ANGELES INCOME PROPERTIES LTD 6
SC 14D1, 1998-08-14
REAL ESTATE
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                SCHEDULE 14D-1/A
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)

                              --------------------

                       ANGELES INCOME PROPERTIES, LTD. 6
                           (Name of Subject Company)

                        COOPER RIVER PROPERTIES, L.L.C.
                           INSIGNIA PROPERTIES, L.P.
                           INSIGNIA PROPERTIES TRUST
                         INSIGNIA FINANCIAL GROUP, INC.
                                   (Bidders)

                     UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                      NONE
                     (Cusip Number of Class of Securities)

                              --------------------

                                JEFFREY P. COHEN
                             SENIOR VICE PRESIDENT
                         INSIGNIA FINANCIAL GROUP, INC.
                                375 PARK AVENUE
                                   SUITE 3401
                            NEW YORK, NEW YORK 10152
                                 (212) 750-6070
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)

                                    COPY TO:

                              JOHN A. HEALY, ESQ.
                                 ROGERS & WELLS
                                200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 878-8000

                              --------------------

<PAGE>

         This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on August 13, 1998 (the
"Statement") by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia
Properties, L.P., Insignia Properties Trust and Insignia Financial Group, Inc.,
relating to the tender offer of the Purchaser to purchase up to 20,000 of the
outstanding units of limited partnership interest (the "Units") of Angeles
Income Properties, Ltd. 6 at a purchase price of $225 per Unit, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 13, 1998 (the "Offer to Purchase") and the
related Assignment of Partnership Interest (which, together with any
supplements or amendments, collectively constitute the "Offer"). Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Offer to Purchase and the original Statement.

         This amendment hereby supplements Exhibit (z)(1) to the original
Schedule 14D-1 to include the summary appraisal for Homestead Apartments
referenced in Section 13 ("Background of the Offer") of the Offer to Purchase.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

         (z)(1) Summaries of appraisals referred to in the Offer to Purchase in
                Section 13 ("Background of the Offer").

                                       2

<PAGE>

                                   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:  August 14, 1998


                                       COOPER RIVER PROPERTIES, L.L.C.


                                       By: /s/ JEFFREY P. COHEN
                                          ------------------------------
                                           Jeffrey P. Cohen
                                           Manager



                                       INSIGNIA PROPERTIES, L.P.

                                       By: Insignia Properties Trust,
                                           its General Partner


                                       By: /s/ JEFFREY P. COHEN
                                          ------------------------------
                                           Jeffrey P. Cohen
                                           Senior Vice President



                                       INSIGNIA PROPERTIES TRUST


                                       By: /s/ JEFFREY P. COHEN
                                          ------------------------------
                                           Jeffrey P. Cohen
                                           Senior Vice President



                                       INSIGNIA FINANCIAL GROUP, INC.


                                       By: /s/ FRANK M. GARRISON
                                          ------------------------------
                                           Frank M. Garrison
                                           Executive Managing Director


                                       3


<PAGE>

Mr. Nick Huscak                                                  March 22, 1998
IFGP Corporation
One Insignia Financial Plaza
Greenville, SC 29602


Reference:    Restricted appraisal report-limited appraisal of Homestead
              Apartments located at 500 West Lake Lansing Road, City of East
              Lansing, Ingham County, Michigan.

Dear Sir:

In accordance with the engagement letter dated February 4, 1998, we have
appraised the above captioned property as of March 16, 1998. This appraisal and
final estimate of value has been based upon a careful and personal inspection
of the property and upon research in various factors that influence value. The
purpose of this report is to estimate the market value of the Fee Simple
Interest of the subject property. The function of this appraisal is to serve as
an update to the limited summary report performed by KTR on April 7, 1997.
Supporting documentation of our analysis and conclusions has been retained in
the appraiser's files and may be reviewed upon request.

Briefly described, the subject property is a two and a half-story, multi-family
garden apartment complex which was built in 1986 and consists of four buildings
with 168 apartments, comprised of 48 one-bedroom units and 120 two-bedroom
units. The improvements are situated in an irregular, 13.05 acre parcel. The
subject property contains approximately 149,760 square feet of living area.
Parking is provided by carports with spaces for 170 automobiles. The complex is
in good condition relative to its age.

The analysis and results of our investigation are submitted in the accompanying
report which has been prepared in conformance with and is subject to the Code
of Professional Ethics and Standards of Professional Appraisal Practice as
promulgated by the Appraisal Foundation. In addition, this report complies with
the Appraisal Standards as set forth in the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989 (FIRREA).

The estimated marketing/exposure period to sell the subject property assuming 
it is placed on the market at the value estimated concluded herein is eight to
twelve months. Typically it takes four to six months to initiate marketing and
cultivate interest. Thereafter, several months are common to work out
financing, carry out due diligence and close on the transaction.

<PAGE>

March 22, 1998
Mr. Nick Huscak
Page 2


In view of the pertinent facts mentioned herein and based upon the analysis of
data which has been considered in connection with this report, it is the
opinion of the undersigned that the market value of the Fee Simple Interest of
the subject property, as of March 16, 1998 is:

                              SIX MILLION DOLLARS
                                  ($6,000,000)


                                       Respectfully submitted,

                                       KOEPPEL TENER REAL ESTATE
                                         SERVICES, INC.

                                       By
                                         ------------------------------------
                                       Joseph Cicero, MAI
                                       Senior Vice President

                                       By
                                         ------------------------------------
                                       Padraig A. O'Shea
                                       Appraiser

                                       Reviewed By
                                                  ---------------------------
                                       Steve Goldberg, MAI
                                       Senior Vice President



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