<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. 10)
------------------------------------
CENTURY PROPERTIES FUND XVIII
(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 21 Pages)
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 2 of 21
- ------------------------------------- -----------------------------------
<S> <C> <C>
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
MADISON RIVER PROPERTIES, L.L.C.
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 5,259.5
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
5,259.5
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,939.5
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
=============================================================================================================================
<PAGE>
- ------------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 3 of 21
- ------------------------------------- -----------------------------------
=============================================================================================================================
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 26,939.5
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
26,939.5
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,939.5
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 4 of 21
- ---------------------------------- -----------------------------------
=============================================================================================================================
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 26,939.5
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
26,939.5
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,939.5
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 5 of 21
- ---------------------------------- -----------------------------------
=============================================================================================================================
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 26,939.5
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
26,939.5
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,939.5
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.9%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
</TABLE>
<PAGE>
AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10, which relates to the units of limited
partnership interest ("Units") in Century Properties Fund XVIII, a California
limited partnership (the "Partnership"), amends and supplements the Statement
on Schedule 13D (as amended through the date hereof, the "Statement")
previously filed with the Commission by Insignia Financial Group, Inc.
("Insignia"). This Amendment No. 10 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. 10 relates to Units beneficially owned by Madison River
Properties, L.L.C., a Delaware limited liability company ("Madison River"),
AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO OP"), AIMCO-GP,
Inc., a Delaware corporation ("AIMCO-GP"), and AIMCO (Madison River, 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
6
<PAGE>
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.
Upon consummation of the AIMCO Merger, Madison River became a
wholly-owned subsidiary of AIMCO OP (as further described in Item 6 below), and
AIMCO OP was appointed managing member, and therefore replaced the previous
managers, of Madison River.
(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.
7
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Madison River directly owns 5,259.5 Units and AIMCO
OP directly owns 21,680 Units (for an aggregate of 26,939.5 Units),
representing 7.0% and 28.9%, respectively, or a total of 35.9% of the
outstanding Units based on the 75,000 Units outstanding at October 1, 1998.
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, its equity interest
in Madison River and the Units directly owned by IPLP to AIMCO OP. Accordingly,
AIMCO OP succeeded to IPLP as owner of the Units previously directly owned by
IPLP and Madison River became a wholly-owned subsidiary of AIMCO OP. AIMCO-GP
and AIMCO may be deemed to beneficially own the Units directly owned by AIMCO
OP and Madison River 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) Madison
River is reporting that it shares the power to vote or direct the vote and the
power to dispose or direct the disposition of 5,259.5 Units directly owned by
it; (ii) 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 21,680 Units
directly owned by it and the 5,259.5 Units directly owned by Madison River; and
(iii) 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
aggregate of 26,939.5 Units directly owned by Madison River and AIMCO OP.
(e) Following the AIMCO Merger and the subsequent assignment
of the Units owned by IPLP and IPLP's equity interest in Madison River 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 7.1, 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
8
<PAGE>
"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 (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 7.2, 7.3, 7.4 and 7.5 and incorporated herein by reference.
9
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Assignment and Assumption Agreement,
dated as of October 1, 1998, between IPLP
and AIMCO OP.
Exhibit 7.2 Agreement and Plan of Merger, dated as
of October 1, 1998, by and between AIMCO
and IPT.
Exhibit 7.3 Irrevocable Limited Proxy, dated October 1,
1998, granted by AIMCO to Andrew L. Farkas,
James A. Aston and Frank M. Garrison.
Exhibit 7.4 Second Amended and Restated Bylaws of IPT,
dated October 2, 1998.
Exhibit 7.5 Shareholder's Agreement, dated October 1,
1998, among AIMCO, Andrew L. Farkas, James
A. Aston and Frank M. Garrison.
Exhibit 7.6 Agreement of Joint Filing, dated
October 26, 1998, among the Reporting
Persons.
10
<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
MADISON RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
----------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------
Patrick J. Foye
Executive Vice President
11
<PAGE>
AIMCO-GP, INC.
By: /s/ PATRICK J. FOYE
----------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
----------------------------
Patrick J. Foye
Executive Vice President
12
<PAGE>
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,
I-1
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
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.
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
I-2
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
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.
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 OCCUPATION 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 OCCUPATION 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 OCCUPATION 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
Rumson, NJ 07760 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.
I-7
<PAGE>
NAME PRINCIPAL OCCUPATION 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
Suite 4300 Committee in March 1998. Mr. Martin has served as
Denver, CO 80202 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 titaniu m, 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 a
4th Floor Director of National Review magazine since November
New York, NY 10016 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>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
7.1 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).
7.2 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).
7.3 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).
7.4 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).
7.5 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).
7.6 Agreement of Joint Filing, dated October 26, 1998,
among the Reporting Persons.
21
<PAGE>
EXHIBIT 7.6
AGREEMENT OF JOINT FILING
Madison River Properties, L.L.C., AIMCO Properties, L.P., AIMCO-GP,
Inc. and Apartment Investment and Management Company agree that the amendment
to the Statement on Schedule 13D to which this Agreement is attached as an
exhibit, and all future amendments to this Statement, shall be filed on behalf
of each of them. This Agreement is intended to satisfy Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Dated: October 26, 1998
MADISON RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
--------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
--------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /s/ PATRICK J. FOYE
--------------------------
Patrick J. Foye
Executive Vice President
<PAGE>
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
--------------------------
Patrick J. Foye
Executive Vice President