8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

93

Date of Report (Date of earliest event reported) December 9, 2008

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

(Exact name of Registrant as specified in its charter)

            Delaware                  0-10831                 94-2744492

      (State or other jurisdiction (Commission            (I.R.S. Employer

           of incorporation)        File Number)        Identification Number)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01   Completion of Acquisition or Disposition of Assets

Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in CCIP Palm Lake, L.L.C., a Delaware limited liability company (the “Company”).  As previously disclosed, after April 30, 2008, the assets and liabilities of the Company are allocated solely to the holders of Series A Units of the Registrant for all purposes. The Company owned Palm Lake Apartments (“Palm Lake”), a 150-unit apartment complex located in Tampa, Florida.

On December 9, 2008 the Company sold Palm Lake to a third party, Blackhawk Apartment Opportunity Fund II LLC, an Illinois limited liability company (the “Purchaser”), for a total sales price of $7,000,000.  The Registrant continues to own and operate six other investment properties.

In accordance with the terms of Registrant’s partnership agreement, the Registrant’s general partner is currently evaluating the cash requirements of the Company to determine what portion of the net sale proceeds will be available to distribute to the holders of Series A units.

Item 9.01   Financial Statements and Exhibits

(b)   Pro forma financial information.

The following unaudited pro forma balance sheet and statements of operations reflect the continuing operations of the Registrant as if Palm Lake had been sold on January 1, 2007.  The following also includes the operations of The Lofts which was classified as held for sale as of September 30, 2008.

The pro forma financial statements do not project the Registrant’s results of operations at any future date or for any future period.  This pro forma information should be read in conjunction with the Registrant’s 2008 Quarterly Report on Form 10-Q for the period ended September 30, 2008 and the Registrant’s 2007 Annual Report on Form 10-KSB.

PRO FORMA BALANCE SHEET

(in thousands)

	September 30, 2008
All other assets	$   4,982
Investment property, net	77,112
Total Assets	$  82,094
All other liabilities	$   3,752
Mortgage notes payable	130,502
Partners’ deficit	(52,160)
Total Liabilities and Partners’ Deficit	$  82,094

PRO FORMA STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

	Nine Months Ended	Year Ended
	September 30, 2008	December 31, 2007
Total revenues	$18,060	$23,766
Total expenses	20,761	24,113
Impairment Loss	2,400	0
Loss before discontinued operations	(5,101)	(347)
Income from discontinued operations Net loss	318         $(4,783)	59          $ (288)
Series A Series B                              Series C Net loss per limited partnership interest	$ (6.56)          (16.61) (0.62)         $(23.79)	$(7.08)           (0.44)            6.09          $(1.43)

(d)  Exhibit

10.71       Second Amendment to Purchase and Sale Contract between CCIP Palm Lake, L.L.C., a Delaware limited liability company and Blackhawk Apartment Opportunity Fund II LLC, an Illinois limited liability company, dated November 26, 2008. *

10.72       Third Amendment to Purchase and Sale Contract between CCIP Palm Lake, L.L.C., a Delaware limited liability company and Blackhawk Apartment Opportunity Fund II LLC, an Illinois limited liability company, dated December 9, 2008.  *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONSOLIDATED CAPITAL

INSTITUTIONAL PROPERTIES, LP

By:  CONCAP EQUITIES, INC.  

General Partner

By:  /s/Stephen B. Waters

Stephen B. Waters

Vice President

Date: December 15, 2008

EX-10.71

Exhibit 10.71

SECOND AMENDMENT TO

PURCHASE AND SALE CONTRACT

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Second Amendment”) is made and entered into this 26th day of November, 2008 (the "Second Amendment Date"), by and between CCIP PALM LAKE, L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and BLACKHAWK APARTMENT OPPORTUNITY FUND II LLC, an Illinois limited liability company, having a principal address at 100 North LaSalle Street, Suite 2200, Chicago, Illinois  60602 (“Purchaser”).

R E C I T A L S:

A.Seller and Purchaser previously entered into that certain Purchase and Sale Contract dated October 24, 2008, as amended by that certain First Amendment to Purchase and Sale Contract dated November 24, 2008 and assigned by Purchaser to PL Apartments LLC, a Florida limited liability company ("Assignee"), (collectively, the “Agreement”), relating to the sale and purchase of the property described therein.

B.Seller and Purchaser desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of these premises, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1.Recitals; Definitions.  The recitals set forth above are hereby incorporated herein.  All initial capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement.

2.Escrow Agent.  Section 2.2.1 and Section 13.7 of the Agreement are hereby amended and restated to provide that Escrow Agent and Title Insurer is as follows:

Fidelity National Title Insurance Co.

8450 East Crescent Parkway #410

Greenwood Village, Colorado 80111

Attention:  Darren W. Hone

Telephone: (720) 200-1200

Facsimile: (720) 489-7592

E-mail: darren.hone@fnf.com

The Escrow Agent Signature Page attached hereto as Exhibit A is hereby inserted into the Agreement as of the Second Amendment Date in place of the original Escrow Agent Signature Page executed by LandAmerica Financial Group, Inc.  Escrow Agent (as such term has been amended by this Second Amendment) hereby joins in the execution of this Second Amendment for the purpose of agreeing to the provisions of Section 2.3 of the Agreement as of the Second Amendment Date.  Escrow Agent acknowledges that it is in possession of the Deposit pursuant to the Contract, which Deposit equals $300,000.00, plus interest of $198.10, as of the Second Amendment Date.

3.Counterparts.  This Second Amendment may be executed and delivered in any number of original or facsimile counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

4.Ratification.  The Agreement, as amended hereby, remains in full force and effect and is hereby ratified and confirmed, as amended by this Second Amendment.  In the event of any conflict between the Agreement and this Second Amendment, the terms and conditions of this Second Amendment shall control.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Purchaser and Seller have executed this Second Amendment as of the date set forth above.

            Seller:

CCIP PALM LAKE, L.L.C.,

a Delaware limited liability company

By:       CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP,

            a Delaware limited partnership,

            its member

            By:       CONCAP EQUITIES, INC.,

                        a Delaware corporation,

                        its general partner

                        By:  /s/Brian J. Bornhorst                     

                        Name:  Brian J. Bornhorst                    

                        Title:  Vice President                            

[Purchaser's Signature Page Follows]

Purchaser:

BLACKHAWK APARTMENT OPPORTUNITY FUND II, LLC,
an Illinois limited liability company

By:       Blackhawk Fund Manager II LLC,
its manager

By:  /s/Gary S. Richman                       
Name:  Gary S. Richman                     
Title:  Member                                     

[Assignee's Signature Page Follows]

            Assignee hereby joins in the execution of this Second Amendment for the purpose of agreeing to pay and perform all of Purchaser's obligations under the Agreement, as amended by this Second Amendment, on the terms and conditions set forth in that certain Assignment and Assumption of Purchase and Sale Contract between Purchaser and Assignee dated November 24, 2008.

                                                            Assignee:

                                                            PL APARTMENTS LLC, a Florida limited liability company

By:       Blackhawk Apartment Opportunity Fund II, LLC,
            an Illinois limited liability company, its manager

            By:     Blackhawk Fund Manager II LLC,
          its manager

By:  /s/Gary S. Richman             
Name:  Gary S. Richman           
Title:  Manager                          

[Escrow Agent's Signature Page Follows]

            Escrow Agent hereby joins in the execution of this Second Amendment for the purposes set forth in Section 2 of this Second Amendment.

ESCROW AGENT:

FIDELITY NATIONAL TITLE INSURANCE

CO.

By:  /s/Darren W. Hone                             
Name:  Darren W. Hone                            
Title:  Vice President                                  

EX-10.72

Exhibit 10.72

THIRD AMENDMENT TO

PURCHASE AND SALE CONTRACT

THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Third Amendment”) is made and entered into this 9th day of December, 2008 (the "Third Amendment Date"), by and between CCIP PALM LAKE, L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and BLACKHAWK APARTMENT OPPORTUNITY FUND II LLC, an Illinois limited liability company, having a principal address at 100 North LaSalle Street, Suite 2200, Chicago, Illinois  60602 (“Purchaser”).

R E C I T A L S:

A.Seller and Purchaser previously entered into that certain Purchase and Sale Contract dated October 24, 2008, as amended by that certain First Amendment to Purchase and Sale Contract dated November 24, 2008 and that certain Second Amendment to Purchase and Sale Contract dated November 26, 2008 and as assigned by Purchaser to PL Apartments LLC, a Florida limited liability company ("Assignee"), (collectively, the “Agreement”), relating to the sale and purchase of the property described therein.

B.Seller and Purchaser desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of these premises, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1.Recitals; Definitions.  The recitals set forth above are hereby incorporated herein.  All initial capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement.

2.Closing Date.  Section 5.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

"The Closing shall occur on December 9, 2008 (the “Closing Date”) through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means."

3.Noted Deficiencies.  During the course of its due diligence, Purchaser has noted deficiencies at the Property with respect to conditions relating to an unstable patio and detached balcony appurtenant to building #5017, units #137 and #237 (all such deficiencies, the "Noted Deficiencies").  In consideration of Purchaser’s waiver of any and all Losses relating to the Noted Deficiencies, Seller hereby agrees, subject to the terms and conditions of this Third Amendment, to provide Purchaser with a credit against the Purchase Price in an amount equal to $8,200.00 (the “Noted Deficiencies Credit”).  Purchaser shall be solely responsible for the costs of completing any repairs arising out of or necessitated by the Noted Deficiencies.  The Noted Deficiencies Credit shall be in full satisfaction of Seller's obligations with respect to the Noted Deficiencies.  Purchaser hereby releases Seller under the Agreement, as amended  by this Third Amendment, from any obligations and liabilities arising from or related to the Noted Deficiencies.  As of the Closing Date, Purchaser hereby generally and unconditionally releases, waives, acquits and forever discharges Seller from and against any and all Losses related to, occurring or arising from the Noted Deficiencies, whether arising or accruing before, on or after the Closing Date.  The release set forth in this Third Amendment shall include and inure to the benefit of the Seller and Seller's Indemnified Parties.  The Noted Deficiencies do not constitute a breach of any of Seller’s Representations nor a default by Seller of any representation, warranty, covenant or obligation under the Agreement.  Purchaser expressly reaffirms the provisions set forth in Section 6.2 of the Agreement, including, without limitation, the "AS-IS", "WHERE IS" and "WITH ALL FAULTS" nature of the acquisition of the Property subject to Seller's Representations.  Seller shall not be responsible or liable for any defects, errors or omissions with respect to the Noted Deficiencies and shall be deemed to have made no representations or warranties regarding the same.  The provisions of this Section 3 shall survive the Closing and delivery of the Deed to Purchaser.

4.Counterparts.  This Third Amendment may be executed and delivered in any number of original or facsimile counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

5.Ratification.  The Agreement, as amended hereby, remains in full force and effect and is hereby ratified and confirmed, as amended by this Third Amendment.  In the event of any conflict between the Agreement and this Third Amendment, the terms and conditions of this Third Amendment shall control.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Purchaser and Seller have executed this Third Amendment as of the date set forth above.

            Seller:

CCIP PALM LAKE, L.L.C.,

a Delaware limited liability company

By:       CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP,

            a Delaware limited partnership,

            its member

            By:       CONCAP EQUITIES, INC.,

                        a Delaware corporation,

                        its general partner

                        By:  /s/Brian J. Bornhorst                     

                        Name:  Brian J. Bornhorst                    

                        Title:  Vice President                            

[Purchaser's Signature Page Follows]

Purchaser:

BLACKHAWK APARTMENT OPPORTUNITY FUND II, LLC,
an Illinois limited liability company

By:       Blackhawk Fund Manager II LLC,
its manager

By:  /s/Gary S. Richman                       
Name:  Gary S. Richman                     
Title:  Manager                                    

[Assignee's Signature Page Follows]

            Assignee hereby joins in the execution of this Third Amendment for the purpose of agreeing to pay and perform all of Purchaser's obligations under the Agreement, as amended by this Third Amendment, on the terms and conditions set forth in that certain Assignment and Assumption of Purchase and Sale Contract between Purchaser and Assignee dated November 24, 2008.

                                                            Assignee:

                                                            PL APARTMENTS LLC, a Florida limited liability company

By:       Blackhawk Apartment Opportunity Fund II, LLC,
            an Illinois limited liability company, its manager

            By:     Blackhawk Fund Manager II LLC,
          its manager

          By:  /s/David V. Hall                  
          Name:  David V. Hall                
          Title:  Partner