<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
------------------------------------
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
(Name of Subject Company)
REEDY RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
INSIGNIA FINANCIAL GROUP, INC.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
------------------------------------
JEFFREY P. COHEN
SENIOR VICE PRESIDENT
INSIGNIA FINANCIAL GROUP, INC.
375 PARK AVENUE, SUITE 3401
NEW YORK, NEW YORK 10152
(212) 750-6070
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
------------------------------------
<PAGE>
AMENDMENT NO. 4 TO 14D-1/AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 4, which amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on October
30, 1997, as amended by Amendment No.1 filed with the Commission on November
19, 1997, Amendment No.2 filed with the Commission on December 2, 1997 and
Amendment No.3 filed with the Commission on December 8, 1997 (the "Schedule
14D-1") by Reedy River Properties, L.L.C. (the "Purchaser"), Insignia
Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Insignia
Financial Group, Inc. ("Insignia"), also constitutes Amendment No.8 to the
Statement on Schedule 13D of the Purchaser, IPLP, IPT, Insignia and Andrew L.
Farkas, originally filed with the Commission on December 20, 1994, as amended
by Amendment No.1 filed with the Commission on October 4, 1996, Amendment No.
2 filed with the Commission on April 25, 1997, Amendment No. 3 filed with the
Commission on August 1, 1997, Amendment No.4 filed with the Commission on
October 30, 1997, Amendment No. 5 filed with the Commission on November 19,
1997, Amendment No.6 filed with the Commission on December 1, 1997 and
Amendment No. 7 filed with the Commission on December 8, 1997 (and together
with the Schedule 14D-1, the "Schedules"). The Schedules relate to the tender
offer of the Purchaser to purchase up to 45,000 of the outstanding units of
limited partnership interest ("Units") of Consolidated Capital Institutional
Properties, at a purchase price of $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 (the "Offer to Purchase") and the related
Assignment of Partnership Interest (which, together with any supplements or
amendments, collectively constitute the "Offer"). Capitalized terms used but
not defined herein have the meanings ascribed to them in the Schedule 14D-1
and the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on
Monday, December 15, 1997. On December 10, 1997, the Purchaser issued a press
release announcing such extension and reporting that approximately 30,683
Units had been tendered pursuant to the Offer to date. A copy of the press
release has been filed as Exhibit (a)(8) to this Amendment No.4 and is
incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Text of press release issued by the Purchaser on
December 10, 1997.
2
<PAGE>
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: December 10, 1997
REEDY RIVER PROPERTIES, L.L.C.
By: /s/ JEFFREY P. COHEN
---------------------------
Jeffrey P. Cohen
Manager
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ JEFFREY P. COHEN
---------------------------
Jeffrey P. Cohen
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ JEFFREY P. COHEN
---------------------------
Jeffrey P. Cohen
Senior Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
---------------------------
Frank M. Garrison
Executive Managing Director
SOLELY FOR PURPOSES OF, AND INSOFAR AS THIS
FILING CONSTITUTES, AMENDMENT NO. 8 TO THE
STATEMENT ON SCHEDULE 13D
/s/ ANDREW L. FARKAS
----------------------------------------
By: Jeffrey P. Cohen, Attorney-in-Fact
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(8) Text of press release issued by the Purchaser on
December 10, 1997.
4
<PAGE>
EXHIBIT (a)(8)
REEDY RIVER PROPERTIES, L.L.C.
P.O. Box 19059
Greenville, SC 29602
CONTACT: Edward McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
GREENVILLE, SOUTH CAROLINA, December 10, 1997--Reedy River
Properties, L.L.C. today announced that it has extended the expiration date of
its outstanding tender offers for limited partnership interests in
Consolidated Capital Institutional Properties and Consolidated Capital
Institutional Properties/2. The expiration date for each tender offer has been
extended to 5:00 p.m., New York time, on Monday, December 15, 1997. The offers
were previously scheduled to expire at 5:00 p.m. on Tuesday, December 9, 1997.
Reedy River reported, based on information provided by the depositary
for the offers, that as of the close of business on December 9, 1997,
approximately 30,683 interests had been tendered pursuant to the Consolidated
Capital Institutional Properties offer and approximately 178,534.3 interests
had been tendered pursuant to the Consolidated Capital Institutional
Properties/2 offer.
For further information, please contact Beacon Hill Partners at
(800) 854-9486, which is acting as the Information Agent for the offers.
# # #
