-----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, Wd0TsjhvV56EX5GBTEizOGlEgxykRsaLspkg3LgdtgnteJaXtwHGm9el5PMYxEiO vBg5elSjsM3grvZn3uE7QQ== 0000711642-05-000654.txt : 20051205 0000711642-05-000654.hdr.sgml : 20051205 20051205093406 ACCESSION NUMBER: 0000711642-05-000654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051130 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 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: 051242817 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 sp5nov30.txt SP5NOV30 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) November 30, 2005 SHELTER PROPERTIES V LIMITED PARTNERSHIP (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 Completion of Acquisition or Disposition of Assets. Shelter Properties V Limited Partnership, a South Carolina limited partnership (the "Registrant"), owned Millhopper Village Apartments, a 136-unit apartment complex located in Gainesville, Florida ("Millhopper"). On November 30, 2005, the Registrant sold Millhopper to a third party, Hawthorne Reserve, LLC, (the "Purchaser") a Florida limited liability company and an affiliate of Magnum Realty, LLC, a Florida limited liability company. The Purchaser paid a purchase price of approximately $10,400,000 for Millhopper. The Registrant continues to own and operate four other investment 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 Millhopper, Foxfire Apartments (previously disclosed by the Registrant on Current Report on Form 8-K filed on August 5, 2005) and The Lexington Green Apartments (previously disclosed by the Registrant on Current Report on Form 8-K filed on July 1, 2005) had been sold on January 1, 2004. The pro forma 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) September 30, 2005 All other assets $ 2,763 Investment properties, net 22,722 Total Assets $ 25,485 All other liabilities $ 1,206 Mortgage notes payable 26,934 Partners' deficit (2,655) Total Liabilities and Partners' Deficit $ 25,485 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) Year Ended Nine Months Ended December 31, 2004 September 30, 2005 Total revenues $ 8,497 $ 6,610 Total expenses 9,115 7,274 Net loss $ (618) $ (664) Net loss per limited partnership unit $(11.65) $(12.52) (d) Exhibits 10(ii)g Assignment of Purchase and Sale Contract by and between Magnum Realty, LLC, a Florida limited liability company and Hawthorne Reserve, LLC, a Florida limited liability company, dated November 15, 2005. 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 LIMITED PARTNERSHIP (a South Carolina Limited Partnership) By: Shelter Realty V Corporation Corporate General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President Date: December 5, 2005 Exhibit 10(ii)g ASSIGNMENT OF PURCHASE AND SALE CONTRACT THIS ASSIGNMENT OF PURCHASE AND SALE CONTRACT (this "Assignment" is made and entered into as of the 15 day of November, 2005, by and between MAGNUM REALTY, LLC, A Florida limited liability company ("Assignor"), and HAWTHORNE RESERVE, LLC, a Florida limited liability company ("Assignee"). Assignor, for good and valuable consideration, the receipt of which is hereby acknowledged, hereby assigns all of its right, title and interest under that certain Purchase and Sale Agreement between Assignor, as Purchaser, and Shelter Properties V Limited Partnership, a South Carolina limited partnership, as Seller, dated July 15, 2005, as amended (collectively, the "Agreement"), for the purchase of that certain property located in Alachua County, Florida, as more particularly described in the Agreement. Assignee hereby assumes all of Assignor's obligations as Purchaser under the Agreement, provided, however, that pursuant to Section 13.3 of the Agreement Assignor shall remain liable for its obligations under the Agreement. IN WITNESS WHEREOF, this Assignment has been executed by Assignor and Assignee as of the date set forth above. Assignor: Magnum Realty, LLC, a Florida limited liability company By: /s/Scott Slota Scott Slota Managing Member Assignee: HAWTHORNE RESERVE, LLC, a Florida limited liability company By: Hawthorne Holdings, LLC, A Florida limited liability company, Its sole member By: /s/Scott Slota Scott Slota, Managing Member -----END PRIVACY-ENHANCED MESSAGE-----