-----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, A4IYWitnfw/GeGb/ly+XRfReOCuIatsHhm/4rScaXRck2WvBNaI1FBZ4vtymrcNf u/xkFwhGa0RYtgKKwy/uEw== 0000711642-06-000129.txt : 20060405 0000711642-06-000129.hdr.sgml : 20060405 20060405134457 ACCESSION NUMBER: 0000711642-06-000129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060405 DATE AS OF CHANGE: 20060405 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11137 FILM NUMBER: 06741444 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 8-K 1 cpf17march31.htm UNITED STATES

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) March 31, 2006


CENTURY PROPERTIES FUND XVII

(Exact name of Registrant as specified in its charter)


California

0-11137  

94-2782037

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation or

File Number)

Identification Number)

organization)

  


55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)



(864) 239-1000

(Issuer's telephone number)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.01

Completion of Acquisition or Disposition of Assets.


Century Properties Fund XVII, a California limited partnership (the “Registrant”), owned Cooper’s Pond Apartments (“Cooper’s Pond”), a 463-unit apartment complex located in Tampa, Florida.  On March 31, 2006, the Registrant sold Cooper’s Pond to a third party, The Bethany Group, LLC, a California limited liability company (the “Purchaser”).  The Purchaser purchased the property along with 11 other apartment complexes and one parcel of land, all of which are owned by entities affiliated with AIMCO Properties, L.P., which is an affiliate of the managing general partner of the Registrant.  The total sales price for Cooper’s Pond, the 11 other apartment complexes and the parcel of land was approximately $148,005,000, of which approximately $23,799,000 represents the sales price for Cooper’s Pond.  The Registrant continues to own and operate four other investment properties.


In accordance with the Amended and Restated Certificate and Agreement of Limited Partnership of the Registrant, the Registrant's managing general partner is evaluating the cash requirements of the Registrant to determine whether any portion of the net proceeds will be distributed to the Registrant's partners.



Item 9.01

Financial Statements and Exhibits


(b)

Pro forma financial information.


The following unaudited pro forma consolidated balance sheet and consolidated statement of operations reflect the operations of the Registrant as if Cooper’s Pond had been sold on January 1, 2005.


The pro forma financial statements do not project the Registrant’s results of operations at any future date or for any future period.  This pro forma information should be read in conjunction with the Registrant’s 2005 Annual Report on Form 10-KSB.


PRO FORMA CONSOLIDATED BALANCE SHEET

(in thousands)


 

December 31, 2005

  

All other assets

      $  1,668

Investment properties, net

        29,106

  

    Total Assets

      $ 30,774

  

All other liabilities

      $ 13,433

Mortgage notes payable

        35,246

Partners’ deficit

       (17,905)

    Total Liabilities and Partners’ Deficit

      $ 30,774









PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per unit data)


 

Year Ended

 

December 31, 2005

  

Total revenues

        $10,187

Total expenses

         13,546

  

Net loss

        $(3,359)

  

Net loss per limited partnership unit

        $(39.51)









SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




CENTURY PROPERTIES FUND XVII



By:

Fox Partners

Its General Partner


By:

Fox Capital Management Corporation

Its Managing General Partner


By:

/s/Martha L. Long

Martha L. Long

Senior Vice President



Date:

April 5, 2006






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