SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO (AMENDMENT NO. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Consolidated Capital Institutional Properties 3
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(Name of Subject Company (Issuer)
AIMCO Properties, L.P.
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(Names of Filing Persons - Offeror)
Limited Partnership Units
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(Title of Class Securities)
None
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(CUSIP Number of Class Securities)
Patrick J. Foye
Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
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Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
and
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
Calculation of Filing Fee
<Table>
<Caption>
Transaction valuation* Amount of filing fee
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$ 4,993,310.72 $ 403.96
</Table>
* For purposes of calculating the fee only. This amount assumes the
purchase of 179,100.10 units of limited partnership interest of the
subject partnership for $27.88 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals $80.90
per million of the aggregate amount of cash offered by the bidder.
[X] 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: $403.96 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: November 10, 2003
[ ] 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
[ ] issuer tender offer subject to Rule 13e-4
[X] going-private transaction subject to Rule 13e-3
[ ] 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: [ ]
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AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer
Statement and Rule 13e-3 Transaction Statement on Schedule TO (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
Consolidated Capital Institutional Properties 3, a California limited
partnership (the "Partnership"), at a price of $27.88 per unit in cash, subject
to the conditions set forth in the Litigation Settlement Offer dated November
10, 2003, and in the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the "Offer"). Copies of the
Litigation Settlement Offer and the Letter of Transmittal were 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.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended and supplemented as follows:
(a)(5) Supplement to Litigation Settlement Offer dated December 5, 2003.
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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: December 5, 2003
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
By: /s/ Patrick J. Foye
-----------------------------------
Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<Table>
<Caption>
Exhibit No. Description
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(a)(5) Supplement to Litigation Settlement Offer dated December 5, 2003.
</Table>
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