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) October 11, 2005
NATIONAL PROPERTY INVESTORS 8
(Exact name of small business issuer as specified in its charter)
California 0-14554 13-3254885
(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)
(Partnership's telephone number)
(864) 239-1000
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 August 16, 2005 (the "Effective Date"), National Property Investors 8, a
California limited partnership (the "Partnership"), and four other partnerships
("Selling Partnerships") entered into an agreement (the "Purchase Agreement")
with a third party, Prime Quest Management, LLC, an Illinois limited liability
company (the "Purchaser"), relating to the purchase and sale of five apartment
complexes, each of which is owned by one of the Selling Partnerships and all of
which together contain a total of 1,324 units. Each of the Selling Partnerships
is affiliated with AIMCO Properties, LP, an affiliate of the Partnership's
managing general partner. One of the properties subject to the Purchase
Agreement is Williamsburg on the Lake Apartments ("Williamsburg"), a 460-unit
apartment complex located in Indianapolis, Indiana that is owned by the
Partnership. Under the terms of the Purchase Agreement, the Purchaser agreed to
purchase the five apartment complexes owned by the Selling Partnerships for a
total purchase price of approximately $39,131,000, of which approximately
$11,810,000 is allocated to Williamsburg (the "Purchase Price"). The Purchaser
also agreed to purchase two additional apartment complexes from affiliates of
the Partnership's managing general partner pursuant to two separate purchase and
sale agreements. The purchase of these two additional apartment complexes is
contingent on the purchase of the five properties covered by the Purchase
Agreement.
Under the terms of the Purchase Agreement, the Purchaser could terminate the
Purchase Agreement at any time prior to the expiration of the feasibility period
as defined in the Purchase Agreement, acting in the Purchaser's sole discretion
and for any reason or no reason, upon delivery of written notice to the Selling
Partnerships and the escrow agent. On September 23, 2005, the Purchaser
delivered written notice to the Selling Partnerships and the escrow agent of its
election to terminate the Purchase Agreement pursuant to its terms. On October
11, 2005 ("Reinstatement Date"), the Partnership and Purchaser entered into the
Reinstatement and Second Amendment to the Purchase and Sale Contract (the
"Reinstatement"), which had the effect of reinstating the Purchase Agreement.
The Purchase Agreement and the Reinstatement will be filed with the Registrant's
Form 10-QSB for the quarterly period ended September 30, 2005.
The Reinstatement decreased the purchase price in the Purchase Agreement to
approximately $38,501,000, of which approximately $11,760,000 represents the
sales price allocation to Williamsburg. The Purchaser paid an additional deposit
of approximately $449,000, of which approximately $136,000 is allocated to
Williamsburg. The feasibility period has expired and both of the deposits are
nonrefundable. The closing date is now anticipated to be November 30, 2005.
There were no other material changes to the Purchase Agreement as described in
the Registrant's Current Report on Form 8-K dated August 16, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL PROPERTY INVESTORS 8
By: NPI EQUITY INVESTMENTS, INC
Managing General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: October 17, 2005