<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
------------------------
AMENDMENT NO. 1 (FINAL AMENDMENT) TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)
CONSOLIDATED CAPITAL GROWTH FUND
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
COLORADO CENTER, TOWER TWO, 2000 SOUTH COLORADO BOULEVARD
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
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CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $9,398,219.80 Amount of Filing Fee: $1,879.64
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the purchase
of 26,033.85 units of limited partnership interest of the subject
partnership for $361 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 1/50th of one percent
of the aggregate of the cash offered by the bidder.
[ ] Check 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: Filing Parties:
Form or Registration No.: Date Filed:
(Continued on following pages)
Page 1 of 6
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
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
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
2,227.50
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
2,227.50
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,227.50
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 4.49%
14. TYPE OF REPORTING PERSON
PN
Page 2 of 6
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO-GP, INC.
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
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
2,227.50
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
2,227.50
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,227.50
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 4.49%
14. TYPE OF REPORTING PERSON
CO
Page 3 of 6
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
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
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
24,228.15
9. SOLE DISPOSITIVE POWER
--
10. SHARED VOTING POWER
24,228.15
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,228.15
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 48.76%
14. TYPE OF REPORTING PERSON
CO
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<PAGE> 6
AMENDMENT NO. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 12 TO SCHEDULE 13D
This statement (the "Statement") constitutes Amendment No. 1 to the
initial Schedule 14D-1 of AIMCO Properties, L.P. (the "AIMCO OP"), relating to
AIMCO OP's offer to purchase units of limited partnership interest ("Units") of
Consolidated Capital Growth Fund (the "Partnership"); and (b) Amendment No. 12
to the Schedule 13D (the "Schedule 13D") originally filed with the Securities
and Exchange Commission (the "Commission") on December 19, 1994, by Insignia
Financial Group, Inc. ("Insignia"), as amended by (i) Amendment No. 1, filed
with the Commission on March 11, 1997, by Insignia, Insignia Properties, L.P.
("IPLP"), Insignia Properties Trust ("IPT") and Andrew L. Farkas, (ii) Amendment
No. 2, filed with the Commission on December 19, 1997, by Madison River
Properties, L.L.C. ("Madison River"), IPLP, IPT, Insignia and Andrew L. Farkas,
(iii) Amendment No. 3, filed with the Commission on January 15, 1998, by Madison
River, IPLP, IPT, Insignia and Andrew L. Farkas, (iv) Amendment No. 4, filed
with the Commission on January 22, 1998, by Madison River, IPLP, IPT, INsignia
and Andrew L. Farkas, (v) Amendment No. 5, filed with the Commission on February
2, 1998, by Madison River, IPLP, IPT, Insignia and Andrew L. Farkas, (vi)
Amendment No. 6, filed with the Commission on March 12, 1998, by Madison River,
IPLP, IPT, INsignia and Andrew L. Farkas, (vii) Amendment No. 7, filed with the
Commission on October 26, 1998, by Madison River, AIMCO OP, AIMCO-GP, Inc.
("AIMCO-GP") and Apartment Investment and Management Company ("AIMCO"), (viii)
Amendment No. 8, dated filed with the Commission on June 9, 1999, by Madison
River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (ix) Amendment No. 9,
filed with the Commission on July 8, 1999, by Madison River, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO, (x) Amendment No. 10 filed with the Commission on
July 30, 1999, by Madison River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO,
and (xi) Amendment No. 11, dated November 24, 1999, by Madison River, AIMCO/IPT,
IPLP, AIMCO OP, AIMCO-GP, and AIMCO. Madison River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO are herein referred to as the "Reporting Persons." The item
numbers and responses thereto are set forth below in accordance with the
requirements of Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
At midnight, New York time, on Wednesday, December 22, 1999, the offer
expired pursuant to its terms. A total of 1,066 Units, representing
approximately 2.15% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of those
Units at $361 per Unit.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 10, 2000
MADISON RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
-------------------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
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Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
-------------------------------------
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-------------------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
-------------------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
-------------------------------------
Executive Vice President
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