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) July 12, 1999
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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 700, 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 101 pages.
The Exhibit Index is located on page 3.
ITEM 2. DISPOSITION OF ASSETS
First Capital Prentice Avenue Associates, a joint venture in which First Capital
Income Properties, Ltd. - Series XI (the "Registrant") owns a 50% interest, sold
the real property commonly known as Prentice Plaza (the "Property"), located in
Englewood, Colorado to Gateway Canyon, Inc., a California corporation (the
"Purchaser").
The closing of this transaction occurred on July 12, 1999. The Property was sold
for a cash price of $22,100,000 to an unrelated party pursuant to arm's-length
negotiations. Sales Proceeds received by the Registrant approximated $6,175,000,
which was net of estimated closing expenses and repayment of the outstanding
mortgage indebtedness encumbering the Property. For the quarter ending September
30, 1999, the Registrant will record a net gain for financial reporting purposes
of approximately $4,600,000 from this transaction. The Partnership is currently
evaluating its cash needs and has added the Sale Proceeds to working capital
reserves. In its Form 10-Q of the quarter ended June 30, 1999, the Partnership
will provide further information regarding the disposition of Sale Proceeds.
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
July 12, 1999, between Seller and Purchaser.
2.2 (page 19) Real Estate Sale Agreement executed in March, 1999,
between First Capital Prentice Avenue Associates, an Illinois
joint venture ("Seller") and Purchaser, as assignee.
2.3 (page 82) First amendment to real estate sale agreement executed
in March 1999, between Purchaser and Seller.
2.4 (page 84) Second amendment to real estate sale agreement executed
in April 1999, between Purchaser and Seller.
2.5 (page 86) Third amendment to real estate sale agreement executed
on May 11, 1999, between Purchaser and Seller.
2.6 (page 89) Fourth amendment to real estate sale agreement executed
on June 14, 1999, between Purchaser and Seller.
2.7 (page 92) Fifth amendment to real estate sale agreement executed
on June 18, 1999, between Purchaser and Seller.
2.8 (page 96) Sixth amendment to real estate sale agreement executed
on June 18, 1999, between Purchaser and Seller.
2.9 (page 99) Seventh amendment to real estate sale agreement
executed on July 8, 1999, between Purchaser and Seller.
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
July 27, 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
sales of the Property and Burlington Office Center I, II and III ("Burlington")
(sold on May 11, 1999) 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, Burlington
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 sales of the Property,
Burlington and the Marquette land parcel 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, Burlington and the Marquette land parcel 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, 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
Prentice Plaza Previous Pro Forma
March 31, Pro Forma Pro Forma Balance
1999 Adjustments Adjustments Sheet
------------ ------------ ------------ ------------
Investment in commercial rental properties:
Land $ 6,019,100 $ (1,139,600) $ (3,000,000) $ 1,879,500
Buildings and improvements 42,819,500 (8,865,500) (16,624,900) 17,329,100
------------ ------------ ------------ ------------
48,838,600 (10,005,100) (19,624,900) 19,208,600
Accumulated depreciation and amortization (17,545,300) 3,791,500 6,060,000 (7,693,800)
------------ ------------ ------------ ------------
Total investment properties, net of
accumulated depreciation and amortization 31,293,300 (6,213,600) (13,564,900) 11,514,800
Cash and cash equivalents 3,748,400 5,846,300 1,185,900 10,780,600
Investments in debt securities 985,400 985,400
Rents receivable 395,300 6,000 (204,300) 197,000
Other assets (including loan acquisition costs,
net of accumulated amortization of $591,600
and $262,000) 197,700 (24,700) (181,300) (8,300)
------------ ------------ ------------ ------------
$ 36,620,100 $ (386,000) $(12,764,600) $ 23,469,500
============ ============ ============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loans payable $ 25,019,000 $ (4,746,000) $(17,898,000) $ 2,375,000
Front-End Fees Loan payable to Affiliate 8,295,200 8,295,200
Accounts payable and accrued expenses 1,408,200 (265,000) (161,100) 982,100
Due to Affiliates 2,087,400 2,087,400
Security deposits 205,700 (59,900) (71,800) 74,000
State income taxes payable (193,800) (193,800)
Other liabilities 109,900 (14,500) 95,400
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37,125,400 (5,085,400) (18,324,700) 13,715,300
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Partners' capital:
General Partner (deficit) (505,300) 1,150,000 973,900 1,618,600
Limited Partners (57,621 Units issued and
outstanding) 3,549,400 4,586,200 8,135,600
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(505,300) 4,699,400 5,560,100 9,754,200
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$ 36,620,100 $ (386,000) $(12,764,600) $ 23,469,500
============ ============ ============ ============
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 Current Previous Statement of
Income and Pro Forma Pro Forma Income and
Expenses Adjustments Adjustments Expenses
------------ ----------- ----------- ------------
Income:
Rental $2,181,500 $(374,600) $ (804,700) $1,002,200
Interest 47,300 (300) 47,000
Gain on sale of land parcel 291,800 (291,800) 0
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2,520,600 (374,600) (1,096,800) 1,049,200
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Expenses:
Interest
Affiliates 144,900 144,900
Nonaffiliates 487,000 (83,300) (334,800) 68,900
Depreciation and amortization 367,800 (77,700) (162,600) 127,500
Property operating:
Affiliates 37,800 (10,000) (4,200) 23,600
Nonaffiliates 492,300 (51,000) (116,100) 325,200
Real estate taxes 352,000 (68,200) (184,500) 99,300
Insurance - Affiliate 30,500 (1,600) (3,800) 25,100
Repairs and maintenance 298,800 (43,200) (101,200) 154,400
General and administrative:
Affiliates 6,200 6,200
Nonaffiliates 33,400 33,400
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2,250,700 (335,000) (907,200) 1,008,500
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Net income $ 269,900 $ (39,600) $ (189,600) $ 40,700
========== ========= =========== ==========
Net income allocated to General Partner $ 269,900 $ (400) $ (269,100) $ 400
========== ========= =========== ==========
Net income allocated to Limited Partners $ 0 $ (39,200) $ 79,500 $ 40,300
========== ========= =========== ==========
Net income allocated to Limited Partners
per Unit (57,621 Units outstanding) $ 0.00 $ (0.68) $ 1.38 $ 0.70
========== ========= =========== ==========
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 Current Previous Income and
Income and Adjustments Adjustments Expenses
Expenses (Unaudited) (Unaudited) (Unaudited)
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Income:
Rental $8,934,600 $(1,468,700) $(3,075,400) $4,390,500
Interest 199,600 (200) (3,700) 195,700
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9,134,200 (1,468,900) (3,079,100) 4,586,200
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Expenses:
Interest
Affiliates 640,800 640,800
Nonaffiliates 2,070,700 (355,100) (1,468,400) 247,200
Depreciation and amortization 1,491,300 (326,900) (627,200) 537,200
Property operating:
Affiliates 166,600 (46,500) (21,800) 98,300
Nonaffiliates 1,992,200 (167,000) (462,500) 1,362,700
Real estate taxes 1,288,000 (233,100) (448,200) 606,700
Insurance - Affiliate 104,200 (6,600) (10,700) 86,900
Repairs and maintenance 1,003,500 (160,500) (388,300) 454,700
General and administrative:
Affiliates 27,800 27,800
Nonaffiliates 135,000 135,000
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8,920,100 (1,295,700) (3,427,100) 4,197,300
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Net income $ 214,100 $ (173,200) $ 348,000 $ 388,900
========== =========== =========== ==========
Net income allocated to General Partner $ 214,100 $ (1,700) $ (208,500) $ 3,900
========== =========== =========== ==========
Net income allocated to Limited Partners $ 0 $ (171,500) $ 556,500 $ 385,000
========== =========== =========== ==========
Net income allocated to Limited Partners
per Unit (57,621 Units outstanding) $ 0.00 $ (2.98) $ 9.66 $ 6.68
========== =========== =========== ==========
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 sales of the Registrant's
interest in the Property and Burlington.
b) Cash and cash equivalents has been adjusted to include the Registrants'
portion of the net cash received from the purchasers of the Property and
Burlington, less amounts utilized to repay the Marquette Mall and Office
junior mortgage loan ("Marquette Loan").
c) mortgage loans payable has been adjusted to reflect the repayment of the
mortgage loans encumbering the Property, Burlington 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 and Burlington.
(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 and Burlington.
(b) the adjustments reflect the elimination of interest expense on the
Marquette Loan.
Page 9