Attached files
| file | filename |
|---|---|
| EX-10.4 - EXHIBIT 10.4 - REAL ESTATE ASSOCIATES LTD VII | real7oakview_ex104.htm |
| EX-10.3 - EXHIBIT 10.3 - REAL ESTATE ASSOCIATES LTD VII | real7arkansas_ex103.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) March 27, 2012
REAL ESTATE ASSOCIATES LIMITED VII
(Exact name of registrant as specified in its charter)
| California | 0-13810 | 95-3290316 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification Number) |
80 International Drive
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 VII, a California limited partnership (the “Registrant”), owns a 99% limited partnership interest in Arkansas City Apartments, Limited Partnership, an Arkansas limited partnership (“Arkansas City”). Arkansas City owns a 16-unit apartment complex located in Arkansas City, Arkansas. The Registrant entered into a Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership (the “Arkansas City Agreement”), which was effective March 27, 2012 with David B. Gibson III, and O.L. Puryear and Sons Construction Co. Inc., an Arkansas Corporation, collectively, the general partners of Arkansas City, and Southland Properties, Inc., an Arkansas corporation, (the “Assignee”) relating to the transfer of the limited partnership interest held by the Registrant in Arkansas City for a total price of $1,500. The Registrant’s investment balance in Arkansas City was zero at September 30, 2011.
The Registrant also owns a 99% limited partnership interest in Oakview Apartments, Limited Partnership, an Arkansas limited partnership (“Oakview”). Oakview owns a 32-unit apartment complex located in Monticello, Arkansas. The Registrant entered into a Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership (the “Oakview Agreement”), which was effective March 27, 2012 with David B. Gibson III, O.L. Puryear and Sons Construction Co. Inc., an Arkansas Corporation, and Professional Counseling Service, Inc., a Tennessee Corporation, collectively the general partners of Oakview, and the Assignee, relating to the transfer of the limited partnership interest held by the Registrant in Oakview for a total price of $1,500. The Registrant’s investment balance in Oakview was zero at September 30, 2011.
The foregoing description is qualified in its entirety by reference to the Arkansas City and Oakview Agreements, copies of which are filed as Exhibits 10.3 and 10.4 to this report.
Item 2.01 Completion of Acquisition or Disposition of Assets
Pursuant to the terms of the Arkansas City and Oakview Agreements, on March 27, 2012, the Registrant assigned its limited partnership interests in Arkansas City and Oakview to the Assignee effective as of March 27, 2012 and received net proceeds of $3,000.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.3 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership by and between Real Estate Associates VII, a California limited partnership, David B. Gibson III, O.L. Puryear and Sons Construction Co. Inc., an Arkansas Corporation, and Southland Properties, Inc., an Arkansas Corporation, dated January 1, 2012.
10.4 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership by and between Real Estate Associates VII, a California limited partnership, David B. Gibson III, O.L. Puryear and Sons Construction Co. Inc., an Arkansas Corporation, Professional Counseling Service, Inc., a Tennessee Corporation, and Southland Properties, Inc., an Arkansas Corporation, dated January 1, 2012.
The agreements 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 VII
By: National Partnership Investments Corp.
Corporate General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: March 30, 2012