Consolidated Capital Institutional Properties 2 SC 13E3/A Going private transaction (amended)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

(Amendment No. 2)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER

SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

CONSOLIDATED CAPITAL INSTITUTIONAL

PROPERTIES/2, LP

(Name of the Issuer)

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

CONCAP EQUITIES, INC.

AIMCO PROPERTIES, L.P.

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO/IPT, INC.

AIMCO-GP, INC.

AIMCO IPLP, L.P.

COOPER RIVER PROPERTIES, L.L.C.

REEDY RIVER PROPERTIES, L.L.C.

AIMCO CCIP/2 MERGER SUB LLC

(Name of Person(s) Filing Statement)

Series A Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

John Bezzant

Executive Vice President

Apartment Investment and Management Company

4582 South Ulster Street, Suite 1100

Denver, Colorado 80237

(303) 757-8101

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

WITH COPIES TO:

Jonathan Friedman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, CA 90071

Joseph Coco, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

This statement is filed in connection with (check the appropriate box):



a.	¨	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.	¨	The filing of a registration statement under the Securities Act of 1933.

c.	¨	A tender offer.

d.	þ	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction:þ

Calculation of Filing Fee


Transaction Valuation*		Amount of Filing Fee**

$2,762,608.80		$316.59

*	For purposes of calculating the fee only. This amount was calculated by multiplying the 334,051.85 limited partnership units held by limited partners unaffiliated with AIMCO Properties, L.P. by $8.27 per limited partnership unit.

**	Calculated by multiplying the transaction valuation of $2,762,608.80 by 0.0001146.

þ	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: $327.72

Form or Registration No.: Form S-4

Filing Party: Apartment Investment and Management Company; AIMCO Properties, L.P.

Date Filed: July 28, 2011

TRANSACTION STATEMENT UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13e-3”) is being filed solely to report the termination of the Rule 13e-3 transaction subject to the Schedule 13e-3.

On February 7, 2011, AIMCO Properties, L.P., a Delaware limited partnership (“AIMCO Properties”), terminated the Amended and Restated Agreement and Plan of Merger, dated as of November 15, 2011 (the “Merger Agreement”), by and among Consolidated Capital Institutional Properties/2, LP, a Delaware limited partnership (the “Partnership”), AIMCO Properties, and AIMCO CCIP/2 Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the “Merger Subsidiary”). Pursuant to the Merger Agreement, the Merger Subsidiary was to merge with and into the Partnership, with the Partnership as the surviving entity. AIMCO Properties determined not to proceed with the Merger and there were no penalties incurred in connection with the termination.

SIGNATURE