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) April 22, 2011
(Exact name of Registrant as specified in its charter)
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Delaware |
0-14187 |
94-2940208 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
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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))
Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership (the “Registrant” or “Partnership”), owns Lamplighter Park Apartments (“Lamplighter Park”), a 174-unit apartment complex located in Bellevue, Washington. As previously reported, on March 21, 2011 (the “Effective Date”), the Partnership entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, The Ezralow Company, LLC a Delaware limited liability company (the “Purchaser”), to sell Lamplighter Park to the Purchaser for a total sales price of $25,100,000.
On April 22, 2011, the Partnership and the Purchaser entered into a First Amendment to the Purchase and Sale Contract (the “First Amendment”) pursuant to which the expiration of the feasibility period was extended from April 22, 2011 to May 2, 2011 and the expected closing date was extended from May 17, 2011 to May 26, 2011. In addition, pursuant to the First Amendment, the Purchaser’s right to terminate the contract during the feasibility period will be limited to the Purchaser’s determination of the following: (i) the Purchaser’s ability to purchase the parking lot adjacent to Lamplighter Park and (ii) the availability of all required governmental permits, authorizations, and approvals on conditions reasonably satisfactory to the Purchaser regarding the Purchaser’s intended use and development of the parking lot.
This summary of the terms and conditions of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as an exhibit.
(c) Exhibits
10.100 First Amendment to Purchase and Sale Contract between Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership, and The Ezralow Company, LLC, a Delaware limited liability company, dated April 22, 2011.
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/Stephen B. Waters
Stephen B. Waters
Senior Director of Partnership Accounting
Date: April 27, 2011
Exhibit 10.100
FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
This First Amendment to Purchase and Sale Contract (this “Amendment”) is made as of April 22, 2011, between CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP (“Seller”) and THE EZRALOW COMPANY, LLC (“Purchaser”).
W I T N E S S E T H:
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of March 21, 2011 with respect to the sale of certain property described therein (the “Contract”); and
WHEREAS, Seller and Purchaser desire to amend the Contract 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:
3. Right to Terminate. Purchaser’s right to terminate under Section 3.2 of the Contract shall be strictly limited to Purchaser’s determination (in its sole discretion) of the following: (i) Purchaser’s ability to purchase that certain parking lot adjacent to the Property (the "Parking Lot") and (ii) the availability of all required governmental permits, authorizations, and approvals on conditions reasonably satisfactory to Purchaser regarding Purchaser’s intended use and development of the Parking Lot (collectively, the “Termination Event”). Purchaser hereby acknowledges and agrees that (x) Purchaser has completed its due diligence investigations of the Property and accepts the Property (including, without limitation, the title, survey, physical and financial condition of the Property) as of the date of this Amendment in its current “as is”, “where is” condition, “with all faults”, and (y) except for the Termination Event, Purchaser's right to terminate under Section 3.2 of the Contract shall be permanently waived.
“The Closing shall occur on May 26, 2011 (the "Closing Date") through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.”
5. Miscellaneous. This Amendment (a) supersedes all prior oral or written communications and agreement between or among the parties with respect to the subject matter hereof, and (b) may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument and may be delivered by facsimile transmission, and any such facsimile transmitted Amendment shall have the same force and effect, and be as binding, as if original signatures had been delivered. As modified hereby, all the terms of the Contract are hereby ratified and confirmed and shall continue in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.
Seller:
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, a Delaware limited partnership
By: CONCAP EQUITIES, INC., Delaware corporation, its general partner
By: /s/Trent A. Johnson
Name: Trent A. Johnson
Title: Vice President
Purchaser:
THE EZRALOW COMPANY, LLC,
A Delaware limited liability company
By: /s/Gary Freedman
Name: Gary Freedman
Title: Executive Vice President