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) July 11, 2011
(Exact name of Registrant as specified in its charter)
| California | 0-012438 | 95-3768810 |
| (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))
Real Estate Associates Limited V, a California limited partnership (the “Registrant”), owned a 99% limited partnership interest in Grandview Place Limited Partnership, a Montana limited partnership (“Grandview Place”). Grandview Place owns a 48-unit apartment complex located in Missoula, Montana. As previously disclosed, on February 18, 2011, the Registrant entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) with a third party, Randel Corporation, a Nevada corporation, (“Assignee”) whereby the Registrant agreed to assign its limited partnership interest in Grandview Place to Assignee or its nominee for $25,000.
On July 11, 2011, the Registrant received the $25,000 and effective July 11, 2011, the partnership agreement for Grandview Place was amended to reflect the completion of the assignment of the limited partnership interest. Grandview Place was the Registrant’s only remaining investment. The Registrant’s investment balance in Grandview Place was zero at both March 31, 2011 and December 31, 2010.
In accordance with the terms of the Registrant’s partnership agreement, the Registrant’s corporate general partner is currently evaluating the cash requirements of the Registrant to determine what portion of the proceeds and cash on hand will be available to distribute to the Registrant’s partners.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.3 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Grandview Place Limited Partnership by and between Real Estate Associates Limited V, a California limited partnership, Randel Corporation, a Nevada corporation; Dennis D. Curran, an individual, and GVP, Inc. a Montana corporation effective July 11, 2011.
The agreement included as an exhibit to this Form 8-K contains 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.
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 V
By: National Partnership Investments Corp.
Corporate General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: July 14, 2011
Exhibit 10.3
SECOND AMENDMENT TO AMENDED AND RESTATED
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
OF
GRANDVIEW PLACE LIMITED PARTNERSHIP
This Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership (the “Amendment”), effective as of July 11, 2011 (the “Effective Date”), is entered into by Dennis D. Curran (the “Operating General Partner”) and GVP, Inc., a Montana corporation (together with the Operating General Partner, each a “General Partner” and, collectively, the “General Partners”); Real Estate Associates Limited V, a California limited partnership (“the “Withdrawing Limited Partner”); and Randel Corporation, a Nevada corporation (the “Incoming Limited Partner”) (each of the foregoing is hereinafter sometimes referred to as a “Party” and any two or more, as the context requires, are hereinafter sometimes referred to as the “Parties”), with reference to the following facts:
A. Grandview Place Limited Partnership (the “Partnership”) was formed as a limited partnership under the laws of the State of Montana and is being governed pursuant to a Amended and Restated Agreement and Certificate of Limited Partnership, dated as of September 24, 1982, as amended by the First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership, dated as of __________, 1982 (collectively, the “Amended Partnership Agreement”).
B. Certain of the Parties have entered into an Assignment and Assumption Agreement, dated as of February 18, 2011 (the “Assignment Agreement”), pursuant to which the Withdrawing Limited Partner agreed to assign its “Interest” (as that term is defined in the Assignment Agreement) to the Incoming Limited Partner and the Incoming Limited Partner agreed to acquire the Interest and to pay the “Payment” (as that term is defined in the Assignment Agreement) to the Withdrawing Limited Partner.
C. The Parties desire to enter into this Amendment to provide for, among other things (i) the withdrawal of the Withdrawing Limited Partner from the Partnership, (ii) the admission of the Incoming Limited Partner into the Partnership and (iii) other amendments to the Amended Partnership Agreement, as set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Amended Partnership Agreement is hereby amended as follows:
3. The Incoming Limited Partner is admitted into the Partnership as the Limited Partner and agrees to assume all of the obligations of the Limited Partner under the Amended Partnership Agreement, as hereby amended.
5. The defined term “Limited Partner” is deleted in its entirety and replaced with the following:
“Limited Partner” means, Randel Corporation, a Nevada corpoation, or its successors and assigns.
13.2.2 If to the Limited Partner:
Randel Corporation
2310 Sherman Place
Las Vegas, NV 89102
Attention: Dennis D. Curran
7. As a material inducement to the Withdrawing Limited Partner entering into this Amendment, the General Partners represent and warrant that the following are true and correct:
8. As a material inducement to the Withdrawing Limited Partner entering into this Amendment, the Incoming Limited Partner hereby represents and warrants to the Withdrawing Limited Partner that (i) the execution and delivery of this Amendment by the Incoming Partner and the performance of the transactions contemplated herein have been duly authorized by all requisite corporate and partnership proceedings and (ii) assuming the due and proper execution and delivery by the Withdrawing Limited Partner, this Amendment is binding upon and enforceable against the Incoming Limited Partner in accordance with its terms.
9. As a material inducement to the other Parties entering into this Amendment, the Withdrawing Limited Partner hereby represents and warrants that (i) the execution and delivery of this Amendment by the Withdrawing Limited Partner and the performance of the transactions contemplated herein have been duly authorized by all requisite corporate and partnership proceedings and (ii) assuming the due and proper execution and delivery by the other Parties, this Amendment is binding upon and enforceable against the Withdrawing Limited Partner in accordance with its terms.
10. The representations and warranties set forth above in paragraphs 7, 8, and 9 shall be true and correct as of the Effective Date and shall survive the withdrawal of the Withdrawing Limited Partner from and the admission of the Incoming Limited Partner into the Partnership.
11. Notwithstanding the withdrawal of the Withdrawing Limited Partner, the General Partners acknowledge that from and after the Effective Date matters may arise that relate back to events that occurred prior to the Effective Date (for purposes of illustration and not limitation, audits by the IRS). The General Partners agree that as to such matters (i) the General Partners shall conduct themselves in a manner which is consistent with the obligations they had as the General Partners immediately prior to the Effective Date and, accordingly, recognize all of the corresponding rights of the Withdrawing Limited Partner as if the Withdrawing Limited Partner had not withdrawn from the Partnership as provided in this Amendment and (ii) that nothing herein shall relieve the General Partners from such pre-existing obligations. Without limiting the generality of the foregoing, the General Partners shall:
If the General Partners shall fail, for any reason, to prepare and/or deliver to the Withdrawing Limited Partner any of the returns or other information required by this paragraph 11, the Withdrawing Limited Partner shall have the right to cause such returns and other information prepared at the sole cost and expense of the General Partners, plus an administrative fee payable to the Withdrawing Limited Partner in an amount equal to fifteen percent (15%) of the actual out-of-pocket costs incurred by the Withdrawing Limited Partner to have such returns and information prepared. In furtherance of the foregoing, the Withdrawing Limited Partner and their duly authorized representatives shall have the right to inspect and copy such portions of the Partnership’s books of account which are necessary or appropriate for the preparation of such returns and information; provided, however, it is expressly understood and agreed by the Withdrawing Limited Partner that such access is solely for the purpose of preparing such returns or other information that the General Partners failed to prepare and/or deliver as herein provided, and shall not be deemed to grant the Withdrawing Limited Partner any other rights with respect to the Partnership and/or the operation of its business.
12. Without limiting the generality of the provisions of paragraph 11,
Except as set forth above, all of the terms and provisions of the Amended Partnership Amendment remain unmodified and in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the Effective Date.
GENERAL PARTNERS: /s/Dennis D. Curran,
DENNIS D. CURRAN
GVP, INC.,
a Montana corporation
By /s/Dennis D. Curran
Name: Dennis D. Curran
Title: President
INCOMING LIMITED PARTNER: RANDEL CORPORATION,
a Nevada corporation
By /s/William F. Curran
Name: William F. Curran
Title: President
WITHDRAWING LIMITED PARTNER: REAL ESTATE ASSOCIATES LIMITED V,
a California limited partnership
By National Partnership Investments Corp.,
a California corporation,
General Partner
By /s/Derik Hart
Name: Derik Hart
Title: SVP
Exhibit A to Second Amendment
to
Amended and Restated Agreement and Certificate of Limited Partnership
14.1 Applicability. The provisions of this Section 14 shall be applicable only during such period of time as the Note (as defined below) is either insured or held by the Secretary of Housing and Urban Development, his successors and assigns (“HUD”).
14,2 Authorization and Execution of Documents. The Partnership intends to obtain a mortgage loan (the “Mortgage Loan”) to be insured by HUD under Section 15 of the National Housing Act, as amended, with respect to a multifamily housing rental apartment project known as Grandview Apartments located in Missoula County, Montana, and identified as HUD Project No. 093-35098. The Partnership is authorized to execute a promissory note (the “Note”), a mortgage or deed of trust (the “Mortgage”), and a security agreement in order to secure a loan to be insured by HUD and to execute the Regulatory Agreement and other documents required by HUD in connection with the HUD-insured loan.
14.3 Business of the Partnership. The sole business, purpose, and asset of the Partnership shall be the ownership and operation of the Project.
14.3 Conflicts.
14.4.1 In the event of a conflict between any of the provisions of this Agreement and any of the provisions of the Note, Mortgage, security agreement, or the Regulatory Agreement (the “HUD Loan Documents”), the provisions of the HUD Loan Documents shall govern and be controlling in all aspects.
14.4.2 In the event of a conflict between any other provisions of this Agreement and this Section 14, this Section 14 shall govern and be controlling in all aspects.
14.5 Liability of Partners under Regulatory Agreement. The Partners and any assignee of a Partner are liable in their individual capacity to HUD for:
14.5.1 Funds or property of the Project coming into its possession, which by the provisions of the Regulatory Agreement, the person or entity is not entitled to retain;
14.5.2 Its own acts and deeds, or acts and deeds of others which it has authorized, in violation of the provisions of the Regulatory Agreement;
14.5.3 The acts and deeds of affiliates, as defined in the Regulatory Agreement, which the person or entity has authorized in violation of the provisions of the Regulatory Agreement; and
14.5.4 As otherwise provided by law.
14.6 Transfers of Partnership Interests.
14.6.1 Any incoming Partner must as a condition of receiving an interest in the Partnership agree to be bound by the HUD Loan Documents to the same extent and on the same terms as the other Partners.
14.6.2 Any Partner becoming either a Operating General Partner, Partner with ten percent (10%) or greater governance interest, or a Partner with a twenty-five percent (25%) or greater financial interest, must meet applicable previous participation clearance requirement of HUD and receive written approval from HUD prior to the transfer of such interest or assumption of such position in the Partnership.
14.7 Dissolution.
14.7.1 The Partnership shall not voluntarily be dissolved or converted to another form of entity without the prior written approval of HUD.
14.7.2 No act of voluntary dissolution of the Partnership shall operate to affect or relieve the Partnership of obligations under the Regulatory Agreement until a successor owner has been approved by HUD.
14.7.3 Notwithstanding any other provisions of this Agreement, upon any dissolution, no title or right to possession and control of the Project, and no right to collect the rents from the Project, shall pass to any person who is not bound by the Regulatory Agreement in a manner satisfactory to HUD.
14.8 Compensation and Distributions of Project Funds.
14.8.1 The Partnership shall not make, nor shall any Partner receive and retain, any distribution of assets or income of any kind of the Project except from Surplus Cash and in accordance with Paragraph 6 of the Regulatory Agreement; and
14.8.2 The HUD financial requirements as to cash controls and distributions as set forth in Paragraph 6 of the Regulatory Agreement shall supersede to the extent they are in conflict with any of the financial provisions of this Agreement.
14.9 Designation of Authorized Representative. The Partnership has designated Dennis D. Curran, Operating General Partner, 2310 Sherman Place, Las Vegas, NV 89102, telephone number (702) 259-8693, as its official representative for all matters concerning the Project which require HUD consent or approval. The signature of this person will bind the Partnership in all such matters. The Partnership may from time to time appoint a new representative to perform this function, but within 3 business days of doing so, will provide HUD with written notification of the name, address, and telephone number of its new representative. When a person other than the person identified above has full or partial authority of management of the Project, the Partnership will promptly provide HUD with the name of that person and the nature of that person’s management authority.
14.10 Amendments. No amendment to this Agreement which results in any of the following shall be of any force or effect without the prior written consent of HUD:
14.10.1 Any amendment that modifies the term of the Partnership;
14.10.2 Any amendment that activates the requirement that a HUD previous participation certification be obtained from any additional Partner;
14.10.3 Any amendment that in any way affects the HUD Loan Documents;
14.10.4 Any amendment that would authorize any Partner other than the Operating General Partner or pre-approved successor Operating General Partner to bind the Partnership for all matters concerning the Project which require HUD's consent or approval;
14.10.5 A change in the Operating General Partner or pre-approved successor Operating General Partner of the Partnership; or
14.10.6 Any change in a guarantor of any obligation to HUD.
14.11 Automatic Termination. This Section 14 shall automatically terminate, without further amendment to this Agreement, at such time as the Mortgage Loan for the Project is not longer held or insured by HUD.