UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Exchange Act
Date of Report (Date of earliest event reported) August 29, 2005
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
(Exact name of registrant as specified in its charter)
California 0-16010 94-3004963
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
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.
On July 5, 2005 (the "Effective Date"), Johnstown/Consolidated Income Partners,
a California limited partnership (the "Partnership"), entered into an agreement
(the "Purchase Agreement"), with a third party, First Pacific Investments, Ltd.,
a Colorado corporation (the "Purchaser"), relating to the purchase and sale of
Cedar Brooke Apartments, a 158-unit apartment complex located in Independence,
Missouri (the "Property"). Under the terms of the Purchase Agreement, the
Purchaser agreed to purchase the Property for a gross purchase price of
$7,300,000, subject to certain conditions (the "Purchase Price").
On August 10, 2005, the Purchaser terminated the Purchase Agreement. On August
29, 2005, the Partnership and Purchaser entered into the Second Amendment to
Purchase and Sale Contract (the "Amendment"), which had the effect of
reinstating the Purchase Agreement. There were no material changes to the
Purchase Agreement as described in the Registrant's Current Report on Form 8-K
dated July 11, 2005.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.44 Second Amendment to Purchase and Sale Contract between
Johnstown/Consolidated Income Partners, a California
limited partnership and First Pacific Investments, Ltd., a
Colorado Corporation, dated August 29, 2005.
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.
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
(a California Limited Partnership)
By: CONCAP EQUITIES, INC.
General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: September 2, 2005
Exhibit 10.44
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
This Second Amendment to Purchase and Sale Contract (the "Amendment") is
effective as of August 29, 2005 and is entered into by and between
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS, a California limited partnership
("Seller") and FIRST PACIFIC INVESTMENTS, LTD., a Colorado corporation
("Purchaser").
RECITALS
WHEREAS, Seller and Purchaser are parties to that certain Purchase
and Sale Contract, with an Effective Date of July 5, 2005, as amended by that
certain First Amendment to Purchase and Sale Contract with an Effective Date of
July 12, 2005, for the Property defined therein and known as Cedar Brooke
Apartments ("Contract").
WHEREAS, Purchaser terminated the Contract by written notice in its
August 4, 2005 letter to Seller, pursuant to Section 3.2 of the Contract.
WHEREAS, Seller and Purchaser desire to enter into this Amendment to
reinstate the Contract, to extend the Closing Date, to give Purchaser a credit
at Closing and to provide for certain repairs at the Property prior to the
Closing Date.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree
to amend the Contract as follows:
AGREEMENT
A. Definitions. All terms not defined herein shall have the meaning ascribed to
such terms in the Contract.
B. Withdrawal of Purchaser's Termination of the Contract. Seller and Purchaser
agree that Purchaser's notice of termination of the Contract is withdrawn and
that the Contract is in full force and effect. The parties agree that First
American Title Insurance Company shall retain the Initial Deposit in its
capacity as Escrow Agent pursuant to the terms of the Contract. Neither Seller
nor Purchaser is aware of a default under the Contract by the other party.
C. Amendment to Section 2.2.2. The first sentence of Section 2.2.2 of the
Contract is replaced with the following:
"2.2.2. Purchase Price and Deposit.
On August 29, 2005, Purchaser shall deliver to Escrow Agent an
additional deposit (the "Additional Deposit") of Seventy Three
Thousand and No/100 Dollars ($73,000.00) by wire transfer of Good
Funds."
D. Amendment to Section 5.1. The first sentence of Section 5.1 of the Contract
is replaced with the following:
"5.1. Closing Date.
The Closing shall occur on September 29, 2005 (the "Closing Date")
through an escrow with Escrow Agent, whereby the Seller, Purchaser
and their attorneys need not be physically present at the Closing
and may deliver documents by overnight air courier or other means."
E. Amendment to Section 5.4. Section 5.4 of the Contract shall be amended by
adding Section 5.4.15 which shall read as follows:
"5.4.15 Purchaser Credit for Repairs. At Closing,
Purchaser shall receive a credit of $26,328.00 for
balcony and roof repairs."
F. Repairs. Seller shall complete the repairs of the balconies for Unit 102,
Building 1 and Unit 503, Building 5, prior to the Closing Date.
G. Expiration of Contingencies. Purchaser acknowledges that Purchaser's rights
to terminate the Contract under Section 3.2, Section 4.3, Section 4.5.4 and
Section 4.7 have expired.
H. Multiple Counterparts/Facsimile Signatures. This Amendment may be executed by
facsimile signatures which shall be binding on the parties hereto, with original
signatures to be delivered as soon as reasonably practical thereafter.
I. Ratification of the Contract. Seller and Purchaser confirm and ratify in all
respects the terms and conditions of the Contract, as amended by this Amendment.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first noted above.
Seller:
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS, a
California limited partnership
By: ConCap Equities, Inc., a Delaware
corporation, Its General Partner
By: /s/Kris Vercauteren
Name: Kris Vercauteren
Title: Vice President
Purchaser:
FIRST PACIFIC INVESTMENTS, LTD.,
a Colorado corporation
By: /s/Jon H. Olson
Name: Jon H. Olson
Title: President