<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
------------------
AMENDMENT NO. 3
TO
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. 12)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
(Name of Subject Company)
AIMCO PROPERTIES, L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
------------------
<PAGE> 2
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* $17,162,992 Amount of Filing Fee: $3,432.60
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 286,049.86 units of limited partnership interest of the
subject partnership for $60 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] Check 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: $3,089.34 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D Date Filed: July 1, 1999
(Continued on following pages)
Page 1 of 5
<PAGE> 3
AMENDMENT NO. 3 TO SCHEDULE 14D-1/AMENDMENT NO. 12 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No.
3 to the Schedule 14D-1, originally filed May 14, 1999, of AIMCO Properties,
L.P. (the "AIMCO OP"), relating to AIMCO OP's offer to purchase units of limited
partnership interest ("Units") of Consolidated Capital Institutional
Properties/2 (the "Partnership"); and (b) Amendment No. 12 to Schedule 13D (the
"Schedule 13D") originally filed with the Securities and Exchange Commission
(the "Commission") on March 5, 1998 by Reedy River Properties, L.L.C. ("Reedy
River"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT"),
Insignia Financial Group, Inc. ("Insignia") and Andrew L. Farkas, as amended by
(i) Amendment No. 1, filed with the Securities and Exchange Commission (the
"Commission") on July 30, 1998 by Cooper River Properties L.L.C. ("Cooper
River"), IPLP, IPT, Insignia and Andrew L. Farkas, (ii) Amendment No. 2 filed
with the Commission on August 8, 1998, by Cooper River, IPLP, IPT, Insignia and
Andrew L. Farkas, (iii) Amendment No. 3 filed with the Commission on August 27,
1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (iv) Amendment
No. 4 filed with the Commission on September 2, 1998, by Cooper River, IPLP,
IPT, Insignia and Andrew L. Farkas, (v) Amendment No. 5 filed with the
Commission on September 9, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew
L. Farkas, (vi) Amendment No. 6 filed with the Commission on September 9, 1998,
by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (vii) Amendment No. 7
filed with the Commission on October 26, 1998, by Reedy River Properties, L.L.C.
("Reedy River"), AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP"), and Apartment Investment
and Management Company ("AIMCO"), (viii) Amendment No. 8 filed with the
Commission on January 29, 1999, by Cooper River, IPLP, IPT, Reedy River, AIMCO
OP, AIMCO-GP, and AIMCO, (ix) Amendment No. 9, filed with the Commission on May
14, 1999, by Cooper River, Reedy River, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP,
AIMCO OP, AIMCO-GP and AIMCO, (x) Amendment No. 10, filed with the Commission on
June 10, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP
and AIMCO, and (xi) Amendment No. 11, filed with the Commission on July 1, 1999,
by Cooper River, Reedy River, AIMCO/IPT, IPLP, AMICO OP, AIMCO-GP and AIMCO. The
item numbers and responses thereto are set forth below in accordance with the
requirements of Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated June 11, 1999 (previously
filed).
(a)(2) Letter of Transmittal and related Instructions
(previously filed).
(a)(3) Letter, dated June 11, 1999, from AIMCO OP to the
Limited Partners of the Partnership (previously
filed).
(a)(4) Supplement to Offer to Purchase, dated June 11, 1999
(previously filed).
(a)(5) Supplement to Offer to Purchase, dated July 1, 1999
(previously filed).
(a)(6) Letter, dated July 1, 1999, from AIMCO OP to the
Limited Partners of the Partnership (previously
filed).
(a)(7) Supplement to Offer to Purchase, dated July 14, 1999.
(a)(8) Letter, dated July 14, 1999, from AIMCO OP to the
Limited Partners of the Partnership.
(a)(9) Notice of Withdrawal, dated July 14, 1999.
(b) Amended and Restated Credit Agreement (Unsecured
Revolver-to-Term Facility), dated as of October 1,
1998, among AIMCO OP, Bank of America National Trust
and Savings Association, and BankBoston, N.A.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K,
dated October l, 1998, is incorporated herein by this
reference).
(b)(2) First Amendment to Credit Agreement, dated as of
November 6, 1998, by and among AIMCO OP, the
financial institutions listed on the signature pages
thereof and Bank of America National Trust and
Savings Association (Exhibit 10.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1998, is incorporated herein by this
reference).
(c) Not applicable.
Page 2 of 5
<PAGE> 4
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated June 11, 1999, among
AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Reedy
River and Cooper River (previously filed).
Page 3 of 5
<PAGE> 5
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 14, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
REEDY RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
------------------------------------
(General Partner)
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
------------------------------------
Executive Vice President
Page 4 of 5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated June 11, 1999 (previously
filed).
(a)(2) Letter of Transmittal and related Instructions
(previously filed).
(a)(3) Letter, dated June 11, 1999, from AIMCO OP to the
Limited Partners of the Partnership (previously
filed).
(a)(4) Supplement to Offer to Purchase, dated June 11, 1999
(previously filed).
(a)(5) Supplement to Offer to Purchase, dated July 1, 1999
(previously filed).
(a)(6) Letter, dated July 1, 1999, from AIMCO OP to the
Limited Partners of the Partnership (previously
filed).
(a)(7) Supplement to Offer to Purchase, dated July 14, 1999.
(a)(8) Letter, dated July 14, 1999, from AIMCO OP to the
Limited Partners of the Partnership.
(a)(9) Notice of Withdrawal, dated July 14, 1999.
(b) Amended and Restated Credit Agreement (Unsecured
Revolver-to-Term Facility), dated as of October 1,
1998, among AIMCO OP, Bank of America National Trust
and Savings Association, and BankBoston, N.A.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K,
dated October 1, 1998, is incorporated herein by this
reference).
(b)(2) First Amendment to Credit Agreement, dated as of
November 6, 1998, by and among AIMCO OP, the
financial institutions listed on the signature pages
thereof and Bank of America National Trust and
Savings Association (Exhibit 10.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1998, is incorporated herein by this
reference).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated June 11, 1999, among
AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Reedy
River and Cooper River (previously filed).
</TABLE>
Page 5 of 5
<PAGE> 1
EXHIBIT (a)(7)
AIMCO PROPERTIES, L.P.
HAS INCREASED ITS OFFER PRICE TO PURCHASE UP TO 286,049.86 UNITS OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
TO $60 PER UNIT IN CASH
THIS IS THE HIGHEST PRICE BEING OFFERED
We will only accept a maximum of 286,049.86 units in response to our offer. If
more units are tendered to us, we will generally accept units on a pro rata
basis according to the number of units tendered by each person.
We will pay for units tendered pursuant to the offer promptly after expiration
of the offer.As extended, our offer and your withdrawal rights will expire at
5:00 p.m., New York City time, on August 6, 1999, unless we further extend the
deadline.
Our offer price will be reduced for any distributions made by your partnership
since the date of the Offer to Purchase and prior to the expiration of our
offer.
YOU WILL NOT PAY ANY FEES OR COMMISSIONS IF YOU TENDER YOUR UNITS.
Our offer is not subject to any minimum number of units being tendered.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE AND ON PAGE
1 HEREIN FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN
CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING:
o We determined the offer price of $60 per unit without any arms-length
negotiations. Accordingly, our offer price may not reflect the fair
market value of your units.
o While secondary sales activity in the units of your partnership has
been limited and sporadic, sales prices of units in your partnership
ranged from $0.13 to $111 since January 1, 1996.
o Your general partner and the property manager of the residential
property are affiliates of ours and, therefore, the general partner has
substantial conflicts of interest with respect to our offer.
o We are making this offer with a view to making a profit and, therefore,
there is a conflict between our desire to purchase your units at a low
price and your desire to sell your units at a high price.
o Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership. Such fees
would not be payable if your partnership was liquidated.
o It is possible that we may conduct a subsequent offer at a higher
price.
o For any units that we acquire from you, you will not receive any future
distributions from operating cash flow of your partnership or upon a
sale or refinancing of property owned by your partnership.
o If we acquire a substantial number of units, we will increase our
ability to influence voting decisions with respect to your partnership
and may control such voting decisions, including but not limited to the
removal of the general partner, most amendments to the partnership
agreement and the sale of all or substantially all of your
partnership's assets.
If you desire to accept our offer, you should complete and sign the Letter
of Transmittal in accordance with the instructions thereto and mail or deliver
the signed Letter of Transmittal and any other required documents to River Oaks
Partnership Services, Inc., which is acting as Information Agent in connection
with our offer, at one of its addresses set forth on the back cover of this
Supplement. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
THE OFFER TO PURCHASE, THIS SUPPLEMENT OR THE LETTER OF TRANSMITTAL MAY ALSO BE
DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005.
July 14, 1999
<PAGE> 2
We are offering to purchase up to 286,049.86 units, representing
approximately 31.46% of the outstanding units of limited partnership interest in
your partnership, for the purchase price of $60 per unit, net to the seller in
cash, without interest, less the amount of distributions, if any, made by your
partnership in respect of any unit from May 13, 1999 until the expiration date.
Our offer is made upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 13, 1999, the Supplement, dated July 1, 1999, and
in the accompanying letter of transmittal.
If you tender your units in response to our offer you will not be
obligated to pay any commissions or partnership transfer fees but will be
obligated to pay any transfer taxes (see Instruction 8 to the letter of
transmittal). We have retained River Oaks Partnership Services, Inc. to act as
the Information Agent in connection with our offer. We will pay all charges and
expenses in connection with the services of the Information Agent. The offer is
not conditioned on any minimum number of units being tendered. However, certain
other conditions do apply. See "The Offer - Section 17. Conditions of the Offer"
in the Offer to Purchase.
Our offer will expire at 5:00 P.M., New York City time, on August 6,
1999, unless extended. If you desire to accept our offer, you must complete and
sign the letter of transmittal in accordance with the instructions contained
therein and forward or hand deliver it, together with any other required
documents, to the Information Agent. You may withdraw your tender of units
pursuant to the offer at any time prior to the expiration date of our offer and,
if we have not accepted such units for payment, on or after July 11, 1999.
On June 12, 1999, Peachtree Partners commenced a tender offer for 1.7%
of the outstanding units at $58 per unit. IF YOU TENDERED YOUR UNITS IN SUCH
OFFER, YOU MAY STILL TENDER YOUR UNITS TO US BY COMPLETING THE ENCLOSED NOTICE
OF WITHDRAWAL AND THE LETTER OF TRANSMITTAL PREVIOUSLY FORWARDED TO YOU. THE
NOTICE OF WITHDRAWAL MUST BE DELIVERED TO THE DEPOSITARY FOR SUCH OFFER (WITH A
COPY TO OUR INFORMATION AGENT) BY AUGUST 13, 1999, THE EXPIRATION DATE OF SUCH
OFFER. A form of Notice of Withdrawal is enclosed.
On July 12, 1999, we increased our offer price from $54 to $60 per
unit. Our higher price will be paid for all units accepted for purchase
regardless of when the units are tendered, whether or not the units were
tendered prior to the increase in offer price.
1
<PAGE> 3
The letter of transmittal and any other required documents should be
sent or delivered by each unitholder or such unitholder's broker, dealer, bank,
trust company or other nominee to the Information Agent at one of its addresses
set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
<TABLE>
<CAPTION>
By Mail: By Overnight Courier: By Hand:
<S> <C> <C>
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
For information, please call:
TOLL FREE: (888) 349-2005
</TABLE>
<PAGE> 1
EXHIBIT (a)(8)
$60.00
HIGHEST PRICE TO PURCHASE
UNITS OF LIMITED PARTNERSHIP INTERESTS OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
OFFER EXTENDED TO AUGUST 6, 1999
AIMCO PROPERTIES, L.P. recently increased its offer to purchase units
of limited partnership interest (the "Units") in Consolidated Capital
Institutional Properties/2 (the "Partnership") to $60.00, net to seller in cash.
Our price is HIGHER than the price being offered by Peachtree Partners. IF IT IS
LIQUIDITY YOU DESIRE, OUR OFFER PROVIDES YOU WITH THE GREATEST PURCHASE PRICE
CURRENTLY BEING OFFERED. Limited Partners who have already tendered their Units
to AIMCO will automatically receive the benefit of the increased purchase price
and need not take any further action.
Our offer has been extended and will now expire at 5:00 p.m., New York
City time on August 6, 1999 (unless further extended by us). AS A RESULT YOU
WILL BE ABLE TO RECEIVE OUR HIGHER PRICE EARLIER THAN PEACHTREE PARTNERS IS
PERMITTED TO BUY UNDER ITS OFFER.
The general partner of the Partnership is our affiliate. The
Partnership has indicated in a Statement on Schedule 14D-9 (the "Schedule
14D-9") filed with the Securities and Exchange Commission that it is remaining
neutral and making no recommendation as to whether its limited partners should
tender their Units in response to our Offer. LIMITED PARTNERS ARE URGED TO READ
OUR OFFER TO PURCHASE AND THE RELATED MATERIALS AND THE SCHEDULE 14D-9 CAREFULLY
AND IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.
You should be aware, however, that, as with any rational investment
decision, we are making our Offer with a view to making a profit. No independent
person has been retained to evaluate or render any opinion with respect to the
fairness of our Offer, and no representation is made by us or any of our
affiliates as to such fairness.
IF YOU TENDERED YOUR UNITS IN THE PEACHTREE PARTNERS OFFER, YOU MAY
STILL TENDER YOUR UNITS TO US BY COMPLETING THE ENCLOSED NOTICE OF WITHDRAWAL
AND THE LETTER OF TRANSMITTAL PREVIOUSLY FORWARDED TO YOU. THE NOTICE OF
WITHDRAWAL
<PAGE> 2
MUST BE DELIVERED TO PEACHTREE PARTNERS (with a copy to our Information Agent)
BY NO LATER THAN AUGUST 13, 1999, THE EXPIRATION DATE OF THE PEACHTREE PARTNERS
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, River Oaks Partnership Services, Inc., at (888)
349-2005 or (201) 896-1900.
Very truly yours,
AIMCO PROPERTIES, L.P.
July 14, 1999
2
<PAGE> 1
EXHIBIT (a)(9)
INSTRUCTIONS FOR WITHDRAWAL
OF
PREVIOUSLY TENDERED UNITS OF LIMITED PARTNERSHIP INTEREST
IN
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
PLEASE NOTE THAT YOU MAY ONLY WITHDRAW UNITS TENDERED IN AN OUTSTANDING OFFER.
ANY UNITS TENDERED IN PRIOR OFFERS AND PAID FOR MAY NOT BE WITHDRAWN.
1. DELIVERY OF NOTICE OF WITHDRAWAL. If you are withdrawing Units
previously tendered pursuant to the offer to purchase, dated June 12,
1999 (the "Offer to Purchase") by Peachtree Partners ("the
"Purchaser") please complete, execute, detach and send the attached
"Notice of Withdrawal of Previously Tendered Units" of Consolidated
Capital Institutional Properties/2 ("Notice of Withdrawal"), to:
Peachtree Partners
3116 East Shea
Phoenix, Arizona 85028
Telephone: (925) 631-9100
Fax: (925) 376-7983
The Purchaser must receive the Notice of Withdrawal prior to August
13, 1999, the Expiration Date set forth in the Offer to Purchase,
unless extended. Receipt of the facsimile transmission of the Notice
of Withdrawal should be confirmed by telephone at the number set forth
above. COPIES OF ALL NOTICE OF WITHDRAWALS SHOULD ALSO BE SENT OR
TRANSMITTED TO RIVER OAKS PARTNERSHIP SERVICES, INC. AT P.O. BOX 2065,
S. HACKENSACK, N.J. 07606- 2065 (IF BY MAIL), 111 COMMERCE ROAD,
CARLSTADT, N.J. 07072, ATTN.: REORGANIZATION DEPT. (IF BY OVERNIGHT
COURIER) OR FAX IT TO (201) 896-0910.
2. INADEQUATE SPACE. If any space provided in the Notice of Withdrawal is
inadequate, all such additional information should be listed on a
separate schedule and attached as part of the Notice of Withdrawal.
3. SIGNATURE ON NOTICE OF WITHDRAWAL. The Notice of Withdrawal must be
signed, as applicable, by the person(s) who signed the Agreement of
Assignment and Transfer relating to the Offer to Purchase, in the same
manner as such Agreement of Assignment and Transfer was signed. The
signatures must correspond exactly with the name(s) as they appear on
the Partnership records. If any Units tendered pursuant to the Offer
to Purchase are registered in the names of two or more joint holders,
all such holders must sign, as applicable, the Notice of Withdrawal.
If the Notice of Withdrawal is signed by any trustee, executor,
administrator, guardian, attorney-in- fact, officer of a corporation,
or others acting in a fiduciary capacity, such persons should so
indicate when signing and must submit proper evidence of their
authority to act.
4. GUARANTEE OF SIGNATURES. If the signature was guaranteed on the
Agreement of Assignment and Transfer, then it must be guaranteed on
the Notice of Withdrawal.
1
<PAGE> 2
NOTICE OF WITHDRAWAL
OF
PREVIOUSLY TENDERED
UNITS OF LIMITED PARTNERSHIP INTEREST
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
TO: Peachtree Partners
3116 East Shea
Phoenix, Arizona 85028
Telephone: (925) 631-9100
Fax: (925) 376-7983
Gentlemen:
The following units of limited partnership interest (the "Units") of
Consolidated Capital Institutional Properties/2 (the "Partnership") previously
tendered to Peachtree Partners (the "Purchaser") are hereby withdrawn. Unless
otherwise indicated under the Section "Number of Units Withdrawn," all units
tendered to the Purchaser are hereby withdrawn. Failure to complete such
Section shall be deemed to indicate the intent of the undersigned that all
Units tendered to the Purchaser be withdrawn.
===============================================================================
DESCRIPTION OF UNIT(S) WITHDRAWN
AND
SIGNATURE OF LIMITED PARTNERS
All registered holders of limited partnership units must sign exactly as
name(s) appear(s) on the Partnership records. See Instruction 3.
NUMBER OF UNITS WITHDRAWN: (If all Units, leave blank)
---------
X X
------------------------------- -------------------------------
(Signature of Owner) (Signature of Joint Owner)
Name and Capacity (if other than individuals):
------------------------------
Title:
---------------------------------------------------------------
Address:
-------------------------------------------------------------
---------------------------------------------------------------------
(City) (State) (Zip)
Area Code and Telephone No. (Day):
-------------------------------
(Evening):
-------------------------------
2
<PAGE> 3
SIGNATURE GUARANTEE (IF REQUIRED)
(SEE INSTRUCTION 4)
Name and Address of Eligible Institution:
-----------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Authorized Signature: X
--------------------------------------------
Name:
--------------------------------------------------------------
Title: Date:
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===============================================================================
