SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 19, 1996
Century Properties Fund XIX
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
0-11935 94-2887133
___________________________ ____________________________________
(Commission File Number) (I.R.S. Employer Identification No.
c/o Insignia Financial Group, Inc.,
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
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(Address of Principal Executive Offices) (Zip Code)
(803) 239-1000
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(Registrant's Telephone Number, Including Area Code)
c/o National Property Investors, Inc., 5665 Northside Drive, Suite 370
Atlanta, Georgia 30328
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. Change in Control of Registrant
On August 17, 1995, Insignia Financial Group, Inc., a Delaware
corporation ("Insignia"), IFGP Corporation, a Delaware corporation
("IFGP"), Insignia NPI L.L.C., a Delaware limited liability company
("Insignia LLC"), Riverside Drive L.L.C., a Delaware limited liability
company ("Riverside") and certain other affiliates (collectively, the
"Buyer") entered into a certain Partnership Units Purchase Agreement,
the NPI Inc. Stock Purchase Agreement and certain related agreements
(the "Purchase Agreements") with National Property Investors, Inc., a
Delaware corporation ("NPI Inc."), DeForest Ventures I L.P., a Delaware
limited partnership ("Ventures I"), DeForest Ventures II L.P., a
Delaware limited partnership ("Ventures II"), QAL Associates, a Georgia
general partnership ("QAL"), QALA II Associates, a Georgia general
partnership ("QALA II"), and certain of their respective affiliates
(collectively, "NPI"). The closing of the transactions contemplated by
the Purchase Agreements occurred on January 19 and 22, 1996 (the
"Closing"). At the Closing, pursuant to the terms and conditions of the
Purchase Agreements, the Buyer acquired (a) all of the units of limited
partnership interest in 14 public real estate limited partnerships held
by NPI (the "public partnerships"), including the Registrant, (b) all of
the issued and outstanding common stock of NPI Inc., which in turn
controls, directly or indirectly, the general partner of the public
partnerships, including the Registrant, and (c) all of common stock and
the general and limited partnership interests of two affiliates of NPI
which provide real estate management services. The aggregate purchase
price payable at the Closing was approximately $116,000,000, subject to
certain purchase price adjustments as provided for in the Purchase
Agreements, including a reduction for payments by Buyer of any amounts
borrowed by Ventures I and Ventures II from PaineWebber Real Estate
Securities, Inc. ("PaineWebber"), which remained unpaid on the date of
the Closing. In connection with the execution of the Purchase
Agreements, an affiliate of Insignia entered into a participation
agreement with PaineWebber pursuant to which it agreed to purchase from
PaineWebber a subordinated participation in the senior financing
provided by PaineWebber to Ventures I and Ventures II for an aggregate
purchase price equal to $16,239,296.
Pursuant to the transactions contemplated by the Purchase
Agreements, IFGP acquired 100% of the common stock of NPI Inc. for an
aggregate purchase price of $1,000,000 from Michael L. Ashner, Martin
Lifton, Arthur N. Queler and certain of their respective family members
and AP-NPI II, L.P., a Delaware limited partnership. NPI Inc. owns all
of the outstanding common stock of NPI Equity Investments II, Inc., a
Florida corporation ("NPI Equity"), which controls Fox Realty Investors,
a California general partnership ("FRI") and Fox Capital Management
Corporation, a California corporation ("FCMC"). FRI and FCMC control
Fox Partners II, the general partner of the Registrant. Upon the
Closing, the officers and directors of NPI Inc., NPI Equity and FCMC
resigned and Insignia caused new officers and directors of each of those
entities to be elected.
Pursuant to the transactions contemplated by the Purchase
Agreements, Insignia LLC purchased from Ventures I, QAL and QALA II
24,811.6600 Units of the Registrant, constituting approximately 27.8 %
of the Units outstanding, for an aggregate purchase price of $2,085,546.
All of the funds used in making the purchase were drawn under
a revolving credit facility established by a syndicate of lenders for
the benefit of Insignia, with First Union National Bank of South
Carolina as Administrative Agent and Lehman Commercial Paper, Inc. as
Syndication Agent.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. Exhibit
2.1 Partnership Units Purchase Agreement dated as of August 17,
1995 among Insignia, Insignia LLC, Riverside, Ventures I,
Ventures II, QAL, QALA II and the other parties named therein.(1)
2.2 Management Purchase Agreement dated as of August 17, 1995
among Insignia, Insignia Management Corporation, Insignia
Management Group, L.P., Insignia LLC, and the other parties
named therein. (2)
2.3 Stock Purchase Agreement dated as of August 17, 1995 among
Insignia, IFGP and the other parties named therein. (3)
2.4 Limited Liability Company Agreement of Riverside, dated as of
August 17, 1995 between Insignia LLC and QALA V. (4)
2.5 Master Indemnity Agreement dated as of August 17, 1995 among
Insignia, Insignia LLC, Insignia Management Corporation,
Insignia Management Group, L.P., Riverside, and the other
parties named therein. (5)
99.1 Press Release (6)
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(1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed by
Insignia with the Securities and Exchange Commission on September
1, 1995.
(2) Incorporated by reference to Exhibit 2.2 to Form 8-K filed by
Insignia with the Securities and Exchange Commission on September
1, 1995.
(3) Incorporated by reference to Exhibit 2.3 to Form 8-K filed by
Insignia with the Securities and Exchange Commission on September
1, 1995.
(4) Incorporated by reference to Exhibit 2.4 to Form 8-K filed by
Insignia with the Securities and Exchange Commission on September
1, 1995.
(5) Incorporated by reference to Exhibit 2.5 to Form 8-K filed by
Insignia with the Securities and Exchange Commission on September
1, 1995.
(6) Incorporated by reference to Exhibit E to the Amendment Number 1 to
Schedule 13D filed by Insignia with the Securities and Exchange
Commission on January 30, 1996 with respect to Insignia's ownership
interest in National Property Investors II.
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: February 5, 1996 By: /s/ John K. Lines
John K. Lines
Vice President and Secretary
