<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
---------
AMENDMENT NO. 1
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. 7)
ANGELES INCOME PROPERTIES, LTD. II
(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
---------
<PAGE> 2
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
Transaction Valuation* $6,656,171 Amount of Filing Fee: $1,331.23
- -------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 34,849.06 units of limited partnership interest of the
subject partnership for $191 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: $1,331.23 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D Date Filed: May 14, 1999
(Continued on following pages)
Page 2 of 5
<PAGE> 3
AMENDMENT NO. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 7 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 1 to
the initial Schedule 14D-1 of AIMCO Properties, L.P. (the "AIMCO OP"), relating
to AIMCO OP's offer to purchase units of limited partnership interest ("Units")
of Angeles Income Properties, Ltd. II (the "Partnership"); and (b) Amendment
No. 7 to the Schedule 13D (the "Schedule 13D") originally filed with the
Securities and Exchange Commission (the "Commission") on July 6, 1998, by Broad
River Properties, L.L.C. ("Broad River"), Insignia Properties, L.P. ("IPLP"),
Insignia Properties Trust ("IPT"), Insignia Financial Group, Inc. ("Insignia")
and Andrew L. Farkas, as amended by (i) Amendment No. 1, filed with the
Commission on August 13, 1998, by Cooper River Properties, L.L.C. ("Cooper
River"), IPLP, IPT, Insignia and Andrew L. Farkas, (ii) Amendment No. 2, filed
with the Commission on September 11, 1998, by Cooper River, IPLP, IPT, Insignia
and Andrew L. Farkas, (iii) Amendment No. 3, filed with the Commission on
September 21, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas,
(iv) Amendment No. 4, filed with the Commission on October 26, 1998, by Broad
River, IPLP, IPT, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and Apartment
Investment and Management Company ("AIMCO"), (v) Amendment No. 5, filed with
the Commission on January 22, 1999, by Cooper River, IPLP, IPT, Broad River,
AIMCO OP, AIMCO-GP and AIMCO, and (vi) Amendment No. 6, filed with the
Commission on May 14, 1999, by Cooper River, Broad River, AIMCO/IPT, Inc.
("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO. The item numbers and
responses thereto are set forth below in accordance with the requirements of
Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated May 13, 1999 (previously filed).
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter, dated May 13, 1999, from AIMCO OP to the Limited
Partners of the Partnership (previously filed).
(a)(4) Supplement to Offer to Purchase, dated July 1, 1999.
(a)(5) Letter, dated July 1, 1999, from AIMCO OP to the Limited
Partners of the Partnership.
(b) Amended and Restated Credit Agreement (Unsecured
Revolver-to-Term Facility), dated as of October 1, 1998,
among AIMCO OP, Bank of America National Trust and Savings
Association, and BankBoston, N.A. (Exhibit 10.1 to AIMCO's
Current Report on Form 8-K, dated October l, 1998, is
incorporated herein by this reference).
(b)(2) First Amendment to Credit Agreement, dated as of November 6,
1998, by and among AIMCO OP, the financial institutions
listed on the signature pages thereof and Bank of America
National Trust and Savings Association (Exhibit 10.2 to
AIMCO's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, is incorporated herein by this reference).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated May 13, 1999, among AIMCO,
AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Broad River and Cooper
River (previously filed).
Page 3 of 5
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER UNITS OF LIMITED PARTNERSHIP IN ANGELES INCOME PROPERTIES, LTD. II
PURSUANT TO AN OFFER TO PURCHASE
DATED MAY 13, 1999
BY
AIMCO PROPERTIES, L.P.
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THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK TIME,
ON JULY 30, 1999, UNLESS EXTENDED.
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Telephone:
TOLL FREE (888) 349-2005
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF UNITS TENDERED
- ------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please indicate Units in Angeles Income Properties, Ltd. II
changes or corrections to the name, address and tax
identification number printed below.)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
2. Number of 3. Total
1. Total Number of Units Tendered Number of Units
Units Owned for Cash Tendered
(#) (#) (#)
------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
To participate in the offer, you must send a duly completed and executed copy
of this Letter of Transmittal and any other documents required by this Letter
of Transmittal so that such documents are received by River Oaks Partnership
Services, Inc., the Information Agent, on or prior to July 30, 1999, unless
extended (the "Expiration Date"). THE METHOD OF DELIVERY OF THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY. DELIVERY OF THIS LETTER OF TRANSMITTAL OR ANY OTHER REQUIRED
DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID
DELIVERY.
--------------------------
IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR
INTEREST IN THE PARTNERSHIP PLEASE SEND IT TO THE INFORMATION
AGENT WITH THIS LETTER OF TRANSMITTAL.
---------------------------
FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT
AT (888) 349-2005 (TOLL FREE).
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
================================================================================
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)
To be completed ONLY if the consideration for the purchase price of
Units accepted for payment is to be be issued in the name of someone other than
the undersigned.
[ ] Issue consideration to:
Name
---------------------------------------------------------------------------
(Please Type or Print)
Address
------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Include Zip Code)
- -------------------------------------------------------------------------------
(Tax Identification or Social Security No.)
(See Substitute Form W-9)
===============================================================================
===============================================================================
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)
To be completed ONLY if the consideration for the purchase price of
Units accepted for payment is to sent to someone other than the undersigned or
to the undersigned at an address other than that shown above.
[ ] Mail consideration to:
Name
---------------------------------------------------------------------------
(Please Type or Print)
Address
------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Include Zip Code)
===============================================================================
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby acknowledges that he or she has received and
reviewed (i) the Purchaser's Offer to Purchase, dated May 13, 1999 (the "Offer
Date") relating to the offer by AIMCO Properties, L.P. (the "Purchaser") to
purchase Limited Partnership Interests (the "Units") in Angeles Income
Properties, Ltd. II, a California limited partnership (the "Partnership"), (ii)
the Supplement to the Offer to Purchase, dated July 1, 1999, and (iii) this
Letter of Transmittal and the Instructions hereto, as each may be supplemented
or amended from time to time (collectively, the "Offer").
Upon the terms and subject to the conditions set forth in the Offer to
Purchase, and this Letter of Transmittal, the undersigned hereby tenders to the
Purchaser the Units set forth in the box above entitled "Description of Units
Tendered," including all interests in any limited partnership represented by
such units (collectively, the "Units"), at the price of $191 per Unit, less the
amount of distributions, if any, made by the Partnership from the Offer Date
until the Expiration Date (the "Offer Price"), net to the undersigned in cash,
without interest.
Subject to and effective upon acceptance for payment of any of the Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereby irrevocably sells, assigns, transfers, conveys and delivers to, or upon
the order of, the Purchaser all right, title and interest in and to such Units
tendered hereby that are accepted for payment pursuant to the Offer, including,
without limitation, (i) all of the undersigned's interest in the capital of the
Partnership, and the undersigned's interest in all profits, losses and
distributions of any kind to which the undersigned shall at any time be
entitled in respect of the Units; (ii) all other payments, if any, due or to
become due to the undersigned in respect of the Units, under or arising out of
the agreement of limited partnership of the Partnership (the "Partnership
Agreement"), or any agreement pursuant to which the Units were sold (the
"Purchase Agreement"), whether as contractual obligations, damages, insurance
proceeds, condemnation awards or otherwise; (iii) all of the undersigned's
claims, rights, powers, privileges, authority, options, security interests,
liens and remedies, if any, under or arising out of the Partnership Agreement
or Purchase Agreement or the undersigned's ownership of the Units, including,
without limitation, all voting rights, rights of first offer, first refusal or
similar rights, and rights to be substituted as a limited partner of the
Partnership; and (iv) all present and future claims, if any, of the undersigned
against the Partnership, the other partners of the Partnership, or the general
partner and its affiliates, including the Purchaser, under or arising out of
the Partnership Agreement, the Purchase Agreement, the undersigned's status as
a limited partner, or the terms or conditions of the Offer, for monies loaned
or advanced, for services rendered, for the management of the Partnership or
otherwise.
The undersigned hereby irrevocably constitutes and appoints the Purchaser
and any designees of the Purchaser as the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Units, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote or act in such manner as any such attorney
and proxy or substitute shall, in its sole discretion, deem proper with respect
to such Units, to do all such acts and things necessary or expedient to deliver
such Units and transfer ownership of such Units on the partnership books
maintained by the general partner of the Partnership, together with all
accompanying evidence of transfer and authenticity to, or upon the order of,
the Purchaser, to sign any and all documents necessary to authorize the
transfer of the Units to the Purchaser including, without limitation, the
"Transferor's (Seller's) Application for Transfer" created by the National
Association of Securities Dealers, Inc., if required, and upon receipt by the
Information Agent (as the undersigned's agent) of the Offer Price, to become a
substitute limited partner, to receive any and all distributions made by the
Partnership from and after the Expiration Date of the Offer (regardless of the
record date for any such distribution), and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units, all in
accordance with the terms of the Offer. This appointment is effective upon the
purchase of the Units by the Purchaser as provided in the Offer and shall be
irrevocable for a period of ten years
3
<PAGE> 4
following the termination of the Offer. Upon the purchase of Units pursuant to
the Offer, all prior proxies and consents given by the undersigned with respect
to such Units will be revoked and no subsequent proxies or consents may be
given (and if given will not be deemed effective).
In addition to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (i) requests and authorizes (subject to and
effective upon acceptance for payment of any Unit tendered hereby) the
Partnership and its general partners to take any and all actions as may be
required to effect the transfer of the undersigned's Units to the Purchaser (or
its designee) and to admit the Purchaser as a substitute limited partner in the
Partnership under the terms of the Partnership Agreement; (ii) empowers the
Purchaser and its agent to execute and deliver to each general partner a change
of address form instructing the general partner to send any and all future
distributions to the address specified in the form, and to endorse any check
payable to or upon the order of such unitholder representing a distribution to
which the Purchaser is entitled pursuant to the terms of the offer, in each
case, in the name and on behalf of the tendering unitholder; (iii) agrees not
to exercise any rights pertaining to the Units without the prior consent of the
Purchaser; and (iv) requests and consents to the transfer of the Units, to be
effective on the books and records of the Partnership as of May 13, 1999.
NOTWITHSTANDING ANY PROVISION IN A PARTNERSHIP AGREEMENT OR ANY PURCHASE
AGREEMENT TO THE CONTRARY, THE UNDERSIGNED HEREBY DIRECTS EACH GENERAL PARTNER
OF THE PARTNERSHIP TO MAKE ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS THE
TENDERED UNITS FOR PAYMENT TO THE PURCHASER OR ITS DESIGNEE. Subject to and
effective upon acceptance for payment of any Unit tendered hereby, the
undersigned hereby requests that the Purchaser be admitted to the Partnership
as a substitute limited partner under the terms of the Partnership Agreement.
Upon request, the undersigned will execute and deliver additional documents
deemed by the Information Agent or the Purchaser to be necessary or desirable
to complete the assignment, transfer and purchase of Units tendered hereby and
will hold any distributions received from the Partnership after the Expiration
Date in trust for the benefit of the Purchaser and, if necessary, will promptly
forward to the Purchaser any such distributions immediately upon receipt. The
Purchaser reserves the right to transfer or assign, in whole or in part, from
time to time, to one or more of its affiliates, the right to purchase Units
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve the Purchaser of its obligations under the Offer or prejudice the
rights of tendering unitholders to receive payment for Units validly tendered
and accepted for payment pursuant to the Offer.
By executing this Letter of Transmittal, the undersigned represents that
either (i) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended (the "Code"), or an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101
of any such plan, or (ii) the tender and acceptance of Units pursuant to the
Offer will not result in a nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code.
The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in the Offer, the
Purchaser may not be required to accept for payment any of the Units tendered
hereby. In such event, the undersigned understands that any Letter of
Transmittal for Units not accepted for payment may be destroyed by the
Purchaser (or its agent). EXCEPT AS STATED IN THE OFFER, THIS TENDER IS
IRREVOCABLE, PROVIDED THAT UNITS TENDERED PURSUANT TO THE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE, OR UNLESS ALREADY ACCEPTED
FOR PAYMENT, ANY TIME AFTER JULY 11, 1999.
4
<PAGE> 5
THE UNDERSIGNED HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP AND NO SUCH GENERAL PARTNER MAKES ANY
RECOMMENDATION AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING UNITS IN THE
OFFER. THE UNDERSIGNED HAS MADE HIS OR HER OWN DECISION TO TENDER UNITS.
The undersigned hereby represents and warrants for the benefit of the
Partnership and the Purchaser that the undersigned owns the Units tendered
hereby and has full power and authority and has taken all necessary action to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free
and clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, and
such Units will not be subject to any adverse claims and that the transfer and
assignment contemplated herein are in compliance with all applicable laws and
regulations.
Our records indicate that the undersigned owns the number of Units set
forth in the box above entitled "Description of Units Tendered" under the
column entitled "Total Number of Units Owned." If you would like to tender only
a portion of your Units, please so indicate in the space provided in the box
above entitled "Description of Units Tendered."
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligations of the undersigned
shall be binding upon the heirs, personal representatives, trustees in
bankruptcy, legal representatives, and successors and assigns of the
undersigned.
The undersigned further represents and warrants that, to the extent a
certificate evidencing the Units tendered hereby (the "original certificate")
is not delivered by the undersigned together with this Letter of Transmittal,
(i) the undersigned represents and warrants to the Purchaser that the
undersigned has not sold, transferred, conveyed, assigned, pledged, deposited
or otherwise disposed of any portion of the Units, (ii) the undersigned has
caused a diligent search of its records to be taken and has been unable to
locate the original certificate, (iii) if the undersigned shall find or recover
the original certificate evidencing the Units, the undersigned will immediately
and without consideration surrender it to the Purchaser; and (iv) the
undersigned shall at all times indemnify, defend, and save harmless the
Purchaser and the Partnership, its successors, and its assigns from and against
any and all claims, actions, and suits whether groundless or otherwise, and
from and against any and all liabilities, losses, damages, judgments, costs,
charges, counsel fees, and other expenses of every nature and character by
reason of honoring or refusing to honor the original certificate when presented
by or on behalf of a holder in due course of a holder appearing to or believed
by the partnership to be such, or by issuance or delivery of a replacement
certificate, or the making of any payment, delivery, or credit in respect of
the original certificate without surrender thereof, or in respect of the
replacement certificate.
5
<PAGE> 6
================================================================================
SIGNATURE BOX
(SEE INSTRUCTION 2)
- --------------------------------------------------------------------------------
Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction 2).
TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS
OF A CORPORATION OR OTHER PERSONS ACTING IN A FIDUCIARY OR REPRESENTATIVE
CAPACITY, PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2.
The signatory hereto hereby tenders the Units indicated in this Letter of
Transmittal to the Purchaser pursuant to the terms of the Offer, and certifies
under penalties of perjury that the statements in Box A, Box B and, if
applicable, Box C and Box D are true.
X
---------------------------------------------------------------------------
(Signature of Owner)
X
---------------------------------------------------------------------------
(Signature of Joint Owner)
Name and Capacity (if other than individuals
--------------------------------
Title:
----------------------------------------------------------------------
Address:
--------------------------------------------------------------------
----------------------------------------------------------------------------
(City) (State) (Zip)
Area Code and Telephone No. (Day):
------------------------------------------
(Evening):
---------------------------------------
SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 2)
Name and Address of Eligible Institution:
-----------------------------------
Authorized Signature: X
-----------------------------------------------------
Name:
-----------------------------------------------------------------------
Title: Date:
--------------------------------- ----------------------
================================================================================
TAX CERTIFICATIONS
(See Instruction 4)
By signing the Letter of Transmittal in the Signature Box, the
unitholder certifies as true under penalty of perjury, the representations in
Boxes A, B and C below. Please refer to the attached Instructions for
completing this Letter of Transmittal and Boxes A, B and C below.
6
<PAGE> 7
===============================================================================
BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4 - BOX A)
- -------------------------------------------------------------------------------
The unitholder hereby certifies the following to the Purchaser under
penalties of perjury:
(i) The Taxpayer Identification No. ("TIN") printed (or corrected) on
the front of this Letter of Transmittal is the correct TIN of the unitholder,
unless the Units are held in an Individual Retirement Account ("IRA"); or if
this box [ ] is checked, the unitholder has applied for a TIN. If the unitholder
has applied for a TIN, a TIN has not been issued to the unitholder, and either
(a) the unitholder has mailed or delivered an application to receive a TIN to
the appropriate IRS Center or Social Security Administration Office, or (b) the
unitholder intends to mail or deliver an application in the near future (it
being understood that if the unitholder does not provide a TIN to the
Purchaser, 31% of all reportable payments made to the unitholder will be
withheld); and
(ii) Unless this box [ ] is checked, the unitholder is not subject to
backup withholding either because the unitholder: (a) is exempt from backup
withholding; (b) has not been notified by the IRS that the unitholder is
subject to backup withholding as a result of a failure to report all interest
or dividends; or (c) has been notified by the IRS that such unitholder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) above, only if you are unable to certify
that the unitholder is not subject to backup withholding.
================================================================================
===============================================================================
BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 4 - BOX B)
- -------------------------------------------------------------------------------
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S.
real property interests plus cash equivalents, and the holder of the
partnership interest is a foreign person. To inform the Purchaser that no
withholding is required with respect to the unitholder's Units in the
Partnership, the person signing this Letter of Transmittal hereby certifies the
following under penalties of perjury:
(i) Unless this box [ ] is checked, the unitholder, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);
(ii) The unitholder's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished in
the blank provided for that purpose on the front of the Letter of Transmittal;
(iii) The unitholder's home address (for individuals), or office
address (for non-individuals), is correctly printed (or corrected) on the front
of this Letter of Transmittal.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
================================================================================
===============================================================================
BOX C
SUBSTITUTE FORM W-8
(SEE INSTRUCTION 4 - BOX C)
- -------------------------------------------------------------------------------
By checking this box [ ], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the unitholder is an "exempt
foreign person" for purposes of the Backup Withholding rules under the U.S.
Federal income tax laws, because the unitholder has the following
characteristics:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not to be present in the
U.S. for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a
broker or barter exchange.
================================================================================
INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL
1. REQUIREMENTS OF TENDER. To be effective, a duly completed and
signed Letter of Transmittal (or facsimile thereof) and any other
required documents must be received by the Information Agent at one
of its addresses (or its facsimile number) set forth herein before
5:00 p.m., New York Time, on the Expiration Date, unless extended.
To ensure receipt of the Letter of Transmittal and any other
required documents, it is suggested that you use overnight courier
delivery or, if the Letter of Transmittal and any other required
documents are to be delivered by United States mail, that you use
certified or registered mail, return receipt requested.
WHEN TENDERING, YOU MUST SEND ALL PAGES OF THE LETTER OF
7
<PAGE> 8
TRANSMITTAL, INCLUDING TAX CERTIFICATIONS (BOXES A, B, AND C).
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
INFORMATION AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS -- After carefully reading and completing
the Letter of Transmittal, to tender Units, unitholders must sign at the
"X" in the Signature Box of the Letter of Transmittal. The signature(s)
must correspond exactly with the names printed (or corrected) on the
front of the Letter of Transmittal. If the Letter of Transmittal is
signed by the unitholder (or beneficial owner in the case of an IRA), no
signature guarantee on the Letter of Transmittal is required. If any
tendered Units are registered in the names of two or more joint owners,
all such owners must sign this Letter of Transmittal.
IRAS/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the
beneficial owner should sign in the Signature Box and no signature
guarantee is required. Similarly, if Units are tendered for the account
of a member firm of a registered national security exchange, a member
firm of the National Association of Securities Dealers, Inc. or a
commercial bank, savings bank, credit union, savings and loan
association or trust company having an office, branch or agency in the
United States (each an "Eligible Institution"), no signature guarantee
is required.
TRUSTEES, CORPORATIONS, PARTNERSHIP AND FIDUCIARIES -- Trustees,
executors, administrators, guardians, attorneys-in-fact, officers of a
corporation, authorized partners of a partnership or other persons
acting in a fiduciary or representative capacity must sign at the "X" in
the Signature Box and have their signatures guaranteed by an Eligible
Institution by completing the signature guarantee set forth in the
Signature Box of the Letter of Transmittal. If the Letter of Transmittal
is signed by trustees, administrators, guardians, attorneys-in-fact,
officers of a corporation, authorized partners of a partnership or
others acting in a fiduciary or representative capacity, such persons
should, in addition to having their signatures guaranteed, indicate
their title in the Signature Box and must submit proper evidence
satisfactory to the Purchaser of their authority to so act (see
Instruction 3 below).
3. DOCUMENTATION REQUIREMENTS. In addition to the information required to be
completed on the Letter of Transmittal, additional documentation may be
required by the Purchaser under certain circumstances including, but not
limited to, those listed below. Questions on documentation should be
directed to the Information Agent at its telephone number set forth
herein.
DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.
DECEASED OWNER (OTHERS) -- Copy of death certificate
(see also Executor/
Administrator/Guardian below).
EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment
documents for executor or
administrator; and (a) a copy of
applicable provisions of the
will (title page, executor(s)'
powers, asset distribution); or
(b) estate distribution
documents.
ATTORNEY-IN-FACT -- Current power of attorney.
CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other
evidence of authority to act.
Partnership should furnish a
copy of the partnership
agreement.
8
<PAGE> 9
<TABLE>
<S> <C> <C>
TRUST/PENSION PLANS -- Unless the trustee(s) are named
in the registration, a copy of
the cover page of the trust or
pension plan, along with a copy
of the section(s) setting forth
names and powers of trustee(s)
and any amendments to such
sections or appointment of
successor trustee(s).
</TABLE>
4. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be
issued in the name of a person other than the person signing the
Signature Box of the Letter of Transmittal or if consideration is
to be sent to someone other than such signer or to an address other
than that set forth on the Letter of Transmittal in the box
entitled "Description of Units Tendered," the appropriate boxes on
the Letter of Transmittal should be completed.
5. TAX CERTIFICATIONS. The unitholder(s) tendering Units to the
Purchaser pursuant to the Offer must furnish the Purchaser with the
unitholder(s)' taxpayer identification number ("TIN") and certify
as true, under penalties of perjury, the representations in Box A,
Box B and, if applicable, Box C. By signing the Signature Box, the
unitholder(s) certifies that the TIN as printed (or corrected) on
this Letter of Transmittal in the box entitled "Description of
Units Tendered" and the representations made in Box A, Box B and,
if applicable, Box C, are correct. See attached Guidelines for
Certification of Taxpayer Identification Number on Substitute Form
W-9 for guidance in determining the proper TIN to give the
Purchaser.
U.S. PERSONS. A unitholder that is a U.S. citizen or a resident
alien individual, a domestic corporation, a domestic partnership, a
domestic trust or a domestic estate (collectively, "U.S. Persons"),
as those terms are defined in the Code, should follow the
instructions below with respect to certifying Box A and Box B.
BOX A - SUBSTITUTE FORM W-9.
Part (i), Taxpayer Identification Number -- Tendering unitholders
must certify to the Purchaser that the TIN as printed (or
corrected) on this Letter of Transmittal in the box entitled
"Description of Units Tendered" is correct. If a correct TIN is not
provided, penalties may be imposed by the Internal Revenue Service
(the "IRS"), in addition to the unitholder being subject to backup
withholding.
Part (ii), Backup Withholding -- In order to avoid 31% Federal
income tax backup withholding, the tendering unitholder must
certify, under penalty of perjury, that such unitholder is not
subject to backup withholding. Certain unitholders (including,
among others, all corporations and certain exempt non-profit
organizations) are not subject to backup withholding. Backup
withholding is not an additional tax. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS. DO NOT
CHECK THE BOX IN BOX A, PART (II), UNLESS YOU HAVE BEEN NOTIFIED BY
THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.
When determining the TIN to be furnished, please refer to the
following as a guide:
Individual accounts - should reflect owner's TIN.
Joint accounts - should reflect the TIN of the owner whose name
appears first.
Trust accounts - should reflect the TIN assigned to the trust.
IRA custodial accounts - should reflect the TIN of the custodian
(not necessary to provide).
Custodial accounts for the benefit of minors - should reflect the
TIN of the minor.
Corporations, partnership or other business entities - should
reflect the TIN assigned to that entity.
By signing the Signature Box, the unitholder(s) certifies that the
TIN as printed (or corrected) on the front of the Letter of
Transmittal is correct.
BOX B - FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that
each unitholder transferring interests in a partnership with real
estate assets meeting certain criteria certify under penalty of
perjury the representations made in Box B, or be subject to
withholding of tax equal to 10% of the purchase
9
<PAGE> 10
price for interests purchased. Tax withheld under Section 1445 of
the Code is not an additional tax. If withholding results in an
overpayment of tax, a refund may be obtained from the IRS. PART (I)
SHOULD BE CHECKED ONLY IF THE TENDERING UNITHOLDER IS NOT A U.S.
PERSON, AS DESCRIBED THEREIN.
BOX C - FOREIGN PERSONS -- In order for a tendering unitholder who
is a Foreign Person (i.e., not a U.S. Person, as defined above) to
qualify as exempt from 31% backup withholding, such foreign
Unitholder must certify, under penalties of perjury, the statement
in Box C of this Letter of Transmittal, attesting to that Foreign
Person's status by checking the box preceding such statement.
UNLESS THE BOX IS CHECKED, SUCH UNITHOLDER WILL BE SUBJECT TO 31%
WITHHOLDING OF TAX.
6. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a
Letter of Transmittal and other required documents will be
determined by the Purchaser and such determination will be final
and binding. The Purchaser's interpretation of the terms and
conditions of the Offer (including these Instructions for this
Letter of Transmittal) will be final and binding. The Purchaser
will have the right to waive any irregularities or conditions as to
the manner of tendering. Any irregularities in connection with
tenders, unless waived, must be cured within such time as the
Purchaser shall determine. This Letter of Transmittal will not be
valid until any irregularities have been cured or waived. Neither
the Purchaser nor the Information Agent are under any duty to give
notification of defects in a Letter of Transmittal and will incur
no liability for failure to give such notification.
7. ASSIGNEE STATUS. Assignees must provide documentation to the
Information Agent which demonstrates, to the satisfaction of the
Purchaser, such person's status as an assignee.
8. TRANSFER TAXES. The amount of any transfer taxes (whether imposed
on the registered holder or such person) payable on account of the
transfer to such person will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted.
9. MINIMUM TENDERS. A unitholder may tender any or all of his, her or
its Units.
10. CONDITIONAL TENDERS. [CHECK PARTNERSHIP AGREEMENT. No alternative,
conditional or contingent tenders will be accepted.]
10
<PAGE> 11
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER -
- - Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
GIVE THE
TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF - -
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. An individual account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, the first individual on the account
3. Husband and wife (joint account) The actual owner of the account or, if joint funds,
either person
4. Custodian account of a minor (Uniform Gift to The minor (2)
Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor,
the minor (1)
6. Account in the name of guardian or committee The ward, minor or incompetent person (3)
for a designated ward, minor or incompetent
person (3)
7. a. The usual revocable savings trust account The grantor trustee (1)
(grantor is also trustee)
b. So-called trust account that is The actual owner (1)
not a legal or valid trust under state law
8. Sole proprietorship account The owner (4)
9. A valid trust, estate or pension trust The legal entity (Do not furnish the identifying
number of the personal representative or trustee
unless the legal entity itself is not designated in the
account title.) (5)
10. Corporate account The corporation
11. Religious, charitable, or educational The organization
organization account
12. Partnership account held in the name of the The partnership
business
13. Association, club, or other tax-exempt The organization
organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a State
or local government, school district, or
prison) that receives agricultural program
payments
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.
(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
11
<PAGE> 12
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual retirement
plan.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof. - A foreign government, a
political subdivision of a foreign government, or any agency or
instrumentality thereof.
- - An international organization or any agency or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a) of the Code.
- - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947 (a)(1).
- - An entity registered at all times under the Investment Company Act of
1940.
- - A foreign central bank of issue.
- - A futures commission merchant registered with the Commodity Futures
Trading Commission.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441
of the Code.
- - Payments to Partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received is not paid in
money.
- - Payments made by certain foreign organizations.
- Payments made to an appropriate nominee.
- Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals. NOTE: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
Payments of tax exempt interest (including exempt interest dividends under
section 852 of the Code).
- - Payments described in section 6049(b)(5) of the Code to nonresident
aliens.
- - Payments on tax-free covenant bonds under section 1451 of the Code.
12
<PAGE> 13
- - Payments made by certain foreign organizations.
- - Payments of mortgage interest to you.
- - Payments made to an appropriate nominee.
Exempt payees described above should file a substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR
PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT
ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A
COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage
dividends, that are not subject to information reporting are also not subject
to backup withholding. For details, see the regulations under sections 6041,
6041A(A), 6045, and 6050A of the Code.
PRIVACY ACT NOTICE - - Section 6109 of the Code requires most recipients of
dividend, interest, or other payments to give correct taxpayer identification
numbers to payers who must report the payments to the IRS. The IRS uses the
numbers for identification purposes. Payers must be given the numbers whether
or not recipients are required to file a tax return. Payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a correct taxpayer identification number to a payer.
Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER - - If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING - - If you
make a false statement with no reasonable basis that results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION - - Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
13
<PAGE> 14
<TABLE>
<S> <C> <C>
The Information Agent for the offer is:
RIVER OAKS PARTNERSHIP SERVICES, INC.
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
By Telephone:
TOLL FREE (888) 349-2005
</TABLE>
<PAGE> 1
SUPPLEMENT TO
OFFER TO PURCHASE BY
AIMCO PROPERTIES, L.P.
OF UP TO 34,849.06 UNITS OF LIMITED PARTNERSHIP INTEREST OF
ANGELES INCOME PROPERTIES, LTD. II
FOR $191 PER UNIT IN CASH
We will only accept a maximum of 34,849.06 units in response to our offer. If
more units are tendered to us, we will generally accept units on a pro rata
basis according to the number of units tendered by each person.
We will pay for units tendered pursuant to the offer promptly after expiration
of the offer.
Our offer price will be reduced for any distributions made by your partnership
since the date of the Offer to Purchase and prior to the expiration of our
offer.
Our offer and your withdrawal rights will expire at 5:00 p.m., New York City
time, on July 30, 1999, unless we extend the deadline.
YOU WILL NOT PAY ANY FEES OR COMMISSIONS IF YOU TENDER YOUR UNITS.
Our offer is not subject to any minimum number of units being tendered.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE AND ON PAGE
1 HEREIN FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN
CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING:
o We determined the offer price of $191 per unit without any arms-length
negotiations. Accordingly, our offer price may not reflect the fair
market value of your units.
o While secondary sales activity in the units of your partnership has
been limited and sporadic, sales prices of units in your partnership
ranged from $10 to $565 since January 1, 1996.
o Your general partner and the property manager of the residential
property are affiliates of ours and, therefore, the general partner has
substantial conflicts of interest with respect to our offer.
o We are making this offer with a view to making a profit and, therefore,
there is a conflict between our desire to purchase your units at a low
price and your desire to sell your units at a high price.
o Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership. Such fees
would not be payable if your partnership was liquidated.
o It is possible that we may conduct a subsequent offer at a higher
price.
o For any units that we acquire from you, you will not receive any future
distributions from operating cash flow of your partnership or upon a
sale or refinancing of property owned by your partnership.
o If we acquire a substantial number of units, we will increase our
ability to influence voting decisions with respect to your partnership
and may control such voting decisions, including but not limited to the
removal of the general partner, most amendments to the partnership
agreement and the sale of all or substantially all of your
partnership's assets.
If you desire to accept our offer, you should complete and sign the Letter
of Transmittal in accordance with the instructions thereto and mail or deliver
the signed Letter of Transmittal and any other required documents to River Oaks
Partnership Services, Inc., which is acting as Information Agent in connection
with our offer, at one of its addresses set forth on the back cover of this
Supplement. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
THE OFFER TO PURCHASE, THIS SUPPLEMENT OR THE LETTER OF TRANSMITTAL MAY ALSO BE
DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005.
July 1, 1999
<PAGE> 2
We are offering to purchase up to 34,849.06 units, representing
approximately 34.92% of the outstanding units of limited partnership interest in
your partnership, for the purchase price of $191 per unit, net to the seller in
cash, without interest, less the amount of distributions, if any, made by your
partnership in respect of any unit from May 13, 1999 until the expiration date.
Our offer is made upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 13, 1999, this Supplement and in the accompanying
letter of transmittal.
If you tender your units in response to our offer you will not be
obligated to pay any commissions or partnership transfer fees but will be
obligated to pay any transfer taxes (see Instruction 8 to the letter of
transmittal). We have retained River Oaks Partnership Services, Inc. to act as
the Information Agent in connection with our offer. We will pay all charges and
expenses in connection with the services of the Information Agent. The offer is
not conditioned on any minimum number of units being tendered. However, certain
other conditions do apply. See "The Offer - Section 17. Conditions of the
Offer," in the Offer to Purchase.
Our offer will expire at 5:00 P.M., New York City time, on July 30,
1999, unless extended. If you desire to accept our offer, you must complete and
sign the letter of transmittal in accordance with the instructions contained
therein and forward or hand deliver it, together with any other required
documents, to the Information Agent. You may withdraw your tender of units
pursuant to the offer at any time prior to the expiration date of our offer and,
if we have not accepted such units for payment, on or after July 11, 1999.
Our Offer to Purchase is amended and supplemented as follows:
1. The text under "Risk Factors - Recognition of Taxable Gain on Your
Sale of Your Units" set forth under "Risk Factors" of the Offer to Purchase is
hereby replaced in its entirety by inserting the following in lieu thereof:
Your sale of units for cash will be a taxable sale, with the result
that you will recognize taxable gain or loss measured by the difference between
the amount realized on the sale and your adjusted tax basis in the units of
limited partnership interest of your partnership you transfer to us. The "amount
realized" with respect to a unit of limited partnership interest of your
partnership you transfer to us will be equal to the sum of the amount of cash
received by you for the unit sold pursuant to the offer plus the amount of
partnership liabilities allocable to the unit. The particular tax consequences
for you of our offer will depend upon a number of factors related to your tax
situation, including your tax basis in your units of limited partnership
interest of your partnership you transfer to us, whether you dispose of all of
your units and whether you have available suspended passive losses, credits or
other tax items to offset any gain recognized as a result of your sale of your
units of limited partnership interest of your partnership. Therefore, depending
on your basis in the units and your tax position, your taxable gain and any tax
liability resulting from a sale of units to us pursuant to the offer could
exceed our offer price. Because the income tax consequences of tendering units
will not be the same for everyone, you should consult your own tax advisor to
determine the tax consequences of the offer to you.
2. The text under "Risk Factors - Possible Increase in Control of Your
Partnership by Us" is hereby replaced in its entirety by inserting the following
in lieu thereof:
Decisions with respect to the day-to-day management of your partnership
are the responsibility of the general partner. Because the general partner of
your partnership is our affiliate, we control the management of your
partnership. Under your partnership's agreement of limited partnership, limited
partners holding a majority of the outstanding units must approve certain
extraordinary transactions, including the removal of the general partner, the
addition of a new general partner, most amendments to the partnership agreement
and the sale of all or substantially all of your partnership's assets. If we
acquire all the units we are tendering for we will own a majority of the
outstanding units and will have the ability to control any vote of the limited
partners.
3. The first sentence under "The Offer - Section 5. Extension of Tender
Period; Termination; Amendment" is hereby amended to read as follows:
2
<PAGE> 3
We expressly reserve the right, in our reasonable discretion, at any
time and from time to time, (i) to extend the period of time during which our
offer is open and thereby delay acceptance for payment of, and payment for, any
unit, (ii) to terminate the offer and not accept any units not theretofore
accepted for payment or paid for if any of the conditions to the offer are not
satisfied or if any event occurs that might reasonably be expected to result in
a failure to satisfy such conditions, (iii) upon the occurrence of any of the
conditions specified in "The Offer - Section 17," to delay the acceptance for
payment of, or payment for, any units not already accepted for payment or paid
for, and (iv) to amend our offer in any respect (including, without limitation,
by increasing the consideration offered, increasing or decreasing the units
being sought, or both).
4. The second paragraph under "The Offer - Section 9. Background and
Reasons for the Offer Alternatives Considered by Your General Partner -
Liquidation" is hereby amended to read as follows:
However, in the opinion of your general partner (which is our
subsidiary), the present time may not be the most desirable time to sell the
residential real estate assets of your partnership in a private transaction, and
the proceeds realized from any such sale would be uncertain. Your general
partner believes it currently is in the best interest of your partnership to
continue holding its residential real estate assets. Although there might be a
prepayment penalty of approximately 1 to 2% of the outstanding balance of the
mortgages depending on when and under what circumstances they are prepaid, such
prepayment penalties are not a significant factor in determining when a property
may be sold. See "The Offer - Section 13. Certain Information Concerning Your
Partnership Investment Objectives and Policies; Sale or Financing of
Investments."
5. The text under "The Offer - Section 9. Background and Reasons for
the Offer - Comparison of Consideration to Alternative Consideration-Prices on
Secondary Market" is hereby replaced in its entirety by inserting the following
in lieu thereof:
Secondary market sales information is not a reliable measure of value
because of the limited amount of any known trades. At present, privately
negotiated sales and sales through intermediaries are the only means which may
be available to a limited partner to liquidate an investment in units (other
than our offer) because the units are not listed or traded on any exchange or
quoted on NASDAQ, on the Electronic Bulletin Board, or in "pink sheets."
Secondary sales activity for the units, including privately negotiated sales,
has been limited and sporadic.
Prior to our acquisition of the general partner, the general partner
received from time to time information on the prices at which units were sold;
however, it did not regularly receive or maintain information regarding the bid
or asked quotations of secondary market makers, if any. The prices in the table
below are based solely on information provided to the general partner by sellers
and buyers of units transferred in sale transactions (i.e., excluding
transactions believed to result from the death of a limited partner, rollover to
an IRA account, establishment of a trust, trustee to trustee transfers,
termination of a benefit plan, distributions from a qualified or nonqualified
plan, uniform gifts to minors, abandonment of units or similar non-sale
transactions). The transfer paperwork submitted to the general partner often did
not include the requested price information or contained conflicting information
as to the actual sales price. Sale prices not reported or disclosed could exceed
the reported prices. According to information obtained from your general partner
(which is our subsidiary) from January 1, 1996 to September 30, 1998, an
aggregate of 16,547 units (representing approximately 16.6 of the total
outstanding units) were transferred (including any tender offers) in sale
transactions. Set forth in the table below are the high and low sales prices of
units for the quarterly periods from January 1, 1996 to September 30, 1998, as
reported by your general partner:
3
<PAGE> 4
SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE GENERAL PARTNER
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
Fiscal Year Ended December 31, 1998:
Third Quarter.......................................................... $177.00 $75.00
Second Quarter......................................................... 156.30 30.00
First Quarter.......................................................... 144.00 80.00
Fiscal Year Ended December 31, 1997:
Fourth Quarter......................................................... 147.00 76.00
Third Quarter.......................................................... 145.00 70.00
Second Quarter......................................................... 143.00 30.00
First Quarter.......................................................... 125.00 30.00
Fiscal Year Ended December 31, 1996:
Fourth Quarter......................................................... 122.00 10.00
Third Quarter.......................................................... 110.00 38.70
Second Quarter......................................................... 140.00 24.00
First Quarter.......................................................... 62.00 15.00
</TABLE>
Set forth below are the high and low sale prices of units for the years
ended December 31, 1996, 1997 and 1998 and for the first two months of 1999, as
reported by The Partnership Spectrum, which is an independent, third-party
source. The gross sales prices reported by The Partnership Spectrum do not
necessarily reflect the net sales proceeds received by sellers of units, which
typically are reduced by commissions and other secondary market transaction
costs to amounts less than the reported price. The Partnership Spectrum
represents only one source of secondary sales information, and other services
may contain prices for the units that equal or exceed sales prices reported in
The Partnership Spectrum. We do not know whether the information compiled by The
Partnership Spectrum is accurate or complete.
SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE PARTNERSHIP SPECTRUM
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
Fiscal Year Ended December 31, 1999
First Two Months................................................... $199.00 $199.00
Fiscal Year Ended December 31, 1998:...................................... 178.10 120.00
Fiscal Year Ended December 31, 1997:...................................... 147.00 80.00
Fiscal Year Ended December 31, 1996:...................................... 565.00 35.00
</TABLE>
Set forth in the table below are the high and low sales prices of units
for the year ended December 31, 1998, the first quarter of 1999 and the two
months ended May 31, 1999, as reported by the American Partnership Board, which
is an independent, third-party source. The gross sales prices reported by
American Partnership Board do not necessarily reflect the net sales proceeds
received by sellers of units, which typically are reduced by commissions and
other secondary market transaction costs to amounts less than the reported
prices. The American Partnership Board represents one source of secondary sales
information, and the other services may contain prices for units that equal or
exceed sales prices reported by the American Partnership Board. We do not know
whether the information compiled by the American Partnership Board is accurate
or complete.
4
<PAGE> 5
SALES PRICES OF PARTNERSHIP UNITS,
AS REPORTED BY THE AMERICAN PARTNERSHIP BOARD
<TABLE>
<CAPTION>
HIGH LOW
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Fiscal Year Ended December 31, 1999
Two Months ended May 31, 1999.................... $182.00 $182.00
First Quarter.................................... -- --
Fiscal Year Ended December 31, 1998:.................... 538.00 143.00
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Tender offers for your units were made by us or our affiliates or
affiliates of Insignia in August 1998 for $175 per unit and in April 1998 for
$160 per unit. See "The Offer - Section 9. Background and Reasons for the Offer
- - Prior Tender Offers" in the Offer to Purchase.
6. The text under "The Offer - Section 10. Position of the General
Partner of Your Partnership with Respect to the Offer" is hereby replaced in its
entirety by inserting the following in lieu thereof:
The general partner of your partnership believes the offer price and
the structure of the transaction are fair to the limited partners. In making
such determination, the general partner considered all of the factors and
information set forth below, but did not quantify or otherwise attach particular
weight to any such factors or information:
o The offer gives you an opportunity to make an individual
decision on whether to tender your units or to continue to
hold them.
o Our offer price, and the method we used to determine our offer
price.
o The fact that the price offered for your units is based on an
estimated value of your partnership's properties that has been
determined using a method believed to reflect the valuation of
such assets by buyers in the market for similar assets.
o Prices at which the units have recently sold, to the extent
such information is available.
o The absence of an established trading market for your units.
o An analysis of possible alternative transactions, including a
property sale or refinancing, or a liquidation of the
partnership.
o An evaluation of the financial condition and results of
operations of your partnership including the decrease in
property income of your partnership from $7,767,173 for the
year ended December 31, 1997 to $7,433,000 for the year ended
December 31, 1998.
The general partner of your partnership makes no recommendation as to
whether you should tender or refrain from tendering your units. Although the
general partner believes the offer is fair, you must make your own decision
whether or not to participate in the offer, based upon a number of factors,
including your financial position, your need or desire for liquidity, other
financial opportunities available to you, and your tax position and the tax
consequences to you of selling your units.
7. The text under "The Offer - Section 14. Voting Power" is hereby
replaced in its entirety by inserting the following in lieu thereof:
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Decisions with respect to the day-to-day management of your partnership
are the responsibility of the general partner. Because the general partner of
your partnership is our affiliate, we control the management of your
partnership. Under your partnership's agreement of limited partnership, limited
partners holding a majority of the outstanding units must approve certain
extraordinary transactions, including the removal of the general partner, the
addition of a new general partner, most amendments to the partnership agreement
and the sale of all or substantially all of your partnership's assets. If we
acquire all the units we are offering to purchase, we will own a majority of the
outstanding units and will have the ability to control any vote of the limited
partners.
8. The text under "The Offer - Section 15. Source of Funds" is hereby
replaced in its entirety by inserting the following in lieu thereof:
We expect that approximately $6,656,171 will be required to purchase
all of the 34,849.06 limited partnership units that we are seeking in this offer
(exclusive of fees and expenses estimated to be $12,000). For more information
regarding fees and expenses, see "The Offer - Section 19. Fees and Expenses" in
the Offer to Purchase.
In addition to this offer, we are concurrently making offers to acquire
interests in approximately 100 other limited partnerships. If all such offers
were fully subscribed for cash, we would be required to pay approximately $260
million for all such units. If for some reason we did not have such funds
available we might extend this offer for a period of time sufficient for us to
obtain additional funds, or we might terminate this offer. However, based on our
past experience with similar offers, we do not expect all such offers to be
fully subscribed. Also, in some offers, investors have been offered a choice of
cash or securities. As a result, we expect that the funds that will be necessary
to consummate all the offers will be substantially less than $200 million. We
believe that we have sufficient cash on hand and available sources of financing
to pay such amounts. As of March 31, 1999, we had $38,000,000 of cash on hand
and $145,000,000 available for borrowing under our existing lines of credit.
Under our $145 million revolving credit facility with Bank of America
National Trust and Savings Association ("Bank of America") and BankBoston, N.A.,
AIMCO Properties, L.P. is the borrower and all obligations thereunder are
guaranteed by AIMCO and certain of its subsidiaries. The annual interest rate
under the credit facility is based on either LIBOR or Bank of America's
reference rate, at our election, plus, an applicable margin. We elect which
interest rate will be applicable to particular borrowings under the credit
facility. The margin ranges between 2.25% and 2.75% in the case of LIBOR-based
loans and between 0.75% and 1.25% in the case of base rate loans, depending upon
a ratio of our consolidated unsecured indebtedness to the value of certain
unencumbered assets. The credit facility matures on September 30, 1999 unless
extended, at the discretion of the lenders. The credit facility provides for the
conversion of the revolving facility into a three year term loan. The
availability of funds to us under the credit facility is subject to certain
borrowing base restrictions and other customary restrictions, including
compliance with financial and other covenants thereunder. The financial
covenants require us to maintain a ratio of debt to gross asset value of no more
than 0.55 to 1.0, an interest coverage ratio of 2.25 to 1.0 and a fixed charge
coverage ratio of at least 1.7 to 1.0 from January 1, 1999 through June 30,
1999, and 1.8 to 1.0 thereafter. In addition, the credit facility limits us from
distributing more than 80% of our Funds From Operations (as defined) to holders
of our units, imposes minimum net worth requirements and provides other
financial covenants related to certain unencumbered assets.
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The letter of transmittal and any other required documents should be
sent or delivered by each unitholder or such unitholder's broker, dealer, bank,
trust company or other nominee to the Information Agent at one of its addresses
set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
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By Mail: By Overnight Courier: By Hand:
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P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
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For information, please call:
TOLL FREE: (888) 349-2005
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AIMCO PROPERTIES, L.P.
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
July 1, 1999
Dear Unitholder:
We are offering to acquire up to 34,849.06 units in your partnership,
Angeles Income Properties, Ltd. II. Our offer presents you with the following
two options, which you are free to accept or reject in any combination you
like:
1. You may tender each of your units in exchange for $191 in
cash, in which case you may recognize a gain or loss for federal
income tax purposes.
2. You may retain any or all of your units. If you choose to
retain any or all of your units, your rights as a holder of units will
remain unchanged. You will continue to participate in gains and losses
of your partnership(s), and you will receive distributions, if any,
payable in respect of your units.
We are offering to acquire up to 34,849.06 outstanding units in your
partnership. Our offer is not subject to any minimum number of units being
tendered. If more units are tendered than we are offering to acquire, we will
prorate the purchase so that the same approximate percentage of units tendered
by each partner will be purchased. YOU WILL NOT BE REQUIRED TO PAY ANY
COMMISSIONS OR FEES IN CONNECTION WITH ANY DISPOSITION OF YOUR UNITS PURSUANT
TO OUR OFFER. Our offer price will be reduced for any distributions
subsequently made by your partnership prior to the expiration of our offer.
There are advantages and disadvantages to you of accepting or
declining our offer. The terms of the offer are more fully described in the
enclosed materials. These documents describe the material risks and
opportunities associated with the offer, including certain tax considerations.
Please review these documents carefully. The general partner of your
partnership, which is owned by us, has substantial conflicts of interest with
respect to the offer. Accordingly, the general partner of your partnership
makes no recommendation to you as to whether you should tender or refrain from
tendering your units in the offer.
If you desire to tender any of your units in response to our offer,
you should complete and sign the enclosed letter of transmittal in accordance
with the enclosed instructions and mail or deliver the signed letter of
transmittal and any other required documents to River Oaks Partnership
Services, Inc., which is acting as the Information Agent in connection with our
offer, at the address set forth on the back cover of the enclosed Offer to
Purchase. The offer will expire at 5:00 p.m., New York City time, on July 30,
1999, unless extended. If you have questions or require further information,
please call the Information Agent, toll free, at (888) 349-2005.
Very truly yours,
AIMCO PROPERTIES, L.P.
