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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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ANGELES INCOME PROPERTIES, LTD. II,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
ANGELES INCOME PROPERTIES, LTD. II,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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CARROLL D. VINSON
PRESIDENT
ANGELES REALTY CORPORATION II
ONE INSIGNIA FINANCIAL PLAZA
P.O. BOX 19059
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-2747
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 originally filed with the Commission on April 27,
1998 (the "Statement") by Angeles Income Properties, Ltd. II, a California
limited partnership (the "Partnership"), relating to the tender offer by Broad
River Properties, L.L.C. (the "Purchaser") to purchase up to 40,000 of the
outstanding units of limited partnership interest ("Units") in the Partnership,
at $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 and the
related Assignment of Partnership Interest (which, together with any
supplements or amendments, collectively constitute the "Offer") attached as
Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on
Schedule 14D-1 originally filed with Commission by the Purchaser on April 27,
1998. Capitalized terms used but not defined herein have the meanings ascribed
to them in the Statement.
The following Items of the Statement are hereby supplemented and/or
amended as follows:
ITEM 2. TENDER OFFER OF THE BIDDER.
The Purchaser has amended its Offer pursuant to a First Supplement dated
May 8, 1998 (the "Supplement"), and thereby offers to purchase up to 40,000 of
the outstanding Units at an increased purchase price of $160 per Unit, net to
the seller in cash, without interest, upon the terms and conditions set forth
in the Offer to Purchase, the Supplement and the Assignment of Partnership
Interest. The Bidders have filed Amendment No. 1 to the Tender Offer Statement
on Schedule 14D-1 with respect to the Supplement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Managing General Partner has been advised by Everest Properties II,
LLC ("Everest Properties") that Everest Properties has mailed to some Limited
Partners an offer to purchase up to 3,000 of the outstanding Units at a
purchase price of $160 per Unit, net to the seller in cash, which amount shall
be reduced by any distributions declared by the Partnership after April 24,
1998, and any transfer fees charged by the Partnership, upon the terms and
conditions set forth in an offer document dated April 29, 1998 (the "Everest
Offer Document") and related Agreement of Transfer (which collectively
constitute the "Everest Offer"). Because of the existing and potential future
conflicts of interest between the Managing General Partner and the Purchaser
with respect to the Offer (as described in Item 3 of the original Statement),
the Partnership and the Managing General Partner are remaining neutral and
making no recommendation as to whether Limited Partners should tender their
Units in response to either the Offer or the Everest Offer. In the event that
Limited Partners wish to tender their Units, however, the Partnership and the
Managing General Partner recommend against tendering Units pursuant to the
Everest Offer. Because Everest Properties will reduce its purchase price by
the amount of transfer fees ($150 per tender) charged by the Partnership,
Everest Properties is effectively offering a lower purchase price than that
offered by the Purchaser pursuant to the Offer. Further, the Everest Offer is
on a "first-received, first-buy" basis and thus does not provide withdrawal
rights, whereas the Offer does afford Limited Partners withdrawal rights. Thus,
in the event a higher offer were made, Limited Partners who had previously
tendered to Everest Properties would not be able to withdraw and accept the
higher offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(2) Form of Cover Letter to Limited Partners of the Partnership dated
May 8, 1998.
(d)(1) Everest Offer Document mailed by Everest Properties to Limited
Partners of the Partnership, dated April 29, 1998.
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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
ANGELES INCOME PROPERTIES, LTD. II,
a California limited partnership
By: Angeles Realty Corporation II,
its Managing General Partner
By: /s/ CARROLL D. VINSON
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Carroll D. Vinson
President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(2) Form of Cover Letter to Limited Partners of the
Partnership dated May 8, 1998.
(d)(1) Everest Offer Document mailed by Everest Properties
to Limited Partners of the Partnership, dated
April 29, 1998.
4
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ANGELES INCOME PROPERTIES, LTD. II
May 8, 1998
Dear Limited Partner:
The Managing General Partner has been advised that Everest Properties
II, LLC ("Everest Properties") has mailed to some Limited Partners an offer to
purchase up to 3,000 units of limited partnership interest ("Units") in Angeles
Income Properties, Ltd. II (the "Partnership") for $160 per Unit, which amount
will be reduced by, among other things, any transfer fees charged by the
Partnership (the "Everest Offer"). In response to the Everest Offer, Broad
River Properties, L.L.C. ("Broad River"), which is an affiliate of the Managing
General Partner, has increased its purchase price and now seeks to purchase up
to 40,000 Units for $160 per Unit (the "Broad River Offer").
Due to the affiliation between the Managing General Partner of the
Partnership and Broad River, the Managing General Partner is subject to certain
conflicts of interest in connection with the response to the Broad River Offer.
As a result, the Partnership and the Managing General Partner are remaining
neutral as to whether Limited Partners should tender their Units in response to
either the Broad River Offer or the Everest Offer.
In the event that Limited Partners wish to tender their Units,
however, the Partnership and the Managing General Partner recommend against the
Everest Offer for the following reasons. First, Everest Properties will reduce
its purchase price of $160 per Unit by the amount of transfer fees ($150 per
tender) charged by the Partnership, whereas Broad River will pay such fees on
behalf of Limited Partners who tender in response to its offer. Everest
Properties, therefore, is actually offering a lower net purchase price than that
offered by Broad River. Second, the Everest Offer is on a "first-received,
first-buy" basis and thus does not provide withdrawal rights, whereas the Broad
River Offer does afford Limited Partners withdrawal rights. Thus, in the event
a higher offer were made, Limited Partners who had previously tendered to
Everest Properties would not be able to withdraw and accept the higher offer.
Sincerely,
Angeles Income Properties, Ltd. II
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[EVEREST PROPERTIES II, LLC LETTERHEAD]
April 29, 1998
To the Holders of Limited Partnership Interests in
Angeles Income Properties, Ltd. II
RE: $10 HIGHER OFFER TO PURCHASE UNITS
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in Angeles Income Properties, Ltd. II (the
"Partnership") for cash in the amount of $160 per Unit (which amount will
be reduced by any cash distributions made to you by the Partnership after
April 24, 1998 and any transfer fees charged by the Partnership). Our offer
provides you with an opportunity to sell your Units now without the costly
commissions (typically up to 10% with a minimum of $150-200) usually
paid by the seller in secondary market sales.
OUR OFFER EXCEEDS BY $10 PER UNIT THE OFFER YOU RECENTLY RECEIVED FROM
BROAD RIVER PROPERTIES, LLC DATED APRIL 24, 1998 (THE "LOWER OFFER"). You
may accept our offer even if you sent an acceptance of the Lower Offer, which
states that you may withdraw your acceptance prior to May 21, 1998. Since
Broad River is an affiliate of the general partner of the Partnership,
we assume that Broad River is offering a fair price in the Lower Offer.
Our offer price exceeds by more than $60 per Unit average recent reported
sales of these Units through secondary market firms, after the impact of
typical seller-paid commissions. We are long-term investors and can wait for
the properties to be sold. Your choice is whether to stay in an investment
that has not met your expectations and is making no current distributions,
or sell your investment, receive $160 per Unit now, and look for other
investment opportunities.
You may no longer wish to continue with your investment in the Partnership
for a number of other reasons, including:
o Elimination of troublesome K-1's and further IRS and state tax filing
requirements beyond the 1998 tax year.
o Liquidity now. The Partnership was formed over 15 years ago, with an
original investment intent of potential capital gains on sale of the
property.
o Elimination of substantial annual fees for IRA or other pension plan
investors.
o Elimination of significant accounting fees for the preparation of K-1's.
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We are an investment company which buys units in dozens of under-performing
limited partnerships and are not affiliated with the Partnership or the general
partner. To date, over 20,000 limited partners nationwide in over 200 limited
partnerships have chosen to sell their partnership units to us. This has
made Everest a leading and reliable choice for limited partnership investors
seeking a time-efficient and cost-efficient liquidity option, which generally
does not otherwise exist.
Our offer is limited to only 3,000 (3.0%) of the 99,784 outstanding Units.
If we were to acquire more than this amount, the administrative costs of our
offer would become burdensome.
WE WILL ACCEPT FOR PURCHASE PROPERTY DOCUMENTED UNITS ON A "FIRST-
RECEIVED, FIRST-BUY" BASIS. You will be paid promptly following confirmation
by the Partnership of a valid transfer. We are seeking to acquire Units for
investment purposes only. We suggest that you contact your tax advisor to
determine your particular tax consequences from a sale. All tenders of Units
will be irrevocable and may not be rescinded or withdrawn.
An Agreement of Transfer is enclosed which you can use to accept our
offer. Please execute this document and return it (together with the original
Partnership certificate, if available) in the enclosed envelope. BY EXECUTING
THE AGREEMENT OF TRANSFER, YOU WILL BE AUTHORIZING AS TO WITHDRAW ANY TENDER
YOU HAVE MADE IN THE LOWER OFFER. WE NEED TO RECEIVE YOUR EXECUTED AGREEMENT OF
TRANSFER NOT LATER THAN MAY 20, 1998, IN ORDER TO TIMELY WITHDRAW A PRIOR
TENDER AND INSURE THAT YOU RECEIVE THE HIGHER PRICE WE ARE OFFERING FOR YOUR
UNITS.
OUR OFFER WILL EXPIRE AT 5:00 PM ON JUNE 12, 1998.
Please call us at (800) 611-4613 if you have any questions.
Very truly yours,
Everest Properties II, LLC
