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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 GROWTH FUND XXII
(Name of Subject Company)
CENTURY PROPERTIES GROWTH FUND XXII
(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
Growth Fund XXII, a California limited partnership (the "Partnership"),
relating to the tender offer by IPLP Acquisition I LLC (the "Purchaser") to
purchase up to 25,000 of the outstanding units of limited partnership interest
("Units") in the Partnership, at $275.00 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 IV (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 GROWTH FUND XXII
By: FOX PARTNERS IV,
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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