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) June 16, 1997
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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 1100, 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 changed since last report.)
This document consists of 95 pages.
The Exhibit Index is located on page 3.
ITEM 2. DISPOSITION OF ASSETS
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Regency Park Associates a joint venture in which First Capital Income
Properties, Ltd. - Series XI (the "Registrant") owns a 50% interest, sold its
interest in the real property commonly known as Regency Park Shopping Center
(the "Property"), located in Jacksonville, Florida.
The closing of this transaction occurred on June 16, 1997. The Property was sold
to an unrelated party pursuant to arm's-length negotiations. The sale price was
$19,325,000, of which the Registrant's share was $9,662,500. Net sales proceeds
received by the Registrant approximated $1,626,400, which was net of closing
expenses and repayment of the outstanding mortgage indebtedness encumbering the
Property. For the quarter ending June 30, 1997, the Registrant will record a net
gain for financial reporting purposes of approximately $1,600,000 from this
transaction. Proceeds from the sale will be retained to supplement working
capital reserves.
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) Contract for Purchase of Real Property, executed May
8, 1997, between Regency Park Associates, an Illinois joint
venture ("Seller") and New Plan Realty Trust, a Massachusetts
business trust ("Purchaser");
2.2 (page 86) Closing statement, dated June 16, 1997, between
Seller and Purchaser.
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
June 26, 1997 By: /s/ DOUGLAS CROCKER II
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(Date) DOUGLAS CROCKER II
President and Chief Executive Officer
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 March 31, 1997. The accompanying unaudited
Pro Forma Statement of Income and Expenses for the three months ended March 31,
1997 has been presented as if the sale of the Property had occurred on December
31, 1996. The accompanying unaudited Pro Forma Statement of Income and Expenses
for the year ended December 31, 1996 has been presented as if the sale of the
Property and the property sold during 1996 had occurred on December 31, 1995. In
the opinion of the General Partner, all adjustments necessary to reflect the
financial condition and results of operations of the Partnership exclusive 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 transaction actually occurred as of December
31, 1995 and 1996 and March 31, 1997, 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
March 31, Pro Forma Balance
1997 Adjustments Sheet
--------- ----------- ---------
Investment in commercial rental properties:
Land $ 8,151,600 $(2,081,600) $ 6,070,000
Buildings and improvements 49,957,800 (8,306,000) 41,651,800
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58,109,400 (10,387,600) 47,721,800
Accumulated depreciation and amortization (17,410,000) 2,636,200 (14,773,800)
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Total investment properties, net of
accumulated depreciation and amortization 40,699,400 (7,751,400) 32,948,000
Cash and cash equivalents 1,549,900 1,626,400 3,176,300
Rents receivable 550,400 (56,600) 493,800
Other assets 288,100 (35,800) 252,300
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$43,087,800 $(6,217,400) $36,870,400
=========== =========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loans payable $34,678,100 $(7,674,600) $27,003,500
Front-End Fees Loan payable to Affiliate 8,295,200 8,295,200
Accounts payable and accrued expenses 1,192,900 (105,700) 1,087,200
Due to Affiliates 942,000 942,000
Security deposits 189,000 (16,200) 172,800
Other liabilities 11,000 11,000
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45,308,200 (7,796,500) 37,511,700
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Partners' capital:
General Partner (deficit) (2,220,400) 1,579,100 (641,300)
Limited Partners (57,621 Units issued and
outstanding)
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(2,220,400) 1,579,100 (641,300)
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$43,087,800 $(6,217,400) $36,870,400
=========== ============ ===========
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)
Three Months Ended March 31, 1997
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Pro Forma
Statement of Statement of
Income and Pro Forma Income and
Expenses Adjustments Expenses
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Income:
Rental $2,592,000 $(347,400) $2,244,600
Interest on short-term investments 16,500 0 16,500
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2,608,500 (347,400) 2,261,100
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Expenses:
Interest
Affiliates 154,700 154,700
Nonaffiliates 718,000 (144,200) 573,800
Depreciation and amortization 376,200 376,200
Property operating:
Affiliates 82,500 (12,200) 70,300
Nonaffiliates 522,300 (32,800) 489,500
Real estate taxes 332,900 (33,600) 299,300
Insurance - Affiliate 35,000 (4,400) 30,600
Repairs and maintenance 292,200 (16,000) 276,200
General and administrative:
Affiliates 8,900 8,900
Nonaffiliates 36,000 36,000
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2,558,700 (243,200) 2,315,500
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Net income (loss) $ 49,800 $(104,200) $ (54,400)
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Net income (loss) allocated to General Partner $ 49,800 $(104,200) $ (54,400)
========== ========= ==========
Net income (loss) allocated to Limited Partners $ 0 $ 0 $ 0
========== ========= ==========
Net income (loss) allocated to Limited
Partners per Unit (57,621 Units outstanding) $ 0 $ 0 $ 0
========== ========= ==========
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)
Year Ended December 31, 1996
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Pro Forma
Previous Statement of
Statement of Pro Forma Pro Forma Income and
Income and Adjustments Adjustments Expenses
Expenses (Unaudited) (Unaudited) (Unaudited)
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Income:
Rental $10,386,100 $ (1,198,600) $ (1,009,500) $ 8,178,000
Interest on short-term investments 62,500 (800) 61,700
Net gain on sale of property 816,100 (816,100) 0
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11,264,700 (1,198,600) (1,826,400) 8,239,700
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Expenses:
Interest
Affiliates 626,600 626,600
Nonaffiliates 3,249,100 (582,800) (248,500) 2,417,800
Depreciation and amortization 1,649,600 (216,200) (14,900) 1,418,500
Property operating:
Affiliates 575,200 (100,400) (17,400) 457,400
Nonaffiliates 1,972,300 (53,400) (235,800) 1,683,100
Real estate taxes 1,382,300 (134,800) (82,300) 1,165,200
Insurance - Affiliates 140,500 (17,000) (6,600) 116,900
Repairs and maintenance 1,242,700 (73,000) (160,100) 1,009,600
General and administrative:
Affiliates 37,800 37,800
Nonaffiliates 146,700 146,700
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11,022,800 (1,177,600) (765,600) 9,079,600
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Net income (loss) $ 241,900 $ (21,000) $ (1,060,800) $ (839,900)
=========== ============ ============ ===========
Net income (loss) allocated to General Partner $ 241,900 $ (21,000) $ (1,060,800) $ (839,900)
=========== ============ ============ ===========
Net income (loss) allocated to Limited Partners $ 0 $ 0 0 $ 0
=========== ============ ============ ===========
Net income (loss) allocated to Limited
Partners per Unit (57,621 Units outstanding) $ 0 $ 0 0 $ 0
=========== ============ ============ ===========
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, security deposits and other liabilities have
been adjusted as of March 31, 1997 to reflect the sale of the Registrant's
interest in the Property.
b) Cash and cash equivalents has been adjusted to include the Registrants'
portion of the net cash received from the purchaser of the Property.
c) The mortgage loans payable has been adjusted to reflect the repayment of
the loan encumbering the Property as of March 31, 1997.
2) For the purpose of the Pro Forma Statement of Income and Expenses for the
three months ended March 31, 1997, the adjustments to the income and expenses
reflect the Registrant's interest in the operations of the Property. For the
purpose of the Pro Forma Statement of Income and Expenses for the year ended
December 31, 1996, the adjustments to the income and expenses reflect the
Registrant's interest in the operations of the Property and the operations of
a property previously sold by the Registrant during the year ended December
31, 1996.
Page 9