-----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, AypEmn6IvNlbEhQBCzNv+MLJnnkt9G5mWj7UOmwuS3gjr8mML1u0ll87VKJ4b4Gg t55bZwHu1g6ZBCSz+1nXTg== 0000711642-05-000280.txt : 20050701 0000711642-05-000280.hdr.sgml : 20050701 20050701113005 ACCESSION NUMBER: 0000711642-05-000280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050629 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHELTER PROPERTIES V LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000712753 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 570721855 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11574 FILM NUMBER: 05931068 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: SHELTER PROPERTIES V DATE OF NAME CHANGE: 19871022 8-K 1 sp5lex629.txt SP5LEX 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) June 29, 2005 SHELTER PROPERTIES V (Exact name of Registrant as specified in its charter) South Carolina 0-11574 57-0721855 (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 Acquisition or Disposition of Assets. Shelter Properties V (the "Registrant") owns a 99.99% interest in New Shelter V Limited Partnership (the "Partnership"), a Delaware limited partnership. On June 29, 2005, the Partnership sold its investment property, The Lexington Apartments, a 267-unit apartment complex located in Sarasota, Florida (the "Property"), to a third party, Forest Acquisition Fund, LLC (the "Purchaser"), a Massachusetts limited liability company. The Purchaser paid a purchase price of approximately $19,200,000 for The Lexington Apartments. The Registrant continues to own and operate six additional properties. In accordance with the Amended and Restated Certificate and Agreement of Limited Partnership of the Registrant, the Registrant's Corporate General Partner is evaluating the cash requirements of the Registrant to determine whether any portion of the net proceeds will be distributed to the Registrant's partners. Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information. The following unaudited pro forma consolidated balance sheet and consolidated statements of operations reflect the operations of the Registrant as if The Lexington Apartments had been sold on January 1, 2004. The pro forma consolidated 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 2004 Annual Report on Form 10-KSB. PRO FORMA CONSOLIDATED BALANCE SHEET (in thousands) March 31, 2005 All other assets $ 2,146 Investment properties, net 28,143 Total Assets $ 30,289 All other liabilities $ 4,752 Mortgage notes payable 37,437 Partners' deficit (11,900) Total Liabilities and Partners' Deficit $ 30,289 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data)
Year Ended Three Months Ended December 31, 2004 March 31, 2005 Total revenues $11,420 $ 2,912 Total expenses 12,430 3,163 Net loss $(1,010) $ (251) Net loss per limited partnership unit $(19.03) $ (4.72)
(c) Exhibits The following exhibit is filed with this report (1): 10(ii)a Purchase and Sale Contract between New Shelter V Limited Partnership, a Delaware limited partnership, as Seller, and Forest Acquisition Fund, LLC, a Massachusetts limited liability company, as Purchaser, effective May 2, 2005 filed as exhibit 10(ii)a to the Registrant's Current Report on Form 8-K dated May 2, 2005 and incorporated herein by reference. (1) Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request. 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. SHELTER PROPERTIES V By: Shelter Realty V Corporation Corporate General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President Date: July 1, 2005 -----END PRIVACY-ENHANCED MESSAGE-----