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) June 29, 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 2.01 Acquisition or Disposition of Assets.
Shelter Properties V (the "Registrant") owns a 99.99% interest in New Shelter V
Limited Partnership (the "Partnership"), a Delaware limited partnership. On June
29, 2005, the Partnership sold its investment property, The Lexington
Apartments, a 267-unit apartment complex located in Sarasota, Florida (the
"Property"), to a third party, Forest Acquisition Fund, LLC (the "Purchaser"), a
Massachusetts limited liability company. The Purchaser paid a purchase price of
approximately $19,200,000 for The Lexington Apartments. The Registrant continues
to own and operate six additional properties.
In accordance with the Amended and Restated Certificate and Agreement of Limited
Partnership of the Registrant, the Registrant's Corporate General Partner is
evaluating the cash requirements of the Registrant to determine whether any
portion of the net proceeds will be distributed to the Registrant's partners.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma consolidated balance sheet and consolidated
statements of operations reflect the operations of the Registrant as if The
Lexington Apartments had been sold on January 1, 2004.
The pro forma consolidated financial statements do not project the Registrant's
results of operations at any future date or for any future period. This pro
forma information should be read in conjunction with the Registrant's 2004
Annual Report on Form 10-KSB.
PRO FORMA CONSOLIDATED BALANCE SHEET
(in thousands)
March 31,
2005
All other assets $ 2,146
Investment properties, net 28,143
Total Assets $ 30,289
All other liabilities $ 4,752
Mortgage notes payable 37,437
Partners' deficit (11,900)
Total Liabilities and Partners' Deficit $ 30,289
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Year Ended Three Months Ended
December 31, 2004 March 31, 2005
Total revenues $11,420 $ 2,912
Total expenses 12,430 3,163
Net loss $(1,010) $ (251)
Net loss per limited partnership unit $(19.03) $ (4.72)
(c) Exhibits
The following exhibit is filed with this report (1):
10(ii)a Purchase and Sale Contract between New Shelter V Limited
Partnership, a Delaware limited partnership, as Seller, and Forest
Acquisition Fund, LLC, a Massachusetts limited liability company, as
Purchaser, effective May 2, 2005 filed as exhibit 10(ii)a to the
Registrant's Current Report on Form 8-K dated May 2, 2005 and
incorporated herein by reference.
(1) Schedules and supplemental materials to the exhibit have been
omitted but will be provided to the Securities and Exchange
Commission upon request.
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
By: Shelter Realty V Corporation
Corporate General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: July 1, 2005