content: --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         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 3, 2003
  
  
  
                            HIGH CASH PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)
  
              DELAWARE                    0-17651                 13-3347257
  (State or other jurisdiction of       (Commission            (I.R.S. Employer
   incorporation or organization)         File No.)           Identification No.)
  
                            High Cash Partners, L.P.
                              c/o Pembroke HCP LLC
                          c/o Pembroke Companies Inc.
                         70 East 55th Street 7th Floor
                               New York, NY 10022
  
                    (Address of principal executive offices)
  
                                 (212) 350-9900
              (Registrant's telephone number, including area code)
  
                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)
  
  
  
  
  --------------------------------------------------------------------------------
  
  
  <PAGE>
  
  
  Item 2.  Acquisition or Disposition of Assets.
  
  Conveyance of Property
  ----------------------
  
            On March 3, 2003, the deed to High Cash Partners, L.P.'s (the
  "Partnership") sole real estate asset, the Sierra Marketplace, a community
  retail shopping center located in Reno, Nevada (the "Property"), was
  released to the Partnership's first mortgage lender, Resources Accrued
  Mortgage Investors 2 L.P. ("RAM 2"), in lieu of foreclosure, under the
  terms of the mortgage loan modification agreement (the "Mortgage Loan
  Modification Agreement") entered into between the Partnership and RAM 2
  effective January 31, 2001, and, as a result, the Partnership no longer has
  an interest in the Property. Consequently, in accordance with the
  provisions of its Amended and Restated Agreement of Limited Partnership,
  the Partnership intends to discontinue operations and will proceed to wind
  up its business and distribute its remaining assets to its partners.
  
  Background
  ----------
  
            Until November 1997, Levitz Furniture Corporation ("Levitz") had
  occupied approximately 23% of the space of the Partnership's property
  (i.e., approximately 53,000 out of approximately 233,000 square feet of net
  leasable area) under a lease that extended through 2008. In November 1997,
  Levitz, which had filed for protection under Chapter 11 of the Bankruptcy
  Code, vacated its space. Levitz ceased paying rent to the Partnership as of
  April 2, 1998. The vacancy at the Levitz space resulted in a loss of income
  to the Partnership and may have adversely affected the surrounding tenants
  and the Partnership's ability to attract new tenants. During 1999, in order
  to maximize cash flow from the Property, the Partnership entered into a
  short-term lease, terminable by the Partnership upon written notice to the
  tenant, for the Levitz space at an annual rent substantially less than
  under the Levitz lease. The Partnership's entry into this lease enabled it
  to continue to actively seek a long-term, creditworthy substitute tenant
  for the Levitz space at a higher rent.
  
            Because Pembroke HCP, LLC (the "Managing General Partner")
  anticipated that the Partnership would be unable either to repay or
  refinance its first mortgage loan (the "Mortgage Loan") at the Mortgage
  Loan's original maturity date of February 28, 2001 and in order to provide
  the Partnership with additional time to maximize the Property's value, the
  Managing General Partner caused the Partnership to enter into the Mortgage
  Loan Modification Agreement with RAM 2 effective January 31, 2001. Under
  the Mortgage Loan Modification Agreement, RAM 2 agreed to forbear, for not
  less than one year and up to two years, the exercise of its rights and
  remedies under the Mortgage Loan for the Partnership's failure to repay all
  amounts due and payable thereunder at the original maturity date. Pursuant
  to the terms of the Mortgage Loan Modification Agreement, the deed to the
  Property, along with a bill of sale, assignment of leases and other
  conveyance documents (the "Conveyance Documents") were placed in escrow
  with counsel to RAM 2. The Conveyance Documents were not to be released to
  RAM 2 until the earliest to occur of certain events specified in the
  Mortgage Loan Modification Agreement and March 1, 2003. Prior to March 1,
  2003, the Partnership retained the right (unless notified by RAM 2 that RAM
  2 had entered into a contract to sell or convey the Property) to satisfy
  the Mortgage Loan for an amount equal to the sum of (x) the then unpaid
  principal balance of the Mortgage Loan, and all accrued interest thereon
  and other charges due thereunder and (y) 66% of the value of the Property
  in excess of the amount described in clause (x) above, as additional
  interest on the Mortgage Loan.
  
  
  <PAGE>
  
  
            The Partnership's search for a long-term, creditworthy substitute
  tenant for the Levitz space and its ability to attract additional tenants
  at higher rents was impeded by the strong competition for tenants
  (including existing tenants whose leases expire) among existing shopping
  centers in the vicinity of the Property. In addition, a portion of the land
  available for development in the immediate geographic vicinity of the
  Property had recently been developed by centers predominantly occupied by
  large anchor tenants, which created additional competition for the
  Property. This competitive factor, together with the fact that much of the
  space (including the space previously occupied by Levitz) had only limited
  visibility to the main thoroughfare, hindered the Partnership's entry into
  a new lease of the space on terms comparable to the Levitz lease. The
  Partnership's inability to enter into such a lease impaired its efforts to
  increase the cash flow generated by the Property and resulted in a
  significant diminution in the value of the Property.
  
            Both prior to and after the Partnership's entry into the Mortgage
  Loan Modification Agreement, the Managing General Partner sought a
  long-term, creditworthy anchor tenant for the space that was previously
  occupied by Levitz. The Managing General Partner also explored options for
  a sale or refinancing of the Property. However, despite the Managing
  General Partner's continuing efforts, the Partnership was unable to
  increase the value of the Property, thereby precluding a sale or
  refinancing of the Mortgage Loan on terms favorable to the Partnership.
  
  U.S. Federal Income Tax Consequences of Conveyance of Property
  --------------------------------------------------------------
  
            The conveyance of the Property to RAM 2 on March 3, 2003 resulted
  in the Partnership recognizing gain for federal income tax purposes in an
  amount equal to approximately $8,800,000, representing the excess of the
  outstanding amount of the mortgage loan to which the Property was subject,
  over the Partnership's tax basis in the Property. This gain will be
  recognized in 2003. A portion of the gain is subject to the federal income
  tax rate of 25% on gain attributable to depreciation recapture and the
  balance is subject to a tax rate of 20%. In addition, registration costs
  paid by the Partnership at its inception may result in a taxable loss,
  which may offset a portion of the gain.
  
            The amount of gain and the portion of such gain that will be
  attributable to depreciation recapture for each limited partner in the
  Partnership (a "Limited Partner") will vary depending on a number of
  factors, including whether the Limited Partner purchased its limited
  partnership interest at the initial offering or at some later time, the
  price paid for the Limited Partner's limited partnership interest and the
  nature of the Limited Partner (for example, whether the Limited Partner is
  an individual, corporation or tax-exempt entity, such as an individual
  retirement account, Keogh plan or other pension plan). The ability of a
  Limited Partner to offset all or any portion of the gain will similarly
  vary, including based on whether the Limited Partner has passive losses
  from this or any other investment. Each Limited Partner, therefore, should
  consult with his or her own tax advisor to ascertain the tax liability
  arising from such Limited Partner's interest in the Partnership.
  
            The Partnership intends to liquidate prior to the end of the
  Partnership's taxable year. In such event, a Limited Partner who would have
  a loss upon liquidation of his or her interest in the Partnership may be
  able to use such loss to offset such Limited Partner's share of the gain.
  
            Each Limited Partner should also consult his or her own tax
  advisor as to the state and local income tax consequences in the Limited
  Partner's state of residence of the Partnership's conveyance of the
  Property to RAM 2.
  
  
                                       2
  <PAGE>
  
  
  Winding up of the Partnership's Business
  ----------------------------------------
  
            In accordance with the provisions of its Amended and Restated
  Agreement of Limited Partnership, the Partnership intends to discontinue
  operations and will proceed to wind up its business and distribute its
  remaining assets to its partners. In connection with the winding up of the
  Partnership's business, the Managing General Partner expects to distribute
  cash, after establishing such reserves for contingencies as the Managing
  General Partner considers necessary, during the second quarter of 2003 in
  the amount of approximately $5.25 per Unit.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
            (a) Not applicable.
  
            (b) In accordance with Instruction 4 of this Item 7, the
  financial statements required by this Item will be filed by an amendment to
  this initial report on Form 8-K not later than 60 days after the date that
  this report is required to be filed.
  
            (c) Not applicable.
  
  
                                       3
  
  <PAGE>
  
  
  
                                   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.
  
  
                                       HIGH CASH PARTNERS, L.P.
  
  
                                       By:     Pembroke HCP, LLC
                                               Managing General Partner
                                       By:     Pembroke Companies, Inc.
                                               Managing Member
  
  Dated:  March 7, 2003                By:     /s/ Lawrence J. Cohen
                                               ---------------------------
                                               Lawrence J. Cohen
                                               President and Principal
                                               Financial and Accounting Officer
  
  
  
  
  
  
  
  
                                       4
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metadata_filer: {"company-data": {"conformed-name": "HIGH CASH PARTNERS L P", "cik": "0000794984", "assigned-sic": "6500", "irs-number": "133347257", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17651", "film-number": "03595482"}, "business-address": {"street1": "411 WEST PUTNAM AVENUE", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2038627000"}, "mail-address": {"street1": "411 WEST PUTNAM AVENUE", "city": "GREENWICH", "state": "CT", "zip": "06830"}, "former-company": {"former-conformed-name": "HIGH INCOME PARTNERS LP SERIES 87", "date-changed": "19880817"}}
text: --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         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 3, 2003
  
                            HIGH CASH PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)
  
              DELAWARE                    0-17651                 13-3347257
  (State or other jurisdiction of       (Commission            (I.R.S. Employer
   incorporation or organization)         File No.)           Identification No.)
  
                            High Cash Partners, L.P.
                              c/o Pembroke HCP LLC
                          c/o Pembroke Companies Inc.
                         70 East 55th Street 7th Floor
                               New York, NY 10022
  
                    (Address of principal executive offices)
  
                                 (212) 350-9900
              (Registrant's telephone number, including area code)
  
                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)
  
  --------------------------------------------------------------------------------
  Item 2.  Acquisition or Disposition of Assets.
  
  Conveyance of Property
  ----------------------
  
            On March 3, 2003, the deed to High Cash Partners, L.P.'s (the
  "Partnership") sole real estate asset, the Sierra Marketplace, a community
  retail shopping center located in Reno, Nevada (the "Property"), was
  released to the Partnership's first mortgage lender, Resources Accrued
  Mortgage Investors 2 L.P. ("RAM 2"), in lieu of foreclosure, under the
  terms of the mortgage loan modification agreement (the "Mortgage Loan
  Modification Agreement") entered into between the Partnership and RAM 2
  effective January 31, 2001, and, as a result, the Partnership no longer has
  an interest in the Property. Consequently, in accordance with the
  provisions of its Amended and Restated Agreement of Limited Partnership,
  the Partnership intends to discontinue operations and will proceed to wind
  up its business and distribute its remaining assets to its partners.
  
  Background
  ----------
  
            Until November 1997, Levitz Furniture Corporation ("Levitz") had
  occupied approximately 23% of the space of the Partnership's property
  (i.e., approximately 53,000 out of approximately 233,000 square feet of net
  leasable area) under a lease that extended through 2008. In November 1997,
  Levitz, which had filed for protection under Chapter 11 of the Bankruptcy
  Code, vacated its space. Levitz ceased paying rent to the Partnership as of
  April 2, 1998. The vacancy at the Levitz space resulted in a loss of income
  to the Partnership and may have adversely affected the surrounding tenants
  and the Partnership's ability to attract new tenants. During 1999, in order
  to maximize cash flow from the Property, the Partnership entered into a
  short-term lease, terminable by the Partnership upon written notice to the
  tenant, for the Levitz space at an annual rent substantially less than
  under the Levitz lease. The Partnership's entry into this lease enabled it
  to continue to actively seek a long-term, creditworthy substitute tenant
  for the Levitz space at a higher rent.
  
            Because Pembroke HCP, LLC (the "Managing General Partner")
  anticipated that the Partnership would be unable either to repay or
  refinance its first mortgage loan (the "Mortgage Loan") at the Mortgage
  Loan's original maturity date of February 28, 2001 and in order to provide
  the Partnership with additional time to maximize the Property's value, the
  Managing General Partner caused the Partnership to enter into the Mortgage
  Loan Modification Agreement with RAM 2 effective January 31, 2001. Under
  the Mortgage Loan Modification Agreement, RAM 2 agreed to forbear, for not
  less than one year and up to two years, the exercise of its rights and
  remedies under the Mortgage Loan for the Partnership's failure to repay all
  amounts due and payable thereunder at the original maturity date. Pursuant
  to the terms of the Mortgage Loan Modification Agreement, the deed to the
  Property, along with a bill of sale, assignment of leases and other
  conveyance documents (the "Conveyance Documents") were placed in escrow
  with counsel to RAM 2. The Conveyance Documents were not to be released to
  RAM 2 until the earliest to occur of certain events specified in the
  Mortgage Loan Modification Agreement and March 1, 2003. Prior to March 1,
  2003, the Partnership retained the right (unless notified by RAM 2 that RAM
  2 had entered into a contract to sell or convey the Property) to satisfy
  the Mortgage Loan for an amount equal to the sum of (x) the then unpaid
  principal balance of the Mortgage Loan, and all accrued interest thereon
  and other charges due thereunder and (y) 66% of the value of the Property
  in excess of the amount described in clause (x) above, as additional
  interest on the Mortgage Loan.
  The Partnership's search for a long-term, creditworthy substitute
  tenant for the Levitz space and its ability to attract additional tenants
  at higher rents was impeded by the strong competition for tenants
  (including existing tenants whose leases expire) among existing shopping
  centers in the vicinity of the Property. In addition, a portion of the land
  available for development in the immediate geographic vicinity of the
  Property had recently been developed by centers predominantly occupied by
  large anchor tenants, which created additional competition for the
  Property. This competitive factor, together with the fact that much of the
  space (including the space previously occupied by Levitz) had only limited
  visibility to the main thoroughfare, hindered the Partnership's entry into
  a new lease of the space on terms comparable to the Levitz lease. The
  Partnership's inability to enter into such a lease impaired its efforts to
  increase the cash flow generated by the Property and resulted in a
  significant diminution in the value of the Property.
  
            Both prior to and after the Partnership's entry into the Mortgage
  Loan Modification Agreement, the Managing General Partner sought a
  long-term, creditworthy anchor tenant for the space that was previously
  occupied by Levitz. The Managing General Partner also explored options for
  a sale or refinancing of the Property. However, despite the Managing
  General Partner's continuing efforts, the Partnership was unable to
  increase the value of the Property, thereby precluding a sale or
  refinancing of the Mortgage Loan on terms favorable to the Partnership.
  
  U.S. Federal Income Tax Consequences of Conveyance of Property
  --------------------------------------------------------------
  
            The conveyance of the Property to RAM 2 on March 3, 2003 resulted
  in the Partnership recognizing gain for federal income tax purposes in an
  amount equal to approximately $8,800,000, representing the excess of the
  outstanding amount of the mortgage loan to which the Property was subject,
  over the Partnership's tax basis in the Property. This gain will be
  recognized in 2003. A portion of the gain is subject to the federal income
  tax rate of 25% on gain attributable to depreciation recapture and the
  balance is subject to a tax rate of 20%. In addition, registration costs
  paid by the Partnership at its inception may result in a taxable loss,
  which may offset a portion of the gain.
  
            The amount of gain and the portion of such gain that will be
  attributable to depreciation recapture for each limited partner in the
  Partnership (a "Limited Partner") will vary depending on a number of
  factors, including whether the Limited Partner purchased its limited
  partnership interest at the initial offering or at some later time, the
  price paid for the Limited Partner's limited partnership interest and the
  nature of the Limited Partner (for example, whether the Limited Partner is
  an individual, corporation or tax-exempt entity, such as an individual
  retirement account, Keogh plan or other pension plan). The ability of a
  Limited Partner to offset all or any portion of the gain will similarly
  vary, including based on whether the Limited Partner has passive losses
  from this or any other investment. Each Limited Partner, therefore, should
  consult with his or her own tax advisor to ascertain the tax liability
  arising from such Limited Partner's interest in the Partnership.
  
            The Partnership intends to liquidate prior to the end of the
  Partnership's taxable year. In such event, a Limited Partner who would have
  a loss upon liquidation of his or her interest in the Partnership may be
  able to use such loss to offset such Limited Partner's share of the gain.
  
            Each Limited Partner should also consult his or her own tax
  advisor as to the state and local income tax consequences in the Limited
  Partner's state of residence of the Partnership's conveyance of the
  Property to RAM 2.
  
                                       2
  Winding up of the Partnership's Business
  ----------------------------------------
  
            In accordance with the provisions of its Amended and Restated
  Agreement of Limited Partnership, the Partnership intends to discontinue
  operations and will proceed to wind up its business and distribute its
  remaining assets to its partners. In connection with the winding up of the
  Partnership's business, the Managing General Partner expects to distribute
  cash, after establishing such reserves for contingencies as the Managing
  General Partner considers necessary, during the second quarter of 2003 in
  the amount of approximately $5.25 per Unit.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
            (a) Not applicable.
  
            (b) In accordance with Instruction 4 of this Item 7, the
  financial statements required by this Item will be filed by an amendment to
  this initial report on Form 8-K not later than 60 days after the date that
  this report is required to be filed.
  
            (c) Not applicable.
  
                                       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 thereunto duly authorized.
  
                                       HIGH CASH PARTNERS, L.P.
  
                                       By:     Pembroke HCP, LLC
                                               Managing General Partner
                                       By:     Pembroke Companies, Inc.
                                               Managing Member
  
  Dated:  March 7, 2003                By:     /s/ Lawrence J. Cohen
                                               ---------------------------
                                               Lawrence J. Cohen
                                               President and Principal
                                               Financial and Accounting Officer
  
                                       4