SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No.3)
______________________
National Property Investors II
(Name of the Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
______________________
John K. Lines, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC 29602
(864) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box _____.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover shall not be deemed to
be "filed" for the purpose of Section 18 of the
1
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Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
2
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1. Name of Reporting Person
Insignia Financial Group, Inc.
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
2. Check the Appropriate Box if a Member of a Group
(a) __________
(b) _____X____
3. SEC Use Only
4. Sources of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
22,886.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
22,886.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
22,886.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
50.1%
14. Type of Reporting Person
CO
3
<PAGE>
1. Name of Reporting Person
Insignia Properties, L.P.
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
2. Check the Appropriate Box if a Member of a Group
(a) __________
(b) _____X____
3. SEC Use Only
4. Sources of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
22,886.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
22,886.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
22,886.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
50.1%
14. Type of Reporting Person
PN
4
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1. Name of Reporting Person
Andrew L. Farkas
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
2. Check the Appropriate Box if a Member of a Group
(a) __________
(b) _____X____
3. SEC Use Only
4. Sources of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
None
8. Shared Voting Power
22,886.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
22,886.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
22,886.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
50.1%
14. Type of Reporting Person
IN
5
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1. Name of Reporting Person
Insignia Commercial Group, Inc.
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
2. Check the Appropriate Box if a Member of a Group
(a) __________
(b) _____X____
3. SEC Use Only
4. Sources of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
22,886.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
22,886.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
22,886.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
50.1%
14. Type of Reporting Person
CO
6
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1. Name of Reporting Person
Insignia Properties Trust
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
2. Check the Appropriate Box if a Member of a Group
(a) __________
(b) _____X____
3. SEC Use Only
4. Sources of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
22,886.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
22,886.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
22,886.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
50.1%
14. Type of Reporting Person
OO
7
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The undersigned hereby amend the statement on Schedule 13D filed on their
behalf on August 29, 1995 with the Securities and Exchange Commission and
amended on January 30, 1996 and February 28, 1996. This amendment is being filed
as a result of the mergers, on December 19, 1996, of Insignia NPI, L.L.C., a
Delaware limited liability company ("Insignia LLC"), with and into Insignia
Properties, L.P., a Delaware limited partnership ("IPLP"), and of Insignia
Properties Corporation, a Delaware corporation ("IPC"), with and into Insignia
Properties Trust, a Maryland real estate investment trust ("IPT"). Insignia LLC
and IPC were reporting persons on the Schedule 13D, as previously amended, and
as a result of the mergers are replaced as reporting persons by IPLP and IPT,
respectively, the surviving entities in the mergers.
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, this
first electronic amendment to a paper format Schedule 13D restates the entire
text of the Schedule 13D, but previously filed paper exhibits are not being
restated.
Item 1. Security and Issuer
The name of the issuer is National Property Investors II, a California
limited partnership (the "Partnership"), and the address of its principal
executive offices is c/o Insignia Financial Group, Inc., One Insignia Financial
Plaza, P.O. Box 1089, Greenville, South Carolina 29602. The Partnership's
general partner is NPI Equity Investments, Inc., a Florida corporation (the
"General Partner"). The title and class of equity securities to which this
statement relates is the Partnership's Units of Limited Partnership Interest
("Units").
Item 2. Identity and Background
The names and business addresses of the persons filing this statement are:
(i) Insignia Financial Group, Inc., a Delaware corporation ("Insignia"), with
offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602;
(ii) Insignia Commercial Group, Inc., a Delaware corporation ("ICGI"), with
offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602;
(iii) Insignia Properties Trust, a Maryland real estate investment trust
("IPT"), with offices at One Insignia Financial Plaza, P.O. Box 1089,
Greenville, SC 29602; (iv) Insignia Properties, L.P., a Delaware limited
partnership ("IPLP"), with offices at One Insignia Financial Plaza, P.O. Box
1089, Greenville, SC 29602; and (v) Mr. Andrew L. Farkas, a United States
citizen who is the Chairman, Chief Executive Officer and President of Insignia
and who has an office c/o Insignia (Mr. Farkas, together with Insignia, ICGI,
IPT and IPLP are collectively referred to as the "Reporting Persons"). The
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name, business address, present principal occupation or employment and
citizenship of each director and executive officer of Insignia, ICGI, IPT and
IPLP, other than Mr. Farkas, (collectively the "Other Officers and Directors")
have been set forth in Schedule I. During the past five years no Reporting
Person nor, to the best knowledge of the Reporting Persons, any Other Officer
and Director has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction which resulted in
him or it being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Insignia is a fully integrated real estate services organization which performs
property management, asset management, investor services, partnership
administration, mortgage banking, and real estate investment banking services
for various ownership entities, including approximately 900 limited partnerships
having approximately 400,000 limited partners. It is the largest manager of
multifamily residential properties in the United States, managing approximately
283,000 residential units similar to those owned by the Partnership, and is a
significant manager of commercial property, managing more than 107,000,000
square feet of retail and commercial space. These properties are located in
approximately 500 cities and 48 states. Insignia is a public company whose stock
is traded on the New York Stock Exchange under the symbol IFS. It specializes in
asset value maximization in securitized real estate entities such as the
Partnership.
Insignia LLC was merged with and into IPLP on December 19, 1996. The
Managing Member of Insignia LLC was IPC. ICGI was also a Member of Insignia LLC.
Pursuant to the merger, IPC's 99% membership interest in Insignia LLC was
cancelled in exchange for a 99% general partner interest in IPLP, and ICGI's 1%
membership interest in Insignia LLC was cancelled in exchange for a 1% limited
partner interest in IPLP. As a result of the merger all of the Units
beneficially owned by Insignia LLC are now beneficially owned by IPLP, and IPLP
has become a Reporting Person.
Following the merger of Insignia LLC into IPLP, IPC merged with and into
IPT on December 19, 1996. As a result of this merger, IPT now holds the 99%
general partner interest in IPLP formerly held by IPC, and IPT has become a
Reporting Person.
Item 3. Sources and Amount of Funds or Other Consideration
All of the funds used in making the purchase of the Units and Unit loans
(as described in Item 5(c) below), $2,094,225, were drawn under a revolving
credit facility established by a
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syndicate of lenders for the benefit of Insignia Financial Group, Inc., with
First Union National Bank of South Carolina as Administrative Agent and Lehman
Commercial Paper, Inc., as Syndication Agent.
Item 4. Purpose of Transaction
On August 17, 1995, Insignia and certain affiliates (collectively, the
"Buyer") entered into the Partnership Units Purchase Agreement, the NPI Inc.
Stock Purchase Agreement and certain related agreements (the Partnership Units
Purchase Agreement and the NPI Inc. Stock Purchase Agreement are collectively
referred to as the "Purchase Agreements") with National Property Investors Inc.,
a Delaware corporation ("NPI Inc."), DeForest Ventures I L.P., a Delaware
limited partnership ("Ventures I"), DeForest Ventures II L.P., a Delaware
limited partnership ("Ventures II"), and certain affiliates (collectively,
"NPI"). Pursuant to the terms and conditions of the Purchase Agreements, upon
the closing of the transactions contemplated by the Purchase Agreements, Buyer
acquired (a) all of the units of limited partnership interest in 14 public real
estate limited partnerships held by NPI (the "public partnerships"), including
the Partnership, (b) all of the issued and outstanding common stock of NPI Inc.,
which in turn controls, directly or indirectly, the General Partner and the
general partners of the other public partnerships, and (c) all of the general
and limited partnership interests of two affiliates of NPI which provide real
estate management services. The aggregate purchase price paid at the closing was
approximately $116,000,000, subject to certain purchase price adjustments as
provided for in the Purchase Agreements, including a reduction for payment by
the Buyer of any amounts borrowed by Ventures I and Ventures II from PaineWebber
Real Estate Securities Inc. ("PaineWebber") which remained unpaid on the date of
the closing. In connection with the execution of the Purchase Agreements, an
affiliate of Insignia entered into a participation agreement with PaineWebber
pursuant to which it purchased from PaineWebber a subordinated participation in
the senior financing provided by PaineWebber to Ventures I and Ventures II for
an aggregate purchase price equal to $16,239,296.
On January 19 and 22, 1996, the closing of the transactions contemplated by
the Purchase Agreements and other related agreements occurred.
Reference is made to Item 2 above.
Item 5. Interest in Securities of the Issuer
a. The Reporting Persons may be deemed to be the beneficial owner of the
aggregate number of Units set forth in Row 11 of the
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Cover Page, equalling the percentage ownership set forth in Row 13 of the Cover
Page. Mr. Farkas is the Chairman, Chief Executive Officer and President of
Insignia and is the beneficial owner of approximately 28.4% of its outstanding
common stock. Accordingly, Mr. Farkas may be deemed to control Insignia and to
beneficially own the Units to the extent that Insignia may be deemed to
beneficially own such Units.
b. See Item 4.
c. On January 19, 1996, Insignia LLC purchased 21,706.8063 Units of the
Issuer and Unit loans secured by 805.1937 Units then held by certain third
parties. On January 30, 1996, Insignia LLC foreclosed on the Unit loans and
thereby acquired the 805.1937 Units securing those loans. Insignia LLC paid
approximately $94.93 per unit for the Units.
On January 22, 1996, in connection with the closing of transactions
contemplated by the Management Purchase Agreement, Insignia LLC acquired the
general partnership interest in Ventures II, and an affiliate of the Reporting
Persons acquired indirect control of the limited partnership interests in
Ventures II. Because Ventures II directly holds 805.1937 units of the Issuer
(the "Excess Units"), the Reporting Persons could be deemed to beneficially own
the Excess Units. No portion of the purchase price paid for such interests was
allocated to the Excess Units.
d. See Item 4
e. As a result of the mergers described in Item 2 above, Insignia LLC and
IPC ceased to be a beneficial owners of more than 5% of the securities described
by this Schedule 13D, and IPLP and IPT became beneficial owners of the
securities described by this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits
(a) Joint Filing Agreement, dated as of August 28, 1995.
(b) Partnership Units Purchase Agreement, dated as of August 17, 1995,
among Insignia, Insignia LLC, Riverside, Ventures I, Ventures II and the other
parties named therein.
(c) NPI Inc. Stock Purchase Agreement, dated as of August 17, 1995, among
Insignia, IFGP and the other parties named therein.
(d) Joint Filing Agreement, dated as of January 30, 1996
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(e) Press Release, dated January 22, 1996
(f) Credit Agreement, dated as of December 11, 1995, among Insignia
Financial Group, Inc., First Union National Bank of South Carolina, and Lehman
Commercial Paper, Inc., incorporated by reference to Exhibit 10.1 to the Form
8-K filed by Insignia Financial Group, Inc. with the Securities and Exchange
Commission on January 30, 1996.
(g) Joint Filing Agreement, dated as of February 20, 1996.
*(h) Joint Filing Agreement, dated January 10, 1997.
* Filed herewith.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 15, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES, L.P.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President
ANDREW L. FARKAS
/s/ Andrew L. Farkas
--------------------
INSIGNIA COMMERCIAL GROUP, INC.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President and Secretary
INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President
13
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EXHIBIT INDEX
Exhibit Description Page
99.1 Joint Filing Agreement 15
14
EXHIBIT h
Agreement of Filing of Schedule 13D
Each of the undersigned hereby agrees that the Amendment No. 3 to Schedule
13D dated January 10, 1997, to which this Agreement is attached as Exhibit h,
may be filed on behalf of each such person.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Dated: January 10, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES, L.P.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President
ANDREW L. FARKAS
/s/ Andrew L. Farkas
--------------------
INSIGNIA COMMERCIAL GROUP, INC.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President and Secretary
15
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INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President
16
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SCHEDULE I
Insignia Financial Group, Inc.
DIRECTORS*
Andrew L. Farkas
Chairman of the Board of Directors,
President and Chief Executive Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Robert J. Denison
First Security Management, Inc.
375 Park Avenue
Suite 3303
New York, New York 10158
Robin L. Farkas
730 Park Avenue
New York, New York 10021
Merril M. Halpern
Chairman of the Board and
Co-Chief Executive Officer
Charterhouse Group International, Inc.
535 Madison Avenue
28th Floor
New York, New York 10022
Robert G. Koen
Partner
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
Michael I. Lipstein
Self-Employed
Michael I. Lipstein Associates
110 East 59t Street
Suite 3201
New York, New York 10022
__________________________________
* Each individual is a United States Citizen
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DIRECTORS*(cont.)
Buck Mickel
Chairman of the Board and CEO
RSI Holdings, Inc.
Mailing Address:
Fluor Daniel Corporation
301 N. Main Street
5th Floor
Greenville, South Carolina 29601
_____________________________________
* Each individual is a United States Citizen
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EXECUTIVE OFFICERS* (other than those listed
above who are also serving as directors)
James A. Aston
Office of the Chairman and Chief
Financial Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Frank M. Garrison
Executive Managing Director; and
President, Financial Services Division
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Jeffrey L. Goldberg
Managing Director, Investment Banking
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Edward S. Gordon
Office of the Chairman; and Chairman,
Edward S. Gordon Company, Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Albert H. Gossett
Senior Vice President and Chief
Information Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Henry Horowitz
Executive Managing Director; and
President, Insignia Commercial Group Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
_____________________________________
* Each individual is a United States Citizen
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EXECUTIVE OFFICERS* (cont.)
William H. Jarrard, Jr.
Managing Director,
Partnership Administration
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Neil J. Kreisel
Executive Managing Director; and
President, Insignia Management
Services - New York Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
John K. Lines
General Counsel and Secretary
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Martha L. Long
Controller
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Stephen C. Schoenbachler
Senior Vice President, Asset Management
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Thomas R. Shuler
Executive Managing Director; and
President, Management Services Division
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
____________________________________
* Each individual is a United States Citizen
20
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EXECUTIVE OFFICERS* (cont.)
Stephen B. Siegel
Executive Managing Director; and
President, Edward S. Gordon
Company, Incorporated
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Ronald Uretta
Chief Operating Officer and Treasurer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
____________________________________
* Each individual is a United States Citizen
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Insignia Properties Trust
TRUSTEES*
Frank M. Garrison
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Andrew L. Farkas
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
James A. Aston
President, Insignia Properties Trust
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
EXECUTIVE OFFICERS* (other than those listed above
who are also serving as trustees)
John K. Lines
Vice President
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Scott Kester
Vice President
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Ronald Uretta
Chief Financial Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
____________________________________
* Each individual is a United States Citizen
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Insignia Commercial Group, Inc.
DIRECTORS*
Andrew L. Farkas
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Henry Horowitz
President, Insignia Commercial Group, Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
EXECUTIVE OFFICERS* (other than those listed above
who are also serving as directors)
John K. Lines
Vice President and Secretary
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Ronald Uretta
Vice President and Treasurer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Kelly M. Buechler
Assistant Secretary
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
_____________________________________
* Each individual is a United States Citizen.
