1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ANGELES PARTNERS XI (Name of Subject Company) ANGELES PARTNERS XI (Name of Persons Filing Statement) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) PATRICK J. FOYE APARTMENT INVESTMENT AND MANAGEMENT COMPANY 1873 SOUTH BELLAIRE STREET, 17TH FLOOR DENVER, COLORADO 80222 (303) 757-8101 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) COPY TO: Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, 34th Floor Los Angeles, California 90071 (213) 687-5000 2 ITEM 1. SECURITY AND SUBJECT COMPANY. This Statement relates to units of limited partnership interest of Angeles Partners XI, a California limited partnership (the "Partnership"), with its business address located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222. ITEM 2. TENDER OFFER OF THE BIDDER This Statement relates to a tender offer for units of the Partnership by AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO OP"), with its business address located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222. ITEM 3. IDENTITY AND BACKGROUND (a) The name and business address of the Partnership, which is the person filing this Statement, are set forth in Item 1 above. (b) The tender offer is being made pursuant to an Offer to Purchase, dated August 19, 1999 (the "Offer to Purchase"), a copy of which is included as Exhibit (a)(2) hereto. The information set forth in the Offer to Purchase under "The Offer -- Section 9. Background and Reasons for the Offer" and "The Offer -- Section 11. Conflicts of Interest and Transaction with Affiliates" in the Offer to Purchase is incorporated herein by reference. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a), (b) The information set forth in the Offer to Purchase under "The Offer -- Section 10. Position of the General Partner of Your Partnership With Respect to the Offer" is incorporated herein by reference. ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Not applicable. 2 3 ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES. (a) The information set forth in the Offer to Purchase under "The Offer -- Section 13. Certain Information Concerning Your Partnership -- Beneficial Ownership of Interests in Your Partnership" is incorporated herein by reference. (b) Not Applicable. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. (a) - (b) Not Applicable. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The Offer to Purchase is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS (a)(1) Letter to Limited Partners, dated August 19, 1999. (a)(2) Offer to Purchase, dated August 19, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated August 19, 1999, is incorporated herein by reference). (a)(3) Letter of Transmittal, dated August 19, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of AIMCO Properties, L.P., dated August 19, 1999, is incorporated herein by reference). (b) Not Applicable. (c) Not Applicable. 3 4 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. Dated: August 19, 1999 ANGELES PARTNERS XI a California limited partnership By: ANGELES REALTY CORPORATION II its General Partner By: /s/ Patrick J. Foye ------------------------------------- Executive Vice President 4 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1) Letter to Limited Partners, dated August 19, 1999. (a)(2) Offer to Purchase, dated August 19, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated August 19, 1999, is incorporated herein by reference). (a)(3) Letter of Transmittal, dated August 19, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of AIMCO Properties, L.P., dated August 19, 1999, is incorporated herein by reference). (b) Not Applicable. (c) Not Applicable. 5