<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 27)
Consolidated Capital Institutional Properties
---------------------------------------------
(Name of Subject Company (Issuer))
AIMCO Properties, L.P. -- Offeror
---------------------------------
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Limited Partnership Units
-------------------------
(Title of Class Securities)
None
----
(CUSIP Number of Class Securities)
Patrick J. Foye
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy To:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
<PAGE> 2
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$32,690,481.60 $6,538.10
</TABLE>
* For purposes of calculating the fee only. This amount assumes the purchase
of 77,649.60 units of limited partnership interest of the subject
partnership for $421 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.
[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.
<TABLE>
<S> <C>
Amount Previously Paid: $6,538.10 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: August 11, 2000
</TABLE>
[ ] 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
[ ] going-private transaction subject to Rule 13e-3
[X] 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
<PAGE> 3
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
81,204.30 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
81,204.30 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,204.30 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.58%
14. TYPE OF REPORTING PERSON
PN
3
<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
81,204.30 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
81,204.30 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,204.30 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.58%
14. TYPE OF REPORTING PERSON
CO
4
<PAGE> 5
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
121,402.40 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
121,402.40 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,402.40 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 61.38%
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
INSIGNIA PROPERTIES, L.P.
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
61,938 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
61,938 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,938 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.80%
14. TYPE OF REPORTING PERSON
PN
6
<PAGE> 7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO/IPT, 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
61,938 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
61,938 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,938 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.80%
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
COOPER RIVER PROPERTIES, L.L.C.
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
11,365.60 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,365.60 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,365.60 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.65%
14. TYPE OF REPORTING PERSON
OO
8
<PAGE> 9
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
REEDY RIVER PROPERTIES, L.L.C.
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
28,832.50 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
28,832.50 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,832.50 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 14.34%
14. TYPE OF REPORTING PERSON
OO
9
<PAGE> 10
AMENDMENT NO. 2 TO TENDER OFFER STATEMENT/
AMENDMENT NO. 27 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) amendment No. 2 to the
Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO
OP"), relating to an offer to purchase units of limited partnership interest
("Units") of Consolidated Capital Institutional Properties (the "Partnership");
and (b) Amendment No. 27 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 October 4, 1996, by Insignia,
Liquidity Assistance, L.L.C. ("Liquidity Assistance"), Market Ventures, L.L.C.
("Market Ventures") and Andrew L. Farkas, (ii) Amendment No. 2, filed with the
Commission on April 25, 1997, by Insignia, Insignia Properties, L.P. ("IPLP"),
Insignia Properties Trust ("IPT") and Andrew L. Farkas, (iii) Amendment No. 3,
filed with the Commission on August 1, 1997, by Insignia, IPLP, IPT and Andrew
L. Farkas, (iv) Amendment No. 4, filed with the Commission on October 30, 1997,
by Reedy River Properties, L.L.C. ("Reedy River"), Insignia, IPLP, IPT and
Andrew L. Farkas, (v) Amendment No. 5, filed with the Commission on November 19,
1997, by Reedy River, IPLP, ITP, Insignia and Andrew L. Farkas, (vi) Amendment
No. 6, filed with the Commission on December 2, 1997, by Reedy River, IPLP, IPT,
Insignia and Andrew L. Farkas, (vii) Amendment No. 7, filed with the Commission
on December 8, 1997, by Reedy River, IPLP, IPT, Insignia and Andrew L. Farkas,
(viii) Amendment No. 8, filed with the Commission on December 10, 1997, by Reedy
River, IPLP, IPT, Insignia and Andrew L. Farkas, (ix) Amendment No. 9, filed
with the Commission on December 16, 1997, by Reedy River, IPLP, IPT, Insignia
and Andrew L. Farkas, (x) Amendment No. 10, filed with the Commission on March
5, 1998, by Reedy River, IPLP, IPT, Insignia and Andrew L. Farkas, (xi)
Amendment No. 11, filed with the Commission on July 30,1998, by Cooper River
Properties, L.L.C. ("Cooper River"), IPLP, IPT, Insignia and Andrew L. Farkas,
(xii) Amendment No. 12, filed with the Commission on August 18, 1998, by Cooper
River, IPLP, IPT, Insignia and Andrew L. Farkas, (xiii) Amendment No. 13, filed
with the Commission on August 27, 1998, by Cooper River, IPLP, IPT, Insignia and
Andrew L. Farkas, (xiv) Amendment No. 14, filed with the Commission on September
2, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (xv)
Amendment No. 15, filed with the Commission by Cooper River, IPLP, IPT, Insignia
and Andrew L. Farkas, (xvi) Amendment No. 16, filed with the Commission by
Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (xvii) Amendment No. 17,
filed with the Commission on October 26, 1998, by River, IPLP, IPT, AIMCO OP,
AIMCO-GP, Inc. ("AIMCO-GP") and Investment and Management Company ("AIMCO"),
(xviii) Amendment No. 18, filed with the Commission on January 22, 1999, by
Cooper River, Reedy River, IPLP, IPT, AIMCO OP AIMCO-GP and AIMCO, (xix)
Amendment No. 19, filed with the Commission on June 10, 1999, by Cooper River,
Reedy River, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO,
(xx) Amendment No. 20, filed with the Commission on July 8, 1999, by Cooper
River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxi)
Amendment No. 21, filed in the Commission on July 30, 1999, by Cooper River,
Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxii) Amendment No.
22, filed with the Commission on November 22, 1999 by Cooper River, Reedy River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxiii) Amendment No. 23, dated
December 16, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, (xxiv) Amendment No. 24, dated January 10, 2000, by Cooper
River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxv)
Amendment No. 25, dated August 10, 2000, by Cooper River, Reedy River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO and (4402) Amendment No. 26, dated
August 22, 2000, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO.
10
<PAGE> 11
----------
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated August 10, 2000. (Previously
filed.)
(a)(2) Letter of Transmittal and related Instructions.
(Previously filed.)
(a)(3) Letter, dated August 10, 2000, from AIMCO OP to the
limited partners of the Partnership. (Previously
filed.)
(a)(4) Letter, dated August 15, 2000, from AIMCO OP to the
limited partners of the Partnership. (Previously
filed.)
(a)(5) Supplement to Offer to Purchase, dated September 8,
2000.
(a)(6) Letter, dated August 30, 2000, from AIMCO OP to the
limited partners of the Partnership.
(a)(7) Press release, dated September 5, 2000.
(b)(1) Credit Agreement (Secured Revolving Credit Facility),
dated as of August 16, 1999, among AIMCO Properties,
L.P., Bank of America, Bank Boston, N.A., and First
Union National Bank. (Exhibit 10.1 to AIMCO's Current
Report on Form 8-K, dated August 16, 1999, is
incorporated herein by this reference.)
(b)(2) Amended and Restated Credit Agreement, dated as of
March 15, 2000, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National
Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s Annual
Report on Form 10-K for the year ended December 31,
1999, is incorporated herein by this reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated
Credit Agreement, dated as of April 14, 2000, among
AIMCO Properties, L.P., Bank of America, as
Administrative Agent, and U.S. Bank National
Association, as Lender. (Exhibit 10.4 to AIMCO's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, is incorporated herein by this
reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated November 15, 1999,
among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Reedy
River and Cooper River. (Previously filed.)
11
<PAGE> 12
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.
Date: September 8, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
---------------------------
Executive Vice President
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
---------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
---------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
---------------------------
Executive Vice President
REEDY RIVER PROPERTIES, L.L.C.
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
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated August 10, 2000. (Previously filed.)
(a)(2) Letter of Transmittal and related Instructions. (Previously filed.)
(a)(3) Letter, dated August 10, 2000, from AIMCO OP to the limited partners of the Partnership.
(Previously filed.)
(a)(4) Letter, dated August 15, 2000, from AIMCO OP to the limited partners of the Partnership.
(Previously filed)
(a)(5) Supplement to Offer to Purchase, dated September 8, 2000.
(a)(6) Letter, dated August 30, 2000, from AIMCO OP to the limited partners of the Partnership.
(a)(7) Press release, dated September 5, 2000.
(b)(1) Credit Agreement (Secured Revolving Credit Facility), dated as of August 16, 1999,
among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union
National Bank. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated August 16,
1999, is incorporated herein by this reference.)
(b)(2) Amended and Restated Credit Agreement, dated as of March 15, 2000, among AIMCO
Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank.
(Exhibit 10.20 to AIMCO Properties, L.P.'s Annual Report on Form 10-K for the year
ended December 31, 1999, is incorporated herein by this reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated Credit Agreement, dated as of
April 14, 2000, among AIMCO Properties, L.P., Bank of America, as Administrative
Agent, and U.S. Bank National Association, as Lender. (Exhibit 10.4 to AIMCO's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, is incorporated
herein by this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated November 15, 1999, among AIMCO, AIMCO-GP, AIMCO OP,
AIMCO/IPT, IPLP, Reedy River and Cooper River. (Previously filed.)
</TABLE>
