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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
ANGELES PARTNERS XII
(Name of Subject Company)
ANGELES PARTNERS XII
(Name of Persons Filing Statement)
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
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of Angeles Partners XII, a California limited partnership (the
"Partnership"), with its business address located at 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by ERP Operating Partnership, an Illinois limited
partnership with its business addresses located at Two North Riverside
Plaza Chicago, Illinois 60606.
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) Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information in AIMCO Properties, L.P.'s Offer to Purchase
(the "Offer to Purchase"), dated August 19, 1999, and Letter to Limited
Partners, dated September 7, 1999, is incorporated herein by reference.
The Offer to Purchase was included as Exhibit (a)(2) to the original
Schedule 14D-9 and the Letter to Limited Partners, dated September 7,
1999, is included as Exhibit (a)(5) herein.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Comparison of Considerations to Alternative Consideration --
Prior Tender Offer" and
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"The Offer -- Section 13. Certain Information Concerning Your
Partnership-- Beneficial Ownership of Interests in Your
Partnership" is incorporated herein by reference.
(b) Units held by AIMCO Properties, L.P. or its affiliates will
not be tendered.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a) - (b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer to Purchase and AIMCO Properties, L.P.'s Supplement
to the Offer to Purchase, dated September 7, 1999 (the
"Supplement"), are incorporated herein by reference. The
Supplement is included as Exhibit (a)(4) hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated August 19, 1999 (Previously
filed).
(a)(2) Offer to Purchase, dated August 19, 1999 (Exhibit (a)(1) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated August 19,
1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal (Exhibit (a)(2) to Amendment No. 1 to
the Schedule 14D-1 of AIMCO Properties, L.P. is incorporated
herein by reference).
(a)(4) Supplement to Offer to Purchase, dated September 7, 1999
(Exhibit (a)(4) to Amendment No. 1 to the Schedule 14D-1 of
AIMCO Proper ties, L.P., incorporated is herein by reference).
(a)(5) Letter to Limited Partners, dated September 7, 1999.
(b) Not Applicable.
(c) Not Applicable.
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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: September 7, 1999
ANGELES PARTNERS XII
a California limited partnership
By: ANGELES REALTY CORPORATION II
its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(1) Letter to Limited Partners, dated August 19, 1999 (Previously
filed).
(a)(2) Offer to Purchase, dated August 19, 1999 (Exhibit (a)(1) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated August 19,
1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal (Exhibit (a)(2) to Amendment No. 1 to
the Schedule 14D-1 of AIMCO Properties, L.P. is incorporated
herein by reference).
(a)(4) Supplement to Offer to Purchase, dated September 7, 1999
(Exhibit (a)(4) to Amendment No. 1 to the Schedule 14D-1 of
AIMCO Proper ties, L.P., incorporated is herein by reference).
(a)(5) Letter to Limited Partners, dated September 7, 1999.
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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EXHIBIT (a)(5)
ANGELES PARTNERS XII
55 Beattie Place, P.O. Box 2347
Greenville, South Carolina 29602
September 7, 1999
Dear Limited Partner:
We understand that you will receive from ERP Operating Limited
Partnership an offer to purchase up to 21,912 limited partnership units at $650
per unit of Angeles Partners XII (the "Partnership"). We also understand that
you may have received an offer from Everest Investors 12, LLC to purchase up to
1,669 limited partnership units at $554 per unit of the Partnership. Further, we
understand that you are to receive a Supplement, dated September 7, 1999, from
AIMCO Properties, L.P. which increases its offer price to $700 per unit.
The Partnership, through its general partner, Angeles Realty
Corporation II (the "General Partner"), is required by the rules of the
Securities and Exchange Commission to make a recommendation whether you should
accept or reject such offers, or whether the Partnership is remaining neutral
with respect to such offers. The General Partner is not making any
recommendation with respect to any offer for the reason set forth under "The
Offer -- Section 10. Position of Your General Partner of Your Partnership with
Respect to the Offer" in the Offer to Purchase, dated August 19, 1999, of AIMCO
Properties, L.P., which was previously sent to you. However, it should be noted
that the amended offer of AIMCO Properties, L.P. is at the highest price of any
of the three offers. If you wish to sell your units for cash, you should do so
at the highest price.
Please note that the General Partner is an affiliate of AIMCO
Properties, L.P.
If you have any questions or would like further information about other
possible opportunities to sell your units, please contract River Oaks
Partnership Services, Inc. at (888) 349-2005.
ANGELES REALTY CORPORATION II
General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
