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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
-----------------------------
AMENDMENT NO. 4
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. 13)
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)
-----------------------------
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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)
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AMENDMENT NO. 4 TO SCHEDULE 14D-1/AMENDMENT NO. 13 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No.
4 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. 13 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, (xi) Amendment No. 11, filed with the Commission on July 1, 1999, by
Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and
(vii) Amendment No. 12, filed with the Commission on July 14, 1999, by Cooper
River, Reedy River, AIMCO/IPT, IPLP, AIMCO 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 13, 1999
(previously filed).
(a)(8) Letter, dated July 13, 1999, from AIMCO OP to the Limited
Partners of the Partnership (previously filed).
(a)(9) Supplement to Offer to Purchase, dated July 22, 1999.
(a)(10) Letter, dated July 22, 1999, from AIMCO OP to the Limited
Partners of
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the Partnership.
(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.
(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).
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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: July 22, 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
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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 13, 1999
(previously filed).
(a)(8) Letter, dated July 13, 1999, from AIMCO OP to the Limited
Partners of the Partnership (previously filed).
(a)(9) Supplement to Offer to Purchase, dated July 22, 1999.
(a)(10) Letter, dated July 22, 1999, from AIMCO OP to the Limited
Partners of the Partnership.
(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.
(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>
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EXHIBIT (a)(9)
SUPPLEMENT
(TO OFFER TO PURCHASE, DATED MAY 13, 1999)
AIMCO PROPERTIES, L.P.
Extension of Offer Period
relating to
the offer to purchase units of limited partnership interest in
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
for $60 in Cash
Pursuant to an Offer to Purchase, dated May 13, 1999, and Supplements,
dated June 11, 1999 and July 1, 1999, we have offered to acquire units of
limited partnership interest in your partnership. We have now extended the
expiration date for our offer from August 6 to August 11, 1999.
Our offer price will be reduced for any distributions subsequently made
by your partnership prior to the expiration of our offer. We will pay for
accepted units promptly after expiration of our offer. You will not pay any fees
or commissions if you tender your units.
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. Our offer
is not subject to any minimum number of units being tendered.
Our offer and your withdrawal rights will expire at 5:00 p.m., New York
City time, on August 11, 1999, unless we extend the deadline.
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE
AND ON PAGE 1 OF THE SUPPLEMENTS FOR A DESCRIPTION OF RISK FACTORS THAT YOU
SHOULD CONSIDER IN CONNECTION WITH OUR OFFER.
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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, THE SUPPLEMENT OR THE LETTER OF TRANSMITTAL MAY
ALSO BE DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005.
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>
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By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
07606-2065 Attn.: Reorganization Dept. Attn.: Reorganization Dept.
For information, please call:
TOLL FREE: (888) 349-2005
July 22, 1999
</TABLE>
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EXHIBIT (a)(10)
$60
HIGHEST PRICE TO PURCHASE
UNITS OF LIMITED PARTNERSHIP INTERESTS OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
OFFER EXTENDED TO AUGUST 11, 1999
AIMCO PROPERTIES, L.P. recently increased its offer price to purchase
units of limited partnership interest (the "Units") in Consolidated Capital
Institutional Properties/2 (the "Partnership") to $60, net to seller in cash.
Our price is HIGHER than the price being offered by a third party and, we will
pay for accepted units promptly after expiration of the offer.
IF IT IS LIQUIDITY YOU DESIRE, OUR OFFER PROVIDES YOU WITH THE GREATEST
PURCHASE PRICE CURRENTLY BEING OFFERED. FURTHER, YOU WILL NOT PAY A $100
TRANSFER FEE OR COMMISSIONS IF YOU TENDER YOUR UNITS TO US. YOU WILL ALSO
RECEIVE OUR HIGHER PRICE EARLIER THAN THE THIRD PARTY 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 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 22, 1999
