UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 1328, 2011

ANGELES PARTNERS XII, LP

(Exact name of registrant as specified in its charter)

~~Delaware~~DELAWARE (State or other jurisdiction of incorporation) 0-13309 (Commission File Number) 95-3903623 (IRS Employer Identification No.)


55 BEATTIE PLACE POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA		29602

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (864) 239-1000

Not Applicable (Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oþ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o Soliciting material pursuant to Rule ~~1.01.~~14a-12 ~~Entry~~under ~~into~~the aExchange ~~Material~~Act ~~Definitive~~(17 ~~Agreement~~CFR 240. 14a-12)

Ino ~~November 2010,~~Pre-commencement ~~Angeles~~communications ~~Partners~~pursuant ~~XII, LP, a Delaware limited partnership (the “Partnership”), amended the Partnership’s agreement of limited partnership~~ to convert the Partnership’s existing partnership interests into two separate series of partnership interests that had separate rights with respect to specified partnership property, with the general partners’ interests designated as “SeriesRule ~~A GP Interests” and “Series B GP Interests,” and the limited partners’ interests designated as “Series A Units” and “Series B Units”~~ 14d-2(~~the “Serialization”~~b). ~~Shortly~~under ~~thereafter,~~ the ~~managing~~Exchange ~~general~~Act ~~partner~~(17 ofCFR ~~the Partnership determined not to implement the Serialization~~240. ~~On June 13, 2011, the managing general partner entered into an amendment to the Partnership’s agreement of limited partnership~~ 14d-2(~~the “Fifth Amendment”~~b) ~~to reflect the prior decision to rescind the Serialization.~~ )

Ao ~~copy~~Pre-commencement ofcommunications ~~the~~pursuant ~~Fifth~~to ~~Amendment~~Rule 13e-4(c) isunder ~~filed~~the asExchange ~~Exhibit 3.1~~Act ~~hereto~~(17 ~~and~~CFR ~~incorporated herein by reference~~240. 13e-4(c))

~~Item 3~~ITEM 1.0301. ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

~~The~~On ~~information~~July 28, in2011, ~~Item 1~~Angeles Partners XII, LP, a Delaware limited partnership (“AP XII”), entered into an agreement and plan of merger (the “Merger Agreement”) with AIMCO Properties, L.01P., a Delaware limited partnership (“AIMCO OP”), and AIMCO AP XII Merger Sub LLC, a Delaware limited liability company of which AIMCO OP is ~~incorporated~~the bysole ~~reference~~member (the “Merger Subsidiary”), pursuant to which the Merger Subsidiary will be merged with and into ~~this~~AP ~~Item 3~~XII, with AP XII as the surviving entity.~~03.~~

~~Item~~ In the merger, each unit of limited partnership interest (each, a “Unit”) of AP XII outstanding immediately prior to the consummation of the merger (other than Units held by limited partners who perfect their appraisal rights pursuant to the Merger Agreement) will be converted into the right to receive, at the election of the limited partner, either (i) $526.71 in cash (the “Cash Consideration”) or (ii) 5a number of partnership common units of AIMCO OP calculated by dividing $526.~~03.~~71 ~~Amendments~~by the average closing price of Apartment Investment and Management Company common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to ~~Articles~~the effective time of ~~Incorporation~~the merger (the “OP Unit Consideration”). However, if AIMCO OP determines that the law of the state or ~~Bylaws;~~other ~~Change~~jurisdiction in which ~~Fiscal~~a ~~Year~~limited partner resides would prohibit the issuance of partnership common units of AIMCO OP in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

~~The~~In ~~information~~the merger, AIMCO OP’s membership interest in ~~Item 1.01~~the isAimco ~~incorporated~~Subsidiary bywill ~~reference~~be converted into Units ~~this~~of ~~Item 5~~AP XII.03 As a result, after the merger, AIMCO OP will be the sole limited partner of AP XII, holding all outstanding Units. Angeles Realty Corporation II will continue to be the managing general partner of AP XII after the merger, and AIMCO Angeles GP, LLC will continue to be the non-managing general partner of AP XII after the merger. AP XII’s partnership agreement in effect immediately prior to the merger will remain unchanged after the merger.

~~Item~~ Completion of the merger is subject to certain conditions, including approval by a majority in interest of the limited partners holding Units. As of July 921, 2011, AP XII had issued and outstanding 44,718 Units, and AIMCO OP and its affiliates owned 33,750 of those Units, or approximately 75.0147% of the number of outstanding Units. ~~Financial~~AIMCO ~~Statements~~OP and ~~Exhibits~~its affiliates have indicated that they intend to take action by written consent to approve the merger.

~~(d)~~ The ~~following~~foregoing ~~exhibits~~summary ~~are~~of ~~filed~~the ~~with~~Merger ~~this~~Agreement ~~report~~is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Exhibit
Number		Description
3.1		Fifth Amendment to the Agreement of Limited Partnership of Angeles Partners XII, LP, dated as of June 13, 2011.

Additional Information for Investors:

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. AIMCO OP and Apartment Investment and Management Company will file with the Securities and Exchange Commission a registration statement on Form S-4 that will include an information statement of AP XII relating to the transaction, which will also constitute a prospectus of AIMCO OP and Apartment Investment and Management Company. INVESTORS ARE URGED TO READ THE INFORMATION STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE TRANSACTION.

The information statement/prospectus and other documents which will be filed with the Securities and Exchange Commission will be available free of charge at the SEC’s website, www.sec.gov. You may request a copy of these filings, at no cost, by writing or calling Apartment Investment and Management Company at the following address and telephone number: ISTC Corporation, P.O. Box 2347, Greenville, South Carolina 29602; telephone number (864) 239-1029.

ITEM 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed with this report:


Exhibit
Number		Description
10.1		Agreement and Plan of Merger, dated July 28, 2011, by and among Angeles Partners XII, LP, AIMCO Properties, L.P. and AIMCO AP XII Merger Sub LLC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANGELES PARTNERS XII, LP	~~ANGELES PARTNERS XII, LP~~
Date: June 13, 2011		By:	Angeles Realty Corporation II,
Date: July 28, 2011	By:	ANGELES REALTY CORPORATION II, Its Managing General Partner
			Its Managing General Partner
	By:	/s/ Stephen B. Waters
		By:	/s/ Stephen B. Waters Stephen B. Waters
		Stephen B. Waters
			Senior Director
		Senior Director of Partnership Accounting

Filing Compare · ANGELES PARTNERS XII, LP