SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20547
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
ANGELES PARTNERS XI
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(Name of Subject Company)
ANGELES PARTNERS XI
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(Names of Persons Filing Statement)
LIMITED PARTNERSHIP UNITS
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(Title of Class of Securities)
NONE
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(CUSIP Number of Class of Securities)
MARTHA L. LONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
55 BEATTIE PLACE
P.O. BOX 1089
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-1000
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of the persons filing statement)
Copies 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
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
SCHEDULE 14D-9
This Schedule 14D-9 relates to the offer by AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), to purchase units of limited
partnership interest (the "Units") of Angeles Partners XI, a California limited
partnership (the "Partnership"), at a price of $359.55 per unit in cash, subject
to the conditions set forth in the Litigation Settlement Offer dated November 4,
2004, and in the related Letter of Transmittal, as each may be amended and
supplemented from time to time (collectively, the "Offer"). Copies of the
Litigation Settlement Offer and the Letter of Transmittal are filed with this
Schedule TO as Exhibits (a)(1) and (a)(2), respectively.
ITEM 1. SUBJECT COMPANY INFORMATION.
(a) The information set forth under "THE LITIGATION SETTLEMENT
OFFER -- Certain Information Concerning Your Partnership" in the Litigation
Settlement Offer is incorporated herein by reference. The Partnership's
principal executive offices are located at 55 Beattie Place, P.O. Box 1089,
Greenville, South Carolina 29602, and its phone number is (864) 239-1000.
(b) This Schedule 14D-9 relates to the units of limited partnership
interest of Angeles Partners XI, of which 39,627 units were issued and
outstanding as of September 30, 2004.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Schedule 14D-9 is being filed by Angeles Partners XI, a California
limited partnership (the "Partnership"), of which the managing general partner
is Angeles Realty Corporation II. The Partnership's principal executive offices
are located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina
29602, and its phone number is (864) 239-1000.
(d) The information set forth under "SUMMARY TERM SHEET" and "THE
LITIGATION SETTLEMENT OFFER -- Information Concerning Us and Certain of Our
Affiliates" in the Litigation Settlement Offer is incorporated herein by
reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(d) The information set forth under "THE LITIGATION SETTLEMENT
OFFER -- Conflicts of Interest and Transactions with Affiliates" in the
Litigation Settlement Offer is incorporated herein by reference.
ITEM 4. SOLICITATION OR RECOMMENDATION.
(a) and (b) The information set forth under "THE LITIGATION SETTLEMENT
OFFER -- Position of Your General With Respect to the Offer" in the Litigation
Settlement Offer is incorporated herein by reference.
(c) Not applicable.
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ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not Applicable.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(b) Not applicable.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(d) Not Applicable.
ITEM 8. ADDITIONAL INFORMATION.
(b) The information set forth in the Litigation Settlement Offer and the
related Letter of Transmittal is incorporated herein by reference.
ITEM 9. EXHIBITS.
<Table>
(a)(1) Litigation Settlement Offer dated November 4, 2004
(incorporated by reference herein to the applicable exhibit
filed with the Schedule TO filed November 4, 2004, relating
to the Offer).
(a)(2) Letter of Transmittal and related Instructions (incorporated
by reference herein to the applicable exhibit filed with the
Schedule TO filed November 4, 2004, relating to the Offer).
(a)(3) Letter from AIMCO OP to the Limited Partners of Angeles
Partners XI (incorporated by reference herein to the
applicable exhibit filed with the Schedule TO filed November
4, 2004, relating to the Offer).
(e) Not applicable.
(g) None.
</Table>
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SIGNATURE
After reasonable 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.
ANGELES PARTNERS XI
By: Angeles Realty Corporation II
Managing General Partner
By: /s/ MARTHA L. LONG
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Martha L. Long
Senior Vice President
Dated: November 4, 2004
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