-----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, S7dY6yliGiXT00c4t9X17/MpQSzJ5Cf9k4CAmScPm0tLQcq3vXw++JmU5DIu4WvE OaPCGPqNaTPCr3yTvzDfKw== 0000711642-11-000043.txt : 20110202 0000711642-11-000043.hdr.sgml : 20110202 20110202140749 ACCESSION NUMBER: 0000711642-11-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110128 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110202 DATE AS OF CHANGE: 20110202 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: 11566013 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 ccp4arbours_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) January 28, 2011

 

                   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 100% interest in CCP IV Arbours of Hermitage, LLC, a Delaware limited liability company (the “Company”).  The Company owns The Arbours of Hermitage Apartments (“Arbours of Hermitage”), a 350-unit apartment complex located in Hermitage, Tennessee. As previously disclosed, on December 8, 2010 (the “Effective Date”), the Company entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Core Real Estate Services LLC, a Michigan limited liability company (the “Purchaser”), to sell Arbours of Hermitage for a total sales price of $17,000,000.

 

As previously disclosed, on January 11, 2011, the Purchaser delivered written notice of its election to terminate the Purchase Agreement. Pursuant to its terms, the Purchase Agreement was terminated.

 

On January 28, 2011, the Company and the Purchaser entered into a Reinstatement of and Amendment to Purchase and Sale Contract (the “Reinstatement”), pursuant to which the termination of the Purchase Agreement was rescinded, the Purchase Agreement was reinstated, the feasibility period was extended from January 24, 2011 to March 15, 2011 and the closing date was extended from February 22, 2011 to March 30, 2011.

 

In addition, the Company agreed to obtain bids for required repair work to the back pool at Arbours of Hermitage and deliver to the Purchaser the proposed bid that the Company intends to accept, together with the related contract for the work (the "Pool Contract") promptly after receipt by the Company. The Purchaser will have the opportunity to review and comment on the Pool Contract, which comments must be received by the Company within 5 days after the Purchaser receives a copy of the Pool Contract. The Company will review the Purchaser’s comments to the Pool Contract and has the right to enter into (or decline to enter into) the Pool Contract. If the Company does not enter into the Pool Contract, then at closing, the Purchaser will receive a credit against the Purchase Price in the amount of $250,000 as full consideration for the work necessary to correct the existing condition of the back pool at Arbours of Hermitage.  If, prior to closing and after the review contemplated herein, the Company enters into the Pool Contract, then (i) the Company will assign and the Purchaser will assume the Pool Contract and (ii) the Purchaser will receive a credit against the purchase price in the amount equal to the sum of (x) the full amount due under the Pool Contract less the amount paid by the Company prior to the closing under the Pool Contract plus (y) if full amount due under the Pool Contract is less than $250,000, then the difference between $250,000 and the amount of the Pool Contract. 

 

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

 

 

Item 9.01   Financial Statements and Exhibits

 

(d)   Exhibits

 

10.159      Reinstatement of and Amendment to Purchase and Sale Contract between CCP IV Arbours of Hermitage, LLC, a Delaware limited liability company, and Core Real Estate Services LLC, a Michigan limited liability company, dated January 28, 2011.

 


 

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

Senior Director of Partnership Accounting

 

 

Date: February 2, 2011

EX-10.159 2 ccp4arbours_ex10z159.htm EXHIBIT 10.159 Reinstatement and Amendment of Contract (Arbours)

Exhibit 10.159

 

REINSTATEMENT OF AND AMENDMENT
TO PURCHASE AND SALE CONTRACT

            Reinstatement of and Amendment to Purchase and Sale Contract (the “Amendment”) is made as of January 28, 2011, between CCIP IV ARBOURS OF HERMITAGE, LLC, a Delaware limited liability company, with an address c/o AIMCO Properties, L.P., 4582 South Ulster Street Parkway, Suite 1100, Denver, CO 80237 (“Seller”) and CORE REAL ESTATE SERVICES LLC, a Michigan limited liability company, with an address at 191 North Old Woodward Avenue, Suite 100, Birmingham, Michigan 48009  (“Purchaser”).

W I T N E S S E T H:

            WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract dated as of December 8, 2010 (the “Agreement”) with respect to the sale of certain property known as The Arbours of Hermitage Apartments located in Hermitage, Tennessee, as described in the Agreement;

            WHEREAS, pursuant to Section 3.2 of the Agreement, Purchaser had a right to terminate the Agreement by written notice given to Seller on or prior to January 24, 2011;

            WHEREAS, Purchaser exercised such termination right pursuant to that certain email dated January 19, 2011 from Purchaser to Seller and Escrow Agent (the “Termination Notice”); and

            WHEREAS, Seller and Purchaser desire to (i) rescind the Termination Notice, (ii) reinstate the Agreement in its entirety and (iii) amend the Agreement on the terms set forth herein.

            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.      Reinstatement.           Purchaser hereby rescinds the Termination Notice.  Seller and Purchaser hereby agree that (i) the Termination Notice is null and void and (ii) the Agreement is hereby reinstated in its entirety, as amended herein, and is hereby ratified and affirmed in all respects, as if the Termination Notice had never been given by Purchaser.  All of the terms of the Agreement are hereby incorporated by reference as though originally set forth herein.

3.      Feasibility Period.      The Feasibility Period is hereby extended to March 15, 2011.

4.      Closing Date.             Section 5.1.1 of the Agreement shall be deleted and replaced as follows:  “The Closing shall occur on March 30, 2011 (the "Closing Date") through an escrow with Escrow Agent, whereby Seller, Purchaser, and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.”

5.      Payment for existing pool condition.   The parties acknowledge that certain repair work may need to be performed with respect to the back pool at the Property.  Seller shall obtain bids for the repair work to the back pool (i.e., for repair work of a capital expenditure nature that permanently fixes the pool, as opposed to only resealing, painting and/or caulking) and shall deliver to Purchaser the proposed bid that Seller intends to accept, together with the related contract for the work (the "Pool Contract") promptly after receipt by Seller.  Purchaser shall have the opportunity to review and comment on the Pool Contract, which comments must be received by Seller within five (5) days after Purchaser receives a copy of the Pool Contract.  Seller shall review Purchaser’s comments to the Pool Contract.  Seller shall, however, have the right to enter into (or decline to enter into) the Pool Contract.   If Seller does not enter into the Pool Contract, then at Closing Purchaser shall receive a credit against the Purchase Price in the amount of $250,000 as full consideration for the work necessary to correct the existing condition of the back pool at the Property.  If, prior to Closing and after the review contemplated herein, Seller has entered into the Pool Contract, then (i) Seller shall assign and Purchaser shall assume the Pool Contract and (ii) Purchaser shall receive a credit against the Purchase Price in the amount equal to the sum of (x) the full amount due under the Pool Contract less the amount paid by Seller prior to the Closing under the Pool Contract plus (y) if full amount due under the Pool Contract is less than $250,000, then the difference between $250,000 and the amount of the Pool Contract.  Purchaser agrees that the credits described in this Paragraph 5 shall constitute full payment, satisfaction, discharge and release of and from all matters relating to the Property (including the back pool) and the condition thereof; however, this is not meant as a release of any claims related to or arising under defects in the chain of title or other claims and interests of record, or otherwise, for which Purchaser may have title insurance coverage.

6.      Closing Condition.  The following is hereby added as Section 8.1.5 of the Contract:

“8.1.5               If Seller has entered into a Pool Contract, then the required building permit for the work to the back pool shall have been delivered to Purchaser.”

7.      Miscellaneous.           This Amendment (a) supersedes all prior oral or written communications and agreements 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 Follows]


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

 

Seller:

 

CCP IV ARBOURS OF HERMITAGE, LLC, a Delaware limited liability company

 

By: CCP IV ASSOCIATES, LTD., a Texas limited partnership, its member

 

By: CCP/IV RESIDENTIAL GP, L.L.C., a South Carolina limited liability company, its general partner

 

By: CONSOLIDATED CAPITAL PROPERTIES IV, LP, a Delaware limited partnership, its manager

 

By: CONCAP EQUITIES, INC., a Delaware corporation, its general partner

 

By:  /s/John Spiegleman

Name:  John Spiegleman

Title:  Senior Vice President

 

Purchaser:

CORE REAL ESTATE SERVICES LLC, a Michigan limited liability company

 

By:  /s/Martin Seltzer
Name:  Martin Seltzer
Title:  Managing Member

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