SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 32)
Consolidated Capital Institutional Properties
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer)
AIMCO Properties, L.P. -- Offeror
Apartment Investment and Management Company
AIMCO-GP, Inc.
ConCap Equities, Inc.
- --------------------------------------------------------------------------------
(Names of Filing Persons -- Offerors)
Limited Partnership Units
- --------------------------------------------------------------------------------
(Title of Class Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class Securities)
Martha L. Long
Apartment Investment and Management Company
4582 Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8101
- --------------------------------------------------------------------------------
(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
- ---------------------- --------------------
$ 16,583,211.15 $ 2,101.09
</Table>
1
* For purposes of calculating the fee only. This amount assumes the
purchase of 69,348.10 units of limited partnership interest of the
subject partnership for $239.13 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 $126.70
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: $2,101.09 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: February 23, 2004
[ ] 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
[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 PERSONS: AIMCO PROPERTIES, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
138,195.2 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
138,195.2 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,195.2 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 69.4%
14. TYPE OF REPORTING PERSON
PN
3
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO-GP, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
138,195.2 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
138,195.2 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,195.2 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 69.4%
14. TYPE OF REPORTING PERSON
CO
4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
84-1259577
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
138,195.2 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
138,195.2 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
138,195.2 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 69.4%
14. TYPE OF REPORTING PERSON
CO
5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO IPLP, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
50,572.4 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
50,572.4 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,572.4 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 25.41%
14. TYPE OF REPORTING PERSON
PN
6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: COOPER RIVER PROPERTIES, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
11,365.6 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,365.6 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,365.6 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.71%
14. TYPE OF REPORTING PERSON
OO
7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: REEDY RIVER PROPERTIES, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
28,832.5 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
28,832.5 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,832.5 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 14.48%
14. TYPE OF REPORTING PERSON
OO
8
AMENDMENT NO. 4 TO SCHEDULE TO
This Statement constitutes (a) Amendment No. 4 to the Tender
Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO, as amended
by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto (the "Schedule
TO"), filed by AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and
Management Company and ConCap Equities, Inc. relating to the offer by AIMCO
Properties, L.P. to purchase units of limited partnership interest ("Units") of
Consolidated Capital Institutional Properties, a California limited partnership
(the "Partnership"), at a price of $239.13 per unit in cash, subject to the
conditions set forth in the Litigation Settlement Offer dated February 10, 2004,
and in the related Letter of Transmittal (which, together with the Revised
Litigation Settlement Offer and any additional supplements or amendments,
collectively constitute the "Offer"); and (b) Amendment No. 32 to the Schedule
13D filed by AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and
Management Company, AIMCO IPLP, L.P., Cooper River Properties, L.L.C. and Reedy
River Properties, L.L.C. (the "Schedule 13D"). The item numbers and responses
thereto below are in accordance with the requirements of Schedule TO. Unless
defined herein, capitalized terms used and not otherwise defined herein have
the respective meanings ascribed to such terms in the Litigation Settlement
Offer.
9
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 of the Schedule TO is amended and supplemented as follows:
At midnight, New York City time, on May 14, 2004, the Offer expired
pursuant to its terms. A total of 8,500.1 Units, representing approximately 4.3%
of the outstanding Units, were validly tendered and not withdrawn pursuant to
the Offer. AIMCO Properties, L.P. has accepted for payment all of those Units.
10
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: May 26, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
AIMCO-GP, INC.
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
CONCAP EQUITIES, INC.
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
AIMCO IPLP, L.P.
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
REEDY RIVER PROPERTIES, L.L.C.
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
11