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 XVII, LP
(Exact name of registrant as specified in its charter)
| DELAWARE (State or other jurisdiction of incorporation) | 0-11137 (Commission File Number) | 94-2782037 (IRS Employer Identification No.) |
| 55 BEATTIE PLACE POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA | 29602 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s 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 XVII, LP, a Delaware limited partnership (“CPF XVII”), 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 XVII 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 XVII, with CPF XVII as the surviving entity.
In the merger, each Series A unit of limited partnership interest (each, a “Series A Unit”) of CPF XVII outstanding immediately prior to the consummation of the merger (other than Series A 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) $311.18 in cash (the “Cash Consideration”) or (ii) a number of partnership common units of AIMCO OP calculated by dividing $311.18 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 (the “OP Unit Consideration”). 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 Series A 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 OP’s membership interest in the Aimco Subsidiary will be converted into Series A Units of CPF XVII. As a result, after the merger, AIMCO OP will own all of the outstanding Series A Units. The Series B units of limited partnership interest of CPF XVII will not be affected by the merger and will remain outstanding following consummation of the merger. Fox Partners will continue to be the general partner of CPF XVII after the merger, and CPF XVII’s 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 Series A Units. As of July 21, 2011, CPF XVII had issued and outstanding 75,000 Series A Units, and AIMCO OP and its affiliates owned 52,866 of those Series A Units, or approximately 70.49% of the number of outstanding Series A Units. 25,833.5 of the Series A Units owned by AIMCO IPLP, L.P., an affiliate of Fox Partners and of Aimco OP, are subject to a voting restriction, which requires such Series A Units to be voted in proportion to the votes cast with respect to Series A Units not subject to this voting restriction. AIMCO OP and its affiliates have indicated that they will vote all of their Series A Units that are not subject to the voting restriction described above (27,032.5 or approximately 36.04% of the outstanding Series A Units) in favor of the merger. As a result, AIMCO OP and its affiliates will vote a total of 41,236 Series A Units, or approximately 54.98% of the outstanding Series A Units and 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 XVII 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 SEC’s 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 XVII, LP, AIMCO Properties, L.P. and AIMCO CPF XVII 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 XVII, LP | ||||
| Date: July 28, 2011 | By: | Fox Partners, | ||
| Its General Partner | ||||
| By: | Fox Capital Management Corporation, | |||
| Its Managing General Partner | ||||
| By: | /s/ Stephen B. Waters | |||
| Stephen B. Waters | ||||
| Senior Director of Partnership Accounting | ||||