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EX-99.1 - EXHIBIT 99.1 - RANCON REALTY FUND Vv369670_ex99-1.htm

 

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

 

 

 February 28, 2014


Date of Report (Date of Earliest Event Reported)

 

 

          Rancon Realty Fund V,          
A California Limited Partnership


(Exact name of registrant as specified in its charter)

 

 

California


(State or Other Jurisdiction of Incorporation)

 

 

0-16467   33-0098488
(Commission File Number)   (IRS Employer Identification No.)

 

 

400 South El Camino Real, Suite 1100, San Mateo, California 94402-1708
(Address of principal executive offices) (Zip Code)

 

 

(650) 343-9300


(Fund’s Telephone Number, Including Area Code)

 

 

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:

 

£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 § 240.14d-2(b))

 

£Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR § 240.13e-4(c))

 

 
 

 

Item 7.01Regulation FD Disclosure.

 

On February 28, 2014, Rancon Realty Fund V, A California Limited Partnership (the “Partnership”), mailed a letter to its limited partners discussing factors to be considered by limited partners in evaluating a recent offer by MacKenzie Capital Management, LP and its affiliates to purchase units from limited partners. A copy of the letter sent to limited partners is furnished with this Form 8-K as Exhibit 99.1.

 

____________________

 

Certain statements contained in this Current Report, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”). Such statements include, in particular, statements about future performance and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Readers are referred to the risk factors disclosed under Item 1A of Part I in the Partnership’s December 31, 2012 Annual Report on Form 10-K. Forward-looking statements are not intended to be a guaranty of the Partnership’s performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date that this Current Report is filed with the Securities and Exchange Commission. Neither the Partnership nor the General Partners make any representations or warranties (expressed or implied) about the accuracy of any such forward-looking statements. Actual results could differ materially from any forward-looking statements contained in this Current Report. This Current Report is neither an offer of nor a solicitation to purchase securities.

 

The information in this Current Report, including the attached letter, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be set forth by specific reference in such filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

99.1Letter from Rancon Financial Corporation and Daniel L. Stephenson, General Partners of Rancon Realty Fund V, A California Limited Partnership, dated February 28, 2014, to the limited partners of the Partnership.

 

 

 

(Signature page follows.)

 

-1-
 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  RANCON REATLY FUND V,
  A California Limited Partnership
     
  By Rancon Financial Corporation,
    The General Partner
     
     
     
  By /s/ Daniel L. Stephenson
    Daniel L. Stephenson
    President
     
     
     
  And /s/ Daniel L. Stephenson
    Daniel L. Stephenson
    General Partner

 

Date: February 28, 2014

 

-2-
 

  

INDEX TO EXHIBITS

 

 

 

Exhibit

Description

 

99.1

Letter from Rancon Financial Corporation and Daniel L. Stephenson, General Partners of Rancon Realty Fund V, A California Limited Partnership, dated February 28, 2014, to the limited partners of the Partnership.