1 Securities and Exchange Commission Washington, D.C. 20547 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __) Angeles Income Properties, Ltd. II - -------------------------------------------------------------------------------- (Name of Subject Company) Angeles Income Properties, Ltd. II - -------------------------------------------------------------------------------- (Name of Persons Filing Statement) Limited Partnership Units - -------------------------------------------------------------------------------- (Title of Class of Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Patrick J. Foye Executive Vice President 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: Gregory M. Chait Katherine M. Koops Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street, N.E. Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. 2 The information in the Offer to Purchase of AIMCO Properties, L.P. dated February 9, 2001 (the "Offer") and Letter to Limited Partners dated February 9, 2001 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 Income Properties, Ltd. II, 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. Limited partnership units of the Partnership are the subject of the tender offer. Item 9. Exhibits. (a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit 1 to Schedule TO of AIMCO Properties, L.P. dated February 9, 2001, is incorporated herein by reference.) (b) Letter to Limited Partners dated February 9, 2001 (Exhibit 4 to Schedule TO of AIMCO Properties, L.P. dated February 9, 2001, is incorporated herein by reference.) 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: February 9, 2001 ANGELES INCOME PROPERTIES, LTD. II, a California limited partnership By: ANGELES REALTY CORPORATION II Its Managing General Partner By: /s/ Patrick J. Foye ------------------------------- Patrick J. Foye Executive Vice President 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit 1 to Schedule TO of AIMCO Properties, L.P. dated February 9, 2001, is incorporated herein by reference.) (b) Letter to Limited Partners dated February 9, 2001 (Exhibit 4 to Schedule TO of AIMCO Properties, L.P. dated February 9, 2001, is incorporated herein by reference.)