-----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, VYCVjwjuEnJo/rJM+t5iyHPOJdyQZud+8RnCBENQFkjQTVtOKdyxLsA7Ndr1y4h7 UwXaKSMPwTB2vVs42y8FMw== 0000711642-01-500015.txt : 20010509 0000711642-01-500015.hdr.sgml : 20010509 ACCESSION NUMBER: 0000711642-01-500015 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XIX CENTRAL INDEX KEY: 0000705752 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942887133 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-11935 FILM NUMBER: 1624570 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 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 10QSB 1 cpf19.txt CPF19 FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to _________ Commission file number 0-11935 CENTURY PROPERTIES FUND XIX (Exact name of small business issuer as specified in its charter) California 94-2887133 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, PO Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CENTURY PROPERTIES FUND XIX CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 2001
Assets Cash and cash equivalents $ 1,352 Receivables and deposits 796 Restricted escrows 130 Other assets 628 Investment properties: Land $ 11,635 Buildings and related personal property 89,159 100,794 Less accumulated depreciation (50,125) 50,669 $ 53,575 Liabilities and Partners' (Deficit) Capital Liabilities Accounts payable $ 161 Tenant security deposits payable 339 Accrued property taxes 502 Due to former affiliate 270 Other liabilities 783 Mortgage notes payable 58,850 Partners' (Deficit) Capital: General partner $ (9,609) Limited partners (89,292 units issued and outstanding) 2,279 (7,330) $ 53,575 See Accompanying Notes to Consolidated Financial Statements
b) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended March 31, 2001 2000 Revenues: Rental income $ 4,191 $ 4,147 Other income 280 165 Gain on casualty 158 -- Total revenues 4,629 4,312 Expenses: Operating 1,373 1,440 General and administrative 120 79 Depreciation 863 801 Interest 1,203 1,217 Property tax 350 389 Total expenses 3,909 3,926 Net income $ 720 $ 386 Net income allocated to general partner $ 85 $ 46 Net income allocated to limited partners 635 340 $ 720 $ 386 Net income per limited partnership unit $ 7.11 $ 3.81 Distributions per limited partnership unit $13.58 $ -- See Accompanying Notes to Consolidated Financial Statements c) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENT OF PARTNERS' (DEFICIT) CAPITAL (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners Total Original capital contributions 89,292 $ -- $89,292 $89,292 Partners' (deficit) capital at December 31, 2000 89,292 $(9,532) $ 2,857 $(6,675) Distributions to partners -- (162) (1,213) (1,375) Net income for the three months ended March 31, 2001 -- 85 635 720 Partners' (deficit) capital at March 31, 2001 89,292 $(9,609) $ 2,279 $(7,330) See Accompanying Notes to Consolidated Financial Statements
d) CENTURY PROPERTIES FUND XIX CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 2001 2000 Cash flows from operating activities: Net income $ 720 $ 386 Casualty gain (158) -- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 863 801 Amortization of loan costs and discount 24 25 Change in accounts: Receivables and deposits 100 91 Other assets (101) (68) Accounts payable (77) 202 Tenant security deposits payable 21 3 Accrued property taxes (13) (75) Other liabilities (96) (14) Net cash provided by operating activities 1,283 1,351 Cash flows from investing activities: Property improvements and replacements (542) (590) Net (deposits to) withdrawals from restricted escrows (4) 93 Net cash used in investing activities (546) (497) Cash flows from financing activities: Payment on mortgage notes payable (182) (169) Distributions to partners (1,375) -- Net cash used in financing activities (1,557) (169) Net (decrease) increase in cash and cash equivalents (820) 685 Cash and cash equivalents at beginning of period 2,172 2,900 Cash and cash equivalents at end of period $ 1,352 $ 3,585 Supplemental disclosure of cash flow information: Cash paid for interest $ 1,178 $ 1,192 At December 31, 2000 and March 31, 2001, accounts payable and property improvements and replacements were adjusted by approximately $132,000. At March 31, 2000, accounts payable and property improvements and replacements were adjusted by approximately $165,000. See Accompanying Notes to Consolidated Financial Statements
e) CENTURY PROPERTIES FUND XIX NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited consolidated financial statements of Century Properties Fund XIX (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The general partner of the Partnership is Fox Partners II, a California general partnership. The general partners of Fox Partners II are Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a California corporation, Fox Realty Investors ("FRI"), a California general partnership, and Fox Partners 83, a California general partnership. The Managing General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2001 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000. Principles of Consolidation The Registrant's financial statements include the accounts of Misty Woods CPF 19, LLC, a limited liability company in which the Registrant ultimately owns a 100% economic interest. All significant inter-entity transactions have been eliminated. Segment Reporting Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosure about Segments of an Enterprise and Related Information" established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. As defined in SFAS No. 131, the Partnership has only one reportable segment. Moreover, due to the very nature of the Partnership's operations, the Managing General Partner believes that segment-based disclosures will not result in a more meaningful presentation than the consolidated financial statements as presently presented. Note B - Casualty Gain In February 2000, one of the Partnership's investment properties, McMillan Place Apartments, incurred damages to its buildings as a result of a hail storm. As a result of the damage, approximately $137,000 of fixed assets and approximately $72,000 of accumulated depreciation were written off resulting in a net write off of approximately $65,000. The property received approximately $223,000 in proceeds from the insurance company to repair the damaged units. For financial statement purposes, a casualty gain of approximately $158,000 was recognized as a result of the difference between the proceeds received and the net book value of the buildings which were damaged. Note C - Transactions with Affiliated Parties The Registrant has no employees and is dependent on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments to the Managing General Partner and its affiliates were incurred during the three months ended March 31, 2001 and 2000: 2001 2000 (in thousands) Property management fees (included in operating expenses) $227 $220 Reimbursement for services of affiliates (included in general and administrative and operating expenses and investment properties) 42 47 During the three months ended March 31, 2001 and 2000, affiliates of the Managing General Partner were entitled to receive 5% of gross receipts from all of the Registrant's properties as compensation for providing property management services. The Registrant paid to such affiliates approximately $227,000 and $220,000 for the three months ended March 31, 2001 and 2000, respectively. An affiliate of the Managing General Partner received reimbursement of accountable administrative expenses amounting to approximately $42,000 and $47,000 for the three month periods ended March 31, 2001 and 2000, respectively. Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the general partner is entitled to receive a Partnership management fee equal to 10% of the Partnership's adjusted cash from operations as distributed. Approximately $137,000 in Partnership management fees were paid along with the distribution from operations made during the three months ended March 31, 2001. No fees were paid during the three months ended March 31, 2000. An affiliate of the Managing General Partner has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. The Partnership has no outstanding amounts due under this line of credit. Based on present plans, the Managing General Partner does not anticipate the need to borrow in the near future. Other than cash and cash equivalents, the line of credit is the Partnership's only unused source of liquidity. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 49,732.66 limited partnership units in the Partnership representing 55.70% of the outstanding units at March 31, 2001. A number of these units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional limited partnership interests in the Partnership for cash or in exchange for units in the operating partnership of AIMCO either through private purchases or tender offers. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, which would include without limitation, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 55.70% of the outstanding units, AIMCO is in a position to influence all voting decisions with respect to the Registrant. When voting on matters, AIMCO would in all likelihood vote the Units it acquired in a manner favorable to the interest of the Managing General Partner because of their affiliation with the Managing General Partner. However, IPLP, an affiliate of the Managing General Note C - Transactions with Affiliated Parties (continued) Partner, is required to vote 24,811.66 of its Units: (i) against any proposal to increase the fees and other compensation payable by the Partnership to the Managing General Partner and any of its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by non tendering unit holders. Except for the foregoing, no other limitations are imposed on IPLP's right to vote its Units. Note D - Distribution During the three months ended March 31, 2001, the Partnership distributed approximately $1,375,000 (approximately $1,213,000 to the limited partners, $13.58 per limited partnership unit) from operations. Subsequent to March 31, 2001, the Partnership distributed approximately $353,000 (approximately $346,000 to the limited partners, $3.87 per limited partnership unit) from operations. There were no distributions during the three months ended March 31, 2000. Note E - Legal Proceedings In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Managing General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging, among other things, the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the Managing General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs filed an amended complaint. The Managing General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the Managing General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case and an appeal was taken from the order on October 5, 2000. On December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann & Bernstein LLP as new lead counsel for plaintiffs and the putative class. Plaintiffs filed a third amended complaint on January 19, 2001. On March 2, 2001, the Managing General Partner and its affiliates filed a demurrer to the third amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The Court has also scheduled a hearing on a motion for class certification for August 27, 2001. Plaintiffs must file their motion for class certification no later than June 15, 2001. The Managing General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature arising in the ordinary course of business. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Registrant from time to time. The discussion of the Registrant's business and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Registrant's business and results of operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. The Partnership's investment properties consist of eight apartment complexes. The following table sets forth the average occupancy of the properties for the three months ended March 31, 2001 and 2000: Average Occupancy Property 2001 2000 Sunrunner Apartments 96% 98% St. Petersburg, Florida Misty Woods Apartments 92% 93% Charlotte, North Carolina McMillan Place Apartments 97% 97% Dallas, Texas Vinings Peak Apartments 94% 96% Atlanta, Georgia Wood Lake Apartments 91% 96% Atlanta, Georgia Plantation Crossing 87% 94% Atlanta, Georgia Greenspoint Apartments 95% 94% Phoenix, Arizona Sandspoint Apartments 96% 94% Phoenix, Arizona The Managing General Partner attributes the decrease in occupancy at both Plantation Crossing Apartments and Wood Lake Apartments to numerous evictions during the current quarter. Management is evicting tenants who are not complying with the collection policy in an effort to improve the tenant base. Results of Operations The Partnership realized net income of approximately $720,000 and $386,000 for the three month periods ended March 31, 2001 and 2000, respectively. The increase in net income is attributable to an increase in total revenues. The increase in total revenues is due to a casualty gain at McMillan Place Apartments (see Item 1. Financial Statements, Note B Casualty Gain) and an increase in rental income and other income. The increase in rental income is the result of increased average rental rates at all of the Partnership's properties which more than offset the decrease in occupancy at five of the investment properties. The increase in other income is primarily due to an increase in interest income due to higher cash balances being maintained in interest-bearing accounts. Other income also increased due to the collection of pet fees, late charges, and lease cancellation fees being enforced by management at several properties. Total expenses remained relatively stable, however, operating expense and property tax expense decreased while general and administrative expenses and depreciation expense increased. The decrease in operating expenses is the result of a decrease in maintenance expense which was partially offset by an increase in advertising expenses and property expense. The decrease in maintenance expense is primarily due to the reduction in contract services and fewer routine maintenance repairs at the investment properties. Advertising expense increased as a result of a decline in occupancy at five of the investment properties. Property expenses increased due to an increase in utility costs incurred by the investment properties as a result of the decline in occupancy. Property tax expense decreased due to the timing and receipt of invoices from the taxing authorities that affected prior estimates. Depreciation expense increased as a result of the addition of property improvements and replacements that were placed in service during the past twelve months. General and administrative expense increased due to an increase in professional fees and services. Included in general and administrative expense at both March 31, 2001 and 2000 are management reimbursements to the Managing General Partner allowed under the Partnership Agreement. In addition, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement are also included. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Liquidity and Capital Resources At March 31, 2001, the Registrant had cash and cash equivalents of approximately $1,352,000 as compared to approximately $3,585,000 at March 31, 2000. For the three months ended March 31, 2001, cash and cash equivalents decreased approximately $820,000 from the Registrant's year ended December 31, 2000. The decrease in cash and cash equivalents is due to approximately $1,557,000 of cash used in financing activities and approximately $546,000 of cash used in investing activities which was partially offset by approximately $1,283,000 of cash provided by operating activities. Net cash used in investing activities consisted of capital improvements and replacements and net deposits to restricted escrows maintained by the mortgage lender. Net cash used in financing activities consisted of payments of principal made on the mortgages encumbering the Registrant's investment properties and distributions to partners. The Partnership invests its working capital reserves in interest bearing accounts. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Registrant and to comply with Federal, state, and local legal and regulatory requirements. Capital improvements planned for each of the Registrant's properties are detailed below. Sunrunner Apartments During the three months ended March 31, 2001, the Partnership completed approximately $22,000 of capital improvements consisting primarily of appliance and floor covering replacements. These improvements were funded from Partnership reserves. Approximately $130,000 has been budgeted for 2001 for capital improvements at Sunrunner Apartments consisting primarily of floor covering and appliance replacements, roof replacements, contract painting, and air conditioning and water heater replacements. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. Misty Woods Apartments During the three months ended March 31, 2001, the Partnership completed approximately $43,000 of capital improvements consisting primarily of floor covering replacements, wall coverings, interior decoration, and parking lot improvements. These improvements were funded from operating cash flow. Approximately $63,000 has been budgeted for 2001 for capital improvements at Misty Woods Apartments consisting primarily of floor covering and appliance replacements, wall coverings, air conditioning unit upgrades, interior decoration and parking lot improvements. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. McMillian Place Apartments During the three months ended March 31, 2001, the Partnership completed approximately $46,000 of capital improvements consisting primarily of water heater replacements, interior decorations, appliances and floor covering replacements. These improvements were funded from operating cash flow. Approximately $111,000 has been budgeted for 2001 for capital improvements at McMillian Place Apartments consisting primarily of appliance replacement, floor covering replacements, interior decorating, and countertop and air conditioning replacements. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. Vinings Peak Apartments During the three months ended March 31, 2001, the Partnership completed approximately $69,000 of capital improvements consisting primarily of floor covering replacement and appliance replacements, structural improvements and landscaping improvements. These improvements were funded from operating cash flow. Approximately $109,000 has been budgeted for 2001 for capital improvements at Vinings Peak Apartments consisting primarily of floor covering and appliance replacements, and interior decorations. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. Wood Lake Apartments During the three months ended March 31, 2001, the Partnership completed approximately $77,000 of capital improvements consisting primarily of floor covering and appliance replacement, plumbing improvements, water heater replacement and landscaping improvements. These improvements were funded from operating cash flow. Approximately $98,000 has been budgeted for 2001 for capital improvements at Wood Lake Apartments consisting primarily of floor covering and appliance replacements and other building improvements. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. Plantation Crossing Apartments During the three months ended March 31, 2001, the Partnership completed approximately $85,000 of capital improvements consisting primarily of floor covering replacement and appliance replacements, wall coverings, swimming pool improvements and plumbing improvements. These improvements were funded from operating cash flow. Approximately $140,000 has been budgeted for 2001 for capital improvements at Plantation Crossing consisting primarily of floor covering and appliance replacements, wall coverings, and other building improvements. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. Greenspoint Apartments During the three months ended March 31, 2001, the Partnership completed approximately $35,000 of capital improvements consisting primarily of parking area improvements, furniture upgrades, plumbing replacements, floor covering and appliance replacements. These improvements were funded from operating cash flow. Approximately $224,000 has been budgeted for 2001 for capital improvements at Greenspoint Apartments consisting primarily of floor covering and appliance replacements, roof replacements, air conditioning unit replacements, and plumbing improvements. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. Sands Point Apartments During the three months ended March 31, 2001, the Partnership completed approximately $33,000 of capital improvements consisting primarily of plumbing enhancements, roof replacements, floor covering and appliance replacements, and structural improvements. These improvements were funded from operating cash flow. Approximately $158,000 has been budgeted for 2001 for capital improvements at Sands Point Apartments consisting primarily of floor covering and appliance replacements, air conditioning unit replacements, roof replacements, swimming pool improvements, plumbing improvements, and parking lot resurfacing. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. The additional capital expenditures will be incurred only if cash is available from operations or from Partnership reserves. To the extent that such budgeted capital improvements are completed, the Registrant's distributable cash flow, if any, may be adversely affected at least in the short term. The Partnership's current assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness of approximately $58,850,000, net of discount, is amortized over varying periods with required balloon payments ranging from October 2002 to January 2006. The Managing General Partner will attempt to refinance such indebtedness and/or sell the properties prior to such maturity date. If the properties cannot be refinanced or sold for a sufficient amount, the Registrant will risk losing such properties through foreclosure. The Registrant was prohibited from making distributions from the operations of the Registrant until the mortgages encumbering McMillan Place were satisfied. However, under the terms of the debt restructuring obtained on McMillan Place on January 29, 1998, the Registrant is now permitted to make distributions from the operations of the Registrant's other investment properties. During the three months ended March 31, 2001, the Partnership distributed approximately $1,375,000 (approximately $1,213,000 to the limited partners, $13.58 per limited partnership unit) from operations. Subsequent to the three months ended March 31, 2001, the Partnership distributed approximately $353,000 (approximately $346,000 to the limited partners, $3.87 per limited partnership unit) from operations. There were no distributions during the three months ended March 31, 2000. Future cash distributions will depend on the levels of net cash generated from operations, the availability of cash reserves and the timing of debt maturities, refinancings, and/or property sales. The Partnership's distribution policy is reviewed on a semi-annual basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations after required capital expenditures to permit further distributions to its partners in 2001 or subsequent periods. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Managing General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging, among other things, the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the Managing General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs filed an amended complaint. The Managing General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the Managing General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case and an appeal was taken from the order on October 5, 2000. On December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann & Bernstein LLP as new lead counsel for plaintiffs and the putative class. Plaintiffs filed a third amended complaint on January 19, 2001. On March 2, 2001, the Managing General Partner and its affiliates filed a demurrer to the third amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The Court has also scheduled a hearing on a motion for class certification for August 27, 2001. Plaintiffs must file their motion for class certification no later than June 15, 2001. The Managing General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: None. b) Reports on Form 8-K: None filed during the quarter ended March 31, 2001. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURY PROPERTIES FUND XIX By: FOX PARTNERS II Its General Partner By: FOX CAPITAL MANAGEMENT CORPORATION Its Managing General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President By: /s/Martha L. Long Martha L. Long Senior Vice President and Controller Date: May 7, 2001 -----END PRIVACY-ENHANCED MESSAGE-----