-----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, VFoCI8uuf7UOn7+nt24lVc3TfFm6wlQIcRW0Wu5wNtF/UFpv+ukgpNeKtPNxuMfX ggn8jDMSC/8MGiWxpHSloQ== 0000950134-04-016750.txt : 20041108 0000950134-04-016750.hdr.sgml : 20041108 20041108165353 ACCESSION NUMBER: 0000950134-04-016750 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041108 DATE AS OF CHANGE: 20041108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVII CENTRAL INDEX KEY: 0000356472 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942782037 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-44273 FILM NUMBER: 041126369 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVII CENTRAL INDEX KEY: 0000356472 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942782037 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 SC 14D9 1 d18175bsc14d9.txt SCHEDULE 14D-9 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 XVII - -------------------------------------------------------------------------------- (Name of Subject Company) CENTURY PROPERTIES FUND XVII - -------------------------------------------------------------------------------- (Names of Persons Filing Statement) LIMITED PARTNERSHIP UNITS - -------------------------------------------------------------------------------- (Title of Class of Securities) NONE - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) MARTHA L. LONG APARTMENT INVESTMENT AND MANAGEMENT COMPANY 55 BEATTIE PLACE P.O. BOX 1089 GREENVILLE, SOUTH CAROLINA 29602 (864) 239-1000 - -------------------------------------------------------------------------------- (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 XVII, a California limited partnership (the "Partnership"), at a price of $258.58 per unit in cash, subject to the conditions set forth in the Litigation Settlement Offer dated November 8, 2004, and in the related Letter of Transmittal, as each may be amended and supplemented from time to time (collectively, the "Offer"). Copies of the Litigation Settlement Offer 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 Litigation Settlement Offer is incorporated herein by reference. The Partnership's principal executive offices 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 XVII, of which 75,000 units were issued and outstanding as of September 30, 2004. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON. (a) This Schedule 14D-9 is being filed by Century Properties Fund XVII, a California limited partnership (the "Partnership"), of which the sole general partner is Fox Partners. The Partnership's principal executive offices 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 Litigation Settlement Offer 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 Litigation Settlement Offer 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 Litigation Settlement Offer 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 Litigation Settlement Offer and the related Letter of Transmittal is incorporated herein by reference. ITEM 9. EXHIBITS. (a)(1) Litigation Settlement Offer dated November 8, 2004 (incorporated by reference herein to the applicable exhibit filed with the Schedule TO filed November 8, 2004, relating to the Offer). (a)(2) Letter of Transmittal and related Instructions (incorporated by reference herein) to the applicable exhibit filed with the Schedule TO filed November 8, 2004, relating to the Offer). (a)(3) Letter from AIMCO OP to the Limited Partners of Century Properties Fund XVII (incorporated by reference herein) to the applicable exhibit filed with the Schedule TO filed November 8, 2004, relating to the Offer). (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 XVII By: Fox Partners General Partner By: Fox Capital Management Corporation Managing General Partner By: /s/ MARTHA L. LONG ------------------------------------ Martha L. Long Senior Vice President Dated: November 8, 2004 4 -----END PRIVACY-ENHANCED MESSAGE-----