SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
Angeles Income Properties, Ltd. II
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer)
AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
Angeles Realty Corporation II
- --------------------------------------------------------------------------------
(Names of Filing Persons -- Offerors)
Limited Partnership Units
- --------------------------------------------------------------------------------
(Title of Class Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class Securities)
Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602
(864) 239-1000
- --------------------------------------------------------------------------------
(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
---------------------- --------------------
$ 4,172,072.19 $ 528.60
* For purposes of calculating the fee only. This amount assumes the
purchase of 35,151 units of limited partnership interest of the subject
partnership for $118.69 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 $126.70
per million of the aggregate amount of cash offered by the bidder.
[ ] 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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SCHEDULE TO
This Tender Offer Statement and Rule 13e-3 Transaction Statement on
Schedule TO (the "Schedule TO") relates 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 $118.69 per unit in cash, subject
to the conditions set forth in the Litigation Settlement Offer dated November
5, 2004 and in the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the "Offer"). Copies of the
Litigation Settlement Offer and the Letter of Transmittal are 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.
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 1. SUMMARY TERM SHEET.
The information set forth under "SUMMARY TERM SHEET" in the Litigation
Settlement Offer is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth under "The Litigation Settlement Offer -
Section 15. 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 TO relates to the units of limited partnership
interest of Angeles Income Properties, Ltd. II, of which 99,804 units were
issued and outstanding as of September 30, 2004.
(c) Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) This Schedule TO is being filed by Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware
corporation ("AIMCO-GP"), and Angeles Realty Corporation II, a Delaware
corporation ("Angeles Realty"). AIMCO-GP is the general partner of AIMCO OP and
a wholly owned subsidiary of AIMCO. Angeles Realty is the managing general
partner of the Partnership and a wholly owned subsidiary of AIMCO. The principal
business of AIMCO, AIMCO-GP, and AIMCO OP is the ownership, acquisition,
development, expansion and management of multi-family apartment properties. The
business address of AIMCO, AIMCO-GP and AIMCO OP is 4582 Ulster Street Parkway,
Suite 1100, Denver, Colorado 80237, and their telephone number is (303)
757-8101. The principal address of Angeles Realty is 55 Beattie Place, P.O. Box
1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.
The information set forth under "The Litigation Settlement Offer -
Section 10. Information Concerning Us and Certain of Our Affiliates" and Annex I
of the Litigation Settlement Offer is incorporated herein by reference.
During the last five years, none of AIMCO, AIMCO-GP, AIMCO OP or
Angeles Realty nor, to the best of their knowledge, any of the persons listed in
Annex I to the Litigation Settlement Offer (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of or prohibiting activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Litigation Settlement Offer and in
the related Letter of Transmittal is incorporated herein by reference.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) and (b) The information set forth under "The Litigation Settlement
Offer - Section 8. Valuation of Units - Prior Tender Offers," " - Section 9. The
Lawsuit and the Settlement," " - Section 11. Background and Reasons for the
Offer" and " - Section 13. Conflicts of Interest and Transactions with
Affiliates" in the Litigation Settlement Offer is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1)-(7) The information set forth under "The Litigation
Settlement Offer - Section 7. Effects of the Offer," " - Section 9. The Lawsuit
and the Settlement," " - Section 11. Background and Reasons for the Offer" and "
- - Section 14. Future Plans of the Purchaser" in the Litigation Settlement Offer
is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth under "The Litigation
Settlement Offer - Section 9. The Lawsuit and the Settlement - The Settlement of
the Nuanes and Heller Complaints," " - Section 17. Source of Funds" and " -
Section 21. Fees and Expenses" in the Litigation Settlement Offer is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth under "The Litigation Settlement Offer -
Section 15. Certain Information Concerning Your Partnership - Beneficial
Ownership of Interests in Your Partnership" in the Litigation Settlement Offer
is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth under "The Litigation Settlement Offer -
Section 20. Certain Legal Matters" in the Litigation Settlement Offer is
incorporated herein by reference.
(b) The information set forth in the Litigation Settlement Offer and in
the related Letter of Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Litigation Settlement Offer dated November 5, 2004.
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter from AIMCO OP to the Limited Partners of Angeles Income
Properties, Ltd. II.
(b) Fourth Amended and Restated Credit Agreement among AIMCO,
AIMCO OP, AIMCO/Bethesda Holdings, Inc., and NHP Management
Company, Bank of America, N.A., Fleet National Bank, First
Union National Bank, and the other financial institutions
party thereto, dated as of March 11, 2002 (Exhibit 10.29 to
AIMCO's Annual Report on Form 10-K for the year ended December
31, 2001, is incorporated herein by reference).
(c)(1) Appraisal of Deer Creek. (Exhibit (c)(1) to AIMCO OP's
Amendment No. 2 to Schedule TO, filed with the Securities and
Exchange Commission on December 9, 2003, is incorporated
herein by reference.)
(c)(2) Appraisal of Landmark. (Exhibit (c)(3) to AIMCO OP's Amendment
No. 2 to Schedule TO, filed with the Securities and Exchange
Commission on December 9, 2003, is incorporated herein by
reference.)
(d) Not applicable.
(g) None.
(h) None.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION.
(d) The information set forth under "The Litigation Settlement
Offer - Section 15. Certain Information Concerning Your Partnership -
Distributions" in the Litigation Settlement Offer is incorporated
herein by reference.
(e) Not applicable.
(f) The information set forth under "The Litigation Settlement
Offer - Section 8. Valuation of Units - Prior Tender Offers" in the
Litigation Settlement Offer is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(c) The information set forth under "The Litigation Settlement
Offer - Section 11. Background and Reasons for the Offer" and " -
Section 9. The Lawsuit and the Settlement" of the Litigation Settlement
Offer is incorporated herein by reference.
(d)-(e) The information set forth under "The Litigation
Settlement Offer - Section 18. Dissenters' Rights" in the Litigation
Settlement Offer is incorporated herein by reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(c) The information set forth under "The Litigation Settlement
Offer - Section 11. Background and Reasons for the Offer" and " -
Section 9. The Lawsuit and the Settlement" in the Litigation Settlement
Offer is incorporated herein by reference.
(e) Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) See Item 6 of the Schedule TO.
(c)(8) The information set forth under "The Litigation
Settlement Offer - Section 7. Effects of the Offer" of the Litigation
Settlement Offer is incorporated herein by reference
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth under "The Litigation Settlement
Offer - Section 9. The Lawsuit and the Settlement - The Settlement of
the Nuanes and Heller Complaints" and " - Section 11. Background and
Reasons for the Offer - Settlement of Class Action" in the Litigation
Settlement Offer is incorporated herein by reference.
(b) The information set forth under "The Litigation Settlement
Offer - Section 9. The Lawsuit and the Settlement - The Settlement of
the Nuanes and Heller Complaints," " - Section 11. Background and
Reasons for the Offer - Alternatives Considered by Your General
Partner" and " - Section 11. Background and Reasons for the Offer -
Alternative Transactions Considered by Us" in the Litigation Settlement
Offer is incorporated herein by reference.
(c) The information set forth under "The Litigation Settlement
Offer - Section 11. Background and Reasons for the Offer" of the
Litigation Settlement Offer is incorporated herein by reference.
(d) The information set forth under "The Litigation Settlement
Offer - Section 6. Material Federal Income Tax Matters" and " - Section
7. Effects of the Offer" of the Litigation Settlement Offer is
incorporated herein by reference.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) The information set forth under "The Litigation
Settlement Offer - Section 12. Position of the General Partner of Your
Partnership with Respect to the Offer" of the Litigation Settlement
Offer is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The information set forth under "The Litigation Settlement
Offer - Section 8. Valuation of Units - Estimated Liquidation Proceeds
Based on Independent Appraisal" and " - Section 12. Position of the
General Partner of Your Partnership with Respect to the Offer" of the
Litigation Settlement Offer is incorporated herein by reference.
(b) The information set forth under "The Litigation Settlement
Offer - Section 8. Valuation of Units - Estimated Liquidation Proceeds
Based on Independent Appraisal" of the Litigation Settlement Offer is
incorporated herein by reference.
(c) The information set forth under "The Litigation Settlement
Offer - Section 8. Valuation of Units - Estimated Liquidation Proceeds
Based on Independent Appraisal - Availability of Appraisal Reports" of
the Litigation Settlement Offer is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(c) See Item 7 of the Schedule TO.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d)-(e) The information set forth under "The Litigation
Settlement Offer - Section 12. Position of the General Partner of Your
Partnership with Respect to the Offer" of the Litigation Settlement
Offer is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
The information set forth under "The Litigation Settlement
Offer - Section 15. Certain Information Concerning Your Partnership" of
the Litigation Settlement Offer and Item 7 of Part II of the
Partnership's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003 and Item 1 of Part I of the Partnership's Quarterly
Report on Form 10-QSB for the quarter ended June 30, 2004 are
incorporated herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(b) Not applicable.
ITEM 15. ADDITIONAL INFORMATION.
(b) The information set forth under the Litigation Settlement
Offer and the related Letter of Transmittal is incorporated herein by
reference.
ITEM 16. EXHIBITS.
(f) Not applicable.
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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 5, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
By: /s/ Martha L. Long
_____________________________
Martha L. Long
Senior Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Martha L. Long
_____________________________
Martha L. Long
Senior Vice President
AIMCO-GP, INC.
By: /s/ Martha L. Long
_____________________________
Martha L. Long
Senior Vice President
Angeles Realty Corporation II
By: /s/Martha L. Long
_____________________________
Martha L. Long
Senior Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Litigation Settlement Offer dated November 5, 2004.
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter from AIMCO OP to the Limited Partners of Angeles Income
Properties, Ltd. II.
(b) Fourth Amended and Restated Credit Agreement among AIMCO, AIMCO
OP, AIMCO/Bethesda Holdings, Inc., and NHP Management Company,
Bank of America, N.A., Fleet National Bank, First Union National
Bank, and the other financial institutions party thereto, dated
as of March 11, 2002 (Exhibit 10.29 to AIMCO's Annual Report on
Form 10-K for the year ended December 31, 2001, is incorporated
herein by reference).
(c)(1) Appraisal of Deer Creek. (Exhibit (c)(1) to AIMCO OP's Amendment
No. 2 to Schedule TO, filed with the Securities and Exchange
Commission on December 9, 2003, is incorporated herein by
reference.)
(c)(2) Appraisal of Landmark. (Exhibit (c)(3) to AIMCO OP's Amendment
No. 2 to Schedule TO, filed with the Securities and Exchange
Commission on December 9, 2003, is incorporated herein by
reference.)
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