Attached files
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EX-99.1 - EXHIBIT 99.1 - RANCON REALTY FUND V | v417992_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
August 12, 2015
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
(Registrant’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 8.01 | Other Events. |
On August 12, 2015 (the “Effective Date”), Rancon Realty Fund V, a California limited partnership (the “Partnership”), completed its liquidation pursuant to the Plan of Liquidation (the “Plan of Liquidation”) previously adopted by its general partners (the “General Partners”) and approved by its limited partners (the “Limited Partners” and, together with the General Partners, the “Partners”). The Plan of Liquidation authorizes the General Partners to transfer and assign the Partnership’s remaining assets to a liquidating trust to facilitate the Partnership’s dissolution. In furtherance of the Plan of Liquidation, on July 29, 2015, the Partnership entered into a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) with Rancon Financial Corporation, as trustee of the Liquidating Trust (the “Trustee”), in connection with the formation of The Rancon Realty Fund V Liquidating Trust (the “Liquidating Trust”).
In accordance with the Liquidating Trust Agreement, on the Effective Date, the Partnership transferred all of its remaining assets to the Liquidating Trust to be administered, disposed of or provided for in accordance with the terms and conditions of the Liquidating Trust Agreement. Also as of the Effective Date, the Partners, as beneficiaries of the Liquidating Trust (“Beneficiaries”), have received beneficial interests in the Liquidating Trust (the “Beneficial Interests”). The purpose of the Liquidating Trust is to provide for the orderly liquidation of the assets transferred to it by the Partnership, to pay the liabilities of the Partnership and the expenses of administering the Liquidating Trust, and to make liquidating distributions to the Beneficiaries in accordance with their Beneficial Interests. The existence of the Liquidating Trust will terminate upon the distribution of all of the Liquidating Trust’s assets in accordance with the terms of the Liquidating Trust Agreement, which is intended to take place within three years from the date of the Liquidating Trust’s formation. The existence of the Liquidating Trust may, however, be extended beyond such three year term if the Trustee determines that the final distribution should not be made at that time.
On August 13, 2015, the Partnership filed a Certificate of Cancellation with the California Secretary of State, cancelling the limited partnership, and filed a Form 15 with the Securities and Exchange Commission (the “Commission”) to terminate the registration of the limited partnership units in the Partnership. Accordingly, the Partnership will cease filing reports under the Securities Exchange Act of 1934. However, the Trustee will cause annual reports provided to Beneficiaries to be filed with the Commission under cover of Form 10-K and periodic reports provided to Beneficiaries to be filed with the Commission under cover of Form 8-K.
The foregoing summary of the Liquidating Trust Agreement is qualified in its entirety by reference to the full text of the Liquidating Trust Agreement, which is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
99.1 | Liquidating Trust Agreement between the Partnership and Rancon Financial Corporation, dated July 29, 2015. |
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 REALTY FUND V, A California Limited Partnership | ||
By: | Rancon Financial Corporation, | |
The General Partner |
By: | /s/ Daniel L. Stephenson | |
Daniel L. Stephenson Chairman |
And | /s/ Daniel L. Stephenson | |
Daniel L. Stephenson General Partner |
Date: August 13, 2015
INDEX TO EXHIBITS
Exhibit |
Description
|
99.1 | Liquidating Trust Agreement between the Partnership and Rancon Financial Corporation, dated July 29, 2015. |