ANL Amer Land Lease

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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

AMERICAN LAND LEASE, INC.

(Name of Subject Company (Issuer))

GCP SUNSHINE ACQUISITION, INC.,

a subsidiary of

GCP REIT II

(Names of Filing Persons (Offerors))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

027118108

(CUSIP Number of Class of Securities)

GCP Sunshine Acquisition, Inc.

c/o Green Courte Partners, LLC

560 Oakwood Avenue, Suite 100

Lake Forest, Illinois 60045

Attention: James R. Goldman, Managing Director

(847) 582-9400

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing persons)

Copy to:

Hal M. Brown, Esq.

Jason C. Harmon, Esq.

DLA Piper LLP (US)

203 North LaSalle Street, Suite 1900

Chicago, Illinois 60601

(312) 368-4000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates.

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

SCHEDULE TO

This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 23, 2008 and amended on January 23, 2009 and February 6, 2009 (the “ Schedule TO ”) relating to the offer by GCP Sunshine Acquisition, Inc. (“ Purchaser” ), a Delaware corporation and a subsidiary of GCP REIT II, a Maryland real estate investment trust (“ Parent” ), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “ Common Stock ”), of American Land Lease, Inc., a Delaware corporation (the “ Company ”), as of the time Purchaser accepts for payment and pays for any Shares (as defined below) tendered and not withdrawn pursuant to the Offer (as defined below), including shares of restricted Common Stock under the Company’s 1998 Stock Incentive Plan (the “ Company Stock Plan ”) and any shares issuable upon exercise of options to acquire shares of Common Stock issued pursuant to the Company Stock Plan (the “ Shares ”), of the Company, at a price of $14.20 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 23, 2008 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (which, together with any supplements or amendments thereto, collectively constitute the “ Offer ”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 9, 2008, among Parent, Purchaser, the Company and Asset Investors Operating Partnership, L.P., a Delaware limited partnership and a majority-owned subsidiary of the Company.

All capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Schedule TO.

The Offer expired at 5:00 p.m., New York City time, on February 17, 2009. Based on the final count by the Depositary, 7,442,072 Shares were tendered and not properly withdrawn, which includes approximately 232,763 Shares tendered by notice of guaranteed delivery, representing an aggregate of approximately 93% of all outstanding Shares. The Purchaser has accepted all these Shares for payment and will promptly pay the Offer Price in respect of such Shares. The full text of the press release issued by Green Courte Partners, LLC (“ Green Courte Partners ”) on February 18, 2009 announcing the final results of the Offer is filed herewith as Exhibit (a)(5)(C).

The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letter of Transmittal, is expressly incorporated herein by reference to all of the items in the Schedule TO, except as otherwise set forth below.

Items 1 through 9 and 11.

Items 1 through 9 and 11 of the Schedule TO, each of which incorporate by reference information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“On February 18, 2009, Green Courte Partners issued a press release announcing the completion and the final results of the Offer. Based on the final count by the Depositary, 7,442,072 Shares were tendered and not properly withdrawn, which includes approximately 232,763 Shares tendered by notice of guaranteed delivery, which represents an aggregate of approximately 93% of all outstanding Shares. The Purchaser has accepted all of these Shares for payment and will promptly pay the Offer Price in respect of such Shares.”

The full text of the press release issued by Green Courte Partners on February 18, 2009 announcing the final results of the Offer and the immediate commencement of a subsequent offering period, which will expire at 5:00 p.m., New York City time, on Friday, February 20, 2009, is filed as Exhibit (a)(5)(C) hereto and is incorporated herein by reference. All Shares properly tendered during the subsequent offering period will be accepted, and tendering stockholders will receive the same price of $14.20 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest thereon. Procedures for tendering Shares during the subsequent offering period are the same as during the initial offering period except that (1) Shares cannot be delivered by guaranteed delivery procedure and (2) Shares tendered may not be withdrawn.

Item 12. Material to be Filed as Exhibits

Item 12 of the Schedule TO is hereby amended and restated as follows:

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: February 18, 2009

Exhibit Index

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