================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Schedule 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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)
Patrick 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 Notices and Communications
on Behalf of the Person(s) filing Statement)
================================================================================
<PAGE>
This Amendment No. 1 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Statement") filed with the Securities and Exchange
Commission on May 19, 1999 by Century Properties Fund XIX (the "Partnership") in
connection with the offer for units of limited partnership interest in the
Partnership by AIMCO Properties, L.P., a Delaware limited partnership.
4. The Solicitation or Recommendation
Item 4 is hereby amended to read in its entirety as follows:
"Because of the conflict of interest inherent in the fact that the General
Partner is, as described above, an affiliate of the Purchaser, the Partnership
is making no recommendation and is remaining neutral as to whether limited
partners should tender their Units pursuant to the Offer. The Partnership does
believe, however, that Limited Partners who desire to presently liquidate their
interest in the Partnership for cash should tender their units for the greatest
purchase price available."
9. Material to be Filed as Exhibits
Item 9 is hereby amended to add the following:
Exhibit (a)(4) - Letter to Limited Partners from the Partnership
dated June 15, 1999.
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.
CENTURY PROPERTIES FUND XIX
By: Fox Partners II
General Partner
By: Fox Capital Management Corporation
General Partner
By: /s/ Patrick Foye
------------------------------
Executive Vice President
Date: June 15, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(a)(4) Letter to Limited Partners from the Partnership dated
June 15, 1999.
Exhibit (a)(4)
CENTURY PROPERTIES FUND XIX
c/o Corporate Investor Communications
11 Commerce Road
Carlstadt, N.J. 07072
(877) 460-2557
June 15, 1999
Dear Limited Partner:
By now you should have received offers to purchase your limited partnership
interests (the "Units") in Century Properties Fund XIX (the "Partnership") from
both AIMCO Properties, L.P. ("AIMCO"), an affiliate of the general partner of
the Partnership, and Peachtree Partners, an unaffiliated entity.
As previously stated, the general partner of the Partnership, due to its
affiliation with AIMCO, is making no recommendation and is remaining neutral as
to whether limited partners should tender their Units pursuant to either offer.
The Partnership does believe, however, that Limited Partners who desire to
presently liquidate their interest in the Partnership for cash should tender
their Units for the greatest purchase price available. In this regard, AIMCO's
offer is for a purchase price of $230 per Unit, without any deduction for
transfer fees, and Peachtree Partners offer is for $225 per Unit less a $100
transfer fee.
Limited Partners are advised to carefully consider the offers with their
financial and tax advisors. If you have any questions, please contact Corporate
Investor Communications at (877) 460-2557.
Sincerely,
CENTURY PROPERTIES FUND XIX
