8-K 1 sp6sept29_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) September 29, 2008

 

                           SHELTER PROPERTIES VI

           (Exact name of Registrant as specified in its charter)

 

South Carolina

0-132621

57-0755618

(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 1.01   Entry into a Material Definitive Agreement.

 

Shelter Properties VI Limited Partnership, a South Carolina limited partnership, (the “Registrant”),owns Village Gardens Apartments (“Village Gardens”), a 141-unit apartment complex located in Fort Collins, Colorado. On September 29, 2008, the Registrant and fourteen other partnerships (together the “Selling Partnerships”) that collectively own fifteen apartment complexes containing an aggregate of 2,919 units entered into an Agreement for Purchase and Sale and Joint Escrow Instructions (the “Purchase Agreement”) with third parties, JRK Property Holdings, Inc., a California corporation, and JRK Birchmont Advisors, LLC, a Delaware limited liability company (collectively the “Purchaser”), to sell fifteen apartment complexes (together the “Properties” and individually a “Property”) owned by the Selling Partnerships to the Purchaser for a total sales price of $176,800,000, $8,000,000 of which will be allocated to Village Gardens. Each of the Selling Partnerships is affiliated with AIMCO Properties, L.P., an affiliate of the Corporate General Partner of the Registrant.

 

The following is a summary of the terms and conditions of the Purchase Agreement, which summary is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as an exhibit.

 

PURCHASE PRICE.  The total purchase price is $176,800,000, $8,000,000 of which will be allocated to Village Gardens, subject to certain prorations and adjustments at the closing.  The Purchaser delivered a deposit of $17,700,000, of which the Partnership is allocated approximately $801,000 for Village Gardens. The deposit is nonrefundable unless the Purchaser is unable to either a) assume the existing Property mortgage or b) obtain new financing for the Property, as specified in the Purchase Agreement.  The applicable share of the deposit not refunded shall be credited against the purchase price at closing.

 

CLOSING.  The expected closing date for Village Gardens is October 21, 2008 at which time the mortgage will be repaid in full.  Both the Registrant and the Purchaser have the right to extend the closing, without penalty, to November 1, 2008 by delivering written notice to the other party by October 17, 2008. In addition, the Registrant has the right to extend the closing of Village Gardens for an additional 30 days beyond November 1, 2008 by delivering written notice to the Purchaser. Neither the Registrant nor the Purchaser is permitted to extend the closing date with respect to Village Gardens beyond December 1, 2008. The closing is also subject to customary closing conditions and deliveries.

 

COSTS AND FEES.  With respect to Village Gardens, the Purchaser will pay (i) any mortgage or similar taxes on new financing obtained by the Purchaser; (ii) any premiums or fees required to be paid by the Purchaser with respect to the title policy; (iii) any sales, use taxes, gross receipts or similar taxes; and (iv) one-half of the customary closing costs.  The Registrant will pay (i) the base premium for its title policy; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against its Property; and (iii) one-half of the customary closing costs. 

 

REPRESENTATIONS AND WARRANTIES.  The Selling Partnerships and the Purchaser each made limited representations and warranties to the other.

 

RISK OF LOSS.  The Registrant has no obligation to repair any loss or damage to Village Gardens by reason of any insured or uninsured casualty during the period through and including the closing date in excess of 30 percent of the allocated purchase price and shall notify the Purchaser in writing of such damages.  The Purchaser may elect to terminate the Purchase Agreement with respect to Village Gardens within ten days after notification of a casualty loss in excess of 30 percent of the allocated purchase price. With respect to any loss or damage less than 30 percent of the allocated purchase price the Registrant will either complete repairs if possible prior to the closing date or assign any insurance proceeds to the Purchaser.  The Partnership must maintain in full force and effect until the closing date all existing insurance coverage on Village Gardens.

 

ASSIGNMENT.  With the exception of an assignment to an affiliate of the Purchaser, the Purchase Agreement is not assignable by the Purchaser without the prior written approval of the Selling Partnerships.

 

DEFAULTS AND REMEDIES.  If the Purchaser defaults on its obligations to deliver when required any required deposit, the purchase price for Village Gardens or any other specified deliveries the Purchaser will forfeit its deposit to the Registrant, and neither the Purchaser nor the Registrant will be obligated to proceed with the purchase and sale of Village Gardens. The Selling Partnerships expressly waived the remedies of specific performance and additional damages for defaults by the Purchaser.

 

If the Registrant, prior to the closing, defaults in its representations, warranties, covenants, or obligations the Purchaser has the option of (i) if Purchaser has closed on the remaining Properties for which there has been no default, seek specific performance of the Registrant’s obligations pursuant to the Purchase Agreement (but not damages); or (ii) terminating the Purchase Agreement for the Property or Properties for which there was a default, proceed to closing on the remaining Properties and receiving a return of the applicable deposit in an amount equal to the actual third-party costs incurred by the Purchaser relating to breaking any Purchaser’s rate lock with respect to the terminated properties, not to exceed $2,000,000 in the aggregate.

 

 

Item 9.01   Financial Statements and Exhibits

 

(d)   Exhibits

 

10 (iv) o   Agreement for Purchase and Sale and Joint Escrow Instructions between Shelter Properties VI Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated September 29, 2008. *

 

10 (iv) p   First Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Shelter Properties VI Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, a Delaware limited liability company, dated September 30, 2008. *

 

10 (iv) q   Second Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Shelter Properties VI Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, a Delaware limited liability company, dated October 2, 2008. *

 

 

*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 VI

 

 

By:  Shelter Realty VI Corporation

Corporate General Partner

 

 

By:   /s/Stephen B. Waters

Stephen B. Waters

Vice President

 

 

Date: October 3, 2008