,000 during the period from October 1, 1995 through December 29, 1995,
primarily as a result of the cash received from the sale of the
Fisherman's Village Apartments property less total payments made on the
outstanding mortgage indebtedness on the property and the net loss
generated by the Partnership's operations during that period.
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
The sale of the Fisherman's Village Apartments property resulted in the
termination of the Partnership's operations. Mailed with this report to
the Limited Partners is a total distribution of $658,620, or $30 per Unit,
from the Partnership's net assets. The remaining balance of the
Partnership's net assets in the amount of approximately $1,078,000, or $49
per Unit, has been used to establish a reserve for possible liabilities
which may arise. If all liabilities are resolved by the end of 1996 and
the Managing General Partner determines that funds are available for
distribution, the Managing General Partner expects to make a final
distribution of the Partnership's net assets, in accordance with the terms
of the Partnership Agreement, to the Limited Partners by December 31,
1996. Such final distribution, if any, will result in the liquidation and
termination of the Partnership. At such time the Units will be cancelled
and, in accordance with federal securities laws, they will be de-
registered with the S.E.C., after which time the Partnership will no
longer be required to file periodic reports with the S.E.C. The Managing
General Partner will, however, deliver a final report to Limited Partners
with respect to the fiscal year 1996, in accordance with the Partnership
Agreement. A Schedule K-1 for the Partnership will be provided to each
Limited Partner by March 31, 1997 with information for preparing your 1996
income tax return. If the Partnership is liquidated and terminated by the
end of 1996, such Schedule K-1 will be the final Schedule K-1 provided to
investors.
PROJECTED BENEFITS
The Managing General Partner estimates, based upon the assumptions set
forth below, that the combined cash distributions and tax savings the
Limited Partners may receive in connection with their investment in the
Partnership from its inception through its projected liquidation at the
end of 1996 may total approximately $13,960,000, or $636 per Unit. This
amount includes total projected cash distributions of approximately
$5,400,000, or $246 per Unit, (including $852,912, or $38.85 per Unit, of
cash distributions made during June 1990, $2,854,020, or $130.00 per Unit,
of cash distributions made in August 1995 and $658,620, or $30.00 per
Unit, of cash distributions mailed with this letter) and estimated tax
savings of approximately $8,560,000, or $390 per Unit. Estimated tax
savings are based upon the assumption that the Limited Partners are in the
highest tax bracket, have other passive income and made their full capital
contribution on the Partnership's first admission date. Limited Partners
should consult their tax advisors with respect to their individual tax
situations. Projected cash distributions are based upon the assumption
that substantially all of the net assets of the Partnership as of December
29, 1995 will be available for distribution, as to which no assurance can
be given at this time.
Should you have any questions regarding your investment in the
Partnership, please contact the Investor Service Representatives at 1-800-
722-5457.
Sincerely yours,
JOHN HANCOCK REALTY EQUITIES, INC.
General Partner
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized, on the 25th day of
January, 1996.
John Hancock Properties Limited Partnership
By: John Hancock Realty Equities, Inc.
Managing General Partner
By: WILLIAM M. FITZGERALD
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William M. Fitzgerald
President
By: RICHARD E. FRANK
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Richard E. Frank
Treasurer (Chief Accounting Officer)