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SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH
AIMCO
AIMCO Properties, L.P.
is offering to purchase any and all units of limited partnership interests in
ANGELES INCOME PROPERTIES, LTD. II
FOR $165 PER UNIT IN CASH
Upon the terms and subject to the conditions set forth herein, we will accept
any and all validly tendered in response to our offer. If units are validly
tendered and not properly withdrawn prior to the expiration date and the
purchase of all such units would result in there being less than 320
unitholders, we will purchase only 99% of the total number of units so tendered
by each limited partner.
Our offer price will be reduced for any distributions subsequently made by your
partnership prior to the expiration of our offer.
We have extended our offer and our offer and your units withdrawal rights will
expire at 5:00 P.M., New York City time, on September 15, 2000, unless we extend
the deadline.
You will not pay any partnership transfer fees if you tender your units. We will
pay the fee, up to $50, charged by a custodian of an IRA for tendering units.
You will pay any other fees and costs, including any transfer taxes.
Our offer is not subject to a minimum number of units being tendered.
SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED JULY 24, 2000, 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 $165 per unit without any arms-length
negotiations. Accordingly, our offer price may not reflect the fair
market value of your units. In November 1999, we offered to buy your
units for $228.96 per unit. Since November 1999, your partnership has
paid distributions of $66.07 per unit from operations.
O In November 1999, an independent investment banking firm estimated
that the net asset value, going concern value and liquidation value of
your partnership were $236.00, $217.00, and $227.00 per unit,
respectively.
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If you desire to accept our offer, you should complete and sign the
enclosed letter of transmittal in accordance
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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.
August 21, 2000
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(Continued from prior page)
O As of June 30, 1998, your general partner (which is our subsidiary)
estimated the net asset value of your units to be $260 per unit and an
affiliate of your general partner estimated the net liquidation value
of your units to be $249.78 per unit. In March 2000, your partnership
sold its only commercial property for $2,875,000 ($2,729,982 after
payment of closing expenses), of which $6,561 was used to pay
indebtedness and $2,723,421 was distributed to the partners.
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 Your general partner and the property manager of the properties are
subsidiaries of ours and, therefore, the general partner has
substantial conflicts of interest with respect to our offer.
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 future 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 small 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.
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INTRODUCTION
On July 24, 2000, we commenced an offer to acquire all of the outstanding
units of your partnership, in exchange for $165 in cash per unit, net to the
seller, without interest, less the amount of distributions, if any, made by your
partnership in respect of any unit from July 24, 2000 until the expiration date.
If units are validly tendered and not properly withdrawn prior to the expiration
date and the purchase of all such units would result in there being less than
320 unitholders, we will purchase only 99% of the total number of units so
tendered by each limited partner. Our offer is made upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated July 24, 2000, this
Supplement and in the accompanying letter of transmittal.
We will pay any transfer fees imposed for the transfer of units by your
partnership. However, you will have to pay any governmental transfer taxes that
apply to your sale. We will also pay up to $50 of fees for tendering your units
which are charged by any custodian or other trustee of any Individual Retirement
Account or benefit plan which is the owner of record of your units. Although the
fees charged for transferring units from an Individual Retirement Account vary,
such fees are typically $25-$50 per transaction. However, you will have to pay
any additional fees and any other fees and expenses, including any fees or
commissions imposed by your broker, and any taxes that apply to your sale. The
custodian for your IRA account should bill us for such fees by sending an
invoice to the Information Agent.
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 the units being tendered. However,
certain other conditions do apply. See "The Offer - Section 17. Conditions of
the Offer," in the Offer to Purchase. Under no circumstances will we be required
to accept any unit if the transfer of that unit to us would be prohibited by the
agreement of limited partnership of your partnership.
We have extended the expiration date of our offer to 5:00 p.m., New York
City time, on September 15, 2000. 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 the enclosed acknowledgment and
agreement, together with any other required documents, to the Information Agent.
If you have already tendered your units in accordance with the original letter
of transmittal, you need not take any further action to continue to tender your
units. 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 September 22, 2000.
We expressly reserve the right, in our reasonable discretion, at any time
and from time to time, to extend the period of time during which our offer is
open and thereby delay acceptance for payment of, and the payment for, any unit.
Notice of any such extension will promptly be disseminated to you in a manner
reasonably designed to inform you of such change. Further, any extension may be
followed by a press release or public announcement which will be issued no later
than 9:00 a.m., New York City time, on the next business day after the scheduled
expiration date of our offer, in accordance with Rule 14e-1(d) under the
Securities Exchange Act of 1934.
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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:
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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