EXHIBIT (a)(1)
Dear Limited Partner:
We previously sent you letters dated
May 1, 2007,
May 4, 2007,
May 17, 2007 and
June 1, 2007
regarding an unsolicited tender offer to buy units of limited partnership interest
(“
Units”) in Consolidated Capital Institutional Properties/2 (the “
Partnership”)
initiated by MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, SCM Special Fund, LLC, MPF DeWaay
Fund 3, LLC, MPF DeWaay Fund 5, LLC, MacKenzie Patterson Special Fund 5, LLC, Real Estate
Securities Fund 1983, LP and MacKenzie Patterson Fuller, LP (collectively, the “
MacKenzie
Group”). The MacKenzie Group has further amended its Offer and related Letter of Transmittal
on
June 6, 2007 to $17.00 per Unit, reduced by the amount of any distributions declared or made
between
April 18, 2007 and
June 22, 2007, which may be further extended
The Partnership, through the General Partner, is required by the rules of the Securities and
Exchange Commission to make a recommendation whether you should accept or reject this offer or to
state that the Partnership is remaining neutral with respect to this offer. The General Partner
does not express any opinion, and is remaining neutral, with respect to this offer due to a
conflict of interest. AIMCO Properties, L.P. (“AIMCO Properties”), an affiliate of the
general partner, is currently conducting a tender offer for the Units. Therefore, the general
partner is remaining neutral and does not express any opinion with respect to the MacKenzie Group
offer.
However, we call your attention to the following considerations:
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Our records indicate that an affiliate of the MacKenzie Group and its affiliates
currently beneficially own 1,575.40 Units. The MacKenzie Group may be affiliated
with other limited partners of the Partnership whose Units are included in their
statement of ownership. An increase in the MacKenzie Group’s ownership of Units as
a result of its offer may affect the outcome of Partnership decisions, in that the
increase will concentrate ownership of Units. Affected decisions may include any
decision in which limited partners unaffiliated with the general partner are given
an opportunity to consent or object. |
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In our initial letter we provided secondary sales information as reported by
Direct Investments Spectrum (formerly known as The Partnership Spectrum) and the
American Partnership Board through January 31, 2007 and March 31, 2007,
respectively. The time periods of those reports have been updated through March
31, 2007 and May 31, 2007, respectively, but the high and low sale prices remain
unchanged. |
The General Partner urges each investor to carefully consider the foregoing information
before tendering his or her Units to the MacKenzie Group.
Each limited partner should make its own decision as to whether or not it should tender or
refrain from tendering its Units in an offer in light of its unique circumstances, including (i)
its investment objectives, (ii) its financial circumstances including the tolerance for risk and
need for liquidity, (iii) its views as to the Partnership’s prospects and outlook, (iv) its own
analysis and review of all publicly
available information about the Partnership, (v) other financial opportunities available to
it, (vi) its own tax position and tax consequences, and (vii) other factors that the limited
partner may deem relevant to its decision. Under any circumstances, limited partners should be
aware that a sale of their Units in the Partnership will have tax consequences that could be
adverse.
Please consult with your tax advisor about the impact of a sale on your own particular
situation and the effect of any negative capital accounts.
If you would like to discuss this matter in greater detail, please contact our Investor
Relations Department at ISTC Corporation at (
864) 239-1029 or at PO Box 2347,
Greenville,
SC 29602.
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Sincerely,
ConCap Equities, Inc.
General Partner
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