AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
of Report (Date of Earliest Event Reported)
Realty Fund V,
a California limited partnership
name of registrant as specified in its charter)
or Other Jurisdiction of Incorporation)
|| 33-0098488 |
South El Camino Real, Suite 1100, San Mateo, California 94402-1708
(Address of principal executive offices) (Zip Code)
Telephone Number, Including Area Code)
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))
2.02 Results of Operations and Financial Condition.
On or around January
23, 2015, Rancon Realty Fund V, a California limited partnership (the “Partnership”), will mail to its limited
partners a letter describing the Partnership’s results of operations for the quarter ended September 30, 2014. A copy
of the letter to limited partners is furnished with this Form 8-K as Exhibit 99.1.
7.01 Regulation FD Disclosure.
On January 16, 2015,
the Partnership mailed a letter to custodians and pension plan trustees holding outstanding limited partnership units (“Units”)
of the Partnership, providing an estimate by the General Partners of the value of an outstanding Unit of the Partnership as of
December 31, 2014. The General Partners of the Partnership are Rancon Financial Corporation, a California corporation, and
Daniel L. Stephenson.
As stated in the letter,
no third-party appraisals were obtained in connection with the General Partners’ valuation of the Units, and the General
Partners’ valuation and the methodology they employed to value the Units was not verified or reviewed by any third-party
advisor, including the Partnership’s auditors. The actual amount for which the Partnership’s properties are eventually
sold may be materially lower than the current estimates of their fair market values made by the General Partners. It should also
be noted that ERISA plan fiduciaries and IRA custodians may use Unit valuations obtained from other sources, such as prices paid
for the Partnership’s outstanding Units in secondary market trades, and that such estimated Unit valuations likely will be
lower than that estimated by the General Partners as set forth in the attached letter.
Certain statements contained
in this 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. 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, 2013 Annual Report on Form 10-K and under the caption “Risk
Factors” in the Partnership’s Proxy Consent Solicitation Statement dated April 21, 2014. 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,” “possible,” “will,”
“can,” “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
Report, including the attached letters, shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934 (“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.
9.01 Financial Statements and Exhibits.
|99.1||Letter to limited partners of the Partnership from the
General Partners, dated January 23, 2015, reporting on the Partnership’s results of operations for the quarter ended September
|99.2||Letter to custodians and pension plan trustees from the
General Partners, dated January 16, 2015.
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|
||Rancon Financial Corporation,|
||The General Partner|
||/s/ Daniel L. Stephenson|
||Daniel L. Stephenson|
||/s/ Daniel L. Stephenson|
|| Daniel L. Stephenson|
|| General Partner|
Date: January 16, 2015
INDEX TO EXHIBITS
Letter from Rancon Financial Corporation
and Daniel L. Stephenson, General Partners of Rancon Realty Fund V, a California limited partnership, dated January 23, 2015,
to the limited partners of the Partnership reporting on the results of operations of the Partnership for the quarter ended September
||Letter from Rancon Financial Corporation and Daniel L. Stephenson, General Partners of Rancon Realty Fund V, a California limited partnership, dated January 16, 2015, to custodians and pension plan trustees.|