UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________to _________
Commission file number 0-13408
CENTURY PROPERTIES FUND XX
(Exact name of small business issuer as specified in its charter)
California 94-2930770
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO 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 past 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
CENTURY PROPERTIES FUND XX
STATEMENT OF NET LIABILITIES IN LIQUIDATION
(unaudited)
(in thousands)
September 30, 2004
Assets
Cash and cash equivalents $ 3
Debt trustee escrow 802
805
Liabilities
Other liabilities 81
Due to affiliates 40
Non-recourse promissory notes (Note A) 1,786
Estimated costs during the period of liquidation 202
2,109
Net liabilities in liquidation $(1,304)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XX
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(Unaudited)
(in thousands)
For the Nine Months
Ended September 30,
2004 2003
Net liabilities in liquidation at beginning of period $(1,027) $ (950)
Changes in net liabilities in liquidation attributed to:
Decrease in cash and cash equivalents (2) (41)
(Decrease) increase in debt trustee escrow (59) 65
Decrease in other liabilities 11 6
Increase in due to affiliates (40) --
Increase in non-recourse promissory notes and interest (56) (55)
(Increase) decrease in estimated costs during the
period of liquidation (131) 24
Net liabilities in liquidation at end of period $(1,304) $ (951)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XX
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
As of December 31, 1999, Century Properties Fund XX (the "Partnership" or
"Registrant") adopted the liquidation basis of accounting.
The Partnership's Nonrecourse Promissory Notes (the "Notes"), which had a
balance of principal and accrued interest of approximately $1,786,000 at
September 30, 2004, matured on November 30, 1998. The notes bear interest at
eight percent per annum. The Partnership was in default due to non-payment upon
maturity. Fox Capital Management Corporation ("FCMC" or the "Managing General
Partner") previously contacted the indenture trustee for the Notes and certain
holders of the Notes regarding this default. On October 28, 1999, the
Partnership entered into a forbearance agreement with the indenture trustee for
a period of 390 days. In turn, the Partnership agreed to (a) deliver to the
indenture trustee for the benefit of the note holders 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 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 Notes. With the consent of the indenture
trustee, the forbearance period was extended to December 15, 2001. The sale of
the Partnership's remaining asset in October 2001 did not generate sufficient
proceeds to pay off the Notes in full. The Managing General Partner is working
with the debt trustee regarding a final payment to the noteholders. Once this
payment is made, the Partnership is expected to terminate. The Managing General
Partner is a subsidiary of Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.
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. 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
financial statements.
Included in liabilities in the statement of net liabilities in liquidation as of
September 30, 2004 is approximately $202,000 of costs that the Managing General
Partner estimates will be incurred during the remaining period of liquidation
based on the assumption that the liquidation process will be completed by
September 30, 2005. Because 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 depends 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. No such expenses or reimbursements were
paid during the nine months ended September 30, 2004 and 2003.
During the nine months ended September 30, 2004, an affiliate of the Managing
General Partner advanced the Partnership approximately $40,000 to pay operating
expenses. No interest was charged on this advance.
Note C - Contingencies
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
purported to assert claims on behalf of a class of limited partners and
derivatively on behalf of a number of limited partnerships (including the
Partnership) that 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 that 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 sought monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint captioned Heller v.
Insignia Financial Group (the "Heller action") was filed against the same
defendants that are named in the Nuanes action. On or about August 6, 2001,
plaintiffs filed a first amended complaint. The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary duty, unfair competition, conversion, unjust enrichment, and
judicial dissolution.
On January 8, 2003, the parties filed a Stipulation of Settlement in proposed
settlement of the Nuanes action and the Heller action. The settlement only
benefits limited partners as of December 20, 2002 in those limited partnerships
named in the complaint that are not in the process of being liquidated or that
have already been liquidated. The Partnership's limited partners will not be
entitled to any proceeds from the settlement since the Partnership is in the
process of being liquidated, but have not compromised any potential claims as a
result of the settlement and dismissal. The Partnership's limited partners
should have received a Notice to Non-Settling Persons during April 2003 which
describes this information in more detail.
On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector
filed an appeal (the "Appeal") seeking to vacate and/or reverse the order
approving the settlement and entering judgment thereto. On April 23, 2004, the
Managing General Partner and its affiliates filed a response brief in support of
the settlement and the judgment thereto. Plaintiffs have also filed a brief in
support of the settlement. Objector filed a reply brief on June 4, 2004. Both
the Objector and plaintiffs filed briefs in connection with the second appeal.
The Court of Appeals heard oral argument on both appeals on September 22, 2004
and took the matters under submission.
The Managing General Partner does not anticipate that any costs to the
Partnership, whether legal or settlement costs, associated with this case will
be material to the Partnership's overall operations.
On August 17, 2004, the Partnership was sued, along with the Managing General
Partner, Fox Capital Management Corporation, and general partner, Fox Partners
III. 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 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 $541,776 plus interest, which
is comprised of management fees paid to Fox Partners III and outstanding
reserves allegedly due to the Trustee. The Partnership will vigorously defend
the litigation. At this time it is too early to determine whether the litigation
will have a material adverse effect on the Partnership.
As previously disclosed, the Central Regional Office of the United States
Securities and Exchange Commission (the "SEC") is conducting a formal
investigation relating to certain matters. Although the staff of the SEC is not
limited in the areas that it may investigate, AIMCO believes the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003, forecasted guidance, accounts payable, rent concessions,
vendor rebates, capitalization of payroll and certain other costs, and tax
credit transactions. AIMCO is cooperating fully. AIMCO is not able to predict
when the matter will be resolved. AIMCO does not believe that the ultimate
outcome will have a material adverse effect on its consolidated financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government regulations. Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including, without limitation: national and local
economic conditions; the terms of governmental regulations that affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates; litigation, including costs associated with
prosecuting and defending claims and any adverse outcomes. Readers should
carefully review the Registrant's financial statements and the notes thereto, as
well as the risk factors described in the documents the Registrant files from
time to time with the Securities and Exchange Commission.
As of December 31, 1999, Century Properties Fund XX (the "Partnership" or
"Registrant") adopted the liquidation basis of accounting. The Partnership's
Nonrecourse Promissory Notes (the "Notes"), which had a balance of principal and
accrued interest of approximately $1,786,000 at September 30, 2004, matured on
November 30, 1998. The notes bear interest at eight percent per annum. The
Partnership was in default due to non-payment upon maturity. Fox Capital
Management Corporation ("FCMC" or the "Managing General Partner") previously
contacted the indenture trustee for the Notes and certain holders of the Notes
regarding this default. On October 28, 1999, the Partnership entered into a
forbearance agreement with the indenture trustee for a period of 390 days. In
turn, the Partnership agreed to (a) deliver to the indenture trustee for the
benefit of the note holders 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 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
Notes. With the consent of the indenture trustee, the forbearance period was
extended to December 15, 2001. The sale of the Partnership's remaining asset in
October 2001 did not generate sufficient proceeds to pay off the Notes in full.
The Managing General Partner is working with the debt trustee regarding a final
payment to the noteholders. Once this payment is made, 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. 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
financial statements.
During the nine months ended September 30, 2004, net liabilities increased by
approximately $277,000. The increase is due to increases in the accrued interest
payable on the Notes, in amounts due to affiliate and in the estimated costs
during the period of liquidation and a decrease in the debt trustee escrow
partially offset by a decrease in other liabilities. The estimated costs during
the period of liquidation increased due to an increase in the expected legal and
administrative expenses and an increase in the expected time required to
liquidate the Partnership.
During the nine months ended September 30, 2003, net liabilities increased by
approximately $1,000. This change is primarily due to an increase in the debt
trustee escrow 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 decrease in the estimated costs during the
period of liquidation is due to a decrease in the estimated liquidation period.
Included in liabilities in the statement of net liabilities in liquidation as of
September 30, 2004 is approximately $202,000 of costs 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 September 30, 2005.
Because 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.
In light of the maturity of the Notes, no distributions were made to the limited
partners for the nine months ended September 30, 2004 and 2003.
In addition to its indirect ownership of the Managing General Partner interest
in the Partnership, AIMCO and its affiliates owned 3,950 limited partnership
units in the Partnership representing 6.39% of the outstanding units at
September 30, 2004. AIMCO and its affiliates also own 8,977 of the notes
representing 9.10% of the outstanding notes at September 30, 2004.
ITEM 3. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. The Partnership's management, with the
participation of the principal executive officer and principal financial officer
of the Managing General Partner, who are the equivalent of the Partnership's
principal executive officer and principal financial officer, respectively, has
evaluated the effectiveness of the Partnership's disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report. Based on such evaluation, the principal
executive officer and principal financial officer of the Managing General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal financial officer, respectively, have concluded that, as of the
end of such period, the Partnership's disclosure controls and procedures are
effective.
(b) Internal Control Over Financial Reporting. There have not been any changes
in the Partnership's internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Partnership's internal control
over financial reporting.
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
purported to assert claims on behalf of a class of limited partners and
derivatively on behalf of a number of limited partnerships (including the
Partnership) that 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 that 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 sought monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint, captioned Heller v.
Insignia Financial Group (the "Heller action") was filed against the same
defendants that are named in the Nuanes action. On or about August 6, 2001,
plaintiffs filed a first amended complaint. The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary duty, unfair competition, conversion, unjust enrichment, and
judicial dissolution.
On January 8, 2003, the parties filed a Stipulation of Settlement in proposed
settlement of the Nuanes action and the Heller action. The settlement only
benefits limited partners as of December 20, 2002 in those limited partnerships
named in the complaint that are not in the process of being liquidated or that
have already been liquidated. The Partnership's limited partners will not be
entitled to any proceeds from the settlement since the Partnership is in the
process of being liquidated, but have not compromised any potential claims as a
result of the settlement and dismissal. The Partnership's limited partners
should have received a Notice to Non-Settling Persons during April 2003 which
describes this information in more detail.
On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector
filed an appeal (the "Appeal") seeking to vacate and/or reverse the order
approving the settlement and entering judgment thereto. On April 23, 2004, the
Managing General Partner and its affiliates filed a response brief in support of
the settlement and the judgment thereto. Plaintiffs have also filed a brief in
support of the settlement. Objector filed a reply brief June 4, 2004. Both the
Objector and plaintiffs filed briefs in connection with the second appeal. The
Court of Appeals heard oral argument on both appeals on September 22, 2004 and
took the matters under submission.
The Managing General Partner does not anticipate that any costs to the
Partnership, whether legal or settlement costs, associated with this case will
be material to the Partnership's overall operations.
On August 17, 2004, the Partnership was sued, along with the Managing General
Partner, Fox Capital Management Corporation, and general partner, Fox Partners
III. 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 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 $541,776 plus interest, which
is comprised of management fees paid to Fox Partners III and outstanding
reserves allegedly due to the Trustee. The Partnership will vigorously defend
the litigation. At this time it is too early to determine whether the litigation
will have a material adverse effect on the Partnership.
ITEM 6. EXHIBITS
See Exhibit Index attached.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XX
By: FOX PARTNERS III
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION
Its Managing General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
By: /s/Stephen B. Waters
Stephen B. Waters
Vice President
Date: November 12, 2004
EXHIBIT INDEX
Exhibit
2 NPI, Inc. Stock Purchase Agreement, dated as of August 17,
1995, incorporated by reference to the Partnership's Current
Report on Form 8-K dated August 17, 1995.
3.4 Agreement of Limited Partnership, incorporated by reference to
Exhibit A to the Prospectus of the Partnership dated February
22, 1984, and November 8, 1984, and thereafter supplemented
contained in the Partnership Registration Statement on Form
S-11 (Reg. No. 2-88615).
31.1 Certification of equivalent of Chief Executive Officer
pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of equivalent of Chief Financial Officer
pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
Exhibit 31.1
CERTIFICATION
I, Martha L. Long, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Century Properties
Fund XX;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based
on such evaluation; and
(c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small
business issuer's fourth fiscal quarter in the case of an quarterly
report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control over
financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Date: November 12, 2004
/s/Martha L. Long
Martha L. Long
Senior Vice President of Fox Capital
Management Corporation, equivalent of the
chief executive officer of the Partnership
Exhibit 31.2
CERTIFICATION
I, Stephen B. Waters, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Century Properties
Fund XX;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based
on such evaluation; and
(c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small
business issuer's fourth fiscal quarter in the case of an quarterly
report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control over
financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Date: November 12, 2004
/s/Stephen B. Waters
Stephen B. Waters
Vice President of Fox Capital Management
Corporation, equivalent of the chief
financial officer of the Partnership
Exhibit 32.1
Certification of CEO and CFO
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-QSB of Century Properties
Fund XX (the "Partnership"), for the quarterly period ended September 30, 2004
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Martha L. Long, as the equivalent of the Chief Executive Officer of
the Partnership, and Stephen B. Waters, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership.
/s/Martha L. Long
Name: Martha L. Long
Date: November 12, 2004
/s/Stephen B. Waters
Name: Stephen B. Waters
Date: November 12, 2004
This certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.