-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BUObk5VITI/9zNawkHOD3U7BLhkXvolnpggmJWFlYc17vwncRUanWSuevMPt7ToI 5YFRTnk+tkh0Fi9pBUhLLw== /in/edgar/work/20000908/0000950134-00-007764/0000950134-00-007764.txt : 20000922 0000950134-00-007764.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950134-00-007764 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000908 GROUP MEMBERS: AIMCO GP INC GROUP MEMBERS: AIMCO IPT INC GROUP MEMBERS: AIMCO PROPERTIES LP GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO GROUP MEMBERS: COOPER RIVER PROPERTIES LLC GROUP MEMBERS: INSIGNIA PROPERTIES LP GROUP MEMBERS: REEDY RIVER PROPERTIES LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES CENTRAL INDEX KEY: 0000352983 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 942744492 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47009 FILM NUMBER: 719199 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES CENTRAL INDEX KEY: 0000352983 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 942744492 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-47009 FILM NUMBER: 719200 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: [6513 ] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2000 SOUTH COLORADO BLVD. STREET 2: SUITE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: [6513 ] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2000 SOUTH COLORADO BLVD. STREET 2: SUITE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SC TO-T/A 1 d80172uscto-ta.txt AMEND. NO. 2 TO SC TO-T & AMEND. NO. 27 TO SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 27) Consolidated Capital Institutional Properties --------------------------------------------- (Name of Subject Company (Issuer)) AIMCO Properties, L.P. -- Offeror --------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) Limited Partnership Units ------------------------- (Title of Class Securities) None ---- (CUSIP Number of Class Securities) Patrick J. Foye Apartment Investment And Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (303) 757-8101 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copy To: Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, 34th Floor Los Angeles, California 90071 (213) 687-5000 2 Calculation of Filing Fee
Transaction valuation* Amount of filing fee - ---------------------- -------------------- $32,690,481.60 $6,538.10
* For purposes of calculating the fee only. This amount assumes the purchase of 77,649.60 units of limited partnership interest of the subject partnership for $421 per unit. The amount of the filing fee, calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidder. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $6,538.10 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO Date Filed: August 11, 2000
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [X] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 2 3 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AIMCO PROPERTIES, L.P. 84-1275721 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, BK 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 81,204.30 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 81,204.30 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,204.30 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 30.58% 14. TYPE OF REPORTING PERSON PN 3 4 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AIMCO-GP, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 81,204.30 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 81,204.30 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,204.30 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 30.58% 14. TYPE OF REPORTING PERSON CO 4 5 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) APARTMENT INVESTMENT AND MANAGEMENT COMPANY 84-129577 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 121,402.40 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 121,402.40 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,402.40 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 61.38% 14. TYPE OF REPORTING PERSON CO 5 6 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) INSIGNIA PROPERTIES, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 61,938 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 61,938 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,938 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 30.80% 14. TYPE OF REPORTING PERSON PN 6 7 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) AIMCO/IPT, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 61,938 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 61,938 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,938 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 30.80% 14. TYPE OF REPORTING PERSON CO 7 8 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) COOPER RIVER PROPERTIES, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 11,365.60 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 11,365.60 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,365.60 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 5.65% 14. TYPE OF REPORTING PERSON OO 8 9 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) REEDY RIVER PROPERTIES, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 28,832.50 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 28,832.50 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,832.50 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 14.34% 14. TYPE OF REPORTING PERSON OO 9 10 AMENDMENT NO. 2 TO TENDER OFFER STATEMENT/ AMENDMENT NO. 27 TO SCHEDULE 13D This Statement (the "Statement") constitutes (a) amendment No. 2 to the Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO OP"), relating to an offer to purchase units of limited partnership interest ("Units") of Consolidated Capital Institutional Properties (the "Partnership"); and (b) Amendment No. 27 to the Schedule 13D (the "Schedule 13D") originally filed with the Securities and Exchange Commission (the "Commission") on December 19, 1994, by Insignia Financial Group, Inc. ("Insignia"), as amended by (i) Amendment No. 1, filed with the Commission on October 4, 1996, by Insignia, Liquidity Assistance, L.L.C. ("Liquidity Assistance"), Market Ventures, L.L.C. ("Market Ventures") and Andrew L. Farkas, (ii) Amendment No. 2, filed with the Commission on April 25, 1997, by Insignia, Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Andrew L. Farkas, (iii) Amendment No. 3, filed with the Commission on August 1, 1997, by Insignia, IPLP, IPT and Andrew L. Farkas, (iv) Amendment No. 4, filed with the Commission on October 30, 1997, by Reedy River Properties, L.L.C. ("Reedy River"), Insignia, IPLP, IPT and Andrew L. Farkas, (v) Amendment No. 5, filed with the Commission on November 19, 1997, by Reedy River, IPLP, ITP, Insignia and Andrew L. Farkas, (vi) Amendment No. 6, filed with the Commission on December 2, 1997, by Reedy River, IPLP, IPT, Insignia and Andrew L. Farkas, (vii) Amendment No. 7, filed with the Commission on December 8, 1997, by Reedy River, IPLP, IPT, Insignia and Andrew L. Farkas, (viii) Amendment No. 8, filed with the Commission on December 10, 1997, by Reedy River, IPLP, IPT, Insignia and Andrew L. Farkas, (ix) Amendment No. 9, filed with the Commission on December 16, 1997, by Reedy River, IPLP, IPT, Insignia and Andrew L. Farkas, (x) Amendment No. 10, filed with the Commission on March 5, 1998, by Reedy River, IPLP, IPT, Insignia and Andrew L. Farkas, (xi) Amendment No. 11, filed with the Commission on July 30,1998, by Cooper River Properties, L.L.C. ("Cooper River"), IPLP, IPT, Insignia and Andrew L. Farkas, (xii) Amendment No. 12, filed with the Commission on August 18, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (xiii) Amendment No. 13, filed with the Commission on August 27, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (xiv) Amendment No. 14, filed with the Commission on September 2, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (xv) Amendment No. 15, filed with the Commission by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (xvi) Amendment No. 16, filed with the Commission by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (xvii) Amendment No. 17, filed with the Commission on October 26, 1998, by River, IPLP, IPT, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and Investment and Management Company ("AIMCO"), (xviii) Amendment No. 18, filed with the Commission on January 22, 1999, by Cooper River, Reedy River, IPLP, IPT, AIMCO OP AIMCO-GP and AIMCO, (xix) Amendment No. 19, filed with the Commission on June 10, 1999, by Cooper River, Reedy River, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xx) Amendment No. 20, filed with the Commission on July 8, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxi) Amendment No. 21, filed in the Commission on July 30, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxii) Amendment No. 22, filed with the Commission on November 22, 1999 by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxiii) Amendment No. 23, dated December 16, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxiv) Amendment No. 24, dated January 10, 2000, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xxv) Amendment No. 25, dated August 10, 2000, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO and (4402) Amendment No. 26, dated August 22, 2000, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO. 10 11 ---------- Item 12. Exhibits. (a)(1) Offer to Purchase, dated August 10, 2000. (Previously filed.) (a)(2) Letter of Transmittal and related Instructions. (Previously filed.) (a)(3) Letter, dated August 10, 2000, from AIMCO OP to the limited partners of the Partnership. (Previously filed.) (a)(4) Letter, dated August 15, 2000, from AIMCO OP to the limited partners of the Partnership. (Previously filed.) (a)(5) Supplement to Offer to Purchase, dated September 8, 2000. (a)(6) Letter, dated August 30, 2000, from AIMCO OP to the limited partners of the Partnership. (a)(7) Press release, dated September 5, 2000. (b)(1) Credit Agreement (Secured Revolving Credit Facility), dated as of August 16, 1999, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated August 16, 1999, is incorporated herein by this reference.) (b)(2) Amended and Restated Credit Agreement, dated as of March 15, 2000, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference.) (b)(3) First Amendment to $345,000,000 Amended and Restated Credit Agreement, dated as of April 14, 2000, among AIMCO Properties, L.P., Bank of America, as Administrative Agent, and U.S. Bank National Association, as Lender. (Exhibit 10.4 to AIMCO's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, is incorporated herein by this reference.) (d) Not applicable. (g) Not applicable. (h) Not applicable. (z)(1) Agreement of Joint Filing, dated November 15, 1999, among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Reedy River and Cooper River. (Previously filed.) 11 12 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. Date: September 8, 2000 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/ Patrick J. Foye --------------------------- Executive Vice President COOPER RIVER PROPERTIES, L.L.C. By: /s/ Patrick J. Foye --------------------------- Executive Vice President AIMCO/IPT, INC. By: /s/ Patrick J. Foye --------------------------- Executive Vice President INSIGNIA PROPERTIES, L.P. By: AIMCO/IPT, INC. (General Partner) By: /s/ Patrick J. Foye --------------------------- Executive Vice President REEDY RIVER PROPERTIES, L.L.C. By: /s/ Patrick J. Foye --------------------------- Executive Vice President AIMCO-GP, INC. By: /s/ Patrick J. Foye --------------------------- Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye --------------------------- Executive Vice President 13 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a)(1) Offer to Purchase, dated August 10, 2000. (Previously filed.) (a)(2) Letter of Transmittal and related Instructions. (Previously filed.) (a)(3) Letter, dated August 10, 2000, from AIMCO OP to the limited partners of the Partnership. (Previously filed.) (a)(4) Letter, dated August 15, 2000, from AIMCO OP to the limited partners of the Partnership. (Previously filed) (a)(5) Supplement to Offer to Purchase, dated September 8, 2000. (a)(6) Letter, dated August 30, 2000, from AIMCO OP to the limited partners of the Partnership. (a)(7) Press release, dated September 5, 2000. (b)(1) Credit Agreement (Secured Revolving Credit Facility), dated as of August 16, 1999, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated August 16, 1999, is incorporated herein by this reference.) (b)(2) Amended and Restated Credit Agreement, dated as of March 15, 2000, among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A., and First Union National Bank. (Exhibit 10.20 to AIMCO Properties, L.P.'s Annual Report on Form 10-K for the year ended December 31, 1999, is incorporated herein by this reference.) (b)(3) First Amendment to $345,000,000 Amended and Restated Credit Agreement, dated as of April 14, 2000, among AIMCO Properties, L.P., Bank of America, as Administrative Agent, and U.S. Bank National Association, as Lender. (Exhibit 10.4 to AIMCO's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, is incorporated herein by this reference.) (d) Not applicable. (g) Not applicable. (h) Not applicable. (z)(1) Agreement of Joint Filing, dated November 15, 1999, among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Reedy River and Cooper River. (Previously filed.)
EX-99.(A)(5) 2 d80172uex99-a5.txt SUPPLEMENT TO OFFER TO PURCHASE DATED 9/8/2000 1 SUPPLEMENT TO OFFER TO PURCHASE FOR CASH AIMCO AIMCO Properties, L.P. is offering to purchase any and all units of limited partnership interests in CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES FOR $421.00 PER UNIT IN CASH Upon the terms and subject to the conditions set forth herein, we will accept any and all units validly tendered in response to our offer. If units are validly tendered and not properly withdrawn prior to the expiration date and the purchase of all such units would result in there being less than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner. Our offer price will be reduced for any distributions subsequently made by your partnership prior to the expiration of our offer. We have extended our offer; our offer and your with drawal rights will expire at 5:00 P.M., New York City time, on September 20, 2000, unless we extend the deadline. We will pay the fee, up to $50, charged by a custodian of an IRA for tendering units. You will pay any other fees and costs, including any transfer taxes. Our offer is not subject to a minimum number of units being tendered. SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED AUGUST 10, 2000, FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING: o We determined the offer price of $421.00 per unit without any arms-length negotiations. Accordingly, our offer price may not reflect the fair market value of your units. o In November 1999 and May 2000, we offered to buy your units for $443.08 per unit and $440.00 per unit, respectively. Since November 1999, your partnership has paid distributions of $64.69 per unit from operations. o In November 1999, an independent investment banking firm estimated that the net asset value, going concern value and liquidation value of your partnership were $487.00, $470.00 and $448.00 per unit, respectively. (continued on next page) ---------- If you desire to accept our offer, you should complete and sign the enclosed letter of transmittal in accordance with the instructions thereto and mail or deliver the signed letter of transmittal and any other required documents to River Oaks Partnership Services, Inc., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover of this Supplement. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THIS SUPPLEMENT OR THE LETTER OF TRANSMITTAL MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005. September 8, 2000 2 (Continued from prior page) o As of June 30, 1998, your general partner (which is our subsidiary) estimated the net asset value of your units to be $619.00 per unit and an affiliate of your general partner estimated the net liquidation value of your units to be $613.35 per unit. o We are making this offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price. o Although your partnership's agreement of limited partnership provides for termination in the year 2011, the prospectus pursuant to which the units were sold in 1981 indicated that the properties owned by your partnership might be sold within 10 years of their acquisition if conditions permitted. o Your general partner and the property manager of the properties are subsidiaries of ours and, therefore, the general partner has substantial conflicts of interest with respect to our offer. o Continuation of your partnership will result in our affiliates continuing to receive management fees from your partnership. Such fees would not be payable if your partnership was liquidated. o It is possible that we may conduct a future offer at a higher price. o For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of property owned by your partnership. 2 3 INTRODUCTION On August 10, 2000, we commenced an offer to acquire all of the outstanding units of your partnership, in exchange for $421.00 in cash per unit, net to the seller, without interest, less the amount of distributions, if any, made by your partnership in respect of any unit from August 10, 2000 until the expiration date. If units are validly tendered and not properly withdrawn prior to the expiration date and the purchase of all such units would result in there being less than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner. Our offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 10, 2000, this Supplement and in the accompanying letter of transmittal. We will pay any transfer fees imposed for the transfer of units by your partnership. However, you will have to pay any governmental transfer taxes that apply to your sale. We will also pay up to $50 of fees for tendering your units which are charged by any custodian or other trustee of any Individual Retirement Account or benefit plan which is the owner of record of your units. Although the fees charged for transferring units from an Individual Retirement Account vary, such fees are typically $25-$50 per transaction. However, you will have to pay any additional fees and any other fees and expenses, including any fees or commissions imposed by your broker, and any taxes that apply to your sale. The custodian for your IRA account should bill us for such fees by sending an invoice to the Information Agent. We have retained River Oaks Partnership Services, Inc. to act as the Information Agent in connection with our offer. We will pay all charges and expenses in connection with the services of the Information Agent. The offer is not conditioned on any minimum number of the units being tendered. However, certain other conditions do apply. See "The Offer - Section 17. Conditions of the Offer," in the Offer to Purchase. Under no circumstances will we be required to accept any unit if the transfer of that unit to us would be prohibited by the agreement of limited partnership of your partnership. We have extended the expiration date of our offer to 5:00 p.m., New York City time, on September 20, 2000. If you desire to accept our offer, you must complete and sign the letter of transmittal in accordance with the instructions contained therein, and forward or hand deliver the enclosed acknowledgment and agreement, together with any other required documents, to the Information Agent. If you have already tendered your units in accordance with the original letter of transmittal, you need not take any further action to continue to tender your units. You may withdraw your tender of units pursuant to the offer at any time prior to the expiration date of our offer and, if we have not accepted such units for payment, on or after October 12, 2000. We expressly reserve the right, in our reasonable discretion, at any time and from time to time, to extend the period of time during which our offer is open and thereby delay acceptance for payment of, and the payment for, any unit. Notice of any such extension will promptly be disseminated to you in a manner reasonably designed to inform you of such change. Further, any extension may be followed by a press release or public announcement which will be issued no later than 9:00 a.m., New York City time, on the next business day after the scheduled expiration date of our offer, in accordance with Rule 14e-1(d) under the Securities Exchange Act of 1934. Our Offer to Purchase, dated August 10, 2000, is hereby further supplemented as follows: 1. Since May 1, 2000, we have purchased in privately negotiated transactions the following units in your partnership:
DATE NUMBER OF UNITS SALE PRICE PER UNIT ---- --------------- ------------------- May 1 281 (1) June 1 3,858.20 (2)
3 4 - ---------- (1) Purchase prices are as follows: 139 units were purchased for $441.97 per unit; 17 units were purchased as part of a group purchase of 1,318 units in various partnerships for an aggregate price of $305,156; and 125 units were purchased as part of a group purchase of 2,485.25 units in various partnerships for an aggregate price of $489,818. (2) Purchase prices are as follows: 3,774.70 units were purchased for $440.00 per unit; and 83.50 units were purchased as part of a group purchase of 883.50 units in various partnerships for an aggregate price of $357,999.76. 2. The current executive officers of the general partner of your partnership are the same as the executive officers of AIMCO. 3. Your general partner intends to seek approval of limited partners to amend your partnership agreement to eliminate the current partnership mandatory minimum set reserve requirement of approximately $4,625,660. Approval of this amendment is assured based on the number of units held by us and our affiliates. After adoption of the amendment, the general partner will be able to reduce the necessary reserves and, as a result, it is expected that your partnership will make a distribution to its partners in an aggregate amount equal to the reduction in the reserves. 4. THE MASTER LOAN. Your partnership was formed for the benefit of its limited partners to lend funds to a predecessor of Consolidated Capital Equity Partners, a California limited partnership ("CCEP"). Your partnership loaned funds to such predecessor subject to a nonrecourse note with a participation interest pursuant to that certain Amended Loan Agreement, dated as of November 15, 1990, by and between your partnership and CCEP (the "Master Loan"). At June 30, 2000, the recorded investment in the Master Loan was considered to be impaired under Statement of Financial Accounting Standard No. 114 ("SFAS 114"), Accounting by Creditors for Impairment of a Loan. Your partnership measures the impairment of the loan based upon the fair value of the collateral due to the fact that repayment of the loan is expected to be provided solely by the collateral. For the six months ended June 30, 2000 and 1999, your partnership recorded approximately $1,000,000 and $1,053,000, respectively, of interest income based upon "Excess Cash Flow" (as defined in the Master Loan Agreement) generated. The fair value of the collateral properties was determined using the net operating income of the collateral properties capitalized at a rate deemed reasonable for the type of property and adjusted for market conditions, the physical condition of the property and other factors, or by obtaining an appraisal from an independent appraiser. This methodology has not changed from that used in prior calculations performed by the general partner in determining the fair value of the collateral properties. There was no change in the provision for impairment loss for the six months ended June 30, 2000 and 1999. The general partner evaluates the net realizable value on a semi-annual basis. Interest, calculated on the accrual basis, due to your partnership pursuant to the terms of the Master Loan Agreement, but not recognized in the consolidated statements of operations due to the impairment of the Master Loan, totaled approximately $20,210,000 and $19,108,000 for the six months ended June 30, 2000 and 1999, respectively. Interest income is recognized on the cash basis as allowed under SFAS 114. The cumulative amount of unrecognized interest totaled approximately $287,185,000 and $266,975,000 at June 30, 2000, and December 31, 1999, respectively, and was not included in the balance of the investment in Master Loan on your partnership's balance sheet. In addition, six of the properties are collateralized by first mortgages totaling approximately $22,398,000 which are senior to the Master Loan. Accordingly, this fact has been taken into consideration in determining the fair value of the Master Loan. 4 5 During the six months ended June 30, 2000 and 1999, your partnership received approximately $167,000 and $124,000, respectively, in principal payments on the Master Loan. This amount represents cash received on certain investments held by CCEP, which are required to be transferred to your partnership per the Master Loan Agreement. On July 21, 2000, CCEP sold Shirewood Townhomes, one of the properties which secured the Master Loan, to an unaffiliated third party for net sales proceeds of approximately $4,526,000 after payment of closing costs. CCEP realized a gain on sale of approximately $4,526,000 which will be paid to your partnership as a payment on the Master Loan. The general partner is currently evaluating the partnership's cash needs to determine what portion of the funds can be distributed to the partners in the near future. CCEP is in the process of refinancing the first mortgages on six of its ten properties and securing mortgages on three other properties which currently do not have first mortgages. These transactions are expected to be completed in September 2000. In connection with such transactions, your partnership will agree not to foreclose or exercise any other remedy under the Master Loan on the properties securing the new mortgages until these proposed ten-year loans are repaid in full. The Master Loan is subordinated to the current first mortgages and will be subordinated to any new first mortgages. From such mortgages, CCEP is expected to pay your partnership under the terms of the Master Loan, approximately $33,050,842. Upon receipt of any of such funds, the general partner will evaluate your partnership's cash needs to determine what portion of such funds can be distributed to the partners. The general partner of CCEP does not have any current intention of selling any of these properties. The Master Loan matures on November, 2000, and the unpaid principal and interest on the Master Loan was $354,883,000 as of June 30, 2000. CCEP does not have sufficient current assets to pay the Master Loan. Further, the net proceeds that would be realized upon the sale of CCEP's properties securing the Master Loan are estimated to be substantially less than the amount due under the Master Loan. When the Master Loan matures, the general partner will have to determine whether or not to extend the Master Loan or pursue other remedies. However, as a result of current and proposed subordination agreements, the general partner could only foreclose on one property. PROPOSED ELIMINATION OF MANDATORY RESERVE REQUIREMENT. Your general partner intends to seek the approval of limited partners to amend your partnership agreement to eliminate the current mandatory minimum working capital and contingency reserve requirement of approximately $4,625,660. If this amendment is approved, which is assured given the number of units held by us and our affiliates, it is expected that your partnership will be able to make, and will make, a distribution to its partners shortly after such amendment is adopted. PROPOSED REFINANCING OF THE LOFT APARTMENTS. You should be aware that it is our understanding that your general partner will also seek amendments to your partnership agreement to clarify the general partner's authority to refinance properties held by your partnership. The general partner intends to refinance the current mortgage on The Loft Apartments. The existing debt would be repaid with the proceeds of a new loan expected to have an original principal amount of approximately $2,216,869 and to mature in 2010. The new loan is expected to be non-recourse (with customary exceptions for fraud, misappropriation of funds and environmental liability), and fully amortizing over the ten year term. Upon approval of these amendments, we expect your partnership to make a distribution to its partners shortly after the refinancing is completed. POTENTIAL SUBSTANTIAL POTENTIAL FUTURE DISTRIBUTIONS. Your partnership may in the near future pay substantial distributions to its partners from the following sources: o the proposed refinancing of first mortgages on of CCEP's six properties; o the incurring of new mortgages debt on three properties currently owned by CCEP; 5 6 o the sale of one property by CCEP; o the proposed refinancing of The Loft Apartments; and o the proposed elimination of minimum working capital and contingency reserve requirements. No assurances can be given that any of the proposed transactions will be consummated, the amounts that will be received by your partnership or the timing and amounts of any distributions, if any However, it is not anticipated that any distributions will be made before our tender offer is completed. 6 7 The letter of transmittal and any other required documents should be sent or delivered by each unitholder or such unitholder's broker, dealer, bank, trust company or other nominee to the Information Agent at one of its addresses set forth below. THE INFORMATION AGENT FOR THE OFFER IS: RIVER OAKS PARTNERSHIP SERVICES, INC.
By Mail: By Overnight Courier: By Hand: P.O. Box 2065 111 Commerce Road 111 Commerce Road S. Hackensack, N.J. Carlstadt, N.J. 07072 Carlstadt, N.J. 07072 07606-2065 Attn.: Reorganization Dept. Attn.: Reorganization Dept. For information, please call: TOLL FREE: (888) 349-2005
7 EX-99.(A)(6) 3 d80172uex99-a6.txt LETTER DATED 8/30/2000 TO LIMITED PARTNERS 1 AIMCO PROPERTIES, L.P. c/o River Oaks Partnership Services, Inc. 111 Commerce Road, Carlstadt, NJ 07072 (888) 349-2005 August 30, 2000 Dear Limited Partner: We recently mailed you an offer to purchase your interest in Consolidated Capital Institutional Properties for $421 per unit in cash. As a result of inquiries from your fellow limited partners, we thought it would be useful to you in evaluating whether or not to accept our offer, for us to highlight some of the financial benefits you have gained from your investment from approximately 1983 through June 30, 2000. o Initial purchase price per unit: $1,000 o DISTRIBUTIONS PER UNIT: $1,228.80 o WE ARE NOW OFFERING $421.00 PER UNIT Over the last two years the partnership has sold 3 properties it owned and as a result returned $27,486,000 or $138.10 per unit which is included in the distribution figure above. Our offer now gives you the opportunity to quickly and easily sell your investment, take advantage of any suspended tax losses you may have and avoid the cost and hassle of K-1 reporting every year. If you sell to us, this will be the last year you will receive a K-1 for this investment. For your convenience we have enclosed another Letter of Transmittal that you may use to sell your units to us. Please remember, our offer expires on September 8, 2000. If you have any questions or need any assistance in filling out the letter of Transmittal, please call our information agent, River Oaks Partnership Services, Inc., toll free at (888) 349-2005. Sincerely, AIMCO Properties, LP. EX-99.(A)(7) 4 d80172uex99-a7.txt PRESS RELEASE DATED 9/5/2000 1 CONTACT: River Oaks Partnership Services, Inc. (888) 349-2005 (toll free) FOR IMMEDIATE RELEASE DENVER, COLORADO, September 5, 2000-As previously announced, AIMCO Properties, L.P. is tendering for any and all units of limited partnership interest in the partner ships set forth below, subject to the terms of the respective Offers to Purchase (the "Offers"). AIMCO Properties, L.P. has extended the expiration date of each of the Offers. The expiration date for each of the Offers has been extended to 5:00 p.m., New York time, on Wednesday, September 20, 2000. The Offers were previously scheduled to expire at various dates at 5:00 p.m., New York time, from Tuesday, September 5, 2000 through Friday, September 8, 2000. AIMCO Properties, L.P. has reported, based on information provided by the Information Agent for the Offer, that as of the close of business on September 1, 2000, the approximate number of units set forth below had been tendered pursuant to each of the Offers.
PURCHASE PRICE NUMBER OF NAME OF PARTNERSHIP PER UNIT UNITS TENDERED ------------------- -------------- -------------- Angeles Opportunity Properties Ltd. $ 368.00 113.00 Angeles Partners IX 352.00 100.00 Angeles Partners X 134.00 163.00 Angeles Partners XIV 0.55 373.00 Century Properties Fund XVIII 95.00 379.00 Century Properties Growth Fund XXII 526.00 895.00 Consolidated Capital Institutional Properties I 421.00 685.50 Consolidated Capital Institutional Properties II 31.00 4,630.70 Davidson Diversified Real Estate I 3,305.00 8.80 Davidson Diversified Real Estate III 1,975.00 11.75 Davidson Growth Plus LP 486.00 277.50 Fox Strategic Housing Income Partners 198.00 119.00 Multi-Benefit Realty Fund '87 Class A 62.00 202.00 Multi-Benefit Realty Fund '87 Class B 16.00 20.00 National Property Investors 4 271.00 125.00 National Property Investors 5 70.00 402.00 National Property Investors 6 192.00 339.00 National Property Investors 7 242.80 205.00 National Property Investors 8 153.00 17.00 Shelter Properties I 835.00 46.00 Shelter Properties II Limited Partnership 588.00 350.00 Shelter Properties III Limited Partnership 264.00 855.00 Shelter Properties V Limited Partnership 576.00 88.00 Shelter Properties VII Limited Partnership 597.00 303.00
For further information, please contact River Oaks Partnership Services, Inc. at (888) 349-2005 (toll free), which is acting as the Information Agent for the Offers. -----END PRIVACY-ENHANCED MESSAGE-----