-----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, AszemqPVkg5RJAtdz8s52uxkrBQFzNZloSi1n/bFfBl3rzktWc4vdxqX3VMZcs07 9TNEi/8d3kJ4h6PkQMbquQ== 0000711642-09-000608.txt : 20090824 0000711642-09-000608.hdr.sgml : 20090824 20090824103837 ACCESSION NUMBER: 0000711642-09-000608 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090818 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090824 DATE AS OF CHANGE: 20090824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES INCOME PROPERTIES LTD II CENTRAL INDEX KEY: 0000711642 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953793526 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11767 FILM NUMBER: 091030533 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE CITY: GREENVILLE STATE: SC ZIP: 29601 BUSINESS PHONE: 8642391141 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE CITY: GREENVILLE STATE: SC ZIP: 29601 8-K 1 aipl2landmark_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) August 18, 2009

 

ANGELES INCOME PROPERTIES, LTD. II

(Exact name of Registrant as specified in its charter)

 

 

            California                0-11767                 95-3793526

      (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.

 

Angeles Income Properties, Ltd. II, a California limited partnership (the “Partnership” or “Registrant”), owns a 100% interest in Landmark (NC), LLC, a Delaware limited liability company (the “Seller”), which owns Landmark Apartments (the “Property”), a 292-unit apartment complex located in Raleigh, North Carolina.

 

As previously disclosed, on July 31, 2009 (the “Effective Date”), the Seller entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Pennsylvania Realty Group, Inc., a Pennsylvania corporation (the “Purchaser”), to sell the Property to the Purchaser for a total sales price of $11,800,000.

 

Pursuant to the terms of the Purchase Agreement, the Purchaser agreed to give written notice to the Seller on or before August 20, 2009 (the “Title Objection Deadline”) of any objections based on the Purchaser’s review of the title and survey documents.  Following the Seller’s receipt of any such objections, the Seller agreed to respond to the Purchaser on or before August 25, 2009 (the “Response Deadline”) with an indication of those objections which the Seller is willing to cure, if any.

On August 18, 2009, the Seller and the Purchaser entered into a First Amendment to the Purchase and Sale Contract (the “First Amendment”) pursuant to which the Title Objection Deadline was extended from August 20, 2009 to August 25, 2009 and the Response Deadline was extended from August 25, 2009 to August 31, 2009. 

 

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

 

    The following exhibit is filed with this report:

 

10.44       First Amendment to Purchase and Sale Contract between Landmark (NC), LLC, a Delaware limited liability company, and Pennsylvania Realty Group, Inc., a Pennsylvania corporation, dated August 18, 2009.*

 

 

 

 


 EX-10.44 2 aipl2landmark_ex10z44.htm EXHIBIT 10.44 FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.44

 

FIRST AMENDMENT TO
PURCHASE AND SALE CONTRACT

 

            THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this “ First Amendment”) is made and entered into this 18th day of August, 2009 (the “ First Amendment Date”), by and among LANDMARK (NC), LLC, a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”) and PENNSYLVANIA REALTY GROUP, INC., a Pennsylvania corporation, having a principal address at 2701 E. Luzerne Street, Philadelphia, Pennsylvania 19137 (“ Purchaser”). 

 

RECITALS:

 

            WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract dated July 31, 2009 (“ Contract”), for certain real property situated in the County of Wake, State of North Carolina, commonly known as Landmark Apartments, and more specifically described in the Contract (the " Property"); and

 

            WHEREAS, Seller and Purchaser desire to amend the Contract on the terms and conditions set forth below.

 

AGREEMENT:

 

            NOW, THEREFORE, in consideration of the mutual covenants set forth in the Contract and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree to amend the Contract as follows:

 

 

1.                  Objection Deadline.  The Objection Deadline, as defined in Section 4.3 of the Contract, is hereby amended and restated to be Tuesday, August 25, 2009. 

2.                  Response Deadline.  The Response Deadline, as defined in Section 4.3 of the Contract, is hereby amended and restated to be Monday, August 31, 2009. 

3.                  Ratification of Contract.  All terms and provisions of the Contract not specifically modified or amended by this First Amendment shall remain in full force and effect, and the Contract, as expressly modified herein, is hereby ratified, confirmed and approved in all respects by the parties hereto.

4.                  General Provisions.  The following provisions shall apply with respect to this First Amendment:

(a)                Capitalized terms used, but not otherwise defined, herein shall have the same meaning as ascribed to such terms in the Contract.

(b)               In the event of any conflict between the Contract and this First Amendment, the terms and conditions of this First Amendment shall control.

(c)                This First Amendment may be executed in counterparts, each of which (or any combination of which) when signed by all of the parties shall be deemed an original, but all of which when taken together shall constitute one agreement.  Executed copies hereof may be delivered by telecopier or electronic mail and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be delivered no later than seven calendar days thereafter.

            NOW, THEREFORE, the parties hereto have executed this First Amendment as of the First Amendment Date.

 

 

SELLER:

 

LANDMARK (NC), LLC,

a Delaware limited liability company

 

By:       ANGELES INCOME PROPERTIES, LTD. II,

            a California limited partnership,

            its member

 

            By:       ANGELES REALTY CORPORATION II,

                        a California corporation,

                        its managing general partner

 

 

 

                        By:  /s/Brian J. Bornhorst

                        Name:  Brian J. Bornhorst

                        Title:  Vice President

 

 

 

PURCHASER:

 

 

PENNSYLVANIA REALTY GROUP, INC.,

a Pennsylvania corporation

 

By:  /s/Jon Goodman

Name:  Jon Goodman

Title:  President

 

 -----END PRIVACY-ENHANCED MESSAGE-----