<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. 18)
-------------------------
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
(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
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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 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
11,365.6
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
11,365.6
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,346.3
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
===============================================================================
<PAGE> 3
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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 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
11,365.6
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
11,365.6
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,346.3
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
===============================================================================
<PAGE> 4
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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 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
11,365.6
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
11,365.6
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,346.3
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
===============================================================================
<PAGE> 5
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CUSIP No. NONE 13D/A Page 5 of 22
- ----------------- ----------------------
===============================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
REEDY 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
28,832.5
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
28,832.5
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,346.3
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
===============================================================================
<PAGE> 6
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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)[ ]
- -------------------------------------------------------------------------------
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
79,980.7
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
79,980.7
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,346.3
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
===============================================================================
<PAGE> 7
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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
79,980.7
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
79,980.7
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,346.3
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
- -------------------------------------------------------------------------------
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
91,346.3
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
91,346.3
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,346.3
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
===============================================================================
<PAGE> 9
AMENDMENT NO. 18 TO SCHEDULE 13D
This Amendment No. 18, which relates to units of limited
partnership interest ("Units") in Consolidated Capital Institutional
Properties, 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 Reedy River
Properties, L.L.C., a Delaware limited liability company ("Reedy 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. 18 relates to a
tender offer by Cooper River Properties, L.L.C., a Delaware limited partnership
("Cooper River") for up to 50,000 of the outstanding Units of the Partnership,
at a purchase price of $415.00 per Unit, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
July 30, 1998 and the related Assignment of Partnership Interest (which,
together with any supplements or amendments, collectively constitute the
"Offer"). Accordingly, this Amendment No. 18 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"), Reedy River, AIMCO OP, AIMCO-GP and AIMCO (Cooper
River, IPLP, IPT, Reedy 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 11,365.6 Units, Reedy River
directly owns 28,832.5 Units and AIMCO OP directly owns 51,148.2 Units (for an
aggregate of 91,346.3 Units), representing 5.7%, 14.5% and 25.7%, respectively,
or a total of 45.9% of the outstanding Units based on the 199,052 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 11,365.6 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
11,365.6 Units directly owned by Cooper River; (iii) Reedy 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 28,832.5 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 51,148.2 Units directly owned
by it and the 28,832.5 Units directly owned by Reedy 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 28,832.5 Units directly owned by Reedy
River and the 51,148.2 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 11,365.6 Units directly owned by
Cooper River, the 28,832.5 Units directly owned by Reedy River and the 51,148.2
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 11,365.6
Units, representing approximately 5.7% of the outstanding Units, at a purchase
price of $415.00 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
REEDY 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
375 Park Avenue Continuing Trustee of IPT since October 1,
Suite 3401 1998. Mr. Farkas' present principal
New York, New York 10152 occupation is to serve as the 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
15 South Main Street Continuing Trustee of IPT since October 1,
Greenville, South Carolina 29601 1998. Mr. Aston's present principal
occupation is to serve as Chief Financial
Officer and member of the Office of the
Chairman of Insignia.
Frank M Garrison* Frank M. Garrison currently serves as a
102 Woodmont Boulevard Continuing Trustee of IPT since October 1,
Suite 400 1998. Mr. Garrison's present principal
Nashville, Tennessee 37205 occupation is as a member of the Office of
the Chairman of Insignia.
S-6
<PAGE> 19
NAME PRESENT PRINCIPAL OCCUPATION
Bryan L. Herrmann* Bryan L. Herrmann currently serves as a
5043 Gould Avenue Continuing Trustee of IPT since October 1,
La Canada, California 91011 1998. Mr. Herrmann's present principal
occupation is as an investment 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
Warburg Dillon Read Continuing Trustee of IPT since October 1,
535 Madison Avenue 1998. Mr. Eckstein's present principal
6th Floor occupation is as Managing Director --
New York, New York 10011 Investment Banking of Paine Webber
Incorporated, 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, Reedy 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
REEDY 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
