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) May 11, 1999
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 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 34 pages.
The Exhibit Index is located on page 3.
ITEM 2. DISPOSITION OF ASSETS
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Burlington Associates General Partnership, a joint venture in which First
Capital Income Properties, Ltd. - Series XI (the "Registrant") owns a 70%
preferred interest, sold the real property commonly known as Burlington Office
Center I, II & III (the "Property"), located in Ann Arbor, Michigan to Great
Lakes REIT L.P., a Delaware Limited Partnership.
The closing of this transaction occurred on May 11, 1999. The Property was sold
for $19,650,000 to an unrelated party pursuant to arm's-length negotiations.
Sales Proceeds received by the Registrant approximated $8,125,000, which was net
of estimated closing expenses and repayment of the outstanding mortgage
indebtedness encumbering the Property. For the quarter ending June 30, 1999, the
Registrant will record a net gain for financial reporting purposes of
approximately $5,575,000 from this transaction. On June 7, 1999, the Partnership
will utilize proceeds of $6,798,000 from the sale to repay the junior mortgage
collateralized by Marquette Mall and Office Building. The remainder of the
proceeds 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) Closing statement and supporting statements, dated May
11, 1999, between Seller and Purchaser.
2.2 (page 19) Contract for Purchase of Real Property, executed in
March, 1999, between Burlington Associates General Partnership,
an Illinois joint venture ("Seller") and Great Lakes REIT, L.P.,
a Delaware Limited Partnership ("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
May 20, 1999 By: /s/ NORMAN M. FIELD
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(Date) 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 March 31, 1999. The accompanying unaudited
Pro Forma Statement of Income and Expenses for the three months ended March 31,
1999 has been presented as if the sales of the Property and the Marquette land
parcel, as described in the Partnership's Form 10-Q for the quarter ended March
31, 1999, had occurred on December 31, 1998. The accompanying unaudited Pro
Forma Statement of Income and Expenses for the year ended December 31, 1998 has
been presented as if the sale of the Property had occurred on December 31, 1997.
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, 1997 and 1998 and March 31, 1999, 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
1999 Adjustments Sheet
------------ ------------ ------------
Investment in commercial rental properties:
Land $ 6,019,100 $ (3,000,000) $ 3,019,100
Buildings and improvements 42,819,500 (16,624,900) 26,194,600
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48,838,600 (19,624,900) 29,213,700
Accumulated depreciation and amortization (17,545,300) 6,060,000 (11,485,300)
------------ ------------ ------------
Total investment properties, net of
accumulated depreciation and amortization 31,293,300 (13,564,900) 17,728,400
Cash and cash equivalents 3,748,400 1,185,900 4,934,300
Investments in debt securities 985,400 985,400
Rents receivable 395,300 (204,300) 191,000
Other assets 197,700 (181,300) 16,400
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$ 36,620,100 $(12,764,600) $ 23,855,500
============ ============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loans payable $ 25,019,000 $(17,898,000) $ 7,121,000
Front-End Fees Loan payable to Affiliate 8,295,200 8,295,200
Accounts payable and accrued expenses 1,408,200 (161,100) 1,247,100
Due to Affiliates 2,087,400 2,087,400
Security deposits 205,700 (71,800) 133,900
State income taxes payable (193,800) (193,800)
Other liabilities 109,900 109,900
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37,125,400 (18,324,700) 18,800,700
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Partners' capital:
General Partner (deficit) (505,300) 973,900 468,600
Limited Partners (57,621 Units issued and
outstanding) 4,586,200 4,586,200
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(505,300) 5,560,100 5,054,800
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$ 36,620,100 $(12,764,600) $ 23,855,500
============ ============ ============
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)
Three Months Ended March 31, 1999
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Pro Forma
Statement of Statement of
Income and Pro Forma Income and
Expenses Adjustments Expenses
------------ ----------- ------------
Income:
Rental $2,181,500 $ (804,700) $1,376,800
Interest 47,300 (300) 47,000
Gain on sale of land parcel 291,800 (291,800) 0
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2,520,600 (1,096,800) 1,423,800
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Expenses:
Interest
Affiliates 144,900 144,900
Nonaffiliates 487,000 (334,800) 152,200
Depreciation and amortization 367,800 (162,600) 205,200
Property operating:
Affiliates 37,800 300 38,100
Nonaffiliates 492,300 (116,100) 376,200
Real estate taxes 352,000 (184,500) 167,500
Insurance - Affiliate 30,500 (3,800) 26,700
Repairs and maintenance 298,800 (101,200) 197,600
General and administrative:
Affiliates 6,200 6,200
Nonaffiliates 33,400 33,400
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2,250,700 (902,700) 1,348,000
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Net income $ 269,900 $ (194,100) $ 75,800
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Net income allocated to General Partner $ 269,900 $ (269,100) $ 800
========== =========== ==========
Net income allocated to Limited Partners $ 0 $ 75,000 $ 75,000
========== =========== ==========
Net income allocated to Limited Partners
per Unit (57,621 Units outstanding) $ 0 $ 1.30 $ 1.30
========== =========== ==========
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, 1998
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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 $8,934,600 $(3,075,400) $5,859,200
Interest 199,600 (3,700) 195,900
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9,134,200 (3,079,100) 6,055,100
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Expenses:
Interest
Affiliates 640,800 640,800
Nonaffiliates 2,070,700 (1,468,400) 602,300
Depreciation and amortization 1,491,300 (627,200) 864,100
Property operating:
Affiliates 166,600 (21,800) 144,800
Nonaffiliates 1,992,200 (462,500) 1,529,700
Real estate taxes 1,288,000 (448,200) 839,800
Insurance - Affiliates 104,200 (10,700) 93,500
Repairs and maintenance 1,003,500 (388,300) 615,200
General and administrative:
Affiliates 27,800 27,800
Nonaffiliates 135,000 135,000
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8,920,100 (3,427,100) 5,493,000
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Net income $ 214,100 $ 348,000 $ 562,100
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Net income allocated to General Partner $ 214,100 $ (208,500) $ 5,600
========== =========== ==========
Net income allocated to Limited Partners $ 0 $ 556,500 $ 556,500
========== =========== ==========
Net income allocated to Limited Partners
per Unit (57,621 Units outstanding) $ 0 $ 9.66 $ 9.66
========== =========== ==========
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, 1999 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, less amounts utilized to repay the Marquette Mall and
Office junior mortgage ("Marquette Loan").
(c) the mortgage loans payable has been adjusted to reflect the repayment
of the loan encumbering the Property and the Marquette Loan as of
March 31, 1999.
2) For the purpose of the Pro Forma Statement of Income and Expenses for the
three months ended March 31, 1999:
(a) the adjustments reflect the elimination of the Registrant's interest
in the operations of the Property.
(b) the adjustments reflect the elimination of the Registrant's sale of
the Marquette land parcel.
(c) the adjustments reflect the elimination of interest expense on the
Marquette Loan.
3) For the purpose of the Pro Forma Statement of Income and Expenses for the
year ended December 31, 1998:
(a) the adjustments reflect the elimination of the Registrant's interest
in the operations of the Property.
(b) the adjustments reflect the elimination of interest expense on the
Marquette Loan.
Page 9