REAL ESTATE ASSOCIATES LTD VI - FORM 8-K - August 25, 2011

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EX-10.9 - EXHIBIT 10.9 - REAL ESTATE ASSOCIATES LTD VIreal6valleyoaks_ex10z9.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) August 22, 2011

 

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 99% limited partnership interest in Valley Oaks Senior Housing Associates, a California limited partnership (“Valley Oaks”).  Valley Oaks owns a 50-unit apartment complex located in Gault, CA.  On August 22, 2011, the Registrant entered into a First Amendment to Agreement and Certificate of Limited Partnership (the “Agreement”) with Patrick R. Sabelhaus and Kristen Otto (the “Assignees”), collectively, the general partners of Valley Oaks, relating to the transfer of the limited partnership interest held by the Registrant in Valley Oaks for a total price of $50,000. The Registrant’s investment balance in Valley Oaks was zero at June 30, 2011.

 

The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.9 to this report.

 

 

Item 2.01  Completion of Acquisition or Disposition of Assets

 

Pursuant to the terms of the Agreement, on August 22, 2011, the Registrant transferred its limited partnership interest in Valley Oaks to the Assignee effective as of August 22, 2011 and received net proceeds of $50,000. The Registrant’s corporate general partner has evaluated the cash requirements of the Registrant and determined that the proceeds will be held in the Registrant’s reserves. 

 

 

Item 9.01   Financial Statements and Exhibits

 

(d)   Exhibits

 

10.9  First Amendment to Agreement and Certificate of Limited Partnership of Valley Oaks Senior Housing Associates by and between Real Estate Associates Limited VI, a California limited partnership, and Patrick R. Sabelhaus and Kristen Otto, dated August 22, 2011.

 

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. 

 

 

 

 

 

 

 

 

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