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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): June 30, 1999
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N'TANDEM TRUST
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-21470 33-610944499
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6160 SOUTH SYRACUSE WAY, GREENWOOD VILLAGE, COLORADO 80111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (303) 741-3707
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Item 2: Acquisition or Disposition of Assets
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On June 30, 1999, N'Tandem Trust, a California business trust (the
"Trust"), through its limited partnership subsidiary, N'Tandem Properties, L.P.,
acquired one manufactured home community and partial ownership interests in six
other manufactured home communities (together, the "Acquired Properties") from
Windsor Park Properties 4, a California Limited Partnership ("WPP 4"), an
affiliate of the Trust. The Acquired Properties consisted of:
. Sunset Vista, a 207-site manufactured home community, located in Magna,
Utah;
. a 60% ownership interest in Big Country Estates, a 255-site manufactured
home community, located in Cheyenne, Wyoming;
. a 75% ownership interest in Harmony Ranch, a 193-site manufactured home
community, located in Thonotosassa, Florida;
. a 33% ownership interest in Rancho Margate, a 245-site manufactured home
community, located in Margate, Florida;
. a 33% ownership interest in Winter Haven, a 238-site manufactured home
community, located in Winter Haven, Florida;
. a 25% ownership interest in Apache East, a 123-site manufactured home
community, located in Phoenix, Arizona; and
. a 25% ownership interest in Denali Park, a 162-site manufactured home
community, located in Phoenix, Arizona.
The aggregate purchase price for the Acquired Properties was $8,509,850, of
which $8,433,800 was borrowed from Chateau Communities, Inc., a publicly-held
real estate investment trust ("'Chateau"), pursuant to a note entered into
between Chateau and the Trust and the remainder of the purchase price was
related to adjustments and prorations at closing. The note bears interest at 1%
per annum above the prime rate established by First Chicago NBD Corporation. In
connection with the acquisition of the Acquired Properties, N'Tandem also
assumed debt attributable to the six partial ownership interests in the amount
of $3,361,900.
The Acquired Properties were purchased pursuant to a Purchase and Sale
Agreement between the Trust and WPP 4. Chateau currently owns 9.8% of the
Trust's outstanding common shares of beneficial interest and owns all of the
issued and outstanding capital stock of the managing general partner of WPP 4.
In addition, the Chief Executive Officer of Chateau is a trustee of the Trust
and, together with the President of Chateau, are the sole directors of the
managing general partner of WPP 4. As a result of these potential conflicts of
interest between the parties, the purchase price paid for each of the Acquired
Properties was based upon an appraisal of such property prepared by an
independent appraiser.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements:
As of the date of this report, it is impracticable for the Trust to
file the required financial statements with respect to the Acquired
Properties. Accordingly, such required financial statements will be
filed as soon as they are available, but in no event later than 60
days after the date on which this report must be filed.
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(b) Pro Forma Financial Information:
As of the date of this report, it is impracticable for the Trust to
file the required pro forma financial information with respect to the
Acquired Properties. Accordingly, such required pro forma financial
information will be filed as soon as it is available, but in no event
later than 60 days after the date on which this report must be filed.
(b) Exhibits:
Exhibits 10.1 Purchase and Sale agreement dated May 1, 1999 between
N'Tandem Trust and Windsor Park Properties 4, a California Limited
Partnership
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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.
N'TANDEM TRUST
Dated: July 15, 1999 By: /s/Gary P. McDaniel
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Gary P. McDaniel
Trustee
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Exhibit 10.1
PURCHASE AND SALE AGREEMENT
DATED AS OF
MAY 1, 1999
BETWEEN
N'TANDEM TRUST
AND
WINDSOR PARK PROPERTIES 4,
a California Limited Partnership
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TABLE OF CONTENTS
Page
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ARTICLE I PURCHASE OF PROPERTY AND OWNERSHIP INTERESTS................. 1
1.1 Purchase of Property and Ownership Interests................. 1
1.2 Purchase Price............................................... 1
ARTICLE II THE CLOSING................................................. 1
2.1 Time and Place of Closing.................................... 1
2.2 Seller's Actions at Closing.................................. 2
2.3 Buyer's Actions at Closing................................... 2
ARTICLE III REPRESENTATIONS AND WARRANTIES............................. 2
3.1 Buyer's Representations and Warranties....................... 2
ARTICLE IV ACTIONS PRIOR TO THE CLOSING................................ 2
4.1 Activities Until Closing Date................................ 2
4.2 Seller's Efforts to Fulfill Conditions....................... 3
4.3 Buyer's Efforts to Fulfill Conditions........................ 3
ARTICLE V CONDITIONS PRECEDENT TO CLOSING.............................. 3
5.1 Conditions to Buyer's Obligations............................ 3
ARTICLE VI TERMINATION................................................. 3
6.1 Right to Terminate........................................... 3
6.2 Effect of Termination........................................ 3
ARTICLE VII GENERAL.................................................... 4
7.1 Expenses..................................................... 4
7.2 Entire Agreement............................................. 4
7.3 Captions..................................................... 4
7.4 Assignments.................................................. 4
7.5 Notices and Other Communications............................. 4
7.6 Governing Law................................................ 5
7.7 Amendments................................................... 5
7.8 Counterparts................................................. 5
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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement dated May 1, 1999 between N' Tandem Trust,
an unincorporated California business trust (the "Buyer"), and Windsor Park
Properties 4, a California limited partnership (the "Seller"), relating to the
purchase by the Buyer from the Seller of certain real property, and ownership
interests in real property, as more particularly described herein. Buyer and
Seller hereby agree as follows:
ARTICLE I
PURCHASE OF PROPERTY AND OWNERSHIP INTERESTS
1.1 Purchase of Property and Ownership Interests. At the Closing described
in Paragraph 2.1, the Buyer will purchase the property (the
"Property") and ownership interests in properties ("Ownership
Interests") described in Exhibit A hereto, and the Seller shall
transfer the Property and Ownership Interests to the Buyer free and
clear of all liens (the "Sales").
1.2 Purchase Price. The aggregate purchase price for the Property and
Ownership Interests is $11,871,750 subject to the following
adjustments: to the extent that the Property, or any property
underlying any Ownership Interest (each, an "Underlying Property"),
fails to be free and clear of all mortgage indebtedness and/or other
liens, Buyer shall receive at the Closing a credit against the
Purchase Price (i) in the case of mortgage indebtedness and/or other
liens encumbering the Property, in an amount equal to such mortgage
indebtedness and/or other liens, and (ii) in the case of mortgage
indebtedness and/or other liens encumbering any Underlying Property,
an amount equal to such mortgage indebtedness and/or other liens times
the percentage ownership of such Underlying Property allocable or
attributable to the Ownership Interest, as set forth in Exhibit A.
ARTICLE II
THE CLOSING
2.1 Time and Place of Closing. The closing (the "Closing") of the purchase
of the Property and Ownership Interests will take place at the offices
of Land America Financial Group, Inc., 3636 North Central Avenue #350,
Phoenix, AZ, on the day (the "Closing Date") which is the 15th day
following the approval of the sale of the Property and Ownership
Interests by holders of a majority of units of limited partnership
interest of Seller, or such other date as may be agreed to by Buyer
and Seller.
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2.2 Seller's Actions at Closing. At the Closing, the Seller shall deliver
to Buyer (i) a deeds of conveyance in proper form for recording
relating to the Property and the Big Country Estates and Harmony Ranch
Ownership Interests, (ii) an Assignment Agreement, in form and
substance satisfactory to Buyer, assigning to Buyer all of Seller's
right, title and Interest in and to the Ownership Interests, and (iii)
such other documents and instruments, and take such other action, as
may be necessary or desirable to effect the transfer of the Property
and the Ownership Interests to Buyer, in accordance with this
Agreement.
2.3 Buyer's Actions at Closing. At the Closing, the Buyer will deliver to
the Seller the following:
(a) A certified or bank cashier's check, or evidence of a wire transfer
of immediately available funds to an account specified by the Seller
at least 24 hours before the Closing, in an amount equal to the
Purchase Price.
2.4 Closing Costs, with respect to the Sunset Vista Property, and the Big
Country Estates and Harmony Ranch Ownership Interests, Seller shall
pay at the Closing such closing costs as are customarily paid by
Sellers of real property in Colorado. Buyer shall be responsible for
all other closing costs relating to the transfer of the Property and
Ownership Interests payable at the Closing.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Buyer's Representations and Warranties. The Buyer represents and
warrants to the Seller as follows:
(a) The Buyer is an unincorporated California business duly formed and
validly existing under the laws of the State of California.
(b) The Buyer has all trust power and authority necessary to enable it to
enter into this Agreement and carry out the transactions contemplated
by this Agreement. All trust actions necessary to authorize the Buyer
to enter into this Agreement and carry out the transactions
contemplated by it have been taken. This Agreement has been duly
executed by the Buyer and is a valid and binding agreement of the
Buyer, enforceable against the Buyer in accordance with its terms.
ARTICLE IV
ACTIONS PRIOR TO THE CLOSING
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4.1 Activities Until Closing Date. From the date of this Agreement to the
Closing Date, the Seller will, except with the written consent of the
Buyer:
(a) Operate its businesses in the ordinary course and in a manner
consistent with the manner in which they are being operated at the
date of this Agreement.
4.2 Seller's Efforts to Fulfill Conditions. The Seller will use its best
efforts to cause all the conditions set forth in Paragraph 5.1 to be
fulfilled prior to or at the Closing.
4.3 Buyer's Efforts to Fulfill Conditions. The Buyer will use its best
efforts to cause all the conditions contained in Paragraph 5.1 to be
fulfilled prior to or at the Closing.
ARTICLE V
CONDITIONS PRECEDENT TO CLOSING
5.1 Conditions to Buyer's Obligations. The obligations of the Buyer at
the Closing are subject to satisfaction of the following conditions:
(a) the holders of not less than a majority of the issued and outstanding
units of limited partnership interest of the Seller shall have
approved the Sales.
ARTICLE VI
TERMINATION
6.1 Right to Terminate. This Agreement may be terminated at any time
prior to the Closing:
(a) By mutual consent of the Buyer and the Seller.
(b) By either the Buyer or the Seller if, without fault of the
terminating party, the Closing does not occur on or before September
30, 1999.
(c) By the Buyer or the Seller if the condition in Paragraph 5.1 is not
satisfied on or before the Closing Date.
6.2 Effect of Termination. If this Agreement is terminated pursuant to
Paragraph 6.1, after this Agreement is terminated, neither party will
have any further rights or obligations under this Agreement. Nothing
contained in this Paragraph will, however, relieve either party of
liability for any breach of this Agreement which occurs before this
Agreement is terminated.
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ARTICLE VII
GENERAL
7.1 Expenses. Except as otherwise provided herein, the Buyer and the
Seller will each pay its own expenses in connection with the
transactions which are the subject of this Agreement, including legal
fees.
7.2 Entire Agreement. This Agreement and the documents to be delivered in
accordance with this Agreement contain the entire agreement between
the Buyer and the Seller relating to the transactions which are the
subject of this Agreement. There are no representations, warranties,
understandings or agreements concerning the transactions which are
the subject of this Agreement other than those expressly set forth in
this Agreement.
7.3 Captions. The captions of the articles and paragraphs of this
Agreement are for reference only, and do not affect the meaning or
interpretation of this Agreement.
7.4 Assignments. Neither this Agreement nor any right of any party under
it may be assigned.
7.5 Notices and Other Communications. Any notice or other communication
under this Agreement must be in writing and will be deemed given when
delivered in person or sent by facsimile (with proof of receipt at
the number to which it is required to be sent), or on the third
business day after the day on which mailed by first class mail from
within the United States of America, to the following addresses (or
such other address as may be specified after the date of this
Agreement by the party to which the notice or communication is sent):
If to the Seller:
Windsor Park Properties 4
6430 S. Quebec Street
Englewood, CO 80111
If to the Buyer:
N' Tandem Trust
6430 S. Quebec Street
Englewood, CO 80111
with a copy to:
Rogers & Wells
200 Park Avenue
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New York, New York 10166
Facsimile No.: (212) 878-8375
Attention: Jay L. Bernstein, Esq.
7.6 Governing Law. This Agreement will be governed by, and construed
under, the substantive laws of the State of New York.
7.7 Amendments. This Agreement may be amended only by a document in
writing signed by both the Buyer and the Seller.
7.8 Counterparts. This Agreement may be executed in two or more
counterparts, some of which may be signed by fewer than all the
parties or may contain facsimile copies of pages signed by some of
the parties. Each of those counterparts some of which may contain the
signatures of fewer than all the parties or may contain facsimile
copies of pages signed by some of the parties. Each of those
counterparts will be deemed to be an original, but all of them
together will constitute one and the same agreement.
IN WITNESS WHEREOF, the Buyer and the Seller have executed this Agreement,
intending to be legally bound by it, on the day shown on the first page of this
Agreement.
SELLER:
WINDSOR PARK PROPERTIES 4,
a California Limited Partnership
By: The Windsor Corporation,
General Partner
By: /s/ Steven G. Waite
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Steven G. Waite
President
BUYER:
N' TANDEM TRUST
By: /s/ Gary P. McDaniel
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Gary P. McDaniel
Trustee
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EXHIBIT A
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<TABLE>
<CAPTION>
Purchase Price of Debt Estimated Net
Property or Attributable Purchase Price
Nature of Ownership Interest to Property or of
Ownership Based on Appraised Ownership Property or
----------- ------------------- Interest Ownership
Name of Property Ownership % Interest Value as of 12/31/98 Interest
----------------- ------------ --------- -------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Sunset Vista 100% Fee Simple $ 3,800,000 $ 0 $3,800,000
Magna, UT
Big Country Estates 60% Deed and Joint $ 1,620,000 $ 0 $1,620,000
Cheyenne, WY Venture
Harmony Ranch 75% Deed and Joint $ 1,762,500 $ 900,000 $ 862,500
Thonotosassa, FL Venture
Rancho Margate 33% Partnership $ 2,112,000 $1,209,000 $ 903,000
Margate, FL Interest
Winter Haven 33% Partnership $ 1,221,000 $ 531,400 $ 689,600
Winter Haven, FL Interest
Apache East 25% Partnership $ 495,000 $ 274,600 $ 220,400
Phoenix, AZ Interest
Denali Park 25% Partnership $ 861,250 $ 477,800 $ 383,450
Phoenix, AZ Interest ----------- ---------- ----------
Total $11,871,750 $3,392,800 $8,478,950
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