SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(AMENDMENT NO. 3)
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. 33)
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
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602
(864) 239-1000
- --------------------------------------------------------------------------------
(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
- ---------------------- --------------------
$ 15,186,218.12 $ 1,924.09
</Table>
1
* For purposes of calculating the fee only. This amount assumes the
purchase of 60,193.50 units of limited partnership interest of the
subject partnership for $252.29 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.
<Table>
Amount Previously Paid: $1,924.09 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO/13E-3 Date Filed: November 8, 2004
</Table>
[ ] 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
145,195.6 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
145,195.6 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,195.6 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 72.9%
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
145,195.6 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
145,195.6 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,195.6 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 72.9%
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
145,195.6 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
145,195.6 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,195.6 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 72.9%
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
90,770.5 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
90,770.5 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,770.5 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 45.6%
14. TYPE OF REPORTING PERSON
PN
6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS: AIMCO/IPT, 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
90,770.5 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
90,770.5 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,770.5 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 45.6%
14. TYPE OF REPORTING PERSON
CO
7
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 5.7%
14. TYPE OF REPORTING PERSON
OO
8
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 14.5%
14. TYPE OF REPORTING PERSON
OO
9
AMENDMENT NO. 3 TO SCHEDULE TO/AMENDMENT NO. 33 TO SCHEDULE 13D
This Statement constitutes (a) Amendment No. 3 to the Tender
Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO, as amended
by Amendment No. 1 and Amendment No. 2 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 $252.29 per unit in cash, subject to the
conditions set forth in the Litigation Settlement Offer dated November 8, 2004,
and in the related Letter of Transmittal (which, together with any supplements
or amendments, collectively constitute the "Offer"); and (b) Amendment No. 33 to
the Schedule 13D filed by 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 Reedy River Properties, L.L.C. (the "Schedule
13D"). Copies of the Litigation Settlement Offer and the Letter of Transmittal
are filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO. 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.
10
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 December 28, 2004, the Offer
expired pursuant to its terms. A total of 6,345.9 Units, representing
approximately 3.19% 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.
11
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: January 10, 2005
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: AIMCO/IPT, INC.
Its General Partner
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
AIMCO/IPT, INC.
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
12