<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)
Angeles Partners XI
----------------------------------
(Name of Subject Company (Issuer))
AIMCO Properties, L.P. -- Offeror
---------------------------------
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Limited Partnership Units
-------------------------
(Title of Class Securities)
None
----
(CUSIP Number of Class Securities)
Patrick J. Foye
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
--------------
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
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
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$6,069,782 $1,213.96
</TABLE>
* For purposes of calculating the fee only. This amount assumes the
purchase of 18,173 units of limited partnership interest of the subject
partnership for $334 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 the 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: $1,213.96 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: July 26, 2000
----------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[X] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
<PAGE> 3
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
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(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
12,592 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
12,592 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,592 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 31.99%
14. TYPE OF REPORTING PERSON
PN
3
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
12,592 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
12,592 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,592 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 31.99%
14. TYPE OF REPORTING PERSON
CO
4
<PAGE> 5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
21,454 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
21,454 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
21,454 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 54.12%
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
INSIGNIA PROPERTIES, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
8,862 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
8,862 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,862 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.13%
14. TYPE OF REPORTING PERSON
PN
6
<PAGE> 7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO/IPT, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
8,862 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
8,862 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,862 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.13%
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
COOPER RIVER PROPERTIES, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
8,782 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
8,782 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,782 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.93%
14. TYPE OF REPORTING PERSON
OO
8
<PAGE> 9
AMENDMENT NO. 2 TO TENDER OFFER STATEMENT/
AMENDMENT NO. 16 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 2 to the
Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO
OP"), relating to an offer to purchase units of limited partnership interest
("Units") of Angeles Partners XI (the "Partnership"); and (b) Amendment No. 16
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, (ix) Amendment No. 9, filed with the Commission on October
27, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (x)
Amendment No. 10 filed with the Commission on October 27, 1999 by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xi) Amendment No. 11 filed with
the Commission on November 17, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, (xii) Amendment No. 12, dated December 16, 1999, by Cooper
River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xiii) Amendment No. 13,
dated January 10, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and
AIMCO, (xiv) Amendment No. 14, dated July 24, 2000, by Cooper River, AIMCO/IPT,
IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (xv) Amendment No. 15, dated August 9,
2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO.
----------
9
<PAGE> 10
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated July 24, 2000. (Previously
filed.)
(a)(2) Letter of Transmittal and related Instructions.
(Previously filed.)
(a)(3) Letter, dated July 24, 2000, from AIMCO OP to the
limited partners of the Partnership. (Previously
filed.)
(a)(4) Letter, from AIMCO OP to the limited partners of the
Partnership. (Previously filed.)
(a)(5) Press release, dated August 21, 2000.
(a)(6) Letter of Transmittal and related Instructions in
connection with extension of tender offer period.
(a)(7) Letter, dated August 21, 2000, from AIMCO OP to the
limited partners of the Partnership.
(a)(8) Supplemental Offer to Purchase, dated August 21,
2000.
(b)(1) Credit Agreement (Secured Revolving Credit Facility),
dated as of August 16, 1999, among AIMCO Properties,
L.P., Bank of America, Bank Boston, N.A., and First
Union National Bank. (Exhibit 10.1 to AIMCO's Current
Report on Form 8-K, dated August 16, 1999, is
incorporated herein by this reference.)
(b)(2) Amended and Restated Credit Agreement, dated as of
March 15, 2000, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National
Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s
Annual Report on Form 10-K for the year ended
December 31, 1999, is incorporated herein by this
reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated
Credit Agreement, dated as of April 14, 2000, among
AIMCO Properties, L.P., Bank of America, as
Administrative Agent, and U.S. Bank National
Association, as Lender. (Exhibit 10.4 to AIMCO's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, is incorporated herein by this
reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated November 11, 1999,
among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP and
Cooper River. (Previously filed.)
10
<PAGE> 11
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.
Date: August 22, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-------------------
Executive Vice President
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-GP, INC.
By: /s/ Patrick J. Foye
-------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
-------------------
Executive Vice President
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated July 24, 2000. (Previously
filed.)
(a)(2) Letter of Transmittal and related Instructions.
(Previously filed.)
(a)(3) Letter, dated July 24, 2000, from AIMCO OP to the
limited partners of the Partnership. (Previously
filed.)
(a)(4) Letter, from AIMCO OP to the limited partners of the
Partnership. (Previously filed.)
(a)(5) Press release, dated August 21, 2000.
(a)(6) Letter of Transmittal and related Instructions in
connection with extension of tender offer period.
(a)(7) Letter, dated August 21, 2000, from AIMCO OP to the
limited partners of the Partnership.
(a)(8) Supplemental Offer to Purchase, dated August 21,
2000.
(b)(1) Credit Agreement (Secured Revolving Credit Facility),
dated as of August 16, 1999, among AIMCO Properties,
L.P., Bank of America, Bank Boston, N.A., and First
Union National Bank. (Exhibit 10.1 to AIMCO's Current
Report on Form 8-K, dated August 16, 1999, is
incorporated herein by this reference.)
(b)(2) Amended and Restated Credit Agreement, dated as of
March 15, 2000, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National
Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s
Annual Report on Form 10-K for the year ended
December 31, 1999, is incorporated herein by this
reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated
Credit Agreement, dated as of April 14, 2000, among
AIMCO Properties, L.P., Bank of America, as
Administrative Agent, and U.S. Bank National
Association, as Lender. (Exhibit 10.4 to AIMCO's
Quarterly Report on Form 10-Q for quarter ended March
31, 2000, is incorporated herein by this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated November 11, 1999,
among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP and
Cooper River. (Previously filed.)
</TABLE>
