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): December 20, 1999 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in its Charter) Massachusetts (State or Other Jurisdiction of Incorporation) 0-17808 04-2940131 (Commission File Number) (IRS Employer Identification No.) 225 Franklin Street, 25th Floor Boston, MA 02110 (Address of principal executive offices) (Zip Code) (617) 261-9000 Registrant's Telephone Number, Including Area Code Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. - ---------------------------------------------- New England Pension Properties V; A Real Estate Limited Partnership (the "Partnership") owns a 30.5% partnership interest in Gateway 51 Partnership (the "Joint Venture"), a general partnership organized to own real property. The remaining 69.5% is owned by New England Life Pension Properties V; A Real Estate Limited Partnership, an affiliate of the Partnership. On December 20, 1999, the Joint Venture sold its property located at 7130-7150 Columbia Gateway Drive, Columbia, Maryland. The property was sold to an unaffiliated third party (the "Buyer") for gross proceeds of $19,850,000, of which the Partnership's share was $6,054,250. The selling price was determined by arms-length negotiation between the Joint Venture and the Buyer. The Partnership received its 30.5% share of the net proceeds, approximately $5,892,000, and recognized a gain of approximately $772,000. Item 7. Financial Statements and Exhibits. - ------------------------------------------- In connection with the disposition of the asset discussed in Item 2 above, pro forma financial statements are presented below. The pro forma balance sheet is presented as of September 30, 1999 (Exhibit A). The pro forma income statements are presented for the fiscal year ended December 31, 1998 (Exhibit B) and the nine month period ended September 30, 1999 (Exhibit C). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 3, 2000 NEW ENGLAND PENSION PROPERTIES V; A REAL ESTATE LIMITED PARTNERSHIP (Registrant) By: Fifth Copley Corp., Managing General Partner By: /s/ Alison Husid Cutler --------------------------------- Name: Alison Husid Cutler Title: President, Chief Executive Officer and Director 2 EXHIBIT A New England Pension Properties V A Real Estate Limited Partnership Pro Forma Balance Sheet September 30, 1999 Unaudited Pro Forma September 30, 1999 September 30, 1999 Adjustment Pro Forma ------------------ ---------- --------- ASSETS Property, Net $ 8,887,268 $ 0 $8,887,268 Property held for disposition, net 1,491,742 0 1,491,742 Joint venture, held for disposition, net 4,938,566 $(4,938,566)(a) 0 Cash and cash equivalents 6,161,741 5,891,711 (a) 12,053,452 ----------- ----------- ----------- $21,479,317 $ 953,145 $22,432,462 =========== =========== =========== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 132,775 $0 $132,775 Accrued management fee 23,617 0 23,617 Deferred management and disposition fees 1,731,932 181,628 (b) 1,913,560 ----------- ----------- ----------- Total liabilities 1,888,324 181,628 2,069,952 ----------- ----------- ----------- Partners' capital (deficit): Limited partners ($367 per unit; 160,000 units authorized, 82,228 units issued and outstanding) 19,611,434 763,802 (a) 20,375,236 General partners (20,441) 7,715 (a) (12,726) ----------- ----------- ----------- Total partners' capital 19,590,993 771,517 20,362,510 ----------- ----------- ----------- $21,479,317 $ 953,145 $22,432,462 =========== =========== =========== 3 EXHIBIT B New England Pension Properties V A Real Estate Limited Partnership Pro Forma Income Statement Year Ended December 31, 1998 Unaudited Year Ended Year Ended Pro Forma December 31, 1998 December 31, 1998 Adjustment Pro Forma ----------------- ---------- --------- Investment Activity Property rentals $ 4,103,360 $ 0 $4,103,360 Interest income on loan to ground lessor 142,492 0 142,492 Property operating expenses (949,126) 0 (949,126) Ground rent expense (390,000) 0 (390,000) Depreciation and amortization (1,003,722) 1,940 (c) (1,001,782) ----------- ----------- ----------- 1,903,004 1,940 1,904,944 Equity in joint venture earnings 440,440 (440,440)(c) 0 ----------- ----------- ----------- Total real estate activity 2,343,444 (438,500) 1,904,944 Interest on cash equivalents and short term investments 488,461 0 488,461 ----------- ----------- ----------- Total investment activity 2,831,905 (438,500) 2,393,405 Portfolio Expenses Management fee 401,138 (38,754)(f) 362,384 General and administrative 255,287 (2,593)(g) 252,694 ----------- ----------- ----------- 656,425 (41,347) 615,078 ----------- ----------- ----------- Net income (loss) $ 2,175,480 $ (397,153) $1,778,327 =========== =========== ========== Net income (loss) per weighted average limited partnership unit $ 26.17 $ (4.78)(d) $ 21.39 =========== =========== ========== Weighted average number of limited partnership units outstanding during the year 82,309 82,309 82,309 =========== =========== ========== 4 EXHIBIT C New England Pension Properties V A Real Estate Limited Partnership Pro Forma Income Statement Nine Months Ended September 30, 1999 Unaudited Nine Months Ended Nine Months Ended Pro Forma September 30, 1999 September 30, 1999 Adjustment Pro Forma ------------------ ---------- --------- Investment Activity Property rentals $2,183,952 $0 $2,183,952 Interest income on loan to ground lessor $101,365 0 101,365 Property operating expenses (715,773) 0 (715,773) Ground rent expense (292,500) 0 (292,500) Depreciation and amortization (616,180) 1,455 (e) (614,725) ----------- ----------- ----------- 660,864 1,455 662,319 Joint venture earnings 403,528 (403,528)(e) 0 ----------- ----------- ----------- Total real estate operations 1,064,392 (402,073) 662,319 Gain on sale of wholly-owned properties 3,475,077 0 3,475,077 ----------- ----------- ----------- Total real estate activity 4,539,469 (402,073) 4,137,396 Interest on cash equivalents and short term investments 316,967 0 316,967 ----------- ----------- ----------- Total investment activity 4,856,436 (402,073) 4,454,363 Portfolio Expenses Management fee 329,405 (27,672)(f) 301,733 General and administrative 199,019 0 199,019 ----------- ----------- ----------- 528,424 (27,672) 500,752 ----------- ----------- ----------- Net income (loss) $4,328,012 ($374,401) $3,953,611 =========== =========== ========== Net income (loss) per limited partnership unit $52.11 ($4.51)(d) $47.60 =========== =========== ========== Number of limited partnership units outstanding during the period 82,228 82,228 82,228 =========== =========== ========== Pro Forma Financial Statement Footnotes: (a) Disposition of asset as discussed in Item 2 herein and allocation of the gain to the Partners on such disposition. (b) Disposition fee incurred in connection with the disposition of the asset discussed in Item 2 herein. (c) Removal of 1998 operating activity related to the disposed asset discussed in Item 2 herein. (d) Calculation of net loss per limited partnership unit after the removal of operating activity related to the disposed asset discussed in Item 2 herein. (e) Removal of 1999 year-to-date operating activity related to the disposed asset discussed in Item 2 herein. (f) Removal of management fees based on distributions received during the pro forma period from the disposed asset discussed in Item 2 herein. (g) Removal of appraisal fees incurred during the pro forma period for the disposed asset discussed in Item 2 herein. 5