<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Amendment No. 1
-----------------------
CENTURY PROPERTIES FUND XIV
(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)
<PAGE>
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 7,944 outstanding Units of
Limited Partnership Interest of Century Properties Fund XIV, a
California limited partnership, at $128.69 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.
<PAGE>
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
<PAGE>
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.
<PAGE>
Exhibit 99.(a)(4)
Supplement
to
Offer to Purchase
Up to 7,944 Units of Limited Partnership Interest
of
CENTURY PROPERTIES FUND XIV
for
$128.69 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
7,944 of the outstanding Units of Limited Partnership Interest of Century
Properties Fund XIV, a California limited partnership for $128.69 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 $171 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 $234 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
<PAGE>
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 such as potential future distributions,
including distributions resulting from the potential property
sales discussed in Section 9 of the Offer to Purchase.
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 $128.69 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 $5.55 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 $1.17 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.
2
<PAGE>
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 14 to 16 years.
Description of Properties.
A description of the properties in which the Partnership has an
ownership interest is as follows. The Partnership owns all of its
properties in fee:
Date of
Name and Location Purchase Type Size
- ----------------- -------- ---- ----
Torrey Pines Village Apartments 09/79 Apartment Building 204 units
1200 S. Torrey Pines
Las Vegas, Nevada
St. Charleston Village Apartments 09/79 Apartment Building 312 units
6501 W. Charleston Boulevard
Las Vegas, Nevada
Sun River Apartments 11/80 Apartment Building 334 units
505 W. Baseline Road
Tempe, Arizona
Greenbriar Plaza Shopping Center 12/79 Shopping Center 66,000
1542 S. Clark Road sq. ft.
Duncanville, Texas
University Square Shopping Center 12/79 Shopping Center 127,000
23rd Avenue and Babcock Street sq. ft.
Bozeman, Montana
Duck Creek Shopping Center 01/81 Shopping Center 58,000
NEC Arapahoe Road and sq. ft.
Jupiter Road
Garland, Texas
The Oaks Shopping Center 09/80 Shopping Center 82,000
SWC Phelan Boulevard and sq. ft.
Dowlen Road
Beaumont, Texas
Wingren Plaza 06/80 Office Building 39,000
4101-4125 Wingren Street sq. ft.
Dallas, Texas
Gateway Park 10/80 Industrial Park 33,000
6401 Golden Gate Park sq. ft.
Dublin, California
Broadway Trade Center 01/81 Industrial Park 121,000
SWC Broadway and Boardwalk sq. ft.
San Antonio, Texas
3
<PAGE>
Accumulated Depreciation Schedule.
Set forth below is a table showing the gross carrying value,
accumulated depreciation and federal income tax basis of each of the
Partnership's properties as of December 31, 1994.
<TABLE>
<CAPTION>
Gross Provision for
Carrying Impairment Accumulated Federal
Property Value of Value Depreciation Rate Method Tax Basis
- -------- -------- ------------- ------------ ---- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
University Square $5,397,000 $ 0 $2,046,000 6-39 S/L $2,396,000
Shopping Center yrs.
Bozeman, Montana
Wingren Plaza 4,149,000 1,901,000 1,547,000 6-39 S/L 2,236,000
Dallas, Texas yrs.
Gateway Park 1,769,000 0 589,000 6-39 S/L 1,326,000
Dublin, California yrs.
The Oaks Shopping Center 5,422,000 883,000 1,781,000 6-39 S/L 2,000,000
Beaumont, Texas yrs.
Broadway Trade Center 5,398,000 1,421,000 1,863,000 6-39 S/L 2,109,000
San Antonio, Texas yrs.
Duck Creek 3,464,000 0 1,276,000 6-39 S/L 1,186,000
Shopping Center yrs.
Garland, Texas
Greenbriar Plaza 2,723,000 0 1,144,000 6-39 S/L 760,000
Shopping Center yrs.
Duncanville, Texas
Torrey Pines 5,630,000 0 2,701,000 6-30 S/L 2,233,000
Village Apartments yrs.
Las Vegas, Nevada
St. Charleston 8,819,000 0 4,303,000 6-30 S/L 3,454,000
Village Apartments yrs.
Las Vegas, Nevada
Sun River 10,371,000 0 4,501,000 6-3 S/L 2,128,000
Village Apartments ----------- ---------- ----------- yrs. -----------
Tempe, Arizona
Totals $53,142,000 $4,205,000 $21,751,000 $19,828,000
=========== ========== =========== ===========
</TABLE>
4
<PAGE>
Schedule of Mortgages
<TABLE>
<CAPTION>
Principal
Balance at Principal
December 31, Interest Period Maturity Balance Due At
Property 1994 Rate Amortized Date Maturity
- --------- ----------- -------- --------- -------- --------------
<S> <C> <C> <C> <C> <C>
Gateway Park
First Mortgage $1,554,000 6.25%(1) 30 Years 01/15/01 $ 1,379,000
The Oaks Shopping Center
First Mortgage 1,681,000 10.50% 30 Years(2) 05/01/96 1,626,000
Second Mortgage 535,000 10.50% 05/01/96 535,000
Broadway Trade Center
First Mortgage 477,000 9.625% 30 Years 03/01/07 0
Second Mortgage 530,000 9.25 30 Years 07/01/08 0
Third Mortgage 674,000 10.50% 30 Years 02/01/06 0
Torrey Pines
Village Apartments
First Mortgage 3,743,000 9.88% 30 Years 07/01/01 3,545,000
St. Charleston
Village Apartments
First Mortgage 6,288,000 9.88% 30 Years 07/01/01 5,967,000
Sun River
Village Apartments
First Mortgage 6,353,000 9.88% 30 Years 07/01/01 6,032,000
-----------
$21,835,000
Less Unamortized Present
Value Discounts:
Broadway Trade Center
First Mortgage (106,000)
Second Mortgage (131,000)
Third Mortgage (118,000)
----------- -----------
Totals $21,480,000 $19,084,000
=========== ===========
</TABLE>
(1) Variable rate adjusts every January 15th.
(2) No monthly payments. Interest accrues and is payable at maturity.
Deferred interest payable at 12/31/94 is $580,000.
5
<PAGE>
Occupancy Summary
Average Occupancy Rate (%)
for the Year Ended
December 31,
-----------------------------------
1994 1993 1992
---- ---- ----
Torrey Pines Village Apartments 95 92 92
St. Charleston Village Apartments 97 92 91
University Square Shopping Center 96 96 97
Gateway Park 90 86 87
Wingren Plaza 88 87 86
Greenbriar Plaza Shopping Center 89 88 77
The Oaks Shopping Center 89 96 93
Sun River Apartments 97 94 92
Broadway Trade Center 89 76 70
Duck Creek Shopping Center 99 96 83
6
<PAGE>
Significant Tenants(1)
December 31, 1994
<TABLE>
<CAPTION>
Annualized
Square Nature of Expiration Base Rent Renewal
Property Footage Business of Lease Per Year(2) Options(5)
- -------- ------- --------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
University Square Shopping Center
Albertson's 41,783 Grocery Store 2005 $81.627 5-5 Yr
Sears 11,963 Department Store 1995 $56,824 1-5 Yr
Ernst 36,544 Hardware Store 2006 $153,637 --
Greenbriar Plaza Shopping Center
Crossroads 8,450 Church 1997 $42,330 --
Minyard Foods 33,405 Grocery Store 2006 $105,226 5-5 Yr
The Oaks Shopping Center
U-Save Best(3) 25,560 Grocery Store 2001 $92,549 5-5 Yr
Walgreens 11,500 Drug Store 2014 $51,750 --
Duck Creek Shopping Center
Tuesday Morning 8,450 Discount Retail Store 1997 $44,363 1-5 Yr
Doctor Video(4) 8,000 Video Rental Store 1999 $28,000 --
C & S Hardware 16,960 Hardware Store 1999 $50,400 --
Broadway Trade Center
Texas Copy 10,000 Copier Sales/Service 1996 $36,000 1-2 Yr
Texas Copy 12,338 Copier Sales/Service 1999 $59,222 --
Carpet Services 15,625 Wholesale Carpet 1995 $69,750 --
Gateway Park
Gallucci Enterprises 3,680 Auto Repair 1997 $37,424 --
Lewis Navarro 3,960 Auto Repair 1997 $40,392 --
Smithkline 7,845 Medical Lab Office 1995 $82,330 --
Wingren Plaza
St. Paul 3,850 Medical Office 1996 $34,650 1-3 Yr
Pediatrics
</TABLE>
- -----------------------
(1) Tenant occupying 10% or more of total rentable square footage of the
property.
(2) Represents annualized base rent excluding additional rent due as
operating expense reimbursements, percentage rents and future contractual
escalations.
(3) Space is currently vacant. However, tenant is continuing to make lease
payments.
(4) Doctor Video currently has an outstanding Note for $34,999, and is
$37,563 past due.
(5) The first amount represents the number of renewal options. The second
amount represents the length of each option.
7
<PAGE>
Selected Financial Data.
Set forth below is a summary of certain financial data for the
Partnership 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.
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C>
Total Revenues $ 2,127 $1,968 $ 8,219 $11,530 $9,060 $11,071 $9,836
======= ====== ======= ======= ======= ======= =======
Net Income (Loss) $ 142 $ (195) $ (969) $(2,054) $ (4,520) $ (2,662) $(2,228)
======= ====== ======= ======= ======= ======= =======
Net Income (Loss) Per Limited
Partnership Unit (1) 2 (3) (15) 29 (68) (46) (34)
======= ====== ======= ======= ======= ======= =======
Total Assets $29,813 34,399 $29,675 $34,661 $40,843 $45,473 $52,428
======= ====== ======= ======= ======= ======= =======
Long-Term Obligations: $21,433 25,434 $21,480 $25,516 $32,800 $33,227 $36,913
Notes Payable ======= ====== ======= ======= ======= ======= =======
</TABLE>
- -----------------
(1) $1,000 original contribution per unit, based on units outstanding
during the year after giving effect to the allocation of net loss
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, and except for the potential
property sales discussed in Section 9 of 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%.
8
<PAGE>
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
9
<PAGE>
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 7,944 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
10
<PAGE>
Original Tender Offers: The Original NPI Tender Offers and the Original
Fox Tender Offers
Partnership: Century Properties Fund XIV, 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: $11.69, 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: 6,786 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
11
