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 PARTNERS XI (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** - ----------------------------- -------------------------------------- $3,531,409 $325 * 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 Partners XI, a California limited partnership, at a price of $229.00 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 Partners XI. 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 Partners XI, 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 Partners XI. (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 Partners XI. (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 Partners XI, 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 Partners XI. (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 Partners XI. (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).