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) February 6, 1995
INTERSTATE GENERAL COMPANY L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-9393 52-1488756
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(State or other jurisdiction (Commission (I.R.S. Employer
of organization) File Number) Identification No.)
222 Smallwood Village Center, St. Charles, MD 20602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 645-6833
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2
Item 1
Not applicable.
Item 2. ACQUISITION OR DISPOSTION OF ASSETS
On February 6, 1995, the Registrant distributed 5,128,372 Equus Gaming
Company L.P. ("Equus") limited partnership Units (the "Distribution"),
representing a 99% limited partnership interest in Equus to its
unitholders. The Distribution was made pursuant to a registration
statement filed with the Securities and Exchange Commission ("SEC") on
August 12, 1994, which was declared effective by the SEC on January 10,
1995. The Distribution was made on the basis of one Equus Unit for every
two IGC Units outstanding on the record date of January 25, 1995.
Additional information regarding the Distribution is set forth in
Attachment A to this report which is incorporated herein by reference.
Items 3 - 6
Not applicable.
Item 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Proforma Financial Information
The following proforma financial information for Interstate General
Company L.P. reflecting the distribution of Units representing a 99%
limited partnership interest in Equus Gaming Company L.P. to IGC
unitholders, included as Attachment B to this report, is incorporated
herein by reference:
Proforma condensed consolidated balance sheet as of December 31,
1994.
Proforma condensed consolidated income statement for the year
ended December 31, 1994.
(c) Exhibits
2. Amended and Restated Distribution Exhibit 2.1 to
Agreement dated November 22, 1994, Form S-11 of Equus
between Equus Gaming Company L.P. Gaming Company
and Interstate General Company L.P. L.P., Registration
#33-82750
28. News release dated January 10, 1995 Filed herewith
(See Attachment A)
3
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.
Interstate General Company L.P.
-----------------------------------
(Registrant)
By: Interstate General Management
Corporation
Managing General Partner
By: /s/ John E. Hans
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John E. Hans
Senior Vice President and
Assistant Secretary
April 3, 1995
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DATE
4
ATTACHMENT A
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACT
January 10, 1995 Gregory A. TenEyck
(301) 843-8600
IGC ANNOUNCES RECORD, DISTRIBUTION DATES
FOR SPIN-OFF OF EQUUS GAMING COMPANY L.P.
ST. CHARLES, Md. - Interstate General Company L.P. (AMEX: IGC), a
diversified real estate organization, announces that on February 6, 1995 it
will distribute Class A Units representing a 99 percent limited partnership
interest in Equus Gaming Company L.P. to IGC Unitholders of record January 25,
1995. The board of directors of IGC's managing general partner voted today to
declare the distribution.
IGC Unitholders of record will receive one Equus Class A Unit for every
two IGC Units they own. Cash will be distributed in lieu of fractional Units.
The Equus Units have been approved for listing on the Nasdaq National Market
System. A prospectus relating to the Equus Units will accompany the Units upon
distribution. The registration statement containing the prospectus was
declared effective today by the Securities and Exchange Commission.
Prior to February 1, 1995, IGC's transfer agent will accept instructions
regarding broker requirements for full Equus Units or cash to be distributed
with respect to IGC Units held in nominee accounts.
Equus holds a 67 percent interest in the profits of Housing Development
Associates S.E. (HDA), the partnership that owns El Comandante, the only
thoroughbred race track and pari-mutuel wagering facility in Puerto Rico.
Founded in 1957, IGC is a diversified real estate organization
specializing in community development, homebuilding, investment properties and
asset management services. A publicly traded partnership, IGC's Units are
listed on the American and Pacific stock exchanges under the symbol IGC.
# # #
5
ATTACHMENT B
ITEM 7.(b) PROFORMA FINANCIAL INFORMATION
On February 6, 1995, Interstate General Company L.P. ("IGC") distributed
5,128,372 Equus Gaming Company L.P. ("Equus") limited partnership units,
representing a 99% limited partnership interest in Equus to its Unitholders.
This distribution was made pursuant to a registration statement filed with the
Securities and Exchange Commission ("SEC") on August 12, 1994, which was
declared effective by the SEC on January 10, 1995. The distribution was made
on the basis of one Equus unit for every two IGC units outstanding on the
record date of January 25, 1995.
6
The following proforma condensed consolidated financial statements reflect
the proforma impact of IGC's distribution of its 99% interest in Equus to the
Company's Unitholders at December 31, 1994 and for the year then ended:
INTERSTATE GENERAL COMPANY L.P.
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1994
(In thousands)
Reversal
of
Elimina-
IGC tion Proforma IGC
Consolidated Equus Entries Entries Proforma
------------ ----- -------- -------- ----------
CASH $ 6,833 -- -- (463) $ 6,370
-------- ------ ------ ------ --------
ASSETS RELATED TO
COMMUNITY DEVELOPMENT
Land and development
cost 68,543 -- -- -- 68,543
Other 1,518 -- -- -- 1,518
-------- ------ ------ ------ --------
70,061 -- -- -- 70,061
-------- ------ ------ ------ --------
ASSETS RELATED TO
HOMEBUILDING PROJECTS
Homebuilding construction
and land 4,384 -- -- -- 4,384
Other 614 -- -- -- 614
-------- ------ ------ ------ --------
4,998 -- -- -- 4,998
-------- ------ ------ ------ --------
ASSETS RELATED TO INVESTMENT
PROPERTIES
Investment in
partnerships 9,976 -- 971 -- 10,947
Investment properties,
net of accumulated
depreciation and
amortization of $4,746 24,499 -- -- -- 24,499
Other 1,133 -- 131 -- 1,264
-------- ------ ------ ------ --------
35,608 -- 1,102 -- 36,710
-------- ------ ------ ------ --------
OTHER ASSETS 6,013 -- -- -- 6,013
-------- ------ ------ ------ --------
$123,513 $ -- $1,102 $ (463) $124,152
======== ====== ====== ====== ========
The accompanying notes are an integral part of
these proforma condensed consolidated financial statements.
7
INTERSTATE GENERAL COMPANY L.P.
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1994
(In thousands)
(Continued)
Reversal
of
Elimina-
IGC tion Proforma IGC
Consolidated Equus Entries Entries Proforma
------------ ----- -------- -------- ----------
ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES $ 8,444 $ 87 $ -- $ -- $ 8,357
-------- ------ ------ ------ --------
LIABILITIES RELATED TO
COMMUNITY DEVELOPMENT
Recourse debt 36,661 -- -- -- 36,661
Other 6,996 -- -- -- 6,996
-------- ------ ------ ------ --------
43,657 -- -- -- 43,657
-------- ------ ------ ------ --------
LIABILITIES RELATED TO
HOMEBUILDING 4,904 -- -- -- 4,904
-------- ------ ------ ------ --------
LIABILITIES RELATED TO
INVESTMENT PROPERTIES
Recourse debt 22,771 -- -- -- 22,771
Non-recourse debt 1,559 -- -- -- 1,559
Accounts payable and
accrued liabilities 1,473 306 -- -- 1,167
Due to Interstate General
Company L.P. -- 131 131 -- --
-------- ------ ------ -------- --------
25,803 437 131 -- 25,497
-------- ------ ------ -------- --------
TOTAL LIABILITIES 82,808 524 131 -- 82,415
-------- ------ ------ -------- --------
PARTNER'S CAPITAL 40,705 (524) 971 (463) 41,737
-------- ------ ------ -------- --------
$123,513 $ -- $1,102 $ (463) $124,152
======== ====== ====== ======== ========
The accompanying notes are an integral part of
these proforma condensed consolidated financial statements.
8
INTERSTATE GENERAL COMPANY L.P.
PROFORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
Reversal
of
Elimina-
IGC tion Proforma IGC
Consolidated Equus Entries Entries Proforma
------------ ----- -------- -------- ----------
Revenues
Community development-
land sales $ 22,296 $ -- $ -- $ -- $ 22,296
Homebuilding-home sales 20,265 -- -- -- 20,265
Revenues from investment
properties
Investment in gaming
properties 7,288 300 -- (463) 6,525
Equity in earnings from
partnerships and
development fees 4,938 -- -- -- 4,938
Apartment rental revenues 4,538 -- -- -- 4,538
Management and other fees 3,453 -- -- -- 3,453
Interest and other income 648 55 -- -- 593
---------- ------ ----- -------- ----------
Total Revenues 63,426 355 (463) 62,608
---------- ------ ----- -------- ----------
Expenses
Cost of land sales 14,970 -- -- -- 14,970
Cost of home sales 18,508 -- -- -- 18,508
Selling and marketing 1,556 -- -- -- 1,556
General and administrative 8,614 2 -- -- 8,612
Rental apartment expenses 4,526 -- -- -- 4,526
Depreciation and amortization 591 -- -- -- 591
Interest expense 2,032 -- -- -- 2,032
Write-off deferred
project costs 1,761 1,761 -- -- --
---------- ------ ----- -------- ----------
52,558 1,763 -- -- 50,795
---------- ------ ----- -------- ----------
Income (loss) before provision
for income taxes 10,868 (1,408) -- (463) 11,813
Provision for income taxes 3,511 87 -- -- 3,424
---------- ------ ----- -------- ----------
Income before minority interest 7,357 (1,495) -- (463) 8,389
Minority interest (716) -- -- -- (716)
---------- ------ ----- -------- ----------
Net income $ 6,641$(1,495) -- $ (463) $ 7,673
========== ====== ===== ======== ==========
Net income per unit $.66 (.15) -- $ (.05) $ .76
========== ====== ===== ======== ==========
Weighted average units
outstanding 10,126 10,126 -- 10,126 10,126
========== ====== ===== ======== ==========
The accompanying notes are an integral part of
these proforma condensed consolidated financial statements.
9
INTERSTATE GENERAL COMPANY L.P.
NOTES TO PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1994
The accompanying proforma condensed consolidated financial statements for the
year ended December 31, 1994, include the accounts of Interstate General
Company L.P. and consolidated subsidiaries including Equus Gaming Company L.P.
and Virginia Jockey Club, Inc. under the column named "IGC Consolidated" and
the accounts of Equus Gaming Company L.P. and Virginia Jockey Club, Inc., under
the column named "Equus" after eliminating all intercompany transactions.
IGC distributed partnership Units representing a 99% limited partnership
interest in Equus Gaming Company L.P. to its unitholders on February 6, 1995.
Adjustments to the proforma condensed consolidated statement of income have
been prepared as if the Distribution occurred on January 1, 1994. Adjustments
to the proforma condensed consolidated balance sheet have been prepared as if
the Distribution occurred on December 31, 1994.
Reversal of Elimination Entries
The entries included in the accompanying proforma condensed consolidated
financial statements as of December 31, 1994, and for the year then ended under
the heading "Reversal of Elimination Entries" include a $131,000 entry to
reflect amounts owed by Equus to IGC at December 31, 1994 as a receivable.
These receivables arose from IGC's funding of deferred project costs associated
with Equus' investment in Virginia Jockey Club, a wholly owned subsidiary of
Equus, and were previously eliminated by IGC in its consolidated balance sheet
for the year ended December 31, 1994. Also included under this heading is an
entry to reflect IGC's investment in Equus of $971,000 as an investment in
partnerships at December 31, 1994. This amount was also previously eliminated
in IGC's December 31, 1994 consolidated financial statements.
Proforma Entries
The accompanying proforma condensed consolidated financial statements have been
prepared assuming that Equus received its 67% profits interest and 26.35%
capital interest in HDA from IGC and Interstate Business Corporation on January
1, 1994. Under this assumption, IGC would not be entitled to $463,000 of cash
distributions which were received from HDA in 1994. A proforma adjustment for
such distributions has been included in the accompanying proforma condensed
consolidated financial statements.