-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O+sztdUoQ9xPxJsj+MWxoPZRp4bw7aFqOYgSFASsPfhCrsqDdpoevfuh2T7aSwIb ayAJvqNgw7qaHf5jxqoeyQ== 0000889812-95-000328.txt : 19950620 0000889812-95-000328.hdr.sgml : 19950620 ACCESSION NUMBER: 0000889812-95-000328 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950619 SROS: NONE SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44273 FILM NUMBER: 95547829 BUSINESS ADDRESS: STREET 1: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 4049169090 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEFOREST VENTURES I L P CENTRAL INDEX KEY: 0000931436 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 100 JERICHO QUADRANGLE SUITE 214 CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5168220022 MAIL ADDRESS: STREET 2: 5665 NORTHSIDE DRIVE N W CITY: ATLANTA STATE: GA ZIP: 30328 SC 14D1/A 1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 Amendment No. 1 ----------------------- CENTURY PROPERTIES FUND XVII (Name of Subject Company) DEFOREST VENTURES I L.P. (Bidder) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ----------------------- Michael L. Ashner Copy to: DeForest Capital I Corporation Mark I. Fisher 100 Jericho Quadrangle Rosenman & Colin Suite 214 575 Madison Avenue Jericho, New York 11735-2717 New York, New York 10022-2585 (516) 822-0022 (212) 940-8877 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) AMENDMENT NO. 1 TO SCHEDULE 14D-1 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Commission on June 2, 1995 (the "Schedule 14D-1"), by DeForest Ventures I L.P., a Delaware limited partnership (the "Purchaser"), relating to the Purchaser's offer to purchase up to 15,309 outstanding Units of Limited Partnership Interest of Century Properties Fund XVII, a California limited partnership, at $83.38 per Unit, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 2, 1995 (the "Offer to Purchase") and related Letter of Transmittal. Terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 14D-1 and the Offer to Purchase. Item 1. Security and Subject Company. (c) The information set forth in the Supplement to the Offer to Purchase in Section 13. "Background of the Offer," is incorporated herein by reference. Item 3. Past Contracts, Transactions or Negotiations with the Subject Company. (a)-(b) The information set forth in the Supplement to the Offer to Purchase under "INTRODUCTION" and in Section 13. "Background of the Offer," is incorporated herein by reference. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. (a)-(b) The information set forth in the Supplement to the Offer to Purchase in Section 13. "Background of the Offer," is incorporated herein by reference. Item 6. Interest in Securities of the Subject Company. (a) The information set forth in the Supplement to the Offer to Purchase under "INTRODUCTION" is incorporated herein by reference. Item 10. Additional Information. (f) The information set forth in the Supplement to the Offer to Purchase, a copy of which is filed as Exhibit (a)(4) hereto, is incorporated herein in its entirety by reference. Item 11. Material to be Filed as Exhibits. (a)(4) Supplement to the Offer to Purchase, dated June 19, 1995. (z)(1) Amended Stipulation of Settlement relating to the action entitled "In Re DeForest Tender Offer Securities Litigation" entered in the United States District Court for the Northern District of Georgia, Atlanta Division. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 19, 1995 DEFOREST VENTURES I L.P. By: DeForest Capital I Corporation its General Partner By:/s/ Michael L. Ashner --------------------- Name: Michael L. Ashner Title: President Exhibit Index Sequentially Exhibit No. Numbered Page - ----------- ------------- (a)(4) Supplement to the Offer to Purchase, dated June 19, 1995. (z)(1) Amended Stipulation of Settlement relating * to the action entitled "In Re DeForest Tender Offer Securities Litigation" entered in the United States District Court for the Northern District of Georgia, Atlanta Division. * Incorporated by reference to Amendment No. 1 to Schedule 14D-1 filed by DeForest Ventures II L.P. ("Ventures II") on June 19, 1995 in respect of Ventures II's offer to purchase Units of Limited Partnership Interest of National Property Investors II. EX-99.(A)(4) 2 SUPPLEMENT TO OFFER TO PURCHASE Exhibit 99.(a)(4) Supplement to Offer to Purchase Up to 15,309 Units of Limited Partnership Interest of CENTURY PROPERTIES FUND XVII for $83.38 Per Unit by DEFOREST VENTURES I L.P. THE OFFER, WITHDRAWAL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 30, 1995, UNLESS EXTENDED. The Purchaser hereby supplements and amends its offer to purchase up to 15,309 of the outstanding Units of Limited Partnership Interest of Century Properties XVII, a California limited partnership for $83.38 per Unit, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 2, 1995, in this Supplement and in the related Letter of Transmittal as each may be supplemented or amended from time to time. Capitalized terms used in the Offer to Purchase and this Supplement shall have the meanings ascribed to them in the Glossary contained in this Supplement. BY EXECUTING A LETTER OF TRANSMITTAL, A UNITHOLDER WHO HAS PREVIOUSLY REQUESTED EXCLUSION FROM THE SETTLEMENT WILL BE DEEMED TO HAVE REVOKED SUCH REQUEST AND THEREUPON BE BOUND BY THE SETTLEMENT AND ALL ORDERS AND FINAL JUDGMENTS RENDERED IN THE ACTION. Limited Partners are urged to consider the following factors: o The Offer is being made pursuant to the terms of the Settlement of the Action which were described in the Offer to Purchase. The Cash Consideration to be paid for each Unit tendered was determined as part of the negotiations conducted in connection with the Settlement. In establishing the Cash Consideration, the Purchaser, an affiliate of the General Partner, was motivated to set the lowest price for the Units which may conflict with Unitholders receiving a higher price for the Units. o The Derived Value of the Partnership's assets as of March 31, 1995 estimated by the Purchaser, an affiliate of the General Partner, and disclosed in the Offer to Purchase was $186 per Unit and the equity value of the Partnership as of June 30, 1994 estimated by an independent third party and also disclosed in the Offer to Purchase was $99 per Unit. o The General Partner and the Purchaser are affiliates and, accordingly, have conflicts of interest with respect to the Offer. These include certain conflicts resulting from the terms of the Amended DeForest Loan which was obtained by the Purchaser to finance the Offer. As a result, a conflict of interest may exist for the General Partner in determining whether to sell and/or refinance the Partnership's properties and whether to distribute the proceeds of any such sale or refinancing (See "Section 10. Conflicts of Interest and Transactions with Affiliates" in the Offer to Purchase for a more detailed explanation of this conflict.) o As a result of the Original Tender Offers, the Purchaser, an affiliate of the General Partner, is in a position to significantly influence all Partnership decisions on which Unitholders may vote. Consummation of the Offer may further enhance such voting influence. (See "Section 7. Effects of the Offer" in the Offer to Purchase for additional information on limitations on the Purchaser's right to vote its Units.) o Consummation of the Offer may limit the ability of Unitholders to dispose of Units in the secondary market during the twelve month period following completion of the Offer. (See "Section 7. Effects of the Offer" in the Offer to Purchase.) o Unitholders who tender their Units will be giving up the opportunity to participate in any future potential benefits represented by the ownership of such Units, including, potential future distributions. INTRODUCTION The "Introduction" to the Offer to Purchase is hereby supplemented and amended as follows: The Offer is being made pursuant to the terms of the Settlement Agreement. Pursuant to the Settlement Agreement, Unitholders who tender their Units will receive the Cash Consideration of $83.38 per Unit and may also be entitled to receive the Residual Settlement Premium. The per Unit amount of the Residual Settlement Premium, which is not expected to be material, is dependent on the amount of attorney's fees awarded by the Court following expiration of the Offer and will be determined in accordance with the terms of the Settlement Agreement. The Residual Settlement Premium will range from a minimum of zero to a maximum of approximately $3.71 per Unit if no attorney's fees are awarded. If the Court awards the attorney's fees which have been requested, the maximum Residual Settlement Premium will be approximately $.86 per Unit. The Residual Settlement Premium will be paid promptly after the Court's award of attorney's fee which is expected to occur as soon as practicable following the expiration of the Offer. (See "THE TENDER OFFER - Section 13. Background of the Offer".) THE TENDER OFFER Section 6. Certain Federal Income Tax Consequences. Section 6 of the Offer to Purchase is hereby supplemented to include the following: Potential Recharacterization of Loan. If the Loans are recharacterized for tax purposes as current sales, then all Units tendered would be treated as having been sold in 1995. Such recharacterization would require tendering Unitholders to recognize gain or loss in 1995 with respect to all of their Units tendered pursuant to the Offer but also might enable such Unitholders to deduct their remaining suspended passive activity losses (if any) from the Partnership in 1995. Such recharacterization also would result in a termination of the Partnership for federal income tax purposes on the date the Loans are made. Following a tax termination, the Partnership and, therefore, non-tendering Unitholders, would report lower depreciation deductions for the balance of 1995 and for a period of years thereafter than they otherwise would. Non-tendering Unitholders also may report slightly greater ordinary income (if any) on a future sale of their Units, depending on the timing and other circumstances of such sale, than they otherwise would absent a tax termination of the Partnership. Finally, a tax termination of the Partnership would cause the Partnership to have two taxable years within calendar year 1995, which could result in a "bunching" of income for Unitholders (who are not individuals) whose taxable year is not the calendar year. Section 9. Certain information Concerning the Partnership. Section 9 of the Offer to Purchase is hereby supplemented and amended as follows: The original anticipated holding period of the Partnership's properties was five to eight years following the acquisition of a property. Currently, properties in the Partnership's portfolio have been held for varying periods ranging from approximately 12 to 13 years. 2 Description of Properties. A description of the multi-family residential properties in which the Partnership has an ownership interest is as follows.
Date of Name and Location Purchase Size ----------------- -------- ---- Cherry Creek Gardens Apartments 09/82 296 units 9959 East Peakview Avenue Englewood, Colorado Creekside Apartments 10/82 328 units 5250 Cherry Creek South Drive Denver, Colorado The Lodge Apartments 10/82 376 units 8405 East Hampden Avenue Denver, Colorado The Village in the Woods Apartments 10/82 530 units 11800 Grant Road Cypress, Texas Cooper's Pond Apartments 3/83 463 units 6225 North Dale Mabry Highway Tampa, Florida
All of the Partnership's properties are owned in fee. Accumulated Depreciation Schedule. Set forth below is a table showing the gross carrying value, accumulated depreciation and federal tax basis of each of the Partnership's properties as of December 31, 1994.
Gross Pension for Carrying Impairment Accumulated Federal Property Value of Value Depreciation Rate Method Tax Basis -------- ---------- ------------ ------------ ---- ------ ---------- Cherry Creek Gardens Apartments $14,340,000 0 $5,483,000 6-30yrs. S/L $4,021,000 Englewood, Colorado The Lodge Apartments 11,501,000 0 4,161,000 6-30yrs. S/L 4,133,000 Denver, Colorado Creekside Apartments 9,797,000 0 3,526,000 6-30yrs. S/L 3,580,000 Denver, Colorado Cooper's Pond Apartments 15,347,000 $1,430,000 5,653,000 6-30yrs. S/L 3,842,000 Tampa, Florida The Village in the Woods 13,932,000 0 5,147,000 6-30 yrs. S/L 4,742,000 Apartments Cypress, Texas ----------- ---------- ----------- ----------- Totals $64,917,000 $1,430,000 $23,970,000 $20,318,000 =========== ========== =========== ===========
3 Schedule of Mortgages.
Principal Balance at Principal December 31, Interest Period Maturity Balance Due Property 1994 Rate Amortized Date At Maturity -------- ------------- ----- --------- ----- ----------- Cherry Creek Apartments First Mortgage $7,997,000 8.63% 25 Years 12/07/99 $7,321,000 The Lodge Apartments First Mortgage 5,956,000 7.875% 25 Years 06/01/00 5,363,000 Creekside Apartments First Mortgage 5,422,000 7.875% 25 Years 06/01/00 4,882,000 Cooper's Pond Apartments First Mortgage 4,134,000 8.50% (2) 07/01/05 4,134,000 Second Mortgage 3,769,000 8.00% 30 Years 07/01/99 3,447,000 The Village in the Woods Apartments First Mortgage 14,421,000 12.78%(1) (2) 01/24/00 14,421,000 Second Mortgage 1,073,000 7.00% 15 Years 06/01/98 876,000 ---------- 42,772,000 Less Unamortized Present Value Discounts: The Village in the Woods Apartments 6,972,000 ----------- Totals $35,800,000 $40,444,000 =========== ===========
(1) The Note has been discounted to yield interest at an annual rate of 12. (2) Interest only.
Occupancy Summary Average Occupancy Rate (%) for the Year Ended December 31, ---------------------------------- 1994 1993 1992 ---- ---- ---- Cherry Creek Gardens Apartments 98 97 96 Creekside Apartments 97 97 95 The Lodge Apartments 97 95 95 The Village in the Woods Apartments 93 93 90 Cooper's Plaza 94 88 90
4 Selected Financial Data. Set forth below is a summary of certain financial data for the Partnership which has been excerpted or derived from the Partnership's Annual Reports on Form 10-K for the years ended December 13, 1994, 1993, 1992, 1991 and 1990 and the Partnership's Quarterly reports on form 10-Q for the three months ended March 31, 1995 and March 31, 1994. The quarterly data is unaudited.
Three Months Ended March 31, For the Years Ended December 31, ------------------- ------------------------------------------------------------ 1995 1994 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- ---- ---- (Amounts in thousands except per unit data) Total Revenues $ 2,903 $ 2,726 $11,355 $12,909 $13,272 $13,314 $12,567 ======= ======= ======= ======= ======= ======= ======= Loss Before Extraordinary Item - - (437) (2,445) (3,592) (4,278) (3,104) Extraordinary Item - - - 3,813 - - - ------- ------- ------- ------- ------- ------- ------- Net Income (Loss) $ 81 $ (164) $ (437) $ 1,368 $(3,592) $(4,278) $(3,104) ======= ======= ======= ======= ======= ======= ======= Net Loss Per Limited Partnership Unit(1): Loss Before Extraordinary Item $ 1 $ (2) $ (5) $ (29) $ (42) $ (50) $ (37) Extraordinary Item - - - 45 - - - ------- ------- ------- ------- ------- ------- ------- Net Loss $ 1 $ (2) $ (5) $ 16 $ (42) $ (50) $ (37) ======= ======= ======= ======= ======= ======= ======= Total Assets $44,061 $43,875 $44,041 $44,040 $54,764 $63,701 $66,378 ======= ======= ======= ======= ======= ======= ======= Long-Term Obligations: Notes Payable $35,900 $35,472 $35,800 $33,363 $45,759 $50,560 $48,733 ======= ======= ======= ======= ======= ======= =======
- ----------------- (1) $1,000 original contribution per unit, based on units outstanding during the year after giving effect to the allocation of net loss to the general partners. Section 13. Background of the Offer. Section 13 of the Offer to Purchase is hereby supplemented to include the following: As disclosed in the Offer to Purchase, neither the General Partner nor the Purchaser has any present plans or intentions with respect to the sale of the Partnership's property or the liquidation of the Partnership. However, holders of a majority of outstanding Units have the right to replace the General Partner and thereby influence the timing of a sale or liquidation. The Cash Consideration was established as part of the Settlement as a result of arm's length negotiations between the parties in the various litigations described in the Offer to Purchase. The equity analysis of the Partnership as of June 30, 1994 referred to in Section 13 of the Offer to Purchase was conducted by Victor Capital Group. Such analysis utilized a methodology similar to that employed by the Purchaser in estimating the Derived Value and employed a capitalization rate of 9.75%. 5 GLOSSARY Action: The class action litigation entitled In Re DeForest Tender Offer Securities Litigation (Civil Action No. 1:94-CV-2983-JEC) filed in the Court. Amended DeForest Loan: The Original DeForest Loan, as amended in connection with consummation of the Settlement Tender Offers Amended NPI Loan: The Original NPI Loan as amended in connection with the Settlement Tender Offers Amended Loan Agreement: The Original Loan Agreement, as amended on May 8, 1995, to provide for the amendments to the Original Loans Amended Loans: The Amended DeForest Loan and the Amended NPI Loan Apollo: Apollo Real Estate Advisors, L.P. Attributed Net Value: The purchase price actually paid by the Purchaser or DeForest II for Tendered Units of each of the Subject Partnerships multiplied by the number of Tendered Units actually acquired at such price Business Day: Any day other than Saturday, Sunday or a federal holiday, and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time Cap Rate: The capitalization rate used in calculating the Derived Value Cash Consideration: The amount of cash paid to each Unitholder for each Unit tendered upon consummation of the Offer Code: The Internal Revenue Code of 1986, as amended Commission: The Securities and Exchange Commission Court: The United States District Court for the Northern District of Georgia, Atlanta Division DeForest Capital: DeForest Capital I Corporation, the general partner of the Purchaser DeForest II: DeForest Ventures II L.P., a Delaware limited partnership and an affiliate of the Purchaser Derived Value: The Purchaser's estimated net value of the Partnership's assets, as determined in Section 13 of the Offer to Purchase EBIDA: Earnings before interest, depreciation and amortization Eligible Institution: A member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States Exchange Act: Securities Exchange Act of 1934, as amended Expiration Date: 12:00 Midnight, New York City Time on June 30, 1995, unless and as extended. FCMC: Fox Capital Management Corporation 6 Fox Partnerships: Century Properties Fund XII; Century Properties Fund XIII; Century Properties Fund XIV; Century Properties Fund XV; Century Properties Fund XVI; Century Properties Fund XVII; Century Properties Fund XVIII; Century Properties Fund XIX; Century Properties Growth Fund XXII; MRI Business Properties Fund, Ltd.; MRI Business Properties Fund, Ltd. II; and MRI Business Properties Fund, Ltd. III FRI: Fox Realty Investors General Partner: Fox Partners Kidder: Kidder Peabody Mortgage Capital Corporation Lender: PaineWebber Real Estate Securities Inc., the successor in interest to Kidder Loan: A non-recourse loan to be extended to tendering Unitholders if Units in excess of the Transfer Limitation are tendered Loan Proceeds: The proceeds of a Loan NPI: National Property Investors, Inc., NPI-AP Management: NPI-AP Management, L.P NPI Equity: NPI Equity Investments II, Inc. NPI Partnerships: National Property Investors II; National Property Investors III; National Property Investors 4; National Property Investors 5; National Property Investors 6; National Property Investors 7; and National Property Investors 8 NPI Realty: NPI Realty Advisors, Inc. Offer: The Offer to Purchase, the Supplement thereto dated June 19, 1995, and the related Letter of Transmittal, as each may be supplemented or amended from time to time Offer to Purchase: The Offer of the Purchaser, dated June 2, 1995, to purchase up to 15,309 Units Order: The Court order entered on May 19, 1995 determining, among other things, that the terms of the Settlement were fair, reasonable and adequate, and dismissing the Action with prejudice Original DeForest Loan: The loan obtained by the Purchaser in connection with consummation of the Original Tender Offers in the principal amount of $21,223,690 Original NPI Loan: The loan obtained by DeForest II in connection with the consummation of the Original Tender Offers, in the principal amount of $13,250,690 Original Fox Tender Offers: The Original Tender Offers for units of limited partnership interest in the Fox Partnerships, commenced by DeForest I on October 17, 1994 Original Loan Agreement: The agreement governing the Original Loans Original Loans: The Original DeForest Loan and the Original Fox Loan Original NPI Tender Offers: The Original Tender Offers for units of limited partnership interest in the NPI Partnerships, commenced by the DeForest II on October 17, 1994 Original Purchase Price: The purchase price offered for Units in the Original Tender Offer for Units 7 Original Tender Offers: The Original NPI Tender Offers and the Original Fox Tender Offers Partnership: Century Properties Fund XVII, a California limited partnership Purchase Proceeds: The Cash Consideration payable per Unit in connection with the purchase of Units upon consummation of the Offer Purchaser: DeForest Ventures I L.P., a Delaware limited partnership Purchaser Cash Flow: The cash revenues, with certain exceptions, to be received by NPI-AP Management, and by certain other entities affiliated with NPI, less allowable operating expenses. Residual Settlement Premium: An additional cash payment to which tendering Unitholders may also be entitled pursuant to the Settlement Agreement. Retained Units: The Units which are not purchased pursuant to the Offer but which are the subject of, and which comprise the security for, the Loans Settlement: The settlement of the Action governed by the Settlement Agreement Settlement Agreement: The Court approved agreement governing the terms of the Settlement Settlement Notice: The Notice of Class Action and Hearing of Proposed Settlement Settlement Premium: $7.38, representing the amount of the Cash Consideration in excess of the Original Purchase Price Settlement Tender Offers: The Offer and the tender offers for units of the other Subject Partnerships which were required to be made pursuant to the Settlement Subject Partnerships: The Partnership and the 18 other limited partnerships which were the subject of the Original Tender Offers Tender Cash Flow: The amount of money received by the Purchaser and DeForest II with respect to Tendered Units Tendered Units: The units of limited partnership interest acquired in the Original Tender Offers and acquired or held in connection with the Settlement Tender Offers TIN: Taxpayer identification number Transfer Limitation: 13,862 Units Unitholders: Holders of units of limited partnership interest Units: Units of limited partnership interest of the Partnership DEFOREST VENTURES I L.P. June 19, 1995 8 -----END PRIVACY-ENHANCED MESSAGE-----