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EX-10.1 - EX-10.1 - CENTURY PROPERTIES FUND XV | d83807exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2011
CENTURY PROPERTIES FUND XV
(Exact name of registrant as specified in its charter)
CALIFORNIA (State or other jurisdiction of incorporation) |
0-9680 (Commission File Number) |
94-2625577 (IRS Employer Identification No.) |
55 BEATTIE PLACE POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA |
29602 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (864) 239-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. Entry into a Material Definitive Agreement.
On July 28, 2011, Century Properties Fund XV, a California limited partnership (CPF XV),
entered into an agreement and plan of merger (the Merger Agreement) with Century Properties Fund
XV, LP, a Delaware limited partnership (New CPF XV), AIMCO Properties, L.P., a Delaware limited
partnership (AIMCO OP) and AIMCO CPF XV Merger Sub LLC, a Delaware limited liability company of
which AIMCO OP is the sole member (the Merger Subsidiary), pursuant to which CPF XV will be
merged with and into New CPF XV, with New CPF XV as the surviving entity, following which the
Merger Subsidiary will be merged with and into New CPF XV, with New CPF XV as the surviving entity.
In the mergers, each unit of limited partnership interest (each, a Unit) of CPF XV
outstanding immediately prior to the consummation of the mergers will be converted into an
identical unit of limited partnership interest in New CPF XV (also referred to herein as a Unit),
following which each Unit (other than Units held by limited partners who perfect their appraisal
rights pursuant to the Merger Agreement) will be converted into the right to receive, at the
election of the limited partner, either (i) $45.61 in cash (the Cash Consideration) or (ii) a
number of partnership common units of AIMCO OP calculated by dividing $45.61 by the average closing
price of Apartment Investment and Management Company common stock, as reported on the New York
Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately
prior to the effective time of the mergers. However, if AIMCO OP determines that the law of the
state or other jurisdiction in which a limited partner resides would prohibit the issuance of
partnership common units of AIMCO OP in that state or other jurisdiction (or that registration or
qualification in that state or jurisdiction would be prohibitively costly), then such limited
partner will only be entitled to receive the Cash Consideration for each Unit. Those limited
partners who do not make an election will be deemed to have elected to receive the Cash
Consideration.
In the second merger, AIMCO OPs membership interest in the Merger Subsidiary will be
converted into Units of New CPF XV. As a result, after the mergers, AIMCO OP will be the sole
limited partner of New CPF XV, holding all outstanding Units. Fox Capital Management Corporation
and Fox Realty Investors will continue to be the general partners of CPF XV after the mergers and
CPF XVs partnership agreement prior to the mergers will be amended to reflect the mergers.
Completion of the mergers is subject to certain conditions, including approval by a majority
in interest of the limited partners holding Units. As of July 21, 2011, CPF XV had issued and
outstanding 89,975 Units, and AIMCO OP and its affiliates owned 65,841.34 of those Units, or
approximately 73.18% of the number of outstanding Units. Approximately 35,473.17 of the Units owned
by an affiliate of AIMCO OP are subject to a voting restriction, which requires such Units to be
voted in proportion to the votes cast with respect to Units not subject to this voting restriction.
AIMCO OP and its affiliates have indicated that they will vote all of their Units that are not
subject to this restriction, approximately 30,368.17 Units or approximately 33.75% of the
outstanding Units, in favor of the Merger Agreement and the mergers. As a result, affiliates of
AIMCO OP will vote a total of approximately 50,133 Units, or approximately 55.72% of the
outstanding Units in favor of the Merger Agreement and the mergers. AIMCO OP and its affiliates
have indicated that they intend to take action by written consent to approve the mergers.
The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the
Merger Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Additional Information for Investors:
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities. AIMCO OP and Apartment Investment and Management Company will file with the
Securities and Exchange Commission a registration statement on Form S-4 that will include an
information statement of CPF XV relating to the transaction, which will also constitute a
prospectus of AIMCO OP and Apartment Investment and Management Company. INVESTORS ARE URGED TO READ
THE INFORMATION STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE TRANSACTION.
The information statement/prospectus and other documents which will be filed with the
Securities and Exchange Commission will be available free of charge at the SECs website,
www.sec.gov. You may request a copy of these filings, at no cost, by writing or calling Apartment
Investment and Management Company at the following address and telephone number: ISTC Corporation,
P.O. Box 2347, Greenville, South Carolina 29602; telephone number (864) 239-1029.
ITEM 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report:
Exhibit | ||||
Number | Description | |||
10.1 | Agreement and Plan of Merger, dated July 28, 2011, by and
among Century Properties Fund XV, Century Properties Fund
XV, LP, AIMCO Properties, L.P. and AIMCO CPF XV Merger Sub
LLC. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
CENTURY PROPERTIES FUND XV | |||
Date: July 28, 2011 | By: | FOX CAPITAL MANAGEMENT CORPORATION, Its Managing General Partner |
||
By: | /s/ Stephen Waters | |||
Stephen Waters | ||||
Senior Director of Partnership Accounting |