<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
------------------------------
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
(Name of Subject Company)
COOPER 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
------------------------------
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
Transaction Valuation*: $15,000,000 Amount of Filing Fee: $3,000
- -------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the purchase
of 300,000 units of limited partnership interest ("Units") of the subject
partnership for $50 per Unit. The amount of the filing fee, calculated in
accordance with Section 14(g)(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 bidders.
[ ] Check 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: Not Applicable Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
- -------------------------------------------------------------------------------
<PAGE>
- ---------------------- -------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 2
- ---------------------- -------------------
- -------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
COOPER RIVER PROPERTIES, L.L.C.
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
AF
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
|_|
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
185,108
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
|_|
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
20.4%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
OO
- -------------------------------------------------------------------------------
<PAGE>
- ---------------------- -------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 3
- ---------------------- -------------------
- -------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
INSIGNIA PROPERTIES, L.P.
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
WC
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
|_|
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
185,108
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
|_|
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
20.4%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
PN
- -------------------------------------------------------------------------------
<PAGE>
- ---------------------- -------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 4
- ---------------------- -------------------
- -------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
INSIGNIA PROPERTIES TRUST
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
NOT APPLICABLE
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
|_|
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
MARYLAND
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
185,108
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
|_|
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
20.4%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
OO
- -------------------------------------------------------------------------------
<PAGE>
- ---------------------- -------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 5
- ---------------------- -------------------
- -------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
INSIGNIA FINANCIAL GROUP, INC.
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
NOT APPLICABLE
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
|_|
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
185,108
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
|_|
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
20.4%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
CO
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<PAGE>
- ---------------------- -------------------
CUSIP No. NONE 14D-1 AND 13D/A Page 6
- ---------------------- -------------------
- -------------------------------------------------------------------------------
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
ANDREW L. FARKAS
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
NOT APPLICABLE
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
|_|
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
UNITED STATES
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
185,108
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
|_|
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
20.4%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
IN
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1/AMENDMENT NO. 1 TO SCHEDULE 13D
This Tender Offer Statement on Schedule 14D-1 (the "Statement") also
constitutes Amendment No. 1 to the Statement on Schedule 13D previously filed
by Reedy River Properties, L.L.C., Insignia Properties, L.P. ("IPLP"), Insignia
Properties Trust ("IPT"), Insignia Financial Group, Inc. ("Insignia") and
Andrew L. Farkas in connection with their beneficial ownership of Units (as
defined below). The item numbers and responses thereto set forth below are in
accordance with the requirements of Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Consolidated Capital
Institutional Properties/2, a California limited partnership (the
"Partnership"). The address of the Partnership's principal executive offices is
One Insignia Financial Plaza, Greenville, South Carolina 29602.
(b) This Statement relates to an offer by Cooper River Properties,
L.L.C., a Delaware limited liability company (the "Purchaser"), to purchase up
to 300,000 of the outstanding units of limited partnership interest ("Units")
of the Partnership at a purchase price of $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 (the "Offer to Purchase") and the related
Assignment of Partnership Interest (which, together with any supplements or
amendments, collectively constitute the "Offer"), copies of which are filed as
Exhibits (a)(1) and (a)(2) hereto, respectively. The information set forth in
the Offer to Purchase under "Introduction" is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase in Section 13
("Background of the Offer") is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by the Purchaser, IPLP, IPT
and Insignia (collectively, the "Bidders"), and solely, insofar as the filing
also constitutes Amendment No. 1 to the Schedule 13D, by Mr. Farkas. The
information set forth in the Offer to Purchase under "Introduction," in Section
11 ("Certain Information Concerning the Purchaser, IPLP, IPT and Insignia") and
in Schedules II, III and IV to the Offer to Purchase is incorporated herein by
reference.
(e)-(f) During the last five years, none of the Bidders nor, to the
best of their knowledge, any of the persons listed in Schedules II, III and IV
to the Offer to Purchase (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining further violations of or prohibiting activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 10 ("Conflicts of Interest and Transactions with
Affiliates") and in Section 13 ("Background of the Offer") is incorporated
herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase in Section 10
("Conflicts of Interest and Transactions with Affiliates") and in Section 12
("Source of Funds") is incorporated herein by reference.
(b)-(c) Not applicable.
7
<PAGE>
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(b), (e) The information set forth in the Offer to Purchase under
"Introduction" and in Section 8 ("Future Plans of Insignia, IPT and the
Purchaser") is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase in Section 8
("Future Plans of Insignia, IPT and the Purchaser"), in Section 10 ("Conflicts
of Interest and Transactions with Affiliates") and in Section 13 ("Background
of the Offer") is incorporated herein by reference.
(d) Not applicable.
(f)-(g) The information set forth in the Offer to Purchase in Section
7 ("Effects of the Offer") is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 11 ("Certain Information Concerning the Purchaser,
IPLP, IPT and Insignia") and in Schedule I to the Offer to Purchase is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Offer to Purchase under
"Introduction," in Section 7 ("Effects of the Offer"), Section 10 ("Conflicts
of Interest and Transactions with Affiliates"), Section 11 ("Certain
Information Concerning the Purchaser, IPLP, IPT and Insignia") and Section 13
("Background of the Offer") is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Offer to Purchase under
"Introduction" and in Section 16 ("Fees and Expenses") is incorporated herein
by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in the Offer to Purchase in Section 11
("Certain Information Concerning the Purchaser, IPLP, IPT and Insignia") is
incorporated herein by reference. In addition, the following are expressly
incorporated in this Statement by reference: (i) the audited financial
statements of Insignia set forth at Part I-Item 8 of Insignia's Annual Report
on Form 10-K for the year ended December 31, 1997, which is on file with the
Commission; and (ii) the unaudited financial statements of Insignia set forth
at Part I-Item 1 of Insignia's Quarterly Report on Form 10-Q/A for the period
ended March 31, 1998, which is on file with the Commission.
ITEM 10. ADDITIONAL INFORMATION.
(a) Not applicable.
(b)-(d) The information set forth in the Offer to Purchase in Section
15 ("Certain Legal Matters") is incorporated herein by reference.
(e) None.
(f) The information set forth in the Offer to Purchase and the related
Assignment of Partnership Interest, copies of which are filed as Exhibits
(a)(1) and (a)(2) hereto, respectively, is incorporated herein by reference in
its entirety.
8
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
(a)(1) Offer to Purchase, dated July 30, 1998.
(a)(2) Assignment of Partnership Interest and Related Instructions.
(a)(3) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(4) Cover Letter, dated July 30, 1998, from the Purchaser to the Limited Partners of the
Partnership.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Summaries of appraisals referred to in the Offer to Purchase in Section 13
("Background of the Offer").
(z)(2) Agreement of Joint Filing, dated July 30, 1998, among the Purchaser, IPLP, IPT,
Insignia and Andrew L. Farkas.
</TABLE>
9
<PAGE>
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: July 30, 1998
COOPER RIVER PROPERTIES, L.L.C. INSIGNIA FINANCIAL GROUP, INC.
By: /s/ JEFFREY P. COHEN By: /s/ FRANK M. GARRISON
------------------------- -------------------------------
Jeffrey P. Cohen Frank M. Garrison
Manager Executive Managing Director
INSIGNIA PROPERTIES, L.P. SOLELY FOR PURPOSES OF, AND INSOFAR
AS THIS FILING CONSTITUTES, AMENDMENT
By: Insignia Properties Trust, NO. 1 TO THE STATEMENT ON SCHEDULE
its General Partner 13D
By: /s/ JEFFREY P. COHEN /s/ ANDREW L. FARKAS
------------------------- -------------------------------
Jeffrey P. Cohen ANDREW L. FARKAS
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ JEFFREY P. COHEN
------------------------
Jeffrey P. Cohen
Senior Vice President
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Jeffrey P. Cohen his true and lawful
attorney-in-fact and agent to sign in any and all capacities this Amendment No.
1 and all further amendments to the Statement on Schedule 13D and to file the
same with all exhibits thereto and other documents in connection therewith with
the Securities and Exchange Commission, granting to such attorney-in-fact and
agent full power and authority to do all such other acts and execute all such
other documents as he may deem necessary or desirable in connection with the
foregoing, as fully as the undersigned might or could do in person, hereby
ratifying and confirming that such attorney-in-fact and agent may lawfully do
or cause to be done by virtue hereof.
/s/ ANDREW L. FARKAS
- -----------------------------
Andrew L. Farkas
Dated: July 30, 1998
10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated July 30, 1998.
(a)(2) Assignment of Partnership Interest and Related Instructions.
(a)(3) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(4) Cover Letter, dated July 30, 1998, from the Purchaser to the Limited
Partners of the Partnership.
(z)(1) Summaries of appraisals referred to in the Offer to Purchase in Section 13
("Background of the Offer").
(z)(2) Agreement of Joint Filing, dated July 30, 1998, among the Purchaser,
IPLP, IPT, Insignia and Andrew L. Farkas.
</TABLE>
11
<PAGE>
Offer to Purchase for Cash
Up to 300,000 Units of Limited Partnership Interest
in
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2,
a California limited partnership
for
$50 Net Per Unit
by
COOPER RIVER PROPERTIES, L.L.C.
- -------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, ON AUGUST 26,
1998, UNLESS THE OFFER IS EXTENDED.
- -------------------------------------------------------------------------------
IMPORTANT
Cooper River Properties, L.L.C., a Delaware limited liability company
(the "Purchaser"), is offering to purchase up to 300,000 of the outstanding
units of limited partnership interest ("Units") in Consolidated Capital
Institutional Properties/2, a California limited partnership (the
"Partnership"), at a purchase price of $50 per Unit (the "Purchase Price"), net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in this Offer to Purchase and in the related Assignment of
Partnership Interest (which, together with any supplements or amendments,
collectively constitute the "Offer"). The Purchase Price is subject to
adjustment under certain circumstances, as described herein. Holders of Units
(each, a "Limited Partner") who tender their Units in response to the Offer
will not be obligated to pay any commissions or partnership transfer fees. The
Purchaser is an affiliate of ConCap Equities, Inc., which is the general
partner of the Partnership (the "General Partner").
Limited Partners are urged to consider the following factors:
o The Purchaser and the General Partner are both affiliates of
and controlled by Insignia Properties Trust ("IPT"), which is
controlled by Insignia Financial Group, Inc. ("Insignia").
IPT, through its operating partnership Insignia Properties,
L.P. ("IPLP"), currently owns 185,108 Units (including
168,737 Units which were originally acquired by an affiliate
of the General Partner and Insignia, at a purchase price of
$40 per Unit pursuant to a tender offer commenced in October
1997).
o The net asset value per Unit most recently estimated by the
General Partner was $82 as of June 30, 1998, and the net
liquidation value per Unit (the "Estimated Liquidation
Value") estimated by the Purchaser (which is an affiliate of
the General Partner) in connection with the Offer is $82.94.
The Purchaser does not believe, however, that either the
General Partner's net asset value estimate or the Estimated
Liquidation Value represents a fair estimate of the market
value of a Unit, primarily due to the fact that such
estimates do not take into account timing considerations,
market uncertainties and legal and other expenses that would
be incurred in connection with a liquidation of the
Partnership. See Section 13. Accordingly, the Purchaser does
not believe that such estimates should be viewed as
representative of the amount a Limited Partner can
realistically expect to obtain on a sale of a Unit in the
near term.
<PAGE>
o The Purchaser will have the right to vote all Units acquired
pursuant to the Offer. If the Purchaser (which is an
affiliate of the General Partner) is successful in acquiring
more than 269,459 Units, IPT will own in excess of 50% of the
total Units outstanding and, accordingly, will be able to
control the outcome of all voting decisions with respect to
the Partnership, including decisions regarding liquidation,
amendments to the Limited Partnership Agreement, removal and
replacement of the General Partner and mergers,
consolidations and other extraordinary transactions. Even if
the Purchaser acquires a lesser number of Units pursuant to
the Offer, however, because IPT already owns (through IPLP)
approximately 20.4% of the outstanding Units it will be able
to significantly influence the outcome of all voting
decisions with respect to the Partnership.
o The Purchaser (which is an affiliate of the General Partner)
is making the Offer with a view to making a profit.
Accordingly, there is a conflict between the desire of the
Purchaser (which is an affiliate of the General Partner) to
purchase Units at a low price and the desire of the Limited
Partners to sell their Units at a high price.
THE OFFER IS NOT CONDITIONED ON FINANCING OR UPON ANY MINIMUM
AGGREGATE NUMBER OF UNITS BEING TENDERED.
----------------------------------------
Any Limited Partner desiring to tender Units should complete and sign
the Assignment of Partnership Interest in accordance with the Instructions to
the Assignment of Partnership Interest and mail or deliver the signed
Assignment of Partnership Interest to the Depositary. A Limited Partner may
tender any or all of the Units owned by that Limited Partner; provided,
however, that because of restrictions in the Partnership's Limited Partnership
Agreement, a partial tender of Units must be for a minimum of twenty Units
(other than Limited Partners who hold Units in an Individual Retirement Account
or Keogh Plan). Tenders of fractional Units will not be permitted, except by a
Limited Partner who is tendering all of the Units owned by that Limited
Partner.
Questions and requests for assistance or for additional copies of this
Offer to Purchase and the Assignment of Partnership Interest may be directed to
the Information Agent at the address and telephone numbers set forth below and
on the back cover of this Offer to Purchase. No soliciting dealer fees or other
payments to brokers for tenders are being paid by the Purchaser (which is an
affiliate of the General Partner).
----------------------------------------
For More Information or for Further Assistance Please Call:
Beacon Hill Partners, Inc.
at
(800) 854-9486
July 30, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION.................................................................................................... 1
The Purchaser; Affiliation with the General Partner......................................................... 1
Some Factors to Be Considered by Limited Partners........................................................... 2
Reasons for and Effects of the Offer........................................................................ 3
Certain Tax Considerations.................................................................................. 4
Originally Anticipated Term of the Partnership; General Policy Regarding Sales
and Refinancings of Partnership Properties; Alternatives........................................... 4
Conditions.................................................................................................. 5
Distributions............................................................................................... 5
Outstanding Units........................................................................................... 6
THE OFFER....................................................................................................... 7
Section 1. Terms of the Offer; Expiration Date; Proration.................................................. 7
Section 2. Acceptance for Payment and Payment for Units.................................................... 8
Section 3. Procedure for Tendering Units................................................................... 8
Valid Tender............................................................................................ 8
Signature Requirements.................................................................................. 9
Delivery of Assignment of Partnership Interest.......................................................... 9
Appointment as Proxy; Power of Attorney................................................................. 9
Assignment of Interest in Future Distributions.......................................................... 10
Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation
to Give Notice of Defects.......................................................................... 10
Backup Federal Income Tax Withholding................................................................... 10
FIRPTA Withholding...................................................................................... 10
Binding Obligation...................................................................................... 10
Section 4. Withdrawal Rights............................................................................... 10
Section 5. Extension of Tender Period; Termination; Amendment.............................................. 11
Section 6. Certain Federal Income Tax Matters.............................................................. 11
General................................................................................................. 11
Gain or Loss Generally.................................................................................. 12
Unrealized Receivables and Certain Inventory............................................................ 12
Passive Activity Loss Limitation........................................................................ 13
Partnership Termination................................................................................. 13
Backup Withholding and FIRPTA Withholding............................................................... 13
Section 7. Effects of the Offer............................................................................ 14
Limitations on Resales.................................................................................. 14
Effect on Trading Market; Registration Under Section 12(g) of the Exchange Act.......................... 14
Control of Limited Partner Voting Decisions by Purchaser; Effect of Relationship
with General Partner............................................................................... 14
Section 8. Future Plans of Insignia, IPT and the Purchaser................................................. 15
Section 9. Certain Information Concerning the Partnership and CCEP/2....................................... 16
General................................................................................................. 16
Originally Anticipated Term of Partnership; Alternatives................................................ 16
General Policy Regarding Sales and Refinancings of Partnership Properties............................... 17
Selected Financial and Property-Related Data............................................................ 17
Cash Distributions History.............................................................................. 21
Operating Budgets of the Partnership and CCEP/2......................................................... 21
Section 10. Conflicts of Interest and Transactions with Affiliates......................................... 21
Conflicts of Interest with Respect to the Offer......................................................... 21
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Voting by the Purchaser................................................................................. 22
Financing Arrangements.................................................................................. 22
Transactions with Affiliates............................................................................ 22
Section 11. Certain Information Concerning the Purchaser, IPLP, IPT and Insignia........................... 23
The Purchaser........................................................................................... 23
IPT and IPLP............................................................................................ 23
Insignia................................................................................................ 25
Section 12. Source of Funds................................................................................ 27
Section 13. Background of the Offer........................................................................ 28
Affiliation With the General Partner.................................................................... 28
General Partner's Affiliation with CCEP/2............................................................... 29
Previous Tender Offer................................................................................... 29
Determination of Purchase Price......................................................................... 29
Section 14. Conditions of the Offer........................................................................ 37
Section 15. Certain Legal Matters.......................................................................... 38
General................................................................................................. 38
Antitrust............................................................................................... 38
Margin Requirements..................................................................................... 38
Section 16. Fees and Expenses.............................................................................. 38
Section 17. Miscellaneous.................................................................................. 39
SCHEDULE I - Transactions in the Units Effected by IPLP in the Past 60 Days................................S-1
SCHEDULE II - Information Regarding the Managers of the Purchaser...........................................S-2
SCHEDULE III - Information Regarding the Trustees and Executive Officers of IPT..............................S-3
SCHEDULE IV - Information Regarding the Directors and Executive Officers of Insignia........................S-5
SCHEDULE V - IPT Partnerships..............................................................................S-8
</TABLE>
ii
<PAGE>
TO THE LIMITED PARTNERS OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
INTRODUCTION
Cooper River Properties, L.L.C. (the "Purchaser"), which is a Delaware
limited liability company and an affiliate of the General Partner (as defined
below), hereby offers to purchase up to 300,000 of the outstanding units of
limited partnership interest ("Units"), representing approximately 33% of the
Units outstanding, in Consolidated Capital Institutional Properties/2, a
California limited partnership (the "Partnership"), at a purchase price of $50
per Unit (the "Purchase Price"), net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the related Assignment of Partnership Interest (which, together
with any supplements or amendments, collectively constitute the "Offer"). The
Offer is not conditioned on any aggregate minimum number of Units being
tendered. A Limited Partner may tender any or all of the Units owned by that
Limited Partner; provided, however, that because of restrictions in the
Partnership's Limited Partnership Agreement (the "Limited Partnership
Agreement"), a partial tender of Units must be for a minimum of twenty Units
(other than Limited Partners who hold Units in an Individual Retirement Account
("IRA") or Keogh Plan). Accordingly, any Limited Partner that owns twenty or
fewer Units (other than Limited Partners who hold Units in an IRA or Keogh
Plan) must tender all or none of its Units. Tenders of fractional Units will
not be permitted, except by a Limited Partner who is tendering all of the Units
owned by that Limited Partner. The Purchaser (which is an affiliate of the
General Partner) will pay all charges and expenses of Beacon Hill Partners,
Inc., who will serve as the Purchaser's information agent for the Offer (the
"Information Agent"), and Harris Trust Company of New York, who will act as
depositary for the Offer (the "Depositary").
The Purchaser; Affiliation with the General Partner. ConCap Equities,
Inc., which is the general partner of the Partnership (the "General Partner"),
is a wholly-owned subsidiary of Insignia Properties Trust, a Maryland real
estate investment trust ("IPT"). The Purchaser is a newly-formed, wholly-owned
subsidiary of Insignia Properties, L.P., a Delaware limited partnership
("IPLP"), which is the operating partnership of IPT. IPT is the sole general
partner of IPLP (owning approximately 66% of the total equity interests in
IPLP), and Insignia Financial Group, Inc., a Delaware corporation ("Insignia"),
is the sole limited partner of IPLP (owning approximately 34% of the total
equity interests in IPLP). Insignia and its affiliates also own approximately
68% of the outstanding common shares of IPT. The Partnership owns a debt
obligation (the "Loan") owed by Consolidated Capital Equity Partners/Two, L.P.,
a California limited partnership ("CCEP/2"), in respect of amounts previously
borrowed from the Partnership by CCEP/2 and a predecessor partnership of
CCEP/2. The Loan is secured by mortgages or deeds of trust on real properties
owned by CCEP/2. ConCap Holdings, Inc., a Texas corporation ("ConCap
Holdings"), is the sole general partner of CCEP/2 and a wholly owned subsidiary
of the General Partner. See Sections 9 and 13. For more than the past three
years, Insignia Residential Group, L.P. ("IRG") and Insignia Commercial Group,
Inc. ("ICG"), which are affiliates of Insignia and the Purchaser, have provided
property management services to the Partnership (until the sale of the
Partnership's sole remaining property in 1996) and CCEP/2, and Insignia
(directly or through affiliates) has performed asset management, partnership
administration and investor relations services for the Partnership and CCEP/2.
By reason of these relationships, the General Partner has conflicts of interest
in considering the Offer. The General Partner has indicated in a Statement on
Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and Exchange
Commission (the "Commission") that it is remaining neutral and making no
recommendation as to whether Limited Partners should tender their Units in
response to the Offer. LIMITED PARTNERS ARE URGED TO READ THIS OFFER TO
PURCHASE AND THE RELATED MATERIALS AND THE SCHEDULE 14D-9 CAREFULLY AND IN
THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS. See Sections 10
and 13.
<PAGE>
Some Factors to Be Considered by Limited Partners. In considering the
Offer, Limited Partners may wish to consider the following factors:
Potential Adverse Aspects of the Offer for Limited Partners
o The Purchaser, the General Partner and ConCap Holdings (which
is the general partner of CCEP/2) are affiliates of and
controlled by IPT, which is controlled by Insignia. The
General Partner has conflicts of interest in considering the
Offer, including (i) as a result of the fact that a sale or
liquidation of the Partnership's and CCEP/2's assets would
result in a decrease or elimination of the fees paid to the
General Partner and/or its affiliates and (ii) the fact that
as a consequence of the Purchaser's ownership of Units, the
Purchaser (which is an affiliate of the General Partner) may
have incentives to seek to maximize the value of its
ownership of Units, which in turn may result in a conflict
for the General Partner in attempting to reconcile the
interests of the Purchaser (which is an affiliate of the
General Partner) with the interests of the other Limited
Partners. See Section 10.
o The net asset value per Unit most recently estimated by the
General Partner was $82 as of June 30, 1998, and the net
liquidation value per Unit (the "Estimated Liquidation
Value") estimated by the Purchaser (which is an affiliate of
the General Partner) in connection with the Offer is $82.94.
See Section 13 for a discussion of why the Purchaser (which
is an affiliate of the General Partner) believes that such
estimates are not necessarily indicative of the fair market
value of a Unit. THE PURCHASER (WHICH IS AN AFFILIATE OF THE
GENERAL PARTNER) MAKES NO REPRESENTATION AND EXPRESSES NO
OPINION AS TO THE FAIRNESS OR ADEQUACY OF THE PURCHASE PRICE.
o As with any rational investment decision, the Purchaser
(which is an affiliate of the General Partner) is making the
Offer with a view to making a profit. Accordingly, there is a
conflict between the desire of the Purchaser (which is an
affiliate of the General Partner) to purchase Units at a low
price and the desire of the Limited Partners to sell their
Units at a high price.
o If the Purchaser is successful in acquiring more than 269,459
Units pursuant to the Offer, IPT (which is an affiliate of
the General Partner) will own in excess of 50% of the total
Units outstanding and, accordingly, will be able to control
the outcome of all voting decisions with respect to the
Partnership, including decisions concerning liquidation,
amendments to the Limited Partnership Agreement, removal and
replacement of the General Partner and mergers,
consolidations and other extraordinary transactions. Even if
the Purchaser acquires a lesser number of Units pursuant to
the Offer, however, because IPT already owns (through IPLP)
approximately 20.4% of the outstanding Units it will be able
to significantly influence the outcome of all voting
decisions with respect to the Partnership. This means that
(i) non-tendering Limited Partners could be prevented from
taking action they desire but that IPT (which is an affiliate
of the General Partner) opposes and (ii) IPT (which is an
affiliate of the General Partner) may be able to take action
desired by IPT but opposed by the non-tendering Limited
Partners.
Potentially Beneficial Aspects of the Offer for Limited Partners
o Although there are some limited resale mechanisms available
to Limited Partners wishing to sell their Units, there is no
formal trading market for Units. At present, Limited Partners
may seek to negotiate private sales or sales through a
trading system such as the American Partnership Board, which
publishes sell offers by Limited Partners in respect of
Units. Accordingly, THE OFFER AFFORDS LIMITED PARTNERS AN
OPPORTUNITY TO DISPOSE OF THEIR UNITS FOR CASH WHICH
OTHERWISE MIGHT NOT BE AVAILABLE TO THEM.
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<PAGE>
o THE OFFER MAY BE ATTRACTIVE TO LIMITED PARTNERS WHO HAVE AN
IMMEDIATE NEED FOR CASH. The Purchase Price is approximately
14% greater than the highest reported secondary market sales
price of any Unit during the past six months (based on
published information and information provided by the General
Partner). However, reported secondary market sales prices do
not take into account commissions and transfer fees typically
payable by a Limited Partner in connection with a secondary
market sale. Therefore, the actual proceeds received by a
Limited Partner who sells Units in the secondary market are
typically significantly less than the reported sales prices.
o LIMITED PARTNERS WHO SELL UNITS PURSUANT TO THE OFFER WILL
NOT BE CHARGED ANY SALES COMMISSIONS (WHICH GENERALLY RANGE
FROM 3% TO 10% OF THE SALES PRICE) OR PARTNERSHIP TRANSFER
FEES (WHICH ARE TYPICALLY $100 PER TRANSFER). The Purchaser
will pay all transfer fees imposed by the Partnership in
connection with sales of Units pursuant to the Offer.
o Real estate markets in the United States generally have
recovered and experienced an upward trend since the end of
the last recession. That recovery and upward trend might
continue. On the other hand, real estate markets also may be
adversely affected by a variety of factors, including
possible fluctuations in interest rates, economic slowdowns
and overbuilding. Accordingly, ownership of Units continues
to be a speculative investment. THE OFFER MAY PROVIDE LIMITED
PARTNERS WITH THE OPPORTUNITY TO LIQUIDATE THEIR INTERESTS IN
THE PARTNERSHIP AND REPLACE THEM WITH INVESTMENTS THAT ARE
LESS SPECULATIVE.
o The Offer may be attractive to Limited Partners who wish to
avoid in the future the expenses, delays and complications in
filing personal income tax returns which may be caused by
ownership of Units. In addition, A LIMITED PARTNER WHO SELLS
100% OF ITS UNITS PURSUANT TO THE OFFER WILL NO LONGER BE
SUBJECT TO THE PASSIVE ACTIVITY LOSS LIMITATION WITH RESPECT
TO "SUSPENDED" LOSSES ATTRIBUTABLE TO THOSE UNITS AND,
THEREFORE, WILL BE ABLE TO UTILIZE FULLY ANY SUCH LOSSES.
o The Offer may be attractive to those Limited Partners who
have become disenchanted with real estate investments
generally, and in particular with the perceived illiquidity
of investments made through limited partnerships, because it
may afford an immediate opportunity for those Limited
Partners to liquidate their investments in the Partnership.
On the other hand, Limited Partners who tender their Units
will be giving up the opportunity to participate in any
potential future benefits represented by the ownership of
those Units, including, for example, the right to participate
in any future distributions of cash or property, whether from
operations, the proceeds of a sale or refinancing of one or
more of the CCEP/2 Properties (as defined below) or in
connection with any future liquidation of the Partnership.
Instead, any such distributions of cash or property with
respect to Units tendered in the Offer and purchased by the
Purchaser will be paid to the Purchaser.
The Purchaser (which is an affiliate of the General Partner) makes no
recommendation to any Limited Partner as to whether to tender or refrain from
tendering Units and has been advised by the General Partner that the General
Partner also expects to make no recommendation. Each Limited Partner must make
its own decision, based on the Limited Partner's particular circumstances, as
to whether to tender Units and, if so, how many Units to tender. Limited
Partners should consult with their respective advisors regarding the financial,
tax, legal and other implications of accepting the Offer. LIMITED PARTNERS ARE
URGED TO READ THIS OFFER TO PURCHASE AND THE RELATED MATERIALS CAREFULLY AND IN
THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.
Reasons for and Effects of the Offer. The Purchaser's purpose in
making the Offer is to increase IPT's equity interest in the Partnership,
primarily for investment purposes and with a view to making a profit. If the
Purchaser (which is an affiliate of the General Partner) is successful in
acquiring more than 269,459 Units pursuant to the Offer, IPT will own in excess
of 50% of the total Units outstanding and, accordingly, will be able to control
the outcome of all votes by Limited Partners. Even if the Purchaser acquires a
lesser number of Units pursuant to the Offer, however, because IPT already owns
(through IPLP) approximately 20.4% of the outstanding Units
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<PAGE>
it will be able to significantly influence the outcome of all voting decisions
with respect to the Partnership. See Sections 8, 10 and 13.
Certain Tax Considerations. A sale by a Limited Partner pursuant to
the Offer will result in taxable gain (or loss) equal to the excess (deficit)
of the amount realized by the Limited Partner for the Units sold over (under)
such Limited Partner's adjusted tax basis in those Units, which may be taxable
as ordinary income or loss, capital gain or loss or gain from real estate
depreciation recapture. Limited Partners who have suspended "passive losses"
from the Partnership or other passive activity investments generally may deduct
these losses up to the amount of gain from the sale. A sale pursuant to the
Offer of all of a Limited Partner's Units will terminate his or her investment
in the Partnership and, commencing with the year following the year of sale,
the Limited Partner will no longer receive Partnership tax information or have
to report the complicated tax information currently required of Limited
Partners. See Section 6.
Originally Anticipated Term of the Partnership; General Policy
Regarding Sales and Refinancings of Partnership Properties; Alternatives. The
Partnership was formed for the purpose of making loans to a predecessor
partnership of CCEP/2. CCEP/2's indebtedness in respect of the loans made to it
and its predecessor partnership by the Partnership now is represented by the
Loan. The Loan is secured by deeds of trust or mortgages on apartment complexes
and office buildings owned by CCEP/2 (each, a "CCEP/2 Property" and
collectively, the "CCEP/2 Properties"). The non-recourse provisions of the Loan
mean that CCEP/2's obligation to repay the Loan is secured only by the value of
the collateral (that is, the CCEP/2 Properties), and the Partnership has no
right to make further claims against CCEP/2 other than to the extent of the
value of those properties. According to the Partnership's Prospectus dated July
22, 1983, Equity Partners/Two (CCEP/2's predecessor in interest) anticipated
that it would sell and/or refinance its properties, and consequently repay the
Loan, approximately twelve years (subject to its right to extend the Loan up to
two additional years beyond its initial ten-year term) after their acquisition,
depending upon the then current real estate and money markets, economic climate
and income tax consequences to the partners of Equity Partners/Two. The
reorganization of Equity Partners/Two and its subsequent conversion into CCEP/2
in 1990 resulted in a de facto extension of the originally anticipated time
period. See Sections 9 and 13.
The Loan is scheduled to mature, and will be repayable in full, in
November 2000. Because the outstanding principal amount of the Loan, including
accrued unpaid interest, exceeds the General Partner's estimate of the fair
market value of the CCEP/2 Properties that secure the Loan by a very large
margin, the General Partner expects that at maturity either (i) the Partnership
will foreclose on or otherwise acquire outright ownership of the CCEP/2
Properties or (ii) the maturity of the Loan will be extended to a later date.
The General Partner, as a result of its affiliation with ConCap Holdings (which
is the general partner of CCEP/2), will have several conflicts of interest in
deciding which of these approaches is appropriate. See Section 13.
In general, the General Partner and ConCap Holdings (which is an
affiliate of the General Partner) regularly evaluate the assets of CCEP/2 by
considering various factors, such as the financial position of the Partnership
and CCEP/2 and real estate and capital markets conditions. In this process, the
General Partner and ConCap Holdings monitor each property's specific locale and
sub-market conditions, evaluating current trends, competition, new construction
and economic changes. The General Partner and ConCap Holdings oversee each
asset's operating performance and continuously evaluate the physical
improvement requirements. In addition, the financing structure for each
property, tax implications and the investment climate are all considered. Any
of these factors, and possibly others, could potentially contribute to any
decision by the General Partner or ConCap Holdings to sell, refinance, obtain
financing on, upgrade with capital improvements or hold a particular CCEP/2
Property. The Partnership and CCEP/2 could seek to arrange mortgage loans
secured by the CCEP/2 Properties that would have priority over the Loan, and to
use the proceeds of those loans for distributions to the Limited Partners or
other appropriate purposes. The Participating Note Master Loan Agreement, dated
July 22, 1983, by and between the Partnership and Equity Partners/Two (the
"Original Loan Agreement"), contained a provision (the "CCEP/2 Debt Limit
Provision") to the effect that CCEP/2 was not permitted to incur indebtedness
owed to unaffiliated third parties on the CCEP/2 Properties in an amount that
exceeded 25% of the original aggregate purchase price of the CCEP/2 Properties.
The Limited Partnership Agreement describes the CCEP/2 Debt Limit Provision and
references
4
<PAGE>
further information as found in the Original Loan Agreement. The Amended Loan
Agreement, dated November 15, 1990, by and between the Partnership and Equity
Partners/Two (the "Amended Loan Agreement") which by its terms replaced the
Original Loan Agreement, does not contain the CCEP/2 Debt Limit Provision;
however, the Purchaser has been advised that the General Partner has not
determined whether the CCEP/2 Debt Limit Provision contained in the Original
Loan Agreement continues to apply despite the absence of that provision in the
Amended Loan Agreement. Such a determination is not likely to be made except in
connection with a future proposed financing, if any, and would depend heavily
on the advice received from legal counsel to the Partnership and the General
Partner. In any event, as a matter of law, CCEP/2 would need the consent of the
Partnership in order to incur mortgage indebtedness secured by the CCEP/2
Properties that would have priority over the deeds of trust securing the Loan.
The Limited Partnership Agreement provides that Limited Partners holding a
majority of the outstanding Units may, with the consent of the General Partner,
approve amendments to the Amended Loan Agreement. The General Partner has
advised the Purchaser that it may in the future, if it deems it necessary or
appropriate under the circumstances, solicit the consent of the Limited
Partners in connection with the incurrence of additional or new mortgage
indebtedness that would be senior in priority to the Loan. Because these plans
are subject to change, there can be no assurance that any consent, if deemed
required, will be sought as described above, that CCEP/2 will seek to obtain
financing of the type described above, or as to the amount or timing of any
distribution that might be made to Limited Partners from the proceeds of any
such financing. Based on the above considerations, the General Partner and
ConCap Holdings are not currently contemplating the sale or refinancing of, or
obtaining financing on, any CCEP/2 Properties.
Under the Limited Partnership Agreement the term of the Partnership
will continue until December 31, 2013, unless sooner terminated as provided in
the Limited Partnership Agreement or by law. Limited Partners could, as an
alternative to tendering their Units, take a variety of possible actions,
including voting to liquidate the Partnership or causing the Partnership to
merge with another entity or engage in a "roll-up" or similar transaction.
Conditions. The Offer is not conditioned on any aggregate minimum
number of Units being tendered. Certain other conditions do apply, however. See
Section 14.
Distributions. The Partnership has made a cash distribution to Limited
Partners of $1.65 per Unit in 1998 (through July 30), and made distributions of
$10.98 per Unit in 1997 and $3.27 per Unit in 1995. Prior to 1995, the last
distribution made by the Partnership to Limited Partners was in 1991 ($2.20 per
Unit). The 1997 distribution consisted primarily of surplus funds
(approximately $9.90 per Unit) from obtaining financing on certain of the
CCEP/2 Properties which funds were paid to the Partnership as a reduction of
the outstanding principal balance of the Loan; the remaining portion was from
operating cash flow. The Limited Partnership Agreement requires that the
General Partner maintain minimum working capital reserves ($7,082,000 as of
June 30, 1998) equal to 5% of net Invested Capital (as defined in the Limited
Partnership Agreement). In total, original investors in the Partnership have
received distributions of $196.29 in respect of their original $250 investment
made in 1983. See Section 9. The Partnership is currently generating positive
cash flow from operations, and the Purchaser (which is an affiliate of the
General Partner) believes that the Partnership will continue to generate
positive cash flow from operations, depending upon the real estate, capital
markets and general economic conditions at the time. The General Partner has
advised the Purchaser (which is an affiliate of the General Partner) that the
General Partner presently expects the Partnership to make a distribution of
approximately $1.60 per Unit sometime during the third quarter of 1998;
however, there can be no assurance that such distribution will be made or as to
the amount or timing of such distribution. The potential for this and other
future distributions was considered by the Purchaser (which is an affiliate of
the General Partner) when establishing the Purchase Price. Limited Partners who
tender their Units in response to the Offer will retain any distributions made
through July 30, 1998, and will be entitled to receive and retain any
subsequent distributions made by the Partnership prior to the date on which the
Purchaser pays for tendered Units pursuant to the Offer, although any such
subsequent distribution will result in a reduction of the Purchase Price. See
Section 1. However, tendering Limited Partners will not be entitled to receive
or retain any distributions in respect of tendered Units which are made on or
after the date on which the Purchaser pays for such Units pursuant to the
Offer, regardless of the fact that the record date (as opposed to the payment
date) for any such distribution may be a date prior to the date of purchase.
See Section 3.
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<PAGE>
Outstanding Units. According to information supplied by the
Partnership, as of July 1, 1998 there were 909,134 Units issued and
outstanding, which were held of record by 34,694 Limited Partners. IPLP
currently owns 185,108 (representing approximately 20.4%) of the outstanding
Units. See Schedule I to this Offer to Purchase for a list of transactions in
the Units effected by IPLP within the past 60 days.
6
<PAGE>
THE OFFER
SECTION 1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION. Upon the
terms and subject to the conditions of the Offer, the Purchaser (which is an
affiliate of the General Partner) will accept for payment (and thereby
purchase) up to 300,000 Units that are validly tendered on or prior to the
Expiration Date and not withdrawn in accordance with the procedures set forth
in Section 4. For purposes of the Offer, the term "Expiration Date" shall mean
12:00 midnight, New York City time, on August 26, 1998, unless the Purchaser
(which is an affiliate of the General Partner) in its sole discretion shall
have extended the period of time for which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date on which the
Offer, as extended by the Purchaser, shall expire. See Section 5 for a
description of the Purchaser's right to extend the period of time during which
the Offer is open and to amend or terminate the Offer.
THE PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE
AMOUNT OF DISTRIBUTIONS PER UNIT, IF ANY, MADE BY THE PARTNERSHIP TO LIMITED
PARTNERS ON OR AFTER JULY 30, 1998 AND PRIOR TO THE DATE ON WHICH THE PURCHASER
PAYS FOR UNITS PURCHASED PURSUANT TO THE OFFER.
If, prior to the Expiration Date, the Purchaser (which is an affiliate
of the General Partner) increases the consideration offered to Limited Partners
pursuant to the Offer, the increased consideration will be paid for all Units
accepted for payment pursuant to the Offer, regardless of whether the Units
were tendered prior to the increase in the consideration offered.
If more than 300,000 Units are validly tendered prior to the
Expiration Date and not properly withdrawn prior to the Expiration Date in
accordance with the procedures specified in Section 4, the Purchaser (which is
an affiliate of the General Partner) will, upon the terms and subject to the
conditions of the Offer, accept for payment and pay for an aggregate of 300,000
of the Units so tendered, pro rata according to the number of Units validly
tendered by each Limited Partner and not properly withdrawn on or prior to the
Expiration Date, with appropriate adjustments to avoid (i) purchases of
fractional Units and (ii) purchases that would violate Section 5.01 of the
Limited Partnership Agreement (which generally requires that a Limited Partner
transfer a minimum of twenty Units (other than Limited Partners who hold Units
in an IRA or Keogh Plan)). If the number of Units validly tendered and not
properly withdrawn on or prior to the Expiration Date is less than or equal to
300,000 Units, the Purchaser (which is an affiliate of the General Partner)
will purchase all Units so tendered and not withdrawn, upon the terms and
subject to the conditions of the Offer.
If proration of tendered Units is required, then, subject to the
Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of
1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect
of Units tendered or return those Units promptly after the termination or
withdrawal of the Offer, the Purchaser (which is an affiliate of the General
Partner) does not intend to pay for any Units accepted for payment pursuant to
the Offer until the final proration results are known. NOTWITHSTANDING ANY SUCH
DELAY IN PAYMENT, NO INTEREST WILL BE PAID ON THE PURCHASE PRICE.
The Offer is conditioned on satisfaction of certain conditions. See
Section 14, which sets forth in full the conditions of the Offer. The Purchaser
(which is an affiliate of the General Partner) reserves the right (but in no
event shall be obligated), in its sole discretion, to waive any or all of those
conditions. If, on or prior to the Expiration Date, any or all of the
conditions have not been satisfied or waived, the Purchaser reserves the right
to (i) decline to purchase any of the Units tendered and terminate the Offer,
(ii) waive all of the unsatisfied conditions and, subject to complying with
applicable rules and regulations of the Commission, purchase all Units validly
tendered, (iii) extend the Offer and, subject to the right of Limited Partners
to withdraw Units until the Expiration Date, retain the Units that have been
tendered during the period or periods for which the Offer is extended, and/or
(iv) amend the Offer.
This Offer to Purchase and the related Assignment of Partnership
Interest are being mailed by the Purchaser (which is an affiliate of the
General Partner) to the persons shown by the Partnership's records to have been
Limited
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Partners or (in the case of Units owned of record by IRAs and qualified plans)
beneficial owners of Units as of July 1, 1998.
SECTION 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. Upon the
terms and subject to the conditions of the Offer, the Purchaser (which is an
affiliate of the General Partner) will accept for payment (and thereby
purchase) and will pay for all Units validly tendered and not withdrawn in
accordance with the procedures specified in Section 4, as promptly as
practicable following the Expiration Date. A tendering beneficial owner of
Units whose Units are held of record in an IRA or other qualified plan will not
receive direct payment of the Purchase Price; rather, payment will be made to
the custodian of such account or plan. In all cases, payment for Units
purchased pursuant to the Offer will be made only after timely receipt by the
Depositary of a properly completed and duly executed Assignment of Partnership
Interest and any other documents required by the Assignment of Partnership
Interest. See Section 3. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE
PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT.
For purposes of the Offer, the Purchaser (which is an affiliate of the
General Partner) will be deemed to have accepted for payment pursuant to the
Offer, and thereby purchased, validly tendered Units if, as and when the
Purchaser (which is an affiliate of the General Partner) gives verbal or
written notice to the Depositary of the Purchaser's acceptance of those Units
for payment pursuant to the Offer. Upon the terms and subject to the conditions
of the Offer, payment for Units accepted for payment pursuant to the Offer will
be made by deposit of the Purchase Price with the Depositary, which will act as
agent for tendering Limited Partners for the purpose of receiving payments from
the Purchaser and transmitting those payments to Limited Partners whose Units
have been accepted for payment.
If any tendered Units are not purchased for any reason, the Assignment
of Partnership Interest with respect to such Units will be destroyed by the
Purchaser (which is an affiliate of the General Partner). If for any reason
acceptance for payment of, or payment for, any Units tendered pursuant to the
Offer is delayed or the Purchaser is unable to accept for payment, purchase or
pay for Units tendered pursuant to the Offer, then, without prejudice to the
Purchaser's rights under Section 14, the Depositary may, nevertheless, on
behalf of the Purchaser (which is an affiliate of the General Partner) retain
tendered Units, and those Units may not be withdrawn except to the extent that
the tendering Limited Partners are entitled to withdrawal rights as described
in Section 4; subject, however, to the Purchaser's obligation under Rule
14e-1(c) under the Exchange Act to pay Limited Partners the Purchase Price in
respect of Units tendered or return those Units promptly after termination or
withdrawal of the Offer.
The Purchaser (which is an affiliate of the General Partner) reserves
the right to transfer or assign, in whole or from time to time in part, to one
or more of the Purchaser's affiliates, the right to purchase Units tendered
pursuant to the Offer, but any such transfer or assignment will not relieve the
Purchaser of its obligations under the Offer or prejudice the rights of
tendering Limited Partners to receive payment for Units validly tendered and
accepted for payment pursuant to the Offer.
SECTION 3. PROCEDURE FOR TENDERING UNITS.
Valid Tender. In order for a tendering Limited Partner to participate
in the Offer, its Units must be validly tendered and not withdrawn on or prior
to the Expiration Date. To validly tender Units, a properly completed and duly
executed Assignment of Partnership Interest and any other documents required by
the Assignment of Partnership Interest must be received by the Depositary, at
its address set forth on the back cover of this Offer to Purchase, on or prior
to the Expiration Date. A Limited Partner may tender any or all of the Units
owned by that Limited Partner; provided, however, that because of restrictions
in the Limited Partnership Agreement, a partial tender of Units must be for a
minimum of twenty Units (other than Limited Partners who hold Units in an IRA
or Keogh Plan). Accordingly, any Limited Partner that owns twenty or fewer
Units (other than Limited Partners who Units in an IRA or Keogh Plan) must
tender all or none of its Units. Tenders of fractional Units will not be
permitted, except by a Limited Partner who is tendering all of the Units owned
by that Limited Partner. No alternative, conditional or contingent tenders will
be accepted.
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Signature Requirements. If the Assignment of Partnership Interest is
signed by the registered holder of the Units and payment is to be made directly
to that holder, then no signature guarantee is required on the Assignment of
Partnership Interest. Similarly, if the Units are tendered for the account of a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. or a commercial bank, savings
bank, credit union, savings and loan association or trust company having an
office, branch or agency in the United States (each an "Eligible Institution"),
no signature guarantee is required on the Assignment of Partnership Interest.
HOWEVER, IN ALL OTHER CASES, ALL SIGNATURES ON THE ASSIGNMENT OF PARTNERSHIP
INTEREST MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. Please contact the
Information Agent for assistance in obtaining a signature guarantee.
Delivery of Assignment of Partnership Interest. The method of delivery
of the Assignment of Partnership Interest and all other required documents is
at the option and risk of the tendering Limited Partner, and delivery will be
deemed made only when actually received by the Depositary. In all cases,
sufficient time should be allowed to assure timely delivery.
Appointment as Proxy; Power of Attorney. By executing an Assignment of
Partnership Interest, a tendering Limited Partner irrevocably appoints the
Purchaser (which is an affiliate of the General Partner), and its managers and
designees as the Limited Partner's proxies, in the manner set forth in the
Assignment of Partnership Interest, each with full power of substitution, to
the full extent of the Limited Partner's rights with respect to the Units
tendered by the Limited Partner and accepted for payment by the Purchaser
(which is an affiliate of the General Partner). Each such proxy shall be
considered coupled with an interest in the tendered Units. Such appointment
will be effective when, and only to the extent that, the Purchaser (which is an
affiliate of the General Partner) accepts the tendered Units for payment. Upon
such acceptance for payment, all prior proxies given by the Limited Partner
with respect to the Units will, without further action, be revoked, and no
subsequent proxies may be given (and if given will not be effective). The
Purchaser (which is an affiliate of the General Partner) and its managers and
designees will, as to those Units, be empowered to exercise all voting and
other rights of the Limited Partner as they in their sole discretion may deem
proper at any meeting of Limited Partners, by written consent or otherwise. The
Purchaser (which is an affiliate of the General Partner) reserves the right to
require that, in order for Units to be deemed validly tendered, immediately
upon the Purchaser's acceptance for payment of the Units, the Purchaser must be
able to exercise full voting rights with respect to the Units, including voting
at any meeting of Limited Partners then scheduled or acting by written consent
without a meeting.
By executing an Assignment of Partnership Interest, a tendering
Limited Partner also irrevocably constitutes and appoints the Purchaser and its
managers and designees as the Limited Partner's attorneys-in-fact, each with
full power of substitution, to the full extent of the Limited Partner's rights
with respect to the Units tendered by the Limited Partner and accepted for
payment by the Purchaser. Such appointment will be effective when, and only to
the extent that, the Purchaser accepts the tendered Units for payment. The
tendering Limited Partner agrees not to exercise any rights pertaining to the
tendered Units without the prior consent of the Purchaser. Upon such acceptance
for payment, all prior powers of attorney granted by the Limited Partner with
respect to such Units will, without further action, be revoked, and no
subsequent powers of attorney may be granted (and if granted will not be
effective). Pursuant to such appointment as attorneys-in-fact, the Purchaser
and its managers and designees each will have the power, among other things,
(i) to transfer ownership of such Units on the Partnership books maintained by
the General Partner (and execute and deliver any accompanying evidences of
transfer and authenticity any of them may deem necessary or appropriate in
connection therewith), (ii) upon receipt by the Depositary (as the tendering
Limited Partner's agent) of the Purchase Price, to become a substituted Limited
Partner, to receive any and all distributions made by the Partnership on or
after the date on which the Purchaser purchases such Units, and to receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Units in accordance with the terms of the Offer, (iii) to execute and deliver
to the General Partner a change of address form instructing the General Partner
to send any and all future distributions to which the Purchaser is entitled
pursuant to the terms of the Offer in respect of tendered Units to the address
specified in such form, and (iv) to endorse any check payable to or upon the
order of such Limited Partner representing a distribution to which the
Purchaser is entitled pursuant to the terms of the Offer, in each case in the
name and on behalf of the tendering Limited Partner.
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Assignment of Interest in Future Distributions. By executing an
Assignment of Partnership Interest, a tendering Limited Partner irrevocably
assigns to the Purchaser (which is an affiliate of the General Partner) and its
assigns all of the right, title and interest of the Limited Partner in and to
any and all distributions made by the Partnership on or after the date on which
the Purchaser purchases such Units, in respect of the Units tendered by such
Limited Partner and accepted for payment by the Purchaser, regardless of the
fact that the record date for any such distribution may be a date prior to the
date of such purchase. The Purchaser will seek to be admitted to the
Partnership as a substituted Limited Partner upon consummation of the Offer.
Determination of Validity; Rejection of Units; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Units pursuant to the Offer will be determined by the Purchaser
(which is an affiliate of the General Partner), in its sole discretion, which
determination shall be final and binding. The Purchaser (which is an affiliate
of the General Partner) reserves the absolute right to reject any or all
tenders of any particular Units determined by it not to be in proper form or if
the acceptance of or payment for those Units may, in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the
General Partner) also reserves the absolute right to waive or amend any of the
conditions of the Offer that it is legally permitted to waive as to the tender
of any particular Units and to waive any defect or irregularity in any tender
with respect to any particular Units of any particular Limited Partner. The
Purchaser's interpretation of the terms and conditions of the Offer (including
the Assignment of Partnership Interest and the Instructions thereto) will be
final and binding. No tender of Units will be deemed to have been validly made
until all defects and irregularities have been cured or waived. None of the
Purchaser (which is an affiliate of the General Partner), the Information
Agent, the Depositary or any other person will be under any duty to give
notification of any defects or irregularities in the tender of any Units or
will incur any liability for failure to give any such notification.
Backup Federal Income Tax Withholding. To prevent the possible
application of backup federal income tax withholding of 31% with respect to
payment of the Purchase Price, each tendering Limited Partner must provide the
Purchaser (which is an affiliate of the General Partner) with the Limited
Partner's correct taxpayer identification number by completing the Substitute
Form W-9 included in the Assignment of Partnership Interest. See the
Instructions to the Assignment of Partnership Interest and Section 6.
FIRPTA Withholding. To prevent the withholding of federal income tax
in an amount equal to 10% of the amount of the Purchase Price plus Partnership
liabilities allocable to each Unit purchased, each tendering Limited Partner
must complete the FIRPTA Affidavit included in the Assignment of Partnership
Interest certifying the Limited Partner's taxpayer identification number and
address and that such Limited Partner is not a foreign person. See the
Instructions to the Assignment of Partnership Interest and Section 6.
Binding Obligation. A tender of Units pursuant to and in accordance
with the procedures described in this Section 3 and the acceptance for payment
of such Units will constitute a binding agreement between the tendering Limited
Partner and the Purchaser (which is an affiliate of the General Partner) on the
terms set forth in this Offer to Purchase and in the Assignment of Partnership
Interest.
SECTION 4. WITHDRAWAL RIGHTS. Tenders of Units pursuant to the Offer
are irrevocable, except that Units tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless already accepted
for payment as provided in this Offer to Purchase, may also be withdrawn at any
time after September 28, 1998. For withdrawal to be effective, a written or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at its address set forth on the back cover of this Offer to
Purchase. Any such notice of withdrawal must specify the name of the person who
tendered the Units to be withdrawn and must be signed by the person(s) who
signed the Assignment of Partnership Interest in the same manner as the
Assignment of Partnership Interest was signed (including signature guarantees
by an Eligible Institution). Units properly withdrawn will be deemed not to be
validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered,
however, by following the procedures described in Section 3 at any time prior
to the Expiration Date.
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If payment for Units is delayed for any reason or if the Purchaser
(which is an affiliate of the General Partner) is unable to pay for Units for
any reason, then, without prejudice to the Purchaser's rights under the Offer,
tendered Units may be retained by the Depositary and may not be withdrawn
except to the extent that tendering Limited Partners are entitled to withdrawal
rights as set forth in this Section 4; subject, however, to the Purchaser's
obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited
Partners the Purchase Price in respect of Units tendered or return those Units
promptly after termination or withdrawal of the Offer.
All questions as to the validity and form (including time of receipt)
of notices of withdrawal will be determined by the Purchaser (which is an
affiliate of the General Partner), in its sole discretion, which determination
shall be final and binding. None of the Purchaser, the Information Agent, the
Depositary or any other person will be under any duty to give notification of
any defects or irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification.
SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. The
Purchaser (which is an affiliate of the General Partner) expressly reserves the
right, in its sole discretion, at any time and from time to time, (i) to extend
the period of time during which the Offer is open and thereby delay acceptance
for payment of, and the payment for, validly tendered Units, (ii) to terminate
the Offer if any condition referred to in Section 14 has not been satisfied or
upon the occurrence of any event specified in Section 14 and (iii) to amend the
Offer in any respect (including, without limitation, by increasing the
consideration offered, increasing or decreasing the number of Units being
sought, or both). Notice of any such extension, termination or amendment will
be disseminated promptly to Limited Partners in a manner reasonably designed to
inform Limited Partners of such change in compliance with Rule 14d-4(c) under
the Exchange Act. In the case of an extension of the Offer, the extension will
be followed by a press release or public announcement which will be issued no
later than 9:00 a.m., New York City time, on the next business day after the
then scheduled Expiration Date, in accordance with Rule 14e-1(d) under the
Exchange Act.
If the Purchaser (which is an affiliate of the General Partner)
extends the Offer, or if the Purchaser (whether before or after its acceptance
for payment of Units) is delayed in its payment for Units or is unable to pay
for Units pursuant to the Offer for any reason, then, without prejudice to the
Purchaser's rights under the Offer, the Depositary may retain tendered Units
and those Units may not be withdrawn except to the extent tendering Limited
Partners are entitled to withdrawal rights as described in Section 4; subject,
however, to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the
Exchange Act, to pay Limited Partners the Purchase Price in respect of Units
tendered or return those Units promptly after termination or withdrawal of the
Offer.
If the Purchaser (which is an affiliate of the General Partner) makes
a material change in the terms of the Offer or the information concerning the
Offer or waives a material condition of the Offer, the Purchaser will extend
the Offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The minimum
period during which an offer must remain open following a material change in
the terms of the offer or information concerning the offer will depend upon the
facts and circumstances, including the relative materiality of the change in
the terms or information. In the Commission's view, an offer should remain open
for a minimum of five business days from the date the material change is first
published, sent or given to securityholders, and if material changes are made
with respect to information that approaches the significance of price or the
percentage of securities sought, a minimum of ten business days may be required
to allow for adequate dissemination to securityholders and investor response.
As used in this Offer to Purchase, "business day" means any day other than a
Saturday, Sunday or a federal holiday, and consists of the time period from
12:01 a.m. through 12:00 midnight, New York City time.
SECTION 6. CERTAIN FEDERAL INCOME TAX MATTERS.
General. The following summary is a general discussion of certain of
the federal income tax consequences of a sale of Units pursuant to the Offer.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), applicable Treasury regulations thereunder, administrative rulings,
practice and procedures and judicial authority, all as of the date of the
Offer. All of the foregoing are subject to change, and any such change could
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affect the continuing accuracy of this summary. This summary does not discuss
all aspects of federal income taxation that may be relevant to a particular
Limited Partner in light of such Limited Partner's specific circumstances or to
certain types of Limited Partners subject to special treatment under the
federal income tax laws (for example, foreign persons, dealers in securities,
banks, insurance companies and tax-exempt organizations), nor (except as
otherwise expressly indicated) does it describe any aspect of state, local,
foreign or other tax laws. Sales of Units pursuant to the Offer will be taxable
transactions for federal income tax purposes, and also may be taxable
transactions under applicable state, local, foreign and other tax laws. EACH
LIMITED PARTNER SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES TO SUCH LIMITED PARTNER OF SELLING UNITS PURSUANT TO THE OFFER.
Gain or Loss Generally. In general, a Limited Partner will recognize
gain or loss on a sale of Units pursuant to the Offer equal to the difference
between (i) the Limited Partner's "amount realized" on the sale and (ii) the
Limited Partner's adjusted tax basis in the Units sold. Generally, a Limited
Partner's adjusted tax basis with respect to a Unit equals its cost, increased
by the amount of income and the amount of Partnership liabilities (as
determined under Code Section 752) allocated to the Unit, and decreased by (i)
any distributions made with respect to such Unit, (ii) the amount of deductions
or losses allocated to the Unit and (iii) any decrease in the amount of
Partnership liabilities (as determined under Code Section 752) allocated to the
Unit. Thus, the amount of a Limited Partner's adjusted tax basis in tendered
Units will vary depending upon the Limited Partner's particular circumstances.
The "amount realized" with respect to a Unit will be a sum equal to the amount
of cash received by the Limited Partner for the Unit pursuant to the Offer,
plus the amount of the Partnership's liabilities allocable to the Unit (as
determined under Code Section 752).
A portion of the gain or loss recognized by a Limited Partner on a
sale of a Unit pursuant to the Offer generally will be treated as a capital
gain or loss, if (as is generally expected to be the case) the Unit was held by
the Limited Partner as a capital asset. Under the IRS Restructuring and Reform
Act of 1998, the capital gains rate for individuals and other non-corporate
taxpayers is 20% for capital assets held for more than one year. However, any
gain from the sale of such assets attributable to the recapture of depreciation
with respect to real property (other than certain depreciation recapture
taxable as ordinary income) is taxed at a maximum rate of 25%. Corporate
taxpayers are taxed at a maximum marginal rate of 35% for both capital gains
and ordinary income. The maximum marginal federal income tax rate for ordinary
income of individuals and other noncorporate taxpayers is 39.6%. Capital losses
are deductible only to the extent of capital gains, except that, subject to the
passive activity loss limitations discussed below, non-corporate taxpayers may
deduct up to $3,000 of capital losses in excess of the amount of their capital
gains against ordinary income. Excess capital losses generally can be carried
forward to succeeding years (a corporation's carryforward period is five years
and a non-corporate taxpayer can carry forward such losses indefinitely); and a
corporation is permitted to carry back excess capital losses to the three
preceding taxable years, provided the carryback does not increase or produce a
net operating loss for any of those years.
A tendering Limited Partner will be allocated a pro rata share of the
Partnership's taxable income or loss for the year of sale with respect to the
Units sold in accordance with the provisions of the Limited Partnership
Agreement concerning transfers of Units. Such allocation and any cash
distributed by the Partnership to the Limited Partner for that year will affect
the Limited Partner's adjusted tax basis in Units and, therefore, the amount of
such Limited Partner's taxable gain or loss upon a sale of Units pursuant to
the Offer.
Unrealized Receivables and Certain Inventory. If any portion of the
amount of gain or loss realized by a Limited Partner is attributable to
"unrealized receivables" (which includes certain depreciation recapture) or
"substantially appreciated inventory" as defined in Code Section 751, then a
portion of the Limited Partner's gain or loss may be ordinary rather than
capital. In addition, a portion of such gain may be taxed at the 25% rate
discussed above. A Limited Partner who tenders Units which are purchased
pursuant to the Offer must file an information statement with such Limited
Partner's federal income tax return for the year of the sale which provides the
information specified in Treasury Regulation ss. 1.751-1(a)(3). A selling
Limited Partner also must notify the Partnership of the date of the transfer
and the names, addresses and tax identification numbers of the transferor(s)
and transferee within 30 days of the date of the transfer (or, if earlier, by
January 15 of the following calendar year).
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Passive Activity Loss Limitation. Under Code Section 469, a
non-corporate taxpayer or personal service corporation generally can deduct
"passive losses" in any year only to the extent of the person's passive income
for that year. Closely held corporations (other than personal service
corporations) may offset such losses against active income as well as passive
activity income for that year. A portion of certain post-1986 losses of Limited
Partners from the Partnership may have been passive losses. Thus, Limited
Partners may have "suspended" passive losses from the Partnership (i.e.,
post-1986 net taxable losses in excess of statutorily permitted "phase-in"
amounts) and to the extent such suspended losses have not been previously
utilized or otherwise deducted by a Limited Partner during the life of the
Partnership, it is not expected that a substantial portion of the gain or loss
from a Sale of Units will be passive income or loss; rather such gain or loss
should be portfolio income or loss.
If a Limited Partner sells less than all of its Units pursuant to the
Offer, suspended passive losses, if any, can be currently deducted (subject to
other applicable limitations) to the extent of the Limited Partner's passive
income from the Partnership for that year, if any, plus any other passive
income for that year. If, on the other hand, a Limited Partner sells 100% of
its Units pursuant to the Offer, any "suspended" losses, will be offset first
against any net passive activity income from other passive activity
investments, and the balance of any such "suspended" net losses will no longer
be subject to the passive activity loss limitation and, therefore, will be
deductible by such Limited Partner from its other income (subject to any other
applicable limitations), including ordinary income. If a tendering Limited
Partner has suspended passive losses from the Partnership, such Limited Partner
must sell all of its Units to receive these tax benefits. If more than 300,000
of the outstanding Units are tendered, some tendering Limited Partners may not
be able to sell 100% of their Units pursuant to the Offer because of proration
of the number of Units to be purchased by the Purchaser. Each Limited Partner
should consult its own tax advisor with respect to the history and availability
of "suspended" passive losses, if any. See Section 1.
Partnership Termination. Section 708(b) of the Code provides that a
partnership terminates for income tax purposes if there is a sale or exchange
of 50% or more of the total interest in partnership capital and profits within
a twelve-month period (although successive transfers of the same interest
within a twelve-month period will be treated as a single transfer for this
purpose). In the event of a termination, the Partnership's tax year would close
and the Partnership would be treated for income tax purposes as if it had
contributed all of its assets and liabilities to a "new" partnership in
exchange for an interest in the "new" partnership. The Partnership would then
be treated as making a distribution of the interests in the "new" partnership
to the new partners and the remaining partners, followed by the liquidation of
the Partnership. Because the "new" partnership would be treated as having
acquired its assets on the date of the deemed contribution, a new depreciation
recovery period would begin on such date, the Partnership's annual depreciation
deductions over the next few years would be substantially reduced, and the
Partnership would have greater taxable income (or less tax loss) than if no tax
termination occurred. In addition, depreciation may be required to be allocated
to those Limited Partners that have a higher tax basis. A tax termination of
the Partnership would also terminate any partnership in which the Partnership
holds a majority interest (50% or more).
The Limited Partnership Agreement prohibits transfers of Units if a
transfer, when considered with all other transfers during the same applicable
twelve-month period, would cause a termination of the Partnership for tax
purposes. The Purchaser believes that even if the maximum number of Units is
purchased pursuant to the Offer, those transfers will not cause a tax
termination of the Partnership.
Backup Withholding and FIRPTA Withholding. Limited Partners (other
than tax-exempt persons, corporations and certain foreign individuals) who
tender Units may be subject to 31% backup withholding unless those Limited
Partners provide a taxpayer identification number ("TIN") and certify that the
TIN is correct or properly certify that they are awaiting a TIN. A Limited
Partner may avoid backup withholding by properly completing and signing the
Substitute Form W-9 included as part of the Assignment of Partnership Interest.
If a Limited Partner who is subject to backup withholding does not properly
complete and sign the Substitute Form W-9, the Purchaser will withhold 31% from
payments to such Limited Partner.
Gain realized by a foreign Limited Partner on the sale of a Unit
pursuant to the Offer will be subject to federal income tax. Under Code Section
1445, the transferee of an interest held by a foreign person in a partnership
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which owns United States real property generally is required to deduct and
withhold a tax equal to 10% of the amount realized on the disposition. In order
to comply with this requirement, the Purchaser will withhold 10% of the amount
realized by a tendering Limited Partner unless the Limited Partner properly
completes and signs the FIRPTA Affidavit included as part of the Assignment of
Partnership Interest certifying the Limited Partner's TIN and address, and that
such Limited Partner is not a foreign person. Amounts withheld would be
creditable against a foreign Limited Partner's federal income tax liability
and, if in excess thereof, a refund could be obtained from the Internal Revenue
Service by filing a U.S. income tax return.
SECTION 7. EFFECTS OF THE OFFER.
Limitations on Resales. The Limited Partnership Agreement prohibits
transfers of Units if a transfer, when considered with all other transfers
during the same applicable twelve-month period, would cause a termination of
the Partnership for federal or any applicable state income tax purposes. This
provision may limit sales of Units in the secondary market and in private
transactions for the twelve-month period following completion of the Offer. The
General Partner has advised the Purchaser that the Partnership will not process
any requests for recognition of substitution of Limited Partners upon a
transfer of Units during such twelve-month period which the General Partner
believes may cause a tax termination in contravention of the Limited
Partnership Agreement. In determining the number of Units for which the Offer
is made (representing approximately 33% of the outstanding Units), the
Purchaser (which is an affiliate of the General Partner) took this restriction
into account so as to permit normal historical levels of transfers to occur
following the transfers of Units pursuant to the Offer without violating this
restriction.
Effect on Trading Market; Registration Under Section 12(g) of the
Exchange Act. If a substantial number of Units are purchased pursuant to the
Offer, the result will be a reduction in the number of Limited Partners. In the
case of certain kinds of equity securities, a reduction in the number of
security-holders might be expected to result in a reduction in the liquidity
and volume of activity in the trading market for the security. In this case,
however, there is no established public trading market for the Units and,
therefore, the Purchaser (which is an affiliate of the General Partner) does
not believe a reduction in the number of Limited Partners will materially
further restrict the Limited Partners' ability to find purchasers for their
Units through secondary market transactions. See Section 13 for certain limited
information regarding recent secondary market sales of the Units.
The Units are registered under Section 12(g) of the Exchange Act,
which means, among other things, that the Partnership is required to file
periodic reports with the Commission and to comply with the Commission's proxy
rules. The Purchaser (which is an affiliate of the General Partner) does not
expect or intend that consummation of the Offer will cause the Units to cease
to be registered under Section 12(g) of the Exchange Act. If the Units were to
be held by fewer than 300 persons, the Partnership could apply to de-register
the Units under the Exchange Act. Because the Units are widely held, however,
the Purchaser (which is an affiliate of the General Partner) believes that,
even if it purchases the maximum number of Units in the Offer, after that
purchase the Units will be held of record by more than 300 persons.
Control of Limited Partner Voting Decisions by Purchaser; Effect of
Relationship with General Partner. The Limited Partnership Agreement provides
that the General Partner has absolute discretion as to whether to admit an
assignee of Units to the Partnership as a substituted Limited Partner. The
Purchaser (which is an affiliate of the General Partner) will seek to be
admitted to the Partnership as a substituted Limited Partner upon consummation
of the Offer and, if admitted, will have the right to vote each Unit purchased
pursuant to the Offer. Even if the Purchaser (which is an affiliate of the
General Partner) is not admitted to the Partnership as a substituted Limited
Partner, however, the Purchaser nonetheless will have the right to vote each
Unit purchased in the Offer pursuant to the irrevocable appointment by
tendering Limited Partners of the Purchaser and its managers and designees as
proxies with respect to the Units tendered by such Limited Partners and
accepted for payment by the Purchaser. See Section 3.
If the Purchaser (which is an affiliate of the General Partner) is
successful in acquiring more than 269,459 Units pursuant to the Offer (or
otherwise), IPT (which controls the General Partner, IPLP and the Purchaser)
will
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own in excess of 50% of the total outstanding Units and, as a result, will be
able to control the outcome of all voting decisions with respect to the
Partnership. Even if the Purchaser acquires a lesser number of Units pursuant
to the Offer, however, because IPT already owns (through IPLP) approximately
20.4% of the outstanding Units, it will be able to significantly influence the
outcome of all voting decisions with respect to the Partnership. In general,
IPLP and the Purchaser (which are affiliates of the General Partner) will vote
the Units owned by them in whatever manner they deem to be in the best
interests of IPT, which, because of their relationship with the General
Partner, also may be in the interest of the General Partner, but may not be in
the interest of other Limited Partners. This could (i) prevent non-tendering
Limited Partners from taking action they desire but that IPT opposes and (ii)
enable IPT to take action desired by IPT but opposed by non-tendering Limited
Partners. Under the Limited Partnership Agreement, Limited Partners holding a
majority of the Units are entitled to take action with respect to a variety of
matters, including: removal of the General Partner and in certain circumstances
election of a new or successor general partner; dissolution of the Partnership;
the sale of all or substantially all of the assets of the Partnership; and most
types of amendments to the Limited Partnership Agreement.
The Offer will not result in any change in the compensation payable to
the General Partner or its affiliates. However, as a result of the Offer, the
Purchaser (which is an affiliate of the General Partner) will participate, in
its capacity as a Limited Partner, in any subsequent distributions to Limited
Partners to the extent of the Units purchased pursuant to the Offer.
SECTION 8. FUTURE PLANS OF INSIGNIA, IPT AND THE PURCHASER. IPT,
through the Purchaser (which is an affiliate of the General Partner), is
seeking to acquire Units pursuant to the Offer in order to increase its equity
interest in the Partnership, primarily for investment purposes and with a view
to making a profit. Following the completion of the Offer, IPT and/or persons
related to or affiliated with it may acquire additional Units. Any such
acquisition may be made through private purchases, through one or more future
tender or exchange offers or by any other means deemed advisable. Any such
acquisition may be at a price higher or lower than the price to be paid for the
Units purchased pursuant to the Offer, and may be for cash or other
consideration. Insignia and IPT (which are affiliates of the General Partner)
also may consider disposing of some or all of the Units the Purchaser acquires
pursuant to the Offer, either directly or by a sale or other disposition of one
or more interests in IPT or IPLP, depending among other things on the
requirements from time to time of Insignia, IPT and their affiliates in light
of liquidity, strategic, tax and other considerations.
Neither IPT nor the Purchaser (which are affiliates of the General
Partner) has any present plans or intentions with respect to an extraordinary
transaction, such as a merger, reorganization or liquidation of the Partnership
or selling, refinancing, or obtaining financing on, any of the CCEP/2
Properties. However, IPT and the Purchaser expect that consistent with the
General Partner's fiduciary obligations, the General Partner will seek and
review opportunities (including opportunities identified by IPT and the
Purchaser) to engage in transactions which could benefit the Partnership, such
as sales or refinancings of assets or a combination of the Partnership with one
or more other entities, with the objective of seeking to maximize returns to
Limited Partners.
IPT and the Purchaser (which are affiliates of the General Partner)
have been advised that the possible future transactions the General Partner
expects to consider on behalf of the Partnership include (i) payment of
extraordinary distributions; (ii) refinancing, reducing or increasing existing
indebtedness of the Partnership; (iii) sales of assets, individually or as part
of a complete liquidation; and (iv) mergers or other consolidation transactions
involving the Partnership. Any such merger or consolidation transaction could
involve other limited partnerships in which the General Partner or its
affiliates serve as general partners, or a combination of the Partnership with
one or more existing, publicly traded entities (including, possibly, affiliates
of IPT (which is an affiliate of the General Partner) or IPT itself), in any of
which Limited Partners might receive cash, common stock or other securities or
consideration. There is no assurance, however, as to when or whether any of the
transactions referred to above might occur. If any such transaction is effected
by the Partnership and financial benefits accrue to the Limited Partners of the
Partnership, the Purchaser (and thus IPT) will participate in those benefits to
the extent of its ownership of Units. A merger or other consolidation
transaction and certain kinds of other extraordinary transactions would require
a vote of the Limited Partners, and if the Purchaser is successful in acquiring
more than 269,459 Units pursuant to the Offer (or otherwise), IPT will be able
to control the outcome
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of any such vote. Even if the Purchaser acquires a lesser number of Units
pursuant to the Offer, however, because IPT already owns (through IPLP)
approximately 20.4% of the outstanding Units it will be able to significantly
influence the outcome of any such vote. IPT's primary objective in seeking to
acquire the Units through the Purchaser pursuant to the Offer is not, however,
to influence the vote on any particular transaction, but rather to generate a
profit on the investment represented by those Units.
SECTION 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP AND CCEP/2.
Except as otherwise indicated, information contained in this Section 9 is based
upon documents and reports publicly filed by the Partnership (including
information on CCEP/2 and the CCEP/2 Properties contained in exhibits to the
Partnership's public documents) with the Commission.
General. The Partnership was organized on April 12, 1983 under the
laws of the State of California. Its principal executive offices are located at
One Insignia Financial Plaza, Greenville, South Carolina 29602, and its
telephone number at that address is (864) 239-2747.
The Partnership was formed for the purpose of making loans to a
predecessor partnership of CCEP/2. CCEP/2's indebtedness in respect of the
loans made to it and its predecessor partnership by the Partnership now is
represented by the Loan. The Loan is secured by deeds of trust or mortgages on
the CCEP/2 Properties. The non-recourse provisions of the Loan mean that
CCEP/2's obligation to repay the Loan is secured only by the value of the
collateral (that is, the CCEP/2 Properties), and the Partnership has no right
to make further claims against CCEP/2 other than to the extent of the value of
those properties. The Loan Agreement provides that interest on the outstanding
principal balance accrues at a fixed rate (10% per year), although such
interest is payable only to the extent CCEP/2 has "excess cash flow" (generally
defined as net cash flow from operations after third party debt service and
capital improvements). Accrued unpaid interest is added to principal. At March
31, 1998, the aggregate outstanding principal balance of the Loan (including
interest accrued and added to principal pursuant to the terms of the Loan) was
approximately $240,084,000. This amount is substantially greater than the
estimated fair market value of the CCEP/2 Properties (which are the only source
of repayment for the Loan). Under the terms of the Loan, any net proceeds from
sales or refinancings of the CCEP/2 Properties are paid to the Partnership,
after payment of a 3% disposition fee to ConCap Holdings. ConCap Holdings
(which is an affiliate of the General Partner and the sole general partner of
CCEP/2) has full discretion with respect to conducting CCEP/2's business,
including managing the CCEP/2 Properties and initiating and approving capital
expenditures and asset dispositions and obtaining financing on, or refinancing
any CCEP/2 Property. Accordingly, the amount of cash flow received by the
Partnership pursuant to the terms of the Loan depends heavily on the discretion
exercised by ConCap Holdings with respect to sales, refinancing of, or
obtaining financing on, any CCEP/2 Property.
CCEP/2's investment portfolio currently consists of six office
buildings and four residential apartment complexes, all of which serve as
collateral for the Loan. The deeds of trust in favor of the Partnership that
encumber the CCEP/2 Properties are subordinated to the mortgage liens in favor
of unaffiliated third parties that secure an aggregate indebtedness (the
"Senior Mortgage Indebtedness") of $32,764,720 (as of June 30, 1998). Those
properties are as follows: a 115,829 square foot commercial complex in
Southfield, Michigan; a 101,823 square foot commercial complex in Southfield,
Michigan; a 64,762 square foot commercial complex in Southfield, Michigan; a
173,991 square foot commercial complex in Southfield, Michigan; a 262,457
square foot commercial complex in Richmond, Virginia; a 159,416 square foot
commercial complex in Santa Ana, California; a 90-unit residential apartment
complex in Littleton, Colorado; a 176-unit residential apartment complex in
Woodbridge, Illinois; a 330-unit residential apartment complex in Cincinnati,
Ohio; and a 257-unit residential apartment complex in Houston, Texas.
Originally Anticipated Term of Partnership; Alternatives. According to
the Partnership's Prospectus dated July 22, 1983, Equity Partners/Two (CCEP/2's
predecessor in interest) anticipated that the it would sell and/or refinance
its properties, and consequently repay the Loan, approximately twelve years
(subject to its right to extend the Loan up to two additional years beyond its
initial ten-year term) after their acquisition, depending upon the then current
real estate and money markets, economic climate and income tax consequences to
the partners of Equity
16
<PAGE>
Partners/Two. The reorganization of Equity Partners/Two and its subsequent
conversion into CCEP/2 in 1990 resulted in a de facto extension of the
originally anticipated time period. See Section 13. Under the Limited
Partnership Agreement, the term of the Partnership will continue until December
31, 2013, unless sooner terminated as provided in the Limited Partnership
Agreement or by law. Limited Partners could, as an alternative to tendering
their Units, take a variety of possible actions including voting to liquidate
the Partnership or causing the Partnership to merge with another entity or
engage in a "roll-up" or similar transaction.
General Policy Regarding Sales and Refinancings of Partnership
Properties. In general, the General Partner and ConCap Holdings (which is an
affiliate of the General Partner) regularly evaluate the assets of CCEP/2 by
considering various factors, such as the financial position of the Partnership
and CCEP/2 and real estate and capital markets conditions. In this process, the
General Partner and ConCap Holdings monitor each property's specific locale and
sub-market conditions, evaluating current trends, competition, new construction
and economic changes. The General Partner and ConCap Holdings oversee each
asset's operating performance and continuously evaluate the physical
improvement requirements. In addition, the financing structure for each
property, tax implications and the investment climate are all considered. Any
of these factors, and possibly others, could potentially contribute to any
decision by the General Partner or ConCap Holdings to sell, refinance, obtain
financing on, upgrade with capital improvements or hold a particular CCEP/2
Property. The Partnership and CCEP/2 could seek to arrange mortgage loans
secured by the CCEP/2 Properties that would have priority over the Loan, and to
use the proceeds of those loans for distributions to the Limited Partners or
other appropriate purposes. The Participating Note Master Loan Agreement, dated
July 22, 1983, by and between the Partnership and Equity Partners/Two (the
"Original Loan Agreement"), contained a provision (the "CCEP/2 Debt Limit
Provision") to the effect that CCEP/2 was not permitted to incur indebtedness
owed to unaffiliated third parties on the CCEP/2 Properties in an amount that
exceeded 25% of the original aggregate purchase price of the CCEP/2 Properties.
The Limited Partnership Agreement describes the CCEP/2 Debt Limit Provision and
references further information as found in the Original Loan Agreement. The
Amended Loan Agreement, dated November 15, 1990, by and between the Partnership
and Equity Partners/Two (the "Amended Loan Agreement") which by its terms
replaced the Original Loan Agreement, does not contain the CCEP/2 Debt Limit
Provision; however, the Purchaser has been advised that the General Partner has
not determined whether the CCEP/2 Debt Limit Provision contained in the
Original Loan Agreement continues to apply despite the absence of that
provision in the Amended Loan Agreement. Such a determination is not likely to
be made except in connection with a future proposed financing, if any, and
would depend heavily on the advice received from legal counsel to the
Partnership and the General Partner. In any event, as a matter of law, CCEP/2
would need the consent of the Partnership in order to incur mortgage
indebtedness secured by the CCEP/2 Properties that would have priority over the
deeds of trust securing the Loan. The Limited Partnership Agreement provides
that Limited Partners holding a majority of the outstanding Units may, with the
consent of the General Partner, approve amendments to the Amended Loan
Agreement. The General Partner has advised the Purchaser that it may in the
future, if it deems it necessary or appropriate under the circumstances,
solicit the consent of the Limited Partners in connection with the incurrence
of additional or new mortgage indebtedness that would be senior in priority to
the Loan. Because these plans are subject to change, there can be no assurance
that any consent, if deemed required, will be sought as described above, that
CCEP/2 will seek to obtain financing of the type described above, or as to the
amount or timing of any distribution that might be made to Limited Partners
from the proceeds of any such financing. Based on the above considerations, the
General Partner and ConCap Holdings are not currently contemplating the sale or
refinancing of, or obtaining financing on, any CCEP/2 Properties.
Selected Financial and Property-Related Data. Set forth below are
summaries of certain financial and statistical information with respect to the
Partnership, CCEP/2 and each of the CCEP/2 Properties, all of which has been
excerpted or derived from the Partnership's Annual Reports on Form 10-K for the
years ended December 31, 1997, 1996, 1995, 1994 and 1993 and the Partnership's
Quarterly Reports on Form 10-Q for the periods ended March 31, 1998 and 1997.
Information on CCEP/2 and the CCEP/2 Properties is contained in exhibits to the
Partnership's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
More comprehensive financial and other information is included in such reports
and other documents filed by the Partnership with the Commission, and the
following summary is qualified in its entirety by reference to such reports and
other documents and all the financial information and related notes contained
therein.
17
<PAGE>
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
SELECTED FINANCIAL DATA
(in thousands, except Unit data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED FISCAL YEAR ENDED
MARCH 31, DECEMBER 31,
----------------------- ---------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ------------ ----------- ----------- ----------- ---------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Statements of Operations Data:
Rental Income...................... $ -- $ -- $ -- $ 1,210 $ 1,887 $ 1,798 $ 1,529
Other Income....................... $ 1,403 $ 433 $ 6,755 $ 860 $ 2,178 $ 2,559 $ 2,539
Total Revenues.................. $ 1,403 $ 433 $ 6,755 $ 2,070 $ 4,065 $ 4,357 $ 4,068
Income (Loss) from Operations
(before extraordinary item)..... $ 1,236 $ 324 $ 6,275 $ (579) $(2,616) $(10,736) $(3,146)
Net Income (Loss).................. $ 1,236 $ 324 $ 6,275 $ (579) $(2,616) $(10,736) $(3,146)
Net Income (Loss) per Unit......... $ 1.35 $ .35 $ 6.83 $ (.63) $ (2.85) $(11.69) $ (3.43)
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
MARCH 31, DECEMBER 31,
----------------------- ---------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ------------ ----------- ----------- ----------- ---------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheets Data:
Total Assets....................... $ 50,635 $ 54,955 $ 50,906 $ 54,636 $ 55,494 $ 61,073 $ 71,775
Total Liabilities.................. $ 149 $ 165 $ 157 $ 170 $ 449 $ 409 $ 375
Limited Partners' Equity (Deficit). $ 50,981 $ 55,347 $ 51,256 $ 55,026 $ 55,599 $ 61,162 $ 71,191
Units Outstanding.................. 909,134 909,138 909,134 909,138 909,138 909,145 909,154
Book Value per Unit................ $ 56.08 $ 60.88 $ 56.38 $ 60.53 $ 61.16 $ 67.27 $ 78.30
</TABLE>
CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
SELECTED FINANCIAL DATA
(in thousands, except Unit data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED FISCAL YEAR ENDED
MARCH 31, DECEMBER 31,
----------------------- ---------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ------------ ----------- ----------- ----------- ---------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Statements of Operations Data:
Rental Income...................... $ 4,383 $ 4,477 $ 17,149 $ 17,650 $ 16,963 $ 17,923 $ 1,529
Other Income....................... $ 358 $ 26 $ 3,974 $ 114 $ 125 $ 55 $ 2,539
Total Revenues.................. $ 4,741 $ 4,503 $ 21,123 $ 17,764 $ 17,088 $ 17,978 $ 4,068
Income (Loss) from Operations
(before extraordinary item)..... $ (5,543) $ (5,637) $ (19,882) $ (22,026) $ (36,270) $ (19,922) $ (3,146)
Net Income (Loss).................. $ (5,543) $ (5,637) $ (19,882) $ (22,026) $ (36,270) $ (19,922) $ (3,146)
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
MARCH 31, DECEMBER 31,
----------------------- ---------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ------------ ----------- ----------- ----------- ---------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheets Data:
Total Assets....................... $ 46,420 $ 48,356 $ 47,327 $ 48,867 $ 49,702 $ 68,190 $ 74,031
Total Liabilities.................. $ 274,941 $ 257,089 $ 270,305 $ 251,963 $ 230,764 $ 212,982 $ 198,901
Limited Partners' Equity (Deficit). $(226,250) $(206,660) $(220,762) $(201,079) $(179,265) $(143,358) $(123,635)
</TABLE>
- -----------------
* Per unit data is not applicable because limited partnership interests in
CCEP/2 are closely held, and are not in the form of units. Limited Partners
in the Partnership do not own any equity interests in CCEP/2; rather, the
principal asset of the Partnership is the Loan, which is an obligation of
CCEP/2.
18
<PAGE>
Description of Properties. Set forth below is a table showing the
location, the nature of CCEP/2's ownership interest in and the use of the
CCEP/2 Properties. All fee ownership of the CCEP/2 Properties is held subject
to the Loan.
<TABLE>
<CAPTION>
PROPERTY TYPE OF OWNERSHIP USE
- ----------------------------------- ----------------------------------------- ----------------------------
<S> <C> <C>
Canyon Crest Apartments Fee ownership Residential Apartments
Littleton, Colorado (subject to first mortgage) (90 units)
Central Park Place Fee ownership Commercial Center
Southfield, Michigan (115,829 sq. ft.)
Central Park Plaza Fee ownership Commercial Center
Southfield, Michigan (101,823 sq. ft.)
Crescent Center Fee ownership Commercial Center
Southfield, Michigan (64,762 sq. ft.)
Highcrest Townhomes Fee ownership Residential Apartments
Apartments (subject to first mortgage) (176 units)
Woodbridge, Illinois
Lahser Center I and II Fee ownership Commercial Center
Southfield, Michigan (173,991 sq. ft.)
Richmond Plaza Fee ownership Commercial Center
Richmond, Virginia (subject to first mortgage) (262,457 sq. ft.)
Town Center Plaza Fee ownership Commercial Center
Santa Ana, California (subject to first, second, third and (159,416 sq. ft.)
fourth mortgages)
Village Brooke Apartments Fee ownership Residential Apartments
Cincinnati, Ohio (subject to first mortgage) (330 units)
Windemere Apartments Fee ownership Residential Apartments
Houston, Texas (subject to first mortgage) (257 units)
</TABLE>
Accumulated Depreciation Schedule. Set forth below is a table showing
the gross carrying value and accumulated depreciation of the CCEP/2 Properties
as of December 31, 1997 ($ amounts in thousands).
<TABLE>
<CAPTION>
GROSS
CARRYING ACCUMULATED
PROPERTY VALUE DEPRECIATION RATE METHOD
- -------------------------------------- ------------- ------------- ---------- ---------
<S> <C> <C> <C> <C>
Canyon Crest Apartments $ 3,478 $ 1,843 3-20 yrs. S/L
Central Park Plaza 11,342 6,810 1-20 yrs. S/L
Central Park Place 10,410 6,417 1-20 yrs. S/L
Crescent Center 3,744 2,861 3-20 yrs. S/L
Lahser Center I and II 13,352 8,051 1-20 yrs. S/L
Highcrest Townhomes Apartments 7,562 4,120 3-20 yrs. S/L
Richmond Plaza 17,616 10,764 3-20 yrs. S/L
Town Center Plaza 16,187 10,149 1-20 yrs. S/L
Village Brooke Apartments 9,356 5,083 3-20 yrs. S/L
Windemere Apartments 6,322 3,403 3-20 yrs. S/L
--------- ---------
TOTALS $ 99,369 $ 59,501
========= =========
</TABLE>
19
<PAGE>
Schedule of Mortgages. Set forth below is a table showing certain
information regarding the outstanding mortgages encumbering the CCEP/2
Properties as of December 31, 1997 ($ amounts in thousands). All CCEP/2
Properties, including those listed below, are held subject to the Loan.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
BALANCE AT STATED BALANCE
DECEMBER 31, INTEREST PERIOD MATURITY DUE AT
PROPERTY 1997 RATE AMORTIZED DATE MATURITY
- -------------------------------------------- -------------- -------------- --------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Canyon Crest Apartments $ 2,000 7.33% (a) 11/01/03 $ 2,000
Highcrest Townhomes Apartments 4,000 7.33% (a) 11/01/03 4,000
Richmond Plaza 14,500 7.88% (a) 06/01/00 14,500
Town Center Plaza
First Mortgage 474 9.88% 25 yrs. 08/01/03 9
Second Mortgage 197 8.63% 25 yrs. 06/01/00 7
Third Mortgage 1,086 8.75% 25 yrs. 10/01/00 1,028
Other Mortgage 868 8.75% 26 yrs. 10/01/00 823
Village Brooke Apartments 6,780 8.00% 25 yrs. 12/01/02 6,161
Windemere Apartments 3,000 7.33% (a) 11/01/03 3,000
--------- ---------
TOTALS $ 32,905 $ 31,528
========= =========
</TABLE>
- ---------------------------------
(a) Interest only.
Average Annual Rental Rate and Occupancy. Set forth below is a table
showing the average annual rental rates and occupancy percentages for the
CCEP/2 Properties during 1997.
<TABLE>
<CAPTION>
AVERAGE
AVERAGE ANNUAL ANNUAL
PROPERTY RENTAL RATE OCCUPANCY
- ---------------------------------------- ------------------------ ----------------
<S> <C> <C>
Canyon Crest Apartments $ 8,485/unit 96%
Highcrest Townhomes Apartments $ 9,789/unit 95%
Central Park Plaza $14.68/sq.ft. 97%
Central Park Place $13.82/sq.ft. 95%
Crescent Center $12.80/sq.ft. 86%
Lahser Center I and II $13.60/sq.ft. 98%
Richmond Plaza $11.68/sq.ft. 89%
Town Center Plaza $12.90/sq.ft. 75%
Village Brooke Apartments $ 7,324/unit 90%
Windemere Apartments $ 6,583/unit 95%
</TABLE>
Schedule of Real Estate Taxes and Rates. Set forth below is a table
showing the real estate taxes and rates for 1997 for each of the CCEP/2
Properties.
<TABLE>
<CAPTION>
1997 1997
PROPERTY BILLING RATE
- ------------------------------------------- --------------------- -------------
<S> <C> <C>
Canyon Crest Apartments $ 21,000 8.24%
Central Park Plaza $ 125,000 5.62%
Central Park Place $ 117,000 5.71%
Crescent Center $ 64,000 5.76%
Highcrest Townhomes Apartments $ 187,000 7.70%
Lahser Center I and II $ 153,000 5.65%
Richmond Plaza $ 179,000 1.43%
Town Center Plaza $ 83,000 1.10%
Village Brooke Apartments $ 186,000 5.59%
Windemere Apartments $ 161,000 3.10%
</TABLE>
20
<PAGE>
Other Information. The Partnership is subject to the information
reporting requirements of the Exchange Act and accordingly is required to file
reports and other information with the Commission relating to its business,
financial results and other matters. Such reports and other documents may be
inspected at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, where copies may be obtained at
prescribed rates, and at the regional offices of the Commission located in the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and 7 World Trade Center, New York, New York 10048. Copies should be available
by mail upon payment of the Commission's customary charges by writing to the
Commission's principal offices at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission also maintains a web site that contains reports, proxy
and other information filed electronically with the Commission, the address of
which is http://www.sec.gov.
Cash Distributions History. The Partnership has made a cash
distribution to Limited Partners of $1.65 per Unit in 1998 (through July 30),
and made distributions of $10.98 per Unit in 1997 and $3.27 per Unit in 1995.
Prior to 1995, the last distribution made by the Partnership to Limited
Partners was in 1991 ($2.20 per Unit). The 1997 distribution consisted
primarily of surplus funds (approximately $9.90 per Unit) from obtaining
financing on certain of the CCEP/2 Properties which funds were paid to the
Partnership as a reduction of the outstanding principal balance of the Loan;
the remaining portion was from operating cash flow. The Limited Partnership
Agreement requires that the General Partner maintain minimum working capital
reserves ($7,082,000 as of June 30, 1998) equal to 5% of net Invested Capital
(as defined in the Limited Partnership Agreement). In total, original investors
in the Partnership have received distributions of $196.29 in respect of their
original $250 investment made in 1983.
Operating Budgets of the Partnership and CCEP/2. A summary of the
combined fiscal 1997 and 1998 operating budgets and the audited results of
operations for fiscal 1997 of the Partnership and CCEP/2 are set forth in the
table below. The budgeted amounts provided below are figures that were not
computed in accordance with generally accepted accounting principles ("GAAP").
Historically, budgeted operating results of operations for a particular fiscal
year have differed significantly in certain respects from the audited operating
results for that year. In particular, items that are categorized as capital
expenditures for purposes of preparing the operating budgets are often
re-categorized as expenses when the financial statements are audited and
presented in accordance with GAAP. Therefore, the summary operating budget
presented for fiscal 1998 should not necessarily be considered as indicative of
what the audited operating results for fiscal 1998 will be. Furthermore, any
estimate of the future performance of a business, such as the Partnership's or
CCEP/2's business, is forward-looking and based on numerous assumptions, some
of which inevitably will prove to be incorrect. For this reason, it is probable
that the combined future operating results of the Partnership and CCEP/2 will
differ from those projected in the operating budget, and those differences may
be material. Therefore, such information should not be relied on by Limited
Partners.
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1997 FISCAL 1998
BUDGETED AUDITED BUDGETED
-------------- -------------- --------------
<S> <C> <C> <C>
Total Revenues from Property Operations........................... $ 18,694,000 $ 18,384,000 $ 18,721,000
Total Operating Expenses ......................................... $ 9,492,000 $ 12,047,000 $ 9,777,000
Net Operating Income.............................................. $ 9,202,000 $ 6,337,000 $ 8,944,000
Capital Expenditures.............................................. $ 3,656,000 $ 3,022,000 $ 3,398,000
</TABLE>
SECTION 10. CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES.
The General Partner and its affiliates have conflicts of interest with respect
to the Offer as set forth below.
Conflicts of Interest with Respect to the Offer. The General Partner
has conflicts of interest with respect to the Offer, including conflicts
resulting from its affiliation with IPT and the Purchaser. The General Partner
also would have a conflict of interest (i) as a result of the fact that a sale
or liquidation of the Partnership's assets would result in a decrease or
elimination of the fees paid to the General Partner and/or its affiliates and
(ii) as a consequence of the Purchaser's ownership of Units, because the
Purchaser (which is an affiliate of the General Partner) may have incentives to
seek to maximize the value of its ownership of Units, which in turn may result
in a conflict for the General Partner in attempting to reconcile the interests
of the Purchaser (which is an affiliate of
21
<PAGE>
the General Partner) with the interests of the other Limited Partners. In
addition, the Purchaser (which is an affiliate of the General Partner) is
making the Offer with a view to making a profit. Accordingly, there is a
conflict between the desire of the Purchaser (which is an affiliate of the
General Partner) to purchase Units at a low price and the desire of the Limited
Partners to sell their Units at a high price. The General Partner has indicated
in the Schedule 14D-9 that it is remaining neutral and making no recommendation
as to whether Limited Partners should tender their Units pursuant to the Offer.
LIMITED PARTNERS ARE URGED TO READ THIS OFFER TO PURCHASE AND THE SCHEDULE
14D-9 AND THE RELATED MATERIALS CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING
WHETHER TO TENDER THEIR UNITS.
Voting by the Purchaser. The Limited Partnership Agreement provides
that the General Partner has absolute discretion as to whether to admit an
assignee of Units to the Partnership as a substituted Limited Partner. The
Purchaser (which is an affiliate of the General Partner) will seek to be
admitted to the Partnership as a substituted Limited Partner upon consummation
of the Offer and, when admitted, will have the right to vote each Unit
purchased pursuant to the Offer. Even if the Purchaser (which is an affiliate
of the General Partner) is not admitted to the Partnership as a substituted
Limited Partner, however, the Purchaser nonetheless will have the right to vote
each Unit purchased in the Offer pursuant to the irrevocable appointment by
tendering Limited Partners of the Purchaser (which is an affiliate of the
General Partner) and its managers and designees as proxies with respect to the
Units tendered by such Limited Partners and accepted for payment by the
Purchaser. See Section 3.
If the Purchaser (which is an affiliate of the General Partner) is
successful in acquiring more than 269,459 Units pursuant to the Offer (or
otherwise), IPT (which controls the General Partner, IPLP and the Purchaser)
will own in excess of 50% of the total outstanding Units and, as a result, will
be able to control the outcome of all voting decisions with respect to the
Partnership. Even if the Purchaser acquires a lesser number of Units pursuant
to the Offer, however, because IPT already owns (through IPLP) approximately
20.4% of the outstanding Units it will be able to significantly influence the
outcome of all voting decisions with respect to the Partnership. In general,
IPLP and the Purchaser (which are affiliates of the General Partner) will vote
the Units owned by them in whatever manner they deem to be in IPT's best
interests, which, because of their relationship with the General Partner, also
may be in the interest of the General Partner, but may not be in the interest
of other Limited Partners. This could (i) prevent non-tendering Limited
Partners from taking action they desire but that IPT opposes and (ii) enable
IPT to take action desired by IPT but opposed by non-tendering Limited
Partners. Under the Limited Partnership Agreement, Limited Partners holding a
majority of the Units are entitled to take action with respect to a variety of
matters, including: removal of the General Partner and in certain circumstances
election of a new or successor general partner; dissolution of the Partnership;
the sale of all or substantially all of the assets of the Partnership; and most
types of amendments to the Limited Partnership Agreement. See Section 7.
Financing Arrangements. The Purchaser (which is an affiliate of the
General Partner) expects to pay for the Units it purchases pursuant to the
Offer with funds provided by IPLP as capital contributions. IPLP in turn
intends to use its cash on hand and, if necessary, funds available to it under
its credit facility (as described in Section 12) to make such contributions.
See Section 12. It is possible, however, that in connection with its future
financing activities, IPT or IPLP may cause or request the Purchaser (which is
an affiliate of the General Partner) to pledge the Units as collateral for
loans, or otherwise agree to terms which provide IPT, IPLP and the Purchaser
with incentives to generate substantial near-term cash flow from the
Purchaser's investment in the Units. This could be the case, for example, if a
loan has a "balloon" maturity after a relatively short time or bears a high or
increasing interest rate. In such a situation, the General Partner may
experience a conflict of interest in seeking to reconcile the best interests of
the Partnership with the need of its affiliates for cash flow from the
Partnership's activities.
Transactions with Affiliates. Under the Limited Partnership Agreement,
the General Partner holds an interest in the Partnership and is entitled to
participate in certain cash distributions made by the Partnership to its
partners. The General Partner received from the Partnership in respect of its
interest in the Partnership cash distributions of $10,000 in 1997 and $30,000
in 1995. There were no distributions made to the General Partner in 1996. The
Partnership and CCEP/2 paid IRG and ICG property management fees for property
management services in the amounts of approximately $881,000, $946,000 and
$948,000 for the years ended December 31, 1997, 1996 and 1995, respectively,
and have paid IRG and ICG property management fees equal to $217,000 during
22
<PAGE>
the first three months of 1998. The Partnership and CCEP/2 reimbursed the
General Partner, ConCap Holdings and their affiliates (including Insignia) for
expenses incurred in connection with asset management and partnership
administration services performed by them for the Partnership for the years
ended December 31, 1997, 1996 and 1995 in the amounts of $574,000, $654,000 and
$708,000, respectively, and have reimbursed them in the amount of $153,000
through March 31, 1998. The reimbursement amount for the three months ended
March 31, 1998 includes $11,000 which was paid to an affiliate of the General
Partner for costs incurred in connection with construction oversight costs. The
Partnership and CCEP/2 paid $380,000, $295,000 and $615,000 for the years ended
December 31, 1997, 1996 and 1995, respectively, and $60,000 for the three
months ended March 31, 1998, to an affiliate of the General Partner for
commercial lease commissions. In addition, CCEP/2 is subject to an Investment
Advisory Agreement between CCEP/2 and an affiliate of ConCap Holdings (which is
an affiliate of the General Partner). This agreement provides for an annual
fee, payable in monthly installments, to an affiliate of ConCap Holdings for
advisory and consulting services for the CCEP/2 Properties. Advisory fees paid
pursuant to this agreement were $154,000, $154,000 and $178,000, respectively,
for the years ended December 31, 1997, 1996 and 1995, and $42,000 for the three
months ended March 31, 1998. For the period January 1, 1996 through August 31,
1997, the Partnership insured its properties under a master policy through an
agency affiliated with the General Partner, but with an insurer unaffiliated
with the General Partner. An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the then current year's
master policy. That agent assumed the financial obligations to the affiliate of
the General Partner who received payments on these obligations from the agent.
Insignia and the General Partner believe that the aggregate financial benefit
derived by Insignia and its affiliates from such arrangement was immaterial.
SECTION 11. CERTAIN INFORMATION CONCERNING THE PURCHASER, IPLP, IPT
AND INSIGNIA.
The Purchaser. The Purchaser (which is an affiliate of the General
Partner) is a newly formed entity controlled by IPT and organized for the
purpose of making the Offer. The Purchaser is a wholly-owned subsidiary of
IPLP. The Purchaser (which is an affiliate of the General Partner) has not
engaged in any business activity other than in connection with the Offer and
certain other tender offers for units of limited partnership interests in other
IPT Partnerships (as defined below) being made contemporaneously with the
Offer, and has no significant assets or liabilities at the present time. Upon
consummation of the Offer and such other offers, the Purchaser's only
significant assets will be the Units it acquires pursuant to the Offer and the
other limited partnership units it acquires pursuant to such other offers.
The principal executive offices of the Purchaser (which is an
affiliate of the General Partner) are located at One Insignia Financial Plaza,
P.O. Box 19059, Greenville, South Carolina 29602, and its telephone number is
(864) 239-1300. For certain information concerning the managers of the
Purchaser (which is an affiliate of the General Partner), see Schedule II to
this Offer to Purchase.
IPT and IPLP. IPT was formed by Insignia in May 1996, for the purpose
of acquiring and owning interests in multi-family residential properties,
principally through ownership of limited and general partner interests in real
estate limited partnerships (including the Partnership). IPT has been organized
and operates in a manner that will qualify it to be taxed as a real estate
investment trust ("REIT") under the Code. Substantially all of IPT's
investments are held through IPLP, which is the operating partnership of IPT.
IPT is presently the sole general partner and Insignia is presently the sole
limited partner of IPLP.
IPT has engaged Insignia to provide certain investment banking and
related services to IPT and IPLP, including in connection with the Offer.
Substantially all of IPT's assets consist of (i) interests in entities
which comprise or control the managing general partners of real estate limited
partnerships, including the Partnership (the "IPT Partnerships"), which
interests are held by IPT directly, and (ii) limited partner interests in the
IPT Partnerships, which interests are held through IPLP. The IPT Partnerships
own, in the aggregate, 349 properties containing approximately 73,000
23
<PAGE>
residential apartment units and approximately 5.9 million square feet of
commercial space. See Schedule V for a list of the IPT Partnerships in which
IPT has a material investment.
On July 18, 1997, IPT, Insignia, MAE GP Corporation (which at the time
was an affiliate of IPT but has subsequently been merged into IPT, see Section
13) ("MAE GP"), and Angeles Mortgage Investment Trust, an unincorporated
California business trust ("AMIT"), entered into a definitive merger agreement
(the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and
into IPT, with IPT being the surviving entity, in a stock for stock transaction
(the "AMIT Merger"). AMIT is a public company whose Class A shares trade on the
American Stock Exchange under the symbol ANM. Insignia and its affiliates
currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT
Class A shares and all of the 1,675,113 outstanding AMIT Class B shares. If the
AMIT Merger is consummated, IPT will become a publicly traded company (IPT has
applied to list its shares on the American Stock Exchange, which listing would
be subject to completion of the AMIT Merger), and it is anticipated that
Insignia and its affiliates will own approximately 57% of post-merger IPT, the
former AMIT shareholders (other than Insignia and its affiliates) will own
approximately 16% of post-merger IPT, and the current unaffiliated shareholders
of IPT will own the remaining 27% of post-merger IPT (see, however, the
discussion of the merger of Insignia and AIMCO in the following subsection of
this Section 9 captioned "Insignia").
The AMIT Merger is expected to be completed in the third quarter of
1998. However, consummation of the AMIT Merger is subject to several
conditions, including approval of the AMIT Merger Agreement and the AMIT Merger
by the shareholders of AMIT. Accordingly, there can be no assurance as to when
the AMIT Merger will occur, or that it will occur at all.
The principal executive offices of IPT and IPLP are located at One
Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and
the telephone number of each is (864) 239-1300. For certain information
concerning the trustees and executive officers of IPT, see Schedule III to this
Offer to Purchase. IPLP does not have any officers or employees.
24
<PAGE>
Set forth below is certain consolidated financial information with
respect to IPT and IPLP.
INSIGNIA PROPERTIES TRUST
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except share and unit data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED Year Ended Year Ended
MARCH 31, 1998 December 31, 1997 December 31, 1996
------------------- ----------------- -------------------
(unaudited) (audited) (audited)
<S> <C> <C> <C>
Statements of Operations Data:
Revenues.......................................... $ 5,757 $ 16,826 $ 9,705
Income Before Extraordinary Item.................. $ 2,054 $ 6,074 $ 3,557
Net Income........................................ $ 2,080 $ 6,004 $ 2,425
Supplemental Data:
Funds From Operations(1).......................... $ 7,439 $ 20,939 $ 12,563
IPT Common Shares Outstanding..................... $ 19,427,760 $ 18,573,151 $ 11,168,036
IPLP Units Outstanding............................ $ 9,934,476 $ 9,415,947 $ 8,399,499
----------- ---------- ----------
IPT Common Shares and IPLP Units Outstanding(2)... $ 29,362,236 $ 27,989,098 $ 19,567,535
========== ========== ==========
Balance Sheets Data:
Cash.............................................. $ 23,338 $ 37,432 $ 4,928
Investments in IPT Partnerships(3)................ $ 177,681 $ 159,469 $ 118,741
Long-Term Debt.................................... $ 21,957 $ 19,300 $ 19,730
Shareholders' Equity(4)........................... $ 206,298 $ 200,659 $ 121,068
</TABLE>
- -------------------------------
(1) Funds from Operations represent income or loss from real estate operations,
which is net income or loss in accordance with GAAP, excluding gains or
losses from debt restructuring or sales of property, plus depreciation and
provision for impairment.
(2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares.
(3) As of March 31, 1998, represented IPT's investment in 41 of the 124 IPT
Partnerships which IPT accounts for using the equity method. Of the
remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method
and two using the consolidation method.
(4) Includes Insignia's minority interest in IPLP.
Insignia. Insignia is a fully integrated real estate services
organization. Insignia is the largest manager of multi-family residential
properties in the United States and is among the largest managers of commercial
properties. Insignia's real estate services include property management,
providing all of the day-to-day services necessary to operate a property,
whether residential or commercial; asset management, including long-term
financial planning, monitoring and implementing capital improvement plans, and
development and execution of refinancings and dispositions; real estate leasing
and brokerage; maintenance and construction services; marketing and
advertising; investor reporting and accounting; and investment banking,
including assistance in workouts and restructurings, mergers and acquisitions,
and debt and equity securitizations.
Insignia provides property and/or asset management services for
approximately 3,800 properties, which include approximately 272,000 residential
units (including cooperative and condominium units), and in excess of 208
million square feet of retail, commercial and industrial space, located in over
500 cities in 48 states, Italy, the United Kingdom and Germany. Insignia
currently provides partnership administration services to approximately 900
limited partnerships having approximately 350,000 limited partners. Insignia is
a public company whose stock is traded on the New York Stock Exchange under the
symbol IFS.
On March 17, 1998, Insignia and Apartment Investment and Management
Company, a Maryland corporation ("AIMCO") entered into a definitive merger
agreement, (as amended and restated, the "AIMCO Merger Agreement"), pursuant to
which substantially all of Insignia's residential real estate operations and
ownership interests, including its interests in IPT and IPLP, are to be merged
with and into AIMCO, with AIMCO as the surviving corporation (the "AIMCO
Merger"). AIMCO is a public REIT whose Class A shares trade on the New York
Stock Exchange under the symbol AIV. The AIMCO Merger is expected to be
completed in the third quarter of 1998. However, consummation of the AIMCO
Merger is subject to certain conditions, including the approval
25
<PAGE>
of the shareholders of Insignia. Accordingly, there can be no assurance as to
when the AIMCO Merger will occur, or that it will occur at all.
Assuming the AIMCO Merger is consummated, AIMCO will succeed to
Insignia's ownership of IPT and IPLP, and thus IPT (and the Partnership) will
thereafter be controlled by AIMCO. In addition, AIMCO is required pursuant to
the AIMCO Merger Agreement to acquire all of the outstanding shares of IPT not
owned by Insignia by causing IPT to merge with and into AIMCO (or a subsidiary
of AIMCO) as soon as practicable after the consummation of the AIMCO Merger, in
which event IPT would cease to exist as a separate entity and AIMCO would
effectively own all of the Units acquired by the Purchaser pursuant to the
Offer.
Insignia is subject to the information and reporting requirements of
the Exchange Act and in accordance therewith is required to file periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Certain information, as of
particular dates, concerning Insignia's business, principal properties, capital
structure, material pending legal proceedings, operating results, financial
condition, directors and officers (including their remuneration and stock
options granted to them), the principal holders of Insignia's securities, any
material interests of such persons in transactions with Insignia and certain
other matters is required to be disclosed in proxy statements and annual
reports distributed to Insignia's shareholders and filed with the Commission.
Such reports, proxy statements and other information may be inspected and
copied at the Commission's public reference facilities and should also be
available for inspection in the same manner as set forth with respect to the
Partnership in Section 9.
Insignia's principal executive offices are located at One Insignia
Financial Plaza, Greenville, South Carolina 29602, and its telephone number is
(864) 239-1000. For certain information concerning the directors and executive
officers of Insignia, see Schedule IV to this Offer to Purchase.
Set forth below is certain consolidated financial information with
respect to Insignia and its consolidated subsidiaries for its fiscal years
ended December 31, 1997, 1996 and 1995 and the three-month periods ended March
31, 1998 and 1997. More comprehensive financial and other information is
included in Insignia's Annual Report on Form 10-K for the year ended December
31, 1997 (including management's discussion and analysis of financial condition
and results of operations) and in other reports and documents filed by Insignia
with the Commission. The financial information set forth below is qualified in
its entirety by reference to such reports and documents filed with the
Commission and the financial statements and related notes contained therein.
These reports and other documents may be examined and copies thereof may be
obtained in the manner set forth above.
26
<PAGE>
INSIGNIA FINANCIAL GROUP, INC.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
------------------------- --------------------------------------
1998 1997 1997 1996 1995
----------- ------------ ------------ ------------ -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Statements of Operations Data:
Total Revenues.................................. $ 130,458 $ 67,912 $ 400,843 $ 227,074 $ 123,032
Income Before Taxes and Extraordinary Item...... $ 3,486 $ 3,340 $ 17,055 $ 14,946 $ 10,093
Net Income...................................... $ 1,917 $ 2,004 $ 10,233 $ 8,564 $ 5,806
Earnings Per Share.............................. $ 0.06 $ 0.06 $ 0.32 $ 0.26 $ 0.20
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
MARCH 31, DECEMBER 31,
------------------------- --------------------------------------
1998 1997 1997 1996 1995
----------- ------------ ------------ ------------ -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Balance Sheets Data:
Cash and Cash Equivalents....................... $ 73,143 $ 69,821 $ 88,847 $ 54,614 $ 49,846
Receivables..................................... $ 151,919 $ 52,455 $ 122,180 $ 46,040 $ 26,445
Total Assets................................ $ 922,810 $ 486,809 $ 800,223 $ 492,402 $ 245,409
Accounts Payable................................ $ 17,347 $ 2,417 $ 13,705 $ 1,711 $ 1,497
Commissions Payable............................. $ 56,404 $ 18,264 $ 51,285 $ 18,736 $ 602
Accrued and Sundry Liabilities.................. $ 114,524 $ 32,186 $ 102,009 $ 40,741 $ 25,619
Long-Term Debt.................................. $ 258,422 $ 68,905 $ 189,704 $ 69,140 $ 42,996
Total Liabilities........................... $ 446,697 $ 121,772 $ 356,703 $ 130,328 $ 70,714
Redeemable Convertible Preferred Stock.......... -- -- -- -- $ 15,000
Redeemable Convertible Preferred Securities
of Subsidiary Trust........................... $ 144,137 143,943 $ 144,065 $ 144,169 --
Minority Interest in Consolidated Subsidiaries.. $ 65,082 $ -- $ 61,546 -- $ 2,682
Shareholders' Equity........................ $ 266,894 $ 221,094 $ 237,909 $ 217,905 $ 157,013
</TABLE>
Except as otherwise set forth herein and in Schedule I, none of the
Purchaser (which is an affiliate of the General Partner), IPLP, IPT, Insignia
or, to the best of the Purchaser's knowledge, any of the persons listed on
Schedules II, III or IV hereto, or any affiliate of the foregoing, (i)
beneficially owns or has a right to acquire any Units, (ii) has effected any
transaction in the Units in the last 60 days, or (iii) has any contract,
arrangement, understanding or relationship with any other person with respect
to any securities of the Partnership, including, but not limited to, contracts,
arrangements, understandings or relationships concerning the transfer or voting
thereof, joint ventures, loan or option arrangements, puts or calls, guarantees
of loans, guarantees against loss or the giving or withholding of proxies.
Andrew L. Farkas, who is the Chairman of the Board, Chief Executive Officer and
President of Insignia and a trustee of IPT, beneficially owns approximately 28%
of Insignia's outstanding common stock and, as a result, may be deemed to
beneficially own the Units owned by IPLP.
SECTION 12. SOURCE OF FUNDS. The Purchaser (which is an affiliate of
the General Partner) expects that approximately $16,000,000 will be required to
purchase 300,000 Units, if tendered, and to pay related fees and expenses. The
Purchaser (which is an affiliate of the General Partner) expects to obtain all
of those funds from IPLP, which in turn intends to use its cash on hand and
borrowings from its credit facility with a commercial bank and financial
institution. The Purchaser has not conditioned the Offer on obtaining
financing.
The following is a summary description of the existing credit facility
(the "Facility") provided for the benefit of IPLP pursuant to the Credit
Agreement, dated as of December 30, 1997 (the "Credit Agreement"), among IPLP,
as borrower, Lehman Commercial Paper, Inc., as syndication agent, First Union
National Bank, as administrative agent and the lenders from time to time
parties thereto (the "Lenders"). This summary description does not purport to
be complete and is qualified in its entirety by reference to the Credit
Agreement, a copy of
27
<PAGE>
which has been filed as an exhibit to the Purchaser's Tender Offer Statement on
Schedule 14D-1 filed with the Commission.
Pursuant to the Credit Agreement, the Lenders have made available to
IPLP a revolving credit facility of up to $50.0 million at any one time
outstanding. Loans under the Facility (the "Loans") may be utilized to finance
certain permitted investments and refinance certain investments made prior to
the date of the Credit Agreement. The Facility matures in a single installment
on December 30, 2000.
Loans bear interest, at IPLP's election, (i) at a rate equal to the
higher of (a) the rate announced from time to time by First Union National Bank
as its base lending rate or (b) the daily effective federal funds rate as
quoted by First Union National Bank; or (ii) at rates based on the London
interbank offered rate, as adjusted for certain reserve and other requirements
applicable to lenders, for one-, two-, three- or six-month periods plus an
interest margin of 2.50%. As of the date hereof, IPT has no outstanding
indebtedness under the Facility.
IPT is obligated to pay a commitment fee at a rate of 0.25% per annum
on the undrawn portion of the Facility. Such commitment fee is payable
quarterly in arrears and calculated based on the actual number of days elapsed
over a 365-day year.
The Loans are subject to mandatory prepayment only to the extent that
the aggregate outstanding principal amount of the Loans on any day exceeds the
amount of the Facility then in effect. Voluntary prepayments of the Loans and
voluntary reductions of the Facility are permitted in whole or in part at the
option of IPLP, in minimum principal amounts, without premium or penalty,
subject to reimbursement of certain of the Lenders' costs under certain
conditions.
IPLP's obligations under the Facility have been guaranteed by IPT and
such guaranty is secured by a first priority pledge of and security interest in
the capital stock or other equity interests held by IPT in each of the
subsidiaries of IPT which directly or indirectly, owns or controls the general
partner interest (including an interest in the General Partner) in any Real
Estate Entity (as defined below) in which IPLP, directly or indirectly owns a
limited partner interest (including the Partnership). In addition, the Facility
is secured by a first priority pledge of and security interest in all limited
partnership interests from time to time owned by IPLP and the equity interests
from time to time held by IPLP in any subsidiary of IPLP which itself owns
limited partnership interests. The Credit Agreement defines a "Real Estate
Entity" as any limited partnership, limited liability company, corporation or
other entity which has as its principal business the ownership of real property
or debt secured by real property. Thus, the IPT Partnerships (including the
Partnership) constitute Real Estate Entities for purposes of the Credit
Agreement.
The Facility contains representations and warranties, conditions
precedent, covenants, events of default and other provisions customarily found
in similar transactions.
SECTION 13. BACKGROUND OF THE OFFER.
Affiliation With the General Partner. Upon the Partnership's formation
in 1983, Consolidated Capital Equities Corporation ("CCEC"), a Colorado
corporation, was the corporate general partner and Consolidated Capital
Management Company, a California general partnership, was the non-corporate
general partner. As a result of a succession of agreements, CCEC became the
Partnership's managing general partner. In 1988, through a series of
transactions, Southmark Corporation acquired control of CCEC. In December 1988,
CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy
Code. In 1990, as part of CCEC's reorganization plan, the General Partner
acquired CCEC's general partner interests in the Partnership and in 15 other
affiliated public limited partnerships (the "Affiliated Partnerships") and the
General Partner replaced CCEC as the managing general partner of the
Partnership (and as the managing general partner of each of the Affiliated
Partnerships). The selection of the General Partner as the general partner of
the Partnership (and of each of the Affiliated Partnerships) was approved by a
majority of the Limited Partners in the Partnership (and by a majority of the
limited partners in each of the Affiliated Partnerships) pursuant to
solicitations commenced in August 1990. Insignia acquired the
28
<PAGE>
stock of the General Partner through two transactions in December 1994 and
October 1995, and contributed that stock to IPT in December 1996 in connection
with IPT's formation.
General Partner's Affiliation with CCEP/2. In 1989, Equity
Partners/Two, defaulted on certain interest payments that were due under the
original loan agreement between the Partnership and Equity Partners/Two, and
Equity Partners/Two subsequently filed for reorganization under Chapter 11 of
the United States Bankruptcy Code. In November 1990, as part of Equity
Partners/Two's reorganization plan, the Partnership and Equity Partners/Two
executed the Loan Agreement and CCEP/2 renewed the deeds of trust on the CCEP/2
Properties. ConCap Holdings (which is an affiliate of the General Partner) is
the sole general partner of CCEP/2, and has full discretion with respect to
conducting CCEP/2's business, including managing the CCEP/2 Properties and
initiating and approving capital expenditures and asset dispositions and
obtaining financing on, or refinancing any CCEP/2 Property. Under the terms of
the Loan, any net proceeds from sales or refinancings of the CCEP/2 Properties
are paid to the Partnership, after payment of a 3% disposition fee to ConCap
Holdings.
Previous Tender Offer. In 1997, Reedy River Properties, L.L.C. ("Reedy
River") acquired 168,737 (or approximately 18.6%) of the outstanding Units, at
a purchase price of $40 per Unit, pursuant to a tender offer commenced in
October 1997. Reedy River was affiliated with the IPLP, IPT, Insignia and the
General Partner at the time.
Determination of Purchase Price. In establishing the Purchase Price,
the Purchaser (which is an affiliate of the General Partner) reviewed certain
publicly available information and certain information made available to it by
the General Partner and ConCap Holdings and its other affiliates, including
among other things: (i) the Partnership's Limited Partnership Agreement, as
amended to date; (ii) the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-Q for
the period ended March 31, 1998; (iii) unaudited results of operations of the
CCEP/2 Properties for the period since the beginning of the Partnership's
current fiscal year; (iv) the operating budgets prepared by IRG and ICG with
respect to the CCEP/2 Properties for the year ending December 31, 1998; (v)
independent appraisals of certain of the CCEP/2 Properties; and (vi) other
information obtained by IRG, ICG, Insignia and other affiliates in their
capacities as providers of property management, asset management and
partnership administration services to the Partnership and CCEP/2. Information
on CCEP/2 and the CCEP/2 Properties is contained in exhibits to the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1997
and the Partnership's Quarterly Report on Form 10-Q for the three months ended
March 31, 1998. The Purchaser's determination of the Purchase Price was based
on its review and analysis of the foregoing information, the other financial
information and analyses concerning the Partnership summarized below. In
determining the Purchase Price, the Purchaser did not rely upon any material,
non-public information concerning the Partnership not summarized below or
elsewhere in this Offer to Purchase.
Trading History of Units. Secondary market sales activity for the
Units, including privately negotiated sales, has been limited and sporadic.
According to information obtained from the General Partner, from July 1, 1996
to June 30, 1998 an aggregate of 35,696 Units (representing less than 4.0% of
the total outstanding Units) was transferred (excluding the Units transferred
by Insignia to IPLP in connection with the formation of IPT and the Units
acquired by an affiliate of IPT and Insignia pursuant to a tender offer
commenced in October 1997) in sale transactions. Set forth in the table below
are the high and low sales prices of Units for the quarterly periods from July
1, 1996 to June 30, 1998 as reported by the General Partner and by The
Partnership Spectrum, which is an independent, third-party source. The gross
sales prices reported by The Partnership Spectrum do not necessarily reflect
the net sales proceeds received by sellers of Units, which typically are
reduced by commissions and other secondary market transaction costs to amounts
less than the reported prices; thus the Purchaser does not know whether the
information compiled by The Partnership Spectrum is accurate or complete. The
transfer paperwork submitted to the General Partner often does not include the
requested price information or contains conflicting information as to the
actual sales price; accordingly, Limited Partners should not rely upon this
information as being completely accurate.
29
<PAGE>
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
REPORTED SALES PRICES OF PARTNERSHIP UNITS
<TABLE>
<CAPTION>
AS REPORTED BY AS REPORTED BY
THE GENERAL PARTNER(A) THE PARTNERSHIP SPECTRUM(B)
------------------------------- ---------------------------------
LOW SALES HIGH SALES LOW SALES HIGH SALES
PRICE PRICE PRICE PRICE
PER UNIT PER UNIT PER UNIT PER UNIT
--------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
Fiscal Year Ended December 31, 1998:
Second Quarter.................................... $10 $44 $30 $43
First Quarter..................................... 13 44 37 44
Fiscal Year Ended December 31, 1997:
Fourth Quarter.................................... 11 41 11 37
Third Quarter ................................... 7 45 22 40
Second Quarter.................................... 10 35 17 35
First Quarter .................................... 10 44 30 48
Fiscal Year Ended December 31, 1996:
Fourth Quarter ................................... 10 43 30 46
Third Quarter..................................... 14 40 23 45
</TABLE>
(a) Although the General Partner requests and records information on the
prices at which Units are sold, it does not regularly receive or maintain
information regarding the bid or asked quotations of secondary market
makers, if any. The General Partner processes transfers of Units 12 times
per year - on the first day of each month. The prices in the table are
based solely on information provided to the General Partner by sellers and
buyers of Units transferred in sale transactions (i.e., excluding
transactions believed to result from the death of a Limited Partner,
rollover to an IRA account, establishment of a trust, trustee to trustee
transfers, termination of a benefit plan, distributions from a qualified
or non-qualified plan, uniform gifts, abandonment of Units or similar non-
sale transactions).
(b) The gross sales prices reported by The Partnership Spectrum do not
necessarily reflect the net sales proceeds received by sellers of Units,
which typically are reduced by commissions and other secondary market
transaction costs to amounts less than the reported prices. The Purchaser
(which is an affiliate of the General Partner) does not know whether the
information compiled by The Partnership Spectrum is accurate or complete.
The Purchaser (which is an affiliate of the General Partner) believes
that, although secondary market sales information probably is not a reliable
measure of value because of the limited and inefficient nature of the market
for Units, this information may be relevant to a Limited Partner's decision as
to whether to tender its Units pursuant to the Offer. At present, privately
negotiated sales and sales through intermediaries (e.g., through the trading
system operated by American Partnership Board, Inc., which publishes sell
offers by holders of Units) are the only means available to a Limited Partner
to liquidate an investment in Units (other than the Offer) because the Units
are not listed or traded on any exchange or quoted on NASDAQ.
General Partner's Estimate of Net Asset Value. The General Partner
prepared an estimate of the Partnership's net asset value per Unit in
connection with an offer to purchase up to 4.9% of the outstanding Units
commenced by a party unaffiliated with the Purchaser, IPLP, IPT or Insignia in
July 1998. The General Partner's estimate of the Partnership's net asset value
per Unit as of June 30, 1998 was $82 per Unit. The General Partner estimates
net asset value based on a hypothetical sale of all of the CCEP/2 Properties
and the distribution to the Limited Partners and the General Partner of the
proceeds of such sales, net of related indebtedness and transaction costs,
together with the Partnership's cash, proceeds from temporary investments, and
all other assets that are believed to have liquidation value, after provision
in full for all of the Partnership's other known liabilities. The net asset
value estimate prepared by the General Partner does not take into account (i)
timing considerations or (ii) costs associated with winding up the Partnership.
Therefore, the Purchaser believes that the General Partner's estimate of net
asset value per Unit does not necessarily represent either the fair market
value of a Unit or the amount a Limited Partner reasonably could expect to
receive if the CCEP/2 Properties were sold and the Partnership was liquidated.
For this reason, the Purchaser considered the General Partner's net asset value
estimate to be less meaningful in determining the Purchase Price than the pro
forma liquidation analysis described below.
30
<PAGE>
Appraisals. Certain of the CCEP/2 Properties have been appraised in
the past several years by independent, third party appraisers (either Koeppel
Tener Real Estate Services, Inc. ("KTR") or Joseph J. Blake & Associates, Inc.
("Blake")) in connection with initial financings obtained on those properties.
According to the appraisal reports, the scope of the appraisals included an
inspection of each property and an analysis of the respective surrounding
markets. In each case, the applicable independent appraiser relied principally
on the income capitalization approach to valuation and secondarily on the sales
comparison approach, and represented that its report was prepared in accordance
with the Code of Professional Ethics and Standards of Professional Appraisal
Practice of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice, and in compliance with the Appraisal Standards set forth in
the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (known
as "FIRREA"). The estimated market values of the fee simple estate of each of
the CCEP/2 Properties specified in the most recent appraisal reports for the
CCEP/2 Properties which have been appraised within the past three years are set
forth in the table below, and copies of the summaries of those appraisals have
been filed as exhibits to the Purchaser's Tender Offer Statement on Schedule
14D-1 filed with the Commission.
<TABLE>
<CAPTION>
APPRAISED DATE OF
PROPERTY NAME VALUE APPRAISAL APPRAISER
- ------------- --------------------- ---------------- -------------
<S> <C> <C> <C>
Canyon Crest $3,800,000 4/23/96 Blake
Highcrest Townhomes $8,250,000 4/12/96 KTR
Windemere $6,250,000 4/30/96 KTR
</TABLE>
Purchaser's Estimate of Gross Real Estate Value. In estimating the
gross real estate value of the CCEP/2 Properties, the Purchaser utilized the
capitalization of income approach for the residential properties and a
discounted cash flow analysis for the commercial properties. The estimate of
the gross real estate value of the CCEP/2 Properties prepared by the Purchaser
does not purport to be an estimate of the aggregate fair market value of the
Units themselves, nor should it be viewed as such by Limited Partners. Neither
the Purchaser nor any of its affiliates prepared any estimates of the values of
the CCEP/2 Properties based upon any other valuation method.
RESIDENTIAL PROPERTIES
The following is a description of the methodology employed by the
Purchaser in preparing such estimates for the residential properties owned by
CCEP/2 (as used below, "net operating income" is calculated before
depreciation, amortization, debt service payments and certain capital
expenditure items):
CANYON CREST APARTMENTS. In estimating the value of this property, the
Purchaser reviewed the income ($311,770) generated by the property for the five
months ended May 31, 1998 (comprised of $302,924 of gross rental income and
$8,846 of other income), and then deducted from this amount the total operating
expenses of the property for the first five months of 1998 ($131,435),
resulting in the Purchaser's estimate of net operating income for the first
five months of 1998 ($180,335). The Purchaser then annualized this amount,
resulting in estimated annual net operating income of $432,801. Finally, the
Purchaser capitalized its estimated annual net operating income amount at a 10%
capitalization rate, resulting in an estimated gross property value of
$4,328,010.
HIGHCREST TOWNHOMES APARTMENTS. In estimating the value of this
property, the Purchaser reviewed the income ($723,391) generated by the
property for the five months ended May 31, 1998 (comprised of $697,233 of gross
rental income and $26,158 of other income), and then deducted from this amount
the total operating expenses of the property for the first five months of 1998
($353,965), resulting in the Purchaser's estimate of net operating income for
the first five months of 1998 ($369,426). The Purchaser then annualized this
amount, resulting in estimated annual net operating income of $886,615, and
then reduced that annualized net operating income amount by $250 per apartment
unit, representing the Purchaser's estimate of the adjustment that would be
imputed by a third party purchaser in underwriting the operating expenses,
including normal replacement reserves, of the property for valuation purposes.
Finally, the Purchaser capitalized its estimated adjusted net operating income
amount ($842,615) at a 10% capitalization rate, resulting in an estimated gross
property value of $8,426,150.
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VILLAGE BROOKE APARTMENTS. In estimating the value of this property,
the Purchaser reviewed the income ($959,672) generated by the property for the
five months ended May 31, 1998 (comprised of $896,118 of gross rental income
and $63,554 of other income), and then deducted from this amount the total
operating expenses of the property for the first five months of 1998
($496,101), resulting in the Purchaser's estimate of net operating income for
the first five months of 1998 ($463,571). The Purchaser then annualized this
amount, resulting in estimated annual net operating income of $1,112,561, and
then increased that annualized net operating income amount by $200 per
apartment unit, representing the Purchaser's estimate of the adjustment that
would be imputed by a third party purchaser in underwriting the operating
expenses, including normal replacement reserves, of the property for valuation
purposes. Finally, the Purchaser capitalized its estimated adjusted net
operating income amount ($1,178,561) at a 10% capitalization rate, resulting in
an estimated gross property value of $11,785,610.
WINDEMERE APARTMENTS. In estimating the value of this property, the
Purchaser reviewed the income ($727,232) generated by the property for the five
months ended May 31, 1998 (comprised of $689,284 of gross rental income and
$37,948 of other income), and then deducted from this amount the total
operating expenses of the property for the first five months of 1998
($368,411), resulting in the Purchaser's estimate of net operating income for
the first five months of 1998 ($358,821). The Purchaser then annualized this
amount, resulting in estimated annual net operating income of $861,164, and
then reduced that annualized net operating income amount by $300 per apartment
unit, representing the Purchaser's estimate of the adjustment that would be
imputed by a third party purchaser in underwriting the operating expenses,
including normal replacement reserves, of the property for valuation purposes.
Finally, the Purchaser capitalized its estimated adjusted net operating income
amount ($784,064) at a 10% capitalization rate, resulting in an estimated gross
property value of $7,840,640.
COMMERCIAL PROPERTIES
The following is a description of the methodology employed by the
Purchaser in preparing the estimates of the values of the commercial properties
owned by CCEP/2:
CENTRAL PARK PLACE. In estimating the value of this property, the
Purchaser performed the following analysis. The Purchaser calculated estimated
annual cash flow through December 31, 2007 based on various assumptions,
including, among others, (i) market rents at various points in time, as
adjusted for inflation, (ii) lease expiration dates and renewal rates for
existing tenants, (iii) tenant improvement allowances for new leases and lease
renewals and (iv) length of new leases. The Purchaser, in order to arrive at a
present value of the estimated annual cash flows for years one through ten,
utilized the estimated annual cash flow for year one and applied a discount
rate of 12% in order to determine the present value of the estimated annual
cash flows for each of years two through ten. Next, the Purchaser capitalized
the estimated net operating income amount for each of years one through ten at
a 10.5% capitalization rate, then subtracted 3% for estimated sale transaction
costs, resulting in an estimated net liquidation value for the property for
each of years one through ten. The Purchaser, in order to arrive at a present
value of the estimated net liquidation value for years one through ten,
utilized the estimated net liquidation value for year one and applied a
discount rate of 12% in order to determine the present value of the estimated
net liquidation values for each of years two through ten. The Purchaser then
calculated an annual property value for each of the ten years based on the sum
of the present values of (A) estimated cash flow and (B) estimated net
liquidation value. Finally, the Purchaser totalled the annual property values
for each of the ten years and then divided that amount by ten, resulting in an
estimated property value of $8,950,810.
CENTRAL PARK PLAZA. In estimating the value of this property, the
Purchaser performed the following analysis. The Purchaser calculated estimated
annual cash flow through December 31, 2007 based on various assumptions,
including, among others, (i) market rents at various points in time, as
adjusted for inflation, (ii) lease expiration dates and renewal rates for
existing tenants, (iii) tenant improvement allowances for new leases and lease
renewals and (iv) length of new leases. The Purchaser, in order to arrive at a
present value of the estimated annual cash flows for years one through ten,
utilized the estimated annual cash flow for year one and applied a discount
rate of 12% in order to determine the present value of the estimated annual
cash flows for each of years two through ten. Next, the Purchaser capitalized
the estimated net operating income amount for each of years one through ten at
a 10.25% capitalization rate, then subtracted 3% for estimated sale transaction
costs, resulting in an estimated net liquidation value for the property for
each of years one through ten. The Purchaser, in order to arrive at a
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present value of the estimated net liquidation value for years one through ten,
utilized the estimated net liquidation value for year one and applied a
discount rate of 12% in order to determine the present value of the estimated
net liquidation values for each of years two through ten. The Purchaser then
calculated an annual property value for each of the ten years based on the sum
of the present values of (A) estimated cash flow and (B) estimated net
liquidation value. Finally, the Purchaser totalled the annual property values
for each of the ten years and then divided that amount by ten, resulting in an
estimated property value of $9,589,597.
CRESCENT CENTER. In estimating the value of this property, the
Purchaser performed the following analysis. The Purchaser calculated estimated
annual cash flow through December 31, 2007 based on various assumptions,
including, among others, (i) market rents at various points in time, as
adjusted for inflation, (ii) lease expiration dates and renewal rates for
existing tenants, (iii) tenant improvement allowances for new leases and lease
renewals and (iv) length of new leases. The Purchaser, in order to arrive at a
present value of the estimated annual cash flows for years one through ten,
utilized the estimated annual cash flow for year one and applied a discount
rate of 12% in order to determine the present value of the estimated annual
cash flows for each of years two through ten. Next, the Purchaser capitalized
the estimated net operating income amount for each of years one through ten at
an 11% capitalization rate, then subtracted 3% for estimated sale transaction
costs, resulting in an estimated net liquidation value for the property for
each of years one through ten. The Purchaser, in order to arrive at a present
value of the estimated net liquidation value for years one through ten,
utilized the estimated net liquidation value for year one and applied a
discount rate of 12% in order to determine the present value of the estimated
net liquidation values for each of years two through ten. The Purchaser then
calculated an annual property value for each of the ten years based on the sum
of the present values of (A) estimated cash flow and (B) estimated net
liquidation value. Finally, the Purchaser totalled the annual property values
for each of the ten years and then divided that amount by ten, resulting in an
estimated property value of $3,183,497.
LAHSER CENTER I AND II. In estimating the value of this property, the
Purchaser performed the following analysis. The Purchaser calculated estimated
annual cash flow through December 31, 2007 based on various assumptions,
including, among others, (i) market rents at various points in time, as
adjusted for inflation, (ii) lease expiration dates and renewal rates for
existing tenants, (iii) tenant improvement allowances for new leases and lease
renewals and (iv) length of new leases. The Purchaser, in order to arrive at a
present value of the estimated annual cash flows for years one through ten,
utilized the estimated annual cash flow for year one and applied a discount
rate of 12% in order to determine the present value of the estimated annual
cash flows for each of years two through ten. Next, the Purchaser capitalized
the estimated net operating income amount for each of years one through ten at
a 10.25% capitalization rate, then subtracted 3% for estimated sale transaction
costs, resulting in an estimated net liquidation value for the property for
each of years one through ten. The Purchaser, in order to arrive at a present
value of the estimated net liquidation value for years one through ten,
utilized the estimated net liquidation value for year one and applied a
discount rate of 12% in order to determine the present value of the estimated
net liquidation values for each of years two through ten. The Purchaser then
calculated an annual property value for each of the ten years based on the sum
of the present values of (A) estimated cash flow and (B) estimated net
liquidation value. Finally, the Purchaser totalled the annual property values
for each of the ten years and then divided that amount by ten, resulting in an
estimated property value of $12,556,228.
RICHMOND PLAZA. In estimating the value of this property, the
Purchaser performed the following analysis. The Purchaser calculated estimated
annual cash flow through December 31, 2007 based on various assumptions,
including, among others, (i) market rents at various points in time, as
adjusted for inflation, (ii) lease expiration dates and renewal rates for
existing tenants, (iii) tenant improvement allowances for new leases and lease
renewals and (iv) length of new leases. The Purchaser, in order to arrive at a
present value of the estimated annual cash flows for years one through ten,
utilized the estimated annual cash flow for year one and applied a discount
rate of 12% in order to determine the present value of the estimated annual
cash flows for each of years two through ten. Next, the Purchaser capitalized
the estimated net operating income amount for each of years one through ten at
a 10.5% capitalization rate, then subtracted 3% for estimated sale transaction
costs, resulting in an estimated net liquidation value for the property for
each of years one through ten. The Purchaser, in order to arrive at a present
value of the estimated net liquidation value for years one through ten,
utilized the estimated net liquidation value for year one and applied a
discount rate of 12% in order to determine the present value of the estimated
net liquidation values for each of years two through ten. The Purchaser then
calculated an annual property value for
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each of the ten years based on the sum of the present values of (A) estimated
cash flow and (B) estimated net liquidation value. Finally, the Purchaser
totalled the annual property values for each of the ten years and then divided
that amount by ten, resulting in an estimated property value of $18,093,257.
TOWN CENTER PLAZA. In estimating the value of this property, the
Purchaser performed the following analysis. The Purchaser calculated estimated
annual cash flow through December 31, 2007 based on various assumptions,
including, among others, (i) market rents at various points in time, as
adjusted for inflation, (ii) lease expiration dates and renewal rates for
existing tenants, (iii) tenant improvement allowances for new leases and lease
renewals and (iv) length of new leases. The Purchaser, in order to arrive at a
present value of the estimated annual cash flows for years one through ten,
utilized the estimated annual cash flow for year one and applied a discount
rate of 12% in order to determine the present value of the estimated annual
cash flows for each of years two through ten. Next, the Purchaser capitalized
the estimated net operating income amount for each of years one through ten at
a 10.5% capitalization rate, then subtracted 3% for estimated sale transaction
costs, resulting in an estimated net liquidation value for the property for
each of years one through ten. The Purchaser, in order to arrive at a present
value of the estimated net liquidation value for years one through ten,
utilized the estimated net liquidation value for year one and applied a
discount rate of 12% in order to determine the present value of the estimated
net liquidation values for each of years two through ten. The Purchaser then
calculated an annual property value for each of the ten years based on the sum
of the present values of (A) estimated cash flow and (B) estimated net
liquidation value. Finally, the Purchaser totalled the annual property values
for each of the ten years and then divided that amount by ten, resulting in an
estimated property value of $12,342,330.
* * *
Based on the individual estimates of the gross values of the CCEP/2
Properties described above, the Purchaser estimated that the current aggregate
gross real estate value of the CCEP/2 Properties is $97,096,129 (the "Gross
Real Estate Value Estimate"). The property-specific capitalization rates used
by the Purchaser in the valuation estimates described above were based upon the
Purchaser's, IPT's and Insignia's general knowledge of the revenues and
expenses associated with operating multi-family and commercial properties in
the markets in which the CCEP/2 Properties are located, their general knowledge
of property values in those markets and their experience in the real estate
market in general.
Although there are several other methods of estimating the value of
real estate of this type, the Purchaser believes that these approaches
represent reasonable methods of estimating the aggregate gross value of the
CCEP/2 Properties (without taking into account the costs of disposing of
CCEP/2's multi-family properties), subject to the substantial uncertainties
inherent in any estimate of value. The use of other assumptions, however,
particularly as to the applicable capitalization rate, could produce
substantially different results. In valuing the commercial properties owned by
CCEP/2, the Purchaser employed a discounted cash flow analysis based on
software programs traditionally used and determined as reasonable by others in
the industry, such as "Argus" or "Project." This method relies on a number of
assumptions including, among others, (i) rental rates for new leases and lease
renewals, (ii) tenant improvement allowances for new leases and lease renewals,
(iii) brokers' commissions, (iv) lease periods, (v) capital expenditures and
(vi) discount rates applied to future cash flows. The use of assumptions or
variables that differ from those described above, particularly the applicable
discount rate, could produce substantially different results. None of the
Purchaser, IPT or Insignia solicited any offers or inquiries from prospective
buyers of the CCEP/2 Properties in connection with preparing the Purchaser's
estimates of the fair market values of those properties, and the actual amounts
for which the CCEP/2 Properties might be sold could be significantly higher or
significantly lower than the Purchaser's estimates.
The Gross Real Estate Value Estimate does not take into account (i)
the third party debt (which is senior to the Loan) encumbering the CCEP/2
Properties or the other liabilities of the Partnership and CCEP/2, (ii) cash
and other assets held by the Partnership and CCEP/2, (iii) real estate
transaction costs that would be incurred on a sale of the multi-family
properties owned by CCEP/2, such as brokerage commissions and other selling and
closing expenses, (iv) timing considerations or (v) costs associated with
winding up the Partnership and CCEP/2. For this reason, the Purchaser considers
the Gross Real Estate Value Estimate to be less meaningful in evaluating
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the Purchase Price offered by the Purchaser than its pro forma estimate of the
net liquidation value per Unit described below.
Purchaser's Pro Forma Estimate of Net Liquidation Value per Unit. The
Purchaser is offering to purchase Units, which are a relatively illiquid
investment, and is not offering to purchase the Partnership's underlying assets
or assume any of its liabilities. Consequently, the Purchaser does not believe
that the per-Unit amount which might be distributed to Limited Partners
following a future sale of all of the CCEP/2 Properties necessarily reflects
the present fair value of a Unit. Conversely, the realizable value of the
Partnership's assets clearly is a relevant factor in determining the price a
prudent purchaser would offer for Units.
The Loan held by the Partnership is not typical of the kinds of loans
traded in the secondary loan markets. Loans generally are traded at prices that
reflect the yield the purchaser expects to realize from scheduled payments
(including payments due at maturity) on the purchased loans. Because the Loan
is unusual, the Purchaser believes a conventional loan valuation analysis is
probably not a realistic approach to valuation. The Purchaser believes a
purchaser of the Loan more likely would view the Loan as approximately
equivalent to outright ownership of the CCEP/2 Properties, because the
outstanding principal amount of the Loan, approximately $240,084,000 as of
March 31, 1998, including interest accrued and added to principal pursuant to
the terms of the Loan exceeds the Purchaser's estimate of the aggregate gross
property value of the CCEP/2 Properties ($97,096,129 as of July 30). It is very
unlikely that CCEP/2 would voluntarily transfer title to the CCEP/2 Properties
any earlier than that, even though the aggregate indebtedness under the Loan
exceeds the value of the CCEP/2 Properties by a large amount, because
disposition of the CCEP/2 Properties will have substantial adverse tax
consequences for the partners in CCEP/2. Any disposition of the CCEP/2
Properties would result in net cash proceeds, after repayment of the Senior
Mortgage Indebtedness and payment of transaction expenses and other costs of
sale. Indeed, it is possible that CCEP/2 might seek bankruptcy protection when
the Loan matures and becomes repayable in full, simply in order to further
postpone the adverse tax consequences associated with disposition of the CCEP/2
Properties. Accordingly, while the pro forma liquidation analysis described
below reflects an approach that may be relevant in evaluating the Purchaser's
Offer, the Purchaser believes the Estimated Liquidation Value per Unit does not
accurately reflect the current fair market value per Unit.
In performing this analysis, the Purchaser made a pro forma
calculation of the amount each Limited Partner might receive in a theoretical
orderly liquidation of the Partnership (which may not be realistically
possible, particularly in the near term, due to real estate market conditions,
the general difficulty of disposing of real estate in a short period of time,
and other general economic factors), based on the Gross Real Estate Value
Estimate described above, the assumption that the Loan could be sold for an
aggregate price equal to the value of the aggregate value of the CCEP/2
Properties, and the other considerations described below. The Purchaser based
its pro forma liquidation analysis on the Gross Real Estate Value Estimate (and
thus on the Purchaser's estimates, described above, of the values of the CCEP/2
Properties), as opposed to the appraised values of those properties or the
General Partner's net asset value estimate (each, as described above), because
the Purchaser believes that the Gross Real Estate Value Estimate represents the
best estimate, based on currently available information, of the values of the
CCEP/2 Properties.
In estimating the pro forma net liquidation value per Unit, the
Purchaser adjusted its Gross Real Estate Value Estimate of $97,096,129 to
reflect the Partnership's other assets and liabilities (excluding prepaid and
deferred expenses and security deposits). Specifically, the Purchaser added the
amounts of cash, accounts receivable and escrow deposits shown on the
Partnership's and CCEP/2's unaudited balance sheets at June 30, 1998
($17,836,540), and subtracted the Senior Mortgage Indebtedness encumbering the
CCEP/2 Properties ($32,764,720) and all other liabilities shown on the balance
sheets of the Partnership and CCEP/2 ($2,445,993). The Purchaser then deducted
from that amount $647,608, representing a reserve equal to 2% of the gross real
estate value estimate of the multi-family properties owned by CCEP/2 (which
represents the Purchaser's estimate of the probable costs of real estate
transfer taxes and other disposition expenses). Such expenses were factored
into the Purchaser's calculation of the value of the commercial properties
owned by CCEP (as described herein). The result, $79,074,348, represents the
Purchaser's pro forma estimate of the aggregate net liquidation proceeds
(before provision for the costs described in the following sentence) which
could be realized on an orderly liquidation of the Partnership, based on the
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assumptions implicit in the calculations described above. The Purchaser did
not, however, deduct any amounts in respect of the legal and other costs which
the Purchaser expects would be incurred in a liquidation, including the cost of
exerting rights as a mortgagee under the Loan or costs of negotiating purchase
and sale contracts, possibly conducting a consent solicitation in order to
obtain the Limited Partners' approvals for the sales as may be required by the
Limited Partnership Agreement, and winding up the Partnership, because of the
difficulty of estimating those amounts.
To complete its pro forma estimate of the amount of the theoretical
liquidation proceeds that would be distributable per Unit, the Purchaser then
deducted $2,912,884 (which represents the 3% non-subordinated disposition fee
payable to ConCap Holdings upon a sale of the CCEP/2 Properties), resulting in
net aggregate liquidation proceeds of $76,161,464. The Purchaser then deducted
1% which is the percentage allocable to the General Partner in respect of its
non-subordinated interest in the Partnership, and the remaining $75,399,849 was
then divided by the 909,134 Units reported as outstanding by the General
Partner as of July 1, 1998. The resulting estimated pro forma liquidation value
was $82.94 per Unit (the "Estimated Liquidation Value"), before provision for
the legal and other costs of liquidating the Partnership described in the last
sentence of the preceding paragraph.
The Purchaser's pro forma liquidation analysis described above is
merely theoretical and does not itself reflect the value of the Units because
(i) there is no assurance that any such liquidation in fact will occur in the
foreseeable future, (ii) any such liquidation prior to the currently-scheduled
maturity of the Loan on November 15, 2000 would require the consent of the
partners in CCEP/2, and the Purchaser believes those partners would not consent
because of the substantially adverse tax consequences of such a liquidation to
those partners, and (iii) any liquidation in which the estimated fair market
values described above might be realized would take an extended period of time
(at least a year, and quite possibly significantly longer), during which time
the Partnership and its partners would continue to be exposed to the risk of
fluctuations in asset values because of changing market conditions and other
factors. For any property sales in which the Partnership is required to
indemnify the buyer for matters arising after the closing, a portion of the
sales proceeds could be held by the Partnership until all possible claims were
satisfied, further extending the delay in the receipt by the Limited Partners
of liquidation proceeds. In light of these factors, the Purchaser (which is an
affiliate of the General Partner) believes the actual current value of the
Units is substantially less than its estimate of the Estimated Liquidation
Value. Conversely, there is a substantial possibility that the per-Unit value
realized in an orderly liquidation could be greater than the Estimated
Liquidation Value. A reduction in either operating expenses or capital
expenditures from the levels reflected in the property value calculations above
would result in a higher liquidation value under the method described above.
Similarly, a higher liquidation value would result if a buyer applied lower
capitalization rates (reflecting a willingness to accept a lower rate of return
on its investment) to the applicable net operating income generated by the
CCEP/2 Properties than the capitalization rates applied by the Purchaser. For
example, a 5% increase or decrease in the value of the CCEP/2 Properties would
produce a corresponding increase or decrease in the Estimated Liquidation Value
of approximately $5 per Unit. Furthermore, the analysis described above is
based on a series of assumptions, some of which may not be correct.
Accordingly, this analysis should be viewed merely as indicative of the
Purchaser's approach to valuing Units and not as any way predictive of the
likely result of any future transactions.
Litigation. On March 24, 1998, certain persons claiming to own limited
partner interests in certain limited partnerships (including the Partnership)
whose general partners (the "General Partners") are affiliates of Insignia (the
"Partnerships") filed a purported class and derivative action in California
Superior Court in the County of San Mateo (the "Complaint") against Insignia,
the General Partners (including the General Partner), certain persons and
entities who purportedly formerly controlled the General Partners, and
additional entities affiliated with and individuals who are officers, directors
and/or principals of several of the defendants. The complaint contains
allegations that, among other things, (i) the defendants breached their
fiduciary duties to the plaintiffs by selling or agreeing to sell their
"fiduciary positions" as stockholders, officers and directors of the General
Partners for a profit and retaining said profit rather than distributing it to
the plaintiffs; (ii) the defendants breached their fiduciary duties by
mismanaging the Partnerships and misappropriating the assets of the
Partnerships by (a) manipulating the operations of the Partnerships to depress
the trading price of limited partnership units (the "Units") of the
Partnerships; (b) coercing and fraudulently inducing unitholders to sell Units
to certain of the defendants at
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depressed prices; and (c) using the voting control obtained by purchasing Units
at depressed prices to entrench certain of the defendants' positions of control
over the Partnerships; and (iii) the defendants breached their fiduciary duties
to the plaintiffs by (a) selling assets of the Partnerships such as mailing
lists of unitholders; and (b) causing the General Partners to enter into
exclusive arrangements with their affiliates to sell goods and services to the
General Partners, the unitholders and tenants of Partnership properties. The
complaint also alleges that the foregoing allegations constitute violations of
various California securities, corporate and partnership statutes, as well as
conversion and common law fraud. The complaint seeks unspecified compensatory
and punitive damages, an injunction blocking the sale of control of the General
Partners to AIMCO and a court order directing the defendants to discharge their
fiduciary duties to the plaintiffs. As of the date of this Offer to Purchase,
defendants have not served or filed a reply to the complaint. IPT and Insignia
believe that the allegations contained in the Complaint are without merit and
intend to vigorously contest the plaintiffs' action.
SECTION 14. CONDITIONS OF THE OFFER. Notwithstanding any other term of
the Offer, the Purchaser (which is an affiliate of the General Partner) will
not be required to accept for payment or to pay for any Units tendered if all
authorizations, consents, orders or approvals of, or declarations or filings
with, or expirations of waiting periods imposed by, any court, administrative
agency or commission or other governmental authority or instrumentality,
domestic or foreign, necessary for the consummation of the transactions
contemplated by the Offer shall not have been filed, occurred or been obtained
prior to the Expiration Date. Furthermore, notwithstanding any other term of
the Offer and in addition to the Purchaser's right to withdraw the Offer at any
time before the Expiration Date, the Purchaser (which is an affiliate of the
General Partner) will not be required to accept for payment or pay for any
Units not theretofore accepted for payment or paid for and may terminate or
amend the Offer as to such Units if, at any time on or after the date of the
Offer and before the Expiration Date, any of the following conditions exists:
(a) a preliminary or permanent injunction or other order of any
federal or state court, government or governmental authority or agency shall
have been issued and shall remain in effect which (i) makes illegal, delays or
otherwise directly or indirectly restrains or prohibits the making of the Offer
or the acceptance for payment, purchase of or payment for any Units by the
Purchaser (which is an affiliate of the General Partner), (ii) imposes or
confirms limitations on the ability of the Purchaser effectively to exercise
full rights of ownership of any Units, including without limitation the right
to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise
on all matters properly presented to the Partnership's Limited Partners, (iii)
requires divestiture by the Purchaser of any Units, (iv) causes any material
diminution of the benefits to be derived by the Purchaser as a result of the
transactions contemplated by the Offer, or (v) might materially adversely
affect the business, properties, assets, liabilities, financial condition,
operations, results of operations or prospects of the Purchaser or the
Partnership;
(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed applicable
to the Offer by any federal or state court, government or governmental
authority or agency, which might, directly or indirectly, result in any of the
consequences referred to in clauses (i) through (v) of paragraph (a) above;
(c) any change or development shall have occurred or been threatened
since the date of the Offer to Purchase, in the business, properties, assets,
liabilities, financial condition, operations, results of operations or
prospects of the Partnership, which is or may be materially adverse to the
Partnership, or the Purchaser (which is an affiliate of the General Partner)
shall have become aware of any fact that does or may have a material adverse
effect on the value of the Units;
(d) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market in the United States, (ii) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) any limitation by any governmental authority on, or other
event which might affect, the extension of credit by lending institutions or
result in any imposition of currency controls in the United States, (iv) a
commencement of a war or armed hostilities or other national or international
calamity directly or indirectly involving the United States, (v) a material
change in United States or other currency exchange rates or a suspension of, or
imposition
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of a limitation on, the markets thereof, or (vi) in the case of any of the
foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof; or
(e) it shall have been publicly disclosed or the Purchaser (which is
an affiliate of the General Partner) shall have otherwise learned that (i) more
than ten percent of the outstanding Units have been or are proposed to be
acquired by another person (including a "group" within the meaning of Section
13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such
date had filed a Statement with the Commission pursuant to Section 13(d) or (g)
of the Exchange Act has increased or proposes to increase the number of Units
beneficially owned by such person or group as disclosed in such Statement by
two percent or more of the outstanding Units.
The foregoing conditions are for the sole benefit of the Purchaser
(which is an affiliate of the General Partner) and may be asserted by the
Purchaser regardless of the circumstances giving rise to such conditions or may
be waived by the Purchaser in whole or in part at any time and from time to
time in its sole discretion. Any determination by the Purchaser (which is an
affiliate of the General Partner) concerning the events described above will be
final and binding upon all parties.
SECTION 15. CERTAIN LEGAL MATTERS.
General. The Purchaser (which is an affiliate of the General Partner)
is not aware of any filings, approvals or other actions by any domestic or
foreign governmental or administrative agency that would be required prior to
the acquisition of Units by the Purchaser (which is an affiliate of the General
Partner) pursuant to the Offer, other than the filing of a Tender Offer
Statement on Schedule 14D-1 with the Commission (which has already been filed)
and any required amendments thereto. Should any such approval or other action
be required, it is the Purchaser's present intention that such additional
approval or action would be sought. Although there is no present intent to
delay the purchase of Units tendered pursuant to the Offer pending receipt of
any such additional approval or the taking of any such action, there can be no
assurance that any such additional approval or action, if needed, would be
obtained without substantial conditions or that adverse consequences might not
result to the Partnership's business, or that certain parts of the
Partnership's business might not have to be disposed of or other substantial
conditions complied with in order to obtain such approval or action, any of
which could cause the Purchaser (which is an affiliate of the General Partner)
to elect to terminate the Offer without purchasing Units thereunder.
Antitrust. The Purchaser (which is an affiliate of the General
Partner) does not believe that the Hart-Scott- Rodino Antitrust Improvements
Act of 1976, as amended, is applicable to the acquisition of Units contemplated
by the Offer.
Margin Requirements. The Units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to the Offer.
SECTION 16. FEES AND EXPENSES. Except as set forth in this Section 16,
the Purchaser (which is an affiliate of the General Partner) will not pay any
fees or commissions to any broker, dealer or other person for soliciting
tenders of Units pursuant to the Offer. The Purchaser (which is an affiliate of
the General Partner) has retained Beacon Hill Partners, Inc. to act as
Information Agent and Harris Trust Company of New York to act as Depositary in
connection with the Offer. The Purchaser (which is an affiliate of the General
Partner) will pay the Information Agent and the Depositary reasonable and
customary compensation for their respective services in connection with the
Offer, plus reimbursement for out-of-pocket expenses, and has agreed to
indemnify the Information Agent and the Depositary against certain liabilities
and expenses in connection therewith, including liabilities under the federal
securities laws. The Purchaser (which is an affiliate of the General Partner)
will also pay all costs and expenses of printing and mailing the Offer and its
legal fees and expenses.
38
<PAGE>
SECTION 17. MISCELLANEOUS. The Purchaser (which is an affiliate of the
General Partner) is not aware of any jurisdiction in which the making of the
Offer is not in compliance with applicable law. If the Purchaser (which is an
affiliate of the General Partner) becomes aware of any jurisdiction in which
the making of the Offer would not be in compliance with applicable law, the
Purchaser will make a good faith effort to comply with any such law. If, after
such good faith effort, the Purchaser (which is an affiliate of the General
Partner) cannot comply with any such law, the Offer will not be made to (nor
will tenders be accepted from or on behalf of) Limited Partners residing in
such jurisdiction. In those jurisdictions whose securities or blue sky laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of the Purchaser (which is an affiliate of the
General Partner) by one or more registered brokers or dealers licensed under
the laws of that jurisdiction.
No person has been authorized to give any information or to make any
representation on behalf of the Purchaser (which is an affiliate of the General
Partner) not contained in this Offer to Purchase or in the Assignment of
Partnership Interest and, if given or made, such information or representation
must not be relied upon as having been authorized.
The Purchaser (which is an affiliate of the General Partner), IPLP,
IPT and Insignia have filed with the Commission a Tender Offer Statement on
Schedule 14D-1, pursuant to Rule 14d-3 under the Exchange Act, furnishing
certain additional information with respect to the Offer, and may file
amendments thereto. The Schedule 14D-1 and any amendments thereto, including
exhibits, may be inspected and copies may be obtained at the same places and in
the same manner as set forth in Section 9 (except that they will not be
available at the regional offices of the Commission).
COOPER RIVER PROPERTIES, L.L.C.
JULY 30, 1998
39
<PAGE>
SCHEDULE I
TRANSACTIONS IN THE UNITS
EFFECTED BY IPLP IN THE PAST 60 DAYS
<TABLE>
<CAPTION>
Number of Price
DATE Units Purchased Per Unit
---- --------------- --------
<S> <C> <C>
6/8/98 7.80 $31.10
</TABLE>
S-1
<PAGE>
SCHEDULE II
INFORMATION REGARDING THE MANAGERS OF THE PURCHASER
Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation
or other organization in which such occupation or employment is conducted, and
the five-year employment history of each of the managers of the Purchaser. Each
person identified below is employed by Insignia and is a United States citizen.
The principal business address of the Purchaser and, unless otherwise
indicated, the business address of each person identified below, is One
Insignia Financial Plaza, Greenville, South Carolina 29602.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Jeffrey P. Cohen Jeffrey P. Cohen has been a Manager of the Purchaser since its inception in
375 Park Avenue July 1998. For additional information regarding Mr. Cohen, see Schedule III.
Suite 3401
New York, NY 10152
Adam B. Gilbert Adam B. Gilbert has been a Manager of the Purchaser since July 1998. For
200 Park Avenue additional information regarding Mr. Gilbert, see Schedule IV.
New York, NY 10166
Ronald Uretta Ronald Uretta has been a Manager of the Purchaser since its inception in July
1998. For additional information regarding Mr. Uretta, see Schedules III and
IV.
</TABLE>
S-2
<PAGE>
SCHEDULE III
INFORMATION REGARDING THE
TRUSTEES AND EXECUTIVE OFFICERS OF IPT
Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation
or other organization in which such occupation or employment is conducted, and
the five-year employment history of each of the trustees and executive officers
of IPT. Each person identified below is employed by Insignia and is a United
States citizen. The principal business address of IPT and, unless otherwise
indicated, the business address of each person identified below, is One
Insignia Financial Plaza, Greenville, South Carolina 29602. Trustees are
identified by an asterisk.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Andrew L. Farkas* Andrew L. Farkas has served as a Trustee of IPT and as Chairman
375 Park Avenue of the Board of Trustees and Chief Executive Officer of IPT since
Suite 3401 December 1996. For additional information regarding Mr. Farkas,
New York, NY 10152 see Schedule IV.
James A. Aston* James A. Aston has served as a Trustee of IPT since its inception
in May 1996, and has served as President and Director of IPT
since December 1996. For additional information regarding Mr.
Aston, see Schedule IV.
Frank M. Garrison* Frank M. Garrison has served as a Trustee of IPT since December
102 Woodmont Boulevard 1996. Mr. Garrison has also served as an Executive Managing
Suite 400 Director of IPT since December 1996. For additional information
Nashville, TN 37205 regarding Mr. Garrison, see Schedule IV.
Jeffrey P. Cohen Jeffrey P. Cohen has served as a Senior Vice President of IPT
375 Park Avenue since August 1997, and has served as Secretary of IPT since
Suite 3401 January 1998. From June until August 1997, Mr. Cohen served as
New York, NY 10152 a Vice President of IPT. Since April 1997, Mr. Cohen's principal
occupation has been to serve as a Senior Vice President --
Investment Banking of Insignia. Prior to April 1997, Mr. Cohen's
principal occupation was as an attorney with the law firm of Rogers
& Wells, New York, New York.
William D. Falls William D. Falls has served as the Controller of IPT since August
1997. Since April 1995, Mr. Falls' principal occupation has been
to serve as an accountant with Insignia. Prior to April 1995, Mr.
Falls' principal occupation was as a senior auditor with the
accounting firm of Ernst & Young LLP.
William H. Jarrard, Jr. William H. Jarrard, Jr. has served as a Senior Vice President of
IPT since August 1997, and served as Vice President and Director
of Operations of IPT from December 1996 until August 1997.
Mr. Jarrard's principal employment has been with Insignia for
more than the past five years. From January 1994 to September
1997, Mr. Jarrard served as Managing Director --
Partnership Administration of Insignia.
</TABLE>
S-3
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Ronald Uretta Ronald Uretta has served as Vice President and Treasurer of IPT
since December 1996. Mr. Uretta served as a Vice President of
IPT from December 1996 until August 1997 and as Chief Financial
Officer of IPT from May 1996 until December 1996. For
additional information regarding Mr. Uretta, see Schedule IV.
Carroll D. Vinson Carroll D. Vinson has served as Chief Operating Officer of IPT
since May 1997. Since August 1994, Mr. Vinson's principal
occupation has been to serve as President of the various corporate
general partners of partnerships controlled by Metropolitan Asset
Enhancement, L.P., which is an affiliate of Insignia.
</TABLE>
S-4
<PAGE>
SCHEDULE IV
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF INSIGNIA
Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation
or other organization in which such occupation or employment is conducted, and
the five-year employment history of each of the directors and executive
officers of Insignia. Unless otherwise indicated, each person identified below
is employed by Insignia and is a United States citizen. The principal business
address of Insignia and, unless otherwise indicated, the business address of
each person identified below, is One Insignia Financial Plaza, Greenville,
South Carolina 29602. Directors are identified by an asterisk.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Andrew L. Farkas* Andrew L. Farkas has been a Director of Insignia since its inception in
375 Park Avenue July 1990. Mr. Farkas has been Chairman and Chief Executive Officer
Suite 3401 of Insignia since January 1991 and President since May 1995. Mr.
New York, NY 10152 Farkas has also been President of Metropolitan Asset Group, Ltd.
("MAG"), a real estate investment banking firm, since 1983.
Robert J. Denison* Robert J. Denison has been a Director of Insignia since May 1996. For
1212 North Summit Drive more than the past five years, Mr. Denison's principal occupation has
Santa Fe, NM 87501 been as a General Partner of First Security Company II, L.P., an
investment advisory firm.
Robin L. Farkas* Robin L. Farkas has been a Director of Insignia since August 1993. Mr.
730 Park Avenue Farkas is the retired Chairman of the Board and Chief Executive Officer
New York, NY 10021 of Alexander's Inc., a real estate company. He also serves as a director
of Refac Technology Development Corporation, Noodle Kiddoodle, and
Containerways International Ltd.
Robert G. Koen* Robert G. Koen has been a Director of Insignia since August 1993.
125 West 55th Street Since February 1996, Mr. Koen has been a partner in the law firm of
New York, NY 10019 Akin, Gump, Strauss, Hauer & Feld, which represents Insignia and
certain of its affiliates from time to time. From January 1991 to
February 1996, Mr. Koen was a partner in the law firm LeBoeuf, Lamb,
Greene & MacRae.
Michael I. Lipstein* Michael I. Lipstein has been a Director of Insignia since August 1993.
110 East 59th Street For more than the past five years, Mr. Lipstein's principal occupation
New York, NY 10022 has been as a self-employed consultant in the real estate business,
including ownership, management and lending.
James A. Aston James A. Aston's principal employment has been with Insignia for more
than the past five years. Mr. Aston currently serves as Chief Financial
Officer of Insignia (since August 1996), with the Office of the Chairman
(since July 1994) and Executive Managing Director of Investment
Banking of Insignia (since January 1991).
Joseph T. Aveni Joseph T. Aveni's principal employment has been with Realty One, Inc.,
6000 Rockside Woods Blvd. a wholly-owned subsidiary of Insignia ("Realty One"), for more than the
Cleveland, OH 44131 past five years. Mr. Aveni currently serves as Chairman and Chief
Executive Officer of Realty One (since October 1997).
</TABLE>
S-5
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Anthony M. Ciepiel Mr. Ciepiel currently serves as a Director and Chief Operating Officer of
6000 Rockside Woods Blvd. Realty One (since October 1997). From 1994 to 1997, Mr. Ciepiel was
Cleveland, OH 44131 the President of Realty One. Prior to 1994, Mr. Ciepiel was the Chief
Financial Officer and Executive Vice President of Griswold, Inc., a full
service advertising agency.
Hugh V.A. Ellingham Hugh V.A. Ellingham's principal employment has been with Richard
Berkeley Square House Ellis for more than the past five years. Mr. Ellingham currently serves
London W1X 6AN as a Managing Director of Insignia for Richard Ellis (since Insignia's
England acquisition of Richard Ellis in 1998) and has been a director of Richard
Ellis since its inception in 1997. Mr. Ellingham is a citizen of the United
Kingdom.
Albert J. Frazia Albert Frazia has been a Senior Vice President -- Human Resources of
Insignia since August 1997. Prior to August 1997, Mr. Frazia's
principal employment for more than the prior five years was as Director
-- Human Resources of E&Y Kenneth Leventhal Real Estate Group,
New York, New York.
Alan C. Froggatt Alan C. Froggatt's principal employment has been with Richard Ellis for
Berkeley Square House more than the past five years. Mr. Froggatt currently serves as Chief
London W1X 6AN Executive Officer of Richard Ellis (since Insignia's acquisition of Richard
England Ellis in 1998). Mr. Froggatt is a citizen of the United Kingdom.
Frank M. Garrison Frank M. Garrison's principal employment has been with Insignia for
102 Woodmont Boulevard more than the past five years. Mr. Garrison currently serves as an
Suite 400 Executive Managing Director of Insignia (since July 1994) and as
Nashville, TN 37205 President of Insignia Financial Services, a division of Insignia (since July
1994).
Adam B. Gilbert Adam B. Gilbert has been General Counsel and Secretary of Insignia
200 Park Avenue since March 1998. Prior to that time, Mr. Gilbert's principal occupation
New York, NY 10166 was as a partner with the law firm of Nixon, Hargrave, Devans & Doyle,
LLP, New York, New York.
Jeffrey L. Goldberg Jeffrey L. Goldberg's principal employment has been with Insignia for
200 Park Avenue more than the past five years. Mr. Goldberg currently serves as a
New York, NY 10166 Managing Director -- Investment Banking of Insignia (since July 1994).
Edward S. Gordon Edward S. Gordon has been with the Office of the Chairman of Insignia
200 Park Avenue and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to
New York, NY 10166 July 1996, Mr. Gordon's principal employment for more than the prior
five years was as a founder and Chairman of Edward S. Gordon
Company, Incorporated ("ESG"), a commercial property management
and brokerage firm located in New York, New York that was acquired
by Insignia in June 1996.
Albert H. Gossett Albert H. Gossett's principal employment has been with Insignia for
more than the past five years. Mr. Gossett currently serves as a Senior
Vice President of Insignia (since July 1994) and as Chief Information
Officer of Insignia (since January 1991).
</TABLE>
S-6
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
<S> <C>
Andrew J.M. Huntley Andrew Huntley's principal employment has been with Richard Ellis
Berkeley Square House Group Limited, a wholly-owned U.K. subsidiary of Insignia ("Richard
London W1X 6AN Ellis"), for more than the past five years. Mr. Huntley currently serves
England as Chairman of Richard Ellis (since Insignia's acquisition of Richard Ellis
in 1998). Mr. Huntley is a citizen of the United Kingdom.
Neil Kreisel Neil Kreisel has been an Executive Managing Director of Insignia since
909 Third Avenue September 1995 and President of Insignia Residential Group since
New York, NY 10022 September 1997. Mr. Kreisel has also served as President of Insignia
Management Services -- New York, Inc., a subsidiary of Insignia, since
September 1995. Prior to September 1995, Mr. Kreisel's principal
occupation was to serve as President and Chief Executive Officer of
Kreisel Company, Inc., a residential property management firm located in
New York, New York which Insignia acquired in September 1995.
Martha Long Martha Long has been a Senior Vice President -- Finance of Insignia
since January 1997 and Controller of Insignia since June 1994. Prior to
June 1994, Ms. Long was Senior Vice President and Controller of The
First Savings Bank, FSB located in Greenville, South Carolina.
Thomas R. Shuler Thomas R. Shuler's principal employment has been with Insignia for
more than the past five years. Mr. Shuler currently serves as Chief
Operating Officer of Insignia Residential Group (since January 1997).
Stephen B. Siegel Stephen B. Siegel has been a Managing Director of Insignia since
200 Park Avenue June 1996, President of Insignia Commercial Group since January 1997
New York, NY 10166 and President of Insignia/ESG, Inc. since June 1996. From February
1992 until July 1996, Mr. Siegel's principal employment was as President
of ESG. Mr. Siegel currently serves as a Director of Liberty Property
Trust and Tower Realty, Inc.
Ronald Uretta Ronald Uretta's principal employment has been with Insignia for more
than the past five years. Mr. Uretta currently serves as Chief Operating
Officer (since August 1996) and Treasurer (since January 1992) of
Insignia. Mr. Uretta has also served as the Chief Financial Officer and
Controller of MAG since September 1990.
</TABLE>
S-7
<PAGE>
SCHEDULE V
IPT PARTNERSHIPS
Consolidated Capital Growth Fund
Consolidated Capital Institutional Properties
Consolidated Capital Institutional Properties/2
Consolidated Capital Institutional Properties/3
Consolidated Capital Properties III
Consolidated Capital Properties IV
Consolidated Capital Properties V
Consolidated Capital Properties VI
Johnstown/Consolidated Income Partners
Multi-Benefit Realty Fund 87-1
Shelter Properties I Limited Partnership
Shelter Properties II Limited Partnership
Shelter Properties III Limited Partnership
Shelter Properties IV Limited Partnership
Shelter Properties V Limited Partnership
Shelter Properties VI Limited Partnership
Shelter Properties VII Limited Partnership
National Property Investors III
National Property Investors 4
National Property Investors 5
National Property Investors 6
National Property Investors 7
National Property Investors 8
Century Properties Fund XIV
Century Properties Fund XV
Century Properties Fund XVI
Century Properties Fund XVII
Century Properties Fund XVIII
Century Properties Fund XIX
Century Properties Growth Fund XXII
Fox Strategic Housing Income Partners
Davidson Growth Plus, L.P.
Davidson Diversified Real Estate II, L.P.
Davidson Income Real Estate, L.P.
HCW Pension Real Estate Fund
Angeles Income Properties, Ltd. II
Angeles Income Properties, Ltd. IV
Angeles Income Properties, Ltd. 6
Angeles Opportunity Properties, Ltd.
Angeles Partners IX
Angeles Partners XII
S-8
<PAGE>
Manually signed facsimile copies of the Assignment of Partnership
Interest will be accepted. The Assignment of Partnership Interest and any other
required documents should be sent or delivered by each Limited Partner or such
Limited Partner's broker, dealer, bank, trust company or other nominee to the
Depositary as set forth below.
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<CAPTION>
By Mail: By Facsimile: To Confirm: By Hand/Overnight Delivery:
<S> <C> <C> <C>
Wall Street Station (212) 701-7636 (212) 701-7624 Wall Street Plaza
P.O. Box 1023 88 Pine Street, 19th Floor
New York, New York 10268-1023 New York, New York 10005
</TABLE>
Questions and requests for assistance or for additional copies of this
Offer to Purchase and the Assignment of Partnership Interest may be directed to
the Information Agent at its telephone number and address listed below. You may
also contact your broker, dealer, bank, trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
BEACON HILL PARTNERS, INC.
90 Broad Street
20th Floor
New York, New York 10004
(800) 854-9486
(Toll Free)
(212) 843-8500
(Call Collect)
<PAGE>
ASSIGNMENT OF PARTNERSHIP INTEREST
FOR THE TENDER OF UNITS OF LIMITED PARTNERSHIP INTEREST IN
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 30, 1998
- -------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK TIME, ON AUGUST 26, 1998 UNLESS THE OFFER IS EXTENDED
- -------------------------------------------------------------------------------
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<CAPTION>
By Mail: By Facsimile: To Confirm: By Hand/Overnight Delivery:
<S> <C> <C> <C>
Wall Street Station (212) 701-7636 (212) 701-7624 Receive Window
P.O. Box 1023 Wall Street Plaza
New York, New York 10268-1023 88 Pine Street, 19th Floor
New York, New York 10005
</TABLE>
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN COMPLETING THIS ASSIGNMENT
OF PARTNERSHIP INTEREST, PLEASE CALL OUR INFORMATION AGENT, BEACON HILL
PARTNERS, TOLL FREE AT (800) 854-9486.
DELIVERY OF THIS ASSIGNMENT OF PARTNERSHIP INTEREST (OR A FACSIMILE COPY)
OR ANY OTHER REQUIRED DOCUMENTS TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN AS
SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
The undersigned hereby tenders to Cooper River Properties, L.L.C., a
Delaware limited liability company (the "Purchaser"), the number of the
undersigned's units of limited partnership interest ("Units") in Consolidated
Capital Institutional Properties/2, a California limited partnership (the
"Partnership"), specified below, at a price of $50 per Unit (the "Purchase
Price"), 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 (the "Offer
to Purchase"), receipt of which is hereby acknowledged, and in this Assignment
of Partnership Interest (which, together with any supplements or amendments,
collectively constitute the "Offer"). The undersigned understands and agrees
that the Purchase Price will automatically be reduced by the aggregate amount
of distributions per Unit, if any, made by the Partnership on or after July 30,
1998 and prior to the date on which the Purchaser pays for the Units purchased
pursuant to the Offer. Holders of Units ("Limited Partners") who tender their
Units will not be obligated to pay any commissions or Partnership transfer
fees, which commissions and Partnership transfer fees, if any, will be borne by
the Purchaser. The Purchaser reserves the right to transfer or assign, in whole
or from time to time in part, to one or more of its affiliates, the right to
purchase Units tendered pursuant to the Offer.
Subject to and effective upon acceptance for payment of and payment for the
Units tendered hereby, the undersigned hereby sells, assigns and transfers to
or upon the order of the Purchaser all right, title and interest in and to all
of the Units tendered hereby. The undersigned understands that upon acceptance
for payment of and payment for the tendered Units, the Purchaser will be
entitled to seek admission to the Partnership as a substituted Limited Partner
in substitution for the undersigned as to all the tendered Units.
The undersigned irrevocably appoints the Purchaser and its managers and
designees as the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to exercise all voting and other rights with
respect to the Units tendered by the undersigned and purchased by the
Purchaser. Such power of attorney and proxy shall be considered coupled with an
interest in the tendered Units and is irrevocable. When the Units tendered
hereby are accepted for payment pursuant to the Offer, all prior proxies and
powers given by the undersigned with respect to the Units will, without further
action, be revoked, and no subsequent proxies or powers may be given (and if
given will not be effective). The Purchaser and its managers and designees
will, with respect to the Units, be empowered to exercise all voting and other
rights of the undersigned as they in their sole discretion may deem proper,
whether at any meeting of the Partnership's Limited Partners, by written
consent or otherwise, subject to the restrictions in the Limited Partnership
Agreement of the Partnership. The foregoing proxy and power may be exercised by
the Purchaser or any of the other persons referred to above acting alone.
In addition to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (a) appoints the Purchaser and its managers and
designees (each an "Agent") as the undersigned's attorneys-in-fact, each with
full power of substitution, with an irrevocable instruction to each Agent to
execute all or any instrument of transfer and/or other documents in the Agent's
discretion in relation to the Units tendered hereby and accepted for payment by
the Purchaser, and to do all such other acts and things as may in the opinion
of the Agent be necessary or expedient for the purpose of, or in connection
with, the undersigned's acceptance of the Offer and to vest in the Purchaser,
or as it may direct, those Units, effective when, and only to the extent that,
the Purchaser accepts the tendered Units for payment; (b) authorizes and
requests the Partnership and general partner (the "General Partner") to take
any and all acts as may be required to effect the transfer of the undersigned's
Units to the Purchaser (or its designee) and admit the Purchaser (or its
designee) as a substituted Limited Partner in the Partnership; (c) assigns to
the Purchaser and its assigns all of the right, title and interest of the
undersigned in and to any and all distributions made by the Partnership from
and after the expiration of the Offer in respect of the Units tendered by the
undersigned; (d) grants to the Purchaser and its assigns the right to receive
any and all distributions made by the Partnership on or after the date on which
the Purchaser pays for the Units tendered by the undersigned (regardless of the
record date for any such distribution), and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units; (e)
empowers the Purchaser and the Agent to execute and deliver to the General
Partner a change of address form instructing the General Partner to send any
and all future distributions to the address specified in the form, and to
endorse any check payable to or upon the order of such Limited Partner
representing a distribution to which the Purchaser is entitled pursuant to the
terms of the Offer, in each case in the name and on behalf of the tendering
Limited Partner; and (f) agrees not to exercise any rights pertaining to the
Units without the prior consent of the Purchaser.
The undersigned hereby represents and warrants that the undersigned owns
the Units tendered hereby and has full power and authority to validly tender,
sell, assign and transfer the Units tendered hereby and that when the same are
purchased by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof, and such Units will not be subject to any adverse
claims. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Purchaser to be necessary or desirable to complete the
sale, assignment and transfer of the Units tendered hereby.
The undersigned understands that a tender of Units pursuant to the
procedures described in the Offer to Purchase and in the Instructions to this
Assignment of Partnership Interest will constitute a binding agreement between
the undersigned and the Purchaser upon the terms and subject to the conditions
of the Offer. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
THIS TENDER IS IRREVOCABLE, EXCEPT THAT UNITS TENDERED PURSUANT TO THE
OFFER MAY BE WITHDRAWN AS DESCRIBED IN SECTION 4 OF THE OFFER TO PURCHASE.
<PAGE>
PLEASE COMPLETE ALL SHADED AREAS
SIGN HERE TO TENDER YOUR UNITS
BOX A
- -------------------------------------------------------------------------------
The undersigned hereby tenders the number of Units of Consolidated Capital
Institutional Properties specified below pursuant to the terms of the Offer.
The undersigned hereby certifies, under penalties of perjury, that the
information and representations provided in Boxes A, B and C of this Assignment
of Partnership Interest, which have been duly completed by the undersigned, are
true and correct as of the date hereof.
X
------------------------------------------------
X
------------------------------------------------
SIGNATURE(S) OF LIMITED PARTNER (A)
DATE (B):
----------------------------------------
(MUST BE SIGNED BY REGISTERED LIMITED PARTNER EXACTLY AS NAME(S) APPEAR(S)
IN THE PARTNERSHIP'S RECORDS. IF SIGNATURE IS BY AN OFFICER OF A CORPORATION,
ATTORNEY-IN-FACT, AGENT, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR OTHER
PERSON(S) ACTING IN FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE COMPLETE THE
LINE CAPTIONED "CAPACITY (FULL TITLE)" AND SEE INSTRUCTION 5.)
PRINT NAME(S) (H):
-------------------------------
- -------------------------------------------------
CAPACITY (FULL TITLE) (I):
-----------------------
ADDRESS (C):
-------------------------------------
- -------------------------------------------------
(INCLUDE ZIP CODE)
(THE ADDRESS PROVIDED ABOVE MUST BE THE REGISTERED ADDRESS OF THE LIMITED
PARTNER)
- ------------------------------- -----------------------------------
AREA CODE AND SOCIAL SECURITY NUMBER
TELEPHONE NUMBER (D) OR TAXPAYER IDENTIFICATION (E)
NUMBER OF NUMBER OF
UNITS TENDERED (F): UNITS OWNED (G):
------------ ------------
(If no indication is given, all Units owned of record by the Limited Partner
will be deemed tendered.)
- -------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS - SECTION 1)
AUTHORIZED SIGNATURE:
---------------------------------------
NAME:
-------------------------------------------------------
DATE:
-------------------------------------------------------
NAME OF FIRM:
-----------------------------------------------
ADDRESS:
----------------------------------------------------
AREA CODE AND TEL. NO.:
-------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IMPORTANT!
BOX B LIMITED PARTNERS MUST ALSO COMPLETE BOTH BOX B AND BOX C BELOW.
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND ----------------------------------
Form W-9 CERTIFY BY SIGNING AND DATING BELOW Social Security Number(s) or
Department of Employer Identification Number (A)
the Treasury
Internal Revenue Service
- -----------------------------------------------------------------------------------------------------------------------------------
PAYER'S PART 2 -- Certification -- Under penalties of perjury, I certify that: (1) The number shown on this form is my
REQUEST FOR correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not
TAXPAYER subject to back-up withholding either because I have not been notified by the Internal Revenue Service ("IRS")
IDENTIFICATION that I am subject to back-up withholding as a result of failure to report all interest or dividends, or the
NUMBER (TIN) IRS has notified me that I am no longer subject to back-up withholding.
--------------------------------------------------------------------------------------------------------------
Certification Instructions -- You must cross out item (2) above if you have PART 3 --
been notified by the IRS that you are subject to back-up withholding because AWAITING TIN [ ]
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to back-up withholding you
received another notification from the IRS that you are no longer subject to
back-up withholding, do not cross out item (2).
SIGNATURE (B): DATE (C):
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
*(TO BE COMPLETED ONLY IF THE BOX IN PART 3 ABOVE IS CHECKED)
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(b) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty days, 31
percent of all reportable payments made to me thereafter will be withheld until
I provide a number.
---------------------------------- ----------------------------------
SIGNATURE SIGNATURE
- -------------------------------------------------------------------------------
BOX C
- -------------------------------------------------------------------------------
FIRPTA AFFIDAVIT -- CERTIFICATE OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the Purchaser that withholding of tax is not required upon
this disposition of a U.S. real property interest, the undersigned hereby
certifies the following on behalf of the tendering Limited Partner named above:
1. The Limited Partner, if an individual, is not a nonresident alien for
purposes of U.S. income taxation, and if not an individual, is not a
foreign corporation, foreign partnership, foreign trust, or foreign estate
(as those terms are defined in the Internal Revenue Code and Income Tax
Regulations);
2. The Limited Partner's Social Security Number (for individuals) or Employer
Identification Number (for non-individuals) is (D): ; and
3. The Limited Partner's address is (E):
-------------------------------------.
I understand that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement I have made here
could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct
and complete.
- ---------------------------------- ----------------------------------
Signature (F) Signature
Title: Title:
---------------------------- ----------------------------
- -------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
TO
ASSIGNMENT OF PARTNERSHIP INTEREST
FOR
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
FORMING PART OF TERMS AND CONDITIONS OF THE OFFER
- -------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE COMPLETING THE ASSIGNMENT OF
PARTNERSHIP INTEREST, PLEASE CALL BEACON HILL PARTNERS TOLL FREE AT
(800) 854-9486 OR COLLECT AT (212) 843-8500
- -------------------------------------------------------------------------------
1. GUARANTEE OF SIGNATURES. If the Assignment of Partnership Interest
is signed by the registered holder of the Units and payment is to be made
directly to that holder, then no signature guarantee is required on the
Assignment of Partnership Interest. Similarly, if the Units are tendered for
the account of a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc. or a commercial
bank, savings bank, credit union, savings and loan association or trust company
having an office, branch or agency in the United States (each an "Eligible
Institution"), no signature guarantee is required on the Assignment of
Partnership Interest. HOWEVER, IN ALL OTHER CASES, ALL SIGNATURES ON THE
ASSIGNMENT OF PARTNERSHIP INTEREST MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION. A notarization is not the same thing as a signature guarantee, and
a notarization of the Assignment of Partnership Interest will not be
sufficient. IN THE MAJORITY OF CASES, THE LOCAL BANK AT WHICH YOU DO YOUR DAY
TO DAY BANKING IS AN ELIGIBLE INSTITUTION AND WILL BE ABLE TO PROVIDE YOU WITH
THE REQUIRED MEDALLION GUARANTEE.
2. DELIVERY OF ASSIGNMENT OF PARTNERSHIP INTEREST. The Assignment of
Partnership Interest is to be completed by all Limited Partners who wish to
tender Units in response to the Offer. For a Limited Partner validly to tender
Units, a properly completed and duly executed Assignment of Partnership
Interest (or a facsimile copy), along with the required signature guarantees by
an Eligible Institution and any other required documents, must be received by
the Depositary at one of its addresses set forth on the Assignment of
Partnership Interest on or prior to the Expiration Date (as defined in the
Offer to Purchase).
THE METHOD OF DELIVERY OF THE ASSIGNMENT OF PARTNERSHIP INTEREST AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED
PARTNER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted,
and no fractional Units will be purchased (except from a Limited Partner who is
tendering all of the Units owned by that Limited Partner). All tendering
Limited Partners, by execution of the Assignment of Partnership Interest, waive
any right to receive any notice of the acceptance of their Units for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate,
additional information may be provided on a separate signed schedule attached
hereto.
4. MINIMUM TENDERS. A Limited Partner may tender any or all of his or
her Units; provided, however, that because of restrictions in the Partnership's
Limited Partnership Agreement, a partial tender of Units must be for a minimum
of twenty Units (other than Limited Partners who hold Units in an Individual
Retirement Account or Keogh Plan). Tenders of fractional Units will be
permitted only by a Limited Partner who is tendering all Units owned by that
Limited Partner.
5. SIGNATURES ON ASSIGNMENT OF PARTNERSHIP INTEREST. If the Assignment
of Partnership Interest is signed by the registered Limited Partner(s), the
signature(s) must correspond exactly with the name(s) as shown on the records
of the Partnership, without alteration, enlargement or any change whatsoever.
If any of the Units tendered hereby are held of record by two or more
joint Limited Partners, each such Limited Partner must sign the Assignment of
Partnership Interest.
If the Assignment of Partnership Interest is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, agents, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to
the Depositary of their authority to so act must be submitted.
6. WAIVER OF CONDITIONS. The Purchaser expressly reserves the absolute
right, in its sole discretion, to waive any of the specified conditions of the
Offer, in whole or in part, in the case of any Units tendered.
7. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions or
requests for assistance may be directed to Beacon Hill Partners, the
Information Agent, at its address and telephone number set forth on the back
cover of the Offer to Purchase. Copies of the Offer to Purchase and the
Assignment of Partnership Interest may be obtained from the Information Agent.
(Continued on Reverse Side)
<PAGE>
8. SUBSTITUTE FORM W-9. Each tendering Limited Partner is required to
provide the Depositary with a correct taxpayer identification number ("TIN"),
generally the Limited Partner's social security or federal employer's
identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below. You must cross out item (2) in the
Certification box on Substitute Form W-9 if you are subject to back-up
withholding. Failure to provide the information on the form may subject the
tendering Limited Partner to 31% federal income tax withholding on the payments
made to the Limited Partner with respect to Units purchased pursuant to the
Offer. The box in Part 3 of the form may be checked if the tendering Limited
Partner has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked and the
Depositary is not provided with a TIN within sixty (60) days, thereafter the
Depositary will withhold 31% on all such payments of the Purchase Price until a
TIN is provided to the Depositary.
9. FIRPTA AFFIDAVIT. To avoid potential withholding of tax pursuant to
Section 1445 of the Internal Revenue Code in an amount equal to 10% of the
purchase price for Units purchased pursuant to the Offer, plus the amount of
any liabilities of the Partnership allocable to such Units, each Limited
Partner who or which is a United States person must complete the FIRPTA
Affidavit contained in the Assignment of Partnership Interest stating, under
penalties of perjury, such Limited Partner's TIN and address, and that such
Limited Partner is not a foreign person. Tax withheld under Section 1445 of the
Internal Revenue Code is not an additional tax. If withholding results in an
overpayment of tax, a refund may be obtained from the IRS.
IMPORTANT: THE ASSIGNMENT OF PARTNERSHIP INTEREST (OR A FACSIMILE COPY)
(TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY
ON OR PRIOR TO THE EXPIRATION DATE.
---------------------
IMPORTANT TAX INFORMATION
To prevent backup withholding on payments made to a Limited Partner or
other payee with respect to Units purchased pursuant to the Offer, the Limited
Partner is required to notify the Depositary of the Units of the Limited
Partner's correct TIN by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such Limited Partner is
awaiting a TIN) and that (1) the Limited Partner has not been notified by the
Internal Revenue Service that the Limited Partner is subject to backup
withholding as a result of failure to report all interest or dividends or (2)
the Internal Revenue Service has notified the Limited Partner that the Limited
Partner is no longer subject to backup withholding. If backup withholding
applies, the Depositary is required to withhold 31% of any payments made to the
Limited Partner. Backup withholding is not an additional tax. Rather, the
federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
The Limited Partner is required to give the Depositary the TIN (e.g.,
social security number or employer identification number) of the record owner
of the Units. If the Units are in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
Certain Limited Partners (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding
and reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that Limited Partner must submit to the Depositary a properly
completed Internal Revenue Service Form W-8, signed under penalties of perjury,
attesting to that Limited Partner's exempt status. A Form W-8 can be obtained
from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional institutions.
----------------------
INDIVIDUAL RETIREMENT ACCOUNT (IRAS)
PLEASE NOTE THAT A TENDERING BENEFICIAL OWNER OF UNITS WHOSE UNITS ARE
OWNED OF RECORD BY AN INDIVIDUAL RETIREMENT ACCOUNT (IRA) OR OTHER QUALIFIED
PLAN WILL NOT RECEIVE DIRECT PAYMENT OF THE PURCHASE PRICE, RATHER, PAYMENT
WILL BE MADE TO THE CUSTODIAN OF SUCH ACCOUNT OR PLAN. IF THE UNITS ARE HELD IN
AN IRA ACCOUNT, THE CUSTODIAN OF THE ACCOUNT MUST SIGN THE ASSIGNMENT OF
PARTNERSHIP INTEREST.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
- ---------------------------------------------------------------------------
GIVE THE
TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ---------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the first
individual on the account
3. Husband and wife The actual owner of
(joint account) the account or, if joint
funds, either person1
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent(3)
designated ward, minor, or
incompetent person(3)
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid
trust under State law
8. Sole proprietorship account The owner(4)
- ---------------------------------------------------------------------------
GIVE THE
TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ---------------------------------------------------------------------------
9. A valid trust, estate or The legal entity (Do not
pension trust furnish the identifyin
number of the personal
representative or truste
unless the legal entity itself
is not designated in th
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered The broker or nominee
nomine
15. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school
district, or prison) that
receives agricultural
program payments
- -------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number or employer identification number.
(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
- - An international organization or any agency or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a) of the Code.
- - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- - An entity registered at all times under the Investment Company Act of 1940.
- - A foreign central bank of issue.
- - A futures commission merchant registered with the Commodity Futures Trading
Commission.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441 of
the Code.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received is not paid in
money.
- - Payments made by certain foreign organizations.
- - Payments made to an appropriate nominee.
- - Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).
- - Payments described in section 6049(b)(5) of the Code to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451 of the Code.
- - Payments made by certain foreign organizations.
- - Payments of mortgage interest to you.
- - Payments made to an appropriate nominee.
Exempt payees described above should file substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend,
interest, or other payments to give correct taxpayer identification numbers to
payers who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file a tax return. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a correct taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail
to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS--If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 20% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you
make a false statement with no reasonable basis that results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
<PAGE>
Exhibit (a)(4)
COOPER RIVER PROPERTIES, L.L.C.
One Insignia Financial Plaza
Greenville, South Carolina 29602
July 30, 1998
To: The Limited Partners of
Consolidated Capital Institutional Properties/2
Enclosed for your review and consideration are documents relating to
an offer by Cooper River Properties, L.L.C. ("Cooper River") to purchase your
units of limited partnership interest in Consolidated Capital Institutional
Properties/2 for $50 in cash per unit. This offer will expire midnight, New
York City time on August 26, 1998 (unless extended by Cooper River).
Cooper River is an affiliate of the General Partner of the
Partnership.
THE ENCLOSED DOCUMENTS CONTAIN IMPORTANT INFORMATION AND SHOULD BE
READ CAREFULLY AND IN THEIR ENTIRETY BEFORE YOU DECIDE WHETHER TO SELL YOUR
UNITS TO COOPER RIVER PURSUANT TO THIS OFFER.
If you have any questions concerning the terms of the offer, or need
assistance in completing the forms necessary to tender your units, please
contact our Information Agent, Beacon Hill Partners, at (800) 854-9486.
Thank you.
Sincerely,
Cooper River Properties, L.L.C.
<PAGE>
Consolidated Capital Institutional Properties II
[TO COME]
<PAGE>
EXECUTIVE SUMMARY 1
- -------------------------------------------------------------------------------
VALUATION DATE: March 25, 1996
PROPERTY NAME: Canyon Crest Apartments
ADDRESS: 5754 South Lowell Way, Littleton, Arapaho
County, Colorado 80123
TAX REFERENCE: 20771-84-1509
DESCRIPTION: The subject is a 90 unit apartment complex
that was reportedly completed in 1970 and
includes ten residential buildings
containing 92,212 (plus or minus) square
feet of net rentable area. Amenities at the
subject include a leasing office, a heated
pool, a hot tub, a playground, five laundry
rooms, and 45 (plus or minus) covered and
76 (plus or minus) open parking spaces. As
of the date of inspection, the subject was
observed as being in average condition.
According to the Property Condition
Assessment conducted by Inspection and
Valuation International, the subject
suffers from $5,000 of deferred maintenance
requiring immediate attention and $55,000
of maintenance that needs to be cured
within one year. Items cited by the report
include replacing some of the subject's
roofs, replacing the hot water boilers,
and continued replacement of major
appliances. A complete listing of deferred
maintenance items and cost to cure are
listed in the Addenda section of this
report. Site improvements include asphalt
paving and concrete sidewalks, lighting,
drainage and landscaping.
LAND ACRES: 3.5 (plus or minus) acres (152,460 (plus or
minus) square feet)
ZONING: "T", Transitional District, under the
jurisdiction of the City of Littleton. The
improvements appear to represent a legal
non-conforming use due to the complex
exceeding maximum density requirement and
not meeting minimum parking requirements.
<PAGE>
EXECUTIVE SUMMARY 2
- -------------------------------------------------------------------------------
MARKET BRIEF: Rental rates in most submarkets of the
Denver apartment market have increased over
the last year. According to the Denver Area
Apartment Vacancy Survey, Apartment
Association of Metro Denver, 4th Quarter
1995, rents for one-bedroom units increased
6.1%, two-bedroom, one-bath units increased
8.1%, two-bedroom, two-bath units increased
5.8%, and three-bedroom units increased
7.3%. The only unit type to report a
decrease was efficiency units, which had a
rental rate decrease of 4.3%. The subject
offers no efficiencies. Since the beginning
of 1993, a reported 9,431 units have been
constructed. This represents a significant
increase in construction compared to the
previous six years. As of the end of 1995,
the Denver area had an average occupancy
rate of 95.7%. The subject's submarket
reported an average occupancy of 93.1% as
of the end of 1995.
SUBJECT COMPANY: 98%
PROPERTY RIGHTS APPRAISED: Fee Simple Estate
HIGHEST AND BEST USE: Multifamily rental apartment complex
INDICATED "AS CURED"
VALUE BY APPROACHES:
INCOME CAPITALIZATION APPROACH: $3,800,000
SALES COMPARISON APPROACH: $3,800,000
COST APPROACH: $3,800,000
FINAL CONCLUSION OF MARKET
VALUE: $3,800,000
VALUE PER SF: $41.21
VALUE PER UNIT: $42,222
EGIM: 5.35x
EFFECTIVE OAR: 10.27%
INSURABLE VALUE: $3,450,000
<PAGE>
EXECUTIVE SUMMARY 3
- -------------------------------------------------------------------------------
COMMENT
In estimating the subject's "as cured" market value, the Income Capitalization
Approach was given the most weight due to the income-producing nature of the
subject. The Sales Comparison Approach was also given weight due to the number
of recent comparable sales in the subject's market. Due to market participants
espousing the lack of the Cost Approach's applicability in a market where
estimating depreciation from all forms is extremely subjective, the Cost
Approach was given little weight in the reconciliation of a final value
estimate.
<PAGE>
SUMMARY OF SALIENT FACTS AND CONCLUSIONS
PROPERTY NAME: Windemere Apartments
LOCATION OF PROPERTY: 2909 Hayes Road
Houston, Harris County, Texas
PURPOSE OF THE APPRAISAL: To estimate the Market Value of the subject
property.
PROPERTY RIGHTS APPRAISED: Fee Simple Estate
SITE DATA AND ZONING: The subject parcel is roughly rectangular in
shape and contains approximately 8.6 acres
of land. The City of Houston has no official
zoning ordinance. Land use is often
controlled by deed restrictions and all
development plans must be approved by the
City of Houston Planning Department.
IMPROVEMENT DATA: The subject consist of 257 apartment units
totaling 214,055 square feet of net rentable
area. The structural improvements consist
of 19 residential buildings and an office/
leasing building. Exterior finish consist of
painted wood siding and brick veneer with
pitched roofs. Additional amenities include
a club room, two laundry rooms, fitness
center, two swimming pools, controlled
access entry gates, concrete paved parking,
concrete walkways, fencing and landscaping.
The improvements were completed in 1980.
HIGHEST AND BEST USE To hold the site for future multifamily
AS VACANT: residential development.
AS IMPROVED: Considered to be that of the existing
improvements.
<PAGE>
SUMMARY OF SALIENT FACTS AND CONCLUSIONS (Continued)
TENANT DATA: Windemere Apartments caters primarily to
adults and families employed in the
surrounding area. Leases are typically
signed for six to 12-month terms. The
subject is reportedly 94% occupied and 100%
leased as of the date of appraisal.
DATE OF VALUE ESTIMATE: March 26, 1996
SUMMARY OF STABILIZED
PRO FORMA:
TOTALS PER UNIT
Potential Gross Income $1,681,555 $ 6,543
Vacancy & Credit Loss 134,524 523
----------- -------
Effective Gross Income $1,547,031 $ 6,020
Operating Expenses 922,856 3,591
----------- -------
Net Operating Income $ 624,175 $ 2,429
VALUE CONCLUSIONS
The Cost Approach: N/A
The Income Capitalization
Approach: $6,250,000
The Sales Comparison Approach: $6,250,000
FINAL VALUE ESTIMATE: $6,250,000
<PAGE>
SUMMARY OF SALIENT FACTS AND CONCLUSIONS
PROPERTY NAME: Highcrest Townhome Apartments
LOCATION OF PROPERTY: 3514 West 83rd Street
Woodridge, DuPage County, Illinois
Houston, Harris County, Texas
PURPOSE OF THE APPRAISAL: To estimate the Market Value of the subject.
PROPERTY RIGHTS APPRAISED: Fee Simple Estate
HIGHEST AND BEST USE: As Vacant - To develop for multi-family use.
As Improved - Considered to be that
of the existing improvements.
SITE DATA AND ZONING: The subject parcel is irregular and contains
approximately 9.91 acres of land zoned A-2
multifamily development by the Village of
Woodridge.
IMPROVEMENT DATA: The subject consists of 176 units totaling
206,200 square feet of net rentable area. The
structural improvements consist of 10 residential
buildings. Exterior finish consists of vinyl
siding and brick veneer, pitched roofs, and
concrete slab foundations. The improvements were
completed in 1968. Additional amenities include
one swimming pool, asphalt parking areas,
concrete walkways and landscaping.
TENANT DATA: The Highcrest Townhome Apartments caters
primarily to adults and families employed in the
surrounding area. Leases are typically signed for
six to 12-month terms. The subject was 95%
occupied as of the date of inspection.
DATE OF VALUE ESTIMATE: March 19, 1996
<PAGE>
SUMMARY OF SALIENT FACTS AND CONCLUSIONS (Continued)
SUMMARY OF STABILIZED PRO FORMA:
TOTALS PER UNIT
------ --------
Potential Gross Income $1,769,715 $10,055
Vacancy & Credit Loss (88,486) (503)
Employee Discounts (30,960) (176)
---------- --------
Effective Gross Income $1,650,269 $9,377
Operating Expenses 825,443 4,690
---------- --------
Net Operating Income $ 824,826 $ 4,687
VALUE CONCLUSIONS
The Sales Comparison Approach: $8,150,000
The Income Capitalization
Approach: $8,250,000
FINAL VALUE ESTIMATE: $8,250,000
<PAGE>
Exhibit (z)(2)
AGREEMENT OF JOINT FILING
Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust, Insignia Financial Group, Inc. and Andrew L. Farkas hereby
agree that the Amendment No. 1 to Statement on Schedule 13D to which this
agreement is attached as an exhibit, and all further amendments thereto, shall
be filed on behalf of each of them. This agreement is intended to satisfy the
requirements of Rule 13d- 1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended.
Dated: July 30, 1998
COOPER 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
/s/ ANDREW L. FARKAS
--------------------------------
ANDREW L. FARKAS
