-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Ad+R8r2CJL5ppyNDZZpnHKxB+dG/lHiRnXGX2mW8qe6+NGnAwGZm9ZNnMpm63cfr dYQ/2+eQcptplMmlOcf+jw== 0000890587-94-000175.txt : 19941116 0000890587-94-000175.hdr.sgml : 19941116 ACCESSION NUMBER: 0000890587-94-000175 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19941115 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XIX CENTRAL INDEX KEY: 0000705752 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 942887133 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43357 FILM NUMBER: 94560370 BUSINESS ADDRESS: STREET 1: 5665 NORTHSIDE DR NW STREET 2: SUITE 370 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 4049169090 MAIL ADDRESS: STREET 1: 5665 NORTHSIDE DRIVE NW STREET 2: SUITE 370 CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEFOREST VENTURES I L P CENTRAL INDEX KEY: 0000931436 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 100 JERICHO QUADRANGLE SUITE 214 CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5168220022 MAIL ADDRESS: STREET 2: 100 JERICHO QUADRANGLE SUITE 214 CITY: JERICHO STATE: NY ZIP: 11753 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 Amendment No. 1 _______________________ CENTURY PROPERTIES FUND XIX (Name of Subject Company) DEFOREST VENTURES I L.P. (Bidder) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) _______________________ Michael L. Ashner Copy to: DeForest Capital I Corporation Mark I. Fisher 100 Jericho Quadrangle Rosenman & Colin Suite 214 575 Madison Avenue Jericho, New York 11735-2717 New York, New York 10022-2585 (516) 822-0022 (212) 940-8877 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) CUSIP No. None 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person DeForest Ventures I L.P. I.R.S. I.D. No. 11-3230287 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Sources of Funds (See Instructions) WC; OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) [ ] 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned by Each Reporting Person 235 Units 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) [ ] 9. Percent of Class Represented by Amount in Row (7) 0.3% 10. Type of Reporting Person (See Instructions) PN This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1, dated October 17, 1994, filed by DeForest Ventures I L.P., a Delaware corporation (the "Purchaser"), relating to the Purchaser's offer to purchase outstanding units of limited partnership interest of Century Properties Fund XIX, a California limited partnership, at $60 per Unit, net to the seller in cash. Item 1. Security and Subject Company. Item 1(b) is hereby amended by (i) deleting the number "43,756" appearing in the third line thereof, and substituting in its place the number "34,377", (ii) deleting the phrase "(the "Offer to Purchase")" appearing in the sixth and seventh line thereof, and (iii) inserting before the period appearing after the word "respectively" in the ninth line thereof, the phrase ", as such Offer to Purchase is supplemented and amended by Supplement No. 1 dated November 15, 1994 ("Supplement No. 1"), a copy of which is attached hereto as Exhibit (a)(4) (the above-referenced Offer to Purchase, as supplemented and amended by Supplement No. 1. is referred to herein as, the "Offer to Purchase")". Item 10. Additional Information. Item 10(f) is hereby amended by adding after the only sentence thereof, the following sentence: "Reference is hereby also made to Supplement No. 1, a copy of which is attached hereto as Exhibit (a)(4), and which is incorporated herein in its entirety by reference. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended by adding the following, which are attached hereto as exhibits: (a)(4) Supplement No. 1 to Offer to Purchase dated November 15, 1994. (a)(5) Cover Letter, dated November 15, 1994, from the Purchaser to Unitholders. (a)(6) Press Release issued November 15, 1994. Signatures 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: November 15, 1994 DEFOREST VENTURES I L.P. By: DeForest Capital I Corporation, its General Partner By: /s/ Michael L. Ashner Name: Michael L. Ashner Title: President Exhibit Index Sequentially Exhibit Description Numbered Page (a)(4) Supplement No. 1 to Offer to Purchase dated November 15, 1994........................ (a)(5) Cover Letter, dated November 15, 1994, from the Purchaser to Unitholders.............. (a)(6) Press Release issued November 15, 1994......... EX-20 2 Supplement to Offer to Purchase for Cash Units of Limited Partnership Interest of CENTURY PROPERTIES FUND XIX by DEFOREST VENTURES I L.P. THE OFFER, WITHDRAWL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 29, 1994, UNLESS EXTENDED. On October 17, 1994, DeForest Ventures I L.P., a newly formed Delaware limited partnership (the "Purchaser"), offered to purchase up to 43,756 of the outstanding Units of Limited Partnership Interest (the "Units") of Century Properties Fund XIX, a California limited partnership (the "Partnership"), at a purchase price of $60 per Unit, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in an Offer to Purchase, dated October 17, 1994, and in a related Letter of Transmittal. The Offer to Purchase is hereby amended and supplemented in the manner set forth below (the Offer to Purchase, the Letter of Transmittal and this Supplement together constitute the "Offer"). The number of Units sought pursuant to the Offer has been decreased to 34,377 Units, representing approximately 38.5% of the Units outstanding as of October 10, 1994. If more than 34,377 Units are validly tendered and not withdrawn, the Purchaser will accept for purchase on a pro rata basis 34,377 Units, subject to the terms and conditions of the Offer. As of November 11, 1994, tenders for 10,948 Units had been received by the Purchaser. In addition, the Offer has been extended and will now expire at 12:00 midnight, New York City time, on November 29, 1994, unless further extended. As a result of the decrease in the number of Units sought pursuant to the Offer, and decreases in the number of Units sought in tender offers for other affiliated partnerships, the maximum aggregate amount of funds which will be obtained from the debt financing previously disclosed has been reduced from $55 million to approximately $44.5 million. The balance required to consummate the Offer and the related offers will, as previously disclosed, be obtained from capital contributions. As previously disclosed in the Offer, the Purchaser will have the right to vote each Unit purchased. As a result, the Purchaser could be in a position to significantly influence all voting decisions with respect to the Partnership. The Purchaser had previously agreed, for the benefit of non-tendering Unitholders, that the Purchaser would vote its Units in proportion to the votes cast by other Unitholders on matters put to a vote of Unitholders which proposed to change the fees and other compensation payable by the Partnership to the General Partner (as defined in the Offer to Purchase) and any of its affiliates. In lieu of such agreement, the Purchaser now agrees to vote its Units against any proposal (including a proposal by the Purchaser, the General Partner and any affiliates thereof) to increase the existing fees and other compensation presently received by the General Partner and any of its affiliates from the Partnership. In addition, the Purchaser further agrees that with respect to any other matter proposed by the Purchaser, the General Partner or any of their affiliates, the Purchaser will vote its Units in proportion to the votes cast by other Unitholders. Except for the foregoing, no other limitations are imposed on the Purchaser's right to vote each Unit purchased, including any vote on the removal of the General Partner. On November 2, 1994, Lawrence Whiteside, a limited partner of the Partnership, commenced an action in the Superior Court of California, County of San Mateo, against, among others, the Purchaser, the General Partner and various affiliates of the Purchaser and the General Partner. The action alleges, among other things, that the Offer constitutes (a) a breach of the fiduciary duty owed to the limited partners of the Partnership, and (b) a breach of, or an inducement to breach, the provisions of the Partnership Agreement of the Partnership (the "Partnership Agreement"). The action, which has been brought as a class action on behalf of limited partners, seeks to enjoin the Offer as well as monetary damages in an unspecified amount. The Purchaser believes that the action is without merit. On November 3, 1994, the Superior Court denied plaintiff's motion for a temporary restraining order with respect to the Offer. A hearing on a motion for a preliminary injunction is scheduled to be heard on November 18, 1994. On November 8, 1994, Sidney Finkel and Bonnie L. Ruben, limited partners of MRI Business Properties Fund, Ltd. II ("MRI II") and MRI Business Properties Fund, Ltd. III ("MRI III"), respectively, commenced an action in the United States District Court for the Northern District of Georgia, Atlanta Division, against, among others, the Purchaser, the General Partner, MRI II, MRI III and various affiliates of the Purchaser and the General Partner. The action alleges, among other things, that the Offer constitutes (a) a violation of federal securities law, (b) a breach of the fiduciary duty owed to the limited partners of the Partnership, and (c) a breach of the provisions of the Partnership Agreement. The action, which has been brought as a class action on behalf of limited partners, seeks to enjoin the Offer as well as monetary damages in an unspecified amount. The Purchaser believes that the action is without merit. Unitholders are referred to the financial and other information included in the Partnership's Quarterly Report on Form 10-Q for the nine months ended September 30, 1994. Such report and other documents may be examined and copies may be obtained from the offices of the Securities and Exchange Commission (the "Commission") at 450 Fifth Street, N.W., Washington, D.C 20549, and at the regional offices of the Commission located in the Northwestern Atrium Center, 500 Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, New York, New York 10048. Copies should be available by mail upon payment of the Commission's customary charges by writing to the Commission's principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549. Except as supplemented and/or amended by this Supplement, the information set forth in the Offer remains unchanged. November 15, 1994 EX-20 3 DeForest Ventures I L.P. 5665 Northside Drive, N.W., Suite 370 Atlanta Georgia 30328 November 15, 1994 Dear Unitholder: As you know, on October 17, 1994, DeForest Ventures I L.P. (the "Purchaser") commenced an offer to purchase outstanding Units of Limited Partnership Interest ("Units") of Century Properties Fund XIX. Enclosed you will find a Supplement to the Offer to Purchase. As set forth in the enclosed Supplement, the number of Units being sought by the Purchaser has been decreased to approximately 38.5% of the Units outstanding, and the period during which the offer will remain open has been extended until 12:00 midnight on November 29, 1994. The enclosed Supplement also sets forth certain agreements of the Purchaser with respect to its voting of Units acquired pursuant to the Offer. Please review the enclosed Supplement carefully for more information with respect to the offer to purchase your Units. For your convenience, we have also enclosed an additional copy of the Letter of Transmittal relating to the offer. If you elect to tender your Units and have not already done so, please mail (using the enclosed pre addressed, postage-paid envelope) or telecopy a duly completed and executed copy of the Letter of Transmittal and any documents required by the Letter of Transmittal to the Purchaser at: DeForest Ventures I L.P. c/o The Herman Group, Inc. 13760 Noel Rd., Suite 320 Dallas, Texas 75240 Telecopier No. (214) 991-4422 or (214) 991-4432 If you have any questions, please call the Information Agent, The Herman Group, Inc., at 800-530-4966. DEFOREST VENTURES I L.P. EX-99 4 November 15, 1994 Atlanta, Georgia FOR IMMEDIATE RELEASE .... DeForest Ventures I L.P. has announced that its offers to purchase outstanding Units of Limited Partnership Interest of each of the partnerships set forth below have each been extended and are now each scheduled to expire at 12:00 midnight on November 29, 1994. The number of Units sought pursuant to the offers has in each case been decreased to the number of Units set forth below, in each case representing approximately 38.5% of the outstanding Units of the applicable partnership. The number of Units deposited as of November 14, 1994 pursuant to the offers is also set forth below. Number of Units Name of Number of Units Deposited as of Partnership Sought by DeForest November 14, 1994 Century Properties 13,475 7,189 Fund XII Century Properties 14,622 10,524 Fund XIII Century Properties 24,950 15,279 Fund XIV Century Properties 34,642 22,244 Fund XV Century Properties 50,050 22,044 Fund XVI Century Properties 28,875 12,651 Fund XVII Century Properties 28,875 9,563 Fund XVIII Century Properties 34,377 10,948 Fund XIX Century Properties 31,896 8,264 Growth Fund XXII MRI Business Properties 31,630 12,758 Fund, Ltd. MRI Business Properties 35,049 15,574 Fund, Ltd. II MRI Business Properties 41,975 15,916 Fund, Ltd. III For additional information, contact Sherri Herman of The Herman Group Inc., the Information Agent for the offers, at 214-991-4400. -----END PRIVACY-ENHANCED MESSAGE-----