SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 5)
______________________
Shelter Properties I Limited Partnership
(Name of the Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
______________________
John K. Lines, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC 29602
(864) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box _____.
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1. Name of Reporting Person
Insignia Financial Group, Inc.
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
2. Check the Appropriate Box if a Member of a Group
(a) __________
(b) _____X____
3. SEC Use Only
4. Sources of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
4,174 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
4,174 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,174 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
27.8%
14. Type of Reporting Person
CO
<PAGE>
1. Name of Reporting Person
Insignia Properties, L.P.
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
2. Check the Appropriate Box if a Member of a Group
(a) __________
(b) _____X____
3. SEC Use Only
4. Sources of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
4,164 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
4,164 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,164 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
27.8%
14. Type of Reporting Person
PN
<PAGE>
1. Name of Reporting Person
Andrew L. Farkas
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
2. Check the Appropriate Box if a Member of a Group
(a) __________
(b) _____X____
3. SEC Use Only
4. Sources of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
None
8. Shared Voting Power
4,174 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
4,174 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,174 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
27.8%
14. Type of Reporting Person
IN
<PAGE>
1. Name of Reporting Person
Insignia Properties Trust
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
2. Check the Appropriate Box if a Member of a Group
(a) __________
(b) _____X____
3. SEC Use Only
4. Sources of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
__________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
4,164 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
4,164 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,164 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
27.8%
14. Type of Reporting Person
OO
<PAGE>
The undersigned hereby amend the statement on Schedule
13D filed with the Securities and Exchange Commission (the
"Commission") on their behalf on May 30, 1995, the Amendment No.
1 to the Schedule 13D filed with the Commission on their behalf
on June 14, 1995, the Amendment No. 2 to the Schedule 13D filed
with the Commission on their behalf on June 21, 1995, the
Amendment No. 3 to the Schedule 13D filed with the Commission on
their behalf on July 3, 1995, and the Amendment No. 4 to the
Schedule 13D filed with the Commission, via EDGAR, on their
behalf on November 27, 1995. This Amendment No. 5 is being filed
as a result of a Limited Partnership Unit Contribution Agreement,
dated as of December 31, 1996, by and among Insignia Properties,
L.P., a Delaware limited partnership ("IPLP"), and certain other
parties set forth therein (the "Contribution Agreement"), an
Assignment and Assumption Agreement, dated as of December 31,
1996, by and among Shelter Realty I Corporation, a South Carolina
corporation and subsidiary of Insignia Financial Group, Inc., a
Delaware corporation ("Shelter I"), IPLP, Insignia Properties
Trust, a Maryland real estate investment trust ("IPT"), and
certain other parties set forth therein (the "Assignment and
Assumption Agreement"), and open-market purchases by IPLP during
February 1997.
Item 1. Security and Issuer
The name of the issuer is Shelter Properties I Limited
Partnership, a South Carolina limited partnership (the
"Partnership"), and the address of its principal executive
offices is c/o Insignia Financial Group, Inc., One Insignia
Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602.
The title and class of equity securities to which this statement
relates is the Partnership's Units of Limited Partnership
Interest ("Units").
Item 2. Identity and Background
The names and business addresses of the persons filing this statement are:
(i) Insignia Properties, L.P., a Delaware limited partnership ("IPLP"), with
offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602;
(ii) Insignia Properties Trust, a Maryland real estate investment trust ("IPT"),
with offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC
29602; (iii)Insignia Financial Group, Inc., a Delaware corporation ("Insignia"),
with offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC
29602; and (iv) Mr. Andrew L. Farkas, a United States citizen who is the
Chairman, Chief Executive
<PAGE>
Officer and President of Insignia and the Chairman of the Board
of Trustees of IPT and who has an office c/o Insignia, One
Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602
(Mr. Farkas, together with Insignia, IPT and IPLP are
collectively referred to as the "Reporting Persons"). The name,
business address, present principal occupation or employment and
citizenship of each director or trustee and executive officer of
Insignia, IPT and IPLP, other than Mr. Farkas (collectively
the "Other Officers and Directors"), have been set forth in
Schedule I. During the past five years no Reporting Person, nor
to the best knowledge of the Reporting Persons any Other Officer
and Director, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in
him or it being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Insignia is a
fully integrated real estate services organization specializing
in the operation and ownership of securitized real estate assets.
Insignia is the largest property manager in the United States,
has been the largest manager of multi-family residential
properties since 1992, and is among the largest managers of
commercial properties. Insignia's real estate services include
property management, providing all of the day-to-day services
necessary to operate a property, whether residential or
commercial; asset management, including long-term financial
planning, monitoring and implementing capital improvement plans,
and development and execution of refinancings and dispositions;
real estate leasing and brokerage; maintenance and construction
services; marketing and advertising; investor reporting and
accounting; and investment banking, including assistance in
workouts and restructurings, mergers and acquisitions, and debt
and equity securitizations. Through its subsidiary, Compleat
Resource Group, Inc., Insignia markets consumer goods and
services to the residents and owners of multi-family properties,
including properties which Insignia manages.
Insignia provides property and/or asset management services
for over 2,500 properties, which include approximately 283,000
residential units, and approximately 107 million square feet of
commercial space, located in over 500 cities in 48 states.
Insignia currently provides partnership administration services
to approximately 900 limited partnerships having approximately
400,000 limited partners. Insignia also owns, largely through
Insignia Properties, L.P., limited partner interests (ranging
from approximately 4% to 54% of the outstanding interests) in 28
real estate limited partnerships which in the aggregate own 143
properties with approximately 38,100 residential apartment units
and approximately 865,000 square feet of commercial space located
in 83 cities and 28 states. Insignia is a public company whose
stock is traded on the New York Stock Exchange under the symbol
<PAGE>
IFS.
Insignia holds a 94.4% interest in IPT. IPT holds the
general partner interest in IPLP, and Insignia holds a limited
partner interest in IPLP. Liquidity Assistance, L.L.C., a
Delaware limited liability company ("Liquidity"), and Market
Ventures, L.L.C., a Delaware limited liability company
("Ventures"), are wholly-owned subsidiaries of Insignia which
acquired their Units in a series of purchases on the open market.
SP I Acquisition, L.L.C., a Delaware limited liability company
("Acquisition"), is a wholly-owned subsidiary of Insignia which
acquired its Units through a tender offer.
Item 3. Sources and Amount of Funds or Other Consideration
See Item 4.
Item 4. Purpose of Transaction
On January 1, 1997, pursuant to the Contribution Agreement,
dated as of December 31, 1996, Ventures and Acquisition
contributed 10 and 4,004 Units to IPLP, respectively, in exchange
for which IPLP issued limited partner units in IPLP to Insignia.
On January 1, 1997, pursuant to the Assignment and
Assumption Agreement, dated as of December 31, 1996, Shelter I
assigned 100 Units to IPLP in exchange for which IPLP delivered
to IPT (the sole shareholder of Shelter I) units of general
partnership interest of IPLP.
On February 11, 1997, IPLP purchased 50 Units for an
aggregate cost of $19,662.50.
Item 5. Interest in Securities of the Issuer
a. Insignia and Mr. Farkas may be deemed to be the
beneficial owners of the 4,164 Units directly owned by IPLP and
the 10 Units directly owned by Ventures as set forth in Row 11 of
the cover pages for Insignia and Mr. Farkas, equalling the 27.8%
ownership set forth in Row 13 of the cover pages for Insignia and
Mr. Farkas. Mr. Farkas is the Chairman, Chief Executive Officer
and President of Insignia and is the beneficial owner of
approximately 28.4% of its outstanding common stock.
Accordingly, Mr. Farkas may be deemed to control Insignia and to
beneficially own the Units to the extent that Insignia may be
deemed to beneficially own such Units.
IPLP and IPT may be deemed to be the beneficial owners
of the 4,164 Units directly owned by IPLP as set forth in Row 11
<PAGE>
of the cover pages for IPLP and IPT, equalling the 27.8%
ownership set forth in Row 13 of the cover pages for IPLP and IPT.
b. See Item 4 above.
c. On December 10, 1996, Ventures purchased 10 Units for
an aggregate cost of $4,050.00. On February 11, 1997, IPLP
purchased 50 Units for an aggregate cost of $19,662.50.
d. See Item 4 above.
e. As a result of Acquisition's contribution to IPLP of
their 4,004 Units, as described in Item 4 above, Acquisition has
ceased to be the beneficial owner of more than 5% of Units and
thus has ceased to be a Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See Item 4 above.
Item 7. Material to be Filed as Exhibits
Exhibit (a) Limited Partnership Unit Contribution Agreement,
dated as of December 31, 1996, by and among IPLP, Insignia,
Acquisition, Ventures and certain other parties named therein.
Exhibit (b) Assignment and Assumption Agreement, dated as of
December 31, 1996, by and among IPLP, IPT, Shelter Realty I
Corporation and certain other parties named therein.
Exhibit (c) Joint Filing Agreement, dated March 11, 1997.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: April 24, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES, L.P.
By: /s/ John K. Lines
------------------------
Name: John K. Lines
Title: Vice President
ANDREW L. FARKAS
/s/ Andrew L. Farkas
--------------------
INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
------------------------
Name: John K. Lines
Title: Vice President
SP I Acquisition L.L.C.
By: /s/ Jeffrey L. Goldberg
---------------------------
Name: Jeffrey L. Goldberg
Title: President
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a) Limited Partnership Unit
Contribution Agreement, dated as of
December 31, 1996, by and among IPLP,
Insignia, Acquisition, Ventures
and certain other parties named
therein. 13
(b) Assignment and Assumption Agreement,
dated as of December 31, 1996, by and
among IPLP, IPT, Shelter Realty I
Corporation and certain other parties
named therein. 20
(c) Joint Filing Agreement, dated
March 11, 1997. 23
EXHIBIT (a)
LIMITED PARTNERSHIP UNIT
CONTRIBUTION AGREEMENT
THIS LIMITED PARTNERSHIP UNIT CONTRIBUTION AGREEMENT (this
"Agreement") is entered into by and between Insignia Financial
Group, a corporation organized under the laws of the State of
Delaware; Market Ventures, L.L.C., a limited liability company
organized under the laws of the State of Delaware; Liquidity
Assistance, L.L.C., a limited liability company organized under
the laws of the State of Delaware; DGP Acquisition, L.L.C., a
limited liability company organized under the laws of the State
of Delaware; LP 6 Acceptance Corporation, a corporation organized
under the laws of the State of Delaware; SP I Acquisition,
L.L.C., a limited liability company organized under the laws of
the State of Delaware; SP II Acquisition, L.L.C., a limited
liability company organized under the laws of the State of
Delaware; SP III Acquisition, L.L.C., a limited liability company
organized under the laws of the State of Delaware; SP V
Acquisition, L.L.C., a limited liability company organized under
the laws of the State of Delaware; SP VI Acquisition, L.L.C., a
limited liability company organized under the laws of the State
of Delaware; (each individually a "Contributing Partner" and
collectively the "Contributing Partners"), and Insignia
Properties, L.P., a limited partnership organized under the laws
of the State of Delaware (the "Partnership"). This Agreement and
the First Amended and Restated Agreement of Limited Partnership
of Insignia Properties, L.P. (the "Partnership Agreement") are
entered into simultaneously with each other as of the 31st day of
December, 1996 and each shall be effective as of the Closing
Date, as defined herein (notwithstanding the foregoing, the
Partnership Agreement may become effective before the date of
this Agreement).
RECITALS
A. Each Contributing Partner owns limited partner
interests in limited partnerships that principally own multi-
family residential housing and, to a lesser extent, commercial
properties. The identity of each such partnership, together with
the number of limited partnership units owned by each
Contributing Partner, is set forth under the name of each
Contributing Partner in Exhibit A hereto (collectively, the
"Limited Partner Interests").
B. Insignia Properties Trust, a Maryland business trust
("IPT"), was formed in May 1996, for the purpose of qualifying to
act as a real estate investment trust under the Internal
Revenue Code of 1986, as amended. IPT is a successor by merger
to Insignia Properties Corporation, a Delaware corporation formed
on January 17, 1996.
<PAGE>
C. It is contemplated that substantially all of IPT's
assets will be held in, and substantially all of its investments
will be conducted through the Partnership, which will hold, among
other things, all of the Limited Partner Interests.
D. Accordingly, each Contributing Partner hereby proposes
to contribute the Limited Partner Interests to the Partnership in
exchange for which the Partnership will issue limited partner
units to Insignia Financial Group, Inc., a Delaware corporation
("IFG").
In consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained
herein, the Contributing Partners and the Partnership hereby
agree as follows:
ARTICLE I
CONTRIBUTION OF ASSETS
1.01 Contribution of the Assets. Subject to the terms and
conditions of this Agreement, on January 1, 1997 (the "Closing
Date"), each Contributing Partner shall assign and deliver to the
Partnership as its Capital Contribution (as defined in the
Partnership Agreement) all of its right, title and interest in
and to the Limited Partner Interests in exchange for the issuance
to IFG of the aggregate number of limited partnership units in
the Partnership set forth on Exhibit B hereto (collectively, the
"Partnership Interests") (the number shown on Exhibit B is
subject to adjustment based on those final valuations of the
Partnership Interests as shown in that certain Confidential
Memorandum by which IPT will offer shares of beneficial
interest).
1.02 Assignment of Ownership Interest. Effective as of the
Closing Date, each Contributing Partner shall grant, assign,
transfer, convey and deliver to the Partnership, all of such
Contributing Partner's right, title and interest in and to 100%
of such Contributing Partner's Partnership Interest in the
Partnership(s) free and clear of all liens, encumbrances,
security interests and competing claims.
1.03 Assumption of Obligations. By acceptance of this
Agreement the Partnership hereby agrees from and after the
Closing Date to be bound by all of the terms and provisions of
the Partnership Agreements applicable to each Contributing
Partner and each Contributing Partner Partnership Interest all as
set forth on Exhibit C hereto and assumes and agrees to perform,
pay and discharge in full, when due, all of each Contributing
Partner's liabilities and obligations under the Partnership
Agreements and with respect to each Contributing Partner's
Partnership Interest; provided, however, that this assumption
<PAGE>
shall have application only to those liabilities and obligations
of each Contributing Partner first accruing or arising on or
after the Closing Date and shall have no application to any such
liabilities and obligations accruing or arising prior to the
Closing Date.
ARTICLE II
EVENTS OCCURRING ON THE CLOSING DATE
2.01 Deliveries by the Contributing Partners. In addition
to the Limited Partner Interests to be delivered to the
Partnership on the Closing Date, each Contributing Partner shall
deliver the following to the Partnership on the Closing Date,
each in form and substance satisfactory to the Partnership and,
unless otherwise agreed in writing by the Partnership, dated as
of the Closing Date:
(a) A copy of the resolutions of each Contributing
Partner's Board of Directors, certified by a duly authorized
officer of such Contributing Partner, authorizing or
ratifying its execution, delivery and performance of this
Agreement and the consummation of the transactions
contemplated hereby and thereby;
(b) A certificate of a duly authorized officer of each
Contributing Partner certifying the names and true
signatures of the officers of such Contributing Partner
authorized to sign this Agreement and the other documents to
be delivered hereunder and thereunder; and
(c) Such other approvals and documents as the
Partnership may reasonably request as to the legality,
validity, binding effect or enforceability of this Agreement
or any other agreement or document delivered pursuant
hereto.
2.02 Effect of Contribution. On the Closing Date, upon the
satisfaction of the condition precedent set forth in Section 4.01
below, in exchange for its Capital Contribution (i) IFG will
receive each Contributing Partner's respective Percentage
Interest and (ii) the Capital Account (as defined in the
Partnership Agreement) of IFG will be credited with the amount
set forth opposite its name on Exhibit A to the Partnership
Agreement.
<PAGE>
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF CONTRIBUTING PARTNERS
3.01 Conveyance of Interest. Upon the Closing Date,
assuming the satisfaction of or waiver of all conditions set
forth in Article IV hereof, all of the Contributing Partner's
right, title and interest in and to the Limited Partner Interests
will be transferred to the Partnership.
3.02 Organization. Each Contributing Partner is validly
existing and in good standing under the laws of their respective
states or organization.
3.03 Authority. Each Contributing Partner has the corporate
power and authority to carry on its business as now conducted,
and to execute and deliver this Agreement and to perform its
obligations hereunder and thereunder. The execution, delivery
and performance by each Contributing Partner of this Agreement
have been duly authorized by all necessary corporate action; and
this Agreement has been duly executed and delivered by each
Contributing Partner and is enforceable against each Contributing
Partner in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
receivership, conservatorship, reorganization, liquidation,
moratorium or similar events affecting such Contributing Partner
or its assets, or by general principles of equity.
ARTICLE IV
CONDITIONS TO CLOSING; TERMINATION
4.01 Conditions Precedent to Contributing Partners'
Obligation to Close. The obligation of the Contributing Partners
to consummate the transactions contemplated hereby are subject to
the satisfaction, as of the Closing Date, the following
condition, which may be waived in whole or in part by the
Contributing Partners prior to closing. Each Contributing
Partner in its sole discretion shall be satisfied that all
necessary consents, authorizations and approvals for the
consummation of the transactions contemplated hereby have been
obtained from all applicable governmental authorities and other
third parties.
4.02 Termination. In the event that the condition precedent
to the Contributing Partners' obligation to consummate the
transactions contemplated hereby as set forth above has not been
satisfied on or before the Closing Date, then in such event this
Agreement shall terminate and become null and void and of no
further force and effect and neither party shall have any further
obligation to the other.
<PAGE>
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01 Amendment and Modification. This Agreement may be
amended, modified or supplemented only by written agreement of
the parties hereto.
5.02 Waiver of Compliance; Consents. Any failure of a party
to comply with any obligation, covenant, agreement or condition
herein may be waived by the other party; provided, however, that
any such waiver may be made only by a written instrument signed
by the party granting such waiver.
5.03 Assignment. This Agreement and all of its provisions
hereof shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to
the benefit of the parties hereto, their respective successors
and permitted assigns.
5.04 Expenses. Whether or not the transactions contemplated
by this Agreement shall be consummated, all fees and expenses
(including all fees of counsel and accountants) incurred by any
party in connection with the negotiation and execution of this
Agreement shall be borne by such party.
5.05 Further Assurances. From time to time, at the request
of each Contributing Partner or the Partnership and without
further consideration, each party, at its own expense, will
execute and deliver such other documents, and take such other
action, as each Contributing Partner or the Partnership may
reasonably request in order to consummate more effectively the
transactions contemplated hereby and to vest in the Partnership
good and marketable title to the Limited Partner Interests.
5.06 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware
(without regard to its conflicts of law doctrines). The
Contributing Partners and the Partnership each (i) irrevocably
submits to the jurisdiction of any Delaware State court or
Federal court sitting in Delaware in any action arising out of
this Agreement or any instrument or document delivered hereunder,
(ii) agrees that all claims in such action may be decided in such
court, (iii) waives, to the fullest extent it may effectively do
so, the defense of inconvenient forum and (iv) consents to the
service of process by mail. A final judgment in any such action
shall be conclusive and may be enforced in other jurisdictions.
Nothing herein shall affect the right of any party to serve legal
process in any manner permitted by law or affect its right to
bring any action in any other court.
5.07 Counterparts. This Agreement may be executed in two or
<PAGE>
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument and shall become a binding Agreement when one or more
of the counterparts have been signed by each of the parties and
delivered to the other party.
5.08 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed by registered or
certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as
shall be specified by like notice):
If to the Contributing Partners:
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29601
Attn: President
Copy to: General Counsel
with a copy to:
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
Suite 2200
New York, New York 10022
Attn: Robert G. Koen
If to the Partnership:
Insignia Properties, L.P.
One Insignia Financial Plaza
Greenville, South Carolina 29601
Attn: General Partner
with a copy to:
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
Suite 2200
New York, New York 10022
Attn: Robert G. Koen
5.09 Headings. The article and section headings contained
in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.
5.10 Entire Agreement. This Agreement, including the
exhibits, schedules, other documents and instruments referred to
herein, together with the Partnership Agreement embody the entire
<PAGE>
agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement supersedes
all prior agreements and understandings between the parties with
respect to such subject matter.
5.11 Severability. If any one or more provisions contained
in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provision of this Agreement, but this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision
had never been contained herein.
5.12 Inconsistency or Conflict. In the event of any
inconsistency or conflict between any provision of this Agreement
and any provision of the Partnership Agreement, the provision of
this Agreement shall govern.
5.13 Exhibits. All Exhibits attached hereto are hereby
incorporated in and made a part as if set forth in full herein.
<PAGE>
EXHIBIT (b)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment")
is made as of this 31 day of December, 1996 by and between
Shelter Realty Corporation, a corporation organized under the
laws of the State of South Carolina, Shelter Realty II
Corporation, a corporation organized under the laws of the State
of Carolina; Shelter Realty III Corporation, a corporation
organized under the laws of the State of South Carolina; Shelter
Realty IV Corporation, a corporation organized under the laws of
the State of South Carolina; Shelter Realty V Corporation, a
corporation organized under the laws of the State of South
Carolina; Shelter Realty VI Corporation, a corporation organized
under the laws of the State of Delaware; Shelter VII Corporation,
a corporation organized under the laws of the State of South
Carolina; Davidson Growth Plus GP Corporation, a corporation
organized under the laws of the State of Delaware; ConCap
Equities, Inc., a corporation organized under the laws of the
State of Delaware; ConCap Holdings, Inc., a corporation organized
under the laws of the State of Texas; NPI Equity Investments,
Inc., a corporation organized under the laws of the State of
Florida; U.S. Realty I Corporation, a corporation organized under
the laws of the State of South Carolina; Fox Capital Management
Corporation, a corporation organized under the laws of the State
of California (each individually an "Assignor" and collectively
the "Assignors") and Insignia Properties, L.P., a Delaware
limited partnership ("Assignee"); and Insignia Properties Trust,
a Maryland business trust (the "Trust").
RECITALS
A. Each Assignor owns limited partner interests and
general partner interests in one or more limited partnerships.
The identity of each partnership in which each Assignor owns a
general partner interest is set forth in Exhibit A hereto.
B. Each Assignor, in addition to its right to receive its
percentage allocation of profits or losses and distributions (the
"P&A Allocations") from the limited partnerships for which it
acts as general partner, receives or may receive fees, income or
other payment from time to time as partnership management fees,
partnership management incentives and non-accountable cost
reimbursements (the "Service Income Rights") to such
partnerships. Several Assignors further own those limited
partnership units set forth under such Assignor's name on Exhibit
B hereto (collectively with each Assignors right, title and
interests as a limited partner under their respective partnership
agreement, the "Units"). In consideration for such assignments
IPLP will deliver to the Trust (the sole shareholder of each
<PAGE>
Assignor) 611,586 units of general partnership interest of IPLP
(the "IPLP Units").
C. The Trust was formed in May 1996, for the purpose of
qualifying to act as a real estate investment trust under the
Internal Revenue Code of 1986, as amended.
D. It is contemplated that substantially all of the
Trust's will be held in, and substantially all of its investments
will be conducted through Assignee which will hold, among other
things, all of the Service Income Rights and Units.
E. The Assignors desire to assign to Assignee a portion of
their P&A Allocations and all of their Service Income Rights and
Units relating to the limited partnerships for which they serve
as general partners.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Assignors and Assignee hereby agree as follows:
1. Assignment of Economic Benefits. Each Assignor hereby
grants, assigns, transfers, conveys and delivers to Assignee, all
of the Assignor's right, title and interest in and to (i) all of
such Assignor's Service Income Rights and (ii) the Units.
2. Assignment of P&A Allocations. NPI Equity Investments,
Inc., ConCap Equities, Inc. and Davidson Growth Plus GP
Corporation hereby grant, assign, transfer, convey and deliver to
Assignee all of their right, title and interest to all of their
P&A Allocation in excess of 1% of the total P&A Allocations of
each limited partnership for which they serve as general partner.
3. Assignment of Units. Each Assignor hereby grants,
assigns, transfers, conveys and delivers to Assignee, all of such
Assignor's right, title and interest in and to 100% of such
Assignor's Units in the Partnership(s) free and clear of all
liens, encumbrances, security interests and competing claims.
4. Assumption of Obligations. By acceptance of this
Assignment Assignee hereby agrees to be bound by all of the terms
and provisions of the partnership agreements applicable to each
Assignor and each Assignor's Units all as set forth on Exhibit C
hereto and assumes and agrees to perform, pay and discharge in
full, when due, all of each Assignor's liabilities and
obligations under the partnership agreements and with respect to
each Assignor's Units; provided, however, that this assumption
shall have application only to those liabilities and obligations
of each Assignor first accruing or arising on or after the date
of this Agreement and shall have no application to any such
liabilities and obligations accruing or arising prior to the date
of this Assignment.
<PAGE>
5. Delivery of IPLP Units. Assignee hereby agrees to
deliver to the Trust the IPLP Units.
6. Successors and Assigns. This Assignment shall be
binding upon and inure to the benefit of the successors of each
of respective parties hereto.
7. Counterparts. This Assignment may be executed in any
number of counterparts. Signature pages may be detached from the
counterparts and attached to a single copy of this Agreement to
form physically one document. Each counterpart shall be deemed
to be an original for all purposes and all counterparts shall
together constitute but one and the same instrument, binding upon
all parties executing the same.
8. Governing Law. This Assignment shall be governed by,
interpreted under, and construed and enforceable with, the laws
of the State of New York.
EXHIBIT (c)
Agreement of Filing of Schedule 13D
Each of the undersigned hereby agrees that the
Amendment No.1 to Schedule 13D dated on or about April 24, 1997, to which
this Agreement is attached as Exhibit c, may be filed on behalf
of each such person.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Dated: March 11, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES, L.P.
By: /s/ John K. Lines
------------------------
Name: John K. Lines
Title: Vice President
ANDREW L. FARKAS
/s/ Andrew L. Farkas
--------------------
SP I Acquisition L.L.C.
By: /s/ Jeffrey L. Goldberg
----------------------------
Name: Jeffrey L. Goldberg
Title: President
<PAGE>
INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
------------------------
Name: John K. Lines
Title: Vice President
<PAGE>
SCHEDULE I
Insignia Financial Group, Inc.
DIRECTORS*
Andrew L. Farkas
Chairman of the Board of Directors,
President and Chief Executive Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Robert J. Denison
First Security Management, Inc.
375 Park Avenue
Suite 3303
New York, New York 10158
Robin L. Farkas
730 Park Avenue
New York, New York 10021
Merril M. Halpern
Chairman of the Board and
Co-Chief Executive Officer
Charterhouse Group International, Inc.
535 Madison Avenue
28th Floor
New York, New York 10022
Robert G. Koen
Partner
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
Michael I. Lipstein
Self-Employed
Michael I. Lipstein Associates
110 East 59t Street
Suite 3201
New York, New York 10022
__________________________________
* Each individual is a United States Citizen
<PAGE>
DIRECTORS*(cont.)
Buck Mickel
Chairman of the Board and CEO
RSI Holdings, Inc.
Mailing Address:
Fluor Daniel Corporation
301 N. Main Street
5th Floor
Greenville, South Carolina 29601
_____________________________________
* Each individual is a United States Citizen
<PAGE>
EXECUTIVE OFFICERS* (other than those listed
above who are also serving as directors)
James A. Aston
Office of the Chairman and Chief
Financial Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Frank M. Garrison
Executive Managing Director; and
President, Financial Services Division
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Jeffrey L. Goldberg
Managing Director, Investment Banking
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Edward S. Gordon
Office of the Chairman; and Chairman,
Edward S. Gordon Company, Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Albert H. Gossett
Senior Vice President and Chief
Information Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Henry Horowitz
Executive Managing Director; and
President, Insignia Commercial Group Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
_____________________________________
* Each individual is a United States Citizen
<PAGE>
EXECUTIVE OFFICERS* (cont.)
William H. Jarrard, Jr.
Managing Director,
Partnership Administration
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Neil J. Kreisel
Executive Managing Director; and
President, Insignia Management
Services - New York Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
John K. Lines
General Counsel and Secretary
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Martha L. Long
Controller
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Stephen C. Schoenbachler
Senior Vice President, Asset Management
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Thomas R. Shuler
Executive Managing Director; and
President, Management Services Division
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
____________________________________
* Each individual is a United States Citizen
<PAGE>
EXECUTIVE OFFICERS* (cont.)
Stephen B. Siegel
Executive Managing Director; and
President, Edward S. Gordon
Company, Incorporated
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Ronald Uretta
Chief Operating Officer and Treasurer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
____________________________________
* Each individual is a United States Citizen
<PAGE>
Insignia Properties Trust
TRUSTEES*
Frank M. Garrison
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Andrew L. Farkas
Chairman of the Board of Trustees
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
James A. Aston
President, Insignia Properties Trust
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
EXECUTIVE OFFICERS* (other than those listed above
who are also serving as trustees)
John K. Lines
Vice President
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Scott Kester
Vice President
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Ronald Uretta
Chief Financial Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
____________________________________
* Each individual is a United States Citizen
