1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 17)
Consolidated Capital Growth Fund
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(Name of Subject Company (Issuer)
AIMCO Properties, L.P. -- Offeror
- --------------------------------------------------------------------------------
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Limited Partnership Units
- --------------------------------------------------------------------------------
(Title of Class Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class Securities)
Patrick J. Foye
Executive Vice President
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8081
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy To:
Gregory M. Chait
Katherine M. Koops
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
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$7,390,172 $1,479(previously paid)
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* For purposes of calculating the fee only. This amount assumes the purchase
of 19,195.25 units of limited partnership interest of the subject
partnership for $385 per unit. The amount of the filing fee equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] 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:
-------------------------------------
[ ] 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:
[X] third-party tender offer subject to Rule 14d-1
[ ] going-private transaction subject to Rule 13e-3
[ ] issuer tender offer subject to Rule 13e-4
[X] 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: [X]
2
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
8,776.1 Units
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
8,776.1 Units
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,776.1 Units
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 17.84%*
11. TYPE OF REPORTING PERSON
PN
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* The weighted average interest in the overall partnership, calculated by
multiplying the percentage of the outstanding limited partnership interests
shown above by 0.99, is 17.66%.
3
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
8,776.1 Units
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
8,776.1 Units
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,776.1 Units
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 17.84%*
11. TYPE OF REPORTING PERSON
CO
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* The weighted average interest in the overall partnership, calculated by
multiplying the percentage of the outstanding limited partnership interests
shown above by 0.99, is 17.66%.
4
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
30,776.75 Units
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
30,776.75 Units
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,776.75 Units
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 62.56%*
11. TYPE OF REPORTING PERSON
CO
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* The weighted average interest in the overall partnership, calculated by
multiplying the percentage of the outstanding limited partnership interests
shown above by 0.99, is 61.93%.
5
NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
INSIGNIA PROPERTIES, L.P.
1. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
2. SEC USE ONLY
3. SOURCE OF FUNDS
Not Applicable
4. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
5. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
22,000.65 Units
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
22,000.65 Units
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,000.65 Units
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 44.72%
10. TYPE OF REPORTING PERSON
PN
6
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
AMICO/IPT, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
22,000.65 Units
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
22,000.65 Units
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,000.65 Units
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 44.72%
11. TYPE OF REPORTING PERSON
CO
7
1. NAME OF REPORTING PERSON(S) S.S.# OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only)
MADISON RIVER PROPERTIES, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
2,690 Units
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
2,690 Units
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,690 Units
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 5.47%
11. TYPE OF REPORTING PERSON
OO
8
TENDER OFFER STATEMENT/AMENDMENT NO. 17 TO SCHEDULE 13D
This is the Final Amendment to the Tender Offer Statement on Schedule TO
relating to the tender offer by AIMCO Properties, L.P., a Delaware limited
partnership, to purchase all of the outstanding units, or such lesser number of
units as are properly tendered, of limited partnership interest of Consolidated
Capital Growth Fund, a California limited partnership (the "Partnership"), at a
price of $385 per unit, subject to the conditions set forth in the Offer to
Purchase dated January 31, 2001, and in the related Letter of Transmittal and
Acknowledgment and Agreement, which, as amended and supplemented from time to
time, together constituted the tender offer.
At 5:00 p.m. on February 28, 2001, the offer expired pursuant to its
terms. A total of 776 units, representing approximately 1.58% of the outstanding
units, were validly tendered and not withdrawn pursuant to the offer. AIMCO
Properties has accepted for payment all of those units at a price of $385 per
unit.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: March 29, 2001
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
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Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
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Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
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Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
MADISON RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
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Executive Vice President