0000950134-05-005770.txt : 20120615 0000950134-05-005770.hdr.sgml : 20120615 20050323161202 ACCESSION NUMBER: 0000950134-05-005770 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050323 DATE AS OF CHANGE: 20050323 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGMENT COMPANY GROUP MEMBERS: CONCAP EQUITIES INC 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51797 FILM NUMBER: 05699331 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 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: 05699332 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 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: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 SC TO-T/A 1 d18183esctovtza.txt AMENDMENT NO. 3 TO SCHEDULE TO-TENDER OFFER SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO/A (AMENDMENT NO. 3) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (FINAL AMENDMENT) AND SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 31) Consolidated Capital Institutional Properties/2 -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO Properties, L.P. Apartment Investment and Management Company AIMCO-GP, Inc. ConCap Equities, Inc. -------------------------------------------------------------------------------- (Names of Filing Persons -- Offerors) Limited Partnership Units -------------------------------------------------------------------------------- (Title of Class of Securities) None -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Martha L. Long Apartment Investment and Management Company 55 Beattie Place P.O. Box 1089 Greenville, South Carolina 29602 (864) 239-1000 -------------------------------------------------------------------------------- (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copy to: Joseph A. Coco Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 and Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Los Angeles, California 90071 (213) 687-5000 Calculation of Filing Fee
Transaction valuation* Amount of filing fee ---------------------- -------------------- $ 4,619,853.56 $ 543.76
1 * For purposes of calculating the fee only. This amount assumes the purchase of 410,653.65 units of limited partnership interest of the subject partnership for $11.25 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 $117.70 per million of the aggregate amount of cash offered by the bidder. [X] 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: $543.76 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO/13E-3 Date Filed: December 14, 2004
[ ] 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 [ ] issuer tender offer subject to Rule 13e-4 [X] going-private transaction subject to Rule 13e-3 [X] 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: [X] 2 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: AIMCO PROPERTIES, L.P. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 84-1275721 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 545,127.15 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 545,127.15 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 545,127.15 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 60.0% 14. TYPE OF REPORTING PERSON PN 3 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: AIMCO-GP, INC. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 545,127.15 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 545,127.15 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 545,127.15 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 60.0% 14. TYPE OF REPORTING PERSON CO 4 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 84-1259577 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 545,127.15 Units 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 545,127.15 Units 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 545,127.15 Units 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 60.0% 14. TYPE OF REPORTING PERSON CO 5 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: AIMCO IPLP, L.P. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 253,495.8 Units 9. SOLE DISPOSITIVE POWER -- 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 [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 27.9% 14. TYPE OF REPORTING PERSON PN 6 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: AIMCO/IPT, INC. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 253,495.8 Units 9. SOLE DISPOSITIVE POWER -- 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 [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 27.9% 14. TYPE OF REPORTING PERSON CO 7 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: COOPER RIVER PROPERTIES, L.L.C. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 67,518.7 Units 9. SOLE DISPOSITIVE POWER -- 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 [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 7.4% 14. TYPE OF REPORTING PERSON OO 8 CUSIP No. NONE 1. NAME OF REPORTING PERSONS: REEDY RIVER PROPERTIES, L.L.C. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only): 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER 168,736.5 Units 9. SOLE DISPOSITIVE POWER -- 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 [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 18.6% 14. TYPE OF REPORTING PERSON OO 9 AMENDMENT NO. 3 TO SCHEDULE TO/AMENDMENT NO. 31 TO SCHEDULE 13D This Statement constitutes (a) Amendment No. 3 to the Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO, as amended by Amendment No. 1 and Amendment No. 2 thereto (the "Schedule TO"), filed by AIMCO Properties, L.P., AIMCO-GP, Inc., Apartment Investment and Management Company and ConCap Equities, Inc. relating to the offer by AIMCO Properties, L.P. to purchase units of limited partnership interest ("Units") of Consolidated Capital Institutional Properties/2, a California limited partnership (the "Partnership"), at a price of $11.25 per unit in cash, subject to the conditions set forth in the Litigation Settlement Offer dated December 14, 2004, and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"); and (b) Amendment No. 31 to the Schedule 13D filed 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. (the "Schedule 13D"). The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Litigation Settlement Offer. 10 ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 8 of the Schedule TO is amended and supplemented as follows: At midnight, New York City time, on March 15, 2005, the Offer expired pursuant to its terms. A total of 45,763.3 Units, representing approximately 5.0% of the outstanding Units, were validly tendered and not withdrawn pursuant to the Offer. AIMCO Properties, L.P. has accepted for payment all of those Units. 11 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Date: March 23, 2005 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Martha L. Long --------------------------- Martha L. Long Senior Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President AIMCO-GP, INC. By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President CONCAP EQUITIES, INC. By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President AIMCO IPLP, L.P. By: AIMCO/IPT, INC. Its General Partner By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President AIMCO/IPT, INC. By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President COOPER RIVER PROPERTIES, L.L.C. By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President REEDY RIVER PROPERTIES, L.L.C. By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President 12