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) October 8, 1996
(September 23, 1996)
AAA NET REALTY FUND XI, LTD.
(Name of registrant as specified in its charter)
Texas 33-79766 76-0451986
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
8 Greenway Plaza, Suite 824, Houston, Texas 77046
(Address of principal executive office and zip code)
Registrant's telephone number, including area code: (713) 850-1400
ITEM 1. CHANGES OF CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 23, 1996, AAA Joint Venture 96-2 (the "Joint Venture")
purchased fee simple title to real estate located at Grogan's Mill Road
and Buckthorne Place, The Woodlands, Texas (the "Property"). The
members of the Joint Venture are AAA Net Realty Fund XI, Ltd. ("AAA XI")
and American Asset Advisers Trust, Inc. ("American"). The Joint Venture
was established for the purpose of acquiring the Property. AAA XI owns
49% of the Joint Venture. American owns 51% of the Joint Venture.
The cost of acquiring the Property was $500,000.00. The purchase
price was paid in cash entirely from funds of the members of the Joint
Venture, based upon each member's percentage of ownership in the Joint
Venture. The Property is a tract of undeveloped land containing
approximately 1.7223 acres.
The Property was acquired subject to a ground lease (the "Lease")
with Bank United, a Federal Savings Bank. Under the terms of the Lease,
Bank United will construct a branch bank on the Property, which will be
a one story structure containing approximately 3,685 square feet, and
make all other improvements to the Property, including parking areas and
landscaping. Under the terms of the Lease, the tenant pays a base rent,
plus real estate taxes, hazard and liability insurance premiums, all
utility costs, and the costs of all maintenance and repairs.
AAA XI's share of the acquisition costs for the Property will total
$245,000. In addition, management of AAA XI estimates that acquisition
fees paid to third parties will be $4,725 and that the General Partner
or affiliates are entitled to receive $7,350 of acquisition fees from
AAA XI.
Other significant provisions of the Lease are as follows:
1. The original term of the Lease is fifteen (15) years. The
original term of the Lease began on September 23, 1996 and
will expire on September 30, 2011. The tenant has the option
to renew the lease for one (1) additional term of five (5)
years.
2. Base annual minimum rent during the first five (5) years of
the original term of the Lease is $54,056.38. (Based upon the
current base annual rent, the initial capitalization rate is
10.75%). The base annual minimum rent will be $59,462.02
during the second five (5) years of the original term and
$65,408.22 during the third five (5) years of the original
term. During the renewal term the base annual rent will be
$71,949.04.
3. In addition to the base rent, the tenant pays all real estate
taxes on the Property. The tenant also pays for all utilities
charges.
4. The tenant is required, at its sole expense, to keep and
maintain the improvements in good repair and appearance,
except for ordinary wear and tear and make all structural and
nonstructural repairs of every kind which may be required to
keep the improvements in good condition, repair and
appearance.
5. The tenant has the right to use the Property for operating a
financial institution.
6. The tenant may not assign the Lease or sublet the Property
without the prior written consent of the landlord.
7. The tenant is required to carry for the benefit of the
landlord and tenant general liability insurance of at least
$3,000,000.00. The tenant is also required to maintain
insurance against loss or damage by fire and other risks
insured against by "extended coverage" in amounts sufficient
to provide coverage for the full insurable valuable of all
improvements.
8. In the event that the improvements on the Property are damaged
by casualty to the extent that they, in the tenant's
reasonable judgment, cannot be repaired or rebuilt within 180
days from the date of damage, or such damage occurs during the
final eighteen months of primary term or any renewal term, the
tenant may either rebuild the improvements and the Lease shall
remain in full force and effect or remove all the improvements
from the Property and the Lease shall terminate.
9. In the event that title to all of the Property or any portion
thereof sufficient to render the remainder unsuitable for use
by the tenant as a financial institution, shall be taken by
condemnation, the Lease shall terminate. In the event that a
lesser amount of the Property is taken by condemnation, the
Lease shall remain in effect, except that the amount of rent
shall be proportionately reduced.
There are no branch banks in the immediate vicinity of the
Property.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5. OTHER EVENTS
Not Applicable
ITEM 6. RESIGNATION OF REGISTRANT'S GENERAL PARTNER
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The tenant of the Property is Bank United ("Bank United"), a
Federal Savings Bank. With respect to Bank United, as reported by its
management, consolidated net income totaled $62.7 million for the year
ended September 30, 1995 and $135.3 million for the nine months ended
June 30, 1996. Bank United reported consolidated total assets of $12
billion and consolidated stockholders' equity of $794.7 million as of
September 30, 1995 and $11 billion of assets and $805 million of
stockholders' equity as of June 30, 1996. It is the opinion of the
management of AAA XI, following review of the financial statements of
Bank United, that Bank United's financial condition is sufficient to
meet the investment criteria of AAA XI. Persons interested in receiving
copies of Bank United's publicly issued financial statements for the
year ended September 30, 1995 should contact AAA Net Realty Fund XI,
Ltd.
PRO-FORMA FINANCIAL INFORMATION
The following tables present unaudited pro-forma financial
information for AAA Net Realty Fund XI, Ltd., giving effect to the
acquisition of the Property. The acquisition is reflected in the pro-
forma balance sheet as an Investment in Joint Ventures which is
accounted for under the equity method. Accordingly, AAA XI's initial
investment is recorded at its cost which is then increased or decreased
by its share of earnings or losses in the Joint Venture. The pro-forma
results of operations, which would reflect the effects of the Property,
are not included as the initial ground lease did not commence until
September 23, 1996.
PRO-FORMA BALANCE SHEET
June 30, 1996
(unaudited)
Historical Pro-Form
Costs Adjustments (1) Adjustments (1) Total
Cash $2,537,154 $ (249,725) (2) $ (956,348) (3) $1,331,081
Property $ 778,465 - - $ 778,465
Investment in
Joint Ventures $ 896,128 $ 257,075 (2) $ 987,106 (3) $2,140,309
Other
Assets $ 225,772 $ (1,428) (2) $ (30,758) (3) $ 193,586
Total
Assets $4,437,519 $ 5,922 $ - $4,443,441
Liabilities $ 37,353 $ 5,922 $ - $ 43,275
Partnership
Equity $4,400,166 - - $4,400,166
Total
Liabilities &
Partnership
Equity $4,437,519 $ 5,922 $ - $4,443,441
(1) Adjustments are reflected as if the property acquisition discussed
in (2) and (3) below were completed on June 30, 1996.
(2) Includes AAA XI's 49% share of property acquisition costs of
$245,000, acquisition fees paid to third parties of $4,725 and
acquisition fees paid to affiliates of $7,350 for the Property.
$5,922 of the acquisition fees to affiliates are reflected in the
pro-forma balance sheet as an accrued liability.
(3) Includes AAA XI's 29.85% share of property acquisition costs of
$976,434, acquisition fees paid to third parties of $9,764 and
acquisition fees paid to affiliates of $30,758 for a property
currently under construction less $29,850 in escrow deposits
already reflected as Investment in Joint Ventures.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
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 thereunto duly authorized.
AAA Net Realty Fund XI, Ltd.
Date: October 8, 1996 H. Kerr Taylor
H. Kerr Taylor, President of the
General Partner
Date: October 8, 1996 H. Kerr Taylor
H. Kerr Taylor, Chief Financial
Officer of the General Partner