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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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CENTURY PROPERTIES FUND XIX
(Name of Subject Company)
CENTURY PROPERTIES FUND XIX
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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WILLIAM H. JARRARD, JR.
PRESIDENT
FOX CAPITAL MANAGEMENT CORPORATION
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-2854
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement")
originally filed with the Commission on August 28, 1997 by Century Properties
Fund XIX, a California limited partnership (the "Partnership"), relating to
the tender offer by IPLP Acquisition I LLC (the "Purchaser") to purchase up to
27,000 of the outstanding units of limited partnership interest ("Units") in
the Partnership, at $175.00 per Unit, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
August 28, 1997 (the "Offer to Purchase") and the related Assignment of
Partnership Interest (which, together with any supplements or amendments,
collectively constitute the "Offer") attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with Commission by the Purchaser on August 28, 1997. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Statement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On September 5, 1997, persons claiming to own Units filed a complaint
with respect to a purported class action and derivative suit in the Court of
Chancery in the State of Delaware in and for New Castle County (the "Delaware
Complaint") seeking, among other things, compensatory damages, a declaration
that the defendants have breached their fiduciary duties to the limited
partners of the Partnership, an order directing the defendants to carry out
their fiduciary duties and an order enjoining the Offer.
The Delaware Complaint applies to the Offer and to five other tender
offers being made by the Purchaser and affiliates of Insignia Financial
Group, Inc. ("Insignia") for units of limited partnership interest in other
limited partnerships in which other affiliates of Insignia serve as general
partners. The Delaware Complaint names as defendants the Purchaser,
Insignia and Insignia Properties, L.P. ("IPLP"), an affiliate of Insignia.
The Delaware Complaint contains allegations that, among other things, the
defendants have intentionally mismanaged the Partnership and the five other
Partnerships and acted contrary to the limited partners' best interests, by
manipulating the limited partners into selling their units pursuant to the
Offer and the five other tender offers for substantially lower prices than the
units are worth. In the Delaware Complaint, the plaintiffs also allege that,
as a result of the Offer and in light of the acknowledged conflict of interest
between the Purchaser and the General Partner, Insignia breached its duty to
provide an independent analysis of the fair market value of the Units in the
Offer to Purchase and the related tender offer materials (including the
Statement). The Delaware Complaint contains further allegations that, among
other things, the defendants failed to appoint a disinterested committee to
review the Offer, and therefore did not adequately consider other alternatives
available to the limited partners (such as a liquidation or auction of the
Partnership or its assets), resulting in an offer that may not be in the best
interest of the Partnership and the limited partners.
On September 8, 1997, persons claiming to own Units, filed a
complaint with respect to a purported class action and derivative suit in the
Superior Court for the State of California for the County of San Mateo (the
"Kline Complaint") seeking, among other things, an order requiring corrections
to the disclosures in the Offer to Purchase and enjoining the Offer, an order
requiring the defendants to disclose their fiduciary duties to the limited
partners of the Partnership by seeking other transactions that would maximize
value for the limited partners of the Partnership and compensatory damages.
The Kline Complaint applies to the Offer and to five other tender
offers being made by the Purchaser and affiliates of Insignia for units of
limited partnership interest in other limited partnerships in which other
affiliates of Insignia serve as general partners. The Kline Complaint names as
defendants the Purchaser, Insignia and each of the affiliates of Insignia,
including IPLP, Insignia Properties Trust ("IPT"), Fox Partners II (the
"General Partner") and the five other Insignia-affiliated general partners,
and one individual who is an officer and director of Insignia. The Kline
Complaint contains allegations that, among other things, the defendants
have intentionally mismanaged the Partnership and the five other
partnerships (the "Partnerships") and acted contrary to the limited
partners' best interests, through use of non-public material information
gained as a result of the relationship between the Purchaser and the general
partners of the Partnerships, in order to prolong the lives of the
Partnerships and thus continue the revenue derived by Insignia from the
Partnerships, while at the same time reducing the demand for the
Partnerships' units in the limited resale market for the units by
artificially depressing the trading prices for the units in order to create a
favorable environment for the Offer and the five other tender offers. In the
Kline Complaint, the plaintiffs also allege that, as a result of the Offer,
the Purchaser will acquire effective voting control over the Partnerships at
highly inadequate prices, and that the Offers to Purchase and related tender
offer documents contain numerous false and misleading statements and omissions
of material facts. The alleged misstatements and omissions concern, among
things, the advantages to limited partners of tendering Units pursuant to the
Offer; the description of the Estimated Liquidation Value in the Offer to
Purchase and the estimated expenses that were taken into account in computing
that Value; the true financial condition of the Partnership and the ability to
sell or refinance any of the Partnership's properties; the factors affecting
the likelihood that properties owned by the Partnerships will be sold or
liquidated in the near future; the liquidity and value of the Units; the
limited secondary market for Units; and the true nature of the market for the
underlying assets.
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On September 10, 1997, persons claiming to own units of limited
partnership interest in the Partnership ("Units") filed a complaint with respect
to a purported class action and derivative suit in the Superior Court
for the State of California for the County of Alameda (the "Heller Complaint")
seeking, among other things, an order enjoining the Offer, an order requiring
the defendants to discharge their fiduciary duties to the limited partners of
the Partnership (the "Limited Partners") by, among other things, engaging
independent persons to act in the best interests of the Limited Partners and
by seeking other transactions that would maximize value for the Limited
Partners, an order requiring the defendants to explore other alternatives
to the tender offers and compensatory damages.
The Heller Complaint applies to the Offer and to five other tender
offers being made by affiliates of Insignia for units of limited partnership
interest in other limited partnerships in which other affiliates of Insignia
serve as general partners. The Heller Complaint names as defendants the
Purchaser, Insignia and each of the affiliates of Insignia, including IPLP,
IPT, the General Partner and the five other Insignia-affiliated general
partners. The Heller Complaint contains allegations that, among other
things, the defendants have intentionally mismanaged the Partnership
and the five other partnerships (the "Partnerships") and acted contrary
to the limited partners' best interests, through use of non-public
material information gained as a result of the relationship between the
Purchaser and the general partners of the Partnerships, and failed to
adequately consider other alternatives available to the Partnerships, such
as a sale or liquidation of the Partnerships' properties, or to hire an
independent person to advise the general partners as to such alternatives.
In the Heller Complaint, the plaintiffs also allege that, as a result
of the Offer, the Purchaser will acquire effective voting control over the
Partnerships at highly inadequate prices, and that the Offers to Purchase
and related tender offer documents contain numerous false and misleading
statements and omissions of material facts. The alleged misstatements and
omissions concern, among things, the advantages to Limited Partners of
tendering Units pursuant to the Offer; the true financial condition of the
Partnership and the ability to sell or refinance any of the Partnership's
properties; the factors affecting the likelihood that properties owned by
the Partnership will be sold or liquidated in the near future; the liquidity
and value of the Units; the limited secondary market for Units; the
true nature of the market for the underlying assets; and the true intentions
of Insignia and its affiliates with respect to the Units.
Insignia and its affiliates believe that the allegations contained in
the Delaware Complaint, the Kline Complaint and the Heller Complaint are
without merit and intend to vigorously contest the Plaintiffs' actions.
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SIGNATURE
After due 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: September 12, 1997
CENTURY PROPERTIES FUND XIX
By: FOX PARTNERS II,
its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION,
its General Partner
By: /s/ WILLIAM H. JARRARD, JR.
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William H. Jarrard, Jr.
President and Director
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