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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): NOVEMBER 6, 1996
REAL ESTATE ASSOCIATES LIMITED IV
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
CALIFORNIA 2-74063 95-3718731
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION
INCORPORATION) NUMBER)
9090 WILSHIRE BOULEVARD
SUITE 210
BEVERLY HILLS, CALIFORNIA 90211
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 310/278-2191
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ITEM 5. OTHER EVENTS
The Registrant recently became aware through several of its
Limited Partners that an entity identified as Peachtree Partners Ltd. was
apparently conducting a tender offer for Units in the Registrant pursuant to an
undated "Offer to Purchase." Registrant has no further information about this
"Offer to Purchase" or Peachtree Partners Ltd. Within ten days of confirming
that Limited Partners were receiving the "Offer to Purchase," the General
Partners on behalf of the Registrant, by letter, dated November 6, 1996,
advised the Limited Partners that the General Partners expressed no opinion
regarding this offer, but urged the Limited Partners to consult with their tax
advisors about the tax consequences that could result from a sale of their
Units. Copies of the "Offer to Purchase" and the Registrant's letter are
attached hereto as exhibits.
EXHIBITS
The following exhibits are attached to this Current Report and thereby
made a part thereof:
1. Copy of the "Offer to Purchase" documents as received from
Registrant's Limited Partners.
2. Copy of Registrant's letter to the Limited Partners, dated
November 6, 1996.
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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.
DATED: November , 1996
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REAL ESTATE ASSOCIATES LIMITED IV,
a California limited partnership
By: National Partnership Investments Corp.,
a California corporation,
its General Partner
By:
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Its:
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EXHIBIT 1
OFFER TO PURCHASE
LIMITED PARTNERSHIP INTERESTS
REAL ESTATE ASSOCIATES 4
FOR
$25 PER UNIT
Peachtree Partners offers to purchase units of Real Estate Associates 4 at a
price of $25 per limited partnership interest.
The partnership interests will be bought on a "first come basis, with up to 4%
of outstanding units to be purchased. This offer will expire November 15, 1996.
Peachtree is offering to buy these Units for investment purposes and not with a
view to their resale.
FOLLOW THESE STEPS TO COMPLETE THE FORMS:
1. Please print clearly: Name, address, social security #, and
telephone number.
2. Indicate number of units you own.
3. Sign your name, (if held jointly, both parties must sign.)
4. Your signature must be "Signature Guaranteed" (Medallion Stamp) by a
commercial bank or brokerage firm.
Payment will be made immediately upon acceptance by the general partner. There
will be a $75.00 transfer fee and all distributions shall accrue to buyer.
To accept the enclosed offer, please execute the enclosed Assignment Forms and
return them to this address:
PEACHTREE PARTNERS
3116 E. SHEA BOULEVARD
PHOENIX, AZ 85028
Questions concerning this offer should be directed to us at 1-800-832-2557.
We purchase all limited partnerships, call us for quotes.
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LIMITED POWER OF ATTORNEY
Partnership: REAL ESTATE ASSOCIATES 4
Social Security #:
Number Units: -------------------------
----- Telephone #:
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Seller Name:
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Address:
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The seller, as referenced above, does hereby constitute and appoint Barry
Zernel, with full power of substitution, to be our true and lawful agent and
attorney-in-fact with full powers to execute, acknowledge, record, file,
deliver and receive any and all contracts, agreements, letter agreements,
documents, instruments and reports and to take any and all other actions on our
behalf that are or may be required or appropriate in connection with the
transfer of the above described partnership and in the quantity indicated.
We further give and grant to our attorney-in-fact full power and authority to
perform every act necessary or proper to be done in the exercise of any of the
foregoing powers as fully as we might or could do if personally present, and
hereby ratify and confirm and agree to ratify and confirm whatsoever our
attorney-in-fact shall do or purport to do in exercise of the powers hereby
conferred. We hereby authorize and empower our attorney-in-fact to do every act
and thing whatsoever which may be necessary or appropriate for authenticating
and giving effect to this Power of Attorney and for filing, registering, and
recording this Power of Attorney.
Executed this day of , 1996 in
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city state
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Seller Signature Joint Seller Signature
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Signature Guarantee Signature Guarantee
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Exhibit 2
[REAL ESTATE ASSOCIATES LIMITED IV LETTERHEAD]
November 6, 1996
RE: Real Estate Associates Limited IV ("REAL IV")
Dear Investor:
A number of our limited partners have recently informed us that they
have received an undated, unsolicited tender offer for their units in REAL IV.
We are advised that the tendering entity called "Peachtree Partners Ltd." is
apparently offering $25 per Unit (original cost $5,000).
The General Partners are not aware of any independent market that would
establish a price for the Units and express no opinion regarding this offer. We
believe, however, that it is important that you be aware of the potential tax
consequences of a sale of your Unit(s).
REAL IV's accountants advise us that most of the limited partners have
negative capital account balances with respect to their investment in REAL IV.
On average, at the end of December 1995, the negative capital account balance
for a $5,000 original investment was approximately $7870. A sale of a REAL IV
Unit under such circumstances would result in recognizable gain of $7,895 (the
average $7,870 negative capital account balance plus the $25 sales price). The
accountants further advise that this gain would be "passive" and could be
offset by passive losses in which an investor may have from other sources,
including REAL IV (for example, if prior years' losses were suspended).
Because the tax consequences of a sale of an investor's REAL IV Unit(s) will
differ based on individual investor's circumstances, we urge you to consult
with your own tax advisor about the effect of the sale of your REAL IV Unit(s).
Sincerely,
National Partnership Investments Corp.
/s/ Charles H. Boxenbaum /s/ Bruce E. Nelson
Charles H. Boxenbaum Bruce E. Nelson
Chairman of the Board President
