SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
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 0-9242
Century Properties Fund XIV
(Exact name of Registrant as specified in its charter)
California 94-2535195
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5665 Northside Drive N.W., Ste. 370, Atlanta, Georgia 30328
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (404) 916-9090
N/A
Former name, former address and fiscal year, if changed since last report.
Indicate by check mark whether Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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_____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12, 13, or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date __________________.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets
June 30, December 31,
1995 1994
(Unaudited) (Audited)
Assets
Cash and cash equivalents $ 1,518,000 $ 714,000
Other assets 1,074,000 1,136,000
Real Estate:
Real estate 54,195,000 53,142,000
Accumulated depreciation (22,532,000) (21,751,000)
Allowance for impairment of value (4,810,000) (4,205,000)
------------ ------------
Real estate, net 26,853,000 27,186,000
Deferred costs, net 603,000 639,000
------------ ------------
Total assets $ 30,048,000 $ 29,675,000
============ ============
Liabilities and Partners' Equity
Notes payable $ 21,385,000 $ 21,480,000
Deferred interest, accrued expenses and
other liabilities 1,637,000 1,286,000
------------ ------------
Total liabilities 23,022,000 22,766,000
------------ ------------
Commitments and Contingencies
Partners' Equity:
General partners 27,000 25,000
Limited partners (64,806 units outstanding at
June 30, 1995 and December 31, 1994) 6,999,000 6,884,000
------------ ------------
Total partners' equity 7,026,000 6,909,000
------------ ------------
Total liabilities and partners' equity $ 30,048,000 $ 29,675,000
============ ============
See notes to consolidated financial statements.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
Consolidated Statements of Operations (Unaudited)
For the Six Months Ended
June 30, 1995 June 30, 1994
Revenues:
Rental $ 4,346,000 $ 3,867,000
Interest and other income 503,000 98,000
----------- ----------
Total revenues 4,849,000 3,965,000
----------- ----------
Expenses:
Operating 2,091,000 1,970,000
Interest 1,132,000 1,239,000
Depreciation 781,000 766,000
General and administrative 123,000 393,000
Provision for loss on sale 605,000 --
----------- ----------
Total expenses 4,732,000 4,368,000
----------- ----------
Net income (loss) $ 117,000 $ (403,000)
=========== ==========
Net income (loss) per limited partnership unit $ 2 $ (6)
=========== ==========
See notes to consolidated financial statements.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
Consolidated Statements of Operations (Unaudited)
For the Three Months Ended
June 30, 1995 June 30, 1994
Revenues:
Rental $ 2,227,000 $ 1,940,000
Interest and other income 495,000 57,000
----------- ----------
Total revenues 2,722,000 1,997,000
----------- ----------
Expenses:
Operating 1,129,000 984,000
Interest 567,000 618,000
Depreciation 398,000 383,000
General and administrative 48,000 220,000
Provision for loss on sale 605,000 --
----------- ----------
Total expenses 2,747,000 2,205,000
----------- ----------
Net loss $ (25,000) $ (208,000)
=========== ==========
Net loss per limited partnership unit -- $ (3)
=========== ==========
See notes to consolidated financial statements.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended
June 30, 1995 June 30, 1994
Operating Activities:
Net income (loss) $ 117,000 $ (403,000)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 875,000 867,000
Provision for loss on sale 605,000 --
Deferred costs paid (42,000) (65,000)
Changes in operating assets and liabilities:
Other assets 62,000 16,000
Deferred interest, accrued expenses and
other liabilites 351,000 131,000
---------- ----------
Net cash provided by operating activities 1,968,000 546,000
---------- ----------
Investing Activities:
Additions to real estate (1,053,000) (231,000)
---------- ----------
Cash (used in) investing activities (1,053,000) (231,000)
---------- ----------
Financing Activities:
Notes payable principal payments (111,000) (184,000)
---------- ----------
Cash (used in) financing activities (111,000) (184,000)
---------- ----------
Increase in Cash and Cash Equivalents 804,000 131,000
Cash and Cash Equivalents at Beginning of Period 714,000 5,717,000
---------- ----------
Cash and Cash Equivalents at End of Period $ 1,518,000 $ 5,848,000
========== ==========
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the period $ 1,053,000 $ 1,095,000
========== ==========
See notes to consolidated financial statements.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General
The accompanying financial statements, footnotes and discussions should be
read in conjunction with the financial statements, related footnotes and
discussions contained in the Partnership's Annual Report for the year
ended December 31, 1994. Certain accounts have been reclassified to
conform to the current period.
The financial information contained herein is unaudited. In the opinion
of management, however, all adjustments necessary for a fair presentation
of such financial information have been included. All adjustments are of a
normal recurring nature, except as discussed in Notes 3 and 5.
The results of operations for the six and three months ended June 30, 1995
and 1994 are not necessarily indicative of the results to be expected for
the full year.
2. Transactions with Related Parties
(a) An affiliate of NPI, Inc. received reimbursement of administrative
expenses amounting to $72,000 and $99,000 during the six months ended
June 30, 1995 and 1994. These reimbursements are included in general
and administrative expenses.
(b) An affiliate of NPI, Inc., is entitled to receive 5% of annual gross
receipts from all residential properties it manages. For the period
ended June 30, 1995 and 1994, affiliates of NPI, Inc. received
$131,000 and $81,000, respectively, which are included in operating
expenses.
3. Condemnation Settlement
In April 1995, the Partnership received $250,000 as a settlement with the
City of Bozeman in connection with a right of way agreement pertaining to
the condemnation of part of the property at the Partnership's University
Square Shopping Center property. The condemnation will enable the City of
Bozeman and the State of Montana to undertake substantial road
improvements. The condemnation will not affect any of the structures at
the property, nor does MGP believe it will adversely affect the property.
An additional parcel of land was acquired in the settlement and will
enable the Partnership to develop an out parcel with separate access to
the shopping center. The Partnership will, however, be required to
construct new access roads to the property and to move its shopping center
sign at a cost of approximately $100,000. The net settlement of $150,000
is included in interest and other income for the six and three month
periods ended June 30, 1995.
4. Legal Proceedings
On May 19, 1995 final approval was given by the Court to a settlement
agreement relating to the tender offer litigation. As required by the
terms of the settlement agreement, DeForest Ventures I L.P. ("DeForest")
commenced a second tender offer (the "Second Tender Offer") on June 2,
1995 for units of limited partnership in the Partnership. Pursuant to the
Second Tender Offer, DeForest acquired an additional 2,188 limited
partnership units of the Partnership.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Subsequent Events and Provision for Loss
(a) In June 1995, the Partnership contracted to sell its Greenbriar Plaza
Shopping Center property for $1,050,000. If the sale is consummated,
the Partnership expects to receive net proceeds of approximately
$900,000. For financial statement purposes, the Partnership has
recorded a $605,000 provision for loss on sale of the property during
the period ended June 30, 1995. The sale is expected to close during
the third quarter of 1995.
(b) In June 1995, the Partnership contracted to sell its Duck Creek
Shopping Center property for $2,250,000. The sale is contingent upon
the buyers completion of its environmental review. If the sale is
consummated, the Partnership expects to receive net proceeds of
approximately $2,100,000. For financial statement purposes, the
Partnership would recognize a gain on the sale. The sale is expected
to close during the fourth quarter of 1995.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
This item should be read in conjunction with the Consolidated Financial
Statements and other Items contained elsewhere in this Report.
Liquidity and Capital Resources
Registrant's real estate properties consist of seven commercial properties
located in Texas, California and Montana and three residential apartment
complexes located in Nevada and Arizona. The properties are leased to tenants
subject to leases with original lease terms ranging from six months to one
year for residential properties and with remaining lease terms of up to twenty
years for commercial properties. Registrant receives rental income from its
properties and is responsible for operating expenses, administrative expenses,
capital improvements and debt service payments. As of August 1, 1995, nine of
the nineteen properties originally purchased by Registrant were sold or
otherwise disposed. Registrant anticipates marketing selected properties for
sale during 1995.
All of Registrant's properties, except St. Charleston Village and Torrey
Pines, generated positive cash flow for the six months ended June 30, 1995.
The cash flow deficits at Registrant's St. Charleston Village and Torrey Pines
properties were attributable to significant capital improvements incurred
during the six months ended June 30, 1995. As described in Item 1, Note 5,
Registrant has contracted to sell its Greenbriar Plaza Shopping Center and
Duck Creek Shopping Center properties. If the sales are consummated,
Registrant would receive net proceeds of approximately $900,000 and
$2,100,000, respectively. In April 1995, Registrant reached a settlement with
the City of Bozeman in the amount of $250,000 in connection with a right of
way agreement pertaining to the condemnation of part of the property at the
Partnership's University Square Shopping Center property. The condemnation
will enable the City of Bozeman and State of Montana to undertake substantial
road improvements. The condemnation will not affect any of the structures at
the property, nor does MGP believe it will adversely affect the property. An
additional parcel of land was acquired in the settlement and will enable the
Partnership to develop an out parcel with separate access to the shopping
center. Registrant will, however, be required to construct new access roads
to the property and to move its shopping center sign at a cost of
approximately $100,000. In May 1995, Registrant accepted a release of the
assignor's guarantee from a vacating tenant at Registrant's The Oaks Shopping
Center property. In July 1995, the vacant space was re-leased for a ten year
period at the same terms and conditions as the previous tenant.
Registrant uses working capital reserves provided from any undistributed cash
flows from operations as its primary source of liquidity. In order to
preserve working capital reserves required for necessary capital improvements
to properties and to provide resources for potential refinancing of properties
with balloon payments (with maturity dates beginning in 1996), cash
distributions from operations remained suspended during 1995 as they were in
prior years. It is anticipated that cash distributions from operations will
continue to be suspended until additional properties are sold. Upon the sale
of a property, it is anticipated that all or a portion of the sales proceeds
will be distributed.
The level of liquidity based upon cash and cash equivalents improved by
$804,000 at June 30, 1995, as compared to December 31, 1994. Registrant's
$1,968,000 of cash provided by operating activities was only partially offset
by $1,053,000 of cash used for improvements to real estate (investing
activities) and $111,000 of cash used in notes payable principal payments
(financing activities). An extensive siding repair program is required at St.
Charleston Village and Torrey Pines Village Apartments. The program began in
1994 and is expected to be completed by the end of 1995. To date, Registrant
has expended approximately $875,000 of the estimated cost of approximately $1
million.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources (Continued)
The project is being funded from cash flow from operations, established
replacement reserves and working capital reserves. All other increases
(decreases) in certain assets and liabilities are the result of the timing of
receipt and payment of various operating activities.
Working capital reserves are invested in a money market account or in
repurchase agreements secured by United States Treasury obligations. The
Managing General Partner believes that, if market conditions remain relatively
stable, cash flow from operations, when combined with working capital
reserves, will be sufficient to fund required capital improvements and regular
debt service payments until May 1996, when balloon payments (including
deferred interest) of $2,841,000 are due on Registrant's The Oaks Shopping
Center property. Registrant will attempt to extend the due date of the loans
or find replacement financing. Although management is confident that the
loans can be refinanced, if the loans are not refinanced or extended, or the
property is not sold, Registrant could lose this property through foreclosure.
If the property is lost through foreclosure, Registrant would recognize a gain
for financial reporting purposes.
As required by the terms of the settlement of the actions brought against,
among others, DeForest Ventures I L.P. ("DeForest") relating to the tender
offer made by DeForest in October 1994 (the "First Tender Offer") for units of
limited partnership interest in Registrant and certain affiliated
partnerships, DeForest commenced a second tender offer (the "Second Tender
Offer") on June 2, 1995 for units of limited partnership interest in
Registrant. Pursuant to the Second Tender Offer, DeForest acquired an
additional 2,188 units of Registrant which, when added to the units acquired
during the First Tender Offer, represents approximately 40.8% of the total
number of outstanding units of Registrant. The Managing General Partner
believes that the tender will not have a significant impact on future
operations or liquidity of Registrant (see Part II, Item 1, Litigation). Also
in connection with the settlement, an affiliate of the Managing General
Partner has made available to Registrant a credit line of up to $150,000 per
property owned by Registrant. Based on present plans, management does not
anticipate the need to borrow in the near future.
At this time it appears that the investment objective of capital growth will
not be attained and that investors will not receive a return of all their
invested capital. The extent to which invested capital is returned to
investors is dependent upon the performance of Registrant's remaining
properties and the markets in which such properties are located and on the
sales price of the remaining properties. In this regard, some or all of the
remaining properties have been held longer than originally expected. The
ability to hold and operate these properties is dependent on Registrant's
ability to obtain financing, refinancing or debt modification as required.
Real Estate Market
The national real estate market suffered from the effects of the real estate
recession including, but not limited to, a downward trend in market values of
existing properties. In addition, the bailout of the savings and loan
associations and sales of foreclosed properties by auction reduced market
values and caused a further restriction on the ability to obtain credit.
These factors caused a decline in market property values and served to reduce
market rental rates and/or sales prices. Management believes, however, that
the emergence of new institutional purchasers, including real estate
investment trusts and insurance companies, relatively low interest rates and
the improved economy, have created a more favorable market for Registrant's
properties.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Six Months Ended June 30, 1995 vs. June 30, 1994
Operating results improved by $520,000 for the six months ended June 30, 1995,
as compared to 1994, due to an increase in revenues of $884,000, which was
partially offset by an increase in expenses of $364,000.
Revenues increased by $884,000 due to increases in rental income of $479,000
and interest and other income of $405,000. Rental revenues increased due to
an increase in rental rates at Registrant's St. Charleston Village Apartments,
Sun River Apartments, Duck Creek Shopping Center and University Square
Shopping Center properties, which were slightly offset by a decrease in rental
rates at Registrant's Broadway Trade Center property. In addition, occupancy
increased at Registrant's Broadway Trade Center, Gateway Park and University
Square Shopping Center properties, which were significantly offset by a
decrease in occupancy at Registrant's Wingren Plaza property. Although
physical occupancy at Registrant's The Oaks Shopping Center property
decreased, Registrant was able to maintain rental revenue for the period due
to the receipt of a payment for the release of the assignor's guarantee from a
vacating tenant. Occupancy remained relatively constant at Registrant's other
properties. Other income increased due to the net proceeds received from a
right of way settlement involving Registrant's University Square Shopping
Center property and proceeds received for the release of the assignor's
guarantee from a vacating tenant at Registrant's The Oaks Shopping Center
property, which were partially offset by a decrease in interest income due to
a decrease in average working capital reserves available for investment.
Expenses increased by $364,000 due to a $605,000 provision for loss on sale of
Registrant's Greenbriar Plaza Shopping Center along with increases in
operating expense of $121,000 and depreciation expense of $15,000, which were
partially offset by decreases in interest expense of $107,000 and general and
administrative expense of $270,000. Operating expenses increased primarily
due to exterior painting at Registrant's St. Charleston Village Apartments and
Torrey Pines Village Apartments properties. Depreciation expense increased
primarily due to fixed asset additions at Registrant's St. Charleston Village
Apartments and Torrey Pines Village Apartments properties. Interest expense
declined due to the pay-off of the mortgage encumbering Registrant's Duck
Creek Shopping Center in September 1994 and mortgage principal amortization.
General and administrative expenses decreased due to a reduction in asset
management costs.
Three Months Ended June 30, 1995 vs. June 30, 1994
Operating results improved by $183,000 for the three months ended June 30,
1995, as compared to 1994, due to an increase in revenues of $725,000, which
was partially offset by an increase in expenses of $542,000.
Revenues increased by $725,000 due to increases in rental income of $287,000
and interest and other income of $438,000. Rental revenues increased due to
an increase in rental rates at Registrant's St. Charleston Village Apartments,
Sun River Apartments and Duck Creek Shopping Center properties, which were
slightly offset by a decrease in rental rates at Registrant's Broadway Trade
Center property.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Three Months Ended June 30, 1995 vs. June 30, 1994 (Continued)
In addition, occupancy increased at Registrant's Broadway Trade Center and
University Square Shopping Center properties, which were significantly offset
by a decrease in occupancy at Registrant's Wingren Plaza property. Although
physical occupancy at Registrant's The Oaks Shopping Center property
decreased, Registrant was able to maintain rental revenue for the period due
to the receipt of a payment for the release of the assignor's guarantee from a
vacating tenant. Occupancy remained relatively constant at Registrant's other
properties. Other income increased due to the net proceeds received from a
right of way settlement involving Registrant's University Square Shopping
Center property and the proceeds received for the release of the assignor's
guarantee paid by a vacating tenant at Registrant's The Oaks Shopping Center
property, which were partially offset by a decrease in interest income due to
a decrease in average working capital reserves available for investment.
Expenses increased by $542,000 due to a $605,000 provision for loss on sale of
Registrant's Greenbriar Plaza Shopping Center along with increases in
operating expense of $145,000 and depreciation expense of $15,000, which were
partially offset by decreases in interest expense of $51,000 and general and
administrative expense of $172,000. Operating expenses increased primarily
due to exterior painting at Registrant's St. Charleston Village Apartments and
Torrey Pines Village Apartments properties. Depreciation expense increased
primarily due to fixed asset additions at Registrant's St. Charleston Village
Apartments and Torrey Pines Village Apartments properties. Interest expense
declined due to the pay-off of the mortgage encumbering Registrant's Duck
Creek Shopping Center in September 1994 and mortgage principal amortization.
General and administrative expenses decreased due to a reduction in asset
management costs.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Properties
A description of the properties in which Registrant has an ownership interest
during the period covered by this Report, along with occupancy data, follows:
CENTURY PROPERTIES FUND XIV
OCCUPANCY SUMMARY
Average
Occupancy Rate (%)
--------------------------
Number of Six Months Three Months
Units or Ended Ended
Square Date of June 30, June 30,
Name and Location Footage Type Purchase 1995 1994 1995 1994
- ----------------- ------- ---- -------- ---- ---- ---- ----
Torrey Pines Village
Apartments 204 Apartment 09/79 96 96 96 96
Las Vegas, Nevada Building
St. Charleston Village
Apartments 312 Apartment 09/79 96 97 97 97
Las Vegas, Nevada Building
University Square
Shopping Center 127,000 Shopping 12/79 98 96 99 96
Bozeman, Montana Center
Gateway Park 33,000 Industrial 10/80 91 88 89 91
Dublin, California Park
Wingren Plaza 39,000 Office 06/80 83 88 79 88
Dallas, Texas Building
Greenbriar Plaza
Shopping Center 66,000 Shopping 12/79 88 89 88 89
Duncanville, Texas Center
The Oaks Shopping 82,000 Shopping 09/80 80 93 75 91
Center Center
Beaumont, Texas
Sun River Apartments 334 Apartment 11/80 98 97 98 98
Tempe, Arizona Building
Broadway Trade Center 121,000 Industrial 01/81 99 86 100 87
San Antonio, Texas Park
Duck Creek Shopping
Center 58,000 Shopping 01/81 100 99 100 99
Garland, Texas Center
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
PART II - OTHER INFORMATION
Item 1. Litigation
Lawrence M. Whiteside, on behalf of himself and all others similarly
situated, v. Fox Capital Management Corporation et al., Superior Court
of the State of California, San Mateo County, Case No. 390018.
Bonnie L. Ruben and Sidney Finkel, on behalf of themselves and all
others similarly situated, v. DeForest Ventures I L.P., et al., United
States District Court, Northern District of Georgia, Atlanta Division,
Case No. 1-94-CV-2983-JEC.
Roger L. Vernon, individually and on behalf of all similarly situated
persons v. DeForest Ventures I L.P. et al., Circuit Court of Cook
County, County Departments, Chancery Division, State of Illinois, Case
No. 94CH0100592.
James Andrews, et al., on behalf of themselves and all others similarly
situated v. Fox Capital Management Corporation, et al., United States
District Court, Northern District of Georgia, Atlanta Division, Case No.
1-94-CV-3351-JEC.
On May 19, 1995, the Court gave final approval to the settlement
agreement entered into, in March 1995, by the plaintiffs and the
defendants in the above actions. Pursuant to the Court's order, all
claims made by the plaintiffs were dismissed with prejudice subject to
the defendants compliance with the settlement agreement. As required by
the settlement agreement, DeForest Ventures I L.P. ("DeForest") and
DeForest Ventures II L.P. commenced a tender offer for units of limited
partnership interest in Registrant as well as 18 other affiliated
partnerships on June 2, 1995 and implemented the other provisions of the
settlement agreement. See Part I, Item 2, "Management's Discussion and
Analysis of Financial Condition."
Item 6. Exhibits and Reports on Form 8-K.
No report on Form 8-K was required to be filed during the period.
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CENTURY PROPERTIES FUND XIV - FORM 10-Q - JUNE 30, 1995
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 thereunto duly authorized.
CENTURY PROPERTIES FUND XIV
By: FOX CAPITAL MANAGEMENT CORPORATION,
A General Partner
/S/ ARTHUR N. QUELER
Secretary/Treasurer and Director
(Principal Financial Officer)
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