SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

(Amendment No. 2)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER

SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

CENTURY PROPERTIES FUND XVII, LP

(Name of the Issuer)

CENTURY PROPERTIES FUND XVII, LP

FOX PARTNERS

FOX CAPITAL MANAGEMENT CORPORATION

AIMCO PROPERTIES, L.P.

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO/IPT, INC.

AIMCO-GP, INC.

AIMCO IPLP, L.P.

AIMCO CPF XVII MERGER SUB LLC

(Name of Person(s) Filing Statement)

Series A Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

John Bezzant

Executive Vice President

Apartment Investment and Management Company

4582 South Ulster Street, 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)

WITH COPIES TO:

Jonathan Friedman, Esq.	Joseph Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP	Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400	Four Times Square
Los Angeles, CA 90071	New York, NY 10036

This statement is filed in connection with (check the appropriate box):

a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	þ	The filing of a registration statement under the Securities Act of 1933.
c.	¨	A tender offer.
d.	¨	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: þ

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$7,354,906.86	$853.21

* For purposes of calculating the fee only. This amount was calculated by multiplying the 22,134 Series A limited partnership units held by limited partners unaffiliated with AIMCO Properties, L.P. by $332.29 per limited partnership unit.

** Calculated as the sum of (i) the initial transaction valuation of $6,887,658.12 multiplied by 0.0001161, and (ii) the increase in transaction value of $467,248.74 multiplied by 0.0001146

þ Check the 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: $799.66	Filing Party:	Apartment Investment and Management Company; AIMCO Properties, L.P.
Form or Registration No.: Form S-4	Date Filed: July 28, 2011
(Registration No. 333-175846)
Amount Previously Paid: $53.55	Filing Party:	Apartment Investment and Management Company; AIMCO Properties, L.P.
Form or Registration No.: Form S-4	Date Filed: December 19, 2011
(Registration No. 333-175846)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed solely to report the results of the Rule 13e-3 transaction subject to this Schedule 13E-3.

On December 19, 2011, Century Properties Fund XVII, LP, a Delaware limited partnership (the “Partnership”) entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”) with AIMCO Properties, L.P., a Delaware limited partnership (“AIMCO Properties”) and AIMCO CPF XVII Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the “Merger Subsidiary”). The Amended and Restated Merger Agreement provides for the Merger Subsidiary to be merged with and into the Partnership, with the Partnership as the surviving entity (the “Merger”), upon approval by a majority in interest of the Series A units of limited partnership interest of the Partnership (the “Series A Units”) outstanding.

On February 21, 2012, AIMCO Properties and its affiliates took action by written consent to approve the Merger, which was completed on February 21, 2012. Prior to the Merger, there were 74,985 Series A Units issued and outstanding, of which AIMCO Properties and its affiliates owned 52,866 Series A Units (approximately 70.5%) and had the right to vote 41,240 Series A Units (approximately 55%) without restriction. In the Merger, each Series A Unit outstanding immediately prior to the Merger (other than Series A Units as to which appraisal rights are elected) was converted into the right to receive, at the election of the holder, either $332.29 in cash (the “Cash Consideration”), or 13.29 partnership common units of AIMCO Properties. Limited partners who reside in the State of California, or who fail to make an election, will receive only the Cash Consideration. In the Merger, AIMCO Properties’ membership interest in the Merger Subsidiary was converted into 1,000 Series A Units. Fox Partners continues to be the sole general partner of the Partnership, and the Partnership’s agreement of limited partnership in effect immediately prior to the Merger remains unchanged.

1

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2012
	CENTURY PROPERTIES FUND XVII, LP
	By:	Fox Partners, Its General Partner
		By:	Fox Capital Management Corporation, Its Managing General Partner
			By:	/s/ Trent A. Johnson
				Name: Trent A. Johnson
				Title:   Vice President and             Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2012
	FOX PARTNERS
	By:	FOX CAPITAL MANAGEMENT CORPORATION, Its Managing General Partner
		By:	/s/ Trent A. Johnson
			Name: Trent A. Johnson
			Title:   Vice President and             Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2012
	FOX CAPITAL MANAGEMENT CORPORATION
	By:	/s/ Trent A. Johnson
		Name: Trent A. Johnson
		Title:   Vice President and             Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2012
	AIMCO PROPERTIES, L.P.
	By:	AIMCO-GP, INC., Its General Partner
		By:	/s/ Trent A. Johnson
			Name: Trent A. Johnson
			Title:   Vice President and             Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2012
	APARTMENT INVESTMENT AND MANAGEMENT COMPANY
	By:	/s/ Trent A. Johnson
		Name: Trent A. Johnson
		Title:   Vice President and           Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2012
	AIMCO/IPT, INC.
	By:	/s/ Trent A. Johnson
		Name: Trent A. Johnson
		Title:   Vice President and             Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2012
	AIMCO-GP, INC.
	By:	/s/ Trent A. Johnson
		Name: Trent A. Johnson
		Title:   Vice President and             Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2012
	AIMCO IPLP, L.P.
	By:	AIMCO/IPT, INC., Its General Partner
		By:	/s/ Trent A. Johnson
			Name: Trent A. Johnson
			Title:   Vice President and             Assistant General Counsel

SIGNATURE

After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: February 21, 2012

AIMCO CPF XVII MERGER SUB LLC
By:	AIMCO PROPERTIES, L.P., Its Sole Member
	By:	AIMCO-GP, INC., Its General Partner
		By:	/s/ Trent A. Johnson
			Name: Trent A. Johnson
			Title:   Vice President and             Assistant General Counsel

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
(a)	Information Statement/Prospectus (the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on December 19, 2011 is incorporated herein by reference).
(b)	Senior Secured Credit Agreement, dated as of December 13, 2011, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., the lenders party thereto, KeyBank National Association, as administrative agent, swing line lender and a letter of credit issuer, Wells Fargo Bank, N.A., as syndication agent and Bank of America, N.A. and Regions Bank, as co-documentation agents (Exhibit 10.1 to Aimco’s and Aimco OP’s Current Report on Form 8-K, dated December 13, 2011 is incorporated herein by this reference).
(c)(1)	Appraisal Report, dated as of March 15, 2011, by Cogent Realty Advisors, LLC, related to Peakview Place Apartments (Exhibit 99.1 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(2)	Supplemental Letter, dated as of June 17, 2011, by Cogent Realty Advisors, LLC, related to Peakview Place Apartments (Exhibit 99.2 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(3)	Supplemental Letter, dated as of December 5, 2011, by Cogent Realty Advisors, LLC, related to Peakview Place Apartments (Exhibit 99.7 to Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on December 19, 2011 is incorporated herein by reference).
(c)(4)	Appraisal Report, dated as of March 16, 2011, by Cogent Realty Advisors, LLC, related to Creekside Apartments (Exhibit 99.3 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(5)	Supplemental Letter, dated as of June 17, 2011, by Cogent Realty Advisors, LLC, related to Creekside Apartments (Exhibit 99.4 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(6)	Supplemental Letter, dated as of December 5, 2011, by Cogent Realty Advisors, LLC, related to Creekside Apartments (Exhibit 99.8 to Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on December 19, 2011 is incorporated herein by reference).
(c)(7)	Appraisal Report, dated as of March 21, 2011, by Cogent Realty Advisors, LLC, related to The Village in the Woods Apartments (Exhibit 99.5 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(8)	Supplemental Letter, dated as of June 3, 2011, by Cogent Realty Advisors, LLC, related to The Village in the Woods Apartments (Exhibit 99.6 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference).
(c)(9)	Supplemental Letter, dated as of December 7, 2011, by Cogent Realty Advisors, LLC, related to The Village in the Woods Apartments (Exhibit 99.9 to Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on December 19, 2011 is incorporated herein by reference).
(c)(10)	Opinion of Duff & Phelps, LLC, dated as of December 19, 2011 (Annex C to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on December 19, 2011 is incorporated herein by reference).
(c)(11)	Board Presentation dated December 19, 2011, prepared by Duff & Phelps, LLC (Exhibit (c)(11) to Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission by Century Properties Fund XVII, LP, Fox Partners, Fox Capital Management Corporation, Aimco OP, Aimco, AIMCO/IPT, Aimco GP, AIMCO IPLP and AIMCO CPF XVII Merger Sub LLC on December 19, 2011 is incorporated herein by reference).
(d)(1)	Amended and Restated Agreement and Plan of Merger, dated as of December 19, 2011 (Exhibit 10.1 to the Current Report on Form 8-K filed by CPF XVII on December 19, 2011 is incorporated herein by reference).

(d)(2)	Amendment to the Amended and Restated Agreement and Plan of Merger, dated as of February 21, 2012, by and among Century Properties Fund XVII, LP, AIMCO Properties, L.P. and AIMCO CPF XVII Merger Sub LLC.
(f)	Appraisal Rights of Limited Partners (Annex B to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-175846, filed by Aimco and Aimco OP on December 19, 2011 is incorporated herein by reference).
(g)	Not applicable.

EX-99.(D)(2)

Exhibit (d)(2)

AMENDMENT

TO

THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

OF

CENTURY PROPERTIES FUND XVII, LP

This AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER OF CENTURY PROPERTIES FUND XVII, LP, dated as of February 21, 2012 (this “Amendment”), is made by and among CENTURY PROPERTIES FUND XVII, LP, a Delaware limited partnership (“CPF XVII”), AIMCO CPF XVII MERGER SUB LLC, a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (“Aimco OP”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).

WHEREAS, the parties hereto desire to amend the Amended and Restated Agreement and Plan of Merger, dated as of December 19, 2011 (the “Merger Agreement”), by and among CPF XVII, the Aimco Subsidiary and Aimco OP, as set forth herein.

NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, CPF XVII, the Aimco Subsidiary and Aimco OP hereby agree as follows:

1. Amendment to the Merger Agreement. Section 6 of the Merger Agreement is hereby amended to read in its entirety as follows:

SECTION 6. Treatment of Interests in Aimco Subsidiary. The entire membership interest in the Aimco Subsidiary immediately prior to the Effective Time shall be converted into one thousand (1,000) Series A Units of the Surviving Entity.

2. Miscellaneous.

(a) Effect of Amendment. In the event of any conflict or inconsistency between the terms of the Merger Agreement and the terms of this Amendment, the terms of this Amendment shall prevail, and any conflicting or inconsistent provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment.

(b) Ratification. Except as otherwise expressly modified hereby, the Merger Agreement shall remain in full force and effect, and all of the terms and provisions of the Merger Agreement, as herein modified, are hereby ratified and reaffirmed.

(c) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW.

(Remainder of This Page Intentionally Left Blank)

IN WITNESS WHEREOF, CPF XVII, the Aimco Subsidiary and Aimco OP have caused this Amendment to be signed by their respective duly authorized officers as of the date first above written.

CENTURY PROPERTIES FUND XVII, LP
By:	Fox Partners, Its General Partner
	By:	Fox Capital Management Corporation, Its Managing General Partner
		By:	/s/    Trent A. Johnson
			Name: Trent A. Johnson
			Title:   Vice President and             Assistant General Counsel
AIMCO CPF XVII MERGER SUB LLC
By:	AIMCO Properties, L.P., Its Sole Member
	By:	AIMCO-GP, Inc., Its General Partner
		By:	/s/    Trent A. Johnson
			Name: Trent A. Johnson
			Title:   Vice President and             Assistant General Counsel
AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, Inc., Its General Partner
	By:	/s/    Trent A. Johnson
		Name:	Trent A. Johnson
		Title:	Vice President and Assistant General Counsel