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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 2 (FINAL AMENDMENT) 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. 11)
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
COLORADO CENTER, TOWER TWO
2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000
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
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CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $16,467,948.00 Amount of Filing Fee: $3,293.59
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the purchase
of 71,925 units of limited partnership interest of the subject partnership
for $228.96 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: $3,265.68 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: November 16, 1999
(Continued on following pages)
Page 1 of 6
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
35,806
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
35,806
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,806
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 35.53%
14. TYPE OF REPORTING PERSON
PN
Page 2 of 6
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
35,806
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
35,806
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,806
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 35.53%
14. TYPE OF REPORTING PERSON
CO
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<PAGE> 5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
45,660
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
45,660
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,660
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 45.30%
14. TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 2 TO SCHEDULE 14D-1/AMENDMENT NO. 11 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 2 to the
initial Schedule 14D-1 of AIMCO Properties, L.P. (the "AIMCO OP"), relating to
AIMCO OP's Litigation Settlement Offer to purchase units of limited partnership
interest ("Units") of Angeles Income Properties, Ltd. II (the "Partnership");
and (b) Amendment No. 11 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, (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, (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, (ix)
Amendment No. 9, filed with the Commission on November 16, 1999 by Cooper River,
Broad River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (x) Amendment
No. 10, dated December 16, 1999, by Cooper River, Broad River, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO. Cooper River, Broad River, AIMCO/IPT, IPLP, AIMCO
OP, AIMCO-GP and AIMCO are herein referred to as "Reporting Persons."
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
At midnight, New York time, on Thursday, December 30, 1999, the offer
expired pursuant to its terms. A total of 17,801 Units, representing
approximately 17.66% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of those
Units at $228.96 per Unit.
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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: January 10, 2000
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
BROAD RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
-------------------------------
Executive Vice President
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