SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
CENTURY PROPERTIES FUND XV
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
CONSENT SOLICITATION
FOR
CENTURY PROPERTIES FUND XV
A CALIFORNIA LIMITED PARTNERSHIP
c/o THE ALTMAN GROUP, INC.
1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071
[______], 2004
Dear Limited Partner:
We are sending you this consent solicitation to request that the limited
partners of Century Properties Fund XV consent to a loan to the partnership by
AIMCO Properties, LP, which is an affiliate of our managing general partner, Fox
Capital Management Corporation. The loan would fund that portion of the
estimated $2.5 million redevelopment costs for the partnership's Preston Creek
Apartments property, located in Dallas, Texas which we are unable to first fund
through a combination of (1) retention of cash flow by the partnership, and (2)
refinancing of the partnership's assets with third parties to the extent
practicable. Based on our projected redevelopment budget, we estimate that the
total amount of the loan will be approximately $2.1 million. Due to existing
debt obligations of the property, we have been unable to obtain third-party
financing for the debt portion of the redevelopment costs, which is why AIMCO
Properties, LP has offered to fund the loan.
We are also soliciting your consent to the payment by the partnership to another
affiliate of Fox Capital Management Corporation of (1) a redevelopment planning
fee to plan and structure the redevelopment process, and (2) a redevelopment
supervision fee to supervise the redevelopment process. The redevelopment
planning fee would be equal to $25,000. The redevelopment supervision fee would
be equal to 4% of the actual redevelopment costs for the Preston Creek
Apartments property and, based on the current estimated redevelopment costs,
would be an amount equal to approximately $100,000.
Our partnership agreement prohibits short-term unsecured loans to the
partnership by our general partners or their affiliates bearing interest at a
rate in excess of 2% above the prime rate charged by Wells Fargo Bank, N.A. of
San Francisco. The loan to the partnership by AIMCO Properties, LP would bear
interest in excess of this rate. Our partnership agreement also prohibits the
partnership from entering into any contract with our general partners or their
affiliates to construct or develop partnership properties or to render any
services to the partnership in connection with such construction or development.
As a consequence, the consent of limited partners owning more than 50% of the
outstanding limited partnership units is required to (i) consent to the loan,
and (ii) consent to the provision of the redevelopment services and payment of
the redevelopment fees and, in each case, waive the related prohibitions. If the
requisite limited partner consent is not received, AIMCO Properties, LP will not
make the loan, our managing general partner's affiliate will not provide the
redevelopment services and the partnership will not commence the redevelopment
of the property. Affiliates of our managing general partner have the
right to vote approximately 68.26% of our outstanding limited partnership units
and intend to consent to the loan and redevelopment services waiver, but these
units are subject to a voting restriction described in more detail in this
consent solicitation. As a result, of the voting restriction, we need the
consent of limited partners not affiliated with our managing general partner
owning approximately an additional 1.62% of the outstanding limited partnership
units to waive the loan and redevelopment services prohibitions.
This consent solicitation contains information about the redevelopment plans for
the Preston Creek Apartments property, the planned funding of the redevelopment,
and the reasons that our general partners have decided that the redevelopment,
the loan and the provision of the redevelopment services are in the best
interests of the limited partners and the potential consequences of a failure to
approve the loan and the redevelopment services. Our general partners have
conflicts of interest with respect to the loan and redevelopment services that
are described in greater detail below.
OUR GENERAL PARTNERS RECOMMENDS THAT YOU CONSENT
TO THE LOAN AND THE REDEVELOPMENT SERVICES
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This consent is being solicited by our general partners on behalf of the
partnership. This consent solicitation is first being mailed to the limited
partners on or about [_________], 2004. Only holders of record of limited
partnership units as of the close of business on [________] 2004, are eligible
to consent.
THIS CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[______], 2004. Consents may be returned by hand, mail, overnight courier or fax
(see the back page of the enclosed consent form for delivery details).
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS CONSENT SOLICITATION FOR A
DESCRIPTION OF RISKS THAT YOU SHOULD CONSIDER IN CONNECTION WITH CONSENTING TO
THE PROVISION OF THE LOAN AND THE REDEVELOPMENT SERVICES.
Questions and requests for assistance may be directed to our solicitation agent,
The Altman Group, Inc., by mail at 1275 Valley Brook Avenue, Lyndhurst, New
Jersey 07071; by overnight courier service at 1275 Valley Brook Avenue,
Lyndhurst, New Jersey 07071; by fax at (201) 460-0050; or by telephone at (800)
217-9608.
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RISK FACTORS
Before deciding whether or not to consent to the loan and the redevelopment
services, you should consider carefully the following risks:
A DIFFERENT TIME FRAME MAY BE MORE ADVANTAGEOUS FOR THE REDEVELOPMENT. As
discussed below, we continually monitor whether a property should be
redeveloped, and believe that redevelopment of the property at this time would
be advantageous to the partnership. Many factors could affect whether incurring
the redevelopment costs at this time actually will be advantageous, including
changes in economic conditions generally or in the community where the property
is located, redevelopment costs being greater than we anticipate, or
construction or renovation of competing apartment developments.
THE REDEVELOPMENT IS SUBJECT TO CONSTRUCTION RELATED RISKS. Like any
construction project, the redevelopment of the property entails significant
construction risks, including cost overruns, shortages of materials or skilled
labor, labor disputes, unforeseen environmental or engineering problems, work
stoppages, fire and other natural disasters, construction scheduling problems
and weather interference, any of which, if they occurred, could delay the
redevelopment or result in a substantial increase in redevelopment costs to the
partnership.
EVEN IF THE LOAN IS APPROVED, AIMCO PROPERTIES, LP IS NOT OBLIGATED TO PROVIDE
THE LOAN. If AIMCO Properties, LP determines that our time frame for the
redevelopment of the property is not advantageous for the reasons discussed
above, it may determine not to provide the loan to the partnership. In that
case, we would not be able to redevelop the property as described in this
consent solicitation and our general partners believe the property would become
less competitive with other communities in the local market.
AIMCO PROPERTIES, LP MAY REQUIRE REPAYMENT OF THE LOAN ON DEMAND. AIMCO
Properties, LP will have the right to demand repayment in full of all
outstanding principal and accrued interest on the loan at any time. If the
partnership does not have sufficient funding sources to repay such amount at
that time and is otherwise unable to refinance the loan or work out alternative
payment terms with AIMCO Properties, LP, the financial status of the partnership
could be jeopardized.
THE AVAILABILITY OF REDEVELOPMENT FUNDING SOURCES IN ADDITION TO THE LOAN MAY BE
DIFFERENT THAN WE ANTICIPATE. As described below in "Redevelopment Funding" we
anticipate that the redevelopment will be funded through a combination of
funding sources, which include the retention of cash flow by the partnership and
the refinancing of certain debt obligations on our Preston Creek Apartments
property in addition to the loan to the partnership by AIMCO Properties, LP. If
any of these additional funding sources are not available to the partnership as
anticipated, the size of the loan will be larger than currently anticipated and
the partnership's ability to repay such loan will be delayed. As a result, the
period during which cash flow distributions to our partners are suspended in
order to fund the redevelopment and repay the loan would be lengthened.
OUR MANAGING GENERAL PARTNER HAS CONFLICTS OF INTEREST. Our general partners
have conflicts of interest with respect to the loan and provision of
redevelopment services by AIMCO Properties, LP to the partnership. As described
in further detail below in "Redevelopment Funding", AIMCO Properties, LP is an
affiliate of our managing general partner and will be repaid the outstanding
balance of the loan plus accrued interest before the partnership will be
permitted to resume any distributions to our limited partners. Our managing
general partner's affiliate will also be paid the redevelopment fees before our
limited partners will receive any distributions. Further, Apartment Investment
and Management Company, or AIMCO, and its affiliates hold an ownership interest
in our general partners as well as 68.00% of the outstanding limited partnership
units of the partnership. As a result, AIMCO is in a position to influence all
voting decisions with respect to the partnership. (See "Approval of the Loan and
Redevelopment Services" for a discussion of AIMCO's effective voting control and
certain voting restrictions on the partnership units held by our affiliates.)
Although our managing general partner, Fox Capital Management Corporation, owes
fiduciary duties to our limited partners, it also owes fiduciary duties to
AIMCO, which is its ultimate parent company. NPI Equity Investments II, Inc.,
the managing general partner of Fox Realty Investors, our other general partner,
is also ultimately owned by AIMCO. As a result, our general partner's duties to
the partnership and our limited partners may come into conflict with their
duties to AIMCO.
WHY OUR GENERAL PARTNERS RECOMMEND CONSENTING TO THE LOAN AND THE REDEVELOPMENT
SERVICES
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Our general partners recommend that our limited partners consent to AIMCO
Properties, LP's loan to the partnership and its provision of the redevelopment
services. Our general partners believe that the redevelopment of our Preston
Creek Apartments property, including the redevelopment services, and the planned
funding of the redevelopment, including the loan, is in the best interests of
the partnership and our limited partners. In making its determination, our
general partners considered a number of factors, including the following:
o Our general partners believe that redevelopment of the property will
eventually allow an increase in the net operating income at the
property and will permit the property to remain competitive with other
rental properties in the local market.
o Our general partners believe that if the redevelopment does not occur,
the property will still require in excess of $900,000 in improvements
to remedy existing structural problems, including foundation and boiler
repair, the replacement of damaged roofing and the repair of vinyl
siding, but these structural improvements are not of the type which
will increase the net operating income available with respect to the
property.
o In addition, our general partners believe that if the redevelopment
does not occur, the competitiveness of the property with respect to
other available communities in the local market will continue to
decline as most of such communities have already been redeveloped and
are in better condition and have better amenities than our property.
o Our general partners have determined that third-party financing is not
available for the portion of the redevelopment costs proposed to be
funded by our AIMCO Properties, LP, and without the loan the
redevelopment cannot occur.
o Our general partners have determined that the redevelopment fees to be
paid to the affiliate of our managing general partner are not in excess
of the fees that the partnership would have to pay a third-party to
perform the redevelopment services, and that, as an affiliate, it is
more familiar with the Preston Creek Apartments property and will be
able to plan and supervise the redevelopment more efficiently than a
third-party.
In general, the partnership regularly evaluates the capital needs and
competitive position of our properties by considering various factors, such as
the partnership's financial position and real estate market conditions. The
partnership monitors our properties' specific locale and sub-market conditions
(including stability of the surrounding neighborhood), evaluating resident
demand, current trends, competition, new construction and economic changes. The
partnership oversees each asset's operating performance and continuously
evaluates the physical improvement requirements. In addition, the financing
structure for a property (including any prepayment penalties), tax implications,
availability of attractive mortgage financing and the investment climate all are
considered. Another significant factor that the partnership considers is the tax
consequences of a particular sale of property. After taking into account the
foregoing considerations, we believe it to be in the best interests of the
partnership and our limited partners to redevelop our Preston Creek Apartments
property.
For these reasons, our general partners have approved the redevelopment of the
property, and the planned funding of the redevelopment, including a loan by
AIMCO Properties, LP to the partnership and the provision of the redevelopment
services by an affiliate of our managing general partner, which are described in
greater detail below.
THE PROPERTY
The partnership has owned and operated the Preston Creek Apartments property
since 1981. The property is a 228-unit apartment complex located in Dallas,
Texas. To our knowledge, the property has not undergone major renovation or
redevelopment since its construction in 1979.
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THE REDEVELOPMENT
Our planned redevelopment of the property includes improvements to building
structures, apartment interiors, common areas and the property site. The
property requires repair of foundation, roofing, siding and boilers. Interior
upgrades to the property's apartment units will include upgrades to kitchen
appliances such as refrigerators, stoves, microwaves and dishwashers. Common
area upgrades will include improvements to the property's pool and hot tubs and
removal of its tennis courts. In addition, the property site redevelopment will
include improvements to the parking lots, landscaping, exterior lighting,
fencing and signage.
We plan to start the redevelopment as soon as practicable after we receive the
requisite consent of our limited partners needed to approve the loan to us by
AIMCO Properties, LP as described below in "Approval of the Loan and
Redevelopment Services ". We currently estimate that the redevelopment will take
approximately seven months, but many factors could cause the redevelopment
period to vary from our estimate, including shortages of materials or skilled
labor, labor disputes, unforeseen environmental or engineering problems, work
stoppages, scheduling problems, weather interference or natural disasters. See
also "Risk Factors" above. We expect that the interior improvements will occur
simultaneously with the exterior redevelopment and will not require residents to
vacate units before interior improvements can be completed.
We currently estimate that the total redevelopment costs will be approximately
$2.5 million, excluding any interest on the loan to us by AIMCO Properties, LP.
Of course, our estimate assumes that we will be able to start the redevelopment
on or before October 1, 2004 and is based on information known to us at this
time. Many factors could cause the actual redevelopment costs to vary from our
estimate, including construction cost overruns and unforeseen environmental or
engineering problems. See also "Risk Factors" above.
We plan to use an affiliate of our managing general partner Fox Capital
Management Corporation to review the local market where our Preston Creek
Apartments property is located and to plan and supervise the redevelopment of
such property. The partnership would pay this affiliate a redevelopment planning
fee of $25,000 and a redevelopment supervision fee of 4% of the actual
redevelopment costs for the Preston Creek Apartments property, or approximately
$100,000 based on the current estimated redevelopment costs.
REDEVELOPMENT FUNDING
We propose to fund the redevelopment through a combination of (1) retention of
cash flow by the partnership, (2) refinancing of the partnership's assets with
third parties to the extent practicable, and (3) a loan to the partnership by
AIMCO Properties, LP, an affiliate of our managing general partner, as described
in further detail below.
We plan to retain cash flow that would otherwise be distributed to our partners
for use as our first source of redevelopment funding. As a result, we will stop
making cash flow distributions to our partners as soon as we receive the
requisite limited partner consent with respect to the loan to us by our managing
general partner. We do not plan to resume cash flow distributions to our
partners until the redevelopment is completely funded and the loan to us by
AIMCO Properties, LP is fully repaid. We estimate that we will resume cash flow
distributions to our partners approximately 12 months following the start of the
redevelopment based on information known to us at this time and our projected
budget for the redevelopment. Many factors could cause this period to vary,
including a change in our projected cash flow, a change in the projected costs
of the redevelopment or the availability of alternative funding sources. Based
on information known to us at this time, we anticipate that during this period
we will withhold approximately $893,000 of cash flow otherwise distributable to
our partners, but this amount may vary as the result of many factors, including
changes in local market rent rates, occupancy rates, bad debt expense and
environmental or other regulatory liabilities experienced by the partnership or
our properties and our ability to utilize other funding sources as described
below.
We currently plan to refinance our assets with third parties to the extent
practicable. This refinancing may include a refinancing at the scheduled
maturity date of our existing indebtedness or a second mortgage on our assets.
If a portion of the redevelopment remains unfunded at the time of any
refinancing, we will use the refinancing proceeds to fund the redevelopment. We
will not distribute any remaining proceeds until the redevelopment is fully
funded and the loan to us by AIMCO Properties, LP is fully repaid. We currently
anticipate that third party refinancing of our indebtedness on the Preston Creek
Apartments property will be available to us in the end of the third quarter of
2005, but such availability may change as the result of various factors,
including changes in existing real estate, debt market and general economic
conditions and the economic performance of the partnership and our properties.
If we are successful in refinancing this property, we estimate that the
refinancing proceeds will be enough for us to fund
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the balance of any remaining redevelopment costs and to repay any outstanding
balance and accrued interest on the loan made to the partnership by AIMCO
Properties, but our estimate is subject to change as the result of many factors,
including changes in existing real estate, debt market and general economic
conditions and the economic performance of the partnership and our properties.
Finally, if during any month of the redevelopment the costs exceed the total
amount of funding we have after we have used all the sources described above,
AIMCO Properties, LP, an affiliate of our managing general partner Fox Capital
Management Corporation, will make a loan to the partnership in an amount equal
to the shortfall. This loan will accrue interest at an annual rate of 10%,
compounded monthly. The principal and accrued interest on this loan will be
payable in full at any time upon demand of AIMCO Properties, LP. If at any time
we accumulate more funds than we need to pay the remaining redevelopment costs,
then we will first repay the entire outstanding balance of and accrued interest
on the loan made to us by our managing general partner before we resume any
distributions to our partners. Based on our projected redevelopment budget, we
estimate that the total principal amount of and any accrued interest on the loan
will amount to approximately $2.1 million by the beginning of the second quarter
of 2005, and will be repaid at the end of the third quarter of 2005 as described
above. Or course many factors could cause the actual size of the loan to vary
from this estimate, including changes in redevelopment cost and availability of
funding sources. See also "Risk Factors" above.
APPROVAL OF THE LOAN AND REDEVELOPMENT SERVICES
Our general partners have approved the redevelopment of our Preston Creek
Apartments property and the planned funding of the redevelopment, including the
loan to the partnership by AIMCO Properties, LP, and the provision of
redevelopment services by another affiliate of our managing general partner, and
determined that they are in the best interests of the partnership and our
limited partners.
Section 15.3.12 of our partnership agreement prohibits our general partners and
their affiliates from making any short-term unsecured loan to us which bears
interest at a rate in excess of 2% above the prime rate charged by Wells Fargo
Bank, N.A. of San Francisco. In addition, Section 15.3.29 of our partnership
agreement prohibits the partnership from entering into any contract with our
general partners or their affiliates to construct or develop partnership
properties or to render any services to the partnership in connection with such
construction or development. Section 16.2.4 of our partnership agreement
provides that the agreement may be amended by a vote of our limited partners
owning a majority of the outstanding limited partnership units entitled to vote.
Consequently, the loan and provision of redevelopment services to the
partnership would require the consent to the loan and redevelopment services and
waiver of the provisions prohibiting them by limited partners holding a majority
of our outstanding limited partnership units entitled to vote.
We have set [________], 2004 as the record date for determining the limited
partners entitled to notice of and consent to the loan and provision of
redevelopment services to us by AIMCO Properties, LP and an affiliate of our
managing general partner and waive the prohibitions on the loan and
redevelopment services in our partnership agreement. Only limited partners of
record on this date may execute and deliver a consent form. As of the record
date, there were 89,980 limited partnership units issued and outstanding. Each
limited partnership unit represents approximately 0.0011% of our outstanding
limited partnership units. Our partnership agreement prohibit our managing
general partner from voting the limited partnership units owned by it. However
affiliates of our managing general partner currently own 61,327.34 limited
partnership units, or approximately 68.26% of our outstanding limited
partnership units. These affiliates have indicated to us that they will consent
to the loan and provision of redevelopment services to the partnership in
connection with the redevelopment. However, the 35,473.17 limited partnership
units held by affiliate Riverside Drive, LLC are subject to a voting
restriction.
Riverside Drive, LLC has previously agreed to vote the 35,473.17 limited
partnership units it holds (i) against any proposal to increase the fees and
other compensation payable by the partnership to our managing general partner,
Fox Capital Management Corporation and any of its affiliates, and (ii) with
respect to any proposal made by our managing general partner or any of its
affiliates in proportion to votes cast by other unitholders. Affiliates of our
general partners can vote free of this voting restriction a total of 42,680.12
limited partnership units, or approximately 47.43% of the limited partnership
units, consisting of the 25,854.17 limited partnership units held by affiliates
other than Riverside Drive, LLC plus a corresponding proportion of the
restricted limited partnership units. As a result, the consent of owners not
affiliated with our managing general partner holding approximately an additional
1,455.33 limited partnership units (or approximately 2.67% of our unrestricted
limited partnership units
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and approximately 1.62% of our total outstanding limited partnership units) will
be required to approve the loan and the redevelopment services because once this
percentage is achieved the affiliates of our general partners will automatically
vote in favor of the loan and redevelopment services that number of the
remaining 18,647.22 restricted limited partnership units which corresponds to
2.67% of our restricted limited partnership units.
PLANS AFTER THE REDEVELOPMENT
After completion of the redevelopment, we will plan to continue to hold and
operate our Preston Creek Apartments property and increase rents to reflect the
improvements to the property resulting from the redevelopment.
PARTNERSHIP BUSINESS
The partnership is a publicly held limited partnership organized in May 1980,
under the California Uniform Limited Partnership Act, to acquire and operate
residential apartment complexes. The general partners are Fox Capital Management
Corporation and Fox Realty Investors. Our managing general partner is Fox
Capital Management Corporation. Fox Capital Management Corporation is a
subsidiary of AIMCO, and the managing general partner of Fox Realty Investors is
an AIMCO affiliate. Our partnership agreement provides that the term of the
partnership terminates on December 31, 2020, unless terminated before such date.
Our primary business is to hold for investment and ultimately sell our
income-producing real estate properties. Funds we obtained during our public
offering were invested in 17 apartment properties. We have sold 15 of these
investment properties and, as of the date of this consent solicitation, continue
to operate the remaining two residential apartment complexes located in Texas.
See below for a description of our remaining properties.
During the partnership's public offering of limited partnership units beginning
in July 1980 and ending in April 1981, the partnership offered up to $90,000,000
in limited partnership units. Upon termination of the offering, the partnership
had sold limited partnership units having an initial cost of $89,980,000. Since
our initial offering, we have not received, nor are our limited partners
required to make, additional capital contributions. We intend to maximize the
operating results and, ultimately, the net realizable value of each of our
properties in order to achieve the best possible return for our limited
partners. These results may best be achieved by holding and operating the
properties or through property sales or exchanges, refinancings, debt
restructurings or relinquishment of the assets. We evaluate each of our holdings
periodically to determine the most appropriate strategy for each of our assets.
We have no employees. Management and administrative services are performed by
our managing general partner and by agents retained by it. An affiliate of our
managing general partner provides property management services for our
properties.
For information on certain of our pending litigation, please refer to our most
recent reports on Forms 10-KSB and 10-QSB (for the year ended December 31, 2003
and the three months ended March 31, 2004 and the three months ended June 30,
2004) filed with the Securities and Exchange Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding our limited
partnership units owned by each person or entity who is known by us to own
beneficially more than 5% of the limited partnership units as of September 3,
2004:
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<Table>
<Caption>
NAME AND ADDRESS NUMBER OF LIMITED PARTNERSHIP
OF BENEFICIAL OWNER UNITS PERCENT OF CLASS
Fox Capital Management Corp. 100 0.11%
(an affiliate of AIMCO)
AIMCO IPLP, L.P. 107 0.12%
(an affiliate of AIMCO)
Riverside Drive, LLC 35,473.17 39.43%
(an affiliate of AIMCO)
Madison River Properties, LLC 4,222 4.69%
(an affiliate of AIMCO)
AIMCO Properties, LP 21,525.17 23.92%
(an affiliate of AIMCO)
TOTAL: 61,427.34 68.27%
</Table>
AIMCO IPLP, L.P. (formerly known as Insignia Properties, L.P.), Riverside Drive,
LLC, Fox Capital Management Corporation and Madison River Properties, LLC are
indirectly ultimately owned by AIMCO. Their business address is 55 Beattie
Place, Greenville, South Carolina 29602.
AIMCO Properties, L.P., is indirectly ultimately controlled by AIMCO. Its
business address is 4582 S. Ulster Street Parkway, Suite 1100, Denver Colorado
80237.
No director or officer of our managing general partner, Fox Capital Management
Corporation, owns any limited partnership units. Our managing general partner
owns 100 limited partnership units as required by the terms of the partnership
agreement governing the partnership.
PARTNERSHIP PROPERTIES
The following table sets forth our current investment in real property:
<Table>
<Caption>
PROPERTY DATE OF PURCHASE TYPE OF OWNERSHIP USE
Preston Creek Apartments, 8/81 Fee ownership, subject to Apartment - 228 units
Dallas, Texas a first mortgage
Lakeside Place Apartments, 12/80 Fee ownership, subject to Apartment - 460 units
Houston, Texas a first mortgage
</Table>
WHERE YOU CAN FIND MORE INFORMATION ABOUT THE PARTNERSHIP
We are subject to the informational requirements of the Securities Exchange Act
of 1934 and are required to file annual and quarterly reports, proxy statements
and other information with the SEC. You can inspect and copy reports and other
information filed by us with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. You may also obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0300.
The SEC also maintains an Internet site at http://www.sec.gov that contains
reports and proxy and information statements regarding issuers, including us,
that file electronically with the SEC.
You should only rely on the information provided in this consent solicitation or
any supplement or on information we have filed with the SEC. We have not
authorized anyone else to provide you with information. You should not assume
that the information in this consent solicitation or any supplement or in any of
our filings with the SEC is accurate as of any date other than the date on the
front of this consent solicitation or the supplement or as of the date of such
filings.
You may request a copy of our filings with the SEC, at no cost, by writing or
calling us at the following address or telephone number: c/o THE ALTMAN GROUP,
INC., 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071, telephone: (800)
217-9608.
SOLICITATION OF CONSENTS
We will solicit consents by mail, telephone, e-mail and in person. Solicitation
may be made by our representatives, none of whom will receive additional
compensation for such solicitations. The cost of preparing, assembling,
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printing and mailing this consent solicitation and the enclosed consent form
will be borne by the partnership. We have retained The Altman Group, Inc. to act
as our solicitation agent in connection with this consent solicitation. The fees
and expenses of our solicitation agent will be paid by the partnership and are
estimated to be approximately $4,500.
CONSENT PROCEDURES
LIMITED PARTNERS WHO WISH TO CONSENT TO THE LOAN AND THE REDEVELOPMENT SERVICES
SHOULD DO SO BY MARKING THE APPROPRIATE BOX ON THE INCLUDED CONSENT FORM AND BY
SIGNING, DATING AND DELIVERING THE CONSENT FORM TO THE SOLICITATION AGENT BY
HAND, MAIL, OVERNIGHT COURIER OR FACSIMILE AT THE ADDRESS OR FACSIMILE NUMBER
SET FORTH ON THE CONSENT FORM, ALL IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED
HEREIN AND THEREIN.
All consent forms that are properly completed, signed and delivered to our
solicitation agent and not properly revoked (See "Revocation of Instructions"
below) prior to 5:00 p.m., New York City time, on [_______], 2004, will be given
effect in accordance with the specifications thereof. IF A CONSENT FORM IS
DELIVERED AND NEITHER THE "CONSENTS," THE "WITHHOLDS CONSENT" NOR THE "ABSTAINS"
BOX IS MARKED, BUT THE CONSENT FORM IS OTHERWISE PROPERLY COMPLETED AND SIGNED,
THE LIMITED PARTNER WILL BE DEEMED TO HAVE CONSENTED TO THE LOAN AND THE
REDEVELOPMENT SERVICES.
Consent forms must be executed in exactly the same manner as the name(s) in
which ownership of the limited partnership units is registered. If the limited
partnership units to which a consent form relates are held by two or more joint
holders, all such holders should sign the consent form. If a consent form is
signed by a trustee, partner, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary, agency or representative capacity, such person must so indicate when
signing and submit with the consent form evidence satisfactory to us of
authority to execute the consent form.
The execution and delivery of a consent form will not affect a limited partner's
right to sell or transfer the limited partnership units. All consent forms
received by the solicitation agent (and not properly revoked) prior to
5:00 p.m., New York City time, on [________], 2004 will be effective
notwithstanding a record transfer of such limited partnership units subsequent
to the record date, unless the limited partner revokes such consent form prior
to 5:00 p.m., New York City time, on [________], 2004 by following the
procedures set forth under "Revocation of Instructions" below.
All questions as to the validity, form and eligibility (including time of
receipt) regarding consent procedures will be determined by us in our sole
discretion, which determination will be conclusive and binding. We reserve the
right to reject any or all consent forms that are not in proper form. We also
reserves the right to waive any defects, irregularities or conditions of
delivery as to particular consent forms. Unless waived, all such defects or
irregularities in connection with the deliveries of consent forms must be cured
within such time as we determine. Neither we nor any of our affiliates or any
other persons shall be under any duty to give any notification of any such
defects, irregularities or waivers, nor shall any of them incur any liability
for failure to give such notification. Deliveries of consent forms will not be
deemed to have been made until any irregularities or defects therein have been
cured or waived. The interpretations of the terms and conditions of this
solicitation by us shall be conclusive and binding.
REVOCATION OF INSTRUCTIONS
Any limited partner who has delivered a consent form to our solicitation agent
may revoke the instructions set forth in the consent form by delivering to our
solicitation agent a written notice of revocation prior to 5:00 p.m., New York
City time, on the [_________], 2004. In order to be effective, a notice of
revocation of the instructions set forth in a consent form must (i) contain the
name of the person who delivered the consent form, (ii) be in the form of a
subsequent consent form marked either as "CONSENTS," "WITHHOLDS CONSENT" or
"ABSTAINS," as the case may be, or in a writing delivered to us stating that the
prior consent form is revoked, (iii) be signed by the limited partner in the
same manner as the original signature on the consent form, and (iv) be received
by our solicitation agent prior to 5:00 p.m., New York City time, on the
[__________], 2004 at one of its addresses or facsimile number set forth on the
consent form. A purported notice of revocation that lacks any of the required
information, is dispatched to an improper address or telephone number or is not
received in a timely manner will not
9
be effective to revoke the instructions set forth in a consent form previously
given. A revocation of the instructions set forth in a consent form can only be
accomplished in accordance with the foregoing procedures. NO LIMITED PARTNER MAY
REVOKE THE INSTRUCTIONS SET FORTH IN A CONSENT FORM AFTER 5:00 P.M., NEW YORK
CITY TIME, ON [__________], 2004.
NO APPRAISAL RIGHTS
Our limited partners are not entitled to dissenters' appraisal rights under
California law or our partnership agreement in connection with the loan to us by
AIMCO Properties, LP to fund the redevelopment or the provision to us of the
redevelopment services by another affiliate of our managing general partner.
REGULATORY APPROVALS
Other than the filing and distribution of this consent solicitation, no
regulatory approvals are required for the loan to us by AIMCO Properties, LP to
fund the redevelopment or the provision to us of the redevelopment services by
another affiliate of our managing general partner.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
This consent solicitation is being sent to all holders of record of our
outstanding limited partnership units as of the record date We will promptly
send upon written or oral request additional copies of this consent solicitation
to any limited partner that requests additional copies. In order to obtain
additional copies, please contact us by mail at c/o THE ALTMAN GROUP, INC., 1275
Valley Brook Avenue, Lyndhurst, New Jersey 07071; by telephone at (800)
217-9608; or by facsimile at (201) 460-0050.
10
CONSENT OF LIMITED PARTNER
OF
CENTURY PROPERTIES FUND XV
A CALIFORNIA LIMITED PARTNERSHIP
The undersigned, a limited partner of Century Properties Fund XV, a California
limited partnership, and the holder of units of limited partnership interest in
the partnership, acting with respect to all of the units owned by the
undersigned, hereby:
[___] CONSENTS [___] WITHHOLDS CONSENT [___] ABSTAINS
with respect to the following:
1. The waiver of the prohibitions set forth in the partnership
agreement of the partnership on (a) a loan to the partnership
by AIMCO Properties, LP, an affiliate of the managing general
partner of the partnership, and (b) the provision to the
partnership of redevelopment services by another affiliate of
the managing general partner, such waiver to be used solely to
fund a portion of the redevelopment of the partnership's
property known as the Preston Creek Apartments, located in
Dallas, Texas and to permit the provision of redevelopment
services with respect to such property, in each case, as
described in further detail in the consent solicitation, dated
[_________], 2004.
OUR GENERAL PARTNERS RECOMMEND THAT YOU CONSENT TO THE WAIVER AND PERMIT THE
LOAN AND THE PROVISION OF THE REDEVELOPMENT SERVICES.
IF NO ELECTION IS SPECIFIED, ANY OTHERWISE PROPERLY COMPLETED AND SIGNED CONSENT
FORM WILL BE DEEMED TO BE A CONSENT TO THE WAIVER AND PERMIT THE LOAN AND THE
PROVISION OF REDEVELOPMENT SERVICES.
The undersigned hereby acknowledges receipt of the consent solicitation, dated
[________], 2004. THIS CONSENT IS SOLICITED ON BEHALF OF CENTURY PROPERTIES FUND
XV, BY FOX CAPITAL MANAGEMENT CORPORATION AND FOX REALTY INVESTORS, ITS GENERAL
PARTNERS.
The undersigned hereby constitutes and appoints the managing general partner of
the partnership as his or her attorney-in-fact for the purposes of executing any
and all documents and taking any and all actions required under the partnership
agreement in connection with this consent solicitation or in order to implement
the actions set forth above.
A FULLY COMPLETED, SIGNED AND DATED COPY OF THIS CONSENT FORM SHOULD BE SENT TO
THE SOLICITATION AGENT BY HAND, MAIL, OVERNIGHT COURIER OR BY FAX TO THE ADDRESS
OR FAX NUMBER SPECIFIED ON THE LAST PAGE BELOW.
Please sign exactly as you hold your limited partnership units. When signing as
an attorney-in-fact, executor, administrator, trustee or guardian, please give
your full title. If an interest is jointly held, each holder should sign. If a
corporation, please sign in full corporate name by a duly authorized officer. If
a partnership, please sign in partnership name by a duly authorized person.
ALL RESPONSES MUST BE RECEIVED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON
[__________], 2004.
[Signature Page Follows]
DATE: , 2004 INDIVIDUAL
-------------- ---
-------------------------------------------
Signature (Individual)
-------------------------------------------
Signature (All record holders should sign)
-------------------------------------------
Type or Print Name(s)
-------------------------------------------
Tax Identification or Social Security Number
--------------------------
Telephone Number
DATE: , 2004 CORPORATION, PARTNERSHIP, TRUST OR OTHER
-------------- --- ENTITY*
-------------------------------------------
Type or Print Name of Entity
By:
----------------------------------------
Its:
---------------------------------------
-------------------------------------------
Type or Print Name
-------------------------------------------
Tax Identification or Social Security Number
--------------------------
Telephone Number
*If interests are held by an entity, the Certificate of Signatory must also be
completed.
CERTIFICATE OF SIGNATORY
To be completed if consent is signed for by an entity.
I, _____________________, am the __________________ of _______________________.
I certify that I am empowered and duly authorized by the above entity
to execute this consent form, and certify that the consent form has been duly
and validly executed on behalf of the entity and constitutes the legal and
binding obligations of the entity.
Dated: , 2004
------------- ---- -------------------------------------------
Signature
-------------------------------------------
Please Print Name
THE SIGNED CONSENT FORM SHOULD BE DELIVERED BY ANY ONE OF THESE METHODS:
By Facsimile: By Overnight Courier:
(201) 460-0050 The Altman Group, Inc.
1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071
By Mail: By Hand:
The Altman Group, Inc. The Altman Group, Inc.
1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071
For Information, Please
Call The Altman Group at:
(800) 217-9608