-----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, TiEaO/xaMYS0L1Xar/FTMJfJ08HscXVw29NSu5JwSu7HL9hBRGGYK6Yqypg9q0GZ ePHnga10GJxv+EkN22B/KA== 0001341004-06-000277.txt : 20060202 0001341004-06-000277.hdr.sgml : 20060202 20060202155250 ACCESSION NUMBER: 0001341004-06-000277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060202 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: 20060202 DATE AS OF CHANGE: 20060202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOUSING PROGRAMS LTD CENTRAL INDEX KEY: 0000750304 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953906167 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13808 FILM NUMBER: 06573613 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: SUITE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 FORMER COMPANY: FORMER CONFORMED NAME: REAL ESTATE ASSOCIATES LTD VIII DATE OF NAME CHANGE: 19840823 8-K 1 nyc546343.txt FORM 8-K 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) ------------------------------------------------ February 2, 2006 (February 2, 2006) Housing Programs Limited ------------------------ (Exact name of registrant as specified in its charter) California 000-13808 95-3906167 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 55 Beattie Place, Post Office Box 1089, Greenville, SC 29602 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (864) 239-1000 ----------------------------- - -------------------------------------------------------------------------------- (Former name or former 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): [ ] 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 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 5.03 of this report is incorporated herein by reference. ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 2, 2006, the partners of Housing Programs Limited (the "Partnership") entered into two amendments to the Restated Certificate and Agreement of Limited Partnership (the "Partnership Agreement"). One amendment eliminates the requirement that the cash proceeds from the sale of an individual project or project interest must be at least as great as the tax liability to the limited partners resulting from that sale. The other amendment modifies the provision in the Partnership Agreement that requires limited partner approval for a sale of all or substantially all assets so that a sale of a single project (or a sale of project interests related to a single project) does not require limited partner approval. The amendments to the Partnership Agreement are included as Exhibits 3.1 and 3.2 respectively to this report and incorporated herein by this reference. ITEM 9.01 Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed with this report: Exhibit Number Description -------------- ----------- 3.1 Amendment, dated February 2, 2006, to Restated Certificate and Agreement of Limited Partnership 3.2 Amendment, dated February 2, 2006, to Restated Certificate and Agreement of Limited Partnership 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. HOUSING PROGRAMS LIMITED By: NATIONAL PARTNERSHIP INVESTMENTS CORP., as General Partner By: /s/ Jeffrey H. Sussman ------------------------------------------ Name: Jeffrey H. Sussman Title: Senior Vice President, General Counsel and Secretary Date: February 2, 2006 EX-3 2 exhibit3-1.txt EXHIBIT 3.1 EXHIBIT 3.1 AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF HOUSING PROGRAMS LIMITED This Amendment to the Restated Certificate and Agreement of Limited Partnership, as amended to date (the "Partnership Agreement"), of Housing Programs Limited, a California limited partnership (the "Partnership"), is made and entered into as of February 2, 2006, by and among National Partnership Investments Corp., a California corporation ("NAPICO"), as general partner of the Partnership, Housing Programs Corporation II, a Delaware corporation ("HPC II"), as general partner of the Partnership, National Partnership Investments Associates, a California limited partnership ("NPIA"), as general partner of the Partnership, and NAPICO, as attorney-in-fact for the limited partners of the Partnership. WHEREAS, NAPICO, HPC II, NPIA and limited partners owning a majority of the outstanding limited partnership interests of the Partnership have approved this Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Section 9.3(d) of the Partnership Agreement is hereby amended to read in its entirety as follows: "(d) upon any sale or refinancing, the Partnership shall not reinvest any proceeds thereof;" 2. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Partnership Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written. NATIONAL PARTNERSHIP HOUSING PROGRAMS CORPORATION II, INVESTMENTS CORP., as General Partner as General Partner By: /s/ Jeffrey H. Sussman By: /s/ David Robertson ------------------------------- --------------------------------- Jeffrey H. Sussman, David Robertson Senior Vice President, President and CEO General Counsel and Secretary NATIONAL PARTNERSHIP NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES, INVESTMENTS CORP., as General Partner as Attorney-in-Fact for the Limited Partners By: /s/ Nicholas G. Ciriello By: /s/ Jeffrey H. Sussman ------------------------------- --------------------------------- Nicholas G. Ciriello, Jeffrey H. Sussman, General Partner Senior Vice President, General Counsel and Secretary EX-3 3 exhibit3-2.txt EXHIBIT 3.2 EXHIBIT 3.2 AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF HOUSING PROGRAMS LIMITED This Amendment to the Restated Certificate and Agreement of Limited Partnership, as amended to date (the "Partnership Agreement"), of Housing Programs Limited, a California limited partnership (the "Partnership"), is made and entered into as of February 2, 2006, by and among National Partnership Investments Corp., a California corporation ("NAPICO"), as general partner of the Partnership, Housing Programs Corporation II, a Delaware corporation ("HPC II"), as general partner of the Partnership, National Partnership Investments Associates, a California limited partnership ("NPIA"), as general partner of the Partnership, and NAPICO, as attorney-in-fact for the limited partners of the Partnership. WHEREAS, NAPICO, HPC II, NPIA and limited partners owning a majority of the outstanding limited partnership interests of the Partnership have approved this Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Section 9.3(t) of the Partnership Agreement is hereby amended to read in its entirety as follows: "(t) the Partnership shall not sell all or substantially all of the Partnership's assets in a single transaction or a series of related transactions without obtaining the consent of Limited Partners owning a majority of the outstanding Limited Partnership Interests; provided, however, that the foregoing will not apply to a sale of a single Project (or a sale of Project Interests related to a single Project) that is not part of a series of related transactions involving the sale of multiple Projects (or Project Interests related to multiple Projects) that constitute all or substantially all of the Projects." 2. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Partnership Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written. NATIONAL PARTNERSHIP HOUSING PROGRAMS CORPORATION II, INVESTMENTS CORP., as General Partner as General Partner By: /s/ Jeffrey H. Sussman By: /s/ David Robertson ------------------------------- --------------------------------- Jeffrey H. Sussman, David Robertson Senior Vice President, President and CEO General Counsel and Secretary NATIONAL PARTNERSHIP NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES, INVESTMENTS CORP., as General Partner as Attorney-in-Fact for the Limited Partners By: /s/ Nicholas G. Ciriello By: /s/ Jeffrey H. Sussman ------------------------------- --------------------------------- Nicholas G. Ciriello, Jeffrey H. Sussman, General Partner Senior Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----