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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
ANGELES PARTNERS XI
(Name of Subject Company)
ANGELES PARTNERS XI
(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
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of Angeles Partners XI, 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 August 19, 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 -- Section 9. Background and Reasons for the Offer" and
"The Offer -- 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 -- 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.
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ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Offer to Purchase under "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 August 19, 1999.
(a)(2) Offer to Purchase, dated August 19, 1999 (Exhibit (a)(1) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated August 19,
1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal, dated August 19, 1999 (Exhibit (a)(2)
to the Schedule 14D-1 of AIMCO Properties, L.P., dated August
19, 1999, is incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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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: August 19, 1999
ANGELES PARTNERS XI
a California limited partnership
By: ANGELES REALTY CORPORATION II
its General Partner
By: /s/ Patrick J. Foye
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Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Letter to Limited Partners, dated August 19, 1999.
(a)(2) Offer to Purchase, dated August 19, 1999 (Exhibit
(a)(1) to the Schedule 14D-1 of AIMCO Properties,
L.P., dated August 19, 1999, is incorporated herein
by reference).
(a)(3) Letter of Transmittal, dated August 19, 1999 (Exhibit
(a)(2) to the Schedule 14D-1 of AIMCO Properties,
L.P., dated August 19, 1999, is incorporated herein
by reference).
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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EXHIBIT (a)(1)
ANGELES PARTNERS XI
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
August 19, 1999
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by Angeles Partners XI
(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 II, is an
affiliate of the AIMCO Operating Partnership and therefore has certain conflicts
of interest in connection with the response to the offer. THE PARTNERSHIP AND
THE GENERAL PARTNER ARE REMAINING NEUTRAL AND MAKING NO RECOMMENDA TION AS TO
WHETHER LIMITED PARTNERS SHOULD TENDER OR REFRAIN FROM TENDERING THEIR UNITS.
Although the general partner believes the offer is fair, limited partners must
make their own decision whether or not to participate in the offer, based upon a
number of factors, including a limited partner's financial position, the need or
desire for liquidity, other available financial opportunities, and a limited
partner's tax position and the tax consequences to of selling one's units.
Limited Partners should carefully read the enclosed Schedule 14D-9, the
Offer to Purchase of the AIMCO Operating Partnership, dated August 19, 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 II
General Partner
By: /s/ Patrick J. Foye
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Executive Vice President
