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) November 30, 2005
SHELTER PROPERTIES V LIMITED PARTNERSHIP
(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 Completion of Acquisition or Disposition of Assets.
Shelter Properties V Limited Partnership, a South Carolina limited partnership
(the "Registrant"), owned Millhopper Village Apartments, a 136-unit apartment
complex located in Gainesville, Florida ("Millhopper"). On November 30, 2005,
the Registrant sold Millhopper to a third party, Hawthorne Reserve, LLC, (the
"Purchaser") a Florida limited liability company and an affiliate of Magnum
Realty, LLC, a Florida limited liability company. The Purchaser paid a purchase
price of approximately $10,400,000 for Millhopper. The Registrant continues to
own and operate four other investment 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
Millhopper, Foxfire Apartments (previously disclosed by the Registrant on
Current Report on Form 8-K filed on August 5, 2005) and The Lexington Green
Apartments (previously disclosed by the Registrant on Current Report on Form 8-K
filed on July 1, 2005) had been sold on January 1, 2004.
The pro forma 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)
September 30, 2005
All other assets $ 2,763
Investment properties, net 22,722
Total Assets $ 25,485
All other liabilities $ 1,206
Mortgage notes payable 26,934
Partners' deficit (2,655)
Total Liabilities and Partners' Deficit $ 25,485
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Year Ended Nine Months Ended
December 31, 2004 September 30, 2005
Total revenues $ 8,497 $ 6,610
Total expenses 9,115 7,274
Net loss $ (618) $ (664)
Net loss per limited partnership unit $(11.65) $(12.52)
(d) Exhibits
10(ii)g Assignment of Purchase and Sale Contract by and between Magnum
Realty, LLC, a Florida limited liability company and Hawthorne
Reserve, LLC, a Florida limited liability company, dated
November 15, 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.
SHELTER PROPERTIES V LIMITED PARTNERSHIP
(a South Carolina Limited Partnership)
By: Shelter Realty V Corporation
Corporate General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: December 5, 2005
Exhibit 10(ii)g
ASSIGNMENT OF
PURCHASE AND SALE CONTRACT
THIS ASSIGNMENT OF PURCHASE AND SALE CONTRACT (this "Assignment" is made
and entered into as of the 15 day of November, 2005, by and between MAGNUM
REALTY, LLC, A Florida limited liability company ("Assignor"), and HAWTHORNE
RESERVE, LLC, a Florida limited liability company ("Assignee"). Assignor, for
good and valuable consideration, the receipt of which is hereby acknowledged,
hereby assigns all of its right, title and interest under that certain Purchase
and Sale Agreement between Assignor, as Purchaser, and Shelter Properties V
Limited Partnership, a South Carolina limited partnership, as Seller, dated July
15, 2005, as amended (collectively, the "Agreement"), for the purchase of that
certain property located in Alachua County, Florida, as more particularly
described in the Agreement. Assignee hereby assumes all of Assignor's
obligations as Purchaser under the Agreement, provided, however, that pursuant
to Section 13.3 of the Agreement Assignor shall remain liable for its
obligations under the Agreement.
IN WITNESS WHEREOF, this Assignment has been executed by Assignor and
Assignee as of the date set forth above.
Assignor:
Magnum Realty, LLC, a
Florida limited liability company
By: /s/Scott Slota
Scott Slota
Managing Member
Assignee:
HAWTHORNE RESERVE, LLC, a
Florida limited liability company
By: Hawthorne Holdings, LLC,
A Florida limited liability
company, Its sole member
By: /s/Scott Slota
Scott Slota, Managing Member