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): October 31, 2000 NEW ENGLAND LIFE PENSION PROPERTIES IV; A REAL ESTATE LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Massachusetts (State or Other Jurisdiction of Incorporation) 0-15429 04-2893298 Commission File Number) (IRS Employer Identification No.) World Trade Center East Two Seaport Lane, 16th Fl. Boston, MA 02210 (Address of principal executive offices) (Zip Code) (617) 261-9000 Registrant's Telephone Number, Including Area Code (Former Name or Former Address, if Changed Since Last Report) 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 Item 2. Acquisition or Disposition of Assets. - ---------------------------------------------- New England Life Pension Properties IV; A Real Estate Limited Partnership (the "Partnership"), owns a 50% partnership interest in MORF 6 Venture (the "Joint Venture"), a Maryland general partnership organized to own real property. The remaining 50% is owned by M.O.R.F. 6 Associates Limited Partnership, a Maryland Limited Partnership ("MORF 6"). On October 31, 2000, the Joint Venture sold its property located at 5340 and 5350 Spectrum Drive, Frederick, Maryland. The property was sold to MORF 6 for gross proceeds of $5,941,783. The selling price was determined by arm's length negotiations between the Partnership and MORF 6. The Partnership received net proceeds of approximately $5,208,000, representing a return of capital and accrued priority return totaling approximately $4,480,000 and its 50% share of residual proceeds of approximately $729,000. The Partnership recognized a gain of approximately $897,000. 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 June 30, 2000 (Exhibit A). The pro forma income statements are presented for the fiscal year ended December 31, 1999 (Exhibit B) and the six month period ended June 30, 2000 (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: November 13, 2000 NEW ENGLAND LIFE PENSION PROPERTIES IV; A REAL ESTATE LIMITED PARTNERSHIP (Registrant) By: Fourth Copley Corp. Managing General Partner By: /s/ Alison L. Husid --------------------------------- Name: Alison L. Husid Title: President and Chief Executive Officer New England Life Pension Properties IV EXHIBIT A A Real Estate Limited Partnership Pro Forma Balance Sheet June 30, 2000 Unaudited Pro Form June 30, 2000 June 30, 2000 Adjustment Pro Forma ------------- ----------- ------------- ASSETS Joint venture held for disposition, net 4,311,588 (4,311,588)(a) 0 Cash and cash equivalents 2,620,757 5,208,291 (a) 7,829,048 Other net assets 30,123 0 30,123 ----------- ----------- ----------- $ 6,962,468 $ 896,703 $ 7,859,171 =========== =========== =========== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 113,193 $ 0 $ 113,193 Accrued management fee 3,274 0 3,274 Deferred disposition fees 4,467,341 0 4,467,341 ----------- ----------- ----------- Total liabilities 4,583,808 0 4,583,808 ----------- ----------- ----------- Partners' capital (deficit): Limited partners ($137 per unit, 120,000 units authorized, 94,997 units issued and outstanding) 2,389,838 887,736 (a) 3,277,574 General partners (11,178) 8,967 (a) (2,211) ----------- ----------- ----------- Total partners' capital 2,378,660 896,703 3,275,363 ----------- ----------- ----------- $ 6,962,468 $ 896,703 $ 7,859,171 =========== =========== =========== New England Life Pension Properties IV EXHIBIT B A Real Estate Limited Partnership Pro Forma Income Statement Year Ended December 31, 1999 Unaudited Year Ended Year Ended Pro Forma December 31, 1999 December 31, 1999 Adjustment Pro Forma ----------------- ----------- ----------------- Investment Activity Property rentals $1,487,638 $ 0 $1,487,638 Property operating expenses (951,623) 0 (951,623) Depreciation and amortization (83,830) 1,840 (b) (81,990) ----------- ---------- ---------- 452,185 1,840 454,025 Amortization (4,441) 0 (4,441) Equity in joint venture earnings 1,661,176 (666,696)(b) 994,480 ----------- ---------- ---------- Total real estate operations 2,108,920 (664,856) 1,444,064 Gain on sale of joint venture 1,927,893 0 1,927,893 Gain on sale of property 3,474,005 0 3,474,005 ----------- ---------- ---------- Total real estate activity 7,510,818 (664,856) 6,845,962 Interest on cash equivalents and short term investments 362,547 0 362,547 ----------- ---------- ---------- Total investment activity 7,873,365 (664,856) 7,208,509 Portfolio Expenses Management fee 310,709 (70,200)(e) 240,509 General and administrative 306,275 (4,000)(f) 302,275 ----------- ---------- ---------- 616,984 (74,200) 542,784 ----------- ---------- ---------- Net income (loss) $7,256,381 $(590,656) $6,665,725 =========== ========== ========== Net income (loss) per limited partnership unit $75.62 $(6.15)(c) $69.47 =========== ========== ========== Number of limited partnership units outstanding during the year 94,997 94,997 94,997 =========== ========== ========== New England Life Pension Properties IV EXHIBIT C A Real Estate Limited Partnership Pro Forma Income Statement Six Months Ended June 30, 2000 Unaudited Six Months Ended Six Months Ended Pro Forma June 30, 2000 June 30, 2000 Adjustment Pro Forma ---------------- ---------- ---------------- Investment Activity Amortization (920) 920 (d) 0 Joint venture earnings 346,053 (346,053)(d) 0 --------- ---------- -------- Total real estate activity 345,133 (345,133) 0 Interest on cash equivalents and short term investments 148,579 0 148,579 --------- ---------- -------- Total investment activity 493,712 (345,133) 148,579 Portfolio Expenses Management fee 62,350 (26,550)(e) 35,800 General and administrative 174,846 0 174,846 --------- ---------- -------- 237,196 (26,550) 210,646 --------- ---------- -------- Net income (loss) $256,516 $(318,583) $(62,067) ========= ========== ======== Net income (loss) per limited partnership unit $2.67 $(3.32)(c) $(0.65) ========= ========== ======== Number of limited partnership units outstanding during the period 94,997 94,997 94,997 ========= ========== ======== 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) Removal of 1999 operating activity related to the disposed asset discussed in Item 2 herein. (c) Calculation of net loss per limited partnership unit after the removal of operating activity related to the disposed asset discussed in Item 2 herein. (d) Removal of 2000 year-to-date operating activity related to the disposed asset discussed in Item 2 herein. (e) Removal of management fees based on distributions received during the pro forma period from the disposed asset discussed in Item 2 herein. (f) Removal of appraisal fees incurred during the pro forma period for the disposed asset discussed in Item 2 herein.