<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)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 27)
Consolidated Capital Institutional Properties
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(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
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(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>
$35,009,431 $7,001.88
</TABLE>
* For purposes of calculating the fee only. This amount assumes the purchase
of 81,989.30 units of limited partnership interest of the subject
partnership for $427 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 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.
Amount Previously Paid: $7,001.88 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: May 16, 2000
[ ] 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: [X]
<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
54,543.10
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
54,543.10
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
54,543.10
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 27.40%
14. TYPE OF REPORTING PERSON
PN
<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
54,543.10
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
54,543.10
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
54,543.10
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 27.40%
14. TYPE OF REPORTING PERSON
CO
<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
116,480.60
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
116,480.60
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
116,480.60
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 58.52%
14. TYPE OF REPORTING PERSON
CO
<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
61,938.80
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
61,938.80
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
61,938.80
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 31.12%
14. TYPE OF REPORTING PERSON
PN
<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
61,938.80
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
61,938.80
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
61,938.80
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 31.12%
14. TYPE OF REPORTING PERSON
CO
<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
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,365.60
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,365.60
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.71%
14. TYPE OF REPORTING PERSON
OO
<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
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
28,832.50
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
28,832.50
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 14,48%
14. TYPE OF REPORTING PERSON
OO
<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"), originally filed with the Securities and Exchange Commission (the
Commission) on May 16, 2000, by AIMCO OP, as amended by Amendment #1 filed with
the Commission on June 14, 2000 by 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 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,
IPT, 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 on August 18, 1998, 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 Reedy River, IPLP, IPT, AIMCO OP,
AIMCO-GP, Inc. ("AIMCO-GP") and Apartment 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
<PAGE> 11
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 May 16, 2000, by Cooper
River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO and (xxvi)
Amendment No. 26, dated June 14, 2000, by Cooper River, Reedy River, AIMCO/IPT,
IPLP, AIMCO OP, AIMCO-GP and AIMCO.
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Item 8. Interest in Securities of the Subject Company.
At 5:00 p.m., New York time, on Monday, June 26, 2000, the offer expired
pursuant to its terms. A total of 4,010.20 Units, representing approximately
2.01% 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 $430.51
per Unit.
<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: July 21, 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
