sctovt

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

(Rule 14d-100)

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

Angeles Partners XI

(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

$7,487,044		$229.85

* For purposes of calculating the fee only. This amount assumes the purchase of 4,358 units of limited partnership interest of the subject partnership for $1,718.00 per unit. Based on the current fee rate of $30.70 per million, the fee is $229.85.

o 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:		Filing Party:

Form or Registration No.:		Date Filed:

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
Offer to Purchase
Letter of Transmittal and Related Instructions
Letter to the Limited Partners
Appraisal

SCHEDULE TO

This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest (“Units”) of Angeles Partners XI, a California limited partnership (the “Partnership”), at a price of $1,718.00 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated August 28, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as each may be supplemented or amended from time to time, the “Offer”). Copies of the Offer to Purchase and the Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. 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 XI, of which 39,627 units were issued and outstanding as of June 30, 2007.

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.

(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”; “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; Ownership and Voting” 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.

(a) Not applicable.

(b) 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 August 28, 2007.

(a)(2)		Letter of Transmittal and related Instructions.

(a)(3)		Letter from Aimco OP to the Limited Partners of Angeles Partners XI.

(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).

(c)(1)		Appraisal of Fox Run Apartments, effective as of January 19, 2007, prepared by KTR Valuation & Consulting Services, LLC.

(d)		Not applicable.

(g)		None.

(h)		None.

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

Not applicable.

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: August 28, 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

EXHIBIT INDEX


Exhibit No.		Description
(a)(1)		Offer to Purchase dated August 28, 2007.
(a)(2)		Letter of Transmittal and related Instructions.
(a)(3)		Letter from Aimco OP to the Limited Partners of Angeles Partners XI.
(c)(1)		Appraisal of Fox Run Apartments, effective as of January 19, 2007, prepared by KTR Valuation & Consulting Services, LLC.

/s/ Martha L. Long

Martha L. Long

Senior Vice President