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) June 26, 2009
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
(Exact name of Registrant as specified in its charter)
Delaware 0-10831 94-2744492
(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
(Registrant’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, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in CCIP Knolls, L.L.C., a Delaware limited liability company (the “Company”). The assets and liabilities of the Company are allocated solely to the holders of Series B Units of the Registrant for all purposes. The Company owns The Knolls Apartments (“The Knolls”), a 262-unit apartment complex located in Colorado Springs, Colorado.
As previously disclosed, on May 12, 2009 (the “Effective Date”), the Company entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Hamilton Zanze & Company, a California corporation, (the “Purchaser”), to sell The Knolls to the Purchaser for a total sales price of $14,150,000.
As previously disclosed, on June 4, 2009, the Company and the Purchaser entered into a First Amendment to the Purchase and Sale Contract pursuant to which the Company and the Purchaser acknowledged that there are no Housing Assistance Payments (“HAP”) contracts to be assumed by the Purchaser and accordingly, Section 4.8 of the Purchase Agreement relating to the HAP contracts was deleted in its entirety as of the Effective Date.
On June 26, 2009, the Purchaser delivered written notice of its election to terminate the Purchase Agreement. Pursuant to its terms, the Purchase Agreement was terminated.
On July 1, 2009, the Company and the Purchaser entered into a Reinstatement of and Second Amendment to the Purchase and Sale Contract (the “Second Amendment”) pursuant to which the feasibility period was extended from June 26, 2009 to July 10, 2009 and the closing was extended from July 13, 2009 to July 27, 2009.
This summary of the terms and conditions of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as an exhibit.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.78 Reinstatement and Second Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 1, 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, LP
By: CONCAP EQUITIES, INC.
General Partner
By: /s/Steven D. Cordes
Steven D. Cordes
Senior Vice President
Date: July 2, 2009
