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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
(Name of Subject Company)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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WILLIAM H. JARRARD, JR.
PRESIDENT
CONCAP EQUITIES, INC.
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-2747
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with
the Commission on October 30, 1997 (the "Statement") by Consolidated Capital
Institutional Properties, a California limited partnership (the
"Partnership"), relating to the tender offer by Reedy River Properties, L.L.C.
(the "Purchaser") to purchase up to 45,000 of the outstanding units of limited
partnership interest ("Units") in the Partnership, at $400 per Unit, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated October 30, 1997 and the related Assignment of
Partnership Interest (which, together with any supplements or amendments,
collectively constitute the "Offer") attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with Commission by the Purchaser on October 30, 1997. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Statement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On November 4, 1997, the General Partner received correspondence (a
copy of which is attached as Exhibit (d)(1) to this Amendment No. 1) from a
real estate broker describing an unsolicited indication of interest of a
certain party in purchasing one of the Partnership's properties, The Sterling
Apartment Homes and Commerce Center located in Philadelphia, Pennsylvania, for
$40,000,000. The General Partner currently is reviewing and evaluating such
indication of potential interest in the same manner as it has historically
evaluated other unsolicited indications of interest from unknown potential
purchasers.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(d)(1) Correspondence received from Interact International, Inc.,
dated November 4, 1997, relating to a third party's
interest in The Sterling Homes and Commerce Center.
2
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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: November 25, 1997
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
By: CONCAP EQUITIES, INC.,
its General Partner
By: /s/ WILLIAM H. JARRARD, JR.
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William H. Jarrard, Jr.
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(d)(1) Correspondence received from Interact
International, Inc., dated November 4, 1997,
relating to a third party's interest
in The Sterling Homes and Commerce Center.
4
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INTERACT INTERNATIONAL, INC.
LICENSED REAL ESTATE BROKERS
1747 NW 91ST AVENUE
CORAL SPRINGS, FL 33071
(954)345-4777 FAX: (954)752-4232
November 4, 1997
Carroll D. Vinson, President
Concap Equities, Inc.
One Insignia Plaza
Greenville, SC 29602
Re: The Carlton House n/k/a The Sterling Apartments
Philadelphia, PA
Dear Carroll:
One of the worst times of my career as a real estate broker was during June,
1996 when Crescent Heights Investments, Inc. was unable to come to terms with
your company, and the subject property was taken off the market.
A major apartment owner located in Philadelphia, having known of my marketing
the property during 1996 recently inquired of my knowledge of the property. I
explained the situation as it occurred in 1996, including the renovation
program which had begun. I explained to the interested party that the buyer
in 1996 had offered less than your company's "bottom line" selling price plus
the deal offered on the renovations then expended and contracted for. I
further explained how the cost of renovations had ballooned much higher since
June of 1996, and therefore, the purchase price would be significantly higher
at this time.
I have enclosed an unsolicited offer from James D. Scully, Scully Company,
Jenkintown, PA in the amount of $40,000,000 all-cash. Apartment properties
owned by Scully Company include the following:
1500 Locust Street, Philadelphia, PA
Radnor Crossing, St. Davids, PA
DeKalb Apartments, East Norriton, PA
Fair Oaks Apartments, Horsham, PA
Hatfield Village, Hatfield, PA
Westover Club Apartments, Jeffersonville, PA
Copley Place, Philadelphia, PA
Hathaway House, Philadelphia, PA
Imperial Towers, Philadelphia, PA
Park Drive Manor, Philadelphia, PA
... and others
The potential buyer is familiar with the subject property, and your
renovation program.
Please advise your company's interest in the offer.
Sincerely yours,
INTERACT INTERNATIONAL, INC.
/s/ Nate Brussels
Nate Brussels, Broker
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[SCULLY COMPANY LETTERHEAD]
NOBLE PLAZA, 801 OLD YORK ROAD REAL ESTATE
JENKINTOWN, PENNSYLVANIA 19046
215-887-8400 FAX: 215-887-2428
October 31, 1997
Mr. Nate Brussels
Interact International, Inc.
1747 NW 91st Avenue
Coral Springs, FL 33071
RE: THE STERLING
JFK BLVD.
PHILADELPHIA, PA
Dear Nate:
Please convey our potential interest in acquiring the above captioned
property at $40 million, predicted upon our analysis of all books, records
and the property itself.
As you are aware, we are principals in and manage 1500 Locust St.,
Philadelphia, PA (610 dwelling units, 45 stories), and we managed Parktown
Place, Philadelphia, PA (1000 dwelling units) for Winthrop when they were
outsourcing management. Therefore, if Insignia is genuinely motivated to sell
the property, we can determine/confirm, without prolonged complication, the
viability to us of the subject price.
Sincerely,
/s/ James D. Scully
James D. Scully
JDS/cl
