-----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, JMb5qECn4GvPJHT1QFTFqpVnOUWb94chjb2E+a712sxgk368IY7umXUMwB0aaMxA t/l6nuHBgY7TV6TqYCoCTQ== 0000950134-04-013832.txt : 20040917 0000950134-04-013832.hdr.sgml : 20040917 20040917170225 ACCESSION NUMBER: 0000950134-04-013832 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040917 FILED AS OF DATE: 20040917 DATE AS OF CHANGE: 20040917 EFFECTIVENESS DATE: 20040917 FILER: 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09680 FILM NUMBER: 041036239 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 DEF 14A 1 d18304ddef14a.txt DEFINITIVE PROXY STATEMENT SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 CENTURY PROPERTIES FUND XV A CALIFORNIA LIMITED PARTNERSHIP (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: CONSENT SOLICITATION FOR CENTURY PROPERTIES FUND XV A CALIFORNIA LIMITED PARTNERSHIP c/o THE ALTMAN GROUP, INC. 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 September 17, 2004 Dear Limited Partner: We are sending you this consent solicitation to request that the limited partners of Century Properties Fund XV consent to a loan to the partnership by AIMCO Properties, LP, which is an affiliate of our managing general partner, Fox Capital Management Corporation. The loan would fund that portion of the estimated $2.5 million redevelopment costs for the partnership's Preston Creek Apartments property, located in Dallas, Texas which we are unable to first fund through a combination of (1) retention of cash flow by the partnership, and (2) refinancing of the partnership's assets with third parties to the extent practicable. Based on our projected redevelopment budget, we estimate that the total amount of the loan will be approximately $2.1 million. Due to existing debt obligations of the property, we have been unable to obtain third-party financing for the debt portion of the redevelopment costs, which is why AIMCO Properties, LP has offered to fund the loan. We are also soliciting your consent to the payment by the partnership to another affiliate of Fox Capital Management Corporation of (1) a redevelopment planning fee to plan and structure the redevelopment process, and (2) a redevelopment supervision fee to supervise the redevelopment process. The redevelopment planning fee would be equal to $25,000. The redevelopment supervision fee would be equal to 4% of the actual redevelopment costs for the Preston Creek Apartments property and, based on the current estimated redevelopment costs, would be an amount equal to approximately $100,000. Our partnership agreement prohibits short-term unsecured loans to the partnership by our general partners or their affiliates bearing interest at a rate in excess of 2% above the prime rate charged by Wells Fargo Bank, N.A. of San Francisco. The loan to the partnership by AIMCO Properties, LP would bear interest in excess of this rate. Our partnership agreement also prohibits the partnership from entering into any contract with our general partners or their affiliates to construct or develop partnership properties or to render any services to the partnership in connection with such construction or development. As a consequence, the consent of limited partners owning more than 50% of the outstanding limited partnership units is required to (i) consent to the loan, and (ii) consent to the provision of the redevelopment services and payment of the redevelopment fees and, in each case, waive the related prohibitions. If the requisite limited partner consent is not received, AIMCO Properties, LP will not make the loan, our managing general partner's affiliate will not provide the redevelopment services and the partnership will not commence the redevelopment of the property. Affiliates of our managing general partner have the right to vote approximately 68.26% of our outstanding limited partnership units and intend to consent to the loan and redevelopment services waiver, but these units are subject to a voting restriction described in more detail in this consent solicitation. As a result, of the voting restriction, we need the consent of limited partners not affiliated with our managing general partner owning approximately an additional 1.62% of the outstanding limited partnership units to waive the loan and redevelopment services prohibitions. This consent solicitation contains information about the redevelopment plans for the Preston Creek Apartments property, the planned funding of the redevelopment, and the reasons that our general partners have decided that the redevelopment, the loan and the provision of the redevelopment services are in the best interests of the limited partners and the potential consequences of a failure to approve the loan and the redevelopment services. Our general partners have conflicts of interest with respect to the loan and redevelopment services that are described in greater detail below. OUR GENERAL PARTNERS RECOMMEND THAT YOU CONSENT TO THE LOAN AND THE REDEVELOPMENT SERVICES 1 This consent is being solicited by our general partners on behalf of the partnership. This consent solicitation is first being mailed to the limited partners on or about September 17, 2004. Only holders of record of limited partnership units as of the close of business on September 17, 2004, are eligible to consent. THIS CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 15, 2004. Consents may be returned by hand, mail, overnight courier or fax (see the back page of the enclosed consent form for delivery details). SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS CONSENT SOLICITATION FOR A DESCRIPTION OF RISKS THAT YOU SHOULD CONSIDER IN CONNECTION WITH CONSENTING TO THE PROVISION OF THE LOAN AND THE REDEVELOPMENT SERVICES. Questions and requests for assistance may be directed to our solicitation agent, The Altman Group, Inc., by mail at 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071; by overnight courier service at 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071; by fax at (201) 460-0050; or by telephone at (800) 217-9608. 2 RISK FACTORS Before deciding whether or not to consent to the loan and the redevelopment services, you should consider carefully the following risks: A DIFFERENT TIME FRAME MAY BE MORE ADVANTAGEOUS FOR THE REDEVELOPMENT. As discussed below, we continually monitor whether a property should be redeveloped, and believe that redevelopment of the property at this time would be advantageous to the partnership. Many factors could affect whether incurring the redevelopment costs at this time actually will be advantageous, including changes in economic conditions generally or in the community where the property is located, redevelopment costs being greater than we anticipate, or construction or renovation of competing apartment developments. THE REDEVELOPMENT IS SUBJECT TO CONSTRUCTION RELATED RISKS. Like any construction project, the redevelopment of the property entails significant construction risks, including cost overruns, shortages of materials or skilled labor, labor disputes, unforeseen environmental or engineering problems, work stoppages, fire and other natural disasters, construction scheduling problems and weather interference, any of which, if they occurred, could delay the redevelopment or result in a substantial increase in redevelopment costs to the partnership. EVEN IF THE LOAN IS APPROVED, AIMCO PROPERTIES, LP IS NOT OBLIGATED TO PROVIDE THE LOAN. If AIMCO Properties, LP determines that our time frame for the redevelopment of the property is not advantageous for the reasons discussed above, it may determine not to provide the loan to the partnership. In that case, we would not be able to redevelop the property as described in this consent solicitation and our general partners believe the property would become less competitive with other communities in the local market. AIMCO PROPERTIES, LP MAY REQUIRE REPAYMENT OF THE LOAN ON DEMAND. AIMCO Properties, LP will have the right to demand repayment in full of all outstanding principal and accrued interest on the loan at any time. If the partnership does not have sufficient funding sources to repay such amount at that time and is otherwise unable to refinance the loan or work out alternative payment terms with AIMCO Properties, LP, the financial status of the partnership could be jeopardized. THE AVAILABILITY OF REDEVELOPMENT FUNDING SOURCES IN ADDITION TO THE LOAN MAY BE DIFFERENT THAN WE ANTICIPATE. As described below in "Redevelopment Funding" we anticipate that the redevelopment will be funded through a combination of funding sources, which include the retention of cash flow by the partnership and the refinancing of certain debt obligations on our Preston Creek Apartments property in addition to the loan to the partnership by AIMCO Properties, LP. If any of these additional funding sources are not available to the partnership as anticipated, the size of the loan will be larger than currently anticipated and the partnership's ability to repay such loan will be delayed. As a result, the period during which cash flow distributions to our partners are suspended in order to fund the redevelopment and repay the loan would be lengthened. OUR GENERAL PARTNERS HAVE CONFLICTS OF INTEREST. Our general partners have conflicts of interest with respect to the loan and provision of redevelopment services by AIMCO Properties, LP to the partnership. As described in further detail below in "Redevelopment Funding", AIMCO Properties, LP is an affiliate of our managing general partner and will be repaid the outstanding balance of the loan plus accrued interest before the partnership will be permitted to resume any distributions to our limited partners. Another affiliate of our managing general partner will also be paid the redevelopment fees before our limited partners will receive any distributions. Further, Apartment Investment and Management Company, or AIMCO, and its affiliates hold an ownership interest in our general partners as well as 68.27% of the outstanding limited partnership units of the partnership. As a result, AIMCO is in a position to influence all voting decisions with respect to the partnership. (See "Approval of the Loan and Redevelopment Services" for a discussion of AIMCO's effective voting control and certain voting restrictions on the partnership units held by our affiliates.) Although our managing general partner, Fox Capital Management Corporation, owes fiduciary duties to our limited partners, it also owes fiduciary duties to AIMCO, which is its ultimate parent company. NPI Equity Investments II, Inc., the managing general partner of Fox Realty Investors, our other general partner, is also ultimately owned by AIMCO. As a result, our general partner's duties to the partnership and our limited partners may come into conflict with their duties to AIMCO. WHY OUR GENERAL PARTNERS RECOMMEND CONSENTING TO THE LOAN AND THE REDEVELOPMENT SERVICES 3 Our general partners recommend that our limited partners consent to AIMCO Properties, LP's loan to the partnership and the provision of the redevelopment services to the partnership by another affiliate of our managing general partner. Our general partners believe that the redevelopment of our Preston Creek Apartments property, including the redevelopment services, and the planned funding of the redevelopment, including the loan, is in the best interests of the partnership and our limited partners. In making its determination, our general partners considered a number of factors, including the following: o Our general partners believe that redevelopment of the property will eventually allow an increase in the net operating income at the property and will permit the property to remain competitive with other rental properties in the local market. o Our general partners believe that if the redevelopment does not occur, the property will still require in excess of $900,000 in improvements to remedy existing structural problems, including foundation and boiler repair, the replacement of damaged roofing and the repair of vinyl siding, but these structural improvements are not of the type which will increase the net operating income available with respect to the property. o In addition, our general partners believe that if the redevelopment does not occur, the competitiveness of the property with respect to other available communities in the local market will continue to decline as most of such communities have already been redeveloped and are in better condition and have better amenities than our property. o Our general partners have determined that third-party financing is not available for the portion of the redevelopment costs proposed to be funded by AIMCO Properties, LP, and without the loan the redevelopment cannot occur. o Our general partners have determined that the redevelopment fees to be paid to the affiliate of our managing general partner are not in excess of the fees that the partnership would have to pay a third-party to perform the redevelopment services, and that, as an affiliate, it is more familiar with the Preston Creek Apartments property and will be able to plan and supervise the redevelopment more efficiently than a third-party. In general, the partnership regularly evaluates the capital needs and competitive position of our properties by considering various factors, such as the partnership's financial position and real estate market conditions. The partnership monitors our properties' specific locale and sub-market conditions (including stability of the surrounding neighborhood), evaluating resident demand, current trends, competition, new construction and economic changes. The partnership oversees each asset's operating performance and continuously evaluates the physical improvement requirements. In addition, the financing structure for a property (including any prepayment penalties), tax implications, availability of attractive mortgage financing and the investment climate all are considered. Another significant factor that the partnership considers is the tax consequences of a particular sale of property. After taking into account the foregoing considerations, we believe it to be in the best interests of the partnership and our limited partners to redevelop our Preston Creek Apartments property. For these reasons, our general partners have approved the redevelopment of the property, and the planned funding of the redevelopment, including a loan by AIMCO Properties, LP to the partnership and the provision of the redevelopment services by another affiliate of our managing general partner, as described in greater detail below. THE PROPERTY The partnership has owned and operated the Preston Creek Apartments property since 1981. The property is a 228-unit apartment complex located in Dallas, Texas. To our knowledge, the property has not undergone major renovation or redevelopment since its construction in 1979. 4 THE REDEVELOPMENT Our planned redevelopment of the property includes improvements to building structures, apartment interiors, common areas and the property site. The property requires repair of foundation, roofing, siding and boilers. Interior upgrades to the property's apartment units will include upgrades to kitchen appliances such as refrigerators, stoves, microwaves and dishwashers. Common area upgrades will include improvements to the property's pool and hot tubs and removal of its tennis courts. In addition, the property site redevelopment will include improvements to the parking lots, landscaping, exterior lighting, fencing and signage. We plan to start the redevelopment as soon as practicable after we receive the requisite consent of our limited partners needed to approve the loan to us by AIMCO Properties, LP as described below in "Approval of the Loan and Redevelopment Services ". We currently estimate that the redevelopment will take approximately seven months, but many factors could cause the redevelopment period to vary from our estimate, including shortages of materials or skilled labor, labor disputes, unforeseen environmental or engineering problems, work stoppages, scheduling problems, weather interference or natural disasters. See also "Risk Factors" above. We expect that the interior improvements will occur simultaneously with the exterior redevelopment and will not require residents to vacate units before interior improvements can be completed. We currently estimate that the total redevelopment costs will be approximately $2.5 million, excluding any interest on the loan to us by AIMCO Properties, LP. Of course, our estimate assumes that we will be able to start the redevelopment on or before October 1, 2004 and is based on information known to us at this time. Many factors could cause the actual redevelopment costs to vary from our estimate, including construction cost overruns and unforeseen environmental or engineering problems. See also "Risk Factors" above. We plan to use an affiliate of our managing general partner Fox Capital Management Corporation to review the local market where our Preston Creek Apartments property is located and to plan and supervise the redevelopment of such property. The partnership would pay this affiliate a redevelopment planning fee of $25,000 and a redevelopment supervision fee of 4% of the actual redevelopment costs for the Preston Creek Apartments property, or approximately $100,000 based on the current estimated redevelopment costs. REDEVELOPMENT FUNDING We propose to fund the redevelopment through a combination of (1) retention of cash flow by the partnership, (2) refinancing of the partnership's assets with third parties to the extent practicable, and (3) a loan to the partnership by AIMCO Properties, LP, an affiliate of our managing general partner, as described in further detail below. We plan to retain cash flow that would otherwise be distributed to our partners for use as our first source of redevelopment funding. As a result, we will stop making cash flow distributions to our partners as soon as we receive the requisite limited partner consent with respect to the loan to us by our managing general partner. We do not plan to resume cash flow distributions to our partners until the redevelopment is completely funded and the loan to us by AIMCO Properties, LP is fully repaid. We estimate that we will resume cash flow distributions to our partners approximately 12 months following the start of the redevelopment based on information known to us at this time and our projected budget for the redevelopment. Many factors could cause this period to vary, including a change in our projected cash flow, a change in the projected costs of the redevelopment or the availability of alternative funding sources. Based on information known to us at this time, we anticipate that during this period we will withhold approximately $893,000 of cash flow otherwise distributable to our partners, but this amount may vary as the result of many factors, including changes in local market rent rates, occupancy rates, bad debt expense and environmental or other regulatory liabilities experienced by the partnership or our properties and our ability to utilize other funding sources as described below. We currently plan to refinance our assets with third parties to the extent practicable. This refinancing may include a refinancing at the scheduled maturity date of our existing indebtedness or a second mortgage on our assets. If a portion of the redevelopment remains unfunded at the time of any refinancing, we will use the refinancing proceeds to fund the redevelopment. We will not distribute any remaining proceeds until the redevelopment is fully funded and the loan to us by AIMCO Properties, LP is fully repaid. We currently anticipate that third party refinancing of our indebtedness on the Preston Creek Apartments property will be available to us in the end of the third quarter of 2005, but such availability may change as the result of various factors, including changes in existing real estate, debt market and general economic conditions and the economic performance of the partnership and our properties. If we are successful in refinancing this property, we estimate that the refinancing proceeds will be enough for us to fund 5 the balance of any remaining redevelopment costs and to repay any outstanding balance and accrued interest on the loan made to the partnership by AIMCO Properties, but our estimate is subject to change as the result of many factors, including changes in existing real estate, debt market and general economic conditions and the economic performance of the partnership and our properties. Finally, if during any month of the redevelopment the costs exceed the total amount of funding we have after we have used all the sources described above, AIMCO Properties, LP, an affiliate of our managing general partner Fox Capital Management Corporation, will make a loan to the partnership in an amount equal to the shortfall. This loan will accrue interest at an annual rate of 10%, compounded monthly. The principal and accrued interest on this loan will be payable in full at any time upon demand of AIMCO Properties, LP. If at any time we accumulate more funds than we need to pay the remaining redevelopment costs, then we will first repay the entire outstanding balance of and accrued interest on the loan made to us by our managing general partner before we resume any distributions to our partners. Based on our projected redevelopment budget, we estimate that the total principal amount of and any accrued interest on the loan will amount to approximately $2.1 million by the beginning of the second quarter of 2005, and will be repaid at the end of the third quarter of 2005 as described above. Or course many factors could cause the actual size of the loan to vary from this estimate, including changes in redevelopment cost and availability of funding sources. See also "Risk Factors" above. APPROVAL OF THE LOAN AND REDEVELOPMENT SERVICES Our general partners have approved the redevelopment of our Preston Creek Apartments property and the planned funding of the redevelopment, including the loan to the partnership by AIMCO Properties, LP, and the provision of redevelopment services by another affiliate of our managing general partner, and determined that they are in the best interests of the partnership and our limited partners. Section 15.3.12 of our partnership agreement prohibits our general partners and their affiliates from making any short-term unsecured loan to us which bears interest at a rate in excess of 2% above the prime rate charged by Wells Fargo Bank, N.A. of San Francisco. In addition, Section 15.3.29 of our partnership agreement prohibits the partnership from entering into any contract with our general partners or their affiliates to construct or develop partnership properties or to render any services to the partnership in connection with such construction or development. Section 16.2.4 of our partnership agreement provides that the agreement may be amended by a vote of our limited partners owning a majority of the outstanding limited partnership units entitled to vote. Consequently, the loan and provision of redevelopment services to the partnership would require the consent to the loan and redevelopment services and waiver of the provisions prohibiting them by limited partners holding a majority of our outstanding limited partnership units entitled to vote. We have set September 20, 2004 as the record date for determining the limited partners entitled to notice of and consent to the loan and provision of redevelopment services to us by AIMCO Properties, LP and another affiliate of our managing general partner and waive the prohibitions on the loan and redevelopment services in our partnership agreement. Only limited partners of record on this date may execute and deliver a consent form. As of the record date, there were 89,980 limited partnership units issued and outstanding. Each limited partnership unit represents approximately 0.0011% of our outstanding limited partnership units. Our partnership agreement prohibit our managing general partner from voting the limited partnership units owned by it. However affiliates of our managing general partner currently own 61,327.34 limited partnership units, or approximately 68.26% of our outstanding limited partnership units. These affiliates have indicated to us that they will consent to the loan and provision of redevelopment services to the partnership in connection with the redevelopment. However, the 35,473.17 limited partnership units held by affiliate Riverside Drive, LLC are subject to a voting restriction. Riverside Drive, LLC has previously agreed to vote the 35,473.17 limited partnership units it holds (i) against any proposal to increase the fees and other compensation payable by the partnership to our managing general partner, Fox Capital Management Corporation and any of its affiliates, and (ii) with respect to any proposal made by our managing general partner or any of its affiliates in proportion to votes cast by other unitholders. Affiliates of our general partners can vote free of this voting restriction a total of 42,680.12 limited partnership units, or approximately 47.43% of the limited partnership units, consisting of the 25,854.17 limited partnership units held by affiliates other than Riverside Drive, LLC plus a corresponding proportion of the restricted limited partnership units. As a result, the consent of owners not affiliated with our managing general partner holding approximately an additional 1,455.33 limited partnership units (or approximately 2.67% of our unrestricted limited partnership units 6 and approximately 1.62% of our total outstanding limited partnership units) will be required to approve the loan and the redevelopment services because once this percentage is achieved the affiliates of our general partners will automatically vote in favor of the loan and redevelopment services that number of the remaining 18,647.22 restricted limited partnership units which corresponds to 2.67% of our restricted limited partnership units. PLANS AFTER THE REDEVELOPMENT After completion of the redevelopment, we will plan to continue to hold and operate our Preston Creek Apartments property and increase rents to reflect the improvements to the property resulting from the redevelopment. PARTNERSHIP BUSINESS The partnership is a publicly held limited partnership organized in May 1980, under the California Uniform Limited Partnership Act, to acquire and operate residential apartment complexes. The general partners are Fox Capital Management Corporation and Fox Realty Investors. Our managing general partner is Fox Capital Management Corporation. Fox Capital Management Corporation is a subsidiary of AIMCO, and the managing general partner of Fox Realty Investors is an AIMCO affiliate. Our partnership agreement provides that the term of the partnership terminates on December 31, 2020, unless terminated before such date. Our primary business is to hold for investment and ultimately sell our income-producing real estate properties. Funds we obtained during our public offering were invested in 17 apartment properties. We have sold 15 of these investment properties and, as of the date of this consent solicitation, continue to operate the remaining two residential apartment complexes located in Texas. See below for a description of our remaining properties. During the partnership's public offering of limited partnership units beginning in July 1980 and ending in April 1981, the partnership offered up to $90,000,000 in limited partnership units. Upon termination of the offering, the partnership had sold limited partnership units having an initial cost of $89,980,000. Since our initial offering, we have not received, nor are our limited partners required to make, additional capital contributions. We intend to maximize the operating results and, ultimately, the net realizable value of each of our properties in order to achieve the best possible return for our limited partners. These results may best be achieved by holding and operating the properties or through property sales or exchanges, refinancings, debt restructurings or relinquishment of the assets. We evaluate each of our holdings periodically to determine the most appropriate strategy for each of our assets. We have no employees. Management and administrative services are performed by our managing general partner and by agents retained by it. An affiliate of our managing general partner provides property management services for our properties. For information on certain of our pending litigation, please refer to our most recent reports on Forms 10-KSB and 10-QSB (for the year ended December 31, 2003 and the three months ended March 31, 2004 and the three months ended June 30, 2004) filed with the Securities and Exchange Commission. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding our limited partnership units owned by each person or entity who is known by us to own beneficially more than 5% of the limited partnership units as of September 3, 2004: 7
NAME AND ADDRESS NUMBER OF LIMITED PARTNERSHIP OF BENEFICIAL OWNER UNITS PERCENT OF CLASS Fox Capital Management Corp. 100 0.11% (an affiliate of AIMCO) AIMCO IPLP, L.P. 107 0.12% (an affiliate of AIMCO) Riverside Drive, LLC 35,473.17 39.43% (an affiliate of AIMCO) Madison River Properties, LLC 4,222 4.69% (an affiliate of AIMCO) AIMCO Properties, LP 21,525.17 23.92% (an affiliate of AIMCO) TOTAL: 61,427.34 68.27%
AIMCO IPLP, L.P. (formerly known as Insignia Properties, L.P.), Riverside Drive, LLC, Fox Capital Management Corporation and Madison River Properties, LLC are indirectly ultimately owned by AIMCO. Their business address is 55 Beattie Place, Greenville, South Carolina 29602. AIMCO Properties, L.P., is indirectly ultimately controlled by AIMCO. Its business address is 4582 S. Ulster Street Parkway, Suite 1100, Denver Colorado 80237. No director or officer of our managing general partner, Fox Capital Management Corporation, owns any limited partnership units. Our managing general partner owns 100 limited partnership units as required by the terms of the partnership agreement governing the partnership. PARTNERSHIP PROPERTIES The following table sets forth our current investment in real property:
PROPERTY DATE OF PURCHASE TYPE OF OWNERSHIP USE Preston Creek Apartments, 8/81 Fee ownership, subject to Apartment - 228 units Dallas, Texas a first mortgage Lakeside Place Apartments, 12/80 Fee ownership, subject to Apartment - 460 units Houston, Texas a first mortgage
WHERE YOU CAN FIND MORE INFORMATION ABOUT THE PARTNERSHIP We are subject to the informational requirements of the Securities Exchange Act of 1934 and are required to file annual and quarterly reports, proxy statements and other information with the SEC. You can inspect and copy reports and other information filed by us with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0300. The SEC also maintains an Internet site at http://www.sec.gov that contains reports and proxy and information statements regarding issuers, including us, that file electronically with the SEC. You should only rely on the information provided in this consent solicitation or any supplement or on information we have filed with the SEC. We have not authorized anyone else to provide you with information. You should not assume that the information in this consent solicitation or any supplement or in any of our filings with the SEC is accurate as of any date other than the date on the front of this consent solicitation or the supplement or as of the date of such filings. You may request a copy of our filings with the SEC, at no cost, by writing or calling us at the following address or telephone number: c/o THE ALTMAN GROUP, INC., 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071, telephone: (800) 217-9608. SOLICITATION OF CONSENTS We will solicit consents by mail, telephone, e-mail and in person. Solicitation may be made by our representatives, none of whom will receive additional compensation for such solicitations. The cost of preparing, assembling, 8 printing and mailing this consent solicitation and the enclosed consent form will be borne by the partnership. We have retained The Altman Group, Inc. to act as our solicitation agent in connection with this consent solicitation. The fees and expenses of our solicitation agent will be paid by the partnership and are estimated to be approximately $4,500. CONSENT PROCEDURES LIMITED PARTNERS WHO WISH TO CONSENT TO THE LOAN AND THE REDEVELOPMENT SERVICES SHOULD DO SO BY MARKING THE APPROPRIATE BOX ON THE INCLUDED CONSENT FORM AND BY SIGNING, DATING AND DELIVERING THE CONSENT FORM TO THE SOLICITATION AGENT BY HAND, MAIL, OVERNIGHT COURIER OR FACSIMILE AT THE ADDRESS OR FACSIMILE NUMBER SET FORTH ON THE CONSENT FORM, ALL IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND THEREIN. All consent forms that are properly completed, signed and delivered to our solicitation agent and not properly revoked (See "Revocation of Instructions" below) prior to 5:00 p.m., New York City time, on November 15, 2004, will be given effect in accordance with the specifications thereof. IF A CONSENT FORM IS DELIVERED AND NEITHER THE "CONSENTS," THE "WITHHOLDS CONSENT" NOR THE "ABSTAINS" BOX IS MARKED, BUT THE CONSENT FORM IS OTHERWISE PROPERLY COMPLETED AND SIGNED, THE LIMITED PARTNER WILL BE DEEMED TO HAVE CONSENTED TO THE LOAN AND THE REDEVELOPMENT SERVICES. Consent forms must be executed in exactly the same manner as the name(s) in which ownership of the limited partnership units is registered. If the limited partnership units to which a consent form relates are held by two or more joint holders, all such holders should sign the consent form. If a consent form is signed by a trustee, partner, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary, agency or representative capacity, such person must so indicate when signing and submit with the consent form evidence satisfactory to us of authority to execute the consent form. The execution and delivery of a consent form will not affect a limited partner's right to sell or transfer the limited partnership units. All consent forms received by the solicitation agent (and not properly revoked) prior to 5:00 p.m., New York City time, on November 15, 2004 will be effective notwithstanding a record transfer of such limited partnership units subsequent to the record date, unless the limited partner revokes such consent form prior to 5:00 p.m., New York City time, on November 15, 2004 by following the procedures set forth under "Revocation of Instructions" below. All questions as to the validity, form and eligibility (including time of receipt) regarding consent procedures will be determined by us in our sole discretion, which determination will be conclusive and binding. We reserve the right to reject any or all consent forms that are not in proper form. We also reserves the right to waive any defects, irregularities or conditions of delivery as to particular consent forms. Unless waived, all such defects or irregularities in connection with the deliveries of consent forms must be cured within such time as we determine. Neither we nor any of our affiliates or any other persons shall be under any duty to give any notification of any such defects, irregularities or waivers, nor shall any of them incur any liability for failure to give such notification. Deliveries of consent forms will not be deemed to have been made until any irregularities or defects therein have been cured or waived. The interpretations of the terms and conditions of this solicitation by us shall be conclusive and binding. REVOCATION OF INSTRUCTIONS Any limited partner who has delivered a consent form to our solicitation agent may revoke the instructions set forth in the consent form by delivering to our solicitation agent a written notice of revocation prior to 5:00 p.m., New York City time, on November 15, 2004. In order to be effective, a notice of revocation of the instructions set forth in a consent form must (i) contain the name of the person who delivered the consent form, (ii) be in the form of a subsequent consent form marked either as "CONSENTS," "WITHHOLDS CONSENT" or "ABSTAINS," as the case may be, or in a writing delivered to us stating that the prior consent form is revoked, (iii) be signed by the limited partner in the same manner as the original signature on the consent form, and (iv) be received by our solicitation agent prior to 5:00 p.m., New York City time, on November 15, 2004 at one of its addresses or facsimile number set forth on the consent form. A purported notice of revocation that lacks any of the required information, is dispatched to an improper address or telephone number or is not received in a timely manner will not 9 be effective to revoke the instructions set forth in a consent form previously given. A revocation of the instructions set forth in a consent form can only be accomplished in accordance with the foregoing procedures. NO LIMITED PARTNER MAY REVOKE THE INSTRUCTIONS SET FORTH IN A CONSENT FORM AFTER 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 15, 2004. NO APPRAISAL RIGHTS Our limited partners are not entitled to dissenters' appraisal rights under California law or our partnership agreement in connection with the loan to us by AIMCO Properties, LP to fund the redevelopment or the provision to us of the redevelopment services by another affiliate of our managing general partner. REGULATORY APPROVALS Other than the filing and distribution of this consent solicitation, no regulatory approvals are required for the loan to us by AIMCO Properties, LP to fund the redevelopment or the provision to us of the redevelopment services by another affiliate of our managing general partner. DELIVERY OF DOCUMENTS TO SECURITY HOLDERS This consent solicitation is being sent to all holders of record of our outstanding limited partnership units as of the record date We will promptly send upon written or oral request additional copies of this consent solicitation to any limited partner that requests additional copies. In order to obtain additional copies, please contact us by mail at c/o THE ALTMAN GROUP, INC., 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071; by telephone at (800) 217-9608; or by facsimile at (201) 460-0050. 10 CONSENT OF LIMITED PARTNER OF CENTURY PROPERTIES FUND XV A CALIFORNIA LIMITED PARTNERSHIP The undersigned, a limited partner of Century Properties Fund XV, a California limited partnership, and the holder of units of limited partnership interest in the partnership, acting with respect to all of the units owned by the undersigned, hereby: [___] CONSENTS [___] WITHHOLDS CONSENT [___] ABSTAINS with respect to the following: 1. The waiver of the prohibitions set forth in the partnership agreement of the partnership on (a) a loan to the partnership by AIMCO Properties, LP, an affiliate of the managing general partner of the partnership, and (b) the provision to the partnership of redevelopment services by another affiliate of the managing general partner, such waiver to be used solely to fund a portion of the redevelopment of the partnership's property known as the Preston Creek Apartments, located in Dallas, Texas and to permit the provision of redevelopment services with respect to such property, in each case, as described in further detail in the consent solicitation, dated September 17, 2004. OUR GENERAL PARTNERS RECOMMEND THAT YOU CONSENT TO THE WAIVER AND PERMIT THE LOAN AND THE PROVISION OF THE REDEVELOPMENT SERVICES. IF NO ELECTION IS SPECIFIED, ANY OTHERWISE PROPERLY COMPLETED AND SIGNED CONSENT FORM WILL BE DEEMED TO BE A CONSENT TO THE WAIVER AND PERMIT THE LOAN AND THE PROVISION OF REDEVELOPMENT SERVICES. The undersigned hereby acknowledges receipt of the consent solicitation, dated September 17, 2004. THIS CONSENT IS SOLICITED ON BEHALF OF CENTURY PROPERTIES FUND XV, BY FOX CAPITAL MANAGEMENT CORPORATION AND FOX REALTY INVESTORS, ITS GENERAL PARTNERS. The undersigned hereby constitutes and appoints the managing general partner of the partnership as his or her attorney-in-fact for the purposes of executing any and all documents and taking any and all actions required under the partnership agreement in connection with this consent solicitation or in order to implement the actions set forth above. A FULLY COMPLETED, SIGNED AND DATED COPY OF THIS CONSENT FORM SHOULD BE SENT TO THE SOLICITATION AGENT BY HAND, MAIL, OVERNIGHT COURIER OR BY FAX TO THE ADDRESS OR FAX NUMBER SPECIFIED ON THE LAST PAGE BELOW. Please sign exactly as you hold your limited partnership units. When signing as an attorney-in-fact, executor, administrator, trustee or guardian, please give your full title. If an interest is jointly held, each holder should sign. If a corporation, please sign in full corporate name by a duly authorized officer. If a partnership, please sign in partnership name by a duly authorized person. ALL RESPONSES MUST BE RECEIVED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 15, 2004. [Signature Page Follows] DATE: , 2004 INDIVIDUAL -------------- --- ------------------------------------------- Signature (Individual) ------------------------------------------- Signature (All record holders should sign) ------------------------------------------- Type or Print Name(s) ------------------------------------------- Tax Identification or Social Security Number -------------------------- Telephone Number DATE: , 2004 CORPORATION, PARTNERSHIP, TRUST OR OTHER -------------- --- ENTITY* ------------------------------------------- Type or Print Name of Entity By: ---------------------------------------- Its: --------------------------------------- ------------------------------------------- Type or Print Name ------------------------------------------- Tax Identification or Social Security Number -------------------------- Telephone Number *If interests are held by an entity, the Certificate of Signatory must also be completed. CERTIFICATE OF SIGNATORY To be completed if consent is signed for by an entity. I, _____________________, am the __________________ of _______________________. I certify that I am empowered and duly authorized by the above entity to execute this consent form, and certify that the consent form has been duly and validly executed on behalf of the entity and constitutes the legal and binding obligations of the entity. Dated: , 2004 ------------- ---- ------------------------------------------- Signature ------------------------------------------- Please Print Name THE SIGNED CONSENT FORM SHOULD BE DELIVERED BY ANY ONE OF THESE METHODS: By Facsimile: By Overnight Courier: (201) 460-0050 The Altman Group, Inc. 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 By Mail: By Hand: The Altman Group, Inc. The Altman Group, Inc. 1275 Valley Brook Avenue 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 For Information, Please Call The Altman Group at: (800) 217-9608 -----END PRIVACY-ENHANCED MESSAGE-----