- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Century Properties Growth Fund XXII
(Name of Subject Company)
Century Properties Growth Fund XXII
(Name of Person Filing Statement)
Unit of Limited Partnership Interest
(Title of Class of Securities)
None
--------------------
(CUSIP Number of Class of Securities)
Martin Lifton
NPI Equity Investments II, Inc.
100 Jericho Quadrangle
Suite 214
Jericho, New York 11753
(516) 822-0022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
Copy to:
David J. Heymann
Post & Heymann, LLP
100 Jericho Quadrangle
Jericho, New York 11753
(516) 681-3636
--------------------
- --------------------------------------------------------------------------------
1. Security and Subject Company
The name of the subject partnership is Century Properties Growth Fund XXII, a
California limited partnership (the "Partnership"), and the address of its
principal executive offices is 5665 Northside Drive, N.W., Suite 370, Atlanta,
Georgia 30328. The title of the class of equity securities to which this
Statement relates is Units of Limited Partnership Interest of the Partnership
("Units").
2. Tender Offer of the Bidder
This Statement relates to the tender offer of DeForest Ventures I L.P., a
Delaware limited partnership (the "Purchaser"), to purchase up to 26,236
outstanding Units at a purchase price of $87.80 per Unit, pursuant to the terms
and conditions of an Offer to Purchase dated June 2, 1995, and the related
Letter of Transmittal (together, the "Offer"). The Offer is being made pursuant
to a tender offer statement on Schedule 14D-1 dated June 2, 1995.
The address of the executive offices of the Purchaser is 5665 Northside
Drive, N.W., Suite 370, Atlanta, Georgia 30328.
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) DeForest Capital I Corporation, the general partner of the Purchaser
("DeForest Capital"), is affiliated with NPI Equity Investments II, Inc., the
entity which controls the general partners of the Partnership (together, the
"General Partner").
Certain Relationships. The General Partner owns a 2% interest in the
Partnership and thus receives, as a continuing interest in the Partnership, an
amount equal to a 2% allocation of the Partnership's profits and losses, and 2%
of distributions. The General Partner and its affiliates are also entitled to
be reimbursed for certain expenses and to receive fees pursuant to the terms of
the Partnership Agreement. For information as to the amounts paid to the
General Partner and its affiliates during the last three fiscal years and the
three months ended March 31, 1995 see Note 2 to the Financial Statements of the
Partnership in the Form 10-K of the Partnership for the fiscal year ended
December 31, 1994 and Note 2 to the Financial Statements of the Partnership in
the Form 10-Q of the Partnership for the three months ended March 31, 1995.
2
Tender Offer Loan. As disclosed in the Offer, the Purchaser has obtained a
loan in connection with consummation of the Offer. One of several sources of
repayment of such loan is the Purchaser's distributable portion of the proceeds
of any sales or refinancings of Partnership properties. Consequently, the
General Partner may have a conflict of interest in determining whether and when
to sell and/or refinance the Partnership's properties. In addition, because the
terms of the loan will require a payment by the Purchaser after a property sale
or refinancing by the Partnership (whether or not the proceeds of such sale or
refinancing are distributed by the Partnership), a conflict of interest may
exist for the General Partner in determining whether and when to cause the
Partnership to distribute any of such proceeds.
4. The Solicitation or Recommendation
Because of the conflict of interest inherent in the fact that the General
Partner is, as described above, an affiliate of the Purchaser, the Partnership
is making no recommendation and is remaining neutral as to whether Unitholders
should tender their Units pursuant to the Offer. Unitholders should note,
however, that the Partnership has entered into a contract for the sale of one of
its properties, which sale is subject to the buyer's satisfactory completion of
its due diligence review. If this sale is consummated on its current terms, the
Partnership expects to distribute the net proceeds from such sales of
approximately $38 per Unit. In addition, the Partnership would continue to own
nine other properties. Unitholders who tender their Units will not be entitled
to receive any distributions from the Partnership on account of the property
sale or otherwise.
5. Persons Retained, Employed or to be Compensated
Neither the Partnership nor any person acting on its behalf has or currently
intends to employ, retain or compensate any person or class of persons to make
solicitations or recommendations to Unitholders on its behalf concerning the
Offer.
6. Certain Negotiations and Transactions by the Subject
Company
(a) None
(b) Except for 14,544 Units beneficially owned by the Purchaser and
88 Units beneficially owned by affiliates of the General Partner, none of
which will be tendered in the Offer, neither the Partnership nor any
executive officer, director, affiliate or subsidiary of the Partnership
owns any Units.
7. Additional Information to be Furnished
None.
3
8. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a)(i) - Offer to Purchase of the Purchaser dated June 2, 1995
Exhibit (a)(ii) - Cover Letter to Unitholders from the Partnership
dated June 2, 1995
Exhibit (b) - None
Exhibit (c)(i) - Note 2 to the financial statements of the
Partnership included in the Form 10-K of the
Partnership for the fiscal year ended December 31, 1994.
Exhibit (c)(ii) - Note 2 to the financial statements of the Partnership
included in the Form 10-Q of the Partnership for the
three months ended March 31, 1995.
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.
CENTURY PROPERTIES GROWTH FUND XXII
By: FOX PARTNERS IV,
its General Partner
By: FOX CAPITAL MANAGEMENT
CORPORATION,
its General Partner
Date: June 2, 1995 By: /s/ Martin Lifton
--------------------------
Martin Lifton, Chairman
4