UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) OF ~~of the~~

~~Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (Date of earliest event reported) ~~September~~ : February 28, ~~2012~~2013

CENTURY PROPERTIES FUND XIX, LP

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware	0-11935	94-2887133
DELAWARE		0-11935	94-2887133
(State or other jurisdiction	~~(Commission~~	(~~I.R.S. Employer~~Commission	(IRS Employer
of incorporation)	~~File Number)~~	~~Identification~~File Number)	Identification No.)

80 ~~International~~INTERNATIONAL ~~Drive~~DRIVE, SUITE 130

~~Post~~GREENVILLE, ~~Office~~SOUTH ~~Box~~CAROLINA, ~~1089~~29615

~~Greenville,~~(Address ~~South~~of ~~Carolina~~principal ~~29602~~executive offices) (Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices~~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 (~~864~~see General Instruction A.2. below): ~~239-1000~~

x Written communications pursuant to Rule 425 under the Securities Act (~~Issuer's~~17 ~~telephone~~CFR ~~number~~230.425)

~~Check~~¨ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligations~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

[¨ ~~] Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

[¨ ~~] Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

[ITEM ~~] Pre-commencement~~1.01. ~~communications~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~14d-2(b)~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~14d-2(b))~~

[On ~~] Pre-commencement~~February 28, ~~communications~~2013, ~~pursuant~~Century toProperties ~~Rule~~Fund ~~13e-4~~XIX, LP, a Delaware limited partnership (c“CPF XIX”), ~~under~~entered ~~the~~into ~~Exchange~~an ~~Act~~agreement and plan of merger (17the ~~CFR~~“Merger ~~240~~Agreement”) with AIMCO Properties, L.~~13e-4~~P., a Delaware limited partnership (c“AIMCO OP”), and AIMCO CPF XIX Merger Sub LLC, a Delaware limited liability company of which AIMCO OP is the sole member (the “Merger Subsidiary”), pursuant to which the Merger Subsidiary will be merged with and into CPF XIX, with CPF XIX as the surviving entity.

~~Item~~In 2the merger, each unit of limited partnership interest (each, a “Unit”) of CPF XIX outstanding immediately prior to the consummation of the merger (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) $364.0165 ~~Completion~~in cash (the “Cash Consideration”) or (ii) a number of ~~Acquisition~~partnership common units of AIMCO OP calculated by dividing $364.65 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 merger. However, if AIMCO OP determines that the law of the state or ~~Disposition~~other jurisdiction in which a limited partner resides would prohibit the issuance of ~~Assets~~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.

~~Century~~In ~~Properties~~the ~~Fund XIX~~merger, ~~LP,~~AIMCO aOP’s ~~Delaware~~membership ~~limited~~interest ~~partnership~~in (the ~~“Registrant”),~~Aimco ~~owned~~Subsidiary ~~Tamarind~~will ~~Bay~~be converted ~~Apartments~~into ~~(“Tamarind~~Units ~~Bay”),~~of aCPF ~~200-unit~~XIX. ~~apartment~~As ~~complex~~a ~~located~~result, inafter ~~St.~~the ~~Petersburg~~merger, ~~Florida.~~AIMCO OnOP ~~September~~will ~~28,~~be ~~2012,~~ the ~~Registrant~~sole ~~sold~~limited ~~Tamarind~~partner ~~Bay~~of toCPF ~~a third party~~XIX, ~~Augustus~~holding ~~Partners,~~all ~~LLC,~~outstanding aUnits. ~~Colorado~~Fox ~~limited~~Partners ~~liability~~II ~~company~~will ~~(the~~continue ~~“Purchaser”),~~to ~~for~~be athe ~~total~~general ~~sales~~partner ~~price~~ of ~~$12,750,000,~~CPF ~~less~~XIX aafter ~~$381~~the merger,~~000~~ ~~credit~~and toCPF XIX’s ~~the~~partnership ~~Purchaser~~agreement ~~for~~in ~~capital~~effect ~~improvements. The~~immediately ~~Registrant~~prior ~~continues~~ to ~~own~~the ~~and~~merger ~~operate~~will ~~two~~remain ~~other~~unchanged ~~investment~~after ~~properties~~the merger.

InCompletion of ~~accordance~~the ~~with~~merger ~~the~~is ~~terms~~subject to certain conditions, including approval by a majority in interest of the ~~Amended~~limited partners holding Units. As of February 27, 2013, there were issued and ~~Restated~~outstanding ~~Limited~~89,233 ~~Partnership~~Units, ~~Agreement~~and AIMCO OP and its affiliates owned 60,711.66 of those Units, or approximately 68.04% of the ~~Registrant~~number of Units outstanding. 25,228.66 of the ~~Registrant’s~~Units ~~managing~~owned ~~general~~by ~~partner~~an isaffiliate ~~currently~~of ~~evaluating~~AIMCO OP are subject to a voting restriction, which requires the ~~cash~~Units ~~requirements~~to ofbe voted in proportion to the ~~Registrant~~votes cast with respect to ~~determine~~Units ~~what~~not ~~portion~~subject to this voting restriction. AIMCO OP and its affiliates have indicated that they will vote all of ~~the~~their ~~net~~Units ~~sales~~that ~~proceeds~~are not subject to this restriction, if35,483 ~~any~~Units or approximately 39.76% of the outstanding Units, in favor of the Merger Agreement and the merger. As a result, affiliates of AIMCO OP will bevote ~~available~~a total of approximately 49,469 Units, or approximately 55.44% of the outstanding Units in favor of the Merger Agreement and the merger. AIMCO OP and its affiliates have indicated that they intend to ~~distribute~~take action by written consent to approve the ~~Registrant’s partners~~merger.

~~Item~~The ~~9.01~~foregoing ~~Financial~~summary ~~Statements~~of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 10.1 and ~~Exhibits~~incorporated herein by reference.

~~(b)~~Additional ~~Pro~~Information ~~forma~~for ~~financial~~Investors: ~~information.~~

~~The~~This ~~following~~communication ~~unaudited~~does ~~pro~~not constitute ~~forma~~an ~~balance~~offer ~~sheet~~to ~~and~~sell ~~statements~~or the solicitation of ~~operations~~an ~~reflect~~offer to buy any securities. AIMCO OP and Apartment Investment and Management Company will file with the ~~operations~~Securities and Exchange Commission a registration statement on Form S-4 that will include an information statement of CPF XIX relating to the ~~Registrant~~transaction, aswhich ifwill ~~Tamarind~~also ~~Bay~~constitute ~~had~~a ~~been~~prospectus ~~sold~~of onAIMCO ~~January~~OP 1,and ~~2011~~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 ~~pro~~information ~~forma~~statement/prospectus ~~financial~~and other ~~statements~~documents dowhich ~~not~~will ~~project~~be filed with the ~~Registrant’s~~Securities ~~results~~and ofExchange ~~operations~~Commission atwill ~~any~~be ~~future~~available ~~date~~free orof ~~for~~charge ~~any~~at ~~future~~the ~~period.~~SEC’s ~~This~~website, ~~pro~~www.sec.gov. ~~forma~~You ~~information~~may ~~should~~request bea ~~read~~copy inof ~~conjunction~~these ~~with~~filings, ~~the~~at ~~Registrant’s~~no ~~Quarterly~~cost, ~~Report~~by onwriting ~~Form~~or ~~10-Q~~calling ~~for~~Apartment ~~the~~Investment and ~~period~~Management ~~ended~~Company ~~June~~at ~~30,~~the ~~2012~~following address and ~~the~~telephone ~~Registrant’s~~number: ~~Annual~~ISTC ~~Report~~Corporation, onP.O. ~~Form~~Box ~~10-K~~2347, ~~for~~Greenville, ~~the~~South ~~fiscal~~Carolina ~~year~~29602; ~~ended~~telephone ~~December~~number ~~31, 2011~~(864) 239-1029.

~~PRO~~ITEM ~~FORMA~~9.01. ~~BALANCE~~Financial ~~SHEET~~Statements and Exhibits.

(~~in thousands~~d) The following exhibits are filed with this report:

June 30, 2012


Exhibit Number		Description

10.1		Agreement and Plan of Merger, dated February 28, 2013, by and among Century Properties Fund XIX, LP, AIMCO Properties, L.P. and AIMCO CPF XIX Merger Sub LLC.

All other assets	$ 844
Investment properties, net	16,469
Total Assets	$ 17,313
All other liabilities	$ 739
Mortgage notes payable	30,398
Partners’ deficit	(13,824)
Total Liabilities and Partners’ Deficit	$ 17,313

SIGNATURE

~~PRO~~Pursuant ~~FORMA~~to ~~STATEMENTS~~the OFrequirements ~~OPERATIONS~~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.

(in thousands, except per unit data)


	CENTURY PROPERTIES FUND XIX, LP

Date: February 28, 2013	By:	FOX PARTNERS II,
		Its General Partner

	By:	FOX CAPITAL MANAGEMENT CORPORATION,
		Its Managing General Partner

	By:	/s/ Ernest M. Freedman
		Ernest M. Freedman
		Executive Vice President and Chief Financial Officer

	Six Months Ended	Year Ended
	June 30, 2012	December 31, 2011
Total revenues	$ 3,104	$ 5,804
Total expenses	(4,713)	(10,611)
Casualty gain	--	69
Net loss	$(1,609)	$(4,738)
Net loss per limited partnership unit	$(15.90)	$(46.81)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY PROPERTIES FUND XIX, LP

By: Fox Partners II

General Partner

By: Fox Capital Management Corporation

Managing General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: October 3, 2012

Filing Compare · CENTURY PROPERTIES FUND XIX