<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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
<PAGE> 2
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
"Partnership"), with its business address located at 1873 South Bellaire
Street, 17th Floor, Denver, Colorado 80222 (on and after November 24, 1999:
Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000,
Denver, Colorado 80222).
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the Partnership
by AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO OP"),
with its business address located at 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222 (on and after November 24, 1999: Colorado
Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver,
Colorado 80222).
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) The tender offer is being made pursuant to an Litigation Settlement
Offer, dated November 12, 1999 (the "Litigation Settlement Offer"), a
copy of which is included as Exhibit (a)(2) hereto. The information set
forth in the Litigation Settlement Offer under "The Offer -- Section 9.
Background and Reasons for the Offer" and "The Offer -- Section 11.
Conflicts of Interest and Transaction with Affiliates" in the
Litigation Settlement Offer is incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a),(b) The information in AIMCO Properties, L.P.'s Litigation Settlement
Offer (the "Litigation Settlement Offer"), dated November 12, 1999, and
Letter to Limited Partners, dated November 12, 1999, is incorporated
herein by reference. The Litigation Settlement Offer is included as
Exhibit (a)(2) and the Letter to Limited Partners, dated November 12,
1999, is included as Exhibit (a)(1) herein.
2
<PAGE> 3
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 Litigation Settlement Offer under "The
Offer -- Section 13. Certain Information Concerning Your Partnership --
Beneficial Ownership of Interests in Your Partnership" is incorporated
herein by reference.
(b) Not Applicable.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) - (b) Not Applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Litigation Settlement Offer is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated November 12, 1999.
(a)(2) Litigation Settlement Offer, dated November 12, 1999 (Exhibit (a)(1)
to the Schedule 14D-1 of AIMCO Properties, L.P., dated November 12,
1999, is incorporated herein by reference.)
(a)(3) Letter of Transmittal, dated November 12, 1999 (Exhibit (a)(2) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated November 12,
1999, is incorporated herein by reference.)
(b) Not Applicable.
(c) Not Applicable.
3
<PAGE> 4
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: November 12, 1999
CENTURY PROPERTIES GROWTH FUND XXII
a California limited partnership
By: FOX PARTNERS IV
its General Partner
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
4
<PAGE> 5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Letter to Limited Partners, dated November 12, 1999.
(a)(2) Litigation Settlement Offer, dated November 12, 1999
(Exhibit (a)(1) to the Schedule 14D-1 of AIMCO
Properties, L.P., dated November 12, 1999, is
incorporated herein by reference)
(a)(3) Letter of Transmittal, dated November 12, 1999
(Exhibit (a)(2) to the Schedule 14D-1 of AIMCO
Properties, L.P., dated November 12, 1999, is
incorporated herein by reference)
(b) Not Applicable.
(c) Not Applicable.
<PAGE> 1
Exhibit (a)(1)
CENTURY PROPERTIES GROWTH FUND XXII
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
November 12, 1999
Dear Limited Partner:
We understand that you will receive from AIMCO Properties, L.P. an
Litigation Settlement Offer 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 an Litigation Settlement Offer 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 Litigation
Settlement Offer, dated November 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
----------------------------
Patrick J. Foye
Executive Vice President
