SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20547
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
CENTURY PROPERTIES FUND XV
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(Name of Subject Company)
CENTURY PROPERTIES FUND XV
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(Names of Persons Filing Statement)
LIMITED PARTNERSHIP UNITS
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(Title of Class of Securities)
NONE
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(CUSIP Number of Class of Securities)
MARTHA L. LONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
55 BEATTIE PLACE
P.O. BOX 1089
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-1000
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of the persons filing statement)
Copies to:
Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
and
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
SCHEDULE 14D-9
This Schedule 14D-9 relates to the offer by AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), to purchase units of limited
partnership interest (the "Units") of Century Properties Fund XV, a California
limited partnership (the "Partnership"), at a price of $89.64 per unit in cash,
subject to the conditions set forth in the Offer to Purchase dated February 16,
2005, and in the related Letter of Transmittal, as each may be amended and
supplemented from time to time (collectively, the "Offer"). Copies of the Offer
to Purchase and the Letter of Transmittal are filed with this Schedule TO as
Exhibits (a)(1) and (a)(2), respectively.
ITEM 1. SUBJECT COMPANY INFORMATION.
(a) The information set forth under "THE OFFER -- Section 15. Certain
Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference. The Partnership's principal executive officer
is located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602,
and its phone number is (864) 239-1000.
(b) This Schedule 14D-9 relates to the units of limited partnership
interest of Century Properties Fund XV, of which 89,980 units were issued and
outstanding as of September 30, 2004.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Schedule 14D-9 is being filed by Century Properties Fund XV, a
California limited partnership (the "Partnership"), of which the managing
general partner is Fox Capital Management Corporation. The Partnership's
principal executive office is located at 55 Beattie Place, P.O. Box 1089,
Greenville, South Carolina 29602, and its phone number is (864) 239-1000.
(d) The information set forth under "SUMMARY TERM SHEET" and "THE OFFER --
Section 10. Information Concerning Us and Certain of Our Affiliates" in the
Offer to Purchase is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(d) The information set forth under "THE OFFER -- Section 13. Conflicts of
Interest and Transactions with Affiliates" in the Offer to Purchase is
incorporated herein by reference.
ITEM 4. SOLICITATION OR RECOMMENDATION.
(a) and (b) The information set forth under "THE OFFER -- Section 12.
Position of the General Partner of Your Partnership With Respect to the Offer"
in the Offer to Purchase is incorporated herein by reference.
(c) Not applicable.
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ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not Applicable.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(b) Not applicable.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(d) Not Applicable.
ITEM 8. ADDITIONAL INFORMATION.
(b) The information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference.
ITEM 9. EXHIBITS.
<Table>
(a)(1) Offer to Purchase dated February 16, 2005 (incorporated by
reference herein to the applicable exhibit filed with the
Schedule TO filed February 16, 2005, relating to the Offer).
(a)(2) Letter of Transmittal and related Instructions (incorporated
by reference herein to the applicable exhibit filed with the
Schedule TO filed February 16, 2005, relating to the Offer).
(a)(3) Letter from AIMCO OP to the Limited Partners of Century
Properties Fund XV (incorporated by reference herein to the
applicable exhibit filed with the Schedule TO filed February
16, 2005, relating to the Offer).
(e) Not applicable.
(g) None.
</Table>
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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 FUND XV
By: Fox Capital Management Corporation
Managing General Partner
By: /s/ MARTHA L. LONG
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Martha L. Long
Senior Vice President
Dated: February 16, 2005
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