Consolidated Capital Institutional Properties 2 – ‘SC 14D9/A’ on 6/3/02 re: Consolidated Capital Institutional Properties 2

On:  Monday, 6/3/02, at 9:32pm ET   ·   As of:  6/4/02   ·   Accession #:  950134-2-6661   ·   File #:  5-51797

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment No. 1 to Schedule 14D-9                      4     14K 

Document Table of Contents

SC 14D9/A
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Securities and Exchange Commission
Washington, D.C. 20547

------------------------------
SCHEDULE 14D-9
(RULE 14d-101)

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

 (Amendment No. 1)

 Consolidated Capital Institutional Properties/2
--------------------------------------------------------------------------------
 (Name of Subject Company)

 Consolidated Capital Institutional Properties/2
--------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)

 Limited Partnership Units
--------------------------------------------------------------------------------
(Title of Class of Securities)

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

 Patrick J. Foye
Executive Vice President
 Apartment Investment and Management Company
Colorado Center, Tower Two
 2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
--------------------------------------------------------------------------------
(Name, Address, and Telephone Number of Person Authorized to Receive
 Notices and Communications on Behalf of the Person(s) Filing Statement)

Copies to:
Gregory M. Chait
 Robert Barker
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E.
 Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600

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

SC 14D9/A
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     The information in the Offer to Purchase of AIMCO Properties, L.P.,
dated May 13, 2002 (the "Offer"), as supplemented by the Supplement to the Offer
to Purchase, dated June 3, 2002, and Letter to Limited Partners, dated May 13,  
2002, is incorporated herein by reference in answer to all of the Items of this 
Schedule 14D-9 except as otherwise set forth below:                             

Item 2.  Identity and Background of Filing Person.                              

       This Amendment No. 1 to Schedule 14D-9 is being filed by Consolidated
Capital Institutional Properties/2 (the "Registrant"), a California limited     
partnership of which the general partner is ConCap Equities, Inc., a subsidiary 
of AIMCO Properties, L.P. The Registrant's business address is Colorado Center, 
Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222, 
and its telephone number is (303) 757-8101. The title of the class of equity    
securities to which this statement relates are the units of limited partnership 
interest of the Registrant.                                                     

Item 9.  Exhibits.                                                              

         (a)  Offer to Purchase of AIMCO Properties, L.P. for Units of Limited
        Partnership Interest of Consolidated Capital Institutional
               Properties/2 (Exhibit 1 to Schedule TO of AIMCO Properties, L.P.,
       dated May 13, 2002, is incorporated herein by reference).

         (b)  Letter to Limited Partners of Consolidated Capital Institutional
           Properties/2, dated May 13, 2002 (Exhibit 4 to Schedule TO of
         AIMCO Properties, L.P., dated May 13, 2002, is incorporated
herein by reference).                             

          (c)  Supplement to the Offer to Purchase of AIMCO Properties, L.P. for
           Units of Limited Partnership Interest of Consolidated Capital
             Institutional Properties/2 (Exhibit 9 to Schedule TO/A of AIMCO
             Properties, L.P., dated June 3, 2002, is incorporated herein by
reference).                                       

SC 14D9/A
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 SIGNATURE

         After due 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:  June 3, 2002                                                            

                                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

            By:  ConCap Equities, Inc.
             (General Partner)

               By:       /s/ Patrick J. Foye
                                     -------------------------------------------
                  Executive Vice President

SC 14D9/A
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 EXHIBIT INDEX

                                                                [Download Table]

EXHIBIT NO.           DESCRIPTION                                               
-----------           -----------                                               
                                                                                
     (a)       Offer to Purchase of AIMCO Properties, L.P. for Units of Limited 
               Partnership Interest of Consolidated Capital Institutional       
               Properties/2 (Exhibit 1 to Schedule TO of AIMCO Properties, L.P.,
               dated May 13, 2002, is incorporated herein by reference).        

     (b)       Letter to Limited Partners of Consolidated Capital Institutional 
               Properties/2, dated May 13, 2002 (Exhibit 4 to Schedule TO of    
               AIMCO Properties, L.P., dated May 13, 2002, is incorporated      
               herein by reference).                                            

     (c)       Supplement to the Offer to Purchase of AIMCO Properties, L.P. for
               Units of Limited Partnership Interest of Consolidated Capital    
               Institutional Properties/2 (Exhibit 9 to Schedule TO/A of AIMCO  
               Properties, L.P., dated June 3, 2002, is incorporated herein by  
               reference).                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
Filed as of:		6/4/02							SC TO-T/A
Filed on:		6/3/02		2		4			SC TO-T/A
		5/13/02		2		4
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