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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):
August 17, 1999
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REEVES TELECOM LIMITED PARTNERSHIP
(name changed from Reeves Telecom Associates)
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(Exact name of registrant as specified in its charter)
South Carolina 110-9305 57-0700063
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification)
incorporation or
organization)
c/o Grace Property Management, Inc.
P.O. Box 163, 55 Brookville Road
Glen Head, New York 11545
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(Address of principal executive offices)
Registrant's telephone number, including area code:
(516) 686-2201
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Item 2. Disposition of Assets.
Reeves Telecom Limited Partnership (the "Partnership") has agreed to
sell approximately 4,833 acres of its land located in the City of Boiling Spring
Lakes, North Carolina at a price of $450 cash per acre, for an aggregate sales
price of $2,174,850. The purchaser, The Nature Conservancy, is a non-profit
organization involved in the preservation of wetlands and woodlands. The Nature
Conservancy stated that the transaction is contingent upon the approval of the
purchase price by their national committee. The total number of acres and the
aggregate consideration are subject to a survey to be completed prior to
closing.
The Partnership retained Robert C. Cantwell and Associates, real estate
appraisers (the "Appraisers"), to review the terms of the sale and to opine as
to the fairness of the transaction to the Partnership. In a letter dated August
17, 1999, the Appraisers stated that the above described transaction is, in
their opinion, fair to the Partnership. A copy of the Appraisers' letter is
attached hereto as Exhibit 1.
After giving effect to the sale, the Partnership's remaining assets in
Boiling Spring Lakes will consist of the following: (1) 159.9 acres comprising a
surveyed 18-hole sprinklered golf course, club house and maintenance building,
together known as Fox Squirrel Country Club; (2) 126 building lots located near
the golf course which have been surveyed and platted and are suitable for
building; (3) 194 acres surrounding the golf course which could be developed;
(4) approximately 800 acres of unplatted land divided or divisible into 10-acre
tracts; (5) 60 acres of land zoned for commercial use situated along State Route
87; (6) 1,362 platted lots, of which approximately 10% to 20% are suitable or
provisionally suitable for building, and the balance are unsuitable; and (7) a
sales office and a post office.
The Partnership expects the sale to close during the fourth quarter of
1999 or the first quarter of 2000.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The aggregate sale price is subject to a survey to be completed prior
to closing, which is expected to occur in the fourth quarter of 1999 or the
first quarter of 2000. Pro forma financial statements required pursuant to
Article 11 of Regulation S-X will be furnished in a subsequent filing after a
final determination has been made of the sale price.
(c) Exhibits.
The following exhibit is attached.
Exhibit 99.1 Letter from Robert C. Cantwell and Associates
Dated August 17, 1999 Regarding the transaction.
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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.
REEVES TELECOM LIMITED PARTNERSHIP
By: /s/ DAVIS P. STOWELL
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Davis P. Stowell
Vice President
Grace Property Management, Inc.,
General Partner
August 19, 1999
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(Date)
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EXHIBIT 1
[LETTERHEAD OF ROBERT C. CANTWELL AND ASSOCIATES]
August 17, 1999
Reeves Telecom Limited Partnership
c/o Grace Property Management, Inc., General Partner
P.O. Box 163
Glen Head, NY 11545-0163
Re: Boiling Spring Lakes Property
Gentlemen:
At your request I have reviewed the proposed sale to The Nature
Conservancy of certain portions of the Boiling Spring Lakes property. I have
been familiar with this property for more than 20 years, and have appraised it
for you on a number of occasions, most recently on September 1, 1998. I
reinspected the property on August 11, 1999 to confirm that there has been no
significant change in the portions to be sold. I believe that this proposed
transaction, as I understand the terms (approximately 4,833 acres as shown on
the map provided me at a consideration of $450 per acre, or a total of
approximately $2,174,850), will represent a fair sale to you.
The land to be transferred is of very limited utility due to its
physical characteristics and the environmental restrictions that are imposed on
it. It has always been included in my appraisals at a nominal value, less than
the price which has been proposed, and with an extended disposition period. I
know that you have had difficulty in marketing this portion of the property. I
believe that the only recent substantial sale was in January of 1996, when 430
acres of very similar land were sold to an adjoining owner for less than $200
per acre.
Also, I have information in my files of several recent sales of land
with similar utility, including some involving The Nature Conservancy. The price
proposed in this sale is above that which was paid in those transactions.
This letter is not a complete appraisal of the property, but is
intended as amplification of the analyses contained in my most recent appraisal
of the property. Your attention is directed to that appraisal for a more
complete description if the property and the factors bearing on the value
thereof. The assumptions and limiting conditions contained in that report also
apply to the opinions expressed herein. I certify that I have no interest,
present or prospective, in the subject property, and no interest contingent
upon the opinions herein expressed.
Yours very truly,
/S/ ROBERT C. CANTWELL
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Robert C. Cantwell, MAI
N.C. State-Certified General
Real Estate Appraiser
