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EX-99.1 - LETTER - RANCON REALTY FUND IVd301027dex991.htm

 

 

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

February 17, 2012

Date of Report (Date of Earliest Event Reported)

 

 

Rancon Realty Fund IV,

A California Limited Partnership

(Exact name of registrant as specified in its charter)

 

 

California

(State or Other Jurisdiction of Incorporation)

 

0-14207   33-0016355

(Commission

File Number)

 

(IRS Employer

Identification No.)

400 South El Camino Real, Suite 1100, San Mateo, California 94402-1708

(Address of principal executive offices) (Zip Code)

(650) 343-9300

(Fund’s Telephone Number, Including Area Code)

 

 

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 February 17, 2012, Rancon Realty Fund IV, A California Limited Partnership (the “Partnership”) mailed a letter to custodians and pension plan trustees holding outstanding limited partnership units (“Units”) of the Partnership, and to the Partnership’s limited partners, providing an estimate by the General Partners of the Partnership of the value of an outstanding Unit of the Partnership as of January 1, 2012. The General Partners of the Partnership are Rancon Financial Corporation, a California corporation, and Daniel L. Stephenson. A copy of the letter mailed to the custodians, pension plan trustees, and limited partners is attached as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and is incorporated herein by reference.

As stated in the letter, no third-party appraisals were obtained in connection with the General Partners’ valuation of the Units, and the General Partners’ valuation and the methodology they employed to value the Units was not verified or reviewed by any third-party advisor, including the Partnership’s auditors. It should also be noted that ERISA plan fiduciaries and IRA custodians may use Unit valuations obtained from other sources, such as prices paid for the Partnership’s outstanding Units in secondary market trades, and that such estimated Unit valuations likely will be lower than that estimated by the General Partners as set forth in the attached letter.

Certain statements contained in this Current Report, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in particular, statements about future performance and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Readers are referred to the risk factors disclosed under Item 1A of Part I in the Partnership’s December 31, 2010 Annual Report on Form 10-K. Forward-looking statements are not intended to be a guaranty of the Partnership’s performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date that this Current Report is filed with the Securities and Exchange Commission. Neither the Partnership nor the General Partners make any representations or warranties (expressed or implied) about the accuracy of any such forward-looking statements. Actual results could differ materially from any forward-looking statements contained in this Current Report. This Current Report is neither an offer of nor a solicitation to purchase securities.

The information in this Current Report, including the attached letter, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

99.1    Letter to custodians, pension plan trustees, and limited partners of the Partnership from the General Partners, dated February 17, 2012.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

RANCON REATLY FUND IV,
A California Limited Partnership
By   Rancon Financial Corporation,
  The General Partner
By  

/s/ Daniel L. Stephenson

  Daniel L. Stephenson
  President
And  

/s/ Daniel L. Stephenson

  Daniel L. Stephenson
  General Partner

Date: February 17, 2012

 

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INDEX TO EXHIBITS

 

Exhibit

  

Description

99.1    Letter from Rancon Financial Corporation and Daniel L. Stephenson, General Partners of Rancon Realty Fund IV, A California Limited Partnership, dated February 17, 2012, to custodians, pension plan trustees, and limited partners of the Partnership.