REAL ESTATE ASSOCIATES LTD IV - FORM 8-K - October 26, 2012

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EX-10.4 - EXHIBIT 10.4 - REAL ESTATE ASSOCIATES LTD IVreal4terrace_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) October 22, 2012

 

REAL ESTATE ASSOCIATES LIMITED IV

 (Exact name of Registrant as specified in its charter)

 

 

California

0-12439 

95-3718731

(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 IV, a California limited partnership (the “Registrant”), owns a 99.00% limited partnership interest in The Branford Group Limited Partnership (“Branford”), a Connecticut limited partnership. Branford owns a 44-unit apartment complex located in Branford, Connecticut. On October 22, 2012, the Registrant entered into an Assignment and Assumption Agreement (the “Agreement”) with W. Matthew Harp and John D. Prete, collectively the operating general partner of Branford, and Terrace House, LLC, a Connecticut limited liability company (the “Assignee”), relating to the assignment of the limited partnership interest held by the Registrant in Branford for a total price of $1,530,000. The transaction is expected to close in November 2012. The Registrant’s investment balance in Branford was zero at June 30, 2012.

 

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 IV, a California limited partnership, Terrace House, LLC, a Connecticut limited liability company, W. Matthew Harp and John D. Prete, dated October 22, 2012.

 

The agreement included as an exhibit to this Form 8-K contains 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;

 

 

 

 

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. 

 

REAL ESTATE ASSOCIATES LTD IV Reports

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