-----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, ERLov3pYAFuCgkcSIaiNfmAWB19mz7yJtK2lCZw+47ls9vEyswfguDoDrX3GH/tQ I7LoyJ0UQVtM6jvNUnKG7w== 0000950134-99-010208.txt : 19991117 0000950134-99-010208.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950134-99-010208 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES INCOME PROPERTIES LTD III CENTRAL INDEX KEY: 0000720460 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953903984 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: SEC FILE NUMBER: 005-54485 FILM NUMBER: 99756191 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES INCOME PROPERTIES LTD III CENTRAL INDEX KEY: 0000720460 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953903984 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 SC 14D9 1 SCHEDULE 14D-9 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 INCOME PROPERTIES, LTD. III (Name of Subject Company) ANGELES INCOME PROPERTIES, LTD. III (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 Income Properties, Ltd. III, a California limited partnership (the "Partnership"), with its business address located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado, 80222 (on and after November 24, 1999: Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, 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 (on and after November 24, 1999: Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, 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 Litigation Settlement Offer, dated November 11, 1999 (the "Litigation Settlement Offer"), a copy of which is included as Exhibit (a)(2) hereto. The information set forth in the Litigation Settlement Offer under "The Offer -- Section 9. Background and Reasons for the Offer" and "The Offer -- Section 11. Conflicts of Interest and Transactions with Affiliates" in the Litigation Settlement Offer is incorporated herein by reference. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a), (b) The information set forth in the Litigation Settlement Offer under "The Offer -- Section 10. Position of the General Partner of Your Partnership With Respect to the Offer" is incorporated herein by reference. 2 3 ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Not applicable. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES. (a) The information set forth in the Litigation Settlement Offer under "The Offer -- Section 9. Background and Reasons for the Offer -- Comparison of Consideration to Alternative Consideration -- Our Prior Tender Offer" and "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 Litigation Settlement Offer is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS (a)(1) Letter to Limited Partners, dated November 11, 1999. (a)(2) Litigation Settlement Offer, dated November 11, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated November 11, 1999, is incorporated herein by reference). (a)(3) Letter of Transmittal, dated November 11, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of AIMCO Properties, L.P., dated November 11, 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: November 11, 1999 ANGELES INCOME PROPERTIES, LTD. III a California limited partnership By: ANGELES REALTY CORPORATION II its General Partner By: /s/ Patrick J. Foye ------------------------------------ Patrick J. Foye Executive Vice President 4 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1) Letter to Limited Partners, dated November 11, 1999. (a)(2) Litigation Settlement Offer, dated November 11, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated November 11, 1999, is incorporated herein by reference). (a)(3) Letter of Transmittal, dated November 11, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of AIMCO Properties, L.P., dated November 11, 1999, is incorporated herein by reference). (b) Not Applicable. (c) Not Applicable.
5 EX-99.(A)(1) 2 LETTER TO THE LIMITED PARTNERS DATED 11/11/99 1 EXHIBIT (a)(1) ANGELES INCOME PROPERTIES, LTD. III 1873 South Bellaire Street, 17th Floor Denver, Colorado 80222 November 11, 1999 Dear Limited Partner: Enclosed is the Schedule 14D-9 which was filed by Angeles Income Properties, Ltd. III (the "Partnership") with the Securities and Exchange Commission in connection with an offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest in the Partnership. The Partnership, through its general partner, Angeles Realty Corporation II (the "General Partner"), is required by the rules of the Securities and Exchange Commission to make a recommendation as to whether you should accept or reject such offer, or whether the Partnership is remaining neutral with respect to such offer. THE PARTNERSHIP AND THE GENERAL PARTNER ARE REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER LIMITED PARTNERS SHOULD TENDER OR REFRAIN FROM TENDERING THEIR UNITS. Although the General Partner believes the offer is fair, limited partners must make their own decision whether or not to participate in the offer, based upon a number of factors, including a limited partner's financial position, the need or desire for liquidity, other available financial opportunities, a limited partner's tax position, and the tax consequences of selling one's units. Limited Partners should carefully read the enclosed Schedule 14D-9, the Litigation Settlement Offer of AIMCO Properties, L.P., dated November 11, 1999 relating to the offer to acquire units of the Partnership (the "Litigation Settlement Offer"), and the related Letter of Transmittal and Instructions. Certain information in the Schedule 14D-9 is incorporated by reference to the Litigation Settlement Offer. Please note that the General Partner is an affiliate of AIMCO. ANGELES REALTY CORPORATION II General Partner By: /s/ Patrick J. Foye ------------------------------------ Patrick J. Foye Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----