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)
------------------------------------------------
February 2, 2006 (February 2, 2006)
Housing Programs Limited
------------------------
(Exact name of registrant as specified in its charter)
California 000-13808 95-3906167
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
55 Beattie Place, Post Office Box 1089, Greenville, SC 29602
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (864) 239-1000
-----------------------------
- --------------------------------------------------------------------------------
(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 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 of this report is
incorporated herein by reference.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On February 2, 2006, the partners of Housing Programs Limited (the
"Partnership") entered into two amendments to the Restated Certificate and
Agreement of Limited Partnership (the "Partnership Agreement"). One amendment
eliminates the requirement that the cash proceeds from the sale of an individual
project or project interest must be at least as great as the tax liability to
the limited partners resulting from that sale. The other amendment modifies the
provision in the Partnership Agreement that requires limited partner approval
for a sale of all or substantially all assets so that a sale of a single project
(or a sale of project interests related to a single project) does not require
limited partner approval. The amendments to the Partnership Agreement are
included as Exhibits 3.1 and 3.2 respectively to this report and incorporated
herein by this reference.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed with this report:
Exhibit Number Description
-------------- -----------
3.1 Amendment, dated February 2, 2006, to Restated
Certificate and Agreement of Limited Partnership
3.2 Amendment, dated February 2, 2006, to Restated
Certificate and Agreement of Limited Partnership
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.
HOUSING PROGRAMS LIMITED
By: NATIONAL PARTNERSHIP INVESTMENTS CORP.,
as General Partner
By: /s/ Jeffrey H. Sussman
------------------------------------------
Name: Jeffrey H. Sussman
Title: Senior Vice President, General Counsel and
Secretary
Date: February 2, 2006