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) December 1, 2005
NATIONAL PROPERTY INVESTORS 8
(Exact name of Registrant 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)
(864) 239-1000
(Registrant'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 Acquisition or Disposition of Assets.
National Property Investors 8 (the "Registrant" or "Partnership"), a California
limited partnership, owns Williamsburg on the Lake Apartments, a 460-unit
apartment complex located in Indianapolis, Indiana ("Williamsburg"). On December
1, 2005, the Partnership sold Williamsburg to a third party, Prime Quest
Management, LLC (the "Purchaser"), an Illinois limited liability company. In
addition to Williamsburg, the Purchaser purchased four other apartment
complexes, each of which was owned in whole or in part by affiliates of AIMCO
Properties, L.P., an affiliate of the Registrant's managing general partner. The
total sales price for Williamsburg and the four other properties is
approximately $38,501,000 of which approximately $11,760,000 is allocated to
Williamsburg. The Purchaser also purchased two additional apartment complexes
from affiliates of the managing general partner pursuant to two separate
purchase and sale agreements. The Registrant continues to own and operate one
other investment property.
In accordance with the Amended and Restated Certificate and Agreement of Limited
Partnership of the Registrant, the Registrant's managing general partner is
evaluating the cash requirements of the Registrant to determine whether any
portion of the net sale proceeds will be distributed to the Registrant's
partners. It is expected the net sale proceeds will be used to repay the balance
of outstanding loans to the managing general partner and any remaining portion
will be retained for Partnership expenses and redevelopment costs at the
remaining investment property.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma balance sheet and statements of operations
reflect the operations of the Registrant as if Williamsburg 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 BALANCE SHEET
(in thousands)
September 30, 2005
All other assets $ 435
Investment property, net 6,839
Total Assets $ 7,274
All other liabilities $ 3,434
Mortgage note payable 6,410
Partners' deficit (2,570)
Total Liabilities and Deficit $ 7,274
PRO FORMA STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Year Ended Nine Months Ended
December 31, 2004 September 30, 2005
Total revenues $ 1,560 $ 1,207
Total expenses 2,021 1,642
Net loss $ (461) $ (435)
Net loss per limited partnership unit $ (10.16) $ (9.60)
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.
NATIONAL PROPERTY INVESTORS 8
By: NPI EQUITY INVESTMENTS, INC.
Managing General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: December 6, 2005