Attached files
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EX-10.1 - EX-10.1 - CENTURY PROPERTIES FUND XIX | d83806exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2011
CENTURY PROPERTIES FUND XIX, LP
(Exact name of registrant as specified in its charter)
DELAWARE | 0-11935 | 94-2887133 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
55 BEATTIE PLACE POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA |
29602 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (864) 239-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
On July 28, 2011, Century Properties Fund XIX, LP, a Delaware limited partnership (CPF XIX),
entered into an agreement and plan of merger (the Merger Agreement) with AIMCO Properties, L.P.,
a Delaware limited partnership (AIMCO OP) and AIMCO CPF XIX Merger Sub LLC, a Delaware limited
liability company of which AIMCO OP is the sole member (the Merger Subsidiary), pursuant to which
the Merger Subsidiary will be merged with and into CPF XIX, with CPF XIX as the surviving entity.
In the merger, each unit of limited partnership interest (each, a Unit) of CPF XIX
outstanding immediately prior to the consummation of the merger (other than Units held by limited
partners who perfect their appraisal rights pursuant to the Merger Agreement) will be converted
into the right to receive, at the election of the limited partner, either (i) $352.02 in cash (the
Cash Consideration) or (ii) a number of partnership common units of AIMCO OP calculated by
dividing $352.02 by the average closing price of Apartment Investment and Management Company common
stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on
the second trading day immediately prior to the effective time of the merger. However, if AIMCO OP
determines that the law of the state or other jurisdiction in which a limited partner resides would
prohibit the issuance of partnership common units of AIMCO OP in that state or other jurisdiction
(or that registration or qualification in that state or jurisdiction would be prohibitively
costly), then such limited partner will only be entitled to receive the Cash Consideration for each
Unit. Those limited partners who do not make an election will be deemed to have elected to receive
the Cash Consideration.
In the merger, AIMCO OPs membership interest in the Aimco Subsidiary will be converted into
Units of CPF XIX. As a result, after the merger, AIMCO OP will be the sole limited partner of CPF
XIX, holding all outstanding Units. Fox Partners II will continue to be the general partner of CPF
XIX after the merger, and CPF XIXs partnership agreement in effect immediately prior to the merger
will remain unchanged after the merger.
Completion of the merger is subject to certain conditions, including approval by a majority in
interest of the limited partners holding Units. As of July 21, 2011, there were issued and
outstanding 89,274 Units, and AIMCO OP and its affiliates owned 60,711.66 of those Units, or
approximately 68.01% of the number of Units outstanding. Approximately 25,228.66 of the Units
owned by an affiliate of AIMCO OP are subject to a voting restriction, which requires the Units to
be voted in proportion to the votes cast with respect to Units not subject to this voting
restriction. AIMCO OP and its affiliates have indicated that they will vote all of their Units that
are not subject to this restriction, approximately 35,483 Units or approximately 39.75% of the
outstanding Units, in favor of the Merger Agreement and the merger. As a result, affiliates of
AIMCO OP will vote a total of approximately 49,460 Limited Partnership Units, or approximately
55.40% of the outstanding Units in favor of the Merger Agreement and the merger. AIMCO OP and its
affiliates have indicated that they intend to take action by written consent to approve the merger.
The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the
Merger Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Additional Information for Investors:
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities. AIMCO OP and Apartment Investment and Management Company will file with the
Securities and Exchange Commission a registration statement on Form S-4 that will include an
information statement of CPF XIX relating to the transaction, which will also constitute a
prospectus of AIMCO OP and Apartment Investment and Management Company. INVESTORS ARE URGED TO READ
THE INFORMATION STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE TRANSACTION.
The information statement/prospectus and other documents which will be filed with the
Securities and Exchange Commission will be available free of charge at the SECs website,
www.sec.gov. You may request a copy of these filings, at no cost, by writing or calling Apartment
Investment and Management Company at the following address and telephone number: ISTC Corporation,
P.O. Box 2347, Greenville, South Carolina 29602; telephone number (864) 239-1029.
ITEM 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report:
Exhibit | ||
Number | Description | |
10.1
|
Agreement and Plan of Merger, dated July 28, 2011, by and among Century Properties Fund XIX, LP, AIMCO Properties, L.P. and AIMCO CPF XIX Merger Sub LLC. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CENTURY PROPERTIES FUND XIX, LP |
||||
Date: July 28, 2011 | By: | FOX PARTNERS II, | ||
Its General Partner | ||||
By: | FOX CAPITAL MANAGEMENT CORPORATION, | |||
Its Managing General Partner | ||||
By: | /s/ Stephen Waters | |||
Stephen Waters | ||||
Senior Director of Partnership Accounting | ||||