SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Amendment No. 2
(Final Amendment)
and
SCHEDULE 13D*
under the Securities Exchange Act of 1934
_______________________
CENTURY PROPERTIES GROWTH FUND XXII
(Name of Subject Company)
DEFOREST VENTURES I L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
_______________________
Michael L. Ashner Copy to:
DeForest Capital I Corporation Mark I. Fisher
100 Jericho Quadrangle Rosenman & Colin
Suite 214 575 Madison Avenue
Jericho, New York 11735-2717 New York, New York 10022-2585
(516) 822-0022 (212) 940-8877
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
- -------------------------
* This Statement also constitutes the Statement on Schedule 13D of DeForest
Ventures I.L.P. filed with respect to the Units of Limited Partnership Interest
of Century Properties Growth Fund XXII, a California limited partnership,
beneficially owned by Deforest Ventures I.L.P.
<PAGE>
____________________________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DeForest Ventures I L.P.
I.R.S. I.D. No. 11-3230287
____________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) []
(b) []
____________________________________________________________________________
3. SEC Use Only
____________________________________________________________________________
4. Sources of Funds (See Instructions)
WC; OO
____________________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
[]
____________________________________________________________________________
6. Citizenship or Place of Organization
Delaware
____________________________________________________________________________
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
14,359.5 Units
____________________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[]
_____________________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
17.3%
_____________________________________________________________________________
10. Type of Reporting Person (See Instructions)
PN
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1, dated October 17, 1994, filed by
DeForest Ventures I L.P., a Delaware corporation (the "Purchaser"),
relating to the Purchaser's offer to purchase up to 31,896
outstanding Units of Limited Partnership Interest of Century
Properties Growth Fund XXII, a California limited partnership, at
$80 per Unit, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase.
Item 4. Source and Amount of Funds.
Item 4 is hereby amended to add the following:
The total amount of funds required by the Purchaser to
purchase 14,359.5 Units purchased pursuant to the Offer, excluding
related fees and expenses, was $1,148,760.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended to add the following:
The Offer by the Purchaser for up to 31,896 outstanding Units
expired at 12:00 midnight, New York City time, on Tuesday, November
29, 1994. Pursuant to the Offer, the Purchaser purchased 14,359.5
Units, constituting approximately 17.3% of the outstanding Units.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(b)(2) Master Agreement, dated as of November 21,
1994, among DeForest Capital II Corporation,
DeForest Ventures II L.P., NPI-AP Management,
L.P., National Property Investors, Inc. and
Kidder Peabody Mortgage Capital Corporation,
as supplemented by a letter agreement, dated
November 30, 1994, between the signatories to
the Master Agreement and DeForest Ventures I
L.P.
(b)(3) Loan Agreement, dated as of November 30, 1994,
between DeForest Ventures I L.P. and Kidder
Peabody Mortgage Capital Corporation.
<PAGE>
Signatures
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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 30, 1994
DEFOREST VENTURES I L.P.
By: DeForest Capital I Corporation,
its General Partner
By: /s/ Michael L. Ashner
--------------------------
Name: Michael L. Ashner
Title: President<PAGE>
