0000711642-09-000451.txt : 20090708 0000711642-09-000451.hdr.sgml : 20090708 20090708160032 ACCESSION NUMBER: 0000711642-09-000451 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090702 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090708 DATE AS OF CHANGE: 20090708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3 CENTRAL INDEX KEY: 0000768890 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942940208 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14187 FILM NUMBER: 09935155 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 8-K 1 ccip3siennabaysale_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 2, 2009

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

(Exact name of Registrant as specified in its charter)

Delaware 0-14187 94-2940208

(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

(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/3, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in CCIP/3 Sandpiper, LLC, a Delaware limited liability company (the “Partnership”), which owns Sienna Bay Apartments (“Sienna Bay”), a 276-unit apartment complex located in St. Petersburg, Florida. As previously disclosed, on May 1, 2009 (the “Effective Date”), the Partnership and one other partnership (together the “Selling Partnerships”) that together own two apartment complexes containing an aggregate of 476 units entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, DT Group Development, Inc., a California limited liability company (the “Purchaser”), to sell the two apartment complexes (together the “Properties” and individually a “Property”) owned by the Selling Part nerships to the Purchaser. The parties agreed to an aggregate sales price of $28,500,000, $17,500,000 of which will be allocated to Sienna Bay. Each of the Selling Partnerships is affiliated with the General Partner of the Registrant.

As previously disclosed, the Selling Partnerships and the Purchaser previously have entered into two amendments to the Purchase and Sale Contract pursuant to which the loan approval period was ultimately was extended from June 15, 2009 to June 29, 2009.

On July 2, 2009, the Selling Partnerships and the Purchaser entered into a Third Amendment to the Purchase and Sale Contract (the “Third Amendment”) pursuant to which the loan approval period was further extended from June 29, 2009 to July 10, 2009.

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

Item 9.01 Financial Statements and Exhibits

10.75 Third Amendment to Purchase and Sale Contract between Fisherman’s Landing Apartments Limited Partnership, a Florida limited partnership and CCIP/3 Sandpiper, LLC, a Delaware limited liability company and DT Group Development, Inc., a California corporation, dated July 2, 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/3, LP

By: ConCap Equities, Inc.

General Partner

By: /s/Steven D. Cordes

Steven D. Cordes

Senior Vice President

Date: July 8, 2009

EX-10.75 2 ccip3siennabay_ex10z75.htm EXHIBIT 10.75 Third Amendment - Solana/Sienna

Exhibit 10.75

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

This Third Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of July 2, 2009, between FISHERMAN’S LANDING APARTMENTS LIMITED PARTNERSHIP, a Florida limited partnership and CCIP/3 SANDPIPER, LLC, a Delaware limited liability company, each with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”) and DT GROUP DEVELOPMENT, INC., a California corporation, with an address at 5355 Cartwright Avenue, Suite 317, North Hollywood, California 91601 (“ 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 1, 2009, as amended by that certain First Amendment to Purchase and Sale Contract dated as of June 16, 2009, as amended by that certain Second Amendment to Purchase and Sale Contract dated as of June 19, 2009 (as amended, the “ Agreement”) with respect to the sale of two certain properties known as Solana Vista and located in Manatee County, Florida and Sienna Bay located in Pinellas County, Florida, 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: