SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO/A (AMENDMENT NO. 2) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Angeles Partners XI - -------------------------------------------------------------------------------- (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 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 ---------------------- -------------------- $ 4,915,767.60 $ 622.83 * For purposes of calculating the fee only. This amount assumes the purchase of 13,672 units of limited partnership interest of the subject partnership for $359.55 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. [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. <Table> Amount Previously Paid: $622.83 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO/13E-3 Date Filed: November 4, 2004 </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: [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: [ ] 2 AMENDMENT NO. 2 TO SCHEDULE TO This Amendment No. 2 amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO initially filed on November 4, 2004, as amended by Amendment No. 1 thereto (the "Schedule TO"). This Amendment No. 2 relates to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest ("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 (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. On December 10, 2004, AIMCO Properties, L.P. mailed a letter to the holders of Units of the Partnership and issued a press release announcing the extension of the expiration date of the Offer from midnight, New York City time, on December 15, 2004, to midnight, New York City time on December 28, 2004. Copies of the press release and letter have been filed as Exhibits (a)(5) and (a)(6), respectively, to this Amendment No. 2. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is amended and supplemented as follows: (a)(5) Press Release, dated December 10, 2004. (a)(6) Letter, dated December 10, 2004, from AIMCO Properties, L.P. to the limited partners of Angeles Partners XI. (a)(7) Letter of Transmittal and related Instructions (Exhibit (a)(2) to Angeles Partners XI's Schedule TO, filed with the Securities and Exchange Commission on November 4, 2004, is incorporated herein by reference). 3 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 10, 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 4 EXHIBIT INDEX <Table> <Caption> EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------------- (a)(5) Press Release, dated December 10, 2004. (a)(6) Letter, dated December 10, 2004, from AIMCO Properties, L.P. to the limited partners of Angeles Partners XI. (a)(7) Letter of Transmittal and related Instructions (Exhibit (a)(2) to Angeles Partners XI's Schedule TO, filed with the Securities and Exchange Commission on November 4, 2004, is incorporated herein by reference). </Table> 5