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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) July 5, 2005 Commission File Number 33-4682 Capital Builders Development Properties II, A California Limited Partnership (Exact name of registrant as specified in its charter) California (State or Other Jurisdiction of Incorporation) 77-0111643 (IRS Employer Identification No.) 1130 Iron Point Road, Suite 170, Folsom, California 95630 (Address of principal executive offices) Zip Code Registrant's Telephone Number, Including Area Code (916) 353-0500 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: £
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. As Capital Builders Development Properties II (the "Partnership") reported in its Quarterly Report on Form 10-Q filed on May 16, 2005, all buildings owned by the Partnership have been sold with the exception of three buildings located in the Highlands 80 Commerce Center ("H80"). On July 5, 2005, the Partnership entered into an Agreement of Purchase and Sale and Joint Escrow Instructions (the "Purchase Agreement") with Jake Schneider, Jay Schneider, Lincoln Snyder, Jon Snyder, and Ted Hart (collectively, the "Buyers"), pursuant to which the Partnership will sell these three remaining H80 buildings, located at 4600, 4612, and 4616 Roseville Road, North Highlands, California, to the Buyers. The purchase price for the buildings is $9,000,000. Pursuant to the Purchase Agreement, the Buyers have placed deposits totaling $200,000 into escrow (the "Escrow Deposit"). The Purchase Agreement provides that the Escrow Deposit becomes non-refundable to the Buyers' upon their receipt of a loan commitment for the purchase of the buildings, which commitment must be secured by August 19, 2005. On August 11, 2005, the Partnership and the Buyers entered into an amendment to the Purchase Agreement that extends the loan commitment date for thirty days, until September 18, 2005, in exchange for $50,000 of the Escrow Deposit becoming immediately non-refundable to the Buyers. The amendment further provides that the loan commitment date may be extended for an additional fifteen days, until October 3, 2005, in exchange for an additional $25,000 of the Escrow Deposit becoming nonrefundable to the Buyers. Assuming the Buyers obtain the loan commitment, the closing of the sale is anticipated to occur on or before November 2, 2005.
There is no material relationship between the Buyers and the Partnership, its Managing General Partner or any of its affiliates, any directors or officers, or any associate of any director or officer. Management will utilize the cash proceeds from the sale to pay existing Partnership obligations and then begin distributions to the Limited Partners of available distributable cash. Item 9.01 Exhibits
Exhibit 10.1 Agreement of Purchase and Sale and Joint Escrow Instructions by and among Capital Builders Development Properties II (the "Partnership") and Jake Schneider, Jay Schneider, Lincoln Snyder, Jon Snyder and Ted Hart (collectively, the "Buyers"), dated for reference purposes as of June 29, 2005 and effective as of July 5, 2005.
Exhibit 10.2 First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions by and among Capital Builders Development Properties II (the "Partnership") and Jake Schneider, Jay Schneider, Lincoln Snyder, Jon Snyder and Ted Hart (collectively, the "Buyers"), dated and effective August 11, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAPITAL BUILDERS DEVELOPMENT PROPERTIES II,
a California Limited Partnership
By Capital Builders, Inc.
Its Corporate General Partner
By /s/ Michael J. Metzger
Michael J. Metzger
President
Date: August 12, 2005
EXHIBIT INDEX
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Description |
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10.1 |
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Agreement of Purchase and Sale and Joint Escrow Instructions by and among Capital Builders Development Properties II (the "Partnership") and Jake Schneider, Jay Schneider, Lincoln Snyder, Jon Snyder and Ted Hart (collectively, the "Buyers"), dated for reference purposes as of June 29, 2005 and effective as of July 5, 2005. |
10.2 |
First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions by and among Capital Builders Development Properties II (the "Partnership") and Jake Schneider, Jay Schneider, Lincoln Snyder, Jon Snyder and Ted Hart (collectively, the "Buyers"), dated and effective August 11, 2005. |
EXHIBIT 10.1
Agreement of Purchase and Sale and Joint Escrow Instructions
by and among Capital Builders Development Properties II (the "Partnership")
and Jake Schneider, Jay Schneider, Lincoln Snyder, Jon Snyder and Ted Hart (collectively, the "Buyers"),
dated for reference purposes as of June 29, 2005 and effective as of July 5, 2005
4600, 4612 and 4616 Roseville Road, Highlands Eighty Commerce Center
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement"), dated for reference purposes only as of June 29, 2005, is entered into by and between CAPITAL BUILDERS DEVELOPMENT PROPERTIES II, a California limited partnership ("Seller"), and Jake Schneider, Jay Schneider, Lincoln Snyder, Jon Snyder and Ted Hart ("Buyer").
NOW, THEREFORE, the parties agree as follows:
The terms and conditions of this Agreement and the instructions to First American Title Insurance Company, 3721 Douglas Blvd, Suite 151, Roseville, CA 95661, Attn: Carolyn Hunt ("Escrow Holder") with regard to the escrow ("Escrow") created pursuant hereto are as follows:
Buyer acknowledges that Buyer will be required to be a member of the Highlands Eighty Commerce Center Owners Association. Notwithstanding Buyer's approval of the foregoing documents, Seller reserves the right to modify such documents as may be required by law, any title insurance company, or any institutional lender whose loan is secured by a lien on any property located in the Project.
Prior to any entry on to the Property by Buyer, Buyer's agents, contractors, subcontractors or employees, Buyer shall deliver to Seller an endorsement to Buyer's commercial general liability insurance policy which evidences that Buyer is carrying a commercial general liability insurance policy with a financially responsible insurance company reasonably acceptable to Seller, covering the activities of Buyer, and Buyer's agents, contractors, subcontractors and employees on or upon the Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million and No/100ths Dollars ($1,000,000.00) and an aggregate limit of at least One Million and No/100ths Dollars ($1,000,000.00), shall name Seller as an additional insured, shall be primary and non-contributing with any other insurance available to Seller and shall contain a full waiver of subrogation clause.
Except as otherwise specified in this Agreement, Seller shall pay the cost of a CLTA owner's policy of title insurance in the amount of the Purchase Price and the documentary transfer taxes and Buyer shall pay for any other kind of policy or any endorsement desired by Buyer. Buyer and Seller shall equally divide all escrow fees and costs, any city transfer taxes, and any document recording fees. Any cost charged by Escrow Holder or Title Company which is not specifically allocated to Buyer or Seller under this Agreement shall be allocated in accordance with the prevailing custom for commercial transactions in the County, and in the absence of such custom, shall be equally divided between Seller and Buyer. Buyer and Seller shall each pay all legal and professional fees and fees of other consultants incurred by Buyer and Seller, respectively.
(a) Seller's Covenants, Representations and Warranties. Seller covenants, represents and warrants to Buyer that as of the date of this Agreement and as of the Close of Escrow:
SECTION 22(d) INCURRED TO ENFORCE THE PROVISIONS OF THIS SECTION 15.
Seller /s/ MJM Buyer /s/ JS, JS, JS, TH
To Seller: c/o Capital Builders, Inc.
1130 Iron Point Road, Suite 170
Email: mmetzger@capitalbuildersinc.com
To Escrow Holder: First American Title Insurance Company
Roseville, CA 95661
Attn: Carolyn Hunt
Phone: 916-677-8005
Fax: 916-677-8010
To Buyer: c/o Snyder Commercial Real Estate
4635 Guadalupe Drive
Rancho Murieta, CA 95683
Notice of change of address shall be given by written notice in the manner described in this Section.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
BUYER: /s/ Jake Schneider Jake Schneider
/s/ Jay Schneider Jay Schneider
/s/ Jon Snyder Jon Snyder
/s/ Ted Hart Ted Hart
Date: June 30, 2005 |
SELLER: CAPITAL BUILDERS DEVELOPMENT PROPERTIES II ,a California limited partnership
By: Capital Builders, Inc., a California corporation, General Partner
By: /s/ Michael J. Metzger Michael J. Metzger, President Date: July 5, 2005 |
Real property in the unincorporated area of the County of Sacramento, State of California, described as follows:
Parcels 1 and 3, as shown on that certain parcel Map filed in the office of the County Recorder of Sacramento County, California on February 9, 1996 in Book 144 of Parcel Maps, at page 16
Commonly identified as: APN: 240-0550-054-056 4600 Roseville Road
APN: 240-0550-054-054 4616 Roseville Road
Parcel 4, as shown on that certain parcel Map entitled "Subdivsion No. 01-0756 of Highlands 80", filed in the office of the County Recorder of Sacramento County, California on May 21, 2002 in Book 297 of Parcel Maps, at page 3.
Commonly identified as: APN: 240-0550-054-064 4612 Roseville Road
EXHIBIT 10.2
First Amendment to Agreement of Purchase and Sale
and Joint Escrow Instructions by and among Capital Builders Development Properties II (the "Partnership")
and Jake Schneider, Jay Schneider, Lincoln Snyder, Jon Snyder and Ted Hart (collectively, the "Buyers"),
dated and effective August 11, 2005.
4600, 4612 and 4616 Roseville Road, Highlands Eighty Commerce Center
THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("First Amendment"), dated for reference purposes only as of August 11, 2005, is entered into by and between CAPITAL BUILDERS DEVELOPMENT PROPERTIES II, a California limited partnership ("Seller"), and Jake Schneider, Jay Schneider, Lincoln Snyder, Jon Snyder and Ted Hart ("Buyer") and amends the AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") between Buyer and Seller dated June 29, 2005.
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree to amend the Agreement as follows effective on the date set forth above:
"Upon the payment of $50,000 to Seller, by release of a portion of the Deposit on or before August 19, 2005, Buyer shall have until September 18, 2005, to obtain the loan commitment described above. Upon such payment, the $50,000 (1) shall no longer be considered a part of the Deposit, (2) shall be deemed consideration for the extension of time described above, and (3) shall in no event be refundable unless Seller is in default under this Agreement, as amended.
"Further, upon the payment of an additional $25,000 to Seller, by release of a portion of the Deposit on or before September 18, 2005, and provided that Buyer not yet obtained a loan commitment, but has acted diligently to satisfy obtain a commitment, Buyer shall have until October 3, 2005, to obtain such loan commitment. Upon such payment, the $25,000 (1) shall no longer be considered a part of the Deposit, (2) shall be deemed consideration for the extension of time described above, and (3) shall in no event be refundable unless Seller is in default under this Agreement, as amended.
"Notwithstanding the fact that the above releases are in no event refundable unless Seller is in default, the amount of funds actually released shall be credited toward the Purchase Price at the close of escrow."
"22(n) Execution of Documents. For purposes of executing this Agreement and giving any notice required pursuant to this Agreement, facsimile signatures shall be deemed original signatures when timely received by the intended recipient's facsimile machine."
BUYER: /s/ Jake Schneider Jake Schneider
/s/ Jay Schneider Jay Schneider
/s/ Jon Snyder Jon Snyder
/s/ Ted Hart Ted Hart |
SELLER: CAPITAL BUILDERS DEVELOPMENT PROPERTIES II ,a California limited partnership
By: Capital Builders, Inc., a California corporation, General Partner
By: /s/ Michael J. Metzger Michael J. Metzger, President |