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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
CENTURY PROPERTIES FUND XVII
(Name of Subject Company)
CENTURY PROPERTIES FUND XVII
(Name of Persons Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of Century Properties Fund XVII, a California limited
partnership (the "Partnership"), with its business address located at
1873 South Bellaire Street, 17th Floor, Denver, Colorado, 80222.
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by AIMCO Properties, L.P., a Delaware limited partnership
(the "AIMCO OP"), with its business address located at 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is the
person filing this Statement, are set forth in Item 1 above.
(b) The tender offer is being made pursuant to an Offer to
Purchase, dated October 25, 1999 (the "Offer to Purchase"), a
copy of which is included as Exhibit (a)(2) hereto. The
information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer" and
"The Offer -- Section 11. Conflicts of Interest and
Transactions with Affiliates" in the Offer to Purchase is
incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information set forth in the Offer to Purchase under "The
Offer -- Section 10. Position of the General Partner of Your
Partnership With Respect to the Offer" is incorporated herein by
reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
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ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Comparison of Consideration to Alternative Consideration --
Our Prior Tender Offer" and "The Offer -- Section 13. Certain
Information Concerning Your Partnership -- Beneficial
Ownership of Interests in Your Partnership" is incorporated
herein by reference.
(b) Not applicable.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a) - (b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated October 25, 1999.
(a)(2) Offer to Purchase, dated October 25, 1999 (Exhibit (a)(1) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated October
25, 1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal, dated October 25, 1999 (Exhibit (a)(2)
to the Schedule 14D-1 of AIMCO Properties, L.P., dated October
25, 1999, is incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 25, 1999
CENTURY PROPERTIES FUND XVII
a California limited partnership
By: FOX PARTNERS
its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Letter to Limited Partners, dated October 25, 1999.
(a)(2) Offer to Purchase, dated October 25, 1999 (Exhibit
(a)(1) to the Schedule 14D-1 of AIMCO Properties,
L.P., dated October 25, 1999, is incorporated herein
by reference).
(a)(3) Letter of Transmittal, dated October 25, 1999
(Exhibit (a)(2) to the Schedule 14D-1 of AIMCO
Properties, L.P., dated October 25, 1999, is
incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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EXHIBIT (a)(1)
CENTURY PROPERTIES FUND XVII
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
October 25, 1999
Dear Limited Partner:
We understand that you will receive from AIMCO Properties, L.P. an
offer to purchase any and all partnership units at $488 per unit of Century
Properties XVII (the "Partnership"). Further, we understand that you are to
receive from Madison Liquidity Investors 104, L.L.C. an offer to purchase up to
4.9% of the limited partnership units at $285 per unit.
The Partnership, through its general partner, Fox Partners (the
"General Partner"), is required by the rules of the Securities and Exchange
Commission to make a recommendation as to whether you should accept or reject
such offers, or whether the Partnership is remaining neutral with respect to
such offers. THE PARTNERSHIP AND THE GENERAL PARTNER ARE REMAINING NEUTRAL AND
MAKING NO RECOMMENDATION WITH RESPECT TO ANY OFFER for the reason set forth
under "the Offer - Section 10. Position of Your General Partner with Respect to
the Offer" in the Offer to Purchase, dated October 25, 1999, of AIMCO
Properties, L.P., which is being sent to you. However, it should be noted that
the offer of AIMCO Properties, L.P. is at the highest price of the two offers.
If you wish to sell your units for cash, you should do so at the highest price.
Limited Partners should carefully read the enclosed Schedule 14D-9, the
Offer to Purchase of AIMCO Properties, L.P., dated October 25, 1999 relating to
the offer to acquire units of the Partnership (the "Offer to Purchase"), and the
related Letter of Transmittal and Instructions. Certain information in the
Schedule 14D-9 is incorporated by reference to the Offer to Purchase of AIMCO
Properties, L.P.
Please note that the General Partner is an affiliate of AIMCO.
FOX PARTNERS
General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
