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) January 31, 2012
(Exact name of Registrant as specified in its charter)
California 0-13808 95-3906167
(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 2.01 Completion of Acquisition or Disposition of Assets
Housing Programs Limited, a California limited partnership (the “Registrant”), owns a 99.00% limited partnership interest in Oshtemo Limited Dividend Housing Association (“Oshtemo”), a Michigan limited partnership. Oshtemo owns a 330-unit apartment complex located in Oshtemo, Michigan. As previously disclosed, on June 28, 2011, the Registrant entered into an Assignment and Assumption Agreement (the “Agreement“) with Gleason E. Amboy, Joel I. Ferguson and Sol L. Steadman (collectively, the “Assignee”) and AMG-MGT, LLC, a Michigan limited liability company, the general partner of Oshtemo, relating to the assignment of the limited partnership interest held by the Registrant in Oshtemo for a total price of $350,000. The Registrant’s investment balance in Oshtemo was zero at September 30, 2011.
Pursuant to the terms of the Agreement, on January 31, 2012, the Registrant transferred its limited partnership interest in Oshtemo to the Assignee effective as of January 31, 2012 and received net proceeds of $350,000. Oshtemo was the Registrant’s only remaining investment. The Registrant’s corporate general partner has evaluated the cash requirements of the Registrant and determined that the proceeds will be used to pay outstanding advances and payables to an affiliate of the corporate general partner. No distributions to partners are anticipated.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.3 First Amendment to Assignment and Assumption Agreement by and between Housing Programs Limited, a California limited partnership, Gleason E. Amboy, Joel I. Ferguson, Sol L. Steadman and AMG-MGT, LLC, a Michigan limited liability company, dated December 28, 2011.
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.
HOUSING PROGRAMS LIMITED
| By: National Partnership Investments Corp. |
| Corporate General Partner |
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| By: /s/Stephen Waters |
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| Stephen Waters |
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| Senior Director of Partnership Accounting |
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| Date: February 3, 2012 |
Exhibit 10.3
FIRST AMENDMENT
TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
This First Amendment (the "Amendment") dated as of December 28, 2011 to the Assignment and Assumption Agreement (the "Initial Agreement"), which was dated as of June 28, 2011, by and among Housing Programs Limited, a California limited partnership ("Assignor"), and Gleason E. Amboy, Joel 1. Ferguson, and Sol L. Steadman (collectively referred to herein as "Assignee"); and AMG-MGT, LLC, a Michigan limited liability company (the "General Partner" and together with Assignor and Assignee, each a "Party" and, as the context requires, any two or more, collectively, "Parties"), with reference to the following:
a. Counterparts. This Amendment may be executed in one or more counterparts (including by facsimile or electronic transmission), each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.
b. No Other Amendment or Waiver. Except for the amendment set forth above, the text of the Initial Agreement shall remain unchanged and in full force and effect.
[Signatures on following page(s)]
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date set forth above.
ASSIGNOR: HOUSING PROGRAMS LIMITED,
a California limited partnership
By National Partnership Investments Corp.,
a California corporation,
General Partner
By /s/Trent A. Johnson
Name: Trent A. Johnson
Title: Vice President
By NPIA III, a California limited partnership,
General Partner
By National Partnership Investments Corp.,
a California corporation,
General Partner
By /s/Trent A. Johnson
Name: Trent A. Johnson
Title: Vice President
By Housing Programs Corporation II,
a Delaware corporation,
General Partner
By /s/Trent A. Johnson
Name: Trent A. Johnson
Title: Vice President
ASSIGNEES: /s/Gleason E. Amboy
Gleason E. Amboy
/s/Sol L. Steadman
Sol L. Steadman
/s/Joel I. Ferguson
Joel I. Ferguson
GENERAL PARTNER: AMG-MGT, LLC.,
a Michigan limited liability company
By /s/Gleason E. Amboy
Name: Gleason E. Amboy
Title: Manager