U.S. 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): July 15, 2014
SHEA HOMES LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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| CALIFORNIA | | 333-177328 | | 95-4240219 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
655 Brea Canyon Road, Walnut, California 91789
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (909) 594-9500
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure |
On July 15, 2014, the United States Internal Revenue Service (the “IRS”) filed an appeal in the United States Court of Appeals for the Ninth Circuit to challenge the April 21, 2014 decision of the United States Tax Court (the “Tax Court Decision”). As was previously disclosed, the Tax Court issued its opinion on February 12, 2014 ruling in favor of Shea Homes Limited Partnership (the “Company”) and its wholly-owned subsidiary Shea Homes, Inc. (“SHI”), in connection with the Company’s and SHI’s use of the completed contract method of accounting for homebuilding operations. The appeals process requires that the IRS file its opening brief and excerpts of the record by October 6, 2014, and that the Company file an answering brief and excerpts of the record by November 3, 2014.
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.
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| SHEA HOMES LIMITED PARTNERSHIP |
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| By: | | /s/ Andrew H. Parnes |
| Name: | | Andrew H. Parnes |
| Title: | | Chief Financial Officer |
Date: July 21, 2014
