SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO (AMENDMENT NO. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Angeles Partners X
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(Name of Subject Company (Issuer)
AIMCO Properties, L.P. -- Offeror
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Limited Partnership Units
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(Title of Class Securities)
None
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(CUSIP Number of Class Securities)
Patrick J. Foye
Apartment Investment and Management Company
4582 Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8101
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Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
and
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
Calculation of Filing Fee
Transaction valuation* Amount of filing fee**
- ---------------------- ----------------------
$ 525,047.04 $ 42.48
* For purposes of calculating the fee only. This amount assumes the purchase
of 7,616 units of limited partnership interest of the subject partnership
for $68.94 per unit. The amount of the filing fee, calculated in accordance
with Section 14(g)(1)(B)(3) and Rule 0-11(d) under the Securities Exchange
Act of 1934, as amended, equals $80.90 per million of the aggregate amount
of cash offered by the bidder.
** 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 to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[X] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer Statement
and Rule 13e-3 Transaction Statement on Schedule TO ("Schedule TO"), originally
filed on November 10, 2003, relating to the offer by AIMCO Properties, L.P., a
Delaware limited partnership, to purchase units of limited partnership interest
of Angeles Partners X, a California limited partnership, at a price of $68.94
per unit in cash, subject to the conditions set forth in the Offer to Purchase
dated November 10, 2003, and in the related Letter of Transmittal (which,
together with any supplements or amendments, collectively constitute the
"Offer"). Copies of the Offer to Purchase and the Letter of Transmittal were
filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule TO.
ITEM 12. EXHIBITS.
(a)(5) Supplement to Offer to Purchase dated November 10, 2003.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
Date: November 10, 2003
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
By: /s/ Patrick J. Foye
--------------------------
Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<Table>
<Caption>
Exhibit No. Description
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(a)(5) Supplement to Offer to Purchase dated November 10, 2003.
</Table>
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