Attached files
| file | filename |
|---|---|
| EX-10.8 - EXHIBIT 10.8 - REAL ESTATE ASSOCIATES LTD VII | real7aristocratmanor_ex10z8.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 29, 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”), holds a 99.9% general partner interest in Real Estate Associates IV (“REA IV”), which, in turn, holds a 99% limited partnership interest in Aristocrat Manor Ltd., an Arkansas limited partnership (“Aristocrat”). Aristocrat owns a 101-unit apartment complex located in Hot Springs, Arkansas. REA IV entered into a Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership (the “Agreement”), which was effective October 29, 2012, with Marshall Barclay Coffman, George S. Mackey and Coffman Holdings, LLC, an Arkansas limited liability company (the “Assignee”), relating to the transfer of the limited partnership interest held by REA IV in Aristocrat for a total price of $5,000 and the assumption by the Assignee of REA IV’s non-recourse note payable by the Assignee. The Registrant’s investment balance in Aristocrat 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 10.8 to this report.
Item 2.01 Completion of Acquisition or Disposition of Assets
Pursuant to the terms of the Agreement, on October 29, 2012, REA IV assigned its limited partnership interest in Aristocrat to the Assignee effective as of October 29, 2012 and received net proceeds of $5,000.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.8 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Aristocrat Manor, Ltd. by and between Real Estate Associates IV, a California general partnership, Marshall Barclay Coffman, George S. Mackey and Coffman Holdings, LLC, an Arkansas limited liability company, dated October 29, 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: November 1, 2012