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EX-10.101 - EXHIBIT 10.101 - CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3ccip3lamplighter_ex10z101.htm

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) May 4, 2011

 

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

(Exact name of Registrant as specified in its charter)

 

 

      Delaware

  0-14187

       94-2940208

(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

(Issuer'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/3, LP, a Delaware limited partnership (the “Registrant” or “Partnership”), owns Lamplighter Park Apartments (“Lamplighter Park”), a 174-unit apartment complex located in Bellevue, Washington. As previously reported, on March 21, 2011 (the “Effective Date”), the Partnership entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, The Ezralow Company, LLC a Delaware limited liability company (the “Purchaser”), to sell Lamplighter Park to the Purchaser for a total sales price of $25,100,000.

 

As previously reported, on April 22, 2011, the Partnership and the Purchaser entered into a First Amendment to the Purchase and Sale Contract pursuant to which the expiration of the feasibility period was extended from April 22, 2011 to May 2, 2011 and the expected closing date was extended from May 17, 2011 to May 26, 2011.  In addition, pursuant to the First Amendment, the Purchaser’s right to terminate the contract during the feasibility period will be limited to the Purchaser’s determination of the following: (i) the Purchaser’s ability to purchase the parking lot adjacent to Lamplighter Park and (ii) the availability of all required governmental permits, authorizations, and approvals on conditions reasonably satisfactory to the Purchaser regarding the Purchaser’s intended use and development of the parking lot.

 

On May 4, 2011, the Partnership and the Purchaser entered into a Second Amendment to the Purchase and Sale Contract (the “Second Amendment”) pursuant to which the Purchaser will have the one-time right to further extend the closing date from May 26, 2011 to June 28, 2011 by delivering written notice to the Partnership no later than May 16, 2011.  If the Purchaser exercises its option to further extend the closing date, the total sales price will increase by $25,000 to an amount equal to $25,125,000.

 

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

 

10.101      Second Amendment to Purchase and Sale Contract between Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership, and The Ezralow Company, LLC, a Delaware limited liability company, dated May 4, 2011.

 

 

 

 


 

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/3, LP

 

By:  ConCap Equities, Inc.

General Partner

 

By:  /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

 

 

Date: May 6, 2011