FORM 10-QSB--QUARTERLY OR TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________to _________
Commission file number 0-14528
CENTURY PENSION INCOME FUND XXIII
(Exact name of registrant as specified in its charter)
California 94-2963120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
(Unaudited)
(in thousands)
March 31, 2002
Assets
Cash and cash equivalents $ 575
Receivables and deposits 95
Debt trustee escrow 637
Investment property 2,820
4,127
Liabilities
Accounts payable 10
Tenant security deposit liabilities 9
Accrued property taxes 22
Other liabilities 86
Non-recourse promissory notes:
Principal 11,847
Interest payable 15,078
Minority interest in consolidated joint venture 170
Estimated costs during the period of liquidation 586
27,808
Net liabilities in liquidation $(23,681)
See Accompanying Notes to Consolidated Financial Statements
b)
CENTURY PENSION INCOME FUND XXIII
CONSOLIDATED STATEMENTS OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(Unaudited)
(in thousands)
Three Months Ended March 31, 2002
For The Three Months
Ended March 31,
2002 2001
Net liabilities in liquidation at beginning of period $(23,942) $(23,748)
Changes in net liabilities in liquidation attributed to:
Increase (decrease) in cash and cash equivalents 114 (645)
Decrease in receivables and deposits (16) (813)
(Decrease) increase in debt trustee escrow (6) 1,418
Increase in investment properties -- 410
Decrease in accounts payable -- 57
(Increase) decrease in accrued property taxes (22) 16
(Increase) decrease in other liabilities (13) 106
Increase in non-recourse promissory notes - interest
payable (339) (405)
Increase in minority interest in consolidated joint
venture -- (23)
Decrease in estimated costs during the period of
liquidation 543 65
Net liabilities in liquidation at end of period $(23,681) $(23,562)
See Accompanying Notes to Consolidated Financial Statements
c)
CENTURY PENSION INCOME FUND XXIII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
As of December 31, 1999, Century Pension Income Fund XXIII (the "Partnership" or
"Registrant") adopted the liquidation basis of accounting due to the imminent
loss of its investment properties.
The Partnership's Nonrecourse Promissory Notes are secured by a deed of trust on
all properties owned in fee by the Partnership. The Notes were issued in two
series. The "1985 Series Notes", in the amount of $33,454,000 bear interest at
12% per annum, and the "1986 Series Notes", in the amount of $8,485,000, bear
interest at 10% per annum, except that portions of the interest were deferred,
provided the Partnership made minimum interest payments of 5% on the unpaid
principal balance. The Nonrecourse Promissory Notes had a balance of principal
and deferred interest of approximately $80,000,000 at their maturity date of
February 15, 1999. The Partnership was unable to satisfy the Nonrecourse
Promissory Notes at maturity and as a result, the Partnership was in default on
the Nonrecourse Promissory Notes. Fox Capital Management Corporation ("FCMC" or
the "Managing General Partner") contacted the indenture trustee for the
Nonrecourse Promissory Notes regarding this default. In connection with these
conversations, on July 30, 1999 the Partnership entered into a forbearance
agreement with the indenture trustee pursuant to which the indenture trustee
agreed not to exercise its rights and remedies under the indenture for up to 390
days. In turn, the Partnership agreed to (a) deliver to the indenture trustee
for the benefit of the noteholders all of the accumulated cash of the
Partnership, less certain reserves and anticipated operating expenses, (b)
market all of its properties for sale, (c) deliver all net cash proceeds from
any sales to the indenture trustee until the notes are fully satisfied and (d)
comply with the reporting requirements under the indenture. At the expiration of
the forbearance period, the Partnership had not sold all of its properties or
satisfied the Nonrecourse Promissory Notes. With the consent of the indenture
trustee, the forbearance period extension is being negotiated to accommodate the
sale of the Partnership's remaining asset, which is currently anticipated to
occur by the end of the second quarter of 2002. Based on current market
conditions, it is unlikely that the sale of the Partnership's remaining asset
will generate sufficient proceeds to pay off the Nonrecourse Promissory Notes in
full. If the Partnership cannot sell the property for sufficient value, in
accordance with the terms of the forbearance agreement, it is likely that the
Partnership will lose its property through delivery to an auctioneer. Upon the
sale or disposal of the last property, the Partnership is expected to terminate.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at December 31,
1999, to the liquidation basis of accounting. Consequently, assets have been
valued at estimated net realizable value and liabilities are presented at their
estimated settlement amounts, including estimated costs associated with carrying
out the liquidation. The valuation of assets and liabilities necessarily
requires many estimates and assumptions and there are substantial uncertainties
in carrying out the liquidation. The actual realization of assets and settlement
of liabilities could be higher or lower than amounts indicated and is based upon
the Managing General Partner's estimates as of the date of the consolidated
financial statements.
Included in liabilities in the statement of net liabilities in liquidation as of
March 31, 2002 is approximately $586,000 of costs, net of income, that the
Managing General Partner estimates will be incurred during the period of
liquidation based on the assumption that the liquidation process will be
completed by August 31, 2002. Because the success in realization of assets and
the settlement of liabilities is based on the Managing General Partner's best
estimates, the liquidation period may be shorter than projected or it may be
extended beyond the projected period.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $3,000, net of a
refund for prior year payment, and $51,000 for the three months ended March 31,
2002 and 2001, respectively.
Beginning in 2001, the Partnership began insuring its property up to certain
limits through coverage provided by AIMCO which is generally self-insured for a
portion of losses and liabilities related to workers compensation, property
casualty and vehicle liability. The Partnership insures its property above the
AIMCO limits through insurance policies obtained by AIMCO from insurers
unaffiliated with the Managing General Partner. During the three months ended
March 31, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates
approximately $19,000 and $12,000, respectively, for insurance coverage and fees
associated with policy claims administration.
Note C - Legal Proceedings
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of California for the County of San Mateo. The plaintiffs named as
defendants, among others, the Partnership, its Managing General Partner and
several of their affiliated partnerships and corporate entities. The action
purports to assert claims on behalf of a class of limited partners and
derivatively on behalf of a number of limited partnerships (including the
Partnership) which are named as nominal defendants, challenging, among other
things, the acquisition of interests in certain Managing General Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; management of the partnerships
by the Insignia affiliates; and the series of transactions which closed on
October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties
Trust, respectively, were merged into AIMCO. The plaintiffs seek monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking dismissal
of the action. In lieu of responding to the motion, the plaintiffs filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the settlement was obtained on November 3, 1999 from the Court, at which time
the Court set a final approval hearing for December 10, 1999. Prior to the
December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case and an appeal was taken from the order on
October 5, 2000. On December 4, 2000, the Court appointed the law firm of Lieff
Cabraser Heimann & Bernstein LLP as new lead counsel for plaintiffs and the
putative class. Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001, the Managing General Partner and its affiliates filed a
demurrer to the third amended complaint. On May 14, 2001, the Court heard the
demurrer to the third amended complaint. On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds. On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs filed a fourth amended class and derivative action complaint. On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration. On
October 5, 2001, the Managing General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint, which was heard on December 11, 2001.
On February 2, 2002, the Court served its order granting in part the demurrer.
The Court has dismissed without leave to amend certain of the plaintiffs'
claims. On February 11, 2002, plaintiffs filed a motion seeking to certify a
putative class comprised of all non-affiliated persons who own or have owned
units in the partnerships. The Managing General Partner and affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered further briefing after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.
During the third quarter of 2001, a complaint (the "Heller action") was filed
against the same defendants that are named in the Nuanes action, captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended complaint. The first amended complaint in the Heller action is
brought as a purported derivative action, and asserts claims for among other
things breach of fiduciary duty; unfair competition; conversion, unjust
enrichment; and judicial dissolution. Plaintiffs in the Nuanes action filed a
motion to consolidate the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed without leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing General Partner and affiliated
defendants moved to strike the first amended complaint in its entirety for
violating the Court's July 10, 2001 order granting in part and denying in part
defendants' demurrer in the Nuanes action, or alternatively, to strike certain
portions of the complaint based on the statute of limitations. Other defendants
in the action demurred to the fourth amended complaint, and, alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions and took the matters under submission. On February 4, 2002, the
Court served notice of its order granting defendants' motion to strike the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002, the plaintiffs filed a notice appealing the order striking
the complaint.
The Managing General Partner does not anticipate that any costs, whether legal
or settlement costs, associated with these cases will be material to the
Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's remaining investment property consists of one business park.
The following table sets forth the average occupancy for the Partnership's
investment property for the three months ended March 31, 2002 and 2001:
Average Occupancy
Property 2002 2001
Commerce Plaza 70% 70%
Tampa, Florida
The Partnership recently entered into a contract to sell Commerce Plaza to an
unaffiliated third party. The sale, which is conditioned upon the purchaser
completing its due diligence review of the property and other customary
conditions, is expected to close, if at all, during the second quarter of 2002.
There can be no assurance, however, that the sale will be consummated, or if
consummated, on what terms or in what time frame.
As of December 31, 1999, the Partnership adopted the liquidation basis of
accounting due to the imminent loss of its investment properties. The
Nonrecourse Promissory Notes had a balance of principal and deferred interest of
approximately $80,000,000 at their maturity date of February 15, 1999. The
Partnership was unable to satisfy the Nonrecourse Promissory Notes at maturity
and as a result, the Partnership was in default on the Nonrecourse Promissory
Notes. The Managing General Partner contacted the indenture trustee for the
Nonrecourse Promissory Notes regarding this default. In connection with these
conversations, on July 30, 1999 the Partnership entered into a forbearance
agreement with the indenture trustee pursuant to which the indenture trustee
agreed not to exercise its rights and remedies under the indenture for up to 390
days. In turn, the Partnership agreed to (a) deliver to the indenture trustee
for the benefit of the noteholders all of the accumulated cash of the
Partnership, less certain reserves and anticipated operating expenses, (b)
market all of its properties for sale, (c) deliver all net cash proceeds from
any sales to the indenture trustee until the notes are fully satisfied and (d)
comply with the reporting requirements under the indenture. At the expiration of
the forbearance period, the Partnership had not sold all of its properties or
satisfied the Nonrecourse Promissory Notes. With the consent of the indenture
trustee, the forbearance period extension is being negotiated to accommodate the
sale of the Partnership's remaining asset, which is currently anticipated to
occur by the end of the second quarter of 2002. Based on current market
conditions, it is unlikely that the sale of the Partnership's remaining asset
will generate sufficient proceeds to pay off the Nonrecourse Promissory Notes in
full. If the Partnership cannot sell the property for sufficient value, in
accordance with the terms of the forbearance agreement, it is likely that the
Partnership will lose its property through delivery to an auctioneer. Upon the
sale or disposal of the last property, the Partnership will terminate.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at December 31,
1999, to the liquidation basis of accounting. Consequently, assets have been
valued at estimated net realizable value and liabilities are presented at their
estimated settlement amounts, including estimated costs associated with carrying
out the liquidation. The valuation of assets and liabilities necessarily
requires many estimates and assumptions and there are substantial uncertainties
in carrying out the liquidation. The actual realization of assets and settlement
of liabilities could be higher or lower than amounts indicated and is based upon
the Managing General Partner's estimates as of the date of the consolidated
financial statements.
During the three months ended March 31, 2002, net liabilities decreased by
approximately $261,000. This decrease is primarily due to an increase in cash
and cash equivalents and a decrease in the estimated costs during the period of
liquidation partially offset by an increase in the interest payable on the
non-recourse promissory notes. The increase in cash and cash equivalents is
primarily due to operating cash generated by the Partnership's remaining asset.
The decrease in the estimated costs during the period of liquidation is
primarily due to the reduced number of months remaining until the Partnership's
liquidation. The increase in interest payable is due to the accrual of three
months of interest on the current principal balance of approximately
$11,847,000.
During the three months ended March 31, 2001, net liabilities decreased by
approximately $186,000. This decrease is primarily due to increases in the debt
trustee escrow and investment properties and a decrease in other liabilities
partially offset by decreases in cash and cash equivalents and receivables and
deposits and an increase in the interest payable on the non-recourse promissory
notes. The increase in the debt trustee escrow, as well as the decrease in cash
and cash equivalents and receivables and deposits, is due to the transfer of
excess cash of the Partnership and previously escrowed sale proceeds, held by a
title company, to the debt trustee per the forbearance agreement. The increase
in investment properties is due to an increase in the estimated fair market
value of one of the Partnership's properties. The decrease in other liabilities
is primarily due to payment of certain obligations. The increase in interest
payable is due to the accrual of three months of interest on the principal
balance of approximately $13,983,000.
The statement of net liabilities in liquidation as of March 31, 2002, includes
approximately $586,000 of costs, net of income, that the Managing General
Partner estimates will be incurred during the period of liquidation, based on
the assumption that the liquidation process will be completed by August 31,
2002. Because the success in realization of assets and the settlement of
liabilities is based on the Managing General Partner's best estimates, the
liquidation period may be shorter or extended beyond the projected period.
In light of the maturity of the Notes, no distributions were made to the limited
partners for the three month periods ended March 31, 2002 and 2001.
The following is a general description of the tax consequences that may result
to a limited partner upon the sale of the Partnership's remaining property. Each
limited partner should consult with his or her own tax advisor to determine his
or her particular tax consequences. The taxable gain and income resulting from
the sale of the Partnership's property will pass through to the limited
partners, and will likely result in income tax liability to the limited partners
without any distribution of cash from the Partnership.
Capital improvements planned for the Partnership's property are detailed below.
Commerce Plaza:
During the three months ended March 31, 2002, the Partnership did not complete
any capital improvements at Commerce Plaza. The Partnership has not budgeted
capital improvements for 2002 since it anticipates selling this property in
2002.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO owned 108 limited partnership units in the Partnership
representing 0.11% of the outstanding units as of March 31, 2002. Affiliates of
the Managing General Partner also owned 5,511 limited partnership units (8.24%)
of the Partnership's 1985 Nonrecourse Promissory Notes and 1,635 limited
partnership units (9.64%) of the Partnership's 1986 Nonrecourse Promissory Notes
as of March 31, 2002.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of California for the County of San Mateo. The plaintiffs named as
defendants, among others, the Partnership, its Managing General Partner and
several of their affiliated partnerships and corporate entities. The action
purports to assert claims on behalf of a class of limited partners and
derivatively on behalf of a number of limited partnerships (including the
Partnership) which are named as nominal defendants, challenging, among other
things, the acquisition of interests in certain Managing General Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; management of the partnerships
by the Insignia affiliates; and the series of transactions which closed on
October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties
Trust, respectively, were merged into AIMCO. The plaintiffs seek monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking dismissal
of the action. In lieu of responding to the motion, the plaintiffs filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the settlement was obtained on November 3, 1999 from the Court, at which time
the Court set a final approval hearing for December 10, 1999. Prior to the
December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case and an appeal was taken from the order on
October 5, 2000. On December 4, 2000, the Court appointed the law firm of Lieff
Cabraser Heimann & Bernstein LLP as new lead counsel for plaintiffs and the
putative class. Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001, the Managing General Partner and its affiliates filed a
demurrer to the third amended complaint. On May 14, 2001, the Court heard the
demurrer to the third amended complaint. On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds. On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs filed a fourth amended class and derivative action complaint. On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration. On
October 5, 2001, the Managing General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint, which was heard on December 11, 2001.
On February 2, 2002, the Court served its order granting in part the demurrer.
The Court has dismissed without leave to amend certain of the plaintiffs'
claims. On February 11, 2002, plaintiffs filed a motion seeking to certify a
putative class comprised of all non-affiliated persons who own or have owned
units in the partnerships. The Managing General Partner and affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered further briefing after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.
During the third quarter of 2001, a complaint (the "Heller action") was filed
against the same defendants that are named in the Nuanes action, captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended complaint. The first amended complaint in the Heller action is
brought as a purported derivative action, and asserts claims for among other
things breach of fiduciary duty; unfair competition; conversion, unjust
enrichment; and judicial dissolution. Plaintiffs in the Nuanes action filed a
motion to consolidate the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed without leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing General Partner and affiliated
defendants moved to strike the first amended complaint in its entirety for
violating the Court's July 10, 2001 order granting in part and denying in part
defendants' demurrer in the Nuanes action, or alternatively, to strike certain
portions of the complaint based on the statute of limitations. Other defendants
in the action demurred to the fourth amended complaint, and, alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions and took the matters under submission. On February 4, 2002, the
Court served notice of its order granting defendants' motion to strike the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002, the plaintiffs filed a notice appealing the order striking
the complaint.
The Managing General Partner does not anticipate that any costs, whether legal
or settlement costs, associated with these cases will be material to the
Partnership's overall operations.
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
None.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 2002.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PENSION INCOME FUND XXIII
By: FOX PARTNERS V
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION
Its Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date: