SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
(Final Amendment)
MCCOMBS REALTY PARTNERS
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(Name of Subject Company (Issuer))
AIMCO PROPERTIES, L.P. - OFFEROR
APARTMENT INVESTMENT AND MANAGEMENT COMPANY - OFFEROR
AIMCO-GP, INC. - OFFEROR
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)
LIMITED PARTNERSHIP UNITS
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(Title of Class of Securities)
NONE
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(CUSIP Number of Class of Securities)
Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29601
(864) 239-1000
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(Name Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy To:
Gregory M. Chait
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
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$73,550 $5.95
* For purposes of calculating the fee only.
** Previously paid.
[ ] 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:
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Filing Party:
-------------------------------
Form or Registration No.:
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Date Filed:
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[ ] 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.
[ ] 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]
TENDER OFFER STATEMENT
This is the Final Amendment to the Tender Offer Statement on Schedule TO
filed by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO
Properties"), in connection with its tender offer to purchase outstanding units
of limited partnership interest of McCombs Realty Partners, a California limited
partnership, at a price of $10.00 per unit in cash, subject to the conditions
set forth in the amended and restated Offer to Purchase, dated December 17, 2003
(the "Offer to Purchase"), and in the related Letter of Transmittal and
Acknowledgment and Agreement, which, as amended and supplemented from time to
time, together constitute the tender offer.
At midnight, New York City time, on April 9, 2004, the offer expired
pursuant to its terms. A total of 702 units, representing approximately 4.77% of
the outstanding units, were validly tendered and not withdrawn pursuant to the
offer. AIMCO Properties has accepted for payment all of the units at a price of
$10.00 per unit.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 14, 2004
AIMCO PROPERTIES, L.P.
By: /s/ Martha L. Long
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Senior Vice President
AIMCO-GP, INC.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Martha L. Long
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Senior Vice President of each of
the foregoing entities
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