ARMORED STORAGE INCOME INVESTORS LTD PARTNERSHIP
8-K, 1999-04-19
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                    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)          April 6, 1999       
                                                 -------------------------------


              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


           ARIZONA                     2-95034LA                 86-0503193
- --------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission              (IRS Employer
      of Incorporation)               File Number)           Identification No.)


             4425 N. 24TH STREET, SUITE 225, PHOENIX, ARIZONA 85016
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code          602-230-1655       
                                                   -----------------------------

<PAGE>

Item  2.  Pursuant  to the  authority  granted  under  the  limited  partnership
agreement of the Registrant,  the General Partner,  on behalf of the Registrant,
opened an escrow on April 6, 1999 with Everest Storage II, a California  limited
liability  company to sell  substantially  all its assets,  consisting  of three
mini-storage  facilities,  to  Everest  Storage  II for a total  sales  price of
$7,113,402.  The General  Partner has evaluated the offer and,  after  reviewing
comparable  sales and  capitalization  rates in the real  estate  market  today,
believes it to be in the best  interest of the  Registrant  to proceed  with the
transaction.  The terms of the contract,  which became  effective April 6, 1999,
provide for no  assumption  of  liabilities  by the buyer,  except for customary
prorations of property taxes and prepaid rents.

The contract is contingent on the buyer's evaluation of the properties.  Everest
Storage  II has sixty  days from the date the  Registrant  provides  it with the
required  documentation to complete its due diligence.  The buyer may extend the
due diligence  period by an  additional  thirty days.  Everest  Storage II is an
affiliate of Everest Investors 8, LLC, which owns 1.26% of the Registrant.

The terms of the  contract  provide  that  Everest  Storage II will enter into a
management contract with the current property manager, Armored Management,  LLC,
the general partner of the general  partner of the  Registrant,  for a period of
one year after the closing.  It is anticipated  that the terms of the management
agreement will be substantially the same as the existing agreement in place with
the  Registrant.  A six  percent  commission  will be paid  should  the  sale be
consummated,  split between the buyers  broker,  Everest  Financial Inc. and the
seller's broker, Dale D. Ulrich, a member of Armored Management, LLC. Should the
sale occur, the Registrant has agreed to a limited non-competition covenant with
Everest Storage II.

Should the transaction be  consummated,  the General Partner would begin to wind
up the affairs of the  Registrant in order to make a  liquidation  distribution.
The General Partner  estimates the final  distribution  would be in the range of
$425 to $445 per unit. It is anticipated the final distribution would be made 60
to 120 days after the transaction closes.

                                   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.


                                            Armored Storage Income Investors
                                            Limited Partnership
                                            By:  Armored Storage One Limited
                                                 Partnership
                                            Its: General Partner


Date   4/16/99                              By  /s/ Dale D. Ulrich
    -----------------------------             ----------------------------------
                                                Dale D. Ulrich
                                                Member, Armored Management, LLC.



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