SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported) October 19, 2009
DAVIDSON GROWTH PLUS, L.P.
(Exact name of Registrant
as specified in its charter)
(State or other jurisdiction
of incorporation or File
Number) Identification Number)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(Issuer's telephone number)
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
1.01 Entry into a Material Definitive Agreement.
Growth Plus, L.P., a Delaware limited partnership (the Registrant), owns a 99%
interest in The New Fairways, L.P., a Delaware limited partnership (the
Partnership). The Partnership owns The Fairway Apartments (Fairway), a
256-unit apartment complex located in Plano, Texas. On October 19,
2009 (the Effective Date), the Partnership entered into a Purchase and Sale
Contract (the Purchase Contract) with a third party, Landbanc Capital, Inc.,
an Arizona corporation (the Purchaser), to sell Fairway to the Purchaser for a
total sales price of $11,750,000.
following is a summary of the terms and conditions of the Purchase Contract,
which summary is qualified in its entirety by reference to the Purchase
Agreement, a copy of which is attached hereto as an exhibit.
PURCHASE PRICE. The total purchase
price is $11,750,000, subject to certain prorations and adjustments at the
closing. The Purchaser delivered an initial deposit (the Initial
Deposit) of $25,000 to the escrow agent on October 19, 2009.
FEASIBILITY PERIOD. The feasibility
period ends on November 20, 2009. An additional deposit (the Additional
Deposit) of $210,000 is due to the escrow agent on or before the expiration of
the feasibility period. If the Purchaser fails to notify the Partnership
in writing of its intent to terminate the Purchase Contract prior to the
expiration of the feasibility period, the Initial Deposit and Additional Deposit
will become non-refundable.
LOAN ASSUMPTION AND APPROVAL PERIOD.
The parties agreed that at closing, the Purchaser would assume the Partnerships
obligations with respect to the first and second mortgages encumbering
Fairway. The Purchaser is responsible for submitting the loan assumption
application within 15 days after the Effective Date.
CLOSING. The expected closing
date of the transaction is December 18, 2009. The Partnership has the option, by
delivering written notice to the Purchaser, no later than December 8, 2009, to
extend the closing date to February 1, 2010. The Purchaser has the right to two
thirty-day extensions of the closing by delivering written notice to the
Partnership within 10 days prior to the scheduled closing date and delivering a
$25,000 deposit with each extension. The closing is also subject to
customary closing conditions and deliveries.
COSTS AND FEES. The Purchaser will pay
(i) any transfer, mortgage assumption, sales, use, gross receipts or similar
taxes, (ii) any premiums or fees with respect to the title policy, and (iii)
one-half of the customary closing costs of the escrow agent. The
Partnership will pay (i) the cost of recording any instruments required to
discharge any liens or encumberances against Fairway, (ii) the base premium for
the title policy, and (iii) one-half of the customary closing costs of the
REPRESENTATIONS AND WARRANTIES. The
Partnership and the Purchaser each made limited representations and warranties
to the other.
OF LOSS. The risk of loss or damage to Fairway by reason of any insured or
uninsured casualty during the period through and including the closing date
equal to or less than $250,000 will be borne by the Partnership. The Partnership
agreed to maintain, in full force and effect until the closing date, all
existing insurance coverage on Fairway.
With the exception of an assignment to an affiliate of the Purchaser, the
Purchase Contract is not assignable by the Purchaser without the prior written
approval of the Partnership.
DEFAULTS AND REMEDIES. If the Purchaser
defaults on its obligations to deliver when required the required deposits, the
purchase price or any other specified deliveries, the Purchaser will forfeit its
deposits to the Partnership, and neither the Purchaser nor the Partnership will
be obligated to proceed with the purchase and sale. The Partnership
expressly waived the remedies of specific performance and additional damages for
defaults by the Purchaser.
the Partnership, prior to the closing, defaults in its representations,
warranties, covenants, or obligations, the Purchaser has the option of (i)
terminating the Purchase Contract, receiving a return of its deposits and
recovering, as its sole recoverable damages its documented direct and actual
out-of-pocket expenses and costs up to $50,000 or, subject to certain
conditions, (ii) seeking specific performance of the Partnerships obligation to
deliver the deed pursuant to the Purchase Contract.
9.01 Financial Statements and Exhibits
10 WW Purchase
and Sale Contract between The New Fairways, L.P., a Delaware limited
partnership, and Landbanc Capital, Inc., an Arizona corporation, dated October
*Schedules and supplemental materials to the
exhibit have been omitted but will be provided to the Securities and Exchange
Commission upon request.
The agreements included as
exhibits to this Form 8-K contain representations and warranties by each of the
parties to the applicable agreement. These representations and warranties have
been made solely for the benefit of the other parties to the applicable
in all instances be treated as categorical statements of fact, but rather as a
way of allocating the risk to one of the parties if those statements prove to be
qualified by disclosures that were made to the other party in connection with
the negotiation of the applicable agreement, which disclosures are not
necessarily reflected in the agreement;
standards of materiality in a way that is different from what may be viewed as
material to an investor; and
only as of the date of the applicable agreement or such other date or dates as
may be specified in the agreement and are subject to more recent
representations and warranties may not describe the actual state of affairs as
of the date they were made or at any other time. The Registrant acknowledges
that, notwithstanding the inclusion of the foregoing cautionary statements, it
is responsible for considering whether additional specific disclosures of
material information regarding material contractual
provisions are required to make the statements in this Form 8-K not misleading.
Additional information about the Registrant may be found elsewhere in this
Form 8-K and the Registrants other public filings, which are available
without charge through the SECs website at http://www.sec.gov.