0000711642-11-000168.txt : 20110630 0000711642-11-000168.hdr.sgml : 20110630 20110630150355 ACCESSION NUMBER: 0000711642-11-000168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110627 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110630 DATE AS OF CHANGE: 20110630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PROPERTY INVESTORS 5 CENTRAL INDEX KEY: 0000355637 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 222385051 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11095 FILM NUMBER: 11941888 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 8-K 1 npi5willowpark_8k.htm 8K UNITED STATES

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) June 27, 2011

 

NATIONAL PROPERTY INVESTORS 5

(Exact name of Registrant as specified in its charter)

 

California

0-11095

22-2385051

(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.

 

National Property Investors 5, a California limited Partnership (the “Registrant”), owns Willow Park on Lake Adelaide Apartments (“Willow Park”), a 185-unit apartment complex located in Altamonte Springs, Florida. As previously disclosed, on May 26, 2011, the Registrant entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, BHE Acquisitions, L.L.C., an Iowa limited liability company (the “Purchaser”), to sell Willow Park to the Purchaser for a total sales price of $8,950,000. 

 

On June 27, 2011, the Registrant and Purchaser entered into a First Amendment of Purchase and Sale Contract (the “First Amendment”), pursuant to which the expiration of the feasibility period was extended to June 30, 2011.

 

This summary of the terms and conditions of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as an exhibit.

 

Item 9.01   Financial Statements and Exhibits

 

(d) Exhibits

 

10.35       First Amendment of Purchase and Sale Contract between National Property Investors 5, a California limited partnership, and BHE Acquisitions, L.L.C., an Iowa limited liability company, dated June 27, 2011.

 

 

 


 EX-10.35 2 npi5willowpark_ex10z35.htm EXHIBIT 10.35

Exhibit 10.35

 

FIRST AMENDMENT OF Purchase and Sale CONTRACT

 

THIS FIRST AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 27th day of June, 2011 (“Effective Date”), by and betweenNATIONAL PROPERTY INVESTORS 5, a California limited partnership, having an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and BHE ACQUISITIONS, L.L.C., an Iowa limited liability company, having a principal address at 400 Locust Street, Suite 790, Des Moines, Iowa 50309 (“Purchaser”).

RECITALS

A.        Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of May 26, 2011 (the “Contract”), regarding real property located in Altamonte Springs, Florida and more particularly described in the Contract.

B.         Seller and Purchaser desire to amend the Contract subject to the terms and conditions described below.

C.        All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

agreements

1.                  Incorporation of Recitals.  The foregoing recitals are true and correct and are incorporated herein by reference.

2.                  Extension of Feasibility Period.  Anything contained in Section 3.1 of the Contract to the contrary notwithstanding, the Feasibility Period shall expire on June 30, 2011.

3.                  No Further Modification.  Except as modified by this Amendment, the Contract remains unmodified.  The terms and provisions of the Contract as amended by this Amendment remain in full force and effect and are hereby ratified and confirmed.

4.                  Counterparts.  This Amendment may be executed in multiple counterparts, and all such counterparts together shall be construed as one document.

5.                  Telecopied/Electronic Mail Signatures.  A counterpart of this Amendment signed by one party to this Amendment and telecopied or sent by electronic mail to another party to this Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this Amendment.

 [Remainder of page intentionally left blank; signatures to follow]

 

 

IN WITNESS WHEREOF, Seller and Purchaser have entered into this First Amendment as of the date first above stated.

 

SELLER:

 

NATIONAL PROPERTY INVESTORS 5,

      a California limited partnership

 

      By: NPI EQUITY INVESTMENTS, INC.,

             a Florida corporation,

             its general partner

 

 

 

By: /s/Trent A. Johnson

Name:  Trent A. Johnson

Title:  Vice President

 

PURCHASER:

 

BHE ACQUISITIONS, L.L.C.,

an Iowa limited liability company

 

By:  /s/Nicholas H. Roby

Name:  Nicholas H. Roby

Title:  Vice President