<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. 5)
---------------------
ANGELES PARTNERS IX
(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
---------------------
DECEMBER 22, 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 22 Pages)
<PAGE> 2
- ---------------------- ------------------------
CUSIP No. NONE 13D/A Page 2 of 22
- ---------------------- ------------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
COOPER 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
AF
- --------------------------------------------------------------------------------
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
1,360
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,360
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,835
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
<PAGE> 3
- ---------------------- ------------------------
CUSIP No. NONE 13D/A Page 3 of 22
- ---------------------- ------------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
INSIGNIA 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
WC
- --------------------------------------------------------------------------------
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
1,360
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,360
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,835
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE> 4
- ---------------------- ------------------------
CUSIP No. NONE 13D/A Page 4 of 22
- ---------------------- ------------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
INSIGNIA PROPERTIES TRUST
- --------------------------------------------------------------------------------
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
1,360
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,360
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,835
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
<PAGE> 5
- ---------------------- ------------------------
CUSIP No. NONE 13D/A Page 5 of 22
- ---------------------- ------------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
BROAD 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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
2,529
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,529
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,835
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
<PAGE> 6
- ---------------------- ------------------------
CUSIP No. NONE 13D/A Page 6 of 22
- ---------------------- ------------------------
================================================================================
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
3,475
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,475
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,835
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE> 7
- ---------------------- ------------------------
CUSIP No. NONE 13D/A Page 7 of 22
- ---------------------- ------------------------
================================================================================
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
3,475
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,475
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,835
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE> 8
- ---------------------- ------------------------
CUSIP No. NONE 13D/A Page 8 of 22
- ---------------------- ------------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
- --------------------------------------------------------------------------------
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
4,835
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
4,835
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,835
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE> 9
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5, which relates to units of limited partnership
interest ("Units") in Angeles Partners IX, 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 Broad River Properties, L.L.C., a Delaware limited liability company ("Broad
River"), AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO OP"),
AIMCO-GP, Inc., a Delaware corporation ("AIMCO-GP") and Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"). This Amendment No. 5
relates to a tender offer by Cooper River Properties, L.L.C., a Delaware limited
partnership ("Cooper River") for up to 5,000 of the outstanding Units of the
Partnership, at a purchase price of $330 per Unit, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated August 12, 1998 and the related Assignment of Partnership Interest (which,
together with any supplements or amendments, collectively constitute the
"Offer"). Accordingly, this Amendment No. 5 relates to Units beneficially owned
by Cooper River, Insignia Properties, L.P., a Delaware limited partnership
("IPLP"), Insignia Properties Trust, a Maryland real estate investment trust
("IPT"), Broad River, AIMCO OP, AIMCO-GP and AIMCO (Cooper River, IPLP, IPT,
Broad River, AIMCO OP, AIMCO-GP and AIMCO are sometimes collectively referred to
in this Statement as the "Reporting Persons"). Capitalized terms used but not
defined herein have the meanings ascribed to them in the Statement.
The following Items of the Statement are hereby supplemented and/or
amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Following the expiration of the Offer, Cooper River, IPLP and
IPT became beneficial owners of Units. The principal business address of each of
Cooper River, IPLP and IPT is located at 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222.
As result of the completion of the AIMCO Merger on October 1,
1998, AIMCO succeeded to Insignia Financial Group, Inc. ("Insignia") with
respect to all interests owned by Insignia, including Insignia's interests in
IPT and IPLP. Upon consummation of the AIMCO Merger, AIMCO and its subsidiaries
contributed all of the common partnership units in IPLP which it acquired from
Insignia to AIMCO OP. Accordingly, IPT remains the sole general partner of IPLP
(owning approximately 66% of the total equity interests of IPLP) and AIMCO OP is
the sole limited partner of IPLP (owning approximately 34% of the total equity
interests in IPLP). AIMCO also owns approximately 50.7% of the outstanding
common shares of IPT, with the right to acquire up to 65.4% of such shares
(based upon the number of common shares of IPT outstanding as of October 1,
1998) upon AIMCO OP's exercise of its right to exchange one common partnership
unit of IPLP for one common share of IPT.
Upon consummation of the AIMCO Merger, IPLP was appointed
managing member, and therefore replaced the previous managers, of Cooper River.
In addition, AIMCO appointed new trustees and executive officers of IPT. The
name, business address, present principal occupation or employment and
citizenship of each trustee and executive officer of IPT is set forth in
Schedule I to this Statement.
(d)-(e) During the past five years none of Cooper River, IPLP or IPT,
nor, to the best knowledge of Cooper River, IPLP or IPT, 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 Cooper River, IPLP or IPT or any of the persons listed on Schedule I
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.
9
<PAGE> 10
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Cooper River directly owns 1,360 Units, Broad River directly
owns 2,529 Units and AIMCO OP directly owns 946 Units (for an aggregate of 4,835
Units), representing 6.8%, 12.7% and 4.7%, respectively, or a total of 24.2% of
the outstanding Units based on the 19,975 Units outstanding at December 22,
1998.
IPLP, IPT and AIMCO may be deemed to beneficially own the Units
directly owned by Cooper River by reason of each of IPLP's, IPT's and AIMCO's
relationship with Cooper River. Cooper River is a wholly-owned subsidiary of
IPLP and IPT is the sole general partner (owning approximately 70% of the total
equity interests) in IPLP. AIMCO currently owns approximately 51% of the
outstanding common shares of IPT, with the right to acquire up to approximately
65% of such shares (as further described in Item 2 above).
Accordingly, for purposes of this Statement: (i) Cooper River is
reporting that it shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the 1,360 Units directly owned by it; (ii)
IPLP and IPT 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 1,360 Units
directly owned by Cooper River; (iii) Broad River is reporting that it shares
the power to vote or direct the vote and the power to dispose or direct the
disposition of the 2,529 Units directly owned by it; (iv) 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 946 Units directly owned by it and the 2,529 Units
directly owned by Broad River; (v) AIMCO-GP is reporting that it shares the
power to vote or direct the vote and the power to dispose or direct the
disposition of the 2,529 Units directly owned by Broad River and the 946 Units
directly owned by AIMCO OP; and (vi) AIMCO is reporting that it shares the power
to vote or direct the vote and the power to dispose or direct the disposition of
the 1,360 Units directly owned by Cooper River, the 2,529 Units directly owned
by Broad River and the 946 Units directly owned by AIMCO OP.
(c) The Offer expired pursuant to its terms on Monday, December 14,
1998. On December 22, 1998, Cooper River acquired a total of 1,360 Units,
representing approximately 6.8% of the outstanding Units, at a purchase price of
$330 per Unit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.8 Agreement of Joint Filing, dated January 22, 1999,
among the Reporting Persons.
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: January 22, 1999
COOPER 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
BROAD 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
11
<PAGE> 12
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
12
<PAGE> 13
SCHEDULE I
INFORMATION REGARDING THE
TRUSTEES AND EXECUTIVE OFFICERS OF IPT
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 trustees and executive officers of IPT. Each person identified below is
employed by IPT, unless otherwise indicated, and is a United States citizen. The
principal business address of IPT and, unless otherwise indicated, the business
address of each person identified below, is 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222. Trustees are identified by an asterisk.
NAME PRESENT PRINCIPAL OCCUPATION
Terry Considine* Terry Considine has served as a Trustee and as
Chairman of the Board of Trustees and Chief Executive
Officer of IPT since October 1, 1998. 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 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.
S-1
<PAGE> 14
NAME PRESENT PRINCIPAL OCCUPATION
Peter. K. Kompaniez* Peter K. Kompaniez has served as President and a
Trustee of IPT since October 1, 1998. 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 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.
S-2
<PAGE> 15
NAME PRESENT PRINCIPAL OCCUPATION
Thomas W. Toomey* Thomas W. Toomey has served as Executive Vice
President-- Finance and a Trustee of IPT since
October 1, 1998. 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 Joel F. Bonder has served as Executive Vice President
and General Counsel of IPT since October 1, 1998. 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.
Jeffrey P. Cohen Jeffrey P. Cohen has served as Secretary of IPT since
October 1, 1998. Mr. Cohen currently serves as a
Senior Vice President of Insignia Financial Group,
Inc., a Delaware corporation ("Insignia").
S-3
<PAGE> 16
NAME PRESENT PRINCIPAL OCCUPATION
Patrick J. Foye* Patrick J. Foye has served as Executive Vice
President and a Trustee of IPT since October 1, 1998.
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 Robert Ty Howard has served as Executive Vice
President-- Ancillary Services of IPT since October
1, 1998. 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.
S-4
<PAGE> 17
NAME PRESENT PRINCIPAL OCCUPATION
Steven D. Ira* Steven D. Ira has served as Executive Vice President
and a Trustee of IPT since October 1, 1998. 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.
David L. Williams David L. Williams has served as Executive Vice
President-- Property Operations of IPT since October
1, 1998. 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.
S-5
<PAGE> 18
NAME PRESENT PRINCIPAL OCCUPATION
Harry G. Alcock* Harry G. Alcock has served as Senior Vice President--
Acquisitions and a Trustee of IPT since October 1,
1998. 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 Troy D. Butts has served as Senior Vice President and
Chief Financial Officer of IPT since October 1, 1998.
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.
Andrew L. Farkas* Andrew L. Farkas currently serves as a Continuing
375 Park Avenue Trustee of IPT since October 1, 1998. Mr. Farkas'
Suite 3401 present principal occupation is to serve as the
New York, New York 10152 Chairman of the Board and Chief Executive Officer of
Insignia, which is the parent company of an
international real estate organization specializing
in commercial real estate services, single-family
brokerage and mortgage origination, condominium and
cooperative apartment management, equity
co-investment and other services.
James A. Aston* James A. Aston currently serves as a Continuing
15 South Main Street Trustee of IPT since October 1, 1998. Mr. Aston's
Greenville, present principal occupation is to serve as Chief
South Carolina 29601 Financial Officer and member of the Office of the
Chairman of Insignia.
Frank M Garrison* Frank M. Garrison currently serves as a Continuing
102 Woodmont Boulevard Trustee of IPT since October 1, 1998. Mr. Garrison's
Suite 400 present principal occupation is as a member of the
Nashville, Tennessee Office of the Chairman of Insignia.
37205
S-6
<PAGE> 19
NAME PRESENT PRINCIPAL OCCUPATION
Bryan L. Herrmann* Bryan L. Herrmann currently serves as a Continuing
5043 Gould Avenue Trustee of IPT since October 1, 1998. Mr. Herrmann's
La Canada, California present principal occupation is as an investment
91011 banker and Chairman and Chief Executive Officer of
Base Camp 9 Corp., since 1990. Mr. Herrman served as
a Trustee, Chairman of the Compensation Committee and
member of the Executive Committee of the Board of
Trustees of Angeles Mortgage Investment Trust from
1994 until September 1998. In addition to his duties
at Base Camp 9 Corp., from 1992 to 1994, Mr. Herrmann
served as Chief Executive Officer of Spaulding
Composites Company and is currently a member of its
board of directors. Since 1984 Mr. Herrmann has been
the general partner of MOKG 1984 Investment Partners
Ltd. Mr. Herrmann is a member of the board of
directors of Wynn's International, Inc., a New York
Stock Exchange Company.
Warren M. Eckstein* Warren M. Eckstein currently serves as a Continuing
Warburg Dillon Read Trustee of IPT since October 1, 1998. Mr. Eckstein's
535 Madison Avenue present principal occupation is as Managing Director
6th Floor -- Investment Banking of Paine Webber Incorporated,
New York, New York 10022 since October 1996. Prior to October 1996, Mr.
Eckstein served as Senior Vice President, Investment
Banking, of Dillon, Reed & Co., Inc.
S-7
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
Exhibit 7.8 Agreement of Joint Filing, dated January 22, 1999, among the
Reporting Persons.
</TABLE>
20
<PAGE> 1
EXHIBIT 7.8
AGREEMENT OF JOINT FILING
Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust, Broad 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: January 22, 1999
COOPER 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
<PAGE> 2
BROAD 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
