SC 13D/A 1 d44729d3sc13dza.htm AMENDMENT NO. 33 TO SCHEDULE 13D sc13dza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 33)*

Consolidated Capital Institutional Properties/2
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
None
(CUSIP Number)
Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO Box 1089
Greenville, South Carolina 29602
(864) 239-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with a copy to:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 S. Grand Ave., Suite 3400
Los Angeles, CA 90071
(213) 687-5000
June 15, 2007
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(continued on following pages)

 
 


TABLE OF CONTENTS

Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds and Other Consideration.
Item 5. Interest in Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
ANNEX I
Joint Filing Agreement


Table of Contents

                     
CUSIP No.
 
 
 

 

           
1   NAMES OF REPORTING PERSONS:

AIMCO PROPERTIES, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  84-1275721
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   572,634.75 Units
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    572,634.75 Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  572,634.75 Units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  63.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN

2


Table of Contents

                     
CUSIP No.
 
 
 

 

           
1   NAMES OF REPORTING PERSONS:

AIMCO-GP, INC.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   572,634.75 Units
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    572,634.75 Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  572,634.75 Units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  63.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO

3


Table of Contents

                     
CUSIP No.
 
 
 

 

           
1   NAMES OF REPORTING PERSONS:

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  84-1259577
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Maryland
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   572,634.75 Units
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    572,634.75 Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  572,634.75 Units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  63.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO

4


Table of Contents

                     
CUSIP No.
 
 
 

 

           
1   NAMES OF REPORTING PERSONS:

AIMCO IPLP, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   253,495.8 Units
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    253,495.8 Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  253,495.8 Units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  27.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN

5


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CUSIP No.
 
 
 

 

           
1   NAMES OF REPORTING PERSONS:

AIMCO/IPT, INC.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   253,495.8 Units
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    253,495.8 Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  253,495.8 Units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  27.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO

6


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CUSIP No.
 
 
 

 

           
1   NAMES OF REPORTING PERSONS:

COOPER RIVER PROPERTIES, L.L.C.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   67,518.7 Units
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    67,518.7 Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  67,518.7 Units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  7.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

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CUSIP No.
 
 
 

 

           
1   NAMES OF REPORTING PERSONS:

REEDY RIVER PROPERTIES, L.L.C.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   168,736.5 Units
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    168,736.5 Units
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  168,736.5 Units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  18.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

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     This Amendment No. 33 (this “Amendment”) amends Items 1, 2, 3, 5 and 7 of the Statement on Schedule 13D (as amended, the “Statement”) previously filed with the Securities and Exchange Commission by AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and Management Company, AIMCO IPLP, L.P., AIMCO/IPT, Inc., Cooper River Properties, L.L.C. and Reedy River Properties, L.L.C.
Item 1. Security and Issuer.
     Item 1 is hereby amended and restated in its entirety as follows:
     This Statement relates to units of limited partnership interest (“Units”) in Consolidated Capital Institutional Properties/2, a California limited partnership (the “Partnership”). The address of the Partnership’s principal executive offices is 55 Beattie Place, P.O. Box 1089, Greenville, SC 29602.
Item 2. Identity and Background.
     Item 2 is hereby amended and restated in its entirety as follows:
     (a) - (c), (f): This Statement is filed on behalf of AIMCO Properties, L.P., a Delaware limited partnership (“Aimco Properties”), AIMCO-GP, Inc., a Delaware corporation (“Aimco-GP”), and Apartment Investment and Management Company, a Maryland corporation (“Aimco”), AIMCO IPLP, L.P., a Delware limited partnership (“Aimco IPLP”), AIMCO/IPT, INC., a Delaware corporation (“Aimco/IPT”), Cooper River Properties, L.L.C., a Delaware limited liability company (“Cooper River”), and Reedy River Properties, L.L.C., a Delaware limited liability company (“Reedy River”) (referred to herein collectively as the “Reporting Persons”). The principal business of the Reporting Persons is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal executive offices of Aimco Properties, Aimco-GP and Aimco are located at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237. The principal executive offices of Aimco IPLP, Aimco/IPT, Cooper River and Reedy River are located at 55 Beattie Place, P.O. Box 1089, Greenville, SC 29602. Annex I to this Amendment, which is incorporated herein by reference, sets forth a list of the executive officers and directors of Aimco, Aimco-GP and Aimco/IPT, their business address and information regarding their present principal occupation or employment.
     (d) - (e): During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Annex I to this Amendment (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
     Item 3 is hereby supplemented by the addition of the following information:
     This Amendment is being filed after the conclusion of the tender offer by Aimco Properties to purchase outstanding units of limited partnership interest (the “Units”) of the Partnership at a price of $14.00 per unit, subject to the conditions set forth in the Offer to Purchase, dated March 30, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).
     At midnight, New York City time, on June 15, 2007, the Offer expired pursuant to its terms. A total of 18,831.5 Units, representing approximately 2.1% of the outstanding Units, were validly tendered and not properly withdrawn pursuant to the Offer. Aimco Properties has accepted for payment all of those Units. The Units were purchased with cash on hand.

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Item 5. Interest in Securities of the Issuer.
     Item 5 is hereby amended and restated in its entirety as follows:
     (a) - (b): The information in lines 7 through 11 and 13 of each Reporting Person’s cover page in this Amendment is incorporated herein by reference.
     (c): Not applicable.
     (d): No other person is known to have the right to receive or the power to direct the receipt of distributions from, or any proceeds from the sale of, the Units beneficially owned by the Reporting Persons.
     (e): Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit (a)   Joint Filing Agreement, dated June 21, 2007 (filed herewith).

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SIGNATURE
     After reasonable 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: June 21, 2007
         
  AIMCO PROPERTIES, L.P.
 
 
  By:   AIMCO-GP, INC.    
    Its General Partner   
       
 
  AIMCO-GP, INC.

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

AIMCO IPLP, L.P.

 
 
  By:   AIMCO/IPT, INC.    
    Its General Partner   
       
 
  AIMCO/IPT, INC.

COOPER RIVER PROPERTIES, L.L.C.

REEDY RIVER PROPERTIES, L.L.C.

 
 
  By:   /s/ Martha L. Long    
    Martha L. Long   
    Senior Vice President   
 

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ANNEX I
OFFICERS AND DIRECTORS
     Executive Officers
     The names and positions of the executive officers of Apartment Investment and Management Company (“Aimco”), AIMCO-GP, Inc. (“Aimco-GP”) and AIMCO/IPT, Inc. (“Aimco/IPT”) are set forth below. All of the executive officers of Aimco also serve as executive officers of Aimco-GP and Aimco/IPT. Unless otherwise indicated, the business address of each executive officer is Aimco’s business address: 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237. Each executive officer is a citizen of the United States of America.
     
Name & Business Address   Present Principal Occupation or Employment
Terry Considine
  Chairman of the Board, Chief Executive Officer and President of Aimco
 
   
Jeffrey W. Adler
  Executive Vice President — Conventional Property Operations of Aimco
 
   
Harry G. Alcock
  Executive Vice President and Chief Investment Officer of Aimco
 
   
Timothy J. Beaudin
  Executive Vice President and Chief Development Officer of Aimco
 
   
Miles Cortez
  Executive Vice President, General Counsel and Secretary of Aimco
 
   
Patti K. Fielding
  Executive Vice President — Securities and Debt, and Treasurer of Aimco
 
   
Lance J. Graber
  Executive Vice President — Aimco Capital Transactions, East of Aimco
 
   
Thomas M. Herzog
  Executive Vice President and Chief Financial Officer of Aimco
 
   
James G. Purvis
  Executive Vice President — Human Resources of Aimco
 
   
David Robertson
  Executive Vice President, President and Chief Executive Officer — Aimco Capital of Aimco
 
   
Robert Y. Walker, IV
  Executive Vice President and Conventional Operations Chief Financial Officer of Aimco
 
   
Scott W. Fordham
  Senior Vice President and Chief Accounting Officer of Aimco
 
   
Martha L. Long
55 Beattie Place
P.O. Box 1089
Greenville, SC 29602
  Senior Vice President — Partnership Transactions of Aimco

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     Directors
     The name, business address and present principal occupation or employment of each of the directors of Aimco are set forth below. The directors of Aimco-GP are Terry Considine and Thomas M. Herzog. The directors of Aimco/IPT are Terry Considine and Harry G. Alcock. Information relating to Mr. Herzog and Mr. Alcock is set forth above. Unless otherwise indicated, the business address of each director is also the address of the entity where the director conducts his principal occupation or employment. Each director is a citizen of the United States of America.
     
Name & Business Address   Present Principal Occupation or Employment
Terry Considine
4582 South Ulster Parkway, Suite 1100
Denver, Colorado 80237
  Chairman of the Board, Chief Executive Officer and President of Aimco
 
   
James N. Bailey
1 Winthrop Square,
Suite 500
Boston, MA 02110
  Senior Managing Director and Treasurer of Cambridge Associates, LLC, an investment consulting firm
 
   
Richard S. Ellwood
12 Auldwood Lane
Rumson, NJ 07660
  Retired
 
   
J. Landis Martin
199 Broadway
Suite 4300
Denver, CO 80202
  Founder of Platte River Ventures LLC, a private equity firm
 
   
Thomas L. Rhodes
215 Lexington Avenue
4th Floor
New York, NY 10016
  Chairman and President of National Review magazine
 
   
Michael A. Stein
22021 20th Avenue SE
Bothell, WA 98021
  Senior Vice President and Chief Financial Officer of ICOS Corporation, a biotechnology company

13