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 6, 1998
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FIRST CAPITAL GROWTH FUND - XIV, A REAL ESTATE LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Illinois 0-17611 36-3552804
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Two North Riverside Plaza, Suite 1000, 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 93 pages.
The Exhibit Index is located on page 3.
ITEM 2. DISPOSITION OF ASSETS
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1800 Sherman Associates, a joint venture in which First Capital Growth Fund -
Series XIV, a Real Estate Limited Partnership (the "Registrant") owns a 50%
interest, sold its interest in the real property commonly known as 1800 Sherman
Office Building ("1800 Sherman"), located in Evanston, Illinois to Prentiss
Properties Acquisition Partners, L.P., a Delaware Corporation.
The closing of this transaction occurred on August 6, 1998. 1800 Sherman was
sold for cash to an unrelated party pursuant to arm's-length negotiations. The
gross sale price was $15,050,000. The Registrant's share of Sale Proceeds was
approximately $7,275,000, which was net of actual and estimated closing
expenses. For the quarter ending September 30, 1998, the Registrant will record
a gain for financial reporting purposes of approximately $1,600,000 from this
transaction. In accordance with the contract to sell the property, the joint
venture placed $500,000 of the proceeds from this transaction into an interest
bearing escrow account for a nine-month period. The funds placed into escrow are
intended to cover any potential claims asserted by the purchaser arising from
the representations and warranties made by the joint venture. The Partnership
intends to distribute $6,896,100 or $47.50 per Unit on November 30, 1998 to
Limited Partners of record as of August 6, 1998. Following this distribution,
the General Partner will work towards wrapping up the Partnership's affairs.
Upon completion, together with the release of the remaining funds held in
escrow, the Partnership intends to make a liquidating distribution, less funds
needed to cover any remaining or potential liabilities, during 1999.
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) Closing Statement, dated August 6, 1998, between the
Registrant and Prentiss Properties Acquisition Partners, L.P., a
Delaware Corporation ("Purchaser").
2.2 (page 18) Contract for Purchase of Real Property, executed in July
1998, between the Registrant 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 GROWTH FUND - SERIES XIV,
A REAL ESTATE LIMITED PARTNERSHIP
By: FIRST CAPITAL FINANCIAL CORPORATION
As General Partner
August 21, 1998 By: /s/ NORMAN M. FIELD
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(Date) NORMAN M. FIELD
Vice President - Finance and Treasurer
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FIRST CAPITAL GROWTH FUND - XIV, A REAL ESTATE LIMITED PARTNERSHIP
The accompanying unaudited Pro Forma Balance Sheet has been presented as if the
sale of 1800 Sherman had occurred on June 30, 1998. The accompanying unaudited
Pro Forma Statement of Income and Expenses for the six months ended June 30,
1998 has been presented as if the sale of 1800 Sherman had occurred on December
31, 1997. The accompanying unaudited Pro Forma Statement of Income and Expenses
for the year ended December 31, 1997 has been presented as if the sale of 1800
Sherman had occurred on December 31, 1996. In the opinion of the General
Partner, all adjustments necessary to reflect the financial condition and
results of operations of the Partnership exclusive of 1800 Sherman 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 June 30, 1998 and
December 31, 1997 and 1996, nor do they purport to represent the results of
operations of the Registrant for future periods.
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FIRST CAPITAL GROWTH FUND - XIV, A REAL ESTATE LIMITED PARTNERSHIP
PRO FORMA BALANCE SHEET
(Unaudited)
(All dollars rounded to nearest 00s)
ASSETS
Pro Forma
June 30, Pro Forma Balance
1998 Adjustments Sheet
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Investment in commercial rental property:
Land $ 1,319,000 $(1,319,000) $
Buildings and improvements 5,967,400 (5,967,400)
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7,286,400 (7,286,400)
Accumulated depreciation and amortization (1,622,200) 1,622,200
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Total investment properties, net of
accumulated depreciation and amortization 5,664,200 (5,664,200)
Cash and cash equivalents 2,091,400 6,460,200 8,551,600
Investment in debt securities 496,700 496,700
Escrow deposits 250,000 250,000
Rents receivable 35,000 (35,000)
Due from Affiliates, net 5,700 5,700
Other assets 10,900 (3,600) 7,300
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$ 8,303,900 $ 1,007,400 $9,311,300
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accrued real estate taxes $ 541,200 $ (541,200) $
Distributions payable 129,000 6,896,100 7,025,100
Accounts payable and accrued expenses 51,600 (16,700) 34,900
Security deposits 39,700 (39,700)
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761,500 6,298,500 7,060,000
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Partners' capital:
General Partner 147,300 16,000 163,300
Limited Partners (145,182 Units outstanding) 7,395,100 (5,307,100) 2,088,000
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7,542,400 (5,291,100) 2,251,300
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$ 8,303,900 $ 1,007,400 $9,311,300
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The accompanying notes are an integral part of the
pro forma financial statements.
Page 6
FIRST CAPITAL GROWTH FUND - XIV, A REAL ESTATE LIMITED PARTNERSHIP
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
Six Months Ended June 30, 1998
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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 $ 809,500 $ (809,500) $
Interest 62,900 62,900
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872,400 (809,500) 62,900
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Expenses:
Depreciation and amortization 131,800 (131,800)
Property operating:
Affiliates 47,300 (47,300)
Nonaffiliates 73,900 (73,900)
Real estate taxes 265,600 (265,600)
Insurance - Affiliate 3,500 (3,500)
Repairs and maintenance 83,900 (83,900)
General and administrative:
Affiliates 5,800 5,800
Nonaffiliates 33,100 33,100
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644,900 (606,000) 38,900
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Net income $ 227,500 $ (203,500) $ 24,000
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Net income allocated to General Partner $ 22,800 $ (20,400) $ 2,400
=============== ============ =============
Net income allocated to Limited Partners $ 204,700 $ (183,100) $ 21,600
=============== ============ =============
Net income allocated to Limited
Partners per Unit (145,182 Units
outstanding) $ 1.41 $ (1.26) $ 0.15
=============== ============ =============
The accompanying notes are an integral part of the pro forma financial
statements.
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FIRST CAPITAL GROWTH FUND - XIV, A REAL ESTATE LIMITED PARTNERSHIP
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(All dollars rounded to nearest 00s
except per Unit amounts)
Year Ended December 31, 1997
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Pro Forma
Statement of
Statement of Pro Forma Income and
Income and Adjustments Expenses
Expenses (Unaudited) (Unaudited)
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Income:
Rental $1,577,900 $(1,577,900) $
Interest 135,300 135,300
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1,713,200 (1,577,900) 135,300
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Expenses:
Depreciation and amortization 252,400 (252,400)
Property operating:
Affiliates 100,900 (100,900)
Nonaffiliates 139,000 (139,000)
Real estate taxes 525,500 (525,500)
Insurance - Affiliate 11,400 (11,400)
Repairs and maintenance 147,200 (147,200)
General and administrative:
Affiliates 13,600 13,600
Nonaffiliates 51,500 51,500
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1,241,500 (1,176,400) 65,100
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Net income $ 471,700 $ (401,500) $ 70,200
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Net income allocated to General Partner $ 47,200 $ (40,200) $ 7,000
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Net income allocated to Limited Partners $ 424,500 $ (361,300) $ 63,200
========== =========== ========
Net income allocated to Limited
Partners per Unit (145,182 Units
outstanding) $ 2.92 $ (2.49) $ 0.43
========== =========== ========
The accompanying notes are an integral part of the pro forma
financial statements.
Page 8
FIRST CAPITAL GROWTH FUND -- SERIES XIV, A REAL ESTATE LIMITED PARTNERSHIP
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, escrow deposits, other
assets, accounts payable and accrued expenses, security deposits and other
liabilities have been adjusted as of June 30, 1998 to reflect the sale of
the Registrant's interest in 1800 Sherman.
b) Cash and cash equivalents and escrow deposits have been adjusted to
include the Sale Proceeds of 1800 Sherman received and placed in escrow by
the Registrant.
c) Distributions payable have been adjusted to reflect the declaration of
a special distribution of 1800 Sherman Sale Proceeds.
2) For the purpose of the Pro Forma Statement of Income and Expenses for the
six months ended June 30, 1998 and for the year ended December 31, 1997, the
adjustments to the income and expenses reflect the elimination of the
Registrant's interest in the operations of 1800 Sherman.
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