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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 23, 2005
(Date of earliest event reported)
CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
| Delaware | 333-9371 | 38-3304096 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 24 Frank Lloyd Wright Drive | ||||
| Lobby L, 4th Floor | ||||
| Ann Arbor, Michigan | 48106 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
(734) 994-5505
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.02.Termination of a Material Definitive Agreement. | ||||||||
| Item 9.01.Financial Statements and Exhibits. | ||||||||
| Forward-Looking Statements | ||||||||
| SIGNATURES | ||||||||
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Section 1 — Registrant’s Business and Operations
Item 1.02.Termination of a Material Definitive Agreement.
On March 23, 2005, Boardwalk Realty Partners, Inc. (“BRP”) elected to terminate a certain Agreement of Sale (the “Agreement”) dated January 24, 2005 by and between Captec Franchise Capital Partners L.P. IV (the “Partnership”) and BRP. There is no material relationship between the Partnership or its affiliates and BRP, other than in respect of the Agreement.
Under the Agreement, the Partnership had agreed to sell to BRP the Partnership’s property leased to United Supermarkets for a purchase price of $6,000,000. The Agreement also provided that BRP’s obligations were contingent upon the satisfaction of certain customary conditions set forth more fully in the Agreement, including satisfactory completion of due diligence review by BRP.
On March 23, 2005, BPR informed the Partnership that it was electing to terminate the Agreement prior to the expiration of its due diligence review period. The Partnership did not incur any material early termination penalties in connection with the termination of the Agreement.
Item 9.01.Financial Statements and Exhibits.
| (a) | No financial statements are required to be filed as part of this Form 8-K. | |||
| (b) | No pro forma financial information is required to be filed as part of this Form 8-K. | |||
| (c) | No exhibits are required to be filed as part of this Form 8-K. | |||
Forward-Looking Statements
This Form 8-K contains forward-looking statements, which are any statements other than statements of historical fact. As utilized in this document, words such as “intends,” “anticipates,” “expects,” “will,” “could,” “estimate” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, including statements concerning anticipated future revenues, by their nature involve substantial risks and uncertainties, many of which are beyond the Partnership’s control and the Partnership’s actual results may differ materially depending on a variety of important factors. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. The Partnership disclaims any obligation to update or revise these forward-looking statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events, except as may be required by law.
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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.
CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV | ||
| By: | GP4 Asset Acquisition, LLC General Partner of Captec Franchise Capital Partners L.P. IV | |
| By: | /s/ Patrick L. Beach | |
| Patrick L. Beach | ||
| President | ||
| Date: | March 28, 2005 | |