0001104659-01-502337.txt : 20011026 0001104659-01-502337.hdr.sgml : 20011026 ACCESSION NUMBER: 0001104659-01-502337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011015 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIERRA PACIFIC INSTITUTIONAL PROPERTIES V CENTRAL INDEX KEY: 0000780052 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330122424 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15702 FILM NUMBER: 1763297 BUSINESS ADDRESS: STREET 1: 5850 SAN FELIPE STE 500 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7139776171 MAIL ADDRESS: STREET 1: 5850 SAN FELIPE STREET 2: STE 500 CITY: HOUSTON STATE: TX ZIP: 77057 8-K 1 j1817_8k.htm 8-K Prepared by MERRILL CORPORATION

 

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) October 15, 2001

Sierra Pacific Institutional Properties V

(Exact Name of Registrant as Specified in its Charter)

 

California

 

0-15702

 

33-0122424

(State or Other Jurisdiction of  incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

5850 San Felipe – Suite 500, Houston, TX    77057

(Address of Principal Executive Offices)         (Zip Code)

 

(713) 706-6271

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, If Changed Since Last Report.)

 

ITEM 2.  Acquisition of Disposition of Assets.

The Registrant's limited partners have approved the consolidation transaction with American Spectrum Realty, Inc. ("American Spectrum") pursuant to American Spectrum's Registration Statement on Form S-4 and the closing of the consolidation transaction was effective on October 15, 2001.  The consolidation transaction is described in the Registration Statement on Form S-4 of American Spectrum.   Pursuant to the consolidation transaction, all of the assets and liabilities of the Registrant are being transferred to a subsidiary of American Spectrum pursuant to a merger.  Certain formalities in connection with the consolidation including sending stock certificates for American Spectrum shares to be issued to the limited partners of the Registrant, will be completed after October 15, 2001.

ITEM 5.  Other Events.

Attached is a press release issued by American Spectrum Realty, Inc. dated October 15, 2001 with respect to approval of the consolidation transaction with American Spectrum Realty, Inc. by a majority in interest of the limited partners of the Partnership and the closing of the consolidation transaction.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits.

Exhibit

 

Description

 

 

 

1.1

 

Press release issued by American Spectrum Realty, Inc. dated October 15, 2001

SIGNATURES

                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.

 

BY:

S-P Properties, Inc.

 

 

its general partner

 

 

 

 

 

 

 

BY:

/s/  Thomas N. Thurber

 

 

Name:  Thomas N. Thurber

 

 

Title:  President

Date:  October 22, 2001

 EX-1.1 3 j1817_ex1d1.htm EX-1.1 Prepared by MERRILL CORPORATION

Exhibit 1.1

FOR IMMEDIATE RELEASE:

October 15, 2001

AMERICAN SPECTRUM REALTY, INC. ANNOUNCES CLOSING
OF CONSOLIDATION TRANSACTION

Santa Ana, CA, October 15, 2001 - American Spectrum Realty, Inc. announced today that the limited partners in each of the Nooney and Sierra limited partnerships have approved the consolidation transaction with American Spectrum Realty, Inc. pursuant to the Prospectus/Consent Solicitation Statement dated August 8, 2001.  The Nooney and Sierra limited partnerships are: Sierra Pacific Development Fund, Sierra Pacific Pension Investors '84, Sierra Pacific Development Fund II, Nooney Income Fund Ltd. L.P., Sierra Pacific Development Fund III, Nooney Income Fund Ltd., II, L.P., Sierra Pacific Institutional Properties V and Nooney Real Property Investors-Two, L.P.

The closing of the Consolidation is effective October 15, 2001.  Pursuant to the consolidation, American Spectrum is acquiring all of the assets of the Nooney and Sierra limited partnerships and certain assets of CGS Real Estate Company, Inc. and its affiliates.  Certain formalities with respect to the consolidation will be completed after October 15, 2001, including sending stock certificates for American Spectrum shares to the partners of the Nooney and Sierra limited partnerships.  Trading of the American Spectrum shares on the American Stock Exchange will be under the symbol “AQQ”.