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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)
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CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
(Name of Subject Company)
COOPER RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
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 Bidders)
Copy to:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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AMENDMENT NO. 11 TO SCHEDULE 14D-1
This Amendment No. 11 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on July 30,
1998, as amended by Amendment No. 1 filed with the Commission on August 18,
1998, Amendment No. 2 filed with the Commission on August 27, 1998, Amendment
No. 3 filed with the Commission on September 2, 1998, Amendment No. 4 filed with
the Commission on September 9, 1998, Amendment No. 5 filed with the Commission
on September 21, 1998, Amendment No. 6 filed with the Commission on September
28, 1998, Amendment No. 7 filed with the Commission on October 5, 1998,
Amendment No. 8 filed with the Commission on October 19, 1998, Amendment No. 9
filed with the Commission on November 17, 1998 and Amendment No. 10 filed with
the Commission on December 16, 1998 (the "Statement") by Cooper River
Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"),
Insignia Properties Trust ("IPT") and Apartment Investment and Management
Company ("AIMCO") relating to the tender offer of the Purchaser for up to
300,000 of the outstanding units of limited partnership interest (the "Units")
of Consolidated Capital Institutional Properties/2 (the "Partnership"), at a
purchase price of $42 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 First Supplement to the Offer to Purchase, dated December 15, 1998 and
the related Assignment of Partnership Interest (which, together with any
supplements or amendments, collectively constitute the "Offer"). Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Offer to Purchase and the original Statement.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer expired pursuant to its terms at 5:00 p.m., New York
time, on Thursday, December 31, 1998. The Purchaser currently is reviewing the
tendered materials submitted by holders of Units and intends to determine as
promptly as practicable the number of Units validly tendered and not withdrawn
pursuant to the Offer. In accordance with Rule 14e-1(c) under the Securities
Exchange Act of 1934, the Purchaser will promptly pay the consideration due to
holders of those Units that have been accepted for payment. Upon a final
determination of the number of and payment for Units validly tendered, the
Purchaser will file a final Amendment to this Statement reporting the results of
the Offer.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 4, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: Insignia Properties, L.P.,
its managing member
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
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