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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. 9)
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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
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
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 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. 9 TO SCHEDULE 14D-1
This Amendment No. 9 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, Amendment No. 2 filed with the Commission on August 27, 1998, Amendment
No. 3 filed with the Commission on September 2, 1998, Amendment No. 4 filed with
the Commission on September 9, 1998, Amendment No. 5 filed with the Commission
on September 21, 1998, Amendment No. 6 filed with the Commission on September
28, 1998, Amendment No. 7 filed with the Commission on October 5, 1998 and
Amendment No. 8 filed with the Commission on October 19, 1998 (the "Statement")
by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P.
("IPLP"), Insignia Properties Trust ("IPT") and Apartment Investment and
Management Company ("AIMCO") relating to the tender offer of the Purchaser for
up to 125,000 of the outstanding units of limited partnership interest (the
"Units") of Consolidated Capital Institutional Properties/3 (the "Partnership"),
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"). In addition, the undersigned hereby amend the amendment
to the Statement previously filed on their behalf on October 5, 1998 with the
Commission in order to correct certain clerical errors on the signature page.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Offer to Purchase and the original Statement.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on
Monday, December 14, 1998. On November 17, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 27,360.2
Units had been tendered pursuant to the Offer to date. A copy of the press
release has been filed as Exhibit (a)(12) to this Amendment No. 9 and is
incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Text of press release issued by the Purchaser on November
17, 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: November 17, 1998
COOPER RIVER PROPERTIES, L.L.C.
By: Insignia Properties, L.P.,
its managing member
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
-----------------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
-----------------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
-----------------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
-----------------------------------------
Patrick J. Foye
Executive Vice President
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(a)(12) Text of press release issued by the Purchaser on
November 17, 1998.
</TABLE>
4
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EXHIBIT (a)(12)
COOPER RIVER PROPERTIES, L.L.C.
1873 South Bellaire Street
17th Floor
Denver, Colorado 80222
CONTACT: Edward McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
COOPER RIVER ANNOUNCEMENT
DENVER, COLORADO, November 17, 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, Consolidated Capital Properties V, Davidson Diversified Real Estate I,
L.P., Davidson Diversified Real Estate II, L.P., Davidson Diversified Real
Estate III, L.P., Davidson Growth Plus, L.P., Davidson Income Real Estate, L.P.,
Angeles Opportunity Properties, Ltd., Angeles Income Properties, Ltd. II,
Angeles Income Properties, Ltd. III, Angeles Income Properties, Ltd. IV, Angeles
Income Properties, Ltd. 6, Angeles Partners IX, Angeles Partners X, Angeles
Partners XI, Angeles Partners XII, Century Pension Income Fund XXIV, Drexel
Burnham Lambert Real Estate Associates III, HCW Pension Real Estate Fund Limited
Partnership, Multi-Benefit Realty Fund '87-1 (Class A Units), Multi-Benefit
Realty Fund '87-1 (Class B Units) and VMS Investors First-Staged Equity L.P. II.
The expiration date for each tender offer has been extended to 5:00 p.m. on
Monday, December 14, 1998. The offers were previously scheduled to expire at
5:00 p.m. on Monday, November 16, 1998.
Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on November 16, 1998,
approximately 11,136.1 interests had been tendered pursuant to the Consolidated
Capital Institutional Properties offer, approximately 70,397.2 interests had
been tendered pursuant to the Consolidated Capital Institutional Properties/2
offer, approximately 27,360.2 interests had been tendered pursuant to the
Consolidated Capital Institutional Properties/3 offer, approximately 17,177.5
interests had been tendered pursuant to the Consolidated Capital Properties III
offer, approximately 11,390 interests had been tendered pursuant to the
Consolidated Capital Properties V offer, approximately 128.35 interests had been
tendered pursuant to the Davidson Diversified Real Estate I offer, approximately
213.0 interests had been tendered pursuant to the Davidson Diversified Real
Estate II offer, approximately 293.5 interests had been tendered pursuant to the
Davidson Diversified Real Estate III offer, approximately 4,063 interests had
been tendered pursuant to the Davidson Growth Plus offer, approximately 4,125
interests had been tendered pursuant to the Davidson Income Real Estate offer,
approximately 976 interests had been tendered pursuant to the Angeles
Opportunity Properties, Ltd. offer, approximately 5,894 interests had been
tendered pursuant to the Angeles Income Properties, Ltd. II offer, approximately
11,510 interests had been tendered pursuant to the Angeles Income Properties,
Ltd. III offer, approximately 12,615 interests had been tendered pursuant to the
Angeles Income Properties, Ltd. IV offer, approximately 3,528 interests had been
tendered pursuant to the Angeles Income Properties, Ltd. 6 offer, approximately
1,355 interests had been tendered pursuant to the Angeles Partners IX offer,
approximately 3,781 interests had been tendered pursuant to the Angeles Partners
X offer, approximately 8,831 interests had been tendered pursuant to the Angeles
Partners XI offer, approximately 4,595 interests had been tendered pursuant to
the Angeles Partners XII offer, approximately 802 interests had been
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tendered pursuant to the Century Pension Income Fund XXIV offer, approximately
2,886 interests had been tendered pursuant to the Drexel Burnham Lambert Real
Estate Associates III offer, approximately 1,794 interests had been tendered
pursuant to the HCW Pension Real Estate Fund Limited Partnership offer,
approximately 5,050 interest had been tendered pursuant to the Multi-Benefit
Realty Fund '87-1 (Class A Units) offer, approximately 5,091 interests had been
tendered pursuant to the Multi-Benefit Realty Fund '87-1 (Class B Units) offer
and approximately 3,940.167 interests had been tendered pursuant to the VMS
Investors First-Staged Equity L.P. II 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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