SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ANGELES INCOME PROPERTIES, LTD. II
(Name of Subject Company (Issuer))
AIMCO PROPERTIES, L.P. -- OFFEROR
(Names of Filing Persons(Identifying Status as Offeror, Issuer or Other Person))
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) 757-8081
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(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy To:
Gregory M. Chait
Robert Barker
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
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$3,837,174 $354
* For purposes of calculating the fee only. This amount assumes the purchase
of 40,821 units of limited partnership interest of Angeles Income Properties,
Ltd. II for $94.00 per unit. Pursuant to Rule 0-11 under the Exchange Act of
1934, the filing fee equals $92 per $1,000,000 (prorated for amounts less than
$1,000,000). The filing fee is calculated by multiplying the aggregate offering
amount by .000092.
[ ] Check the 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.
Amount Previously Paid: Filing Party:
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Form or Registration No.: Date Filed:
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] going-private transaction subject to Rule 13e-3.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
TENDER OFFER STATEMENT
This Tender Offer Statement on Schedule TO relates to the tender offer
by AIMCO Properties, L.P., a Delaware limited partnership, to purchase
outstanding units of limited partnership interest of Angeles Income Properties,
Ltd. II, a California limited partnership, at a price of $94.00 per unit in
cash, subject to the conditions set forth in the Offer to Purchase, dated May 7,
2002, and in the related Letter of Transmittal and Acknowledgment and Agreement,
which, as amended and supplemented from time to time, together constitute the
tender offer. Copies of the Offer to Purchase, Letter of Transmittal and
Acknowledgment and Agreement are filed with this Schedule TO as Exhibits 1, 2
and 3, respectively.
The information in Exhibits 1-3, 5 and 6 is incorporated in this
Schedule TO by reference in answer to items 1 through 11 of Schedule TO.
Neither AIMCO Properties, L.P. nor any of the people or entities listed
on Annex I to the Offer to Purchase has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was, during the last five years, a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
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Item 12. Exhibits.
1 Offer to Purchase limited partnership units of Angeles Income
Properties, Ltd. II, dated May 7, 2002.
2 Letter of Transmittal and related instructions, dated May 7, 2002
(included as Annex II to the Offer to Purchase attached as Exhibit
(1)(a)).
3 Acknowledgement and Agreement, dated May 7, 2002.
4 Letter, dated May 7, 2002, from AIMCO Properties, L.P., to the limited
partners of Angeles Income Properties, Ltd. II.
5 Third Amended and Restated Credit Agreement (Secured Revolving Credit
Facility), dated as of November 6, 2001, by and among AIMCO Properties,
L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of
America, N.A., Fleet National Bank, and First Union National Bank.
(Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001, filed on November 14, 2001,
is incorporated herein by this reference).
6 Annual Report of AIMCO Properties, L.P. for the year ended December 31,
2001 filed on Form 10-K405 on April 1, 2002, is incorporated herein by
this reference.
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.
Date: May 7, 2002
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
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Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
--------------------------------
Executive Vice President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 Offer to Purchase limited partnership units of Angeles Income
Properties, Ltd. II, dated May 7, 2002.
2 Letter of Transmittal and related instructions, dated May 7, 2002
(included as Annex II to the Offer to Purchase attached as
Exhibit (1)(a)).
3 Acknowledgement and Agreement, dated May 7, 2002.
4 Letter, dated May 7, 2002, from AIMCO Properties, L.P., to the
limited partners of Angeles Income Properties, Ltd. II.
5 Third Amended and Restated Credit Agreement (Secured Revolving
Credit Facility), dated as of November 6, 2001, by and among
AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP
Management Company, Bank of America, N.A., Fleet National Bank,
and First Union National Bank. (Exhibit 10.1 to AIMCO Properties,
L.P.'s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001, filed on November 14, 2001, is incorporated
herein by this reference).
6 Annual Report of AIMCO Properties, L.P. for the year ended
December 31, 2001 filed on Form 10-K405 on April 1, 2002, is
incorporated herein by this reference.