-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VDpSTP3FXCk2DPgG5vn4VkOCA1tRDoSXxE9HSDqncqbQpSTksFyHtxE5Cysc2gEH GtIm1nJZYUVFBrJ62D+A+g== 0000950134-05-002824.txt : 20050211 0000950134-05-002824.hdr.sgml : 20050211 20050211170021 ACCESSION NUMBER: 0000950134-05-002824 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO GROUP MEMBERS: CONCAP EQUITIES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3 CENTRAL INDEX KEY: 0000768890 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942940208 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47007 FILM NUMBER: 05599762 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3 CENTRAL INDEX KEY: 0000768890 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942940208 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47007 FILM NUMBER: 05599763 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 SC TO-T/A 1 d18184dsctovtza.txt AMENDMENT NO. 2 TO SCHEDULE TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO/A (AMENDMENT NO. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Capital Institutional Properties/3 ------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO Properties, L.P. Apartment Investment and Management Company AIMCO-GP, Inc. ConCap Equities, Inc. ------------------------------------------------------------------------------- (Names of Filing Persons (Offerors)) Limited Partnership Units ------------------------------------------------------------------------------- (Title of Class of Securities) None ------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Martha L. Long Apartment Investment and Management Company 55 Beattie Place 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
TRANSACTION VALUATION* AMOUNT OF FILING FEE ---------------------- -------------------- $ 3,828,892.92 $ 450.66
* For purposes of calculating the fee only. This amount assumes the purchase of 167,933.90 units of limited partnership interest of the subject partnership for $22.80 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: $450.66 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO/13E-3 Date Filed: December 14, 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 [ ] 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: [ ] 2 AMENDMENT NO. 2 TO SCHEDULE TO This Amendment No. 2 amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO initially filed on December 14, 2004, as amended by Amendment No. 1 thereto (the "Schedule TO"). This Amendment No. 2 relates 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 $22.80 per unit in cash, subject to the conditions set forth in the Litigation Settlement Offer dated December 14, 2004 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 are 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. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Litigation Settlement Offer. On February 11, 2005, AIMCO Properties, L.P. mailed a letter to the holders of Units of the Partnership and issued a press release announcing the extension of the expiration date of the Offer from midnight, New York City time, on February 10, 2005, to midnight, New York City time, on March 15, 2005. Copies of the press release and letter have been filed as Exhibits (a)(7) and (a)(8), respectively, to this Amendment No. 2. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is amended and supplemented as follows: (a)(7) Press Release, dated February 11, 2005. (a)(8) Letter, dated February 11, 2005, from AIMCO Properties, L.P. to the limited partners of Consolidated Capital Institutional Properties/3. (a)(9) Letter of Transmittal and related Instructions (Exhibit (a)(2) to Consolidated Capital Institutional Properties/3's Schedule TO, filed with the Securities and Exchange Commission on December 14, 2004, is incorporated herein by reference). 3 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: February 11, 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 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------------- ----------------------------------------------------------------------- (a)(7) Press Release, dated February 11, 2005. (a)(8) Letter, dated February 11, 2005, from AIMCO Properties, L.P. to the limited partners of Consolidated Capital Institutional Properties/3. (a)(9) Letter of Transmittal and related Instructions (Exhibit (a)(2) to Consolidated Capital Institutional Properties/3's Schedule TO, filed with the Securities and Exchange Commission on December 14, 2004, is incorporated herein by reference).
5 EX-99.(A)(7) 2 d18184dexv99wxayx7y.txt PRESS RELEASE EXHIBIT (a)(7) CONTACT: The Altman Group, Inc. (800) 467-0821 (toll free) FOR IMMEDIATE RELEASE AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS DENVER, COLORADO, February 11, 2005 - As previously announced, AIMCO Properties, L.P. is offering to purchase any and all units of limited partnership interest in the partnerships set forth below, subject to the terms of the respective Litigation Settlement Offers (as amended and supplemented, the "Offers"). AIMCO Properties, L.P. has now extended the expiration date of each of the Offers to midnight, New York City time, on March 15, 2005. The Offers were previously scheduled to expire at midnight, New York City time, on February 10, 2005. AIMCO Properties, L.P. has reported, based on information provided by the Information Agent for the Offers, that as of the close of business on February 9, 2005, the approximate number of units set forth below had been tendered pursuant to each of the Offers.
Name of Partnership Number of Units Tendered - ------------------- ------------------------ Consolidated Capital Institutional Properties/2 35,230.6 Consolidated Capital Institutional Properties/3 14,702
For further information, please contact The Altman Group, Inc at (800) 467-0821 (toll free), which is acting as the Information Agent for the Offers. EX-99.(A)(8) 3 d18184dexv99wxayx8y.txt LETTER TO THE LIMITED PARTNERS AIMCO AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc. P.O. Box 238 Lyndhurst, NJ 07071 (800) 467-0821 AN IMPORTANT REMINDER ======================================================================= February 11, 2005 Dear Limited Partner: We recently mailed you litigation settlement tender offer documents offering to purchase your units of limited partnership interest in Consolidated Capital Institutional Properties/3 for $22.80 per unit in cash, which includes your final settlement amount of $1.24 per unit. Our offer was made upon the terms and subject to the conditions set forth in the Litigation Settlement Offer, dated December 14, 2004, and in the related Letter of Transmittal (collectively, together with any supplements or amendments, our "Offer"). WE HAVE EXTENDED OUR OFFER UNTIL MIDNIGHT, NEW YORK CITY TIME, ON MARCH 15, 2005, AND HAVE ISSUED A PRESS RELEASE ANNOUNCING THE EXTENSION. Our Offer was previously scheduled to expire on February 10, 2005. Our Offer provides you with an opportunity to: o GAIN LIQUIDITY FOR YOUR INVESTMENT WHICH YOU MAY NOT HAVE HAD PREVIOUSLY, AND o TO ELIMINATE THE COST AND RECORD KEEPING ASSOCIATED WITH LIMITED PARTNERSHIP TAX REPORTING. If you retain your units, you will continue to be a limited partner. If you elect to remain in the partnership until termination, you will continue to participate in the partnership distributions, if any, and the tax effects of the partnership's results. Please remember, that to accept our Offer, you must complete and sign the enclosed Letter of Transmittal in accordance with its instructions, which must be received by our information agent, The Altman Group, Inc., by March 15, 2005. If you have already tendered your units, you need not do anything at this time. If you have any questions, please contact the Information Agent, toll free, at (800) 467-0821. Sincerely, AIMCO Properties, L.P. -----END PRIVACY-ENHANCED MESSAGE-----