<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
FORM 11-K
ANNUAL REPORT
----------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE
OCTOBER 7,1996]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to____________
Commission File Number: 1-14373
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
INSIGNIA FINANCIAL GROUP, INC.
401(K) RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
INSIGNIA FINANCIAL GROUP, INC.
200 PARK AVENUE
NEW YORK, NEW YORK 10166
<PAGE>
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES
AND EXHIBITS
DECEMBER 31, 1998
REPORT OF INDEPENDENT AUDITORS
FINANCIAL STATEMENTS
Statement of Net assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
SUPPLEMENTAL SCHEDULES
Line 27a - Schedule of Assets Held for Investment Purposes
Line 27d - Schedule of Reportable Transactions
EXHIBITS
23.1 Consent of Independent Auditors
Note: Supplemental Schedules, other than those listed above, are omitted
because of the absence of the conditions under which they are required by the
Department of Labor and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 or because the required
information is included in the financial statements or notes thereto.
<PAGE>
Report of Independent Auditors
Advisory Committee
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of Insignia Financial Group, Inc. 401(k) Retirement Savings Plan as of December
31, 1998 and the related statement of changes in net assets available for
benefits for the period from September 15, 1998 (inception of the Plan) to
December 31, 1998. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and the changes in its net assets available for benefits for
the period from September 15, 1998 (inception of the Plan) to December 31, 1998,
in conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998, and reportable
transactions for the period from September 15, 1998 (inception of the Plan) to
December 31, 1998 are presented for purpose of additional analysis and are not a
required part of the financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management. The Fund
Information in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
are fairly stated in all material respects to the financial statements taken as
a whole.
/s/ Ernst & Young LLP
Greenville, South Carolina
June 14, 1999
<PAGE>
Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1998
<TABLE>
<CAPTION>
NON-
PARTICIPANT
DIRECT PARTICIPANT
----------- --------------------------------------------------
INSIGNIA INSIGNIA FIDELITY FIDELITY
WASTING ESG PURITAN MAGELLAN FIDELITY
FUND FUND FUND FUND CONTRAFUND
----------- --------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value (Note 3):
Mutual funds $944,409 $904,426 $5,758,256 $1,187,925 $8,130,259
Participants loans -- -- -- -- --
---------------------------------------------------------------
Net assets available for benefits $944,409 $904,426 $5,758,256 $1,187,925 $8,130,259
===============================================================
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
<CAPTION>
DIRECTED
- --------------------------------------------------------------------------------------------------------
FIDELITY
FIDELITY FIDELITY FIDELITY FIDELITY MANAGED
EQUITY GROWTH & LOW PRICE DIVERSIFIED INCOME FIDELITY
INCOME INCOME STOCK INTERNATIONA PORTFOLIO U.S. BOND
FUND FUND FUND FUND FUND INDEX FUND LOAN FUND TOTAL
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$7,671,761 $1,445,983 $470,222 $196,071 $2,939,104 $856,650 $ - $30,505,066
- - - - - - 761,964 761,964
- ---------------------------------------------------------------------------------------------------------
$7,671,761 $1,445,983 $470,222 $196,071 $2,939,104 $856,650 $761,964 $31,267,030
=========================================================================================================
</TABLE>
3
<PAGE>
Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits,
With Fund Information
For the period from September 15, 1998
(inception of the Plan) to December 31, 1998
<TABLE>
<CAPTION>
NON-
PARTICIPANT
DIRECTED PARTICIPANT
------------ ------------------------------------------------
INSIGNIA INSIGNIA FIDELITY FIDELITY
WASTING ESG PURITAN MAGELLAN FIDELITY
FUND FUND FUND FUND CONTRAFUND
------------ ------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Investment income:
Net appreciation (depreciation)
in fair $ 13,052 $125,705 $ 563,692 $ 203,597 $1,158,896
value of investments (Note 3)
Interest - - - - -
Dividends - 2,074 99,374 27,538 587,302
------------ ------------------------------------------------
13,052 127,779 663,066 231,135 1,746,198
Contributions:
Participants - 93,509 156,731 122,140 246,095
Rollovers - 5,671 29,052 30,114 53,447
Employer - 30,720 45,996 26,526 75,639
------------ ------------------------------------------------
- 129,900 231,779 178,780 375,181
------------ ------------------------------------------------
Total additions 13,052 257,679 894,845 409,915 2,121,379
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Benefits paid to participants 24,678 21,135 399,124 74,682 312,517
Administrative fees 2 14 14 1 9
------------ ------------------------------------------------
Total deductions 24,680 21,149 399,138 74,683 312,526
Interfund transfers (net) (21,378) (11,343) (36,959) 122,077 (37,812)
Transfer in from prior Trustee 977,415 679,239 5,299,508 730,616 6,359,218
------------ ------------------------------------------------
Net increase 944,409 904,426 5,758,256 1,187,925 8,130,259
Net assets available for benefits at
inception of Plan - - - - -
============ ================================================
Net assets available for benefits at
end of year $944,409 $904,426 $5,758,256 $1,187,925 $8,130,259
============ ================================================
</TABLE>
See accompanying notes.
4
<PAGE>
<TABLE>
<CAPTION>
DIRECTED
- -------------------------------------------------------------------------------------------------------------------
FIDELITY
FIDELITY FIDELITY FIDELITY FIDELITY MANAGED
EQUITY GROWTH & LOW PRICE DIVERSIFIED INCOME FIDELITY
INCOME INCOME STOCK INTERNATIONAL PORTFOLIO U.S. BOND PARTICIPANT
FUND FUND FUND FUND FUND INDEX FUND LOANS TOTAL
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$842,692 $177,733 $47,608 $12,850 $ -- $ -- $(7,440) $3,138,385
-- -- -- -- -- -- 15,455 15,455
271,553 19,722 4,112 7,473 36,978 12,263 -- 1,068,389
- -------------------------------------------------------------------------------------------------------------------
1,114,245 197,455 51,720 20,323 36,978 4,823 15,455 4,222,229
209,315 105,111 40,208 32,038 112,722 42,686 -- 1,160,555
36,775 23,897 33,904 10,821 4,339 1,085 -- 229,105
61,809 23,768 8,884 6,606 26,871 12,149 -- 318,968
- -------------------------------------------------------------------------------------------------------------------
307,899 152,776 82,996 49,465 143,932 55,920 -- 1,708,628
- -------------------------------------------------------------------------------------------------------------------
1,422,144 350,231 134,716 69,788 180,910 60,743 15,455 5,930,857
375,467 59,145 4,836 14,862 160,673 37,836 140,719 1,625,674
20 1 15 -- 7 3 -- 86
- -------------------------------------------------------------------------------------------------------------------
375,487 59,146 4,851 14,862 160,680 37,839 140,719 1,625,760
(334,858) 224,295 37,831 (2,721) 71,073 (22,146) 11,941 --
6,959,962 930,603 302,526 143,866 2,847,801 855,892 875,287 26,961,933
- -------------------------------------------------------------------------------------------------------------------
7,671,761 1,445,983 470,222 196,071 2,939,104 856,650 761,964 31,267,030
-- -- -- -- -- -- -- --
- -------------------------------------------------------------------------------------------------------------------
$7,671,761 $1,445,983 $ 470,222 $196,071 $2,939,104 $856,650 $761,964 $31,267,030
===================================================================================================================
</TABLE>
5
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
For the period from September 15, 1998
(inception of the Plan) to December 31, 1998
1. DESCRIPTION OF THE PLAN
The following description of the Insignia Financial Group, Inc. 401(k)
Retirement Savings Plan ("the Plan") provides only general information.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
GENERAL
Effective September 15, 1998, Insignia/ESG Holdings, Inc. established the
Insignia/ESG Holdings, Inc. 401(k) Retirement Savings Plan for the benefit of
its eligible employees. Effective November 2, 1998, Insignia/ESG Holdings, Inc.
became Insignia Financial Group, Inc. ("the Company") and the Plan's name was
changed to Insignia Financial Group, Inc. 401(k) Retirement Savings Plan. The
Plan is a defined contribution plan covering all employees who have attained age
21. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
CONTRIBUTIONS
Each year, participants may contribute up to 15% of their pretax annual
compensation, as defined in the Plan. Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined
contribution plans. The Company, at the beginning of each Plan year, will
determine the amount of any discretionary matching contributions to be made to
the Plan during that year. The Company elected to make a contribution equal to
50% of a participant's contribution, up to a maximum of 6% of compensation that
a participant contributes to the Plan for the period from September 15, 1998
(inception of the Plan) to December 31, 1998. Additional amounts may be
contributed at the option of the Company's Board of Directors.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) plan earnings based on
participant account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's account.
Forfeited balances of terminated participants' nonvested accounts are used to
reduce the Plan's ordinary and necessary administrative expenses or Employer
contributions. Total forfeitures for the period from September 15, 1998
(inception of the Plan) to December 31, 1998 were $41,010.
6
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS
Participants may elect to invest in ten investment options and change their
investment options daily.
VESTING
Contributions by employees plus actual earnings thereon are 100% vested and
nonforfeitable. A participant who is an employee on or after the effective date
of the Plan shall become vested in the Company's matching contributions in 25%
increments with 100% vesting occurring after the completion of four years of
service.
PARTICIPANT NOTES RECEIVABLE
Loans to participants are permitted under Plan provisions. Participants may
borrow from their fund accounts a minimum of $700 up to a maximum equal to the
lesser of $50,000 or 50% of his or her vested balance. Loan transactions are
treated as a transfer from (to) the investment fund to (from) the loan fund. The
term of the loan shall not exceed five years, unless the loan is used to
purchase the principal residence of the participant, in which case the loan term
shall not exceed ten years. The loans are secured by the balance in the
participant's account. The interest rate used will be prime plus one percent as
reported in The Wall Street Journal for the day on which the loan application is
approved. Principal and interest is paid through employee payroll deductions.
PAYMENT OF BENEFITS
Upon termination, death, disability, or retirement, a participant may receive a
lump-sum amount or in monthly, quarterly, or annual installments over a fixed,
reasonable period of time, not exceeding the life expectancy of the participant
or the joint life and last survivor expectancy of the participant and the named
beneficiary. In either case, the participant may only receive the amount equal
to the vested value of their account.
7
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION
The Plan's investments are stated at fair value. The mutual funds are valued at
quoted market prices which represent the net asset values of shares held by the
Plan at year-end. Securities traded on a national securities exchange are valued
at the last reported sales price on the last business day of the Plan year.
The participant loans are valued at their outstanding balances which approximate
fair value.
Included in the investments of the Plan are shares of a unitized stock fund
consisting of cash and shares of Apartment Investment and Management Company
("AIMCO") common stock ("Insignia Wasting Fund"). The AIMCO common stock
originated when the predecessor Plan Sponsor merged with AIMCO and the Plan's
Sponsor's stock was converted to AIMCO shares. No contributions are allowed into
the Insignia Wasting Fund and the fund will eventually be dissolved.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
8
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
The investments of the Plan are held by Fidelity Management Trust Company. The
fair value of individual assets that represent five percent or more of the
Plan's net assets is as follows at December 31, 1998:
Fidelity Puritan Fund $5,758,256
Fidelity Equity Income Fund 7,671,761
Fidelity Managed Income Portfolio Fund 2,939,104
Fidelity Contrafund 8,130,259
4. INCOME TAX STATUS
The Plan has not received a determination letter from the Internal Revenue
Service stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code. However, the Plan Administrator believes that the Plan is
qualified and, therefore, the related trust is exempt from taxation.
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
Certain fees incurred during the year for legal, accounting and other services
were paid by the Company on behalf of the Plan.
6. YEAR 2000 ISSUE (UNAUDITED)
The Plan Sponsor developed a plan to modify its internal information technology
to be ready for the year 2000 and has converted critical data processing
systems. The Plan Sponsor has substantially completed the inventory phase of its
plan and is scheduled to complete the assessment and remediation phases by
September 30, 1999. Quality assurance testing, the last phase of the plan, is
scheduled to be completed by December 31, 1999. The Plan Sponsor believes that,
with the modifications to the existing software and conversions to new software,
the Year 2000 Issue will not pose significant operational problems for its
computer systems.
9
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
6. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED)
The Plan Sponsor's project also included determining whether third party service
providers have reasonable plans in place to become year 2000 compliant. The Plan
Sponsor has obtained written communications from its third party service
providers concerning their year 2000 plan and expects the testing and
implementation phases to be substantially complete by the end of the second
quarter of 1999. The Plan's Trustee and Recordkeeper has completed renovation
and testing of its mission critical systems by the end of the first quarter of
1999.
10
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
EIN: 56-2084290
Plan Number: 001
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT, INCLUDING
MATURITY DATE, RATE OF
IDENTITY OF ISSUE, BORROWER, INTEREST, PAR OR CURRENT
LESSOR OR SIMILAR PARTY MATURITY VALUE COST VALUE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity Management Trust Company:
Mutual funds:
* Fidelity Puritan Fund 286,908 shares $ 5,233,372 $ 5,758,256
* Fidelity Magellan Fund 9,832 shares 993,760 1,187,925
* Fidelity Contrafund 143,163 shares 7,019,481 8,130,259
* Fidelity Equity Income Fund 138,105 shares 6,896,018 7,671,761
* Fidelity Growth and Income Fund 1,544 shares 1,278,844 1,445,983
* Fidelity Low Priced Stock Fund 20,578 shares 423,755 470,222
* Fidelity Diversified
International Fund 11,064 shares 183,968 196,071
* Fidelity Managed Income
Portfolio Fund 2,939,104 shares 2,939,104 2,939,104
* Fidelity U.S. Bond Index Fund 77,735 shares 863,159 856,650
* Insignia Wasting Fund 223,265 shares 925,139 944,409
* Insignia ESG Fund 171,005 shares 775,912 904,426
--------------------------------
27,532,512 30,505,066
* Participants' loans Due dates from
January 29, 1999 to
December 26, 2003
and interest rates
of 8.65% to 10% - 761,964
--------------------------------
$27,532,512 $31,267,030
================================
</TABLE>
- ----------
* Indicates party-in-interest to the Plan.
11
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
EIN: 56-2084290
Plan Number: 001
Line 27d - Schedule of Reportable Transactions
For the period from September 15, 1998
(inception of the Plan) to December 31, 1998
<TABLE>
<CAPTION>
(H) CURRENT
VALUE OF
(B) DESCRIPTION OF ASSET (C) (D) (G) ASSET ON (I) NET
INCLUDING INTEREST RATE AND PURCHASE SELLING COST OF TRANSACTION GAIN
(A) IDENTITY OF PARTY INVOLVED MATURITY DATE IN CASE OF A LOAN PRICE PRICE ASSET DATE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (i) - Individual transactions in
excess of five percent of Plan assets:
- ----------------------------------------
Fidelity Management Trust Company Fidelity Puritan Fund $2,764,888 $ - $2,764,888 $2,764,888 $ -
Fidelity Management Trust Company Fidelity Puritan Fund 2,534,620 - 2,534,620 2,534,620 -
Fidelity Management Trust Company Fidelity Contrafund 3,210,539 - 3,210,539 3,210,539 -
Fidelity Management Trust Company Fidelity Contrafund 3,128,543 - 3,128,543 3,128,543 -
Fidelity Management Trust Company Fidelity Equity Income Fund 3,658,550 - 3,658,550 3,658,550 -
Fidelity Management Trust Company Fidelity Equity Income Fund 3,282,972 - 3,272,972 3,272,972 -
Category (iii) - Series of transactions in
excess of five percent of Plan assets:
- -----------------------------------------
Fidelity Management Trust Company Fidelity Puritan Fund:
Purchases 5,677,882 - 5,677,882 5,677,882 -
Sales - 483,319 444,510 483,319 38,809
Fidelity Management Trust Company Fidelity Contrafund:
Purchases 7,364,692 - 7,364,692 7,364,692 -
Sales - 393,329 345,210 393,329 48,119
</TABLE>
12
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
EIN: 56-2084290
Plan Number: 001
Line 27d - Schedule of Reportable Transactions (continued)
<TABLE>
<CAPTION>
(H) CURRENT
VALUE OF
(B) DESCRIPTION OF ASSET (C) (D) (G) ASSET ON (I) NET
INCLUDING INTEREST RATE AND PURCHASE SELLING COST OF TRANSACTION GAIN
(A) IDENTITY OF PARTY INVOLVED MATURITY DATE IN CASE OF A LOAN PRICE PRICE ASSET DATE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Management Trust Company Fidelity Equity Income Fund:
Purchases $7,588,849 $ - $ 7,588,849 $7,588,849 $ -
Sales - 759,779 692,831 759,779 66,948
Fidelity Management Trust Company Fidelity Managed Income Portfolio
Fund:
Purchases 3,243,204 - 3,243,204 3,243,204 -
Sales - 304,100 304,100 304,100 -
</TABLE>
Columns (e) and (f) have not been presented as this information is not
applicable.
There were no category (ii) or (iv) reportable transactions during the period
from September 15, 1998 (inception of the Plan) to December 31, 1998.
13
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
401 (k) Retirement Savings Plan
(Name of Plan)
Date: June 28, 1999
-----------------------------------
Name: Adam B. Gilbert
Title: Member of Benefits Committee
and Executive Vice President
<PAGE>
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in (1) the Registration Statement
(Form S-8 No. 333-62725) pertaining to the registration of 400,000 shares of
Common Stock in the Insignia/ESG Holdings, Inc. 401(k) Savings Plan, (2) the
Registration Statement (Form S-8 No. 333-62727) pertaining to the registration
of 1,500,000 shares of Common Stock under Insignia/ESG Holdings, Inc. 1998
Employee Stock Purchase Plan, (3) the Registration Statement (Form S-8 No.
333-62731) pertaining to the registration of 3,500,000 shares of Common Stock
under Insignia/ESG Holdings, Inc. 1998 Stock Incentive Plan, (4) the
Registration Statement (Form S-8 No. 333-67475) pertaining to the registration
of 1,289,329 shares of Common Stock of Insignia Financial Group, Inc.(f/k/a
Insignia/ESG Holdings, Inc.) under the Richard Ellis Group Limited 1997
Unapproved Share Option Scheme, (5) the Registration Statement (Form S-8 No.
333-77353) pertaining to the registration of 611,962 shares of Common Stock of
Insignia Financial Group under the St. Quintin Holdings Limited 1999 Unapproved
Share Option Scheme and (6) the Registration Statement (Form S-8 No. 333-78639)
pertaining to the Insignia Financial Group, Inc. 401(k) Restoration Plan of our
report dated June 14, 1999 with respect to the financial statements and
schedules of Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 1998.
/s/ Ernst & Young LLP
Greenville, South Carolina
June 24, 1999
