UNITED STATES

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

Date of Report (Date of earliest event reported): ~~December~~February 1921, ~~2011~~2012

CENTURY PROPERTIES FUND XV

(Exact name of registrant as specified in its charter)

CALIFORNIA	0-9680	94-2625577
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
55 Beattie Place Post Office Box 1089 Greenville, South Carolina		29602
55 BEATTIE PLACE POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA		29602
(Address of principal executive offices)		(Zip Code)

Registrant’s 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):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders

As previously disclosed, on December 19, 2011, Century Properties Fund XV, a California limited partnership (“CPF XV”), ~~Century~~entered ~~Properties~~into ~~Fund~~an ~~XV,~~amended ~~LP,~~and arestated ~~Delaware~~agreement ~~limited~~and ~~partnership~~plan of merger (the “~~New~~Merger ~~CPF XV~~Agreement”), with AIMCO Properties, L.P., a Delaware limited partnership (“AIMCO OP”), Century Properties Fund XV, LP, a Delaware limited partnership (“New CPF XV”), and AIMCO CPF XV Merger Sub LLC, a Delaware limited liability company of which AIMCO OP iswas the sole member (the “Merger Subsidiary”). ~~entered~~The ~~into~~Merger an Agreement ~~and~~provides ~~Plan of~~for ~~Merger dated July~~(i) ~~28,~~the ~~2011,~~merger ~~pursuant~~of ~~to which~~ CPF XV ~~would be merged~~ with and into New CPF XV, with New CPF XV as the surviving entity (the “First Merger”), ~~following~~and ~~which~~(ii) after the First Merger, ~~Subsidiary~~the ~~would~~merger beof ~~merged~~the Merger Subsidiary with and into New CPF XV, with New CPF XV as the surviving entity. ~~On December 19, 2011, CPF XV, New CPF XV, AIMCO OP, and the Merger Subsidiary entered into an Amended and Restated Agreement and Plan of Merger~~ (the “~~Amended~~Second ~~and Restated~~ Merger ~~Agreement~~”). ~~Pursuant~~and tocollectively ~~the~~with ~~terms of~~ the ~~Amended~~First ~~and Restated~~ Merger ~~Agreement~~, the ~~cash consideration that holders of units of limited partnership (each a~~ “~~Unit~~Mergers”) ~~of CPF XV may elect to receive upon consummation of the merger transactions decreased from $45.61 to $41.83~~, ~~and the number of partnership common units of AIMCO OP that holders of the Units may elect to receive~~ upon ~~consummation~~approval ~~of the merger will be calculated~~ by ~~dividing~~a ~~$41.83~~majority byin ~~the~~interest ~~average closing price~~ of ~~Apartment Investment and Management Company common stock, as reported on~~ the ~~New~~units ~~York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time~~ of ~~the~~limited ~~merger.~~partnership ~~This~~interest ~~decrease in consideration is due to a change in the estimated market value~~ of CPF XV’s ~~property, changes in CPF XV’s financial position, and changes in~~ (the ~~market~~“Units”) ~~value of its indebtedness~~outstanding.

~~The~~On ~~foregoing~~February 21, ~~summary~~2012, ofAIMCO OP and its affiliates took action by written consent to approve the ~~Amended~~Mergers, which were completed on February 21, 2012. Prior to the Mergers, there were 89,965 Units issued and ~~Restated~~outstanding, ~~Merger~~of ~~Agreement~~which isAIMCO ~~qualified~~OP inand its ~~entirety~~affiliates byowned ~~reference~~65,841.34 Units (approximately 73.19%). After accounting for a voting restriction to ~~the~~which ~~Amended~~a portion of such Units were subject, AIMCO OP and ~~Restated~~its affiliates were entitled to vote 50,137 Units, or approximately 55.73% of the outstanding Units, in favor of the Merger Agreement and the Mergers. As a result of the Mergers, ~~which~~each isUnit ~~attached~~outstanding ~~hereto~~immediately prior to consummation of the Mergers (other than Units as ~~Exhibit 10~~to which appraisal rights are elected) was converted into the right to receive, at the election of the holder, either $41.83 in cash (the “Cash Consideration”) or 1.67 partnership common units of AIMCO OP. Limited partners who reside in the State of California, or who fail to make an election, will receive only the Cash Consideration. In addition, as a result of the Mergers, AIMCO OP’s membership interest in the Merger Subsidiary was converted into 100 units of limited partnership interest of New CPF XV. Fox Realty Investors and Fox Capital Management Corporation continue to be the general partners of New CPF XV and CPF XV’s agreement of limited partnership in effect immediately prior to the Mergers is the agreement and ~~incorporated~~limited ~~herein~~partnership byof ~~reference~~New CPF XV with the following changes: (i) references to the California Uniform Limited Partnership Act, as amended, were amended to refer to the Delaware Revised Uniform Limited Partnership Act, as amended; (ii) a description of the mergers was added; and (iii) the name of the partnership was changed to “Century Properties Fund XV, LP.”

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 have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes an information statement of CPF XV relating to the transaction and also constitutes a prospectus of AIMCO OP and Apartment Investment and Management Company. INVESTORS ARE URGED TO READ THE INFORMATION STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING THE TRANSACTION.

The information statement/prospectus and other documents which have been filed and will be filed with the SEC will be available free of charge at the SEC’s 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:

ExhibitNumber		Description
10.1		Amended and Restated Agreement and Plan of Merger, dated December 19, 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	~~CENTURY PROPERTIES FUND XV~~
Date: December 19, 2011		By:	FOX CAPITAL MANAGEMENT CORPORATION,
Date: February 21, 2012	By:	FOX CAPITAL MANAGEMENT CORPORATION,
		Its Managing General Partner	~~Its Managing General Partner~~
	By:	~~By:~~/s/ Stephen Waters	~~/s/ Stephen Waters~~
		Stephen Waters	~~Stephen Waters~~
		Senior Director of Partnership Accounting	~~Senior Director of Partnership Accounting~~

Filing Compare · CENTURY PROPERTIES FUND XV