Exhibit (a)(3)
May 3, 2007
TO: UNIT HOLDERS OF CENTURY PROPERTIES GROWTH FUND XXII
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") the Purchasers named in the attached Offer
(collectively the "Purchasers") are offering to purchase up to 20,000 Units of
limited partnership interest (the "Units") in CENTURY PROPERTIES GROWTH FUND
XXII (the "Partnership") at a purchase price equal to:
$131 per Unit
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The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in CENTURY PROPERTIES GROWTH FUND XXII without the usual
transaction costs associated with market sales or partnership transfer fees.
Reasons you may wish to sell your Units include:
o HIGHEST OFFER YET. This Offer is 256% higher than our last offer,
after taking into account the distribution earlier this year.
o UNCERTAINTY OF PARTNERSHIP TERMINATION. Our offer provides you with
the opportunity to receive a guaranteed amount of money in a specified
time period. The general partner has given no indication when the
partnership will be liquidating and the Partnership term extends
through December 31, 2016. Therefore, investors may not see liquidity
for some time.
o NO MORE DISTRIBUTIONS? The Partnership has disclosed that "there can
be no assurance that the Partnership will generate sufficient funds
from operations after planned capital expenditures to permit
additional distributions to its partners during 2007 or subsequent
periods." (emphasis added).
o ILLIQUIDITY OF UNITS. The relative illiquidity of the Units resulting
from the absence of a formal trading market makes the Units difficult
to sell.
o NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell your
Units will be the final year for which you will be obligated to file a
K-1 for the Partnership with your tax return. This may represent a
reduction in costs associated with filing complicated tax returns.
Your decision to sell may have other favorable or unfavorable tax
consequences and potential sellers should consult their individual tax
advisers.
o ELIMINATION OF RETIREMENT ACCOUNT FEES. If you sell your Units, you
may avoid incurring fees for having this investment in your IRA or
retirement account. Because many custodians have transfer restrictions
against limited partnership units or charge additional fees for
holding this type of asset, many investors are faced with the task of
searching for a way to avoid these fees. Once our cash payment is sent
directly to your retirement account, you are free to consolidate your
retirement accounts or transfer the funds to a custodian that offers
lower fees.
After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on pink paper) and change of address forms, and any other documents required by
the Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson Fuller, LP
1640 School Street, Moraga, California 94556
Facsimile: (925) 631-9119
If you have any questions or need assistance, please call the Depositary at
800-854-8357. This Offer expires (unless extended) June 5, 2007.