0000950123-11-058651.txt : 20110613 0000950123-11-058651.hdr.sgml : 20110613 20110613160856 ACCESSION NUMBER: 0000950123-11-058651 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110613 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110613 DATE AS OF CHANGE: 20110613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS XII CENTRAL INDEX KEY: 0000720392 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953903623 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13309 FILM NUMBER: 11908306 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 8-K 1 d82959e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 13, 2011
ANGELES PARTNERS XII, LP
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  0-13309
(Commission
File Number) 		  95-3903623
(IRS Employer
Identification No.)
     
55 BEATTIE PLACE
POST OFFICE BOX 1089
GREENVILLE, SOUTH CAROLINA 		  29602
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (864) 239-1000
Not Applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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.
     In November 2010, Angeles Partners XII, LP, a Delaware limited partnership (the “Partnership”), amended the Partnership’s agreement of limited partnership to convert the Partnership’s existing partnership interests into two separate series of partnership interests that had separate rights with respect to specified partnership property, with the general partners’ interests designated as “Series A GP Interests” and “Series B GP Interests,” and the limited partners’ interests designated as “Series A Units” and “Series B Units” (the “Serialization”). Shortly thereafter, the managing general partner of the Partnership determined not to implement the Serialization. On June 13, 2011, the managing general partner entered into an amendment to the Partnership’s agreement of limited partnership (the “Fifth Amendment”) to reflect the prior decision to rescind the Serialization.
     A copy of the Fifth Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
     The information in Item 1.01 is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     The information in Item 1.01 is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report
     
Exhibit    
Number   Description
 
    
3.1
  Fifth Amendment to the Agreement of Limited Partnership of Angeles Partners XII, LP, dated as of June 13, 2011.

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    ANGELES PARTNERS XII, LP    
 
            
Date: June 13, 2011
  By:   Angeles Realty Corporation II,    
 
      Its Managing General Partner    
 
            
 
  By:   /s/ Stephen B. Waters
 
Stephen B. Waters 		   
 
      Senior Director    

 

EX-3.1 2 d82959exv3w1.htm EX-3.1 exv3w1
Exhibit 3.1
FIFTH AMENDMENT
TO THE
AGREEMENT OF LIMITED PARTNERSHIP
OF
ANGELES PARTNERS XII, LP
     This FIFTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES PARTNERS XII, LP, dated as of June 13, 2011 (this “Amendment”), is made by Angeles Realty Corporation II, a California corporation (the “Managing General Partner”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).
     WHEREAS, Angeles Partners XII, LP, a Delaware limited partnership (the “Partnership”), is governed pursuant to the terms of that certain Certificate and Agreement of Limited Partnership of Angeles Partners XII, dated as of May 24, 1983, as amended to date (the “Partnership Agreement”);
     WHEREAS, pursuant to the Fourth Amendment to the Agreement of Limited Partnership of Angeles Partners XII, LP, effective as of November 24, 2010 (the “Establishment Date”), the Managing General Partner amended the Partnership Agreement to establish two series of interests in the Partnership, with the General Partners’ interests designated as “Series A GP Interests” and “Series B GP Interests,” and the Limited Partners’ interests designated as “Series A Units” and “Series B Units” (the “Serialization”);
     WHEREAS, shortly after the Establishment Date, the Managing General Partner determined not to implement the Serialization; and
     WHEREAS, the Managing General Partner desires to amend the Partnership Agreement to reflect its prior decision to rescind the Serialization.
     NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, the parties hereto do hereby agree as follows:
1.   Amendments to the Partnership Agreement.
  (a)   The Partnership Agreement is hereby amended by deleting Article 21 in its entirety.
 
  (b)   The deletion of Article 21 shall be deemed effective as of the Establishment Date.
2.   Miscellaneous.
  (a)   Effect of Amendment. In the event of any conflict or inconsistency between the terms of the Partnership Agreement and the terms of this Amendment, the terms of this Amendment shall prevail, and any conflicting or inconsistent provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment.
 
  (b)   Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the Partnership Agreement, as herein modified, are hereby ratified and reaffirmed.
 
  (c)   Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW.
[Remainder of page intentionally left blank]

 

 

     IN WITNESS WHEREOF, the Managing General Partner has executed this Amendment as of the date first set forth above.
             
    ANGELES REALTY CORPORATION II,
a California corporation		    
 
            
 
  By:   /s/ Trent A. Johnson
 
Name: Trent A. Johnson 		   
 
      Title: Vice President and
          Assistant General Counsel