0000711642-12-000190.txt : 20120928 0000711642-12-000190.hdr.sgml : 20120928 20120928140145 ACCESSION NUMBER: 0000711642-12-000190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120925 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120928 DATE AS OF CHANGE: 20120928 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11935 FILM NUMBER: 121115932 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 8-K 1 cpf19tambay_8k.htm 8-K UNITED STATES

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) September 25, 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.

 

As previously disclosed, on August 21, 2012, the Registrant and Purchaser entered into a Second Amendment to Purchase and Sale Contract, 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.

 

On September 25, 2012, the Registrant and Purchaser entered into a Third Amendment to Purchase and Sale Contract (the “Third Amendment”), pursuant to which the Purchaser shall receive a credit of $381,000 against the sales price at the time of closing.

 

This summary of the terms and conditions of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is attached hereto as an exhibit.

 

Item 9.01   Financial Statements and Exhibits

 

(d)   Exhibit

 

10.56       Third 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 September 25, 2012.


 EX-10.56 2 cpf19tambay_ex10z56.htm EXHIBIT 10.56

Exhibit 10.56

 

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 25th day of September, 2012, 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, and that certain Second Amendment to Purchase and Sale Contract, dated as of August 21, 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:

1.                  Incorporation of Recitals.  The above recitals are true and correct and are incorporated herein as if set forth in full.

2.                  General Provisions.  All capitalized terms not otherwise defined in this Amendment shall have the same meanings given to them as in the Contract.  Except as amended and modified by this Amendment, all of the terms, covenants, conditions, and agreements of the Contract shall be valid and binding against the parties and in full force and effect.  In the event of any conflict between the provisions of the Contract and the provisions of this Amendment, this Amendment shall control.

3.                  Closing Credit. At Closing, Purchaser shall receive a credit against the Purchase Price in the amount of $381,000.00 for fire code upgrades to be undertaken at the Property by Purchaser following the Closing.

4.                  Governing Law.  This Amendment shall be governed by the laws of the State of Florida.

5.                  Counterparts; Facsimile.  This Amendment may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one instrument.  Facsimile or electronically transmitted signatures shall be deemed for all purposes to be originals.

 

[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/Steven D. Cordes

Name:  Steven D. Cordes

Title:  Senior Vice President

 

 

[Purchaser’s Signature Page Follows]

Purchaser:

 

AUGUSTUS PARTNERS, LLC,

a Colorado limited liability company

 

 

By:  /s/Carter Faber

Name:  Carter Faber

Title:  Member