<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 6
(AMENDED FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
ANGELES PARTNERS XI
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
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 Notices and Communications on Behalf of Bidder)
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
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CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $1,912,278 Amount of Filing Fee: $382.46
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 12,498.55 units of limited partnership interest of the
subject partnership for $153 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the form or schedule and the date of its filing.
Amount Previously Paid: $382.46 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: September 22, 1999
(Continued on following pages)
Page 1 of 6 Pages
<PAGE> 3
CUSIP No. NONE 14D-1 AND 13D/A
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO PROPERTIES, L.P.
84-1275621
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,019
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
10.1%
10. TYPE OF REPORTING PERSON
PN
Page 2 of 6 Pages
<PAGE> 4
CUSIP No. NONE 14D-1 AND 13D/A
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,019
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
10.1%
10. TYPE OF REPORTING PERSON
CO
Page 3 of 6 Pages
<PAGE> 5
CUSIP No. NONE 14D-1 AND 13D/A
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,881
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
32.5%
10. TYPE OF REPORTING PERSON
CO
Page 4 of 6 Pages
<PAGE> 6
AMENDMENT NO. 6 TO SCHEDULE 14D-1/AMENDMENT NO. 10 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No.
6 to the Schedule 14D-1 of AIMCO Properties, L.P. (the "AIMCO OP"), relating to
AIMCO OP's offer to purchase units of limited partnership interest (the "Units")
of Angeles Partners XI (the "Partnership"); and (b) Amendment No. 10 to the
Schedule 13D (the "Schedule 13D") originally filed with the Securities and
Exchange Commission (the "Commission") on January 25, 1999, by Cooper River
Properties, L.L.C. ("Cooper River"), Insignia Properties, L.P. ("IPLP"),
Insignia Properties Trust ("IPT"), and Apartment Investment and Management
Company ("AIMCO"), as amended by (i) Amendment No. 1, filed with the Commission
on May 14, 1999, by Cooper River, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO OP,
AIMCO-GP and AIMCO, (ii) Amendment No. 2, filed with the Commission on July 1,
1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (iii)
Amendment No. 3, filed with the Commission on August 6, 1999, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (iv) Amendment No. 4, filed with
the Commission on August 20, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, (v) Amendment No. 5, filed with the Commission on September
10, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (vi)
Amendment No. 6, filed with the Commission on September 17, 1999, by Cooper
River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (vii) Amendment No. 7,
filed with the Commission on September 22, 1999, by Cooper River, AIMCO/IPT,
IPLP, AIMCO OP, AIMCO-GP and AIMCO, (viii) Amendment No. 8, filed with the
Commission on October 6, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, and (ix) Amendment No. 9, filed with the Commission on
October 27, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and
AIMCO. Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO are herein
referred to as the "Reporting Persons." The item numbers and responses thereto
are set forth below in accordance with the requirements of Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) - (b) At midnight, New York time, on Friday, October 22, 1999, the
offer expired pursuant to its terms. A total of 997 Units, representing
approximately 2.52% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of those
Units at $153 per Unit.
Page 5 of 6 Pages
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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 27, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
Page 6 of 6 Pages
