<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 24)
Consolidated Capital Institutional Properties/2
-----------------------------------------------
(Name of Subject Company (Issuer))
AIMCO Properties, L.P. -- Offeror
---------------------------------
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Limited Partnership Units
-------------------------
(Title of Class Securities)
None
----
(CUSIP Number of Class Securities)
Patrick J. Foye
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
(Name, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)
Copy To:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
<PAGE> 2
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$15,875,199.20 $3,175.04
</TABLE>
* For purposes of calculating the fee only. This amount assumes the
purchase of 512,103.20 units of limited partnership interest of the
subject partnership for $31 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.
[X] Check the 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: $3,175.04 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: August 11, 2000
----------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[X] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
<PAGE> 3
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
312,271.30 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
312,271.30 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,271.30 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.00%
14. TYPE OF REPORTING PERSON
PN
3
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
312,271.30 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
312,271.30 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,271.30 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.00%
14. TYPE OF REPORTING PERSON
CO
4
<PAGE> 5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
397,030.60 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
397,030.60 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
397,030.60 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 44.23%
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
INSIGNIA PROPERTIES, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
84,759.30 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
84,759.30 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,759.30 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.23 %
14. TYPE OF REPORTING PERSON
PN
6
<PAGE> 7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO/IPT, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
84,759.30 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
84,759.30 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,759.30 Unit
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.23%
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
COOPER RIVER PROPERTIES, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
67,518.70 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
67,518.70 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,518.70 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 7.35%
14. TYPE OF REPORTING PERSON
OO
8
<PAGE> 9
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
REEDY RIVER PROPERTIES, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
168,736.50 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
168,736.50 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,736.50 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 18.37%
14. TYPE OF REPORTING PERSON
OO
9
<PAGE> 10
AMENDMENT NO. 3 TO TENDER OFFER STATEMENT/
AMENDMENT NO. 24 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 3 to the
Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO
OP"), relating to an offer to purchase units of limited partnership interest
("Units") of Consolidated Capital Institutional Properties/2 (the "Partner
ship"); and (b) Amendment No. 24 to the 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, 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 on August 31, 1999, by Cooper River, Reedy River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO, (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, (xvi) Amendment No. 16, filed
with the Commission on November 24, 1999, by Cooper River, Reedy River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xvii) Amendment No. 17, dated
December 16, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, (xviii) Amendment No. 18, filed with the Commission on
January 13, 2000, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, (xix) Amendment No. 19, filed with the Commission on May 16,
2000, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and
AIMCO, (xx) Amendment No. 20, filed with the Commission on June 14, 2000, by
Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxi)
Amendment No. 21, filed with the Commission on August 10, 2000, by Cooper River,
Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxii) Amendment No.
22, dated August 7, 2000, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO
OP, AIMCO-GP and AIMCO, and (xxiii) Amendment No. 23, dated September 8, 2000,
by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO.
----------
10
<PAGE> 11
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated August 10, 2000. (Previously
filed.)
(a)(2) Letter of Transmittal and related Instructions. (Previously
filed.)
(a)(3) Letter, dated August 10, 2000, from AIMCO OP to the limited
partners of the Partnership. (Previously filed.)
(a)(4) Letter, dated August 15, 2000, from AIMCO OP to the limited
partners of the Partnership. (Previously filed.)
(a)(5) Supplement to Offer to Purchase, dated September 5, 2000.
(Previously filed.)
(a)(6) Letter, dated August 30, 2000, from AIMCO OP to the limited
partners of the Partnership. (Previously filed.)
(a)(7) Press release, dated September 8, 2000. (Previously filed.)
(a)(8) Letter, dated September 18, 2000, from AIMCO OP to the
limited partners of the Partnership.
(a)(9) Press release, dated September 21, 2000.
(b)(1) 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.)
(b)(2) Amended and Restated Credit Agreement, dated as of March
15, 2000, among AIMCO Properties, L.P., Bank of America,
Bank Boston, N.A., and First Union National Bank. (Exhibit
10.20 to AIMCO Properties, L.P.'s Annual Report on Form
10-K for the year ended December 31, 1999, is incorporated
herein by this reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO
Properties, L.P., Bank of America, as Administrative Agent,
and U.S. Bank National Association, as Lender. (Exhibit
10.4 to AIMCO's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, is incorporated herein by
this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated May 15, 2000, among AIMCO,
AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Cooper River and Reedy
River. (Previously filed.)
11
<PAGE> 12
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.
Date: September 21, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
--------------------------------
Executive Vice President
COOPER 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
REEDY RIVER PROPERTIES, L.L.C.
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
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated August 10, 2000. (Previously
filed.)
(a)(2) Letter of Transmittal and related Instructions. (Previously
filed.)
(a)(3) Letter, dated August 10, 2000, from AIMCO OP to the limited
partners of the Partnership. (Previously filed.)
(a)(4) Letter, dated August 15, 2000, from AIMCO OP to the limited
partners of the Partnership. (Previously filed.)
(a)(5) Supplement to Offer to Purchase, dated September 5, 2000.
(Previously filed.)
(a)(6) Letter, dated August 30, 2000, from AIMCO OP to the limited
partners of the Partnership. (Previously filed.)
(a)(7) Press release, dated September 8, 2000. (Previously filed.)
(a)(8) Letter, dated September 18, 2000, from AIMCO OP to the
limited partners of the Partnership.
(a)(9) Press release, dated September 21, 2000.
(b)(1) 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.)
(b)(2) Amended and Restated Credit Agreement, dated as of March
15, 2000, among AIMCO Properties, L.P., Bank of America,
Bank Boston, N.A., and First Union National Bank. (Exhibit
10.20 to AIMCO Properties, L.P.'s Annual Report on Form
10-K for the year ended December 31, 1999, is incorporated
herein by this reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO
Properties, L.P., Bank of America, as Administrative Agent,
and U.S. Bank National Association, as Lender. (Exhibit
10.4 to AIMCO's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, is incorporated herein by
this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated May 15, 2000, among AIMCO,
AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Cooper River and Reedy
River. (Previously filed.)
</TABLE>
13
