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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. 1)
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ANGELES INCOME PROPERTIES, LTD. II
(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. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Commission on April 27, 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 40,000 of the outstanding units of limited
partnership interest (the "Units") of Angeles Income Properties, Ltd. II (the
"Partnership") at a purchase price of $150 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 24, 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 following Items of the Statement are hereby supplemented and/or
amended as follows:
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) Broad River Properties, L.L.C., a Delaware limited liability company
(the "Purchaser"), has increased its purchase price and now is offering to
purchase up to 40,000 of the outstanding units of limited partnership interest
("Units") of the Partnership at a purchase price of $160 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 24, 1998 (the "Offer to Purchase"), the First
Supplement to the Offer to Purchase, dated May 8, 1998 (the "Supplement"), and
the related Assignment of Partnership Interest (which, together with any
further supplements or amendments, collectively constitute the "Offer"). Copies
of the Offer to Purchase, Assignment of Partnership Interest and the Supplement
are filed as Exhibits (a)(1), (a)(2) and (a)(5), respectively. The information
set forth in the Offer to Purchase under "Introduction" and the information set
forth in the Supplement is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) As a result of the increase in the Purchase Price, the total amount of
funds necessary to purchase the maximum number of Units sought in the Offer and
to pay related fees and expenses will be approximately $6,900,000. The
information set forth in the Offer to Purchase in Section 10 ("Conflicts of
Interest and Transactions with Affiliates"), in Section 12 ("Source of Funds")
and in the Supplement is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) The information set forth in the Offer to Purchase, the Assignment of
Partnership Interest and the Supplement, copies of which are filed as Exhibits
(a)(1), (a)(2) and (a)(5), respectively, is incorporated herein by reference in
its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(5) Supplement, dated May 8, 1998.
(a)(6) Cover Letter, dated May 8, 1998, to Limited Partners of the
Partnership.
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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 8, 1998
BROAD RIVER PROPERTIES, L.L.C.
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Manager
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
---------------------------------
Frank M. Garrison
Executive Managing Director
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(5) Supplement, dated May 8, 1998.
(a)(6) Cover Letter, dated May 8, 1998, to Limited Partners of
the Partnership.
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EXHIBIT (a)(5)
First Supplement to the Offer to Purchase dated April 24, 1998
BROAD RIVER PROPERTIES, L.L.C.
Has Amended its Offer and is Now Offering to Purchase
Up to 40,000 Units of Limited Partnership Interest
of
ANGELES INCOME PROPERTIES, LTD. II,
a California limited partnership
at
$160 NET PER UNIT
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK TIME, ON THURSDAY, MAY 21, 1998, UNLESS THE OFFER IS EXTENDED.
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May 8, 1998
To: The Limited Partners of
Angeles Income Properties, Ltd. II
This document supplements and updates the Offer to Purchase, dated
April 24, 1998, previously sent to you. It contains important information that
you should read carefully. Capitalized terms used but not defined in this
document have the same meanings as in the Offer to Purchase.
The Purchaser (which is an affiliate of the Managing General Partner)
has increased the purchase price of the Offer and is now offering to purchase
up to 40,000 of the outstanding units of limited partnership interest ("Units")
of Angeles Income Properties, Ltd. II, a California limited partnership (the
"Partnership"), at a purchase price of $160 per Unit (the "Purchase Price"),
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 24, 1998, this First
Supplement and the related Assignment of Partnership Interest.
Procedures for tendering Units are set forth in Section 3 of the Offer
to Purchase. Tendering Limited Partners may continue to use the original
Assignment of Partnership Interest previously delivered with the Offer to
Purchase. Although the Assignment of Partnership Interest previously delivered
refers to a $150 per Unit purchase price, Limited Partners using that
Assignment of Partnership Interest will nevertheless receive $160 per Unit for
each Unit validly tendered, not withdrawn and purchased pursuant to the Offer.
LIMITED PARTNERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR UNITS PURSUANT TO THE OFFER AND WHO WISH TO HAVE THEIR UNITS
PURCHASED AT THE INCREASED PURCHASE PRICE OF $160 PER UNIT WILL RECEIVE $160
PER UNIT WITHOUT TAKING ANY FURTHER ACTION.
BROAD RIVER PROPERTIES, L.L.C.
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For More Information or for Further Assistance Please Call:
Beacon Hill Partners, Inc.
(800) 954-9486
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BROAD RIVER PROPERTIES, L.L.C
One Insignia Financial Plaza
Greenville, South Carolina 29602
May 8, 1998
To: The Limited Partners of
Angeles Income Properties, Ltd. II
Enclosed for your review and consideration are documents which
supplement and update the terms of an offer by Broad River Properties, L.L.C.
("Broad River") to purchase your units of limited partnership interests in
Angeles Income Properties, Ltd. II (the "Partnership"). Broad River has
increased the purchase price of its offer to $160 net to the seller in cash per
unit.
Broad River understands that some Limited Partners have received
an offer from Everest Properties II, LLC ("Everest Properties"), dated
April 29, 1998, to purchase up to 3.0% of the outstanding units on a
"first-received, first-buy" basis at $160 per unit, which amount will be
reduced by any cash distributions to Limited Partners after April 24, 1998 AND
by transfer fees ($150 per tender) charged by the Partnership. Broad River's
purchase price, on the other hand, will not be reduced by the Partnership's
$150 transfer fee. Thus, a Limited Partner holding ten units who tenders to
Everest Properties would receive only $1,450, or approximately 90% of the
$1,600 purchase price that would be received if he instead tendered his units
to Broad River.
Because Everest Properties' offer is structured in a "first-received,
first-buy" manner, a Limited Partner who chooses to sell his units to Everest
Properties will not be entitled to withdrawal or proration rights. By
comparison, Broad River is offering to purchase up to 40,000 units subject to
"withdrawal rights" -- that is, a Limited Partner who tenders unit can
withdraw the tendered units before the tender offer expires. The effect of the
Everest Properties' offer is to prevent Limited Partners who tender their units
to Everest Properties from having the later opportunity to withdraw such units
which they might wish to do if a higher offer were made.
LIMITED PARTNERS WHO HAVE ALREADY TENDERED THEIR UNITS TO BROAD RIVER
WILL RECEIVE THE NEW PURCHASE PRICE OF $160 PER UNIT WITHOUT TAKING ANY FURTHER
ACTION.
If you have any questions concerning Broad River's tender offer, or
need assistance in completing the forms necessary to tender your units, or
would like another copy of the Offer to Purchase, please contact our
Information Agent, Beacon Hill Partners, at (800) 854-9486.
Thank you.
Sincerely,
Broad River Properties, L.L.C.
