0000931017-95-000074.txt : 19950825 0000931017-95-000074.hdr.sgml : 19950825 ACCESSION NUMBER: 0000931017-95-000074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950824 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVIII CENTRAL INDEX KEY: 0000704271 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942834149 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44275 FILM NUMBER: 95566486 BUSINESS ADDRESS: STREET 1: 5665 NORTHSIDE DR NW - STE 370 STREET 2: C/O METRIC MANAGEMENT INC 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 13D/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 13D/A 1 CENTURY PROPERTIES FUND XVIII 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 2) _______________________ CENTURY PROPERTIES FUND XVIII (Name of Issuer) 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) August 17, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ____.( Check the following box if a fee is being paid with the statement( x . ---- (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class). (See Rule 13d-7.) ( Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).( ( Page 1 of 7 Page 2 of 7 __________________________________________________________________ 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person DeForest Ventures I L.P. I.R.S. I.D. No. 11-3230287 __________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group* (a) _____ (b) _____ __________________________________________________________________ 3. SEC Use Only __________________________________________________________________ 4. Sources of Funds* __________________________________________________________________ 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) _____ __________________________________________________________________ 6. Citizenship or Place of Organization Delaware __________________________________________________________________ Number 7. Sole Voting Power 21,401 of ______________________________________________ Shares 8. Shared Voting Power - 0 - Beneficially ______________________________________________ Owned by Each 9. Sole Dispositive Power 21,401 Reporting ______________________________________________ Person With 10. Shared Dispositive Power - 0 - __________________________________________________________________ Page 3 of 7 11. Aggregate Amount Beneficially Owned by Each Reporting Person 21,401 Units __________________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ____ __________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 28.53% __________________________________________________________________ 14. Type of Reporting Person* PN __________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 7 This Amendment No. 2 amends certain information contained in the final amendment to Schedule 14D-1, filed by DeForest Ventures I L.P. ("DeForest")on November 30, 1994 with respect to units of limited partnership interest (the "Units") in Century Properties Fund XVIII ("Issuer"), as amended on July 10, 1995, the filing of which, pursuant to Instruction F of Schedule 14D-1, also satisfied DeForest's reporting obligations under Section 13(d) of the Act, and constituted the filing by DeForest on Schedule 13D. Item 4. Purpose of Transaction. The following information is hereby added to the information provided in response to Item 4: On August 17, 1995, DeForest entered into an agreement (the "Partnership Units Agreement") pursuant to which it agreed to sell to Insignia NPI, L.L.C., an affiliate of Insignia Financial Group, Inc. ("Insignia"), all of the Units held by DeForest in the Issuer. The sale of the Units is subject to the satisfaction of certain conditions (including governmental third party consents and other conditions not within the control of the parties to the agreement) and is scheduled to close in January 1996. DeForest does not expect to acquire any additional Units prior to the Closing. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The following information is hereby added to the information provided in response to Item 6: See Item 4 On August 17, 1995, the stockholders of National Property Investors, Inc. ("NPI"), the sole shareholder of NPI Equity Investments II, Inc. ("NPI Equity"), , the entity which controls Fox Capital Management Corporation ("FCMC"), the managing general partner of Registrant's general partner, entered into an Page 5 of 7 agreement to sell to IFGP Corporation, an affiliate of Insignia, all of the issued and outstanding stock of NPI. The sale of the stock is subject to the satisfaction of certain conditions (including governmental and third party consents and other conditions not within the control of the parties to the agreement) and is scheduled to close in January 1996. Upon Closing, it is expected that the current officers and directors of NPI Equity and FCMC will resign and Insignia will elect new officers and directors. Pursuant to the terms of the Partnership Units Agreement, DeForest and NPI Equity have agreed that, consistent with and subject to the terms of the Settlement Agreement and subject to its fiduciary duties as general partner of a Issuer and the provisions of the partnership agreement of Issuer, until the closing date of the Partnership Units Agreement, they will vote all of their respective interests in Issuer against and shall not take any action to cause (a) any merger, consolidation, reorganization, other business combination, or recapitalization involving Issuer, (b) any dissolution, liquidation, or termination of Issuer, (c) a sale of all or substantially all of the assets of Issuer in one transaction, (d) the amendment of the limited partnership agreement or any other organizational document of Issuer, (e) any change in the general partner of Issuer, or (f) any proposition the effect of which may be to inhibit, prohibit, restrict, or delay the consummation of any of the transactions contemplated by the Partnership Units Agreement or any of the other agreements contemplated thereby or impair the contemplated benefits thereunder. Item 7. Material to Filed as Exhibits 1. Partnership Units Purchase Agreement, dated as of August 17, 1995, incorporated by reference to Exhibit 1 to Amendment No. 2 to DeForest's Schedule 13D filed with the Securities and Exchange Commission on August 24, 1995 with respect to DeForest's ownership interest in Century Properties Fund XIV. 2. NPI, Inc. Stock Purchase Agreement, dated as of August 17, 1995, incorporated by reference to Exhibit 1 to Amendment No. 2 to DeForest's Schedule 13D filed with the Securities and Exchange Commission on August 24, 1995 with respect to DeForest's ownership interest in Century Properties Fund XIV. Page 6 of 7 Signatures 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: August 21, 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 Page 7 of 7 EXHIBIT INDEX Exhibit Page No. 1. Partnership Units Purchase Agreement, (1) dated as of August 17, 1995 2. NPI, Inc. Stock Purchase Agreement, (1) dated as of August 17, 1995 _________________________ (1) Incorporated by reference to Exhibit 1 to Amendment No. 2 to DeForest's Schedule 13D filed with the Securities and Exchange Commission on August 24, 1995 with respect to DeForest's ownership interest in Century Properties Fund XIV ??(..continued)