FORM 10-QSB--Quarterly or Transitional Report Under Section 13 or 15(d) Of
the Securities Exchange Act of 1934
Quarterly or Transitional Report
United States SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-11934
CENTURY PROPERTIES FUND XVIII
(Exact name of small business issuer as specified in its charter)
California 94-2834149
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
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___
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 1,040
Receivables and deposits 108
Restricted escrows 109
Other assets 311
Investment properties:
Land $ 7,296
Buildings and related personal property 21,027
28,323
Less accumulated depreciation (11,801) 16,522
$ 18,090
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 38
Due to affiliate 34
Tenant security deposit liabilities 74
Accrued property taxes 350
Other liabilities 187
Mortgage notes payable 19,069
Partners' (Deficit) Capital
General partner $ (6,256)
Limited partners (75,000 units issued and
outstanding) 4,594 (1,662)
$ 18,090
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
b)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 1,228 $ 1,174 $ 3,653 $ 3,583
Other income 83 73 224 195
Total revenues 1,311 1,247 3,877 3,778
Expenses:
Operating 426 383 1,239 1,162
General and administrative 85 47 214 196
Depreciation 209 184 607 537
Interest 343 352 1,040 1,053
Property tax 112 114 342 346
Total expenses 1,175 1,080 3,442 3,294
Net income $ 136 $ 167 $ 435 $ 484
Net income allocated to
general partner $ 13 $ 17 $ 43 $ 48
Net income allocated to
limited partners 123 150 392 436
$ 136 $ 167 $ 435 $ 484
Net income per limited
partnership unit $ 1.64 $ 2.00 $ 5.23 $ 5.81
Distributions per limited
partnership unit $ -- $ 11.47 $ 2.91 $ 21.38
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
c)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 75,000 $ -- $75,000 $75,000
Partners' (deficit) capital
at December 31, 1999 75,000 $(6,297) $ 4,420 $(1,877)
Distribution to partners -- (2) (218) (220)
Net income for the nine months
ended September 30, 2000 -- 43 392 435
Partners' (deficit) capital
at September 30, 2000 75,000 $(6,256) $ 4,594 $(1,662)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
d)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net income $ 435 $ 484
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 607 537
Amortization of loan costs 52 52
Change in accounts:
Receivables and deposits 346 45
Other assets (26) (30)
Accounts payable (24) (3)
Due to affiliates 34 --
Tenant security deposit liabilities 4 (11)
Accrued property taxes (16) (5)
Other liabilities (46) (1)
Net cash provided by operating activities 1,366 1,068
Cash flows from investing activities:
Property improvements and replacements (459) (401)
Net withdrawals from restricted escrows 45 48
Net cash used in investing activities (414) (353)
Cash flows from financing activities:
Distributions to partners (220) (1,200)
Payments on mortgage notes payable (154) (160)
Net cash used in financing activities (374) (1,360)
Net increase (decrease) in cash and cash equivalents 578 (645)
Cash and cash equivalents at beginning of period 462 1,477
Cash and cash equivalents at end of period $ 1,040 $ 832
Supplemental disclosure of cash flow information:
Cash paid for interest $ 877 $ 1,001
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
e)
CENTURY PROPERTIES FUND XVIII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Century
Properties Fund XVIII (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The Partnership's general partner is Fox Partners. The
general partners of Fox Partners are Fox Capital Management Corporation ("FCMC"
or the "Managing General Partner"), Fox Realty Investors ("FRI") and Fox
Partners 82. The Managing General Partner, as well as the managing general
partner of FRI, are affiliates of Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust (see "Note B -
Transfer of Control"). In the opinion of the Managing General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and nine
month periods ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2000. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for
the year ended December 31, 1999.
Principles of Consolidation
The Partnership's financial statements include the accounts of the Partnership
and its wholly-owned partnership, Oak Run LP, the entity which holds title to
Oak Run Apartments.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, with AIMCO being the surviving corporation (the "Insignia
Merger"). As a result, AIMCO acquired 100% ownership interest in the Managing
General Partner. The Managing General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.
Note C - 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 (i) payments to
affiliates for services and (ii) reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following expenses were incurred by
the Partnership to the Managing General Partner and affiliates during the nine
months ended September 30, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating expenses) $196 $189
Reimbursement for services of affiliates (included in
operating and general and administrative expenses
and investment properties) 137 97
During the nine months ended September 30, 2000 and 1999, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from both
of the Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $196,000 and $189,000 for the
nine months ended September 30, 2000 and 1999, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $137,000 and
$97,000 for the nine months ended September 30, 2000 and 1999, respectively. At
September 30, 2000, approximately $34,000 of the current year expense was
accrued and is included in "Due to affiliate" in the accompanying consolidated
balance sheet. This amount was paid subsequent to September 30, 2000.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates currently own 39,057 limited partnership
units in the Partnership representing 52.076% of the outstanding units. A number
of these units were acquired pursuant to tender offers made by AIMCO or its
affiliates. It is possible that AIMCO or its affiliates will make one or more
additional offers to acquire additional limited partnership interests in the
Partnership for cash or in exchange for units in the operating partnership of
AIMCO. Under the Partnership Agreement, unitholders holding a majority of the
Units are entitled to take action with respect to a variety of matters, which
would include without limitation, voting on certain amendments to the
Partnership Agreement and voting to remove the Managing General Partner. As a
result of its ownership of 52.076% of the outstanding units, AIMCO is in a
position to influence all voting decisions with respect to the Registrant. When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Managing General Partner because of
their affiliation with the Managing General Partner. However, DeForest Ventures
I L.P., from whom Insignia Properties L.P. ("IPLP"), an affiliate of AIMCO and
the Managing General Partner indirectly acquired significantly all of its units,
had agreed for the benefit of non-tendering unitholders, that it would vote its
Units acquired in January 1996: (i) against any increase in compensation payable
to the Managing General Partner or to 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 IPLP's right to vote each unit acquired.
Note D - Distributions
The Registrant made a cash distribution of approximately $220,000 from prior
cumulative undistributed sale and refinancing proceeds, of which approximately
$218,000 was paid to the limited partners ($2.91 per limited partnership unit)
during the nine months ended September 30, 2000. Subsequent to September 30,
2000, the Partnership declared and paid a distribution from prior cumulative
undistributed sale and refinancing proceeds of approximately $484,000, of which
approximately $479,000 is allocable to the limited partners ($6.39 per limited
partnership unit). The Registrant made cash distributions of approximately
$1,200,000 from surplus funds, of which approximately $1,188,000 was paid to
limited partners ($15.84 per limited partnership unit) during the nine months
ended September 30, 1999. A cash distribution of approximately $420,000 was
declared during the third quarter of 1999 and paid from surplus funds in October
1999, approximately $416,000 of which was paid to limited partners ($5.54 per
limited partnership unit).
Note E - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties, consisting
of two apartment complexes, one of which is located in Salt Lake City, Utah and
the other in Dallas, Texas. The Partnership rents apartment units to tenants for
terms that are typically twelve months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those described in the Partnership's Annual Report on Form 10-KSB for the year
ended December 31, 1999.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the three and nine months ended September 30, 2000 and
1999 is shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expenses not allocated
to the reportable segment.
Three Months Ended September 30, 2000 Residential Other Totals
Rental income $ 1,228 $ -- $ 1,228
Other income 82 1 83
Interest expense 343 -- 343
Depreciation 209 -- 209
General and administrative expense -- 85 85
Segment profit (loss) 220 (84) 136
Nine Months Ended September 30, 2000 Residential Other Totals
Rental income $ 3,653 $ -- $ 3,653
Other income 223 1 224
Interest expense 1,040 -- 1,040
Depreciation 607 -- 607
General and administrative expense -- 214 214
Segment profit (loss) 648 (213) 435
Total assets 18,082 8 18,090
Capital expenditures for investment
properties 459 -- 459
Three Months Ended September 30, 1999 Residential Other Totals
Rental income $ 1,174 $ -- $ 1,174
Other income 70 3 73
Interest expense 352 -- 352
Depreciation 184 -- 184
General and administrative expense -- 47 47
Segment profit (loss) 211 (44) 167
Nine Months Ended September 30, 1999 Residential Other Totals
Rental income $ 3,583 $ -- $ 3,583
Other income 176 19 195
Interest expense 1,053 -- 1,053
Depreciation 537 -- 537
General and administrative expense -- 196 196
Segment profit (loss) 661 (177) 484
Total assets 18,232 164 18,396
Capital expenditures for investment
properties 401 -- 401
Note F - Legal Proceedings
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, its Managing General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited partnership units; the management of partnerships by the Insignia
affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998, the Managing General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court is considering applications for lead
counsel and has currently scheduled a hearing on the matter for November 20,
2000. The Managing General Partner does not anticipate that costs associated
with this case will be material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the nine
months ended September 30, 2000 and 1999.
Average Occupancy
Property 2000 1999
Oak Run Apartments 93% 92%
Dallas, Texas
Overlook Point Apartments 96% 96%
Salt Lake City, Utah
Results of Operations
The Partnership's net income for the nine months ended September 30, 2000 was
approximately $435,000 as compared to approximately $484,000 for the same period
in 1999. The Partnership's net income for the three months ended September 30,
2000 was approximately $136,000 as compared to approximately $167,000 for the
same period in 1999. The decrease in net income for the three and nine months
ended September 30, 2000 from the corresponding periods in 1999 was due to an
increase in total expenses, which more than offset the increase in total
revenues. Total revenues for the three and nine month periods ended September
30, 2000 increased due to an increase in rental and other income. The increase
in rental income is attributable to an increase in average rental rates at Oak
Run Apartments, partially offset by an increase in concessions. The increase in
other income is attributable to an increase in cable television fees received
from tenants at both investment properties, late charges and utility fees at Oak
Run Apartments and was partially offset by a decrease in telephone commission
fees at Overlook Point Apartments.
Total expenses increased for the three and nine month periods ended September
30, 2000 primarily due to an increase in operating, general and administrative,
and depreciation expenses. Operating expense increased due to increases in
various property expenses including salaries and related benefits, utilities,
and commissions. These increases were partially offset by decreases in repair
and maintenance and a decrease in insurance premiums at Oak Run Apartments. The
increase in depreciation expense is primarily attributable to the increase in
depreciable assets put into service in the last twelve months. General and
administrative expenses increased primarily due to an increase in the cost of
services included in the management reimbursements to the Managing General
Partner as allowed under the Partnership Agreement. Partially offsetting this
increase was a decrease in the Corporate Franchise tax paid to the state of
Texas by Oak Run, LLC., a limited liability corporation wholly-owned by the
Partnership. All other expenses remained relatively constant for the comparable
periods.
Included in general and administrative expense at both September 30, 2000 and
1999 are management reimbursements, as discussed above, and costs associated
with the quarterly and annual communications with investors and regulatory
agencies and the annual audit required by the Partnership Agreement are also
included.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of both investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. 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 September 30, 2000, the Partnership had cash and cash equivalents of
approximately $1,040,000 as compared to approximately $832,000 at September 30,
1999. Cash and cash equivalents increased approximately $578,000 for the nine
month period ended September 30, 2000 from the Partnership's fiscal year end.
The increase in cash and cash equivalents is due primarily to approximately
$1,366,000 of cash provided by operating activities, which more than offset
approximately $414,000 of cash used in investing activities and approximately
$374,000 of cash used in financing activities. Cash used in investing activities
consisted of capital improvements and replacements and was partially offset by
net withdrawals from restricted escrows maintained by the mortgage lender. Cash
used in financing activities consisted of a distribution to the partners and
payments of principal made on the mortgages encumbering the Partnership's
investment properties. The Partnership invests its working capital reserves in a
money market account.
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. At the present time, 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 Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for each of the Registrant's properties are detailed below.
Oak Run Apartments: For 2000, the Partnership has budgeted approximately
$375,000 for capital improvements at Oak Run Apartments consisting of appliance,
plumbing and flooring replacements, interior decorations, and parking lot and
structural improvements. As of September 30, 2000 the property has spent
approximately $165,000 in capital expenditures at the property consisting
primarily of appliances, water heaters, floor covering replacements, and
interior decoration. These improvements were funded from operations and
replacement reserves.
Overlook Point Apartments: For 2000, the Partnership has budgeted approximately
$265,000 for capital improvements at Overlook Point Apartments consisting of
appliance, plumbing and flooring replacements. As of September 30, 2000 the
property has spent approximately $294,000 in budgeted and unbudgeted capital
expenditures at the property consisting primarily of plumbing upgrades and
appliance and floor covering replacements. These improvements were funded
primarily from operations.
The additional capital expenditures planned will be incurred only to the extent
of cash available from operations and Partnership reserves. To the extent that
such budgeted capital improvements are completed, the Registrant's distributable
cash flow, if any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $19,069,000 is amortized over thirty years with
balloon payments of approximately $8,127,000 and $9,728,000 due on October 2004
and September 2005, respectively. The Managing General Partner will attempt to
refinance such indebtedness and/or sell the properties prior to such maturity
dates. If the properties cannot be refinanced or sold for a sufficient amount,
the Partnership may risk losing such properties through foreclosure.
The Registrant made a cash distribution of approximately $220,000 from prior
cumulative undistributed sale and refinancing proceeds, of which approximately
$218,000 was paid to the limited partners ($2.91 per limited partnership unit)
during the nine months ended September 30, 2000. Subsequent to September 30,
2000, the Partnership declared and paid a distribution from prior cumulative
undistributed sale and refinancing proceeds of approximately $484,000, of which
approximately $479,000 is allocable to the limited partners ($6.39 per limited
partnership unit). The Registrant made cash distributions of approximately
$1,200,000 from surplus funds, of which approximately $1,188,000 was paid to
limited partners ($15.84 per limited partnership unit) during the nine months
ended September 30, 1999. A cash distribution of approximately $420,000 was
declared during the third quarter of 1999 and paid from surplus funds in October
1999, approximately $416,000 of which was paid to limited partners ($5.54 per
limited partnership unit). Future cash distributions will depend on the levels
of net cash generated from operations, the availability of cash reserves, and
the timing of debt maturities, refinancings and/or property sales. The
Registrant's distribution policy is reviewed on a semi-annual basis. There can
be no assurance, however, that the Registrant will generate sufficient funds
from operations after required capital improvements expenditures to permit any
additional distributions to its partners during the remainder of 2000 or
subsequent periods.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, its Managing General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited partnership units; the management of partnerships by the Insignia
affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998, the Managing General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court is considering applications for lead
counsel and has currently scheduled a hearing on the matter for November 20,
2000. The Managing General Partner does not anticipate that costs associated
with this case will be material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XVIII
By: FOX PARTNERS
Its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION
Its Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date:
