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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
CENTURY PROPERTIES GROWTH FUND XXII
(Name of Subject Company)
CENTURY PROPERTIES GROWTH FUND XXII
(Name of Persons Filing Statement)
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 Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of Century Properties Growth Fund XXII, a California limited
partnership (the "Partner ship"), with its business address located at
1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by ERP Operating Limited Partnership, an Illinois limited
partnership with its business address located at Two North Riverside
Plaza, Chicago, Illinois 60606.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is the
person filing this Statement, are set forth in Item 1 above.
(b) Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a),(b) The information in AIMCO Properties, L.P.'s Offer to Purchase
(the "Offer to Purchase"), dated October 12, 1999, and Letter to
Limited Partners, dated October 12, 1999, is incorporated herein by
reference. The Offer to Purchase is included as Exhibit (a)(2) and the
Letter to Limited Partners, dated October 12, 1999, is included as
Exhibit (a)(1) herein.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Comparison of Considerations to Alternative Consideration --
Prior Tender Offer" and "The Offer -- Section 13. Certain
Information Concerning Your
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Partnership -- Beneficial Ownership of Interests in Your
Partnership" is incorporated herein by reference.
(b) Units held by AIMCO Properties, L.P. or its affiliates will
not be tendered.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a)-(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated October 12, 1999.
(a)(2) Offer to Purchase, dated October 12, 1999 (Exhibit (a)(1) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated October
12, 1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal (Exhibit (a)(2) to the Schedule 14D-1 of
AIMCO Properties, L.P. is incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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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.
Dated: October 12, 1999
CENTURY PROPERTIES GROWTH FUND XXII
a California limited partnership
By: FOX PARTNERS IV
its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Letter to Limited Partners, dated October 12, 1999.
(a)(2) Offer to Purchase, dated October 12, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated October 12, 1999,
is incorporated herein by reference).
(a)(3) Letter of Transmittal (Exhibit (a)(2) to the Schedule 14D-1 of
AIMCO Properties, L.P., is incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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EXHIBIT (a)(1)
CENTURY PROPERTIES GROWTH FUND XXII
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
October 12, 1999
Dear Limited Partner:
We understand that you will receive from AIMCO Properties, L.P. an
offer to purchase any and all limited partnership units at $513 per unit of
Century Properties Growth Fund XXII (the "Partnership"). Further, we understand
that you are to receive an offer from ERP Operating Limited Partnership to
purchase up to 82,848 limited partnership units at $500 per unit of the
Partnership.
The Partnership, through its general partner, Fox Partners IV (the
"General Partner"), is required by the rules of the Securities and Exchange
Commission to make a recommendation whether you should accept or reject such
offers, or whether the Partnership is remaining neutral with respect to such
offers. The General Partner is not making any recommendation with respect to any
offer for the reason set forth under "The Offer -Section 10. Position of Your
General Partner of Your Partnership with Respect to the Offer" in the Offer to
Purchase, dated October 12, 1999, of AIMCO Properties, L.P., which was
previously sent to you. However, it should be noted that the amended offer of
AIMCO Properties, L.P. is at the highest price of the two offers. If you wish to
sell your units for cash, you should do so at the highest price.
Please note that the General Partner is an affiliate of AIMCO
Properties, L.P.
If you have any questions or would like further information about other
possible opportunities to sell your units, please contract River Oaks
Partnership Services, Inc. at (888) 349-2005.
FOX PARTNERS IV
General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
