8-K 1 cpf19oct26.txt CPF19OCT26 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) October 26, 2005 CENTURY PROPERTIES FUND XIX (Exact name of Registrant as specified in its charter) South Carolina 0-11935 94-887133 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or File Number) Identification Number) organization) 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 XIX (the "Registrant") owns a 100% interest in Misty Woods CPF 19 Limited Partnership, a Delaware limited partnership (the "Partnership"). On October 26, 2005, the Partnership, sold its investment property, Misty Woods Apartments, a 228-unit apartment complex located in Charlotte, North Carolina (the "Property") to a third party, Juniper Investment Group, Ltd., a Texas limited partnership (the "Purchaser"). In addition to the property, the purchaser purchased eight other apartment complexes all owned by affiliates of AIMCO Properties, L.P., an affiliate of the general partner of the Partnership. The total sales price for the Property and the eight other properties is approximately $62,300,000, of which approximately $6,549,000 represents the sales price for the Property. The Registrant continues to own and operate six other investment properties. In accordance with the Amended and Restated Limited Partnership Agreement of the Registrant, the Registrant's general partner is evaluating the cash requirements of the Registrant to determine whether any portion of the net proceeds will be distributed to the Registrant's partners. Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information. The following unaudited pro forma consolidated balance sheet and consolidated statements of operations reflect the operations of the Registrant as if the Property had been sold on January 1, 2004. The pro forma consolidated financial statements do not project the Registrant's results of operations at any future date or for any future period. This pro forma information should be read in conjunction with the Registrant's 2004 Annual Report on Form 10-KSB. PRO FORMA CONSOLIDATED BALANCE SHEET (in thousands) June 30, 2005 All other assets $ 6,297 Investment properties, net 32,982 Total Assets $ 39,279 All other liabilities $ 1,728 Mortgage notes payable 45,370 Partners' deficit (7,819) Total Liabilities and Partners' Deficit $ 39,279 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) Year Ended Six Months Ended December 31, 2004 June 30, 2005 Total revenues $11,555 $ 5,981 Total expenses 12,495 6,490 Net loss $ (940) $ (509) Net loss per limited partnership unit $ (9.28) $ (5.02) 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 XIX (a South Carolina Limited Partnership) By: Fox Partners II General Partner By: /s/Martha L. Long Martha L. Long Senior Vice President Date: November 1, 2005