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) February 16, 1996
VICTORY TAX EXEMPT REALTY INCOME FUND L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-18333 13-3516912
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3 World Financial Center, 29th Floor New York, NY
ATTN: Andre Anderson 10285
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 526-3237
Item 5. Other event:
On February 16, 1996, based upon, among other things, the advice of Partnership
counsel, Skadden, Arps, Slate, Meagher & Flom, the General Partner, on behalf
of the Partnership, adopted a resolution that states, among other things, if
an actual, potential or threatened Change of Control (as defined below)
occurs, the General Partner may pay out to partners that amount of the
Partnership's cash balances not required for its ordinary course day-to-day
operations. For purposes of the resolution, "Change of Control" means the
acquisition of, or offer or proposal to acquire, by any third person, pursuant
to one or more of a tender offer, open market purchase or privately negotiated
purchase, any equity security of the Partnership, if after the acquisition
thereof the third party would, directly or indirectly, be a beneficial owner
of more than 10% of any class of the issued and outstanding equity securities
of the Partnership; provided, however, that any acquisition of equity
securities of the Partnership approved in advance by the General Partner shall
not constitute a Change of Control. In determining the amount of the
distribution, the General Partner may take into account all material factors,
including without limitation, the cash needs and liabilities of the
Partnership, advice of counsel and the proposed per unit acquisition price.
In addition, the Partnership will not be obligated to make any distribution to
any partner and no partner will be entitled to receive any distribution until
the General Partner has declared the distribution and established a record
date and distribution date for the distribution.
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.
VICTORY TAX EXEMPT REALTY INCOME FUND L.P.
Registrant
By: CA VICTORY INC.
General Partner
By: /s/ Paul L. Abbott Date: February 29, 1996
Name: Paul L. Abbott
Title: Director, President, and Chief Financial Officer
