UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 33)*
Century Properties Fund XIX, LP |
(Name of Issuer)
Limited Partnership Units |
(Title of Class of Securities)
None |
(CUSIP Number)
John Bezzant Executive Vice President Apartment Investment and Management Company 55 Beattie Place P.O. Box 1089 Greenville, South Carolina 29601 Telephone: (864) 239-1000
with a copy to:
Paul J. Nozick Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309 (404) 881-7000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 29, 2011 |
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. Not Applicable |
1. |
NAME OF REPORTING PERSON: AIMCO PROPERTIES, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1275721 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
| ||||
8. | SHARED VOTING POWER
60,711.66 Units | |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
60,711.66 Units | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,711.66 Units | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 68.01% | |||||
14. |
TYPE OF REPORTING PERSON
PN |
CUSIP No. Not Applicable |
1. |
NAME OF REPORTING PERSON: AIMCO-GP, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
| |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
| ||||
8. | SHARED VOTING POWER
60,711.66 Units | |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
60,711.66 Units | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,711.66 Units | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 68.01% | |||||
14. |
TYPE OF REPORTING PERSON
CO |
CUSIP No. Not Applicable |
1. |
NAME OF REPORTING PERSON: APARTMENT INVESTMENT AND MANAGEMENT COMPANY
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1259577 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
| ||||
8. | SHARED VOTING POWER
60,711.66 Units | |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
60,711.66 Units | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,711.66 Units | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 68.01% | |||||
14. |
TYPE OF REPORTING PERSON
CO |
CUSIP No. Not Applicable |
1. |
NAME OF REPORTING PERSON: AIMCO IPLP, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
| |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
| ||||
8. | SHARED VOTING POWER
30,120.66 Units | |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
30,120.66 Units | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,120.66 Units | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 33.74% | |||||
14. |
TYPE OF REPORTING PERSON
PN |
CUSIP No. Not Applicable |
1. |
NAME OF REPORTING PERSON: AIMCO/IPT, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
| |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
| ||||
8. | SHARED VOTING POWER
30,220.66 Units | |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
30,220.66 Units | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,220.66 Units | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 33.85 % | |||||
14. |
TYPE OF REPORTING PERSON
CO |
CUSIP No. Not Applicable |
1. |
NAME OF REPORTING PERSON: IPLP ACQUISITIONS I, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
| |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS
WC | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
| ||||
8. | SHARED VOTING POWER
4,892 Units | |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
4,892 Units | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,892 Units | |||||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.48 % | |||||
14. |
TYPE OF REPORTING PERSON
OO |
Introductory Note
This Amendment No. 33 (this Amendment) is filed with respect to the issuer, Century Properties Fund XIX, LP, a Delaware limited partnership (the Partnership), by AIMCO Properties, L.P. (AIMCO Properties), AIMCO-GP, Inc. (AIMCO-GP), Apartment Investment and Management Company (AIMCO), AIMCO IPLP, L.P. (AIMCO IPLP), AIMCO/IPT, INC. (AIMCO/IPT) and IPLP Acquisitions I, L.L.C. (IPLP Acquisition and, together with AIMCO Properties, AIMCO-GP, AIMCO, AIMCO IPLP and AIMCO/IPT, the Reporting Persons).
Item 4. | Purpose of Transaction |
On December 29, 2011, AIMCO Properties terminated the Agreement and Plan of Merger (the Merger Agreement) entered into on July 28, 2011 by and among the Partnership, AIMCO Properties, and AIMCO CPF XIX Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the Merger Subsidiary). Pursuant to the Merger Agreement, the Merger Subsidiary was to merge with and into the Partnership, with the Partnership as the surviving entity.
As a result of the termination of the Merger Agreement, the Reporting Persons intend to continuously review their investment in the Partnership in light of numerous factors, some of which are described below, the result of which may relate to or result in one or more of the transactions or events set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934, as amended. The factors the Reporting Persons may consider include, without limitation, general market and economic conditions, an on-going analysis of the Partnerships business, financial condition, operations and prospects, the relative attractiveness of alternative investment opportunities, and other future developments, all of which may be considered consistent with the fiduciary obligations of the general partner of the Partnership.
In addition, from time to time and depending on the factors discussed above, the Reporting Persons may acquire additional securities of, or dispose of some or all of their holdings in, the Partnership in the open market or in privately negotiated transactions. Further, the Reporting Persons or their affiliates may loan funds to the Partnership which may be secured by the Partnerships property. If any such loans are made, upon default of such loans, the Reporting Persons or their affiliates could seek to foreclose on the loan and related mortgage or security interest.
Although the foregoing reflects potential activities presently contemplated by the Reporting Persons with respect to the Partnership, the foregoing is subject to change at any time, and there can be no assurance that the Reporting Persons will take any of the actions referred to above or participate in a group that will take any of the actions referred to above.
Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) The information in lines 7 through 11 and 13 of each Reporting Persons cover page is incorporated herein by reference.
Item 7. | Material to Be Filed as Exhibits |
The following are filed herewith as Exhibits to this Statement:
Exhibit 7.1 | Agreement of Joint Filing, dated August 29, 2008 (incorporated by reference to Exhibit 7.1 to Amendment No. 30 to the Reporting Persons Schedule 13D, dated August 29, 2008). |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 29, 2011 | ||
AIMCO PROPERTIES, L.P. | ||
By: | AIMCO-GP, INC. | |
its General Partner | ||
AIMCO-GP, INC. | ||
APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||
AIMCO IPLP, L.P. | ||
By: | AIMCO/IPT, INC. | |
its General Partner | ||
AIMCO/IPT, INC. | ||
IPLP ACQUISITIONS I, L.L.C. | ||
By: | /s/ Trent A. Johnson | |
Name: Trent A. Johnson | ||
Title: Vice President and Assistant General Counsel |