UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 40)*
| Consolidated Capital Institutional Properties/3, LP |
(Name of Issuer)
Series A Limited Partnership Units Series B Limited Partnership Units |
(Title of Class of Securities)
| None |
(CUSIP Number)
John Bezzant Executive Vice President Apartment Investment and Management Company 4582 South Ulster Street, Suite 1100 Denver, Colorado 80237 (303) 757-8101
with a copy to:
Jonathan L. Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 (213) 687-5396 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| January 23, 2012 |
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. Not Applicable |
| 1. | NAME OF REPORTING PERSON: AIMCO Properties, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1275721 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
WC | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
| ||||
| 8. | SHARED VOTING POWER
1,000 Series A Limited Partnership Units 239,212 Series B Limited Partnership Units | |||||
| 9. | SOLE DISPOSITIVE POWER
| |||||
| 10. | SHARED DISPOSITIVE POWER
1,000 Series A Limited Partnership Units 239,212 Series B Limited Partnership Units | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 Series A Limited Partnership Units 239,212 Series B Limited Partnership Units | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (Series A Limited Partnership Units) 62.48% (Series B Limited Partnership Units) | |||||
14. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. Not Applicable |
| 1. | NAME OF REPORTING PERSON: AIMCO-GP, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
Not Applicable | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
| ||||
| 8. | SHARED VOTING POWER
1,000 Series A Limited Partnership Units 239,212 Series B Limited Partnership Units | |||||
| 9. | SOLE DISPOSITIVE POWER
| |||||
| 10. | SHARED DISPOSITIVE POWER
1,000 Series A Limited Partnership Units 239,212 Series B Limited Partnership Units | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 Series A Limited Partnership Units 239,212 Series B Limited Partnership Units | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (Series A Limited Partnership Units) 62.48% (Series B Limited Partnership Units) | |||||
14. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. Not Applicable |
| 1. | NAME OF REPORTING PERSON: Apartment Investment and Management Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1259577 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
Not Applicable | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
| ||||
| 8. | SHARED VOTING POWER
1,000 Series A Limited Partnership Units 239,212 Series B Limited Partnership Units | |||||
| 9. | SOLE DISPOSITIVE POWER
| |||||
| 10. | SHARED DISPOSITIVE POWER
1,000 Series A Limited Partnership Units 239,212 Series B Limited Partnership Units | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 Series A Limited Partnership Units 239,212 Series B Limited Partnership Units | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (Series A Limited Partnership Units) 62.48% (Series B Limited Partnership Units) | |||||
14. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. Not Applicable |
| 1. | NAME OF REPORTING PERSON: AIMCO IPLP, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
Not Applicable | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
| ||||
| 8. | SHARED VOTING POWER
0 Series A Limited Partnership Units 119,654.4 Series B Limited Partnership Units | |||||
| 9. | SOLE DISPOSITIVE POWER
| |||||
| 10. | SHARED DISPOSITIVE POWER
0 Series A Limited Partnership Units 119,654.4 Series B Limited Partnership Units | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Series A Limited Partnership Units 119,654.4 Series B Limited Partnership Units | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (Series A Limited Partnership Units) 31.25% (Series B Limited Partnership Units) | |||||
14. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. Not Applicable |
| 1. | NAME OF REPORTING PERSON: AIMCO/IPT, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
Not Applicable | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
| ||||
| 8. | SHARED VOTING POWER
0 Series A Limited Partnership Units 119,654.4 Series B Limited Partnership Units | |||||
| 9. | SOLE DISPOSITIVE POWER
| |||||
| 10. | SHARED DISPOSITIVE POWER
0 Series A Limited Partnership Units 119,654.4 Series B Limited Partnership Units | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Series A Limited Partnership Units 119,654.4 Series B Limited Partnership Units | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (Series A Limited Partnership Units) 31.25% (Series B Limited Partnership Units) | |||||
14. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. Not Applicable |
| 1. | NAME OF REPORTING PERSON: Cooper River Properties, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
Not Applicable | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
| ||||
| 8. | SHARED VOTING POWER
0 Series A Limited Partnership Units 28,039.3 Series B Limited Partnership Units | |||||
| 9. | SOLE DISPOSITIVE POWER
| |||||
| 10. | SHARED DISPOSITIVE POWER
0 Series A Limited Partnership Units 28,039.3 Series B Limited Partnership Units | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Series A Limited Partnership Units 28,039.3 Series B Limited Partnership Units | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (Series A Limited Partnership Units) 7.32% (Series B Limited Partnership Units) | |||||
14. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. Not Applicable |
| 1. | NAME OF REPORTING PERSON: Madison River Properties, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
Not Applicable | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
| ||||
| 8. | SHARED VOTING POWER
0 Series A Limited Partnership Units 46,747.4 Series B Limited Partnership Units | |||||
| 9. | SOLE DISPOSITIVE POWER
| |||||
| 10. | SHARED DISPOSITIVE POWER
0 Series A Limited Partnership Units 46,747.4 Series B Limited Partnership Units | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Series A Limited Partnership Units 46,747.4 Series B Limited Partnership Units | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (Series A Limited Partnership Units) 12.21% (Series B Limited Partnership Units) | |||||
14. | TYPE OF REPORTING PERSON
OO | |||||
Introductory Note
This Amendment No. 40 (this “Amendment”) amends the Statement on Schedule 13D (as amended, the “Statement”) previously filed with the Securities and Exchange Commission by AIMCO Properties, L.P. (“AIMCO Properties”), AIMCO-GP, Inc., Apartment Investment and Management Company (“AIMCO”), AIMCO IPLP, L.P., AIMCO/IPT, Inc., Cooper River Properties, L.L.C. and Madison River Properties, L.L.C. (collectively, the “Reporting Persons”).
| Item 4. | Purpose of Transaction |
Item 4 is hereby supplemented by the addition of the following information:
On November 15, 2011, Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership (the “Partnership”) entered into an amended and restated agreement and plan of merger (the “Amended and Restated Merger Agreement”) with AIMCO Properties and AIMCO CCIP/3 Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the “Merger Subsidiary”). The Amended and Restated Merger Agreement provides for the Merger Subsidiary to be merged with and into the Partnership, with the Partnership as the surviving entity, upon approval by a majority in interest of the Series A units of limited partnership interest of the Partnership (the “Series A Units”) outstanding.
On January 23, 2012, AIMCO Properties and its affiliates, which owned 239,212 of the 382,893.60 issued and outstanding Series A Units, or approximately 62.47% of the number of units outstanding, took action by written consent to approve the merger, which was completed on January 23, 2012. In the merger, each Series A Unit outstanding immediately prior to the merger (other than Series A Units as to which appraisal rights are elected) was converted into the right to receive, at the election of the holder, either $61.30 in cash (the “Cash Consideration”), or 2.67 partnership common units of AIMCO Properties. Limited partners who reside in the State of California, or who fail to make an election, will receive only the Cash Consideration. In the merger, AIMCO Properties’ membership interest in the Merger Subsidiary was converted into 1,000 Series A Units. ConCap Equities, Inc. continues to be the sole general partner of the Partnership, and the Partnership’s agreement of limited partnership in effect immediately prior to the merger remains unchanged.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) The information in rows (7) through (11) and (13) of each Reporting Person’s cover page is incorporated herein by reference.
| Item 7. | Material to Be Filed as Exhibits |
The following are filed herewith as Exhibits to this Statement:
| Exhibit 7.1 | Agreement of Joint Filing, dated July 26, 2011, by and among AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and Management Company, AIMCO IPLP, L.P., AIMCO/IPT, Inc., Cooper River Properties, L.L.C. and Madison River Properties, L.L.C. (incorporated by reference to Exhibit 7.1 to the Reporting Persons’ Amendment No. 37 to Schedule 13D filed on July 26, 2011). |
| Exhibit 7.2 | Amended and Restated Agreement and Plan of Merger, dated as of November 15, 2011 (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K, dated November 15, 2011). | |
| Exhibit 7.3 | Amendment to the Amended and Restated Agreement and Plan of Merger, dated as of January 23, 2012 (incorporated by reference to Exhibit (d)(2) to Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission by the Partnership, ConCap Equities, Inc., the Reporting Persons and the Merger Subsidiary on January 23, 2012). | |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 23, 2012
| AIMCO PROPERTIES, L.P. | ||||
| By: | AIMCO-GP, INC., | |||
| Its General Partner | ||||
| AIMCO-GP, INC. | ||||
| APARTMENT INVESTMENT AND | ||||
| MANAGEMENT COMPANY | ||||
| AIMCO IPLP, L.P. | ||||
| By: | AIMCO/IPT, INC., | |||
| Its General Partner | ||||
| AIMCO/IPT, INC. | ||||
| COOPER RIVER PROPERTIES, L.L.C. | ||||
| MADISON RIVER PROPERTIES, L.L.C. | ||||
| By: | /s/ Trent A. Johnson | |||
| Name: | Trent A. Johnson | |||
| Title: | Vice President and Assistant General Counsel | |||