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EX-10.4 - EXHIBIT 10.4 - REAL ESTATE ASSOCIATES LTD VIreal6_ex10z4.htm

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) April 28, 2010

 

REAL ESTATE ASSOCIATES LIMITED VI

(Exact name of Registrant as specified in its charter)

 

 

California

0-13112 

95-3778627

(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

(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 1.01  Entry into a Material Definitive Agreement

 

Real Estate Associates Limited VI, a California limited partnership (the “Registrant“), owns a 95% limited partnership interest in Kentucky Manor Apartments, Ltd., a Kentucky limited partnership (“Kentucky Manor”).  Kentucky Manor owns a 48-unit apartment complex located in Oak Grove, Kentucky.  On April 28, 2010, the Registrant entered into an Assignment and Assumption Agreement (the “Agreement”) with the general partner of Kentucky Manor, David Brainard, and his affiliate, Brainard Property Management, LLC, a Kentucky limited liability company, relating to the assignment of the limited partnership interest held by the Registrant in Kentucky Manor for a total price of $400,000. The transaction is expected to close no later than March 31, 2011. The Registrant’s investment balance in Kentucky Manor was zero at December 31, 2009.

 

The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.4 to this report.

 

 

Item 9.01   Financial Statements and Exhibits

 

(d)   Exhibits

 

10.4                    Assignment and Assumption Agreement by and between Real Estate Associates Limited VI, a California limited partnership, Brainard Property Management, LLC, a Kentucky limited liability company, and David Brainard, an individual, dated April 20, 2010.

 

 

The agreement included as an exhibit to this Form 8-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

·         should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

·         have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

·         may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

 

·         were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov. 

 

 

 

 

 

 

 

 


 

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.

 

 

 

 

REAL ESTATE ASSOCIATES LIMITED VI

 

 

 

By:   National Partnership Investments Corp.

 

      Corporate General Partner

 

 

By:   /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

 

 

Date: May 4, 2010