UNITED STATES
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
Date of Report (Date of earliest event reported) September 17, 2009
CENTURY PROPERTIES GROWTH FUND XXII, LP
(Exact name of Registrant as specified in its charter)
Delaware | 0-13418 | 94-2939418 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation) | File Number) | Identification Number) |
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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.
Century Properties Growth Fund XXII, LP, a Delaware limited partnership (the “Registrant”), owns Autumn Run Apartments (“Autumn Run”), a 320-unit apartment complex located in Naperville, Illinois. As previously disclosed, on July 15, 2009, the Registrant entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Autumn Run Apartments, LLC, an Illinois limited liability company (the “Purchaser”), to sell Autumn Run to the Purchaser for a total sales price of $24,745,000.
As previously disclosed, on August 5, 2009, the Registrant and Purchaser entered into a First Amendment to Purchase and Sale Contract pursuant to which the feasibility period and loan assumption application deadlines were extended to August 7, 2009.
As previously disclosed, on August 6, 2009, the Registrant and Purchaser entered into a Second Amendment to Purchase and Sale Contract pursuant to which (i) the Registrant agreed to give the Purchaser a credit against the purchase price of $150,000, and (ii) the loan assumption application deadline was extended to September 11, 2009.
As previously disclosed, on September 8, 2009, the Registrant and Purchaser entered into a Third Amendment to Purchase and Sale Contract pursuant to which the loan assumption application deadline was extended to September 18, 2009.
On September 17, 2009, the Registrant and Purchaser entered into a Fourth Amendment to Purchase and Sale Contract (the “Fourth Amendment”) pursuant to which the loan assumption application deadline was extended to September 25, 2009.
This summary of the terms and conditions of the Fourth Amendment is qualified in its entirety by reference to the Fourth Amendment, a copy of which is attached hereto as an exhibit.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.51 Fourth Amendment to Purchase and Sale Contract between Century Properties Growth Fund XXII, LP, a Delaware limited partnership, and Autumn Run Apartments, LLC, an Illinois limited liability company, dated September 17, 2009.*
*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTURY PROPERTIES GROWTH FUND XXII, LP
By: FOX PARTNERS IV
General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION
Managing General Partner
By: /s/Steven D. Cordes
Steven D. Cordes
Senior Vice President
Date: September 23, 2009