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: August 31, 1995 ANGELES PARTNERS XIV (Exact name of registrant as specified in its charter) CALIFORNIA 0-14248 95-3959771 (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 August 31, 1995, the Partnership sold Building 47 of the Dayton Industrial Complex, located at 3920 Space Drive, Vandalia, Ohio, 45377. The property was sold to Mid-States Development Company, an affiliate of Miller- Valentine Realty, an Ohio corporaton ("MV"). In March 1992, the Partnership entered into an incentive management agreement with MV. An affiliate of MV was the original seller of the Dayton Industrial Complex to the Partnership. Pursuant to the agreement, MV was appointed exclusive leasing agent, property manager and sales agent for these properties. The General Partner believed that the sale of the property was in the best interest of the Partnership. Total consideration was $4,192,500. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (B). PRO FORMA FINANCIAL INFORMATION Building 47 of the Dayton Industrial Complex was sold on August 31, 1995, to a related third party. 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 $ 416,632 $ 416,632 Other assets 1,960,638 $ (87,473) (1) 1,873,165 Land 4,943,257 (793,201) (1) 4,150,056 Buildings & related personal property 26,177,073 (3,196,467) (1) 22,980,606 Total assets $ 33,497,600 $(4,077,141) $ 29,420,459 Accounts payable and accrued liabilities $ 5,010,083 $ (87,802) (1) $ 4,922,281 Notes payable 52,207,089 (4,019,875) (1) 48,187,214 Total liabilities 57,217,172 (4,107,677) 53,109,495 Partners' deficit (23,719,572) 30,536 (1) (23,689,036) Total liabilities and partner's deficit $ 33,497,600 $(4,077,141) $ 29,420,459 <FN> (1) Represents pro forma adjustments to reflect the removal of assets and liabilities related to the sale of Building 47 of the Dayton Industrial Complex. The following pro forma statements of loss assume that Building 47 of the Dayton Industrial Complex had been sold as of December 31, 1994 and 1993, respectively. The following pro forma statements of loss do not reflect the gain for financial statement purposes incurred as a result of the sale. Pro Forma Statements of Loss (Unaudited) For the six months ended June 30, 1995 As Reported Adjustments Pro Forma Total Revenue $ 4,115,092 $ (327,226) (2) $ 3,787,866 Operating expenses 929,220 (2,848) (2) 926,372 General and administrative 140,833 (8,176) (2) 132,657 Property management fees 179,431 (9,817) (2) 169,614 Maintenance 285,744 (7,762) (2) 277,982 Depreciation and amortization 1,498,430 (179,685) (2) 1,318,745 Interest 2,907,721 (254,282) (2) 2,653,439 Property taxes 215,468 (25,948) (2) 189,520 Tenant reimbursements (20,088) 1,785 (2) (18,303) Total expenses 6,136,759 (486,733) (2) 5,650,026 Net loss $(2,021,667) $ 159,507 $(1,862,160) Per limited partnership unit: Net loss $ (45.34) $ 3.58 $ (41.76) Weighted average number of units 44,139 44,139 <FN> (2) Represents pro forma adjustments to remove revenues and expenses related to Building 47 of the Dayton Industrial Complex as a result of the sale. Certain reclassifications have been made to the 1994 balances to conform to the 1995 presentation. Pro Forma Statements of Loss (Unaudited) For the twelve months ended December 31, 1994 As Reported Adjustments Pro Forma Total Revenue $ 9,029,829 $ (623,009) (2) $ 8,406,820 Operating expenses 1,454,310 (8,731) (2) 1,445,579 General and administrative 806,715 (22,032) (2) 784,683 Property management fees 401,005 (17,854) (2) 383,151 Maintenance 805,333 (30,439) (2) 774,894 Depreciation and amortization 3,349,862 (338,923) (2) 3,010,939 Interest 6,426,604 (494,403) (2) 5,932,201 Property taxes 585,174 (49,423) (2) 535,751 Bad debt expense 21,672 -- 21,672 Tenant reimbursements (60,712) 4,201 (2) (56,511) Total expenses 13,789,963 (957,604) (2) 12,832,359 Loss from operations (4,760,134) 334,595 (2) (4,425,539) Gain on sale of investment properties 1,788,147 -- 1,788,147 Loss on transfer of property in foreclosure (570,258) -- (570,258) Loss on disposal of property (33,204) -- (33,204) Loss before extraordinary item (3,575,449) 334,595 (3,240,854) Extraordinary gain on early extinguishment of debt 2,243,516 -- 2,243,516 Net loss $(1,331,933) $ 334,595 $ (997,338) Per limited partnership unit: Loss before extraordinary item $ (80.19) $ 7.50 $ (72.69) Income from extraordinary item 50.32 -- 50.32 Net loss $ (29.87) $ 7.50 $ (22.37) Weighted average number of units 44,139 44,139 <FN> (2) Represents pro forma adjustments to remove revenues and expenses related to Building 47 of the Dayton Industrial Complex as a result of the sale. Certain reclassifications have been made to the 1994 balances to conform to the 1995 presentation. EXHIBIT INDEX EXHIBIT 10.13 Purchase Agreement - Building 47 of the Dayton Industrial Complex - between the Partnership and Miller-Valentine Partners, dated March 20, 1995. 10.14 Amendment to and Assignment of Purchase Agreement - Building 47 of the Dayton Industrial Complex - between the Partnership, Miller-Valentine Partners and Mid-States Development Company, dated April 27, 1995. 10.15 Amendment to Purchase Agreement - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated June 15, 1995. 10.16 Third Amendment to Purchase Agreement - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated July 19, 1995. 10.17 Assignment of Permits, Etc. - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. 10.18 Assignment and Assumption of Leases and Security Deposits - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. 10.19 Assignment of Warranties - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. 10.20 Bill of Sale and Assignment - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. 10.21 Limited Warranty Deed - Building 47 of the Dayton Industrial Complex - between the Partnership and Mid-States Development Company, dated August 22, 1995. 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. ANGELES PARTNERS XIV By: Angeles Realty Corporation II Managing General Partner By: /s/ Carroll D. Vinson Carroll D. Vinson President By: /s/ Robert D. Long, Jr. Robert D. Long, Jr. Controller, Principal Accounting Officer Date: September 15, 1995