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) December 21, 2011
CENTURY PROPERTIES FUND XVI
(Exact name of Registrant as specified in its charter)
| California | 0-10435 | 94-2704651 |
| (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))
Century Properties Fund XVI, a California limited partnership (the “Registrant”), owns a 100% interest in Woods of Inverness CPF 16, L.P., a Delaware limited partnership (the “Partnership”). The Partnership owned Woods of Inverness Apartments (“Woods of Inverness”), a 272-unit apartment complex located in Houston, Texas. As previously disclosed, on November 1, 2011, the Partnership entered into a Purchase and Sale Contract with a third party, Commerce Capital Partners, LLC, a Delaware limited liability company (the
“Purchaser”) to sell Woods of Inverness to the Purchaser for a total sales price of $9,000,000.
On December 21, 2011, the Partnership and Purchaser entered into a First Amendment to Purchase and Sale Contract (the “First Amendment”) pursuant to which the closing date was moved to December 21, 2011.
This summary of the terms and conditions of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as an exhibit.
Pursuant to the terms of the First Amendment, the Partnership sold Woods of Inverness to the Purchaser on December 21, 2011. Woods of Inverness was the Partnership’s sole investment property and the Registrant’s interest in the Partnership is its sole investment.
In accordance with the terms of the Registrant’s partnership agreement, the Registrant’s managing general partner is currently evaluating the cash requirements of the Registrant to determine what portion of the net sales proceeds will be available to distribute to the Registrant’s partners.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.17 First Amendment to Purchase and Sale Contract between Woods of Inverness CPF 16, L.P., a Delaware limited partnership, and ComCapp Woods of Inverness, LLC, a Texas limited liability company, dated December 21, 2011.
*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.
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 XVI
By: Fox Capital Management Corporation
Managing General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: December 27, 2011
Exhibit 10.17
FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
This First Amendment to Purchase and Sale Contract (this “Amendment”) is made as of December 21, 2011 between WOODS OF INVERNESS CPF 16, L.P., a Delaware limited partnership ("Seller") and COMCAPP WOODS OF INVERNESS, LLC, a Texas limited liability company (“Purchaser”).
W I T N E S S E T H:
WHEREAS, Seller and Commerce Capital Partners, LLC, a Delaware limited liability company ("Original Purchaser") entered into that certain Purchase and Sale Contract, dated as of November 1, 2011 (the “Contract”), with respect to the sale of certain property described therein; and
WHEREAS, pursuant to that certain Assignment of Purchaser's Interest in Contract, Original Purchaser assigned all of its right, title and interest in and to the Contract to Purchaser; and
WHEREAS, Seller and Purchaser desire to amend the Contract on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
"The Closing shall occur on December 21, 2011 (the "Closing Date") through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. "
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.
Seller:
WOODS OF INVERNESS CPF 16, L.P.,
a Delaware limited partnership
By: CPF 16 WOODS OF INVERNESS GP, L.L.C.,
a South Carolina limited liability company,
its general partner
By: CENTURY PROPERTIES FUND XVI,
a California limited partnership,
its member
By: FOX CAPITAL MANAGEMENT CORPORATION,
a California corporation,
its managing general partner
By: /s/Trent A. Johnson
Name: Trent A. Johnson
Title: Vice President
Purchaser:
COMCAPP WOODS OF INVERNESS, LLC,
a Texas limited liability company
By: ComCapp Texas Portfolio I, LLC,
a Texas limited liability company,
its sole member
By: ComCapp Texas Portfolio I Equity, LLC,
a Texas limited liability company,
its manager
By: /s/Rob Finney
Name: Rob Finney
Title: President