<PAGE> 1
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
(Name of Subject Company)
ANGELES PARTNERS IX
(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
<PAGE> 2
ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership interest of
Angeles Partners IX, 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
June 7, 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 C Section 9. Background and Reasons for the
Offer" and "The Offer C 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 Offer to Purchase under "The
Offer C Section 10. Position of the General Partner of Your Partnership
With Respect to the Offer" is incorporated herein by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
2
<PAGE> 3
(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) Not Applicable.
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 is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated June 7, 1999.
(a)(2) Offer to Purchase, dated June 7, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated June 7, 1999, is
incorporated hereby by reference).
(a)(3) Letter of Transmittal, dated June 7, 1999 (Exhibit (a)(2) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated June 7, 1999, is
incorporated by reference).
(b) Not Applicable.
(c) Not Applicable.
3
<PAGE> 4
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: June 7, 1999
ANGELES PARTNERS IX
a California limited partnership
By: ANGELES REALTY CORPORATION
its General Partner
By: /s/ Patrick J. Foye
---------------------------
Executive Vice President
4
<PAGE> 5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1) Letter to Limited Partners, dated June 7, 1999.
(a)(2) Offer to Purchase, dated June 7, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P.,dated June 7, 1999, is
incorporated herein by reference)
(a)(3) Letter of Transmittal, dated June 7, 1999 (Exhibit (a)(2) to the
Schedule 14D-1 of AIMCO Properties, L.P.,dated June 7, 1999, is
incorporated herein by reference)
(b) Not Applicable.
(c) Not Applicable.
<PAGE> 1
Exhibit 99(a)(1)
Angeles Partners IX
June 7, 1999
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 by AIMCO Properties, L.P., a Delaware limited partnership (the
"AIMCO Operating Partnership"), to purchase units of limited partnership
interest in the Partnership.
The Partnership's general partner, Angeles Realty Corporation, is a
subsidiary of the AIMCO Operating Partnership and therefore has certain
conflicts of interest in connection with the response to the offer. AS A RESULT
OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST, 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.
Nevertheless, the General Partner does believe the offer is fair to the holders
of units.
Limited Partners should carefully read the enclosed Schedule 14D-9, the
Offer to Purchase of the AIMCO Operating Partnership, dated June 7, 1999
relating to the offer to acquire units of the Partnership (the "Offer to
Purchase"), and the related Letter of Transmittal and Instructions. Certain
information in the Schedule 14D-9 is incorporated by reference to the Offer to
Purchase.
ANGELES REALTY CORPORATION
General Partner
By: /s/ Patrick J. Foye
----------------------------
Executive Vice President
