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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
(Name of Subject Company)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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WILLIAM H. JARRARD, JR.
PRESIDENT
CONCAP EQUITIES, INC.
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-2747
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with
the Commission on December 31, 1997 (the "Statement") by Consolidated Capital
Institutional Properties/3, a California limited partnership (the
"Partnership"), relating to the tender offer by Madison River Properties, L.L.C.
(the "Purchaser") to purchase up to 145,000 of the outstanding units of limited
partnership interest ("Units") in the Partnership, at $85 per Unit, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated December 31, 1997 and the related Assignment of
Partnership Interest (which, together with any supplements or amendments,
collectively constitute the "Offer") attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with Commission by the Purchaser on December 31, 1997. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Statement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On February 12, 1998, the Partnership entered into a non-binding letter
of intent providing for the sale of the Lamplighter Park Apartments complex
located in Bellevue, Washington for a gross sale price of $13,525,000. The sale
of the property is subject to a number of conditions, including the negotiation
and execution of a definitive contract and completion to the buyer's
satisfaction of title searches and physical inspections. Accordingly, the
Partnership does not know if the sale will be completed, or whether, if the sale
is completed, the final sale price will be different.
The full text of the letter of intent, a copy of which is attached as
Exhibit (d)(1) hereto, is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(d)(1) Letter of Intent between the Partnership and Bay Apartment
Communities, Inc. dated February 12, 1998.
2
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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: February 13, 1998
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
By: CONCAP EQUITIES, INC.,
its General Partner
By: /s/ William H. Jarrard, Jr.
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William H. Jarrard, Jr.
President
3
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(d)(1) Letter of Intent between the Partnership and Bay
Apartment Communities, Inc. dated February 12, 1998.
4
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[LOGO]
February 12, 1998
Mr. Steve Bartlett
Insignia Capital Advisors
The Woodmont Centre II
102 Woodmont Blvd., #400
Nashville, TN 37205
Re: PURCHASE OF CERTAIN REAL PROPERTY KNOWN AS LAMPLIGHTER PARK APARTMENTS
At: 825 156th Avenue, NE, Bellevue, WA (174 apartments - the "Property")
By: Bay Apartment Communities, Inc., a Maryland corporation ("Buyer")
From: Insignia Property Trust ("Seller")
Dear Mr. Bartlett:
This non-binding letter of intent sets forth the terms and conditions upon
which Buyer is interested in pursuing the purchase of the Property from Seller.
1. Purchase Price.
At close of escrow, Buyer would pay $13,525,000 all cash for the
Property, subject to approximately $3,500,000 in existing mortgage
debt secured by the Property as well as applicable prorations, credits
and other adjustments.
2. Brokerage Fees.
Buyer and Seller will represent themselves in the transaction and
would each be responsible to pay their own brokers/consultants,
pursuant to separate agreements.
3. Escrow.
Upon Execution of a definitive purchase agreement and escrow
instructions by Buyer and Seller, an escrow ("Escrow") for the
transaction would be opened at an escrow company that is acceptable to
Buyer and Seller ("Escrow Holder"). Buyer and Seller would deposit
with Escrow Holder an executed copy of such purchase agreement
("Escrow Instructions"). Buyer would also deposit with Escrow Holder a
deposit in the amount of $500,000 ("Deposit"), $25,000 of said deposit
would be immediately non-refundable to Seller upon execution of the
Purchase and Sale Agreement, except in the event of Seller default.
Buyer would have up to thirty (30) calendar days following mutual
execution of a purchase agreement to determine whether the Property is
acceptable to Buyer in its sole and absolute discretion. Buyer shall
provide written notice of Buyer's acceptance of the Property within
the thirty (30) day period. If Buyer fails to approve the Property in
writing, Escrow Holder would return the Deposit including accrued
interest to Buyer and the Purchase Agreement would be null and void.
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Mr. Steve Bartlett February 12, 1998
Page 2 of 4
If Buyer provides written notice of acceptance of the Property to
Seller, the Deposit shall be increased to $1,000,000. If Buyer
provides written notice of acceptance of the Property to Seller, the
deposit shall become non-refundable to Buyer (except as detailed in
Paragraph 5 and in the event that the transaction failed to close for
any reason other than Buyer's default). The Deposit would be Seller's
sole remedy as liquidated damages in case of breach of the Purchase
Agreement by Buyer.
4. Closing.
The purchase agreement would provide that the close of escrow would
occur within 10 calendar days following written notice of Buyer's
acceptance of the Property.
5. Contingencies.
Buyer's obligation to consummate the acquisition of the Property would
be subject to and conditioned upon satisfaction or waiver by Buyer in
its sole and absolute discretion of all matters affecting the Property,
including the conditions described in Paragraphs 5.1, 5.3, 5.4 and 5.5,
and at the close of escrow for conditions described in Paragraphs 5.2
and 5.5:
5.1 Title.
Buyer's review and approval of the acreage and condition of title.
5.2 Title Policy.
Issuance to Buyer of an ALTA Owner's Policy of Title Insurance
(Form B, 1970) upon the closing of Escrow.
5.3 Agreements and Leases
Buyer's review and approval in writing of all agreements and
contracts.
5.4 Buyer's Investigations.
Buyer's preparation or receipt and approval of such studies,
reports and investigations which Buyer deems appropriate.
Buyer, its engineers, architects, employees, contractors and
agents shall maintain public liability insurance policies
insuring against claims arising as a result of the inspection of
the Property being conducted by Buyer. Before entering the
Property to conduct any inspections, Buyer and all Buyer's
contractors or sub-agents shall supply Seller with individual
insurance certificates naming Seller as an additional insured.
Buyer also agrees to indemnify, defend, protect and hold Seller
harmless from any and all loss, costs, including attorney's fees,
liability or damages which Seller may incur or suffer as a result
of Buyer's conducting its inspection and investigation of the
Property including the entry of Buyer, its
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Mr. Steve Bartlett February 12, 1998
Page 3 of 4
employees or agents and its lender onto the Property, including
without limitation, liability for mechanics' lien claims. Buyer
also agrees to defend and hold Seller harmless from any injuries,
damages or claims of any nature whatsoever which Buyer's servants,
agents or employees may have as a result of Buyer's inspection of
the Property. Buyer further agrees to restore any damage to the
Property which may arise as a result of Buyer's inspection of the
Property.
5.5 Seller Performance.
Seller's performance of all of its duties and obligations and
agreements under the binding agreement for the sale of the
Property.
6. Representations and Warranties.
Buyer will purchase on an As-Is basis with minimal representations and
warranties granted by the Seller which are to be negotiated in the
contract. Buyer will pay for all costs related to inspections which it
deems necessary to conduct.
7. Costs and Adjustments. The purchase price will be adjusted as follows:
7.1 Closing Costs.
The purchase agreement would provide that the Seller pay all costs
of CLTA title insurance, transfer taxes, recording fees, and one-
half (1/2) of Escrow Holder's fee. Buyer would pay for the cost of
the survey, one-half (1/2) of Escrow Holder's fee, and ALTA title
insurance. Buyer and Seller shall each pay all costs of their
respective legal counsel and other advisors.
7.2 Prorations.
Real estate taxes and assessments, personal property taxes, rent
and operating expenses and all other income and expenses of the
Property would be prorated as of the closing date.
8. Assignments.
Buyer would be entitled to freely assign the purchase contract to any
entity controlled by or under common control with Buyer without
Seller's consent.
9. Duration of Offer.
This proposal would remain open unless withdrawn or extended, until
5:00 p.m., Pacific Standard time, February 17, 1998. If this proposal
is not accepted by that time, it would become null and void.
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Mr. Steve Bartlett February 12, 1998
Page 4 of 4
10. Preparation of Purchase Agreement.
This letter sets forth only the basic terms and conditions upon which
the purchase and sale of the Property would be consummated. This letter
of intent is a preliminary statement of general interest. It is
expressly understood that it is not binding to either party. The
Purchase and Sale Agreement, when executed by both parties, shall
contain the full agreement. The purchase agreement will incorporate all
of the terms set forth in this letter and such additional terms,
conditions, representations and warranties as Buyer or Seller may
reasonably require.
11. No Other Offers.
From and after your acceptance of this letter, and until such time as
the parties cannot, in good faith, agree upon the terms and conditions
of such purchase agreement, Seller will not offer the Property for
sale, or accept any offers to purchase the Property, and additionally,
Seller will not transfer, hypothecate, mortgage or otherwise convey any
interest in the Property without the prior written consent of Buyer.
Very truly yours,
BAY APARTMENT COMMUNITIES, INC.
/s/ Max L. Gardner
Max L. Gardner
Executive Vice President,
Chief Operating Officer and Director
The undersigned hereby approves and accepts on this 12th day of February 1998
the foregoing provisions and conditions, and represents and warrants that the
person executing this document on behalf of Seller is fully authorized and
approved to do so.
Consolidated Capital Institutional Properties / 3
By: ConCap Equities, Inc. Its: General Partner
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By: /s/ William H. Jarrard, Jr.
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William H. Jarrard, Jr.
President
