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: November 30, 1995
ANGELES INCOME PROPERTIES, LTD. V
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-15547 95-4049903
(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 (864) 239-1000
Item 2. Acquisition or Disposition of Assets
On November 30, 1995, the Partnership lost University Center Phases I, II and
IV, located at University Avenue, Fridley, Minnesota, 55432. Phases I and II
were lost via a deed in lieu of foreclosure effective November 17, 1995 and
Phase IV was lost through foreclosure effective December 2, 1995. The
properties were lost to Angeles Mortgage Investment Trust ("AMIT").
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP had declined to vote these shares. Since that date, MAE GP
voted its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
As part of the settlement, MAE GP granted to AMIT an option to acquire the
Class B Shares. This option can be exercised at the end of 10 years or when all
loans made by AMIT to partnerships affiliated with MAE GP as of November 9,
1994, (which is the date of execution of a definitive Settlement Agreement),
have been paid in full, but in no event prior to November 9, 1997. AMIT
delivered to MAE GP cash in the sum of $250,000 at closing, which occurred April
14, 1995, as payment for the option. Upon exercise of the option, AMIT would
remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to
vote the Class B Shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT. On these matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
As discussed in "Item 2. Acquisition or Disposition of Assets", University
Center Phases I, II and IV were lost to AMIT. The following unaudited condensed
balance sheet of the Partnership assumes the property had been disposed of at
September 30, 1995.
Pro Forma Balance Sheet
(Unaudited)
September 30, September 30,
1995 Pro Forma 1995
As Reported Adjustments Pro Forma
Cash $ 442,994 $ (143,193) (1) $ 299,801
Other assets 546,388 (175,943) (1) 370,445
Land 1,351,522 (343,111) (1) 1,008,411
Buildings and related
personal property 7,729,025 (1,384,227) (1) 6,344,798
Total assets $ 10,069,929 $(2,046,474) $ 8,023,455
Accounts payable and
accrued liabilities $ 7,305,167 $(1,153,093) (1) $ 6,152,074
Notes payable 12,936,763 (1,800,000) (1) 11,136,763
Total liabilities 20,241,930 (2,953,093) 17,288,837
Partners' deficit (10,172,001) 906,619 (1) (9,265,382)
Total liabilities and
Partners' deficit $ 10,069,929 $(2,046,474) $ 8,023,455
<FN>
(1) Represents pro forma adjustments to reflect the removal of assets and
liabilities related to the loss of University Center Phases I, II and IV.
The following pro forma statements of income (loss) assume that University
Center Phases I, II and IV were lost as of September 30, 1995 and December 31,
1994, respectively. The following pro forma statements of income (loss) do not
reflect the gain for financial statement purposes incurred as a result of the
loss.
Pro Forma Statements of Income
(Unaudited)
For the nine months ended
September 30, 1995
As Reported Adjustments Pro Forma
Total revenue $ 1,729,299 $ (447,712) (2) $ 1,281,587
Operating expenses 510,409 (76,505) (2) 433,904
General and administrative 223,130 -- (2) 223,130
Property management fees 114,611 (44,451) (2) 70,160
Maintenance 189,318 (84,131) (2) 105,187
Depreciation 288,008 (86,400) (2) 201,608
Amortization 20,108 (18,181) (2) 1,927
Interest 1,646,012 (342,197) (2) 1,303,815
Property taxes 333,156 (180,153) (2) 153,003
Bad debt expense 54,365 (54,365) (2) --
Tenant reimbursements (277,167) 171,536 (2) (105,631)
Total expenses 3,101,950 (714,847) 2,387,103
Loss before equity in
income of joint venture
and extraordinary item (1,372,651) 267,135 (1,105,516)
Equity in income of joint
venture 1,122,799 -- 1,122,799
(Loss) income before
extraordinary item (249,852) 267,135 17,283
Extraordinary item -
forgiveness of debt 496,881 -- 496,881
Net income $ 247,029 $ 267,135 $ 514,164
Per limited partnership unit:
(Loss) income before
extraordinary item $ (5.49) $ 5.87 $ .38
Extraordinary item 10.93 -- 10.93
Net income $ 5.44 $ 5.87 $ 11.31
Weighted average number of
units 45,021 45,021 45,021
<FN>
(2) Represents pro forma adjustments to remove revenues and expenses related to
University Center Phases I, II and IV as a result of the loss of these
properties.
Pro Forma Statements of Loss
(Unaudited)
For the twelve months ended
December 31, 1994
As Reported Adjustments Pro Forma
Total Revenue $2,267,508 $ (497,857) (2) $ 1,769,651
Operating expenses 826,166 (178,191) (2) 647,975
General and administrative 469,669 -- 469,669
Property management fees 115,089 (28,965) (2) 86,124
Maintenance 195,145 (57,529) (2) 137,616
Depreciation 393,442 (123,157) (2) 270,285
Amortization 23,567 (18,513) (2) 5,054
Interest 2,738,206 (339,870) (2) 2,398,336
Property taxes 427,818 (233,495) (2) 194,323
Bad debt expense 89,609 (91,317) (2) (1,708)
Tenant reimbursements (422,358) 277,656 (2) (144,702)
Total expenses 4,856,353 (793,381) 4,062,972
Loss before equity in
of joint venture and loss
loss on disposal of
property (2,588,845) 295,524 (2,293,321)
Equity in loss of
joint venture (57,898) -- (57,898)
Loss on disposal of
property (21,670) -- (21,670)
Net loss $(2,668,413) $ 295,524 $(2,372,889)
Net loss per limited
partnership unit: $ ( 58.68) $ (6.50) $ (52.18)
Weighted average number of
units 45,021 45,021 45,021
<FN>
(2) Represents pro forma adjustments to remove revenues and expenses related to
University Center Phases I, II and IV as a result of the loss. Certain
reclassifications have been made to the 1994 balances to conform to the
1995 presentation.
EXHIBIT INDEX
10.22 Agreement for Deed in Lieu of Foreclosure dated October 31, 1995, the
Partnership, Angeles Realty Corporation II and Angeles Mortgage
Investment Trust.
10.23 Bill of Sale and Assignment dated October 31, 1995, by the Partnership
in favor of Angeles Mortgage Investment Trust.
10.24 Assignment of Leases dated October 31, 1995, by the Partnership in favor
of Angeles Mortgage Investment Trust.
10.25 Limited Warranty Deed dated October 31, 1995, by the Partnership to
Angeles Mortgage Investment Trust.
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
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: December 15, 1995