Consolidated Capital Institutional Properties/2 hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, initially filed with the Securities and
Exchange Commission on
May 1, 2007 and amended on
May 4, 2007 and
May 17, 2007 with respect to a
tender offer 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 “
Offerors”),
to purchase up to 181,811 units of limited partnership interest (“
Units”) of Consolidated
Capital Institutional Properties/2, at a price of $9.00 per Unit in cash, less the amount of any
distributions declared or made with respect to the Units between
April 18, 2007 and
May 18, 2007,
or such other date to which the offer may be extended by the Offerors. The initial offer to
purchase Units was made pursuant to an Offer to Purchase of the Offerors, dated as of
April 18,
2007, and a related Letter of Transmittal, copies of which were filed with the Securities and
Exchange Commission (the “
SEC”) on
April 20, 2007. The first amended offer to purchase
Units, whereby the Offerors increased their offer price to $9.75 per Unit in cash, less the amount
of any distributions declared or made between
April 18, 2007 and
May 29, 2007, was made pursuant to
an Offer to Purchase of the Offerors, dated as of
May 4, 2007, and a related Letter of Transmittal,
copies of which were filed with the SEC on
May 4, 2007. The second amended offer to purchase
Units, whereby the Offerors increased their offer price to $12.00 per Unit in cash, less the amount
of any distributions declared or made with respect to the Units between
April 18, 2007 and
June 5,
2007, was made pursuant to an Offer to Purchase of the Offerors, dated as of
May 18, 2007, and a
related Letter of Transmittal, a copy of which was filed with the SEC on
May 18, 2007. The third
amended offer to purchase Units, whereby the Offerors increased their offer price to $17.00 per
Unit in cash, less the amount of any distributions declared or made with respect to the Units
between
April 18, 2007 and
June 22, 2007, was made pursuant to an Offer to Purchase of the
Offerors, dated as of
June 6, 2007, and a related Letter of Transmittal, a copy of which was filed
with the SEC on
June 6, 2007.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The Partnership has no employees and depends on the General Partner and its affiliates for the
management and administration of all Partnership activities. The Partnership Agreement provides
for certain payments to affiliates for services and reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
An affiliate of the General Partner charged the Partnership for reimbursement of accountable
administrative expenses amounting to approximately $117,000 and $74,000 for the