UNITED STATES
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) February 27, 1996
NYLIFE Government Mortgage Plus Limited Partnership
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(Exact Name of Registrant as specified in its Charter)
Massachusetts
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(State or other jurisdiction of incorporation or organization)
0-18226 13-3487910
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(Commission File Number) (IRS Employee Identification)
51 Madison Avenue, New York, New York 10010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 576-7300
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TABLE OF CONTENTS
Page No.
Item 2. Acquisition or Disposition of Assets 3
Item 7. Financial Statements and Exhibits 4
Signatures 5
Appendix A F-1 - F-6
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 27, 1996, NYLIFE Government Mortgage Plus Limited Partnership
(the "Partnership") sold its mortgage backed security guaranteed as to
principal and Basic Interest by GNMA (the "Highlands GNMA") related to a
mortgage (the "Highlands Mortgage") on a 272 unit garden style apartment
complex located in Tampa, Florida (the "Highlands").
The Highlands GNMA was sold through Utendahl Capital Partners, an
unaffiliated broker dealer, for cash in the amount of $13,105,373.01. The
sales price represents principal in the amount of $12,976,812.45, accrued
interest in the amount of $71,462.59 and a premium of $57,097.97. The
Partnership was not charged any separate fees or commissions in connection
with the sale. The General Partner of the Partnership decided to sell the
Highlands GNMA to take advantage of what it perceived to be a favorable
market in which the Highlands GNMA could be sold at a premium.
The Partnership acquired the Highlands GNMA in connection with the sale of
the Highlands and the related modification of the Highlands Mortgage
effective January 31, 1995, as reported in the Partnership's current report
on Form 8-K dated March 10, 1995. The sale of the Highlands GNMA, together
with the 1995 sale of the Highlands and the related modification of the
Highlands Mortgage, terminates the Partnership's beneficial interest in the
Highlands Mortgage and the Highlands.
During the year ended December 31, 1995, the Partnership received interest
totaling $999,170.10 related to the Highlands GNMA, which has been
distributed to investors in connection with the Partnership's regular
quarterly distributions in accordance with the Partnership's partnership
agreement.
The General Partner anticipates distributing the proceeds from the sale of
the Highlands GNMA in connection with the Partnership's regular quarterly
distribution to investors on May 15, 1996.
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION:
The Pro Forma Balance Sheet as of September 30, 1995 and the Pro Forma
Statements of Operations for the nine months ended September 30, 1995 and the
year ended December 31, 1994, which are attached as Appendix A hereto, have
been prepared to reflect the sale of the Highlands GNMA and the adjustments
described in the accompanying notes. The pro forma financial information is
based on and should be read in conjunction with the historical financial
statements and the notes thereto filed as part of the Partnership's quarterly
report on Form 10-Q for the quarter ended September 30, 1995 and the
Partnership's annual report on Form 10-K for the fiscal year ended December 31,
1994. The Pro Forma Balance Sheet was prepared as if the sale of the
Highlands GNMA occurred on September 30, 1995. The Pro Forma Statements of
Operations were prepared as if the sale occurred on January 1, 1994. The pro
forma financial information is unaudited and not necessarily indicative of
the results that would have actually occurred had the sale been consummated
at the beginning of 1994, nor does it purport to represent the financial
position and results of operations for future periods.
(c) EXHIBITS:
None.
4
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 on March 13, 1996.
NYLIFE Government Mortgage Plus Limited
Partnership
By: NYLIFE Realty Inc.
General Partner
/s/ Kevin M. Micucci
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Kevin M. Micucci
Vice President and Controller
(Principal Financial and
Accounting Officer)
5
APPENDIX A TO
CURRENT REPORT ON FORM 8-K
ITEMS 2 AND 7
UNAUDITED PRO FORMA FINANCIAL STATEMENTS AS OF
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP
F-1
Form 8-K -- Items 2 and 7
NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP
INDEX OF UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Page No.
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Pro Forma Balance Sheet as of September 30, 1995 F-3
Pro Forma Statement of Operations for the Nine
Months Ended September 30, 1995 F-4
Pro Forma Statement of Operations for the
Year Ended December 31, 1994 F-5
Notes and Management's Assumptions to Unaudited
Pro Forma Financial Statements F-6
F-2
NYLIFE Government Mortgage Plus Limited Partnership
Pro Forma Balance Sheet
as of September 30, 1995
(unaudited)
Pro Forma Pro Forma Amounts
Historical 1995 Adjustments (As Adjusted)
--------------- ----------- -------------
Assets
- ------
Cash and cash equivalents $ 900,367 $ 13,105,373 A $14,005,740
Interest receivable 221,107 - 221,107
Investments in Participating Insured
Mortgages 30,677,598 (12,998,673)A 17,678,925
Investments in Participating Guaranteed
Loans 400,100 - 400,100
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Total assets $32,199,172 $ 106,700 $32,305,872
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Liabilities and Partners' Capital
- ---------------------------------
Due to affiliates $ 75,000 $ - $ 75,000
Accrued liabilities 44,384 - 44,384
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Total liabilities 119,384 - 119,384
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Partners' capital:
Capital contributions
net of public offering expenses 36,028,557 - 36,028,557
Accumulated earnings 16,859,159 106,700 A 16,965,859
Cumulative distributions (20,807,928) - (20,807,928)
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Total partners' capital 32,079,788 106,700 32,186,488
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Total liabilities and partners' capital $32,199,172 $ 106,700 $32,305,872
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The accompanying notes are an integral part of these financial statements
F-3
NYLIFE Government Mortgage Plus Limited Partnership
Pro Forma Statement of Operations
for the Nine Months Ended September 30, 1995
(unaudited)
Pro Forma Pro Forma Amounts
Historical 1995 Adjustments (As Adjusted)
--------------- ----------- -------------
Income
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Interest - cash and cash equivalents $ 55,437 $ - $ 55,437
Interest - Mortgages (net of
amortization of acquisition costs) 2,282,186 (751,501)B 1,530,685
Other income 324,000 - 324,000
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Total income (loss) 2,661,623 (751,501) 1,910,122
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Expenses
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General and administrative 150,671 - 150,671
Asset Management Fees 71,125 - 71,125
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Total expenses 221,796 - 221,796
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Net income (loss) $ 2,439,827 $ (751,501) $ 1,688,326
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Net income (loss) allocated
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General Partner $ 33,390 $ (15,030)E $ 18,360
Corporate Limited Partner 59 (18)E 41
Unitholders 2,406,378 (736,453)E 1,669,925
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$ 2,439,827 $ (751,501) $ 1,688,326
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----------- ----------- -----------
Net income (loss) per Unit $ .29 $ (.09) $ .20
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----------- ----------- -----------
Number of Units 8,168,457.7 8,168,457.7 8,168,457.7
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The accompanying notes are an integral part of these financial statements
F-4
NYLIFE Government Mortgage Plus Limited Partnership
Statement of Operations
for the Year Ended December 31, 1994
(unaudited)
Pro Forma Pro Forma Amounts
Historical 1994 Adjustments (As Adjusted)
--------------- ----------- -------------
Income
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Interest - cash and cash equivalents $ 83,971 $ - $ 83,971
Interest - Mortgages (net of
amortization of acquisition costs) 2,620,032 (642,195)B 1,977,837
Other income 1,000 - 1,000
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Total income (loss) 2,705,003 (642,195) 2,062,808
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Expenses
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General and administrative 300,121 - 300,121
Asset Management Fees 158,167 (71,252)C 86,915
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Total expenses 458,288 (71,252) 387,036
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Income (loss) before gain on sale
of investment in Highlands GNMA 2,246,715 (570,943) 1,675,772
Gain on sale of investment
in Highlands GNMA - 17,165 D 17,165
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Net income (loss) $ 2,246,715 $ (553,778) $ 1,692,937
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Net income (loss) allocated
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General Partner $ 44,934 $ (11,419)E $ 33,515
Corporate Limited Partner 55 (13)E 42
Unitholders 2,201,726 (542,346)E 1,659,380
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$ 2,246,715 $ (553,778) $ 1,692,937
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----------- ----------- -----------
Net income (loss) per Unit $ .27 $ (.07) $ .20
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Number of Units 8,168,457.7 8,168,457.7 8,168,457.7
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The accompanying notes are an integral part of these financial statements
F-5
NYLIFE GOVERNMENT MORTGAGE PLUS LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
NOTES AND MANAGEMENT'S ASSUMPTIONS TO
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
NOTE 1 - BASIS OF PRESENTATION
The accompanying Pro Forma Balance Sheet as of September 30, 1995 is
presented as if the sale of the Highlands GNMA occurred on September 30, 1995.
The accompanying Pro Forma Statements of Operations are presented as if the
sale of the Highlands GNMA occurred on January 1, 1994.
These pro forma financial statements should be read in conjunction with the
historical financial statements and notes thereto as of September 30, 1995
and December 31, 1994, filed as part of the Partnership's quarterly report on
Form 10-Q for the quarter ended September 30, 1995 and the Partnership's
annual report on Form 10-K for the fiscal year ended December 31, 1994,
respectively. In management's opinion, all adjustments necessary to reflect
the effects of the sale of the Highlands GNMA by the Partnership have been made.
The unaudited pro forma financial statements are not necessarily indicative
of the actual financial position as of September 30, 1995 or what the actual
results of operations would have been assuming the disposition of the GNMA
had been consummated on January 1, 1994, nor do they purport to represent the
financial position and results of operations for future periods.
NOTE 2 - ADJUSTMENTS TO PRO FORMA FINANCIAL STATEMENTS
(A) To reflect the liquidation proceeds from the sale of the Highlands GNMA
at September 30, 1995.
(B) To eliminate the Partnership's share of interest earned on the Highlands
GNMA and the Participating Guaranteed Loan related to the Highlands (the
"Highlands PGL") for the nine months ended September 30, 1995 and the year
ended December 31, 1994, respectively.
(C) To eliminate the Asset Management Fees paid in connection with the
Highlands PGL and the Participating Insured Mortgage related to the
Highlands for the year ended December 31, 1994.
(D) To reflect the gain on the sale of the Highlands GNMA at January 1, 1994.
(E) To reflect the Partners' allocation of the effect of the sale of the
Highlands GNMA at January 1, 1994.
F-6