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EX-10.8 - EXHIBIT 10.8 - CENTURY PROPERTIES FUND XIVcpf14sunriver_ex10z8.htm
EX-10.7 - EXHIBIT 10.7 - CENTURY PROPERTIES FUND XIVcpf14sunriver_ex10z7.htm
EX-10.9 - EXHIBIT 10.9 - CENTURY PROPERTIES FUND XIVcpf14sunriver_ex10z9.htm
EX-10.10 - EXHIBIT 10.10 - CENTURY PROPERTIES FUND XIVcpf14sunriver_ex10z10.htm
EX-10.12 - EXHIBIT 10.12 - CENTURY PROPERTIES FUND XIVcpf14sunriver_ex10z12.htm
EX-10.11 - EXHIBIT 10.11 - CENTURY PROPERTIES FUND XIVcpf14sunriver_ex10z11.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) October 7, 2009

 

CENTURY PROPERTIES FUND XIV

(Exact name of Registrant as specified in its charter)

 

 

            California                0-9242                  94-2535195

      (State or other jurisdiction (Commission            (I.R.S. Employer

           of incorporation)        File Number)        Identification Number)

 

 

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

 

 

(864) 239-1000

(Issuer's telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 1.01   Entry Into a Material Definitive Agreement

           

Please see the description under Item 2.03 below.

 

Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

Century Properties Fund XIV (the “Registrant”) owns a 100% interest in Century Sun River, Limited Partnership, an Arizona limited partnership (the “Partnership”), which owns Sun River Village Apartments (“Sun River”), a 334-unit apartment complex located in Tempe, Arizona. On October 7, 2009, the Partnership obtained a second mortgage loan (the “Second Mortgage”) in the principal amount of $3,125,000 on Sun River.  The Second Mortgage bears interest at a fixed interest rate of 6.92% per annum and requires monthly payments of principal and interest of approximately $21,000, beginning December 1, 2009 through the June 1, 2021 maturity date, at which time a balloon payment of approximately $2,578,000 is due. The Partnership may prepay the Second Mortgage at any time with 30 days written notice to the lender subject to a prepayment penalty.

 

In connection with the Second Mortgage, the Partnership also agreed to certain modifications on the existing mortgage loan encumbering Sun River. The modification includes a fixed interest rate of 7.42% per annum and monthly payments of principal and interest of approximately $52,000, commencing December 1, 2009, through the maturity date of June 1, 2021, at which time a balloon payment of approximately $6,233,000 is due.  The previous terms provided for a fixed interest rate of 7.42% per annum and monthly payments of principal and interest of approximately $80,000 through the maturity date of June, 2021, at which date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan at any time subject to a prepayment penalty.

 

In accordance with the terms of both loan agreements, payment of the loans may be accelerated at the option of each respective lender if an event of default, as defined in the applicable loan agreements, occurs.  Events of default include: nonpayment of monthly principal and interest by the due date; nonpayment of the matured balance of the loan on the maturity date; and the occurrence of any breach or default in the performance of any of the covenants or agreements made by the Partnership.

 

The foregoing description is qualified in its entirety by the Multifamily Note; Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing; Guaranty; Amended and Restated Multifamily Note (Recast Transaction); Amended and Restated Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (Recast Transaction); and Amended and Restated Guaranty (Recast Transaction), copies of which are filed as exhibits 10.7, 10.8, 10.9, 10.10, 10.11 and 10.12 to this report.

 

In accordance with the terms of the Registrant’s partnership agreement, the Registrant’s Managing General Partner is currently evaluating the cash requirements of the Registrant to determine what portion of the financing proceeds will be available to distribute to the Registrant’s partners.

 

 

 

Item 9.01   Financial Statements and Exhibits

 

(d) Exhibits

 

    The following exhibits are filed with this report:

 

10.7        Multifamily Note, dated October 2, 2009, between Century Sun River, Limited Partnership, an Arizona limited partnership and Wachovia Multifamily Capital, Inc., a Delaware corporation.

 

10.8        Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated October 2, 2009, between Century Sun River, Limited Partnership, an Arizona limited partnership and Wachovia Multifamily Capital, Inc., a Delaware corporation.

  

10.9        Guaranty, dated October 2, 2009, between AIMCO Properties, L.P., a Delaware limited partnership, and Wachovia Multifamily Capital, Inc., a Delaware corporation.

 

10.10       Amended and Restated Multifamily Note (Recast Transaction), dated October 2, 2009, between Century Sun River, Limited Partnership, an Arizona limited partnership and Federal Home Loan Mortgage Corporation.

 

10.11       Amended and Restated Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (Recast Transaction), dated October 2, 2009, between Century Sun River, Limited Partnership and Federal Home Loan Mortgage Corporation.

  

10.12       Amended and Restated Guaranty (Recast Transaction), dated October 2, 2009, between AIMCO Properties, L.P., a Delaware limited partnership, and Federal Home Loan Mortgage Corporation.

 

 

 

 

The agreements included as exhibits to this Form 8-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

·         should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

·         have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

·         may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

 

·         were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov. 

 

 

 

 


 

SIGNATURE

 

 

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 XIV

 

 

By:   Fox Capital Management Corporation

Managing General Partner

 

By:   /s/Stephen B. Waters

Stephen B. Waters

Senior Director

 

 

Date: October 13, 2009