Attached files
file | filename |
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EX-3.2 - EX-3.2 - CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3 | d80279exv3w2.htm |
EX-3.1 - EX-3.1 - CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3 | d80279exv3w1.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): May 9, 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 | (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
(Former name or address, if changed since last report)
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):
o 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 3.03. Material Modification to Rights of Security Holders
On May 9, 2011, ConCap Equities, Inc., the general partner of Consolidated Capital
Institutional Properties/3, LP, a Delaware limited partnership (the Partnership), amended
the Partnerships certificate of limited partnership and the Partnerships agreement of limited
partnership (the Partnership Agreement) to establish and convert the Partnerships
existing partnership interests into two separate series of partnership interests that have separate
rights with respect to specified partnership property. Effective as of the close of business on
May 9, 2011 (the Establishment Date), (i) each then outstanding interest of the general
partner of the Partnership was converted into one Series A GP Interest and one Series B GP
Interest, and (ii) each then outstanding unit of limited partnership interest was converted into
one Series A Unit and one Series B Unit. The Series A GP Interest and the Series A Units are
collectively referred to herein as the Series A Interests, and the Series B GP Interest and the
Series B Units are collectively referred to herein as the Series B Interests. Except as
described below, the Series A Interests and Series B Interests entitle the holders thereof to the
same rights as the holders of partnership interests had prior to the Establishment Date.
Series A Interests. From and after the Establishment Date, the following assets shall
be allocated solely to the Series A Interests for all purposes, and shall be so recorded upon the
books of account of the Partnership: (i) any assets other than the Series B Asset (as defined
below), (ii) all consideration received by the Partnership from the issuance or sale of any Series
A Interests, or from any additional capital contributions relating to the Series A Interests, and
all assets in which such consideration is invested, and (iii) all interest, dividends,
distributions, income, earnings, profits, gains and proceeds from any assets described in the
foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other
disposition of such assets, and any funds or payments derived from any reinvestment of such
proceeds. No person, other than a person who holds a Series A Interest, shall have any claim on or
any right to any assets allocated solely to the Series A Interests.
Series B Interests. From and after the Establishment Date, the following assets shall
be allocated solely to the Series B Interests for all purposes, and shall be so recorded upon the
books of account of the Partnership: (i) all of the Partnerships interest in Lamplighter Park
Apartments (the Series B Asset), (ii) all consideration received by the Partnership from the
issuance or sale of any Series B Interests, or from any additional capital contributions relating
to the Series B Interests, and all assets in which such consideration is invested, and (iii) all
interest, distributions, income, earnings, profits, gains and proceeds from any assets described in
the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or
other disposition of such assets, and any funds or payments derived from any reinvestment of such
proceeds. No person, other than a person who holds a Series B Interest, shall have any claim on or
any right to any assets allocated solely to the Series B Interests.
Allocation of Certain Assets and Income. If there are any assets, income, earnings,
profits, proceeds, funds or payments that are not readily identifiable as belonging to any
particular series of interests, the general partner shall allocate them among any one or more of
the series in such manner and on such basis as the general partner, in its sole discretion, deems
fair and equitable, which determination shall be conclusive and binding on the limited partners of
all series for all purposes.
Liabilities and Expenses of Each Series. The debts, liabilities and obligations
incurred, contracted for or otherwise existing with respect to each series of interests shall be
enforceable only against the assets allocated to such series, and not against the Partnership
generally or the assets of any other series of interests. The interests of each series shall be
charged with all expenses, costs, charges and reserves attributable to such series, and shall not
be charged with any expenses, costs, charges or reserves attributable to any other series or the
assets of such other series. The general partners determination of which debts, liabilities and
obligations, and which expenses, costs, charges and reserves, are attributable to each series of
interests shall be conclusive and binding on the limited partners of all series for all purposes.
Any person extending credit to, contracting with or otherwise having a claim against any series of
interests may look only to the assets of that series to satisfy any such obligation or claim, and
not against the assets of the Partnership generally or the assets of any other series. Any general
liabilities, expenses, costs, charges or reserves of the Partnership that are not readily
identifiable as belonging to any particular series of interests shall be allocated and charged by
the Partnership to and among one or more of the series in such manner and on such basis as the
general partner, in its sole discretion, deems fair and equitable, which allocation shall be
conclusive and binding on the limited partners of all series for all purposes.
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Distributions to Partners of Each Series. From and after the Establishment Date, all
distributions to partners (including distributions comprised of distributable cash from operations
and surplus funds and distributions upon termination and dissolution of the Partnership) shall be
determined on a series by series basis in accordance with the criteria set forth above under
Series A Interests and Series B Interests.
Capital Accounts for Each Series. On the Establishment Date, for each series of
interests, a separate capital account shall be established on the books of the Partnership for each
partner who holds such series, which shall initially consist of that portion of such partners
existing capital account that relates to the assets of such series. Thereafter, the capital
account of each partner who holds any series of interests shall be adjusted in the manner set forth
in the Partnership Agreement, but on a series by series basis, with respect to (i) capital
contributions relating to such series, (ii) that portion of the Partnerships net profits and net
losses allocated to such series, and (iii) distributions paid in respect of such series.
Separate Books and Records. Separate and distinct books and records shall be
maintained for each series of interests, and the assets and liabilities associated with a
particular series shall be held and accounted for separately from the other assets and liabilities
of the Partnership and other series. The Partnership shall prepare, and provide to limited
partners (to the extent not included in the Partnerships filings with the Securities and Exchange
Commission), quarterly financial reports (which need not be audited) for each series.
Transfers of Series Interests. Each series of interests shall be transferable
separate and apart from each other series. A minimum of twenty (20) units of any particular series
may be transferred, except for IRA or Keogh plans and except for transfers by gift, inheritance,
intrafamily transfers, family dissolutions, and transfers to affiliates.
Voting & Approval Rights. If any term or provision of the Partnership Agreement
requires the vote, consent or approval of limited partners holding a majority of the units, such
term or provision shall be deemed to require the vote, consent or approval of limited partners
holding a majority of outstanding units of each series, except with respect to any matter or action
relating to a particular series or its assets, which shall require only the vote, consent or
approval of limited partners holding a majority of the outstanding units of such series. Meetings
of the limited partners to vote upon any matters on which the limited partners are authorized to
take action under the Partnership Agreement may be called at any time by the general partner or (i)
in the case of any matter that is subject to the vote, consent or approval of limited partners
holding a majority of outstanding units of each series, by one or more limited partners holding
more than 10% of the outstanding units of each series, or (ii) in the case of any matter that is
subject to the vote, consent or approval only of limited partners holding a majority of outstanding
units of a particular series, by one or more limited partners holding more than 10% of the
outstanding units of such series, in either case, by delivering written notice, either in person or
by registered mail, of such call to the general partner.
Repurchase of Units. From and after the Establishment Date, a repurchase of units of
any series may be effected pursuant to Article VI of the Partnership Agreement with the adjusted
net asset value calculated separately for each series of units in accordance with the criteria set
forth above.
Tax Treatment. For United States federal income tax purposes, each series of
interests shall represent a separate and distinct entity treated as a partnership.
Termination of a Series. Any series of interests may be terminated only upon (i) the
termination and dissolution of the Partnership, (ii) the vote or written consent of limited
partners holding a majority of the outstanding units of such series, or (iii) the sale or other
disposition of all or substantially all of the assets of such series. Upon termination of a
series, the general partner shall proceed to wind up the affairs of such series, and the
Partnership shall not carry on any business in respect of such series except for the purpose of
winding up its affairs.
The termination of a series shall not be deemed a termination or dissolution of the
Partnership unless it is the only remaining series. The general partner shall not have any
obligation to contribute cash to the capital of the Partnership upon the termination of a series
unless such series is the only remaining series and such termination constitutes the termination
and dissolution of the Partnership.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated
by reference into this Item 5.03.
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Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report
Exhibit Number | Description | |
3.1
|
Amendment to Certificate of Limited Partnership of Consolidated Capital Institutional Properties/3, LP, dated as of May 9, 2011. | |
3.2
|
Fifth Amendment to the Second Amended and Restated Limited Partnership Agreement of Consolidated Capital Institutional Properties/3, LP, dated as of May 9, 2011. |
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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/3, LP |
||||
Date: May 9, 2011 | By: | CONCAP EQUITIES, INC. | ||
General Partner | ||||
By: | /s/ Stephen B. Waters | |||
Name: | Stephen B. Waters | |||
Title: | Senior Director of Partnership Accounting |
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