SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) October 12, 1994
Century Properties Growth Fund XXII
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-13418 94-2939418
(Commission File Number) (I.R.S. Employer Identification No.)
5665 Northside Drive, N.W., Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
(404) 916-9090
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On October 12, 1994, National Property Investors, Inc.
("NPI"), the parent of NPI Equity Investments II, Inc. ("NPI
Equity") sold one-third of the stock of NPI to an affiliate
("Apollo") of Apollo Real Estate Advisors, L.P., for $325,000.
NPI Equity controls the general partner of Registrant.
Apollo is entitled to designate three of the seven directors
of NPI Equity. In addition, the approval of certain major
actions on behalf of Registrant requires the affirmative vote of
at least five directors of NPI Equity.
On October 12, 1994, affiliates of Apollo acquired for
aggregate consideration of approximately $14,800,000 (i) one-
third of the stock of the respective general partners of DeForest
Ventures I L.P. ("DeForest I") and DeForest Ventures II L.P.
("DeForest II") and (ii) an additional equity interest in NPI-AP
Management, L.P. ("NPI-AP"), an affiliate of NPI (bringing its
total equity interest in such entity to one-third). NPI-AP is
the sole limited partner of DeForest II and one of the limited
partners of DeForest I. DeForest I has been formed for the
purpose of making tender offers for limited partnership interests
in Registrant as well as 11 affiliated limited partnerships.
DeForest II has been formed for the purpose of making tender
offers for limited partnership interests in 7 affiliated limited
partnerships.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CENTURY PROPERTIES GROWTH FUND XXII
By: FOX PARTNERS IV, its General
Partner
By: FOX CAPITAL MANAGEMENT
CORPORATION, its General
Partner
Date: October 14, 1994 By: /s/ Michael L. Ashner
Michael L. Ashner,
President
