ANGELES PARTNERS IX
SC 14D1/A, 1998-09-28
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------


                                SCHEDULE 14D-1/A
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 3)

                      ------------------------------------


                              ANGELES PARTNERS IX
                           (Name of Subject Company)

                        COOPER RIVER PROPERTIES, L.L.C.
                           INSIGNIA PROPERTIES, L.P.
                           INSIGNIA PROPERTIES TRUST
                         INSIGNIA FINANCIAL GROUP, INC.
                                   (Bidders)

                     UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                      NONE
                     (Cusip Number of Class of Securities)

                      ------------------------------------


                                JEFFREY P. COHEN
                             SENIOR VICE PRESIDENT
                         INSIGNIA FINANCIAL GROUP, INC.
                                375 PARK AVENUE
                                   SUITE 3401
                            NEW YORK, NEW YORK 10152
                                 (212) 750-6070
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)

                                    COPY TO:

                              JOHN A. HEALY, ESQ.
                               ROGERS & WELLS LLP
                                200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 878-8000

                      ------------------------------------



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     This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Commission on August 12, 1998, as
amended by Amendment No. 1 filed with the Commission on September 10, 1998 and
Amendment No. 2 filed with the Commission on September 21, 1998 (the
"Statement") by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia
Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Insignia
Financial Group, Inc. relating to the tender offer of the Purchaser to purchase
up to 5,000 of the outstanding units of limited partnership interest (the
"Units") of Angeles Partners IX, 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"). Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Offer to Purchase and the original Statement.


ITEM 10. ADDITIONAL INFORMATION.

     (f) The Offer has been extended to 5:00 p.m., New York time, on Friday,
October 2, 1998. On September 28, 1998, the Purchaser issued a press release
announcing such extension and reporting that approximately 1,161 Units had been
tendered pursuant to the Offer to date. A copy of the press release has been
filed as Exhibit (a)(7) to this Amendment No. 3 and is incorporated herein by
reference in its entirety.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

     (a)(7) Text of press release issued by the Purchaser on September 28,
1998.


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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:  September 28, 1998


                                              COOPER RIVER PROPERTIES, L.L.C.


                                              By:    /s/ JEFFREY P. COHEN
                                                 ------------------------------
                                                    Jeffrey P. Cohen
                                                    Manager



                                              INSIGNIA PROPERTIES, L.P.

                                              By:   Insignia Properties Trust,
                                                    its General Partner


                                              By:    /s/ JEFFREY P. COHEN
                                                 ------------------------------
                                                    Jeffrey P. Cohen
                                                    Senior Vice President



                                              INSIGNIA PROPERTIES TRUST


                                              By:    /s/ JEFFREY P. COHEN
                                                 ------------------------------
                                                    Jeffrey P. Cohen
                                                    Senior Vice President



                                              INSIGNIA FINANCIAL GROUP, INC.


                                              By:    /s/ FRANK M. GARRISON
                                                 ------------------------------
                                                    Frank M. Garrison
                                                    Executive Managing Director





                                       3

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                                 EXHIBIT INDEX



EXHIBIT NO.                      DESCRIPTION
- -----------                      -----------
(a)(7)     Text of press release issued by the Purchaser on September 28, 1998.






                                       4





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                                                                 EXHIBIT (A)(7)



COOPER RIVER PROPERTIES, L.L.C.
P.O. Box 19059
Greenville, SC 29602

CONTACT:       Edward McCarthy of Beacon Hill Partners, Inc.
               (212) 843-8500


FOR IMMEDIATE RELEASE


                           COOPER RIVER ANNOUNCEMENT

         GREENVILLE, SOUTH CAROLINA, September 28, 1998--Cooper River
Properties, L.L.C. today announced that it has extended the expiration date of
its outstanding tender offers for limited partnership interests in Angeles
Income Properties, Ltd. III, Angeles Income Properties, Ltd. IV, Angeles
Opportunity Properties, Ltd., Angeles Partners IX and Angeles Partners XI. The
expiration date for each tender offer has been extended to 5:00 p.m., New York
time, on Friday, October 2, 1998. The offers were previously scheduled to
expire at 5:00 p.m. on Friday, September 25, 1998.

         Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on September 25, 1998,
approximately 10,233 interests had been tendered pursuant to the Angeles Income
Properties, Ltd. III offer, approximately 10,934 interests had been tendered
pursuant to the Angeles Income Properties, Ltd. IV offer, approximately 817
interests had been tendered pursuant to the Angeles Opportunity Properties,
Ltd. offer, approximately 1,161 interests had been tendered pursuant to the
Angeles Partners IX offer and approximately 8,087 interests had been tendered
pursuant to the Angeles Partners XI offer.

         For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offers.


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