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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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ANGELES PARTNERS IX
(Name of Subject Company)
BROAD 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)
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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
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on April 13,
1998, as amended by Amendment No. 1 filed with the Commission on April 24,
1998 (the "Statement") by Broad River Properties, L.L.C. (the "Purchaser"),
Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and
Insignia Financial Group, Inc. ("Insignia"), relating to the tender offer of
the Purchaser to purchase up to 8,300 of the outstanding units of limited
partnership interest (the "Units") of Angeles Partners IX (the "Partnership")
at a purchase price of $325 per Unit, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
April 13, 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
Statement.
The follow Items of the Statement are hereby and amended and/or supplemented:
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 10 ("Conflicts of Interest and Transactions with
Affiliates"), in Section 11 ("Certain Information Concerning the Purchaser,
IPLP, IPT and Insignia") and in Section 13 ("Background of the Offer") is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on
Friday, May 15, 1998. On May 11, 1998, the Purchaser issued a press release
announcing such extension and reporting that approximately 1,562 Units had
been tendered pursuant to the Offer to date. A copy of the press release has
been filed as Exhibit (a)(5) to this Amendment No. 2 and is incorporated
herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(5) Text of press release issued by the Purchaser on May 11, 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: May 11, 1998
BROAD 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)(5) Text of press release issued by the Purchaser on May 11, 1998.
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EXHIBIT (A)(5)
BROAD 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
BROAD RIVER ANNOUNCEMENT
GREENVILLE, SOUTH CAROLINA, May 11, 1998--Broad 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
Partners IX and Angeles Partners XII. The expiration date for each tender
offer has been extended to 5:00 p.m., New York time, on Friday, May 15, 1998.
The offers were previously scheduled to expire at 12:00 midnight on Monday,
May 11, 1998.
Broad River reported, based on information provided by the depositary
for the offers, that as of the close of business on May 8, 1998, approximately
1,562 interests had been tendered pursuant to the Angeles IX offer and
approximately 5,309 interests had been tendered pursuant to the Angeles XII
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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