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