<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
------------------------------------
ANGELES PARTNERS XI
(Name of Subject Company)
COOPER RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
------------------------------------
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 on Behalf of Bidders)
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
------------------------------------
<PAGE>
- -------------- --------------
CUSIP No. NONE 14D-1/A Page 2
- -------------- --------------
===============================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
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. Sources of Funds
AF
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
OO
===============================================================================
<PAGE>
- -------------- --------------
CUSIP No. NONE 14D-1/A Page 3
- -------------- --------------
===============================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
INSIGNIA PROPERTIES, L.P.
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
WC
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
PN
===============================================================================
<PAGE>
- -------------- --------------
CUSIP No. NONE 14D-1/A Page 4
- -------------- --------------
===============================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
INSIGNIA PROPERTIES TRUST
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
NOT APPLICABLE
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
MARYLAND
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
OO
===============================================================================
<PAGE>
- -------------- --------------
CUSIP No. NONE 14D-1/A Page 5
- -------------- --------------
===============================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
NOT APPLICABLE
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
MARYLAND
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
80
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0.2%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
CO
===============================================================================
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 14D-1
This Amendment No. 5 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on August 12,
1998, as amended by Amendment No. 1 filed with the Commission on September 10,
1998, Amendment No. 2 filed with the Commission on September 21, 1998,
Amendment No. 3 filed with the Commission September 28, 1998 and Amendment No.
4 filed with the Commission on October 5, 1998 (the "Statement") by Cooper
River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"),
Insignia Properties Trust ("IPT") and Insignia Financial Group, Inc.
("Insignia") relating to the tender offer of the Purchaser for up to 18,000 of
the outstanding units of limited partnership interest (the "Units") of Angeles
Partners XI (the "Partnership"), at a purchase price of $150 per Unit, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated August 12, 1998 (the "Offer to Purchase") and the
related Assignment of Partnership Interest (which, together with any
supplements or amendments, collectively constitute the "Offer"). This Amendment
No. 5 is being filed to report, among other things, information regarding the
change in control of the bidders that occurred as a result of the merger (the
"AIMCO Merger") of Insignia with and into Apartment Investment and Management
Company, a Maryland Corporation ("AIMCO") on October 1, 1998, as disclosed in
Section 11 of the Offer to Purchase. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Offer to Purchase and the
original Statement.
The following Items of the Statement are hereby supplemented
and/or amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by the Purchaser,
IPLP, IPT and AIMCO (collectively, the "Bidders"). As a result of the
completion of the AIMCO Merger on October 1, 1998, AIMCO succeeded to 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 Properties, L.P., a Delaware limited
partnership which is controlled by AIMCO ("AIMCO OP"). Accordingly, IPT remains
the sole general partner of IPLP (owning approximately 70% of the total equity
interests of IPLP) and AIMCO OP is the sole limited partner of IPLP (owning
approximately 30% 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. 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, Inc., a Delaware corporation ("AIMCO-GP"). AIMCO-LP
is a limited partner of AIMCO OP (owning approximately 88% of the outstanding
equity interests) and AIMCO-GP is the sole general partner of AIMCO OP (owning
approximately 1% of the outstanding equity interests).
AIMCO. 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
6
<PAGE>
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 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.
Also, on 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.
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, will be unwound.
Schedule II attached hereto, relating to certain information
regarding the directors and executive officers of AIMCO, hereby replaces
Schedule III to the Offer to Purchase in its entirety.
IPLP and IPT. 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, all of the Units directly owned by IPLP to AIMCO OP in
exchange for common units of limited partnership interest in AIMCO OP.
7
<PAGE>
On September 17, 1998, Angeles Mortgage Investment Trust, an
unincorporated California business trust whose Class A shares were traded on
the American Stock Exchange under the symbol ANM ("AMIT"), was merged with and
into IPT, with IPT being the surviving entity (the "AMIT Merger"). As a result
of the AMIT Merger, IPT's common shares are now listed and traded on the
American Stock Exchange under the symbol FFO.
Schedule I attached hereto, relating to certain information
regarding the trustees and executive officers of IPT, hereby supplements and
amends Schedule II to the Offer to Purchase.
The Purchaser. Upon consummation of the AIMCO Merger, IPLP was
appointed managing member of the Purchaser and therefore replaced all of the
managers listed on Schedule I to the Offer to Purchase.
The principal executive offices of the Purchaser, IPLP, IPT and
AIMCO are located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado
80222 and the telephone number of each is (303) 757-8101.
(e)-(f) During the last five years, none of the Bidders, nor to
the best of their knowledge any of the persons listed in Schedules I or II to
the Offer to Purchase (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining further violations of or prohibiting activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Purchaser expects to obtain all of the funds required to
purchase 18,000 Units, if tendered, and to pay related fees and expenses from
IPLP through capital contributions. IPLP in turn will receive funds from AIMCO
(or any of its affiliates), which intends to use its cash from operations and
equity issuances. The Purchaser has not conditioned the Offer on obtaining
financing.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
IPT, through the Purchaser (which is an affiliate of the General
Partner), is seeking to acquire Units pursuant to the Offer in order to
increase its equity interest in the Partnership, primarily for investment
purposes and with a view to making a profit. Following the completion of the
Offer, IPT and/or persons related to or affiliated with it may acquire
additional Units. Any such acquisition may be made through private purchases,
through one or more future tender or exchange offers or by any other means
deemed advisable. Any such acquisition may be at a price higher or lower than
the price to be paid for the Units purchased pursuant to the Offer, and may be
for cash or other consideration. AIMCO presently is considering whether,
following the consummation of the Offer, it will engage in one or more exchange
offers or tender offers for Units. There is a substantial likelihood that,
within a relatively short time after the consummation of the Offer, AIMCO or
one of its affiliates will offer to acquire Units in exchange for, at the
option of limited partners of AIMCO OP, preferred units or common units of
limited partnership interest in AIMCO OP. While such an exchange offer is
probable, no definite plans exist as to when or whether to commence such an
exchange offer, or as to the terms of any such exchange offer, and it is
possible none will occur. AIMCO also expects that after consummation of the
Offer it will consider and may pursue other means of acquiring additional
Units, including through further cash tender offers, negotiated purchases or
otherwise. AIMCO and IPT (which are affiliates of the General Partner) also may
consider disposing of some or all of the Units the Purchaser acquires pursuant
to the
8
<PAGE>
Offer, either directly or by a sale or other disposition of one or more
interests in IPT or IPLP, depending among other things on the requirements from
time to time of AIMCO, IPT and their affiliates in light of liquidity,
strategic, tax and other considerations.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Upon consummation of the AIMCO Merger, effective October 1, 1998,
IPLP and AIMCO OP entered into the Assignment Agreement pursuant to which IPLP
transferred and assigned, among other things, the Units directly owned by it to
AIMCO OP. Accordingly, AIMCO OP currently owns the 80 (representing
approximately 0.2% of the outstanding) Units previously owned by IPLP, and
AIMCO may be deemed to beneficially own those Units as a result of its interest
in AIMCO OP. The information in Item 2 above is incorporated herein by
reference, and information regarding the Assignment Agreement is qualified in
its entirety by reference to that Agreement, which is attached hereto as
Exhibit (c)(1) and incorporated herein by reference.
Except as otherwise set forth herein, none of the Purchaser,
IPLP, IPT, AIMCO or, to the best of Purchaser's knowledge any of the persons
listed on Schedules I or II to the Offer to Purchase, or any affiliate of the
foregoing, (i) beneficially owns or has a right to acquire any Units, (ii) has
effected any transaction in the Units in the last 60 days, or (iii) has any
contract, arrangement, understanding or relationship with any person with
respect to any securities of the Partnership, including, but not limited to,
contracts, arrangements, understandings or relationships concerning the
transfer or voting thereof, joint ventures, loan or option arrangements, puts
or calls, guarantees of loans, guarantees against loss of the giving or
withholding of proxies. Andrew L. Farkas historically reported beneficial
ownership of Units because he may have been deemed to control Insignia and IPT
as a result of the fact that he was Chairman of the Board, Chief Executive
Officer and President and an 18% shareholder of Insignia. On October 1, 1998,
Insignia (including its controlling interest in IPT) was merged with and into
Insignia, with AIMCO being the surviving corporation pursuant to the AIMCO
Merger. Also effective on October 1, 1998, IPT and AIMCO executed the IPT
Merger Agreement with respect to the IPT Merger. As further described in Item 7
below, Mr. Farkas may be deemed to continue to beneficially own the Units
previously reported because (i) AIMCO granted Mr. Farkas an irrevocable limited
proxy to vote the Shares owned by AIMCO in favor of the IPT Merger and (ii) Mr.
Farkas continues to serve as a trustee of IPT, with certain powers including,
among others, the right to waive or amend the provisions of the IPT Merger
Agreement.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Items 2 and 6 above is incorporated
herein by reference.
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
9
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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 (c)(2), (c)(3), (c)(4) and (c)(5) and incorporated herein by
reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
IPT is subject to the information and reporting requirements of
the Exchange Act and in accordance therewith is required to file periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Certain information, as of
particular dates, concerning IPT's business, principal properties, capital
structure, material pending legal proceedings, operating results, financial
condition, directors and officers (including their remuneration and stock
options granted to them), the principal holders of IPT's securities, any
material interests of such persons in transactions with IPT and certain other
matters is required to be disclosed in proxy statements and annual reports
distributed to IPT's shareholders and filed with the Commission. Such reports,
proxy statements and other information may be inspected and copied at the
Commission's public reference facilities and should also be available for
inspection in the same manner as set forth with respect to the Partnership in
Section 9 of the Offer to Purchase.
Set forth below is certain consolidated financial information
with respect to IPT, IPLP and its consolidated subsidiaries for its fiscal
years ended December 31, 1997 and 1996 and the six-month periods ended June 30,
1998 and 1997. More comprehensive financial and other information is included
in IPT's Registration Statement on Form S-4, as amended through August 10, 1998
(including management's discussion and analysis of financial condition and
results of operations), and in other reports and documents filed by IPT with
the Commission. The financial information set forth below is qualified in its
entirety by reference to such reports and documents filed with the Commission
and the financial statements and related notes contained therein. These reports
and other documents may be examined and copies thereof may be obtained in the
manner set forth above.
10
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INSIGNIA PROPERTIES TRUST SELECTED
CONSOLIDATED FINANCIAL INFORMATION (in
thousands, except share and unit data)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED Year Ended Year Ended
JUNE 30, 1998 JUNE 30, 1997 December 31, 1997 December 31, 1996
------------- ------------- ----------------- -----------------
(unaudited) (unaudited) (audited) (audited)
<S> <C> <C> <C> <C>
Statements of Operations Data:
Revenues.......................... $ 12,977 $ 6,715 $ 16,826 $ 9,705
Income Before Extraordinary Item.. $ 9,164 $ 1,248 $ 6,074 $ 3,557
Net Income........................ $ 8,907 $ 1,248 $ 6,004 $ 2,425
Supplemental Data:
Funds From Operations(1).......... $ 16,825 $ 8,718 $ 20,939 $ 12,563
IPT Common Shares Outstanding..... 19,427,760 15,501,487 18,573,151 11,168,036
IPLP Units Outstanding............ 9,934,476 8,399,499 9,415,947 8,399,499
----------- ----------- ---------- ----------
IPT Common Shares and IPLP
Units Outstanding(2).......... 29,362,236 23,900,986 27,989,098 19,567,535
========== ========== ========== ==========
Balance Sheets Data:
Cash.............................. $ 14,639 $ 35,520 $ 37,432 $ 4,928
Investments in IPT Partnerships(3) $ 192,832 $ 124,951 $ 159,469 $ 118,741
Long-Term Debt.................... $ 21,951 $ 19,950 $ 19,300 $ 19,730
Shareholders' Equity(4)........... $ 212,697 $ 163,466 $ 200,659 $ 121,068
</TABLE>
(1) Funds from Operations represent income or loss from real estate operations,
which is net income or loss in accordance with GAAP, excluding gains or
losses from debt restructuring or sales of property, plus depreciation and
provision for impairment.
(2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares.
(3) As of June 30, 1998, represented IPT's investment in 41 of the 124 IPT
Partnerships which IPT accounts for using the equity method. Of the
remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method
and two using the consolidation method.
(4) Includes Insignia's minority interest in IPLP.
AIMCO is subject to the information and reporting requirements of
the Exchange Act and in accordance therewith is required to file periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Certain information, as of
particular dates, concerning AIMCO's business, principal properties, capital
structure, material pending legal proceedings, operating results, financial
condition, directors and officers (including their remuneration and stock
options granted to them), the principal holders of AIMCO's securities, any
material interests of such persons in transactions with AIMCO and certain other
matters is required to be disclosed in proxy statements and annual reports
distributed to AIMCO's shareholders and filed with the Commission. Such
reports, proxy statements and other information may be inspected and copied at
the Commission's public reference facilities and should also be available for
inspection in the same manner as set forth with respect to the Partnership in
Section 9 to the Offer to Purchase.
Set forth below is certain consolidated financial information
with respect to AIMCO and its consolidated subsidiaries for its fiscal years
ended December 31, 1997, 1996 and 1995 and the six-month periods ended June 30,
1998 and 1997. More comprehensive financial and other information is included
in AIMCO's Annual Report on Form 10-K for the year ended December 31, 1997, as
amended (including management's discussion and analysis of financial condition
and results of operations) and in other reports and documents filed by AIMCO
with the Commission. The financial information set forth is qualified in its
entirety by reference to such reports and documents filed with the Commission
and the financial statements and related notes contained therein. These reports
and other documents may be examined and copies thereof may be obtained in the
manner set forth above.
11
<PAGE>
APARTMENT INVESTMENT MANAGEMENT COMPANY
SUMMARY HISTORICAL FINANCIAL INFORMATION
(in thousands, except per share data)
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-------- ------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
(unaudited) (restated)(a)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Income from rental property
operations........................ $ 62,619 $ 30,779 $ 72,477 $ 39,814 $ 27,483
Income from service company
business.......................... 3,893 2,507 2,028 1,717 1,973
Income (loss) from operations....... 35,998 11,733 30,246 15,629 14,988
Net Income (loss)................... 35,262 9,848 28,633 12,984 13,375
PER SHARE DATA:
Basic earnings per common share..... $ 0.62 $ 0.53 $ 1.09 $ 1.05 $ 0.86
Diluted earnings per common share... $ 0.61 $ 0.53 $ 1.08 $ 1.04 $ 0.86
Weighted average number of common
shares outstanding................ 43,206 18,424 24,055 12,411 9,571
Weighted average number of common
shares and common share equivalents
outstanding....................... 43,409 18,559 24,436 12,427 9,579
Dividends paid per common share..... $ 1.125 $ 0.925 $ 1.85 $ 1.70 $ 1.66
BALANCE SHEET DATA (End of Period):
Real estate, before accumulated
depreciation...................... $ 2,585,204 $ 1,102,073 $ 1,657,207 $ 865,222 $ 477,162
Real estate, net of accumulated
depreciation...................... 2,287,309 945,969 1,503,922 745,145 448,425
Cash and cash equivalents........... 49,320 21,521 37,088 13,170 2,379
Total assets........................ 3,054,741 1,272,890 2,100,510 827,673 480,361
Total mortgages and notes payable... 1,314,475 644,457 808,530 522,146 268,692
Mandatorily redeemable convertible
preferred stock................... -- -- -- -- -- --
Minority interests in AIMCO
Operating Partnership............. 134,694 63,366 111,962 58,777 30,376
Stockholders' equity................ 1,394,394 388,477 1,045,300 215,749 169,032
CASH FLOW DATA:
Cash provided by operating activities$ 5,838 $ 25,035 $ 73,032 $ 38,806 $ 25,911
Cash used in investing activities... (100,669) (108,134) (717,663) (88,144) (60,821)
Cash provided by (used in) financing
activities........................ 107,063 91,450 668,549 60,129 30,145
OTHER DATA:
Funds from operations(b)............ $ 83,657 $ 28,441 $ 81,155 $ 35,185 $ 25,285
Weighted average number of common
shares, common share equivalents an
partnership common units
outstanding(c).................... 51,478 21,590 29,119 14,994 11,461
</TABLE>
(a) In the second quarter of 1996, AIMCO reorganized its ownership of the
service company business. Prior to the 1996 reorganization, AIMCO
reported the service company business on the equity method. After the
1996 reorganization, the service company business was conducted by a
limited partnership controlled by AIMCO and was, therefore,
consolidated. AIMCO has restated the balance sheet as of December 31,
1995 and the statements of income and statements of cash flows for the
year ended December 31, 1995 to reflect the change. The restatement has
no impact on net income, but does increase third party and affiliate
management and other income, management and other expenses, amortization
of management company goodwill and
12
<PAGE>
depreciation of non-real estate assets. In the third quarter of 1998,
AIMCO reorganized its ownership of the service company business so that
it is now conducted by the management companies, which are not
consolidated.
(b) The management of AIMCO believes that the presentation of funds from
operations ("FFO"), when considered with the financial data determined
in accordance with generally accepted accounting principles ("GAAP"),
provides a useful measure of performance. However, FFO does not
represent cash flow and is not necessarily indicative of cash flow or
liquidity available to AIMCO, nor should it be considered as an
alternative to net income as an indicator of operating performance. The
Board of Governors of the National Association of Real Estate Investment
Trusts ("NAREIT") defines FFO as net income (loss), computed in
accordance with GAAP, excluding gains and losses from debt restructuring
and sales of property, plus real estate related depreciation and
amortization (excluding amortization of financing costs), and after
adjustments for unconsolidated partnerships and joint ventures. AIMCO
calculates FFO in a manner consistent with the NAREIT definition, which
includes adjustments for minority interest in the AIMCO Operating
Partnership plus amortization of management company goodwill, the
non-cash deferred portion of the income tax provision for unconsolidated
subsidiaries and less the payments of dividends on perpetual preferred
stock. AIMCO's management believes that presentation of FFO provides
investors with industry-accepted measurements which help facilitate an
understanding of our ability to make required dividend payments, capital
expenditures and principal payments on its debt. There can be no
assurance that the basis of computing FFO is comparable with that of
other REITs.
The following is a reconciliation of income before minority interest in
AIMCO Operating Partnership to FFO:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-------- ------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
(unaudited) (in thousands)
<S> <C> <C> <C> <C> <C>
Income before minority interest in
AIMCO Operating Partnership............... $ 38,524 $ 11,464 $ 32,697 $ 15,673 $ 14,988
Gain on disposition of property.............. (2,526) -- (2,720) (44) --
Extraordinary item........................... -- 269 269 -- --
Real estate depreciation, net of minority
interests................................. 32,423 13,250 33,751 19,056 15,038
Amortization of goodwill..................... 4,727 474 948 500 428
Equity in earnings of unconsolidated subsidiaries:
Real estate depreciation.................. -- 1,263 3,584 -- --
Amortization of management contracts...... 3,088 150 1,587 -- --
Deferred taxes............................ 4,291 874 4,894 -- --
Equity in earnings of other partnerships:
Real estate depreciation.................. 9,131 697 6,280 -- --
Preferred stock dividends.................... (6,001) -- (135) -- (5,169)
------ -- ---- -- ------
Funds from operations........................ $ 83,657 $ 28,441 $ 81,155 $ 35,185 $ 25,285
========= ========= ========= ========= =========
</TABLE>
(c) Generally, after a one-year holding period, partnership common units
of AIMCO Operating Partnership may be tendered for redemption at the
option of the holder and, upon tender, may be acquired by AIMCO for
shares of Class A Common Stock at an exchange ratio of one share of
Class A Common Stock for each unit (subject to adjustment) or, at
AIMCO's election, cash.
In addition, the following is expressly incorporated in this
Statement by reference: (i) the audited financial statements of AIMCO set forth
at Part I--Item 6 of AIMCO's Annual Report on Form 10-K/A for the year ended
December 31, 1997, which is on file with the Commission; (ii) the unaudited
financial statements of AIMCO set forth at Part I--Item 1 of AIMCO's Quarterly
Report on Form 10-Q for the period ended June 30, 1998, which is on file with
the Commission; and (iii) the audited financial statements of IPT set forth at
Part II-Item 21 of IPT's Registration Statement on Form S-4, as amended through
August 10, 1998, which is on file with the Commission.
13
<PAGE>
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on
Monday, November 16, 1998. On October 19, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 8,680 Units
had been tendered pursuant to the Offer to date. A copy of the press release
has been filed as Exhibit (a)(9) to this Amendment No. 5 and is incorporated
herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of press release issued by the Purchaser on October
19, 1998.
(c)(1) Assignment and Assumption Agreement, dated as of October
1, 1998, between IPLP and AIMCO OP.
(c)(2) Agreement and Plan of Merger, dated as of October 1,
1998, between IPT and AIMCO.
(c)(3) Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston and
Frank M. Garrison.
(c)(4) Second Amended and Restated Bylaws of IPT, dated October
2, 1998.
(c)(5) Shareholder's Agreement, dated October 1, 1998, among
AIMCO, Andrew L. Farkas, James A. Aston and Frank M.
Garrison.
14
<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 19, 1998
COOPER RIVER PROPERTIES, L.L.C.
By: Insignia Properties, L.P.,
its managing member
By: Insignia Properties Trust,
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
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
---------------------------
Patrick J. Foye
Executive Vice President
15
<PAGE>
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, and
the five-year employment history 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.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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.
For additional information concerning Mr.
Considine, see Schedule II.
Peter. K. Kompaniez* Peter K. Kompaniez has served as President and
a Trustee of IPT since October 1, 1998. For
additional information concerning Mr.
Kompaniez, see Schedule II.
Thomas W. Toomey* Thomas W. Toomey has served as Executive Vice
President -- Finance and a Trustee of IPT since
October 1, 1998. For additional information
concerning Mr. Toomey, see Schedule II.
Joel F. Bonder Joel F. Bonder has served as Executive Vice
President and General Counsel of IPT since
October 1, 1998. For additional information
concerning Mr. Bonder, see Schedule II.
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/
ESG Holdings, Inc., a Delaware corporation
("Holdings") and also serves as Executive
Managing Director of Insignia/ESG, Inc., which
is the operating company of Holdings.
Patrick J. Foye* Patrick J. Foye has served as Executive Vice
President and a Trustee of IPT since October 1,
1998. For additional information concerning Mr.
Foye, see Schedule II.
Robert Ty Howard Robert Ty Howard has served as Executive Vice
President -- Ancillary Services of IPT since
October 1, 1998. For additional information
concerning Mr. Howard, see Schedule II.
Steven D. Ira* Steven D. Ira has served as Executive Vice
President and a Trustee of IPT since October 1,
1998. For additional information concerning Mr.
Ira, see Schedule II.
S-1
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
David L. Williams David L. Williams has served as Executive Vice
President -- Property Operations of IPT since
October 1, 1998. For additional information
concerning Mr. Williams, see Schedule II.
Harry G. Alcock* Harry G. Alcock has served as Senior Vice
President -- Acquisitions and a Trustee of IPT
since October 1, 1998. For additional
information concerning Mr. Alcock, see Schedule
II.
Troy D. Butts Troy D. Butts has served as Senior Vice
President and Chief Financial Officer of IPT
since October 1, 1998. For additional
information concerning Mr. Butts, see Schedule
II.
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 occupation
New York, New York 10152 is to serve as the Chairman of the Board and
Chief Executive Officer of Holdings, 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. Holdings'
principal executive offices are located at 200
Park Avenue, New York, New York 10166.
James A. Aston* James A. Aston currently serves as a Continuing
15 South Main Street Trustee of IPT since October 1, 1998. Mr.
Greenville, Aston's present principal occupation is to
South Carolina 29601 serve as Chief Financial Officer and member of
the Office of the Chairman of Holdings.
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 Holdings.
S-2
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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. Herrmann 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 10022 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-3
<PAGE>
SCHEDULE II
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF 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, and
the five-year employment history of each of the directors and executive
officers of AIMCO. Unless otherwise indicated, each person identified below is
employed by AIMCO and is a United States citizen. The principal business
address of AIMCO and, unless otherwise indicated, the business address of each
person identified below, is 1873 South Bellaire Street, 17th Floor, Denver,
Colorado 80222. Directors are identified by an asterisk.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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 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-4
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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 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-5
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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 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.
S-6
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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.
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 manage- ment, 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-7
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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.
Richard S. Ellwood* Mr. Ellwood was appointed a Director of AIMCO
12 Auldwood Lane in July 1994 and is currently Chairman of the
Rumson, NJ 07760 Audit Committee. 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.
S-8
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
J. Landis Martin* Mr. Martin was appointed a Director of AIMCO in
1999 Broadway July 1994 and became Chairman of the
Suite 4300 Compensation Committee in March 1998. Mr.
Denver, CO 80202 Martin has served as President and 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
215 Lexington Avenue July 1994. Mr. Rhodes has served as the
4th Floor President and a Director of National Review
New York, NY 10016 magazine since 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
Suite 831 President of John D. Smith Developments. Mr.
Atlanta, GA 30326 Smith has been a 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.
S-9
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(9) Text of press release issued by the Purchaser on October
19, 1998.
(c)(1) Assignment and Assumption Agreement, dated as of October 1,
1998, between IPLP and AIMCO OP.
(c)(2) Agreement and Plan of Merger, dated as of October 1, 1998,
between IPT and AIMCO (incorporated by reference to Exhibit
2.1 of IPT's Current Report on Form 8-K, File No. 1-14179,
dated October 1, 1998).
(c)(3) 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).
(c)(4) 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.)
(c)(5) Shareholder's 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).
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EXHIBIT (a)(9)
COOPER RIVER PROPERTIES, L.L.C.
1873 South Bellaire Street
17th Floor
Denver, Colorado 80222
CONTACT: Edward McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
COOPER RIVER ANNOUNCEMENT
DENVER, COLORADO, October 19, 1998--Cooper River Properties, L.L.C.
today announced that it has extended the expiration date of its outstanding
tender offers for limited partnership interests in Consolidated Capital
Institutional Properties, Consolidated Capital Institutional Properties/2,
Consolidated Capital Institutional Properties/3, Consolidated Capital
Properties III, Consolidated Capital Properties V, Davidson Diversified Real
Estate I, L.P., Davidson Diversified Real Estate II, L.P., Davidson Diversified
Real Estate III, L.P., Davidson Growth Plus, L.P., Davidson Income Real Estate,
L.P., Angeles Opportunity Properties, Ltd., Angeles Income Properties, Ltd. II,
Angeles Income Properties, Ltd. III, Angeles Income Properties, Ltd. IV,
Angeles Income Properties, Ltd. 6, Angeles Partners IX, Angeles Partners X,
Angeles Partners XI and Angeles Partners XII . The expiration date for each
tender offer has been extended to 5:00 p.m., New York time, on Monday, November
16, 1998. The offers were previously scheduled to expire at 5:00 p.m. on
Friday, October 16, 1998.
Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on October 16, 1998,
approximately 10,912.6 interests had been tendered pursuant to the Consolidated
Capital Institutional Properties offer, approximately 67,542.2 interests had
been tendered pursuant to the Consolidated Capital Institutional Properties/2
offer, approximately 26,524.5 interests had been tendered pursuant to the
Consolidated Capital Institutional Properties/3 offer, approximately 16,802.5
interests had been tendered pursuant to the Consolidated Capital Properties III
offer, approximately 11,253 interests had been tendered pursuant to the
Consolidated Capital Properties V offer, approximately 121.75 interests had
been tendered pursuant to the Davidson Diversified Real Estate I offer,
approximately 197.5 interests had been tendered pursuant to the Davidson
Diversified Real Estate II offer, approximately 282 interests had been tendered
pursuant to the Davidson Diversified Real Estate III offer, approximately
3,787.75 interests had been tendered pursuant to the Davidson Growth Plus
offer, approximately 3,499 interests had been tendered pursuant to the Davidson
Income Real Estate offer, approximately 932 interests had been tendered
pursuant to the Angeles Opportunity Properties, Ltd. offer, approximately 5,716
interests had been tendered pursuant to the Angeles Income Properties, Ltd. II
offer, approximately 11,322 interests had been tendered pursuant to the Angeles
Income Properties, Ltd. III offer, approximately 12,234 interests had been
tendered pursuant to the Angeles Income Properties, Ltd. IV offer,
approximately 3,315 interests had been tendered pursuant to the Angeles Income
Properties, Ltd. 6 offer, approximately 1,333 interests had been tendered
pursuant to the Angeles Partners IX offer, approximately 3,725 interests had
been tendered pursuant to the Angeles Partners X offer, approximately 8,680
interests had been tendered pursuant to the Angeles Partners XI offer and
approximately 4,528 interests had been tendered pursuant to the Angeles
Partners XII offer.
For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offers.
# # #
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), entered
into as of October 1, 1998 by and among Insignia Properties, L.P., a Delaware
limited partnership ("Assignor"), and AIMCO Properties, L.P., a Delaware
limited partnership ("Assignee") (each party to this Assignment, a "Party").
WITNESSETH
WHEREAS, Assignor wishes to assign to Assignee, Assignor's rights,
duties and obligations under each and every asset owned directly by Assignor
(excluding those assets set forth on Schedule A hereto) (the "Assets").
NOW, THEREFORE, in consideration of the foregoing and the covenants of
the parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, subject to the terms
and conditions set forth herein, the parties hereby agree as follows:
1. Assignor hereby transfers, assigns, contributes and sets over to
the Assignee all of the Assignor's right, title and interest to
and under each of the Assets.
2. Assignee agrees to assume and be liable for each and every duty
and obligation of Assignor related to the Assets including, but
not limited to, those duties and obligations that accrued prior
to the date hereof.
3. Assignor is released from all duties and obligations of Assignor
related to the Assets and accruing after the date of this
Assignment. Assignor shall remain liable for all duties and
obligations of Assignor related to the Assets and accruing before
the date of this Assignment.
4. The consideration for the assignment of the Assets pursuant to
this Assignment consists of the issuance by Assignee of Common
Partnership Units in Assignee (the "Consideration"). The total
Consideration is set forth on Schedule B hereto and shall be
allocated among the Assets as set forth on such Schedule.
5. The Parties have each determined, using their sound business
judgment and considering their fiduciary duties to the limited
partners of the respective Party, that (i) the assignment
contemplated by this
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Assignment is in the best interests of each Party and each
Party's limited partners, and (ii) the Consideration constitutes
fair value for the Assets.
6. This Assignment shall be binding upon, inure to the benefit of,
and be enforceable by each Party and its permitted successors and
assigns, and shall inure to the further benefit of, and be
enforceable by, any assignee of the Assets.
7. THIS ASSIGNMENT SHALL BE INTERPRETED, GOVERNED, AND CONSTRUED
UNDER THE LAWS OF THE STATE OF DELAWARE.
8. Any amendment or waiver to this Assignment must be in writing and
signed by the Parties in the case of an amendment or by the
waiving Party in the case of a waiver.
9. This Assignment fully expresses the Parties' agreement concerning
the subject matter hereof and supersedes any prior agreements or
understanding regarding the same subject matter.
10. This Assignment may be executed in multiple counterparts, all of
which together shall constitute a single instrument, and it shall
not be necessary that any counterpart be signed by all the
Parties. The signatories hereto represent that they have been
duly authorized to enter into this Assignment on behalf of the
respective Parties for whom they sign.
* * * * *
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IN WITNESS WHEREOF, the Parties have caused this Assignment to be duly
executed by their respective signatories duly authorized as of the date first
written above.
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust
Its: General Partner
By: /s/ Peter Kompaniez
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Name: Peter Kompaniez
Title: President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
Its: General Partner
By: /s/ Peter Kompaniez
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Name: Peter Kompaniez
Title: President
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