<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
AMENDMENT NO. 1 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. 16)
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
COLORADO CENTER, TOWER TWO,
2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000,
DENVER, COLORADO 80222
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
----------------------------
<PAGE> 2
CALCULATION OF FILING FEE
Transaction Valuation* $18,563,927.56 Amount of Filing Fee: $3,712.79
* For purposes of calculating the fee only. This amount assumes the
purchase of 588,770.3 units of limited partnership interest of the
subject partnership for $31.53 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.
<TABLE>
<S> <C>
Amount Previously Paid: $3,712.79 Filing Parties: AIMCO Properties, L.P.
Form or Registration No.: Schedule 14D-1 Date Filed: November 17, 1999
</TABLE>
(Continued on following pages)
Page 1 of 5
<PAGE> 3
AMENDMENT NO. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 16 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 1 to the
initial Schedule 14D-1 of AIMCO Properties, L.P. (the "AIMCO OP"), relating to
AIMCO OP's Litigation Settlement Offer to purchase units of limited partnership
interest ("Units") of Consolidated Capital Institutional Properties/2 (the
"Partnership"); and (b) Amendment No. 16 to 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, Inc.
("Insignia") and Andrew L. Farkas, as amended by (i) Amendment No. 1, filed with
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,
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, (xii)
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, (xiii) Amendment
No. 13, filed with the Commission on July 23, 1999, by Cooper River, Reedy
River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO, (xiv) Amendment No. 14,
filed with the Commission August 31, 1999, by Cooper River, Reedy River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO, and (xv) Amendment No. 15, filed
with the Commission on November 17, 1999, by Cooper River, Reedy River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO. Cooper River, Reedy River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO are herein referred to as
"Reporting Persons." The item numbers and responses thereto are set forth below
in accordance with the requirements of Schedule 14D-1.
(1) MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Litigation Settlement Offer, dated November 15, 1999
(Previously filed).
(a)(2) Letter of Transmittal and related Instructions
(Previously filed).
(a)(3) Letter, dated November 15, 1999, from AIMCO OP to the
Limited Partners of the Partnership (Previously
filed).
(a)(4) Supplement to the Litigation Settlement Offer, dated
November 24, 1999.
(b) Credit Agreement (Secured Revolving Credit Facility),
dated as of August 16, 1999, among AIMCO Properties,
L.P., Bank of America, Bank Boston, N.A., and First
Union National Bank. (Exhibit 10.1 to AIMCO's Current
Report on Form 8-K, dated August 16, 1999, is
incorporated herein by this reference.)
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Page 2 of 5
<PAGE> 4
(f) Not applicable.
(z)(1) Agreement of Joint Filing, dated November 15, 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: November 24, 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 NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Litigation Settlement Offer, dated November 15, 1999
(Previously filed).
(a)(2) Letter of Transmittal and related Instructions
(Previously filed).
(a)(3) Letter, dated November 15, 1999, from AIMCO OP to the
Limited Partners of the Partnership (Previously
filed).
(a)(4) Supplement to the Litigation Settlement Offer, dated
November 24, 1999.
(b) Credit Agreement (Secured Revolving Credit Facility),
dated as of August 16, 1999, among AIMCO Properties,
L.P., Bank of America, Bank Boston, N.A., and First
Union National Bank. (Exhibit 10.1 to AIMCO's Current
Report on Form 8-K, dated August 16, 1999, 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 November 15, 1999,
among AIMCO, AIMCO- GP, AIMCO OP, AIMCO/IPT, IPLP,
Reedy River and Cooper River (Previously filed).
</TABLE>
Page 5 of 5
<PAGE> 1
AIMCO
SUPPLEMENT TO THE
LITIGATION SETTLEMENT OFFER
AIMCO PROPERTIES, L.P.
IS OFFERING TO PURCHASE ANY AND ALL UNITS OF LIMITED PARTNERSHIP INTEREST IN
CONSOLIDATED CAPITAL INSTITUTIONAL
PROPERTIES/2
FOR $31.53 PER UNIT IN CASH
The Litigation Settlement Offer, dated November 15, 1999, was made as
part of a proposed settlement of a class action and derivative lawsuit brought
on behalf of limited partners in your partnership. PRELIMINARY COURT APPROVAL
HAS BEEN OBTAINED. The settlement is subject to final court approval. The method
of determining the offer price and other terms of the offer were negotiated at
arm's length with settlement class counsel and incorporated into the settlement.
Approximately 5% of our offer price represents a payment from a settlement fund
that we have established, which you will be entitled to receive if we receive
court approval and you do not request exclusion from the settlement class.
ROBERT A. STANGER AND CO., INC., AN INDEPENDENT INVESTMENT BANKING FIRM, HAS
DELIVERED AN OPINION THAT OUR CASH OFFER PRICE (EXCLUDING THE SETTLEMENT FUND
PAYMENT) IS FAIR TO YOU FROM A FINANCIAL POINT OF VIEW.
If units tendered for cash in this and other offers made as part of the
settlement exceed $50 million (exclusive of amounts payable out of the
settlement fund), we will accept only $50 million of units on a pro rata basis
according to the value of units tendered by each person.
Our offer and your withdrawal rights will expire at 5:00 p.m., New York
City time, on December 30, 1999, unless we extend the deadline.
-------------------------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THE LITIGATION SETTLEMENT OFFER FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER, INCLUDING THE FOLLOWING:
o We determined our offer price in accordance with a method
agreed upon by counsel representing the settlement class. The
price per unit reflects an amount to be paid to tendering
unitholders after taking into account amounts for estimated
attorney fees, costs, and expenses which class counsel is
permitted to seek in connection with the settlement. Our offer
price may not reflect the fair market value of your units.
o Stanger, in analyzing our offer, has estimated the net asset
value, liquidation value and going concern value of your
partnership units to be $32, $31 and $27 per unit.
(continued on next page)
-------------------------------------------
If you desire to accept our offer, you should complete and sign the
enclosed 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 Litigation Settlement Offer. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS OFFER TO PURCHASE OR
THE LETTER OF TRANSMITTAL MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (888)
349-2005.
November 24, 1999
<PAGE> 2
(continued from cover page)
o In April 1996, the properties, owned by a partnership
affiliated with your partnership, which secured the loan owed
by your partnership were appraised at $18,300,000. Based on
this appraised value, your units have a liquidation value of
$82.94 per unit. In 1999, that partnership sold six of those
properties. Certain net proceeds from those sales were paid to
your partnership.
o Although your partnership's agreement of limited partnership
provides for termination in the year 2013, the prospectus
pursuant to which the units were sold in 1983 indicated that
the properties owned by your partnership might be sold after
12 years of their acquisition if conditions permitted.
o Although our offer price has been determined based on
negotiations with counsel for the settlement class, 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 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 of the assets owned by your
partnership.
o Under the settlement, we will be required to make an
additional offer to purchase units within 18 months at a price
which may be higher than this offer.
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.
-------------------------
Our offer price will be reduced for any distributions subsequently made
by your partnership prior to the expiration of our offer. We will notify you of
any such reduction.
You will not pay any partnership transfer fees if you tender your units.
However, you may incur transfer taxes, brokerage fees and other costs.
Our offer is not subject to any minimum number of units being tendered.
2
<PAGE> 3
INTRODUCTION
This Litigation Settlement Offer is being made as part of a proposed
settlement of a class action and derivative lawsuit in the Superior Court of the
State of California, County of San Mateo, entitled Nuanes et al. v. Insignia
Financial Group, Inc., et al. The terms and conditions of the proposed
settlement are set forth in a stipulation of settlement (the "Stipulation").
Preliminary court approval has been obtained. However, the settlement is subject
to final court approval after a hearing in which all class members may
participate. The method of determining the offer price is the result of
arms-length negotiations between us and counsel representing a group of the
limited partners in your partnership and sixty other partnerships formerly
managed by Insignia Financial Group, Inc. and/or its affiliates. The offer price
per unit reflects an amount to be paid to tendering unitholders after taking
into account amounts for estimated attorney's fees, costs, and expenses which
class counsel is permitted to seek in connection with the settlement.
Approximately 5% of our offer price represents a payment from a settlement fund
that we have established, which you will be entitled to receive if we receive
court approval and you do not request exclusion from the settlement class. If
units tendered for cash in this offer and other tender offers made as part of
the settlement exceed $50 million in value (exclusive of amounts payable out of
the settlement fund), we will accept only $50 million of units on a pro rata
basis, according to the value of units tendered by each person.
Subject to the $50 million limitation and the terms and conditions set
forth herein, we are offering to purchase all outstanding units validly tendered
for the purchase price of $31.53 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 the date hereof until the expiration date; provided,
that approximately 5% of our offer price represents a payment from a settlement
fund that we have established, which you will be entitled to receive if we
receive court approval and you do not request exclusion from the settlement
class. Our offer is made upon the terms and subject to the conditions set forth
in this offer to purchase and in the accompanying letter of transmittal.
If units are validly tendered and not properly withdrawn prior to the
expiration date and the purchase of all such units would result in there being
less than 320 unitholders, we will purchase only 99% of the total number of
units so tendered by each limited partner (subject to any necessary adjustments
for fractional units.) If more units are validly tendered and not withdrawn in
response to our offer than we have indicated we are willing or able to purchase,
we will accept units pro rata according to the value of units validly tendered
and not withdrawn by each limited partner. Any such proration would reduce the
number of units that we purchase from you, with a corresponding reduction in the
amount payable to you.
We will pay any transfer fees imposed for the transfer of units by your
partnership. However, you will be responsible for any taxes that arise from your
sale of units. You will also have to pay any fees or commissions imposed by your
broker, or by any custodian or other trustee of any Individual Retirement
Account or benefit plan which is the owner of record of your units. Although the
fees charged for transferring units from an Individual Retirement Account vary,
such fees are typically $25-$50 per transaction. Depending on the number of
units that you tender, any fees charged on a per transaction basis could exceed
the aggregate offer price you receive if some of your units are not accepted by
us (as a result of proration or otherwise).
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--17. Conditions of the Offer" You may
tender all or any portion of the units that you own. Under no circumstances will
we be required to accept any unit if the transfer of that unit to us would be
prohibited by the agreement of limited partnership of your partnership.
Our offer will expire at 5:00 p.m., New York City time, on December 30,
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 January 11, 2000.
<PAGE> 4
We are AIMCO Properties, L.P., a Delaware limited partnership. Together
with our subsidiaries, we conduct substantially all of the operations of
Apartment Investment and Management Company, or AIMCO. AIMCO is a
self-administered and self-managed real estate investment trust engaged in the
ownership, acquisition, development, expansion and management of multifamily
apartment properties. As of June 30, 1999, AIMCO owned or managed 369,404
apartment units in 2,037 properties located in 49 states, the District of
Columbia and Puerto Rico. AIMCO's Class A Common Stock is listed and traded on
the New York Stock Exchange under the symbol "AIV."
Your partnership owns a loan owed by Consolidated Capital Equity
Partners/Two, L.P., a California limited partnership ("CCEP/2"), in respect of
amounts previously borrowed from your 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, is
the sole general partner of CCEP/2 and a wholly-owned subsidiary of AIMCO.
THE LITIGATION SETTLEMENT OFFER IS HEREBY SUPPLEMENTED AS FOLLOWS:
1. Our offer price of $31.53 (including payment from the settlement fund)
remains the same.
2. In "The Offer-Section 9. Background and Reasons for the Offer-Determination
of the Offer Price," the table illustrating the manner in which we
determined the offer price is replaced by the following table:
<TABLE>
<CAPTION>
CICP/2 CCEP/2
----------- -----------
<S> <C> <C>
Estimated gross valuation of partnership properties ............................ $ 0 $ 46,369,000
Plus: Cash and cash equivalents ............................................... 27,744,986 3,357,274
Plus: Other partnership assets, net of security deposits ...................... 27,084 6,261,463
Less: Mortgage debt, including accrued interest ............................... 0 (50,235,389)
Less: Accounts payable and expenses ........................................... 0 (44,856)
Less: Other liabilities ....................................................... (87,711) (1,958,585)
----------- ------------
Partnership valuation before taxes and certain costs ........................... 27,684,358 3,748,907
Less: Disposition fees ........................................................ 0 (349,225)
Less: Extraordinary capital expenditures and deferred
maintenance .............................................................. 0 (1,081,232)
Less: Closing and transaction costs ........................................... 0 (2,318,450)
Estimated net valuation of your partnership .................................... 27,684,358 0
----------- ------------
Percentage of estimated net valuation allocated to holders of unit ............. 100%
-----------
Estimated net valuation of units ............................................... 27,684.358
Total number of units ................................................... 909,134
-----------
Estimated valuation per unit ................................................... $ 30.00
===========
Plus: Payment from the settlement fund ........................................ 1.53 *
-----------
Cash consideration per unit .................................................... $ 31.53
===========
</TABLE>
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* Payable only upon court approval of the settlement and if you do not opt out
of the settlement class.
2
<PAGE> 5
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.
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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. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept.
</TABLE>
For information, please call:
TOLL FREE (888) 349-2005
