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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-K/A
{X} Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
or
{ }Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from ____________ to____________
--------------------------
Commission file number 1-14373
INSIGNIA FINANCIAL GROUP, INC.
(F/K/A INSIGNIA/ESG HOLDINGS, INC.)
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 56-2084290
(State of incorporation) (I.R.S. Employer Identification No.)
200 PARK AVENUE, NEW YORK, NEW YORK 10166
(Address of principal executive offices) (Zip Code)
(212) 984-8000
(Registrant's Telephone Number, Including Area Code)
--------------------------
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, Par Value $0.01 Per Share
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. {X}
At March 19, 1999, there were 21,789,598 shares of Common Stock outstanding.
Based on the reported closing price of $12.750 per share on the New York Stock
Exchange on such date, the aggregate market value of Registrant's Common Stock
held by non-affiliates was approximately $245 million.
<PAGE>
The Annual Report on Form 10-K for the year ended December 31, 1998,
as filed on March 31, 1999 (the "Form 10-K"), of Insignia Financial Group, Inc.
("Insignia" or the "Company"), is hereby amended to include the following
items. Capitalized terms which are not defined herein have the same meanings
ascribed thereto in the Form 10-K.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following provides information about each Director of the Company
as of April 15, 1999, including data on the business backgrounds, and the names
of public companies and other selected entities for which they also serve as
directors. The Certificate of Incorporation of the Company divides the Board of
Directors into three classes, with such classes being as nearly equal in number
as the total number of directors constituting the entire Board of Directors
permits. The terms of office of the respective classes expire in successive
years.
DIRECTORS ELECTED TO TERMS EXPIRING 1999
ANDREW J.M. HUNTLEY
Andrew J.M. Huntley, 60, has been a director and member of the Office
of the Chairman of Insignia since its inception in May 1998. Mr. Huntley also
serves as Chairman of Richard Ellis St. Quintin, a subsidiary of Insignia
("RESQ"). Since May 1993, Mr. Huntley has been the Chairman of Richard Ellis
Group Limited ("REGL") (and its predecessor entity), a position he continued to
hold following Insignia's acquisition of REGL and the acquisition by REGL of
St. Quintin Holdings Limited (forming RESQ). Mr. Huntley has an employment
agreement with Insignia pursuant to which Insignia has agreed to use reasonable
efforts to nominate Mr. Huntley as a director of Insignia.
ROBERT G. KOEN
Robert G. Koen, 52, has been a director of Insignia since its
inception in May 1998. Since February 1996, Mr. Koen has been a partner in the
law firm of Akin, Gump, Strauss, Hauer & Feld, LLP, which represents Insignia
or certain of its affiliates from time to time. From January 1991 to February
1996, Mr. Koen was a partner in the law firm of LeBoeuf, Lamb, Greene & MacRae,
L.L.P.
DIRECTORS ELECTED TO TERMS EXPIRING 2000
ROBIN L. FARKAS
Robin L. Farkas, 65, has been a director of Insignia since its
inception in May 1998. Mr. Farkas is currently a self-employed private
investor. From March 1994 to March 1995, Mr. Farkas was director of the
Dormitory Authority of the State of New York and from 1984 until 1993 Mr.
Farkas was the Chairman of the Board and Chief Executive Officer of Alexander's
Inc., a real estate company. He is also a director of REFAC Technology
Development Corporation, a company engaged in the licensing of intellectual
property rights and product design and
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development, a director of Noodle Kiddoodle, Inc., a retailer of children's
educational toys, and Chairman and a director of Indian Venture LLC, a venture
capital firm investing in India. Mr. Farkas is the father of Andrew L. Farkas.
ROBERT J. DENISON
Robert J. Denison, 57, has been a director of Insignia since its
inception in May 1998. Mr. Denison has been General Partner of First Security
Company II, L.P., an investment advisory firm, for more than the past five
years.
H. STRAUSS ZELNICK
H. Strauss Zelnick, 41, has been a director of Insignia since August
1998. Mr. Zelnick has been President and Chief Executive Officer of BMG
Entertainment, a division of Bertelsmann AG, since July 1998. Mr. Zelnick was
President and Chief Executive Officer of BMG Entertainment North America, a
division of BMG Entertainment, from January 1995 to June 1998. Prior to joining
BMG Entertainment, Mr. Zelnick was President and Chief Executive Officer of
Crystal Dynamics, a supplier of video game software, from 1993 to 1994. Mr.
Zelnick is a director of MovieFone, Inc., a provider of interactive
advertising, information and ticketing services to the motion picture industry
and moviegoers.
DIRECTORS ELECTED TO TERMS EXPIRING 2001
ANDREW L. FARKAS
Andrew L. Farkas, 38, has been a director and Chairman of Insignia
since its inception in May 1998 and Chief Executive Officer of Insignia since
August 1998. Mr. Farkas served as Chairman and Chief Executive Officer of
Former Parent from January 1991 until October 1998 when Former Parent merged
into AIMCO, and as Former Parent's President from May 1995 until October 1998,
and a director of Former Parent from its inception in August 1990 until October
1998. He served as Chief Executive Officer of Insignia Properties Trust (a
subsidiary of Former Parent) ("IPT") from December 1996 until September 1998
and Chairman of its Board of Trustees from December 1996 until February 1999,
when IPT merged into AIMCO.
STEPHEN B. SIEGEL
Stephen B. Siegel, 54, has been a director of Insignia since its
inception in May 1998 and President of Insignia since August 1998. Mr. Siegel
also serves as Chairman (since September 1998) and Chief Executive Officer of
Insignia/ESG, a subsidiary of Insignia which was a subsidiary of Former Parent
(since July 1996). Mr. Siegel served as President of Edward S. Gordon Company,
Incorporated (now Insignia/ESG) from June 1992 until May 1998. Mr. Siegel is a
director of Liberty Property Trust, a real estate investment trust, and a
director of Tower Realty Trust, Inc., a real estate investment trust.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who beneficially own more than 10% of the
Company's outstanding Common Stock to file with the Commission initial reports
of ownership and reports of changes in ownership of the Common Stock. Based
solely upon a review of Forms 3, 4 and 5 furnished to the Company with respect
to fiscal 1998, the Company believes that its executive officers, directors and
beneficial owners of more than 10% of the Company's outstanding Common Stock
complied with Section 16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning
compensation for the fiscal year ended December 31, 1998 (Insignia's first
fiscal year ended following the Spin-Off), of the Company's Chief Executive
Officer and the four other most highly compensated executive officers (the
"Named Executive Officers"). Salaries listed below are annualized amounts that
the Named Executive Officers would have been paid had the Named Executive
Officers been paid for a full year at rates in effect on September 21, 1998,
the date of the Spin-Off.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS(1)
-------------------------------------- ----------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION AWARDS ($) OPTIONS(#) COMPENSATION(2)
- ------------------------------------ ---------- ---------- ------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Andrew L. Farkas 1998 $ 750,000 $1,500,000 $ 134,308(3) 50,000(4) $5,049,000(5)
Chairman of the Board of Director
and Chief Executive Officer
Stephen B. Siegel 1998 $1,000,000 $1,800,000 $1,572,212(6)(7) 100,000(4) --
Director; Chairman and Chief
Executive Officer of Insignia/ESG
Frank M. Garrison 1998 $ 400,000 $ 525,000 -- (7) 50,000(4) $1,800,680(8)
Office of the Chairman and
President of Insignia Financial
Services
James A. Aston 1998 $ 400,000 $ 525,000 -- (7) 50,000(4) $1,800,680(8)
Office of the Chairman and Chief
Financial Officer
Ronald Uretta 1998 $ 500,000 $ 525,000 -- (7) 50,000(4) $1,800,680(8)
Office of the Chairman, Chief
Operating Officer and Treasurer
</TABLE>
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(1) Grants of options to purchase Insignia Common Stock listed herein
exclude options to purchase shares of Class A Common Stock of Former
Parent which were assumed by Insignia in connection with the Spin-Off.
(2) Excludes payments made by Former Parent in connection with the Spin-Off
to retire options and warrants to purchase shares of Class A Common
Stock of Former Parent at a price equal to the difference between the
exercise price for such option and $25.
(3) Represents perquisites totaling $134,308, including $84,141 for
personal tax return preparation.
(4) Granted on September 21, 1998 in connection with the consummation of
the Spin-Off.
(5) Represents a one-time bonus paid upon consummation of the Merger
pursuant to the terms of Mr. Farkas' employment agreement with Insignia.
(6) Represents (i) commissions and advances on commissions paid pursuant to
Mr. Siegel's employment agreement with Insignia and Former Parent and
(ii) forgiveness of principal (in the amount of approximately $222,222)
and interest (in the amount of approximately $51,500) on a $1,000,000
loan from Insignia to Mr. Siegel pursuant to the terms of Mr. Siegel's
employment agreement with Insignia. No attempt has been made to pro
rate commissions based on the period before the Spin-Off and the period
after the Spin-Off.
(7) Total perquisites did not exceed the lesser of $50,000 or 10% of total
salary and bonus.
(8) Represents (i) a one-time bonus of $1,262,250 paid upon consummation of
the Merger pursuant to his employment agreement with Insignia, and (ii)
a one-time incentive payment of $538,430 resulting from a profit
interest in an asset acquired by Insignia.
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OPTION GRANTS DURING FISCAL 1998
The following table provides information concerning grants of stock
options by the Company to the Named Executive Officers in fiscal 1998. This
table does not include options to purchase shares of Class A Common Stock of
Former Parent which were assumed by Insignia in connection with the Spin-Off.
OPTION GRANTS DURING FISCAL 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED EXERCISE TERM
OPTIONS TO EMPLOYEES IN OF BASE PRICE -----------------------------
NAME GRANTED(#) 1998 ($/SH) EXPIRATION DATE 5% 10%
- ------------------ ---------- --------------- ------------- --------------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Andrew L. Farkas 36,000(1) 3.3% $13.888 3/21/04 $80,102 $232,009
14,000(1) 1.3% $12.625 3/21/04 $48,833 $107,908
Stephen B. Siegel 100,000(1) 9.3% $12.625 3/21/04 $348,805 $770,769
Frank M. Garrison 50,000(1) 4.6% $12.625 3/21/04 $174,403 $385,384
James A. Aston 50,000(1) 4.6% $12.625 3/21/04 $174,403 $385,384
Ronald Uretta 50,000(1) 4.6% $12.625 3/21/04 $174,403 $385,384
</TABLE>
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(1) Granted on September 21, 1998 in connection with the consummation of
the Spin-Off. The options vest in five equal annual installments
beginning on September 21, 1999.
OPTION EXERCISES AND VALUES FOR FISCAL 1998
The following table provides information concerning options exercised
in fiscal 1998 by the Named Executive Officers and the value of such officers'
unexercised options at December 31, 1998. The table does not include options to
purchase shares of Class A Common Stock of Former Parent which were retired by
Former Parent prior to the consummation of the Merger.
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AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS AT
ACQUIRED VALUE OPTIONS AT FISCAL YEAR-END(#) FISCAL YEAR-END($)
ON REALIZED ------------------------------- ------------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------ ---------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Andrew L. Farkas -- -- -- 50,000 -- $0
Stephen B. Siegel -- -- 90,583 293,507 $1,232,628 $821,727
Frank M. Garrison -- -- -- 50,000 -- $0
James A. Aston -- -- -- 50,000 -- $0
Ronald Uretta -- -- -- 50,000 -- $0
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are also officers of the Company do not receive any fee
or remuneration for services as members of the Board of Directors. Each of
Insignia's directors who is not an employee of Insignia receives a fee of
$25,000 per year for serving as a director. Each director who is not an
employee of Insignia is eligible to participate in Insignia's 1998 Stock
Incentive Plan, which provides for each non-employee director to receive at the
time of his initial election an option to purchase 20,000 shares of Common
Stock, a portion of which is exercisable the year after the grant, and to
receive an additional option each year thereafter to purchase 2,000 shares, in
each case at the then fair market value of the Common Stock.
EMPLOYMENT AGREEMENTS
Following is a description of employment agreements between Insignia
and each the Named Executives Officers.
Andrew L. Farkas
Andrew L. Farkas is employed by Insignia pursuant to an employment
agreement (the "Farkas Employment Agreement") which provides for him to serve
as Chairman of the Board of Directors and Chief Executive Officer of Insignia
until September 21, 2001 (the "Expiration Date"), or such earlier date as
provided therein. Mr. Farkas receives an annual salary of $750,000 (the "Base
Salary"), subject to such discretionary increases as may be determined by
Insignia's Board of Directors (the "Insignia Board") and a bonus to be
determined annually by the Insignia Board. Mr. Farkas also is entitled to
certain perquisites. Mr. Farkas has agreed that for one year after the
termination of the Farkas Employment Agreement, he will not solicit business
from any of Insignia's customers or clients with whom he has had "material
contact" (as defined in the Farkas Employment Agreement) during the twelve
month period preceding the date of cessation of his employment with
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Insignia, and he will neither solicit employees of Insignia to work for any
direct competitor of Insignia nor purchase any limited partner units of
partnerships controlled directly or indirectly by Insignia for two years after
the termination of the Farkas Employment Agreement.
Mr. Farkas' employment will be terminated in the event that Mr. Farkas
is disabled during his employment with Insignia, whereupon Insignia will pay
75% of his Base Salary for a period of time equal to twice the remaining term
under the Farkas Employment Agreement immediately prior to his termination (but
not less than four years). If Mr. Farkas dies during the term of the Farkas
Employment Agreement, Insignia will pay to his estate his Base Salary through
the Expiration Date. If Mr. Farkas is terminated without cause and such
termination is not in connection with a Significant Transaction (as defined
below), Insignia will pay his Base Salary through the Expiration Date. In
addition, if Mr. Farkas dies, is disabled or is terminated without cause during
the term of the Farkas Employment Agreement, Insignia will continue to pay all
perquisites to which Mr. Farkas is entitled and will pay all bonuses to be paid
upon the occurrence of a Significant Transaction (as defined below) or a
Material Asset Disposition (as defined below), to Mr. Farkas or his estate if
the Significant Transaction or the Material Asset Disposition giving rise to
such payment occurs, or a definitive agreement regarding such event has been
executed, before or within 180 days after his death or disability or, in the
case of a termination without cause, on or before the Expiration Date.
The Farkas Employment Agreement provides that upon the occurrence of
any one of several events or transactions involving Insignia set forth in the
Farkas Employment Agreement (each, a "Significant Transaction"), including, but
not limited to, any change of control (as defined in the Farkas Employment
Agreement) of Insignia, Insignia is required to pay to Mr. Farkas an amount
equal to 1.0% of the total equity market capitalization of Insignia on the date
the Significant Transaction occurs. Upon the occurrence of a Significant
Transaction and/or upon termination without cause, all options, warrants and
restricted stock of Insignia granted to Mr. Farkas will vest immediately and be
exercisable. The Farkas Employment Agreement also provides that in the event
that Insignia enters into a transaction resulting in (i) a majority of the
equity interest in Insignia being beneficially owned by a person or persons who
is not an affiliate of Insignia, or (ii) the spin-off, sale or other
disposition to a third party of one or more of Insignia's subsidiaries,
divisions or operating businesses (each, a "Material Asset Disposition"),
Insignia will pay to Mr. Farkas a cash bonus equal to 1.0% of the consideration
received by Insignia and its stockholders as a result of such Material Asset
Disposition. However, in connection with the consummation of the Merger,
Mr. Farkas was entitled to receive a cash bonus equal to 1% of the
consideration received by Former Parent and its stockholders. Accordingly,
Insignia paid Mr. Farkas $5,049,000 after the consummation of the Merger. In
addition, the Farkas Employment Agreement also provided for payment of a
pro-rated portion of the 1997 bonus that Mr. Farkas received from Former
Parent, based on the period from January 1, 1998 to the effective time of the
Merger, and therefore Mr. Farkas received $1,500,000.
To the extent Mr. Farkas would be subject to the excise tax under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on
amounts or benefits to be received from Insignia required to be included in the
calculation of parachute payments for purposes of Sections 280G and 4999 of the
Code, the amounts of any such payments will be automatically reduced to an
amount one dollar less than an amount that would subject Mr. Farkas to the
excise tax under Section 4999 of the Code, provided that the automatic
reduction would apply only if the
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reduced payments received by Mr. Farkas (after taking into account further
reductions for applicable taxes) would be greater than his unreduced payments,
after applicable taxes.
Stephen B. Siegel
Insignia, Insignia/ESG and Stephen B. Siegel are parties to an
employment agreement (the "Siegel Employment Agreement"), which expires on
December 31, 2002, subject to earlier termination or extension as provided for
in the Agreement. The Siegel Employment Agreement provides that Mr. Siegel
shall serve as President of Insignia and Chairman and Chief Executive Officer
of Insignia/ESG, among other duties. Under the Siegel Employment Agreement, Mr.
Siegel receives (i) a base annual salary of $1,000,000, (ii) 30% of all
promotional commission revenues earned, received and retained by Insignia/ESG
in respect of transactions as to which Mr. Siegel has rendered services
recognized by Insignia/ESG, and (iii) 50% of all net commissions in respect of
agency transactions as to which Mr. Siegel has rendered services recognized by
Insignia/ESG. The Siegel Employment Agreement also provides that Mr. Siegel
will receive, for each year or part thereof during the employment term, an
amount (up to a maximum of $400,000 annually) equal to 0.6% of the gross
commissions earned, received and retained by Insignia/ESG, but only to the
extent that Insignia/ESG and all of its wholly-owned subsidiaries meet or
exceed its annual Net EBITDA (as defined below) budget, as established by
Insignia's Compensation Committee, after reduction for all bonus compensation
paid to employees of Insignia/ESG (including the imputed bonus of Mr. Siegel),
all Insignia/ESG overhead allocations and all other compensation paid to Mr.
Siegel, which annual Net EBITDA budget will be increased by Insignia's
Compensation Committee for each subsequent year by an amount of no more than
10% of the annual Net EBITDA budget for the immediately preceding year. "Net
EBITDA" means earnings before interest, taxes, depreciation and amortization,
computed in accordance with generally accepted accounting principles,
consistently applied. The Siegel Employment Agreement further provides that Mr.
Siegel will receive for each year an annual bonus of 10%, or such lesser
percentage as Insignia's Compensation Committee, in its sole and absolute
discretion, shall determine, of the increase in annual Net EBITDA, reduced by
all bonus compensation paid to the employees of Insignia/ESG (including the
imputed bonus of Mr. Siegel), all Insignia/ESG overhead allocations and all
compensation paid to Mr. Siegel over the annual Net EBITDA for the immediately
preceding year.
In addition, upon the consummation of a transaction resulting in a
change in the ownership of a majority of the issued and outstanding shares of
Common Stock and a change in the majority of the Insignia Board, Mr. Siegel is
entitled to receive a payment in the amount of 0.5% of the consideration
received by Insignia and its shareholders in such transaction (excluding the
assumption of liabilities), which payment is required to be made upon the
earlier of the termination of Mr. Siegel's employment with Insignia, other than
for cause or voluntary termination, or the expiration of the term of the Siegel
Employment Agreement.
Former Parent made a loan to Mr. Siegel in the amount of $1,000,000.
The loan, which was assumed by Insignia in connection with the Spin-Off, is
being forgiven ratably over a three-year period beginning July 1, 1998 provided
that Mr. Siegel remains employed by Insignia and is not in material breach of
the Siegel Employment Agreement. In addition, Insignia/ESG has purchased, at
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Insignia/ESG's expense, term life insurance on the life of Mr. Siegel with a
death benefit of $5,000,000, the beneficiaries of which are designated by Mr.
Siegel.
The Siegel Employment Agreement provides that Mr. Siegel will not
compete with either Insignia or Insignia/ESG for two years after the
termination of the Siegel Employment Agreement. Upon Mr. Siegel's death,
Insignia or Insignia/ESG is required to pay Mr. Siegel's estate $1,000,000 per
annum during the remaining term of the Siegel Employment Agreement, not to
exceed one year. If Mr. Siegel is terminated for cause (as defined in the
Siegel Employment Agreement), Insignia and Insignia/ESG is required to pay Mr.
Siegel his base salary, as in effect, up to and including the date on which the
termination occurred. If Mr. Siegel is terminated without cause, Mr. Siegel may
elect to either observe the non-compete agreement and receive the compensation
provided for in the Siegel Employment Agreement until December 31, 2002 or
accept other employment that violates the non-compete provision and receive
$1,000,000 per year until December 31, 2002, less the aggregate compensation
payable to him for such new employment.
Upon the consummation of the Spin-Off, certain options granted to Mr.
Siegel by Former Parent to purchase shares of Class A Common Stock of Former
Parent were assumed by Insignia.
Pursuant to the Siegel Employment Agreement, on September 21, 1998 Mr.
Siegel received a grant of options to purchase 100,000 shares of Common Stock.
In addition, Insignia has made a loan to Mr. Siegel in the amount of $999,999
to purchase shares of Common Stock which loan is secured by such shares
purchased (see Item 13 herein, Certain Relationships and Related Transactions).
James A. Aston, Frank M. Garrison and Ronald Uretta
Messrs. James A. Aston, Frank M. Garrison and Ronald Uretta are
employed by Insignia pursuant to employment agreements with Insignia, effective
as of September 21, 1998 (the "Executive Employment Agreements"), which provide
for Mr. Aston to serve as Chief Financial Officer of Insignia, for Mr. Garrison
to serve as Executive Managing Director (Mergers & Acquisitions and Investment
Banking) of Insignia and for Mr. Uretta to serve as Chief Operating Officer of
Insignia until September 22, 2002 (the "Expiration Time") or such earlier date
as provided therein. Mr. Garrison's current title is member of the Office of
the Chairman of Insignia. Mr. Uretta receives a base salary of $500,000 per
year and Messrs. Aston and Garrison each receive a base salary of $400,000 per
year, in each case subject to such discretionary increases as may be determined
by the Insignia Board, and a bonus to be determined annually by the Insignia
Board. Messrs. Aston, Garrison and Uretta also are entitled to certain
perquisites. Messrs. Aston, Garrison and Uretta each has agreed that for one
year after the termination of his Executive Employment Agreement, he will not
solicit business from any of Insignia's customers or clients with whom he has
had "material contact" (as defined in the Executive Employment Agreements)
during the twelve month period preceding the date of cessation of his
employment with Insignia, and he will neither solicit employees of Insignia to
work for any direct competitor of Insignia nor purchase any limited partner
units of partnerships controlled directly or indirectly by Insignia for two
years after the termination of his Executive Employment Agreement.
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Each of the Executive Employment Agreements provides that it will be
terminated in the event that any of Messrs. Aston, Garrison or Uretta, as
applicable, is disabled during his employment with Insignia, whereupon Insignia
is required to pay his salary through the Expiration Time and to pay all
bonuses to be paid upon the occurrence of a Significant Transaction or a
Material Asset Disposition (as described below) if the event giving rise to
such payment occurs, or a definitive agreement regarding such event is
executed, before or within 180 days after such termination. If any of Messrs.
Aston, Garrison or Uretta, as applicable, dies during the term of his Executive
Employment Agreement, Insignia is required to pay to his estate his salary
through the Expiration Time, and to pay all bonuses to be paid upon the
occurrence of a Significant Transaction or a Material Asset Disposition if the
event giving rise to such payment occurs, or a definitive agreement regarding
such event is executed, before or within 180 days after his death. If any of
Messrs. Aston, Garrison or Uretta, as applicable, is terminated without cause,
Insignia is required to pay his salary and all bonuses to be paid upon the
occurrence of a Significant Transaction or a Material Asset Disposition through
the Expiration Time. Upon termination without cause, or due to Messrs. Aston's,
Garrison's or Uretta's death or disability, all options and warrants granted to
Messrs. Aston, Garrison or Uretta, as applicable, will immediately vest and be
exercisable.
Upon the occurrence of a Significant Transaction, Messrs. Aston,
Garrison and Uretta each may elect to convert his Executive Employment
Agreement into a consulting agreement with substantially the same terms and
conditions, except that the consulting services provided by each of Messrs.
Aston, Garrison and Uretta shall be provided to Insignia at reasonable times
convenient to each of them on no less than five business days' notice. The
Executive Employment Agreements also provide that upon the occurrence of a
Material Asset Disposition, Insignia is required to pay each of Messrs. Aston,
Garrison and Uretta a cash bonus equal to 0.5% (or 0.25% if the Executive
Employment Agreements are converted to consulting agreements) of the
consideration received by Insignia and its stockholders as a result of such
Material Asset Disposition. However, in connection with the consummation of the
Merger, each of Messrs. Aston, Garrison and Uretta were entitled to a cash
bonus equal to 0.25% of the consideration received by Former Parent and its
stockholders. Accordingly, Insignia paid each of Messrs. Aston, Garrison and
Uretta $1,262,250 after the consummation of the Merger. In addition, the
Executive Employment Agreements also provided for payment of a pro-rated
portion of the 1997 bonus that each of Messrs. Aston, Garrison and Uretta
received from Former Parent, based on the period from January 1, 1998 to the
effective time of the Merger, and therefore Messrs. Aston, Garrison and Uretta
each received $375,000.
To the extent Messrs. Aston, Garrison or Uretta would be subject to
the excise tax under Section 4999 of the Code on amounts or benefits to be
received from Insignia required to be included in the calculation of parachute
payments for purposes of Sections 280G and 4999 of the Code, the amounts of any
such payments will be automatically reduced to an amount one dollar less than
an amount that would subject Messrs. Aston, Garrison or Uretta, as applicable,
to the excise tax under Section 4999 of the Code, provided that the automatic
reduction would apply only if the reduced payments received by Messrs. Aston,
Garrison or Uretta (after taking into account further reductions for applicable
taxes) would be greater than the unreduced payments to be received by Messrs.
Aston, Garrison or Uretta, after applicable taxes.
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<PAGE>
COMPENSATION RELATING TO INSIGNIA'S EQUITY CO-INVESTMENTS IN REAL ESTATE
Insignia operates an equity co-investment program which identifies
investment opportunities for select clients and invests along side those
clients in the ownership of qualifying properties. Certain executives of
Insignia participate in the equity co-investment program and are entitled to
proceeds resulting from the sale of investment properties. During fiscal 1998,
Messrs. Aston, Garrison and Uretta received payments in connection with the
equity co-investment program which are identified in the notes to the Summary
Compensation Table.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, Messrs. Denison and Zelnick (non-employee directors)
served as members of the Insignia Compensation Committee. None of the Insignia
Compensation Committee members or executive officers have any relationships
required to be disclosed under this caption.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 15, 1999, certain
information with respect to shares of Common Stock beneficially owned by each
of Insignia's directors, by each of the Named Executive Officers, by all of its
directors and executive officers as a group and by persons who are known to the
Company to be the beneficial owners of more than five percent of the issued and
outstanding shares of Common Stock. Such persons have sole voting power and
sole dispositive power with respect to all shares set forth in the table unless
otherwise specified in the footnotes to the table.
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<PAGE>
<TABLE>
<CAPTION>
NAME, ADDRESS AND NATURE NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNERSHIP BENEFICIALLY OWNED CLASS
----------------------- ------------------ -----
<S> <C> <C>
Andrew L. Farkas 1,779,930(1) 8.2%
Insignia Financial Group, Inc.
200 Park Avenue
New York, New York 10166
Capital Group International, Inc. 2,314,460(2) 10.7%
11100 Santa Monica Boulevard
Los Angeles, CA 90025
Capital Research and Management Company 1,087,700(3) 5.0%
333 South Hope Street
Los Angeles, CA 90071
Gotham Partners, L.P. 1,334,946(4) 6.2%
110 East 42nd Street
New York, New York 10017
J. & W. Seligman & Co. Incorporated 1,557,441(5) 7.2%
William C. Morris
100 Park Avenue
New York, New York 10017
Robert J. Denison 251,730(6) 1.2%
Robin L. Farkas 292,801(7) 1.4%
James A. Aston 65,074(8) *
Frank M. Garrison 28,193 *
Andrew J.M. Huntley 36,437(9) *
Robert G. Koen -- *
Stephen B. Siegel 190,233(10) *
Ronald Uretta 56,021(8) *
H. Strauss Zelnick 6,000 *
All directors and executive officers as a
group (12 individuals) 3,060,698 14.2%
</TABLE>
- --------------------
(*) Denotes less than 1%.
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<PAGE>
(1) Includes shares owned by (i) Metro Shelter Directives, Inc., (ii)
Metropolitan Asset Group, Ltd., (iii) M V, Inc., (iv) F III, Inc.,
(v) Metropolitan Partners I, L.P., and (vi) R.A.F. Resources, all of
which entities are directly or indirectly controlled by Mr. Farkas.
(2) Capital Group International, Inc. ("Capital") is the parent holding
company of a group of investment management companies. Capital does not
have investment power or voting power over any of the securities reported
herein. Capital Guardian Trust Company, a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934 and a wholly owned
subsidiary of Capital, is the beneficial owner of the reported shares as
a result of serving as the investment manager of various institutional
accounts. The foregoing is based upon a Schedule 13G/A filed by Capital
with the Securities and Exchange Commission dated March 9, 1999.
(3) Capital Research and Management Company is an investment adviser deemed
to be the beneficial owner of the reported shares as a result of acting
as investment adviser to various investment companies. The foregoing is
based upon a Schedule 13G filed by Capital Research and Management
Company with the Securities and Exchange Commission dated February 8,
1999.
(4) The number of shares of Common Stock reported to be beneficially owned by
Gotham Partners, L.P. is based upon a Schedule 13G filed by Gotham
Partners, L.P. with the Securities and Exchange Commission dated
October 12, 1998.
(5) J. & W. Seligman & Co. Incorporated ("JWS") is the beneficial owner of
the reported shares as a result of serving as an investment adviser.
William C. Morris, as the owner of a majority of the outstanding voting
securities of JWS, also may be deemed to beneficially own the reported
shares. The foregoing is based upon a Schedule 13G/A filed by JWS and Mr.
Morris with the Securities and Exchange Commission dated February 9,
1999.
(6) Includes (i) 89,066 shares held by First Security Associates L.P., a
limited partnership of which Mr. Denison is the sole general partner,
(ii) 133,332 shares held by First Security Company II, L.P., a limited
partnership of which Mr. Denison is the sole general partner, (iii) 266
shares held by First Security Management, Inc. ("FMS"), a corporation of
which Mr. Denison is the president and sole shareholder, and (iv) 29,066
shares held by First Security International Ltd., an investment fund for
which FMS serves as investment advisor..
(7) Includes 235,004 shares directly owned by R.A.F. Resources, of which
Mr. Farkas is a general partner, and 6,666 shares owned by Mr. Farkas'
wife, with respect to which Mr. Farkas disclaims beneficial ownership.
(8) Does not include shares of Common Stock owned by Metropolitan Partners
I, L.P., a limited partnership of which Mr. Aston and Mr. Uretta are
limited partners.
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<PAGE>
(9) Includes 7,834 shares subject to options which are or will become
exercisable within 60 days.
(10) Includes 90,583 shares subject to options which are or will become
exercisable within 60 days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Mr. Koen, who is a director of Insignia, is a partner in the law firm
Akin, Gump, Strauss, Hauer & Feld LLP, which represents Insignia or certain of
its affiliates from time to time.
Former Parent made a loan to Mr. Siegel in the amount of $1,000,000
pursuant to the terms of the Siegel Employment Agreement. The loan was assumed
by Insignia when Insignia assumed the Siegel Employment Agreement in connection
with the Spin-Off. The principal amount of the loan and interest thereon is
being forgiven ratably over a five year period which began on July 1, 1998. The
interest rate on Mr. Siegel's loan is the same as the interest rate applicable
to funds borrowed by Insignia on its revolving credit facility, which rate was
approximately 6.5% in December 1998. In November 1998, Insignia made a separate
loan, pursuant to the Insignia Financial Group, Inc. 1998 Supplemental Stock
Purchase and Loan Program (the "Supplemental Stock Purchase and Loan Program"),
of $999,999 to Mr. Siegel to purchase shares of Common Stock, which loan is
secured by such shares. Mr. Siegel has agreed to repay the principal amount of
the loan and interest thereon (at a rate of 7.5% per annum) in 40 equal
quarterly installments commencing on March 31, 1999 and ending on December 31,
2008.
In April 1998, Insignia made a loan in the amount of $132,500 (at a
rate of 8% per annum) to Adam B. Gilbert, Executive Vice President - Legal and
General Counsel of Insignia, as an advance to pay taxes in connection with the
vesting of a grant of 10,000 shares of Common Stock (which shares were
converted into shares of Insignia's Common Stock from shares of Former Parent's
Class A Common Stock upon consummation of the Spin-Off). Mr. Gilbert has repaid
the entire principal amount of the loan and all interest accrued thereon.
Pursuant to the Supplemental Stock Purchase and Loan Program, Insignia
made a loan in the amount of $100,000 to Andrew J.M. Huntley, a director and a
member of the Office of the Chairman of Insignia, to purchase shares of Common
Stock, which loan is secured by such shares. Mr. Huntley has agreed to repay
the principal amount of the loan and interest thereon (at a rate of 7.5% per
annum) in 40 equal quarterly installments commencing on March 31, 1999 and
ending on December 31, 2008.
For a description of the Merger, the Spin-Off and related
transactions, see Items 1 and 5 of the Form 10-K and the notes to the
Consolidated and Combined Financial Statements for the year ended December 31,
1998 contained in the Form 10-K.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 FINANCIAL GROUP, INC.
Date: April 30, 1999 /s/ Adam B. Gilbert
-------------------
Adam B. Gilbert
Executive Vice President,
General Counsel and Secretary
