FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 1998
or
[ ] 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 0-15710
CENTURY PENSION INCOME FUND XXIV
(Exact name of registrant as specified in its charter)
California 94-2984976
(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
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 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 .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PENSION INCOME FUND XXIV
BALANCE SHEETS
(in thousands, except unit data)
September 30, December 31,
1998 1997
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 3,824 $ 1,889
Receivables and deposits 146 308
Other assets 12 181
Investments in unconsolidated joint ventures 7,863 7,429
Investment properties:
Land -- 4,397
Buildings and related personal property -- 13,386
-- 17,783
Accumulated depreciation -- (4,186)
-- 13,597
$11,845 $23,404
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 3 $ 4
Tenant security deposit liabilities -- 34
Accrued property taxes -- 81
Other liabilities 315 27
Partners' Capital
General partner 16 --
Limited partner (73,341 units issued
and outstanding at September 30, 1998
and December 31, 1997) 11,511 23,258
Total partners' capital 11,527 23,258
$11,845 $23,404
Note: The balance sheet at December 31, 1997, has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See Accompanying Notes to Financial Statements
b)
CENTURY PENSION INCOME FUND XXIV
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 199 $ 512 $ 1,232 $ 1,532
Other income 76 28 123 81
Gain on sale of investment
property 3,381 -- 3,381 --
Total revenues 3,656 540 4,736 1,613
Expenses:
Operating 66 97 228 315
General and administrative 128 122 410 393
Depreciation 81 121 322 361
Property taxes 22 39 108 123
Total expenses 297 379 1,068 1,192
Income before equity in income of
unconsolidated joint ventures 3,359 161 3,668 421
Equity in income of
unconsolidated joint ventures 188 41 434 218
Net income $ 3,547 $ 202 $ 4,102 $ 639
Net income allocated to
general partner $ 168 $ 3 $ 174 $ 8
Net income allocated to
limited partners 3,379 199 3,928 631
$ 3,547 $ 202 $ 4,102 $ 639
Net income per limited
partnership unit $ 46.07 $ 2.71 $ 53.56 $ 8.60
Distributions per
limited partnership unit $206.23 $ 3.75 $213.73 $ 11.25
See Accompanying Notes to Financial Statements
c)
CENTURY PENSION INCOME FUND XXIV
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners' Partners' Total
Original capital contributions 73,341 $ -- $ 36,671 $ 36,671
Partners' capital
at December 31, 1996 73,341 $ -- $ 24,193 $ 24,193
Net income for the nine months
ended September 30, 1997 -- 8 631 639
Distributions to partners -- (8) (825) (833)
Partners' capital
at September 30, 1997 73,341 $ -- $ 23,999 $ 23,999
Partners' capital
at December 31, 1997 73,341 $ -- $ 23,258 $ 23,258
Net income for the nine months
ended September 30, 1998 -- 174 3,928 4,102
Distributions to partners -- (158) (15,675) (15,833)
Partners' capital
at September 30, 1998 73,341 $ 16 $ 11,511 $ 11,527
See Accompanying Notes to Financial Statements
d)
CENTURY PENSION INCOME FUND XXIV
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net income $ 4,102 $ 639
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 322 361
Amortization of lease commissions 32 31
Gain on sale of investment property (3,381) --
Equity in income of unconsolidated joint ventures (434) (218)
Change in accounts:
Receivables and deposits 162 40
Other assets 4 (14)
Accounts payable (4) (10)
Tenant security deposit liabilities -- (6)
Accrued property taxes 26 19
Other liabilities 288 2
Net cash provided by operating activities 1,117 844
Cash flows from investing activities:
Proceeds from sale of investment property 16,651 --
Property improvements and replacements -- (2)
Net cash provided by (used in) investing
activities 16,651 (2)
Cash flows from financing activities:
Distributions paid to partners (15,833) (833)
Increase in cash and cash equivalents 1,935 9
Cash and cash equivalents at beginning of period 1,889 1,929
Cash and cash equivalents at end of period $ 3,824 $ 1,938
See Accompanying Notes to Financial Statements
e)
CENTURY PENSION INCOME FUND XXIV
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Century Pension Income Fund
XXIV (the "Partnership") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of Fox Capital Management Corporation, a California corporation (the
"Managing General Partner" or "FCMC"), the managing general partner of the
general partner of the Partnership, 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, 1998, are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 1998. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-K for the year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - 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 certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with affiliates of the Managing General Partner were
charged to expense in 1998 and 1997:
For the Nine Months Ended
September 30,
(in thousands)
1998 1997
Partnership management fee (included in general
and administrative expenses) $93 $93
Reimbursement for services of affiliates (included
in general and administrative expenses) 90 71
For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an 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, which received payments on these obligations from the agent. The
amount of the Partnership's insurance premiums accruing to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.
NOTE C - INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
The Partnership has investments in two unconsolidated joint ventures as follows:
Coral Palm Plaza Joint Venture
On January 23, 1987, the Partnership acquired a 33.33% ownership interest in
Coral Palm Plaza Joint Venture ("Coral Palm"), a joint venture with Century
Pension Income Fund XXIII, a California Limited Partnership ("CPIF XXIII") and
an affiliate of the Managing General Partner. Also on January 23, 1987, Coral
Palm acquired the Coral Palm Plaza, a shopping center located in Coral Springs,
Florida. The Partnership's interest in Coral Palm is reported using the equity
method of accounting.
Summary financial information for Coral Palm is as follows (in thousands):
September 30, December 31,
1998 1997
Total assets $5,201 $5,041
Total liabilities (286) (366)
Total venture's equity $4,915 $4,675
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Total revenues $ 315 $ 187 $ 897 $ 627
Total expenses (225) (217) (657) (637)
Net income (loss) $ 90 $ (30) $ 240 $ (10)
In 1997, the property owned by Coral Palm, with a carrying value of $6,029,000,
was determined to be impaired and its value was written down by $2,067,000 to
reflect its fair value at December 31, 1997 of $3,962,000.
The Partnership recognized equity in the income (loss) of Coral Palm of
approximately $80,000 and $(3,000) for the nine months ended September 30, 1998
and 1997, respectively. The Partnership did not receive a distribution from
Coral Palm during either of the nine month periods ended September 30, 1998 or
1997.
Minneapolis Business Parks Joint Venture
On April 30, 1987, the Partnership acquired a 32% ownership interest in
Minneapolis Business Parks Joint Venture ("Minneapolis Business Parks"), a joint
venture with CPIF XXIII. On May 5, 1987, Minneapolis Business Parks acquired
Alpha Business Center located in Bloomington, Minnesota; Plymouth Service Center
located in Plymouth, Minnesota, and Westpoint Business Center located in
Plymouth, Minnesota. The Partnership's interest in Minneapolis Business Parks
is reported using the equity method of accounting.
Summary financial information for Minneapolis Business Parks is as follows (in
thousands):
September 30, December 31,
1998 1997
Total assets $19,411 $18,331
Total liabilities (350) (167)
Total venture's equity $19,061 $18,164
For the Three Months EndedFor the Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Total revenues $ 825 $ 770 $ 2,498 $ 2,383
Total expenses (543) (610) (1,601) (1,690)
Net income $ 282 $ 160 $ 897 $ 693
The Partnership recognized equity in the income of Minneapolis Business Parks of
approximately $354,000 and $221,000 for the nine months ended September 30, 1998
and 1997, respectively. The Partnership did not receive a distribution from
Minneapolis Business Parks during either of the nine month periods ended
September 30, 1998 or 1997.
NOTE D - SALE OF INVESTMENT PROPERTY
In September 1998, the Partnership sold its three investment properties, Butler
Square Shopping Center, Kenilworth Commons Shopping Center, and Plantation
Pointe Shopping Center to an unaffiliated party. The Partnership's net proceeds
were approximately $16,651,000 after payment of closing costs. The Partnership
realized a gain of approximately $3,381,000 on the sale during the third quarter
of 1998.
The sales transaction is summarized as follows:
(in thousands)
Cash proceeds received $16,651
Net real estate (1) (13,270)
Gain on sale of investment property $ 3,381
(1) Real estate at cost, net of accumulated depreciation of approximately
$4,508,000.
The following unaudited pro-forma information reflects the operations of the
Partnership for the nine months ended September 30, 1998 and 1997, as if Butler
Square Center, Kenilworth Commons Shopping Center, and Plantation Pointe
Shopping Center had been sold January 1, 1997.
Pro-Forma Results of Operations
for the Nine Months Ended September 30,
1998 1997
(in thousands)
(unaudited)
Revenues $ 114 $ 73
Net income (loss) $ 138 $ (102)
Net income (loss) per limited
partnership unit $ 1.77 $(1.38)
NOTE E - DISTRIBUTIONS
During the nine months ended September 30, 1998, the Partnership distributed
approximately $14,850,000 and $150,000 to the limited partners and general
partner, respectively, of proceeds from the sale of the three investment
properties. Additionally, the Partnership distributed approximately $825,000 and
$8,000, respectively, to the limited partners and general partner from
operations during each of the nine month periods ended September 30, 1998, and
1997.
NOTE F - TRANSFER OF CONTROL - SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the entity which controls the General Partner
of the Partnership. Also, effective October 1, 1998, IPT and AIMCO entered into
an Agreement and plan of Merger pursuant to which IPT is to be merged with and
into AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires
the approval of the holders of a majority of the outstanding IPT Shares. AIMCO
has agreed to vote all of the IPT Shares owned by it in favor of the IPT Merger
and has granted an irrevocable limited proxy to unaffiliated representatives of
IPT to vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of
the IPT Merger. As a result of AIMCO's ownership and its agreement, the vote of
no other holder of IPT is required to approve the merger. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
On September 1, 1998, the Partnership sold its three wholly-owned investment
properties. The Partnership currently has an interest in three business parks
and one shopping center owned by two unconsolidated joint ventures between the
Partnership and an affiliated partnership.
Results of Operations
The Partnership realized net income of approximately $3,547,000 and $4,102,000
during the three and nine month periods ended September 30, 1998, respectively,
compared to net income of approximately $202,000 and $639,000 for the comparable
periods in 1997. The increase in net income for the three and nine month periods
in 1998 is primarily attributable to the gain realized on the sale of the
Partnership's three investment properties (see discussion below and "Note D")
and the resulting decrease in total expenses. Also contributing to the increase
in net income was an increase in equity in income of both of the Partnership's
unconsolidated joint ventures. Decreases in both operating and depreciation
expenses primarily contributed to the decrease in total expenses. Decreases in
major repairs and maintenance costs (as described below) are the primary reason
for decreased operating expense during the nine months ended September 30, 1998
as compared to 1997. Depreciation expense decreased due to the sale of the
related depreciable property prior to the end of the quarter.
The increases in equity in income of the unconsolidated joint ventures are
primarily attributable to net increases in rental income due to increased rental
revenues and decreased operating expenses. The increase in rental revenues are
attributable to increased rental rates at Coral Palm Plaza and increased
occupancy at Alpha Business Center. Partially offsetting these increases to
rental income was a decrease in rental income at Westpoint Business Center
(Minneapolis property) as the result of a decline in average occupancy.
Operating expense decreased due to the lack of exterior painting projects at
Alpha Business Center, Plymouth Service Center and Coral Palm Plaza in 1997, as
well as a decrease in snow removal costs at the three Minneapolis properties.
In September 1998, the Partnership sold its three investment properties, Butler
Square Shopping Center, Kenilworth Commons Shopping Center, and Plantation
Pointe Shopping Center to an unaffiliated party. The Partnership's net proceeds
were approximately $16,651,000, after payment of closing costs. The Partnership
realized a gain of approximately $3,381,000 on the sale during the third quarter
of 1998. A substantial portion of these proceeds were distributed during the
third quarter of 1998.
For the nine months ended September 30, 1998, approximately $8,000 of major
repairs and maintenance, comprised primarily of landscaping costs was included
in operating expense. For the nine months ended September 30, 1997,
approximately $50,000 of major repairs and maintenance, comprised primarily of
landscaping, parking lot and exterior building repairs, and exterior painting
costs, was included in operating expense.
Liquidity and Capital Resources
The Partnership held cash and cash equivalents of approximately $3,824,000 at
September 30, 1998 compared to approximately $1,938,000 at September 30, 1997.
The net increase in cash and cash equivalents was approximately $1,935,000 and
$9,000 for the nine months ended September 30, 1998 and 1997, respectively. Net
cash provided by operating activities increased primarily due to the increase in
net income, as discussed above. Also contributing to the increase in cash
provided by operating activities was an increase in other liabilities to reserve
for payment of limited partner withholding taxes related to 1998 distributions.
The increase in net cash provided by investing activities is attributable to
sales proceeds received from the 1998 sale of investment property. Net cash
used in financing activities increased for the nine months ended September 30,
1998 as compared to the same period in 1997 due to the distribution of a
majority of the proceeds from the sale of the Partnership's investment
properties.
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 Partnership's joint venture properties to
adequately maintain the physical assets and other operating needs of the
Partnership and to comply with federal, state and local legal and regulatory
requirements. Such assets are currently thought to be sufficient for any near-
term needs of the Partnership. During the nine months ended September 30, 1998,
the Partnership distributed approximately $14,850,000 ($213.73 per limited
partnership unit) and $150,000 to the limited partners and general partner,
respectively, of proceeds from the sale of the three investment properties.
Additionally, the Partnership distributed approximately $825,000 ($11.25 per
limited partnership unit) and $8,000, respectively, to the limited partners and
general partner from operations during each of the nine month periods ended
September 30, 1998, and 1997. Future cash distributions will depend on the
levels of cash generated from joint venture distributions and/or sales and the
undistributed proceeds from the recent property sales. The Partnership's
distribution policy will be reviewed on a quarterly basis. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations to permit further operating distributions to its partners in 1998 or
subsequent periods.
Transfer of Control - Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the entity which controls the General Partner
of the Partnership. Also, effective October 1, 1998, IPT and AIMCO entered into
an Agreement and plan of Merger pursuant to which IPT is to be merged with and
into AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires
the approval of the holders of a majority of the outstanding IPT Shares. AIMCO
has agreed to vote all of the IPT Shares owned by it in favor of the IPT Merger
and has granted an irrevocable limited proxy to unaffiliated representatives of
IPT to vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of
the IPT Merger. As a result of AIMCO's ownership and its agreement, the vote of
no other holder of IPT is required to approve the merger. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
Risk Associated with the Year 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities 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 of the Partnership 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 quarterly 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.
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 NUANCES, 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, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint 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 by Insignia Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia Affiliate") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates, as well as a recently
announced agreement between Insignia and AIMCO. The complaint seeks 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 has filed demurrers to the
amended complaint which are scheduled to be heard on January 8, 1999. The
Managing General Partner believes the action to be without merit, and intends to
vigorously defend it.
On July 30, 1998 certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint in the Superior Court of the State of
California, County of Los Angeles. The action, entitled EVEREST PROPERTIES LLC
V. INSIGNIA FINANCIAL GROUP, INC., involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia Affiliates allegedly manage or control (the "Subject
Partnerships"). The complaint names as defendants Insignia, several Insignia
Affiliates alleged to be managing partners of the Subject Partnerships, the
Partnership and the Managing General Partner. Plaintiffs allege that they have
requested from, but have been denied by each of the Subject Partnerships, lists
of their respective limited partners for the purpose of making tender offers to
purchase up to 4.9% of the limited partner units of each of the Subject
Partnerships. The complaint also alleges that certain of the defendants made
tender offers to purchase limited partner units in many of the Subject
Partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract, unfair
business practices, and violations of the partnership statutes of the states in
which the Subject Partnerships are organized. Plaintiffs seek compensatory,
punitive and treble damages. The Managing General Partner filed an answer to
the complaint on September 15, 1998. The Managing General Partner believes the
claims to be without merit and intends to defend the action vigorously.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner of the Partnership
believes that all such other pending or outstanding litigation will be resolved
without a material adverse effect upon the business, financial condition or
operations of the Partnership.
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 filed in the third quarter of fiscal year 1998:
Form 8-K dated September 1, 1998, as filed with the Securities and
Exchange Commission on September 23, 1998, in connection with the sale
of Butler Square Center, Kenilworth Commons Shopping Center and
Plantation Pointe Shopping Center.
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 thereunto duly authorized.
CENTURY PENSION INCOME FUND XXIV,
By: Fox Partners VI
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 13, 1998
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This schedule contains summary financial information extracted from
Century Pension Income Fund XXIV 1998 Third Quarter 10-Q and is
qualified in its entirety by reference to such 10-Q filing.
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<NAME> CENTURY PENSION INCOME FUND XXIV
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<NET-INCOME> 4,102
<EPS-PRIMARY> 53.56<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
