-----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, A21rOTmmh9oHaou1v4v/avpff0+ipLB4GD4dbC3AzUtxCYjFqJELKSTYPcIiydO6 C/AwrayEZ3JiNtb87cIjfA== 0000950134-99-006526.txt : 19990726 0000950134-99-006526.hdr.sgml : 19990726 ACCESSION NUMBER: 0000950134-99-006526 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990723 GROUP MEMBERS: AIMCO GP INC GROUP MEMBERS: AIMCO IPT INC GROUP MEMBERS: AIMCO PROPERTIES LP GROUP MEMBERS: APARTMENT INVESTMENT & 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 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51797 FILM NUMBER: 99669244 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-51797 FILM NUMBER: 99669245 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET SUITE 1700 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: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SC 14D1/A 1 AMENDMENT NO. 4 TO SC 14D1 AND NO. 13 TO SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 29549 ----------------------------- AMENDMENT NO. 4 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 13) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2 (Name of Subject Company) AIMCO PROPERTIES, L.P. (Bidder) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) PATRICK J. FOYE APARTMENT INVESTMENT AND MANAGEMENT COMPANY 1873 SOUTH BELLAIRE STREET, 17TH FLOOR DENVER, COLORADO 80222 (303) 757-8101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ----------------------------- 2 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* $17,162,992 Amount of Filing Fee: $3,432.60 - -------------------------------------------------------------------------------- * For purposes of calculating the fee only. This amount assumes the purchase of 286,049.86 units of limited partnership interest of the subject partnership for $60 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. [ ] Check 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: $3,089.34 Filing Parties: AIMCO Properties, L.P. Form or Registration No.: Schedule 14D Date Filed: July 1, 1999 (Continued on following pages) 3 AMENDMENT NO. 4 TO SCHEDULE 14D-1/AMENDMENT NO. 13 TO SCHEDULE 13D This Statement (the "Statement") constitutes (a) Amendment No. 4 to the Schedule 14D-1, originally filed May 14, 1999, of AIMCO Properties, L.P. (the "AIMCO OP"), relating to AIMCO OP's offer to purchase units of limited partnership interest ("Units") of Consolidated Capital Institutional Properties/2 (the "Partnership"); and (b) Amendment No. 13 to Schedule 13D (the "Schedule 13D") originally filed with the Securities and Exchange Commission (the "Commission") on March 5, 1998 by Reedy River Properties, L.L.C. ("Reedy River"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT"), Insignia Financial Group, Inc. ("Insignia") and Andrew L. Farkas, as amended by (i) Amendment No. 1, filed with the Securities and Exchange Commission (the "Commission") on July 30, 1998 by Cooper River Properties L.L.C. ("Cooper River"), IPLP, IPT, Insignia and Andrew L. Farkas, (ii) Amendment No. 2 filed with the Commission on August 8, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (iii) Amendment No. 3 filed with the Commission on August 27, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (iv) Amendment No. 4 filed with the Commission on September 2, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (v) Amendment No. 5 filed with the Commission on September 9, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (vi) Amendment No. 6 filed with the Commission on September 9, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas, (vii) Amendment No. 7 filed with the Commission on October 26, 1998, by Reedy River Properties, L.L.C. ("Reedy River"), AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP"), and Apartment Investment and Management Company ("AIMCO"), (viii) Amendment No. 8 filed with the Commission on January 29, 1999, by Cooper River, IPLP, IPT, Reedy River, AIMCO OP, AIMCO-GP, and AIMCO, (ix) Amendment No. 9, filed with the Commission on May 14, 1999, by Cooper River, Reedy River, AIMCO/IPT, Inc. ("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO, (x) Amendment No. 10, filed with the Commission on June 10, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xi) Amendment No. 11, filed with the Commission on July 1, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, and (vii) Amendment No. 12, filed with the Commission on July 14, 1999, by Cooper River, Reedy River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO. The item numbers and responses thereto are set forth below in accordance with the requirements of Schedule 14D-1. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase, dated June 11, 1999 (previously filed). (a)(2) Letter of Transmittal and related Instructions (previously filed). (a)(3) Letter, dated June 11, 1999, from AIMCO OP to the Limited Partners of the Partnership (previously filed). (a)(4) Supplement to Offer to Purchase, dated June 11, 1999 (previously filed). (a)(5) Supplement to Offer to Purchase, dated July 1, 1999 (previously filed). (a)(6) Letter, dated July 1, 1999, from AIMCO OP to the Limited Partners of the Partnership (previously filed). (a)(7) Supplement to Offer to Purchase, dated July 13, 1999 (previously filed). (a)(8) Letter, dated July 13, 1999, from AIMCO OP to the Limited Partners of the Partnership (previously filed). (a)(9) Supplement to Offer to Purchase, dated July 22, 1999. (a)(10) Letter, dated July 22, 1999, from AIMCO OP to the Limited Partners of 4 the Partnership. (b) Amended and Restated Credit Agreement (Unsecured Revolver-to-Term Facility), dated as of October 1, 1998, among AIMCO OP, Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated October l, 1998, is incorporated herein by this reference). (b)(2) First Amendment to Credit Agreement, dated as of November 6, 1998, by and among AIMCO OP, the financial institutions listed on the signature pages thereof and Bank of America National Trust and Savings Association (Exhibit 10.2 to AIMCO's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, is incorporated herein by this reference). (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (z)(1) Agreement of Joint Filing, dated June 11, 1999, among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Reedy River and Cooper River (previously filed). 5 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. Dated: July 22, 1999 COOPER RIVER PROPERTIES, L.L.C. By: /s/ Patrick J. Foye ------------------------------- Executive Vice President REEDY 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 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) 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 6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(1) Offer to Purchase, dated June 11, 1999 (previously filed). (a)(2) Letter of Transmittal and related Instructions (previously filed). (a)(3) Letter, dated June 11, 1999, from AIMCO OP to the Limited Partners of the Partnership (previously filed). (a)(4) Supplement to Offer to Purchase, dated June 11, 1999 (previously filed). (a)(5) Supplement to Offer to Purchase, dated July 1, 1999 (previously filed). (a)(6) Letter, dated July 1, 1999, from AIMCO OP to the Limited Partners of the Partnership (previously filed). (a)(7) Supplement to Offer to Purchase, dated July 13, 1999 (previously filed). (a)(8) Letter, dated July 13, 1999, from AIMCO OP to the Limited Partners of the Partnership (previously filed). (a)(9) Supplement to Offer to Purchase, dated July 22, 1999. (a)(10) Letter, dated July 22, 1999, from AIMCO OP to the Limited Partners of the Partnership. (b) Amended and Restated Credit Agreement (Unsecured Revolver-to-Term Facility), dated as of October 1, 1998, among AIMCO OP, Bank of America National Trust and Savings Association, and BankBoston, N.A. (Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated October l, 1998, is incorporated herein by this reference). (b)(2) First Amendment to Credit Agreement, dated as of November 6, 1998, by and among AIMCO OP, the financial institutions listed on the signature pages thereof and Bank of America National Trust and Savings Association (Exhibit 10.2 to AIMCO's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, is incorporated herein by this reference). (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (z)(1) Agreement of Joint Filing, dated June 11, 1999, among AIMCO, AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP, Reedy River and Cooper River (previously filed).
EX-99.(A)(9) 2 SUPPLEMENT TO OFFER TO PURCHASE DATED 7/22/99 1 EXHIBIT (a)(9) SUPPLEMENT (TO OFFER TO PURCHASE, DATED MAY 13, 1999) AIMCO PROPERTIES, L.P. Extension of Offer Period relating to the offer to purchase units of limited partnership interest in CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2 for $60 in Cash Pursuant to an Offer to Purchase, dated May 13, 1999, and Supplements, dated June 11, 1999 and July 1, 1999, we have offered to acquire units of limited partnership interest in your partnership. We have now extended the expiration date for our offer from August 6 to August 11, 1999. Our offer price will be reduced for any distributions subsequently made by your partnership prior to the expiration of our offer. We will pay for accepted units promptly after expiration of our offer. You will not pay any fees or commissions if you tender your units. We will only accept a maximum of 286,049.86 units in response to our offer. If more units are tendered to us, we will generally accept units on a pro rata basis according to the number of units tendered by each person. Our offer is not subject to any minimum number of units being tendered. Our offer and your withdrawal rights will expire at 5:00 p.m., New York City time, on August 11, 1999, unless we extend the deadline. PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE AND ON PAGE 1 OF THE SUPPLEMENTS FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR OFFER. 2 If you desire to accept our offer, you should complete and sign the 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, THE SUPPLEMENT OR THE LETTER OF TRANSMITTAL MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (888) 349-2005. 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 July 22, 1999
EX-99.(A)(10) 3 LETTER, DATED JULY 22, 1999 1 EXHIBIT (a)(10) $60 HIGHEST PRICE TO PURCHASE UNITS OF LIMITED PARTNERSHIP INTERESTS OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2 OFFER EXTENDED TO AUGUST 11, 1999 AIMCO PROPERTIES, L.P. recently increased its offer price to purchase units of limited partnership interest (the "Units") in Consolidated Capital Institutional Properties/2 (the "Partnership") to $60, net to seller in cash. Our price is HIGHER than the price being offered by a third party and, we will pay for accepted units promptly after expiration of the offer. IF IT IS LIQUIDITY YOU DESIRE, OUR OFFER PROVIDES YOU WITH THE GREATEST PURCHASE PRICE CURRENTLY BEING OFFERED. FURTHER, YOU WILL NOT PAY A $100 TRANSFER FEE OR COMMISSIONS IF YOU TENDER YOUR UNITS TO US. YOU WILL ALSO RECEIVE OUR HIGHER PRICE EARLIER THAN THE THIRD PARTY IS PERMITTED TO BUY UNDER ITS OFFER. The general partner of the Partnership is our affiliate. The Partnership has indicated in a Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and Exchange Commission that it is remaining neutral and making no recommendation as to whether its limited partners should tender their Units in response to our Offer. LIMITED PARTNERS ARE URGED TO READ OUR OFFER TO PURCHASE AND THE RELATED MATERIALS AND THE SCHEDULE 14D-9 CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS. You should be aware, however, that, as with any rational investment decision, we are making our Offer with a view to making a profit. No independent person has been retained to evaluate or render any opinion with respect to the fairness of our Offer, and no representation is made by us or any of our affiliates as to such fairness. If you have any questions concerning the terms of the offer, or need assistance in completing the forms necessary to tender your units, please contact our INFORMATION AGENT, RIVER OAKS PARTNERSHIP SERVICES, INC., AT (888) 349-2005 OR (201) 896-1900. Very truly yours, AIMCO PROPERTIES, L.P. July 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----