SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

(Rule 14d-100)

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Angeles Partners XII

(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 of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO 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:
Jonathan L. Friedman, Esq.
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
$5,662,500	$173.84

* For purposes of calculating the fee only. This amount assumes the purchase of 11,325 units of limited partnership interest of the subject partnership for $500.00 per unit. Based on the current fee rate of $30.70 per million, the fee is $173.84.

þ 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.

Amount Previously Paid: $143.30	Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO	Date Filed: April 3, 2007

o 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:

þ third-party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

o going-private transaction subject to Rule 13e-3

o 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: o

TABLE OF CONTENTS

	ITEM 1. SUMMARY TERM SHEET
	ITEM 2. SUBJECT COMPANY INFORMATION
	ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
	ITEM 4. TERMS OF THE TRANSACTION
	ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
	ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 10. FINANCIAL STATEMENTS
	ITEM 11. ADDITIONAL INFORMATION
	ITEM 12. EXHIBITS
	ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
SIGNATURE
EXHIBIT INDEX
Supplement to the Offer to Purchase
Press Release
Letter to Limited Partners

SCHEDULE TO

     This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO initially filed on April 3, 2007 (the “Schedule TO”) relating to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest (“Units”) of Angeles Partners XII, a California limited partnership (the “Partnership”), subject to the conditions set forth in the Offer to Purchase, dated April 3, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). The information in Exhibits (a)(1), (a)(2) and (a)(4) are incorporated by reference in response to Items 1-11 of this 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 Offer to Purchase.

ITEM 1. SUMMARY TERM SHEET.

     The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

     (a) The information set forth under “The Offer — Section 14. Certain Information Concerning Your Partnership” in the Offer to Purchase is incorporated herein by reference. The Partnership’s business address is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.

     (b) This Schedule TO relates to the units of limited partnership interest of Angeles Partners XII, of which 44,718 units were issued and outstanding as of December 31, 2006.

     (c) Not applicable.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

     (a)-(c) This Schedule TO is being filed by Apartment Investment and Management Company, a Maryland corporation (“Aimco”), AIMCO Properties, L.P., a Delaware limited partnership (“Aimco OP”), AIMCO-GP, Inc., a Delaware corporation (“Aimco-GP”), and Angeles Realty Corporation II, a California corporation (“Angeles Realty”). Aimco-GP is the general partner of Aimco OP and a wholly owned subsidiary of Aimco. Angeles Realty is the general partner of the Partnership and is a wholly owned subsidiary of Aimco. The principal business of Aimco, Aimco-GP and Aimco OP is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal business of Angeles Realty is managing the affairs of the Partnership. The business address of Aimco, Aimco-GP and Aimco OP is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number is (303) 757-8101. The principal address of Angeles Realty is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.

     The information set forth under “The Offer — Section 8. Information Concerning Us and Certain of Our Affiliates” and Annex I of the Offer to Purchase is incorporated herein by reference.

     During the last five years, none of Aimco, Aimco-GP, Aimco OP or Angeles Realty nor, to the best of their knowledge, any of the persons listed in Annex I of the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws.

ITEM 4. TERMS OF THE TRANSACTION.

     (a) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

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     (a) and (b) The information set forth under “Summary Term Sheet — Conflicts of Interest”; “The Offer — Section 9. Background and Reasons for the Offer” and “The Offer — Section 11. Conflicts of Interest and Transactions with Affiliates” in the Offer to Purchase is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     (a), (c)(1)-(7) The information set forth under “The Offer — Section 9. Background and Reasons for the Offer” and, “The Offer — Section 12. Future Plans of the Purchaser” and “The Offer — Section 7. Effects of the Offer; Effect on Trading Market; Registration under Section 12(g) of the Exchange Act” in the Offer to Purchase is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a), (b) and (d) The information set forth under “The Offer — Section 16. Source of Funds” and “The Offer — Section 20. Fees and Expenses” in the Offer to Purchase is incorporated herein by reference.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     The information set forth under “The Offer — Section 14. Certain Information Concerning Your Partnership; Beneficial Ownership of Interests in Your Partnership” in the Offer to Purchase is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

     Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

           (a) The information set forth under “The Offer — Section 19. Certain Legal Matters” in the Offer to Purchase is incorporated herein by reference.

           (b) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.

ITEM 12. EXHIBITS.

(a)(1)	Offer to Purchase dated April 3, 2007 (previously filed).
(a)(2)	Letter of Transmittal and related Instructions (previously filed).
(a)(3)	Letter dated April 3, 2007 from Aimco OP to the Limited Partners of Angeles Partners XII (previously filed).
(a)(4)	Supplement to the Offer to Purchase dated April 27, 2007.
(a)(5)	Press Release dated April 27, 2007.
(a)(6)	Letter dated April 27, 2007 from AIMCO OP to the Limited Partners of Angeles Partners XII.
(b)(1)	Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among AIMCO, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by reference).
(b)(2)	First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 16, 2005, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2005, is incorporated herein by reference).
(b)(3)	Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2006, is incorporated herein by reference).

3

(d)	Not applicable.
(g)	None.
(h)	None.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

     Not applicable.

4

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: April 27, 2007
	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
	AIMCO PROPERTIES, L.P.
	By:	AIMCO-GP, INC.
		Its General Partner

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

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EXHIBIT INDEX

Exhibit No.	Description
(a)(4)	Supplement to the Offer to Purchase dated April 27, 2007.
(a)(5)	Press Release dated April 27, 2007.
(a)(6)	Letter dated April 27, 2007 from AIMCO OP to the Limited Partners of Angeles Partners XII.

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EX-99.(A)(4)

EXHIBIT (a)(4)

SUPPLEMENT TO
OFFER TO PURCHASE

AIMCO Properties, L.P.

is offering to purchase limited partnership units in

Angeles Partners XII
for $500.00 per unit in CASH

     We have increased our offer price from $412.16 per unit to $500.00 per unit, and extended the expiration date of the offer from May 1, 2007, to May 30, 2007.

     Upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 3, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”), we will accept units validly tendered in response to our offer. You will not pay any partnership transfer fees if you tender your units pursuant to this offer. You will pay any other fees or costs, including any transfer taxes. Our offer price will be reduced for any distributions subsequently made or declared by your partnership prior to the expiration of our offer. If units are validly tendered and not properly withdrawn prior to the expiration of our offer and the purchase of all such units would result in there being fewer than 320 unitholders in your partnership, we will purchase only 99% of the total numbers of units so tendered by each limited partner. There were 1,117 holders in your partnership as of December 31, 2006.

     OUR OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON MAY 30, 2007, UNLESS WE FURTHER EXTEND THE DEADLINE.

     See “Risk Factors” beginning on page 4 of the Offer to Purchase, for a description of risk factors that you should consider in connection with our offer, including the following:

• IF YOU WANT TO TENDER YOUR UNITS IN THE OFFER, YOU MUST SIGN A LETTER OF TRANSMITTAL IN WHICH YOU RELEASE US FROM ALL LIABILITY, EXCEPT AS OTHERWISE PROVIDED IN SECTION 3 HEREIN, WITH RESPECT TO ANY AND ALL CLAIMS THROUGH THE DATE OF EXECUTION OF THE LETTER OF TRANSMITTAL, INCLUDING, BUT NOT LIMITED TO, THOSE CLAIMS THAT WERE BROUGHT OR THAT COULD HAVE BEEN BROUGHT IN THE NUANES AND HELLER LITIGATION AND IRRESPECTIVE OF WHETHER YOU PREVIOUSLY REQUESTED EXCLUSION FROM THE SETTLEMENT OR WHAT HAPPENS IN CONNECTION WITH THE PENDING APPEAL CHALLENGING THE SETTLEMENT. YOU WILL ALSO ASSIGN TO US YOUR RIGHTS IN ANY FUTURE CLAIMS AND DISTRIBUTIONS, PROVIDED, HOWEVER, YOU WILL STILL BE ENTITLED TO RECEIVE YOUR PRO RATA SHARE OF THE SETTLEMENT FUND IN THE NUANES AND HELLER LITIGATION EVEN IF YOU TENDER, PROVIDED THAT YOU ARE OTHERWISE ELIGIBLE, AND IF AND WHEN APPROVAL OF THE SETTLEMENT AND JUDGMENT ENTERED THERETO BECOME FINAL.

• Our offer price was determined without any arms-length negotiations, which might result in a higher value for your partnership units.

• The appraisals on which we based our initial offer price were completed in 2003; more recent appraisals might indicate higher property values and, accordingly, a higher price per unit.

• There is no established or regular trading market for your units, nor is there a reliable standard for determining the fair market value of the units. Accordingly, our offer price may not represent fair market value for your units.

• Our offer price might be higher if it took into account any potential improvements in the fair market value or operating performance of your partnership’s properties.

(Continued on next page)

     If you decide to accept our offer, you must complete and sign 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 The Altman Group, Inc., which is acting as Information Agent in connection with our offer, at one of its addresses set forth below and on the back cover of this Supplement. Questions and requests for assistance or for additional copies of the Offer to Purchase, this Supplement or the letter of transmittal may also be directed to the Information Agent at (800) 467-0821.

April 27, 2007

(Continued from prior page)

• Your general partner and the property manager are affiliates of ours and, therefore, your general partner has substantial conflicts of interest with respect to our offer.

• We are making this offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price.

• Continuation of your partnership will result in our affiliate continuing to receive management fees from your partnership. Such fees would not be payable if your partnership were liquidated.

• We may conduct a future offer at a higher price, although we have no obligation or current intention to do so.

• For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of properties owned by your partnership.

• The general partner makes no recommendation as to whether you should tender your units.

     The general partner does not make any recommendation regarding whether you should accept this offer. You are encouraged to carefully review the Offer to Purchase, as supplemented hereby, and any other information available to you and to seek the advice of your independent lawyer, tax advisor and/or financial advisor with respect to your particular circumstances before deciding whether or not to accept this offer.

THE INFORMATION AGENT FOR THE OFFER IS:

THE ALTMAN GROUP, INC.

By Mail:	By Overnight Courier:	By Hand:
P.O. Box 268 Lyndhurst, NJ 07071	1200 Wall Street, 3rd Floor Lyndhurst, NJ 07071	1200 Wall Street, 3rd Floor Lyndhurst, NJ 07071

For information, please call:

TOLL FREE: (800) 467-0821

SUPPLEMENTAL INFORMATION

     The Offer to Purchase is hereby supplemented as follows (capitalized terms that are not otherwise defined herein have the respective meanings ascribed thereto in the Offer to Purchase):

     On April 3, 2007, we commenced an offer to purchase limited partnership units in your partnership for $412.16 per unit in cash. We are now offering to purchase limited partnership units for $500.00 per unit in cash. The purchase price per unit will automatically be reduced by the aggregate amount of distributions per unit, if any, made or declared by your partnership on or after the commencement of our offer and prior to the date on which we acquire your units pursuant to our offer. If the offer price is reduced in this manner, we will notify you and, if necessary, we will extend the offer period so that you will have at least ten business days from the date of our notice to withdraw your units.

     If you have already tendered units to us, you need not take any further action to receive our increased offer price for any units we purchase. If, prior to the expiration date, we increase the consideration offered pursuant to the offer, the increased consideration will be paid for all units accepted for payment pursuant to the offer, whether or not the units were tendered prior to the increase in consideration.

     Upon the terms and subject to the conditions to the offer, we will accept (and thereby purchase) units that are validly tendered on or prior to the expiration date and not withdrawn in accordance with the procedures set forth in “The Offer — Section 4. Withdrawal Rights” in the Offer to Purchase. We have extended the expiration date of the offer to midnight, New York City time, on May 30, 2007, and we reserve the right in our reasonable discretion to further extend the period of time for which the offer is open. See “The Offer — Section 5. Extension of Tender Offer Period; Termination; Amendment; No Subsequent Offering Period” in the Offer to Purchase for a description of our right to extend the period of time during which the offer is open and to amend or terminate the offer.

     As a result of the increase in our offer price to $500.00 per unit, we expect that approximately $5.7 million will be required to purchase all of the limited partnership units that we are seeking in this offer, exclusive of fees and expenses. In addition to this offer, we are making concurrent offers to acquire interests in several other limited partnerships. If such transactions were fully subscribed for cash, we would be required to pay approximately $92.5 million for such units.

     On April 11, 2007, MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program I, LP, MPF Income Fund 22, LLC, MPF DeWaay Fund 4, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson Special Fund 6-A, LLC and MacKenzie Patterson Fuller, LP and/or their assigns (collectively, “MPF”) commenced a tender offer to purchase up to 2,143.46 of the outstanding units at a purchase price of $455.00 per unit, which amount will be reduced by any cash distributions made to you by the partnership after March 31, 2007 and a one time $150 transfer fee. MPF does not permit you to withdraw units tendered to MPF. Tendering your units pursuant to MPF’s offer is irrevocable. The Managing General Partner believes that you must make your own decision whether or not to participate in any offer, based upon a number of factors, including your financial position, your need or desire for liquidity, other financial opportunities available to you, and your tax position and the tax consequences to you of selling your units. However, the Managing General Partner notes that our offer price, as amended, is higher than the MPF offer price.

     We increased our offer price in response to the MPF offer. As a result, our current offer price of $500.00 per unit is higher than our estimate of the net equity value of each unit ($412.16) which was our initial offer price.

     Questions and requests for assistance or for additional copies of the Offer to Purchase, this Supplement and the letter of transmittal may be directed to the Information Agent at its telephone number and address listed below. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the offer.

The Information Agent for offer is:

THE ALTMAN GROUP, INC.

By Mail:
P.O. Box 268
Lyndhurst, NJ 07071

By Overnight Courier:
1200 Wall Street, 3^rd Floor
Lyndhurst, NJ 07071

By Hand:
1200 Wall Street, 3^rd Floor
Lyndhurst, NJ 07071

For information, please call:

By Telephone:
TOLL FREE: (800) 467-0821

By Fax:
(201) 460-0050

EX-99.(A)(5)

Exhibit (a)(5)

CONTACT: The Altman Group, Inc.
(800) 467-0821 (toll free)

FOR IMMEDIATE RELEASE

AIMCO PROPERTIES, L.P. ANNOUNCES INCREASE IN OFFER PRICE FOR TENDER OFFERS
AND EXTENSION OF EXPIRATION DATE

          DENVER, COLORADO, April 27, 2007 — AIMCO Properties, L.P. announced today that it has increased the offer price of its outstanding offers for limited partnership interests in Angeles Partners XII, Consolidated Capital Institutional Properties/2 and Shelter Properties II as summarized in the chart below. In accordance with the terms of the offers, the increased consideration will be paid for all units accepted for payment pursuant to each offer, whether or not the units were tendered prior to the increase in consideration.

          AIMCO Properties, L.P. has also extended the expiration date of its outstanding offers for limited partnership interests in Angeles Income Properties, Ltd. II, Angeles Partners XII, Consolidated Capital Institutional Properties/2, Century Properties Fund XIV and Shelter Properties II. The expiration date for each offer has been extended to midnight, New York City time, on May 30, 2007. The offers were previously scheduled to expire on April 27, 2007.

          As summarized below, AIMCO Properties L.P. reported, based on information provided by the Information Agent for the offers, the approximate number of units tendered in each offer as of the close of business on April 26, 2007.

	Approximate Number		Original Offer		Current Offer
Offer	of Units Tendered		Price		Price
Angeles Income Properties, Ltd. II		676	$	106.07	$	106.07
Angeles Partners XII		47	$	412.16	$	500.00
Consolidated Capital Institutional Properties/2		6,260.70	$	6.53	$	9.25
Century Properties Fund XIV		301	$	30.72	$	30.72
Shelter Properties II		60	$	550.00	$	600.00

          For further information, please contact The Altman Group, Inc. at (800) 467-0821 (toll free), which is acting as the Information Agent for the Offers.

EX-99.(A)(6)

EXHIBIT (a)(6)

AIMCO PROPERTIES, L.P.
c/o The Altman Group, Inc.
P.O. Box 238
Lyndhurst, NJ 07071
(800) 467-0821

April 27, 2007

Dear Limited Partner:

     We recently mailed you tender offer documents offering to purchase your units of limited partnership interest in Angeles Partners XII for $412.16 per unit in cash. The offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 3, 2007, and in the related Letter of Transmittal (collectively, together with any supplements or amendments, our “Offer”).

     We have increased our offer price to $500.00 per unit in cash and have issued a press release announcing the increase in our offer price. The increased price will be paid for all units accepted for payment pursuant to the Offer, whether or not the units were tendered prior to the increase. If you have already tendered your units, you need not do anything at this time to receive the higher offer price.

     We have also extended our Offer until midnight, New York City time, on May 30, 2007, and have issued a press release announcing the extension. Our Offer was previously scheduled to expire at midnight, New York City time, on May 1, 2007.

     If you retain your units, you will continue to be a limited partner. If you elect to remain in the partnership until termination, you will continue to participate in the partnership distributions, if any, and the tax effects of the partnership’s results.

     If you have any questions, please contact our information agent, The Altman Group, Inc., toll free, at (800) 467-0821.

Sincerely,


AIMCO Properties, L.P.