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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
ANGELES PARTNERS XII,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
ANGELES PARTNERS XII,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
N/A
(Cusip Number of Class of Securities)
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CARROLL D. VINSON
PRESIDENT
ANGELES REALTY CORPORATION II
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-2747
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the person(s) filing statement)
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ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company is Angeles Partners XII, a
California limited partnership (the "Partnership"), and the address of the
principal executive offices of the Partnership is One Insignia Financial Plaza,
Greenville, South Carolina 29602. The title of the class of equity securities
to which this statement relates is the units of limited partnership interest
("Units") of the Partnership.
ITEM 2. TENDER OFFER OF THE BIDDER.
This statement relates to an offer by Cooper River Properties,
L.L.C., a Delaware limited liability company (the "Purchaser"), to purchase up
to 12,000 of the outstanding Units at a purchase price of $600 per Unit, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in an Offer to Purchase dated August 13, 1998 (the "Offer
to Purchase") and related Assignment of Partnership Interest (which
collectively constitute the "Offer"). A Tender Offer Statement on Schedule
14D-1 with respect to the Offer has been filed by the Purchaser, Insignia
Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia Properties
Trust, a Maryland real estate investment trust ("IPT") and Insignia Financial
Group, Inc., a Delaware corporation ("Insignia") (collectively, the "Bidders").
The address of the Purchaser's principal executive offices is One
Insignia Financial Plaza, Greenville, South Carolina 29602.
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and business address of the Partnership, which is the
person filing this statement, are set forth in Item 1 above.
(b)(1) The Partnership's managing general partner is Angeles Realty
Corporation II, a California corporation (the "Managing General Partner") and
an affiliate of the Purchaser. The other general partners of the Partnership,
Elliot Accommodation Trust and Elliot Family Partnership, Ltd. are prohibited
by the Limited Partnership Agreement from participating in the activities of
the Partnership.
The Managing General Partner of the Partnership is a direct,
wholly-owned subsidiary of Angeles Securitization Corporation ("ASC"), and IAP
GP Corporation ("IAP") owns all of the equity interests in ASC. IAP in turn is
a direct, wholly-owned subsidiary of IPT. The Purchaser is a recently formed,
wholly-owned subsidiary of IPLP, which is the operating partnership of IPT. IPT
is the sole general partner of IPLP (owning approximately 66% of the total
equity interests in IPLP), and Insignia is the sole limited partner of IPLP
(owning approximately 34% of the total equity interests in IPLP). Insignia and
its affiliates also own approximately 68% of the outstanding common shares of
IPT.
For more than the past three years, Insignia Residential Group, L.P.
("IRG") and Insignia/ESG, Inc., formerly known as Insignia Commercial Group,
Inc. ("IESG"), which are affiliates of Insignia and the Purchaser, have
provided property management services to the Partnership, and Insignia
(directly or through affiliates) has performed asset management, partnership
administration and investor relations services for the Partnership.
By reason of the relationships described in the three preceding
paragraphs, the Managing General Partner has conflicts of interest in
considering the Offer.
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The Partnership paid IRG and IESG property management fees for
property management services in the amounts of approximately $1,029,000,
$1,033,000 and $1,032,000 for the years ended December 31, 1997, 1996 and 1995,
respectively, and has paid IRG and IESG property management fees equal to
$515,000 during the first six months of 1998. The Partnership reimbursed the
Managing General Partner and its affiliates (including Insignia) for expenses
incurred in connection with asset management and partnership administration
services performed by them for the Partnership for the years ended December 31,
1997, 1996 and 1995 in the amounts of $431,000, $453,000 and $443,000,
respectively, and has reimbursed them for such services in the amount of
$219,000 through June 30, 1998. The reimbursement amounts for the years ended
December 31, 1997 and December 31, 1996 include $70,000 and $33,000,
respectively, which amounts were paid to an affiliate of the Managing General
Partner for costs incurred in connection with construction oversight services.
The Partnership paid $28,000 for the six months ended June 30, 1998 to an
affiliate of the Managing General Partner for costs incurred in connection with
construction oversight services. For the period January 1, 1996 through August
31, 1997, the Partnership insured its properties under a master policy through
an agency affiliated with the Managing General Partner, but with an insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. That agent assumed the financial
obligations to the affiliate of the Managing General Partner who received
payments on these obligations from the agent. Insignia and the Managing General
Partner believe that the aggregate financial benefit derived by Insignia and
its affiliates from such arrangement was immaterial.
As described above, the Purchaser and the Managing General Partner
are affiliates of and controlled by IPT, which is controlled by Insignia. The
Managing General Partner has conflicts of interest with respect to the Offer,
including conflicts resulting from its affiliation with IPT and the Purchaser.
The Managing General Partner also would have conflicts of interest (i) as a
result of the fact that a sale or liquidation of the Partnership's assets would
result in a decrease or elimination of the fees paid to the Managing General
Partner and/or its affiliates and (ii) as a consequence of the Purchaser's
ownership of Units, because the Purchaser (which is an affiliate of the
Managing General Partner) may have incentives to seek to maximize the value of
its ownership of Units, which in turn may result in a conflict for the Managing
General Partner in attempting to reconcile the interests of the Purchaser
(which is an affiliate of the Managing General Partner) with the interests of
the other Limited Partners. In addition, the Purchaser (which is an affiliate
of the Managing General Partner) is making the Offer with a view to making a
profit. Accordingly, there is a conflict between the desire of the Purchaser
(which is an affiliate of the Managing General Partner) to purchase Units at a
low price and the desire of the Limited Partners to sell their Units at a high
price.
As described in the Offer to Purchase, the Purchaser (which is an
affiliate of the Managing General Partner) expects to pay for the Units it
purchases pursuant to the Offer with funds provided by IPLP as capital
contributions. IPLP in turn intends to use its cash on hand and, if necessary,
borrowings from its credit facility with a commercial bank and financial
institution to make such contributions. See Section 12 of the Offer to
Purchase. It is possible, however, that in connection with its future financing
activities, IPT or IPLP may cause or request the Purchaser (which is an
affiliate of the Managing General Partner) to pledge the Units as collateral
for loans, or otherwise agree to terms which provide IPT, IPLP and the
Purchaser with incentives to generate substantial near-term cash flow from the
Purchaser's investment in the Units. This could be the case, for example, if a
loan has a "balloon" maturity after a relatively short time or bears a high or
increasing interest rate. In such a situation, the Managing General Partner may
experience a conflict of interest in seeking to reconcile the best
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interests of the Partnership with the need of its affiliates for cash flow from
the Partnership's activities.
If the Purchaser is successful in acquiring a significant number of
Units pursuant to the Offer, the Purchaser (which is an affiliate of the
Managing General Partner) will have the right to vote those Units and thereby
significantly influence the outcome of all voting decisions with respect to the
Partnership, including decisions concerning liquidation, amendments to the
Limited Partnership Agreement, removal and replacement of the Managing General
Partner or the other non-managing general partners and mergers, consolidations
and other extraordinary transactions. Because IPT already owns (through IPLP)
approximately 21.9% of the outstanding Units, however, it will be able to
significantly influence the outcome of all voting decisions with respect to the
Partnership regardless of the number of Units the Purchaser acquires pursuant
to the Offer. This means that (i) non-tendering Limited Partners could be
prevented from taking action they desire but that IPT (which is an affiliate of
the Managing General Partner) opposes and (ii) IPT (which is an affiliate of
the Managing General Partner) may be able to take action desired by IPT but
opposed by the non-tendering Limited Partners.
Under the Limited Partnership Agreement, Limited Partners holding a
majority of the Units are entitled to take action with respect to a variety of
matters, including removal of the Managing General Partner or the other
non-managing general partners and in certain circumstances election of a new or
successor managing general partner or non-managing general partners,
dissolution of the Partnership and most types of amendments to the Limited
Partnership Agreement. In general, IPLP and the Purchaser (which are affiliates
of the Managing General Partner) will vote the Units owned by them in whatever
manner they deem to be in the best interests of IPT, which, because of their
relationship with the Managing General Partner, also may be in the best
interest of the Managing General Partner, but may not be in the best interest
of other Limited Partners.
To the best knowledge of the Managing General Partner, except as
described in this Schedule 14D-9, there are no other material agreements,
arrangements, understandings or any actual or potential conflicts of interest
between the Partnership, the Managing General Partner and their affiliates and
the Bidders, their executive officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Because of the existing and potential future conflicts of interest
described in Item 3 above, the Partnership and the Managing General Partner are
remaining neutral and making no recommendation as to whether Limited Partners
should tender their Units in response to the Offer.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor any person acting on its behalf has
employed, retained or compensated, or intends to employ, retain or compensate,
any person or class of person to make solicitations or recommendation to
Limited Partners on its behalf concerning the Offer.
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ITEM 6. RECENT TRANSACTIONS AND INTEREST WITH RESPECT TO SECURITIES.
None.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Litigation. On March 24, 1998, certain persons claiming to own
limited partner interests in certain limited partnerships (including the
Partnership) whose general partners (the "General Partners") are affiliates of
Insignia (the "Partnerships") filed a purported class and derivative action in
California Superior Court in the County of San Mateo (the "San Mateo
Complaint") against Insignia, the General Partners (including the Managing
General Partner), certain persons and entities who purportedly formerly
controlled the General Partners, and additional entities affiliated with and
individuals who are officers, directors and/or principals of several of the
defendants. The San Mateo Complaint contains allegations that, among other
things, (i) the defendants breached their fiduciary duties to the plaintiffs by
selling or agreeing to sell their "fiduciary positions" as stockholders,
officers and directors of the General Partners for a profit and retaining said
profit rather than distributing it to the plaintiffs; (ii) the defendants
breached their fiduciary duties by mismanaging the Partnerships and
misappropriating the assets of the Partnerships by (a) manipulating the
operations of the Partnerships to depress the trading price of limited
partnership units (the "Units") of the Partnerships; (b) coercing and
fraudulently inducing unitholders to sell Units to certain of the defendants at
depressed prices; and (c) using the voting control obtained by purchasing Units
at depressed prices to entrench certain of the defendants' positions of control
over the Partnerships; and (iii) the defendants breached their fiduciary duties
to the plaintiffs by (a) selling assets of the Partnerships such as mailing
lists of unitholders; and (b) causing the General Partners to enter into
exclusive arrangements with their affiliates to sell goods and services to the
General Partners, the unitholders and tenants of Partnership properties. The
San Mateo Complaint also alleges that the foregoing allegations constitute
violations of various California securities, corporate and partnership
statutes, as well as conversion and common law fraud. The San Mateo Complaint
seeks unspecified compensatory and punitive damages, an injunction blocking the
sale of control of the General Partners to AIMCO and a court order directing
the defendants to discharge their fiduciary duties to the plaintiffs. As of the
date of this Offer to Purchase, defendants have not served or filed a reply to
the San Mateo Complaint. IPT and Insignia believe that the allegations
contained in the San Mateo Complaint are without merit and intend to vigorously
contest the plaintiffs' action.
On July 30, 1998, certain entities claiming to own limited
partnership interests in certain limited partnerships (including the
Partnership) whose general partners are affiliates of Insignia, IPT and the
Purchaser (the "Affiliated General Partners") filed a complaint in the Superior
Court of the State of California, County of Los Angeles (the "Los Angeles
Complaint") against Insignia, the Subject Partnerships (defined below), the
Affiliated General Partners (including the Managing General Partner) and
additional entities affiliated with several of the defendants. The action
involves 44 real estate limited partnerships (each named as a defendant) in
which the plaintiffs allegedly own interests and which Insignia affiliates
allegedly manage or control (the "Subject Partnerships"). Plaintiffs allege
that they have requested from, but have been denied by each of the Subject
Partnerships, lists of their respective limited partners for the purpose of
making tender offers to purchase up to 4.9% of the units of limited partnership
interest in each of the Subject Partnerships. The Los Angeles Complaint also
alleges that certain of the
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defendants made tender offers to purchase units of limited partnership interest
in many of the Subject Partnerships, with the alleged result that plaintiffs
have been deprived of the benefits they would have realized from ownership of
the additional units. The plaintiffs assert eleven causes of action, including
breach of contract, unfair business practices, and violations of the
partnership statutes of the states in which the Subject Partnerships are
organized. Plaintiffs seek compensatory, punitive and treble damages. Insignia
was only recently served with the Los Angeles Complaint and has not yet
responded to it. Insignia believes the claims to be without merit and intends
to defend the action vigorously.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Form of cover letter to Limited Partners of the Partnership
dated August 13, 1998.
(b) None.
(c) None.
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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: August 13, 1998
Angeles Partners XII,
a California limited partnership
By: Angeles Realty Corporation II,
its Managing General Partner
By: /s/ Carroll D. Vinson
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Carroll D. Vinson
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a) Form of cover letter to Limited Partners from the Partnership
dated August 13, 1998.
(b) None.
(c) None.
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Exhibit (a)
Angeles Partners XII
August 13, 1998
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by Angeles Partners
XII (the "Partnership") with the Securities and Exchange Commission in
connection with an offer (the "Offer") by Cooper River Properties, L.L.C., a
Delaware limited liability company (the "Purchaser"), Insignia Properties,
L.P., a Delaware limited partnership ("IPLP"), Insignia Properties Trust, a
Maryland real estate investment trust ("IPT"), and Insignia Financial Group,
Inc., a Delaware corporation ("Insignia," and together with IPLP, IPT and the
Purchaser, the "Bidders"), to purchase units of limited partnership interest
("Units") in the Partnership.
The Partnership's managing general partner is Angeles Realty
Corporation II (the "Managing General Partner"), which is an affiliate of the
Bidders. Due to the affiliation between the Managing General Partner of the
Partnership and the Bidders, the Managing General Partner is subject to certain
conflicts of interest in connection with the response to the Offer.
AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST,
NEITHER THE PARTNERSHIP NOR THE MANAGING GENERAL PARTNER EXPRESSES ANY OPINION
AS TO THE OFFER AND EACH IS REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS
TO WHETHER LIMITED PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER.
Limited Partners are advised to carefully read the enclosed Schedule 14D-9.
Angeles Partners XII
