SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Angeles Income Properties, Ltd. II
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(Name of Subject Company (Issuer))
Apartment Investment and Management Company
AIMCO-GP, Inc.
Angeles Realty Corporation II
AIMCO Properties, L.P.
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(Names of Filing Persons - Offerors)
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
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(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
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Calculation of Filing Fee
<Table>
<Caption>
Transaction valuation* Amount of filing fee
- ---------------------- --------------------
$3,168,423.50 $ 256.33
</Table>
* For purposes of calculating the fee only. This amount assumes the
purchase of 38,050 units of limited partnership interest of the subject
partnership for $83.27 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.
[X] 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: $256.33 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: November 14, 2003
[ ] 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. 3 TO SCHEDULE TO
This Amendment No. 3 amends and supplements the Tender Offer Statement
and Rule 13e-3 Transaction Statement on Schedule TO, as amended by Amendment No.
1 and Amendment No. 2 thereto (the "Schedule TO"), relating to the offer by
AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of
limited partnership interest ("Units") of Angeles Income Properties, Ltd. II, a
California limited partnership (the "Partnership"), at a price of $83.27 per
unit in cash, subject to the conditions set forth in the Litigation Settlement
Offer dated November 14, 2003, and in the related Letter of Transmittal (which,
together with the Revised Litigation Settlement Offer and any additional
supplements or amendments, collectively constitute the "Offer"). Copies of the
Litigation Settlement Offer and the Letter of Transmittal are filed as Exhibits
(a)(1) and (a)(2), respectively, to the Schedule TO. The item numbers and
responses thereto below are in accordance with the requirements of Schedule TO.
Unless defined herein, capitalized terms used and not otherwise defined herein
have the respective meanings ascribed to such terms in the Litigation Settlement
Offer.
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 2(a) of the Schedule TO is amended and supplemented as follows:
The information set forth under "The Litigation Settlement Offer --
Section 15. Certain Information Concerning Your Partnership" in the Revised
Litigation Settlement Offer attached hereto, is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTIONS.
Item 4(a) of the Schedule TO is amended and supplemented as follows:
The information set forth under "The Litigation Settlement Offer --
Section 1. Terms of the Offer; Expiration Date" and "-- Section 19. Conditions
to the Offer" in the Revised Litigation Settlement Offer attached hereto, is
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5(a) and (b) of the Schedule TO is amended and supplemented as
follows:
The information set forth under "The Litigation Settlement Offer --
Section 11. Background and Reasons for the Offer" in the Revised Litigation
Settlement Offer attached hereto, is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 6(a), (c)(1)-(7) of the Schedule TO is amended and supplemented
as follows:
The information set forth under "The Litigation Settlement Offer --
Section 7. Effects of the Offer" and "-- Section 11. Background and Reasons for
the Offer" in the Revised Litigation Settlement Offer attached hereto, is
incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
Item 11(b) of the Schedule TO is amended and supplemented as follows:
The information set forth in the Revised Litigation Settlement Offer
and the related Letter of Transmittal attached hereto, is incorporated herein by
reference.
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ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended and supplemented as
follows:
(a)(6) Revised Litigation Settlement Offer dated December 18, 2003.
(a)(7) Letter of Transmittal and related Instructions.
(a)(8) Letter from AIMCO OP to the Limited Partners.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 13 of the Schedule TO is amended and supplemented as follows:
The information set forth under "The Litigation Settlement Offer --
Section 7. Effects of the Offer," "-- Section 11. Background and Reasons for
the Offer" and "-- Section 12. Position of the General Partner of Your
Partnership With Respect to the Offer" in the Revised Litigation Settlement
Offer attached hereto, is incorporated herein by reference.
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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: December 17, 2003
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
By: /s/ Patrick J. Foye
-------------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
-------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND MANAGEMENT
COMPANY
By: /s/ Patrick J. Foye
-------------------------------
Patrick J. Foye
Executive Vice President
ANGELES REALTY CORPORATION II
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)(6) Revised Litigation Settlement Offer dated December 18, 2003.
(a)(7) Letter of Transmittal and related Instructions.
(a)(8) Letter from AIMCO OP to the Limited Partners.
</Table>
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