0000711642-09-000481.txt : 20090729 0000711642-09-000481.hdr.sgml : 20090729 20090729150236 ACCESSION NUMBER: 0000711642-09-000481 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090723 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090729 DATE AS OF CHANGE: 20090729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES CENTRAL INDEX KEY: 0000352983 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942744492 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10831 FILM NUMBER: 09970001 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR STREET 2: PO BOX 1089 CITY: DENVER STATE: CO ZIP: 80222 8-K 1 ccipknollsfifthamend_8k.htm 8K UNITED STATES

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

Date of Report (Date of earliest event reported) July 23, 2009

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 1.01 Entry into a Material Definitive Agreement.

Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in CCIP Knolls, L.L.C., a Delaware limited liability company (the “Company”). The assets and liabilities of the Company are allocated solely to the holders of Series B Units of the Registrant for all purposes. The Company owns The Knolls Apartments (“The Knolls”), a 262-unit apartment complex located in Colorado Springs, Colorado.

As previously disclosed, on May 12, 2009, the Company entered into a Purchase and Sale Contract with a third party, Hamilton Zanze & Company, a California corporation (the “Purchaser”), to sell The Knolls to the Purchaser for a total sales price of $14,150,000.

As previously disclosed, the Company and the Purchaser previously entered into four amendments to the Purchase and Sale Contract pursuant to which th e feasibility period was extended from June 26, 2009 to July 23, 2009 and the closing was extended from July 13, 2009 to August 7, 2009.

On July 23, 2009, the Company and the Purchaser entered into a Fifth Amendment to the Purchase and Sale Contract (the “Fifth Amendment”) pursuant to which the Purchaser agreed to deliver the additional deposit of $141,500 due upon expiration of the feasibility period to the escrow agent no later than July 29, 2009. Upon delivery, the total deposit held by the escrow agent will be $283,000, of which $150,000 is non refundable. The Company and the Purchaser also agreed to extend the closing to September 21, 2009, with the Purchaser receiving a credit against the sales price of $800,000. In addition, the Company and the Purchaser agreed to a purchaser financing contingency, pursuant to which the Purchaser has until September 8, 2009 to secure financing for the purchase of The Knolls. If the Purchaser is unable to secure financing and its failure to secure financing is not caused by the Purchaser, the Purchaser will have the right to terminate the Purchase and Sale Contract by delivering written notice to the Company on or before the closing date. In the event of such a termination, the non refundable portion of the deposit of $150,000 will be delivered to the Company and the remainder of the deposit shall be returned to the Purchaser.

This summary of the terms and conditions of the Fifth Amendment is qualified in its entirety by reference to the Fifth Amendment, a copy of which is attached hereto as an exhibit.

Item 9.01 Financial Statements and Exhibits

10.81 Fifth Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 23, 2009.

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/Steven D. Cordes

Steven D. Cordes

Senior Vice President

Date: July 29, 2009

EX-10.81 2 ccipknollsfifthamend_ex10z81.htm EXHIBIT 10.81 The Knolls - Fifth Amendment

Exhibit 10.81

FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT

This Fifth Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of July 23, 2009, between CCIP KNOLLS, L.L.C., a Delaware limited liability company, with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”) and HAMILTON ZANZE & COMPANY, a California corporation, with an address at 37 Graham Street, Suite 200B, San Francisco, California 94129 (“ Purchaser”).

W I T N E S S E T H:

WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract dated as of May 12, 2009 as amended by (i) that certain First Amendment to Purchase and Sale Contract dated as of June 4, 2009 (ii) that certain Reinstatement of and Second Amendment to Purchase and Sale Contract dated as of July 1, 2009, (iii) that certain Third Amendment to Purchase and Sale Contract dated as of July 10, 2009 and (iv) that certain Fourth Amendment to Purchaser and Sale Contract dated as of July 20, 2009 (collectively, the “ Agreement”) with respect to the sale of certain property known as The Knolls located in El Paso County, Colorado, as described in the Agreement; and

WHEREAS, Seller and Purchaser desire to amend the Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Capitalized Terms. Capitalized terms used in this Amendment shall have the meanings given to them in the Agreement, except as expressly otherwise defined herein.

2. Initial Deposit. The Initial Deposit is non-refundable, subject to the provisions of Section 2.2.5 (ii), (iii), (iv) and (v).

3. Feasibility Period. Purchaser's right to terminate the Agreement pursuant to Section 3.2 thereof is hereby permanently waived, and Purchaser shall have no further right to terminate the Agreement pursuant to the terms of said Section 3.2.

4. Additional Deposit. No later than 5:00 p.m. on Wednesday, July 29, 2009, Buyer shall deliver the Additional Deposit to Escrow Agent. Upon such delivery, the total Deposit being held in escrow by the Escrow Agent shall be $283,000. Of such $283,000, a total of $150,000 (i.e., the Initial Deposit of $141,500 plus an additional $8,500) shall be non-refundable (the “ Nonrefundable Deposit”), and, unless this Contract is terminated for an event described in Section 2.2.5 (ii), (iii), (iv) or (v), Purchaser shall have no right to receive a refund of this Nonrefundable Deposit, even in the event of a permitted termination of this Contract for any reason.

5. Financing Contingency. The following is added as Section 4.8.

4.8. Purchaser Financing Contingency.

(a) If Purchaser is unable to secure financing for the purchase of the Property on or before September 8, 2009 and such failure is not caused by Purchaser, then Purchaser shall have the right to terminate this Contract by delivering written notice to Seller on or before the Closing Date. In the event of such a termination, the Nonrefundable Deposit shall be delivered to Seller, the remainder of the Deposit shall be returned to Purchaser and thereafter, this Contract shall be of no further force and effect subject to and except for the Survival Provisions.

(b) If Purchaser does not terminate this Contract on or before September 8, 2009, then the entire Deposit shall be non-refundable, and, unless this Contract is terminated for a Seller default, Purchaser shall have no right to receive a refund of any portion of the Deposit, even in the event of a permitted termination of this Contract for any reason.

6. Closing Date.

(a) The first sentence of Section 5.1.1 is hereby deleted and replaced as follows:

“The Closing shall occur on September 21, 2009 (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.”

(b) Section 5.1.2 is hereby deleted in its entirety.

7. Closing Credit. At the Closing, Purchaser shall receive a credit against the Purchase Price in the amount of $800,000 in connection with certain capital improvements and repairs to the Property.

8. Miscellaneous. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument and may be delivered by facsimile transmission, and any such facsimile transmitted Amendment shall have the same force and effect, and be as binding, as if original signatures had been delivered. As modified hereby, all the terms of the Agreement are hereby ratified and confirmed and shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.

Seller:

CCIP KNOLLS, L.L.C.,

a Delaware limited liability company

By: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES,

LP SERIES B,

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:

HAMILTON ZANZE & COMPANY,

a California corporation

By: /s/Kurt Houtkooper

Name: Kurt Houtkooper

Title: CIO