SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)
______________________
Consolidated Capital Institutional Properties
(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
47,092.1 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
47,092.1 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
47,092.1 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
23.7%
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
46,417.6 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
46,417.6 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
46,417.6 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
23.3%
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
47,092.1 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
47,092.1 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
47,092.1 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
23.7%
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
46,417.6 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
46,417.6 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
46,417.6 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
23.3%
14. Type of Reporting Person
OO
<PAGE>
The undersigned hereby amend the statement on Schedule 13D filed on their
behalf on December 19, 1994 with the Securities and Exchange Commission and
amended on October 4, 1996. This Amendment No. 2 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"), and
open-market purchases by IPLP during January and February 1997.
Item 1. Security and Issuer
The name of the issuer is Consolidated Capital Institutional Properties, a
California limited partnership (the "Partnership"), and the address of its
principal executive offices is c/o Insignia Financial Group, Inc., One Insignia
Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602. The 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 Officer and President of Insignia and Chairman
of the Board of Directors 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
<PAGE>
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 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.
Item 3. Sources and Amount of Funds or Other Consideration
See Item 4.
<PAGE>
Item 4. Purpose of Transaction
On January 1, 1997, pursuant to the Contribution Agreement, Insignia,
Ventures and Liquidity contributed 42,887.9, 1,766.5 and 1,102 Units to IPLP,
respectively, in exchange for which IPLP issued limited partner units in IPLP to
Insignia.
In January 1997, IPLP made open-market purchases of 510.2 Units for an
aggregate cost of $161,515.00 (as reported on Annex B). In February 1997, IPLP
made open-market purchases of 151 Units for an aggregate cost of $48,320.87 (as
reported on Annex B).
Item 5. Interest in Securities of the Issuer
a. Insignia and Mr. Farkas may be deemed to be the beneficial owners of the
46,417.6 Units directly owned by IPLP and the 674.5 Units directly owned by
Ventures as set forth in Row 11 of the cover pages for Insignia and Mr. Farkas,
equalling the 23.7% 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 46,417.6
Units directly owned by IPLP as set forth in Row 11 of the cover pages for IPLP
abd IPT, equalling the 23.3% ownership set forth in Row 13 of the cover pages
for IPLP and IPT.
b. See Item 4.
c. A schedule of the purchases of Units effected by the Reporting Persons
in November and December 1996 is attached hereto as Annex A. A schedule of the
purchases of Units effected by the Reporting Persons in January and February
1997 is attached hereto as Annex B.
d. See Item 4.
e. As a result of Market and Liquidity's contributions to IPLP of their
1,766.5 and 1,102 Units, respectively, as described in Item 4 above, Market and
Liquidity have ceased to be the beneficial owners of more than 5% of Units and
thus have ceased to be Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
<PAGE>
See Item 4.
Item 7. Material to be Filed as Exhibits
Exhibit 7.8 Limited Partnership Unit Contribution Agreement,
dated as of December 31, 1996, by and among IPLP, Insignia,
Liquidity, Ventures and certain other parties named therein.
Exhibit 7.9 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
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
7.8 Limited Partnership Unit
Contribution Agreement, dated as of
December 31, 1996, by and among IPLP,
Insignia, Liquidity, Ventures and
certain other parties named
therein. 13
7.9 Joint Filing Agreement, dated
March 11, 1997. 20
EXHIBIT 7.8
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.
EXHIBIT 7.9
Agreement of Filing of Schedule 13D
Each of the undersigned hereby agrees that the Amendment No. 2 to Schedule
13D dated on or about April 24, 1997, to which this Agreement is attached as
Exhibit 7.9, 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
--------------------
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
<PAGE>
<TABLE>
ANNEX A
SCHEDULE OF TRANSACTIONS EFFECTED IN
NOVEMBER & DECEMBER 1996
Date of Number of Price
Purchaser Purchase Units Purchased Per Unit
<S> <C> <C> <C>
Liquidity 11/12/96 1.5 $302.00
2 $300.00
11/14/96 2 $305.00
20 $305.00
2 $305.00
2 $305.00
50 $325.00
2 $305.00
4 $305.00
2 $305.00
2 $305.00
11/20/96 2 $302.00
12/6/96 4 $300.00
2 $302.00
2 $302.00
2 $302.65
12/16/96 21.5 $283.50
21.5 $297.35
2 $252.00
2 $252.00
12/18/96 2 $252.00
4 $280.00
2 $252.00
12/26/96 3.5 $273.43
2 $275.00
4 $163.50
4 $163.50
4 $277.00
4 $280.00
Ventures 11/5/96 2 $267.50
5 $300.00
11/12/96 2 $305.00
2 $300.00
11/19/96 18.5 $307.40
<PAGE>
11/19/96 7 $279.43
50 $300.00
100 $284.93
11/27/96 8 $300.00
253.5 $322.74
12/2/96 3 $311.32
12/10/96 2 $315.00
2 $305.00
12/12/96 3 $310.00
12/18/96 2 $305.00
5 $305.00
8 $306.37
2 $307.50
7.5 $315.05
2 $305.00
12/26/96 25 $325.00
5 $315.00
40 $315.00
35 $295.00
</TABLE>
<PAGE>
<TABLE>
ANNEX B
SCHEDULE OF TRANSACTIONS EFFECTED IN JANUARY & FEBRUARY 1997
Number of Price
Purchaser Date Units Purchased Per Unit
<S> <C> <C> <C>
IPLP 1/6/97 2 $252.00
1/14/97 20 $297.00
10 $295.00
4 $280.00
5 $282.00
10.7 $29.90
1/22/97 150 $315.00
1/28/97 2 $255.00
15 $318.33
100 $354.00
35 $322.14
2 $252.00
2 $252.00
4 $280.00
40 $322.50
2 $275.00
4 $300.00
5 $305.00
2 $320.00
10 $325.00
11 $325.00
3.5 $334.80
3 $325.00
20 $335.00
4 $325.00
20 $330.96
4 $320.00
20 $312.33
2/11/97 2 $252.00
2 $305.00
2 $305.00
2 $305.00
2/12/97 27 $332.81
100 $317.81
10 $335.00
2/27/97 2 $275.00
4 $330.00
</TABLE>
