-----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, O1uOx4p08LHf0J6sb7dVskL/+czh0Az66g8gDg5YIfT2DHDnEApcQdxXAQHfvsoo Rl/TB2Q5CzHC9h1jOCgSOQ== 0000950134-05-007776.txt : 20050420 0000950134-05-007776.hdr.sgml : 20050420 20050420162747 ACCESSION NUMBER: 0000950134-05-007776 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43357 FILM NUMBER: 05762224 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/A 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/A 1 d24497a1sc14d9za.txt AMENDMENT TO 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. 1) 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 Amendment No. 1 amends the Schedule 14D-9 relating to the 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 (the "Partnership"), 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. This Amendment No. 1 amends Items 8 and 9 of the Schedule 14D-9, filed previously by the Partnership. ITEM 8. Additional Information. The information set forth in the Letter to the Unit holders, dated as of April 8, 2005, and the Letter to the Unit holders, dated as of April 20, 2005, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, are incorporated herein by reference. ITEM 9. Exhibits. (a)(1) Letter to the Unit Holders of the Partnership, dated April 8, 2005. (Previously filed) (a)(2) Letter to the Unit Holders of the Partnership, dated April 20, 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 20, 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)(2) 2 d24497a1exv99wxayx2y.txt LETTER TO THE UNIT HOLDERS OF THE PARTNERSHIP EXHIBIT (a)(2) CENTURY PROPERTIES FUND XIX C/O FOX CAPITAL MANAGEMENT CORPORATION 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 April 20, 2005 Dear Limited Partner: We previously sent to you a letter dated April 8, 2005 regarding an unsolicited tender offer to buy units of limited partnership interest ("Units") in Century Properties Fund XIX (the "Partnership") initiated 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, and MacKenzie Patterson Fuller, Inc. (collectively, the "MacKenzie Group"). Our previous letter incorrectly stated that the Partnership's term expires on December 31, 2007. Rather, the Partnership's term expires on December 31, 2024. 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 -----END PRIVACY-ENHANCED MESSAGE-----