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) October 16, 1996
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Lutheran Brotherhood Realty Fund I, a California limited partnership
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(Exact name of registrant as specified in its charter)
California 0-17617 94-3046442
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
625 Fourth Avenue South, Minneapolis, MN 55415
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 339-8091
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On September 9, 1996, Lutheran Brotherhood Realty Fund I, a California
limited partnership (the "Registrant") and Lutheran Brotherhood, a fraternal
benefit society existing and operating under the laws of Minnesota, doing
business as Minnetonka 225, a Minnesota joint venture and Minnetonka 300 &
400, a Minnesota joint venture (the "Joint Ventures") entered into a
Purchase and Sale Agreement (the "Minnetonka Agreement") with
MINCO/Northwest Corporation, a Delaware corporation, for the sale of all the
right, title and interest of the Joint Ventures in and to three (3)
properties located at 15225 Minnetonka Boulevard, 15300 Minnetonka
Industrial Boulevard and 15400 Minnetonka Industrial Boulevard (the
"Minnetonka Properties") in Minnetonka, Minnesota. The Minnetonka
Properties comprise an office warehouse complex which the Joint Ventures
owned since September 29, 1989. The Registrant will receive one-third of
the net sales proceeds from the sale of the Minnetonka Properties.
The sale of the Minnetonka Properties closed on October 16, 1996 and the
Joint Ventures received cash consideration in the amount of $5,535,095
subject to certain adjustments and prorations set forth in the Minnetonka
Agreement. The Registrant's share of this consideration is $1,845,032.
The Registrant, as managing venturer of the Joint Ventures, listed the
Minnetonka Properties 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. The
sale of the Minnetonka Properties is part of that liquidation process.
On September 9, 1996, the Registrant entered into a Purchase and Sale
Agreement (the "Northwest Agreement") with MINCO/ Northwest Corporation, a
Delaware corporation, for the sale by Registrant of all its right, title and
interest in and to the Northwest Distribution Center ("Northwest") in New
Hope, Minnesota. Northwest is an office warehouse complex which the
Registrant has owned since September 29 1989. The Registrant will receive
all of the net sales proceeds from this sale.
The sale of Northwest closed on October 16, 1996 and the Registrant received
cash consideration in the amount of $2,982,617 subject to certain
adjustments and prorations set forth in the Agreement. The Registrant
listed Northwest 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. The
Registrant previously reported the sale of the Village at Worthington Green
as part of the liquidation process. This sale of Northwest completes that
liquidation process.
As described in the Proxy Statement provided to the limited partners to
approve the liquidation proposal, the Registrant will distribute as soon as
practicable the net cash proceeds of the sales of all of its properties
after deduction of expenses and the establishment of reserves to complete
the liquidation of the Registrant. The Registrant intends to file a
Certificate of Dissolution with the California Secretary of State and begin
the winding-up of the partnership.
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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 Minnetonka
Properties dated September 9, 1996
(10)(b) Purchase and Sale Agreement for the Northwest
Distribution Center dated September 9, 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, the Minnetonka
Properties, and the Northwest Distribution Center occurred on that date.
The Village at Worthington Green was sold on August 19, 1996 and the other
properties were sold on October 16, 1996.
Lutheran Brotherhood Realty Fund I
Proforma Balance Sheet
June 30, 1996
(thousands)
(unaudited)
Sale of All Proforma
ASSETS June 30, 1996 Properties June 30, 1996
Real estate investment, at cost - net $1,903 ($1,903) 0
Investments in joint ventures 2,155 (2,155) 0
Cash and cash equivalents 643 6,073 6,716
Deferred charges (net) and other assets 37 (34) 3
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Total Assets $4,738 $1,981 $6,719
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LIABILITIES & PARTNER'S EQUITY
Accounts payable and other liabilities $50 $50
Partners' equity 4,688 1,981 6,669
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Total Liabilities & Partners' Equity $4,738 $1,981 $6,719
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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
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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 all properties
occurred on that date. The Village at Worthington Green was sold on August
19, 1996 and all other properties (Minnetonka Properties and Northwest
Distribution Center) were sold on October 16, 1996.
Note 2. Proforma adjustments
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(a) Real Estate Investment, at Cost - Net - This adjustment eliminates the
net book value of the Northwest Distribution Center property at June
30, 1996.
(b) Investment in Joint Ventures - This adjustment eliminates the
Partnership's net investment in all joint venture properties at June
30, 1996.
(c) Cash - This adjustment represents the Partnership's approximate share
of net proceeds received from the sale of all properties.
(d) Deferred Charges (Net) and Other Assets - This adjustment eliminates
other assets relating to the Northwest Distribution Center property at
June 30, 1996.
(e) Partners' Equity - This adjustment represents the net gain on sale
which would have been realized by the Partnership had all properties
been sold on June 30, 1996. The Partnership incurred a gain of
$738,000 from sale of Village at Worthington Green and a gain of
$1,243,000 from the sale of all other properties.
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 sales of
The Village at Worthington Green and the Minnetonka Properties and the
Northwest Distribution Center occurred on January 1, 1995. The Village at
Worthington Green was sold on August 19, 1996 and the other properties were
sold on October 16, 1996. The proforma statement of operations does not
present the net gain on sale of investment property which the Partnership
realized from the sales.
This statement should be read in conjunction with the other proforma
financial statements and notes thereto and the discussion of the sale of
properties 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)
Proforma
Year Ended Sale of All Year Ended
Dec. 31, 1995 Properties Dec. 31, 1995
Revenue:
Rental $516 ($516) $0
Interest 30 0 30
Equity in joint venture capital 168 (168) 0
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Total revenue 714 (684) 30
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Expenses:
Property operations 267 (267) 0
Depreciation and amortization 90 (90) 0
Administrative 93 0 93
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Total expenses 450 (357) 93
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Net Income $264 ($327) ($63)
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Net income per weighted
average number of limited
partnership units outstanding $4.14 ($5.13) ($0.99)
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Distributions per weighted
average limited partnership
units outstanding $4.00 $4.00
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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
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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 all of the Partnership's properties (or properties owned by
the Joint Ventures in which the Partnership is a co-venturer) occurred on
January 1, 1995. The Village at Worthington Green was sold on August 19,
1996 and all other properties (Minnetonka Properties and Northwest
Distribution Center) were sold on October 16, 1996. The proforma statement
of operations does not present the net gain on sale of investment property
which the Partnership realized from the sales.
Note 2. Proforma adjustments
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(a) Rental Revenue - This adjustment eliminates rental revenue relating to
the Northwest Distribution Center property for the year ended December
31, 1995.
(b) Equity in joint venture capital - This adjustment eliminates net income
relating to the Partnership's interest in all joint venture properties
for the year ended December 31, 1995.
(c) Property Operations - This adjustment eliminates property operating
expenses relating to the Northwest Distribution Center property for the
year ended December 31, 1995.
(d) Depreciation and Amortization - This adjustment eliminates depreciation
and amortization expense relating to the Northwest Distribution Center
property 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 sales
of The Village at Worthington Green and the Minnetonka Properties and the
Northwest Distribution Center occurred on January 1, 1996. The Village at
Worthington Green was sold on August 19, 1996 and the other properties were
sold on October 16, 1996. The proforma statement of operations does not
present the net gain on sale of investment property which the Partnership
realized from the sales.
This statement should be read in conjunction with the other proforma
financial statements and notes thereto and the discussion of the sale of
properties 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)
Proforma
Six Months Six Months
Ended Sale of All Ended
June 30, 1996 Properties June 30, 1996
Revenue:
Rental $260 ($260) $0
Interest 15 0 15
Equity in joint venture capital 86 (86) 0
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Total revenue 361 (346) 15
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Expenses:
Property operations 99 (99) 0
Depreciation and amortization 46 (46) 0
Administrative 104 0 104
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Total expenses 249 (145) 104
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Net Income $112 ($201) ($89)
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Net income per weighted
average number of limited
partnership units outstanding $1.76 ($3.15) ($1.39)
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Distributions per weighted
average limited partnership
units outstanding $2.00 $2.00
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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
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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 all of the Partnership's properties (or properties
owned by the Joint Ventures in which the Partnership is a co-venturer)
occurred on January 1, 1996. The Village at Worthington Green was sold on
August 19, 1996 and all other properties (Minnetonka Properties and
Northwest Distribution Center) were sold on October 16, 1996. The proforma
statement of operations does not present the net gain on sale of investment
property which the Partnership realized from the sales.
Note 2. Proforma adjustments
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(a) Rental Revenue - This adjustment eliminates rental revenue relating to
the Northwest Distribution Center property for the six months ended
June 30, 1996.
(b) Equity in joint venture capital - This adjustment eliminates net income
relating to the Partnership's interest in all joint venture properties
for the six months ended June 30, 1996.
(c) Property Operations - This adjustment eliminates property operating
expenses relating to the Northwest Distribution Center property for the
six months ended June 30, 1996.
(d) Depreciation and Amortization - This adjustment eliminates depreciation
and amortization expense relating to the Northwest Distribution Center
property for the six months ended June 30, 1996.
SIGNATURES
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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: By: /s/ Mitchell F. Felchle
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Mitchell F. Felchle
President
Date: By: /s/ Anita J.T. Young
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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 Minnetonka Properties dated
September 9, 1996
10(b) Purchase and Sale Agreement for
the Northwest Distribution Center
dated September 9, 1996