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) October 6, 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 2. Acquisition or Disposition of Assets.
On October 6, 2005, Johnstown/Consolidated Income Partners, a California limited
partnership (the "Registrant"), sold its last remaining investment property,
Cedar Brooke Apartments, a 158-unit apartment complex located in Independence,
Missouri (the "Property") to a third party, First Pacific Investments, Ltd., a
Colorado corporation (the "Purchaser") for a gross purchase price of $7,300,000.
As a result of this sale the Registrant no longer holds ownership interest in
any investment properties or in any other assets.
In accordance with the Amended and Restated Certificate and Agreement of Limited
Partnership of the Registrant, the Registrant's general partner is evaluating
the cash requirements of the Registrant to determine what portion of the net
proceeds will be distributed to the Registrant's partners.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits (1) Schedules and supplemental materials to the
exhibits have been omitted but will be provided to the
Securities and Exchange Commission upon request.
10.45 Third Amendment to Purchase and Sale Contract between
Johnstown/Consolidated Income Partners, a California limited
partnership and Western Terrace Apartments Associates, LLC, a
Colorado limited liability company, as to an undivided 44.39%
interest, Thomas W. Fischer and Melissa B. Fisher as Trustees
of the Fischer Family Trust dated March 30, 2005, as to an
undivided 36.92% interest and Vista Montanas Apartments, LLC,
a California limited liability company as to an undivided
18.69% interest, all as tenants in common, dated September 28,
2005.
10.46 Fourth Amendment to Purchase and Sale Contract between
Johnstown/Consolidated Income Partners, a California limited
partnership and Western Terrace Apartments Associates, LLC, a
Colorado limited liability company, as to an undivided 44.39%
interest, Thomas W. Fischer and Melissa B. Fisher as Trustees
of the Fischer Family Trust dated March 30, 2005, as to an
undivided 36.92% interest and Vista Montanas Apartments, LLC,
a California limited liability company as to an undivided
18.69% interest, all as tenants in common, dated October 4,
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: October 12, 2005
Exhibit 10.45
THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT
This Third Amendment to Purchase and Sale Contract (the "Amendment") is
effective as of September 28, 2005 and is entered into by and between
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS, a California limited partnership
("Seller") and WESTERN TERRACE APARTMENTS ASSOCIATES, LLC, a Colorado limited
liability company, as to an undivided 44.39% interest, THOMAS W. FISCHER AND
MELISSA B. FISCHER as Trustees of the Fischer Family Trust dated March 30, 2005,
as to an undivided 36.92% interest, and VISTA MONTANAS APARTMENTS, LLC, a
California limited liability company, as to an undivided 18.69% interest, all as
tenants in common (collectively, "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 and that certain Second Amendment to Purchase and Sale Contract
with an Effective Date of August 29, 2005, as assigned by that certain
Assignment of Contract dated September 21, 2005, for the Property defined
therein and known as Cedar Brooke Apartments ("Contract").
WHEREAS, Seller and Purchaser desire to enter into this Amendment to
extend 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. 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 October 4, 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."
C. 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.
D. 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/Kristian Vercaunteren
Name: Kristian Vercaunteren
Title: Vice President
Purchaser:
WESTERN TERRACE APARTMENTS ASSOCIATES,
LLC, a Colorado limited liability company
By: /s/Jon H. Olson
Name: Jon H. Olson
Title:Manager
THOMAS W. FISCHER AND MELISSA B. FISCHER,
as Trustees of the Fischer Family Trust
dated March 30, 2005
By: /s/Thomas W. Fischer
Name: Thomas W. Fischer
Title:Trustee
By: /s/Melissa B. Fischer
Name: Melissa B. Fischer
Title:Trustee
VISTA MONTANAS APARTMENTS, LLC, a
California limited liability company
By: /s/Sean Olson
Name: Sean Olson
Title:Manager
Exhibit 10.46
FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT
This Fourth Amendment to Purchase and Sale Contract (the "Amendment") is
effective as of October 4, 2005 and is entered into by and between
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS, a California limited partnership
("Seller") and WESTERN TERRACE APARTMENTS ASSOCIATES, LLC, a Colorado limited
liability company, as to an undivided 44.39% interest, THOMAS W. FISCHER AND
MELISSA B. FISCHER as Trustees of the Fischer Family Trust dated March 30, 2005,
as to an undivided 36.92% interest, and VISTA MONTANAS APARTMENTS, LLC, a
California limited liability company, as to an undivided 18.69% interest, all as
tenants in common (collectively, "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, that certain Second Amendment to Purchase and Sale Contract with
an Effective Date of August 29, 2005 and that certain Third Amendment to
Purchase and Sale Contract with an Effective Date of September 28, 2005, as
assigned by that certain Assignment of Contract dated September 21, 2005, for
the Property defined therein and known as Cedar Brooke Apartments ("Contract").
WHEREAS, Seller and Purchaser desire to enter into this Amendment to
extend the Closing Date and to provide that Purchaser will pay the interest
charged by Lender for the period from the Closing Date to the permitted
prepayment 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
E. Definitions. All terms not defined herein shall have the meaning ascribed to
such terms in the Contract.
F. Amendment to Section 1.1.36. Section 1.1.36 of the Contract is replaced with
the following:
"Lender Fees shall mean all fees and expenses (including, without
limitation, all prepayment penalties and pay-off fees) imposed or
charged by Lender or its counsel in connection with the Loan Payoff,
but, to the extent that the Loan Payoff occurs in October, 2005,
excluding any amounts of interest charged by Lender for the period
from the Closing Date to the permitted prepayment date, the amount
of the Lender's Fees to be determined as of the Closing Date. The
term `Lender Fees' does not include those items included in the
definition of Assumption Lender Fees."
G. Amendment to Section 5.1. The first sentence of Section 5.1 of the Contract
is replaced with the following:
"5.1. Closing Date.
As partial consideration for Seller's agreement to extend the
Closing Date to October 6, 2005, Purchaser agrees to pay all amounts
of interest on the Second Loan charged by Lender for the period from
the Closing Date to the permitted prepayment date and such amounts
shall not be deducted from the Purchase Price. The Closing shall
occur on October 6, 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."
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.
J.
[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/Kristian Vercaunteren
Name: Kristian Vercaunteren
Title: Vice President
Purchaser:
WESTERN TERRACE APARTMENTS ASSOCIATES,
LLC, a Colorado limited liability company
By: /s/Jon H. Olson
Name: Jon H. Olson
Title:Manager
THOMAS W. FISCHER AND MELISSA B. FISCHER,
as Trustees of the Fischer Family Trust
dated March 30, 2005
By: /s/Thomas W. Fischer
Name: Thomas W. Fischer
Title:Trustee
By: /s/Melissa B. Fischer
Name: Melissa B. Fischer
Title:Trustee
VISTA MONTANAS APARTMENTS, LLC, a
California limited liability company
By: /s/Sean Olson
Name: Sean Olson
Title:Manager