8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 28, 2006

CENTURY PROPERTIES FUND XVIII

(Exact name of Registrant as specified in its charter)

California	0-11934	94-2834149
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

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

[ ]

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

[ ]

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

[ ]

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

[ ]

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

Item 2.01

Completion of Acquisition or Disposition of Assets.

Century Properties Fund XVIII (the “Registrant”) owns a 100% interest in Oak Run, L.P., a South Carolina limited partnership (the “Partnership”).  The Partnership owned Oak Run Apartments (“Oak Run”), a 420-unit apartment complex located in Dallas, Texas. On December 28, 2006, the Partnership sold Oak Run, which was its last remaining investment property, to a third party, JRK Asset Management Inc., a California corporation (the “Purchaser”). The Purchaser purchased the property along with three other apartment complexes, all of which were owned by entities (together the “Selling Partnerships”) affiliated with AIMCO Properties, L.P., which is an affiliate of the managing general partner of the Registrant. The total sales price for Oak Run and the three other apartment complexes was approximately $48,700,000, of which approximately $13,250,000 represents the portion of the sales price allocated to Oak Run. As a result of this sale the Registrant no longer holds an ownership interest in any investment properties or in any other assets.

The Registrant’s managing general partner does not currently anticipate that there will be any distributable proceeds from this sale to the Registrant’s partners and anticipates liquidating during 2007.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

10.11

Second Amendment to Purchase and Sale Contract and Assignment between Oak Run L.P., a South Carolina limited partnership, and the affiliated Selling Partnerships, and JRK Asset Management, Inc., a California corporation, dated December 15, 2006.

10.12

Third Amendment to Purchase and Sale Contract between Oak Run L.P., a South Carolina limited partnership, and the affiliated Selling Partnerships, and JRK Asset Management, Inc., a California corporation, dated December 21, 2006.

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 XVIII

(a California Limited Partnership)

By:

Fox Partners

General Partner

By:

Fox Capital Management Corporation

Managing General Partner    

By:

/s/Martha L. Long

Martha L. Long

Senior Vice President

Date:

January 4, 2007

EX-1

Exhibit 10.11

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT AND ASSIGNMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT AND ASSIGNMENT (this “Amendment”) is made and entered into as of the 15th day of December, 2006, by and among AIMCO/BRANDYWINE, L.P., a Delaware limited partnership, HAMPTON GREENS CPGF 22, L.P., a Delaware limited partnership, OAK RUN, L.P., a South Carolina limited partnership, and DALLAS-OXFORD ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership (collectively “Sellers”), JRK ASSET MANAGEMENT, INC., a California corporation (“Purchaser”),  BIRCHMONT – COUNTRY CLUB VILLAS, LLC, a Delaware limited liability company (“BM–Country Club”), BIRCHMONT – OAK RUN, LLC, a Delaware limited liability company (“BM–Oak Run”), BIRCHMONT – SPRINGHOUSE, LLC, a Delaware limited liability company (“BM–Spring house”), and BIRCHMONT – HAMPTON GREENS, LLC (“BM–Hampton”; BM–Country Club, BM–Oak Run, BM–Springhouse, and BM–Hampton being collectively referred to herein as “Assignees”).

W I T N E S S E T H:

WHEREAS, Sellers and Purchaser are parties to that certain Purchase and Sale Contract, dated December 8, 2006, as amended by that certain First Amendment to Purchase and Sale Contract dated as of December 11, 2006 (the “Contract”) pertaining to the purchase and sale of those certain real properties located in Randall County and Dallas County, Texas, more particularly described on Exhibits A-1 through A-4 attached thereto;

WHEREAS, Sellers have agreed to give Purchaser a credit at Closing and Purchaser has agreed the Feasibility Period shall expire without termination of the Contract as provided in Section 3.2 thereof, subject to the terms and conditions hereof;

WHEREAS, Purchaser has the right to assign its interest in the Contract to an assignee or assignees pursuant to Section 13.3 of the Contract and accordingly, Assignees, and each of them, desire to acquire the interest of Purchaser in the Contract and Purchaser has agreed to assign Assignees these rights, subject to the terms and conditions of this Amendment; and

WHEREAS, the parties intend to modify the Contract in certain respects, as more particularly set forth hereinafter.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Sellers, Purchaser, and Assignees hereby agree as follows:

1.

Capitalized Terms.  All capitalized terms and phrases used herein shall have the same meanings given to them in the Contract.  

2.

Expiration of Feasibility Period.  Except as provided in the next sentence, Purchaser agrees that, notwithstanding the provisions of the Contract, the Feasibility Period shall be deemed to have expired December 15, 2006 and Purchaser hereby agrees that it has elected not to terminate the Contract pursuant to Section 3.2 thereof.  Seller agrees that, notwithstanding the prior sentence, Purchaser may have to and including December 20, 2006 to terminate the Contract if and only if the Texas Department of Housing and Community Affairs (“Housing Authority”) does not confirm that the Deed Restrictions (defined in Section 4.9 of the Contract) will be terminated in connection with the redemption of the bonds issued by the Housing Authority and that Purchaser shall have to and including December 21, 2006 to make the Additional Deposit.

3.

Credit to Purchase Price.  A new Section 5.4.15 is hereby added to the Contract to provide as follows:

2.4

Credit at Closing.  At the Closing, Sellers shall credit to Purchaser an amount equal to $175,000.00 against the Purchase Price.  Such credit shall be allocated pro rata against each Property’s Applicable Share.

4.

Assignment of Contract.  Purchaser hereby assigns, sells, transfers, sets over and delivers unto Assignees all of Purchaser’s estate, right, title, interest and obligations in and to or under the Contract and the Deposit and Assignees hereby accept such assignment.  Assignees, and each of them, hereby assume all obligations of Purchaser under the Contract and agree to execute all documents and perform all obligations imposed upon Purchaser under the Contract.  The obligations of Assignees under the Contract are joint and several.  Nothing in this Amendment or by way of the assignment set forth in this Section 4 shall relieve Purchaser of its obligations under the Contract, which shall also be joint and several with Assignees.

5.

Acquisition of Properties.  At Closing, (i) BM–Country Club shall acquire title to the Country Club Apartments property identified on Exhibit A-1 of the Contract; (ii) BM–Hampton shall acquire title to the Hampton Green Apartments property identified on Exhibit A-2 of the Contract; (iii) BM–Oak Run shall acquire title to the Oak Run Apartments property identified on Exhibit A-3 of the Contract; and (iv) BM–Springhouse shall acquire title to the Springhouse Apartments property identified on Exhibit A-4 of the Contract.

6.

Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same Amendment.  It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart.

7.

Ratification.  Except as expressly set forth herein, all other terms and conditions of the Contract shall remain unmodified, the same being ratified, confirmed and republished hereby.

8.

Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Texas.

[SIGNATURES ON FOLLOWING PAGE]

NOW, THEREFORE, the parties hereto have executed this Amendment as of the date first set forth above.

Sellers:

Country Club Villas, Amarillo, TX

AIMCO/BRANDYWINE, L.P.,

a Delaware limited partnership

By:

AIMCO Holdings, L.P.,

a Delaware limited partnership,

its General Partner

By:

AIMCO Holdings QRS, Inc.,

a Delaware corporation,

its General Partner

By:

/s/ Steven D. Cordes

Name:

Steven D. Cordes

Title:

Senior Vice President

Hampton Greens, Dallas, TX

HAMPTON GREENS CPGF 22, L.P.,

a Delaware limited partnership,

By:

CPGF 22 Hampton Greens GP, L.L.C.,

a South Carolina limited liability company,

its General Partner

By:

Century Properties Growth Fund XXII, A California
Limited Partnership, a California limited partnership,
its Sole Member

By:

Fox Partners IV,

a California general partnership,

its General Partner,

By:

Fox Capital Management Corporation,

a California corporation,

its General Partner

By:

/s/ Steven D. Cordes

Name:

Steven D. Cordes

Title:

Senior Vice President

Oak Run, Dallas, TX

OAK RUN, L.P.,

a South Carolina limited partnership

By:

Oak Run GP, L.L.C.,

a South Carolina limited liability company,

its General Partner

By:

Century Properties Fund XVIII,

a California limited partnership,

its Member

By:

Fox Partners,

a California general partnership,

its General Partner

By:

Fox Capital Management Corporation,

a California corporation,

its General Partner

By:

/s/ Steven D. Cordes

Name:

Steven D. Cordes

Title:

Senior Vice President

Springhouse, Dallas, TX

DALLAS-OXFORD ASSOCIATES LIMITED PARTNERSHIP,

a Maryland limited partnership

By:

D-O Associates, L.L.C.,

a Maryland limited liability company,

its Managing General Partner

By:

Oxford Realty Financial Group, Inc.,

a Maryland corporation,

its Member

By:

/s/ Steven D. Cordes

Name:

Steven D. Cordes

Title:

Senior Vice President

Purchaser:

JRK ASSET MANAGEMENT, INC.,

a California corporation

By:

/s/ Jay Schulman

Name:

JAY SCHULMAN

Title:

President

Assignees:

BM–Country Club

BIRCHMONT – COUNTRY CLUB VILLAS, LLC,

a Delaware limited liability company

By:

Birchmont Dallas Holdings, LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

Birchmont Property Holdings I LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

JRK Asset Management, Inc.,
a California corporation,
its Manager

By:

/s/ Jay Schulman
JAY SCHULMAN, President

BM–Oak Run

BIRCHMONT – OAK RUN, LLC,

a Delaware limited liability company

By:

Birchmont Dallas Holdings, LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

Birchmont Property Holdings I LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

JRK Asset Management, Inc.,
a California corporation,
its Manager

By:

/s/ Jay Schulman
JAY SCHULMAN, President

BM–Hampton

BIRCHMONT – HAMPTON GREENS, LLC,

a Delaware limited liability company

By:

Birchmont Dallas Holdings, LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

Birchmont Property Holdings I LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

JRK Asset Management, Inc.,
a California corporation,
its Manager

By:

/s/ Jay Schulman
JAY SCHULMAN, President

BM–Springhouse

BIRCHMONT – SPRINGHOUSE, LLC,

a Delaware limited liability company

By:

Birchmont Dallas Holdings, LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

Birchmont Property Holdings I LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

JRK Asset Management, Inc.,
a California corporation,
its Manager

By:

/s/ Jay Schulman
JAY SCHULMAN, President

EX-2

Exhibit 10.12

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Amendment”) is made and entered into as of the 21st day of December, 2006, by and among AIMCO/BRANDYWINE, L.P., a Delaware limited partnership, HAMPTON GREENS CPGF 22, L.P., a Delaware limited partnership, OAK RUN, L.P., a South Carolina limited partnership, and DALLAS-OXFORD ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership (collectively “Sellers”), and JRK ASSET MANAGEMENT, INC., a California corporation,  BIRCHMONT – COUNTRY CLUB VILLAS, LLC, a Delaware limited liability company, BIRCHMONT – OAK RUN, LLC, a Delaware limited liability company, BIRCHMONT – SPRINGHOUSE, LLC, a Delaware limited liability company, and BIRCHMONT – HAMPTON GREENS, LLC (collectively, “Purchasers”).

W I T N E S S E T H:

WHEREAS, Sellers and Purchasers are parties to that certain Purchase and Sale Contract, dated December 8, 2006, as amended by that certain First Amendment to Purchase and Sale Contract dated as of December 11, 2006, and that certain Second Amendment to Purchase and Sale Contract and Assignment dated December 15, 2006 (the “Second Amendment”) (collectively, the “Contract”) pertaining to the purchase and sale of those certain real properties located in Randall County and Dallas County, Texas, more particularly described on Exhibits A-1 through A-4 attached thereto;

WHEREAS, in connection with the redemption of certain bonds encumbering the Springhouse Property, Sellers have agreed to use commercially reasonable efforts to cause the deed restrictions associated with such bonds (the “Deed Restrictions”) to be released from title to the Springhouse Property following the Closing;

WHEREAS, Purchasers have elected not to terminate the Contract pursuant to Paragraph 2 of the Second Amendment.

WHEREAS, the parties intend to modify the Contract to reflect the foregoing, as more particularly set forth hereinafter.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Sellers and Purchasers hereby agree as follows:

1.

Capitalized Terms.  All capitalized terms and phrases used herein shall have the same meanings given to them in the Contract.  

2.

Release of Springhouse Property Deed Restrictions.  Sellers shall use commercially reasonable efforts to obtain from the Texas Department of Housing and Community Affairs a fully executed release of the Deed Restrictions and to cause such release to be recorded in the real property records of Dallas County, Texas on or before 90 days following the Closing.

3.

Expiration of Right to Terminate Contract Pursuant to Paragraph 2 of the Second Amendment.  Purchaser hereby acknowledges that its right to terminate the Contract pursuant to the provisions of Paragraph 2 of the Second Amendment have lapsed.

4.

Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same Amendment.  It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart.

5.

Ratification.  Except as expressly set forth herein, all other terms and conditions of the Contract shall remain unmodified, the same being ratified, confirmed and republished hereby.

6.

Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Texas.

[SIGNATURES ON FOLLOWING PAGE]

NOW, THEREFORE, the parties hereto have executed this Amendment as of the date first set forth above.

Sellers:

Country Club Villas, Amarillo, TX

AIMCO/BRANDYWINE, L.P.,

a Delaware limited partnership

By:

AIMCO Holdings, L.P.,

a Delaware limited partnership,

its General Partner

By:

AIMCO Holdings QRS, Inc.,

a Delaware corporation,

its General Partner

By:

/s/ Kris Vercauteren

Name:

Kris Vercauteren

Title:

Vice President

Hampton Greens, Dallas, TX

HAMPTON GREENS CPGF 22, L.P.,

a Delaware limited partnership,

By:

CPGF 22 Hampton Greens GP, L.L.C.,

a South Carolina limited liability company,

its General Partner

By:

Century Properties Growth Fund XXII, A California
Limited Partnership, a California limited partnership,
its Sole Member

By:

Fox Partners IV,

a California general partnership,

its General Partner,

By:

Fox Capital Management Corporation,

a California corporation,

its General Partner

By:

/s/ Kris Vercauteren

Name:

Kris Vercauteren

Title:

Vice President

Oak Run, Dallas, TX

OAK RUN, L.P.,

a South Carolina limited partnership

By:

Oak Run GP, L.L.C.,

a South Carolina limited liability company,

its General Partner

By:

Century Properties Fund XVIII,

a California limited partnership,

its Member

By:

Fox Partners,

a California general partnership,

its General Partner

By:

Fox Capital Management Corporation,

a California corporation,

its General Partner

By:

/s/ Kris Vercauteren

Name:

Kris Vercauteren

Title:

Vice President

Springhouse, Dallas, TX

DALLAS-OXFORD ASSOCIATES LIMITED PARTNERSHIP,

a Maryland limited partnership

By:

D-O Associates, L.L.C.,

a Maryland limited liability company,

its Managing General Partner

By:

Oxford Realty Financial Group, Inc.,

a Maryland corporation,

its Member

By:

/s/ Kris Vercauteren

Name:

Kris Vercauteren

Title:

Vice President

Purchasers:

JRK Asset Management

JRK ASSET MANAGEMENT, INC.,

a California corporation

By:

/s/ Jay Schulman

Name:

JAY SCHULMAN

Title:

President

BM–Country Club

BIRCHMONT – COUNTRY CLUB VILLAS, LLC,

a Delaware limited liability company

By:

Birchmont Dallas Holdings, LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

Birchmont Property Holdings I LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

JRK Asset Management, Inc.,
a California corporation,
its Manager

By:

/s/ Jay Schulman
JAY SCHULMAN, President

BM–Oak Run

BIRCHMONT – OAK RUN, LLC,

a Delaware limited liability company

By:

Birchmont Dallas Holdings, LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

Birchmont Property Holdings I LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

JRK Asset Management, Inc.,
a California corporation,
its Manager

By:

/s/ Jay Schulman
JAY SCHULMAN, President

BM–Hampton

BIRCHMONT – HAMPTON GREENS, LLC,

a Delaware limited liability company

By:

Birchmont Dallas Holdings, LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

Birchmont Property Holdings I LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

JRK Asset Management, Inc.,
a California corporation,
its Manager

By:

/s/ Jay Schulman
JAY SCHULMAN, President

BM–Springhouse

BIRCHMONT – SPRINGHOUSE, LLC,

a Delaware limited liability company

By:

Birchmont Dallas Holdings, LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

Birchmont Property Holdings I LLC,
a Delaware limited liability company,
its Sole Member and Manager

By:

JRK Asset Management, Inc.,
a California corporation,
its Manager

By:

/s/ Jay Schulman
JAY SCHULMAN, President