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) August 21, 2012
CENTURY PROPERTIES FUND XIX, LP
(Exact name of Registrant as specified in its charter)
| Delaware | 0-11935 | 94-2887133 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification Number) |
80 International Drive
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 1.01 Entry Into a Material Definitive Agreement.
Century Properties Fund XIX, LP, a Delaware limited partnership (the “Registrant”), owns Tamarind Bay Apartments(“Tamarind Bay”), a 200-unit apartment complex located in St. Petersburg, Florida. As previously disclosed, on June 14, 2012, the Registrant entered into a Purchase and Sale Contract with a third party, Augustus Partners, LLC, a Colorado limited liability company (the “Purchaser”), to sell Tamarind Bay to the Purchaser for a total sales price of $12,750,000.
As previously disclosed, on August 15, 2012, the Registrant and Purchaser entered into a First Amendment to Purchase and Sale Contract, pursuant to which (i) the deadline for the Purchaser to obtain a loan commitment was extended to August 31, 2012, and (ii) the closing date was extended to September 14, 2012.
On August 21, 2012, the Registrant and Purchaser entered into a Second Amendment to Purchase and Sale Contract (the “Second Amendment”), pursuant to which (i) the deadline for the Purchaser to obtain a loan commitment was extended to September 14, 2012, and (ii) the closing date was extended to September 28, 2012.
This summary of the terms and conditions of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as an exhibit.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit
10.55 Second Amendment to Purchase and Sale Contract between Century Properties Fund XIX, LP, a Delaware limited partnership, and Augustus Partners, LLC, a Colorado limited liability company, dated August 21, 2012.
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, LP
By: Fox Partners II
General Partner
By: Fox Capital Management Corporation
Managing General Partner
By: /s/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: August 23, 2012
Exhibit 10.55
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is made and entered into as of the 21st day of August, 2012 (the "Amendment Effective Date"), by and between CENTURY PROPERTIES FUND XIX, LP, a Delaware limited partnership("Seller") and AUGUSTUS PARTNERS, LLC, a Colorado limited liability company("Purchaser").
RECITALS:
A. Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of June 14, 2012, as amended by that certain First Amendment to Purchase and Sale Contract, dated as of August 15, 2012 ("Contract") for the purchase of the Property described therein commonly known as Tamarind Bay Apartments.
B. Seller and Purchaser wish to amend the contract as provided below.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
(b) Section 5.1 of the Contract is deleted and the following is substituted in lieu thereof:
" 5.1. Closing Date. The Closing shall occur on September 28, 2012 (the “Closing Date”) through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means, unless the parties hereto mutually agree in writing to an earlier Closing Date. Notwithstanding the foregoing to the contrary, Seller shall have the option, by delivering written notice to Purchaser, to extend the Closing Date to the last Business Day of the month in which the Closing Date otherwise would occur pursuant to the preceding sentence, in connection with Seller’s payment in full of the Notes (the “Loan Payoff”)."
4. Governing Law. This Amendment shall be governed by the laws of the State of Florida.
[Signature Pages Follow]
IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of the day and year first above written.
Seller:
CENTURY PROPERTIES FUND XIX, LP,
a Delaware limited partnership
By: FOX PARTNERS II,
a California general partnership,
its general partner
By: FOX CAPITAL MANAGEMENT CORPORATION,
a California corporation,
its managing general partner
By: /s/John Bezzant
Name: John Bezzant
Title: Executive Vice President
[Purchaser’s Signature Page Follows]