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EX-10.1 - EX-10.1 - CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES | d76052exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 13, 2010
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
(Exact name of registrant as specified in its charter)
DELAWARE | 1-10831 | 94-2744492 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
55 BEATTIE PLACE | ||
POST OFFICE BOX 1089 | ||
GREENVILLE, SOUTH CAROLINA | 29602 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (864) 239-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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
On
September 13, 2010, Consolidated Capital Institutional Properties, LP, a Delaware limited
partnership (CCIP), entered into an agreement and plan of merger (the Merger Agreement) with
Aimco Properties, L.P., a Delaware limited partnership (Aimco OP) and Aimco CCIP Merger Sub LLC,
a Delaware limited liability company of which Aimco OP is the sole member (the Merger
Subsidiary), pursuant to which the Merger Subsidiary will be merged with and into CCIP, with CCIP
as the surviving entity.
In the merger, each Series A Unit of CCIP outstanding immediately prior to the consummation of
the merger, except those held by limited partners who perfect their appraisal rights pursuant to
the Merger Agreement, will be converted into the right to receive, at the election of the limited
partner, either (i) $4.31 in cash (the Cash Consideration) or (ii) a number of partnership common
units of Aimco OP calculated by dividing $4.31 by the average closing price of Apartment Investment
and Management Company common stock, as reported on the New York Stock Exchange, over the ten
consecutive trading days ending on the second trading day immediately prior to the effective time
of the merger (the OP Unit Consideration). However, if Aimco OP determines that the law of the
state or other jurisdiction in which a limited partner resides would prohibit the issuance of
partnership common units of Aimco OP in that state or jurisdiction (or that registration in that
state or other jurisdiction would be prohibitively costly), then such limited partner will only be
entitled to receive the Cash Consideration for each Series A Unit. Those limited partners who do
not make an election will be deemed to have elected to receive cash.
In the merger, Aimco OPs membership interest in the Aimco Subsidiary will be converted into
CCIP Series A Units. As a result, after the merger, Aimco OP will be the sole limited partner in
CCIP, holding all outstanding Series A Units. ConCap Equities, Inc. will continue to be the sole
general partner of CCIP after the merger, and CCIPs partnership agreement in effect immediately
prior to the merger will remain unchanged after the merger.
Completion of the merger is subject to certain conditions, including approval by a majority in
interest of the Series A Units. As of September 10, 2010, CCIP had issued and outstanding 199,030.2
Series A Units, and Aimco OP and its affiliates owned 152,648.05 of those units, or approximately
76.7% of the number of outstanding units. Aimco OP and its affiliates have indicated that they
intend to take action by written consent to approve the merger.
The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the
Merger Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Additional Information for Investors:
This communication does not constitute an offer to sell or the solicitation of an offer
to buy any securities. Aimco OP and Apartment Investment and Management Company will file with the
Securities and Exchange Commission a registration statement on Form S-4 that will include an
information statement of CCIP relating to the transaction, which will also constitute a prospectus
of Aimco OP and Apartment Investment and Management Company. INVESTORS ARE URGED TO READ THE
INFORMATION STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE TRANSACTION.
The information statement/prospectus and other documents which will be filed with the
Securities and Exchange Commission will be available free of charge at the SECs website,
www.sec.gov. You may request a copy of these filings, at no cost, by writing or calling Apartment
Investment and Management Company at the following address and telephone number: ISTC Corporation,
P.O. Box 2347, Greenville, South Carolina 29602; telephone number (864) 239-1029.
ITEM 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report
Exhibit Number |
Description | |
10.1
|
Agreement and Plan of Merger, dated September 13, 2010, by and among Consolidated Capital Institutional Properties, LP, Aimco Properties, L.P. and Aimco CCIP Merger Sub LLC. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP. | ||||||
Date:
September 13, 2010
|
By: | CONCAP EQUITIES, INC.
|
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By | /s/ Stephen B. Waters
|
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Senior Director |