FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from____________to_____________
Commission file number 0-11137
CENTURY PROPERTIES FUND XVII
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
California 94-2782037
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for 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 [ ].
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB [X]
State issuer's revenues for its most recent fiscal year. $13,185,000
State the aggregate market value of the voting partnership interests held by
nonaffiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market value
information for Registrant's partnership interests is not available. Should a
trading market develop for these interests, it is the Managing General Partner's
belief that the aggregate market value of the voting partnership interests would
not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Century Properties Fund XVII (the "Partnership") was organized in November 1981
as a California limited partnership under the Uniform Limited Partnership Act of
the California Corporations Code. Fox Partners, a California general
partnership, is the general partner of the Partnership. The general partners of
Fox Partners are Fox Capital Management Corporation (the "Managing General
Partner"), a California corporation, Fox Realty Investors ("FRI"), a California
general partnership, and Fox Partners 82, a California general partnership. NPI
Equity Investments II, Inc., a Florida corporation ("NPI Equity"), is the
general partner of FRI.
The principal business of the Partnership is and has been to acquire, hold for
investment, and ultimately sell income-producing multi-family residential
properties. The Partnership is a "closed" limited partnership real estate
syndicate formed to acquire multi-family residential properties. Beginning in
March 1982 through October 1982, the Partnership offered and sold $75,000,000 in
Limited Partnership Units. The net proceeds of this offering were used to
acquire twelve income-producing real properties. The Partnership's original
property portfolio was geographically diversified with properties acquired in
four states. Since 1982, the principal activity of the Partnership has been
managing its portfolio.
Three apartment properties were sold in 1988. One apartment was acquired by the
lender through a deed in-lieu of foreclosure in 1992. During 1993, two
apartment properties were sold and one was acquired by the lender through
foreclosure. The Partnership continues to own the remaining five properties.
See "Item 2. Description of Business."
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of FCMC, NPI Equity and National Property
Investors, Inc. ("NPI"), the sole shareholder of NPI Equity until December 31,
1996, at which time the stock of NPI Equity was acquired by Insignia Properties
Trust. In connection with these transactions, affiliates of Insignia appointed
new officers and directors of NPI, NPI Equity and FCMC. See "Item 9. Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act."
On January 19, 1996, DeForest Ventures I, L.P., the entity which tendered for
Units in the Partnership in 1994 and 1995, and certain of its affiliates sold
the Units then held by them (25,710.5 Units representing approximately 34% of
the total outstanding Units at such time) to Insignia NPI L.L.C. ("Insignia
LLC"), an affiliate of Insignia. Insignia LLC subsequently transferred these
units to Insignia Properties L.P. As a result, Insignia Properties L.P. could be
in a position to significantly influence all voting decisions with respect to
the Partnership. Under the Partnership Agreement, unitholders holding a majority
of the Units are entitled to take action with respect to a variety of matters.
When voting on matters, Insignia Properties L.P. would in all likelihood vote
the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.
However, Insignia Properties L.P. had agreed for the benefit of non-tendering
unitholders, that it would vote its Units: (i) against any increase in
compensation payable to the Managing General Partner or its affiliates; and (ii)
on all other matters submitted by it or its affiliates, in proportion to the
votes cast by non tendering unitholders. Except for the foregoing, no other
limitations are imposed on Insignia Properties L.P.'s right to vote each Unit
acquired. In addition to the foregoing Units, on October 6, 1997, Insignia
Properties L.P. acquired an additional 3,369.5 Units pursuant to its August 28,
1997 tender offer. See "Item 6. Management's Discussion and Analysis or Plan of
Operation" for additional information with respect to this tender offer.
Pursuant to a Schedule 13-D filed by Insignia Properties, L.P. with the
Securities and Exchange Commission, Insignia Properties L.P. currently holds
29,191 Units representing approximately 38.9% of the total outstanding Units.
The Partnership has no full-time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. The non-managing general partners and
the Limited Partners have no right to participate in the management or conduct
of such business and affairs. NPI-AP Management, an affiliate of Insignia,
provides day-to-day management services to the Partnership's investment
properties.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
properties is located in or near a major urban area, and accordingly, competes
for rentals not only with similar apartment properties in its immediate area but
with hundreds of similar apartment properties throughout the urban area,
including properties owned and/or managed by affiliates of the partnership.
Such competition is primarily on the basis of location, rents, services, and
amenities. In addition, the Partnership competes with significant numbers of
individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of such
transactions.
ITEM 2. DESCRIPTION OF PROPERTIES:
The following table sets forth the Partnership's investment in properties:
Date of
Property Purchase Type of Ownership Use
Cherry Creek Gardens Apartments 09/82 Fee ownership subject to Apartment
Englewood, Colorado first mortgage 296 units
Creekside Apartments 10/82 Fee ownership subject to Apartment
Denver, Colorado first mortgage 328 units
The Lodge Apartments 10/82 Fee ownership subject to Apartment
Denver, Colorado first mortgage 376 units
The Village in the Woods Apartments 10/82 Fee ownership subject to Apartment
Cypress, Texas first mortgage 530 units
Cooper's Pond Apartments 03/83 Fee ownership subject to Apartment
Tampa, Florida first and second mortgage 463 units
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Cherry Creek Gardens Apartments $14,791 $ 6,915 5-30yrs S\L $ 2,425
Creekside Apartments 10,396 4,474 5-30yrs S\L 2,813
The Lodge Apartments 12,123 5,292 5-30yrs S\L 3,081
The Village in the Woods Apts. 14,458 6,554 5-30yrs S\L 3,368
Cooper's Pond Apartments 14,373 7,088 5-30yrs S\L 2,335
$66,141 $ 30,323 $ 14,022
See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Cherry Creek Gardens Apartments $ 7,631 8.630% 25 years 12/01/99 $ 7,335
Creekside Apartments 5,160 7.875% 25 years 07/01/00 4,882
The Lodge Apartments 5,668 7.875% 25 years 07/01/00 5,363
The Village in the Woods Apts. 14,421 (1) (1) 01/24/00 14,421
Cooper's Pond Apts. - 1st mortgage 3,563 8.000% 23 years 07/01/99 3,439
- 2nd mortgage 4,134 8.500% (2) 07/01/05 4,134
40,577 $ 39,574
Mortgage discount (3,243)
$ 37,334
<FN>
(1) Zero coupon note; discounted at an effective interest rate of 10.247%
(2) Interest only
</FN>
</TABLE>
Each mortgage note payable is non-recourse and is secured by a pledge of the
applicable partnership property and the rental revenues derived therefrom.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996
Cherry Creek Gardens Apartments $ 8,685/unit $ 8,378/unit 95% 96%
Creekside Apartments 6,475/unit 6,210/unit 97% 97%
The Lodge Apartments 6,039/unit 5,840/unit 97% 96%
The Village in the Woods Apartments 6,732/unit 6,458/unit 94% 93%
Cooper's Pond Apartments 5,409/unit 5,239/unit 94% 94%
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other apartment complexes in the area. The Managing General
Partner believes that all of the properties are adequately insured. The multi-
family residential properties' lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.
Real estate taxes (dollar amounts in thousands) and rates in 1997 for each
property were:
1997 1997
Billing Rate
Cherry Creek Gardens Apartments $118 9.51
Creekside Apartments 64 7.54
The Lodge Apartments 77 7.54
The Village in the Woods Apartments 308 2.78
Cooper's Pond Apartments 194 2.46
ITEM 3. LEGAL PROCEEDINGS
In August 1997, an Insignia affiliate (the "Purchaser") commenced tender offers
for limited partner interests in six real estate limited partnerships including
the Partnership (collectively, the "Tender Partnerships"), in which various
Insignia affiliates act as general partner. On September 5, 1997, a partnership
claiming to be a holder of limited partnership units in one of the Tender
Partnerships, filed a complaint with respect to a putative class action in the
Court of Chancery in the State of Delaware in and for New Castle County (the
"City Partnerships complaint") challenging the actions of the defendants
(including the Purchaser, Insignia and certain Insignia affiliates) in
connection with the tender offers. Neither the Partnership nor the Managing
General Partner were named as defendants in the action. The City Partnerships
complaint alleges that, among other things, the defendants have intentionally
mismanaged the Tender Partnerships and coerced the limited partners into selling
their units pursuant to the tender offers for substantially lower prices than
the units are worth. The plaintiffs also allege that the defendants breached an
alleged duty to provide an independent analysis of the fair market value of the
limited partnership units, failed to appoint a disinterested committee to review
the tender offer and did not adequately consider other alternatives available to
the limited partners.
On September 8, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of San Mateo (the "Kline complaint") challenging the
actions of the defendants (including the Purchaser, Insignia, certain Insignia
affiliates and the Tender Partnerships) in connection with the tender offers.
The Kline complaint alleges that, among other things, the defendants have
intentionally mismanaged the Tender Partnerships and that, as a result of the
tender offers, the Purchaser will acquire effective voting control over the
Tender Partnerships at substantially lower prices than the units are worth. On
September 24, 1997, the court denied the plaintiffs' application for a temporary
restraining order and their request for preliminary injunctive relief preventing
the completion of the tender offers.
On September 10, 1997, persons claiming to be holders of limited partnership
units in the Tender Partnerships filed a complaint with respect to a putative
class action and derivative suit in the Superior Court for the State of
California for the County of Alameda (the "Heller complaint") challenging the
actions of the defendants (including the Purchaser, Insignia, certain Insignia
affiliates and the Tender Partnerships) in connection with the tender offers.
The Heller complaint alleges that, among other things, the defendants have
intentionally mismanaged the Tender Partnerships and that, as a result of the
tender offers, the Purchaser will acquire effective voting control of the Tender
Partnerships at substantially lower prices than the units are worth. The
Plaintiffs also allege that the defendants breached an alleged duty to retain an
independent advisor to consider alternatives to the tender offers.
The Managing General Partner believes that the allegations contained in the City
Partnerships, Kline and Heller complaints are without merit and has been advised
that the plaintiffs in each such action intend to discontinue their actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Registrant did not vote on any matter during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, sold 75,000 Limited
Partnership Units aggregating $75,000,000 during its offering period. At
December 31, 1997, the Partnership had 75,000 units outstanding and 5,157
Limited Partners of record. There is no intention to sell additional Limited
Partnership Units nor is there an established market for these Units.
In 1997, Unit holders received distributions from operations of approximately
$2,646,000 or $35.28 per Limited Partnership Unit. In 1996, Unit holders
received distributions from operations of approximately $1,128,000 or $15.04 per
Limited Partnership Unit. Future cash distributions will depend on the levels
of net cash generated from operations, property sales and the availability of
cash reserves. Currently, the Managing General Partner is evaluating the
feasibility of a distribution during 1998.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership realized net income of approximately $691,000 for the year ended
December 31, 1997, compared to net income of approximately $133,000 for the year
ended December 31, 1996. The increase in net income is primarily attributable
to an increase in rental revenue which resulted from increased rental rates at
all of the Partnership's investment properties. Also contributing to the
increase in net income was a decrease in operating expenses. The decrease in
operating expense resulted from decreases in property related expenses and
maintenance expenses.
At Coopers Pond Apartments, property expenses decreased primarily from a
reduction in salaries resulting from the turnover of the property's employees.
Electric utilities also decreased as a result of an increased conservation
effort and a milder climate in 1997 compared to 1996. Administrative and
corporate unit expense decreased at The Village in the Woods property due to the
conversion of the administrative and corporate units to rental units. At Coopers
Pond Apartments and Cherry Creek Gardens Apartments, water and sewer utilities
decreased resulting from the installation of water saving devices in 1996.
Administrative expenses decreased at Coopers Pond Apartments and Creekside
Apartments due to a decrease in credit and collection expenses and professional
fees, which resulted from stronger enforcement of collection policies and fewer
tenant evictions. Maintenance expenses decreased during 1997 due to maintenance
and enhancement projects completed in 1996 at Coopers Pond Apartments and
Creekside Apartments.
Offsetting these decreases in expenses were increases in depreciation and
interest expenses. Depreciation expense increased due to a significant addition
of depreciable assets at all of the Partnership's investment properties.
Interest expense increased due to the increased amortization of the debt
discount secured by The Village in the Woods Apartments' zero coupon note. Also
offsetting the increase in income for the year ended December 31, 1997, was a
loss on the disposal of property due to roof replacements at Creekside and The
Village in the Woods apartments. This loss is the result of the write-off of
roofs that were not fully depreciated at the time of replacement and is included
in operating expense.
Included in operating expense for the year ended December 31, 1997 and 1996,
respectively are $390,000 and $415,000 of major repairs and maintenance mainly
comprised of exterior building maintenance, gutter repairs, major landscaping,
and exterior painting.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from the burden of
increases in expenses. However, due to changing market conditions, which can
result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the Managing General
Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At December 31, 1997, the Partnership had cash and cash equivalents of
approximately $4,011,000 compared to approximately $4,441,000 at December 31,
1996. For the year ended December 31, 1997, net cash decreased approximately
$430,000. For the year ended December 31, 1996, net cash increased
approximately $1,818,000. Net cash provided by operating activities decreased
approximately $396,000 primarily as a result of an increase in receivables and
deposits and a decrease in accounts payable and other liabilities. The increase
in receivables and deposits is the result of additional deposits made to tax and
insurance escrow's and an increase in accounts receivable. The decrease in
accounts payable and other liabilities is due to the timing of payments. Net
cash used in investing activities increased due to an increase in deposits to
restricted reserves, net of withdrawals and an increase in property improvements
and replacements. Net cash used in financing activities increased due to a
distribution of approximately $3,000,000 to the partners.
An affiliate of the Managing General Partner has made available to the
Partnership a credit line of up to $150,000 per property owned by the
Partnership. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, the Managing General Partner does not
anticipate the need to borrow in the near future. Other than cash and cash
equivalents, the line of credit is the Partnership's only unused source of
liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $37,334,000, net of discount, is amortized over varying
periods with maturity dates ranging from July 1999 to July 2005, at which time
the properties will either be sold or refinanced. Future cash distributions will
depend on the levels of net cash generated from operations, property sales and
the availability of cash reserves. In 1997, Unit holders received distributions
from operations of $2,646,000 ($35.28 per Limited Partnership Unit). In 1996,
Unit holders received distributions from operations of $1,128,000 ($15.04 per
Limited Partnership Unit). The Managing General Partner expects to make a
distribution in 1998.
On August 28, 1997, an Insignia affiliate commenced tender offers for limited
partnership interests in six real estate limited partnerships (including the
Partnership) in which various Insignia affiliates act as general partner. The
Purchaser offered to purchase up to 22,500 of the outstanding units of limited
partnership interest in the Partnership, at $225.00 per Unit, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 28, 1997 (the "Offer to Purchase") and the related
Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with the Securities and Exchange Commission on August 28, 1997. Because of the
existing and potential future conflicts of interest (described in the
Partnership's Statements of Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. On October 6, 1997, Insignia Properties, L.P. closed the tender offer
and acquired 3,369.5 Units of limited partnership interest. See "Item 1.
Description of Business." In addition, because of these conflicts of interest,
including as a result of the Purchaser's affiliation with various Insignia
affiliates that provide property management services to the Partnership's
properties, the manner in which the Purchaser votes its limited partner interest
in the Partnership may not always be consistent with the best interests of the
other limited partners.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Litigation Reform Act of 1995 (the
"Reform Act") and as such may involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements speak only as of the date of this annual report. The Partnership
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Partnership's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES FUND XVII
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997
and 1996
Consolidated Statement of Changes in Partners' Capital (Deficit) - Years
ended December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997
and 1996
Notes to Consolidated Financial Statements
Independent Auditors' Report
To the Partners
Century Properties Fund XVII
Greenville, South Carolina
We have audited the accompanying consolidated balance sheet of Century
Properties Fund XVII, (a limited partnership) (the "Partnership") and its
subsidiaries as of December 31, 1997, and the related consolidated statements of
operations, changes in partners' capital (deficit) and cash flows for each of
the two years in the period ended December 31, 1997. These consolidated
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Properties Fund XVII and its subsidiaries, as of December 31, 1997, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.
/S/ IMOWITZ KOENIG & CO., LLP
New York, N.Y.
January 19, 1998
CENTURY PROPERTIES FUND XVII
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 4,011
Receivables and deposits 1,035
Restricted escrows 952
Other assets 333
Investment properties (Notes B and E)
Land $ 7,078
Buildings and related personal property 59,063
66,141
Less accumulated depreciation (30,323) 35,818
$ 42,149
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 206
Tenant security deposits 264
Accrued taxes 590
Other liabilities 350
Mortgage notes payable (Notes B and E) 37,334
Partners' (Deficit) Capital
General partners $ (7,329)
Limited partners (75,000 units issued
and outstanding) 10,734 3,405
$ 42,149
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVII
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 12,407 $ 11,784
Other income 778 803
Total revenues 13,185 12,587
Expenses:
Operating 5,533 5,675
General and administrative 308 327
Depreciation 2,242 2,127
Interest 3,639 3,539
Property taxes 772 786
Total expenses 12,494 12,454
Net income (Note C) $ 691 $ 133
Net income allocated to
general partner (11.8%) $ 82 $ 16
Net income allocated to
limited partners (88.2%) 609 117
Net income $ 691 $ 133
Net income per limited partnership unit $ 8.12 $ 1.56
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVII
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 75,000 $ -- $ 75,000 $ 75,000
Partners' (deficit) capital at
December 31, 1995 75,000 $ (6,922)$ 13,782 $ 6,860
Partners' distributions for the
year ended December 31, 1996 -- (151) (1,128) (1,279)
Net income for the year ended
December 31, 1996 -- 16 117 133
Partners' (deficit) capital at
December 31, 1996 75,000 (7,057) 12,771 5,714
Partners' distributions for the
year ended December 31, 1997 -- (354) (2,646) (3,000)
Net income for the year
ended December 31, 1997 -- 82 609 691
Partners' (deficit) capital at
December 31, 1997 75,000 $ (7,329)$ 10,734 $ 3,405
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net income $ 691 $ 133
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 2,242 2,127
Amortization of loan costs and debt discounts 1,473 1,348
Loss on disposal of property 64 --
Change in accounts:
Receivables and deposits (322) 200
Other assets (30) (22)
Accounts payable (62) 238
Tenant security deposits (5) (10)
Accrued taxes 4 213
Other liabilities 30 285
Net cash provided by operating activities 4,085 4,512
Cash flows from investing activities:
Property improvements and replacements (1,039) (1,007)
Deposits to restricted escrows, net of withdrawals (70) (45)
Net cash used in investing activities (1,109) (1,052)
Cash flows from financing activities:
Payments on mortgage notes payable (406) (363)
Distributions to partners (3,000) (1,279)
Net cash used in financing activities: (3,406) (1,642)
Net (decrease) increase in cash and cash equivalents (430) 1,818
Cash and cash equivalents at beginning of period 4,441 2,623
Cash and cash equivalents at end of period $ 4,011 $ 4,441
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,131 $ 2,043
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVII
Notes to Consolidated Financial Statements
December 31, 1997
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Century Properties Fund XVII (the "Partnership") is a California limited
partnership organized in November 1981 to acquire and operate residential
apartment complexes. The Partnership currently owns five residential apartment
complexes of which three are located in Colorado, and one each in Florida and
Texas. The Partnership's general partner is Fox Partners, an affiliate of
Insignia Financial Group, Inc. ("Insignia"). The general partners of Fox
Partners are Fox Capital Management Corporation (the "Managing General
Partner"), Fox Realty Investors ("FRI"), and Fox Partners 82.
Principles of Consolidation:
The financial statements include all the accounts of the Partnership and its
wholly owned partnerships.
Depreciation:
Depreciation is calculated by the straight-line method over the estimated lives
of the rental properties and related personal property.
Cash and Cash Equivalents:
Cash and cash equivalents include cash on hand and in banks, demand deposits,
money market funds, and certificates of deposit with original maturities of less
than 90 days. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Security Deposits:
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space and is current on its rental payments.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases.
Loan Costs:
Loan costs of approximately $1,104,000 are included in "Other assets" in the
accompanying balance sheet and are being amortized on a straight-line basis over
the lives of the related loans. At December 31, 1997, accumulated amortization
is approximately $837,000. Amortization of loan costs is included in "Interest"
expense in the accompanying statement of operations.
Investment Properties:
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. In accordance with "Statement of Financial Accounting
Standards" ("SFAS") No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of", the Partnership records impairment
losses on long-lived assets used in operations when events and circumstances
indicate that the assets might be impaired and the undiscounted cash flows
estimated to be generated by those assets are less than the carrying amounts of
those assets. For the years ended December 31, 1997 and 1996, no adjustments
for impairment of value were necessary.
Fair Value:
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate fair value. Fair value
is defined in the SFAS as the amount at which the instruments could be exchanged
in a current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes that the carrying amount of its
financial instruments (except for long term debt) approximates their fair value
due to the short term maturity of these instruments. The estimated fair value
of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity, is approximately $39,000,000. This value represents a
general approximation of possible valuation and is not necessarily indicative of
the amounts the Partnership may pay in an actual market transaction.
Advertising Costs:
Advertising costs of approximately $283,000, and $311,000 for the years ended
December 31, 1997 and 1996, respectively, are charged to expense as incurred and
are included in "Operating" expenses in the accompanying statements of
operations.
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Reclassifications:
Certain reclassifications have been made to the 1996 balances to conform to the
1997 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
The principle terms of mortgage notes payable are as follows (dollar amounts in
thousands):
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1997
<S> <C> <C> <C> <C> <C>
Cherry Creek Gardens Apartments $ 67 8.630% 12/01/99 $ 7,335 $ 7,631
Creekside Apartments 42 7.875% 07/01/00 4,882 5,160
The Lodge Apartments 46 7.875% 07/01/00 5,363 5,668
The Village in the Woods Apts. (1) (1) 01/24/00 14,421 14,421
Cooper's Pond Apartments
- 1st mortgage 30 8.000% 07/01/99 3,439 3,563
- 2nd mortgage 29 8.500% 07/01/05 4,134 4,134
$ 39,574 40,577
Mortgage discount (3,243)
$ 37,334
<FN>
(1) Zero coupon note; discounted at an effective interest rate of 10.247%
</FN>
</TABLE>
Scheduled principal payments on the mortgage notes payable subsequent to
December 31, 1997, are as follows (dollar amounts in thousands):
1998 $ 448
1999 11,202
2000 24,793
2001 --
2002 --
Thereafter 4,134
$ 40,577
NOTE C - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net income as reported and Federal taxable income result
primarily from depreciation over different methods and lives and on differing
cost bases. The following is a reconciliation of reported net income and Federal
taxable income:
1997 1996
(in thousands, except unit data)
Net income as reported $ 691 $ 133
Add (deduct):
Depreciation differences (698) (1,014)
Amortization of discount 1,366 1,239
Miscellaneous 71 26
Federal taxable income $ 1,430 $ 384
Federal taxable income per
limited partnership unit $ 16.82 $ 4.51
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):
Net assets as reported $ 3,405
Sales commissions and organization expense 9,324
Depreciation (29,630)
Provision for impairment of value 1,430
Leaseback termination (1,365)
Lease payments credited to rental properties 2,068
Amortization of discount on notes payable 13,091
Construction period interest and taxes (483)
Debt forgiven (276)
Interest capitalized for income tax reporting 208
Other (34)
Net assets - Federal tax basis $ (2,262)
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates in 1997 and 1996:
1997 1996
(in thousands)
Property management fees (included in
operating expense) $645 $617
Reimbursement for services of affiliates
(included in investment properties,
general and administrative expense,
and operating expense) 185 166
Included in "Reimbursement for services of affiliates" is approximately $23,000
and $13,000 in construction oversight costs for 1997 and 1996, respectively.
From January 19, 1996, through August 31, 1997, the Partnership insured its
properties under a master policy through an agency and insurer unaffiliated with
the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
In accordance with the partnership agreement, the Managing General Partner is
entitled to receive cash distributions as follows: (1) a partnership management
incentive not to exceed ten percent, determined on a cumulative, noncompounded
basis, of cash from operations available for distribution (as defined in the
partnership agreement) distributed to partners, and (2) a continuing interest
representing a two percent share of cash distributions, after allocation of the
partnership management incentive. Cash distributions to the Managing General
Partner for the years ended December 31, 1997 and 1996 are as follows (in
thousands):
1997 1996
Partnership management incentive $ 300 $ 128
Continuing interest 54 23
Total $ 354 $ 151
In accordance with the partnership agreement, the Managing General Partner
received a partnership management incentive allocation equal to ten percent of
net and taxable income before gains on property dispositions. The Managing
General Partner is also allocated its two percent continuing interest in the
Partnership's net and taxable income after preceding allocation. The Managing
General Partner is also allocated gain on property dispositions to the extent it
is entitled to receive distributions and then twelve percent of any remaining
gain.
Upon sale of all properties and termination of the Partnership, the Managing
General Partner may be required to contribute certain funds to the Partnership
in accordance with the partnership agreement.
On March 29, 1996, an affiliate of Insignia acquired the corporate limited
partners owning 1% of the subsidiary partnerships which own the Lodge
Apartments, Creekside Apartments and Cherry Creek Apartments. As of December
31, 1997, the Partnership reacquired the subsidiary partnerships which own the
Lodge Apartments, Creekside Apartments, and Cherry Creek Apartments.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Cherry Creek Gardens Apts. $ 7,631 $ 1,320 $ 11,879 $ 1,592
Creekside Apartments 5,160 1,366 7,307 1,723
The Lodge Apartments 5,668 1,575 8,580 1,968
The Village in the Woods Apts. 11,178 2,852 20,915 (9,309)
Cooper's Pond Apartments 7,697 1,476 12,505 392
Total $ 37,334 $ 8,589 $ 61,186 $ (3,634)
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1997
(in thousands)
Buildings
And Related Year
Personal Accumulated of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Cherry Creek Gardens
Apartments $ 1,320 $ 13,471 $ 14,791 $ 6,915 1979 9/82 5-30 yrs
Creekside Apartments 1,366 9,030 10,396 4,474 1974 10/82 5-30 yrs
The Lodge Apartments 1,577 10,546 12,123 5,292 1974 10/82 5-30 yrs
Village in the Woods
Apartments 1,500 12,958 14,458 6,554 1983 10/82 5-30 yrs
Cooper's Pond Apts. 1,315 13,058 14,373 7,088 1979-1981 3/83 5-30 yrs
Total $ 7,078 $ 59,063 $ 66,141 $ 30,323
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1997 1996
(in thousands)
Investment Properties
Balance at beginning of year $ 65,225 $ 64,218
Property improvements 1,039 1,007
Disposals of property (123) --
Balance at end of year $ 66,141 $ 65,225
Years Ended December 31,
1997 1996
(in thousands)
Accumulated Depreciation
Balance at beginning of year $ 28,140 $ 26,013
Additions charged to expense 2,242 2,127
Disposals of property (59) --
Balance at end of year $ 30,323 $ 28,140
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996 is approximately $74,035,000 and $72,966,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at December 31, 1997 and 1996 is approximately $60,014,000 and
$57,071,000, respectively.
NOTE F - TENDER OFFER AND LEGAL PROCEEDINGS
On August 28, 1997, an Insignia affiliate commenced tender offers for limited
partnership interests in six real estate limited partnerships (including the
Partnership) in which various Insignia affiliates act as general partner. The
Purchaser offered to purchase up to 22,500 of the outstanding units of limited
partnership interest in the Partnership, at $225.00 per Unit, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 28, 1997 (the "Offer to Purchase") and the related
Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with the Securities and Exchange Commission on August 28, 1997. Because of the
existing and potential future conflicts of interest (described in the
Partnership's Statements of Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. On October 6, 1997, Insignia Properties, L.P. closed the tender offer
and acquired 3,369.5 Units of limited partnership interest. See "Item 1.
Description of Business."
In September 1997, the Partnership, along with the General Partner, Insignia,
and certain Insignia affiliates, was named as a defendant in two separate
actions regarding alleged mismanagement of the Partnership and coercion of the
limited partners into selling their units pursuant to the tender offers for
substantially lower prices than the units are worth. The Managing General
Partner believes that these allegations are without merit and has been informed
that the plaintiffs in each of these actions intend to discontinue the action.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1997 or
1996 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Registrant has no officers or directors. The Managing General Partner of
the Partnership is Fox Capital Management Corporation. The names and ages of,
as well as the positions and offices held by, the executive officers and
directors of the Managing General Partner are set forth below. There are no
family relationships between or among any officers or directors.
Name Age Position
William H. Jarrard, Jr. 51 President and Director
Ronald Uretta 41 Vice President and Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President and Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the General Partner
since January 1996. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Corporation, since May 1997. Mr.
Jarrard previously acted as Managing Director - Partnership Administration of
Insignia from January 1991 through September 1997 and served as Managing
Director - Partnership Administration and Asset Management from July 1994 until
January 1996.
Ronald Uretta has been Vice President and Treasurer of the General Partner since
January 1996 and Insignia's Treasurer since January 1992. Since August 1996, he
has also served as Chief Operating Officer. He has also served as Secretary
from January 1992 to June 1996 and as Insignia's Chief Financial Officer from
January 1992 to August 1996.
Martha L. Long has been Controller of the General Partner since December 1996
and Senior Vice President - Finance and Controller of Insignia since January
1997. In June 1994, Ms. Long joined Insignia as its Controller, and was
promoted to Senior Vice President - Finance in January 1997. Prior to that
time, she was Senior Vice President and Controller of the First Savings Bank, in
Greenville, SC.
Robert D. Long, Jr. has been Vice President of the General Partner since January
1998. Mr. Long joined Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate
of Insignia, in September 1993. Since 1994 he has acted as Vice President and
Chief Accounting Officer of the MAE subsidiaries. Mr. Long was an accountant
for Insignia until joining MAE in 1993. Prior to joining Insignia, Mr. Long was
an auditor for the State of Tennessee and was associated with the accounting
firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the General Partner
since January 29, 1998 and Insignia's Assistant Secretary since April 30, 1997.
Since July 1996 he has also served as Insignia's Associate General Counsel.
From September 1992 until June 1996, Mr. LeBey was an attorney with the law firm
of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the General Partner since
June 1996 and Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, fees and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12. Certain Relationships and Related Transactions".
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding limited partnership
units of the Registrant owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive control over more than 5% of
the Registrant's limited partnership units, by each of the directors and by all
directors and executive officers of the Managing General Partner as a group as
of December 31, 1997.
Name and address of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties L.P. 29,191.00 38.9
One Insignia Financial Plaza
Greenville, SC 29601
There are no arrangements known to the Registrant which may result in a change
in control of the Registrant.
On January 19, 1996, DeForest Ventures I, L.P., the entity which tendered for
Units in the Partnership in 1994 and 1995, and certain of its affiliates sold
the Units then held by them (25,710.5 Units representing approximately 34% of
the total outstanding Units at such time) to Insignia NPI L.L.C. ("Insignia
LLC"), an affiliate of Insignia. Insignia LLC subsequently transferred these
units to Insignia Properties L.P. As a result, Insignia Properties L.P. could be
in a position to significantly influence all voting decisions with respect to
the Partnership. Under the Partnership Agreement, unitholders holding a majority
of the Units are entitled to take action with respect to a variety of matters.
When voting on matters, Insignia Properties L.P. would in all likelihood vote
the Units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation with the Managing General Partner.
However, Insignia Properties L.P. had agreed for the benefit of non-tendering
unitholders, that it would vote its Units: (i) against any increase in
compensation payable to the Managing General Partner or its affiliates; and (ii)
on all other matters submitted by it or its affiliates, in proportion to the
votes cast by non tendering unitholders. Except for the foregoing, no other
limitations are imposed on Insignia Properties L.P.'s right to vote each Unit
acquired. In addition to the foregoing Units, on October 6, 1997, Insignia
Properties L.P. acquired an additional 3,369.5 Units pursuant to its August 28,
1997 tender offer. See "Item 6. Management's Discussion and Analysis or Plan of
Operation" for additional information with respect to this tender offer.
Pursuant to a Schedule 13-D filed by Insignia Properties, L.P. with the
Securities and Exchange Commission, Insignia Properties L.P. currently holds
29,191 Units representing approximately 38.9% of the total outstanding Units.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to the
Managing General Partner and its affiliates for services and as reimbursement of
certain expenses incurred on behalf of the Partnership. The following payments
were made to the Managing General Partner and affiliates in 1997 and 1996:
1997 1996
(in thousands)
Property management fees (included
in operating expense) $ 645 $ 617
Reimbursement for services of
affiliates (included in
investment properties, operating
expense, and general and
administrative expense) 185 166
Included in "Reimbursement for services of affiliates" is approximately $23,000
and $13,000 in construction oversight costs for 1997 and 1996, respectively.
From January 19, 1996, through August 31, 1997, the Partnership insured its
properties under a master policy through an agency and insurer unaffiliated with
the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
On August 28, 1997, an Insignia affiliate commenced tender offers for limited
partnership interests in six real estate limited partnerships (including the
Partnership) in which various Insignia affiliates act as general partner. The
Purchaser offered to purchase up to 22,500 of the outstanding units of limited
partnership interest in the Partnership, at $225.00 per Unit, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 28, 1997 (the "Offer to Purchase") and the related
Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with the Securities and Exchange Commission on August 28, 1997. Because of the
existing and potential future conflicts of interest (described in the
Partnership's Statements of Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. On October 6, 1997, Insignia Properties, L.P. closed the tender offer
and acquired 3,369.5 Units of limited partnership interest. See "Item 1.
Description of Business."
In September 1997, the Partnership, along with the General Partner, Insignia,
and certain Insignia affiliates, was named as a defendant in two separate
actions regarding alleged mismanagement of the Partnership and coercion of the
limited partners into selling their units pursuant to the tender offers for
substantially lower prices than the units are worth. The Managing General
Partner believes that these allegations are without merit and has been informed
that the plaintiffs in each of these actions intend to discontinue the action.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The Exhibits listed on the accompanying Index to Exhibits are filed as part
of this Annual Report and incorporated in this Annual Report as set forth
in said Index.
(b) No reports on Form 8-K were filed during the fourth quarter of 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XVII
By: Fox Partners
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
Date: March 12, 1998
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
date indicated.
Signature/Name Title Date
/s/ William H. Jarrard, Jr. President and Director March 12, 1998
William H. Jarrard, Jr.
/s/ Ronald Uretta Vice President March 12, 1998
Ronald Uretta and Treasurer
CENTURY PROPERTIES FUND XVII
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement, incorporated by
reference to the Registrant's Current Report on Form
8-K dated August 17, 1995.
2.2 Partnership Units Purchase Agreement incorporated by
reference to Exhibit 2.1 to Form 8-K filed by
Insignia Financial Group, Inc. ("Insignia") with the
Securities and Exchange Commission on September 1,
1995.
2.3 Management Purchase Agreement incorporated by
reference to Exhibit 2.2 to Form 8-K filed by
Insignia with the Securities and Exchange Commission
on September 1, 1995.
2.4 Limited Liability Company Agreement of Riverside
Drive L.L.C., incorporated by reference to Exhibit
2.4 to Form 8-K filed by Insignia with the Securities
and Exchange Commission on September 1, 1995.
2.5 Master Indemnity Agreement incorporated by reference
to Exhibit 2.5 to Form 8-K filed by Insignia with the
Securities and Exchange Commission on September 1,
1995.
3.4 Agreement of Limited Partnership, incorporated by
reference to Exhibit A to the Prospectus of the
Registrant dated March 29, 1982, and as thereafter
supplemented contained in the Registrant's
Registration Statement on Form S-11 (Reg. No. 2-
75411).
16 Letter from the Registrant's former Independent
Auditor dated April 27, 1994, incorporated by
reference to exhibit 10 to the Registrant's Current
Report on Form 8-K dated April 22, 1994.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XVII 1997 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000356472
<NAME> CENTURY PROPERTIES FUND XVII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 4,011
<SECURITIES> 0
<RECEIVABLES> 1,035
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 66,141
<DEPRECIATION> (30,323)
<TOTAL-ASSETS> 42,149
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 37,334
0
0
<COMMON> 0
<OTHER-SE> 3,405
<TOTAL-LIABILITY-AND-EQUITY> 42,149
<SALES> 0
<TOTAL-REVENUES> 13,185
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,494
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,639
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 691
<EPS-PRIMARY> 8.12<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
