-----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, W2YkHTPMfUneECaNQ3Jd6qi962t2nnbx0boKvqk+//epvi65SB5DZ0bJEUBqdeS1 9l3FwJdoF8Mulztn6nkIEQ== 0000711642-02-000060.txt : 20020415 0000711642-02-000060.hdr.sgml : 20020415 ACCESSION NUMBER: 0000711642-02-000060 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XX CENTRAL INDEX KEY: 0000736909 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942930770 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13408 FILM NUMBER: 02594482 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DRIVE NW CITY: ATLANTA STATE: GA ZIP: 30328 10KSB 1 cpf20.txt CPF20 FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) Form 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the fiscal year ended December 31, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from _________to _________ Commission file number 0-13408 CENTURY PROPERTIES FUND XX (Name of small business issuer in its charter) California 94-2930770 (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) Issuer's telephone number (864) 239-1000 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Units of Limited Partnership Interests (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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___ Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenue for its most recent fiscal year. N/A State the aggregate market value of the voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests as of December 31, 2001. No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined. DOCUMENTS INCORPORATED BY REFERENCE None PART I Item 1. Description of Business General Century Properties Fund XX (the "Partnership" or "Registrant") was organized as a limited partnership under the Uniform Limited Partnership laws of California as of December 1983. The Partnership's general partner is Fox Partners III, a California general partnership. The general partners of Fox Partners III 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 84, a California general partnership. The Managing General Partner and NPI Equity Investments II Inc., the managing general partner of FRI, are subsidiaries of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The Partnership's Registration Statement, filed pursuant to the Securities Act of 1933 (No. 2-88615), was declared effective by the Securities and Exchange Commission on February 22, 1984. The Partnership marketed its securities pursuant to its Prospectus dated February 22, 1984, and November 8, 1984, which were thereafter supplemented (hereinafter the "Prospectus"). The Prospectus was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933. Beginning in February 1984 through April 1985, the Partnership offered $35,000,000 in Individual Investor Units and $65,000,000 in Pension Investors Notes ("Nonrecourse Promissory Notes" or "Notes"), and sold $30,907,000 and $49,348,500, respectively. Since its initial offering, the Partnership has not received, nor are the limited partners required to make, additional capital contributions. The net proceeds of this offering were used to purchase four income-producing real estate properties including one property which was acquired in two phases, and to fund seven mortgage loans totaling $31,568,000. The Partnership's original property portfolio was geographically diversified with properties acquired and properties on which mortgage loans were funded in seven states. The Partnership's acquisition and mortgage loan funding activities were completed in February 1986 and since then the principal activity of the Partnership has been managing its portfolio. Two mortgage loans were repaid in 1989, one was repaid in 1991, and another was satisfied in 1994. In April 1991, the Partnership finalized foreclosure proceedings on Metcalf 103 Office Park which secured a mortgage loan and during 1992 finalized foreclosure proceedings against the borrowers on two additional mortgage loans (Harbor Club Downs and The Corners Apartments). The remaining mortgage loan was repaid in 1992. Two of the commercial properties and two residential properties were sold in 1999, two commercial properties and two residential properties were sold in 2000 and the last remaining commercial property was sold in 2001. See "Item 6. Management's Discussion and Analysis or Plan of Operations" for a description of the sale of Highland Park Commerce Center. At December 31, 1999, the Partnership adopted the liquidation basis of accounting. The Nonrecourse Promissory Notes were in default due to nonpayment upon maturity on November 30, 1998. The Managing General Partner contacted the indenture trustee for the Notes and certain holders of the Notes regarding this default. On October 28, 1999, the Partnership entered into a forbearance agreement with the indenture trustee for a period of 390 days. In turn, the Partnership agreed to (a) deliver to the indenture trustee for the benefit of the note holders all of the accumulated cash of the Partnership, less certain reserves and anticipated operating expenses, (b) market all of its properties for sale, (c) deliver all cash proceeds from any sales to the indenture trustee until the notes are fully satisfied and (d) comply with the reporting requirements under the indenture. At the expiration of the forbearance period the Partnership had not sold all of its properties or satisfied the Nonrecourse Promissory Notes. With the consent of the indenture trustee, the forbearance period was extended to December 15, 2001. Highland Park Commerce Center sold on October 23, 2001 and the net sales proceeds were paid to the indenture trustee to be applied to the amounts due the noteholders. The sale of the Partnership's remaining asset did not generate sufficient proceeds to pay off the Notes in full. Upon the last payment on the Notes of the remaining cash on hand and in the debt trustee escrow, the Partnership is expected to terminate. The Registrant has no employees. Management and administrative services are provided by the Managing General Partner. With respect to the Partnership's commercial property, which was sold in October 2001, management was performed by an unaffiliated third party management company. A further description of the Partnership's business is included in "Management's Discussion and Analysis or Plan of Operation" included in "Item 6" of this Form 10-KSB. Item 2. Description of Properties At December 31, 2001, the Partnership had no investment properties. Schedule of Partnership Indebtedness As of December 31, 1999, the Partnership adopted the liquidations basis of accounting. The Partnership has Nonrecourse Promissory Notes. The Promissory Notes bear interest at eight percent per annum. On October 28, 1999 the Partnership entered into a forbearance agreement with the indenture trustee for a period of 390 days. In turn, the Partnership agreed to (a) deliver to the indenture trustee for the benefit of the note holders all of the accumulated cash of the Partnership, less certain reserves and anticipated operating expenses, (b) market all of its properties for sale, (c) deliver all cash proceeds from any sales to the indenture trustee until the notes are fully satisfied and (d) comply with the reporting requirements under the indenture. At the expiration of the forbearance period the Partnership had not sold all of its properties or satisfied the Nonrecourse Promissory Notes. With the consent of the indenture trustee, the forbearance period was extended to December 15, 2001. Highland Park Commerce Center sold on October 23, 2001 and the net sales proceeds were paid to the indenture trustee to be applied to the amounts due the noteholders. The sale of the Partnership's remaining asset did not generate sufficient proceeds to pay off the Notes in full. Upon the last payment on the Notes of the remaining cash on hand and in the debt trustee escrow, the Partnership is expected to terminate. Capital Improvements Highland Park Commerce Center The Partnership completed approximately $41,000 in capital expenditures at Highland Park Commerce Center, consisting primarily of tenant improvements. These improvements were funded from operating cash flow. This property was sold on October 23, 2001. Item 3. 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. (the "Nuanes action") 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 Managing 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 series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. 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. On May 14, 2001, the Court heard the demurrer to the third amended complaint. On July 10, 2001, the Court issued an order sustaining defendants' demurrer on certain grounds. On July 20, 2001, Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order granting in part and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed a fourth amended class and derivative action complaint. On September 12, 2001, the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the Managing General Partner and affiliated defendants filed a demurrer to the fourth amended complaint, which was heard on December 11, 2001. On February 2, 2002, the Court served its order granting in part the demurrer. The Court has dismissed without leave to amend certain of the plaintiffs' claims. On February 11, 2002, plaintiffs filed a motion seeking to certify a putative class comprised of all non-affiliated persons who own or have owned units in the partnerships. The Managing General Partner and affiliated defendants oppose the motion and a hearing has been scheduled for April 29, 2002. The Court has set the matter for trial in January 2003. During the third quarter of 2001, a complaint (the "Heller action") was filed against the same defendants that are named in the Nuanes action, captioned Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed a first amended complaint. The first amended complaint in the Heller action is brought as a purported derivative action, and asserts claims for among other things breach of fiduciary duty; unfair competition; conversion, unjust enrichment; and judicial dissolution. Plaintiffs in the Nuanes action filed a motion to consolidate the Heller action with the Nuanes action and stated that the Heller action was filed in order to preserve the derivative claims that were dismissed without leave to amend in the Nuanes action by the Court order dated July 10, 2001. On October 5, 2001, the Managing General Partner and affiliated defendants moved to strike the first amended complaint in its entirety for violating the Court's July 10, 2001 order granting in part and denying in part defendants' demurrer in the Nuanes action, or alternatively, to strike certain portions of the complaint based on the statute of limitations. Other defendants in the action demurred to the fourth amended complaint, and, alternatively, moved to strike the complaint. On December 11, 2001, the court heard argument on the motions and took the matters under submission. On February 4, 2002, the Court served notice of its order granting defendants' motion to strike the Heller complaint as a violation of its July 10, 2001 order in the Nuanes action. The Managing General Partner does not anticipate that any costs, whether legal or settlement costs, associated with these cases 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 4. Submission of Matters to a Vote of Security Holders During the quarter ended December 31, 2001, no matter was submitted to a vote of unit holders through the solicitation of proxies or otherwise. PART II Item 5. Market for the Partnership Equity and Related Partner Matters The Partnership, a publicly-held limited partnership, offered and sold 61,814 Individual Investor Units during its offering period through April 1985. The Partnership has 1,764 holders of record owning an aggregate of 61,814 Units as of December 31, 2001. An affiliate of the Managing General Partner owns 3,950 Units or 6.39% as of December 31, 2001. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future. In light of the maturity of the Notes, no distributions were made to the limited partners for the years ended December 31, 2001 or 2000. Item 6. Management's Discussion and Analysis or Plan of Operations The matters discussed in this Form 10-KSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosure contained in this Form 10-KSB 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 operation. 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. This item should be read in conjunction with the financial statements and other items contained elsewhere in this report. At December 31, 1999, the Partnership adopted the liquidation basis of accounting. The Nonrecourse Promissory Notes were in default due to nonpayment upon maturity on November 30, 1998. The Managing General Partner contacted the indenture trustee for the Notes and certain holders of the Notes regarding this default. On October 28, 1999, the Partnership entered into a forbearance agreement with the indenture trustee for a period of 390 days. In turn, the Partnership agreed to (a) deliver to the indenture trustee for the benefit of the note holders all of the accumulated cash of the Partnership, less certain reserves and anticipated operating expenses, (b) market all of its properties for sale, (c) deliver all cash proceeds from any sales to the indenture trustee until the notes are fully satisfied and (d) comply with the reporting requirements under the indenture. At the expiration of the forbearance period the Partnership had not sold all of its properties or satisfied the Nonrecourse Promissory Notes. With the consent of the indenture trustee, the forbearance period was extended to December 15, 2001. Highland Park Commerce Center sold on October 23, 2001 and the net sales proceeds were paid to the indenture trustee to be applied to the amounts due the noteholders. The sale of the Partnership's remaining asset did not generate sufficient proceeds to pay off the Notes in full. Upon the last payment on the Notes of the remaining cash on hand and in the debt trustee escrow, the Partnership is expected to terminate. The Managing General Partner expects to liquidate the Partnership by June 30, 2002. As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its financial statements at December 31, 1999 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the Managing General Partner's estimates as of the date of the financial statements. During the year ended December 31, 2001, net liabilities in liquidation decreased by approximately $379,000. This decrease is primarily due to the decrease in the Notes, as a result of a payment to the note holders in December 2001, partially offset by decreases in investment properties, debt trustee escrow and cash and cash equivalents. The decrease in investment properties is due to the sale of the last property in October 2001. The decrease in the debt trustee escrow and cash and cash equivalents is primarily due to expenses during the period as well as the payment to the noteholders discussed above. During the year ended December 31, 2000, net liabilities in liquidation increased by approximately $781,000. This increase was primarily due to decreases in investment properties, debt trustee escrow and cash and cash equivalents partially offset by a decrease in the Notes, as a result of payments to the noteholder during the year. The decrease in investment properties was primarily due to the sales of four properties. The decrease in the debt trustee escrow and cash and cash equivalents is primarily due to the payments to the noteholder, discussed above, of the sale proceeds. Included in liabilities on the statement of net liabilities in liquidation as of December 31, 2001 is approximately $126,000 of costs, net of income, that the Managing General Partner estimates will be incurred during the period of liquidation based on the assumption that the liquidation process will be completed by June 30, 2002. Because the success in realization of assets and the settlement of liabilities is based on the Managing General Partner's best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period. On October 23, 2001, the Partnership sold Highland Park Commerce Center to an unaffiliated third party for $5,553,000. The net sales proceeds of approximately $5,339,000 were wired directly to the indenture trustee, as required by the forbearance agreement. On March 27, 2000, the Partnership sold Linpro Park I to an unaffiliated party for $9,500,000. The net sales proceeds of approximately $9,002,000 were wired directly to the Indenture Trustee as required by the forbearance agreement. On April 7, 2000, the Partnership sold The Corners Apartments to an unaffiliated third party for $4,000,000. The net sales proceeds of approximately $3,712,000 were wired directly to the Indenture Trustee as required by the forbearance agreement. On May 8, 2000, the Partnership sold Metcalf 103 Office Park to an unaffiliated third party for $3,120,000. The net sales proceeds of approximately $2,878,000 were wired directly to the Indenture Trustee as required by the forbearance agreement. On June 20, 2000 the Partnership sold Harbor Club Downs for $11,000,000. The net sales proceeds of approximately $10,200,000 were wired directly to the Indenture Trustee as required by the forbearance agreement. In light of the maturity of the Notes, no distributions were made to the limited partners for the years ended December 31, 2001 and 2000. The following is a general description of the tax consequences that may result to a limited partner as a result of the sale of the Partnership's remaining property. Each limited partner should consult with his or her own tax advisor to determine his or her particular tax consequences. The taxable gain and income resulting from the sale of the Partnership's property will pass through to the limited partners, and will likely result in income tax liability to the limited partners without any distribution of cash from the Partnership. Item 7. Financial Statements CENTURY PROPERTIES FUND XX LIST OF FINANCIAL STATEMENTS Report of Ernst & Young, LLP, Independent Auditors Statement of Net Liabilities in Liquidation - December 31, 2001 Statements of Changes in Net Liabilities in Liquidation for the years ended December 31, 2001 and 2000 Notes to Financial Statements Report of Ernst & Young LLP, Independent Auditors The Partners Century Properties Fund XX We have audited the accompanying statement of net liabilities in liquidation of Century Properties Fund XX as of December 31, 2001 and the related statements of changes in net liabilities in liquidation for each of the two years in the period ended December 31, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Partnership's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net liabilities in liquidation of Century Properties Fund XX at December 31, 2001 and the changes in net liabilities in liquidation for each of the two years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States applied on the basis of accounting described in Note A to the financial statements. /s/Ernst & Young LLP Greenville, South Carolina February 15, 2002 CENTURY PROPERTIES FUND XX STATEMENT OF NET LIABILITIES IN LIQUIDATION (in thousands) December 31, 2001 Assets Cash and cash equivalents $ 680 Receivables and deposits 13 Debt trustee escrow 330 1,023 Liabilities Other liabilities 91 Nonrecourse promissory notes (Note A) 1,581 Estimated costs during the period of liquidation 126 1,798 Net liabilities in liquidation $ (775) See Accompanying Notes to Financial Statements CENTURY PROPERTIES FUND XX STATEMENTS OF CHANGES IN NET LIABILITIES IN LIQUIDATION (in thousands)
For the Years Ended December 31, 2001 2000 Net liabilities in liquidation at beginning of period $ (1,154) $ (373) Changes in net liabilities in liquidation attributed to: Decrease in cash and cash equivalents (556) (482) Decrease in receivables and deposits (68) (597) Decrease in debt trustee escrow (797) (1,143) Decrease in investment properties (4,810) (27,331) Decrease in accounts payable 50 32 Decrease in tenant security deposit payable 31 94 Decrease in accrued property taxes 89 153 Decrease in other liabilities 15 70 Decrease in Nonrecourse Promissory Notes and interest 6,551 28,423 Increase in estimated costs during the period of liquidation (126) -- Net liabilities in liquidation at end of period $ (775) $ (1,154) See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XX NOTES TO FINANCIAL STATEMENTS December 31, 2001 Note A - Basis of Presentation As of December 31, 1999, Century Properties Fund XX (the "Partnership" or "Registrant") adopted the liquidation basis of accounting due to the imminent loss of its remaining investment properties. The Partnership's Nonrecourse Promissory Notes (the "Notes") of approximately $49,323,000 in principal and accrued interest were in default due to nonpayment upon maturity on November 30, 1998. The Notes are secured by a deed of trust on all properties owned by the Partnership. The Promissory Notes bear interest at eight percent per annum. Fox Capital Management Corporation ("FCMC" or the "Managing General Partner") previously contacted the indenture trustee for the Notes and certain holders of the Notes regarding this default. On October 28, 1999 the Partnership entered into a forbearance agreement with the indenture trustee for a period of 390 days. In turn, the Partnership agreed to (a) deliver to the indenture trustee for the benefit of the note holders all of the accumulated cash of the Partnership, less certain reserves and anticipated operating expenses, (b) market all of its properties for sale, (c) deliver all cash proceeds from any sales to the indenture trustee until the notes are fully satisfied and (d) comply with the reporting requirements under the indenture. At the expiration of the forbearance period the Partnership had not sold all of its properties or satisfied the Nonrecourse Promissory Notes. With the consent of the indenture trustee, the forbearance period was extended to December 15, 2001. Highland Park Commerce Center sold on October 23, 2001 and the net sales proceeds were paid to the indenture trustee to be applied to the amounts due the noteholders. The sale of the Partnership's remaining asset did not generate sufficient proceeds to pay off the Notes in full. Upon the last payment on the Notes of the remaining cash on hand and in the debt trustee escrow, the Partnership is expected to terminate. As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its financial statements at December 31, 1999, to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the Managing General Partner's estimates as of the date of the financial statements. Included in liabilities on the statement of net liabilities in liquidation as of December 31, 2001 is approximately $126,000 of costs, net of income, that the Managing General Partner estimates will be incurred during the period of liquidation based on the assumption that the liquidation process will be completed by June 30, 2002. Because the success in realization of assets and the settlement of liabilities is based on the Managing General Partner's best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period. Note B - Organization and Significant Accounting Policies Organization: The Partnership was organized under the Uniform Limited Partnership Laws of California as of December 1983. The general partner responsible for management of the Partnership's business is Fox Partner III (the "General Partner"). The general partners of Fox Partners III are FCMC, a California corporation, Fox Realty Investors ("FRI"), a California general partnership, and Fox Partners 84, a California general partnership. The Managing General Partner and NPI Equity Investments II, Inc., the managing general partner of FRI, are subsidiaries of Apartment Investment And Management Company ("AIMCO"), a publicly traded real estate investment trust. The directors and officers of the Managing General Partner also serve as executive officers of AIMCO. Allocation of Income, Loss and Distributions: Net income, net loss and distributions of cash of the Partnership are allocated between the general and limited partners in accordance with the provisions of the Partnership Agreement. Fair Value of Financial Instruments: Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined in the SFAS as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for long term debt) approximates their fair value due to the short term maturity of these instruments. The fair value of the Partnership's Nonrecourse Promissory Notes is not practicable to estimate due to their maturity in November 1998. Cash and Cash Equivalents: Includes cash on hand, in banks and money market accounts. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Depreciation: For Federal income tax purposes, the accelerated cost recovery method was used for real property over 18 years for additions after March 15, 1984 and before May 9, 1985, and 19 years for additions after May 8, 1985, and before January 1, 1987. As a result of the Tax Reform Act of 1986, for additions after December 31, 1986, the modified accelerated cost recovery method was used for depreciation of (1) real property over 27 1/2 years and (2) personal property additions over 5 years. As a result of adopting the liquidation basis of accounting, the gross carrying value of the property was adjusted to its net realizable value and was not depreciated any further. 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 established 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. The Managing General Partner believes that segment-based disclosures will not result in a more meaningful presentation than the financial statements as currently presented. Advertising Costs: The Partnership expenses the costs of advertising as incurred. Advertising costs were approximately $21,000 for the year ended December 31, 2000. No such costs were incurred in 2001. Note C - Income Taxes Taxable income or loss of the Partnership is reported in the income tax returns of its partners. The taxable income of the Partnership is approximately $1,262,000 ($20.42 per limited partnership unit) and approximately $8,638,000 ($115.79 per limited partnership unit) for the years ended December 31, 2001 and 2000, respectively. The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets and liabilities (in thousands): 2001 Net liabilities in liquidation $ (775) Syndication costs 4,551 Other 261 Net assets - Federal tax basis $ 4,037 Note D - Transactions with Affiliated Parties The Partnership 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 certain payments to affiliates for services and as reimbursement of certain expense incurred by affiliates on behalf of the Partnership. The following payments were made to the Managing General Partner and affiliates during the years ended December 31, 2001 and 2000: 2001 2000 (in thousands) Property management fees $ -- $ 74 Reimbursement for services of affiliates 106 71 During the year ended December 31, 2000, affiliates of the Managing General Partner were entitled to receive 5% of gross receipts from the Registrant's residential properties as compensation for providing property management services. These services were performed by affiliates of the Managing General Partner. The Registrant paid to such affiliates approximately $74,000 for the year ended December 31, 2000. No such fees were earned in 2001 since the Partnership had no residential properties in 2001. For the Registrant's commercial properties, these services were provided by an unrelated party for the years ended December 31, 2001 and 2000. Affiliates of the Managing General Partner received reimbursement of accountable administrative expenses amounting to approximately $106,000 and $71,000 for the years ended December 31, 2001 and 2000, respectively. In accordance with the Partnership Agreement, the general partner was allocated its two percent continuing interest in the Partnership's net loss. The general partner received two percent of total distributions including cash paid to the Promissory Note holders. In addition, the general partner is entitled to a partnership management incentive distribution, which together with the partnership management fee cannot exceed ten percent of cash available for distribution, as defined. No incentive distributions were made in 2001 or 2000. Beginning in 2001, the Partnership began insuring its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the year ended December 31, 2001, the Partnership paid AIMCO and its affiliates approximately $6,000 for insurance coverage and fees associated with policy claims administration. In addition to its indirect ownership of the Managing General Partner interest in the Partnership, AIMCO and its affiliates owned 3,950 limited partnership units in the Partnership representing 6.39% of the outstanding units at December 31, 2001. AIMCO and its affiliates also owned 8,969 Notes representing 9.09% of the outstanding Notes at December 31, 2001. Note E - Sales of Investment Properties On October 23, 2001, the Partnership sold Highland Park Commerce Center to an unaffiliated third party for $5,553,000. The net sales proceeds of approximately $5,339,000 were wired directly to the indenture trustee as required by the forbearance agreement. On June 20, 2000 the Partnership sold Harbor Club Downs for $11,000,000. The net sales proceeds of approximately $10,200,000 were wired directly to the Indenture Trustee as required by the forbearance agreement. On May 8, 2000, the Partnership sold Metcalf 103 Office Park to an unaffiliated third party for $3,120,000. The net sales proceeds of approximately $2,878,000 were wired directly to the Indenture Trustee as required by the forbearance agreement. On April 7, 2000, the Partnership sold The Corners Apartments to an unaffiliated third party for $4,000,000. The net sales proceeds of approximately $3,712,000 were wired directly to the Indenture Trustee as required by the forbearance agreement. On March 27, 2000, the Partnership sold Linpro Park to an unaffiliated party for $9,500,000. The net sales proceeds of approximately $9,002,000 were wired directly to the Indenture Trustee as required by the forbearance agreement. Note F - Real Estate and Accumulated Depreciation At December 31, 2001, the Partnership had no investment properties. Reconciliation of Real Estate and Accumulated Depreciation: Years Ended December 31, 2001 2000 (in thousands) Investment Properties Balance at beginning of year $ 4,810 $ 32,141 Property improvements 41 125 Sale of investment properties (5,416) (26,586) Change in estimated net realizable value 565 (870) Balance at end of year $ -- $ 4,810 The aggregate cost of the real estate for Federal income tax purposes at December 31, 2000, was approximately $10,985,000. The accumulated depreciation for Federal income tax purposes at December 31, 2000 was approximately $6,717,000. Note G - 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. (the "Nuanes action") 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 Managing 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 series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. 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. On May 14, 2001, the Court heard the demurrer to the third amended complaint. On July 10, 2001, the Court issued an order sustaining defendants' demurrer on certain grounds. On July 20, 2001, Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order granting in part and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed a fourth amended class and derivative action complaint. On September 12, 2001, the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the Managing General Partner and affiliated defendants filed a demurrer to the fourth amended complaint, which was heard on December 11, 2001. On February 2, 2002, the Court served its order granting in part the demurrer. The Court has dismissed without leave to amend certain of the plaintiffs' claims. On February 11, 2002, plaintiffs filed a motion seeking to certify a putative class comprised of all non-affiliated persons who own or have owned units in the partnerships. The Managing General Partner and affiliated defendants oppose the motion and a hearing has been scheduled for April 29, 2002. The Court has set the matter for trial in January 2003. During the third quarter of 2001, a complaint (the "Heller action") was filed against the same defendants that are named in the Nuanes action, captioned Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed a first amended complaint. The first amended complaint in the Heller action is brought as a purported derivative action, and asserts claims for among other things breach of fiduciary duty; unfair competition; conversion, unjust enrichment; and judicial dissolution. Plaintiffs in the Nuanes action filed a motion to consolidate the Heller action with the Nuanes action and stated that the Heller action was filed in order to preserve the derivative claims that were dismissed without leave to amend in the Nuanes action by the Court order dated July 10, 2001. On October 5, 2001, the Managing General Partner and affiliated defendants moved to strike the first amended complaint in its entirety for violating the Court's July 10, 2001 order granting in part and denying in part defendants' demurrer in the Nuanes action, or alternatively, to strike certain portions of the complaint based on the statute of limitations. Other defendants in the action demurred to the fourth amended complaint, and, alternatively, moved to strike the complaint. On December 11, 2001, the court heard argument on the motions and took the matters under submission. On February 4, 2002, the Court served notice of its order granting defendants' motion to strike the Heller complaint as a violation of its July 10, 2001 order in the Nuanes action. The Managing General Partner does not anticipate that any costs, whether legal or settlement costs, associated with these cases 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 8. Changes in and Disagreements with Accountants and Financial Disclosure None. PART III Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act Century Properties Fund XX (the "Partnership" or the "Registrant") has no officers or directors. The names and ages of, as well as the positions and offices held by, the present executive officers and director of Fox Capital Management Corporation ("FCMC" or the "Managing General Partner") are set forth below. The Managing General Partner manages and controls substantially all of the partnership's affairs and has general responsibility and ultimate authority in all matters affecting its business. There are no family relationships between or among any officers or directors. Name Age Position Patrick J. Foye 44 Executive Vice President and Director Martha L. Long 42 Senior Vice President and Controller Patrick J. Foye has been Executive Vice President and Director of the Managing General Partner since October 1, 1998. Mr. Foye has served as Executive Vice President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long Island Power Authority and serves as a member of the New York State Privatization Council. He received a B.A. from Fordham College and a J.D. from Fordham University Law School. Martha L. Long has been Senior Vice President and Controller of the Managing General Partner since October 1998 as a result of the acquisition of Insignia Financial Group, Inc. As of February 2001, Ms. Long was also appointed head of the service business for AIMCO. From June 1994 until January 1997, she was the Controller for Insignia, and was promoted to Senior Vice President - Finance and Controller in January 1997, retaining that title until October 1998. From 1988 to June 1994, Ms. Long was Senior Vice President and Controller for The First Savings Bank, FSB in Greenville, South Carolina. One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also directors and/or officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act. The executive officers and director of the Managing General Partner fulfill the obligations of the Audit Committee and oversee the Partnership's financial reporting process on behalf of the Managing General Partner. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the executive officers and director of the Managing General Partner reviewed the audited financial statements with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The executive officers and director of the Managing General Partner reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the Partnership's accounting principles and such other matters as are required to be discussed with the Audit Committee or its equivalent under auditing standards generally accepted in the United States. In addition, the Partnership has discussed with the independent auditors the auditors' independence from management and the Partnership including the matters in the written disclosures required by the Independence Standards Board and considered the compatibility of non-audit services with the auditors' independence. The executive officers and director of the Managing General Partner discussed with the Partnership's independent auditors the overall scope and plans for their audit. In reliance on the reviews and discussions referred to above, the executive officers and director of the Managing General Partner have approved the inclusion of the audited financial statements in the Form 10-KSB for the year ended December 31, 2001 for filing with the Securities and Exchange Commission. The Managing General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for the current fiscal year. Fees for the last fiscal year were audit services of approximately $26,000 and non-audit services (principally tax-related) of approximately $12,000. Item 10. Executive Compensation Neither the directors nor any of the officers of the Managing General Partner received any remuneration from the Registrant. Item 11. Security Ownership of Certain Beneficial Owners and Management Except as noted below, no person or entity was known by the Registrant to be the beneficial owner of more than 5% of the Limited Partnership Units of the Registrant as of December 31, 2001. Entity Number of Units Percentage Insignia Properties, LP 10 0.016% (an affiliate of AIMCO) AIMCO Properties, LP 3,940 6.374% (an affiliate of AIMCO) Independent Life & Accident 3,180 5.145% (unrelated party) Insignia Properties, LP is indirectly ultimately owned by AIMCO. Its business address is 55 Beattie Place, Greenville, South Carolina 29602. AIMCO Properties, LP is indirectly ultimately controlled by AIMCO. Its business address is 2000 South Colorado Boulevard, Denver, Colorado, 80222. No director or officer of the Managing General Partner owns any Units. Item 12. Certain Relationships and Related Transactions The Partnership 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 certain payments to affiliates for services and as reimbursements of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were made to the Managing General Partner and affiliates during the years ended December 31, 2001 and 2000: 2001 2000 (in thousands) Property management fees $ -- $ 74 Reimbursement for services of affiliates 106 71 During the year ended December 31, 2000, affiliates of the Managing General Partner were entitled to receive 5% of gross receipts from the Registrant's residential properties as compensation for providing property management services. These services were performed by affiliates of the Managing General Partner. The Registrant paid to such affiliates approximately $74,000 for the year ended December 31, 2000. No such fees were earned in 2001 since the Partnership had no residential properties in 2001. For the Registrant's commercial properties, these services were provided by an unrelated party for the years ended December 31, 2001 and 2000. Affiliates of the Managing General Partner received reimbursement of accountable administrative expenses amounting to approximately $106,000 and $71,000 for the years ended December 31, 2001 and 2000, respectively. In accordance with the Partnership Agreement, the general partner was allocated its two percent continuing interest in the Partnership's net loss. The general partner received two percent of total distributions including cash paid to the Promissory Note holders. In addition, the general partner is entitled to a partnership management incentive distribution, which together with the partnership management fee cannot exceed ten percent of cash available for distribution, as defined. No incentive distributions were made in 2001 or 2000. Beginning in 2001, the Partnership began insuring its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the year ended December 31, 2001, the Partnership paid AIMCO and its affiliates approximately $6,000 for insurance coverage and fees associated with policy claims administration. In addition to its indirect ownership of the Managing General Partner interest in the Partnership, AIMCO and its affiliates owned 3,950 limited partnership units in the Partnership representing 6.39% of the outstanding units at December 31, 2001. AIMCO and its affiliates also owned 8,969 Notes representing 9.09% of the outstanding Notes at December 31, 2001. Item 13. Exhibits and Reports on Form 8-K (a) Exhibits: None. (b) Reports on Form 8-K filed in the fourth quarter of calendar year 2001: None. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURY PROPERTIES FUND XX By: FOX PARTNERS III, 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: In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the date indicated. /s/Patrick J. Foye Executive Vice President Date: Patrick J. Foye and Director /s/Martha L. Long Senior Vice President Date: Martha L. Long and Controller EXHIBIT INDEX Exhibit 2 NPI, Inc. Stock Purchase Agreement, dated as of August 17, 1995, incorporated by reference to the Partnership's Current Report on Form 8-K dated August 17, 1995. 2.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and between AIMCO and IPT; incorporated by reference to Current Report on Form 8-K dated October 1, 1998. 3.4 Agreement of Limited Partnership, incorporated by reference to Exhibit A to the Prospectus of the Partnership dated February 22, 1984, and November 8, 1984, and thereafter supplemented contained in the Partnership Registration Statement on Form S-11 (Reg. No. 2-88615). 10.6 Purchase and Sale Contract between Registrant and Galaxy Investments, Inc., an unrelated Delaware Corporation, effective March 27, 2000, regarding the sale of Linpro Park. 10.7 Purchase and Sale Contract between Registrant and Pennsylvania Realty Group, Inc., an unrelated Pennsylvania Corporation, effective April 7, 2000, regarding the sale of The Corners Apartments. 10.8 Amendment to Purchase and Sale Contract between Registrant and Pennsylvania Realty Group, Inc., an unrelated Pennsylvania Corporation, effective April 7, 2000, regarding the sale of The Corners Apartments. 10.9 Second Amendment to Purchase and Sale Contract between Registrant and Pennsylvania Realty Group, Inc., an unrelated Pennsylvania Corporation, effective April 7, 2000, regarding the sale of The Corners Apartments. 10.10 Third Amendment to Purchase and Sale Contract between Registrant and Pennsylvania Realty Group, Inc., an unrelated Pennsylvania Corporation, effective April 7, 2000, regarding the sale of The Corners Apartments. 10.11 Purchase and Sale Contract between Registrant and Chambers & Associates Commercial Real Estate Services, L.L.C., an unrelated Kansas limited liability company, effective May 8, 2000, regarding the sale of Metcalf Office Park. 10.12 Amendment to Purchase and Sale Contract between Registrant and Chambers & Associates Commercial Real Estate Services, L.L.C., an unrelated Kansas limited liability company, effective May 8, 2000, regarding the sale of Metcalf Office Park. 10.13 Second Amendment to Purchase and Sale Contract between Registrant and Chambers & Associates Commercial Real Estate Services, L.L.C., an unrelated Kansas limited liability company, effective May 8, 2000, regarding the sale of Metcalf Office Park. 10.14 Third Amendment to Purchase and Sale Contract between Registrant and Chambers & Associates Commercial Real Estate Services, L.L.C., an unrelated Kansas limited liability company, effective May 8, 2000, regarding the sale of Metcalf Office Park. 10.15 Agreement of Purchase Agreement and Assumption between Chambers & Associates Commercial Real Estate Services, L.L.C., and Metcalf Associates-2000, L.L.C., dated April 7, 2000, regarding the sale of Metcalf Office Park. 10.16 Purchase and Sale Contract between Registrant and Housing Systems, Inc., an unrelated Georgia Corporation, effective June 20, 2000, regarding the sale of Harbor Club Downs. 10.17 Amendment to Purchase and Sale Contract between Registrant and Housing Systems, Inc., an unrelated Georgia Corporation, effective June 20, 2000, regarding the sale of Harbor Club Downs. 10.18 Purchase and Sale Contract dated April 26, 2001 between, Century Properties Fund XX, a California limited partnership and Century Pension Income Fund XXIII, a California limited partnership, as sellers, and High Investors, Ltd., as purchaser, regarding the sale of Highland Park. 10.19 Amendment to Purchase and Sale Contract dated September 24, 2001 between, Century Properties Fund XX, a California limited partnership and Century Pension Income Fund XXIII, a California limited partnership, as sellers, and High Investors, Ltd., as purchaser, regarding the sale of Highland Park. -----END PRIVACY-ENHANCED MESSAGE-----