CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2
SC 14D1/A, 1997-12-08
REAL ESTATE INVESTMENT TRUSTS
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                       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)

                              --------------------

                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
                           (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

                              --------------------

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         This Amendment No. 4 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 6, 1997,
Amendment No. 2 filed with the Commission on November 19, 1997 and Amendment
No. 3 filed with the Commission on December 1, 1997 (the "Statement") by Reedy
River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P., Insignia
Properties Trust and Insignia Financial Group, Inc., relating to the tender
offer of the Purchaser to purchase up to 300,000 of the outstanding units of
limited partnership interest (the "Units") of Consolidated Capital
Institutional Properties/2, at a purchase price of $40 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
Offer to Purchase and the Statement.


ITEM 10. ADDITIONAL INFORMATION.

         (f) The Offer has been extended to 5:00 p.m., New York time, on
Tuesday, December 9, 1997. On December 8, 1997, the Purchaser issued a press
release announcing such extension and reporting that approximately 175,248 
Units had been tendered pursuant to the Offer to date. A copy of the press
release has been filed as Exhibit (a)(7) to this Amendment No. 4 and is 
incorporated herein by reference in its entirety.


ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

         (a)(7) Text of press release issued by the Purchaser on December 8,
1997.

                                       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:  December 8, 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
           
                                       3

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                                 EXHIBIT INDEX
                                 -------------


EXHIBIT NO.                             DESCRIPTION
- -----------                             -----------

  (a)(7)     Text of press release issued by the Purchaser on December 8, 1997.





                                       4


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                                                                 EXHIBIT (a)(7)

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 8, 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 Tuesday, December 9, 1997. The offers were
previously scheduled to expire at 5:00 p.m. on Friday, December 5, 1997.

         Reedy River reported, based on information provided by the depositary
for the offers, that as of the close of business on December 5, 1997,
approximately 30,030.5 interests had been tendered pursuant to the
Consolidated Capital Institutional Properties offer and approximately 175,247.7
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.

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