<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 2 (FINAL AMENDMENT) TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 20)
CENTURY PROPERTIES GROWTH FUND XXII
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
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
COLORADO CENTER, TOWER TWO
2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
---------------------------
<PAGE> 2
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $30,412,752.56 Amount of Filing Fee: $6,082.55
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 53,528.5 units of limited partnership interest of the
subject partnership for $568.16 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the form or schedule and the date of its filing.
Amount Previously Paid: $6,030.95 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: November 16, 1999
(Continued on following pages)
Page 1 of 6
<PAGE> 3
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
15,073
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
15,073
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,073
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 17.83%
14. TYPE OF REPORTING PERSON
PN
Page 2 of 6
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
15,073
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
15,073
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,073
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 17.83%
14. TYPE OF REPORTING PERSON
CO
Page 3 of 6
<PAGE> 5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
32,459.50
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
32,459.50
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
32,459.50
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 38.39%
14. TYPE OF REPORTING PERSON
CO
Page 4 of 6
<PAGE> 6
AMENDMENT NO. 2 TO SCHEDULE 14D-1/AMENDMENT NO. 20 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No.
2 to the Schedule 14D-1, originally filed October 12, 1999, of AIMCO Properties,
L.P. (the "AIMCO OP"), relating to AIMCO OP's offer to purchase units of limited
partnership interest ("Units") of Century Properties Growth Fund XXII (the
"Partnership"); and (b) Amendment No. 20 to the Schedule 13D (the "Schedule
13D") originally filed with the Securities and Exchange Commission (the
"Commission") on August 30, 1995, by Insignia Financial Group, Inc.
("Insignia"), IFGP Corp. ("IFGP"), Insignia NPI L.L.C. ("NPI"), Riverside Drive
L.L.C. ("Riverside") and Andrew L. Farkas as amended by (i) Amendment No. 1
filed with the Commission on January 31, 1996 by Insignia, IFGP, NPI, Riverside,
Insignia Commercial Group, Inc. ("Commercial"), Insignia Properties Corporation
("Properties") and Andrew L. Farkas; (ii) Amendment No. 2 filed with the
Commission on February 27, 1996 by Insignia, IFGP, NPI, Riverside, Commercial,
Properties and Andrew L. Farkas; (iii) Amendment No. 3 filed with the Commission
on January 16, 1997 by Insignia, Insignia Properties, L.P. ("IPLP"), Commercial,
Insignia Properties Trust ("IPT") and Andrew L. Farkas; (iv) Amendment No. 4
filed with the Commission on August 28, 1997 by IPLP Acquisition I, L.L.C.
("IPLP Acquisition"), IPLP, IPT and Andrew L. Farkas; (v) Amendment No. 5 filed
with the Commission on September 26, 1997, by IPLP Acquisition, IPLP, IPT,
Insignia and Andrew L. Farkas; (vi) Amendment No. 6, filed with the Commission
on October 1, 1997, by IPLP Acquisition, IPLP, IPT, Insignia, and Andrew L.
Farkas; (vii) Amendment No. 7 filed with the Commission on October 3, 1997, by
IPLP Acquisition, IPLP, IPT, Insignia and Andrew L. Farkas; (viii) Amendment No.
8, filed with the Commission on October 7, 1997, by IPLP Acquisition, IPLP, IPT,
Insignia and Andrew L. Farkas; (ix) Amendment No. 9, filed with the Commission
on November 10, 1997, by IPLP Acquisition, IPLP, IPT, Insignia and Andrew L.
Farkas; (x) Amendment No. 10 filed with the Commission on October 26, 1998, by
IPLP Acquisition, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and Apartment Investment
and Management Company ("AIMCO"); (xi) Amendment No. 11, filed with the
Commission on May 14, 1999, by IPLP Acquisition, AIMCO/IPT, Inc. ("AIMCO/IPT"),
IPLP, AIMCO OP, AIMCO-GP and AIMCO; (xii) Amendment No. 12, filed with the
Commission on July 1, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO; (xiii) Amendment No. 13, filed with the Commission on August
6, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO,
(xiv) Amendment No. 14, filed with the Commission on October 12, 1999, by IPLP
Acquisition, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xv) Amendment No.
15, filed with the Commission on October 19, 1999, by IPLP Acquisition,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO; (xvi) Amendment No. 16, filed
with the Commission on October 25, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO (xvii) Amendment No. 17, filed with the Commission
on November 11, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP
and AIMCO, (xviii) Amendment No. 18, filed with the Commission on November 16,
1999, by AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (xix) Amendment No.
19, dated December 16, 1999, by IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO. IPLP Acquisition, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and
AIMCO are herein referred to as the "Reporting Persons." The item numbers and
responses thereto are set forth below in accordance with the requirements of
Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
At midnight, New York time, on Thursday, December 30, 1999, the offer
expired pursuant to its terms. A total of 6,022 Units, representing
approximately 7.12% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of those
Units at $568.16 per Unit.
Page 5 of 6
<PAGE> 7
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: January 10, 2000
IPLP ACQUISITION I, L.L.C.
By: /s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
-----------------------------------------
Executive Vice President
Page 6 of 6
