-----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, WWSJG0ZFAV8bkgPFS0J7E/uPS/J8To+UJ0Gsf/Cglh6fHmCksrn5zuGpzebioWpF PGPKV8isU+xxfMtaqc5FHA== 0000950134-07-013813.txt : 20070621 0000950134-07-013813.hdr.sgml : 20070621 20070621161343 ACCESSION NUMBER: 0000950134-07-013813 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070621 DATE AS OF CHANGE: 20070621 GROUP MEMBERS: AIMCO GP INC GROUP MEMBERS: ANGELES REALTY CORPORATION II GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES INCOME PROPERTIES LTD II CENTRAL INDEX KEY: 0000711642 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953793526 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53919 FILM NUMBER: 07934131 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE CITY: GREENVILLE STATE: SC ZIP: 29601 BUSINESS PHONE: 8642391141 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE CITY: GREENVILLE STATE: SC ZIP: 29601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 SC TO-T/A 1 d44728a3sctovtza.htm AMENDMENT NO. 3 TO SCHEDULE TO sctovtza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE TO/A
(Rule 14d-100)
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
Angeles Income Properties, Ltd. II
 
(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, Suite 3400
Los Angeles, California 90071
(213) 687-5000
Calculation of Filing Fee
     
Transaction valuation*   Amount of filing fee
     
$1,167,660   $35.85
*   For purposes of calculating the fee only. This amount assumes the purchase of 9,980 units of limited partnership interest of the subject partnership for $117.00 per unit. Based on the current fee rate of $30.70 per million, the fee is $35.85.
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: $97.31
      Filing Party: AIMCO Properties, L.P.
 
        
Form or Registration No.: Schedule TO/A
      Date Filed: April 27, 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: þ

 

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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
ITEM 12. EXHIBITS
SIGNATURE

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AMENDMENT NO. 3 TO SCHEDULE TO
     This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO initially filed on March 30, 2007 (as amended or supplemented from time to time, 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 Income Properties, Ltd. II, a California limited partnership (the “Partnership”), at a price of $117.00 per unit in cash, which was subsequently reduced to $114.72 per unit subsequent to the distribution of $2.28 per unit paid by the Partnership on May 1, 2007, pursuant to the terms and conditions set forth in the Offer to Purchase, dated March 30, 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”). Copies of the Offer to Purchase and the Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1), (a)(2), (a)(6) and (a)(7). 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.

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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
      At midnight, New York City time, on June 15, 2007, the Offer expired pursuant to its terms. A total of 1,444 Units, representing approximately 1.4% of the outstanding Units, were validly tendered and not properly withdrawn pursuant to the Offer. AIMCO Properties, L.P. has accepted for payment all of those Units.
ITEM 12. EXHIBITS.
     
(a)(1)
  Offer to Purchase dated March 30, 2007 (previously filed).
 
(a)(2)
  Letter of Transmittal and related Instructions (previously filed).
 
(a)(3)
  Letter dated March 30, 2007 from Aimco Operating Partnership to the Limited Partners of Angeles Income Properties, Ltd. II (previously filed).
 
(a)(4)
  Press Release dated April 27, 2007 (previously filed).
 
(a)(5)
  Letter dated April 27, 2007 from Aimco Operating Partnership to the Limited Partners of Angeles Income Properties, Ltd. II (previously filed).
 
(a)(6)
  Supplement to Offer to Purchase dated May 30, 2007 (previously filed).
 
(a)(7)
  Amended and Restated Letter of Transmittal dated May 30, 2007 (previously filed).
 
(a)(8)
  Letter dated May 30, 2007 from the Aimco Operating Partnership to the Limited Partners of Angeles Income Properties, Ltd. II (previously filed).
 
(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).

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

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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: June 21, 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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