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 of 1934
Date of Report (Date of earliest event reported): September 28, 2005
REAL ESTATE ASSOCIATES LIMITED VI
(Exact name of registrant as specified in its charter)
California 0-13112 95-3778627
(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 2.01 Completion of Acquisition or Disposition of Assets
Real Estate Associates Limited VI (the "Registrant") is the sole limited partner
(99%) of Boynton Associates, Ltd., a Florida limited partnership (the
"Partnership"), which owns Boynton Terrace, an 89-unit affordable property in
Boynton Beach, FL (the "Property"). On June 2, 2005, the Registrant entered into
an agreement (the "Assignment Agreement") pursuant to which the Registrant
agreed to assign its interest in the Partnership to two third-party purchasers,
Affordable Housing, LLC, a Florida limited liability company, and HOB Investors,
LLC, a Florida limited liability company. The Registrant's assignment, together
with the assignment of all other interests in the Partnership by the
Partnership's general partners, allowed the Partnership to satisfy certain
liabilities. On September 28, 2005, pursuant to the terms of the Assignment
Agreement, the Registrant withdrew as the limited partner in the Partnership and
acknowledged that it has no further interest in the Partnership.
Item 9.01 Financial Statements and Exhibits
10.1 Assignment and Assumption Agreement between the Partnership,
Inc., a Florida nonprofit corporation, Rosewood Apartments
Corporation, a California corporation and Real Estate Associates
Limited VI, a California limited partnership.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
REAL ESTATE ASSOCIATES LIMITED IV
(a California limited partnership)
By: National Partnership Investments Corp.
Corporate General Partner
By: /s/Brian H. Shuman
Brian H. Shuman
Senior Vice President and
Chief Financial Officer
Date: October 6, 2005
Exhibit 9.01
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is made and
entered into as of June 2, 2005 (the "Effective Date"), by and between The
Partnership, Inc., a Florida nonprofit corporation ("TPI"), Rosewood Apartments
Corporation, a California corporation ("Rosewood"), and Real Estate Associates
Limited VI, a California limited partnership ("REAL VI" and together with TPI
and Rosewood, collectively, "Assignors" and each, an "Assignor"); and Affordable
Housing, LLC, a Florida limited liability company ("AH"), and HOB Investors,
LLC, a Florida limited liability company ("HOB") (collectively referred to as
"Assignee" and together with Assignors, collectively, the "Parties" and each, a
"Party").
Recitals
A. Boynton Associates, LTD. (the "Partnership"), was formed as a limited
partnership in accordance with the Uniform Limited Partnership Act adopted by
the State of Florida (the "Uniform Act"), pursuant to a certificate of limited
partnership filed with the Florida Department of State (the "Filing Office") on
September 22, 1982, as amended on June 28, 1996, (collectively, the
"Certificate"), and the Amended and Restated Agreement and Certificate of
Limited Partnership, dated December 30, 1982, as amended as of December 31,
2000, and further amended on ______________, 2002 (collectively, the
"Partnership Agreement") (any capitalized word or phrase used but not defined
herein shall have the meaning set forth in the Partnership Agreement).
B. TPI is the Managing General Partner of the Partnership, Rosewood is the
Administrative General Partner of the Partnership and REAL VI is the Limited
Partner of the Partnership.
C. Assignors have agreed to withdraw from the Partnership and assign all of
their interests in the Partnership to Assignee, and Assignee has agreed to
acquire such interests and assume all of the obligations of Assignors under the
Partnership Agreement, all pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and for such other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Assignment and Assumption.
1.1 Effective as of the "Closing" (as hereinafter defined)
(a) Assignors assign, transfer and set over to Assignee 100% of their collective
interests in the Partnership (collectively, the "Interests"), including, without
limitation, in all profits, losses, Cash from Operations, surplus cash from a
Disposition or Partial Disposition of Partnership Property, rights to any fees
and distributions and repayments of loans and all other Partnership assets,
including, but not limited to, real property, personal property and accounts.
Assignors agree to indemnify, defend and hold Assignee, each of them, and their
respective partners, members, shareholders, directors, officers, employees,
servants, agents, representatives, administrators and assigns harmless from and
against any and all cost, loss, liability or damage which may arise in
connection with any acts of the Partnership prior to the Closing Date,
including, but not limited to, the Partnership's operation of the Boynton
Terrace Apartment Complex, excluding, however, any claims arising out of the "A
Invoices" and/or the "B Invoices" (as those terms are hereinafter defined).
(b) Assignee agrees to perform all of the obligations of each Assignor under the
Partnership Agreement. Without limiting the generality of the foregoing, AH
expressly agrees to assume and hereby assumes all liabilities and obligations of
TPI and Rosewood as general partners of the Partnership, and agrees to cause the
Partnership to perform all of the covenants and obligations of the Partnership
with respect thereto. Assignee agrees to indemnify, defend and hold Assignors,
each of them, and their respective partners, members, shareholders, directors,
officers, employees, servants, agents, representatives, administrators and
assigns (collectively, the "Assignor Parties") harmless from and against any and
all cost, loss, liability or damage which may arise in connection with any acts
of the Partnership after the Closing Date, including, but not limited to, any
development of the real property owned by the Partnership.
1.2 In consideration for Assignors' assignments of the Interests and the other
covenants of Assignors herein contained, Assignee, at the Closing, shall fund to
the Partnership, so that the Partnership can pay the outstanding invoices listed
on Exhibit "A" attached hereto (collectively, the "A Invoices"), an amount equal
to Fifty Two Thousand Five Hundred Forty Eight and 24/100 Dollars ($52,548.24)
(the "Payment"). Evidence of payment of the A Invoices shall be given to
Assignors by Assignee immediately upon payment by the Partnership. Assignors
covenant and agree that such payment of the A Invoices shall be considered full
satisfaction of all obligations and liabilities due Assignors in connection with
assignment of the Interests to Assignee or in any manner arising out of the
Partnership, or any other assets owned by the Partnership. In addition,
Assignee, at the Closing, shall deposit Forty Seven Thousand Four Hundred Sixty
Six and 21/100 Dollars ($47,466.2) into an escrow account with Assignee's
attorney, Jack B. Owen, Jr., to be used to satisfy the escrowed outstanding
invoices listed on Exhibit "B" attached hereto (the "B Invoices"). Assignee is
free to negotiate with the vendors for the B Invoices to pay a reduced amount
than that listed and Assignee agrees to indemnify, defend and hold the Assignor
Parties, each of them, harmless from the payment of all or any portion of the
amounts on any of the B Invoices.
2. Closing. The closing of the transactions contemplated by this Agreement (the
"Closing") shall occur on the date which is five (5) business days after the
date that the United States Department of Housing and Urban Development ("HUD")
terminates the Housing Assistance Payments Contract presently in existence for
the Apartment Complex (the "HAP Contract"), or such earlier date as the parties
may agree to in writing (the "Closing Date"). Notwithstanding the foregoing, if
termination of the HAP Contract by HUD has not occurred by July 31, 2005, then
either Party shall have the right to cancel this Agreement upon notice to the
other Party provided such notice is given prior to said termination. Upon
receipt of the Payment, Assignors will execute and deliver an amendment to the
Certificate reflecting the substitution of partners of the Partnership as herein
provided.
3. Representations and Warranties.
3.1 As a material inducement to Assignee entering into this Agreement, Assignors
hereby represent and warrant to Assignee the following are true and correct on
the date hereof and will be true and correct as of the Effective Date, and which
warranties and representations shall survive the Effective Date and the
withdrawal of Assignors from the Partnership for a period of one year from the
Closing Date. Notwithstanding the foregoing to the contrary, as to any of the
following which applies to an Assignor, each Assignor is only making such
representation and warranty as to itself and not as to any of the other
Assignors.
(a) To the knowledge of Assignors, the Partnership is validly existing and in
good standing under the laws governing limited partnerships, as adopted in the
state of its formation and the Partnership has taken all requisite action in
order to conduct lawfully its business in the State of Florida and has the full
power and authority to carry on its business, including without limitation, to
own, lease, develop and operate real property.
(b) The execution and delivery of this Agreement by Assignors and the
performance of the transactions contemplated herein have been duly authorized by
all requisite corporate and partnership proceedings. Without limiting the
generality of the foregoing, the individual signing on behalf of each Assignor
is duly authorized by all corporate and partnership action to act on their
behalf and execute this Agreement and all documents contemplated herein and to
perform all acts required hereunder and under such other documents.
(c) Assuming the due and proper execution and delivery by Assignee, this
Agreement is binding upon and enforceable against each Assignor in accordance
with its terms.
(d) TPI, Rosewood and REAL VI are the only Partners of the Partnership.
(e) None of the Interests is subject to any lien, pledge or encumbrance of any
nature whatsoever and Assignee, shall acquire the same free of any rights or
claims thereto by any other party.
(f) To each Assignor's separate knowledge, there is no litigation, action,
proceeding, investigation or claim pending or threatened against or involving
the Interests, or which questions the validity of this Agreement, and, to each
Assignor's separate knowledge, there is no fact or circumstance which could give
rise to any such litigation, action, proceeding, investigation or claim.
(g) That all Partnership tax returns for all previous years have been filed and
all taxes due, if any, have been paid. Notwithstanding the foregoing, Assignors
have not filed the required 2004 tax returns for the Partnership but have filed
proper extensions. Assignors shall file the necessary 2004 tax returns prior to
the expiration of any extension dates and forward a copy of such 2004 tax
returns to Assignee.
(h) Neither TPI nor Rosewood has been notified by any governmental authority or
otherwise that any of the real property owned by the Partnership is not in
compliance with any "Environmental Law" (as hereinafter defined). "Environmental
Law" means any federal, state or local law, code, ordinance, rule, regulation,
permit, consent, approval, license, judgment, order, writ, judicial decision,
common law rule, decree, agency interpretation, injunction or other
authorization or requirement however promulgated, issued or modified, relating
to industrial hygiene or to the environmental conditions, including, but not
limited to, soil and groundwater conditions, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA"), 42 U.S.C. Section 9601 et seq.; the Hazardous Materials
Transportation Act, as amended, 39 U.S.C. Section 1801 et al; the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq.; or
any similar applicable federal, state or local law now or hereinafter existing;
or in any regulation adopted or publication promulgated pursuant to any said
law.
(i) That no real estate brokers were utilized by Assignors in the consummation
of this transaction.
As used herein or elsewhere in this Agreement, the term "to Assignor's
knowledge" or similar provisions concerning Assignor's knowledge, shall be
defined with respect to TPI as the actual knowledge of John Corbett and as to
Rosewood and REAL VI shall be defined as the actual knowledge of Joe Veneracion.
Notwithstanding the foregoing, said individual shall have no personal liability
under this Agreement or any other document and are not intended to be guarantors
hereunder.
3.2 As a material inducement to Assignors entering into this Agreement, Assignee
hereby represent and warrant to Assignors, and each of them, the following are
true and correct on the date hereof and will be true and correct as of the
Effective Date, and which warranties and representations shall survive the
Effective Date and the withdrawal of Assignors from the Partnership for a period
of one year from the Closing Date.
(a) The execution and delivery of this Agreement by Assignee and the performance
of the transactions contemplated herein have been duly authorized by all
requisite corporate/partnership proceedings. Without limiting the generality of
the foregoing, the individual signing on behalf of Assignee is duly authorized
by all corporate and partnership action to act on their behalf and execute this
Agreement and all documents contemplated herein and to perform all acts required
hereunder and under such other documents.
(b) Assuming the due and proper execution and delivery by Assignors, this
Agreement is binding upon and enforceable against Assignee in accordance with
its terms.
(c) That no real estate brokers were utilized by Assigee in the consummation of
this transaction.
4. Assignment "AS IS"; Release.
4.1 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE INTERESTS
(AND ALL REAL AND PERSONAL PROPERTY OWNED BY THE PARTNERSHIP) IS CONVEYED IN AN
"AS IS" CONDITION ON A "WHERE IS" BASIS AND WITH ALL FAULTS", WITHOUT
REPRESENTATION OR WARRANTY, EXPRESSLY OR IMPLIED, WHETHER STATUTORY OR
OTHERWISE, AND WITHOUT ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR, OR PURCHASER'S INTENDED, USE OR PURPOSES, INCLUDING, BUT NOT LIMITED
TO, WITH RESPECT TO ENVIRONMENTAL MATTERS. The Payment and the other terms and
conditions set forth in this Agreement are the result of arm's-length bargaining
between entities familiar with transactions of this kind, and said price, terms
and conditions reflect the fact that Assignee shall have the benefit of, and is
not relying upon any information provided by any Assignor or statements,
representations or warranties, express or implied, made by or enforceable
directly against Assignors, including, without limitation, any relating to the
value of the real property , the physical or environmental condition thereof,
any state, federal, county or local law, ordinance, order or permit; or the
suitability, compliance or lack of compliance of the Apartment Complex with any
regulation, or any other attribute or matter of or relating to the real property
.. Assignee represents and warrants that as of the date hereof and as of the
Closing Date, it has and shall have reviewed and conducted such independent
analysis, studies, reports, investigations and inspections as it deems
appropriate in connection with the Interests and the real property . If Assignor
provides or has provided any documents, summaries, opinions or work product of
consultants, surveyors, architects, engineers, title companies, governmental
authorities or any other person or entity with respect to the real property ,
Assignee and Assignors agree that Assignors have done so or shall do so only for
the convenience of both Parties, Assignee shall not rely thereon and the
reliance by Assignee upon any such documents, summaries, opinions or work
product shall not create or give rise to any liability of or against any
Assignor, such Assignor's partners or affiliates or any of their respective
partners, officers, directors, participants, employees, contractors, attorneys,
consultants, representatives, agents, successors, assigns or
predecessors-in-interest. Assignee shall rely only upon any title insurance
obtained by Assignee with respect to title to the real property . Assignee
acknowledges and agrees that no representation has been made and no
responsibility is assumed by any Assignor with respect to current and future
applicable legal (including, but not limited to, zoning or building code)
requirements or the compliance of the real property with any other laws, rules,
ordinances or regulations, the financial earning capacity or expense history of
the real property . Assignee hereby releases Assignors, and each of them, from
any and all claims and liabilities relating to the foregoing matters.
4.2 Except for the representations and warranties of Assignors contained in this
Agreement, Assignee, for itself and for and on behalf of partners, members,
directors, officers, employees, servants, agents, representatives,
administrators, assigns, and the Partnership release, waive, relinquish any
action, causes of action, claims and demands, whether or not well founded in
fact or in law, and any other suits, debts, dues, sums of money, accounts,
reckonings, bills, notes and bonds, specialties, contracts, covenants,
controversies, agreements, promises, trusts, damages, executions, claims or
demands whatsoever, at law or in equity, that any of them has against the
Assignor Parties, except to the extent of Assignor's indemnity obligations
expressly set forth in this Agreement.
5. Miscellaneous.
5.1 All notices, demands, requests and other communications required pursuant to
the provisions of this Agreement ("Notice") shall be in writing and shall be
deemed to have been properly given or served for all purposes (i) if sent by
Federal Express or any other nationally recognized overnight carrier for next
business day delivery, on the first business day following deposit of such
Notice with such carrier, or (ii) if personally delivered, on the actual date of
delivery or (iii) if sent by certified mail, return receipt requested postage
prepaid, on the fifth (5th) business day following the date of mailing addressed
as follows:
If to Assignors: c/o National Partnership Investments Corp.
6100 Center Drive, Suite 800
Los Angeles, California 90045
Attention: Jeffrey Sussman
Telephone: (310) 258-5162
Facsimile: (310) 258-5180
With a copy to: c/o Community Partnership Group
Housing Partnership, Inc. and Parent-Child Center,
Inc.
2001 W. Blue Heron Blvd.
Riviera Beach, Florida 33404
Telephone: (561) 841-3500
Facsimile: (561) 841-3555
And
Brady & Brady, PA
370 West Camino Gardens Boulevard, Suite 200C
Boca Raton, Florida 33437
Attention: Frank Brady, Esq.
Telephone: (561) 338-9256
And
Resch Polster Alpert & Berger LLP
10390 Santa Monica Blvd, Fourth floor
Attention: Real Estate Department
Los Angeles, CA 90025-5008
Telephone: (310) 277-8300
Facsimile: (310) 552-3209
If to Assignee: c/o Larry Finkelstein
114 N. Federal Highway
Suite 202
Boynton Beach, FL 33435
Telephone: (561) 736-9790
Facsimile: (561) 423-2432
With a copy to: Jack Owen, Esq.
Law Office of Jack B. Owen, Jr., P.A.
4500 PGA Blvd., Suite 206
Telephone: (561) 622-4521
Facsimile: (561) 656-0917
Any of the Parties may designate a change of address by Notice in writing to the
other Parties. Whenever in this Agreement the giving of Notice by mail or
otherwise is required, the giving of such Notice may be waived in writing by the
person or persons entitled to receive such Notice.
5.2 If any provision of this Agreement is held to be illegal, invalid, or
unenforceable under present or future laws, such provision shall be fully
severable. This Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this Agreement.
5.3 This Agreement may be signed in any number of counterparts, each of which
shall be an original for all purposes, but all of which taken together shall
constitute only one agreement. The production of any executed counterpart of
this Agreement shall be sufficient for all purposes without producing or
accounting for any other counterpart thereof.
5.4 This Agreement shall be binding upon and inure to the benefit of the heirs,
executors, administrators, legal representatives and permitted successors and
assigns of the Parties hereto. This Agreement shall be interpreted in accordance
with the laws of the state of Idaho.
5.5 Nothing herein shall be construed to be for the benefit of or enforceable by
any third party including, but not limited to any creditor of an Assignor.
5.6 The Parties shall execute and deliver such further instruments (including,
without limitation, an amendment to the Certificate) and do such further acts
and things as may be required to carry out the intent and purposes of this
Agreement.
5.7 All article and section titles or captions contained in this Agreement are
for convenience only and shall not be deemed part of the text of this Agreement.
5.8 In the event that any court or arbitration proceedings is brought under or
in connection with this Agreement, the prevailing party in such proceeding
(whether at trial or on appeal) shall be entitled to recover from the other
party all costs, expenses, and reasonable attorneys' fees incident to any such
proceeding. The term "prevailing party" as used herein shall mean the party in
whose favor the final judgment or award is entered in any such judicial or
arbitration proceeding.
5.9 This Agreement constitutes the sole agreement of the Parties with respect to
the matters herein, all prior oral or written agreements being merged herein.
This Agreement may only be modified by a writing signed by all of the Parties
hereto and time is of the essence of this Agreement.
5.10 In interpreting this Agreement it shall be presumed that the Agreement was
jointly drafted and no presumption shall arise against any partner in the event
of any ambiguity.
[SIGNATURES ON NEXT PAGE.]
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the
date set forth above.
ASSIGNORS: THE PARTNERSHIP, INC.,
a Florida nonprofit corporation
By/s/ John Corbett
John Corbett
Its President and Chief Executive Officer
ROSEWOOD APARTMENTS CORPORATION,
a California corporation
By/s/Jeff Sussman
Its Senior Vice President
REAL ESTATE ASSOCIATES LIMITED VI,
a California limited partnership
By National Partnership Investments Corp.,
a California corporation,
General Partner
By/s/Jeff Sussman
Jeff Sussman
Its Senior Vice President
ASSIGNEES: AFFORDABLE HOUSING, LLC,
a Florida limited liability company
By/s/Larry Finkelstein
Larry Finkelstein
Its Managing Member
HOB INVESTORS, LLC,
a Florida limited liability company
By/s/Larry Finkelstein
Larry Finkelstein
Its Managing Member
EXHIBIT A
Boynton Terrace Apartments
Outstanding Invoices Thru May 9, 2005
TPI - Payroll November 2004 - March 2005 $ 13,354.72
TPI - Insurance 400.00
TPI - Management Fee (December 2004 - March 14, 2005 Shut-down) 17,969.00
R. Scott Buist
1,104.00
Relocation of Residents for Phase 1 of Tax Credit Rehab 5,841.58
AMG - Auditor
4,725.00
American Express & Tax - Tax Returns 1,000.00
ARD 1,585.46
Mangonia 304.00
AIMCO 6,264.48
Total $52,548.24
7
PHA:PP/327555-1 1101.00067
Boynton Beach Assignment and Assumption
PHA:PP/327555-5 1101.00067
Boynton Beach Assignment and Assumption
EXHIBIT B
Boynton Terrace Apartments
Outstanding Invoices Thru May 9, 2005
Economy Lawn - August $425.00
Above & Beyond - May thru August 720.00
Copy CO - July and August 500.88
Zephyrhills - June thru August 183.10
City of Boynton (Utility Bills) 17,908.89
Polar Bear 11,141.00
FPL 3,868.31
Federal Express 168.54
WTC 1,000.00
AT&T 122.77
Home Depot 2,349.05
Viking 226.76
Pellecchia Electric 415.00
Toshiba 162.18
CAN-AM 1,239.02
State Licenses Renewal, Division of Hotels & Restaurants 280.00
Harold Allen 113.10
NAHMA 85.00
Bell South 469.75
C. Gerace 603.65
Bill Me Later 30.11
Triangle Fire 159.21
Accounting Systems One 140.19
Security Roofing 350.00
City of Boynton (Occupational License) 1,718.00
Verizon 16.62
Total $44,396.13
Ardamen & Associates 3,070.08
Grand Total $47,466.21