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) August 17, 2004 CENTURY PENSION INCOME FUND XXIII (Exact name of Registrant as specified in its charter) California 0-14528 94-2963120 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation 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 8.01 Other Events. On August 17, 2004 Century Pension Income Fund XXIII ("CPIF") was sued, along with CPIF's managing general partner, Fox Capital Management Corporation and its general partner, Fox Partners V. The suit was brought in the Supreme Court of the State of New York, New York County by J.P. Morgan Trust Company, N.A., ("Trustee") formerly Chase Manhattan Bank & Trust Company, N.A., as Trustee under the Trust Indenture dated as of February 22, 1984. The Trustee alleges claims of breach of contract, money had and received, and unjust enrichment based on defendants' alleged breaches of their obligations under a Forbearance Agreement dated as of November 3, 1999. The Trustee seeks the payment of certain funds that it contends were improperly withheld or misappropriated under the Forbearance Agreement. In its breach of contract claim, the Trustee claims that it is entitled to $713,151 plus interest, which is comprised of management fees paid to Fox Partners V and outstanding reserves allegedly due to the Trustee. CPIF will vigorously defend the litigation. At this time it is premature to determine whether the litigation will have a material adverse effect on CPIF. 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 PENSION INCOME FUND XXIII (a California Limited Partnership) By: Fox Partners V General Partner By: Fox Capital Management Corporation Managing General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President Date: September 23, 2004