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) December 18, 1997
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FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 4
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(Exact name of registrant as specified in its charter)
Illinois 0-15632 36-3441345
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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 53 pages.
The Exhibit Index is located on page 3.
ITEM 2. DISPOSITION OF ASSETS
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Park Plaza Venture, a joint venture with an Affiliated Partnership in which
First Capital Institutional Real Estate, Ltd. - 4 (the "Registrant") owns a 50%
interest, sold its interest in the real property commonly known as Park Plaza
Professional Office Building ("Park Plaza"), located in Houston, Texas to AHP of
Texas, Inc., a Texas Corporation.
The closing of this transaction occurred on December 18, 1997. Park Plaza was
sold for cash to an unrelated party pursuant to arm's-length negotiations. The
sale price was $16,900,000, of which the Registrant's share was $8,450,000.
Proceeds ("Sale Proceeds") received by the Registrant approximated $8,125,000,
which was net of actual and estimated closing expenses. For the year ending
December 31, 1997, the Registrant will record a net loss for financial reporting
purposes of approximately $60,000 from this transaction. The Registrant will
distribute approximately $6,525,000 on May 31, 1998 to Limited Partners of
record as of December 18, 1997. In accordance with the Partnership Agreement 25%
of Sales Proceeds are to be used to repay the loan payable to the General
Partner ("GP Loan"). As the current balance outstanding on the GP Loan was less
than 25% of the Sales Proceeds, the Partnership will repay the amount projected
to be outstanding as of May 31, 1998, or approximately $1,600,000, which is the
current balance outstanding.
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, dated November
18, 1997, between Park Plaza Venture, an Illinois joint venture
(the "Seller") and AHP of Texas, Inc., a Texas Corporation (the
"Purchaser").
2.2 (page 43) Closing Statement, dated December 18, 1997, between the
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 INSTITUTIONAL REAL ESTATE, LTD. - 4
By: FIRST CAPITAL FINANCIAL CORPORATION
As General Partner
December 30, 1997 By: /s/ NORMAN M. FIELD
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(Date) NORMAN M. FIELD
Vice President - Finance and Treasurer
Page 4
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 4
The accompanying unaudited Pro Forma Balance Sheet has been presented as if the
sale of Park Plaza had occurred on September 30, 1997. The accompanying
unaudited Pro Forma Statement of Income and Expenses for the nine months ended
September 30, 1997 has been presented as if the sales of Park Plaza, as well as
the other properties sold during 1997 (Carrollton Crossroads Shopping Center and
3120 Southwest Freeway Office Building) had occurred on December 31, 1996. These
three properties are hereafter referred to as the "Sold Properties". The
accompanying unaudited Pro Forma Statement of Income and Expenses for the year
ended December 31, 1996 has been presented as if the sales of the Sold
Properties 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 Sold Properties 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, 1995 and
1996 and September 30, 1997, nor do they purport to represent the results of
operations of the Registrant for future periods.
Page 5
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 4
PRO FORMA BALANCE SHEET
(Unaudited)
(All dollars rounded to nearest 00s)
ASSETS
September 30, 1997
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Pro Forma
Balance Pro Forma Balance
Sheet Adjustments Sheet
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Investment in commercial rental properties:
Land $ 3,312,800 $ (802,900) $ 2,509,900
Buildings and improvements 27,357,500 (11,830,100) 15,527,400
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30,670,300 (12,633,000) 18,037,300
Accumulated depreciation and amortization (7,978,100) 4,338,200 (3,639,900)
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Total investment properties, net of
accumulated depreciation and amortization 22,692,200 (8,294,800) 14,397,400
Cash and cash equivalents 2,703,500 6,338,700 9,042,200
Investment in debt securities 1,705,000 1,705,000
Restricted cash 50,000 50,000
Rents receivable 14,000 (27,100) (13,100)
Other assets 42,200 (24,200) 18,000
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$27,206,900 $ (2,007,400) $25,199,500
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Loan payable to General Partner $ 1,569,500 $ (1,569,500) $ 0
Accounts payable and accrued expenses 686,400 (235,800) 450,600
Due to Affiliates 39,700 39,700
Security deposits 57,200 (32,300) 24,900
Distributions payable 352,800 6,552,900 6,905,700
Other liabilities 25,400 25,400
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2,731,000 4,715,300 7,446,300
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Partners' capital:
General Partner 40,900 (600) 40,300
Limited Partners (593,025 Units issued
and outstanding) 24,435,000 (6,722,100) 17,712,900
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24,475,900 (6,722,700) 17,753,200
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$27,206,900 $ (2,007,400) $25,199,500
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The accompanying notes are an integral part of the pro forma financial
statements
Page 6
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 4
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
Nine Months Ended September 30, 1997
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Pro Forma
Statement of Current Previous Statement of
Income and Pro Forma Pro Forma Income and
Expenses Adjustments Adjustments Expenses
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Income:
Rental $ 2,783,100 $ (1,174,900) $ (126,900) $1,481,300
Interest 384,900 (2,700) (700) 381,500
Gain on sale of Property 1,102,800 (1,102,800) 0
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4,270,800 (1,177,600) (1,230,400) 1,862,800
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Expenses:
Interest on loan payable to General Partner 199,400 (155,100) 44,300
Depreciation and amortization 682,000 (341,000) (13,900) 327,100
Property operating:
Affiliates 84,400 (58,900) (12,300) 13,200
Nonaffiliates 448,800 (265,000) (45,000) 138,800
Real estate taxes 392,600 (162,900) (11,900) 217,800
Insurance - Affiliate 29,000 (10,800) (2,500) 15,700
Repairs and maintenance 341,600 (222,400) (34,700) 84,500
General and administrative:
Affiliates 18,700 18,700
Nonaffiliates 105,700 (6,800) 98,900
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2,302,200 (1,216,100) (127,100) 959,000
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Net income $ 1,968,600 $ 38,500 $(1,103,300) $ 903,800
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Net income allocated to General Partner $ 367,500 $ $ (311,200) $ 56,300
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Net income allocated to Limited Partners $ 1,601,100 $ 38,500 $ (792,100) $ 847,500
=========== ============ =========== ==========
Net income allocated to Limited
Partners per Unit (593,025 Units
outstanding) $ 2.70 $ 0.06 $ (1.33) $ 1.43
=========== ============ =========== ==========
The accompanying notes are an integral part of the pro forma financial
statements
Page 7
FIRST CAPITAL INSITUTIONAL REAL ESTATE, LTD. - 4
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
Current 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 $ 5,231,900 $ (1,666,700) $(1,852,100) $1,713,100
Interest 235,900 (2,600) (900) 232,400
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5,467,800 (1,669,300) (1,853,000) 1,945,500
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Expenses:
Interest on loan payable to General Partner 364,800 (304,000) 60,800
Depreciation and amortization 1,292,200 (436,500) (415,900) 439,800
Property operating:
Affiliates 366,300 (86,900) (127,200) 152,200
Nonaffiliates 678,000 (330,200) (249,400) 98,400
Real estate taxes 703,800 (235,400) (152,500) 315,900
Insurance - Affiliate 65,000 (17,200) (26,200) 21,600
Repairs and maintenance 568,500 (235,700) (201,800) 131,000
General and administrative:
Affiliates 38,600 38,600
Nonaffiliates 135,500 135,500
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4,212,700 (1,645,900) (1,173,000) 1,393,800
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Net income $ 1,255,100 $ (23,400) $ (680,000) $ 551,700
=========== ============ =========== ==========
Net income allocated to General Partner $ 153,400 $ $ $ 153,400
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Net income allocated to Limited Partners $ 1,101,700 $ (23,400) $ (680,000) $ 398,300
=========== ============ =========== ==========
Net income allocated to Limited
Partners per Unit (593,025 Units
outstanding) $ 1.86 $ (0.04) $ (1.15) $ 0.67
=========== ============ =========== ==========
The accompanying notes are an integral part of the pro forma financial
statements
Page 8
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 4
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 and security deposits have been adjusted as of
September 30, 1997 to reflect the sale of the Registrant's interest in Park
Plaza.
b) Cash and cash equivalents has been adjusted to include the net cash
received by the Registrant from the purchaser of Park Plaza.
c) Distributions payable has been adjusted to reflect the amount of the
special distribution of Sales Proceeds to Limited Partners as if such special
distribution had been declared as of September 30, 1997.
2) For the purpose of the Pro Forma Statements of Income and Expenses for the
nine months ended September 30, 1997 and for the year ended December 31,
1996:
a) The adjustments to the income and expenses reflect the Registrant's
interest in the operations of the Sold Properties.
b) Interest on the loan payable to the General Partner has been adjusted to
reflect payments of principal from Sales Proceeds of the Sold Properties.
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