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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. 2)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)
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CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
(Name of Subject Company)
COOPER RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
INSIGNIA FINANCIAL GROUP, INC.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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JEFFREY P. COHEN
SENIOR VICE PRESIDENT
INSIGNIA FINANCIAL GROUP, INC.
375 PARK AVENUE
SUITE 3401
NEW YORK, NEW YORK 10152
(212) 750-6070
(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. 2 TO SCHEDULE 14D-1/AMENDMENT NO. 11 TO SCHEDULE 13D
This Amendment No. 2, which 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 (the "Schedule 14D-1") by Cooper River Properties, L.L.C. (the
"Purchaser"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust
("IPT") and Insignia Financial Group, Inc. ("Insignia"), also constitutes
Amendment No. 11 to the Statement on Schedule 13D of the Purchaser, IPLP, IPT,
Insignia and Andrew L. Farkas, originally filed with the Commission on December
19, 1994, as amended by Amendment No. 1 filed with the Commission on October 4,
1996, Amendment No. 2 filed with the Commission on April 28, 1997, Amendment
No. 3 filed with the Commission on December 31, 1997, Amendment No. 4 filed
with the Commission on January 30, 1998, Amendment No. 5 filed with the
Commission on February 9, 1998, Amendment No. 6 filed with the Commission on
February 13, 1998, Amendment No. 7 filed with the Commission on March 2, 1998,
Amendment No. 8 filed with the Commission on March 24, 1998, Amendment No. 9
filed with the Commission on July 30, 1998 and Amendment No. 10 filed with the
Commission on August 18, 1998 (and together with the Schedule 14D-1, the
"Schedules"). The Schedules relate to the tender offer of the Purchaser to
purchase up to 125,000 of the outstanding units of limited partnership interest
(the "Units") of Consolidated Capital Institutional Properties/3, at a purchase
price of $100 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
"Offer to Purchase") 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 Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on Tuesday,
September 1, 1998. On August 27, 1998, the Purchaser issued a press release
announcing such extension and reporting that approximately 17,232.9 Units had
been tendered pursuant to the Offer to date. A copy of the press release has
been filed as Exhibit (a)(5) to this Amendment No. 2 and is incorporated herein
by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(5) Text of press release issued by the Purchaser on August 27, 1998.
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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: August 27, 1998
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Manager
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
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Frank M. Garrison
Executive Managing Director
SOLELY FOR PURPOSES OF, AND INSOFAR AS THIS
FILING CONSTITUTES, AMENDMENT NO. 11 TO THE
STATEMENT ON SCHEDULE 13D
/s/ ANDREW L. FARKAS
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By: Jeffrey P. Cohen, Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(5) Text of press release issued by the Purchaser on August 27, 1998.
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EXHIBIT (a)(5)
COOPER RIVER PROPERTIES, L.L.C.
P.O. Box 19059
Greenville, SC 29602
CONTACT: Edward McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
COOPER RIVER ANNOUNCEMENT
GREENVILLE, SOUTH CAROLINA, August 27, 1998--Cooper River Properties,
L.L.C. today announced that it has extended the expiration date of its
outstanding tender offers for limited partnership interests in Consolidated
Capital Institutional Properties, Consolidated Capital Institutional
Properties/2, Consolidated Capital Institutional Properties/3, Consolidated
Capital Properties III and Consolidated Capital Properties V. The expiration
date for each tender offer has been extended to 5:00 p.m., New York time, on
Tuesday, September 1, 1998. The offers were previously scheduled to expire at
12:00 midnight on Wednesday, August 26, 1998.
Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on August 26, 1998,
approximately 5,999.6 interests had been tendered pursuant to the Consolidated
Capital Institutional Properties offer, approximately 35,803.7 interests had
been tendered pursuant to the Consolidated Capital Institutional Properties/2
offer, approximately 17,232.9 interests had been tendered pursuant to the
Consolidated Capital Institutional Properties/3 offer, approximately 11,729.5
interests had been tendered pursuant to the Consolidated Capital Properties III
offer and approximately 7,678 interests had been tendered pursuant to the
Consolidated Capital Properties V offer.
For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offers.
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