8-K 1 vmsmay31.htm 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) May 31, 2007


VMS NATIONAL PROPERTIES JOINT VENTURE

(Exact name of Registrant as specified in its charter)



            Illinois

  0-14194

  36-3311347

 (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 2.01 Completion of Acquisition or Disposition of Assets.


VMS National Properties Joint Venture, an Illinois joint venture (the “Registrant”), owns Forest Ridge Apartments (“Forest Ridge”), a 278-unit apartment complex located in Flagstaff, Arizona.  On May 31, 2007, the Registrant sold Forest Ridge to a third party, Forest Ridge Apartments, LLC, an Arizona limited liability company, (the “Purchaser”). The Purchaser purchased Forest Ridge for a total sales price of $19,750,000.


Item 9.01

Financial Statements and Exhibits


(b)

Pro forma financial information.


The following unaudited pro forma balance sheet and statements of operations reflects the operations of the Registrant as if the above named property, along with the seven properties sold in March and April of 2007, had been sold on January 1, 2006.


The pro forma financial statements do not project the Registrant’s results of operations at any future date or for any future period. This pro forma information should be read in conjunction with the Registrant’s 2007 Quarterly Report on Form 10-Q for the period ended March 31, 2007 and the Registrant’s 2006 Annual Report on Form 10-K.


PRO FORMA BALANCE SHEET

(in thousands)


 

March 31, 2007

  

All other assets

      $  32,433

Investment property, net

         30,489

    Total Assets

       $ 62,922

  

All other liabilities

       $ 41,445

Mortgage note payable

        168,000

Partners’ deficit

       (146,523)

    Total Liabilities and Partners’ Deficit

      $  62,922



PRO FORMA STATEMENTS OF OPERATIONS

(in thousands, except per unit data)


 

Three Months Ended

Year Ended

 

March 31, 2007

December 31, 2006

   

Total revenues

        $ 6,372

        $24,194

Total expenses

         18,748

         46,790

Net loss

       $(12,376)

       $(22,596)

   

Net loss per limited partnership

        

        

  interest – Portfolio I

      $(13,313.70)

      $(24,308.47)

   

Net loss per limited partnership

  

  interest – Portfolio II

      $(13,312.58)

      $(24,308.85)







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.




VMS National Properties Joint Venture

(an Illinois joint venture)

VMS National Residential Portfolio I


By:

MAERIL, Inc.

Managing General Partner


By:

/s/Martha L. Long

Martha L. Long

Senior Vice President


 Date:  June 6, 2007


VMS National Residential Portfolio II


By:

MAERIL, Inc.

Managing General Partner


By:

/s/Martha L. Long

Martha L. Long

Senior Vice President


 Date:  June 6, 2007