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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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ANGELES PARTNERS IX
(Name of Subject Company)
ANGELES PARTNERS IX
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
ANGELES REALTY CORPORATION
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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AMENDMENT NO. 1 TO SCHEDULE 14D-9
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with
the Commission on August 12, 1998 (the "Statement") by Angeles Partners IX, a
California limited partnership (the "Partnership"), relating to the tender
offer by Cooper River Properties, L.L.C. (the "Purchaser") for up to 5,000 of
the outstanding units of limited partnership interest ("Units") in the
Partnership, at a purchase price of $330 per Unit, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated August 12, 1998 (the "Offer to Purchase") and the related Assignment of
Partnership Interest (which, together with any supplements or amendments,
collectively constitute the "Offer") attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with the Commission by the Purchaser on August 12, 1998. This Amendment No. 1
is being filed to report, among other things, information regarding the change
in control of the Partnership that occurred as a result of the merger of
Insignia Financial Group, Inc. ("Insignia"), including its controlling interest
in Insignia Properties Trust ("IPT"), with and into Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"), with AIMCO being the
surviving corporation (the "AIMCO Merger"), effective October 1, 1998.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the original Statement and the Offer to Purchase.
The following Items of the Statement are hereby supplemented and/or
amended:
ITEM 2. TENDER OFFER OF THE BIDDER.
Following the AIMCO Merger, an amendment to the Tender Offer
Statement on Schedule 14D-1 ("Schedule 14D-1) with respect to the Offer has
been filed by the Purchaser, Insignia Properties, L.P. ("IPLP"), IPT and AIMCO
(collectively, the "Bidders"). AIMCO's principal executive offices are located
at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 3. IDENTITY AND BACKGROUND.
(b) In addition to the AIMCO Merger, effective October 1, 1998, IPT
and AIMCO entered into an Agreement and Plan of Merger (the "IPT Merger
Agreement"), pursuant to which IPT is to be merged with and into AIMCO or a
subsidiary of AIMCO (the "IPT Merger"). The IPT Merger Agreement provides that,
upon consummation of the IPT Merger, IPT shareholders will receive $13.25 per
share in cash or $13.28 per share in shares of Class A Common Stock, par value
$.01 per share of AIMCO, at AIMCO's option, as more fully provided therein. The
transactions contemplated by the IPT Merger Agreement are subject to certain
conditions. The IPT Merger requires the approval of the holders of a majority
of the outstanding IPT Shares. AIMCO has indicated that it expects to vote all
of the IPT Shares owned by it in favor of the IPT Merger, and accordingly IPT
shareholder approval is assured.
Under the IPT Merger Agreement, AIMCO has agreed to vote all IPT
Shares owned by it and its subsidiaries in favor of the IPT Merger, and in
connection therewith AIMCO has granted an irrevocable limited proxy to Andrew
L. Farkas, James A. Aston and Frank M. Garrison to vote the IPT Shares owned by
AIMCO and its subsidiaries in favor of the IPT Merger (the "Irrevocable Limited
Proxy").
The IPT Merger Agreement also provides that Andrew L. Farkas, James
A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrmann will
continue to serve as trustees of IPT (collectively, the "Continuing Trustees")
until the earlier of the closing of the IPT Merger or the termination of the
IPT Merger Agreement. Pursuant to the IPT Merger Agreement and the Bylaws of
IPT, a majority of the Continuing Trustees must approve, among other things,
the following actions: (i) removal of a Continuing Trustee; (ii) termination of
IPT's independent auditors or the financial advisor or legal counsel for the
IPT Merger; (iii) all alternative proposals to acquire IPT or its subsidiaries;
(iv) amendment or waiver of any provision of (A) the IPT Merger Agreement, (B)
the Fourth Amended and Restated Agreement of Limited Partnership of Insignia
Properties, L.P., (C) the Declaration of Trust
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of IPT or (D) the Bylaws of IPT; (v) modification of the powers of the
Continuing Trustees, and (vi) making of loans by IPT or its subsidiaries to
AIMCO or its subsidiaries. The Continuing Trustees' special powers terminate on
the earliest to occur of (i) the IPT Merger, (ii) January 1, 2002 or (iii) the
sooner termination of the IPT Merger Agreement under certain circumstances.
In connection with the execution of the IPT Merger Agreement, AIMCO
and certain shareholders of IPT entered into an agreement, dated October 1,
1998 (the "Shareholder's Agreement"), whereby AIMCO agreed that, following a
termination of the IPT Merger Agreement under certain circumstances, it will
vote its IPT Shares as follows: for the first two annual meetings of IPT
Shareholders following such a termination, in favor of designees of the
Continuing Trustees so that such designees constitute a majority of the
trustees of the IPT Board, and thereafter in favor of designees of the
Continuing Trustees so that such designees constitute one less than a majority
of the trustees of the IPT Board. The Shareholder's Agreement remains in effect
as long as AIMCO and/or its affiliates own at least 10% of the outstanding IPT
Shares, but terminates upon consummation of the IPT Merger.
The summary description above of each of the IPT Merger Agreement,
Irrevocable Limited Proxy, Bylaws of IPT and Shareholder's Agreement is
qualified in its entirety by reference to Exhibits (c)(1), (c)(2), (c)(3) and
(c)(4) attached hereto, each of which is incorporated herein by reference.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) Upon consummation of the AIMCO Merger, effective October 1,
1998, IPLP and AIMCO Properties, L.P., a Delaware limited partnership which is
controlled by AIMCO ("AIMCO OP"), entered into an Assignment and Assumption
Agreement (the "Assignment Agreement"), pursuant to which IPLP transferred and
assigned, among other things, the Units directly owned by it to AIMCO OP.
Accordingly, AIMCO OP currently owns the 3,475 (representing approximately
17.4% of the outstanding) Units previously owned by IPLP, and AIMCO may be
deemed to beneficially own those Units as a result of its interest in AIMCO OP.
AIMCO controls AIMCO OP through its two wholly-owned subsidiaries, AIMCO-GP,
Inc., a Delaware corporation ("AIMCO-GP"), and AIMCO-LP, Inc., a Delaware
corporation ("AIMCO-LP"). AIMCO-GP is the sole general partner of AIMCO OP
(owning approximately 1% of the equity interests) and AIMCO-LP is a limited
partner of AIMCO OP (owning approximately 88% of the equity interests).
The information above is qualified in its entirety by reference to
the Assignment Agreement, which is attached as Exhibit (d)(1) and incorporated
herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer has been extended to 5:00 p.m., New York time, on Monday,
November 16, 1998. On October 19, 1998, the Purchaser issued a press release
announcing such extension and reporting that approximately 1,333 Units had been
tendered pursuant to the Offer to date.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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<S> <C>
(c)(1) Agreement and Plan of Merger, dated as of October 1, 1998, by and between
AIMCO and IPT.
(c)(2) Irrevocable Limited Proxy, dated October 1, 1998, granted by AIMCO to
Andrew L. Farkas, James A. Aston and Frank M. Garrison.
(c)(3) Second Amended and Restated Bylaws of IPT, dated October 2, 1998.
(c)(4) Shareholder's Agreement, dated October 1, 1998, among AIMCO, Andrew L.
Farkas, James A. Aston and Frank M. Garrison.
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(d)(1) Assignment and Assumption Agreement, dated as of October 1, 1998, between
IPLP and AIMCO OP.
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SIGNATURE
After due 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: October 19, 1998
ANGELES PARTNERS IX
By: ANGELES REALTY CORPORATION,
its General Partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(c)(1) Agreement and Plan of Merger, dated as of October 1,
1998, by and between AIMCO and IPT (incorporated by
reference to Exhibit 2.1 of IPT's Current Report on
Form 8-K, File No. 1-14179, dated October 1, 1998).
(c)(2) Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston
and Frank M. Garrison (incorporated by reference to
Exhibit 99.1 of IPT's Current Report on Form 8-K,
File No. 1- 14179, dated October 1, 1998).
(c)(3) Second Amended and Restated Bylaws of IPT, dated
October 2, 1998 (incorporated by reference to
Exhibit 3.2 of IPT's Current Report on Form 8-K,
File No. 1-14179, dated October 1, 1998).
(c)(4) Shareholder's Agreement, dated October 1, 1998,
among AIMCO, Andrew L. Farkas, James A. Aston and
Frank M. Garrison (incorporated by reference to
Exhibit 99.2 of IPT's Current Report on Form 8-K,
File No. 1-14179, dated October 1, 1998).
(d)(1) Assignment and Assumption Agreement, dated as of
October 1, 1998, between IPLP and AIMCO OP
(incorporated by reference to Exhibit (c)(1) of the
Schedule 14D-1 filed by the Bidders on October 19,
1998).
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