ANGELES INCOME PROPERTIES LTD II, SC 13D/A, 1999-09-10

ANGELES INCOME PROPERTIES LTD II
SC 13D/A, 1999-09-10
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(A)

(AMENDMENT NO. 9)
ANGELES INCOME PROPERTIES, LTD. II
(Name of Issuer)

UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)

NONE
(CUSIP Number)

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)

August 26, 1999
(Date of Event Which Requires Filing of This Statement)

COPY TO:

JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000

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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13(d)-1(g), check the following
box. [ ]

(Continued on following pages)

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AMENDMENT NO. 9 TO SCHEDULE 13D

This Statement (the "Statement") constitutes Amendment No. 9 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 Rover"), 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, (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,
(vii) Amendment No. 7, filed with the Commission on July 1, 1999 by Cooper
River, Broad River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (viii)
Amendment No. 8 filed with the Commission on August 6, 1999 by Cooper River,
Broad River, 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 13D.

(6) CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.

In late August, 1999, we agreed, with an unaffiliated third party, to
explore the formation of a joint venture with respect to interests in certain
properties located in the State of New Jersey. A joint venture operating
agreement was signed but was not delivered and is being held in escrow subject
to the satisfaction of certain conditions, including, without limitation, mutual
due diligence, agreement with respect to the value of interests to be
contributed to the venture, negotiation and execution of mutually acceptable
definitive documentation for the venture, and the receipt of any and all
necessary consents to the venture. No party has any obligation to consummate the
venture and each may elect for any reason or no reason not to proceed with the
venture. If, however, all parties determine to proceed, and if the other closing
conditions are satisfied, it is expected that the joint venture agreement would
be released from escrow and become effective on September 15, 1999. The
tentative agreement contemplates the formation of a new limited liability
company in which (i) our venture partner would contribute its indirect
beneficial interests in two apartment complexes located in New Jersey, and (ii)
we would contribute our indirect beneficial interests in certain apartment
complexes also located in New Jersey, including Deer Creek. Deer Creek
Apartments is currently owned by your partnership and would continue to be owned
by your partnership even if the New Jersey joint venture were ultimately
consummated, as only our indirect interests in the properties (and not the
interests of limited partners) would be contributed to the venture.

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(7) MATERIAL TO BE FILED AS EXHIBITS.

(a) Operating Agreement for CLS-19 Associates
LLC. (Exhibit (c) to AIMCO Properties,
L.P.'s Amendment No. 1 to Schedule
14D-1/Amendment No. 10 to Schedule 13D
relating Angeles Partners XII, dated
September 7, 1999 as incorporated herein by
reference.)

Page 3 of 5
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SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: September 9, 1999

COOPER RIVER PROPERTIES, L.L.C.