-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HMQ5Fx1CxfStM9hcSyDYgAPRtIVXzd2lGzGYkAHwEX5by/PettvOq5+lfktIlYbd mSjPCgzWZBgDy8iNQtMSqA== 0000356472-98-000008.txt : 19980313 0000356472-98-000008.hdr.sgml : 19980313 ACCESSION NUMBER: 0000356472-98-000008 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980312 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVII CENTRAL INDEX KEY: 0000356472 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942782037 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-11137 FILM NUMBER: 98564100 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 10KSB 1 FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) FORM 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the fiscal year ended December 31, 1997 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from____________to_____________ Commission file number 0-11137 CENTURY PROPERTIES FUND XVII (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) California 94-2782037 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Limited Partnership Units (Title of class) 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 [ ]. Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [X] State issuer's revenues for its most recent fiscal year. $13,185,000 State the aggregate market value of the voting partnership interests held by nonaffiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests, as of a specified date within the past 60 days. Market value information for Registrant's partnership interests is not available. Should a trading market develop for these interests, it is the Managing General Partner's belief that the aggregate market value of the voting partnership interests would not exceed $25 million. DOCUMENTS INCORPORATED BY REFERENCE NONE PART I ITEM 1. DESCRIPTION OF BUSINESS Century Properties Fund XVII (the "Partnership") was organized in November 1981 as a California limited partnership under the Uniform Limited Partnership Act of the California Corporations Code. Fox Partners, a California general partnership, is the general partner of the Partnership. The general partners of Fox Partners are Fox Capital Management Corporation (the "Managing General Partner"), a California corporation, Fox Realty Investors ("FRI"), a California general partnership, and Fox Partners 82, a California general partnership. NPI Equity Investments II, Inc., a Florida corporation ("NPI Equity"), is the general partner of FRI. The principal business of the Partnership is and has been to acquire, hold for investment, and ultimately sell income-producing multi-family residential properties. The Partnership is a "closed" limited partnership real estate syndicate formed to acquire multi-family residential properties. Beginning in March 1982 through October 1982, the Partnership offered and sold $75,000,000 in Limited Partnership Units. The net proceeds of this offering were used to acquire twelve income-producing real properties. The Partnership's original property portfolio was geographically diversified with properties acquired in four states. Since 1982, the principal activity of the Partnership has been managing its portfolio. Three apartment properties were sold in 1988. One apartment was acquired by the lender through a deed in-lieu of foreclosure in 1992. During 1993, two apartment properties were sold and one was acquired by the lender through foreclosure. The Partnership continues to own the remaining five properties. See "Item 2. Description of Business." Pursuant to a series of transactions which closed during the first half of 1996, affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and outstanding shares of stock of FCMC, NPI Equity and National Property Investors, Inc. ("NPI"), the sole shareholder of NPI Equity until December 31, 1996, at which time the stock of NPI Equity was acquired by Insignia Properties Trust. In connection with these transactions, affiliates of Insignia appointed new officers and directors of NPI, NPI Equity and FCMC. See "Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act." On January 19, 1996, DeForest Ventures I, L.P., the entity which tendered for Units in the Partnership in 1994 and 1995, and certain of its affiliates sold the Units then held by them (25,710.5 Units representing approximately 34% of the total outstanding Units at such time) to Insignia NPI L.L.C. ("Insignia LLC"), an affiliate of Insignia. Insignia LLC subsequently transferred these units to Insignia Properties L.P. As a result, Insignia Properties L.P. could be in a position to significantly influence all voting decisions with respect to the Partnership. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters. When voting on matters, Insignia Properties L.P. would in all likelihood vote the Units it acquired in a manner favorable to the interest of the Managing General Partner because of its affiliation with the Managing General Partner. However, Insignia Properties L.P. had agreed for the benefit of non-tendering unitholders, that it would vote its Units: (i) against any increase in compensation payable to the Managing General Partner or its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by non tendering unitholders. Except for the foregoing, no other limitations are imposed on Insignia Properties L.P.'s right to vote each Unit acquired. In addition to the foregoing Units, on October 6, 1997, Insignia Properties L.P. acquired an additional 3,369.5 Units pursuant to its August 28, 1997 tender offer. See "Item 6. Management's Discussion and Analysis or Plan of Operation" for additional information with respect to this tender offer. Pursuant to a Schedule 13-D filed by Insignia Properties, L.P. with the Securities and Exchange Commission, Insignia Properties L.P. currently holds 29,191 Units representing approximately 38.9% of the total outstanding Units. The Partnership has no full-time employees. The Managing General Partner is vested with full authority as to the general management and supervision of the business and affairs of the Partnership. The non-managing general partners and the Limited Partners have no right to participate in the management or conduct of such business and affairs. NPI-AP Management, an affiliate of Insignia, provides day-to-day management services to the Partnership's investment properties. There have been, and it is possible there may be other, Federal, state and local legislation and regulations enacted relating to the protection of the environment. The Partnership is unable to predict the extent, if any, to which such new legislation or regulations might occur and the degree to which such existing or new legislation or regulations might adversely affect the properties owned by the Partnership. The Partnership monitors its properties for evidence of pollutants, toxins and other dangerous substances, including the presence of asbestos. In certain cases environmental testing has been performed, which resulted in no material adverse conditions or liabilities. In no case has the Partnership received notice that it is a potentially responsible party with respect to an environmental clean up site. The business in which the Partnership is engaged is highly competitive, and the Partnership is not a significant factor in its industry. Each of its apartment properties is located in or near a major urban area, and accordingly, competes for rentals not only with similar apartment properties in its immediate area but with hundreds of similar apartment properties throughout the urban area, including properties owned and/or managed by affiliates of the partnership. Such competition is primarily on the basis of location, rents, services, and amenities. In addition, the Partnership competes with significant numbers of individuals and organizations (including similar partnerships, real estate investment trusts and financial institutions) with respect to the sale of improved real properties, primarily on the basis of the prices and terms of such transactions. ITEM 2. DESCRIPTION OF PROPERTIES: The following table sets forth the Partnership's investment in properties: Date of Property Purchase Type of Ownership Use Cherry Creek Gardens Apartments 09/82 Fee ownership subject to Apartment Englewood, Colorado first mortgage 296 units Creekside Apartments 10/82 Fee ownership subject to Apartment Denver, Colorado first mortgage 328 units The Lodge Apartments 10/82 Fee ownership subject to Apartment Denver, Colorado first mortgage 376 units The Village in the Woods Apartments 10/82 Fee ownership subject to Apartment Cypress, Texas first mortgage 530 units Cooper's Pond Apartments 03/83 Fee ownership subject to Apartment Tampa, Florida first and second mortgage 463 units SCHEDULE OF PROPERTIES: (dollar amounts in thousands) Carrying Accumulated Federal Property Value Depreciation Rate Method Tax Basis Cherry Creek Gardens Apartments $14,791 $ 6,915 5-30yrs S\L $ 2,425 Creekside Apartments 10,396 4,474 5-30yrs S\L 2,813 The Lodge Apartments 12,123 5,292 5-30yrs S\L 3,081 The Village in the Woods Apts. 14,458 6,554 5-30yrs S\L 3,368 Cooper's Pond Apartments 14,373 7,088 5-30yrs S\L 2,335 $66,141 $ 30,323 $ 14,022 See "Note A" of the financial statements included in "Item 7." for a description of the Partnership's depreciation policy. SCHEDULE OF MORTGAGES: (dollar amounts in thousands)
Principal Principal Balance At Balance December 31, Interest Period Maturity Due At Property 1997 Rate Amortized Date Maturity Cherry Creek Gardens Apartments $ 7,631 8.630% 25 years 12/01/99 $ 7,335 Creekside Apartments 5,160 7.875% 25 years 07/01/00 4,882 The Lodge Apartments 5,668 7.875% 25 years 07/01/00 5,363 The Village in the Woods Apts. 14,421 (1) (1) 01/24/00 14,421 Cooper's Pond Apts. - 1st mortgage 3,563 8.000% 23 years 07/01/99 3,439 - 2nd mortgage 4,134 8.500% (2) 07/01/05 4,134 40,577 $ 39,574 Mortgage discount (3,243) $ 37,334 (1) Zero coupon note; discounted at an effective interest rate of 10.247% (2) Interest only
Each mortgage note payable is non-recourse and is secured by a pledge of the applicable partnership property and the rental revenues derived therefrom. SCHEDULE OF RENTAL RATES AND OCCUPANCY: Average Annual Average Rental Rates Occupancy Property 1997 1996 1997 1996 Cherry Creek Gardens Apartments $ 8,685/unit $ 8,378/unit 95% 96% Creekside Apartments 6,475/unit 6,210/unit 97% 97% The Lodge Apartments 6,039/unit 5,840/unit 97% 96% The Village in the Woods Apartments 6,732/unit 6,458/unit 94% 93% Cooper's Pond Apartments 5,409/unit 5,239/unit 94% 94% As noted under "Item 1. Description of Business", the real estate industry is highly competitive. All of the properties of the Partnership are subject to competition from other apartment complexes in the area. The Managing General Partner believes that all of the properties are adequately insured. The multi- family residential properties' lease terms are for one year or less. No residential tenant leases 10% or more of the available rental space. Real estate taxes (dollar amounts in thousands) and rates in 1997 for each property were: 1997 1997 Billing Rate Cherry Creek Gardens Apartments $118 9.51 Creekside Apartments 64 7.54 The Lodge Apartments 77 7.54 The Village in the Woods Apartments 308 2.78 Cooper's Pond Apartments 194 2.46 ITEM 3. LEGAL PROCEEDINGS In August 1997, an Insignia affiliate (the "Purchaser") commenced tender offers for limited partner interests in six real estate limited partnerships including the Partnership (collectively, the "Tender Partnerships"), in which various Insignia affiliates act as general partner. On September 5, 1997, a partnership claiming to be a holder of limited partnership units in one of the Tender Partnerships, filed a complaint with respect to a putative class action in the Court of Chancery in the State of Delaware in and for New Castle County (the "City Partnerships complaint") challenging the actions of the defendants (including the Purchaser, Insignia and certain Insignia affiliates) in connection with the tender offers. Neither the Partnership nor the Managing General Partner were named as defendants in the action. The City Partnerships complaint alleges that, among other things, the defendants have intentionally mismanaged the Tender Partnerships and coerced the limited partners into selling their units pursuant to the tender offers for substantially lower prices than the units are worth. The plaintiffs also allege that the defendants breached an alleged duty to provide an independent analysis of the fair market value of the limited partnership units, failed to appoint a disinterested committee to review the tender offer and did not adequately consider other alternatives available to the limited partners. On September 8, 1997, persons claiming to be holders of limited partnership units in the Tender Partnerships filed a complaint with respect to a putative class action and derivative suit in the Superior Court for the State of California for the County of San Mateo (the "Kline complaint") challenging the actions of the defendants (including the Purchaser, Insignia, certain Insignia affiliates and the Tender Partnerships) in connection with the tender offers. The Kline complaint alleges that, among other things, the defendants have intentionally mismanaged the Tender Partnerships and that, as a result of the tender offers, the Purchaser will acquire effective voting control over the Tender Partnerships at substantially lower prices than the units are worth. On September 24, 1997, the court denied the plaintiffs' application for a temporary restraining order and their request for preliminary injunctive relief preventing the completion of the tender offers. On September 10, 1997, persons claiming to be holders of limited partnership units in the Tender Partnerships filed a complaint with respect to a putative class action and derivative suit in the Superior Court for the State of California for the County of Alameda (the "Heller complaint") challenging the actions of the defendants (including the Purchaser, Insignia, certain Insignia affiliates and the Tender Partnerships) in connection with the tender offers. The Heller complaint alleges that, among other things, the defendants have intentionally mismanaged the Tender Partnerships and that, as a result of the tender offers, the Purchaser will acquire effective voting control of the Tender Partnerships at substantially lower prices than the units are worth. The Plaintiffs also allege that the defendants breached an alleged duty to retain an independent advisor to consider alternatives to the tender offers. The Managing General Partner believes that the allegations contained in the City Partnerships, Kline and Heller complaints are without merit and has been advised that the plaintiffs in each such action intend to discontinue their actions. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The unit holders of the Registrant did not vote on any matter during the fiscal year covered by this report. PART II ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS The Partnership, a publicly-held limited partnership, sold 75,000 Limited Partnership Units aggregating $75,000,000 during its offering period. At December 31, 1997, the Partnership had 75,000 units outstanding and 5,157 Limited Partners of record. There is no intention to sell additional Limited Partnership Units nor is there an established market for these Units. In 1997, Unit holders received distributions from operations of approximately $2,646,000 or $35.28 per Limited Partnership Unit. In 1996, Unit holders received distributions from operations of approximately $1,128,000 or $15.04 per Limited Partnership Unit. Future cash distributions will depend on the levels of net cash generated from operations, property sales and the availability of cash reserves. Currently, the Managing General Partner is evaluating the feasibility of a distribution during 1998. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This item should be read in conjunction with the consolidated financial statements and other items contained elsewhere in this report. Results of Operations The Partnership realized net income of approximately $691,000 for the year ended December 31, 1997, compared to net income of approximately $133,000 for the year ended December 31, 1996. The increase in net income is primarily attributable to an increase in rental revenue which resulted from increased rental rates at all of the Partnership's investment properties. Also contributing to the increase in net income was a decrease in operating expenses. The decrease in operating expense resulted from decreases in property related expenses and maintenance expenses. At Coopers Pond Apartments, property expenses decreased primarily from a reduction in salaries resulting from the turnover of the property's employees. Electric utilities also decreased as a result of an increased conservation effort and a milder climate in 1997 compared to 1996. Administrative and corporate unit expense decreased at The Village in the Woods property due to the conversion of the administrative and corporate units to rental units. At Coopers Pond Apartments and Cherry Creek Gardens Apartments, water and sewer utilities decreased resulting from the installation of water saving devices in 1996. Administrative expenses decreased at Coopers Pond Apartments and Creekside Apartments due to a decrease in credit and collection expenses and professional fees, which resulted from stronger enforcement of collection policies and fewer tenant evictions. Maintenance expenses decreased during 1997 due to maintenance and enhancement projects completed in 1996 at Coopers Pond Apartments and Creekside Apartments. Offsetting these decreases in expenses were increases in depreciation and interest expenses. Depreciation expense increased due to a significant addition of depreciable assets at all of the Partnership's investment properties. Interest expense increased due to the increased amortization of the debt discount secured by The Village in the Woods Apartments' zero coupon note. Also offsetting the increase in income for the year ended December 31, 1997, was a loss on the disposal of property due to roof replacements at Creekside and The Village in the Woods apartments. This loss is the result of the write-off of roofs that were not fully depreciated at the time of replacement and is included in operating expense. Included in operating expense for the year ended December 31, 1997 and 1996, respectively are $390,000 and $415,000 of major repairs and maintenance mainly comprised of exterior building maintenance, gutter repairs, major landscaping, and exterior painting. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from the burden of increases in expenses. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Liquidity and Capital Resources At December 31, 1997, the Partnership had cash and cash equivalents of approximately $4,011,000 compared to approximately $4,441,000 at December 31, 1996. For the year ended December 31, 1997, net cash decreased approximately $430,000. For the year ended December 31, 1996, net cash increased approximately $1,818,000. Net cash provided by operating activities decreased approximately $396,000 primarily as a result of an increase in receivables and deposits and a decrease in accounts payable and other liabilities. The increase in receivables and deposits is the result of additional deposits made to tax and insurance escrow's and an increase in accounts receivable. The decrease in accounts payable and other liabilities is due to the timing of payments. Net cash used in investing activities increased due to an increase in deposits to restricted reserves, net of withdrawals and an increase in property improvements and replacements. Net cash used in financing activities increased due to a distribution of approximately $3,000,000 to the partners. An affiliate of the Managing General Partner has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. The Partnership has no outstanding amounts due under this line of credit. Based on present plans, the Managing General Partner does not anticipate the need to borrow in the near future. Other than cash and cash equivalents, the line of credit is the Partnership's only unused source of liquidity. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. The mortgage indebtedness of $37,334,000, net of discount, is amortized over varying periods with maturity dates ranging from July 1999 to July 2005, at which time the properties will either be sold or refinanced. Future cash distributions will depend on the levels of net cash generated from operations, property sales and the availability of cash reserves. In 1997, Unit holders received distributions from operations of $2,646,000 ($35.28 per Limited Partnership Unit). In 1996, Unit holders received distributions from operations of $1,128,000 ($15.04 per Limited Partnership Unit). The Managing General Partner expects to make a distribution in 1998. On August 28, 1997, an Insignia affiliate commenced tender offers for limited partnership interests in six real estate limited partnerships (including the Partnership) in which various Insignia affiliates act as general partner. The Purchaser offered to purchase up to 22,500 of the outstanding units of limited partnership interest in the Partnership, at $225.00 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase") and the related Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed with the Securities and Exchange Commission on August 28, 1997. Because of the existing and potential future conflicts of interest (described in the Partnership's Statements of Schedule 14D-9 filed with the Securities and Exchange Commission), neither the Partnership nor the Managing General Partner expressed any opinion as to the Offer to Purchase and made no recommendation as to whether unit holders should tender their units in response to the Offer to Purchase. On October 6, 1997, Insignia Properties, L.P. closed the tender offer and acquired 3,369.5 Units of limited partnership interest. See "Item 1. Description of Business." In addition, because of these conflicts of interest, including as a result of the Purchaser's affiliation with various Insignia affiliates that provide property management services to the Partnership's properties, the manner in which the Purchaser votes its limited partner interest in the Partnership may not always be consistent with the best interests of the other limited partners. Year 2000 The Partnership is dependent upon the Managing General Partner and Insignia for management and administrative services. Insignia has completed an assessment and will have to modify or replace portions of its software so that its computer systems will function properly with respect to dates in the year 2000 and thereafter (the "Year 2000 Issue"). The project is estimated to be completed not later than December 31, 1998, which is prior to any anticipated impact on its operating systems. The Managing General Partner believes that with modifications to existing software and conversions to new software, the Year 2000 Issue will not pose significant operational problems for its computer systems. However, if such modifications and conversions are not made, or are not completed timely, the Year 2000 Issue could have a material impact on the operations of the Partnership. Other Certain items discussed in this annual report may constitute forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 (the "Reform Act") and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements speak only as of the date of this annual report. The Partnership expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Partnership's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. ITEM 7. FINANCIAL STATEMENTS CENTURY PROPERTIES FUND XVII LIST OF FINANCIAL STATEMENTS Independent Auditors' Report Consolidated Balance Sheet - December 31, 1997 Consolidated Statements of Operations - Years ended December 31, 1997 and 1996 Consolidated Statement of Changes in Partners' Capital (Deficit) - Years ended December 31, 1997 and 1996 Consolidated Statements of Cash Flows - Years ended December 31, 1997 and 1996 Notes to Consolidated Financial Statements Independent Auditors' Report To the Partners Century Properties Fund XVII Greenville, South Carolina We have audited the accompanying consolidated balance sheet of Century Properties Fund XVII, (a limited partnership) (the "Partnership") and its subsidiaries as of December 31, 1997, and the related consolidated statements of operations, changes in partners' capital (deficit) and cash flows for each of the two years in the period ended December 31, 1997. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Century Properties Fund XVII and its subsidiaries, as of December 31, 1997, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. /S/ IMOWITZ KOENIG & CO., LLP New York, N.Y. January 19, 1998 CENTURY PROPERTIES FUND XVII CONSOLIDATED BALANCE SHEET (in thousands, except unit data) December 31, 1997 Assets Cash and cash equivalents $ 4,011 Receivables and deposits 1,035 Restricted escrows 952 Other assets 333 Investment properties (Notes B and E) Land $ 7,078 Buildings and related personal property 59,063 66,141 Less accumulated depreciation (30,323) 35,818 $ 42,149 Liabilities and Partners' Capital Liabilities Accounts payable $ 206 Tenant security deposits 264 Accrued taxes 590 Other liabilities 350 Mortgage notes payable (Notes B and E) 37,334 Partners' (Deficit) Capital General partners $ (7,329) Limited partners (75,000 units issued and outstanding) 10,734 3,405 $ 42,149 See Accompanying Notes to Consolidated Financial Statements CENTURY PROPERTIES FUND XVII CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except unit data) Years Ended December 31, 1997 1996 Revenues: Rental income $ 12,407 $ 11,784 Other income 778 803 Total revenues 13,185 12,587 Expenses: Operating 5,533 5,675 General and administrative 308 327 Depreciation 2,242 2,127 Interest 3,639 3,539 Property taxes 772 786 Total expenses 12,494 12,454 Net income (Note C) $ 691 $ 133 Net income allocated to general partner (11.8%) $ 82 $ 16 Net income allocated to limited partners (88.2%) 609 117 Net income $ 691 $ 133 Net income per limited partnership unit $ 8.12 $ 1.56 See Accompanying Notes to Consolidated Financial Statements CENTURY PROPERTIES FUND XVII CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (in thousands, except unit data) Limited Partnership General Limited Units Partner Partners Total Original capital contributions 75,000 $ -- $ 75,000 $ 75,000 Partners' (deficit) capital at December 31, 1995 75,000 $ (6,922)$ 13,782 $ 6,860 Partners' distributions for the year ended December 31, 1996 -- (151) (1,128) (1,279) Net income for the year ended December 31, 1996 -- 16 117 133 Partners' (deficit) capital at December 31, 1996 75,000 (7,057) 12,771 5,714 Partners' distributions for the year ended December 31, 1997 -- (354) (2,646) (3,000) Net income for the year ended December 31, 1997 -- 82 609 691 Partners' (deficit) capital at December 31, 1997 75,000 $ (7,329)$ 10,734 $ 3,405 See Accompanying Notes to Consolidated Financial Statements CENTURY PROPERTIES FUND XVII CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 1997 1996 Cash flows from operating activities: Net income $ 691 $ 133 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,242 2,127 Amortization of loan costs and debt discounts 1,473 1,348 Loss on disposal of property 64 -- Change in accounts: Receivables and deposits (322) 200 Other assets (30) (22) Accounts payable (62) 238 Tenant security deposits (5) (10) Accrued taxes 4 213 Other liabilities 30 285 Net cash provided by operating activities 4,085 4,512 Cash flows from investing activities: Property improvements and replacements (1,039) (1,007) Deposits to restricted escrows, net of withdrawals (70) (45) Net cash used in investing activities (1,109) (1,052) Cash flows from financing activities: Payments on mortgage notes payable (406) (363) Distributions to partners (3,000) (1,279) Net cash used in financing activities: (3,406) (1,642) Net (decrease) increase in cash and cash equivalents (430) 1,818 Cash and cash equivalents at beginning of period 4,441 2,623 Cash and cash equivalents at end of period $ 4,011 $ 4,441 Supplemental disclosure of cash flow information: Cash paid for interest $ 2,131 $ 2,043 See Accompanying Notes to Consolidated Financial Statements CENTURY PROPERTIES FUND XVII Notes to Consolidated Financial Statements December 31, 1997 NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization: Century Properties Fund XVII (the "Partnership") is a California limited partnership organized in November 1981 to acquire and operate residential apartment complexes. The Partnership currently owns five residential apartment complexes of which three are located in Colorado, and one each in Florida and Texas. The Partnership's general partner is Fox Partners, an affiliate of Insignia Financial Group, Inc. ("Insignia"). The general partners of Fox Partners are Fox Capital Management Corporation (the "Managing General Partner"), Fox Realty Investors ("FRI"), and Fox Partners 82. Principles of Consolidation: The financial statements include all the accounts of the Partnership and its wholly owned partnerships. Depreciation: Depreciation is calculated by the straight-line method over the estimated lives of the rental properties and related personal property. Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks, demand deposits, money market funds, and certificates of deposit with original maturities of less than 90 days. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Security Deposits: The Partnership requires security deposits from lessees for the duration of the lease and such deposits are included in receivables and deposits. The security deposits are refunded when the tenant vacates, provided the tenant has not damaged its space and is current on its rental payments. Leases: The Partnership generally leases apartment units for twelve-month terms or less. The Partnership recognizes income as earned on its leases. Loan Costs: Loan costs of approximately $1,104,000 are included in "Other assets" in the accompanying balance sheet and are being amortized on a straight-line basis over the lives of the related loans. At December 31, 1997, accumulated amortization is approximately $837,000. Amortization of loan costs is included in "Interest" expense in the accompanying statement of operations. Investment Properties: Investment properties are stated at cost. Acquisition fees are capitalized as a cost of real estate. In accordance with "Statement of Financial Accounting Standards" ("SFAS") No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of", the Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. For the years ended December 31, 1997 and 1996, no adjustments for impairment of value were necessary. Fair Value: SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined in the SFAS as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for long term debt) approximates their fair value due to the short term maturity of these instruments. The estimated fair value of the Partnership's long term debt, after discounting the scheduled loan payments to maturity, is approximately $39,000,000. This value represents a general approximation of possible valuation and is not necessarily indicative of the amounts the Partnership may pay in an actual market transaction. Advertising Costs: Advertising costs of approximately $283,000, and $311,000 for the years ended December 31, 1997 and 1996, respectively, are charged to expense as incurred and are included in "Operating" expenses in the accompanying statements of operations. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications: Certain reclassifications have been made to the 1996 balances to conform to the 1997 presentation. NOTE B - MORTGAGE NOTES PAYABLE The principle terms of mortgage notes payable are as follows (dollar amounts in thousands):
Monthly Principal Principal Payment Stated Balance Balance At Including Interest Maturity Due At December 31, Property Interest Rate Date Maturity 1997 Cherry Creek Gardens Apartments $ 67 8.630% 12/01/99 $ 7,335 $ 7,631 Creekside Apartments 42 7.875% 07/01/00 4,882 5,160 The Lodge Apartments 46 7.875% 07/01/00 5,363 5,668 The Village in the Woods Apts. (1) (1) 01/24/00 14,421 14,421 Cooper's Pond Apartments - 1st mortgage 30 8.000% 07/01/99 3,439 3,563 - 2nd mortgage 29 8.500% 07/01/05 4,134 4,134 $ 39,574 40,577 Mortgage discount (3,243) $ 37,334 (1) Zero coupon note; discounted at an effective interest rate of 10.247%
Scheduled principal payments on the mortgage notes payable subsequent to December 31, 1997, are as follows (dollar amounts in thousands): 1998 $ 448 1999 11,202 2000 24,793 2001 -- 2002 -- Thereafter 4,134 $ 40,577 NOTE C - INCOME TAXES Taxable income or loss of the Partnership is reported in the income tax returns of its partners. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Differences between the net income as reported and Federal taxable income result primarily from depreciation over different methods and lives and on differing cost bases. The following is a reconciliation of reported net income and Federal taxable income: 1997 1996 (in thousands, except unit data) Net income as reported $ 691 $ 133 Add (deduct): Depreciation differences (698) (1,014) Amortization of discount 1,366 1,239 Miscellaneous 71 26 Federal taxable income $ 1,430 $ 384 Federal taxable income per limited partnership unit $ 16.82 $ 4.51 The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets (in thousands): Net assets as reported $ 3,405 Sales commissions and organization expense 9,324 Depreciation (29,630) Provision for impairment of value 1,430 Leaseback termination (1,365) Lease payments credited to rental properties 2,068 Amortization of discount on notes payable 13,091 Construction period interest and taxes (483) Debt forgiven (276) Interest capitalized for income tax reporting 208 Other (34) Net assets - Federal tax basis $ (2,262) NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES The Partnership has no employees and is dependent on the Managing General Partner and its affiliates for the management and administration of all partnership activities. The partnership agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were made to the Managing General Partner and affiliates in 1997 and 1996: 1997 1996 (in thousands) Property management fees (included in operating expense) $645 $617 Reimbursement for services of affiliates (included in investment properties, general and administrative expense, and operating expense) 185 166 Included in "Reimbursement for services of affiliates" is approximately $23,000 and $13,000 in construction oversight costs for 1997 and 1996, respectively. From January 19, 1996, through August 31, 1997, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the master policy. The agent assumed the financial obligations to the affiliate of the Managing General Partner who receives payment on these obligations from the agent. The amount of the Partnership's insurance premiums that accrued to the benefit of the affiliate of the Managing General Partner by virtue of the agent's obligations was not significant. In accordance with the partnership agreement, the Managing General Partner is entitled to receive cash distributions as follows: (1) a partnership management incentive not to exceed ten percent, determined on a cumulative, noncompounded basis, of cash from operations available for distribution (as defined in the partnership agreement) distributed to partners, and (2) a continuing interest representing a two percent share of cash distributions, after allocation of the partnership management incentive. Cash distributions to the Managing General Partner for the years ended December 31, 1997 and 1996 are as follows (in thousands): 1997 1996 Partnership management incentive $ 300 $ 128 Continuing interest 54 23 Total $ 354 $ 151 In accordance with the partnership agreement, the Managing General Partner received a partnership management incentive allocation equal to ten percent of net and taxable income before gains on property dispositions. The Managing General Partner is also allocated its two percent continuing interest in the Partnership's net and taxable income after preceding allocation. The Managing General Partner is also allocated gain on property dispositions to the extent it is entitled to receive distributions and then twelve percent of any remaining gain. Upon sale of all properties and termination of the Partnership, the Managing General Partner may be required to contribute certain funds to the Partnership in accordance with the partnership agreement. On March 29, 1996, an affiliate of Insignia acquired the corporate limited partners owning 1% of the subsidiary partnerships which own the Lodge Apartments, Creekside Apartments and Cherry Creek Apartments. As of December 31, 1997, the Partnership reacquired the subsidiary partnerships which own the Lodge Apartments, Creekside Apartments, and Cherry Creek Apartments. NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION Initial Cost To Partnership (in thousands) Cost Buildings Capitalized and Related (Removed) Personal Subsequent to Description Encumbrances Land Property Acquisition Cherry Creek Gardens Apts. $ 7,631 $ 1,320 $ 11,879 $ 1,592 Creekside Apartments 5,160 1,366 7,307 1,723 The Lodge Apartments 5,668 1,575 8,580 1,968 The Village in the Woods Apts. 11,178 2,852 20,915 (9,309) Cooper's Pond Apartments 7,697 1,476 12,505 392 Total $ 37,334 $ 8,589 $ 61,186 $ (3,634)
Gross Amount at Which Carried At December 31, 1997 (in thousands) Buildings And Related Year Personal Accumulated of Date Depreciable Description Land Property Total Depreciation Construction Acquired Life-Years Cherry Creek Gardens Apartments $ 1,320 $ 13,471 $ 14,791 $ 6,915 1979 9/82 5-30 yrs Creekside Apartments 1,366 9,030 10,396 4,474 1974 10/82 5-30 yrs The Lodge Apartments 1,577 10,546 12,123 5,292 1974 10/82 5-30 yrs Village in the Woods Apartments 1,500 12,958 14,458 6,554 1983 10/82 5-30 yrs Cooper's Pond Apts. 1,315 13,058 14,373 7,088 1979-1981 3/83 5-30 yrs Total $ 7,078 $ 59,063 $ 66,141 $ 30,323
Reconciliation of "Investment Properties and Accumulated Depreciation": Years Ended December 31, 1997 1996 (in thousands) Investment Properties Balance at beginning of year $ 65,225 $ 64,218 Property improvements 1,039 1,007 Disposals of property (123) -- Balance at end of year $ 66,141 $ 65,225 Years Ended December 31, 1997 1996 (in thousands) Accumulated Depreciation Balance at beginning of year $ 28,140 $ 26,013 Additions charged to expense 2,242 2,127 Disposals of property (59) -- Balance at end of year $ 30,323 $ 28,140 The aggregate cost of the real estate for Federal income tax purposes at December 31, 1997 and 1996 is approximately $74,035,000 and $72,966,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 1997 and 1996 is approximately $60,014,000 and $57,071,000, respectively. NOTE F - TENDER OFFER AND LEGAL PROCEEDINGS On August 28, 1997, an Insignia affiliate commenced tender offers for limited partnership interests in six real estate limited partnerships (including the Partnership) in which various Insignia affiliates act as general partner. The Purchaser offered to purchase up to 22,500 of the outstanding units of limited partnership interest in the Partnership, at $225.00 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase") and the related Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed with the Securities and Exchange Commission on August 28, 1997. Because of the existing and potential future conflicts of interest (described in the Partnership's Statements of Schedule 14D-9 filed with the Securities and Exchange Commission), neither the Partnership nor the Managing General Partner expressed any opinion as to the Offer to Purchase and made no recommendation as to whether unit holders should tender their units in response to the Offer to Purchase. On October 6, 1997, Insignia Properties, L.P. closed the tender offer and acquired 3,369.5 Units of limited partnership interest. See "Item 1. Description of Business." In September 1997, the Partnership, along with the General Partner, Insignia, and certain Insignia affiliates, was named as a defendant in two separate actions regarding alleged mismanagement of the Partnership and coercion of the limited partners into selling their units pursuant to the tender offers for substantially lower prices than the units are worth. The Managing General Partner believes that these allegations are without merit and has been informed that the plaintiffs in each of these actions intend to discontinue the action. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURES There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1997 or 1996 audits of the Partnership's financial statements. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT The Registrant has no officers or directors. The Managing General Partner of the Partnership is Fox Capital Management Corporation. The names and ages of, as well as the positions and offices held by, the executive officers and directors of the Managing General Partner are set forth below. There are no family relationships between or among any officers or directors. Name Age Position William H. Jarrard, Jr. 51 President and Director Ronald Uretta 41 Vice President and Treasurer Martha L. Long 38 Controller Robert D. Long, Jr. 30 Vice President Daniel M. LeBey 32 Vice President and Secretary Kelley M. Buechler 40 Assistant Secretary William H. Jarrard, Jr. has been President and Director of the General Partner since January 1996. He has acted as Senior Vice President of Insignia Properties Trust ("IPT"), parent of the Corporation, since May 1997. Mr. Jarrard previously acted as Managing Director - Partnership Administration of Insignia from January 1991 through September 1997 and served as Managing Director - Partnership Administration and Asset Management from July 1994 until January 1996. Ronald Uretta has been Vice President and Treasurer of the General Partner since January 1996 and Insignia's Treasurer since January 1992. Since August 1996, he has also served as Chief Operating Officer. He has also served as Secretary from January 1992 to June 1996 and as Insignia's Chief Financial Officer from January 1992 to August 1996. Martha L. Long has been Controller of the General Partner since December 1996 and Senior Vice President - Finance and Controller of Insignia since January 1997. In June 1994, Ms. Long joined Insignia as its Controller, and was promoted to Senior Vice President - Finance in January 1997. Prior to that time, she was Senior Vice President and Controller of the First Savings Bank, in Greenville, SC. Robert D. Long, Jr. has been Vice President of the General Partner since January 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr. Long was an accountant for Insignia until joining MAE in 1993. Prior to joining Insignia, Mr. Long was an auditor for the State of Tennessee and was associated with the accounting firm of Harsman Lewis and Associates. Daniel M. LeBey has been Vice President and Secretary of the General Partner since January 29, 1998 and Insignia's Assistant Secretary since April 30, 1997. Since July 1996 he has also served as Insignia's Associate General Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with the law firm of Alston & Bird LLP, Atlanta, Georgia. Kelley M. Buechler has been Assistant Secretary of the General Partner since June 1996 and Assistant Secretary of Insignia since 1991. ITEM 10. EXECUTIVE COMPENSATION No direct form of compensation or remuneration was paid by the Partnership to any officer or director of the Managing General Partner. The Partnership has no plan, nor does the Partnership presently propose a plan, which will result in any remuneration being paid to any officer or director upon termination of employment. However, fees and other payments have been made to the Partnership's Managing General Partner and its affiliates, as described in "Item 12. Certain Relationships and Related Transactions". ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding limited partnership units of the Registrant owned by each person who is known by the Registrant to own beneficially or exercise voting or dispositive control over more than 5% of the Registrant's limited partnership units, by each of the directors and by all directors and executive officers of the Managing General Partner as a group as of December 31, 1997. Name and address of Amount and nature of Beneficial Owner Beneficial Owner % of Class Insignia Properties L.P. 29,191.00 38.9 One Insignia Financial Plaza Greenville, SC 29601 There are no arrangements known to the Registrant which may result in a change in control of the Registrant. On January 19, 1996, DeForest Ventures I, L.P., the entity which tendered for Units in the Partnership in 1994 and 1995, and certain of its affiliates sold the Units then held by them (25,710.5 Units representing approximately 34% of the total outstanding Units at such time) to Insignia NPI L.L.C. ("Insignia LLC"), an affiliate of Insignia. Insignia LLC subsequently transferred these units to Insignia Properties L.P. As a result, Insignia Properties L.P. could be in a position to significantly influence all voting decisions with respect to the Partnership. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters. When voting on matters, Insignia Properties L.P. would in all likelihood vote the Units it acquired in a manner favorable to the interest of the Managing General Partner because of its affiliation with the Managing General Partner. However, Insignia Properties L.P. had agreed for the benefit of non-tendering unitholders, that it would vote its Units: (i) against any increase in compensation payable to the Managing General Partner or its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by non tendering unitholders. Except for the foregoing, no other limitations are imposed on Insignia Properties L.P.'s right to vote each Unit acquired. In addition to the foregoing Units, on October 6, 1997, Insignia Properties L.P. acquired an additional 3,369.5 Units pursuant to its August 28, 1997 tender offer. See "Item 6. Management's Discussion and Analysis or Plan of Operation" for additional information with respect to this tender offer. Pursuant to a Schedule 13-D filed by Insignia Properties, L.P. with the Securities and Exchange Commission, Insignia Properties L.P. currently holds 29,191 Units representing approximately 38.9% of the total outstanding Units. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Partnership has no employees and is dependent on the Managing General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for payments to the Managing General Partner and its affiliates for services and as reimbursement of certain expenses incurred on behalf of the Partnership. The following payments were made to the Managing General Partner and affiliates in 1997 and 1996: 1997 1996 (in thousands) Property management fees (included in operating expense) $ 645 $ 617 Reimbursement for services of affiliates (included in investment properties, operating expense, and general and administrative expense) 185 166 Included in "Reimbursement for services of affiliates" is approximately $23,000 and $13,000 in construction oversight costs for 1997 and 1996, respectively. From January 19, 1996, through August 31, 1997, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the master policy. The agent assumed the financial obligations to the affiliate of the Managing General Partner who receives payment on these obligations from the agent. The amount of the Partnership's insurance premiums that accrued to the benefit of the affiliate of the Managing General Partner by virtue of the agent's obligations was not significant. On August 28, 1997, an Insignia affiliate commenced tender offers for limited partnership interests in six real estate limited partnerships (including the Partnership) in which various Insignia affiliates act as general partner. The Purchaser offered to purchase up to 22,500 of the outstanding units of limited partnership interest in the Partnership, at $225.00 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase") and the related Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed with the Securities and Exchange Commission on August 28, 1997. Because of the existing and potential future conflicts of interest (described in the Partnership's Statements of Schedule 14D-9 filed with the Securities and Exchange Commission), neither the Partnership nor the Managing General Partner expressed any opinion as to the Offer to Purchase and made no recommendation as to whether unit holders should tender their units in response to the Offer to Purchase. On October 6, 1997, Insignia Properties, L.P. closed the tender offer and acquired 3,369.5 Units of limited partnership interest. See "Item 1. Description of Business." In September 1997, the Partnership, along with the General Partner, Insignia, and certain Insignia affiliates, was named as a defendant in two separate actions regarding alleged mismanagement of the Partnership and coercion of the limited partners into selling their units pursuant to the tender offers for substantially lower prices than the units are worth. The Managing General Partner believes that these allegations are without merit and has been informed that the plaintiffs in each of these actions intend to discontinue the action. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) The Exhibits listed on the accompanying Index to Exhibits are filed as part of this Annual Report and incorporated in this Annual Report as set forth in said Index. (b) No reports on Form 8-K were filed during the fourth quarter of 1997. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURY PROPERTIES FUND XVII By: Fox Partners Its General Partner By: Fox Capital Management Corporation Its Managing General Partner By: /s/William H. Jarrard, Jr. William H. Jarrard, Jr. President and Director Date: March 12, 1998 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Signature/Name Title Date /s/ William H. Jarrard, Jr. President and Director March 12, 1998 William H. Jarrard, Jr. /s/ Ronald Uretta Vice President March 12, 1998 Ronald Uretta and Treasurer CENTURY PROPERTIES FUND XVII EXHIBIT INDEX Exhibit Number Description of Exhibit 2.1 NPI, Inc. Stock Purchase Agreement, incorporated by reference to the Registrant's Current Report on Form 8-K dated August 17, 1995. 2.2 Partnership Units Purchase Agreement incorporated by reference to Exhibit 2.1 to Form 8-K filed by Insignia Financial Group, Inc. ("Insignia") with the Securities and Exchange Commission on September 1, 1995. 2.3 Management Purchase Agreement incorporated by reference to Exhibit 2.2 to Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1995. 2.4 Limited Liability Company Agreement of Riverside Drive L.L.C., incorporated by reference to Exhibit 2.4 to Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1995. 2.5 Master Indemnity Agreement incorporated by reference to Exhibit 2.5 to Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1995. 3.4 Agreement of Limited Partnership, incorporated by reference to Exhibit A to the Prospectus of the Registrant dated March 29, 1982, and as thereafter supplemented contained in the Registrant's Registration Statement on Form S-11 (Reg. No. 2- 75411). 16 Letter from the Registrant's former Independent Auditor dated April 27, 1994, incorporated by reference to exhibit 10 to the Registrant's Current Report on Form 8-K dated April 22, 1994. 27 Financial Data Schedule. EX-27 2
5 This schedule contains summary financial information extracted from Century Properties Fund XVII 1997 Year-End 10-KSB and is qualified in its entirety by reference to such 10-KSB filing. 0000356472 CENTURY PROPERTIES FUND XVII 1,000 12-MOS DEC-31-1997 DEC-31-1997 4,011 0 1,035 0 0 0 66,141 (30,323) 42,149 0 37,334 0 0 0 3,405 42,149 0 13,185 0 0 12,494 0 3,639 0 0 0 0 0 0 691 8.12 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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