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. 1)
Angeles Income Properties, Ltd. III
- --------------------------------------------------------------------------------
(Name of Subject Company)
Angeles Income Properties, Ltd. III
- --------------------------------------------------------------------------------
(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"), as supplemented by the Supplement to the Offer
to Purchase, dated May [29], 2002, 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 Amendment No. 1 to Schedule 14D-9 is being filed by Angeles Income
Properties, Ltd. III (the "Registrant"), a California limited partnership of
which the managing general partner is Angeles Realty Corporation II, a
subsidiary of AIMCO Properties, L.P. 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 Income Properties, Ltd. III
(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 Income Properties, Ltd.
III, dated May 7, 2002 (Exhibit 4 to Schedule TO of AIMCO
Properties, L.P., dated May 7, 2002, is incorporated herein by
reference).
(c) Supplement to the Offer to Purchase of AIMCO Properties, L.P. for
Units of Limited Partnership Interest of Angeles Income
Properties, Ltd. III (Exhibit 9 to Schedule TO/A of AIMCO
Properties, L.P., dated June 3, 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: June 3, 2002
ANGELES INCOME PROPERTIES, LTD. III
By: Angeles Realty Corporation II
(General Partner)
By: /s/ Patrick J. Foye
--------------------------------
Executive Vice President
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) Offer to Purchase of AIMCO Properties, L.P. for Units of Limited
Partnership Interest of Angeles Income Properties, Ltd. III
(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 Income Properties, Ltd.
III, dated May 7, 2002 (Exhibit 4 to Schedule TO of AIMCO
Properties, L.P., dated May 7, 2002, is incorporated herein by
reference).
(c) Supplement to the Offer to Purchase of AIMCO Properties, L.P. for
Units of Limited Partnership Interest of Angeles Income
Properties, Ltd. III (Exhibit 9 to Schedule TO/A of AIMCO
Properties, L.P., dated June 3, 2002, is incorporated herein by
reference).
</Table>