0000950134-05-007144.txt : 20120625
0000950134-05-007144.hdr.sgml : 20120625
20050408161437
ACCESSION NUMBER: 0000950134-05-007144
CONFORMED SUBMISSION TYPE: SC 14D9
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050408
DATE AS OF CHANGE: 20050408
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XIX
CENTRAL INDEX KEY: 0000705752
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 942887133
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 14D9
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-43357
FILM NUMBER: 05741689
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: 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 XIX
CENTRAL INDEX KEY: 0000705752
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 942887133
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: 55 BEATTIE PLACE
STREET 2: P O BOX 1089
CITY: GREENVILLE
STATE: SC
ZIP: 29602
SC 14D9
1
d24145sc14d9.txt
SCHEDULE 14D-9
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20547
------------------------------
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.___)
CENTURY PROPERTIES FUND XIX
--------------------------------------------------------------------------------
(Name of Subject Company)
CENTURY PROPERTIES FUND XIX
--------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP UNITS
--------------------------------------------------------------------------------
(Title of Class of Securities)
NONE
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29601
(864) 239-1000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
[ ] 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 a tender offer by Accelerated High Yield
Institutional Investors, Ltd., L.P., MacKenzie Specified Income Fund, MP Falcon
Fund, LLC, Accelerated High Yield Institutional Fund, Ltd., L.P., MPF Dewaay
Premier Fund 2 LLC, MPF Income Fund 20, LLC, MP Value Fund 7, LLC, MacKenzie
Patterson Special Fund 8, MPF Acquisition Co 3, LLC, Moraga Gold, LLC, Steven
Gold, MPF-NY 2005, LLC, MacKenzie Patterson Fuller, Inc., and C.E. Patterson
(collectively, the "Offerors"), to purchase limited partnership units ("Units")
of Century Properties Fund XIX, at a price of $300.00 per Unit in cash. The
offer to purchase Units is being made pursuant to an Offer to Purchase of the
Offerors, dated as of March 24, 2005 (the "Offer to Purchase"), and a related
Letter of Transmittal, copies of which were filed with the Securities and
Exchange Commission (the "SEC") on March 24, 2005.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is Century Properties Fund XIX, a
California limited partnership (the "Partnership"). The address of the principal
executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089,
Greenville, South Carolina 29602, and its telephone number is (864) 239-1000.
The title of the class of equity securities to which this Schedule
14D-9 relates is the limited partnership units of the Partnership. As of April
5, 2005, 89,292 Units were outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
This Schedule 14D-9 is being filed by the Partnership, the subject
company. The Partnership's general partner is Fox Partners II, a California
general partnership. The Partnership's business address and telephone number are
set forth in Item 1 above.
This Schedule 14D-9 relates to a tender offer by the Offerors to
purchase Units of the Partnership in cash, at a price of $300.00 per Unit. The
offer to purchase Units in the Partnership is being made pursuant to the Offer
to Purchase and a related Letter of Transmittal. The tender offer is described
in a Tender Offer Statement on Schedule TO (as amended and supplemented from
time to time, the "Schedule TO"), which was filed with the SEC on March 24,
2005. As set forth in the Offer to Purchase incorporated by reference into the
Schedule TO, the principal business address of each of the Offerors is 1640
School Street, Moraga, California 94556.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in the Letter to the Unit holders, dated as
of April 8, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The information set forth in the Letter to the Unit holders, dated as
of April 8, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
On February 16, 2005, AIMCO Properties, L.P., Apartment Investment and
Management Company, AIMCO-GP, Inc., and Fox Capital Management Corporation filed
Schedules TO and 13E-3 in connection with the tender offer by AIMCO Properties,
L.P. to purchase Units at a price of $261.28 per Unit. The tender offer of AIMCO
Properties, L.P. is currently scheduled to expire on April 27, 2005.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth in the Letter to the Unit holders, dated as
of April 8, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in the Letter to the Unit holders, dated as
of April 8, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.
ITEM 9. EXHIBITS.
(a)(1) Letter to the Unit Holders of the Partnership, dated April 8, 2005.
(e)(1) Offer to Purchase limited partnership units of Century Properties Fund
XIX, dated February 16, 2005. (Exhibit (a)(1) to the Schedule TO and 13E-3 filed
by AIMCO Properties, L.P., Apartment Investment and Management Company,
AIMCO-GP, Inc., and Fox Capital Management Corporation on February 16, 2005 is
incorporated herein by reference.)
(e)(2) Letter of Transmittal and related instructions. (Exhibit (a)(2) to the
Schedule TO and 13E-3 filed by AIMCO Properties, L.P., Apartment Investment and
Management Company, AIMCO-GP, Inc., and Fox Capital Management Corporation on
February 16, 2005 is incorporated herein by reference.)
(e)(3) Letter, dated February 16, 2005, from AIMCO Properties, L.P. to the
limited partners of Century Properties Fund XIX. (Exhibit (a)(3) to the Schedule
TO and 13E-3 filed by AIMCO Properties, L.P., Apartment Investment and
Management Company, AIMCO-GP, Inc., and Fox Capital Management Corporation on
February 16, 2005 is incorporated herein by reference.)
(e)(4) Press Release, dated March 15, 2005. (Exhibit (a)(4) to Amendment No. 1
to the Schedule TO and 13E-3 filed by AIMCO Properties, L.P., Apartment
Investment and Management Company, AIMCO-GP, Inc., and Fox Capital Management
Corporation on March 15, 2005 is incorporated herein by reference.)
(e)(5) Letter, dated March 15, 2005, from AIMCO Properties, L.P. to the limited
partners of Century Properties Fund XIX. (Exhibit (a)(5) to Amendment No. 1 to
the Schedule TO and 13E-3 filed by AIMCO Properties, L.P., Apartment Investment
and Management Company, AIMCO-GP, Inc., and Fox Capital Management Corporation
on March 15, 2005 is incorporated herein by reference.)
(e)(6) Press Release, dated March 28, 2005. (Exhibit (a)(7) to Amendment No. 2
to the Schedule TO and 13E-3 filed by AIMCO Properties, L.P., Apartment
Investment and Management Company, AIMCO-GP, Inc., and Fox Capital Management
Corporation on March 28, 2005 is incorporated herein by reference.)
(e)(7) Letter, dated March 28, 2005, from AIMCO Properties, L.P. to the limited
partners of Century Properties Fund XIX. (Exhibit (a)(8) to Amendment No. 2 to
the Schedule TO and 13E-3 filed by AIMCO Properties, L.P., Apartment Investment
and Management Company, AIMCO-GP, Inc., and Fox Capital Management Corporation
on March 28, 2005 is incorporated herein by reference.)
(g) Not applicable.
SIGNATURE
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: April 8, 2005
CENTURY PROPERTIES FUND XIX
By: Fox Partners II, General Partner
By: Fox Capital Management Corporation,
Managing General Partner
By: /s/ Martha L. Long
----------------------------------------
Senior Vice President
EX-99.(A)(1)
2
d24145exv99wxayx1y.txt
LETTER TO THE UNIT HOLDERS OF THE PARTNERSHIP
CENTURY PROPERTIES FUND XIX
C/O FOX CAPITAL MANAGEMENT CORPORATION
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
April 8, 2005
Dear Limited Partner:
As you may be aware by now, Accelerated High Yield Institutional
Investors, Ltd., L.P., MacKenzie Specified Income Fund, MP Falcon Fund, LLC,
Accelerated High Yield Institutional Fund, Ltd., L.P., MPF Dewaay Premier Fund 2
LLC, MPF Income Fund 20, LLC, MP Value Fund 7, LLC, MacKenzie Patterson Special
Fund 8, MPF Acquisition Co 3, LLC, Moraga Gold, LLC, Steven Gold, MPF-NY 2005,
LLC, and MacKenzie Patterson Fuller, Inc. (collectively, the "MacKenzie Group"),
initiated an unsolicited tender offer to buy units of limited partnership
interest ("Units") in Century Properties Fund XIX (the "Partnership") on March
24, 2005.
The Partnership, through its general partner, Fox Partners II, is
required by the rules of the Securities and Exchange Commission to make a
recommendation whether you should accept or reject this offer or to state that
the Partnership is remaining neutral with respect to this offer. The general
partner does not express any opinion, and is remaining neutral, with respect to
the MacKenzie Group's offer due to a conflict of interest. AIMCO Properties,
L.P. ("AIMCO Properties"), an affiliate of the general partner, is currently
conducting a tender offer for the Units. THEREFORE, THE GENERAL PARTNER IS
REMAINING NEUTRAL AND DOES NOT EXPRESS ANY OPINION WITH RESPECT TO THE MACKENZIE
GROUP OFFER.
However, we call your attention to the following considerations:
o AIMCO Properties has indicated that it intends to
raise its tender offer price of $261.28 per Unit to
match the MacKenzie Group's offer price of $300.00
per Unit.
o AIMCO Properties estimated the value of the Units to
be $261.28 per Unit using the Partnership's aggregate
gross property value as determined by an independent,
court-appointed appraiser in 2003, which value was
adjusted for, among other things, more recent
financial information and AIMCO Properties' own
assessment of market trends and general economic
outlook. If the Partnership's properties were sold at
prices equal to those appraised values, the estimated
net liquidation proceeds per Unit is $390.24.
o The MacKenzie Group's offer to purchase estimates the
liquidation value of the Partnership to be $503 per
Unit. However, the MacKenzie Group is only offering
$300.00 per Unit.
o We have recently become aware that in connection with
the refinancings of the mortgage indebtedness
encumbering three of the Partnership's properties in
2003, the lenders to the Partnership obtained
appraisals of those properties, copies of which have
been obtained by the Partnership. In appraisal
reports dated June 12, 2003, an appraiser concluded
that the market value of Plantation Crossing
Apartments, a 180-unit apartment complex located in
Marietta, Georgia, was $9,200,000 as of May 15, 2003,
that the market value of Vinings Peak Apartments, a
280-unit apartment complex located in Cobb County,
Georgia, was $16,700,000 as of May 15, 2003, and that
the market value of Wood Lake Apartments, a 220-unit
apartment complex located in Cobb County, Georgia,
was $14,100,000 as of May 15, 2003.
o The MacKenzie Group's offer is limited to 16,667
Units. AIMCO Properties' offer is not limited to a
maximum number of Units.
o The $300.00 per Unit offer price will be reduced by
the amount of any distributions declared or made
between March 24, 2005 and May 23, 2005, which may be
further extended.
o Any increase in the MacKenzie Group's ownership of
Units as a result of the MacKenzie Group's offer may
affect the outcome of Partnership decisions, in that
the increase will concentrate ownership of Units.
Affected decisions may include any decision in which
limited partners unaffiliated with the general
partner are given an opportunity to consent or
object. In addition, as a result of certain voting
restrictions placed on certain Units held by an
affiliate of AIMCO Properties, the MacKenzie Group
could eventually acquire voting control of the
Partnership if they acquire more Units than they are
offering to purchase in the current offer.
o The Partnership's term expires on December 31, 2007.
After the expiration of its term, the Partnership
will liquidate its assets and distribute the
resulting proceeds in accordance with its agreement
of limited partnership. Unless the Partnership's term
is extended, the first of any liquidating
distributions could occur as soon as the first six
months of 2008.
o AIMCO Properties and its affiliates, which
collectively hold approximately 60.18% of the
outstanding Units, do not intend to tender any of
their Units in the MacKenzie Group's offer.
o The MacKenzie Group's offer is limited to 16,667
Units. If more than 16,667 Units are tendered in the
MacKenzie Group's offer, the MacKenzie Group will
accept the Units on a pro rata basis. Therefore, an
investor who tenders all of its Units might not fully
dispose of its investment in the Partnership.
o The MacKenzie Group's offer to purchase provides
limited past sale price information with which to
compare their offer price. The Direct Investments
Spectrum reported a high sale price of $222.00 per
Unit and a low sale price of $201.12 per Unit during
the period beginning December 1, 2004 and ending
January 31, 2005. The American Partnership Board
reported a high sale price of $222.00 per Unit and a
low sale price of $211.12 per Unit during the period
beginning December 1, 2004 and ending February 28,
2005. Please refer to AIMCO Properties' offer to
purchase for additional information on past sale
prices of the Units, including AIMCO Properties'
tender offer prices.
Each limited partner should make its own decision as to whether or not
it should tender or refrain from tendering its Units in an offer in light of its
unique circumstances, including (i) its investment objectives, (ii) its
financial circumstances including the tolerance for risk and need for liquidity,
(iii) its views as to the Partnership's prospects and outlook, (iv) its own
analysis and review of all publicly available information about the Partnership,
(v) other financial opportunities available to it, (vi) its own tax position and
tax consequences, and (vii) other factors that the limited partner may deem
relevant to its decision. Under any circumstances, limited partners should be
aware that a sale of their Units in the Partnership will have tax consequences
that could be adverse.
PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR
OWN PARTICULAR SITUATION AND THE EFFECT OF ANY NEGATIVE CAPITAL ACCOUNTS.
If you need further information about your options, please contact
Martha Long at AIMCO Properties at (864) 239-1000. You can also contact The
Altman Group, Inc., 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071, and
its toll free telephone number is (800) 217-9608. The facsimile number of The
Altman Group, Inc. is (201) 460-0050.
Sincerely,
Fox Partners II, General Partner
By: Fox Capital Management Corporation,
Its Managing General Partner