<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 14D-9
------------------------------------
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
ANGELES PARTNERS IX,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
ANGELES PARTNERS IX,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
N/A
(Cusip Number of Class of Securities)
-----------------------
CARROLL D. VINSON
PRESIDENT
ANGELES REALTY CORPORATION
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-2747
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of
the person(s) filing statement)
------------------------------------
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company is Angeles Partners IX, a California
limited partnership (the "Partnership"), and the address of the principal
executive offices of the Partnership is One Insignia Financial Plaza,
Greenville, South Carolina 29602. The title of the class of equity securities
to which this statement relates is the units of limited partnership interest
("Units") of the Partnership.
ITEM 2. TENDER OFFER OF THE BIDDER.
This statement relates to an offer by Broad River Properties, L.L.C., a
Delaware limited liability company (the "Purchaser"), to purchase up to 8,300
of the outstanding Units at a purchase price of $325 per Unit, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in an Offer to Purchase dated April 13, 1998 (the "Offer to
Purchase") and related Assignment of Partnership Interest (which collectively
constitute the "Offer"). A Tender Offer Statement on Schedule 14D-1 with
respect to the Offer has been filed by the Purchaser, Insignia Properties,
L.P., a Delaware limited partnership ("IPLP"), Insignia Properties Trust, a
Maryland real estate investment trust ("IPT"), and Insignia Financial Group,
Inc., a Delaware corporation ("Insignia") (collectively, the "Bidders").
The address of the Purchaser's principal executive offices is One Insignia
Financial Plaza, Greenville, South Carolina 29602.
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)(1) Angeles Realty Corporation, which is the general partner of the
Partnership (the "General Partner"), is a direct, wholly-owned subsidiary of
Angeles Securitization Corporation ("ASC"), and IAP GP Corporation ("IAP") owns
all of the equity interests in ASC. IAP in turn is a direct, wholly-owned
subsidiary of IPT.
ASC acquired all of the outstanding stock of the General Partner (which is
the general partner in ten other affiliated public limited partnerships) in
November 1992 from Angeles Real Estate Corporation, which in turn was a
wholly-owned subsidiary of Angeles Corporation. At the time of such
acquisition, IAP and ASC were (and thus the General Partner became)
wholly-owned subsidiaries of MAE GP Corporation ("MAE GP"). Effective March 7,
1998, MAE GP was merged with an into IPT, with IPT being the surviving entity
(the "MAE GP Merger"). As a result of the MAE GP Merger, IAP, ASC and the
General Partner are now wholly-owned subsidiaries of IPT and the Partnership is
controlled by IPT. In connection with the MAE GP Merger, effective February 17,
1998, Insignia contributed 936 Units owned by it and its subsidiaries
(representing all Units then owned by such entities) to IPLP in exchange for
additional units of partnership interest in IPLP. The Purchaser is a
newly-formed, wholly-owned subsidiary of IPLP, which is the operating
partnership of IPT. IPT is the sole general partner of IPLP (owning
approximately 66% of the total equity interests in IPLP), and Insignia is the
sole limited partner of IPLP (owning approximately 34% of the total equity
interests in IPLP). Insignia and its affiliates also own approximately 68% of
the outstanding common shares of IPT.
2
<PAGE>
For more than the past three years, Insignia Residential Group, L.P.
("IRG"), which is an affiliate of Insignia and the Purchaser, has provided
property management services to the Partnership, and Insignia (directly or
through affiliates) has performed asset management, partnership administration
and investor relations services for the Partnership.
By reason of the relationships described in the three preceding
paragraphs, the General Partner has conflicts of interest in considering the
Offer.
The Partnership paid IRG property management fees for property management
services in the amounts of approximately $373,000, $372,000 and $356,000 for
the years ended December 31, 1997, 1996 and 1995, respectively, and has paid
IRG property management fees equal to $93,374 during the first three months of
1998. The Partnership reimbursed the General Partner and its affiliates
(including Insignia) for expenses incurred in connection with asset management
and partnership administration services performed by them for the Partnership
for the years ended December 31, 1997, 1996 and 1995 in the amounts of
$208,000, $232,000 and $143,000, respectively, and has reimbursed them for such
services in the amount of $50,853 through March 31, 1998. The reimbursement
amounts for the years ended December 31, 1997 and December 31, 1996 include
$24,000 and $25,000, respectively, which amounts were paid to an affiliate of
the General Partner for costs incurred in connection with construction
oversight services. For the period January 1, 1996 through August 31, 1997, the
Partnership insured its properties under a master policy through an agency and
insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. That agent assumed the financial
obligations to the affiliate of the General Partner who received payments on
these obligations from the agent. Insignia and the General Partner believe that
the aggregate financial benefit derived by Insignia and its affiliates from
such arrangement was immaterial.
As described above, the General Partner has conflicts of interest with
respect to the Offer, including conflicts resulting from its affiliation with
IPT and the Purchaser. The General Partner also would have a conflict of
interest (i) as a result of the fact that a sale or liquidation of the
Partnership's assets would result in a decrease or elimination of the fees paid
to the General Partner and/or its affiliates and (ii) as a consequence of the
Purchaser's ownership of Units, because the Purchaser (which is an affiliate of
the General Partner) may have incentives to seek to maximize the value of its
ownership of Units, which in turn may result in a conflict for the General
Partner in attempting to reconcile the interests of the Purchaser (which is an
affiliate of the General Partner) with the interests of the other Limited
Partners. In addition, the Purchaser (which is an affiliate of the General
Partner) is making the Offer with a view to making a profit. Accordingly, there
is a conflict between the desire of the Purchaser (which is an affiliate of the
General Partner) to purchase Units at a low price and the desire of the Limited
Partners to sell their Units at a high price.
As described in the Offer to Purchase, the Purchaser (which is an
affiliate of the General Partner) expects to pay for the Units it purchases
pursuant to the Offer with funds provided by IPLP as capital contributions.
IPLP in turn intends to use its cash on hand to make such contributions. See
Section 12. It is possible, however, that in connection with its future
financing activities, IPT or IPLP may cause or request the Purchaser (which is
an affiliate of the General Partner) to pledge the Units as collateral for
loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser
with incentives to generate substantial near-term cash flow from the
Purchaser's investment in the Units. This could be the case, for example, if a
loan has a "balloon" maturity after a relatively short time or bears a high or
increasing interest rate. In
3
<PAGE>
such a situation, the General Partner may experience a conflict of interest in
seeking to reconcile the best interests of the Partnership with the need of its
affiliates for cash flow from the Partnership's activities.
If the Purchaser is successful in acquiring a significant number of Units
pursuant to the Offer, the Purchaser (which is an affiliate of the General
Partner) will have the right to vote those Units and thereby significantly
influence all voting decisions with respect to the Partnership, including
decisions concerning liquidation, amendments to the Limited Partnership
Agreement and removal and replacement of the General Partner. This means that
(i) non-tendering Limited Partners could be prevented from taking action they
desire but that IPT (which is an affiliate of the General Partner) opposes and
(ii) IPT (which is an affiliate of the General Partner) may be able to take
action desired by IPT but opposed by the non-tendering Limited Partners.
Under the Limited Partnership Agreement, Limited Partners holding a
majority of the Units are entitled to take action with respect to a variety of
matters including: removal of the General Partner and in certain circumstances
election of a new or successor general partner; dissolution of the Partnership;
and most types of amendments to the Limited Partnership Agreement. In general,
IPLP and the Purchaser (which are affiliates of the General Partner) will vote
the Units owned by them in whatever manner they deem to be in IPT's best
interests, which, because of their relationship with the General Partner, also
may be in the interest of the General Partner, but may not be in the interest
of other Limited Partners. This could (i) prevent non-tendering Limited
Partners from taking action they desire but that IPT opposes and (ii) enable
IPT to take action desired by IPT but opposed by non-tendering Limited
Partners.
To the best knowledge of the General Partner, except as described in this
Schedule 14D-9, there are no other material agreements, arrangements,
understandings or any actual or potential conflicts of interest between the
Partnership, the General Partner and their affiliates and the Bidders, their
executive officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Because of the existing and potential future conflicts of interest
described in Item 3 above, the Partnership and the General Partner are
remaining neutral and making no recommendation as to whether Limited Partners
should tender their Units in response to the Offer.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor any person acting on its behalf has employed,
retained or compensated, or intends to employ, retain or compensate, any person
or class of person to make solicitations or recommendation to Limited Partners
on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTEREST WITH RESPECT TO SECURITIES.
(a) Except as described in Schedule I attached hereto, no transactions in
the Units have been effected during the past 60 days by the Partnership or the
General Partner or, to the knowledge of the General Partner, by any of its
current executive officers, directors or affiliates.
4
<PAGE>
(b) To the knowledge of the Partnership, neither the General Partner nor
any of its current or former executive officers, directors or affiliates
intends to tender pursuant to the Offer any Units beneficially owned by them.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Form of cover letter to Limited Partners of the Partnership dated
April 13, 1998.
(b) None.
(c) None.
5
<PAGE>
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: April 13, 1998
Angeles Partners IX,
a California limited partnership
By: Angeles Realty Corporation
Its General Partner
By: /s/ Carroll D. Vinson
-------------------------
Carroll D. Vinson
President
6
<PAGE>
SCHEDULE I
TRANSACTIONS IN THE UNITS
EFFECTED BY IPLP WITHIN THE PAST 60 DAYS
NUMBER OF PRICE
DATE UNITS PURCHASED PER UNIT
---- --------------- --------
3/13/98 10 $316.85
7
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) Form of cover letter to Limited Partners from the Partnership
dated April 13, 1998
(b) None.
(c) None.
8
<PAGE>
Exhibit (a)
Angeles Partners IX
April 13, 1998
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by Angeles Partners IX (the
"Partnership") with the Securities and Exchange Commission in connection with
an offer (the "Offer") by Broad River Properties, L.L.C., a Delaware limited
liability company (the "Purchaser"), Insignia Properties, L.P., a Delaware
limited partnership ("IPLP"), Insignia Properties Trust, a Maryland real estate
investment trust ("IPT"), and Insignia Financial Group, Inc., a Delaware
corporation ("Insignia," and together with IPLP, IPT and the Purchaser, the
"Bidders"), to purchase units of limited partnership interest ("Units") in the
Partnership.
The Partnership's general partner (the "General Partner") is Angeles
Realty Corporation, which is an affiliate of the Bidders. Due to the
affiliation between the General Partner of the Partnership and the Bidders, the
General Partner is subject to certain conflicts of interest in connection with
the response to the Offer.
AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST, NEITHER
THE PARTNERSHIP NOR THE GENERAL PARTNER EXPRESSES ANY OPINION AS TO THE OFFER
AND EACH IS REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER
LIMITED PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER.
Limited Partners are advised to carefully read the enclosed Schedule 14D-9.
Angeles Partners IX
