SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 4)
(Final Amendment)
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
- --------------------------------------------------------------------------------
(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., Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF FILING FEE
<Table>
<Caption>
Transaction Valuation* Amount of Filing Fee**
- ------------------------------------- ----------------------------------------
$3,837,174 $354
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</Table>
* 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.
<Table>
Amount Previously Paid: Filing Party:
---------- ----------
Form or Registration No.: Date Filed:
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</Table>
[ ] 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:
<Table>
[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.
</Table>
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
TENDER OFFER STATEMENT
This is the Final Amendment to 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. 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.
At midnight, New York City time, on June 25, 2002, the offer expired
pursuant to its terms. A total of 2,358 units, representing approximately 2.34%
of the outstanding units, were validly tendered and not withdrawn pursuant to
the offer. AIMCO Properties, L.P. has accepted for payment all of the units at a
price of $94.00 per unit.
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: July 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
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Executive Vice President
of each of the foregoing entities