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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Amendment No. 1
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CENTURY PROPERTIES FUND XII
(Name of Subject Company)
DEFOREST VENTURES I L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
-----------------------
Michael L. Ashner Copy to:
DeForest Capital I Corporation Mark I. Fisher
100 Jericho Quadrangle Rosenman & Colin
Suite 214 575 Madison Avenue
Jericho, New York 11735-2717 New York, New York 10022-2585
(516) 822-0022 (212) 940-8877
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed with the Commission on June 2,
1995 (the "Schedule 14D-1"), by DeForest Ventures I L.P., a
Delaware limited partnership (the "Purchaser"), relating to the
Purchaser's offer to purchase up to 5,233 outstanding Units of
Limited Partnership Interest of Century Properties Fund XII, a
California limited partnership, at $138.63 per Unit, upon the terms
and subject to the conditions set forth in the Offer to Purchase,
dated June 2, 1995 (the "Offer to Purchase") and related Letter of
Transmittal. Terms not otherwise defined herein shall have the
meanings ascribed to them in the Schedule 14D-1 and the Offer to
Purchase.
Item 1. Security and Subject Company.
(c) The information set forth in the Supplement to the
Offer to Purchase in Section 13. "Background of the Offer," is
incorporated herein by reference.
Item 3. Past Contracts, Transactions or Negotiations with the
Subject Company.
(a)-(b) The information set forth in the Supplement to the
Offer to Purchase under "INTRODUCTION" and in Section 13.
"Background of the Offer," is incorporated herein by reference.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.
(a)-(b) The information set forth in the Supplement to the
Offer to Purchase in Section 13. "Background of the Offer," is
incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
(a) The information set forth in the Supplement to the
Offer to Purchase under "INTRODUCTION" is incorporated herein by
reference.
Item 10. Additional Information.
(f) The information set forth in the Supplement to the
Offer to Purchase, a copy of which is filed as Exhibit (a)(4)
hereto, is incorporated herein in its entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(4) Supplement to the Offer to Purchase, dated June 19, 1995.
(z)(1) Amended Stipulation of Settlement relating to the action entitled
"In Re DeForest Tender Offer Securities Litigation" entered in the
United States District Court for the Northern District of Georgia,
Atlanta Division.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 19, 1995
DEFOREST VENTURES I L.P.
By: DeForest Capital I Corporation
its General Partner
By:/s/ Michael L. Ashner
-------------------------
Name: Michael L. Ashner
Title: President
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Exhibit Index
Sequentially
Exhibit No. Numbered Page
- ----------- -------------
(a)(4) Supplement to the Offer to Purchase,
dated June 19, 1995.
(z)(1) Amended Stipulation of Settlement relating *
to the action entitled "In Re DeForest
Tender Offer Securities Litigation" entered
in the United States District Court for the
Northern District of Georgia, Atlanta Division.
* Incorporated by reference to Amendment No. 1 to Schedule 14D-1
filed by DeForest Ventures II L.P. ("Ventures II") on June 19, 1995
in respect of Ventures II's offer to purchase Units of Limited
Partnership Interest of National Property Investors II.
Exhibit 99.(a)(4)
Supplement
to
Offer to Purchase
Up to 5,233 Units of Limited Partnership Interest
of
CENTURY PROPERTIES FUND XII
for
$138.63 Per Unit
by
DEFOREST VENTURES I L.P.
THE OFFER, WITHDRAWAL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JUNE 30, 1995 UNLESS EXTENDED.
The Purchaser hereby supplements and amends its offer to purchase up to
5,233 of the outstanding Units of Limited Partnership Interest of Century
Properties Fund XII, a California limited partnership for $138.63 per Unit, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
June 2, 1995, in this Supplement and in the related Letter of Transmittal as
each may be supplemented or amended from time to time. Capitalized terms used in
the Offer to Purchase and this Supplement shall have the meanings ascribed to
them in the Glossary contained in this Supplement. BY EXECUTING A LETTER OF
TRANSMITTAL, A UNITHOLDER WHO HAS PREVIOUSLY REQUESTED EXCLUSION FROM THE
SETTLEMENT WILL BE DEEMED TO HAVE REVOKED SUCH REQUEST AND THEREUPON BE BOUND BY
THE SETTLEMENT AND ALL ORDERS AND FINAL JUDGMENTS RENDERED IN THE ACTION.
Limited Partners are urged to consider the following factors:
o The Offer is being made pursuant to the terms of the Settlement of the
Action which were described in the Offer to Purchase. The Cash
Consideration to be paid for each Unit tendered was determined as part
of the negotiations conducted in connection with the Settlement. In
establishing the Cash Consideration, the Purchaser, an affiliate of
the General Partner, was motivated to set the lowest price for the
Units which may conflict with Unitholders receiving a higher price for
the Units.
o The Derived Value of the Partnership's assets as of March 31, 1995
estimated by the Purchaser, an affiliate of the General Partner, and
disclosed in the Offer to Purchase was $241 per Unit and the equity
value of the Partnership as of June 30, 1994 estimated by an
independent third party and also disclosed in the Offer to Purchase
was $320 per Unit.
o The General Partner and the Purchaser are affiliates and, accordingly,
have conflicts of interest with respect to the Offer. These include
certain conflicts resulting from the terms of the Amended DeForest
Loan which was obtained by the Purchaser to finance the Offer. As a
result, a conflict of interest may exist for the General Partner in
determining whether to sell and/or refinance the Partnership's
properties and whether to distribute the proceeds of any such sale or
refinancing (See "Section 10. Conflicts of Interest and Transactions
with Affiliates" in the Offer to Purchase for a more detailed
explanation of this conflict.)
o As a result of the Original Tender Offers, the Purchaser, an affiliate
of the General Partner, is in a position to significantly influence
all Partnership decisions on which Unitholders may vote. Consummation
of the Offer may further enhance such voting influence. (See "Section
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7. Effects of the Offer" in the Offer to Purchase for additional
information on limitations on the Purchaser's right to vote its
Units.)
o Consummation of the Offer may limit the ability of Unitholders to
dispose of Units in the secondary market during the twelve month
period following completion of the Offer. (See "Section 7. Effects
of the Offer" in the Offer to Purchase.)
o Unitholders who tender their Units will be giving up the opportunity
to participate in any future potential benefits represented by the
ownership of such Units, including, potential future distributions.
INTRODUCTION
The "Introduction" to the Offer to Purchase is hereby supplemented and
amended as follows:
The Offer is being made pursuant to the terms of the Settlement Agreement.
Pursuant to the Settlement Agreement, Unitholders who tender their Units will
receive the Cash Consideration of $138.63 per Unit and may also be entitled to
receive the Residual Settlement Premium. The per Unit amount of the Residual
Settlement Premium, which is not expected to be material, is dependent on the
amount of attorney's fees awarded by the Court following expiration of the Offer
and will be determined in accordance with the terms of the Settlement Agreement.
The Residual Settlement Premium will range from a minimum of zero to a maximum
of approximately $5.96 per Unit if no attorney's fees are awarded. If the Court
awards the attorney's fees which have been requested, the maximum Residual
Settlement Premium will be approximately $1.23 per Unit. The Residual Settlement
Premium will be paid promptly after the Court's award of attorney's fee which is
expected to occur as soon as practicable following the expiration of the Offer.
(See "THE TENDER OFFER - Section 13. Background of the Offer".)
THE TENDER OFFER
Section 6. Certain Federal Income Tax Consequences.
Section 6 of the Offer to Purchase is hereby supplemented to include the
following:
Potential Recharacterization of Loan. If the Loans are recharacterized for
tax purposes as current sales, then all Units tendered would be treated as
having been sold in 1995. Such recharacterization would require tendering
Unitholders to recognize gain or loss in 1995 with respect to all of their Units
tendered pursuant to the Offer but also might enable such Unitholders to deduct
their remaining suspended passive activity losses (if any) from the Partnership
in 1995. Such recharacterization also would result in a termination of the
Partnership for federal income tax purposes on the date the Loans are made.
Following a tax termination, the Partnership and, therefore, non-tendering
Unitholders, would report lower depreciation deductions for the balance of 1995
and for a period of years thereafter than they otherwise would. Non-tendering
Unitholders also may report slightly greater ordinary income (if any) on a
future sale of their Units, depending on the timing and other circumstances of
such sale, than they otherwise would absent a tax termination of the
Partnership. Finally, a tax termination of the Partnership would cause the
Partnership to have two taxable years within calendar year 1995, which could
result in a "bunching" of income for Unitholders (who are not individuals) whose
taxable year is not the calendar year.
Section 9. Certain information Concerning the Partnership.
Section 9 of the Offer to Purchase is hereby supplemented and amended as
follows:
The original anticipated holding period of the Partnership's properties was
five to twelve years following the acquisition of a property. Currently,
properties in the Partnership's portfolio have been held for varying periods
ranging from approximately 15 to 16 years.
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Description of Properties.
A description of the properties in which the Partnership has an ownership
interest is as follows. All of the Partnership's remaining properties are owned
in fee.
Date
of
Name and Location Purchase Type Size
----------------- -------- ---- ----
Country Club Plaza Shopping Center 12/77 Shopping Center 111,000 sq. ft.
Country Club Drive and Southern Ave.
Mesa, Arizona
Indian River Shopping Center 12/77 Shopping Center 87,000 sq. ft.
Thomas Road and Hayden Road
Scottsdale, Arizona
Parkside Apartments 11/78 Apartment Building 94 units
1111 O'Connor Road
Irving, Texas
Accumulated Depreciation Schedule.
Set forth below is a table showing the gross carrying value, accumulated
depreciation and federal tax basis of each of the Partnership's properties as of
December 31, 1994.
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
-------- ---------- ------------ ---- ------ ----------
Country Club Plaza $6,700,000 $2,309,000 6-39 yrs. S/L $3,779,000
Shopping Center
Mesa, Arizona
Indian River 4,849,000 1,835,000 6-39 yrs. S/L 2,696,000
Shopping Center
Scottsdale, Arizona
Parkside Apartments 491,000 120,000 6-27.5 yrs. S/L 1,359,000
Irving, Texas ----------- ---------- ----------
Totals $12,040,000 $4,264,000 $7,834,000
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Schedule of Mortgages.
Principal Principal
Balance at Balance
December 31, Interest Period Maturity Due At
Property 1994 Rate Amortized Date Maturity
-------- ---------- ---- --------- ------- ----------
Country Club Plaza "1"
Shopping Center $3,075,000 7.38% 30 yrs. 1/19/99 $2,735,000
First Mortgage ---------- ----------
Totals $3,075,000 $2,735,000
========== ==========
"1" Variable rate adjusted every 6 months based on Federal Home Loan Board
Contract Interest Rate. Maximum increase or decrease allowed is .5%
each six months and 5% over the loan term.
Occupancy Summary
Average Occupancy Rate (%)
for the Year Ended
December 31,
--------------------
1994 1993 1992
---- ---- ----
Country Club Plaza Shopping Center . . . . . . . . . . . 90 81 80
Indian River Shopping Center . . . . . . . . . . . . . . 93 98 99
Parkside Apartments. . . . . . . . . . . . . . . . . . . 95 86 80
Significant Tenants(1)
December 31, 1994
Annualized
Square Nature of Expiration Base Rent Renewal
Property Footage Business of Lease(2) Per Year Options(3)
-------- ------- --------- ----------- -------- ----------
Country Club Plaza
Bookman's 20,600 Book Store 2003 $103,000 -
Drug Emporium 24,650 Drug Store 2006 161,532 2-5 yr.
Indian River
Cloth World 10,200 Fabric Store 2000 27,030 1-5 yr.
ABCO Market 28,500 Grocery Store 2000 95,450 5-5 yr.
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(1) Tenant occupying 10% or more of total rentable square footage of the
property.
(2) Represents annualized base rent excluding potential additional rent due
as operating expense reimbursements, percentage rents and future
contractual escalations.
(3) The first number represents the number of renewal options. The second
number represents the length of each option.
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Selected Financial Data. Set forth below is a summary of certain financial
data for the Partnership which has been excerpted or derived from the
Partnership's Annual Reports on Form 10-K for the years ended December 31,
1994, 1993, 1992, 1991 and 1990 and the Partnership's Quarterly Reports on
Form 10-Q for the three months ended March 31, 1995 and March 31, 1994. The
quarterly data is unaudited.
Three Months
Ended March 31, For the Years Ended December 31,
--------------- ------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
(Amounts in thousands except per unit data)
Total Revenues $ 568 $ 614 $2,174 $ 2,112 $ 3,540 $ 9,347 $ 7,113
====== ======= ====== ======= ======= ======= =======
Income (Loss)
Before
Extraordinary
Item $ 165 $ 131 $ 327 $ 292 $ 334 $ 3,261 $(1,072)
Extraordinary Item -
Gain On Debt
Forgiveness - - - - - 1,939 -
------ ------- ------ ------- ------- ------- -------
Net Income (Loss) $ 165 $ 131 $ 327 $ 292 $ 334 $ 5,200 $(1,072)
Net Income (Loss)
Per Limited
Partnership Unit(1):
Income (Loss) Before
Extraordinary Item $ 5 $ 4 $ 9 $ 8 $ 9 $ 80 $ (28)
Extraordinary Item
Gain On Debt
Forgiveness - - - - - 55 -
------ ------- ------ ------- ------- ------- -------
Net Income (Loss) $ 5 $ 4 $ 9 $ 8 $ 9 $ 135 $ (28)
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Total Assets $9,407 $10,456 $9,234 $10,323 $15,192 $23,284 $21,257
====== ======= ====== ======= ======= ======= =======
Long Term Obligations:
Notes Payable $3,057 $ 4,454 $3,075 $ 4,480 $ 4,571 $12,935 $16,077
====== ======= ====== ======= ======= ======= =======
Cash Distributions
Per Limited
Partnership Unit $ - $ - $ - $ 141 $ - $ - $ -
====== ======= ====== ======= ======= ======= =======
- -----------------
(1) $1,000 original contribution per unit, based on units outstanding during
the year after giving effect to net income (loss) allocated to the
general partners.
Section 13. Background of the Offer.
Section 13 of the Offer to Purchase is hereby supplemented to include
the following:
As disclosed in the Offer to Purchase, neither the General Partner nor the
Purchaser has any present plans or intentions with respect to the sale of
the Partnership's property or the liquidation of the Partnership. However,
holders of a majority of outstanding Units have the right to replace the
General Partner and thereby influence the timing of a sale or liquidation.
The Cash Consideration was established as part of the Settlement as a
result of arm's length negotiations between the parties in the various
litigations described in the Offer to Purchase.
The equity analysis of the Partnership as of June 30, 1994 referred to in
Section 13 of the Offer to Purchase was conducted by Victor Capital Group.
Such analysis utilized a methodology similar to that employed by the
Purchaser in estimating the Derived Value and employed capitalization rates
ranging from 9.75% to 10.5%.
5
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GLOSSARY
Action: The class action litigation entitled In Re DeForest Tender Offer
Securities Litigation (Civil Action No. 1:94-CV-2983-JEC) filed in the Court.
Amended DeForest Loan: The Original DeForest Loan, as amended in connection
with consummation of the Settlement Tender Offers
Amended NPI Loan: The Original NPI Loan as amended in connection with the
Settlement Tender Offers
Amended Loan Agreement: The Original Loan Agreement, as amended on May 8, 1995,
to provide for the amendments to the Original Loans
Amended Loans: The Amended DeForest Loan and the Amended NPI Loan
Apollo: Apollo Real Estate Advisors, L.P.
Attributed Net Value: The purchase price actually paid by the Purchaser or
DeForest II for Tendered Units of each of the Subject Partnerships multiplied by
the number of Tendered Units actually acquired at such price
Business Day: Any day other than Saturday, Sunday or a federal holiday, and
consists of the time period from 12:01 a.m. through 12:00 Midnight, New York
City time
Cap Rate: The capitalization rate used in calculating the Derived Value
Cash Consideration: The amount of cash paid to each Unitholder for each Unit
tendered upon consummation of the Offer
Code: The Internal Revenue Code of 1986, as amended
Commission: The Securities and Exchange Commission
Court: The United States District Court for the Northern District of Georgia,
Atlanta Division
DeForest Capital: DeForest Capital I Corporation, the general partner of the
Purchaser
DeForest II: DeForest Ventures II L.P., a Delaware limited partnership and an
affiliate of the Purchaser
Derived Value: The Purchaser's estimated net value of the Partnership's assets,
as determined in Section 13 of the Offer to Purchase
EBIDA: Earnings before interest, depreciation and amortization
Eligible Institution: A member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., a
commercial bank, savings bank, credit union, savings and loan association or
trust company having an office, branch or agency in the United States
Exchange Act: Securities Exchange Act of 1934, as amended
Expiration Date: 12:00 Midnight, New York City Time on June 30, 1995, unless
and as extended.
FCMC: Fox Capital Management Corporation
6
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Fox Partnerships: Century Properties Fund XII; Century Properties Fund XIII;
Century Properties Fund XIV; Century Properties Fund XV; Century Properties Fund
XVI; Century Properties Fund XVII; Century Properties Fund XVIII; Century
Properties Fund XIX; Century Properties Growth Fund XXII; MRI Business
Properties Fund, Ltd.; MRI Business Properties Fund, Ltd. II; and MRI Business
Properties Fund, Ltd. III
FRI: Fox Realty Investors
General Partner: Fox Capital Management Corporation and Fox Realty Investors
Kidder: Kidder Peabody Mortgage Capital Corporation
Lender: PaineWebber Real Estate Securities Inc., the successor in interest to
Kidder
Loan: A non-recourse loan to be extended to tendering Unitholders if Units in
excess of the Transfer Limitation are tendered
Loan Proceeds: The proceeds of a Loan
NPI: National Property Investors, Inc.,
NPI-AP Management: NPI-AP Management, L.P
NPI Equity: NPI Equity Investments II, Inc.
NPI Partnerships: National Property Investors II; National Property Investors
III; National Property Investors 4; National Property Investors 5; National
Property Investors 6; National Property Investors 7; and National Property
Investors 8
NPI Realty: NPI Realty Advisors, Inc.
Offer: The Offer to Purchase, the Supplement thereto dated June 19, 1995, and
the related Letter of Transmittal, as each may be supplemented or amended from
time to time
Offer to Purchase: The Offer of the Purchaser, dated June 2, 1995, to purchase
up to 5,233 Units
Order: The Court order entered on May 19, 1995 determining, among other things,
that the terms of the Settlement were fair, reasonable and adequate, and
dismissing the Action with prejudice
Original DeForest Loan: The loan obtained by the Purchaser in connection with
consummation of the Original Tender Offers in the principal amount of
$21,223,690
Original NPI Loan: The loan obtained by DeForest II in connection with the
consummation of the Original Tender Offers, in the principal amount of
$13,250,690
Original Fox Tender Offers: The Original Tender Offers for units of limited
partnership interest in the Fox Partnerships, commenced by DeForest I on October
17, 1994
Original Loan Agreement: The agreement governing the Original Loans
Original Loans: The Original DeForest Loan and the Original Fox Loan
Original NPI Tender Offers: The Original Tender Offers for units of limited
partnership interest in the NPI Partnerships, commenced by the DeForest II on
October 17, 1994
Original Purchase Price: The purchase price offered for Units in the Original
Tender Offer for Units
7
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Original Tender Offers: The Original NPI Tender Offers and the Original Fox
Tender Offers
Partnership: Century Properties Fund XII, a California limited partnership
Purchase Proceeds: The Cash Consideration payable per Unit in connection with
the purchase of Units upon consummation of the Offer
Purchaser: DeForest Ventures I L.P., a Delaware limited partnership
Purchaser Cash Flow: The cash revenues, with certain exceptions, to be received
by NPI-AP Management, and by certain other entities affiliated with NPI, less
allowable operating expenses.
Residual Settlement Premium: An additional cash payment to which tendering
Unitholders may also be entitled pursuant to the Settlement Agreement.
Retained Units: The Units which are not purchased pursuant to the Offer but
which are the subject of, and which comprise the security for, the Loans
Settlement: The settlement of the Action governed by the Settlement Agreement
Settlement Agreement: The Court approved agreement governing the terms of the
Settlement
Settlement Notice: The Notice of Class Action and Hearing of Proposed
Settlement
Settlement Premium: $12.63, representing the amount of the Cash Consideration
in excess of the Original Purchase Price
Settlement Tender Offers: The Offer and the tender offers for units of the other
Subject Partnerships which were required to be made pursuant to the Settlement
Subject Partnerships: The Partnership and the 18 other limited partnerships
which were the subject of the Original Tender Offers
Tender Cash Flow: The amount of money received by the Purchaser and DeForest II
with respect to Tendered Units
Tendered Units: The units of limited partnership interest acquired in the
Original Tender Offers and acquired or held in connection with the Settlement
Tender Offers
TIN: Taxpayer identification number
Transfer Limitation: 4,816 Units
Unitholders: Holders of units of limited partnership interest
Units: Units of limited partnership interest of the Partnership
DEFOREST VENTURES I L.P.
June 19, 1995
8
