UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 11, 2011
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
DELAWARE | 0-15656 | 57-0814502 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
55 BEATTIE PLACE | ||
POST OFFICE BOX 1089 | ||
GREENVILLE, SOUTH CAROLINA | 29602 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (864) 239-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.07. Submission of Matters to a Vote of Security Holders
As previously disclosed, on October 8, 2010, U.S. Realty Partners Limited Partnership, a
Delaware limited partnership (USRP), entered into an Agreement and Plan of Merger (the Merger
Agreement) with AIMCO Properties, L.P., a Delaware limited partnership (Aimco OP), and AIMCO
USRP Merger Sub LLC, a Delaware limited liability company of which Aimco OP is the sole member (the
Merger Subsidiary). The Merger Agreement provides for the Merger Subsidiary to be merged with and
into USRP, with USRP as the surviving entity, upon approval by a majority in interest of the
limited partnership interests of USRP (the Units) outstanding.
On February 11, 2011, Aimco OP, which owned 900,195 of the 1,222,000 issued and outstanding
Units, or approximately 73.67% of the number of outstanding Units, took action by written consent
to approve the merger. On February 11, 2011, the merger was completed, and Aimco OP became the sole
limited partner in USRP, holding all outstanding Units. U.S. Realty I Corporation continues to be
the general partner of USRP, and USRPs agreement of limited partnership in effect immediately
prior to the merger remains unchanged after the merger.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
U.S. REALTY PARTNERS LIMITED PARTNERSHIP | ||||||
Date: February 11, 2011
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By: | U.S. Realty I Corporation
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By | /s/ Stephen B. Waters
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Senior Director of Partnership Accounting |