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): January 23, 2012
| ANGELES INCOME PROPERTIES 6, LP |
(Exact name of registrant as specified in its charter)
| DELAWARE | 0-16210 | 95-4106139 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 55 BEATTIE PLACE POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA 29602 |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (864) 239-1000
| Angeles Income Properties, Ltd. 6 |
(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 1.01. | Entry into a Material Definitive Agreement. |
Merger Agreement
As previously disclosed, on November 15, 2011, Angeles Income Properties, Ltd. 6, a California limited partnership (the “California Partnership”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) with Angeles Income Properties 6, LP, a Delaware limited partnership (the “Delaware Partnership”), AIMCO Properties, L.P., a Delaware limited partnership (“Aimco OP”), and AIMCO AIP 6 Merger Sub LLC, a Delaware limited liability company of which Aimco OP is the sole member (the “Merger Subsidiary”). The Merger Agreement provides for (i) the merger of the California Partnership with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the “First Merger”), and (ii) after the First Merger, the merger of the Merger Subsidiary with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the “Second Merger”).
First Merger
Completion of the First Merger was subject to approval by a majority in interest of the limited partnership interests of the California Partnership. Immediately prior to consummation of the First Merger, Aimco OP and its affiliates owned 27,739 of the 47,280 issued and outstanding units of limited partnership interest (the “Units”) in the California Partnership (or approximately 58.67% of the number of Units outstanding).
On January 23, 2012, Aimco OP and its affiliates took action by written consent to approve the Merger Agreement and the transactions contemplated thereby, including the First Merger and the Amendment (as defined below). Aimco OP and its affiliates voted all of their Units of limited partnership interest in the California Partnership in favor of the Merger Agreement and the transactions contemplated thereby, including the First Merger and the Amendment. As a result, the Merger Agreement and the transactions contemplated thereby, including the First Merger and the Amendment, were approved by a total of 27,739 Units in the California Partnership, or approximately 58.67% of the number of Units outstanding.
In the First Merger, each Unit of limited partnership interest in the California Partnership was converted into an identical unit of limited partnership interest in the Delaware Partnership, and each general partnership interest in the California Partnership held by a general partner was converted into an equivalent general partnership interest in the Delaware Partnership. All interests in the Delaware Partnership outstanding immediately prior to the First Merger were cancelled in the First Merger. The voting and other rights of the limited partners provided for in the Agreement of Limited Partnership of the California Partnership, dated June 1, 1987, and as further amended to date (the “Partnership Agreement”), were not changed as a result of the First Merger.
Upon completion of the First Merger, the certificate of limited partnership of the Delaware Partnership (the “Certificate of Limited Partnership”) became the certificate of limited partnership of the first surviving entity. A copy of the Certificate of Limited Partnership is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
In connection with the First Merger, the partnership agreement of the California Partnership was adopted as the partnership agreement of the surviving entity, as modified by the Amendment to Agreement of Limited Partnership, dated as of January 23, 2012, by and among Angeles Realty Corporation II, a California corporation and the managing general partner of the California Partnership and the each of the limited partners of the California Partnership (the “Amendment”). Pursuant to the Amendment: (i) references in the Partnership Agreement to the laws, statutes or regulations of the state of California, including the California Uniform Limited Partnership Act, were amended to refer to the laws statutes or regulations of the state of Delaware, including the Delaware Revised Uniform Limited Partnership Act; (ii) a description of the First Merger was added; and (iii) the name of the partnership was changed to “Angeles Income Properties 6, LP.” A copy of the Amendment is filed as Exhibit 3.2 hereto and is incorporated herein by reference.
Second Merger
Completion of the Second Merger was subject to approval by a majority in interest of the limited partnership interests of the Delaware Partnership. Immediately prior to the consummation of the Second Merger, Aimco OP and its affiliates owned 27,739 of the 47,280 issued and outstanding Units in the Delaware Partnership (or approximately 58.67% of the number of Units outstanding).
Immediately following consummation of the First Merger, on January 23, 2012, Aimco OP and its affiliates took action by written consent to approve the Merger Agreement and the transactions contemplated thereby, including the Second Merger. Aimco OP and its affiliates voted all of their units of limited partnership interest in the Delaware Partnership in favor of the Merger Agreement and the transactions contemplated thereby, including the Second Merger. As a result, the Merger Agreement and the transactions contemplated thereby, including the Second Merger, were approved by a total of 27,739 Units in the Delaware Partnership, or approximately 58.67% of the number of Units outstanding.
In the Second Merger, each Unit in the Delaware Partnership outstanding immediately prior to the Second Merger and held by limited partners (other than Units as to which appraisal rights are elected) was converted into the right to receive, at the election of the limited partner, either (i) $268.04 in cash (the “Cash Consideration”) or (ii) 11.65 partnership common units of Aimco OP. Limited partners who are residents of the State of California, or who fail to make an election, will receive only the Cash Consideration.
Aimco OP’s interest in the Merger Subsidiary was converted into 100 units of limited partnership interest in the Delaware Partnership, and Aimco OP became the sole limited partner of the Delaware Partnership. Each general partnership interest in the Delaware Partnership outstanding immediately prior to the consummation of the Second Merger remained outstanding and unchanged after the Second Merger.
Upon completion of the Second Merger (i) the Certificate of Limited Partnership became the certificate of limited partnership of the surviving entity, and (ii) the Partnership Agreement as modified by the Amendment, remained unchanged and became the partnership agreement of the surviving entity.
A copy of the Merger Agreement is incorporated by reference as Exhibit 10.1 hereto and is incorporated herein by reference.
| ITEM 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits. |
| (d) | The following exhibits are filed with this report: |
| Exhibit |
Description | |
| 3.1 | Certificate of Limited Partnership of Angeles Income Properties 6, LP, dated as of July 26, 2011. | |
| 3.2 | Amendment to Agreement of Limited Partnership of Angeles Income Properties, Ltd. 6, dated as of January 23, 2012. | |
| 10.1 | Amended and Restated Agreement and Plan of Merger, dated as of November 15, 2011, by and among Angeles Income Properties, Ltd. 6, AIMCO Properties, L.P., AIMCO AIP 6 Merger Sub LLC and Angeles Income Properties 6, LP (Exhibit 10.1 to Angeles Income Properties, Ltd. 6’s Current Report on Form 8-K, dated November 15, 2011, is incorporated herein by this reference). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANGELES INCOME PROPERTIES 6, LP | ||||||
| Date: January 23, 2012 | By: | ANGELES REALTY CORPORATION II, | ||||
| Its General Partner | ||||||
| By: |
/s/ Stephen B. Waters | |||||
| Stephen B. Waters | ||||||
| Senior Director of Partnership Accounting | ||||||
[Signature Page – AIP 6—Form 8-K re: Consummation of Merger Transactions]
Exhibit 3.1
CERTIFICATE OF LIMITED PARTNERSHIP
OF
ANGELES INCOME PROPERTIES 6, LP
The undersigned, being the only general partner of Angeles Income Properties 6, LP, and desiring to form a limited partnership pursuant to the laws of the State of Delaware certifies as follows:
1. The name of the Limited Partnership is Angeles Income Properties 6, LP (the “Partnership”),
2. The address of the Partnership’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
3. The name and address of the Partnership’s registered agent is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
4. The name and address of the Partnership’s General Partner is Angeles Realty Corporation II, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237.
| ANGELES INCOME PROPERTIES 6, LP | ||
| By: | ANGELES REALTY CORPORATION II General Partner | |
| By: | /s/ Trent A. Johnson | |
| Name: | Trent A. Johnson | |
| Title: | Vice President | |
Dated: July 26, 2011
Exhibit 3.2
AMENDMENT
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
ANGELES INCOME PROPERTIES, LTD. 6
This AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF ANGELES INCOME PROPERTIES, LTD. 6 (this “Amendment”) is entered into as of January 23, 2012 by and among Angeles Realty Corporation II, a California corporation, in its capacity as managing general partner (the “Managing General Partner”), and each of the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).
Recitals
WHEREAS, Angeles Income Properties, Ltd. 6, a California limited partnership (the “Partnership”), is governed pursuant to the terms of that certain Agreement of Limited Partnership, dated June 1, 1987, and as further amended to date (the “Partnership Agreement”);
WHEREAS, the Partnership and Angeles Income Properties 6, LP, a Delaware limited partnership (the “Delaware Partnership”), are parties to an Amended and Restated Agreement and Plan of Merger, dated as of November 15, 2011 (the “Merger Agreement”);
WHEREAS, pursuant to the Merger Agreement, the Partnership will be merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity;
WHEREAS, pursuant to the Merger Agreement, at the effective time of the merger, the Partnership Agreement, as further amended by this Amendment, will become the partnership agreement of the Delaware Partnership; and
WHEREAS, the merger will be effected upon the approval or consent of (i) the managing general partner of each of the Partnership and the Delaware Partnership, and (ii) a majority in interest of the limited partners of each of the Partnership and the Delaware Partnership.
NOW, THEREFORE, in consideration of the premises, the agreement of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereby agree as follows:
1. Amendments to the Partnership Agreement. At the effective time of the merger, the Partnership Agreement shall be amended as follows:
(a) All occurrences of the phrase “Angeles Income Properties, Ltd. 6” in the Partnership Agreement shall be replaced with the phrase “Angeles Income Properties 6, LP.”
(b) All references in the Partnership Agreement to any law, statute or regulation of the state of California shall be deemed to refer to the corresponding laws, statutes and regulations of the state of Delaware.
(c) All occurrences of the phrase “the State of California” in the Partnership Agreement shall be replaced with the phrase “the State of Delaware.”
(d) Article 1 Section 1.4 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
“1.4 “Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time, and any successor to such Act.”
(e) Article 2 Section 2.2 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
“2.2 Name. The name of the Partnership shall continue to be Angeles Income Properties 6, LP, a Delaware Limited Partnership. The Partnership may use such name with or without the words “a Delaware Limited Partnership,” as state law may require. The General Partner in its sole discretion may change the name of the Partnership at any time and from time to time.”
(f) Article 4 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
“ARTICLE 4
PRINCIPAL PLACE OF BUSINESS
The Principal place of business of the Partnership shall be 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, or such other place or places as the General Partner may hereafter determine.”
(g) Article 5 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
“ARTICLE 5
TERM
Angeles Income Properties, Ltd. 6 was originally formed as a limited partnership (the “California Partnership”) pursuant to the provisions of the California Uniform Limited Partnership Act, upon the terms and conditions set forth in an agreement made as of June 1, 1987. Pursuant to an Amended and Restated Agreement and Plan of Merger, dated November 15, 2011, by and between the California Partnership and Angeles Income Properties 6, LP, a Delaware limited partnership (the “Delaware Partnership”), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the “Surviving Entity”) in the merger (the “Merger”). At the effective time of the Merger (the “Effective Time”), the Merger had the effect provided by applicable law, and the following consequences: (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Exhibit A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so
amended, the “Partnership Agreement”); (c) Angeles Realty Corporation II, a California corporation, remained as sole Managing General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) each general partnership interest of the California Partnership immediately prior to the Effective Time was converted into an equivalent general partnership interest in the Surviving Entity; (e) each unit of limited partnership interest of the California Partnership immediately prior to the Effective Time was converted into an equivalent unit of limited partnership interest in the Surviving Entity; and (f) the interests of each partner of the Delaware Partnership immediately prior to the Effective Time was cancelled. References herein to the “Partnership” are to the California Partnership prior to the Merger and to the Delaware Partnership, as the Surviving Entity in the Merger, from and after the Effective Time. The Partnership shall continue in existence until the close of Partnership business on December 31, 2037, unless the Partnership has been sooner terminated as herein provided or as provided by law.”
2. Miscellaneous.
(a) Effect of Amendment. In the event of any inconsistency between the terms of the Partnership Agreement and the terms of this Amendment, the terms of this Amendment shall prevail. In the event of any conflict or apparent conflict between any of the provisions of the Partnership Agreement as amended by this Amendment, such conflicting provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment.
(b) Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the Partnership Agreement, as herein modified, are hereby ratified and reaffirmed.
(c) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
| The Managing General Partner | ||
| ANGELES REALTY CORPORATION II, A California corporation | ||
| By: | /s/ Trent A. Johnson | |
| Name: Trent A. Johnson | ||
| Title: Vice President and Assistant General Counsel | ||
| The Limited Partners | ||||
| By: ANGELES REALTY CORPORATION II, Their attorney-in-fact | ||||
| By: | /s/ Trent A Johnson | |||
| Name: Trent A. Johnson | ||||
| Title: Vice President and Assistant General Counsel | ||||