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): November 26, 1997
Commission file number: 0-19123
FOGELMAN MORTGAGE L.P. I
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(Exact name of Registrant as specified in its charter)
Tennessee 62-1317805
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Seaport Plaza, New York, New York 10292-0128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-3500
N/A
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Former name, former address and former fiscal year, if changed since
last report.
Item 5. Other Events
On November 26, 1997, Registrant entered into an agreement (the
openqopenqAgreementclquoclquo) with Fogelman Enterprises, L.P., a Delaware
limited partnership ("FELP"), Avron B. Fogelman, an individual ("ABF" and
together with FELP, the "General Partners").
The Registrant is the holder of two mortgage loans (collectively, the
"Mortgage Loans"): (1) a loan (the "Pointe Royal Loancl")in the face amount of
$22,745,000 made to FPI Royal View, Ltd., L.P. ("Royal View"), which is secured
by a first mortgage and related security documents encumbering the Pointe Royal
Apartments, which is a 437 unit residential rental property located in Overland
Park, Kansas (the "Pointe Royal Property"); and (2) a loan (the "Westmont
Loan") in the face amount of $23,320,000 made to FPI Chesterfield, L.P.
("Chesterfield" and together with Pointe Royal, the "Partnerships"), which is
secured by a first mortgage and related security documents that encumber the
Westmont Apartments, a 489 unit residential rental property located in
Chesterfield, Missouri (the "Westmont Property" and together with the Pointe
Royal Property, the "Properties").
The Pointe Royal Loan matures on April 23, 1999, and the Westmont Loan
matures on July 8, 1999.
ABF and FELP are the general partners of each of the Partnerships.
Through its general partner, Prudential-Bache Properties, Inc. ("PBP"),
Registrant has advised FELP that Registrant will accept the Payoff Amount, as
hereinafter defined, in full satisfaction of the Mortgage Loans, if (1)
Registrant obtains a written opinion (the "Fairness Opinion") in form and
substance satisfactory to PBP from a financial advisory firm (the "Advisor")
to the effect that the transactions (the "Transactions") contemplated in the
Agreement are fair to Registrant and its limited partners from a financial
point of view, and (2) the Transactions are approved by a majority in interest
of the limited partners of the Registrant.
Advisor has advised PBP that it is willing to render the Fairness Opinion
only if the Mortgage Loans are first offered to a selected list of potential
buyers, in an open bidding process (the "Marketing Process") to be conducted
by Advisor.
Pursuant to the Agreement, FELP has agreed to pay (or cause to be paid on
behalf of the Partnerships) to Registrant the Payoff Amount equal to the
sum of:
(i) $46,065,000;
(ii) an amount not to exceed $500,000 to reimburse Registrant for the
reasonable fees and expenses (the "Registrant Transaction
Costs") actually paid by Registrant to third parties (other
than PBP) in connection with (A) the preparation and review of the
Agreement (including the determination to proceed with the
Transactions), and (B) the solicitation of the consent of
Registrantclquos limited partners and the consummation of the
Transactions, which such fees and expenses shall include, without
limitation, all legal and accounting fees and expenses, all
solicitation costs, all printing and filing fees and expenses, and
all other costs incurred in connection with the closing of the
Transactions. Registrant's Transaction Costs do not include any
portion of the fees and expenses paid by Registrant or PBP to
Advisor; and
(iii) an amount, if any, by which the aggregate amount of interest paid to
Registrant by the Partnerships in respect of the Mortgage Loans for
the period from October 1, 1997, through the closing of the
Transactions is less than interest on the face amount of the
Mortgage Loans during such period calculated at an annual rate of
7.7%.
FELP's obligation to consummate the Transactions is contingent upon the
satisfactory completion of due diligence and the formal approval by FELP's
lenders during the period (the "Due Diligence Period") commencing on the date
that Registrant executed the Agreement, November 26, 1997, and ending sixty
(60) days following said date (or such earlier date that FELP provides written
notice to Registrant that its lenders have completed their due diligence and
formal approval process).
At any time prior to the expiration of the Due Diligence Period, FELP may
terminate the Agreement by providing written notice (the "Termination
Notice") to Registrant that either of its lenders has failed to
satisfactorily complete their due diligence and formal approval process.
Following the Termination Notice, all of the rights, duties and obligations of
the parties to this Agreement shall be null, void and of no further force or
effect, except that FELP shall pay any Transaction Costs incurred by
Registrant.
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 thereunto duly authorized.
Fogelman Mortgage L.P. I
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
By: /s/ Eugene D. Burak Date: December 10, 1997
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Eugene D. Burak
Vice President
Chief Accounting Officer for the Registrant