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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 10, 1998
HOUSING PROGRAMS LIMITED
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(Exact name of Registrant as specified in charter)
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<S> <C> <C>
California 0-13808 95-3906167
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
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9090 Wilshire Boulevard
Suite 201
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 Bond Purchase, L.L.C. was apparently
conducting a tender offer for units in the Registrant pursuant to an "Offer to
Purchase Limited Partnership Interests For $100.00" dated July 10, 1998.
Registrant has no further information about this "Offer to Purchase" or Bond
Purchase, L.L.C. By letter dated July 20, 1998, the Registrant's general
partners, on behalf of the Registrant, advised 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 dated July 10, 1998 as
received from Registrant's limited partners.
2. Copy of Registrant's letter to its limited partners dated July 20,
1998.
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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: August 9, 1998
HOUSING PROGRAMS LIMITED.
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
BOND PURCHASE, L.L.C.
P.O. Box 26730
Kansas City, MO 64196
July 10, 1998
To the Holders of Limited Partnership Interests in Housing Programs, Ltd.
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS FOR $100.00
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in Housing Programs, Ltd. (the "Partnership") for cash
in the amount of $100.00 per Unit (which amount will be reduced by any cash
distributions declared by the Partnership after the date of this letter). Our
offer provides you with an opportunity to sell your Units now without the
costly transfer fees and commission costs (typically up to 10%) usually paid by
the seller in secondary market sales. ALL TRANSFER COSTS AND FEES WILL BE PAID
BY BOND PURCHASE, L.L.C.
We believe that it is appropriate for investors to have financial choices.
Our offer gives you, the investor, the ability to make a decision about your
continued involvement with the Partnership. You may no longer wish to continue
with your investment in the Partnership for a number of reasons, including:
* NO FURTHER IRS FILING
* The partnership does not pay any cash distributions.
* If you sell units, 1998 will be the final year for which you receive a
K-1 tax form from the partnership.
* You may be able to realize a tax loss that would reduce your taxes for
1998.
* The Partnership was closed twelve years ago in 1986. Your money has
been tied up for this long period with minimal return.
* More immediate use for the cash tied up in your investment in the
Units.
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* The absence of a formal trading market for the Units and their
resulting relative illiquidity.
* General disenchantment with real estate investments, particularly
long-term investments in limited partnerships;
Our offer is limited to 300 of the 6,184 outstanding Units. If we were to
acquire more than this amount, the administrative costs of our offer would
become burdensome. If more than 300 units are offered to us, we will prorate
our purchases ratably to all sellers.
We will accept for purchase properly documented Units on a
"first-received, first-buy" basis. You will be paid promptly following
confirmation of a valid, properly executed Agreement of Transfer and other
required transfer documents. We will pay for all Partnership transfer fees and
costs. All tenders of Units will be irrevocable and may not be rescinded or
withdrawn.
We are real estate investors who are not affiliated with the Partnership
or the General Partners. The General Partners of the Partnership have not
analyzed, approved, endorsed or made any recommendation as to acceptance of the
offer. The purchase offer has been determined solely at the discretion of Bond
Purchase, L.L.C. and does not necessarily represent the true market value of
each unit. We are seeking to acquire Units for investment purposes only and not
with a view to their resale.
An Agreement of Transfer is enclosed which you can use to accept our
offer. Please execute page 3 of this document, as well as the Power of
Attorney. Obtain all other required signatures and return the documentation in
the enclosed envelope. Please note that all signatures must be medallion
guaranteed. The transfer cannot be processed without signatures that are
medallion guaranteed and failure to obtain them will result in needless delays.
In addition, place your Unit Certificate in the enclosed envelope. We encourage
you to act immediately if you are interested in accepting or offer as only 300
Units will be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON AUGUST 31, 1998, UNLESS EXTENDED.
Please call Kim Pham at (816) 421-4670 if you have any questions.
Sincerely,
Bond Purchase, L.L.C.
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AGREEMENT OF TRANSFER
FOR LIMITED PARTNERSHIP INTERESTS IN
HOUSING PROGRAMS, LTD.
Subject to and effective upon acceptance for payment, the undersigned (the
"Seller") hereby sells, assigns, transfers, conveys and delivers and
irrevocably directs any custodian or trustee to sell, assign, transfer, convey
and deliver (the "Transfer") to Bond Purchase, LLC or its assigns, a Missouri
limited liability company (the "Purchaser"), all of the Seller's right, title
and interest in Partnership Units (the "Units") of Housing Programs, Ltd., (the
"Partnership"), for $100.00 per Unit, net to the Seller in cash, which amount
shall be reduced by any distributions declared by the Partnership after July 10,
1998.
Such Transfer shall include, without limitation, all rights in, and claims
to, any Partnership profits and losses, cash distributions, voting rights and
other benefits of any nature whatsoever distributable or allocable to such
Units under the Partnership's Certificate and Agreement Limited Partnership, as
amended (the "Partnership Agreement"). The Seller hereby irrevocably
constitutes and appoints the Purchaser as the true and lawful agent and
attorney-in-fact of the Seller with respect to such Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote, inspect Partnership books and records or act
in such manner as any such attorney-in-fact shall, in its sole discretion, deem
proper with respect to such Units, to deliver such Units and transfer ownership
of such Units on the Partnership's books maintained by the General Partner of
the Partnership, together with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Purchaser of the purchase price, to
receive all benefits and cash distributions, endorse Partnership checks payable
to Seller and otherwise exercise all rights of beneficial ownership of such
Units. The Purchaser shall not be required to post bond of any nature in
connection with this power of attorney.
The Seller hereby represents and warrants to the Purchaser that the Seller
owns such Units and has full power and authority to validly sell, assign,
transfer, convey and deliver such Units to Purchaser, and that when any such
Units are accepted for payment by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto, free and clear of all options,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such Units will
not be subject to any adverse claim. The Seller further represents and warrants
that the Seller is a "United States person", as defined in Section 7701(a)(30)
of the Internal Revenue Code of 1986, as amended, or if the Seller is not a
United States person, that the Seller does not own beneficially or of record
more than 5% of the outstanding Units.
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Agreement of Transfer
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All authority herein conferred or agreed to be conferred shall survive the
death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. This agreement is irrevocable and may not be
withdrawn or rescinded.
Upon request, the Seller will execute and deliver, and irrevocably directs
any custodian to execute and deliver, any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of such Units.
The Seller releases and discharges the General Partners, any IRA OR KEOGH
Custodian, and their respective officers, shareholders, directors, employees
and agents from all causes of action, claims, or demands the Seller has or may
have against them resulting from their reliance on this Agreement of Transfer
or any of the terms and conditions contained herein.
The Seller hereby certifies, under penalties of perjury, that (1) the
number shown below on this form and the Sellers Taxpayer Identification Number
is correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest on dividends, or the IRS has notified Seller that Seller is no longer
subject to backup withholding.
The Seller hereby also certifies, under penalties of perjury, that the
Seller, if an individual, is not a nonresident alien for purposes of U.S.
income taxation, and if not an individual, is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations). The Seller
understands that this certification may be disclosed to the IRS by the Purchaser
and that any false statements contained herein could be punished by fine,
imprisonment, or both.
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Agreement of Transfer
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Date: 1998
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(Specify Number of Units Tendered: (Signature of Owner)
Indicate "ALL" if Number Not Available)
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Place Medallion Guarantee Stamp Here
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(Your Telephone Number) (Signature of Co-Owner)
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Place Medallion Guarantee Stamp Here
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(Your Social Security or Taxpayer ID Bond Purchase, LLC
Number) P.O. Box 26730
Kansas City, MO 64196
(816) 421-4670
FAX (816) 221-1829
- --------------------------------------- Bond Purchase, LLC
(Name of IRA Custodian, if applicable)
BY:
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Its Authorized Representative
NOTE: All signatures on this agreement must be guaranteed by a member
from a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank, savings bank,
credit union, savings and loan association or trust company having an office,
branch or agency in the United States, which is a participant in the Security
Transfer Agent Medallion Program.
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POWER OF ATTORNEY/PROXY
In conjunction with the Assignor's (seller's) Assignment of Partnership Units
dated as of even date herewith, Seller irrevocably constitutes and appoints
David L. Johnson, William C. Teel and Christine Robinson, or any of them, to be
Seller's true and lawful special attorneys-in-fact, with full power of
substitution to exercise in the name, place and stead of Seller any and all
rights, interests, powers, and duties with respect to or arising out of the
Seller's interest in:
HOUSING PROGRAMS, LTD.
which units have been assigned to Bond Purchase L.L.C. (the "Buyer") pursuant
to the Agreement of Transfer. This Power of Attorney shall include with
limitation, (1) the right to execute on behalf of Seller, all assignments,
certificates, documents and instruments that may be required for the purpose of
transferring the Units owned by the Seller, (2) the right to vote the Units or
to require or receive an information or report with respect to the
partnerships' books and records, (3) the right to endorse and cash any check
made payable by the partnership to Seller on or after the date hereof and (4)
the right, if the Units are held in an IRA account or pension account, to
contact the Seller's custodian and direct him to facilitate in the transfer of
the Units from the Seller to Buyer Fund. This Power of Attorney is part of and
hereby incorporated in the application for transfer. This Power of Attorney
shall not be affected by the subsequent mental disability of the undersigned as
principal, is irrevocable and coupled with an interest, and Buyer shall not be
required to post bond in any nature in connection with this Power of Attorney.
This Power of Attorney shall also serve as a Letter of Authorization directing
the Assignor's custodian(s) and trustee(s) to sign any documents necessary to
facilitate the transfer of the units being assigned in conjunction with this
Power of Attorney as required by the herein named attorneys-in-fact.
__________________________________ __________________________________
PRINT Assignor (Registered Name) PRINT Joint Assignor or
Custodian/Trustee
__________________________________ __________________________________
SIGNATURE of Assignor SIGNATURE Jnt. Assignor or
Custodian/Trustee
DATE __________, 199__ DATE __________, 199__
Signature Medallion Guarantee Signature Medallion Guarantee
__________________________________ __________________________________
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EXHIBIT 2
[HOUSING PROGRAMS LIMITED LETTERHEAD]
July 20, 1998
RE: HOUSING PROGRAMS LIMITED ("HPGL")
Dear Investor:
Several limited partners have called or written to tell us that they have
received an unsolicited tender offer from Bond Purchase LLC to buy their
interests in HPGL for $100 per $5,000 unit. The buyers represent that these
purchases would be for investment purposes only.
The General partners are unable to value the interests because of a lack
of market for them, and therefore cannot comment on the fairness of Bond
Purchase LLC's tender offer. Limited Partners should be aware that a sale of
their interests in HPGL will have tax consequences and should be evaluated in
consultation with each Limited Partner's own tax advisor.
In addition, the General Partners of HPGL expect to solicit the consent
of the Limited Partners to a proposed transaction pursuant to which several of
the properties in which HPGL has invested will be sold to a real estate
investment trust (the "REIT") to be organized by affiliates of the General
Partners of HPGL. Proxy materials have not yet been filed with the Securities
and Exchange Commission and solicitation of consents is not expected to
commence until the third quarter of 1998. If the REIT transaction is
consummated, limited partners would receive distributions according to their
interests in the Partnership. It should be noted that the REIT transaction will
be subject to a number of conditions in addition to approval by limited
partners of HPGL, including completion of a proposed private placement of
shares of the REIT. Accordingly, there can be no assurance that the proposed
purchases by the REIT of the HPGL property interests will be consummated or
that, if consummated, will be on the currently proposed terms.
Most of the limited partners have negative capital account balances with
respect to their interests in HPGL. Our accountants tell us that, on average,
the negative capital account balance for a $5,000 investor at the end of
December 1997 was approximately $7,495. This means that an investor who sold
his or her unit on December 31, 1997 would recognize gain from the sale of his
or her HPGL unit in an amount equal to approximately $7,595 (the $100 sales
price plus the $7,495 negative capital account balance). This gain would be
"passive" and would be offset by passive losses which such investor may have
from HPGL (suspended from prior years) or other sources. Unless a limited
partner has suspended or current losses available, a substantial portion of the
gain would still be subject to tax liability.
PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF SUCH A SALE ON
YOUR OWN PARTICULAR SITUATION.
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HPGL
The General Partners urge each investor to carefully consider the
foregoing information before tendering his or her units to the offeror.
Although the offer letter states that an investor cannot withdraw units which
may already have been tendered, you should consult with your attorney to
determine if this requirement is enforceable should you wish to reconsider your
decision to tender.
Sincerely,
National Partnership Investments Corp.
/s/ CHARLES H. BOXENBAUM /s/ BRUCE E. NELSON
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Charles H. Boxenbaum Bruce E. Nelson
Chairman of the Board President
