-----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, Wk84yeJcHOz5NnoVEwKF56hylz2WVahLDlXP0z4pIS5GBGM8GSVVEuRvDCTqkBe9 cmektujpoLGVKVFmzW/+1w== 0000950148-99-000809.txt : 19990415 0000950148-99-000809.hdr.sgml : 19990415 ACCESSION NUMBER: 0000950148-99-000809 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY HILLCRESTE APARTMENT INVESTORS L P CENTRAL INDEX KEY: 0000835596 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 954166241 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 033-22857 FILM NUMBER: 99593683 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 10-K405 1 FORM 10-K405 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended DECEMBER 31, 1998 Commission File Number 033-22857 CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. A CALIFORNIA LIMITED PARTNERSHIP I.R.S. Employer Identification No. 95-4166241 9090 WILSHIRE BOULEVARD, SUITE 201, BEVERLY HILLS, CALIFORNIA 90211 Registrant's Telephone Number, Including Area Code (310) 278-2191 Securities Registered Pursuant to Section 12(b) or 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed with the Commission by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 2 PART I. ITEM 1. BUSINESS: Century HillCreste Apartment Investors, L.P. (the "Partnership") is a California limited partnership formed on June 6, 1988, with National Partnership Investments Corp. ("NAPICO"), or the ("Managing General Partner") and HillCreste Properties Inc. (the "Non-Managing General Partner") as the General Partners (collectively, the "General Partners"). The business of the Partnership is conducted primarily by the Managing General Partner as the Partnership has no employees of its own. The Partnership issued 7,258,000 depository units (each depository unit being entitled to the beneficial interest of a limited partnership interest) on October 26, 1988 to investors (the "Limited Partners") for a total amount raised of $72,580,000, through a public offering. Concurrent with the issuance of the depository units, the Partnership purchased a 315-unit luxury apartment complex in the Century City area of Los Angeles (the "Property") from an affiliate of the Managing General Partner for a purchase price of $68,548,000. In order to complete the purchase of the Property, the seller, an affiliate of the Managing General Partner (the "Seller" or the "Special Limited Partner") purchased a 10 percent special limited partnership interest in the Partnership for $6,855,000. The Partnership Agreement provides that the 10 percent special limited partnership interest is subordinate to the other Limited Partners' specified priority return in the case of distributions of net cash flow from operations, plus the other Limited Partners' return of capital in the case of net sales or refinancing distribution proceeds. Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On December 30, 1998, Casden Properties Operating Partnership, L.P., (the "Operating Partnership"), a majority owned subsidiary of Casden Properties Inc., a real estate investment trust organized by Alan I. Casden, purchased a 95.25% economic interest in NAPICO. The current members of NAPICO's Board of Directors are Charles H. Boxenbaum, Bruce E. Nelson, Alan I. Casden and Henry C. Casden. The Partnership's principal objectives are to (i) provide quarterly cash distributions, (ii) preserve and protect capital, and (iii) achieve long-term appreciation in the value of the Property for distribution upon sale. There can be no assurance that any of these objectives will be achieved. On December 30, 1998, the Partnership sold the rental property for $58,500,000 to the Operating Partnership. The sale resulted in net cash proceeds to the Partnership of $57,916,894 and a gain of $24,646,417. Substantially all of the cash proceeds were held in escrow at December 31, 1998 and were collected subsequent to year end. The Partnership intends to distribute all assets and dissolve in 1999. 3 ITEM 2. PROPERTIES: The Partnership held an interest in one real estate property which was sold on December 30, 1998. See Item 1 above and Schedule for additional information pertaining to this Property. ITEM 3. LEGAL PROCEEDINGS: The Managing General Partner, NAPICO, is a plaintiff or defendant in several lawsuits, which are unrelated to the Partnership. In addition, the Partnership was involved in the actions described below: Securities and Exchange Commission The Partnership, NAPICO, and several of NAPICO's officers, directors and affiliates consented to the entry, on June 25, 1997, of an administrative cease and desist order by the U.S. Securities and Exchange Commission (the "Commission"), without admitting or denying any of the findings made by the Commission. The order concerns, in part, the treatment of Partnership funds deposited between September 1991 and July 1993 in a master disbursement account used by the Partnership's previous property management company. The Commission found that those funds should have been recorded on the Partnership's books and reported in its financial statements as related party accounts receivable rather than as cash as done so by the Partnership's auditors. Although the Commission found that this misclassification of current assets violated federal securities laws, the Commission did not find that these violations were intentional nor did the Commission find that limited partners had suffered any loss or damage as a result of these violations. Moreover, the Commission's order does not impose any cost, burden or penalty on the Partnership and does not impact NAPICO's ability to serve as the Partnership's Managing General Partner. The events that gave rise to the Commission's order occurred in or before 1993. Subsequent corrective action by the Partnership and its general partners precludes any recurrence of the cash management issues described in the Commission's order. J/B Lawsuit On February 13, 1997, J/B Investment Partners ("J/B") filed an action in the Los Angeles Superior Court (the "J/B Lawsuit"), against the Managing General Partner and its directors, and Casden Properties and certain of its affiliates (collectively, the "Defendants"). The J/B Lawsuit was styled as a class action brought against the Defendants on behalf of all limited partners of the Partnership, and a derivative action brought on behalf of the Partnership itself. The Partnership was named as a "nominal defendant." The complaint in the J/B Lawsuit contained four causes of action: (a) breach of fiduciary duty; (b) breach of contract; (c) unjust enrichment; and (d) equitable relief. By order dated November 25, 1997, the Los Angeles Superior Court dismissed the J/B Lawsuit with prejudice. No appeal has been taken. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: In December 1996, Everest HillCreste Investors, LLC ("Everest"), commenced a proxy solicitation of the Limited Partners seeking to obtain sufficient votes in order to (a) authorize Everest to notify the General Partners on behalf of Limited Partners to call for a special meeting of the Limited Partners, and (b) adopt a resolution at such meeting approving Everest's proposal to purchase the Property for $40 million (subsequently increased to $47 million) subject to certain material conditions. The General Partners are unaware of the results of that solicitation, as amended. 4 In July 1998, a consent solicitation statement was sent to the limited partners setting forth the terms and conditions of the purchase of the property owned by the Partnership by the Operating Partnership, together with certain amendments to the Partnership Agreement and other disclosures of various conflicts of interest in connection with the proposed transaction. Prior to the sale of the property, the consents of the limited partners to the sale and amendments to the Partnership Agreement were obtained. PART II. ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED SECURITY HOLDER MATTERS: The Partnership's units are not traded on a public exchange. It is not anticipated that any public market will develop for the purchase and sale of any units. Depository units may be transferred only if certain requirements are satisfied. As of December 31, 1998, there were 5,798 registered holders of units in the Partnership. 5 ITEM 6. SELECTED FINANCIAL DATA:
Year Ended December 31, --------------------------------------------------------------------------- 1998 1997 1996 1995 1994 ----------- ----------- ----------- ----------- ----------- Rental revenues $ 6,298,221 $ 5,960,474 $ 5,410,156 $ 5,394,552 $ 5,390,358 Interest and other income 266,438 189,377 218,216 287,523 81,885 ----------- ----------- ----------- ----------- ----------- Total revenues $ 6,564,659 $ 6,149,851 $ 5,628,372 $ 5,682,075 $ 5,472,243 =========== =========== =========== =========== =========== Income from operations $ 3,286,838 $ 2,738,970 $ 2,675,170 $ 2,498,336 $ 1,224,739 Gain on sale of rental property 24,646,417 -- -- -- -- ----------- ----------- ----------- ----------- ----------- Net income $27,933,255 $ 2,738,970 $ 2,675,170 $ 2,498,336 $ 1,224,739 =========== =========== =========== =========== =========== Net income per depository unit $ 3.85 $ 0.38 $ 0.37 $ 0.34 $ 0.17 =========== =========== =========== =========== =========== Rental property owned at cost less accumulated depreciation $ -- $34,013,326 $34,337,025 $34,772,331 $35,660,385 =========== =========== =========== =========== =========== Cash due from escrow $57,836,152 $ -- $ -- $ -- $ -- =========== =========== =========== =========== =========== Total assets $63,594,749 $38,311,564 $38,040,786 $37,684,178 $38,577,456 =========== =========== =========== =========== ===========
6 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: CAPITAL RESOURCES AND LIQUIDITY The Partnership raised proceeds of $72,580,000 from the sale of depository units, pursuant to a public offering and received additional capital contributions from the General Partners of $1,050 and from the Special Limited Partner of $6,855,000. Prior to the sale of the Property, the only sources of Partnership income consisted of income from rental operations at the Property and interest earned on Partnership reserves. In conjunction with the acquisition of the Property, the Partnership entered into a guarantee agreement (the "Guarantee Agreement") with the Special Limited Partner, (now an affiliate of the Managing General Partner), which required the Special Limited Partner to make payments as provided in the Guarantee Agreement, if and when necessary, in an amount sufficient to enable the Partnership to provide the Limited Partners with minimum distributions through December 1996. Through 1994 the Special Limited Partner funded $13,130,998 pursuant to the Guarantee Agreement, which includes the $350,000 referred to below. Commencing in 1994, distributions to the partners are being made from cash flow from operations. Pursuant to a Memorandum of Understanding entered into on August 11, 1995, the Special Limited Partner agreed to pay to the Partnership the sum of $350,000 in two equal installments of $175,000 each; the first such $175,000 payment was made in August 1995 and the second payment was made in May 1996. These payments represent the amount of a real estate tax refund received in 1994 for overpayment of prior year taxes which had previously been offset against amounts receivable from the Special Limited Partner under the Guarantee Agreement. Approvals from the City of Los Angeles were obtained to "privatize" the streets and alleys providing access to the Property and to construct wrought iron security fencing with controlled entrances into the Property. The final resolution vacating the streets and alleys was approved on December 31, 1994. Landscaping, and the construction of the perimeter fencing and related improvements, including a guardhouse at the Ambassador Street entrance and a directory/trellis at the Peerless Street location were completed in 1998 at a cost to the Partnership of $845,570. RESULTS OF OPERATIONS Occupancy averaged 97.5 percent for the year ended December 31, 1998, as compared to an average of 95 percent for the years ended December 31, 1997 and 1996. The Property was 94 and 95 percent occupied as of December 31, 1998 and 1997, respectively. Rental income increased in 1998 and 1997 as a result of the increase in occupancy and an increase in rental charges per unit. Included in the interest and other income is interest income earned on cash and cash equivalents of $242,000, $176,000 and $135,000 in 1998, 1997 and 1996, respectively. Interest income increased in 1998 and 1997 as a result of the increase in cash and cash equivalents. The Partnership has its cash and cash equivalents on deposit primarily with one money market mutual fund. Included in general and administrative expenses for 1997 is $300,000 in expense reimbursements to the Non-Managing General Partner. In accordance with the Partnership Agreement, partnership expense reimbursements, not to exceed $50,000 annually, are payable to the Non-Managing General Partner. The expense reimbursements for 1991 through 1996 in the amount of $300,000, which were previously disputed, were expensed and paid in 1997. The amounts related to 1997 and 1998 were expensed and paid in 1998. The Partnership has assessed the potential impact of the Year 2000 computer systems issue on its operations. The Partnership believes that no significant actions are required to be taken by the Partnership to address the issue and that the impact of the Year 2000 computer systems issue will not materially affect the Partnership's future operating results or financial condition. The Operating Partnership purchased the property from the Partnership on December 30, 1998. 7 In July 1998, a consent solicitation statement was sent to the limited partners setting forth the terms and conditions of the purchase of the property owned by the Partnership by the Operating Partnership, together with certain amendments to the Partnership Agreement and other disclosures of various conflicts of interest in connection with the proposed transaction. Prior to the sale of the property, the consents of the limited partners to the sale and amendments to the Partnership Agreement were obtained. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA: The Financial Statements and Supplementary Data are listed under Item 14. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE: Not applicable. 8 CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. (a California Limited Partnership) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND INDEPENDENT PUBLIC ACCOUNTANTS' REPORTS DECEMBER 31, 1998 9 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Century HillCreste Apartment Investors, L.P. (A California limited partnership) We have audited the accompanying balance sheets of Century HillCreste Apartment Investors, L.P. (a California limited partnership) as of December 31, 1998 and 1997, and the related statements of income, partners' capital (deficiency) and cash flows for each of the three years in the period ended December 31, 1998. Our audits also included the financial statement schedule listed in the index at Item 14. These financial statements and financial statement schedule are the responsibility of the management of the Partnership. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 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 financial position of Century HillCreste Apartment Investors, L.P. as of December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. As discussed in Note 1, the Partnership sold its rental property on December 30, 1998. The Partnership intends to dissolve in 1999. DELOITTE & TOUCHE LLP Los Angeles, California April 6, 1999 10 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Real-Equity Partners (A California limited partnership) We have audited the accompanying balance sheets of Real-Equity Partners (a California limited partnership) as of December 31, 1997 and 1996, and the related statements of operations, partners' equity (deficiency) and cash flows for each of the three years in the period ended December 31, 1997. Our audits also included the financial statement schedule listed in the index on item 14. These financial statements and financial statement schedule are the responsibility of the management of the Partnership. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 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 financial position of Real-Equity Partners as of December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedule when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Los Angeles, California April 6, 1998 11 CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P. (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS DECEMBER 31, 1998 AND 1997 ASSETS
1998 1997 ----------- ----------- RENTAL PROPERTY (Note 1, 2 and 3) $ -- $34,013,326 CASH DUE FROM ESCROW (Note 2) 57,836,152 -- CASH AND CASH EQUIVALENTS (Note 1) 5,505,534 4,100,537 RESTRICTED CASH (Notes 1 and 5) 158,700 158,700 OTHER ASSETS 94,363 39,001 ----------- ----------- $63,594,749 $38,311,564 =========== =========== LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 436,035 $ 367,529 SECURITY DEPOSITS -- 297,622 PREPAID RENT -- 16,866 ----------- ----------- 436,035 682,017 COMMITMENTS AND CONTINGENCIES (Note 5) PARTNERS' CAPITAL (Note 1) 63,158,714 37,629,547 ----------- ----------- $63,594,749 $38,311,564 =========== ===========
The accompanying notes are an integral part of these financial statements. 12 CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P. (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1998 1997 1996 ----------- ---------- ---------- REVENUES Rental income $ 6,298,221 $5,960,474 $5,410,156 Interest and other income 266,438 189,377 218,216 ----------- ---------- ---------- 6,564,659 6,149,851 5,628,372 ----------- ---------- ---------- EXPENSES Operating 1,372,244 1,255,071 1,165,010 Property taxes 522,497 514,306 537,717 Management fee (Note 4) 187,167 177,002 177,320 General and administrative (Note 4) 434,601 758,946 367,599 Depreciation 761,312 705,556 705,556 ----------- ---------- ---------- 3,277,821 3,410,881 2,953,202 ----------- ---------- ---------- INCOME FROM OPERATIONS 3,286,838 2,738,970 2,675,170 GAIN ON SALE OF RENTAL PROPERTY (Note 2) 24,646,417 -- -- ----------- ---------- ---------- NET INCOME $27,933,255 $2,738,970 $2,675,170 =========== ========== ========== NET INCOME PER DEPOSITORY UNIT $ 3.85 $ 0.38 $ 0.37 =========== ========== ==========
The accompanying notes are an integral part of these financial statements. 13 CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P. (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY) FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Special Limited General Limited Partner Partners Partners (Note 1) Total --------- ------------ --------------- ------------ BALANCE, JANUARY 1, 1996 $(287,786) $ 37,105,541 $ -- $ 36,817,755 DISTRIBUTIONS (Note 7) (17,131) (2,239,292) -- (2,256,423) NET INCOME FOR 1996 26,752 2,648,418 -- 2,675,170 --------- ------------ ----- ------------ BALANCE, DECEMBER 31, 1996 (278,165) 37,514,667 -- 37,236,502 DISTRIBUTIONS (Note 7) (23,459) (2,322,466) -- (2,345,925) NET INCOME FOR 1997 27,390 2,711,580 -- 2,738,970 --------- ------------ ----- ------------ BALANCE, DECEMBER 31, 1997 (274,234) 37,903,781 -- 37,629,547 DISTRIBUTIONS (Note 7) (24,040) (2,380,048) -- (2,404,088) NET INCOME FOR 1998 279,333 27,653,922 -- 27,933,255 --------- ------------ ----- ------------ BALANCE, DECEMBER 31, 1998 $ (18,942) $ 63,177,656 $ -- $ 63,158,714 ========= ============ ===== ============
The accompanying notes are an integral part of these financial statements. 14 CENTURY HILLCRESTE APARTMENTS INVESTORS, L.P. (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1998 1997 1996 ------------ ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 27,933,255 $ 2,738,970 $ 2,675,170 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sale (24,646,417) Depreciation 761,312 705,556 705,556 Other assets (55,362) 15,597 (39,496) Accounts payable and accrued liabilities 68,506 (45,928) 54,098 Due to general partners 0 (150,000) Security deposits (297,622) (17,622) 5,145 Prepaid rent (16,866) (58,717) 28,618 ------------ ----------- ----------- Net cash (used in) provided by operating activities 3,746,806 3,337,856 3,279,091 ------------ ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Payments received pursuant to the minimum distribution guarantee -- -- 175,000 Rental property (18,463) (381,857) (445,250) Cash proceeds from sale of property 80,743 -- -- ------------ ----------- ----------- Net cash provided by (used in) investing activities 62,280 (381,857) (270,250) ------------ ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to partners (2,404,088) (2,345,925) (2,256,423) ------------ ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 1,404,997 610,074 752,418 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 4,100,537 3,490,463 2,738,045 ------------ ----------- ----------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 5,505,534 $ 4,100,537 $ 3,490,463 ============ =========== ===========
The accompanying notes are an integral part of these financial statements. 15 CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. (a California Limited Partnership) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Century HillCreste Apartment Investors, L.P. (the "Partnership"), a California limited partnership, was formed on June 6, 1988, with National Partnership Investments Corp. (the "Managing General Partner"), and HillCreste Properties Inc. (the "Non-Managing General Partner") as the general partners (collectively, the "General Partners"). On October 26, 1988, the Partnership issued to investors (the "Limited Partners") 7,258,000 depositary units (each depositary unit being entitled to the beneficial interest of a limited partnership interest), for a total amount raised of $72,580,000, through a public offering. Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On December 30, 1998, Casden Properties Operating Partnership, L.P., (the "Operating Partnership"), a majority owned subsidiary of Casden Properties Inc., a real estate investment trust organized by Alan I. Casden, purchased a 95.25% economic interest in NAPICO. Concurrent with the issuance of the depositary units, the Partnership purchased a 315-unit apartment complex in the Century City area of Los Angeles, California (the "Property") from Casden Properties (the "Seller"). To complete the purchase of the Property, the Seller purchased a 10% special limited partnership interest in the Partnership for $6,855,000 and became the Special Limited Partner of the Partnership. Among other things, the Partnership Agreement provides that the 10% special limited partnership interest be subordinate to the other Limited Partners' specified priority return in the case of distributions of net cash flow from operations, plus the other Limited Partners' return of capital in the case of net sales or refinancing distribution proceeds. On December 30, 1998, the Partnership sold the Property for $58,500,000 to the Operating Partnership. The partners intend to dissolve the Partnership in 1999. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 5 16 CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. (a California Limited Partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Depreciation Depreciation is reported using the straight-line method over the estimated useful lives of the buildings, improvements and furniture and equipment as follows: Buildings 35 years Improvements 15 years Furniture and equipment 5 years
Minimum Distribution Guarantee The minimum distribution guarantee payments from the Seller have been reflected as a reduction in the carrying amount of the Property. For its contribution of $6,855,000, the Seller has rights to receive an allocation of the Partnership's net cash from operations, after the Limited Partners receive a specified priority return, and certain distributions upon liquidation. Cash and Cash Equivalents Cash and cash equivalents consist of cash and bank certificates of deposit with an original maturity of three months or less. The Partnership has its cash and cash equivalents on deposit primarily with one money market mutual fund. Such cash and cash equivalents are uninsured. Restricted Cash Restricted cash consists of bank certificates of deposits assigned to the City of Los Angeles in lieu of purchasing a subdivision improvement bond to effectuate the privatization of city streets located within the Property's perimeter (see Note 5). Income Taxes No provision has been made for income taxes in the accompanying financial statements since such taxes, if any, are the liability of the partners. Net Income Per Depository Unit Net income per depository unit was computed by dividing the Limited Partners' share of net income (99%) by the number of depository units outstanding during the year. The number of depository units was 7,258,000 for all years presented. 6 17 CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. (a California Limited Partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Impairment of Long-Lived Assets The Partnership reviews long-lived assets to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the assets, the Partnership recognizes an impairment loss. 2. RENTAL PROPERTY At December 31, 1997, rental property consisted of the following: Land $16,175,000 Buildings 24,694,402 Furniture and equipment 3,870,000 Improvements 827,107 ----------- 45,566,509 Less: Accumulated depreciation 11,553,183 ----------- $34,013,326 ===========
On December 30, 1998, the Partnership sold the Property for $58,500,000 to the Operating Partnership, an affiliate of NAPICO. The sale resulted in net cash proceeds to the Partnership of $57,916,894 and a gain of $24,646,417. Substantially all of the cash proceeds were held in escrow at December 31, 1998 and were collected subsequent to year end. 3. MINIMUM DISTRIBUTION GUARANTEE RECEIVABLE FROM PARTNER The Minimum Distribution Guarantee Agreement (the "Guarantee Agreement") required the Seller, who is also the Special Limited Partner, to make payments to the Partnership, if and when necessary, in an amount sufficient to enable the Partnership to provide the Limited Partners with distributions sufficient to achieve a minimum annual return upon the Limited Partners' investment in the Partnership, through December 31, 1993, as follows:
Years Ended December 31, Annual Return on Investment ------------------------ --------------------------- 1988 8.0% 1989 8.0% 1990 8.5% 1991 9.0% 1992 9.0% 1993 9.0%
7 18 CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. (a California Limited Partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 3. MINIMUM DISTRIBUTION GUARANTEE RECEIVABLE FROM PARTNER (CONTINUED) Pursuant to a Memorandum of Understanding entered into on August 11, 1995, the Seller agreed to pay to the Partnership the sum of $350,000 in two equal installments of $175,000 each; the first such $175,000 payment was made in August 1995 and the second payment was made in May 1996. These payments represent the amount of a real estate tax refund received in 1994 for overpayment of prior year taxes which had previously been offset against amounts receivable from the Seller under the Guarantee Agreement. Through December 31, 1996, the Seller has funded a total of $13,130,998 directly to the Partnership for distributions to the Limited Partners pursuant to the Guarantee Agreement, which includes the $350,000, referred to above. The period covered by the Guarantee Agreement expired on December 31, 1993. Except with respect to the payments made or to be made pursuant to the Memorandum of Understanding, commencing in 1994, distributions to the Partners were made from cash flow from operations. 4. FEES PAID TO GENERAL PARTNERS AND AFFILIATES In accordance with the Partnership and other agreements, certain fees and reimbursements have been paid to the general partners and their affiliates as follows: a. A partnership management fee of $50,000 annually is paid to the Managing General Partner. This fee is included in general and administrative expenses for 1998, 1997 and 1996. b. Partnership expense reimbursements, not to exceed $50,000 annually, are paid to the Non- Managing General Partner. The Non-Managing General Partner expense reimbursements for 1990 through 1996 in the amount of $350,000, which were previously disputed, were paid in the year ended December 31, 1997. Of this amount, $50,000 was expensed in 1990 and the balance of $300,000 was expensed and included in general and administrative expenses for 1997. The amounts related to 1997 and 1998 were expensed and paid in 1998. c. The Managing General Partner is entitled to receive 1% of distributions (as defined in the Partnership Agreement) which are made by the Partnership. The distributions received by the Managing General Partner for the years ended December 31, 1998, 1997 and 1996 were $24,040, $23,459 and $17,131, respectively. d. The Partnership is obligated to pay certain fees to the Managing General Partner or its affiliates upon sale of the Property. The payment of such fees is subordinated to certain preferred returns to the Limited Partners. 8 19 CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. (a California Limited Partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 5. COMMITMENTS AND CONTINGENCIES a. Approvals from the City of Los Angeles were obtained to "privatize" the streets and alleys providing access to the Property and to construct wrought iron security fencing with controlled entrances into the Property. The final resolution vacating the streets and alleys was approved on December 31, 1994. Landscape and the construction of the perimeter fencing and related improvements, including a guardhouse at the Ambassador Street entrance and a directory/trellis at the Peerless Street location were completed in 1998. As a condition to its approval of the proposed "privatization", the City of Los Angeles required the construction of a storm drain and related improvements, for which an improvement agreement and guarantee in the amount $158,700 has been filed with the City of Los Angeles. The Partnership has pledged a certificate of deposit in such amount to the City to secure the improvement guarantee. Contracts in the amount of $767,000 and $60,685 had been awarded to construct the wrought iron security fencing and to construct a storm drain and related improvements, respectively, for which construction work commenced in September 1996. The work was completed in 1998 at a cost to the Partnership of $845,570. b. The Managing General Partner of the Partnership is a plaintiff in various lawsuits and has also been named as a defendant in other lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the Managing General Partner, the claims will not result in any material liability to the Partnership. In addition, the Partnership was involved in the actions described below: c. The Partnership, NAPICO, and several of NAPICO's officers, directors and affiliates consented to the entry, on June 25, 1997, of an administrative cease and desist order by the U.S. Securities and Exchange Commission (the "Commission"), without admitting or denying any of the findings made by the Commission. The order concerns, in part, the treatment of Partnership funds deposited between September 1991 and July 1993 in a master disbursement account used by the Partnership's previous property management company. The Commission found that those funds should have been recorded on the Partnership's books and reported in its financial statements as related party accounts receivable rather than as cash as done so by the Partnership's auditors. Although the Commission found that this misclassification of current assets violated federal securities laws, the Commission did not find that these violations were intentional nor did the Commission find that limited partners had suffered any loss or damage as a result of these violations. Moreover, the Commission's order does not impose any cost, burden or penalty on the Partnership and does not impact NAPICO's ability to serve as the Partnership's Managing General Partner. The events that gave rise to the Commission's order occurred in or before 1993. Subsequent corrective action by the Partnership and its general partners precludes any recurrence of the cash management issues described in the Commission's order. 9 20 CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. (a California Limited Partnership) NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 5. COMMITMENTS AND CONTINGENCIES (CONTINUED) d. On February 13, 1997, J/B Investment Partners ("J/B") filed an action in the Los Angeles Superior Court (the "J/B Lawsuit"), against the Managing General Partner and its directors, and Casden Properties and certain of its affiliates (collectively, the "Defendants"). By order dated November 25, 1997, the Los Angeles Superior Court dismissed the J/B Lawsuit with prejudice. No appeal has been taken. The J/B Lawsuit was styled as a class action brought against the Defendants on behalf of all limited partners of the Partnership, and a derivative action brought on behalf of the Partnership itself. The Partnership was named as a "nominal defendant." The complaint in the J/B Lawsuit contained four causes of action: (a) breach of fiduciary duty; (b) breach of contract; (c) unjust enrichment; and (d) equitable relief. e. The Partnership has assessed the potential impact of the Year 2000 computer systems issue on its operations. The Partnership believes that no significant actions are required to be taken by the Partnership to address the issue and that the impact of the Year 2000 computer systems issue will not materially affect the Partnership's future operating results or financial condition. 6. FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, "Disclosure about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. The carrying amount of assets and liabilities reported on the balance sheets that require such disclosure approximates fair value due to their short-term maturity. 7. SUBSEQUENT EVENT In January 1998, the Partnership distributed $601,022 to the General and Limited Partners related to 1997. In addition, in March 1999, the Partnership distributed $59,058,362 to the Limited Partners, $1,572,434 to the Special Limited Partner and $222,534 to the General Partner, primarily using cash proceeds from the sale of the property. Approximately $2,000,000 was retained by the Partnership pending dissolution of the Partnership. 10 21 SCHEDULE III CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1998 NOTES: 1. Rental property is stated at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. Substantially all of the apartments are leased on a month-to-month basis. 2. The partnerships interest in the land, buildings, and equipment was disposed of on December 30, 1998. 3. Investment in rental property:
Buildings, Improvements and Furniture and Land Equipment Total ------------ ----------------------- ------------ Balance, January 1, 1996 $ 16,175,000 $ 28,739,402 $ 44,914,402 Less: minimum distribution guarantee amounts funded in 1996 -- (175,000) (175,000) Additions: Improvements -- 445,250 445,250 ------------ ------------ ------------ Balance, January 1, 1997 16,175,000 29,009,652 45,184,652 Additions: Improvements -- 381,857 381,857 ------------ ------------ ------------ Balance, December 31, 1997 16,175,000 29,391,509 45,566,509 Additions: Improvements -- 18,463 18,463 Sale of property (16,175,000) (29,409,972) (45,584,972) ------------ ------------ ------------ Balance, December 31, 1998 $ -- $ -- $ -- ============ ============ ============
22 SCHEDULE III (Continued) CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1998
Buildings, Improvements and Furniture and Equipment ----------------------- ACCUMULATED DEPRECIATION: Balance, January 1, 1996 $ 10,142,071 Provision for the year ended December 31, 1996 705,556 ------------ Balance, January 1, 1997 10,847,627 Provision for the year ended December 31, 1997 705,556 ------------ Balance, December 31, 1997 11,553,183 Provision for the year ended December 31, 1998 761,312 Sale of Property (12,314,495) ------------ Balance, December 31, 1998 $ -- ============
23 PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT: CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. (the "Partnership") has no directors or executive officers of its own. Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On December 30, 1998, Casden Properties Operating Partnership, L.P., (the "Operating Partnership"), a majority owned subsidiary of Casden Properties Inc., a real estate investment trust organized by Alan I. Casden, purchased a 95.25% economic interest in NAPICO. The following biographical information is presented for the directors and executive officers of NAPICO with principal responsibility for the Partnership's affairs. CHARLES H. BOXENBAUM, 69, Chairman of the Board of Directors and Chief Executive Officer of NAPICO. Mr. Boxenbaum has been associated with NAPICO since its inception. He has been active in the real estate industry since 1960, and prior to joining NAPICO was a real estate broker with the Beverly Hills firm of Carl Rhodes Company. Mr. Boxenbaum has been a guest lecturer at national and state realty conventions, certified properties exchanger's seminars, Los Angeles Town Hall, National Association of Home Builders, International Council of Shopping Centers, Society of Conventional Appraisers, California Real Estate Association, National Institute of Real Estate Brokers, Appraisal Institute, various mortgage banking seminars, and the North American Property Forum held in London, England. In 1963, he was the winner of the Snyder Award, the highest annual award offered by the National Association of Real Estate Boards for Best Exchange. He is one of the founders and a past director of the First Los Angeles Bank, organized in November 1974. Mr. Boxenbaum was a member of the Board of Directors of the National Housing Council. Mr. Boxenbaum received his Bachelor of Arts degree from the University of Chicago. BRUCE E. NELSON, 47, President and a director of NAPICO. Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is responsible for the operations of all NAPICO sponsored limited partnerships. Prior to that he was primarily responsible for the securities aspects of the publicly offered real estate investment programs. Mr. Nelson is also involved in the identification, analysis, and negotiation of real estate investments. From February 1979 to October 1980, Mr. Nelson held the position of Associate General Counsel at Western Consulting Group, Inc., private residential and commercial real estate syndicators. Prior to that time, Mr. Nelson was engaged in the private practice of law in Los Angeles. Mr. Nelson received his Bachelor of Arts degree from the University of Wisconsin and is a graduate of the University of Colorado School of Law. He is a member of the State Bar of California and is a licensed real estate broker in California and Texas. ALAN I. CASDEN, 53, Chairman of Casden Properties Inc. and The Casden Company, an affiliate of Casden Properties (formerly CoastFed Properties), a director and member of the audit committee of NAPICO, and chairman of the Executive Committee of NAPICO. Mr. Casden is Chairman of the Board, Chief Executive Officer and sole shareholder of The Casden Company and Casden Investment Corp. He also became the Chairman of the Board of Casden Properties, Inc. in 1998. Previously, he was the president and chairman of Mayer Group, Inc., which he joined in 1975. Mr. Casden has been involved in approximately $3 billion of real estate financings and sales and has been responsible for the 24 development and construction of more than 12,000 apartment units and 5,000 single-family homes and condominiums. Mr. Casden is a member of the American Institute of Certified Public Accountants and of the California Society of Certified Public Accountants. Mr. Casden is a member of the advisory board of the National Multi-Family Housing Conference, the Multi-Family Housing Council, and the President's Council of the California Building Industry Association. He also serves on the advisory board to the School of Accounting of the University of Southern California. He holds a Bachelor of Science degree from the University of Southern California. HENRY C. CASDEN, 55, President of Casden Properties Inc., President, Chief Operating Officer and Secretary of The Casden Company and a director and secretary of NAPICO. Mr. Casden has been President and Chief Operating Officer of The Casden Company, as well as a director of NAPICO since February 1988. He became secretary of both companies in late 1994. He also became the President of Casden Properties Inc. in 1998. From 1982 to 1988, Mr. Casden was of counsel and a partner in the Los Angeles law firm of Troy, Casden & Gould. From 1978 to 1981, he was of counsel and a partner in the Los Angeles law firm of Loeb & Loeb. From 1972 to 1978, Mr. Casden was a member of the Beverly Hills law firm of Fink & Casden, Professional Corporation. Mr. Casden received his Bachelor of Arts degree from the University of California at Los Angeles, and is a graduate of the University of San Diego Law School. Mr. Casden is a member of the State Bar of California and has numerous professional affiliations. PAUL PATIERNO, 42, Chief Financial Officer. Mr. Patierno joined NAPICO in 1998 and is responsible for its financial affairs, as well as the limited partnerships sponsored by it. From 1995 until joining NAPICO in September 1998, Mr. Patierno was a senior manager in the affordable housing group of Altschuler, Melvoin and Glasser LLP, a national public accounting firm. From 1990 to 1995, he practiced public accounting with a firm specializing in real estate syndication. Mr. Patierno received his bachelor of science degree in accounting from California State University at Northridge, and is a member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants. PATRICIA W. TOY, 69, Senior Vice President - Communications and Assistant Secretary. Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a U.S. Naval Officer in communications and personnel assignments. She holds a Bachelor of Arts Degree from the University of Nebraska. MARK L. WALTHER, 38, Executive Vice President, General Counsel and Assistant Secretary. Mr. Walther joined NAPICO in 1987 and is responsible for the legal affairs of the NAPICO sponsored limited partnerships. Prior to joining NAPICO, Mr. Walther worked in the San Francisco law firm of Browne and Kahn which specialized in construction litigation. Mr. Walther received his Bachelor of Arts Degree in Political Science from the University of California, Santa Barbara and is a graduate of the University of California, Davis, School of Law. He is a member of the State Bar of Hawaii. 25 NAPICO and several of its officers, directors and affiliates, including Charles H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on June 25, 1997, of an administrative cease and desist order by the U.S. Securities and Exchange Commission (the "Commission"), without admitting or denying any of the findings made by the Commission. The Commission found that NAPICO and others had violated certain federal securities laws in connection with transactions unrelated to the Partnership. The Commission's order did not impose any cost, burden or penalty on any partnership managed by NAPICO and does not impact NAPICO's ability to serve as the Partnership's Managing General Partner. ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS: In accordance with the Partnership Agreement, certain fees and reimbursements are paid to the general partners and their affiliates as follows: (a) A partnership management fee of $50,000 annually is paid to the Managing General Partner. This fee is included in general and administrative expenses for 1998, 1997 and 1996. (b) Partnership expense reimbursements of $50,000 annually are paid to the Non-Managing General Partner. The Non-Managing General Partner expense reimbursements for 1990 through 1996 in the amount of $350,000, which were previously disputed, were paid in the year ended December 31, 1997. Of this mount, $50,000 was expensed in 1990 and was included in accounts payable and accrued liabilities at December 31, 1996. The balance of $300,000 was expensed and included in general and administrative expenses for 1997. The amounts related to 1997 and 1998 were expensed and paid in 1998. (c) 1% of distributions (as defined in the Partnership Agreement) is payable to the Managing General Partner. (d) The Partnership is obligated to pay fees to the Managing General Partner or its affiliates upon sale of the Property based upon the form of such sale. The payment of such fees is subordinated to certain preferred returns to the Limited Partners. ITEM 12. SECURITY OF OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT: (a) Security of Ownership of Certain Beneficial Owners The General Partners own all of the outstanding general partnership interests of the Partnership; no person is known to own beneficially in excess of 5% of the outstanding limited partnership interests. 26 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS: The Partnership has no officers, directors, or employees of its own. All of its affairs are managed by the Managing General Partner. The transactions with the Managing General Partner are primarily in the form of fees paid by the Partnership to the General Partners or their affiliates for services rendered to the Partnership, as discussed below: (a) A partnership management fee of $50,000 annually is paid to the Managing General Partner. This fee is included in general and administrative expenses for 1996, 1995 and 1994. (b) Partnership expense reimbursements of $50,000 annually are paid to the Non-Managing General Partner. The Non-Managing General Partner expense reimbursements for 1990 through 1996 in the amount of $350,000, which were previously disputed, were paid in the year ended December 31, 1997. Of this amount, $50,000 was expensed in 1990 and the balance of $300,000 was expensed and included in general and administrative expenses for 1997. The amounts related to 1997 and 1998 were expensed and paid in 1998. (c) 1% of distributions (as defined in the Partnership Agreement) is payable to the Managing General Partner. (d) The Partnership is obligated to pay fees to the Managing General Partner or its affiliates upon sale of the Property based upon the form of such sale. The payment of such fees is subordinated to certain preferred returns to the Limited Partners. (e) The Special Limited Partner receives an allocation of the Partnership's net cash flow from operations, after the Limited Partners receive a specified priority return, and certain distributions upon liquidations. On December 30, 1998, the Operating Partnership purchased the Partnership's real estate assets for $58,500,000, resulting in a net gain of $24,646,417. 27 PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K: FINANCIAL STATEMENTS Report of Independent Public Accountants. Balance Sheets as of December 31, 1998 and 1997. Statements of Income for the years ended December 31, 1998, 1997 and 1996. Statements of Partners' Capital (Deficiency) for the years ended December 31, 1998, 1997 and 1996. Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996. Notes to Financial Statements. FINANCIAL STATEMENT SCHEDULE: Schedule III - Real Estate and Accumulated Depreciation, December 31, 1998. The remaining schedules are omitted because any required information is included in the financial statements and notes thereto, or they are not applicable or not required. EXHIBITS (3) Articles of incorporation and bylaws: The registrant is not incorporated. The Partnership Agreement was filed with Form S-11 Registration #33-22857 incorporated herein by reference. (10) Material contracts: The registrant is not party to any material contracts, other than the Amended and Restated Certificate and Agreement of Limited Partnership dated September 8, 1988 and the contracts representing the Partnership's acquisition of its apartment project as previously filed at the Securities Exchange Commission, File #33-22857 which is hereby incorporated by reference. REPORTS ON FORM 8-K A report on Form 8-K dated December 10, 1996, was filed with the Securities and Exchange Commission. This Form 8-K disclosed that the registrant became aware of an entity conducting a tender offer for up to 320,000 units in the registrant for $4.25 per Unit. 28 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, State of California. CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. By: NATIONAL PARTNERSHIP INVESTMENTS CORP. The Managing General Partner /s/ CHARLES H. BOXENBAUM - ----------------------------------- Charles H. Boxenbaum Chairman of the Board of Directors and Chief Executive Officer /s/ BRUCE E. NELSON - ----------------------------------- Bruce E. Nelson Director and President /s/ ALAN I. CASDEN - ----------------------------------- Alan I. Casden Director /s/ HENRY C. CASDEN - ----------------------------------- Henry C. Casden Director /s/ PAUL PATIERNO - ----------------------------------- Paul Patierno Chief Financial Officer EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS DEC-31-1998 JAN-01-1998 DEC-31-1998 5,505,534 0 57,836,152 0 0 63,500,386 0 0 63,594,749 436,035 0 0 0 0 63,158,714 63,594,749 0 31,211,076 0 0 3,277,821 0 0 27,933,255 0 27,933,255 0 0 0 27,933,255 0 0
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