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
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 25)
Angeles Partners XI
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer))
Apartment Investment and Management Company
AIMCO-GP, Inc.
Angeles Realty Corporation II
AIMCO Properties, L.P.
- --------------------------------------------------------------------------------
(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
1
Calculation of Filing Fee
<Table>
<Caption>
Transaction valuation* Amount of filing fee
- ---------------------- --------------------
$4,915,767.60 $ 622.83
</Table>
* 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
[X] 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: [X]
2
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO PROPERTIES, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
28,136 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
28,136 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,136 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 71.0%
14. TYPE OF REPORTING PERSON
PN
3
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO-GP, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
28,136 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
28,136 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,136 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 71.0%
14. TYPE OF REPORTING PERSON
CO
4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
84-1259577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
28,136 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
28,136 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,136 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 71.0%
14. TYPE OF REPORTING PERSON
CO
5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO IPLP, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
8,862 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
8,862 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,862 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.4%
14. TYPE OF REPORTING PERSON
PN
6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO/IPT, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
8,862 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
8,862 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,862 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.4%
14. TYPE OF REPORTING PERSON
CO
7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: COOPER RIVER PROPERTIES, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
8,782 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
8,782 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,782 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.2%
14. TYPE OF REPORTING PERSON
OO
8
AMENDMENT NO. 3 TO SCHEDULE TO/AMENDMENT NO. 25 TO SCHEDULE 13D
This Statement constitutes (a) Amendment No. 3 to 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"), filed by AIMCO
Properties, L.P., AIMCO-GP, Inc., Apartment Investment and Management Company
and Angeles Realty Corporation II relating to the offer by AIMCO Properties,
L.P. 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"); and (b) Amendment No. 25 to the Schedule 13D filed by
AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and Management
Company, AIMCO IPLP, L.P., AIMCO/IPT, Inc. and Cooper River Properties, L.L.C.
(the "Schedule 13D"). 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 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
At midnight, New York City time, on December 28, 2004, the Offer expired
pursuant to its terms. A total of 2,181 Units, representing approximately 5.50%
of the outstanding Units, were validly tendered and not withdrawn pursuant to
the Offer. AIMCO Properties, L.P. has accepted for payment all of those Units.
9
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: January 10, 2005
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
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
APARTMENT INVESTMENT AND MANAGEMENT
COMPANY
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
AIMCO IPLP, L.P.
By: AIMCO/IPT INC.
Its General Partner
By: /s/ Martha L. Long
-----------------------
Martha L. Long
Senior Vice President
AIMCO/IPT INC.
By: /s/ Martha L. Long
-----------------------
Martha L. Long
Senior Vice President
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Martha L. Long
-----------------------
Martha L. Long
Senior Vice President
10