-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gg556D3akRrijY0m15wyR3nJlU2kEmv/09WrJ/PHI11BTboDuWNLwcexU48HeC6y Fp1OIfAHRmiciNU8HTDLaw== 0000950134-03-015019.txt : 20031112 0000950134-03-015019.hdr.sgml : 20031111 20031112144208 ACCESSION NUMBER: 0000950134-03-015019 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XV CENTRAL INDEX KEY: 0000314690 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942625577 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-46660 FILM NUMBER: 03993101 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XV CENTRAL INDEX KEY: 0000314690 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942625577 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 SC 14D9 1 d07244asc14d9.txt SC 14D9 - SOLICITATION/RECOMMENDATION STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20547 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CENTURY PROPERTIES FUND XV - -------------------------------------------------------------------------------- (Name of Subject Company) CENTURY PROPERTIES FUND XV - -------------------------------------------------------------------------------- (Names of Persons Filing Statement) LIMITED PARTNERSHIP UNITS - -------------------------------------------------------------------------------- (Title of Class of Securities) NONE - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) PATRICK J. FOYE APARTMENT INVESTMENT AND MANAGEMENT COMPANY 4582 ULSTER STREET PARKWAY, SUITE 1100 DENVER, COLORADO 80237 (303) 757-8101 - -------------------------------------------------------------------------------- (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement) Copies to: Joseph A. Coco Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 and Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Los Angeles, California 90071 (213) 687-5000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. SCHEDULE 14D-9 This Schedule 14D-9 relates to the offer by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO OP"), to purchase units of limited partnership interest (the "Units") of Century Properties Fund XV, a California limited partnership (the "Partnership"), at a price of $69.52 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated November 12, 2003, and in the related Letter of Transmittal, as each may be amended and supplemented from time to time (collectively, the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal are filed with this Schedule TO as Exhibits (a)(1) and (a)(2), respectively. ITEM 1. SUBJECT COMPANY INFORMATION. (a) The information set forth under "THE LITIGATION SETTLEMENT OFFER -- Certain Information Concerning Your Partnership" in the Offer to Purchase is incorporated herein by reference. The Partnership's principal executive officers are located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000. (b) This Schedule 14D-9 relates to the units of limited partnership interest of Century Properties Fund XV, of which 89,980 units were issued and outstanding as of September 30, 2003. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON. (a) This Schedule 14D-9 is being filed by Century Properties Fund XV, a California limited partnership (the "Partnership"), of which the managing general partner is Fox Capital Management Corporation. The Partnership's principal executive officers are located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000. (d) The information set forth under "SUMMARY TERM SHEET" and "THE LITIGATION SETTLEMENT OFFER -- Information Concerning Us and Certain of Our Affiliates" in the Offer to Purchase is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (d) The information set forth under "THE LITIGATION SETTLEMENT OFFER -- Conflicts of Interest and Transactions with Affiliates" in the Offer to Purchase is incorporated herein by reference. ITEM 4. SOLICITATION OR RECOMMENDATION. (a) and (b) The information set forth under "THE LITIGATION SETTLEMENT OFFER -- Position of Your General With Respect to the Offer" in the Offer to Purchase is incorporated herein by reference. (c) Not applicable. 2 ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. Not Applicable. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (b) Not applicable. ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. (d) Not Applicable. ITEM 8. ADDITIONAL INFORMATION. (b) The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference. ITEM 9. EXHIBITS. (a)(1) Offer to Purchase dated November 12, 2003 (incorporated by reference herein). (a)(2) Letter of Transmittal and related Instructions (incorporated by reference herein). (a)(3) Letter from AIMCO OP to the Limited Partners of Century Properties Fund XV (incorporated by reference herein). (e) Not applicable. (g) None.
3 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. CENTURY PROPERTIES FUND XV By: Fox Capital Management Corporation Managing General Partner By: /s/ PATRICK J. FOYE ------------------------------------ Patrick J. Foye Executive Vice President Dated: November 12, 2003 4 -----END PRIVACY-ENHANCED MESSAGE-----