UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 25, 2004
(October 19, 2004)
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NATIONAL PROPERTY INVESTORS 5
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
0-11095 22-2385051
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(Commission File Number) (IRS Employer Identification No.)
55 Beattie Place, Post Office Box 1089 Greenville, South Carolina 29602
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(Address of Principal Executive Offices) (Zip Code)
(864) 239-1000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] 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 8.01 OTHER EVENTS
On September 16, 2004, the Registrant began soliciting the consent of
its limited partners to an amendment (the "Amendment") to the Limited
Partnership Agreement of the Registrant to extend the term of the Registrant
from December 31, 2005 to December 31, 2024. The consent of limited partners who
own more than 50% of all outstanding limited partnership units in the Registrant
("units") was required to approve the Amendment.
At midnight, New York City time, on October 15, 2004, the consent
solicitation expired pursuant to its terms. Limited partners owning a majority
of the units consented to the Amendment.
On October 19, 2004, the general partner of the Registrant executed the
Amendment, which is attached as Exhibit 3.4(d), as the general partner and on
behalf of the limited partners and made the requisite filings with the Secretary
of State of California.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
3.4(d) Amendment to Partnership Agreement and Amended and Restated
Certificate of Limited Partnership, dated October 19, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities and 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 5
By: NPI EQUITY INVESTMENTS, INC.,
a Florida corporation, its sole general
partner
By: /s/ Martha L. Long
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Martha L. Long
Senior Vice President
Date: October 25, 2004
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