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 14, 2005
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 5.02 Departures of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On July 14, 2005, Apartment Investment and Management Company ("Aimco")
announced the appointment of Robert Y. Walker IV as senior vice president and
chief accounting officer effective January 2006. Mr. Walker will also serve as
chief accounting officer of the Partnership's Managing General Partner (the
"Managing General Partner"). Mr. Walker will join Aimco as senior vice president
on August 1, 2005.
As previously announced, Thomas M. Herzog, the current chief accounting officer
of Aimco and the Managing General Partner, will be succeeding Paul McAuliffe as
chief financial officer in January 2006 when Mr. McAuliffe assumes a senior
advisory role as an executive vice president supporting Aimco in various capital
markets activities. Mr. Herzog has served as senior vice president and chief
accounting officer of Aimco since January 2004 and of the Managing General
Partner since February 2004.
Mr. Walker, 39, is a certified public accountant. Since June 2002, Mr. Walker
has been senior vice president and chief financial officer at Miller Global
Properties, LLC, a Denver-based private equity, real estate fund manager.
Through its six real estate funds, Miller Global Properties, LLC has acquired or
developed over 70 office and hotel investments in the United States and Europe.
From May 1997 to June 2002, Mr. Walker was employed by GE Capital Real Estate,
serving as global controller in Stamford, Connecticut from May 2000 to June
2002. None of the companies where Mr. Walker has worked in the previous five
years is a parent, subsidiary or other affiliate of the Partnership or its
Managing General Partner. Mr. Walker has no family relationship with any
director, executive officer, or any person nominated or chosen by the
Partnership or its Managing General Partner to become a director or executive
officer of the Partnership or its Managing General Partner.
Aimco has agreed to pay Mr. Walker a base salary of $250,000 per year and a
performance bonus, which is guaranteed to be at least $250,000 in 2005 and 2006.
On the date Mr. Walker begins employment with Aimco, he will receive two grants
of restricted stock. The first grant will be a number of shares equal to
$250,000 divided by the average closing price of Aimco common stock on the New
York Stock Exchange over the 30 trading days immediately prior to his start date
(the "Average Price"). The first grant of restricted shares will vest on the
one-year anniversary of the start date. The second grant will be a number of
shares equal to $500,000 divided by the Average Price. The restricted shares
will vest annually over five years - 20% on each anniversary of the grant date,
beginning with the first anniversary. If Mr. Walker is terminated by Aimco
(other than for cause) then the vesting of the restricted shares will accelerate
and all unvested shares will become immediately vested. If, during the vesting
period, Aimco terminates Mr. Walker for cause or he voluntarily terminates his
employment with Aimco for any reason, he will immediately forfeit all unvested
restricted shares. During the vesting period, Mr. Walker will be entitled to
dividends on the restricted shares. He will also receive an incentive stock
option to purchase the same number of shares as are subject to the second grant
of restricted stock, at an exercise price equal to the closing price of Aimco
common stock on the last business day immediately prior to his start date. These
options will vest annually over five years - 20% on each anniversary of the
grant date, beginning with the first anniversary. Except for Mr. Walker's
currently proposed employment arrangements, since January 1, 2004, there have
not been any transactions, nor are there any currently proposed transactions, to
which the Partnership or its Managing General Partner or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $60,000 and in
which Mr. Walker had, or will have, a direct or indirect material interest.
A copy of Aimco's press release, dated July 14, 2005, is included as Exhibit
99.1 to this report and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
Exhibit Number Description
99.1 Press Release, dated July 14, 2005, of Apartment
Investment and Management Company (Exhibit 99.1 to the
Current Report on Form 8-K, dated July 14, 2005, of
Apartment Investment and Management Company and AIMCO
Properties, L.P. is incorporated herein by reference).
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
By: Fox Partners V Inc.
General Partner
By: Fox Capital Management Corporation
Managing General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: July 14, 2005
Exhibit 99.1
Apartment Investment and Management Company
Contact:
(Media) Judy Stowell 303-793-4621
(Investor Relations) Jennifer Martin 303-691-4440
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
NAMES NEW CHIEF ACCOUNTING OFFICER
DENVER, COLORADO, July 14, 2005
Apartment Investment and Management Company ("Aimco") (NYSE: AIV) today
announced that Robert Y. Walker IV has been named senior vice president and
chief accounting officer effective January 2006, succeeding Thomas M. Herzog,
who will become chief financial officer (CFO).
Mr. Walker will join Aimco on August 1, 2005, to begin an orderly transition to
the role of chief accounting officer, with Mr. Herzog assuming CFO duties in
January 2006.
Since June 2002, Mr. Walker has been senior vice president and chief financial
officer at Miller Global Properties, LLC, a Denver-based private equity, real
estate fund manager. Through its six real estate funds, Miller Global has
acquired or developed over 70 office and hotel investments in the United States
and Europe. From May 1997 to June 2002, Mr. Walker was with GE Capital Real
Estate, serving more recently as global controller in Stamford, Connecticut.
"I'm thrilled to see someone of Rob's caliber step in to fill Tom Herzog's shoes
in this very important role," said Terry Considine, Aimco's chairman of the
board and chief executive officer. "I am confident he will provide the kind of
leadership his new position demands, and that he will continue the high
standards already set by Tom."
"I am very pleased that Rob has decided to join the Aimco team," said Tom
Herzog. "I had the pleasure of working with Rob at GE Capital Real Estate and
know he has the talent and dedication to help shape Aimco's success."
Mr. Walker is a certified public accountant and also has worked for Dain
Rauscher, Prentiss Properties Limited, Inc., and Ernst & Young, all in Dallas,
Texas. He is a graduate of The University of Texas at Austin and holds an MBA
degree from the University of North Texas.
Aimco is a real estate investment trust headquartered in Denver, Colorado, that
owns and operates a geographically diversified portfolio of apartment
communities through 22 regional operating centers. Aimco, through its
subsidiaries, operates approximately 1,475 properties, including approximately
260,000 apartment units, and serves approximately one million residents each
year. Aimco's properties are located in 47 states, the District of Columbia and
Puerto Rico. Aimco common shares are included in the S&P 500.