SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 19, 1996
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Century Properties Growth Fund XI
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
0-8440 94-6401363
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(Commission File Number) (I.R.S. Employer Identification No.
c/o Insignia Financial Group, Inc.,
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
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(Address of Principal Executive Offices) (Zip Code)
(803) 239-1000
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(Registrant's Telephone Number, Including Area Code)
5665 Northside Drive, N.W., Atlanta, Georgia 29602
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Change in Control
On August 17, 1995, Michael L. Ashner, Martin Lifton, Arthur
N. Queler and certain of their respective family members, and AP-NPI II
L.P., a Delaware limited partnership, entered into an agreement to sell
to IFGP Corporation, a Delaware corporation, an affiliate of Insignia
Financial Group, Inc., a Delaware corporation ("Insignia"), all of the
issued and outstanding common stock of National Property Investors,
Inc., a Delaware corporation ("NPI"), for an aggregate purchase price of
$1,000,000. NPI is the sole shareholder of NPI Equity Investments II,
Inc., a Florida corporation ("NPI Equity"), the entity which controls
Fox Capital Management Corporation, a California corporation ("FCMC").
FCMC is the general partner of the Registrant. All of the funds used in
making the purchase were drawn under a revolving credit facility
established by a syndicate of lenders for the benefit of Insignia, with
First Union National Bank of South Carolina as Administrative Agent and
Lehman Commercial Paper, Inc. as Syndication Agent. The closing of the
transactions contemplated by the above mentioned agreement (the
"Closing") occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI, NPI
Equity and FCMC resigned and Insignia caused new officers and directors
of each of those entities to be elected. Insignia does not now own,
directly or indirectly, any units of limited partnership of the
Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CENTURY PROPERTIES GROWTH FUND XI
By: Fox Capital Management Corporation,
its general partner
Date: February 5, 1996 By: /s/ John K. Lines
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Name: John K. Lines
Title: Vice President/Secretary
