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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
ANGELES PARTNERS VII
(Name of Subject Company)
ANGELES PARTNERS VII
(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 Angeles Partners VII, a California limited partnership (the
"Partnership"), 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 AIMCO Properties, L.P., a Delaware limited partnership
(the "AIMCO OP"), with its business address located at 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222.
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) The tender offer is being made pursuant to an Offer to
Purchase, dated May 19, 1999 (the "Offer to Purchase"), a copy
of which is included as Exhibit (a)(2) hereto. The information
set forth in the Offer to Purchase under "The Offer -- Section
9. Background and Reasons for the Offer" and "The Offer --
Section 11. Conflicts of Interest" and Transaction with
Affiliates in the Offer to Purchase is incorporated herein by
reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information set forth in the Supplement to the Offer to
Purchase (the "Supplement"), dated July 1, 1999, under "The Offer --
Section 10. Position of the General Partner of Your Partnership With
Respect to the Offer" is incorporated herein by reference. The
Supplement is included as
Exhibit (a)(4) hereto.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
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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 --
Prior Tender Offers" and "The Offer -- Section 13. Certain
Information Concerning Your 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 and the Supplement are incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated May 19, 1999 (previously
filed).
(a)(2) Offer to Purchase, dated May 19, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated May 19, 1999,
is incorporated hereby by reference)
(a)(3) Letter of Transmittal, dated May 19, 1999 (Exhibit (a)(2) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated May 19,
1999, is incorporated herein by reference).
(a)(4) Supplement to the Offer to Purchase, dated July 1, 1999
(Exhibit (a)(4) to Amendment No. 1 to the Schedule 14D-1 of
AIMCO Properties, L.P., dated July 1, 1999, 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: July 16, 1999
ANGELES PARTNERS VII
a California limited partnership
By: ANGELES REALTY CORPORATION
its General Partner
By: /s/ Patrick J. Foye
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Executive Vice President
