-----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, Qbr++swberLVIMZIYBtpjqgn5KdTkQGthVOau+JnpgWUfWkdQ3jfsDBOCY3mmcDQ bsgoXOOOJovsSNuwK458ww== 0000950134-99-006354.txt : 19990719 0000950134-99-006354.hdr.sgml : 19990719 ACCESSION NUMBER: 0000950134-99-006354 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990716 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: SEC FILE NUMBER: 005-43357 FILM NUMBER: 99665753 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 AMENDMENT NO. 1 TO SCHEDULE 14D9 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CENTURY PROPERTIES FUND XIX (Name of Subject Company) CENTURY PROPERTIES FUND XIX (Name of Persons Filing Statement) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) PATRICK J. FOYE APARTMENT INVESTMENT AND MANAGEMENT COMPANY 1873 SOUTH BELLAIRE STREET, 17TH FLOOR DENVER, COLORADO 80222 (303) 757-8101 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) COPY TO: Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, 34th Floor Los Angeles, California 90071 (213) 687-5000 2 ITEM 1. SECURITY AND SUBJECT COMPANY. This Statement relates to units of limited partnership interest of Century Properties Fund XIX, a California limited partnership (the "Partnership"), with its business address located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado, 80222. ITEM 2. TENDER OFFER OF THE BIDDER This Statement relates to a tender offer for units of the Partnership by AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO OP"), with its business address located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222. ITEM 3. IDENTITY AND BACKGROUND (a) The name and business address of the Partnership, which is the person filing this Statement, are set forth in Item 1 above. (b) The tender offer is being made pursuant to an Offer to Purchase, dated May 19, 1999 (the "Offer to Purchase"), a copy of which is included as Exhibit (a)(2) hereto. The information set forth in the Offer to Purchase under "The Offer -- Section 9. Background and Reasons for the Offer" and "The Offer -- Section 11. Conflicts of Interest" and Transaction with Affiliates in the Offer to Purchase is incorporated herein by reference. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a), (b) The information in the Offer to Purchase of AIMCO Properties, L.P. and the Supplement to the Offer to Purchase, dated June 11, 1999, copies of which are included as Exhibits (a)(2) and (a)(4) hereto, respectively, under "The Offer -- Section 10. Position of the General Partner of Your Partnership With Respect to the Offer" is incorporated herein by reference. The information in the Supplement to the Offer to Purchase (together with the Supplement to the Offer to Purchase, dated June 11, 1999, the "Supplements"), dated July 1, 1999, a copy of which is included as Exhibit (a)(5) hereto, is also incorporated herein by reference. 2 3 ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Not applicable. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES. (a) The information set forth in the Offer to Purchase under "The Offer --Section 9. Background and Reasons for the Offer -- Prior Tender Offers" and "The Offer -- Section 13. Certain Information Concerning Your Partnership -- Beneficial Ownership of Interests in Your Partnership is incorporated herein by reference." (b) Units held by AIMCO Properties, L.P. or its affiliates will not be tendered. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. (a) - (b) Not Applicable. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The Offer to Purchase and the Supplements are incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS (a)(1) Letter to Limited Partners, dated May 19, 1999 (previously filed). (a)(2) Offer to Purchase, dated May 19, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated May 19, 1999, is incorporated hereby by reference) (a)(3) Letter of Transmittal, dated May 19, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of AIMCO Properties, L.P., dated May 19, 1999, is incorporated herein by reference). (a)(4) Supplement to the Offer to Purchase, dated June 11, 1999 (Exhibit (a)(4) to Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 11, 1999, is incorporated herein by reference). (a)(5) Supplement to the Offer to Purchase, dated July 1, 1999 (Exhibit 3 4 (a)(6) to Amendment No. 2 to the Schedule 14D-1 of AIMCO Properties, L.P., dated July 1, 1999, is incorporated herein by reference). (b) Not Applicable. (c) Not Applicable. 4 5 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. Dated: July 16, 1999 CENTURY PROPERTIES FUND XIX a California limited partnership By: FOX PARTNERS II its General Partner By: /s/ Patrick J. Foye ------------------- Executive Vice President 5 -----END PRIVACY-ENHANCED MESSAGE-----