<PAGE>
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. 7)
------------------------------------
SHELTER PROPERTIES III LIMITED PARTNERSHIP
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP Number)
------------------------------------
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
------------------------------------
OCTOBER 1, 1998
(Date of Event which Requires Filing of this Statement)
- -------------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
- -------------------------------------------------------------------------------
(Continued on following pages)
(Page 1 of 20 Pages)
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 2 of 20
--------
- ---------------------------------- -----------------------------------
<S> <C> <C>
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO PROPERTIES, L.P.
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 18,592
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,592
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,592
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 3 of 20
--------
- ---------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO-GP, INC.
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 18,592
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,592
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,592
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 4 of 20
--------
- ---------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
I.R.S. # 84-1259577
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 18,592
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,592
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,592
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
</TABLE>
<PAGE>
AMENDMENT NO. 7 TO SCHEDULE 13D
This Amendment No. 7, which relates to the units of limited
partnership interest ("Units") in Shelter Properties III Limited Partnership, a
South Carolina limited partnership (the "Partnership"), amends and supplements
the Statement on Schedule 13D (as amended through the date hereof, the
"Statement") previously filed with the Commission by Insignia Financial Group,
Inc. ("Insignia"). This Amendment No. 7 is being filed to report information
regarding the changes in beneficial ownership of the Units that occurred as a
result of the merger (the "AIMCO Merger") of Insignia, including its controlling
interest in Insignia Properties Trust ("IPT") with and into Apartment Investment
and Management Company, a Maryland corporation ("AIMCO"), with AIMCO being the
surviving corporation, on October 1, 1998. Accordingly, this Amendment No. 7
relates to Units beneficially owned by AIMCO Properties, L.P., a Delaware
limited partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware corporation
("AIMCO-GP"), and AIMCO (AIMCO OP, AIMCO-GP and AIMCO are sometimes collectively
referred to in this Statement as the "Reporting Persons").
The following Items of the Statement are hereby supplemented and/or
amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Following the AIMCO Merger, AIMCO OP, AIMCO-GP and AIMCO
became beneficial owners of the Units. The principal business address of each of
the Reporting Persons is located at 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222.
As of June 30, 1998, AIMCO owns an approximately 89% controlling
interest in AIMCO OP through its wholly-owned subsidiaries, AIMCO-LP, Inc., a
Delaware corporation ("AIMCO-LP"), and AIMCO-GP. AIMCO-LP is a limited partner
of AIMCO OP (owning approximately 88% of the total equity interests) and
AIMCO-GP is the sole general partner of AIMCO (owning approximately 1% of the
total equity interests). The principal business of AIMCO OP is to own and
operate multifamily residential properties. The principal business of AIMCO-GP
is to act as the sole general partner of AIMCO OP. The directors and executive
officers of AIMCO-GP, which is the general partner of AIMCO OP, may be deemed to
control the management of AIMCO OP. AIMCO-GP's executive officers are the same
as those of AIMCO and the two directors of AIMCO-GP, Terry Considine and Peter
K. Kompaniez, are also directors of AIMCO. The name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of AIMCO-GP and AIMCO are set forth in Schedule I to this
Statement.
AIMCO was formed on January 10, 1994 and currently is one of the
largest owners and managers of multifamily apartment properties in the United
States, based on apartment unit data compiled by the National Multi Housing
Council as of January 1, 1998. As of June 30, 1998, AIMCO, through its
subsidiaries, owned or controlled 58,345 units in 210 apartment communities and
had an equity interest in 74,318 units in 478 apartment communities. In
addition, AIMCO managed 68,248 units in 357 apartment communities for third
parties and affiliates, for an aggregate portfolio of owned and managed
properties of 200,911 units in 1,045 apartment communities. The apartment
communities are located in 42 states, the District of Columbia and Puerto Rico.
AIMCO has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes. AIMCO conducts substantially all of its operations
through AIMCO OP and its subsidiaries.
On October 1, 1998, AIMCO acquired substantially all of Insignia's
residential assets and ownership interests (including its controlling interest
in IPT) pursuant to the AIMCO Merger. Insignia was a fully integrated real
estate services organization specializing in the ownership and operation of
5
<PAGE>
securitized real estate assets, and was the largest manager of multifamily
residential properties in the United States as of January 1, 1998. As of the
consummation of the AIMCO Merger, Insignia provided, among other things,
property and/or asset management services for over 3,800 properties, including
approximately 272,000 residential units. Following the AIMCO Merger, AIMCO will
operate more than 2,000 properties, including nearly 400,000 apartment units
serving approximately one million residents.
(d)-(e) During the past five years none of the Reporting Persons,
nor, to the best knowledge of the Reporting Persons, any of the persons listed
on Schedule I, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in him
or it being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF THE TRANSACTION.
Effective October 1, 1998 in connection with the AIMCO Merger,
AIMCO acquired a controlling interest in IPT, which in turn controls the general
partner of the Partnership (the "General Partner"). Upon consummation of the
AIMCO Merger, AIMCO appointed the directors and officers of AIMCO-GP (which is a
wholly-owned subsidiary of AIMCO) as the directors and officers of the General
Partner. In addition, AIMCO owns a majority of the company that manages the
Partnership's properties. The Reporting Persons intend that the Partnership will
continue its business and operations substantially as they are currently being
conducted.
In the near future, the Reporting Persons may acquire additional
Units or sell Units. Any acquisition may be made through private purchases,
market purchases or transactions effected on a so-called partnership trading
board, through one or more future tender or exchange offers, by merger,
consolidation or by any other means deemed advisable. Any acquisition may be for
cash, limited partnership interests in AIMCO OP or other consideration. The
Reporting Persons also may consider selling some or all of the Units they own to
persons not yet determined, which may include affiliates of AIMCO OP. AIMCO OP
may also buy the Partnership's properties, although it has no present intention
to do so. There can be assurance, however, that the Reporting Persons will
initiate or complete, or will cause the Partnership to initiate or complete, any
transaction during any specific time period or at all.
The Reporting Persons do not have any present plans or proposals
which relate to or would result in any material changes in the Partnership's
structure or business such as a merger, reorganization or liquidation. The
Reporting Persons have no present intention to cause the Partnership to sell any
of its properties or to prepay current mortgages within any specified time
period. A merger or other consolidation transaction and certain kinds of other
extraordinary transactions may require a vote of the limited partners of the
Partnership in accordance with the Partnership's Limited Partnership Agreement
or applicable state laws. The Reporting Persons' primary objective in acquiring
the Units is not to influence the vote on any particular transaction, but rather
to acquire additional interests in the Partnership at prices deemed acceptable
by the General Partner.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result of Insignia being merged with and into AIMCO,
with AIMCO being the surviving corporation, in the AIMCO Merger, AIMCO succeeded
to Insignia as the beneficial owner of the Units. Immediately following the
AIMCO Merger on October 1, 1998, IPLP and AIMCO OP entered into an Assignment
and Assumption Agreement (the "Assignment Agreement"), pursuant to which IPLP
transferred and assigned, among other things, the Units directly owned by it to
AIMCO OP.
6
<PAGE>
Accordingly, AIMCO OP succeeded to IPLP as owner of the Units previously
directly owned by IPLP. AIMCO-GP and AIMCO may be deemed to beneficially own the
Units directly owned by AIMCO OP by reason of their relationship with AIMCO OP.
AIMCO controls AIMCO OP through its two wholly-owned subsidiaries, AIMCO-GP,
which is the sole general partner of AIMCO OP, and AIMCO-LP, which is a limited
partner (owning approximately 88% of the total equity interests) of AIMCO OP.
Accordingly, for purposes of this Statement: (i) 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 18,592 (representing approximately
33.8% of the outstanding) Units directly owned by it; and (ii) AIMCO-GP and
AIMCO are reporting that they each share the power to vote or direct the vote
and the power to dispose or direct the disposition of the 18,592 Units directly
owned by AIMCO OP.
(c) See Schedule II to this amendment for a list of transactions
effected by IPLP through private purchases within the past 60 days. Pursuant to
the Assignment Agreement, these Units were transferred by IPLP to AIMCO OP
effective October 1, 1998.
(e) Following the AIMCO Merger and the subsequent assignment of the
Units owned by IPLP to AIMCO OP pursuant to the Assignment Agreement, on October
1, 1998, IPLP and IPT ceased to be beneficial owners of the Units.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information in Item 5 and the Assignment Agreement, which is
attached hereto as Exhibit 7.10, is incorporated herein by reference.
In addition to the AIMCO Merger, effective October 1, 1998, AIMCO
and IPT entered into an agreement and plan of merger (the "IPT Merger
Agreement"), which provides for, among other things, (a) the merger of IPT with
and into AIMCO, with AIMCO being the surviving corporation, or (b) the merger of
a subsidiary of AIMCO with and into IPT, with IPT being the surviving
corporation (collectively, the "IPT Merger"). The IPT Merger Agreement provides
that, upon consummation of the IPT Merger, shareholders of IPT (the "IPT
Shareholders") will receive $13.25 per common share of beneficial ownership,
$.01 par value per share (the "Shares"), of IPT in cash, or $13.28 per Share in
shares of common stock of AIMCO, at AIMCO's option.
The IPT Merger is subject to the approval of the IPT Shareholders,
regulatory approvals, and the satisfaction or waiver of various other
conditions. AIMCO has agreed to vote all Shares owned by it in favor of the IPT
Merger Agreement and the transactions contemplated thereby, and granted certain
members of the Board of Trustees of IPT (the "IPT Board") an irrevocable proxy
(the "Irrevocable Limited Proxy") to vote all Shares held by AIMCO at all
meetings of IPT Shareholders, and in every written consent in lieu of such
meetings, in favor of approval of the IPT Merger and any matter that could
reasonably be expected to facilitate the IPT Merger. Each grantee under the
Irrevocable Limited Proxy explicitly agreed in writing to vote all Shares
subject to the Irrevocable Limited Proxy in favor of the IPT Merger. The
Irrevocable Limited Proxy will terminate upon the earlier of (a) January 1, 2002
and (b) the consummation of the IPT Merger.
The board of directors of AIMCO and the IPT Board may agree in
writing to terminate the IPT Merger Agreement without completing the IPT Merger.
The IPT Merger Agreement may also be terminated in certain other circumstances.
7
<PAGE>
If the IPT Merger is not completed, AIMCO will continue to control
the majority of outstanding Shares. However, certain transactions involving
AIMCO and IPT that occur between the effective time of the IPT Merger and the
termination of the IPT Merger Agreement between AIMCO and IPT, including the
acquisition by AIMCO of assets of IPLP and interests in partnerships controlled
by IPT (including the Partnership), will be unwound.
The IPT Merger Agreement also provides that Andrew L. Farkas, James
A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrmann will
continue to serve as trustees of IPT (collectively, the "Continuing Trustees")
until the earlier of the closing of the IPT Merger or the termination of the IPT
Merger Agreement. Pursuant to the IPT Merger Agreement and the Bylaws of IPT, a
majority of the Continuing Trustees must approve, among other things, the
following actions: (i) removal of a Continuing Trustee; (ii) termination of
IPT's independent auditors or the financial advisor or legal counsel for the IPT
Merger; (iii) all alternative proposals to acquire IPT or its subsidiaries; (iv)
amendment or waiver of any provision of (A) the IPT Merger Agreement, (B) the
Fourth Amended and Restated Agreement of Limited Partnership of Insignia
Properties, L.P., (C) the Declaration of Trust of IPT or (D) the Bylaws of IPT;
(v) modification of the powers of the Continuing Trustees, and (vi) making of
loans by IPT or its subsidiaries to AIMCO or its subsidiaries. The Continuing
Trustees' special powers terminate on the earliest to occur of (i) the IPT
Merger, (ii) January 1, 2002 or (iii) the sooner termination of the IPT Merger
Agreement under certain circumstances.
In connection with the execution of the IPT Merger Agreement, AIMCO
and certain shareholders of IPT entered into an agreement, dated October 1, 1998
(the "Shareholder's Agreement"), whereby AIMCO agreed that, following a
termination of the IPT Merger Agreement under certain circumstances, it will
vote its IPT Shares as follows: for the first two annual meetings of IPT
Shareholders following such a termination, in favor of designees of the
Continuing Trustees so that such designees constitute a majority of the trustees
of the IPT Board, and thereafter in favor of designees of the Continuing
Trustees so that such designees constitute one less than a majority of the
trustees of the IPT Board. The Shareholder's Agreement remains in effect as long
as AIMCO and/or its affiliates own at least 10% of the outstanding IPT Shares,
but terminates upon consummation of the IPT Merger.
The information set forth above and in Item 2 is qualified in its
entirety by reference to the IPT Merger Agreement, Irrevocable Limited Proxy,
IPT Bylaws and Shareholder's Agreement, each of which is attached hereto as
Exhibits 7.11, 7.12, 7.13 and 7.14 and incorporated herein by reference.
8
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.10 Assignment and Assumption Agreement, dated as of
October 1, 1998, between IPLP and AIMCO OP.
Exhibit 7.11 Agreement and Plan of Merger, dated as of
October 1, 1998, by and between AIMCO and IPT.
Exhibit 7.12 Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston
and Frank M. Garrison.
Exhibit 7.13 Second Amended and Restated Bylaws of IPT, dated
October 2, 1998.
Exhibit 7.14 Shareholder's Agreement, dated October 1, 1998,
among AIMCO, Andrew L. Farkas, James A. Aston and
Frank M. Garrison.
Exhibit 7.15 Agreement of Joint Filing, dated October 26,
1998, among the Reporting Persons.
9
<PAGE>
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: October 26, 1998
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
----------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------
Patrick J. Foye
Executive Vice President
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
10
<PAGE>
SCHEDULE I
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
AIMCO-GP AND AIMCO
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO-GP AND AIMCO. Set forth in
the table below are the name and the present principal occupations or employment
and the name, principal business and address of any corporation or other
organization in which such occupation or employment is conducted of each of the
directors and executive officers of AIMCO-GP and AIMCO. Unless otherwise
indicated, each person identified below is employed by AIMCO-GP and AIMCO. The
principal business address of each of AIMCO-GP and AIMCO and, unless otherwise
indicated, each person identified below, is 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222. The two directors of AIMCO-GP are Terry Considine
and Peter K. Kompaniez. All persons identified below are United States citizens.
<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Terry Considine Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez Vice Chairman, President and Director
Thomas W. Toomey Executive Vice President - Finance and Administration
Joel F. Bonder Executive Vice President and General Counsel and Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
David L. Williams Executive Vice President - Property Operations
Harry G. Alcock Senior Vice President - Acquisitions
Troy D. Butts Senior Vice President and Chief Financial Officer
Martha Carlin Senior Vice President - Ancillary Services
Joseph DeTuno Senior Vice President - Property Redevelopment
Jack W. Marquardt Senior Vice President - Accounting
Leeann Morein Senior Vice President - Investor Services and Secretary
David O'Leary Senior Vice President - Buyers Access
R. Scott Wesson Senior Vice President - Chief Information Officer
Richard S. Ellwood Director; Chairman, Audit Committee
J. Landis Martin Director; Chairman, Compensation Committee
Thomas L. Rhodes Director
John D. Smith Director
</TABLE>
2. BIOGRAPHICAL INFORMATION. The following is a biographical summary of
the experience of the current directors and executive officers of AIMCO-GP and
AIMCO for the past five years or more. Directors of AIMCO are identified by an
asterisk.
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
Terry Considine* Mr. Considine has been Chairman of the Board of
Directors and Chief Executive Officer of AIMCO since
July 1994. He is the sole owner of Considine
Investment Co. and prior to July 1994 was owner of
approximately 75% of Property Asset Management,
L.L.C., a Colorado limited liability company, and its
related
I-1
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
entities (collectively, "PAM"), one of AIMCO's
predecessors. On October 1, 1996, Mr. Considine was
appointed Co-Chairman and director of Asset Investors
Corp. and Commercial Asset Investors, Inc., two other
public real estate investment trusts, and appointed as
a director of Financial Assets Management, LLC, a real
estate investment trust manager. Mr. Considine has
been involved as a principal in a variety of real
estate activities, including the acquisition,
renovation, development and disposition of properties.
Mr. Considine has also controlled entities engaged in
other businesses such as television broadcasting,
gasoline distribution and environmental laboratories.
Mr. Considine received a B.A. from Harvard College, a
J.D. from Harvard Law School and is admitted as a
member of the Massachusetts Bar. Mr. Considine has had
substantial multifamily real estate experience. From
1975 through July 1994, partnerships or other entities
in which Mr. Considine had controlling interests
invested in approximately 35 multifamily apartment
properties and commercial real estate properties. Six
of these real estate assets (four of which were
multifamily apartment properties and two of which were
office properties) did not generate sufficient cash
flow to service their related indebtedness and were
foreclosed upon by their lenders, causing pre-tax
losses of approximately $11.9 million to investors and
losses of approximately $2.7 million to Mr. Considine.
Peter K. Kompaniez* Mr. Kompaniez has been Vice Chairman, President and
a director of AIMCO since July 1994. Since September
1993, Mr. Kompaniez has owned 75% of PDI Realty
Enterprises, Inc., a Delaware corporation ("PDI"), one
of AIMCO's predecessors, and serves as its President
and Chief Executive Officer. From 1986 to 1993, he
served as President and Chief Executive Officer of
Heron Financial Corporation ("HFC"), a United States
holding company for Heron International, N.V.'s real
estate and related assets. While at HFC, Mr. Kompaniez
administered the acquisition, development and
disposition of approximately 8,150 apartment units
(including 6,217 units that have been acquired by the
AIMCO) and 3.1 million square feet of commercial real
estate. Prior to joining HFC, Mr. Kompaniez was a
senior partner with the law firm of Loeb and Loeb
where he had extensive real estate and REIT
experience. Mr. Kompaniez received a B.A. from Yale
College and a J.D. from the University of California
(Boalt Hall). The downturn in the real estate markets
in the late 1980s and early 1990s adversely affected
the United States real estate operations of Heron
International N.V. and its subsidiaries and affiliates
(the "Heron Group"). During this period from 1986 to
1993, Mr. Kompaniez served as President and Chief
Executive Officer of Heron Financial Corporation
("HFC"), and as a director or officer of
I-2
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
certain other Heron Group entities. In 1993, HFC, its
parent Heron International, and certain other members
of the Heron Group voluntarily entered into
restructuring agreements with separate groups of their
United States and international creditors. The
restructuring agreement for the United States members
of the Heron Group generally provided for the joint
assumption of certain liabilities and the pledge of
unencumbered assets in support of such liabilities for
the benefit of their United States creditors. As a
result of the restructuring, the operations and assets
of the United States members of the Heron Group were
generally separated from those of Heron International
and its non-United States subsidiaries. At the
conclusion of the restructuring, Mr. Kompaniez
commenced the operations of PDI, which was engaged to
act as asset and corporate manager of the continuing
United States operations of HFC and the other United
States Heron Group members for the benefit of the
United States creditors. In connection with certain
transactions effected at the time of the initial
public offering of AIMCO Common Stock, Mr. Kompaniez
was appointed Vice Chairman of AIMCO and substantially
all of the property management assets of PDI were
transferred or assigned to AIMCO.
Thomas W. Toomey Mr. Toomey has served as Senior Vice President -
Finance and Administration of AIMCO since January 1996
and was promoted to Executive Vice-President-Finance
and Administration in March 1997. From 1990 until
1995, Mr. Toomey served in a similar capacity with
Lincoln Property Company ("LPC") as well as Vice
President/Senior Controller and Director of
Administrative Services of Lincoln Property Services
where he was responsible for LPC's computer systems,
accounting, tax, treasury services and benefits
administration. From 1984 to 1990, he was an audit
manager with Arthur Andersen & Co. where he served
real estate and banking clients. From 1981 to 1983,
Mr. Toomey was on the audit staff of Kenneth Leventhal
& Company. Mr. Toomey received a B.S. in Business
Administration/Finance from Oregon State University
and is a Certified Public Accountant.
Joel F. Bonder Mr. Bonder was appointed Executive Vice President and
General Counsel of AIMCO effective December 8, 1997.
Prior to joining AIMCO, Mr. Bonder served as Senior
Vice President and General Counsel of NHP from April
1994 until December 1997. Mr. Bonder served as Vice
President and Deputy General Counsel of NHP from June
1991 to March 1994 and as Associate General Counsel of
NHP from 1986 to 1991. From 1983 to 1985, Mr. Bonder
was with the Washington, D.C. law firm of Lane &
Edson, P.C. From 1979 to 1983, Mr. Bonder practiced
with the Chicago law firm of Ross and Hardies. Mr.
Bonder
I-3
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
received an A.B. from the University of Rochester and
a J.D. from Washington University School of Law.
Patrick J. Foye Mr. Foye has served as Executive Vice President of
AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye
was a partner in the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP from 1989 to 1998 and was Managing
Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also
Deputy Chairman of the Long Island Power Authority and
serves as a member of the New York State Privatization
Council. He received a B.A. from Fordham College and a
J.D. from Fordham University Law School.
Robert Ty Howard Mr. Howard was appointed Executive Vice President -
Ancillary Services in February 1998. Prior to joining
AIMCO, Mr. Howard served as an officer and/or director
of four affiliated companies, Hecco Ventures, Craig
Corporation, Reading Company and Decurion Corporation.
Mr. Howard was responsible for financing, mergers and
acquisitions activities, investments in commercial
real estate, both nationally and internationally,
cinema development and interest rate risk management.
From 1983 to 1988, he was employed by Spieker
Properties. Mr. Howard received a B.A. from Amherst
College, a J.D. from Harvard Law School and an M.B.A.
from Stanford University Graduate School of Business.
Steven D. Ira Mr. Ira is a Co-Founder of AIMCO and has served as
Executive Vice President of AIMCO since July 1994.
From 1987 until July 1994, he served as President of
PAM. Prior to merging his firm with PAM in 1987, Mr.
Ira acquired extensive experience in property
management. Between 1977 and 1981 he supervised the
property management of over 3,000 apartment and mobile
home units in Colorado, Michigan, Pennsylvania and
Florida, and in 1981 he joined with others to form the
property management firm of McDermott, Stein and Ira.
Mr. Ira served for several years on the National
Apartment Manager Accreditation Board and is a former
president of both the National Apartment Association
and the Colorado Apartment Association. Mr. Ira is the
sixth individual elected to the Hall of Fame of the
National Apartment Association in its 54-year history.
He holds a Certified Apartment Property Supervisor
(CAPS) and a Certified Apartment Manager designation
from the National Apartment Association, a Certified
Property Manager (CPM) designation from the National
Institute of Real Estate Management (IREM) and he is a
member of the Board of Directors of the National
Multi-Housing Council, the National Apartment
Association and the Apartment Association of Metro
Denver. Mr. Ira received a B.S. from Metropolitan
State College in 1975.
I-4
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
David L. Williams Mr. Williams has been Executive Vice President -
Operations of AIMCO since January 1997. Prior to
joining AIMCO, Mr. Williams was Senior Vice President
of Operations at Evans Withycombe Residential, Inc.
from January 1996 to January 1997. Previously, he was
Executive Vice President at Equity Residential
Properties Trust from October 1989 to December 1995.
He has served on National Multi-Housing Council Boards
and NAREIT committees. Mr. Williams also served as
Senior Vice President of Operations and Acquisitions
of US Shelter Corporation from 1983 to 1989. Mr.
Williams has been involved in the property management,
development and acquisition of real estate properties
since 1973. Mr. Williams received his B.A. in
education and administration from the University of
Washington in 1967.
Harry G. Alcock Mr. Alcock has served as Vice President since July
1996, and was promoted to Senior Vice President -
Acquisitions in October 1997, with responsibility for
acquisition and financing activities since July 1994.
From June 1992 until July 1994, Mr. Alcock served as
Senior Financial Analyst for PDI and HFC. From 1988 to
1992, Mr. Alcock worked for Larwin Development Corp.,
a Los Angeles based real estate developer, with
responsibility for raising debt and joint venture
equity to fund land acquisitions and development. From
1987 to 1988, Mr. Alcock worked for Ford Aerospace
Corp. He received his B.S. from San Jose State
University.
Troy D. Butts Mr. Butts has served as Senior Vice President and
Chief Financial Officer of AIMCO since November 1997.
Prior to joining AIMCO, Mr. Butts served as a Senior
Manager in the audit practice of the Real Estate
Services Group for Arthur Andersen LLP in Dallas,
Texas. Mr. Butts was employed by Arthur Andersen LLP
for ten years and his clients were primarily
publicly-held real estate companies, including office
and multi-family real estate investment trusts. Mr.
Butts holds a Bachelor of Business Administration
degree in Accounting from Angelo State University and
is a Certified Public Accountant.
Martha Carlin Ms. Carlin has served as Vice President since
September 1996 and was promoted to Senior Vice
President - Ancillary Services in December 1997. From
December 1995 until September 1996, Ms. Carlin served
as Chief Financial Officer for Wentwood Investment
Partners. Ms. Carlin was employed by Arthur Andersen
LLP for six years, with a primary focus in real
estate. Ms. Carlin was also employed by MCI
Communications and Lincoln Property Company. Ms.
Carlin received a B.S. from the University of Kentucky
and is a certified public accountant.
I-5
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
Joseph DeTuno Mr. DeTuno has been Senior Vice President - Property
Redevelopment of AIMCO since September 1997. Mr.
DeTuno was president and founder of JD Associates, his
own full service real estate consulting, advisory and
project management company which he founded in 1990.
JD Associates provided development management,
financial analysis, business plan preparation and
implementation services. Previously, Mr. DeTuno served
as President/Partner of Gulfstream Commercial
Properties, President and Co-managing Partner of
Criswell Development Company, Vice President of Crow
Hotel and Company and Project Director with Perkins &
Will Architects and Planners. Mr. DeTuno received his
B.A. in architecture and is a registered architect in
Illinois and Texas.
Jack W. Marquardt Mr. Marquardt has been Senior Vice President -
Accounting of AIMCO since September 1997. Mr.
Marquardt brings over 17 years of real estate
accounting experience to AIMCO. From October 1992
through August 1997, Mr. Marquardt served as Vice
President/Corporate Controller and Manager of Data
Processing for Transwestern Property Company, where he
was responsible for corporate accounting, tax,
treasury services and computer systems. From August
1986 through September 1992, Mr. Marquardt worked in
the real estate accounting area of Aetna Realty
Investors, Inc. serving as Regional Controller from
April 1990 through September 1992. Mr. Marquardt
received a B.S. in Business Administration/Finance
from Ohio State University.
Leeann Morein Ms. Morein has served as Senior Vice President -
Investor Services since November 1997. Ms. Morein has
served as Secretary of AIMCO since July 1994. From
July 1994 until October 1997 Ms. Morein also served as
Chief Financial Officer. From September 1990 to March
1994, Ms. Morein served as Chief Financial Officer of
the real estate subsidiaries of California Federal
Bank, including the general partner of CF Income
Partners, L.P., a publicly-traded master limited
partnership. Ms. Morein joined California Federal in
September 1988 as Director of Real Estate Syndications
Accounting and became Vice President-Financial
Administration in January 1990. From 1983 to 1988, Ms.
Morein was Controller of Storage Equities, Inc., a
real estate investment trust, and from 1981 to 1983,
she was Director of Corporate Accounting for Angeles
Corporation, a real estate syndication firm. Ms.
Morein worked on the audit staff of Price Waterhouse
from 1979 to 1981. Ms. Morein received a B.A. from
Pomona College and is a Certified Public Accountant.
David O'Leary Mr. O'Leary has been President of Property Services
Group, Inc., an AIMCO subsidiary since December 1997.
Property Services Group, Inc. administers the Buyers
Access program.
I-6
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
From 1993 until 1997, Mr. O'Leary served as Regional
Vice President and Senior Vice President for Property
Services Group, Inc., with responsibility for program
marketing and sales. From 1981 to 1993 Mr. O'Leary
served as Vice President and Executive Vice President
for Commonwealth Pacific Inc., a privately held real
estate investment and management firm based in
Seattle, Washington. During his tenure with
Commonwealth Pacific, Inc., Mr. O'Leary was
responsible for acquisitions, dispositions,
development, and asset management from offices located
in Houston and Dallas, Texas, Atlanta, Georgia and
Seattle, Washington. Mr. O'Leary also served as Vice
President for Johnstown American Companies, directing
acquisition activities for the Northeast United
States. Mr. O'Leary received his B.A. Degree from the
University of Utah in 1979.
R. Scott Wesson Mr. Wesson has served as Senior Vice President -
Chief Information Officer of AIMCO since July 1997.
From 1994 until 1997, Mr. Wesson served as Vice
President of Information Services at Lincoln Property
Company, where he was responsible for information
systems infrastructure, technology planning and
business process re-engineering. From 1992 to 1994,
Mr. Wesson served in the role of Director of Network
Services for Lincoln Property Company, where he was
responsible for the design and deployment of the
company's Wide Area Network and Local Area Networks,
comprising over 2,500 workstations in over 40
locations nationwide. From 1988 to 1992, he was a
systems consultant with Automatic Data Processing
involved in design, planning and deployment of
financial and human resources systems for several
major, multinational organizations. From 1984 to 1987,
he was a Senior Analyst with Federated Department
Stores, Inc. involved in planning and distribution.
Mr. Wesson received his B.S. from the University of
Texas in 1984.
Richard S. Ellwood* Mr. Ellwood was appointed a Director of AIMCO in July
12 Auldwood Lane 1994 and is currently Chairman of the Audit Committee.
Rumson, NJ 07760 Mr. Ellwood is the founder and President of R.S.
Ellwood & Co., Incorporated, a real estate investment
banking firm. Prior to forming R.S. Ellwood & Co.,
Incorporated in 1987, Mr. Ellwood had 31 years
experience on Wall Street as an investment banker,
serving as: Managing Director and senior banker at
Merrill Lynch Capital Markets from 1984 to 1987;
Managing Director at Warburg Paribas Becker from 1978
to 1984; general partner and then Senior Vice
President and a director at White, Weld & Co. from
1968 to 1978; and in various capacities at J.P. Morgan
& Co. from 1955 to 1968. Mr. Ellwood currently serves
as a director of FelCor Suite Hotels, Inc. and Florida
East Coast Industries, Inc.
I-7
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
J. Landis Martin* Mr. Martin was appointed a Director of AIMCO in July
1999 Broadway 1994 and became Chairman of the Compensation Committee
Suite 4300 in March 1998. Mr. Martin has served as President and
Denver, CO 80202 Chief Executive Officer and a Director of NL
Industries, Inc., a manufacturer of titanium dioxide,
since 1987. Mr. Martin has served as Chairman of
Tremont Corporation, a holding company operating
through its affiliates Titanium Metals Corporation
("TIMET") and NL Industries, Inc., since 1990 and as
Chief Executive Officer and a director of Tremont
since 1998. Mr. Martin has served as Chairman of
Timet, an integrated producer of titanium, since 1987
and Chief Executive Officer since January 1995. From
1990 until its acquisition by Dresser Industries, Inc.
("Dresser") in 1994, Mr. Martin served as Chairman of
the Board and Chief Executive Officer of Baroid
Corporation, an oilfield services company. In addition
to Tremont, NL and TIMET, Mr. Martin is a director of
Dresser, which is engaged in the petroleum services,
hydrocarbon and engineering industries.
Thomas L. Rhodes* Mr. Rhodes was appointed a Director of AIMCO in July
215 Lexington Avenue 1994. Mr. Rhodes has served as the President and
New York, NY 10016 a Director of National Review magazine since
4th Floor November 30, 1992, where he has also served as a
Director since 1998. From 1976 to 1992, he held
various positions at Goldman, Sachs & Co. and was
elected a General Partner in 1986 and served as a
General Partner from 1987 until November 27, 1992. He
is currently Co-Chairman of the Board, Co-Chief
Executive Officer and a Director of Commercial Assets
Inc. and Asset Investors Corporation. He also serves
as a Director of Delphi Financial Group, Inc. and its
subsidiaries, Delphi International Ltd., Oracle
Reinsurance Company, and the Lynde and Harry Bradley
Foundation. Mr. Rhodes is Chairman of the Empire
Foundation for Policy Research, a Founder and Trustee
of Change NY, a Trustee of The Heritage Foundation,
and a Trustee of the Manhattan Institute.
John D. Smith* Mr. Smith was appointed a Director of AIMCO in
3400 Peachtree Road November 1994. Mr. Smith is Principal and President
Suite 831 of John D. Smith Developments. Mr. Smith has been a
Atlanta, GA 30326 shopping center developer, owner and consultant for
over 8.6 million square feet of shopping center
projects including Lenox Square in Atlanta, Georgia.
Mr. Smith is a Trustee and former President of the
International Council of Shopping Centers and was
selected to be a member of the American Society of
Real Estate Counselors. Mr. Smith served as a Director
for Pan-American Properties, Inc. (National Coal Board
of Great Britain) formerly known as Continental
Illinois Properties. He also serves as a director of
American Fidelity Assurance Companies and is retained
as an advisor by Shop System Study Society, Tokyo,
Japan.
I-8
<PAGE>
SCHEDULE II
TRANSACTIONS IN THE UNITS
EFFECTED IN THE PAST 60 DAYS
Number of Price
Date Unit Purchased Per Unit
---- -------------- --------
8/17/98 3.00 $152.00
II-1
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
7.10 Assignment and Assumption Agreement, dated as of
October 1, 1998, between IPLP and AIMCO OP
(incorporated by reference to Exhibit (c)(1) to
Amendment No. 8 to the Tender Offer Statement on
Schedule 14D-1 filed by Cooper River Properties,
L.L.C., IPLP, IPT and AIMCO on October 19, 1998 with
respect to Consolidated Capital Institutional
Properties).
7.11 Agreement and Plan of Merger, dated as of October 1,
1998, by and between AIMCO and IPT (incorporated by
reference to Exhibit 2.1 of IPT's Current Report on
Form 8-K, File No. 1-14179, dated October 1, 1998).
7.12 Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston
and Frank M. Garrison (incorporated by reference to
Exhibit 99.1 of IPT's Current Report on Form 8-K,
File No. 1- 14179, dated October 1, 1998).
7.13 Second Amended and Restated Bylaws of IPT, dated
October 2, 1998 (incorporated by reference to Exhibit
3.2 of IPT's Current Report on Form 8-K, File No.
1-14179, dated October 1, 1998).
7.14 Shareholders' Agreement, dated October 1, 1998, among
AIMCO, Andrew L. Farkas, James A. Aston and Frank M.
Garrison (incorporated by reference to Exhibit 99.2
of IPT's Current Report on Form 8-K, File No.
1-14179, dated October 1, 1998).
7.15 Agreement of Joint Filing, dated October 26, 1998,
among the Reporting Persons.
20
<PAGE>
EXHIBIT 7.15
AGREEMENT OF JOINT FILING
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: October 26, 1998
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
