-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HeN6yWYCj6y8VYgZNAyC/4n+QgAE3M5mKhsq50DccRpoMyZpeGSgvXhSgky1AnY2 /hM7gSt1nrf+x31ph8DFag== 0000950131-99-005439.txt : 19990924 0000950131-99-005439.hdr.sgml : 19990924 ACCESSION NUMBER: 0000950131-99-005439 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990923 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS XII CENTRAL INDEX KEY: 0000720392 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953903623 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-50745 FILM NUMBER: 99716005 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ERP OPERATING LTD PARTNERSHIP CENTRAL INDEX KEY: 0000931182 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363894853 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124741300 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 SC 14D1/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ---------------- ANGELES PARTNERS XII (Name of Subject Company) ERP OPERATING LIMITED PARTNERSHIP (Bidder) LIMITED PARTNERSHIP INTERESTS (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ---------------- Copy to: Bruce C. Strohm, Esq. Don S. Hershman, Esq. Equity Residential Properties Trust Holleb & Coff Two North Riverside Plaza 55 East Monroe Street Chicago, Illinois 60606 Chicago, Illinois 60606 (312) 474-1300 (312) 807-4600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $36,445,170 $7,289.03 - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- * For purposes of calculating the filing fee only. Assumes the purchase of 44,718 Units at a purchase price equal to $815 per Unit in cash. [X]Check 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: $3,287 Filing Party: ERP Operating Limited Partnership Form or Registration Number: Schedule 14D-1 Date Filed: September 2, 1999 and amended on September 10, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AMENDMENT NO. 2 TO SCHEDULE 14D-1 This statement (the "Statement") constitutes Amendment No. 2 to the initial Schedule 14D-1 of ERP Operating Limited Partnership ("ERP") relating to ERP's offer to purchase limited partnership interests (the "Units") of Angeles Partners XII (the "Partnership"). The item numbers and responses thereto are set forth below in accordance with the requirements of Schedule 14D-1. Items 1-10. Expect as follows, incorporated by reference from ERP's Offer to Purchase dated September 2, 1999 and amended on September 10, 1999, the Letter of Transmittal dated September 2, 1999, the Form of Letter to Unitholders dated September 2, 1999, and the Letter from ERP to the Unitholders of the Partnership dated September 10, 1999. Item 1. Security and Subject Company. (b) This Schedule relates to the offer by ERP OPERATING LIMITED PARTNERSHIP ("ERP") to purchase 44,718 Units, subject to certain pro rations, at a purchase price per Unit, net to the Seller, of $815 in cash (less the amount of any distributions declared or made with respect to the Units between August 20, 1999 and October 15, 1999 or such other date to which this Offer may be extended (the "Expiration Date"), upon the terms and subject to the conditions set forth in ERP's Offer to Purchase, dated September 2, 1999 (the "Offer Date") (as amended or supplemented from time to time, the "Offer to Purchase"), an amendment to the Offer to Purchase dated September 10, 1999, a supplement to the Offer to Purchase dated September 23, 1999 (the "Supplement"), and the related letter of transmittal and instructions thereto (as amended and supplemented from time to time, the "Letter of Transmittal"), copies of which are filed as exhibits as listed below. The Issuer has 44,718 Units issued and outstanding held by approximately, 2,600 holders of Units (the "Unitholders") as of December 31, 1998, according to its Annual Report on Form 10-K. Item 11. Material to be Filed as Exhibits.
(a)(1) Offer to Purchase, dated September 2, 1999 (previously filed). (a)(2) Letter of Transmittal. (a)(3) Form of Letter to Unitholders dated September 2, 1999 (previously filed). (a)(4) Letter, dated September 10, 1999, from ERP Operating Limited Partnership to the Unitholders of the Partnership (previously filed). (a)(5) Supplement to Offer to Purchase, dated September 23, 1999. (a)(6) Letter, dated September 23, 1999, from ERP Operating Limited Partnership to the Unitholders of the Partnership. (b)-(f) Not Applicable.
SIGNATURE After due 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: September 23, 1999 ERP Operating Limited Partnership By: Equity Residential Properties Trust, General Partner /s/ Bruce C. Strohm By: _________________________________ Executive Vice President, General Its: ________________________________ Counsel and Secretary _________________________________ EXHIBIT INDEX
Exhibit No. Description ----------- ----------- (a)(1) Offer to Purchase, dated September 2, 1999 (previously filed). (a)(2) Letter of Transmittal. (a)(3) Form of Letter to Unitholders, dated September 2, 1999 (previously filed). (a)(4) Letter, dated September 10, 1999, from ERP Operating Limited Partnership to the Unitholders of the Partnership (previously filed). (a)(5) Supplement to Offer to Purchase, dated September 23, 1999. (a)(6) Letter, dated September 23, 1999, from ERP Operating Limited Partnership to the Unitholders of the Partnership. (b)-(f) Not Applicable.
EX-99.2 2 LETTER OF TRANSMITAL LETTER OF TRANSMITTAL To Tender Units of ANGELES PARTNERS XII Pursuant to the Offer to Purchase Dated September 2, 1999 by ERP OPERATING LIMITED PARTNERSHIP WE ARE OFFERING TO PURCHASE UNITS IN YOUR PARTNERSHIP FOR $815 PER UNIT. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, CENTRAL STANDARD TIME, ON OCTOBER 15, 1999 (THE "Expiration Date") UNLESS EXTENDED. The Depositary for the Offer is: MMS ESCROW AND TRANSFER AGENCY, INC. By Hand or Overnight Courier: By Mail: MMS Escrow and Transfer Agency, Inc. MMS Escrow and Transfer Agency, Inc. 1845 Maxwell St., Suite 101 P.O. Box 7090 Troy, MI 48084 Troy, MI 48007 By Facsimile: (248) 614-4536 If you require additional information, please call the Depositary at (888) 292-4264. To participate in the Offer, a duly executed copy of this Letter of Transmittal and any other documents required by this Letter of Transmittal must be received by the Depositary on or prior to the Expiration Date. Delivery of this Letter of Transmittal or any other required documents to an address other than as set forth above does not constitute valid delivery. The method of delivery of all documents is at the election and risk of the tendering Unitholder. Please use the pre-addressed, postage-paid envelope provided. This Letter of Transmittal is to be completed by holders of Units of limited partnership interest in ANGELES PARTNERS XII, a California limited partnership (the "Partnership"), pursuant to the procedures set forth in the Offer to Purchase (as defined below). Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Offer to Purchase. PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS Ladies and Gentlemen: The undersigned hereby tenders to ERP OPERATING LIMITED PARTNERSHIP (the "Purchaser") all of the units of limited partnership interest (the "Units") in the Partnership held by the undersigned or, if less than all such Units, the number set forth below in the signature box, at a purchase price equal to $815 per Unit, less the amount of any distributions made or declared with respect to the Units between August 20, 1999 and the Expiration Date, and upon the other terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") dated September 2, 1999 (the "Offer Date") and amended on September 10, 1999 and September 23, 1999 and in this Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the "Offer"). Receipt of the Offer to Purchase is hereby acknowledged. The Purchaser is offering to purchase all 44,718 Units in the Partnership. Therefore, the Purchaser may, subject to acceptance of the Units tendered, purchase all of the Units you tender. However, if Units are validly tendered and not properly withdrawn prior to October 15, 1999 (the "Expiration Date") unless extended, and the purchase of all such Units would result in there being less than 350 Unitholders, the Purchaser will purchase only 99% of the total number of Units so tendered by each limited partner with adjustments rounded up or down, at the sole discretion of the Purchaser, to avoid the purchase of fractional Units. Subject to and effective upon acceptance for payment of any of the Units tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to such Units which are purchased pursuant to the Offer. The undersigned hereby irrevocably constitutes and appoints the Purchaser as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Units, with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power and proxy coupled with an interest), to deliver such Units and transfer ownership of such Units, on the books of the Partnership, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser and, upon payment of the purchase price in respect of such Units by the Purchaser, to exercise all voting rights and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units all in accordance with the terms of the Offer. Subject to and effective upon the purchase of any Units tendered hereby, the undersigned hereby requests that the Purchaser be admitted to the Partnership as a "substitute Limited Partner" under the terms of the Agreement of Limited Partnership of the Partnership. Upon the purchase of Units pursuant to the Offer, all prior proxies and consents given by the undersigned with respect to such Units will be revoked and no subsequent proxies or consents may be given (and if given will not be deemed effective). In addition, by executing this Letter of Transmittal, the undersigned assigns to the Purchaser all of the undersigned's rights to receive distributions from the Partnership with respect to Units which are purchased pursuant to the Offer, other than distributions declared or paid through the Expiration Date and to change the address of record for such distributions on the books of the Partnership. Upon request, the Seller will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by the Purchaser to be necessary or desirable to complete the assignment, transfer and purchase of such Units. The undersigned hereby represents and warrants that the undersigned owns the Units tendered hereby within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and has full power and authority to validly tender, sell, assign and transfer the Units tendered hereby, and that when any such Units are purchased by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such Units will not be subject to any adverse claim. Upon request, the undersigned will execute and deliver any additional documents deemed by the Purchaser to be necessary or desirable to complete the assignment, transfer and purchase of Units tendered hereby. The undersigned understands that a tender of Units to the Purchaser will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes the right of the Purchaser to effect a change of distribution address to Two North Riverside Plaza, Chicago, Illinois 60606. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any of the Units tendered hereby. In such event, the undersigned understands that any Letter of Transmittal for Units not accepted for payment will be destroyed by the Purchaser. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. 2 SIGNATURE BOX (Please complete Boxes A, B, C and D on the following pages as necessary) Please sign and print your name and insert your Taxpayer Identification Number or Social Security Number, address, telephone number and number of Units being tendered in the spaces provided below. For joint owners, each joint owner must sign and provide the above-listed information. (See Instruction 1) The signatory hereby certifies under penalties of perjury the statements in Box B, Box C and, if applicable, Box D. X __________________________________ (Signature of Owner)Date If the undersigned is tendering less than all Units held, the number of Units tendered is set forth below. Otherwise, all Units held by the undersigned are tendered hereby. X __________________________________ (Signature of Owner)Date Name (Printed) _____________________ Taxpayer I.D. or Social # __________ Address ____________________________ ------------------------------ Telephone No. (day) ________________ (eve) ___________________ Units Being Tendered BOX A Medallion Signature Guarantee (Required for all Sellers) (See Instruction 1) Name and Address of Eligible Institution ____________________________________ Authorized Signature _______________ Title ______________________________ Name _______________________________ Date _______________________________ 3 BOX B SUBSTITUTE FORM W-9 (See Instruction 3--Box B) The person signing this Letter of Transmittal hereby certifies the following to the Purchaser under penalties of perjury: (i) The TIN set forth in the Signature Box is the correct TIN of the Unitholder, or if this box [ ] is checked, the Unitholder has applied for a TIN. If the Unitholder has applied for a TIN, a TIN has not been issued to the Unitholder, and either: (a) the Unitholder has mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office; or (b) the Unitholder intends to mail or deliver an application in the near future (it being understood that if the Unitholder does not provide a TIN to the Purchaser within sixty (60) days, 31% of all reportable payments made to the Unitholder thereafter will be withheld until a TIN is provided to the Purchaser); and (ii) Unless this box [ ] is checked, the Unitholder is not subject to backup withholding either because the Unitholder: (a) is exempt from backup withholding; (b) has not been notified by the IRS that the Unitholder is subject to backup withholding as result of a failure to report all interest or dividends; or (c) has been notified by the IRS that such Unitholder is no longer subject to backup withholding. Note: Place an "X" in the box in (ii) if you are unable to certify that the Unitholder is not subject to backup withholding. BOX C FIRPTA AFFIDAVIT (See Instruction 3--Box C) Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg. 1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount realized with respect to certain transfers of an interest in a partnership if 50% or more of the value of its gross assets consists of U.S. real property interests and 90% or more of the value of its gross assets consists of U.S. real property interests plus cash equivalents, and the holder of the partnership interest is a foreign person. To inform the Purchaser that no withholding is required with respect to the Unitholder's interest in the Partnership, the person signing this Letter of Transmittal hereby certifies the following under penalties of perjury: (i) Unless this box [ ] is checked, the Unitholder, if an individual, is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and if other than an individual, is not a foreign corporation, foreign partnership, foreign estate or foreign trust (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); (ii) the Unitholder's U.S. social security number (for individuals) or employer identification number (for non-individuals) is correctly printed in the Signature Box; and (iii) the Unitholder's home address (for individuals), or office address (for non-individuals), is correctly printed in the Signature Box. If a corporation, the jurisdiction of incorporation is . The person signing this Letter of Transmittal understands that this certification may be disclosed to the IRS by the Purchaser and that any false statements contained herein could be punished by fine, imprisonment, or both. 4 BOX D SUBSTITUTE FORM W-8 (See Instruction 4--Box D) By checking this box [ ], the person signing this Letter of Transmittal hereby certifies under penalties of perjury that the Unitholder is an "exempt foreign person" for purposes of the backup withholding rules under the U.S. federal income tax laws, because the Unitholder: (i) Is a nonresident alien individual or a foreign corporation, partnership, estate or trust; (ii) If an individual, has not been and plans not to be present in the U.S. for a total of 183 days or more during the calendar year; and (iii) Neither engages, nor plans to engage, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange. 5 INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer 1. Tender, Signature Requirements; Delivery. After carefully reading and completing this Letter of Transmittal, in order to tender Units, a Unitholder must sign at the "X" in the Signature Box of this Letter of Transmittal and insert the Unitholder's correct Taxpayer Identification Number or Social Security Number ("TIN"), address, telephone number and number of Units being tendered in the spaces provided below the signature. If this Letter of Transmittal is signed by the registered Unitholder of the Units, a Medallion signature guarantee on this Letter of Transmittal is required. Similarly, if Units are tendered for the account of a member firm of a registered national security exchange, a member firm of the National Association of Securities Dealers, Inc. or a commercial bank, savings bank, credit union, savings and loan association or trust company having an office, branch or agency in the United States (each an "Eligible Institution"), a Medallion signature guarantee is required. In all other cases, signatures on this Letter of Transmittal must be Medallion guaranteed by an Eligible Institution, by completing the Signature Guarantee set forth in Box A of this Letter of Transmittal. A Medallion Signature Guarantee is provided by your bank or brokerage house. If you obtain a Medallion Signature Guarantee from a bank, brokerage house or trust company, a Corporate Resolution (with a raised corporate seal) from the bank, brokerage house or trust company must be included (stating that the Guarantor is an authorized signatory). If any tendered Units are registered in the names of two or more joint holders, all such holders must sign this Letter of Transmittal. If this Letter of Transmittal is signed by trustees, administrators, guardians, attorneys-in- fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Purchaser of their authority to so act. For Units to be validly tendered, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees in Box A, and any other documents required by this Letter of Transmittal, must be received by the depositary prior to or on the Expiration Date at its address or facsimile number set forth on the front of this Letter of Transmittal. No alternative, conditional or contingent tenders will be accepted. All tendering Unitholders by execution of this Letter of Transmittal waive any right to receive any notice of the acceptance of their tender. 2. Transfer Taxes. The Purchaser will pay or cause to be paid all transfer taxes, if any, payable in respect of Units accepted for payment pursuant to the Offer. 3. U.S. Persons. A Unitholder who or which is a United States citizen or resident alien individual, a domestic corporation, a domestic partnership, a domestic trust or a domestic estate (collectively "United States Persons"), as those terms are defined in the Internal Revenue Code and Income Tax Regulations, should complete the following: Box B--Substitute Form W-9. In order to avoid 31% federal income tax backup withholding, the Unitholder must provide to the Purchaser the Unitholder's correct Taxpayer Identification Number or Social Security Number ("TIN") in the space provided below the signature line and certify, under penalties of perjury, that such Unitholder is not subject to such backup withholding. The TIN that must be provided is that of the registered Unitholder. If a correct TIN is not provided, penalties may be imposed by the Internal Revenue Service ("IRS"), in addition to the Unitholder being subject to backup withholding. Certain Unitholders (including, among others, all corporations) are not subject to backup withholding. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. Box C--FIRPTA Affidavit. To avoid potential withholding of tax pursuant to Section 1445 of the Internal Revenue Code, each Unitholder who or which is a United States Person (as defined Instruction 3 above) must certify, under penalties of perjury, the Unitholder's TIN and address, and that the Unitholder is not a foreign person. Tax withheld under Section 1445 of the Internal Revenue Code is not an additional tax. If withholding results in an overpayment of tax, a refund may be obtained from the IRS. 6 4. Box D--Foreign Persons. In order for a Unitholder who is a foreign person (i.e., not a United States Person as defined in 3 above) to qualify as exempt from 31% backup withholding, such foreign Unitholder must certify, under penalties of perjury, the statement in BOX D of this Letter of Transmittal attesting to that foreign person's status by checking the box preceding such statement. However, such person will be subject to withholding of tax under Section 1445 of the Code. 5. Additional Copies of Offer to Purchase and Letter of Transmittal. Requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Purchaser by calling (312) 474-1300. 7 EX-99.5 3 SUPPLEEMENT TO OFFER TO PURCHASE EX-99.(a)(5) SUPPLEMENT TO OFFER TO PURCHASE Exhibit (a)(5) ERP OPERATING LIMITED PARTNERSHIP (THE "Purchaser") IS OFFERING TO PURCHASE ALL UNITS OF LIMITED PARTNERSHIP INTEREST OF (THE "Offer") ANGELES PARTNERS XII (THE "Partnership") FOR $815 PER UNIT IN CASH (THE "Offer Price") We will accept all Units (as defined below) in response to the Offer in our Offer to Purchase, dated September 2, 1999, as amended and supplemented from time to time. The Offer is not subject to a minimum number of Units being tendered. If Units are validly tendered and not properly withdrawn prior to October 15, 1999 (the "Expiration Date"), unless extended, and the purchase of all such Units would result in there being less than 350 Unitholders, we will purchase only 99% of the total number of Units so tendered by each limited partner. We will pay for accepted Units promptly after the Expiration Date. The Offer Price will be reduced for any distributions declared or made by the Partnership between August 20, 1999 and the Expiration Date, unless further extended. THE PURCHASER WILL PAY ANY TRANSFER FEES, BROKERAGE FEES OR COMMISSION THAT MAY ARISE UPON THE TENDER OF UNITS TO THE PURCHASER IN CONNECTION WITH ITS OFFER (generally, up to 10% of the sales price, subject to a $150-200 minimum commission per trade). SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED SEPTEMBER 2, 1999, FOR A DESCRIPTION OF RISK FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE OFFER. If you desire to accept the Offer, you should complete and sign the enclosed yellow letter of transmittal (the "Letter of Transmittal") in accordance with the instructions thereto and mail or deliver the signed Letter of Transmittal and any other required documents to MMS Escrow and Transfer Agency, Inc. (the "Depositary"), at one of its addresses set forth on the front cover of the yellow Letter of Transmittal. Questions and requests for assistance or for additional copies of the Offer to Purchase or the Letter of Transmittal may also be directed to the Depositary at (888) 292-4264. We are offering to purchase all of the outstanding limited partnership interests (the "Units") in the Partnership for the Offer Price of $815 per Unit, net to the seller in cash, without interest, less the amount of distributions, if any, declared or made by the Partnership in respect of any Unit from August 20, 1999 until the Expiration Date, unless further extended. The Offer is made upon the terms and subject to the conditions set for in the Offer to Purchase dated September 2, 1999, Amendments to the Offer to Purchase dated September 10, 1999 and September 23, 1999, this Supplement dated September 23, 1999, and the accompanying Letter of Transmittal. We have extended the Expiration Date of the Offer to October 15, 1999, 12:00 midnight, central standard time, unless further extended. If you desire to accept the Offer, you must complete and sign the yellow Letter of Transmittal in accordance with the instructions contained therein and forward or hand deliver it, together with any other required documents, to the Depositary. You may withdraw your tender of Units pursuant to the Offer at any time prior to the Expiration Date and, unless accepted for payment as provided in the Offer to Purchase, may also be withdrawn any time on or after November 9, 1999. The yellow Letter of Transmittal and any other required documents should be sent or delivered by each tendering Unitholder or such Unitholder's broker, dealer, bank, trust company or other nominee to the Depositary at one of its addresses set forth below or faxed to the Depositary to the number below, with an original copy sent in the mail thereafter. If you completed and delivered the Purchaser's pink Letter of Transmittal to the Depositary and have not withdrawn such tender, you do not need to complete the yellow Letter of Transmittal for your Units to be tendered to the Purchaser. THE DEPOSITARY FOR THE OFFER IS: MMS ESCROW AND TRANSFER AGENCY, INC. By Hand or Overnight Courier: By Mail: MMS Escrow and Transfer Agency, Inc. MMS Escrow and Transfer Agency, 1845 Maxwell St., Suite 101 Inc. Troy, MI 48084 P.O. Box 7090 Troy, MI 48007 By Facsimile: (248) 614-4536 For more information, please call the Depositary at (888) 292-4264. EX-99.6 4 LETTER DATED SEPT. 23, 1999 FROM ERP TO UNITHOLDERS EX-99.(a)(6) LETTER TO UNITHOLDERS Exhibit (a)(6) September 23, 1999 ERP OPERATING LIMITED PARTNERSHIP HAS INCREASED ITS OFFER PRICE TO $815 PER UNIT OF LIMITED PARTNERSHIP INTEREST OF ANGELES PARTNERS XII New Offer Price of $815 per Unit. We are increasing our offer price for your limited partnership interests (the "Units") in Angeles Partners XII (the "Partnership") from $750 per Unit to $815 per Unit. We are offering to acquire up to 44,718 Units (the "Offer"). The Offer is not subject to any minimum number of Units being tendered. We are also extending the expiration date of the Offer to October 15, 1999, 12:00 midnight, eastern standard time. As we are increasing the offer price from $750 to $815 before the expiration date of the Offer, October 15, 1999, unless extended, this increased offer price will be paid with respect to all Units that are purchased by us pursuant to the Offer, whether or not such Units are tendered prior to or after this increase in consideration. Our offer price of $815 per unit will be decreased by the amount of any distribution declared or made with respect to the Units between August 20, 1999 and October 15, 1999, or such other date to which the Offer may further be extended. YOU WILL NOT BE REQUIRED TO PAY ANY COMMISSIONS OR FEES IN CONNECTION WITH ANY DISPOSITION OF YOUR UNITS PURSUANT TO THE OFFER (generally, up to 10% of the sale price, subject to a $150-200 minimum commission per trade). Please refer to our Offer to Purchase dated September 2, 1999, Amendment No. 1 to the Offer to Purchase dated September 10, 1999, Amendment No. 2 to the Offer to Purchase dated September 23, 1999, and the Supplement to the Offer to Purchase dated September 23, 1999, for additional information about the Offer. If you would like to tender your Units to be purchased by us for $815 per Unit, and have not yet completed the pink ERP Letter of Transmittal and delivered it to MMS Escrow and Transfer Agency (the "Depositary"), please complete the yellow Letter of Transmittal we are sending with this letter and deliver it to the Depositary at the address listed on the yellow ERP Letter of Transmittal in the gold envelope provided. If you completed and delivered the pink ERP Letter of Transmittal to the Depositary and have not withdrawn such tender, you do not need to complete the yellow ERP Letter of Transmittal for your Units to be tendered to ERP. In this case, the pink ERP Letter of Transmittal shall be sufficient to tender your Units for purchase by ERP. If you have any questions or need assistance, please call the Depositary at (888) 292-4264. The Offer expires on (unless further extended) October 15, 1999. -----END PRIVACY-ENHANCED MESSAGE-----