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)
SEPTEMBER 26, 2005
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 000-14569 04-2848939
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
55 BEATTIE PLACE, P.O. BOX 1089
GREENVILLE, SOUTH CAROLINA 29602
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code
(864) 239-1000
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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:
[ ] 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 7.01. REGULATION FD DISCLOSURE.
On September 26, 2005, in response to a tender offer, the Partnership
issued a response letter attached as Exhibit 99.1.
The response letter furnished as Exhibit 99.1 contains "forward-looking
statements" as defined in the federal securities laws, regarding Springhill Lake
Investor's beliefs, anticipations, expectations or predictions for the future.
These forward-looking statements involve a number of risks and uncertainties.
Among the important factors that could cause actual results to differ materially
from those indicated in such forward-looking statements are those described in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Springhill Lake Investor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005 and subsequent filings with the Securities and
Exchange Commission. Springhill Lake Investors undertakes no obligation to
update or revise publicly any forward-looking statements, whether as a result of
new information, future events or otherwise.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1 Tender Offer Response Letter, dated September 26, 2005.
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SIGNATURES
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.
SPRINGHILL LAKE INVESTORS
LIMITED PARTNERSHIP
By: AIMCO/Springhill Lake Investors GP, LLC
Managing General Partner
By: /s/ Martha L. Long
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Martha L. Long
Senior Vice President
Date: September 26, 2005
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EXHIBITS INDEX
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EXHIBIT NO. DESCRIPTION
99.1 Tender Offer Response Letter, dated September 26, 2005
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