UNITED STATES
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
Date of Report (Date of earliest event reported) July 22, 2011
CENTURY PROPERTIES FUND XVII, LP
(Exact name of Registrant as specified in its charter)
Delaware | 0-11137 | 94-2782037 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation or organization) | File Number) | Identification Number) |
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check 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 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 2.01 Completion of Acquisition or Disposition of Assets.
Century Properties Fund XVII, LP (the “Registrant”), a Delaware limited partnership, owns a 100% interest in Apartment Lodge 17A LLC, a Colorado limited liability company (the “Company”). The Company owned Hampden Heights Apartments (“Hampden Heights”), a 376-unit apartment complex located in Denver, Colorado. The assets and liabilities of Hampden Heights were allocated solely to the holders of the Series B Units of the Registrant for all purposes. On July 22, 2011, the Company sold Hampden Heights to a third party, FF Realty LLC, a Delaware limited liability company (the “Purchaser”), for a total sales price of $22,750,000. The Registrant continues to own and operate three other investment properties, all of which are allocated solely to the holders of Series A Units of the Registrant for all purposes.
In accordance with the terms of the Amended and Restated Limited Partnership Agreement of the Registrant, the Registrant’s managing general partner is currently evaluating the cash requirements of the Registrant to determine what portion of the net sales proceeds, if any, will be available to distribute to the holders of Series B Units of the Registrant.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information.
The following unaudited pro forma balance sheet and statements of operations reflect the operations of the Registrant as if Hampden Heights had been sold on January 1, 2010.
The pro forma financial statements do not project the Registrant’s results of operations at any future date or for any future period. This pro forma information should be read in conjunction with the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2011 and the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
PRO FORMA BALANCE SHEET
(in thousands)
March 31, 2011
All other assets | $ 1,610 |
Investment properties, net | 14,095 |
Total Assets | $ 15,705 |
| |
All other liabilities | $ 5,675 |
Mortgage notes payable | 45,832 |
Partners’ deficit | (35,802) |
Total Liabilities and Partners’ Deficit | $ 15,705 |
| |
PRO FORMA STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
| Three Months Ended | Year Ended | |
| March 31, 2011 | December 31, 2010 |
| | |
Total revenues | $ 2,511 | $ 10,030 |
Total expenses | (2,857) | (11,936) |
Casualty gain | -- | 36 |
Net loss | $ (346) | $ (1,870) |
Net loss per limited partnership unit | $ (4.07) | $ (21.99) |
| | | | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTURY PROPERTIES FUND XVII, LP
By: Fox Partners
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: July 28, 2011
