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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: September 17, 1998
INSIGNIA PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-14179
(State or other (Commission
jurisdiction of file number)
incorporation)
One Insignia Financial Plaza
P. O. Box 19059
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(864) 239-1300
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective on September 17, 1998, Angeles Mortgage Investment Trust, an
unincorporated California business trust ("AMIT"), merged (the "Merger")
with and into Insignia Properties Trust, a Maryland real estate investment
trust ("IPT"), pursuant to an Agreement and Plan of Merger dated as of
July 18, 1997 (the "Merger Agreement"). In the Merger, each issued and
outstanding Class A common share of AMIT, par value $1.00 per share, was
converted into a right to receive 1.516 common shares of beneficial
interest, par value $.01 per share, of IPT ("IPT Common Shares"), and each
issued and outstanding Class B common share of AMIT, par value $.01 per
share, was converted into a right to receive 0.0309 IPT Common Shares. IPT
issued approximately 4,018,778 IPT Common Shares to the former AMIT
shareholders in the Merger, including approximately 146,749 IPT Common
Shares issued to a wholly-owned subsidiary of Insignia Financial Group,
Inc., which is the majority shareholder of IPT ("Insignia") in exchange for
its ownership of 96,800 Class A common shares of AMIT and approximately
51,825 IPT Common Shares issued to Metropolitan Asset Enhancement, L.P., a
Delaware limited partnership and affiliate of IPT and Insignia, in exchange
for its ownership of 1,675,113 Class B common shares of AMIT.
Approximately 23,446,538 IPT Common Shares were outstanding immediately
following the Merger. Class A and Class B common shares of AMIT are no
longer transferable and certificates evidencing such shares represent only
the right to receive, without interest, IPT Common Shares, in accordance
with the provisions of the Merger Agreement. Cash will be paid in lieu of
fractional IPT Common Shares.
The shareholders of AMIT and IPT approved the Merger at special
meetings held on September 4, 1998 and September 14-15, 1998, respectively.
The consideration of the Merger was determined through negotiations between
the managements of AMIT and IPT and was approved by their respective board
of trustees.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
AMIT's Consolidated Financial Statements at December 31,
1997 and 1996 and for each of the three years in the period
ended December 31, 1997.
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of March 31, 1998 and Unaudited Pro Forma Condensed
Consolidated Statement of Income for the three months ended
March 31, 1998 and the year ended December 31, 1997.
The foregoing financial statements are incorporated herein
by reference from IPT's Registration Statement on Form S-4
(No. 333-53815) filed with the Commission on August 10,
1998.
(c) Exhibits
The following Exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger, dated as of July 18,
1997, among AMIT, IPT, Insignia Financial Group, Inc.
and MAE GP Corporation (included as Annex A to the
Proxy Statement and Prospectus contained in IPT's
Registration Statement on Form S-4 (No. 333-53815) and
incorporated herein by reference).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
INSIGNIA PROPERTIES TRUST
/s/ Jeffrey P. Cohen
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Jeffrey P. Cohen
Senior Vice President
Date: September 30, 1998
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of July 18, 1997, among
AMIT, IPT, Insignia Financial Group, Inc. and MAE GP
Corporation (included as Annex A to the Proxy Statement and
Prospectus contained in IPT's Registration Statement on Form S-
4 (No. 333-53815) and incorporated herein by reference).
