SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 30, 2001 LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP (Exact name of registrant as specified in charter) Massachusetts 0-13520 04-2828131 (State or other (Commission file (IRS employer jurisdiction of number) identification no.) incorporation) 100 Second Avenue, Needham, MA 02494 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (781) 444-5251 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro Forma Financial Information. LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP Pro Forma Condensed Statement of Operations - Year ended December 31, 2000 4 Notes to Pro Forma Condensed Consolidated Statement of Operations 5 2 LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP Pro Forma Condensed Financial Statement The following unaudited Pro Forma Condensed Financial Statement is based on the historical consolidated financial information of Liberty Housing Partners Limited Partnership (the "Partnership"), adjusted to give effect to the disposition of the Partnership's limited partnership interests in Oxford Homes for the Elderly, Ltd. ("Oxford"), Williamston Homes for the Elderly, Ltd. ("Williamston") and Fuquay-Varina Homes for the Elderly, Ltd. ("Fuquay-Varina"). No Pro Forma Statement of Net Assets in Liquidation as of March 31, 2001 or Statement of Changes of Net Assets in Liquidation for the period from January 1, 2001 to March 31, 2001 are supplied as the Partnership's historical Statement of Net Assets in Liquidation as of March 31, 2001 and the Statement of Changes of Net Assets in Liquidation for the period from January 1, 2001 to March 31, 2001 already reflect these transactions. The Pro Forma Condensed Statement of Operations gives effect to the dispositions as though the transactions had occurred as of January 1, 2000. The pro forma adjustments are based upon available data and certain assumptions that the Partnership's management believes are reasonable. The unaudited Pro Forma Condensed Financial Statement is not necessarily indicative of the Partnership's financial position or results of operations that might have occurred had the aforementioned transactions been completed as of the date indicated above and does not purport to represent what the Partnership's financial position or results of operations might be for any future period or date. The unaudited Pro Forma Condensed Financial Statement should be read in conjunction with the historical financial statements of the Partnership. 3 LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP Pro Forma Condensed Statement of Operations (Unaudited) Historical for the Pro Forma year ended for the December 31, Pro Forma year ended 2000 Adjustments December 31, 2000 --------------------------------------------------------- Interest income $ 22,805 $ 22,805 Expenses: Interest expense 688,199 $ (181,350) (1) 506,849 General and administrative expenses: Affiliates 98,025 98,025 Other 56,257 56,257 ----------------------------- ----------- Total expenses 842,481 (181,350) 661,131 Loss before other income and equity in income (loss) of Local Limited Partnership investments (819,676) 181,350 (638,326) Other income: Gain on sale of investment in Osuna Apartments 2,432,299 2,432,299 Gain on sale of investments in Oxford, Williamston and Fuquay-Varina 2,139,502 (3) 2,139,502 ----------------------------- ----------- Income before equity in income (loss) of Local Limited Partnership Investments 1,612,623 2,320,852 3,933,475 Equity in income (loss) of Local Limited Partnership 8,594 (55,525) (2) (46,931) ----------------------------- ----------- investments Net income (loss) $ 1,621,217 $ 2,265,327 $ 3,886,544 ============================= =========== Limited partners' interest in net income $ 1,605,005 $ 3,847,678 =========== =========== Weighted average number of units outstanding used in computing basic net income/ (loss) per Limited Partnership unit 21,564 21,564 =========== =========== Basic Net Income/(Loss) per Limited Partnership Unit $ 74.43 $ 178.43 =========== =========== See accompanying notes. 4 LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP Notes to Pro Forma Condensed Statements of Operations Pro forma adjustments include adjustments necessary to reflect the disposition of the Partnership's investments in Oxford, Williamston and Fuquay-Varina. A description of the pro forma adjustments is as follows: Year ended December 31, 2000 -------------------- (1) To reverse interest expense on the related Purchase Money Notes $ 181,350 ============== (2) To reverse equity in income of Oxford, Williamston and Fuquay-Varina $ 55,525 ============== (3) To record the gain on disposition of the investment in Oxford, Williamston and Fuquay-Varina, as follows: Cash received $ 148,485 Liability for Purchase Money Notes, current maturities, assumed by purchaser 2,480,427 Liability for accrued interest payable assumed by purchaser 110,884 Less: Investment in local limited partnership interest sold (517,302) Less: consulting fees paid in connection with the disposition (71,723) Less: professional fees and reimbursed expenses (11,269) -------------- Gain on sale of investment in Oxford, Williamston and Fuquay-Varina $ 2,139,502 ============== 5 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. LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP By: TNG Properties Inc. Managing General Partner By: /s/ Wilma R. Brooks Chief Financial Officer Date: June 1, 2001 6