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) December 22, 2005
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SB Partners
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(Exact name of registrant as specified in its charter)
New York 000-08952 13-6294787
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1251 Avenue of the Americas, New York, NY 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 408-5000
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(Former name or former address, if changed since last report.)
Item 2. Disposition of Assets
On December 22, 2005, Waterview Associates, L.P., a limited
partnership of which the Registrant is a partner, sold Waterview
Apartments, a commercial property in West Chester, Pennsylvania to
Fairfield Waterview, LLC, an unrelated Delaware limited liability
company, for $25,750,000 in an all cash transaction. The proceeds from
the sale were used, in part, to retire the mortgage note of
approximately $13,715,000 that had been secured by the property.
Item 7. Financial Statements
The financial statements required to be presented in connection
with the disposition of Waterview Apartments will be included in a
separate filling on or before March 7, 2006, as an amendment to this
Form 8-K.
2
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.
SB Partners
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(Registrant)
By: SB PARTNERS REAL ESTATE CORPORATION
GENERAL PARTNERS
Principal Financial & Accounting Officer
Date January 6, 2006 /s/ George N. Tietjen III
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By: George N. Tietjen III
Chief Financial Officer & Treasurer