Amendment No. 2 to Schedule 13E-3

SC 13E3/A 1 d286425dsc13e3a.htm AMENDMENT NO. 2 TO SCHEDULE 13E-3 Amendment No. 2 to Schedule 13E-3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

(Amendment No. 2)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER

SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

(Name of the Issuer)

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

CONCAP EQUITIES, INC.

AIMCO PROPERTIES, L.P.

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO/IPT, INC.

AIMCO-GP, INC.

AIMCO IPLP, L.P.

COOPER RIVER PROPERTIES, L.L.C.

MADISON RIVER PROPERTIES, L.L.C.

AIMCO CCIP/3 MERGER SUB LLC

(Names of Persons Filing Statement)

Series A Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

John Bezzant

Executive Vice President

Apartment Investment and Management Company

4582 South Ulster Street, Suite 1100

Denver, Colorado 80237

(303) 757-8101

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)

WITH COPIES TO:


Jonathan Friedman, Esq.		Joseph Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP		Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400		Four Times Square
Los Angeles, CA 90071		New York, NY 10036

This statement is filed in connection with (check the appropriate box):


þ	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.

þ	b.	The filing of a registration statement under the Securities Act of 1933.

¨	c.	A tender offer.

¨	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: þ

Calculation of Filing Fee


Transaction valuation*		Amount of filing fee**
$8,809,643.68		$1,022.38

*	For purposes of calculating the fee only. This amount was calculated by multiplying the 143,713.6 Series A limited partnership units held by limited partners unaffiliated with AIMCO Properties, L.P. by $61.30 per Series A limited partnership unit.

**	Calculated as the sum of (i) the initial transaction valuation of $8,530,839.30 multiplied by 0.0001161, and (ii) the increase in transaction value of $278,804.38 multiplied by 0.0001146.

þ	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: $990.43 (Registration No. 333-175843)		Filing Party: Apartment Investment and Management Company; AIMCO Properties, L.P.
Form or Registration No.: Form S-4		Date Filed: July 28, 2011

Amount Previously Paid: $31.95 (Registration No. 333-175843)		Filing Party: Apartment Investment and Management Company; AIMCO Properties, L.P.
Form or Registration No.: Form S-4		Date Filed: November 15, 2011

TRANSACTION STATEMENT UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed solely to report the results of the Rule 13e-3 transaction subject to this Schedule 13E-3.

On November 15, 2011, Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership (the “Partnership”) entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”) with AIMCO Properties, L.P., a Delaware limited partnership (“AIMCO Properties”) and AIMCO CCIP/3 Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the “Merger Subsidiary”). The Amended and Restated Merger Agreement provides for the Merger Subsidiary to be merged with and into the Partnership, with the Partnership as the surviving entity (the “Merger”), upon approval by a majority in interest of the Series A units of limited partnership interest of the Partnership (the “Series A Units”) outstanding.

On January 23, 2012, AIMCO Properties and its affiliates, which owned 239,212 of the 382,893.60 issued and outstanding Series A Units, or approximately 62.47% of the number of units outstanding, took action by written consent to approve the Merger, which was completed on January 23, 2012. In the Merger, each Series A Unit outstanding immediately prior to the Merger (other than Series A Units as to which appraisal rights are elected) was converted into the right to receive, at the election of the holder, either $61.30 in cash (the “Cash Consideration”), or 2.67 partnership common units of AIMCO Properties. Limited partners who reside in the State of California, or who fail to make an election, will receive only the Cash Consideration. In the Merger, AIMCO Properties’ membership interest in the Merger Subsidiary was converted into 1,000 Series A Units. ConCap Equities, Inc. continues to be the sole general partner of the Partnership, and the Partnership’s agreement of limited partnership in effect immediately prior to the Merger remains unchanged.

SIGNATURE