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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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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)
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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. 3 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 and Amendment No. 2 filed with the Commission on November 19,
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
Friday, December 5, 1997. On December 1, 1997, the Purchaser issued a press
release announcing such extension and reporting that approximately 153,931
Units had been tendered pursuant to the Offer to date. A copy of the press
release has been filed as Exhibit (a)(6) to this Amendment No. 3 and is
incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(6) Text of press release issued by the Purchaser on December 1, 1997.
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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 1, 1997
REEDY RIVER PROPERTIES, L.L.C.
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Manager
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
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Frank M. Garrison
Executive Managing Director
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(6) Text of press release issued by the Purchaser on
December 1, 1997.
4
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EXHIBIT (A)(6)
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 1, 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 Friday, December 5, 1997. The offers were
previously scheduled to expire at 12:00 midnight on Friday, November 28, 1997.
Reedy River reported, based on information provided by the depositary
for the offers, that as of the close of business on November 28, 1997,
approximately 26,953.7 interests had been tendered pursuant to the
Consolidated Capital Institutional Properties offer and approximately
153,930.8 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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