SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 25, 1997
CAMBRIDGE + RELATED HOUSING PROPERTIES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or other Jurisdiction of Incorporation)
0-12634 13-3161322
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(Commission File Number) (IRS Employer Identification Number)
625 Madison Avenue, New York, NY 10022
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 421-5333
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report
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Item 1. Changes in Control of Registrant
On November 25, 1997, affiliates of Related Housing Programs Corporation
("RHPC") and Government Assisted Properties Inc. ("GAP"), general partners of
Cambridge + Related Housing Properties Limited Partnership (the "Partnership")
executed a Purchase Agreement (the "Purchase Agreement") pursuant to which GAP
agreed to sell and an affiliate of RHPC agreed to purchase 100% of the stock of
GAP (the "Transfer"). The Purchase Agreement also reflected the transfer of 100%
of the stock from affiliates of GAP to affiliates of RHPC in four additional
partnerships that affiliates of LGP and RCP are general partners as well as the
transfer of general partner interest in three partnerships that affiliates of
GAP and RHPC are general partners (the "Additional Partnerships"). Pursuant to
the Amended and Restated Partnership Agreement (the "Partnership Agreement"),
the consent of the Limited Partners of the Partnership was not required to
approve the transfer. In addition to the Transfer, affiliates of RHPC acquired
GAP's general partner interest in Cambridge/Related Housing Associates Limited
Partnership, the Special Limited Partner of the Partnership.
The terms of the Transfer in the Purchase Agreement allowed for the
Partnership to pay GAP the accrued asset management fees from both the
Partnership and the Additional Partnerships in the aggregate amount of $922,789.
A payment from affiliates of RHPC was made to affiliates of GAP in the aggregate
amount of $1,002,788 with respect to both the Partnership and the Additional
Partnership.
Additional terms of the Transfer are further described in the Purchase
Agreement which is attached as an exhibit to this Form 8-K.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a). Financial Statements
Not Applicable
(b). Pro Forma Financial Information
Not Applicable
(c). Exhibits
99.1 Purchase Agreement among Related Capital Company and LB I Group,
Inc., DA Holdings, Inc., Advantaged Housing Associates Inc., and
Liberty GP, Inc. dated as of October 22, 1997 and executed on November
25, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cambridge + Related Housing Properties
Limited Partnership
(Registrant)
By: Related Housing Programs Corporation,
a General Partner
BY: /s/ Stuart J. Boesky
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Stuart J. Boesky
Vice President
December 5, 1997
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