-----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, DSNEs22fWu8k4nTnghwVib0oXAGxMzeodiRFPa60Il61zBkiw92CagmCD0kujHTF xTKvMSsJqcqfFsO6lmVHWw== 0000711642-08-000615.txt : 20081219 0000711642-08-000615.hdr.sgml : 20081219 20081219141108 ACCESSION NUMBER: 0000711642-08-000615 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081216 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081219 DATE AS OF CHANGE: 20081219 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: 081260399 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 ccp4belmont_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) December 16, 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 1.01   Entry into a Material Definitive Agreement.

 

Consolidated Capital Properties IV, LP, a Delaware limited partnership (the “Registrant”), owns a 99% interest in Foothill Chimney Associates Limited Partnership, a Georgia limited partnership (the “Partnership”).  The Partnership owns Belmont Place Apartments (“Belmont Place”), a 326-unit apartment complex located in Marietta, Georgia.   As previously disclosed, on September 29, 2008, the Partnership and one other partnership (together the “Selling Partnerships”) that collectively own two apartment complexes containing an aggregate of 1,046 apartment units entered into an Agreement for Purchase and Sale and Joint Escrow Instructions (the “Purchase Agreement”) with third parties, JRK Property Holdings, Inc., a California corporation, and JRK Birchmont Advsiors, LLC, a Delaware limited liability company (collectively the “Purchaser”), to sell two apartment complexes (together the “Properties” and individually a “Property”) owned by the Selling Partnerships to the Purchaser for a total sales price of $75,200,000, $35,200,000 of which will be allocated to Belmont Place. Each of the Selling Partnerships is affiliated with AIMCO Properties, L.P., an affiliate of both the Partnership and the General Partner of the Registrant.

 

As previously disclosed, on October 21, 2008, the Selling Partnerships and the Purchaser entered into a Third Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions (the “Third Amendment”) pursuant to which the Purchase Agreement was modified to include a seller financing section with respect to the sale of Belmont Place.   In connection with the sale of Belmont Place, the Partnership has agreed that the Partnership or its affiliate will offer partial financing to the Purchaser related to its acquisition of Belmont Place (the “Seller Loan”).  The Seller Loan will be in an amount equal to $2,250,000.  Interest on the Seller Loan will be payable at a rate of 3.5% for the first three years and 4% each year thereafter until maturity.

 

On December 16, 2008, the Partnership and the Purchaser entered into a Fourth Amendment to Purchase and Sale Contract and Joint Escrow Instructions (the “Fourth Amendment”) pursuant to which the Purchase Agreement was modified to change the closing date, for Belmont Place only, from January 9, 2009 to December 31, 2008.

 

 

 

Item 9.01   Financial Statements and Exhibits

 

(d)   Exhibits

 

10.147      Fourth Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership, and affiliated Selling Partnership and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated December 16, 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: December 19, 2008

EX-10.147 2 ccp4dec19_ex10z147.htm EXHIBIT 10.147 _

Exhibit 10.147

 

FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT

 

 

THIS FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Fourth Amendment”) is made and entered into as of the 16th day of December, 2008, by and among FOOTHILL CHIMNEY ASSOCIATES LIMITED PARTNERSHIP, a Georgia limited partnership, and AMBASSADOR IV, L.P., a Delaware limited partnership, each having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (individually a “Seller” and collectively “Sellers”), and BELMONT PLACE APARTMENTS, LLC, a Delaware limited liability company, and LAUREL HILLS APARTMENTS, LLC, a Delaware limited liability company, each having a principal address at 11766 Wilshire Boulevard, Suite 1450, Los Angeles, California 90025 (individually a “Purchaser” and collectively as “Purchaser”).

RECITALS

 

A.        Sellers and JRK BIRCHMONT ADVISORS, LLC, a Delaware limited liability company, JRK PROPERTY HOLDINGS, INC., a California corporation (collectively, “JRK”) entered into that certain Agreement for Purchase and Sale and Joint Escrow Instructions, dated September 29, 2008(as amended, the “Agreement”) pertaining to the purchase and sale of those certain real properties located in Georgia more particularly described on Exhibits A-1 and A-2 attached to the Agreement (the “Properties”). 

B.         Pursuant to those certain two (2) separate Assignments and Assumptions of Agreement for Purchase and Sale and Joint Escrow Instructions dated October 12, 2008, JRK assigned its interests in the Agreement to the Purchasers.

C.        Sellers and Purchasers intend to further modify the Agreement in certain respects, as more particularly set forth hereinafter.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers and Purchaser hereby agree as follows:

1.                  Capitalized Terms.  All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Agreement. 

2.                  Amendment to Section 2.2.2 of the AgreementSection 2.2.2 of the Agreement, regarding the treatment of the Deposit and sale of the Properties, is hereby deleted in its entirety and replaced with the following:

“2.2.2   2009 Sale for Laurel Hills Preserve.  Notwithstanding anything in this Agreement to the contrary, Sellers and Purchaser agree to appropriately report for tax and accounting purposes the transaction described herein with respect to the Laurel Hills Preserve Property as a deposit in 2008 and a sale in 2009.”

3.                  Closing DateSection 6.2 of the Agreement, regarding the Closing, is hereby deleted in its entirety and replaced with the following:

“6.2.     Closing Date.  The Closing for the Belmont Place Property shall occur on December 31, 2008, and the Closing for the Laurel Hills Preserve Property shall occur on January 9, 2009 (each, a “Closing Date”), each through an escrow with Escrow Agent, whereby the Sellers, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.” 

4.                  Utility Pass-ThroughtsSection 6.5.6(c) of the Agreement, regarding the utility pass-throughts to Tenants, is hereby deleted in its entirety and replaced with the following:

“(c)      With respect to utility charges and other operating cost pass-throughs (“Utility Costs”), which are passed through and payable by Tenants under the Tenant Leases for a Property, there shall be no prorations or credits at Closing.  Any and all payments for the aforementioned items received by Purchaser after the Closing shall be retained by Purchaser regardless of when they were billed (or should have been billed) by the applicable Seller.  Any and all payments for Utility Costs received by Seller prior to the Closing, even for a period applicable subsequent to the Closing Date, shall be retained by the applicable Seller.  Seller shall have the right to continue to bill Tenants for Utility Costs through the Closing Date, but only in the ordinary course of such Seller’s business (provided that the Belmont Place Property Seller shall be entitled to submit bills for Utility Costs to Tenants monthly during the term hereof, including in December prior to Closing, and the Laurel Hills Property Seller shall be entitled to submit bills for Utility Costs to Tenants monthly during the term hereof, including in January prior to Closing).  After the Closing Date, each Seller’s right to collect such sums for Utility Costs (including those previously billed for but uncollected as of the Closing Date) shall cease, provided that Purchaser agrees to take reasonable actions to collect such Utility Costs sums and shall turn over the same to each Seller promptly after such collection.  In addition, upon the termination of a Tenant’s tenancy at a Property, Purchaser agrees to bill such Tenant for any outstanding Utility Costs incurred but not paid during the applicable Seller’s ownership of the Property (regardless of whether billed to such Tenant by the applicable Seller prior to Closing), as such bill will be provided by the applicable Seller to Purchaser.  Purchaser shall have no obligation to pursue collection of such bill, however in the event either Purchaser or the applicable Seller collect on such bill, the amount so collected shall be shared equally between Purchaser and such Seller.”

5.                  Counterparts.  This Fourth Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same Amendment.  It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart.

6.                  Ratification.  Except as expressly set forth in this Fourth Amendment, all other terms and conditions of the Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby.

7.                  Governing Law.  This Fourth Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.

[SIGNATURES BEGIN ON FOLLOWING PAGE]


NOW, THEREFORE, the parties hereto have executed this Fourth Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions as of the date first set forth above.

Sellers:

 

BELMONT PLACE APARTMENTS:

FOOTHILL CHIMNEY ASSOCIATES LIMITED PARTNERSHIP, a Georgia limited partnership

 

By:       CONCAP EQUITIES, INC., a Delaware corporation,

            its general partner

 

            By:  /s/Brian J. Bornhorst

            Name:  Brian J. Bornhorst

            Title:  Vice President

           

LAUREL HILLS PRESERVE APARTMENTS:

 

AMBASSADOR IV, L.P., a Delaware limited partnership

 

By:       AMBASSADOR IV, INC., a Delaware corporation,

            its general partner

 

            By:  /s/Brian J. Bornhorst

            Name:  Brian J. Bornhorst

            Title:  Vice President

 

[SIGNATURES CONTINUED ON NEXT PAGE]

 


Purchasers:

 

BELMONT PLACE APARTMENTS:

BELMONT PLACE APARTMENTS, LLC,

a Delaware limited liability company

 

By:     BJP III East Coast Properties, LLC,
a Delaware limited liability company,
its Managing Member

By:  /s/David S. Walker

Name:  David S. Walker

          Title:  President

LAUREL HILLS PRESERVE APARTMENTS:

 

LAUREL HILLS APARTMENTS, LLC,

a Delaware limited liability company

 

By:     BJP III East Coast Properties, LLC,
a Delaware limited liability company,
its Managing Member

By:  /s/David S. Walker

Name:  David S. Walker

Title:  President

 

 

JRK:

 

JRK PROPERTY HOLDINGS, INC.,
a California corporation

By:  /s/Jay Schulman
Name:  Jay Schulman
Title:  President

 

JRK BIRCHMONT ADVISORS LLC,
a Delaware limited liability company

 

By:   JRK Birchmont Capital Partners LLC,

        a California limited liability company,

        its Managing Member

 

By:   JRK Property Holdings, Inc.,
a California corporation, its Manager

By:  /s/Jay Schulman
Name:  Jay Schulman
Title:  President

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