-----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, QTuUqo0Dk+X+3tixUjgueiPupL/kLRn1XExlZLM2b3euKomnpvsPPPA110KzIvQu zqpfMwgx3wh0Yog7SItPVw== 0000950134-03-013247.txt : 20031003 0000950134-03-013247.hdr.sgml : 20031003 20031003161319 ACCESSION NUMBER: 0000950134-03-013247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030929 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031003 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: 03928095 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 d09403e8vk.txt FORM 8-K 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 29, 2003 CENTURY PROPERTIES FUND XIX (Exact name of registrant as specified in its charter) California 0-11935 94-2887133 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Registrant's telephone number) Item 5. Other Events and Required FD Disclosure. On September 2, 2003, the Registrant began soliciting the consent of its limited partners to an amendment (the "Amendment") to the Amended and Restated Limited Partnership Agreement of the Registrant to extend the term of the Registrant from December 31, 2007 to December 31, 2024. The consent of limited partners who own more than 50% of all outstanding limited partnership units in the Registrant ("units") was required to approve the Amendment. At midnight, New York City time, on September 22, 2003, the consent solicitation expired pursuant to its terms. Limited partners owning a majority of the units consented to the Amendment. On September 29, 2003, the general partner of the Registrant executed the Amendment, which is attached as Exhibit 3.5, as the general partner and on behalf of the limited partners and made the requisite filings with the Secretary of State of California. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. The following exhibit is filed with this report: 3.5 Amendment to the Amended and Restated Limited Partnership Agreement, dated September 29, 2003. 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 By: Fox Partners II General Partner By:/s/ PATRICK J. FOYE ---------------------------- Patrick J. Foye Executive Vice President Date: October 3, 2003 EX-3.5 3 d09403exv3w5.txt AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT EXHIBIT 3.5 CENTURY PROPERTIES FUND XIX AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT This AMENDMENT (this "Amendment") dated as of September 29, 2003, to the AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CENTURY PROPERTIES FUND XIX, a California limited partnership, (the "Partnership Agreement") is entered into by the undersigned. WITNESSETH: WHEREAS, pursuant to Section 16.2 of the Partnership Agreement, Limited Partners by a Majority Vote have consented in writing to this Amendment to the Partnership Agreement; and WHEREAS, pursuant to the Partnership Agreement the General Partner may execute this Amendment to the Partnership Agreement on behalf of the Partnership and the Limited Partners; NOW, THEREFORE, the parties agree as follows: 1. Section 4.3 of the Partnership Agreement is hereby amended to read in its entirety as follows: "The Partnership shall commence on the date of filing of the certificate of limited partnership for the Partnership and shall continue until December 31, 2024, unless previously terminated in accordance with the provisions of this Partnership Agreement." 2. Except as amended and modified by this Amendment, all other terms of the Partnership Agreement shall remain unchanged. 3. This Amendment shall be governed by and construed as to validity, enforcement, interpretations, construction, effect and in all other respects by the internal laws of the State of the jurisdiction of formation of the Partnership. 4. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and their respective signatures to be hereunto affixed and attested, all as of the day and year first above written. GENERAL PARTNER Fox Partners II By: Fox Capital Management Corporation, its Managing General Partner By: /s/ Patrick J. Foye -------------------------------- Name: Patrick J. Foye Title: Executive Vice President LIMITED PARTNERS By: Fox Partners II, as attorney-in fact pursuant to the power of attorney provided in Section 20 of the Partnership Agreement. By: Fox Capital Management Corporation, its Managing General Partner By: /s/ Patrick J. Foye -------------------------------- Name: Patrick J. Foye Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----