<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 10)
---------------------------------
CENTURY PROPERTIES FUND XIV
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number)
---------------------------------
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
---------------------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
---------------------------------
OCTOBER 1, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
- -------------------------------------------------------------------------------
(Continued on following pages)
(Page 1 of 21 Pages)
<PAGE> 2
<TABLE>
<CAPTION>
CUSIP No. NONE 13D/A Page 2 of 21
--------
=============================================================================================================
<S> <C>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
MADISON RIVER PROPERTIES, L.L.C.
- -------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[x]
- -------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 2,925.5715
-----------------------------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,925.5715
- -------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,556.6258
- -------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.6%
- -------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
=============================================================================================================
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
CUSIP No. NONE 13D/A Page 3 of 21
--------
=============================================================================================================
<S> <C>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO PROPERTIES, L.P.
- -------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[x]
- -------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 29,556.6258
-----------------------------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
29,556.6258
- -------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,556.6258
- -------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.6%
- -------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
=============================================================================================================
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
CUSIP No. NONE 13D/A Page 4 of 21
----
============================================================================================================
<S> <C>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO-GP, INC.
- ------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[x]
- ------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- ------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- ------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 29,556.6258
WITH
- ------------------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
29,556.6258
- ------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,556.6258
- ------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.6%
- -------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
============================================================================================================
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
CUSIP No. NONE 13D/A Page 5 of 21
============================================================================================================
<S> <C>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
I.R.S. # 84-1259577
- ------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[x]
- ------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- ------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
- ------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ----------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 29,556.6258
----------------------------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
29,556.6258
- ------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,556.6258
- ------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.6%
- ------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
============================================================================================================
</TABLE>
<PAGE> 6
AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10, which relates to the units of limited
partnership interest ("Units") in Century Properties Fund XIV, a California
limited partnership (the "Partnership"), amends and supplements the Statement
on Schedule 13D (as amended through the date hereof, the "Statement")
previously filed with the Commission by Insignia Financial Group, Inc.
("Insignia"). This Amendment No. 10 is being filed to report information
regarding the changes in beneficial ownership of the Units that occurred as a
result of the merger (the "AIMCO Merger") of Insignia, including its
controlling interest in Insignia Properties Trust ("IPT"), with and into
Apartment Investment and Management Company, a Maryland corporation ("AIMCO"),
with AIMCO being the surviving corporation, on October 1, 1998. Accordingly,
this Amendment No. 10 relates to Units beneficially owned by Madison River
Properties, L.L.C., a Delaware limited liability company ("Madison River"),
AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO OP"), AIMCO-GP,
Inc., a Delaware corporation ("AIMCO-GP"), and AIMCO (Madison River, AIMCO OP,
AIMCO-GP and AIMCO are sometimes collectively referred to in this Statement as
the "Reporting Persons").
The following Items of the Statement are hereby supplemented
and/or amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Following the AIMCO Merger, AIMCO OP, AIMCO-GP and
AIMCO became beneficial owners of the Units. The principal business address of
each of the Reporting Persons is located at 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222.
As of September 30, 1998, AIMCO owns an approximately 89%
controlling interest in AIMCO OP through its wholly-owned subsidiaries,
AIMCO-LP, Inc., a Delaware corporation ("AIMCO-LP"), and AIMCO-GP. AIMCO-LP is
a limited partner of AIMCO OP (owning approximately 88% of the total equity
interests) and AIMCO-GP is the sole general partner of AIMCO (owning
approximately 1% of the total equity interests). The principal business of
AIMCO OP is to own and operate multifamily residential properties. The
principal business of AIMCO-GP is to act as the sole general partner of AIMCO
OP. The directors and executive officers of AIMCO-GP, which is the general
partner of AIMCO OP, may be deemed to control the management of AIMCO OP.
AIMCO-GP's executive officers are the same as those of AIMCO and the two
directors of AIMCO-GP, Terry Considine and Peter K. Kompaniez, are also
directors of AIMCO. The name, business address, present principal occupation
or employment and citizenship of each director and executive officer of
AIMCO-GP and AIMCO are set forth in Schedule I to this Statement.
AIMCO was formed on January 10, 1994 and currently is one of
the largest owners and managers of multifamily apartment properties in the
United States, based on apartment unit data compiled by the National Multi
Housing Council as of January 1, 1998. As of October 1, 1998, AIMCO, through
its subsidiaries, owned or controlled 58,495 units in 209 apartment communities
and had an equity interest in 239,879 units in 1,335 apartment communities. In
addition, AIMCO managed 97,716 units in 759 apartment communities for third
parties and affiliates, for an aggregate portfolio of owned and managed
properties of 396,090 units in 2,303 apartment communities. The apartment
communities are located in 49 states, the District of Columbia and Puerto Rico.
AIMCO has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes. AIMCO conducts substantially all of its operations
through AIMCO OP and its subsidiaries.
On October 1, 1998, AIMCO acquired substantially all of
Insignia's residential assets and ownership interests (including its
controlling interest in IPT) pursuant to the AIMCO Merger. Insignia
6
<PAGE> 7
was a fully integrated real estate services organization specializing in the
ownership and operation of securitized real estate assets, and was the largest
manager of multifamily residential properties in the United States as of
January 1, 1998. As of the consummation of the AIMCO Merger, Insignia
provided, among other things, property and/or asset management services for
over 3,800 properties, including approximately 272,000 residential units.
Upon consummation of the AIMCO Merger, Madison River became a
wholly-owned subsidiary of AIMCO OP (as further described in Item 6 below), and
AIMCO OP was appointed managing member, and therefore replaced the previous
managers, of Madison River.
(d)-(e) During the past five years none of the Reporting
Persons, nor, to the best knowledge of the Reporting Persons, any of the
persons listed on Schedule I, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or 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.
ITEM 4. PURPOSE OF THE TRANSACTION.
Effective October 1, 1998 in connection with the AIMCO Merger,
AIMCO acquired a controlling interest in IPT, which in turn controls the
general partner of the Partnership (the "General Partner"). Upon consummation
of the AIMCO Merger, AIMCO appointed the directors and officers of AIMCO-GP
(which is a wholly-owned subsidiary of AIMCO) as the directors and officers of
the General Partner. In addition, AIMCO owns a majority of the company that
manages the Partnership's properties. The Reporting Persons intend that the
Partnership will continue its business and operations substantially as they are
currently being conducted.
In the near future, the Reporting Persons may acquire additional Units
or sell Units. Any acquisition may be made through private purchases, market
purchases or transactions effected on a so-called partnership trading board,
through one or more future tender or exchange offers, by merger, consolidation
or by any other means deemed advisable. Any acquisition may be for cash,
limited partnership interests in AIMCO OP or other consideration. The
Reporting Persons also may consider selling some or all of the Units they own
to persons not yet determined, which may include affiliates of AIMCO OP. AIMCO
OP may also buy the Partnership's properties, although it has no present
intention to do so. There can be assurance, however, that the Reporting
Persons will initiate or complete, or will cause the Partnership to initiate or
complete, any transaction during any specific time period or at all.
The Reporting Persons do not have any present plans or proposals which
relate to or would result in any material changes in the Partnership's
structure or business such as a merger, reorganization or liquidation. The
Reporting Persons have no present intention to cause the Partnership to sell
any of its properties or to prepay current mortgages within any specified time
period. A merger or other consolidation transaction and certain kinds of other
extraordinary transactions may require a vote of the limited partners of the
Partnership in accordance with the Partnership's Limited Partnership Agreement
or applicable state laws. The Reporting Persons' primary objective in
acquiring the Units is not to influence the vote on any particular transaction,
but rather to acquire additional interests in the Partnership at prices deemed
acceptable by the General Partner.
7
<PAGE> 8
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Madison River directly owns 2,925.5715 Units and
AIMCO OP directly owns 21,631.0543 Units (for an aggregate of 29,556.6258
Units), representing 4.5% and 41.1%, respectively, or a total of 45.6% of the
outstanding Units based on the 64,806 Units outstanding at October 1, 1998.
As a result of Insignia being merged with and into AIMCO, with
AIMCO being the surviving corporation, in the AIMCO Merger, AIMCO succeeded to
Insignia as the beneficial owner of the Units. Immediately following the AIMCO
Merger on October 1, 1998, IPLP and AIMCO OP entered into an Assignment and
Assumption Agreement (the "Assignment Agreement"), pursuant to which IPLP
transferred and assigned, among other things, its equity interest in Madison
River and the Units directly owned by IPLP to AIMCO OP. Accordingly, AIMCO OP
succeeded to IPLP as owner of the Units previously directly owned by IPLP and
Madison River became a wholly-owned subsidiary of AIMCO OP. AIMCO-GP and AIMCO
may be deemed to beneficially own the Units directly owned by AIMCO OP and
Madison River by reason of their relationship with AIMCO OP. AIMCO controls
AIMCO OP through its two wholly-owned subsidiaries, AIMCO-GP, which is the sole
general partner of AIMCO OP, and AIMCO-LP, which is a limited partner (owning
approximately 88% of the total equity interests) of AIMCO OP.
Accordingly, for purposes of this Statement: (i) Madison River
is reporting that it shares the power to vote or direct the vote and the power
to dispose or direct the disposition of 2,925.5715 Units directly owned by it;
(ii) AIMCO OP is reporting that it shares the power to vote or direct the vote
and the power to dispose or direct the disposition of the 26,631.0543 Units
directly owned by it and the 2,925.5715 Units directly owned by Madison River;
and (iii) AIMCO-GP and AIMCO are reporting that they each share the power to
vote or direct the vote and the power to dispose or direct the disposition of
the aggregate of 29,556.6258 Units directly owned by Madison River and AIMCO
OP.
(e) On January 28, 1998, Riverside Drive, L.L.C. was
dissolved and the Units directly owned by it were transferred to IPLP.
Following the AIMCO Merger and the subsequent assignment of the Units owned by
IPLP and IPLP's equity interest in Madison River to AIMCO OP pursuant to the
Assignment Agreement, on October 1, 1998, IPLP and IPT ceased to be beneficial
owners of the Units.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information in Item 5 and the Assignment Agreement, which
is attached hereto as Exhibit 7.1, is incorporated herein by reference.
In addition to the AIMCO Merger, effective October 1, 1998,
AIMCO and IPT entered into an agreement and plan of merger (the "IPT Merger
Agreement"), which provides for, among other things, (a) the merger of IPT with
and into AIMCO, with AIMCO being the surviving corporation, or (b) the merger
of a subsidiary of AIMCO with and into IPT, with IPT being the surviving
corporation (collectively, the "IPT Merger"). The IPT Merger Agreement
provides that, upon consummation of the IPT Merger, shareholders of IPT (the
"IPT Shareholders") will receive $13.25 per common share of beneficial
ownership, $.01 par value per share (the "Shares"), of IPT in cash, or $13.28
per Share in shares of common stock of AIMCO, at AIMCO's option.
The IPT Merger is subject to the approval of the IPT
Shareholders, regulatory approvals, and the satisfaction or waiver of various
other conditions. AIMCO has agreed to vote all Shares owned by it in favor of
the IPT Merger Agreement and the transactions contemplated thereby, and granted
8
<PAGE> 9
certain members of the Board of Trustees of IPT (the "IPT Board") an
irrevocable proxy (the "Irrevocable Limited Proxy") to vote all Shares held by
AIMCO at all meetings of IPT Shareholders, and in every written consent in lieu
of such meetings, in favor of approval of the IPT Merger and any matter that
could reasonably be expected to facilitate the IPT Merger. Each grantee under
the Irrevocable Limited Proxy explicitly agreed in writing to vote all Shares
subject to the Irrevocable Limited Proxy in favor of the IPT Merger. The
Irrevocable Limited Proxy will terminate upon the earlier of (a) January 1,
2002 and (b) the consummation of the IPT Merger.
The board of directors of AIMCO and the IPT Board may agree in
writing to terminate the IPT Merger Agreement without completing the IPT
Merger. The IPT Merger Agreement may also be terminated in certain other
circumstances.
If the IPT Merger is not completed, AIMCO will continue to
control the majority of outstanding Shares. However, certain transactions
involving AIMCO and IPT that occur between the effective time of the IPT Merger
and the termination of the IPT Merger Agreement between AIMCO and IPT,
including the acquisition by AIMCO of assets of IPLP and interests in
partnerships controlled by IPT (including the Partnership), will be unwound.
The IPT Merger Agreement also provides that Andrew L. Farkas,
James A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrmann
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 AIMCO and/or its affiliates own at least 10% of the
outstanding IPT Shares, but terminates upon consummation of the IPT Merger.
The information set forth above and in Item 2 is qualified in
its entirety by reference to the IPT Merger Agreement, Irrevocable Limited
Proxy, IPT Bylaws and Shareholder's Agreement, each of which is attached hereto
as Exhibits 7.2, 7.3, 7.4 and 7.5 and incorporated herein by reference.
9
<PAGE> 10
<TABLE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<S> <C> <C>
Exhibit 7.1 Assignment and Assumption Agreement, dated as of October 1, 1998, between IPLP and
AIMCO OP.
Exhibit 7.2 Agreement and Plan of Merger, dated as of October 1, 1998, by and between AIMCO and
IPT.
Exhibit 7.3 Irrevocable Limited Proxy, dated October 1, 1998, granted by AIMCO to Andrew L.
Farkas, James A. Aston and Frank M. Garrison.
Exhibit 7.4 Second Amended and Restated Bylaws of IPT, dated October 2, 1998.
Exhibit 7.5 Shareholder's Agreement, dated October 1, 1998, among AIMCO, Andrew L. Farkas, James
A. Aston and Frank M. Garrison.
Exhibit 7.6 Agreement of Joint Filing, dated November 6, 1998, among the Reporting Persons.
</TABLE>
10
<PAGE> 11
SIGNATURE
After due 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: November 6, 1998
MADISON RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
11
<PAGE> 12
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
12
<PAGE> 13
SCHEDULE I
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
AIMCO-GP AND AIMCO
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO-GP AND AIMCO. Set
forth in the table below are the name and the present principal occupations or
employment and the name, principal business and address of any corporation or
other organization in which such occupation or employment is conducted of each
of the directors and executive officers of AIMCO-GP and AIMCO. Unless
otherwise indicated, each person identified below is employed by AIMCO-GP and
AIMCO. The principal business address of each of AIMCO-GP and AIMCO and,
unless otherwise indicated, each person identified below, is 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222. The two directors of
AIMCO-GP are Terry Considine and Peter K. Kompaniez. All persons identified
below are United States citizens.
<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Terry Considine Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez Vice Chairman, President and Director
Thomas W. Toomey Executive Vice President - Finance and Administration
Joel F. Bonder Executive Vice President and General Counsel and Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
David L. Williams Executive Vice President - Property Operations
Harry G. Alcock Senior Vice President - Acquisitions
Troy D. Butts Senior Vice President and Chief Financial Officer
Martha Carlin Senior Vice President - Ancillary Services
Joseph DeTuno Senior Vice President - Property Redevelopment
Jack W. Marquardt Senior Vice President - Accounting
Leeann Morein Senior Vice President - Investor Services and Secretary
David O'Leary Senior Vice President - Buyers Access
R. Scott Wesson Senior Vice President - Chief Information Officer
Richard S. Ellwood Director; Chairman, Audit Committee
J. Landis Martin Director; Chairman, Compensation Committee
Thomas L. Rhodes Director
John D. Smith Director
</TABLE>
2. BIOGRAPHICAL INFORMATION. The following is a biographical
summary of the experience of the current directors and executive officers of
AIMCO-GP and AIMCO for the past five years or more. Directors of AIMCO are
identified by an asterisk.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
--- ---------------------------------------------
<S> <C>
Terry Considine* Mr. Considine has been Chairman of the Board of Directors and Chief
Executive Officer of AIMCO since July 1994. He is the sole owner of
Considine Investment Co. and prior to July 1994 was owner of
approximately 75% of Property Asset
</TABLE>
I-1
<PAGE> 14
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- --- --------------------------------------------
<S> <C>
Management, L.L.C., a Colorado limited
liability company, and its related
entities (collectively, "PAM"), one of
AIMCO's predecessors. On October 1, 1996,
Mr. Considine was appointed Co-Chairman
and director of Asset Investors Corp. and
Commercial Asset Investors, Inc., two
other public real estate investment
trusts, and appointed as a director of
Financial Assets Management, LLC, a real
estate investment trust manager. Mr.
Considine has been involved as a
principal in a variety of real estate
activities, including the acquisition,
renovation, development and disposition
of properties. Mr. Considine has also
controlled entities engaged in other
businesses such as television
broadcasting, gasoline distribution and
environmental laboratories. Mr.
Considine received a B.A. from Harvard
College, a J.D. from Harvard Law School
and is admitted as a member of the
Massachusetts Bar. Mr. Considine has had
substantial multifamily real estate
experience. From 1975 through July 1994,
partnerships or other entities in which
Mr. Considine had controlling interests
invested in approximately 35 multifamily
apartment properties and commercial real
estate properties. Six of these real
estate assets (four of which were
multifamily apartment properties and two
of which were office properties) did not
generate sufficient cash flow to service
their related indebtedness and were
foreclosed upon by their lenders, causing
pre-tax losses of approximately $11.9
million to investors and losses of
approximately $2.7 million to Mr.
Considine.
Peter K. Kompaniez* Mr. Kompaniez has been Vice Chairman,
President and a director of AIMCO since
July 1994. Since September 1993, Mr.
Kompaniez has owned 75% of PDI Realty
Enterprises, Inc., a Delaware corporation
("PDI"), one of AIMCO's predecessors, and
serves as its President and Chief
Executive Officer. From 1986 to 1993, he
served as President and Chief Executive
Officer of Heron Financial Corporation
("HFC"), a United States holding company
for Heron International, N.V.'s real
estate and related assets. While at HFC,
Mr. Kompaniez administered the
acquisition, development and disposition
of approximately 8,150 apartment units
(including 6,217 units that have been
acquired by the AIMCO) and 3.1 million
square feet of commercial real estate.
Prior to joining HFC, Mr. Kompaniez was a
senior partner with the law firm of Loeb
and Loeb where he had extensive real
estate and REIT experience. Mr.
Kompaniez received a B.A. from Yale
College and a J.D. from the University of
California (Boalt Hall). The downturn in
the real estate markets in the late 1980s
and early 1990s adversely affected the
United States real estate operations of
Heron International N.V. and its
subsidiaries and affiliates (the "Heron
Group"). During this period from 1986 to
1993, Mr. Kompaniez served as President
and Chief Executive Officer of Heron
</TABLE>
I-2
<PAGE> 15
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- ---- --------------------------------------------
<S> <C>
Financial Corporation ("HFC"), and as a
director or officer of certain other
Heron Group entities. In 1993, HFC, its
parent Heron International, and certain
other members of the Heron Group
voluntarily entered into restructuring
agreements with separate groups of their
United States and international
creditors. The restructuring agreement
for the United States members of the
Heron Group generally provided for the
joint assumption of certain liabilities
and the pledge of unencumbered assets in
support of such liabilities for the
benefit of their United States creditors.
As a result of the restructuring, the
operations and assets of the United
States members of the Heron Group were
generally separated from those of Heron
International and its non-United States
subsidiaries. At the conclusion of the
restructuring, Mr. Kompaniez commenced
the operations of PDI, which was engaged
to act as asset and corporate manager of
the continuing United States operations
of HFC and the other United States Heron
Group members for the benefit of the
United States creditors. In connection
with certain transactions effected at the
time of the initial public offering of
AIMCO Common Stock, Mr. Kompaniez was
appointed Vice Chairman of AIMCO and
substantially all of the property
management assets of PDI were transferred
or assigned to AIMCO.
Thomas W. Toomey Mr. Toomey has served as Senior Vice
President - Finance and Administration of
AIMCO since January 1996 and was promoted
to Executive Vice-President-Finance and
Administration in March 1997. From 1990
until 1995, Mr. Toomey served in a
similar capacity with Lincoln Property
Company ("LPC") as well as Vice
President/Senior Controller and Director
of Administrative Services of Lincoln
Property Services where he was
responsible for LPC's computer systems,
accounting, tax, treasury services and
benefits administration. From 1984 to
1990, he was an audit manager with Arthur
Andersen & Co. where he served real
estate and banking clients. From 1981 to
1983, Mr. Toomey was on the audit staff
of Kenneth Leventhal & Company. Mr.
Toomey received a B.S. in Business
Administration/Finance from Oregon State
University and is a Certified Public
Accountant.
Joel F. Bonder Mr. Bonder was appointed Executive Vice
President and General Counsel of AIMCO
effective December 8, 1997. Prior to
joining AIMCO, Mr. Bonder served as
Senior Vice President and General Counsel
of NHP from April 1994 until December
1997. Mr. Bonder served as Vice
President and Deputy General Counsel of
NHP from June 1991 to March 1994 and as
Associate General Counsel of NHP from
1986 to 1991. From 1983 to 1985, Mr.
Bonder was with the Washington, D.C. law
firm of Lane & Edson, P.C. From 1979 to
1983, Mr. Bonder practiced with the
Chicago law firm of Ross and Hardies.
Mr. Bonder received an A.B. from the
University of Rochester and a J.D. from
Washington University School of Law.
</TABLE>
I-3
<PAGE> 16
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- ---- --------------------------------------------
<S> <C>
Patrick J. Foye Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior
to joining AIMCO, Mr. Foye was a partner
in the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP from 1989 to 1998 and
was Managing Partner of the firm's
Brussels, Budapest and Moscow offices
from 1992 through 1994. Mr. Foye is also
Deputy Chairman of the Long Island Power
Authority and serves as a member of the
New York State Privatization Council. He
received a B.A. from Fordham College and
a J.D. from Fordham University Law
School.
Robert Ty Howard Mr. Howard was appointed Executive Vice
President - Ancillary Services in
February 1998. Prior to joining AIMCO,
Mr. Howard served as an officer and/or
director of four affiliated companies,
Hecco Ventures, Craig Corporation,
Reading Company and Decurion Corporation.
Mr. Howard was responsible for financing,
mergers and acquisitions activities,
investments in commercial real estate,
both nationally and internationally,
cinema development and interest rate risk
management. From 1983 to 1988, he was
employed by Spieker Properties. Mr.
Howard received a B.A. from Amherst
College, a J.D. from Harvard Law School
and an M.B.A. from Stanford University
Graduate School of Business.
Steven D. Ira Mr. Ira is a Co-Founder of AIMCO and has
served as Executive Vice President of
AIMCO since July 1994. From 1987 until
July 1994, he served as President of PAM.
Prior to merging his firm with PAM in
1987, Mr. Ira acquired extensive
experience in property management.
Between 1977 and 1981 he supervised the
property management of over 3,000
apartment and mobile home units in
Colorado, Michigan, Pennsylvania and
Florida, and in 1981 he joined with
others to form the property management
firm of McDermott, Stein and Ira. Mr. Ira
served for several years on the National
Apartment Manager Accreditation Board and
is a former president of both the
National Apartment Association and the
Colorado Apartment Association. Mr. Ira
is the sixth individual elected to the
Hall of Fame of the National Apartment
Association in its 54-year history. He
holds a Certified Apartment Property
Supervisor (CAPS) and a Certified
Apartment Manager designation from the
National Apartment Association, a
Certified Property Manager (CPM)
designation from the National Institute
of Real Estate Management (IREM) and he
is a member of the Board of Directors of
the National Multi-Housing Council, the
National Apartment Association and the
Apartment Association of Metro Denver.
Mr. Ira received a B.S. from Metropolitan
State College in 1975.
</TABLE>
I-4
<PAGE> 17
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- ---- --------------------------------------------
<S> <C>
David L. Williams Mr. Williams has been Executive Vice
President - Operations of AIMCO since
January 1997. Prior to joining AIMCO,
Mr. Williams was Senior Vice President of
Operations at Evans Withycombe
Residential, Inc. from January 1996 to
January 1997. Previously, he was
Executive Vice President at Equity
Residential Properties Trust from October
1989 to December 1995. He has served on
National Multi-Housing Council Boards and
NAREIT committees. Mr. Williams also
served as Senior Vice President of
Operations and Acquisitions of US Shelter
Corporation from 1983 to 1989. Mr.
Williams has been involved in the
property management, development and
acquisition of real estate properties
since 1973. Mr. Williams received his
B.A. in education and administration from
the University of Washington in 1967.
Harry G. Alcock Mr. Alcock has served as Vice President
since July 1996, and was promoted to
Senior Vice President - Acquisitions in
October 1997, with responsibility for
acquisition and financing activities
since July 1994. From June 1992 until
July 1994, Mr. Alcock served as Senior
Financial Analyst for PDI and HFC. From
1988 to 1992, Mr. Alcock worked for
Larwin Development Corp., a Los Angeles
based real estate developer, with
responsibility for raising debt and joint
venture equity to fund land acquisitions
and development. From 1987 to 1988, Mr.
Alcock worked for Ford Aerospace Corp.
He received his B.S. from San Jose State
University.
Troy D. Butts Mr. Butts has served as Senior Vice
President and Chief Financial Officer of
AIMCO since November 1997. Prior to
joining AIMCO, Mr. Butts served as a
Senior Manager in the audit practice of
the Real Estate Services Group for Arthur
Andersen LLP in Dallas, Texas. Mr. Butts
was employed by Arthur Andersen LLP for
ten years and his clients were primarily
publicly-held real estate companies,
including office and multi-family real
estate investment trusts. Mr. Butts holds
a Bachelor of Business Administration
degree in Accounting from Angelo State
University and is a Certified Public
Accountant.
Martha Carlin Ms. Carlin has served as Vice President
since September 1996 and was promoted to
Senior Vice President - Ancillary
Services in December 1997. From December
1995 until September 1996, Ms. Carlin
served as Chief Financial Officer for
Wentwood Investment Partners. Ms. Carlin
was employed by Arthur Andersen LLP for
six years, with a primary focus in real
estate. Ms. Carlin was also employed by
MCI Communications and Lincoln Property
Company. Ms. Carlin received a B.S. from
the University of Kentucky and is a
certified public accountant.
</TABLE>
I-5
<PAGE> 18
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- ---- --------------------------------------------
<S> <C>
Joseph DeTuno Mr. DeTuno has been Senior Vice President
- Property Redevelopment of AIMCO since
September 1997. Mr. DeTuno was president
and founder of JD Associates, his own
full service real estate consulting,
advisory and project management company
which he founded in 1990. JD Associates
provided development management,
financial analysis, business plan
preparation and implementation services.
Previously, Mr. DeTuno served as
President/Partner of Gulfstream
Commercial Properties, President and
Co-managing Partner of Criswell
Development Company, Vice President of
Crow Hotel and Company and Project
Director with Perkins & Will Architects
and Planners. Mr. DeTuno received his
B.A. in architecture and is a registered
architect in Illinois and Texas.
Jack W. Marquardt Mr. Marquardt has been Senior Vice
President - Accounting of AIMCO since
September 1997. Mr. Marquardt brings
over 17 years of real estate accounting
experience to AIMCO. From October 1992
through August 1997, Mr. Marquardt served
as Vice President/Corporate Controller
and Manager of Data Processing for
Transwestern Property Company, where he
was responsible for corporate accounting,
tax, treasury services and computer
systems. From August 1986 through
September 1992, Mr. Marquardt worked in
the real estate accounting area of Aetna
Realty Investors, Inc. serving as
Regional Controller from April 1990
through September 1992. Mr. Marquardt
received a B.S. in Business
Administration/Finance from Ohio State
University.
Leeann Morein Ms. Morein has served as Senior Vice
President - Investor Services since
November 1997. Ms. Morein has served as
Secretary of AIMCO since July 1994. From
July 1994 until October 1997 Ms. Morein
also served as Chief Financial Officer.
From September 1990 to March 1994, Ms.
Morein served as Chief Financial Officer
of the real estate subsidiaries of
California Federal Bank, including the
general partner of CF Income Partners,
L.P., a publicly-traded master limited
partnership. Ms. Morein joined
California Federal in September 1988 as
Director of Real Estate Syndications
Accounting and became Vice
President-Financial Administration in
January 1990. From 1983 to 1988, Ms.
Morein was Controller of Storage
Equities, Inc., a real estate investment
trust, and from 1981 to 1983, she was
Director of Corporate Accounting for
Angeles Corporation, a real estate
syndication firm. Ms. Morein worked on
the audit staff of Price Waterhouse from
1979 to 1981. Ms. Morein received a B.A.
from Pomona College and is a Certified
Public Accountant.
David O'Leary Mr. O'Leary has been President of
Property Services Group, Inc., an AIMCO
subsidiary since December 1997. Property
Services Group, Inc. administers the
Buyers Access program.
I-6
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- ---- --------------------------------------------
<S> <C>
From 1993 until 1997, Mr. O'Leary served
as Regional Vice President and Senior
Vice President for Property Services
Group, Inc., with responsibility for
program marketing and sales. From 1981
to 1993 Mr. O'Leary served as Vice
President and Executive Vice President
for Commonwealth Pacific Inc., a
privately held real estate investment and
management firm based in Seattle,
Washington. During his tenure with
Commonwealth Pacific, Inc., Mr. O'Leary
was responsible for acquisitions,
dispositions, development, and asset
management from offices located in
Houston and Dallas, Texas, Atlanta,
Georgia and Seattle, Washington. Mr.
O'Leary also served as Vice President for
Johnstown American Companies, directing
acquisition activities for the Northeast
United States. Mr. O'Leary received his
B.A. Degree from the University of Utah
in 1979.
R. Scott Wesson Mr. Wesson has served as Senior Vice
President - Chief Information Officer of
AIMCO since July 1997. From 1994 until
1997, Mr. Wesson served as Vice President
of Information Services at Lincoln
Property Company, where he was
responsible for information systems
infrastructure, technology planning and
business process re-engineering. From
1992 to 1994, Mr. Wesson served in the
role of Director of Network Services for
Lincoln Property Company, where he was
responsible for the design and deployment
of the company's Wide Area Network and
Local Area Networks, comprising over
2,500 workstations in over 40 locations
nationwide. From 1988 to 1992, he was a
systems consultant with Automatic Data
Processing involved in design, planning
and deployment of financial and human
resources systems for several major,
multinational organizations. From 1984
to 1987, he was a Senior Analyst with
Federated Department Stores, Inc.
involved in planning and distribution.
Mr. Wesson received his B.S. from the
University of Texas in 1984.
Richard S. Ellwood* Mr. Ellwood was appointed a Director of
12 Audlwood Lane AIMCO in July 1994 and is currently Chairman
Rumson, NJ 07760 Chief of the Audit Committee. Mr.
Ellwood is the founder and President of
R.S. Ellwood & Co., Incorporated, a real
estate investment banking firm. Prior to
forming R.S. Ellwood & Co., Incorporated
in 1987, Mr. Ellwood had 31 years
experience on Wall Street as an
investment banker, serving as: Managing
Director and senior banker at Merrill
Lynch Capital Markets from 1984 to 1987;
Managing Director at Warburg Paribas
Becker from 1978 to 1984; general partner
and then Senior Vice President and a
director at White, Weld & Co. from 1968
to 1978; and in various capacities at
J.P. Morgan & Co. from 1955 to 1968. Mr.
Ellwood currently serves as a director of
FelCor Suite Hotels, Inc. and Florida
East Coast Industries, Inc.
</TABLE>
I-7
<PAGE> 20
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
- ---- --------------------------------------------
<S> <C>
J. Landis Martin* Mr. Martin was appointed a Director of
1999 Broadway AIMCO in July 1994 and became the
Suite 4300 Chairman of the Compensation Committee in
Denver, CO 80202 March 1998. Mr. Martin has served as
President and Chief Executive Officer and
a Director of NL Industries, Inc., a
manufacturer of titanium dioxide, since
1987. Mr. Martin has served as Chairman
of Tremont Corporation, a holding company
operating through its affiliates Titanium
Metals Corporation ("TIMET") and NL
Industries, Inc., since 1990 and as Chief
Executive Officer and a director of
Tremont since 1998. Mr. Martin has served
as Chairman of Timet, an integrated
producer of titanium, since 1987 and
Chief Executive Officer since January
1995. From 1990 until its acquisition by
Dresser Industries, Inc. ("Dresser") in
1994, Mr. Martin served as Chairman of
the Board and Chief Executive Officer of
Baroid Corporation, an oilfield services
company. In addition to Tremont, NL and
TIMET, Mr. Martin is a director of
Dresser, which is engaged in the
petroleum services, hydrocarbon and
engineering industries.
Thomas L. Rhodes* Mr. Rhodes was appointed a Director of
215 Lexington Avenue AIMCO in July 1994. Mr. Rhodes has served
4th Floor as the President and a Director of
New York, NY 10016 National Review magazine since November
30, 1992, where he has also served as a
Director since 1998. From 1976 to 1992,
he held various positions at Goldman,
Sachs & Co. and was elected a General
Partner in 1986 and served as a General
Partner from 1987 until November 27,
1992. He is currently Co-Chairman of the
Board, Co-Chief Executive Officer and a
Director of Commercial Assets Inc. and
Asset Investors Corporation. He also
serves as a Director of Delphi Financial
Group, Inc. and its subsidiaries, Delphi
International Ltd., Oracle Reinsurance
Company, and the Lynde and Harry Bradley
Foundation. Mr. Rhodes is Chairman of the
Empire Foundation for Policy Research, a
Founder and Trustee of Change NY, a
Trustee of The Heritage Foundation, and a
Trustee of the Manhattan Institute.
John D. Smith* Mr. Smith was appointed a Director of
3400 Peachtree Road AIMCO in November 1994. Mr. Smith is
Suite 831 Principal and President of John D. Smith
Atlanta, GA 30326 Developments. Mr. Smith has been a
shopping center developer, owner and
consultant for over 8.6 million square
feet of shopping center projects
including Lenox Square in Atlanta,
Georgia. Mr. Smith is a Trustee and
former President of the International
Council of Shopping Centers and was
selected to be a member of the American
Society of Real Estate Counselors. Mr.
Smith served as a Director for
Pan-American Properties, Inc. (National
Coal Board of Great Britain) formerly
known as Continental Illinois Properties.
He also serves as a director of American
Fidelity Assurance Companies and is
retained as an advisor by Shop System
Study Society, Tokyo, Japan.
</TABLE>
I-8
<PAGE> 21
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
7.1 Assignment and Assumption Agreement, dated as of October 1, 1998, between IPLP and AIMCO OP
(incorporated by reference to Exhibit (c)(1) to Amendment No. 8 to the Tender Offer Statement
on Schedule 14D-1 filed by Cooper River Properties, L.L.C., IPLP, IPT and AIMCO on October 19,
1998 with respect to Consolidated Capital Institutional Properties).
7.2 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).
7.3 Irrevocable Limited Proxy, dated October 1, 1998, granted by AIMCO to 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).
7.4 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).
7.5 Shareholders' 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).
7.6 Agreement of Joint Filing, dated November 6, 1998, among the Reporting Persons.
</TABLE>
<PAGE> 1
EXHIBIT 7.6
AGREEMENT OF JOINT FILING
Madison River Properties, L.L.C., AIMCO Properties, L.P., AIMCO-GP,
Inc. and Apartment Investment and Management Company agree that the amendment
to the Statement on Schedule 13D to which this Agreement is attached as an
exhibit, and all future amendments to this Statement, shall be filed on behalf
of each of them. This Agreement is intended to satisfy Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended. 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: November 6, 1998
MADISON RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
