1 Securities and Exchange Commission Washington, D.C. 20547 SCHEDULE 14D-9 (AMENDMENT NO. __) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Angeles Partners XI - -------------------------------------------------------------------------------- (Name of Subject Company) Angeles Partners XI - -------------------------------------------------------------------------------- (Names of Persons Filing Statement) Limited Partnership Units - -------------------------------------------------------------------------------- (Title of Class of Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Patrick J. Foye Apartment Investment and Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (303) 757-8101 - -------------------------------------------------------------------------------- (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement) Copies to: Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, 34th Floor Los Angeles, California 90071 (213) 687-5000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. 2 The information in this (the "Offer") Offer to Purchase of AIMCO Properties, L.P., dated July 24, 2000, Exhibit (a) hereto, is incorporated herein by reference in answer to all of the Items of this Schedule 14D-9 except as otherwise set forth below: Item 2. Identity and Background of Filing Person. This Schedule 14D-9 is being filed by Angeles Partners XI, a California limited partnership (the "Partnership"). The Partnership's business address is Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222, and its telephone number is (303) 757-8101. Units of limited partnership of the Partnership are the subject of the tender offer. Item 5. Person/Assets, Retained, Employed, Compensated or Used. Not Applicable Item 7. Purposes of the Transaction and Plans or Proposals. Not Applicable Item 9. Exhibits. (a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1) to Schedule TO of AIMCO Properties, L.P. dated July 24, 2000, is incorporated herein by reference.) (e) The information in the Offer to Purchase (Exhibit (a) hereto) under the headings "The Offer-Section 11. Conflicts of Interest and Transactions with Affiliates," "The Offer-Section 13. Certain Information Concerning Your Partnership-Property Management," "The Offer-Section 13. Certain Information Concerning Your Partnership-Distributions," and "The Offer-Section 13. Certain Information Concerning Your Partnership-Compensation Paid to the General Partner and its Affiliates" is hereby incorporated herein by reference. (g) Not applicable 2 3 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: July 24, 2000 ANGELES PARTNERS XI, a California limited partnership By: Angeles Realty Corporation II, a California corporation Its General Partner By: /s/ Patrick J. Foye ------------------------------ Patrick J. Foye Executive Vice President 3 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- (a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1) to Schedule TO of AIMCO Properties, L.P. dated July 24, 2000, is incorporated herein by reference.) (e) The information in the Offer to Purchase (Exhibit (a) hereto) under the headings "The Offer-Section 11. Conflicts of Interest and Transactions with Affiliates," "The Offer-Section 13. Certain Information Concerning Your Partnership-Property Management," "The Offer-Section 13. Certain Information Concerning Your Partnership-Distributions," and "The Offer-Section 13. Certain Information Concerning Your Partnership-Compensation Paid to the General Partner and its Affiliates" is hereby incorporated herein by reference. (g) Not applicable 4