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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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ANGELES PARTNERS XII
(Name of Subject Company)
ANGELES PARTNERS XII
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(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 Notices and Communications
on Behalf of the Person(s) Filing Statement)
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This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 originally filed with the Commission
on April 14, 1998 (the "Statement") by Angeles Partners XII, a California
limited partnership (the "Partnership"), relating to the tender offer by Broad
River Properties, L.L.C. (the "Purchaser") to purchase up to 18,500 of the
outstanding units of limited partnership interest ("Units") in the Partnership,
at $500 per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 14, 1998 and the
related Assignment of Partnership Interest (which, together with any
supplements or amendments, collectively constitute the "Offer") attached as
Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on
Schedule 14D-1 originally filed with Commission by the Purchaser on April 14,
1998. Capitalized terms used but not defined herein have the meanings ascribed
to them in the Statement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
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 "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 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 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 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 filing, defendants have not served or filed
a reply to the complaint.
IPT and Insignia believe that the allegations contained in the
Complaint are without merit and intend to vigorously contest the plaintiffs'
action.
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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: April 24, 1998
ANGELES PARTNERS XII
By: ANGELES REALTY CORPORATION II,
its General Partner
By: /s/ CARROLL D. VINSON
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Carroll D. Vinson
President
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