FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 11, 2005
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Meridian Healthcare Growth and Income Fund Limited Partnership
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-17596 52-1549486
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
300 East Lombard Street - Suite 1200, Baltimore, Maryland 21202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 727-4083
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N/A
(Former name or former address, if changed since last report.)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 11, 2005, PLAINFIELD MERIDIAN LIMITED PARTNERSHIP, CATON MANOR
MERIDIAN LIMITED PARTNERSHIP, FREDERICK MERIDIAN LIMITED PARTNERSHIP, HAMILTON
MERIDIAN LIMITED PARTNERSHIP, RANDALLSTOWN MERIDIAN LIMITED PARTNERSHIP,
MOORESVILLE MERIDIAN LIMITED PARTNERSHIP and SPENCER MERIDIAN LIMITED
PARTNERSHIP, the seven limited partnerships (collectively, the "Seller") that
each own a single skilled nursing center and in each of which MERIDIAN
HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP (the "Fund") owns a 98.99%
limited partner interest entered into an Asset Purchase Agreement (the
"Agreement") for the sale of all or substantially all of its real and non-real
property assets. FC PROPERTIES VI, LLC, its assigns or designees (the
"Purchaser), a Delaware limited liability company, agreed to acquire the real
and non-real property assets and assume certain specified contractual
obligations of the Seller for the purchase price of $50 million, subject to
further adjustment, plus the payment of the Net Working Capital balance of the
Seller computed in accordance with the Agreement. At the closing the Seller will
be required to deposit $500,000 of the purchase price in an escrow account to be
used to secure the payment by the Seller of certain post closing adjustments and
indemnification obligations, if necessary, for a period not to exceed one year.
The holders of the Fund's units will retain the right to receive any monies that
remain in the escrow account at the end of the one-year escrow period.
The Purchaser has a 45-day due diligence period commencing on the effective date
of the Agreement. Additionally, the sale is contingent on the Fund obtaining the
consent of the holders of a majority of the Fund's units to the sale under the
terms of the Agreement. It is expected that the closing of this sale, pending
due diligence issues and investor consent, will occur in the second quarter of
2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) 2.1 Asset Purchase Agreement, dated February 11, 2005,
by and between FC PROPERTIES VI, LLC, its assigns or designees, a Delaware
limited liability company ("Purchaser") and PLAINFIELD MERIDIAN LIMITED
PARTNERSHIP, CATON MANOR MERIDIAN LIMITED PARTNERSHIP, FREDERICK MERIDIAN
LIMITED PARTNERSHIP, HAMILTON MERIDIAN LIMITED PARTNERSHIP, RANDALLSTOWN
MERIDIAN LIMITED PARTNERSHIP, MOORESVILLE MERIDIAN LIMITED PARTNERSHIP, and
SPENCER MERIDIAN LIMITED PARTNERSHIP, all Maryland limited partnerships
(collectively "Seller").
MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
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.
MERIDIAN HEALTHCARE GROWTH AND INCOME
FUND LIMITED PARTNERSHIP
DATE: February 16, 2005 By: /s/ John M. Prugh
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John M. Prugh
President and Director
Brown-Healthcare, Inc.
Administrative General Partner
DATE: February 16, 2005 By: /s/ Timothy M. Gisriel
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Timothy M. Gisriel
Treasurer
Brown-Healthcare, Inc.
Administrative General Partner