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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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ANGELES PARTNERS XII
(Name of Subject Company)
ERP OPERATING LIMITED PARTNERSHIP
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
Bruce C. Strohm, Esq. Don S. Hershman, Esq.
Equity Residential Properties Trust Holleb & Coff
Two North Riverside Plaza 55 East Monroe Street
Chicago, Illinois 60606 Chicago, Illinois 60606
(312) 474-1300 (312) 807-4600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Valuation*: $16,434,000 Amount of Filing Fee: $3,287
* For purposes of calculating the filing fee only. Assumes the purchase of
21,912 Units at a purchase price equal to $750 per Unit in cash.
[X] 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.
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Amount Previously Paid: $2,849 Filing Party: ERP Operating Limited Partnership
Form or Registration Number: Schedule 14D-1 Date Filed: September 2, 1999
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This statement (the "Statement") constitutes Amendment No. 1 to the initial
Schedule 14D-1 of ERP Operating Limited Partnership ("ERP") relating to ERP's
offer to purchase limited partnership interests (the "Units") of Angeles
Partners XII (the "Partnership"). The item numbers and responses thereto are
set forth below in accordance with the requirements of Schedule 14D-1.
Items 1-10.
Incorporated by reference from ERP's Offer to Purchase, Letter of
Transmittal and Form of Letter to Unitholders, each dated September 2, 1999. Any
references to the offer price of $650 per Unit should now be $750 per Unit.
Item 11. Material to be Filed as Exhibits.
(a)(1) Offer to Purchase, dated September 2, 1999 (previously filed).
(a)(2) Letter of Transmittal (previously filed).
(a)(3) Form of Letter to Unitholders dated September 2, 1999 (previously
filed).
(a)(4) Letter, dated September 10, 1999, from ERP Operating Limited
Partnership to the Unitholders of the Partnership.
(b)-(f) Not Applicable.
SIGNATURES
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: September 10, 1999
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL PROPERTIES
TRUST, General Partner
By: /s/ Bruce C. Strohm
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Its: Executive Vice President, General
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Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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(a)(1) Offer to Purchase dated September 2, 1999 (previously filed).
(a)(2) Letter of Transmittal (previously filed).
(a)(3) Form of Letter to Unitholders dated September 2, 1999
(previously filed).
(a)(4) Letter, dated September 10, 1999, from ERP Operating Limited
Partnership to the Unitholders of the Partnership.
(b)-(f) Not Applicable.
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Exhibit (a)(4)
EX-99.4 LETTER TO UNITHOLDERS
September 10, 1999
TO: UNITHOLDERS OF ANGELES PARTNERS XII
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unitholder:
We are increasing our offer price for your limited partnership interests
(the "Units") in Angeles Partners XII (the "Partnership") from $650 per Unit
to $750 per Unit.
We are offering to acquire up to 21,912 Units (the "Offer"). The Offer is
not subject to any minimum number of Units being tendered. We understand that
you may have received an offer from Everest Investors 12, LLC to purchase up
to 1,699 Units at $554 per Unit. We also understand that Angeles Realty
Corporation II, the Partnership's general partner, previously offered to
purchase up to 12,098.01 Units at $570 per Unit and may be in the process of
increasing its offer price to $700 per Unit. Of the offers that we understand
that you may have received, our new offer price of $750 per Unit is the
highest price per Unit.
As we are increasing the offer price from $650 to $750 before the
expiration of the Offer, October 7, 1999, unless extended, this increased
offer price will be paid with respect to all Units that are purchased by us
pursuant to the Offer, whether or not such Units were tendered prior to or
after this increase in consideration.
If more Units are tendered than we are offering to acquire, we will prorate
the purchase so that the same approximate percentage of Units tendered by each
unitholder will be purchased. Our offer price of $750 per Unit will be
decreased by the amount of any distributions declared or made with respect to
the Units between August 20, 1999 and October 7, 1999, or such other date to
which the Offer may be extended. YOU WILL NOT BE REQUIRED TO PAY ANY
COMMISSIONS OR FEES IN CONNECTION WITH ANY DISPOSITION OF YOUR UNITS PURSUANT
TO THE OFFER.
Please refer to our Tender Offer documents, dated September 2, 1999, for
additional information about the Offer.
If you would like to tender your Units to be purchased by us for $750 per
Unit, please complete the pink transmittal letter we sent to you to and
deliver it to MMS Escrow and Transfer Agency, Inc. (the "Depositary") at the
address listed on the pink transmittal letter in the gold envelope sent to you
with the pink transmittal letter.
If you have any questions or need assistance, please call the Depositary at
(888) 292-4264.
The Offer expires (unless extended) October 7, 1999.
