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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 17)
CENTURY PROPERTIES GROWTH FUND XXII
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
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 Notices and Communications on Behalf of Bidder)
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
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CALCULATION OF FILING FEE
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Transaction Valuation* $31,638,053 Amount of Filing Fee: $6,327.61
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* For purposes of calculating the fee only. This amount assumes the
purchase of 57,005.5 units of limited partnership interest of the
subject partnership for $555 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the form or schedule and the date of its filing.
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Amount Previously Paid: $6,099.59 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: October 19, 1999
</TABLE>
(Continued on following pages)
Page 1 of 7
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CUSIP No. NONE 14D-1 AND 13D/A
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO PROPERTIES, L.P.
84-1275621
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,933
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
13.21%
10. TYPE OF REPORTING PERSON
PN
Page 2 of 7
<PAGE> 4
CUSIP No. NONE 14D-1 AND 13D/A
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,933
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
13.21%
10. TYPE OF REPORTING PERSON
CO
Page 3 of 7
<PAGE> 5
CUSIP No. NONE 14D-1 AND 13D/A
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,319.5
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
31.2%
10. TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 3 TO SCHEDULE 14D-1/AMENDMENT NO. 17 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 3 of the
Schedule 14D-1, originally filed October 12, 1999, of AIMCO Properties, L.P.
(the "AIMCO OP"), relating to AIMCO OP's offer to purchase units of limited
partnership interest ("Units") of Century Properties Growth Fund XXII (the
"Partnership"); and (b) Amendment No. 17 to the Schedule 13D (the "Schedule
13D") originally filed with the Securities and Exchange Commission (the
"Commission") on August 30, 1995, by Insignia Financial Group, Inc.
("Insignia"), IFGP Corp. ("IFGP"), Insignia NPI L.L.C. ("NPI"), Riverside Drive
L.L.C. ("Riverside") and Andrew L. Farkas as amended by (i) Amendment No. 1
filed with the Commission on January 31, 1996 by Insignia, IFGP, NPI, Riverside,
Insignia Commercial Group, Inc. ("Commercial"), Insignia Properties Corporation
("Properties") and Andrew L. Farkas; (ii) Amendment No. 2 filed with the
Commission on February 27, 1996 by Insignia, IFGP, NPI, Riverside, Commercial,
Properties and Andrew L. Farkas; (iii) Amendment No. 3 filed with the Commission
on January 16, 1997 by Insignia, Insignia Properties, L.P. ("IPLP"), Commercial,
Insignia Properties Trust ("IPT") and Andrew L. Farkas; (iv) Amendment No. 4
filed with the Commission on August 28, 1997 by IPLP Acquisition I, L.L.C.
("IPLP Acquisition"), IPLP, IPT and Andrew L. Farkas; (v) Amendment No. 5 filed
with the Commission on September 26, 1997, by IPLP Acquisition, IPLP, IPT,
Insignia and Andrew L. Farkas; (vi) Amendment No. 6, filed with the Commission
on October 1, 1997, by IPLP Acquisition, IPLP, IPT, Insignia, and Andrew L.
Farkas; (vii) Amendment No. 7 filed with the Commission on October 3, 1997, by
IPLP Acquisition, IPLP, IPT, Insignia and Andrew L. Farkas; (viii) Amendment No.
8, filed with the Commission on October 7, 1997, by IPLP Acquisition, IPLP, IPT,
Insignia and Andrew L. Farkas; (ix) Amendment No. 9, filed with the Commission
on November 10, 1997, by IPLP Acquisition, IPLP, IPT, Insignia and Andrew L.
Farkas; (x) Amendment No. 10 filed with the Commission on October 26, 1998, by
IPLP Acquisition, AIMCO OP, AIMCO-GP, Inc. ("AIMCO- GP") and Apartment
Investment and Management Company ("AIMCO"); (xi) Amendment No. 11, filed with
the Commission on May 14, 1999, by IPLP Acquisition, AIMCO/IPT, Inc.
("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO; (xii) Amendment No. 12, filed
with the Commission on July 1, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO
OP, AIMCO-GP and AIMCO; (xiii) Amendment No. 13, filed with the Commission on
August 6, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and
AIMCO, (xiv) Amendment No. 14, filed with the Commission on October 12, 1999, by
IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xv) Amendment
No. 15, filed with the Commission on October 19, 1999, by IPLP Acquisition,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (xvi) Amendment No. 16, filed
with the Commission on October 25, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO. IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO are herein referred to as the "Reporting Persons." The item
numbers and responses thereto are set forth below in accordance with the
requirements of Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) - (b) At 5:00 p.m., New York time, on Tuesday, November 9, 1999,
the offer expired pursuant to its terms. A total of 2,882 Units, representing
approximately 3.5% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of
thoseUnits at $555 per Unit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated October 12, 1999 (Previously
filed).
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter, dated October 12, 1999, from AIMCO OP to the
Limited Partners of the Partnership (Previously
filed).
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<PAGE> 7
(a)(4) Supplement to Offer to Purchase, dated October 18,
1999 (Previously filed).
(a)(5) Letter, dated October 18, 1999, from AIMCO OP to the
Limited Partners of the Partnership (Previously
filed).
(a)(6) Supplement to Offer to Purchase, dated October 25,
1999 (Previously filed).
(a)(7) Letter, dated October 25, 1999, from AIMCO OP to the
Limited Partners of the Partnership (Previously
filed).
(b) Credit Agreement (Secured Revolving Credit Facility),
dated as of August 16, 1999, among AIMCO Properties,
L.P., Bank of America, Bank Boston, N.A., and First
Union National Bank. (Exhibit 10.1 to AIMCO's Current
Report on Form 8-K, dated August 16, 1999, is
incorporated herein by this reference.)
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated October 12, 1999,
among AIMCO, AIMCO- GP, AIMCO OP, AIMCO/IPT, IPLP,
and IPLP Acquisition (Previously filed).
Page 6 of 7
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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: November 11, 1999
IPLP ACQUISITION I, L.L.C.
By: /s/ Patrick J. Foye
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Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
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Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
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Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
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Executive Vice President
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