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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
CONCAP EQUITIES, INC.
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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AMENDMENT NO. 3 TO SCHEDULE 14D-9
This Amendment No. 3 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 originally filed with the Commission
on July 30, 1998, as amended by Amendment No. 1 filed with the Commission on
August 17, 1998 and Amendment No. 2 filed with the Commission on October 19,
1998 (the "Statement") by Consolidated Capital Institutional Properties/2, a
California limited partnership (the "Partnership"), relating to the tender offer
by Cooper River Properties, L.L.C. (the "Purchaser") for up to 300,000 of the
outstanding units of limited partnership interest ("Units") in the Partnership,
at $50 per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 30, 1998 and the
related Assignment of Partnership Interest (which, together with any supplements
or amendments, collectively constitute the "Offer") attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Commission by the Purchaser on July 30, 1998.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Statement.
The following Items of the Statement are hereby supplemented and/or
amended as follows:
ITEM 2. TENDER OFFER OF THE BIDDER.
The Purchaser has amended its Offer pursuant to a First Supplement
dated December 15, 1998 (the "Supplement"), and thereby offers to purchase up to
300,000 of the outstanding Units at a reduced purchase price of $42 per Unit,
net to the seller in cash, without interest, upon the terms and conditions set
forth in the Offer to Purchase, the Supplement and the Assignment of Partnership
Interest. The Bidders have filed Amendment No. 10 to the Tender Offer Statement
on Schedule 14D-1 with respect to the Supplement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer has been extended to 5:00 p.m., New York time, on Thursday,
December 31, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(2) Form of Cover Letter to Limited Partners of the Partnership,
dated December 15, 1998.
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 15, 1998
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2,
a California limited partnership
By: ConCap Equities, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------------------
Patrick J. Foye
Executive Vice President
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(a)(2) Form of Cover Letter to Limited Partners of the Partnership dated December 15, 1998.
</TABLE>
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EXHIBIT (a)(2)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
December 15, 1998
Dear Limited Partner:
The General Partner has been advised that Cooper River Properties,
L.L.C. ("Cooper River"), which is an affiliate of the General Partner, has
reduced its purchase price and now seeks to purchase up to 300,000 Units for $42
per Unit (the "Offer").
Due to the affiliation between the General Partner of the Partnership
and Cooper River, the General Partner is subject to certain conflicts of
interest in connection with the response to the Offer. As a result, the
Partnership and the General Partner are remaining neutral as to whether Limited
Partners should tender their Units in response to the Offer.
Sincerely,
Consolidated Capital Institutional Properties/2
