8-K 1 d95883e8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): March 25, 2002 MURRAY INCOME PROPERTIES I, LTD. (Exact Name of Registrant as Specified in Charter) TEXAS 0-14105 75-1946214 ------------------------------- ---------------- ------------------------ (State or Other Jurisdiction of (Commission File (I.R.S. Employer Incorporation or Organization) Number) Identification Number) 13615 Neutron Road, Dallas, Texas 75244 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 991-9090 Not applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Murray Income Properties I, Ltd. ("MIP I" or the "Partnership") owns an 85% interest in Tower Place Joint Venture (the "Joint Venture"). The remaining 15% of the Joint Venture is owned by Murray Income Properties II, Ltd. ("MIP II"), a publicly registered real estate limited partnership, the general partners of which are affiliates of the General Partners of the Partnership. On March 25, 2002, pursuant to a Purchase and Sale Agreement dated effective January 2, 2002, as amended, the Joint Venture sold the Tower Place Festival Shopping Center, located in Pineville (Charlotte), North Carolina, to Investment Property Exchange Services, Inc. (the "Purchaser") for a net sale price of $13,050,000 in cash. The sale of this property was authorized by the limited partners at a special meeting held on March 10, 2000. The Purchaser has no relationship with the Joint Venture, MIP I or MIP II or their general partners and their officers and directors (or their affiliates). The Joint Venture anticipates that the commissions and expenses of the sale will be approximately $480,000, resulting in net proceeds to the Joint Venture of approximately $12,570,000 and a gain of approximately $3,900,000. MIP I will realize 85% of these amounts, or approximately $10,684,500 in net proceeds and $3,315,000 in gain, respectively, and MIP II will realize 15% of these amounts, or approximately $1,885,000 in net proceeds and $585,000 in gain, respectively. The net sale price of $13,050,000 exceeds the 95% of the appraised value as disclosed in the proxy statement that was mailed to the Partnership's limited partners on or about January 14, 2000 (the "proxy"). Because the sale of the Tower Place Festival Shopping Center represents the sale of the last property owned by the Partnership, the Partnership will now proceed as soon as practicable with the orderly winding up of the Partnership's affairs, followed by the complete liquidation and dissolution of the Partnership. After the Partnership pays or reserves for all costs associated with the liquidation and dissolution process, all previously undistributed operating income and all previously undistributed net proceeds from the sale of the Partnership's properties will be distributed to the limited partners. In connection with the liquidation and dissolution process, the General Partners will not accept any transfers of limited partnership interests after April 30, 2002, so that the General Partners can calculate and make the final distributions to the limited partners. While the amounts to be distributed cannot be determined at this time, it is currently anticipated that the distributions will be made no later than May 31, 2002; however, the distributions may occur after that date due to any administrative difficulties that the General Partners may encounter. As was stated in the proxy, as part of the liquidation and dissolution process the Partnership will distribute 2% of the original equity of the Partnership, or $564,540, to a special liquidating trust which will hold these funds for three years after the liquidation and dissolution of the Partnership in order to meet any contingent liabilities which may arise. Mitchell Armstrong, the President of the corporate general partner of MIP I and MIP II, will serve as the trustee of the liquidating trust and receive a normal and customary fee for such services. The General Partners of the Partnership do not believe there are any material, contingent claims outstanding. However, because of the representations and warranties given to purchasers of the Partnership's properties and because there may be claims from parties unknown to the Partnership at this time, the Partnership will set aside these funds in the liquidating trust for three years. Any remaining assets of the liquidating trust will be distributed to the beneficiaries (the former limited partners of the Partnership) at the end of the three year period. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) PRO FORMA FINANCIAL INFORMATION MURRAY INCOME PROPERTIES I, LTD. (A LIMITED PARTNERSHIP) AND CONSOLIDATED JOINT VENTURE PRO FORMA CONSOLIDATED BALANCE SHEET DECEMBER 31, 2001 (UNAUDITED)

Pro Forma Adjustment for Historical ~~Mountain~~Tower ~~View~~Place Summary at ~~Plaza~~Festival Pro Forma ~~June~~December 3031, ~~2000~~2001 Shopping Center ~~June~~December 3031, ~~2000~~2001 ----------------- --------------- ----------------- Assets Properties held for sale, ~~net~~ $ 148,~~253~~310,~~343~~993 $ (58,~~069~~310,~~762~~993) $ ~~9,183,581~~0 Cash and cash equivalents 31,~~470~~488,~~725~~216 712,~~049~~522,~~469~~587 1014,~~520~~010,~~194~~803 Accounts receivable, ~~net 431~~189,~~485~~297 (~~129~~99,~~254~~715) ~~302~~89,~~231~~582 Other assets, ~~net 447~~394,~~437~~726 (~~136~~386,~~230~~956) ~~311~~7,~~207~~770 ------------ ------------ ------------ $ 1810,~~602~~383,~~990~~232 $ 13,~~714~~724,~~223~~923 $ 2014,~~317~~108,~~213~~155 ============ ============ ============ Liabilities and Partners' Equity Account payable $ 1617,~~248~~786 $ (10,~~298~~871) $ 56,~~950~~915 Accrued property taxes ~~136~~103,~~772~~282 (56103,~~315~~282) ~~80,457~~0 Security deposits ~~172~~& other liabilities 332,~~160~~992 (5897,~~047~~992) ~~114~~235,~~113~~000 ------------ ------------ ------------ Total liabilities ~~325~~454,~~180~~060 (~~124~~212,~~660~~145) ~~200~~241,~~520~~915 ------------ ------------ ------------ Minority interest in joint venture 1,~~383~~365,~~929~~351 590,560 1,~~383~~955,~~929~~911 ------------ ------------ ------------ Total partners' equity 168,~~893~~563,~~881~~821 13,~~838~~346,~~883~~508 1811,~~732~~910,~~764~~329 ------------ ------------ ------------ $ 1810,~~602~~383,~~990~~232 $ 13,~~714~~724,~~223~~923 $ 2014,~~317~~108,~~213~~155 ============ ============ ============

See notes to pro forma financial statements 3 MURRAY INCOME PROPERTIES I, LTD. (A LIMITED PARTNERSHIP) AND CONSOLIDATED JOINT VENTURE PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 (UNAUDITED)

Historical Pro Forma Summary Adjustment for Pro Forma Pro Forma For the ~~Six~~Year ~~Mountain~~Castle ~~View~~Oaks Adjustment for For the ~~Six~~Year ~~Months~~ Ended ~~Plaza~~Village ~~Months~~Tower Place Ended ~~June~~December 3031, ~~2000~~2001 Shopping Center ~~June~~Shopping 30Center December 31, ~~2000~~2001 ----------------- --------------- --------------- ----------------- Income Rental $ 1,~~366~~779,~~574~~109 $ (~~542~~144,~~559~~080) $ ~~824~~(1,~~015~~631,105) $ 3,924 Interest 93,~~492~~932 (~~726~~592) 92(2,~~766~~924) 90,416 Gain on ~~termination~~sale of ~~lease~~property ~~898~~327,~~562~~383 ~~898~~(327,~~562~~383) 0 0 ------------- ------------ ------------ ----------- 2,~~358~~200,~~628~~424 (~~543~~472,~~285~~055) (1,~~815~~634,~~343~~029) 94,340 ------------- ------------ ----------- ----------- Expenses: ~~Depreciation 131,970 (35,570) 96,400~~ Property operating ~~466~~435,~~112~~804 (~~212~~58,~~657~~681) ~~253~~(377,~~455~~123) 0 General and administrative ~~182~~423,~~782~~970 ~~182,782~~0 ~~Bad debts~~423,970 ~~net 12,514 12,514~~ ------------- ------------ ------------ ~~793~~----------- 859,~~378~~774 (~~248~~58,~~227~~681) ~~545~~(377,~~151~~123) 423,970 ------------- ------------ ----------- ----------- Earnings before ~~minority~~Minority ~~interest~~Interest 1,~~565~~340,~~250~~650 (~~295~~413,~~058~~374) (1,~~270~~256,~~192~~906) (329,630) Minority ~~interest~~Interest in joint venture's earnings ~~195~~(189,~~626~~257) ~~195~~0 188,~~626~~536 (721) ------------- ----------- ------------ ------------ Net ~~earnings~~Earnings $ 1,~~369~~151,~~624~~393 $ (~~295~~413,~~058~~374) $ 1,~~074~~068,~~566~~370 $ (330,351) ============= =========== ============ ============ Net Earnings allocated to Limited Partners 1,020,246 356,028 961,533 (297,315) ============= =========== ============ =========== Basic earnings per limited ~~Partnership~~partnership interest $ 4736.5514 $ (1012.2461) $ 37(34.3106) $ (10.53) ============= ============ ============ ===========

See notes to pro forma financial statements 4 MURRAY INCOME PROPERTIES I, LTD. (A LIMITED PARTNERSHIP) AND CONSOLIDATED JOINT VENTURE NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The unaudited pro forma consolidated balance sheet as of December 31, 2001 is based on the unaudited historical consolidated financial statements of the Partnership after giving effect to the disposition as described in Item 2 as if the sale had been consummated as of December 31, 2001. The pro forma adjustments include net proceeds of approximately $12,500,000. The unaudited pro forma consolidated statement of earnings for the twelve months ended December 31, 2001 is based on the unaudited historical statement of earnings of the Partnership after giving effect to the disposition as described in Item 2 as if the sale had been consummated on January 1, 2001. These unaudited pro forma financial statements may not be indicative of the results that actually would have occurred if the transaction had been in effect on the dates indicated or which may be obtained in the future. The unaudited pro forma financial statements should be read in conjunction with the financial statements of the Partnership including its Annual Report on Form 10-K for the year ended December 31, 2001. 5 (c) EXHIBITS. 10.1 Purchase and Sale Agreement dated effective as of January 2, 2002 by and between Tower Place Joint Venture and Tisano Realty, Inc. Reference is made to Exhibit 10p to the 2001 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 2002. (File No. 0-14105) 10.2 First Amendment to Purchase and Sale Agreement effective as of February 1, 2002 by and between Tower Place Joint Venture and Tisano Realty, Inc. Reference is made to Exhibit 10q to the 2001 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 2002. (File No. 0-14105) 10.3 Second Amendment to Purchase and Sale Agreement effective as of February 14, 2002 by and between Tower Place Joint Venture and Tisano Realty, Inc. Reference is made to Exhibit 10r to the 2001 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 2002. (File No. 0-14105) 10.4 Assignment of Purchase and Sale Contract dated March 20, 2002 by and between Tower Place Joint Venture, Tisano Realty, Inc. and Investment Property Exchange Services, Inc. Filed herewith. 6 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. MURRAY INCOME PROPERTIES I, LTD. By: Murray Realty Investors VIII, Inc., a general partner By: /s/ Mitchell Armstrong ------------------------------- Mitchell Armstrong President Date: April 9, 2002 7 EXHIBIT LIST

~~Pro~~EXHIBIT ~~Forma~~NUMBER ~~Historical~~DESCRIPTION ~~Adjustment~~------- ~~for~~----------- ~~Pro~~10.1 ~~Forma~~Purchase ~~Summary~~and ~~For~~Sale ~~Mountain~~Agreement ~~View~~dated ~~For~~effective ~~the~~as ~~the~~of ~~Year~~January ~~Ended~~2, ~~Plaza~~2002 ~~Year~~by ~~Ended~~and ~~December~~between ~~31,~~Tower ~~1999~~Place ~~Shopping~~Joint ~~Center~~Venture ~~December~~and 31Tisano Realty, ~~1999~~Inc. ~~-----------------~~Reference ~~---------------~~is ~~-----------------~~made ~~Income~~to ~~Rental~~Exhibit $10p ~~3,234,459~~to $the ~~(969,158)~~2001 $Annual ~~2,265,301~~Report ~~Interest~~on ~~94,529~~Form ~~(1,587)~~10-K ~~92,942~~filed ~~------------~~with ~~------------~~the ~~------------~~Securities 3and Exchange Commission on March 22,~~328,988~~ 2002. (~~970,745~~File No. 0-14105) 10.2~~,358,243~~ ~~------------~~First ~~------------~~Amendment ~~------------~~to ~~Expenses:~~Purchase ~~Depreciation~~and ~~828,355~~Sale ~~(210,019)~~Agreement ~~618,336~~effective ~~Property~~as ~~operating~~of ~~884,926~~February ~~(329~~1,~~008)~~ ~~555,918~~2002 ~~General~~by and ~~administrative~~between ~~306,565~~Tower ~~306,565~~Place ~~Bad~~Joint ~~debts,~~Venture ~~net~~and 8Tisano Realty,~~614~~ ~~185~~Inc. ~~8,799~~Reference ~~------------~~is ~~------------~~made ~~------------~~to ~~2,028,460~~Exhibit ~~(538,842)~~10q ~~1,489,618~~to ~~------------~~the ~~------------~~2001 Annual Report on Form 10-~~-----------~~K ~~Earnings~~filed ~~before~~with ~~minority~~the ~~interest~~Securities 1and Exchange Commission on March 22,~~300,528~~ 2002. (~~431,903~~File No. 0-14105) ~~868,625~~10.3 ~~Minority~~Second ~~interest~~Amendment into ~~joint~~Purchase ~~venture's~~and ~~earnings~~Sale ~~137~~Agreement effective as of February 14,~~992~~ ~~137~~2002 by and between Tower Place Joint Venture and Tisano Realty,~~992~~ ~~------------~~Inc. ~~------------~~Reference is made to Exhibit 10r to the 2001 Annual Report on Form 10-~~-----------~~K ~~Net~~filed ~~earnings~~with $the 1Securities and Exchange Commission on March 22,~~162,536~~ $2002. (~~431,903~~File No. 0-14105) $10.4 ~~730~~Assignment of Purchase and Sale Contract dated March 20,~~633~~ ~~============~~2002 ~~============~~by ~~============~~and ~~Basic~~between ~~earnings~~Tower ~~per~~Place ~~limited~~Joint ~~Partnership~~Venture, ~~interest~~Tisano $Realty, 40Inc.36 $and ~~(15.00)~~Investment $Property ~~25.36~~Exchange ~~============~~Services, ~~============~~Inc. ~~============~~Filed herewith.

EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 Purchase and Sale Agreement dated effective as of July 12, 2000 by and between the Partnership and Central One, Inc. and James H. Kaufman, as tenants in common. 10.2 Amendment to Purchase and Sale Agreement dated July 27, 2000 by and between the Partnership and Central One, Inc. and James H. Kaufman, as tenants in common. 10.3 Second Amendment to Purchase and Sale Agreement dated September 19, 2000 by and between the Partnership and Central One, Inc. and James H. Kaufman, as tenants in common.

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