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) May 12, 2005
SHELTER PROPERTIES V
(Exact name of Registrant as specified in its charter)
South Carolina 0-11574 57-0721855
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification Number)
organization)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] 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 1.01 Entry into a Material Definitive Agreement.
Shelter Properties V (the "Registrant") owns a 99.99% interest in Foxfire
Apartments V Limited Partnership, a South Carolina limited partnership (the
"Partnership"). The Partnership owns Foxfire Apartments, a 266-unit apartment
complex located in Atlanta, Georgia ("Foxfire"). On May 12, 2005, the
Partnership, and seven other partnerships that own apartment complexes
containing 1,554 units, collectively (the "Selling Partnerships"), entered into
a Purchase and Sale Contract (the "Purchase Agreement") with a third party, The
Bethany Group, LLC, a California limited liability company (the "Purchaser") to
sell the eight apartment complexes owned by the Partnerships to the Purchaser
for a total sales price of $102,547,082, of which $10,445,347 represents the
sales price for Foxfire. Each of the Selling Partnerships is affiliated with
AIMCO Properties, L.P., an affiliate of the general partner of the Partnership
("AIMCO Properties").
The following is a summary of the terms and conditions of the Purchase
Agreement, which summary is qualified in its entirety by reference to the
Purchase Agreement, a copy of which will be filed with the Registrant's Form
10-QSB for the quarterly period ended June 30, 2005.
PURCHASE PRICE. The total purchase price is $102,547,082, of which $10,445,347
represents the sales price for Foxfire, subject to certain prorations and
adjustments at the closing. The Purchaser delivered an initial deposit of
$969,192, of which $98,721 is allocated to the Partnership.
CLOSING. The expected closing date for the transaction is June 30, 2005. The
Purchaser has the right to extend the closing for up to twenty-nine days by
delivering written notice and delivering an additional (non-refundable) payment
of $969,192, of which $98,721 would be allocated to the Partnership. The
Purchaser has the right to extend the closing an additional eighteen days by
delivering written notice and delivering an additional (non-refundable) payment
of $646,128, of which $65,814 would be allocated to the Partnership. AIMCO
Properties, in its capacity as representative of the Selling Partnerships, has
the right to condition the closing of Foxfire upon, among other things, the
closing of the eight other properties. Furthermore, the Purchaser is also
contracting to purchase four additional properties from affiliates of AIMCO
Properties pursuant to a separate purchase and sale agreement. If the Purchaser
terminates, or has the right to terminate, the additional purchase and sale
agreement, the Selling Partnerships shall have the option to terminate their
agreement as well. The closing is also subject to customary closing conditions
and deliveries.
COSTS AND FEES. With respect to Foxfire, the Purchaser will pay all of the
mortgage taxes, transfer taxes, and recording costs, any premiums or fees
required to be paid with respect to the title policy and one half of the
customary closing costs of the escrow agent. The Partnership will pay the base
premium of the title policy and one-half of the customary closing costs of the
escrow agent. With respect to the other seven apartment complexes, the costs and
fees to be paid by the Purchaser and respective selling partnership vary
according to the state the apartment complex is located.
REPRESENTATIONS AND WARRANTIES. The Partnerships and the Purchaser each made
limited representations and warranties to the other.
RISK OF LOSS. The risk of loss or damage to the eight apartment complexes by
reason of any insured or uninsured casualty during the period through and
including the closing date will be borne by the Partnerships. The Partnerships
must maintain all of their existing insurance coverage on the eight apartment
complexes in full force and effect until the closing date.
ASSIGNMENT. With the exception of an assignment to an affiliate of the
Purchaser, the Purchase Agreement is not assignable by the Purchaser without
first obtaining the prior written approval of the Partnerships.
DEFAULTS AND REMEDIES. If the Purchaser defaults in its obligations to deliver
when required any required deposits, the purchase price or any other specified
deliveries, then, immediately and without notice or cure, the Purchaser shall
forfeit such deposits to the Partnerships, and neither party shall be obligated
to proceed with the purchase and sale of the eight apartment complexes. The
Partnerships expressly waive the remedies of specific performance and additional
damages for any such defaults by the Purchaser.
If the Partnerships, prior to the closing, default in their representations,
warranties, covenants, or obligations then the Purchaser has the option of (i)
terminating the Purchase Agreement, having returned any deposits made by the
Purchaser, and recovering, as its sole recoverable damages its documented direct
and actual out-of-pocket expenses and costs up to $45,000 per apartment complex
or (ii) seeking specific performance of the Partnerships' obligation to deliver
the deed pursuant.
SIGNATURE
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.
SHELTER PROPERTIES V
(a South Carolina Limited Partnership)
By: Shelter Realty V Corporation
Corporate General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: May 18, 2005