0000711642-13-000202.txt : 20131022 0000711642-13-000202.hdr.sgml : 20131022 20131022153643 ACCESSION NUMBER: 0000711642-13-000202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131018 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131022 DATE AS OF CHANGE: 20131022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2 CENTRAL INDEX KEY: 0000719184 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942883067 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11723 FILM NUMBER: 131163589 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOC 1089 CITY: DENVER STATE: CO ZIP: 80222 8-K 1 ccip2_101813.htm 8-K 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) October 18, 2013

 

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

(Exact name of Registrant as specified in its charter)

 

      Delaware

  0-11723

       94-2883067

(State or other jurisdiction

(Commission

    (I.R.S. Employer

    of incorporation)

File Number)

Identification Number)

 

 

80 International Drive

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

 

 

(864) 239-1000

(Issuer'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/2, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in CCIP/2 Highcrest, L.L.C., a Delaware limited liability company (the “Company”). The Company owns Highcrest Townhomes (“Highcrest”), a 176-unit apartment complex located in Woodridge, Illinois. As previously reported, on August 15, 2013 (the “Effective Date”), the Company entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Laramar Kona Real Estate Associates, LLC, a Delaware limited liability company (the “Purchaser”), to sell Highcrest for a total sales price of $20,175,000.

 

As previously reported, on September 16, 2013, the Company and Purchaser entered into a First Amendment to Purchase and Sale Contract, pursuant to which (i) the Purchaser had the option to extend the closing date from October 14, 2013 to November 14, 2013, by providing written notice to the Company by October 7, 2013 and (ii) deliver an additional deposit of $250,000 to the escrow agent, which shall be treated as a part of the deposit under the Purchase Agreement.

 

On October 18, 2013, the Company and Purchaser’s assignee, Highcrest Apartments, LLC (a Delaware limited liability company), entered into a Second Amendment to Purchase and Sale Contract (the “Second Amendment”), pursuant to which (i) the closing date was set for October 30, 2013 and (ii) a purchase price credit of $15,000 related to inspection issues shall be paid by the Company at closing.

 

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

 

Item 9.01 Financial Statements and Exhibits

 

(d)   Exhibit

 

10.49      Second Amendment to Purchase and Sale Contract between CCIP/2 Highcrest, L.L.C., a Delaware limited liability company, and Highcrest Apartments, LLC, a Delaware limited liability company, dated October 18, 2013.*

 

*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.

 

 

 

 

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/2, LP

 

 

      By:   CONCAP EQUITIES INC.

      General Partner

 

 

      By:   /s/Stephen B. Waters

      Stephen B. Waters

      Senior Director of Partnership Accounting

 

 

Date: October 22, 2013

 EX-10.49 2 ccip2_exhibit1049.htm CCIP2 EXHIBIT

Exhibit 10.49

 SECOND AMENDMENT TO  PURCHASE AND SALE CONTRACT

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Amendment”) is entered into this 18th day of October, 2013, by and between CCIP/2 HIGHCREST, L.L.C., a Delaware limited liability company (“Seller”), and HIGHCREST APARTMENTS, LLC, a Delaware limited liability company (“Buyer”).

R E C I T A L S

A.              Buyer and Seller are parties to that certain Purchase and Sale Contract dated August 15, 2013, as amended by that certain First Amendment to Purchase and Sale Contract dated as of September 16, 2013 by and between Seller and Laramar Kona Real Estate Associates LLC, a Delaware limited liability company (“Laramar”) and as assigned by Laramar to Buyer pursuant to that certain Assignment and Assumption of Purchase and Sale Contract dated as of October 18, 2013 (as amended and assigned, the “Purchase Agreement”) pursuant to which Seller agreed to sell and Buyer agreed to purchase certain real property located at 3514 83rd Street, Woodridge, Illinois 60517, as more particularly described therein (the “Property”).

B.              All capitalized terms contained herein which are not defined shall have the meaning ascribed to them in the Purchase Agreement.

C.              The parties desire to amend the Purchase Agreement by the terms and provisions contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Buyer agree as follows:

1.               Closing Date.  Notwithstanding any provision of the Purchase Agreement to the contrary, the Closing Date shall be October 30, 2013. 

2.               Inspection.  The Purchase Price credit related to inspection issues, as referenced in Section 5.4, shall be $15,000.00.

3.               Full Force and Effect.  As amended hereby, the Purchase Agreement shall remain unmodified and shall continue in full force and effect.  In the event of any conflict between the Purchase Agreement and this Amendment, the terms and provisions of this Amendment shall control.

4.               Counterparts; Execution by E-mail or Facsimile.  This Amendment may be signed by the parties in two or more counterparts which, when taken together, shall constitute one and the same instrument.  This Amendment may also be delivered by e-mail or facsimile transmission with the same force and effect as if the originally executed copies of this Amendment were delivered to all parties.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Purchase and Sale Contract as of the date and year first above written.

 

 

SELLER:

 

CCIP/2 HIGHCREST, L.L.C.,

a Delaware limited liability company

 

By:     CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP SERIES A,

          a Delaware limited partnership, its member

 

By:     CONCAP EQUITIES, INC.,

          a Delaware corporation,

          its general partner

 

 

          By:  /s/Mark C. Reoch

Name: Mark C. Reoch

          Title: Vice President, Transactions

 

 

 

 

PURCHASER:

 

Highcrest Apartments, LLC,

a Delaware limited liability company

 

By:     Laramar Highcrest, LLC,

          a Delaware limited liability company

 

          By:      Witz Partners VIII, LLC,

                      a Delaware limited liability company,

                      its manager

 

                      By:      The Laramar Group, L.L.C.,

                                  a Delaware limited liability company, 

                                  its manager

 

 

                                  By: /s/Bennett Neuman

                                  Name:  Bennett Neuman