Securities and Exchange Commission Washington, D.C. 20547 ------------------------------ SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __) Angeles Partners XI - -------------------------------------------------------------------------------- (Name of Subject Company) Angeles Partners XI - -------------------------------------------------------------------------------- (Name of Person(s) 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 Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Copies to: Gregory M. Chait Robert Barker 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. The information in the Offer to Purchase of AIMCO Properties, L.P., dated May 7, 2002 (the "Offer"), and Letter to Limited Partners, dated May 7, 2002, 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 (the "Registrant"), a California limited partnership of which the general partners are (i) Angeles Realty Corporation II and (ii) AIMCO Angeles GP, LLC (each of which is a subsidiary of AIMCO Properties, L.P.), and (iii) ARC II/AREMCO Partners Ltd. The Registrant'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. The title of the class of equity securities to which this statement relates are the units of limited partnership interest of the Registrant. Item 9. Exhibits. (a) Offer to Purchase of AIMCO Properties, L.P. for Units of Limited Partnership Interest of Angeles Partners XI (Exhibit 1 to Schedule TO of AIMCO Properties, L.P., dated May 7, 2002, is incorporated herein by reference). (b) Letter to Limited Partners of Angeles Partners XI, dated May 7, 2002 (Exhibit 4 to Schedule TO of AIMCO Properties, L.P., dated May 7, 2002, is incorporated herein by 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. Dated: May 7, 2002 Angeles Partners XI By: ANGELES REALTY CORPORATION II (General Partner) By: /s/ Patrick J. Foye ----------------------------------------- Executive Vice President EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (a) Offer to Purchase of AIMCO Properties, L.P. for Units of Limited Partnership Interest of Angeles Partners XI (Exhibit 1 to Schedule TO of AIMCO Properties, L.P., dated May 7, 2002, is incorporated herein by reference). (b) Letter to Limited Partners of Angeles Partners XI, dated May 7, 2002 (Exhibit 4 to Schedule TO of AIMCO Properties, L.P., dated May 7, 2002, is incorporated herein by reference).