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) August 19, 1996 Lutheran Brotherhood Realty Fund I, a California limited partnership - ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-17617 94-3046442 - ---------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 625 Fourth Avenue South, Minneapolis, MN 55415 - ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 339-8091 - ---------------------------------------------------------------------------- (Former name or former address, if changed since last report.) - ---------------------------------------------------------------------------- Item 2. Acquisition or Disposition of Assets. On July 13, 1996, Worthington Green Associates (the "Seller"), a Minnesota joint venture in which Lutheran Brotherhood Realty Fund I, a California limited partnership (the "Registrant") is the managing venturer, entered into a Purchase and Sale Agreement (the "Agreement") with TGM Realty Corp #5, a Delaware corporation, for the sale by Seller of all its right, title and interest in and to the Village at Worthington Green (the "Village") in Columbus, Ohio. The Village is a 176 unit residential apartment complex which the Seller has owned since September 29, 1989. The Registrant will receive 19.3% of the net sales proceeds. The sale of the Village closed on August 19, 1996 and the Seller received cash consideration in the amount of $6,449,004, subject to certain adjustments set forth in the Agreement. The Registrant's share of this consideration is $1,244,658. The Registrant, as the managing venturer of the Seller, listed the Village through a professional real estate brokerage firm. The Registrant's Limited Partners approved a liquidation proposal on July 3, 1996, relating to the sale of the Registrant's owned property and properties owned by the joint ventures in which the Registrant is a co- venturer. This sale of the Village is part of the liquidation process. - ---------------------------------------------------------------------------- Item 7. Financial Statements, Proforma Information and Exhibits. (a) Financial statements of business acquired - not applicable. (b) Proforma Financial Information of Lutheran Brotherhood Realty Fund I (i) Proforma Balance Sheet at June 30, 1996 (unaudited) (ii) Proforma Statement of Operations for the year ended December 31, 1995 (unaudited) (iii) Proforma Statement of Operations for the six months ended June 30, 1996 (unaudited) (b) Exhibits. (10)(a) Purchase and Sale Agreement for the Village at Worthington Green dated July 13, 1996. Item 7(b)(i) Proforma Financial Information The following unaudited condensed proforma balance sheet presents the financial position of Lutheran Brotherhood Realty Fund I on June 30, 1996, assuming that the sale of The Village at Worthington Green occurred on that date. The Village at Worthington Green was sold on August 19, 1996. Lutheran Brotherhood Realty Fund I Proforma Balance Sheet June 30, 1996 (thousands) (unaudited) Sale of The Village Proforma ASSETS June 30, 1996 at Worthington Green June 30, 1996 Real estate investment, at cost - net $1,903 $1,903 Investments in joint ventures 2,155 (507) 1,648 Cash and cash equivalents 643 1,245 1,888 Deferred charges (net) and other assets 37 37 ------ ----- ------ Total Assets $4,738 $738 $5,476 ====== ===== ====== LIABILITIES & PARTNER'S EQUITY Accounts payable and other liabilities $50 $50 Partners' equity 4,688 738 5,426 ------ ----- ------ Total Liabilities & Partners' Equity $4,738 $738 $5,476 ====== ===== ====== See accompanying notes to proforma balance sheet. Lutheran Brotherhood Realty Fund I Notes to Proforma Balance Sheet June 30, 1996 (unaudited) Note 1. Basis of presentation The unaudited condensed proforma balance sheet of Lutheran Brotherhood Realty Fund I ("the Partnership") presents the financial position of the Partnership on June 30, 1996, assuming that the sale of The Village at Worthington Green, occurred on that date. The Village at Worthington Green was sold on August 19, 1996. Note 2. Proforma adjustments (a) Investment in Joint Ventures - This adjustment eliminates the Partnership's net investment in the The Village at Worthington Green property at June 30, 1996. (b) Cash - This adjustment represents the Partnership's approximate share of net proceeds received from the sale of The Village at Worthington Green. (c) Partners' Equity - This adjustment represents the net gain on sale which would have been realized by the Partnership had the The Village at Worthington Green property been sold on June 30, 1996. Item 7(b)(ii) Proforma Financial Information The following unaudited condensed proforma statement of operations presents the results of operations of Lutheran Brotherhood Realty Fund I (the Partnership) for the year ended December 31, 1995 assuming that the sale of The Village at Worthington Green occurred on January 1, 1995. The Village at Worthington Green was sold on August 19, 1996. The proforma statement of operations does not present the net gain on sale of investment property which the Partnership realized from the sale. This statement should be read in conjunction with the other proforma financial statements and notes thereto and the discussion of the property contained in Item 2 included elsewhere in this Form 8-K. Lutheran Brotherhood Realty Fund I Proforma Statement of Operations For the Year Ended December 31, 1995 (thousands except per share amounts) (unaudited) Sale of The Village at Proforma Year Ended Worthington Year Ended Dec. 31, 1995 Green Dec. 31, 1995 Revenue: Rental $516 $516 Interest 30 30 Equity in joint venture capital 168 (52) 116 ---- ---- ---- Total revenue 714 (52) 662 ---- ---- ---- Expenses: Property operations 267 267 Depreciation and amortization 90 90 Administrative 93 93 ---- ---- ---- Total expenses 450 450 ---- ---- ---- Net income $264 ($52) $212 ==== ===== ==== Net income per weighted average number of limited partnership units outstanding $4.14 ($0.82) $3.32 ===== ===== ===== Distributions per weighted average limited partnership units outstanding $4.00 $4.00 ===== ===== ===== See accompanying notes to proforma statement of operations. Lutheran Brotherhood Realty Fund I Notes to Proforma Statement of Operations For the Year Ended December 31, 1995 (unaudited) Note 1. Basis of presentation The unaudited condensed proforma statement of operations of Lutheran Brotherhood Realty Fund I ("the Partnership") presents the results of operations for the Partnership for the year ended December 31, 1995 assuming that the sale of The Village at Worthington Green occurred on January 1, 1995. The Village at Worthington Green was sold on August 19, 1996. The proforma statement of operations does not present the net gain on sale of investment property which the Partnership realized from the sale. Note 2. Proforma adjustments (a) Equity in joint venture capital - This adjustment eliminates net income relating to the Partnership's interest in the The Village at Worthington Green for the year ended December 31, 1995. Item 7(b)(iii) Proforma Financial Information The following unaudited condensed proforma statement of operations presents the results of operations of Lutheran Brotherhood Realty Fund I (the Partnership) for the six months ended June 30, 1996 assuming that the sale of The Village at Worthington Green occurred on January 1, 1996. The Village at Worthington Green was sold on August 19, 1996. The proforma statement of operations does not present the net gain on sale of investment property which the Partnership realized from the sale. This statement should be read in conjunction with the other proforma financial statements and notes thereto and the discussion of the property contained in Item 2 included elsewhere in this Form 8-K. Lutheran Brotherhood Realty Fund I Proforma Statement of Operations For the six months ended June 30, 1996 (thousands except per share amounts) (unaudited) Sale of The Proforma Six Months Village at Six Months Ended Worthington Ended June 30, 1996 Green June 30, 1996 Revenue: Rental $260 $260 Interest 15 15 Equity in joint venture capital 86 (38) 48 ---- ----- ---- Total revenue 361 (38) 323 ---- ----- ---- Expenses: Property operations 99 99 Depreciation and amortization 46 46 Administrative 104 104 ---- ----- ---- Total expenses 249 249 ---- ----- ---- Net income $112 ($38) $74 ==== ===== === Net income per weighted average number of limited partnership units outstanding $1.76 ($0.60) $1.16 ===== ====== ===== Distributions per weighted average limited partnership units outstanding $2.00 $2.00 ===== ====== ===== See accompanying notes to proforma statement of operations. Lutheran Brotherhood Realty Fund I Notes to Proforma Statement of Operations For the Six Months Ended June 30, 1996 (unaudited) Note 1. Basis of presentation The unaudited condensed proforma statement of operations of Lutheran Brotherhood Realty Fund I ("the Partnership") presents the results of operations for the Partnership for the six months ended June 30, 1996 assuming that the sale of The Village at Worthington Green occurred on January 1, 1996. The Village at Worthington Green was sold on August 19, 1996. The proforma statement of operations does not present the net gain on sale of investment property which the Partnership realized from the sale. Note 2. Proforma adjustments (a) Equity in joint venture capital - This adjustment eliminates net income relating to the Partnership's interest in the The Village at Worthington Green for the six months ended June 30, 1996. SIGNATURES Pursuant to the requirement 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. LUTHERAN BROTHERHOOD REALTY FUND I, a California limited partnership By: Lutheran Brotherhood Real Estate Products Company, Its General Partner Date: August 28, 1996 By: /s/ Mitchell F. Felchle -------------------------------- Mitchell F. Felchle President Date: August 28, 1996 By: /s/ Anita J.T. Young -------------------------------- Anita J.T. Young Treasurer (Chief Financial Officer) INDEX TO EXHIBIT EXHIBIT NUMBER PAGE IN REGISTRATION STATEMENT 10(a) Purchase and Sale Agreement for the Village at Worthington Green dated July 13, 1996