Consolidated Capital Institutional Properties 2 – ‘SC 14D9’ on 2/20/04 re: Consolidated Capital Institutional Properties 2

On:  Friday, 2/20/04, at 9:52pm ET   ·   As of:  2/23/04   ·   Accession #:  950134-4-2346   ·   File #:  5-51797

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Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     SC 14D9 - Solicitation/Recommendation Statement        4     18K 

Document Table of Contents

SC 14D9
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20547

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER 
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2 
--------------------------------------------------------------------------------
(Name of Subject Company) 

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2 
--------------------------------------------------------------------------------
(Names of Persons Filing Statement) 

LIMITED PARTNERSHIP UNITS 
--------------------------------------------------------------------------------
(Title of Class of Securities)

NONE
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities) 

MARTHA J. LONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY 
4582 ULSTER STREET PARKWAY, 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)

Copies to:

Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square 
New York, New York 10036
(212) 735-3000

and 

Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071 
(213) 687-5000

[ ] Check the box if the filing relates solely to preliminary communications    
made before the commencement of a tender offer.                         

SC 14D9
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SCHEDULE 14D-9

This Schedule 14D-9 relates to the offer by AIMCO Properties, L.P., a 
Delaware limited partnership ("AIMCO OP"), to purchase units of limited         
partnership interest (the "Units") of Consolidated Capital Institutional        
Properties 2, a California limited partnership (the "Partnership"), at a price  
of $9.12 per unit in cash, subject to the conditions set forth in the Offer to  
Purchase dated February 20, 2004, and in the related Letter of Transmittal, as  
each may be amended and supplemented from time to time (collectively, the       
"Offer"). Copies of the Offer to Purchase and the Letter of Transmittal are     
filed with this Schedule TO as Exhibits (a)(1) and (a)(2), respectively.        

ITEM 1.  SUBJECT COMPANY INFORMATION.                                           

(a) The information set forth under "THE LITIGATION SETTLEMENT        
OFFER -- Certain Information Concerning Your Partnership" in the Offer to       
Purchase is incorporated herein by reference. The Partnership's principal       
executive officers are located at 55 Beattie Place, P.O. Box 1089, Greenville,  
South Carolina 29602, and its phone number is (864) 239-1000.                   

(b) This Schedule 14D-9 relates to the units of limited partnership   
interest of Consolidated Capital Institutional Properties 2, of which 909,123.60
units were issued and outstanding as of December 31, 2003.                      

ITEM 2.  IDENTITY AND BACKGROUND OF FILING PERSON.                              

(a) This Schedule 14D-9 is being filed by Consolidated Capital        
Institutional Properties 2, a California limited partnership (the               
"Partnership"), of which the sole general partner is ConCap Equities, Inc. The  
Partnership's principal executive officers are located at 55 Beattie Place, P.O.
Box 1089, Greenville, South Carolina 29602, and its phone number is (864)       
239-1000.                                                                       

(d) The information set forth under "SUMMARY TERM SHEET" and "THE     
LITIGATION SETTLEMENT OFFER -- Information Concerning Us and Certain of Our     
Affiliates" in the Offer to Purchase is incorporated herein by reference.       

ITEM 3.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.              

(d) The information set forth under "THE LITIGATION SETTLEMENT        
OFFER -- Conflicts of Interest and Transactions with Affiliates" in the Offer to
Purchase is incorporated herein by reference.                                   

ITEM 4.  SOLICITATION OR RECOMMENDATION.                                        

(a) and (b) The information set forth under "THE LITIGATION SETTLEMENT
OFFER -- Position of Your General With Respect to the Offer" in the Offer to    
Purchase is incorporated herein by reference.                                   

(c) Not applicable.                                                   

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SC 14D9
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ITEM 5.  PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.                

Not Applicable.                                                       

ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                         

(b) Not applicable.                                                   

ITEM 7.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.                    

(d) Not Applicable.                                                   

ITEM 8.  ADDITIONAL INFORMATION.                                                

(b) The information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference.                      

ITEM 9.  EXHIBITS.                                                              

                                                                [Download Table]
                                                                     
(a)(1)   Offer to Purchase dated February 20, 2004 (incorporated by  
         reference herein).                                          
(a)(2)   Letter of Transmittal and related Instructions (incorporated
         by reference herein).                                       
(a)(3)   Letter from AIMCO OP to the Limited Partners of Consolidated
         Capital Institutional Properties 2 (incorporated by         
         reference herein).                                          
(e)      Not applicable.                                             
(g)      None.                                                       

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SC 14D9
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SIGNATURE 

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated: February 20, 2004                                                        

                                      CONSOLIDATED CAPITAL INSTITUTIONAL
                PROPERTIES 2

                             By: ConCap Equities, Inc.
                               Its General Partner

                               By:      /s/ MARTHA J. LONG
                                            ------------------------------------
                          Martha J. Long
                                 Senior Vice President

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9’ Filing		Date		First		Last			Other Filings
Filed as of:		2/23/04							SC 13E3,  SC TO-T
Filed on:		2/20/04		2		4
		12/31/03		2					10KSB
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