1SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest April 22, 1994
event reported)
CENTURY PROPERTIES FUND XIX
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-11935 94-2887133
(Commission File Number) (I.R.S. Employer
Identification No.)
5665 Northside Drive, N.W., Atlanta, Georgia 30328
(Address of Principal Executive Offices)(Zip Code)
(404) 916-9090
(Registrant's Telephone Number, Including Area Code)
950 Tower Lane
Foster City, California 94404
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes In Registrant's Certifying Accountant.
Effective April 22, 1994, Registrant dismissed its prior
Independent Auditors, Deloitte & Touche ("Deloitte") and retained
as its new Independent Auditors, Imowitz Koenig & Company.
Deloitte's Independent Auditors' Report on Registrant's financial
statements for calendar years ended December 31, 1993 and 1992
did not contain an adverse opinion or disclaimer of opinion and
were not qualified as to audit scope or accounting principles.
However, Deloitte's Independent Auditors' Report for the calendar
year December 31, 1993 was modified due to the uncertainty
regarding Registrant's ability to continue as a going concern
since Registrant has substantial balloon payments due on Notes in
1994; the financial statements did not include any adjustments
that might result from the outcome of this uncertainty. In
addition, Deloitte's Independent Auditors' Report for the
calendar year December 31, 1992 was modified to emphasize that
Registrant held investments in and operated properties in real
estate markets experiencing unfavorable economic conditions and
would be required to renegotiate certain notes payable with
balloon payments, obtain financing elsewhere, or sell or
otherwise dispose of related properties. The decision to change
Independent Auditors was approved by the Managing General
Partner's Directors. During calendar years 1992, 1993 and
through April 22, 1994, there were no disagreements between
Registrant and Deloitte on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of
procedure which disagreements if not resolved to the satisfaction
of Deloitte, would have caused it to make reference to the
subject matter of the disagreements in connection with its
reports.
Effective April 22, 1994, Registrant engaged Imowitz Koenig &
Company as its Independent Auditors. During the last two
calendar years and the subsequent interim periods to the date
hereof, Registrant did not consult Imowitz Koenig & Company
regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statement and Exhibits.
(c) Exhibits:
10. (a) Letter dated April 27, 1994 from Registrant's Former
Independent Auditors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CENTURY PROPERTIES FUND XIX
By: FOX PARTNERS II, its General Partner
By: FOX CAPITAL MANAGEMENT
CORPORATION, its General Partner
Date: April 27, 1994 By: /s/ Michael L. Ashner
Michael L. Ashner,
President
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Exhibit 10.(a)
Deloitte & Touche
50 Fremont Street
San Francisco, CA 94105-2230
April 27, 1994
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of
Century Properties Fund XIX dated April 27, 1994.
Your truly,
/s/ Deloitte & Touche
DELOITTE & TOUCHE
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