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) May 12, 2005
CENTURY PROPERTIES FUND XIX
(Exact name of Registrant as specified in its charter)
South Carolina 0-11935 94-887133
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification Number)
organization)
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 1.01 Entry into a Material Definitive Agreement.
Century Properties Fund XIX (the "Registrant") owns a 100% interest in Misty
Woods CPF 19 Limited Partnership, a Delaware limited partnership (the
"Partnership"). The Partnership owns Misty Woods Apartments, a 228-unit
apartment complex located in Charlotte, North Carolina ("Misty Woods"). On May
19, 2005, the Partnership, and eight other partnerships that own apartment
complexes containing 1,666 units, collectively (the "Selling Partnerships"),
entered into a Purchase and Sale Contract (the "Purchase Agreement") with a
third party, Juniper Investment Group, Ltd., a Texas limited partnership (the
"Purchaser") to sell the nine apartment complexes owned by the Partnerships to
the Purchaser for a total sales price of $62,300,000, of which $6,550,000
represents the sales price for Misty Woods. Each of the Selling Partnerships is
affiliated with AIMCO Properties, L.P., an affiliate of the general partner of
the Partnership ("AIMCO Properties").
The following is a summary of the terms and conditions of the Purchase
Agreement, which summary is qualified in its entirety by reference to the
Purchase Agreement, a copy of which will be filed with the Registrant's Form
10-QSB for the quarterly period ended June 30, 2005.
PURCHASE PRICE. The total purchase price is $62,300,000, of which approximately
$6,550,000 represents the sales price for Misty Woods, subject to certain
prorations and adjustments at the closing. The Purchaser delivered an initial
deposit of $375,000, of which $100,000 is nonrefundable. The Partnership is
allocated approximately $41,250 of the initial deposit, of which approximately
$11,000 is nonrefundable.
CLOSING. The expected closing date for the transaction is August 4, 2005. The
Purchaser has the right to extend the closing for up to thirty days by
delivering written notice and delivering an additional (non-refundable) payment
of $100,000, of which approximately $11,000 would be allocated to the
Partnership.
COSTS AND FEES. With respect to Misty Woods, the Purchaser will pay sales, use,
gross receipts or similar taxes, recording costs, any premiums or fees required
to be paid with respect to the title policy and one half of the customary
closing costs of the escrow agent. The Partnership will pay the transfer taxes
and one-half of the customary closing costs of the escrow agent. With respect to
the other eight apartment complexes, the costs and fees to be paid by the
Purchaser and respective selling partnership vary according to the state in
which the apartment complex is located.
REPRESENTATIONS AND WARRANTIES. The Partnerships and the Purchaser each made
limited representations and warranties to the other.
RISK OF LOSS. The risk of loss or damage to the nine apartment complexes by
reason of any insured or uninsured casualty during the period through and
including the closing date will be borne by the Partnerships. The Partnerships
must maintain all of their existing insurance coverage on the nine apartment
complexes in full force and effect until the closing date.
ASSIGNMENT. With the exception of an assignment to an affiliate of the
Purchaser, the Purchase Agreement is not assignable by the Purchaser without
first obtaining the prior written approval of the Partnerships.
DEFAULTS AND REMEDIES. If the Purchaser defaults in its obligations to deliver
when required any required deposits, the purchase price or any other specified
deliveries, then, immediately and without notice or cure, the Purchaser shall
forfeit such deposits to the Partnerships, and neither party shall be obligated
to proceed with the purchase and sale of the nine apartment complexes. The
Partnerships expressly waive the remedies of specific performance and additional
damages for any such defaults by the Purchaser.
If the Partnerships, prior to the closing, default in their representations,
warranties, covenants, or obligations then the Purchaser has the option of (i)
seeking specific performance of the Partnership's obligation to deliver the deed
pursuant to the Purchase Agreement or (ii) terminating the Purchase Agreement
and have returned any deposits made by the Purchaser, and recovering, as its
sole recoverable damages its documented direct and actual out-of-pocket expenses
and costs up to $25,000 per apartment.
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 XIX
(a South Carolina Limited Partnership)
By: Fox Partners II
General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: May 25, 2005