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 11, 2011
FOX STRATEGIC HOUSING INCOME PARTNERS
(Exact name of registrant as specified in its charter)
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California
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0-16877
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94-3016373 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Registrants telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On February 11, 2011, the merger of Fox Strategic Housing Income Partners, a California
limited partnership (Fox), with AIMCO Fox Merger Sub LLC, a California limited liability company
(Merger Subsidiary), was completed, pursuant to the merger agreement (the Merger Agreement)
dated October 8, 2010 by and among Fox, Merger Subsidiary, and Aimco Properties, L.P., a Delaware
limited partnership and the sole member of Merger Subsidiary (Aimco OP).
In the merger, Merger Subsidiary was merged with and into Fox and each limited partnership
unit of Fox outstanding immediately prior to the consummation of the merger, except those held by
limited partners who perfected their appraisal rights pursuant to the Merger Agreement, was
converted into the right to receive, at the election of the limited partner, either (i) $4.84 in
cash (the Cash Consideration) or (ii) 0.19 partnership common units of Aimco OP. Those limited
partners who do not make an election will be deemed to have elected to receive the Cash
Consideration.
In the merger, Aimco OPs membership interest in Merger Subsidiary was converted into Fox
limited partnership units. As a result of the merger, Aimco OP is now the sole limited partner in
Fox, holding all outstanding limited partnership units. Fox Partners VIII continues to be the sole
general partner of Fox and Foxs agreement of limited partnership in effect immediately prior to
the merger remains unchanged after the merger.
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