-----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, RIMXzG5aMf31Yx1yZMm+lo7goUMz5yiz+OS665GQy7wP2JyiJA6gs2TrHmsHNGUs xilBNB3+291Cynpp5FVBrg== 0000950134-02-007000.txt : 20020611 0000950134-02-007000.hdr.sgml : 20020611 20020610163415 ACCESSION NUMBER: 0000950134-02-007000 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020610 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT & MANAGEMENT CO 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 TO-T/A BUSINESS ADDRESS: STREET 1: 2000 SOUTH COLORADO BLVD. STREET 2: SUITE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51797 FILM NUMBER: 02675284 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 SC TO-T/A 1 d97603qsctovtza.txt AMENDMENT NO. 3 TO SC TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------------------------- SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2 - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO PROPERTIES, L.P. -- OFFEROR - -------------------------------------------------------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) LIMITED PARTNERSHIP UNITS - -------------------------------------------------------------------------------- (Title of Class of Securities) NONE - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Patrick J. Foye Executive Vice President Apartment Investment and Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (303) 757-8081 - -------------------------------------------------------------------------------- (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy To: Gregory M. Chait Robert Barker Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street, N.E., Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $2,851,623 $262.35 - --------------------------------------------------------------------------------
* For purposes of calculating the fee only. ** Previously paid. [ ] Check the 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: __________ Filing Party: _________ Form or Registration No.: _________ Date Filed: ___________ [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] going-private transaction subject to Rule 13e-3. [ ] issuer tender offer subject to Rule 13e-4. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] TENDER OFFER STATEMENT This amendment amends the Tender Offer Statement on Schedule TO filed by AIMCO Properties, L.P., a Delaware limited partnership, in connection with its tender offer to purchase outstanding units of limited partnership interest of Consolidated Capital Institutional Properties/2, a California limited partnership, at a price of $6.00 per unit in cash, subject to the conditions set forth in the Offer to Purchase, dated May 13, 2002, and in the related Letter of Transmittal and Acknowledgment and Agreement, which, as amended and supplemented from time to time, together constitute the tender offer. Copies of the Offer to Purchase, Letter of Transmittal and Acknowledgment and Agreement were filed with the original Statement on Schedule TO as Exhibits 1, 2 and 3, respectively. The information in Exhibits 1-3 and 5-12 is incorporated in this Schedule TO by reference in answer to items 1 through 11 of Schedule TO. On June 10, 2002, AIMCO Properties, L.P. mailed a letter to the holders of units of Consolidated Capital Institutional Properties/2. A copy of that letter is filed as Exhibit 12. Item 12. Exhibits. 1 Offer to Purchase limited partnership units of Consolidated Capital Institutional Properties/2, dated May 13, 2002. (Previously filed.) 2 Letter of Transmittal and related instructions, dated May 13, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit 1). (Previously filed.) 3 Acknowledgement and Agreement, dated May 13, 2002. (Previously filed.) 4 Letter, dated May 13, 2002, from AIMCO Properties, L.P., to the limited partners of Consolidated Capital Institutional Properties/2. (Previously filed.) 5 Third Amended and Restated Credit Agreement (Secured Revolving Credit Facility), dated as of November 6, 2001, by and among AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, and First Union National Bank. (Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on November 14, 2001, is incorporated herein by this reference). 6 Annual Report of AIMCO Properties, L.P. for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002, is incorporated herein by this reference. 7 Quarterly Report of AIMCO Properties, L.P. for the quarter ended March 31, 2002, filed on Form 10-Q on May 14, 2002, is incorporated herein by this reference. 8 Letter, dated May 24, 2002, from AIMCO Properties, L.P., to the limited partners of Consolidated Capital Institutional Properties/2. (Previously filed.) 9 Supplement to the Offer to Purchase, dated June 3, 2002. (Previously filed.) 10 Supplemental Acknowledgement and Agreement, dated June 3, 2002. (Previously filed.) 11 Letter of Transmittal and related instructions, dated June 3, 2002 (included as Annex I to the Supplement to the Offer to Purchase attached as Exhibit 9). 12 Letter, dated June 10, 2002, from AIMCO Properties, L.P., to the limited partners of Consolidated Capital Institutional Properties/2. 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: June 10, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye ------------------------------- Executive Vice President of each of the foregoing entities EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Offer to Purchase limited partnership units of Consolidated Capital Institutional Properties/2, dated May 13, 2002. (Previously filed.) 2 Letter of Transmittal and related instructions, dated May 13, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit 1). (Previously filed.) 3 Acknowledgement and Agreement, dated May 13, 2002. (Previously filed.) 4 Letter, dated May 13, 2002, from AIMCO Properties, L.P., to the limited partners of Consolidated Capital Institutional Properties/2. (Previously filed.) 5 Third Amended and Restated Credit Agreement (Secured Revolving Credit Facility), dated as of November 6, 2001, by and among AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, and First Union National Bank. (Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on November 14, 2001, is incorporated herein by this reference). 6 Annual Report of AIMCO Properties, L.P. for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002, is incorporated herein by this reference. 7 Quarterly Report of AIMCO Properties, L.P. for the quarter ended March 31, 2002, filed on Form 10-Q on May 14, 2002, is incorporated herein by this reference. 8 Letter, dated May 24, 2002, from AIMCO Properties, L.P., to the limited partners of Consolidated Capital Institutional Properties/2. (Previously filed.) 9 Supplement to the Offer to Purchase, dated June 3, 2002. (Previously filed.) 10 Supplemental Acknowledgement and Agreement, dated June 3, 2002. (Previously filed.) 11 Letter of Transmittal and related instructions, dated June 3, 2002 (included as Annex I to the Supplement to the Offer to Purchase attached as Exhibit 9). 12 Letter, dated June 10, 2002, from AIMCO Properties, L.P., to the limited partners of Consolidated Capital Institutional Properties/2.
EX-99.12 3 d97603qexv99w12.txt LETTER DATED JUNE 10, 2002 ========================================================================== FINAL EXTENSION ========================================================================== AIMCO AIMCO PROPERTIES, L.P. c/o River Oaks Partnership Services, Inc. P.O. Box 2065 S. Hackensack, N.J. 07606-2065 (888) 349-2005 June 10, 2002 Dear Limited Partner: You should have already received the tender offer documents we recently mailed you, together with supplemental information regarding your units of limited partnership interest in CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2. BY THIS LETTER, WE ARE NOTIFYING YOU THAT WE HAVE EXTENDED THE TENDER OFFER UNTIL MIDNIGHT, NEW YORK TIME, ON JUNE 25, 2002. As of June 7, 2002, 3,758.90 units, or 0.41%, had been tendered to us in response to this offer. Our offer provides you with an opportunity to gain liquidity for your investment, and to eliminate the cost and record keeping associated with limited partnership tax reporting. If we purchase your tendered units, you will receive cash, but you may recognize a gain or loss for federal income tax purposes. However, you will not receive a K-1 in respect of your partnership income or loss after the tax year in which your units are purchased. If you retain your units, you will continue to be a limited partner. However, you may not be able to liquidate your investment until the partnership terminates. WE DO NOT INTEND TO MAKE ANY FURTHER TENDER OFFERS FOR INTERESTS IN YOUR PARTNERSHIP. As you know, the market for units in the partnership is illiquid, and it may be difficult to sell your investment in the partnership in the future. If you have any questions or need assistance in completing the enclosed Acknowledgment and Agreement, please contact our information agent, River Oaks Partnership Services, Inc., toll free, at (888) 349-2005. IF YOU HAVE ALREADY RESPONDED TO OUR OFFER, PLEASE DISREGARD THIS LETTER. AIMCO PROPERTIES, L.P. 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. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072 Attn.: Reorganization Dept. Attn.: Reorganization Dept.
For information, please call: TOLL FREE: (888) 349-2005 Via Facsimile: (201) 460-2889 -----END PRIVACY-ENHANCED MESSAGE-----