UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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) August 28, 1996
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FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES XI
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(Exact name of registrant as specified in its charter)
Illinois 0-15538 36-3364279
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606-2607
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 207-0020
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(Former name or former address, if changes since last report.)
THIS DOCUMENT CONSISTS OF 54 PAGES.
THE EXHIBIT INDEX IS LOCATED ON PAGE 3.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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Sentry Park West Joint Venture (the "Joint Venture"), a joint venture in which
First Capital Income Properties, Ltd. - Series XI (the "Registrant") has a 50%
interest, sold its interest in the real property commonly known as Sentry Park
West Office Campus, located in Blue Bell, Pennsylvania (the "Property").
The closing of this transaction occurred on August 28, 1996. The Property was
sold to an unrelated party pursuant to arm's-length negotiations. The sale
price was $11,650,000, of which the Registrant's share was $5,825,000. The
Joint Venture received net sale proceeds of $1,789,100, which was net of closing
prorations, selling expenses and the payoff of the mortgage loan collateralized
by the Property, of which the Registrant's share was $894,500. The Registrant
utilized its net sale proceeds to reduce the principal outstanding on the second
mortgage loan collateralized by Marquette Mall and Office Building.
Page 2
ITEM 7. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(page 5) Pro Forma Financial Information
Exhibits
2.1 (page 10) Real Estate Sale Agreement dated March 25, 1996 for
Sentry Park West Office Campus, Blue Bell, Pennsylvania.
2.2 (page 33) First Amendment to Real Estate Sale Agreement dated May
9, 1996 for Sentry Park West Office Campus, Blue Bell,
Pennsylvania.
2.3 (page 38) Second Amendment to Real Estate Sale Agreement dated May
24, 1996 for Sentry Park West Office Campus, Blue Bell,
Pennsylvania.
2.4 (page 41) Third Amendment to Real Estate Sale Agreement dated May
30, 1996 for Sentry Park West Office Campus, Blue Bell,
Pennsylvania.
2.5 (page 45) Fourth Amendment to Real Estate Sale Agreement dated
July 2, 1996 for Sentry Park West Office Campus, Blue Bell,
Pennsylvania.
2.6 (page 49) Fifth Amendment to Real Estate Sale Agreement dated
August 21, 1996 for Sentry Park West Office Campus, Blue Bell,
Pennsylvania.
2.7 (page 52) Closing Statement dated August 28, 1996 for Sentry Park
West, 1777 Sentry Parkway West, Blue Bell, Pennsylvania.
No information is required under Items 1,3,4,5,6,and 8; therefore, those Items
have been omitted.
Page 3
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.
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES XI
By: FIRST CAPITAL FINANCIAL CORPORATION
As General Partner
September 11, 1996 By: /s/ NORMAN M. FIELD
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NORMAN M. FIELD
Vice President - Finance and Treasurer
Page 4
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES XI
The accompanying unaudited Pro Forma Balance Sheet has been presented as if the
sale of the Property had occurred on June 30, 1996. The accompanying unaudited
pro Forma Statement of Income and Expenses for the six months ended June 30,
1996 has been presented as if the sale of the Property had occurred on December
31, 1995. The accompanying unaudited Pro Forma Statement of Income and Expenses
for the year ended December 31, 1995 has been presented as if the sale of the
Property had occurred on December 31, 1994. In the opinion of the General
Partner, all adjustments necessary to reflect the sale of the Property have been
made. The unaudited pro forma financial statements are not necessarily
indicative of what the actual financial position and results of operations would
have been had such transactions actually occurred as of December 31, 1994, 1995
and June 30, 1996, nor do they purport to represent the results of operations of
the Registrant for future periods.
Page 5
FIRST CAPITAL INCOME PROPERTIES, LTD.-SERIES XI
PRO FORMA BALANCE SHEET
(Unaudited)
(All dollars rounded to nearest 00s)
ASSETS
Pro Forma
June 30, Pro Forma Balance
1996 Adjustments Sheet
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Investment in commercial rental properties:
Land $ 8,948,500 ($796,900) $ 8,151,600
Buildings and improvements 56,379,300 (7,027,500) 49,351,800
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65,327,800 (7,824,400) 57,503,400
Accumulated depreciation and amortization (19,333,100) 3,043,000 (16,290,100)
----------- ----------- -----------
Total investment properties, net of
accumulated depreciation and amortization 45,994,700 (4,781,400) 41,213,300
Cash and cash equivalents 1,708,000 819,800 2,527,800
Rents receivable 449,800 10,000 459,800
Other assets (net of accumulated amortization
on loan acquisition costs of $982,700,
$66,100 and $916,600, respectively) 220,800 (25,200) 195,600
----------- ----------- -----------
$48,373,300 ($3,976,800) $44,396,500
=========== =========== ===========
LIABILITIES AND PARTNERS' (DEFICIT)
Liabilities:
Mortgage loans payable $40,624,600 ($4,673,700) $35,950,900
Front-End Fees loan payable to Affiliate 8,295,200 8,295,200
Accounts payable and accrued expenses 1,380,500 (81,800) 1,298,700
Due to Affiliates 422,300 (700) 421,600
Security deposits 224,000 (62,100) 161,900
Other liabilities 316,800 316,800
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51,263,400 (4,818,300) 46,445,100
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Partners' (deficit)
General Partner (deficit) (2,890,100) 841,500 (2,048,600)
Limited Partners (57,621 Units issued
and outstanding) 0 0 0
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(2,890,100) 841,500 (2,048,600)
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$48,373,300 ($3,976,800) $44,396,500
=========== =========== ===========
The accompanying notes are an integral part of the pro forma
financial statements.
Page 6
FIRST CAPITAL INCOME PROPERTIES, LTD.-SERIES XI
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(Unaudited)
(All dollars rounded to nearest 00s except per Unit amounts)
Statement
of Income
and Expenses
For the Six Pro Forma
Months Ended Statement
June 30, Pro Forma of Income
1996 Adjustments and Expenses
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Income:
Rental $5,312,500 ($758,100) $4,554,400
Interest 30,800 (600) 30,200
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5,343,300 (758,700) 4,584,600
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Expenses:
Interest
Affiliate 311,300 311,300
Nonaffiliates 1,716,000 (188,800) 1,527,200
Depreciation and amortization 826,400 (14,900) 811,500
Property operating:
Affiliates 282,600 (6,500) 276,100
Nonaffiliates 1,051,400 (190,600) 860,800
Real estate taxes 717,400 (61,800) 655,600
Insurance - Affiliate 73,100 (5,300) 67,800
Repairs and maintenance 631,000 (121,000) 510,000
General and administrative:
Affiliates 17,300 17,300
Nonaffiliates 94,800 94,800
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5,721,300 (588,900) 5,132,400
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Net (loss) ($378,000) ($169,800) ($547,800)
============ ========== ===========
Net (loss) allocated
to General Partner ($378,000) ($169,800) ($547,800)
============ ========== ===========
Net (loss) allocated
to Limited Partners $0 $0 $0
============ ========== ===========
Net (loss) allocated to Limited
Partners per Unit (57,621 Units
outstanding) $0.00 $0.00 $0.00
============ ========== ===========
The accompanying notes are an integral part of the pro forma financial
statements.
Page 7
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES XI
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(All dollars rounded to nearest 00s except per Unit amounts)
Statement
of Income
and Expenses Pro Forma
For the Year Statement
Ended Pro Forma of Income
December 31, Adjustments and Expenses
1995 (Unaudited) (Unaudited)
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Income:
Rental $10,383,600 ($1,400,800) $8,982,800
Interest 52,900 (2,300) 50,600
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10,436,500 (1,403,100) 9,033,400
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Expenses:
Interest:
Affiliate 673,000 673,000
Nonaffiliates 3,724,100 (401,000) 3,323,100
Depreciation and amortization 2,341,800 (557,200) 1,784,600
Property operating:
Affiliates 602,000 (22,400) 579,600
Nonaffiliates 2,162,500 (375,200) 1,787,300
Real estate taxes 1,285,100 (123,500) 1,161,600
Insurance - Affiliate 111,800 (12,300) 99,500
Repairs and maintenance 1,296,900 (263,400) 1,033,500
General and administrative:
Affiliates 41,500 41,500
Nonaffiliates 151,200 (1,700) 149,500
Provisions for value impairment 5,600,000 5,600,000
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17,989,900 (1,756,700) 16,233,200
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Net (loss) ($7,553,400) $353,600 ($7,199,800)
============= ============== ==============
Net (loss) allocated
to General Partner ($2,223,200) $3,500 ($2,219,700)
============= ============== ==============
Net (loss) allocated
to Limited Partners ($5,330,200) $350,100 ($4,980,100)
============= ============== ==============
Net (loss) allocated to Limited Partners
per Unit (57,621 Units outstanding) ($92.50) $6.07 ($86.43)
============= ============== ==============
The accompanying notes are an integral part of the pro forma financial statements.
Page 8
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES XI
Notes to Pro Forma Balance Sheet and
Pro Forma Statements of Income and Expenses
1) For the purpose of the Pro Forma Balance Sheet:
(a) the accounts for land, buildings and improvements, accumulated
depreciation and amortization, rents receivable, other assets, accounts
payable and accrued expenses, due to Affiliates and security deposits
have been adjusted as of June 30, 1996 to reflect the sale of the
Property;
(b) cash and cash equivalents has been adjusted to include the net cash
received by the Registrant from the Joint Venture from the sale of the
Property and
(c) mortgage loans payable has been adjusted to reflect the Registrant's
share of the payoff of the mortgage loan which encumbered the Property.
2) For the purpose of the Pro Forma Statements of Income and Expenses for the
six months ended June 30, 1996 and for the year ended December 31, 1995, the
adjustments to the income and expenses reflect the Registrant's share of
operations of the Property.
Page 9