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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 1, 1998
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Date of Report (Date of earliest event reported)
CONSOLIDATED CAPITAL GROWTH FUND
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(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 0-8639 94-2382571
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(State of Organization) (Commission File Number) (IRS Employer
Identification No.)
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
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(Address of Registrant's Principal Executive Office) (Zip Code)
(303) 757-8101
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(Registrant's telephone number, including area code)
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 1, 1998, Apartment Investment and Management Company, a
Maryland corporation ("AIMCO"), completed the merger of Insignia Financial
Group, Inc., a Delaware corporation ("Insignia"), with and into AIMCO, with
AIMCO being the surviving corporation (the "Insignia Merger"). Pursuant to the
Amended and Restated Agreement and Plan of Merger, dated as of May 26, 1998, by
and among AIMCO, AIMCO Properties, L.P., Insignia and Insignia/ESG Holdings,
Inc., each share of Insignia outstanding as of the effective time of the
Insignia Merger was converted into the right to receive 0.262 shares of AIMCO
Class E Cumulative Preferred Stock, par value $.01 per share, of AIMCO (the
"Class E Preferred Stock"). AIMCO will issue approximately 8.9 million shares of
its Class E Preferred Stock to the former Insignia stockholders. As a result of
the Insignia Merger, AIMCO acquired approximately 51% of the outstanding common
shares of beneficial interest, par value $.01 per share ("IPT Shares"), of
Insignia Properties Trust, a Maryland real estate investment trust ("IPT").
ConCap Equities, Inc., which is the general partner (the "General Partner") of
Consolidated Capital Growth Fund, is a wholly-owned subsidiary of IPT.
Also, effective October 1, 1998, IPT and AIMCO entered into an
Agreement and Plan of Merger (the "IPT Merger Agreement"), pursuant to which IPT
is to be merged with and into AIMCO or a subsidiary of AIMCO (the "IPT Merger").
The IPT Merger Agreement provides that, upon consummation of the IPT Merger, IPT
shareholders will receive $13.25 per share in cash or $13.28 per share in shares
of Class A Common Stock, par value $.01 per share of AIMCO, at AIMCO's option,
as more fully provided therein. The transactions contemplated by the IPT Merger
Agreement are subject to certain conditions. The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares. AIMCO has
indicated that it expects to vote all of the IPT Shares owned by it in favor of
the IPT Merger, and accordingly IPT shareholder approval is assured.
Under the IPT Merger Agreement, AIMCO has agreed to vote all IPT
Shares owned by it and its subsidiaries in favor of the IPT Merger, and in
connection therewith AIMCO has granted an irrevocable limited proxy to Andrew L.
Farkas, James A. Aston and Frank M. Garrison to vote the IPT Shares owned by
AIMCO and its subsidiaries in favor of the IPT Merger (the "Irrevocable Limited
Proxy").
The IPT Merger Agreement also provides that Andrew L. Farkas, James
A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrman will
continue to serve as trustees of IPT (collectively, the "Continuing Trustees")
until the earlier of the closing of the IPT Merger or the termination of the IPT
Merger Agreement. Pursuant to the IPT Merger Agreement and the Bylaws of IPT, a
majority of the Continuing Trustees must approve, among other things, the
following actions: (i) removal of a Continuing Trustee; (ii) termination of
IPT's independent auditors or the financial advisor or legal counsel for the IPT
Merger; (iii) all alternative proposals to acquire IPT or its subsidiaries; (iv)
amendment or waiver of any provision of (A) the IPT Merger Agreement, (B) the
Fourth Amended and Restated Agreement of Limited Partnership of Insignia
Properties, L.P., (C) the Declaration of Trust of IPT or (D) the Bylaws of IPT;
(v) modification of the powers of the Continuing Trustees, and (vi) making of
loans by IPT or its subsidiaries to AIMCO or its subsidiaries. The Continuing
Trustees' special powers terminate on the earliest to occur of (i) the IPT
Merger, (ii) January 1, 2002 or (iii) the sooner termination of the IPT Merger
Agreement under certain circumstances.
In connection with the execution of the IPT Merger Agreement, AIMCO
and certain shareholders of IPT entered into an agreement, dated October 1, 1998
(the "Shareholder's Agreement"), whereby AIMCO agreed that, following a
termination of the IPT Merger Agreement under certain circumstances, it will
vote its IPT Shares as follows: for the first two annual meetings of IPT
Shareholders following such a termination, in favor of designees of the
Continuing Trustees so that such designees constitute a majority of the trustees
of the IPT Board, and thereafter in favor of designees of the Continuing
Trustees so that such designees constitute one less than a majority of the
trustees of the IPT Board. The Shareholder's Agreement remains in effect as long
as
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AIMCO and/or its affiliates own at least 10% of the outstanding IPT Shares, but
terminates upon consummation of the IPT Merger.
The summary description above of each of the IPT Merger Agreement,
Irrevocable Limited Proxy and Shareholder's Agreement is qualified in its
entirety by reference to Exhibits 2.1, 99.1 and 99.2 attached hereto, each of
which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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2.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and between
AIMCO and IPT.
3.2 Second Amended and Restated Bylaws of IPT, dated October 2, 1998.
99.1 Irrevocable Limited Proxy, dated October 1, 1998, granted by AIMCO to
Andrew L. Farkas, James A. Aston and Frank M. Garrison.
99.2 Shareholder's Agreement, dated October 1, 1998, among AIMCO, Andrew L.
Farkas, James A. Aston and Frank M. Garrison.
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SIGNATURES
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 hereunto duly authorized.
CONSOLIDATED CAPITAL GROWTH FUND
By: CONCAP EQUITIES, INC.,
its General Partner
By: /s/ Patrick J. Foye
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Name: Patrick J. Foye
Title: Executive Vice President
Date: October 16, 1998
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and between AIMCO
and IPT (incorporated by reference to Exhibit 2.1 of IPT's Current Report on Form 8-K,
File No. 1-14179, dated October 1, 1998).
3.2 Second Amended and Restated Bylaws of IPT, dated October 2, 1998 (incorporated by
reference to Exhibit 3.2 of IPT's Current Report on Form 8-K, File No. 1-14179, dated
October 1, 1998).
99.1 Irrevocable Limited Proxy, dated October 1, 1998, among AIMCO, Andrew L. Farkas,
James A. Aston and Frank M. Garrison (incorporated by reference to Exhibit 99.1
of IPT's Current Report on Form 8-K, File No. 1-14179, dated October 1, 1998).
99.2 Shareholder's Agreement, dated October 1, 1998, among AIMCO, Andrew L. Farkas,
James A. Aston and Frank M. Garrison (incorporated by reference to Exhibit 99.2 of
IPT's Current Report on Form 8-K, File No. 1-14179, dated October 1, 1998).
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