-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EN9IzepxEkS9l3nRgriEBxUSUeIdp+pcmpJ8JZQL6F7kSWnFxErezCy8jwCyOqk5 IPESRNEKT2w7ZGYvP+c3jQ== 0000711642-08-000488.txt : 20081006 0000711642-08-000488.hdr.sgml : 20081006 20081006151640 ACCESSION NUMBER: 0000711642-08-000488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080930 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081006 DATE AS OF CHANGE: 20081006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL PROPERTIES IV CENTRAL INDEX KEY: 0000355804 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942768742 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11002 FILM NUMBER: 081109349 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FL CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FL CITY: DENVER STATE: CO ZIP: 80222 8-K 1 ccp4riversedgesept30_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) September 30, 2008

 

                   CONSOLIDATED CAPITAL PROPERTIES IV, LP

           (Exact name of Registrant as specified in its charter)

 

Delaware

0-11002

94-2768742

(State or other jurisdiction

(Commission

(I.R.S. Employer

Of incorporation or

File Number)

Identification Number)

Organization)

 

 

 

                               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 2.01   Completion of Acquisition or Disposition of Assets.

 

Consolidated Capital Properties IV, LP, a Delaware limited partnership (the “Registrant”), owns a 99% interest in ConCap River’s Edge Associates, Ltd., a Texas limited partnership (the “Partnership”).  The Partnership owned River’s Edge Apartments (“River’s Edge”), a 120-unit apartment complex located in Auburn, Washington.  On September 30, 2008, the Partnership sold River’s Edge to a third party, Hamilton Zanze and Company, a California corporation (the “Purchaser”).  The total sales price for River’s Edge was $9,850,000.   The Registrant continues to own and operate four other investment properties. 

     

In accordance with the terms of the Registrant’s partnership agreement, the Registrant’s general partner is currently evaluating the cash requirements of the Registrant to determine what portion of the sale proceeds will be available to distribute to the Registrant’s limited partners. 

 

Item 9.01   Financial Statements and Exhibits

 

(b)   Pro forma financial information.

 

The following unaudited pro forma balance sheet and statements of operations reflect the operations of the Registrant as if River’s Edge had been sold on January 1, 2007.  The following also excludes the operations of both Citadel Village and Village East, which were previously sold (as reported on June 26, 2008) and the operations of Foothill Place, which was previously sold (as reported on June 6, 2008).

 

The pro forma financial statements do not project the Registrant’s results of operations at any future date or for any future period. This pro forma information should be read in conjunction with the Registrant’s 2008 Quarterly Report on Form 10-Q for the period ended June 30, 2008, and the Registrant’s 2007 Annual Report on Form 10-KSB.

 

PRO FORMA BALANCE SHEET

(in thousands)

 

June 30, 2008

 

 

All other assets

       $  5,018

Investment properties, net

         54,731

    Total Assets

       $ 59,749

 

 

All other liabilities

       $  6,118

Mortgage notes payable

         46,605

Partners’ capital

          7,026

    Total Liabilities and Partners’ Capital

       $ 59,749

 

 

 

 

 

 

 

 

 

 

 

 


PRO FORMA STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

 

 

Six Months Ended

 Year Ended

 

 

June 30, 2008

December 31, 2007

 

 

 

Total revenues

        $6,528

        $13,939

Total expenses

         6,825

         13,209

Net (loss) income

        $ (297)

        $   730

 

Net (loss) income per limited partnership unit

        $(0.83)

        $  2.04

 

 

 

(d)   Exhibits.

 

 

10.142      First Amendment to Purchase and Sale Contract between ConCap River’s Edge Associates, Ltd., a Texas limited partnership, and Hamilton Zanze and Company, a California corporation, dated September 15, 2008.

 

10.143      Second Amendment to Purchase and Sale Contract between ConCap River’s Edge Associates, Ltd., a Texas limited partnership, and Hamilton Zanze and Company, a California corporation, dated September 25, 2008.

 

10.144      Third Amendment to Purchase and Sale Contract between ConCap River’s Edge Associates, Ltd., a Texas limited partnership, and Hamilton Zanze and Company, a California corporation, dated September 26, 2008.

 

 

 

 


 

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.

 

 

 

CONSOLIDATED CAPITAL PROPERTIES IV, LP

 

 

By:   ConCap Equities, Inc.

General Partner

 

By:   /s/Stephen B. Waters

Stephen B. Waters

Vice President

 

 

Date: October 6, 2008

EX-10.142 2 firstamendment_ex10z142.htm EX 10.142 River's Edge - First Amendment to Contract

Exhibit 10.142

 

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

            This First Amendment to Purchase and Sale Contract (this “Amendment”) is made as of September 15, 2008, between CONCAP RIVER’S EDGE ASSOCIATES, LTD. (“Seller”) and HAMILTON ZANZE & COMPANY(“Purchaser”).

W I T N E S S E T H:

            WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of August 18, 2008, with respect to the sale of certain property described therein (the “Agreement”); and

            WHEREAS, Seller and Purchaser desire to amend certain provisions of the Agreement.

            NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.      Capitalized Terms.     Capitalized terms used in this Amendment shall have the meanings given to them in the Agreement, except as expressly otherwise defined herein.

2.      Feasibility Period.      The Feasibility Period, set forth in Section 3.1 of the Agreement, is hereby extended to September 25, 2008.

3.      Right to Terminate.   Purchaser’s right to terminate under Section 3.2 of the Agreement shall be strictly limited to the following matters: (i) title or survey matters are unsatisfactory to Purchaser, (ii) Purchaser is unable to obtain financing in connection with the purchase of the Property and (iii) the results of a mold inspection on the roof fascia of the Property are unsatisfactory to Purchaser (collectively, the foregoing (i), (ii) and (iii) referred to herein as the “Termination Events”).  Purchaser hereby acknowledges and agrees that, except for the Termination Events, Purchaser's right to terminate under Section 3.2 of the Agreement for any of the matters in Section 3.1 of the Agreement (including, without limitation, any matters pertaining to the financial, physical or environmental condition of the Property) shall be permanently waived.

4.      Personal Property.     Purchaser agrees to indemnity, hold harmless, and, if requested in the sole and absolute discretion of Seller, defend (with counsel approved by Seller) Seller from and against all Losses relating to any sales, use or similar tax which becomes payable by reason of the transfer of the Fixtures and Tangible Personal Property.  The terms and provisions of this Section shall survive the Closing.

5.      Miscellaneous.           This Amendment (a)  supersedes all prior oral or written communications and agreement between or among the parties with respect to the subject matter hereof, and (b) may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument and may be delivered by facsimile transmission, and any such facsimile transmitted Amendment shall have the same force and effect, and be as binding, as if original signatures had been delivered.  As modified hereby, all the terms of the Agreement are hereby ratified and confirmed and shall continue in full force and effect.

[Signature Page to Follow]


            IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.

 

Seller:

 

                                                                        CONCAP RIVER'S EDGE ASSOCIATES, LTD.,
                                                                        a Texas limited partnership
                                                                                   
                                                                        By:    CONCAP CCP/IV RIVER'S EDGE PROPERTIES,

                                                                                 INC., a Texas corporation,

                                                                                 its general partner

 

                                                                                 By:   /s/Brian J. Bornhorst
                                                                                 Name:  Brian J. Bornhorst
                                                                                 Title:  Vice President

                       

 

 

Purchaser:

 

                                                                        HAMILTON ZANZE & COMPANY,

                                                                        a California corporation

 

                                                                        By:  /s/Kurt Houtkooper

                                                                        Name:  Kurt Houtkooper

Title:  CIO

EX-10.143 3 secondamendment_ex10z143.htm EX 10.143 River's Edge - Second Amendment to Contract

Exhibit 10.143

 

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

            This Second Amendment to Purchase and Sale Contract (this “Amendment”) is made as of September 25, 2008, between CONCAP RIVER’S EDGE ASSOCIATES, LTD. (“Seller”) and HAMILTON ZANZE & COMPANY(“Purchaser”).

W I T N E S S E T H:

            WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of August 18, 2008, with respect to the sale of certain property described therein (as amended by a First Amendment to Purchase and Sale Contract dated September 15, 2008, the “Agreement”); and

            WHEREAS, Seller and Purchaser desire to amend certain provisions of the Agreement.

            NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.      Capitalized Terms.     Capitalized terms used in this Amendment shall have the meanings given to them in the Agreement, except as expressly otherwise defined herein.

2.      Credit to Purchaser.  At the Closing, Purchaser shall receive a credit against the Purchase Price in the amount of $105,000.00 in connection with certain capital improvements and repairs to the Property.

3.      Feasibility Period.      The Feasibility Period, set forth in Section 3.1 of the Agreement, is hereby extended to September 26, 2008.

4.      Right to Terminate.  Purchaser’s right to terminate under Section 3.2 of the Agreement shall be strictly limited to Purchaser’s ability to obtain financing in connection with the purchase of the Property (the “Termination Event”).  Purchaser hereby acknowledges and agrees that, except for the Termination Event, Purchaser's right to terminate under Section 3.2 of the Agreement for any of the matters in Section 3.1 of the Agreement (including, without limitation, any matters pertaining to title, survey, or the financial, physical or environmental condition of the Property) shall be permanently waived.

5.      Miscellaneous.           This Amendment (a)  supersedes all prior oral or written communications and agreement between or among the parties with respect to the subject matter hereof, and (b) may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument and may be delivered by facsimile transmission, and any such facsimile transmitted Amendment shall have the same force and effect, and be as binding, as if original signatures had been delivered.  As modified hereby, all the terms of the Agreement are hereby ratified and confirmed and shall continue in full force and effect.

[Signature Page to Follow]


            IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.

 

Seller:

 

                                                                        CONCAP RIVER'S EDGE ASSOCIATES, LTD.,
                                                                        a Texas limited partnership
                                                                                   
                                                                        By:    CONCAP CCP/IV RIVER'S EDGE
                                                                                 PROPERTIES, INC., a Texas corporation,
                                                                                   its general partner

 

                                                                                   By:  /s/Brian J. Bornhorst
                                                                                   Name:  Brian J. Bornhorst
                                                                                   Title:  Vice President

                       

 

 

Purchaser:

 

                                                                        HAMILTON ZANZE & COMPANY,

                                                                        a California corporation

 

                                                                        By:  /s/Mark Hamilton

                                                                        Name:  Mark Hamilton

Title:  CEO

EX-10.144 4 thirdamendment_ex10z144.htm EX 10.144 River's Edge- Third Amendment to Contract

Exhibit 10.144

 

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

            This Third Amendment to Purchase and Sale Contract (this “Amendment”) is made as of September 26, 2008, between CONCAP RIVER’S EDGE ASSOCIATES, LTD. (“Seller”) and HAMILTON ZANZE & COMPANY(“Purchaser”).

W I T N E S S E T H:

            WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of August 18, 2008, with respect to the sale of certain property described therein (as amended, the “Agreement”); and

            WHEREAS, Seller and Purchaser desire to amend certain provisions of the Agreement.

            NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.      Capitalized Terms.     Capitalized terms used in this Amendment shall have the meanings given to them in the Agreement, except as expressly otherwise defined herein.

2.      Feasibility Period.      The Feasibility Period, set forth in Section 3.1 of the Agreement, is hereby extended to September 29, 2008.

3.      Miscellaneous.           This Amendment (a)  supersedes all prior oral or written communications and agreement between or among the parties with respect to the subject matter hereof, and (b) may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument and may be delivered by facsimile transmission, and any such facsimile transmitted Amendment shall have the same force and effect, and be as binding, as if original signatures had been delivered.  As modified hereby, all the terms of the Agreement are hereby ratified and confirmed and shall continue in full force and effect.

[Signature Page to Follow]


            IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.

 

Seller:

 

                                                                        CONCAP RIVER'S EDGE ASSOCIATES, LTD.,
                                                                        a Texas limited partnership
                                                                                   
                                                                        By:    CONCAP CCP/IV RIVER'S EDGE PROPERTIES,
                                                                                 INC., a Texas corporation,
                                                                                 its general partner

 

                                                                                 By:  /s/Brian J. Bornhorst
                                                                                 Name:  Brian J. Bornhorst
                                                                                 Title:  Vice President

                       

 

 

Purchaser:

 

                                                                        HAMILTON ZANZE & COMPANY,

                                                                        a California corporation

 

                                                                        By:  /s/Kurt Houtkooper

                                                                        Name:  Kurt Houtkooper

Title:  CIO

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