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 Fund XII
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
0-8658 94-2414893
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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 general partner of Fox Realty Investors, a
California general partnership ("FRI"), and the entity which controls Fox
Capital Management Corporation ("FCMC"). FRI and FCMC are the general
partners 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.
<PAGE>
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 FUND XII
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
