0000711642-11-000169.txt : 20110708 0000711642-11-000169.hdr.sgml : 20110708 20110708114522 ACCESSION NUMBER: 0000711642-11-000169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110701 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110708 DATE AS OF CHANGE: 20110708 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: 11958252 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 cpf17hampden_8k.htm 8K 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) July 1, 2011

 

CENTURY PROPERTIES FUND XVII, LP

(Exact name of Registrant as specified in its charter)

 

Delaware

0-11137 

94-2782037

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation or organization)

File Number)

Identification Number)

 

 

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

 

 

(864) 239-1000

(Issuer's telephone number)

 

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

 

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

 

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

 

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

 

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

 

 

Item 1.01 Entry Into a Material Definitive Agreement

 

Century Properties Fund XVII, LP (the “Registrant”), a Delaware limited partnership, owns a 100% interest in Apartment Lodge 17A LLC, a Colorado limited liability company (the “Company”). The Company owns Hampden Heights Apartments (“Hampden Heights”), a 376-unit apartment complex located in Denver, Colorado. As previously disclosed, on May 23, 2011, the Company entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, FF Realty LLC, a Delaware limited liability company (the “Purchaser”), to sell Hampden Heights to the Purchaser for a total sales price of $22,750,000.

 

As previously disclosed, on June 3, 2011, the Company and Purchaser entered into a First Amendment of Purchase and Sale Contract, pursuant to which the Purchaser was given the option to either assume the existing loan encumbering Hampden Heights or obtain a new loan in order to purchase Hampden Heights.

 

On July 1, 2011, the Company and Purchaser entered into a Second Amendment of Purchase and Sale Contract (the “Second Amendment”), pursuant to which (i) the Purchaser has elected to finance the property using a new loan, (ii) all provisions of the Purchase Agreement relating to the new loan are deemed satisfied and/or waived by the Purchaser and (iii) the closing date was modified to July 22, 2011.

 

This summary of the terms and conditions of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as an exhibit.

 

Item 9.01   Financial Statements and Exhibits

 

(d) Exhibits

 

10.24         Second Amendment of Purchase and Sale Contract between Apartment Lodge 17A LLC, a Colorado limited liability company, and FF Realty LLC, a Delaware limited liability company, dated July 1, 2011.

 


 EX-10.24 2 cpf17hampden_ex10z24.htm EXHIBIT 10.24

Exhibit 10.24

 

SECOND AMENDMENT OF Purchase and Sale CONTRACT

 

THIS SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 1st day of July, 2011 (“Effective Date”), by and betweenAPARTMENT LODGE 17A LLC, a Colorado limited liability company, having an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and FF REALTY LLC, a Delaware limited liability company, having a principal address at 5510 Morehouse Drive, Suite 200, San Diego, California 92121 (“Purchaser”).

RECITALS

A.        Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of May 23, 2011 (as amended by that certain First Amendment to Purchase and Sale Contract dated as if June 3, 2011, collectively, the “Contract”), regarding real property located in the City and County of Denver, Colorado and more particularly described in the Contract.

B.         Seller and Purchaser desire to amend the Contract subject to the terms and conditions described below.

C.        All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

agreements

1.                  Incorporation of Recitals.  The foregoing recitals are true and correct and are incorporated herein by reference.

2.                  Feasibility Period.  Purchaser hereby acknowledges and agrees that as of the date of this Amendment the Feasibility Period has expired and Purchaser’s right to terminate the Contract pursuant to Section 3.2 of the Contract has been permanently waived.

3.                  Loan Approval Period; New Loan Deadline.  By its execution hereof, Purchaser hereby agrees that (i) the Loan Approval Period and the New Loan Deadline have expired, (ii) all rights of Purchaser under the Contract to extend either such date are hereby waived by Purchaser, (iii) Purchaser’s right to terminate the Contract pursuant to Section 4.7 of the Contract (as modified by the First Amendment to the Contract) is hereby waived by Purchaser, (iv) Purchaser has elected to finance the purchase of the Property using the New Loan, and (v) all provisions of the Contract relating to the New Loan, the Loan Commitment and the Loan Assumption and Release are deemed satisfied and/or waived by Purchaser.

4.                  Closing Date.  Anything contained in the Contract to the contrary notwithstanding, the Closing shall occur on July 22, 2011 and neither party shall have any right to extend such date unless the other party shall agree in writing (which agreement may be withheld in such other party’s sole discretion).

5.                  No Further Modification.  Except as modified by this Amendment, the Contract remains unmodified.  The terms and provisions of the Contract as amended by this Amendment remain in full force and effect and are hereby ratified and confirmed.

6.                  Counterparts.  This Amendment may be executed in multiple counterparts, and all such counterparts together shall be construed as one document.

7.                  Telecopied/Electronic Mail Signatures.  A counterpart of this Amendment signed by one party to this Amendment and telecopied or sent by electronic mail to another party to this Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this Amendment.

 [Remainder of page intentionally left blank; signatures to follow]

 

 

IN WITNESS WHEREOF, Seller and Purchaser have entered into this Second Amendment as of the date first above stated.

 

SELLER:

 

APARTMENT LODGE 17A LLC,

a Colorado limited liability company

 

By: FOX PARTNERS,

a California general partnership,

its manager

 

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:

 

FF REALTY LLC,

a Delaware limited liability company

 

By:  /s/Jon A. MacDonald

Name:  Jon A. MacDonald

Title:  General Counsel