SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------------------
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
ANGELES INCOME PROPERTIES, LTD. III
(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
- --------------------------------------------------------------------------------
(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**
- ----------------------------- --------------------------------------
$1,431,177 $132
* For purposes of calculating the fee only.
** Previously paid.
[ ] 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: ___________
Form or Registration No.: __________ Date Filed: ___________
[ ] 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 [ ] going-private transaction
to Rule 14d-1. subject to Rule 13e-3.
[ ] issuer tender offer subject to [ ] amendment to Schedule 13D
Rule 13e-4. 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 amendment amends the Tender Offer Statement on Schedule TO filed by
AIMCO Properties, L.P., a Delaware limited partnership, in connection with its
tender offer to purchase outstanding units of limited partnership interest of
Angeles Income Properties, Ltd. III, a California limited partnership, at a
price of $33.00 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 were filed with the
original Statement on Schedule TO as Exhibits 1, 2 and 3, respectively.
The information in Exhibits 1-3 and 5-11 is incorporated in this Schedule
TO by reference in answer to items 1 through 11 of Schedule TO.
On June 3, 2002, AIMCO Properties, LP. mailed a supplement to the Offer to
Purchase, including a Supplemental Letter of Transmittal, and a Supplemental
Acknowledgement and Agreement to the holders of units of Angeles Income
Properties, Ltd. III. Copies of the Supplement to the Offer to Purchase, the
Supplemental Acknowledgement and Agreement and the Supplemental Letter of
Transmittal are filed as Exhibits 9, 10 and 11, respectively.
- --------------------------------------------------------------------------------
Item 12. Exhibits.
1 Offer to Purchase limited partnership units of Angeles Income Properties,
Ltd. III, dated May 7, 2002. (Previously filed.)
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)).
(Previously filed.)
3 Acknowledgement and Agreement, dated May 7, 2002. (Previously filed.)
4 Letter, dated May 7, 2002, from AIMCO Properties, L.P., to the limited
partners of Angeles Income Properties, Ltd. III. (Previously filed.)
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.
7 Quarterly Report of AIMCO Properties, L.P. for the quarter ended March 31,
2002, filed on Form 10-Q on May 14, 2002, is incorporated herein by this
reference.
8 Letter, dated May 24, 2002, from AIMCO Properties, L.P., to the limited
partners of Angeles Income Properties, Ltd. III. (Previously filed.)
9 Supplement to the Offer to Purchase, dated June 3, 2002.
10 Supplemental Acknowledgement and Agreement, dated June 3, 2002.
11 Letter of Transmittal and related instructions, dated June 3, 2002
(included as Annex I to the Supplement to the Offer to Purchase attached as
Exhibit 9).
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: June 3, 2002
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
AIMCO-GP, INC.
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
of each of the foregoing entities
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 Offer to Purchase limited partnership units of Angeles Income
Properties, Ltd. III, dated May 7, 2002. (Previously filed.)
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)). (Previously filed.)
3 Acknowledgement and Agreement, dated May 7, 2002. (Previously
filed.)
4 Letter, dated May 7, 2002, from AIMCO Properties, L.P., to the
limited partners of Angeles Income Properties, Ltd. III.
(Previously filed.)
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.
7 Quarterly Report of AIMCO Properties, L.P. for the quarter ended
March 31, 2002, filed on Form 10-Q on May 14, 2002, is
incorporated herein by this reference.
8 Letter, dated May 24, 2002, from AIMCO Properties, L.P., to the
limited partners of Angeles Income Properties, Ltd. III.
(Previously filed.)
9 Supplement to the Offer to Purchase, dated June 3, 2002.
10 Supplemental Acknowledgement and Agreement, dated June 3, 2002.
11 Letter of Transmittal and related instructions, dated June 3,
2002 (included as Annex I to the Supplement to the Offer to
Purchase attached as Exhibit 9).