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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 Persons Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of Century Properties Growth Fund XXII, a California limited
partnership (the "Partner ship"), with its business address located at
1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by ERP Operating Limited Partnership, an Illinois limited
partnership with its business address located at Two North Riverside
Plaza, Chicago, Illinois 60606.
ITEM 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) Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a),(b) The information in AIMCO Properties, L.P.'s Offer to Purchase
(the "Offer to Purchase"), dated October 12, 1999, and Letter to
Limited Partners, dated October 12, 1999, is incorporated herein by
reference. The Offer to Purchase is included as Exhibit (a)(2) and the
Letter to Limited Partners, dated October 12, 1999, is included as
Exhibit (a)(1) herein.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Comparison of Considerations to Alternative Consideration --
Prior Tender Offer" and "The Offer -- Section 13. Certain
Information Concerning Your
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Partnership -- Beneficial Ownership of Interests in Your
Partnership" is incorporated herein by reference.
(b) Units held by AIMCO Properties, L.P. or its affiliates will
not be tendered.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a)-(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated October 12, 1999.
(a)(2) Offer to Purchase, dated October 12, 1999 (Exhibit (a)(1) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated October
12, 1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal (Exhibit (a)(2) to the Schedule 14D-1 of
AIMCO Properties, L.P. is incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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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.
Dated: October 12, 1999
CENTURY PROPERTIES GROWTH FUND XXII
a California limited partnership
By: FOX PARTNERS IV
its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
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(a)(1) Letter to Limited Partners, dated October 12, 1999.
(a)(2) Offer to Purchase, dated October 12, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated October 12, 1999,
is incorporated herein by reference).
(a)(3) Letter of Transmittal (Exhibit (a)(2) to the Schedule 14D-1 of
AIMCO Properties, L.P., is incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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