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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
------------------------------------
SHELTER PROPERTIES V LIMITED PARTNERSHIP
(Name of Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
JOHN K. LINES, ESQ.
GENERAL COUNSEL AND SECRETARY
INSIGNIA FINANCIAL GROUP, INC.
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(803) 239-1675
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 13, 1997
(Date of Event Which Requires Filing of this Statement)
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[ ] Check box if the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4).
[ ] Check box if a fee is being paid with the statement.
- -------------------------------------------------------------------------------
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- ---------------------------------- -----------------------------------
CUSIP No. None 13D Page 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
INSIGNIA PROPERTIES, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCES 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
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7. SOLE VOTING POWER
NUMBER OF
UNITS None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
---------------------------------------------------
8. SHARED VOTING POWER
20,030
---------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,030
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,030
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1% (Based on 52,538 Units reported
outstanding as of February 28, 1997)
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14. TYPE OF REPORTING PERSON
PN
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CUSIP No. None 13D Page 3
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===============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
INSIGNIA PROPERTIES TRUST
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCES 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
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7. SOLE VOTING POWER
NUMBER OF
UNITS None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
---------------------------------------------------
8. SHARED VOTING POWER
20,030
---------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,030
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,030
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1% (Based on 52,538 Units reported
outstanding as of February 28, 1997)
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14. TYPE OF REPORTING PERSON
OO
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CUSIP No. None 13D Page 4
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===============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
INSIGNIA FINANCIAL GROUP, INC.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
WC
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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
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7. SOLE VOTING POWER
NUMBER OF
UNITS None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
---------------------------------------------------
8. SHARED VOTING POWER
20,030
---------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,030
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,030
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1% (Based on 52,538 Units reported
outstanding as of February 28, 1997)
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14. TYPE OF REPORTING PERSON
CO
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CUSIP No. None 13D Page 5
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===============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ANDREW L. FARKAS
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCES 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
UNITED STATES
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
---------------------------------------------------
8. SHARED VOTING POWER
20,030
---------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,030
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,030
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1% (Based on 52,538 Units reported
outstanding as of February 28, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
===============================================================================
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AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6, which relates to units of limited partnership
interest ("Units") in Shelter Properties V Limited Partnership, a South Carolina
limited partnership (the "Partnership"), and is being filed jointly by Insignia
Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia Properties
Trust, a Maryland real estate investment trust ("IPT"), Insignia Financial
Group, Inc., a Delaware corporation ("Insignia"), and Mr. Andrew L. Farkas ("Mr.
Farkas") (collectively, the "Reporting Persons"), supplements and amends the
Statement on Schedule 13D originally filed with the Commission on May 30, 1995,
as amended by Amendment No. 1 filed with the Commission on June 14, 1995,
Amendment No. 2 filed with the Commission on June 21, 1995, Amendment No. 3
filed with the Commission on July 3, 1995, Amendment No. 4 filed with the
Commission on November 27, 1995 and Amendment No. 5 filed with the Commission on
April 25, 1997 (as amended, the "Statement"). Capitalized terms used but not
defined in this Amendment No. 6 have the meanings ascribed to them in the
Statement.
The following Items of the Statement are hereby supplemented and/or
amended as indicated:
ITEM 2. IDENTITY AND BACKGROUND.
Effective June 16, 1997, Jeffrey P. Cohen is serving as Vice
President of IPT. Mr. Cohen's principal occupation is to serve as Senior Vice
President--Investment Banking of Insignia, and his business address is 375 Park
Avenue, Suite 3401 New York, New York 10152. Mr. Cohen is a United States
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Insignia in making the
purchase described in Item 5(c) was $4,551,598, and Insignia used its working
capital to make such purchase.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons acquired the Units for investment purposes.
None of the Reporting Persons has any current plans or proposals which relate to
or would result in (a) the acquisition by any person of additional securities of
the Partnership or the disposition of any such securities, (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Partnership or any of its subsidiaries, (c) a sale or transfer of
a material amount of assets of the Partnership or any of its subsidiaries, (d)
any change in the present management of the Partnership, (e) any material change
in the present capitalization or dividend policy of the Partnership, (f) any
other material change in the Partnership's business or corporate structure, (g)
any other material change in the Partnership's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Partnership by any person, (h) causing a class of securities of
the Partnership to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Partnership becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any action
similar to any of the enumerated in (a) through (i) above. However, the
Reporting Persons may acquire additional Units, whether through private
purchases, tender or exchange offers or by any other means deemed advisable. The
Reporting Persons also may consider selling some or all of their Units, either
directly or by a sale of one or more interests
6
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in one or more of the Reporting Persons, depending among other things on
liquidity, strategic, tax and other considerations.
Although the Reporting Persons do not intend to change current
management or the operation of the Partnership and have no current plans for any
extraordinary transaction involving the Partnership, these plans could change in
the future. In addition, the Reporting Persons expect that consistent with its
fiduciary obligations, Shelter Realty V Corporation, which is the general
partner of the Partnership and an affiliate of the Reporting Persons (the
"General Partner"), will seek and review opportunities to engage in transactions
which could benefit the Partnership, such as sales or refinancings of assets or
combinations of the Partnership with one or more other entities, with the
objective of seeking to maximize returns to holders of Units. In that regard,
the Reporting Persons expect the General Partner will carefully consider any
suggestions or proposals the Reporting Persons may make.
The Reporting Persons have been advised that the possible future
transactions the General Partner expects to consider on behalf of the
Partnership include (i) payment of extraordinary distributions; (ii)
refinancing, reducing or increasing existing indebtedness of the Partnership;
(iii) sales of assets, individually or as part of a complete liquidation; and
(iv) mergers or other consolidation transactions involving the Partnership. Any
such merger or consolidation transaction could involve other limited
partnerships in which the General Partner or its affiliates serve as general
partners, or a combination of the Partnership with one or more existing,
publicly traded entities (including, possibly, affiliates of the Reporting
Persons), in any of which holders of Units might receive cash, common stock or
other securities or consideration. There is no assurance, however, as to when or
whether any of the transactions referred to above might occur. A merger or other
consolidation transaction and certain kinds of other extraordinary transactions
would require a vote of the limited partners in the Partnership. The Reporting
Persons' primary objective in acquiring the Units is not, however, to influence
the vote on any particular transaction, but rather to generate a profit on the
investment represented by those Units.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) IPLP owns 20,030 Units, representing approximately 38.1% of
the outstanding Units based on the 52,538 Units reported by the Partnership to
be outstanding at February 28, 1997. IPT, Insignia and Mr. Farkas may be deemed
to be beneficial owners of the Units directly owned by IPLP by reason of their
respective relationships with IPLP. IPT is the sole general partner of IPLP, and
Insignia is the majority shareholder of IPT. Mr. Farkas is the Chairman, Chief
Executive Officer and President of Insignia and is the beneficial owner of
approximately 27.9% of its outstanding common stock. Accordingly, for purposes
of this Amendment No. 6, the Reporting Persons all are reporting that they share
the power to vote or direct the vote and the power to dispose or direct the
disposition of the 20,030 Units directly owned by IPLP.
(c) On June 13, 1997, Insignia purchased 6,407 Units for an
aggregate purchase price of $4,551,598 from High River Limited Partnership
("High River"), which is controlled by Carl Icahn, in a privately negotiated
transaction. Effective as of June 17, 1997, (i) Insignia contributed the Units
acquired from High River to IPT in exchange for common shares of IPT, and (ii)
IPT in turn contributed those Units to IPLP in exchange for units of general
partner interest in IPLP. No other transactions in the Units have been effected
by any of the Reporting Persons within the last 60 days.
(d)-(e) Not applicable.
7
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.6 Purchase and Sale Agreement, dated as of June 13, 1997,
between Insignia and High River.
Exhibit 7.7 Contribution Agreement, dated as of June 17, 1997, between
Insignia and IPT.
Exhibit 7.8 Contribution Agreement, dated as of June 17, 1997, between
IPT and IPLP.
Exhibit 7.9 Agreement of Joint Filing, dated June 20, 1997, among the
Reporting Persons.
8
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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: June 20, 1997
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust, its general partner
By: /s/ Jeffrey P. Cohen
--------------------------------------------------
Jeffrey P. Cohen
Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ Jeffrey P. Cohen
--------------------------------------------------
Jeffrey P. Cohen
Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: Jeffrey P. Cohen
--------------------------------------------------
Jeffrey P. Cohen
Senior Vice President
/s/ Andrew L. Farkas
-----------------------------------------------------
Andrew L. Farkas
9
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
7.6 Purchase and Sale Agreement, dated as of June 13, 1997,
between Insignia and High River.
7.7 Contribution Agreement, dated as of June 17, 1997,
between Insignia and IPT.
7.8 Contribution Agreement, dated as of June 17, 1997, between
IPT and IPLP.
7.9 Agreement of Joint Filing, dated June 20, 1997, among the
Reporting Persons.
10
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EXHIBIT 7.6
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is entered into as of
the 13th day of June, 1997, by and between High River, a Delaware limited
partnership ("Seller"), and Insignia Financial Group, Inc., a Delaware
corporation ("Purchaser").
RECITALS
WHEREAS, Seller and certain of its affiliates and Purchaser and
certain of its affiliates are parties to a series of six separate settlement
agreements (collectively, the "Settlement Agreements"), each dated as of June
17, 1995 and relating to one of the six Shelter Partnerships (as defined
herein);
WHEREAS, Seller is the record owner of: 1,695 units of limited
partnership interest in Shelter Properties I Limited Partnership (the "Shelter
I Units"); 2,857 units of limited partnership interest in Shelter Properties II
Limited Partnership (the "Shelter II Units"); 5,398 units of limited
partnership interest in Shelter Properties III Limited Partnership (the
"Shelter III Units"); 4,263 units of limited partnership interest in Shelter
Properties IV Limited Partnership (the "Shelter IV Units"); 6,407 units of
limited partnership interest in Shelter Properties V Limited Partnership (the
"Shelter V Units"); and 2,961 units of limited partnership interest in Shelter
Properties VI Limited Partnership (the "Shelter VI Units");
WHEREAS, the limited partnerships referred to in the preceding clause
are collectively referred to herein as the "Shelter Partnerships," and the
Shelter I Units, Shelter II Units, Shelter III Units, Shelter IV Units, Shelter
V Units and Shelter VI Units are collectively referred to herein as the
"Shelter Units"; and
WHEREAS, Seller desires to sell, and Purchaser desires to purchase,
the Shelter Units on the terms and subject to the conditions set forth in this
Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties covenants and agreements contained herein, and
intending to be legally bound, the parties hereto hereby agree as follows:
1. Purchase and Sale. Upon the terms and subject to the conditions set
forth in this Agreement, Seller agrees to sell to Purchaser, and Purchaser
agrees to purchase from Seller, in exchange for the consideration described in
Sections 2, all of the right, title and interest of Seller in and to the
Shelter Units, free and clear of all liens.
2. Purchase Price. The aggregate purchase price for the Shelter Units
is $15,500,000.00 (the "Purchase Price"), payable in cash in the manner
provided in Section 3. The Purchase Price shall be allocated between the
Shelter I Units, Shelter II Units, Shelter III Units, Shelter IV Units, Shelter
V Units and Shelter VI Units sold by Seller pursuant hereto as provided on
Schedule I attached hereto.
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3. Closing. The closing of the purchase and sale of the Shelter Units
contemplated hereby (the "Closing") will take place on June 13, 1997 (the
"Closing Date"). At the Closing, Purchaser will pay the Purchase Price by wire
transfer of immediately available funds to the account of Seller designated on
Schedule II attached hereto. Simultaneously, Seller will assign and transfer to
Purchaser good and valid title in and to the Shelter Units, free and clear of
any and all liens, charges and encumbrances (other than those contained in or
resulting from the Settlement Agreements), by delivering to Purchaser the
Assignments of Partnership Interest attached as Exhibits A -- F hereto.
4. Representations and Warranties of Seller. Seller hereby represents
and warrants to Purchaser that each of the following statements is true and
correct as of the date hereof and will be true and correct as of the Closing
Date as if made on and as of such date:
(a) Organization of Seller. Seller is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Seller has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated hereby, including without limitation to own, hold,
sell and transfer (pursuant to this Agreement) the Shelter Units.
(b) Authority. The execution and delivery by Seller of this
Agreement, and the performance by Seller of its obligations hereunder, have
been duly and validly authorized by requisite action on the part of Seller.
This Agreement has been duly and validly executed and delivered by Seller and
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.
(c) Shelter Units. The Shelter Units are legally and beneficially
owned by Seller. Except as contemplated in this Agreement and in the Settlement
Agreements, there is no option, warrant, conversion or other right, agreement
or commitment of any kind, contingent or otherwise, obligating Seller to sell
any of the Shelter Units, and no authorization therefor has been given. The
Shelter Units are, and will immediately prior to the Closing be, free and clear
of any assessment, lien, restrictions, pledge, claim, proxy, security interest,
option, rights of others or encumbrances of any kind, nature or description
(other than those contained in or resulting from the Settlement Agreements).
Neither Seller nor any of its affiliates owns (beneficially or of record) any
units of limited partnership interest in any of the Shelter Partnerships other
than the Shelter Units.
(d) Shelter Partnerships. Seller hereby expressly acknowledges that
it understands that certain affiliates of the Purchaser are the general
partners of the Shelter Partnerships, and, accordingly, the Purchaser may
possess or have access to non-public information concerning the Shelter
Partnerships and their respective properties and operations. Seller has taken
the foregoing into account in making its decision to sell the Shelter Units to
Purchaser and in determining the Purchase Price therefor. In addition, Seller
has been given the opportunity to ask questions of each Purchaser and the
Shelter Partnerships and the general
2
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partners thereof, and of their respective managements, in connection with the
sale of the Shelter Units, and has received satisfactory answers to all such
questions.
(e) Brokers' and Finders' Fees. Neither Seller nor any agent or
representative of Seller has employed any broker or finder or incurred any
liability for any brokerage fees or commission in connection with the
transactions contemplated by this Agreement.
5. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller that each of the following statements is true
and correct as of the date hereof and will be true and correct as of the
Closing Date as if made on and as of such date:
(a) Organization. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Purchaser has full corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby and thereby.
(b) Authority. The execution and delivery by Purchaser of this
Agreement, and the performance by Purchaser of its obligations hereunder, have
been duly and validly authorized by requisite corporate action on the part of
Purchaser. This Agreement has been duly and validly executed and delivered by
Purchaser and constitutes a legal, valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms.
(c) Brokers' and Finders' Fees. Neither Purchaser nor any agent or
representative of Purchaser has employed any broker or finder or incurred any
liability for any brokerage fees or commission in connection with the
transactions contemplated by this Agreement.
6. Closing Conditions.
(a) Conditions to Obligations of Purchaser. The obligations of
Purchaser hereunder are subject to the fulfillment, at or before the Closing,
of each of the following conditions (all or any of which may be waived in whole
or in part by Purchaser in its sole discretion):
(i) Representations and Warranties. Each of the representations
and warranties made by Seller in this Agreement shall be true and correct in
all material respects on and as of the Closing Date as though such
representation or warranty was made on and as of the Closing Date.
(ii) Performance. Seller shall have performed and complied
with, in all material respects, each agreement, covenant and obligation
required by this Agreement to be so performed or complied with by Seller at or
before the Closing.
(b) Conditions to Obligations of Seller. The obligations of Seller
hereunder
3
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are subject to the fulfillment, at or before the Closing, of each of the
following conditions (all or any of which may be waived in whole or in part by
Seller in its sole discretion):
(i) Representations and Warranties. Each of the representations
and warranties made by Purchaser in this Agreement shall be true and correct in
all material respects on and as of the Closing Date as though such
representation or warranty was made on and as of the Closing Date.
(ii) Performance. Purchaser shall have performed and complied
with, in all material respects, each agreement, covenant and obligation
required by this Agreement to be so performed or complied with by Purchaser at
or before the Closing.
7. Settlement Agreements. Notwithstanding the sale of the Shelter
Units pursuant to this Agreement, the parties agree, and Seller expressly
confirms and acknowledges, that the provisions of Articles III and IV of each
of the Settlement Agreements shall continue to apply to the Icahn Entities and
their Affiliates (each as defined in the Settlement Agreements) in full force
and effect for the respective terms thereof, unaffected by the sale of the
Shelter Units pursuant hereto, but the restrictions contained in such Articles
shall no longer apply to the Insignia Entities and their Affiliates (each as
defined in the Settlement Agreements); provided, however, that if and to the
extent that any of the terms and conditions of the sale of the Shelter Units
pursuant to this Agreement, or the mechanics of such sale, are inconsistent
with the provisions of Article IV of the Settlement Agreements, such
inconsistent provisions are hereby waived by Purchaser.
8. Indemnification.
(a) Survival of Representations, Warranties, Covenants and
Agreements. All representations, warranties, covenants and agreements contained
or made in this Agreement shall survive for a period of three years from the
date hereof, notwithstanding any investigation conducted with respect thereto
or any knowledge acquired as to the accuracy or inaccuracy of any such
representation or warranty or any breach or non-performance of any such
covenant or agreement.
(b) Losses. For purposes of this Section 8, the terms Losses shall
mean any and all losses, damages, liabilities (including punitive or exemplary
damages and fines or penalties and any interest thereon), costs, and expenses,
claims liens or other obligations of any nature whatsoever, including without
limitation the costs of investigation and defense and reasonable attorneys' and
other professional fees and expenses.
(c) Indemnification by Seller. Seller shall indemnify, defend and
hold harmless Purchaser from, against and in respect of any and all Losses
asserted against, or paid, suffered or incurred by, Purchaser which, directly
or indirectly, arise out of, result from, are based upon or relate to (i) the
inaccuracy, untruth, or incompleteness, as of the date made (or deemed made),
4
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of any representation or warranty of Seller contained herein or (ii) any breach
by Seller of any covenant or agreement of Seller contained herein.
(d) Indemnification by Purchaser. Purchaser shall indemnify, defend
and hold harmless Seller from, against and in respect of any and all Losses
asserted against, or paid, suffered or incurred by, Seller which, directly or
indirectly, arise out of, result from, are based upon or relate to (i) the
inaccuracy, untruth, or incompleteness, as of the date made (or deemed made),
of any representation or warranty of Purchaser contained herein or (ii) any
breach by Purchaser of any covenant or agreement of Purchaser contained herein.
9. Notices. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and shall be
delivered personally, sent by facsimile transmission, or sent next-day delivery
via Federal Express or a similar overnight courier, as follows:
(a) If to Seller:
High River Limited Partnership
767 Fifth Avenue
47th Floor
New York, New York 10153
Attention: Edward Mattner
Telephone:
Facsimile:
(b) If to Purchaser:
Insignia Financial Group, Inc.
375 Park Avenue
Suite 3401
New York, New York 10152
Attention: Jeffrey P. Cohen
Telephone: (212) 888-4753
Facsimile: (212) 980-8544
with a copy to:
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29602
Attention: General Counsel
Telephone: (864) 239-1000
Facsimile: (864) 239-1069
5
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A notice shall be deemed given for purposes of this Agreement (i) on the date
of delivery, if delivered personally or sent by facsimile transmission, and
(ii) on the first business day following the date of dispatch if sent next-day
delivery via Federal Express or similar a overnight courier. Any party may
change the address to which notices are to be sent by giving written notice of
such change of address to the other parties in the manner above provided for
giving notice.
10. Miscellaneous Provisions.
(a) Fees and Expenses. Except as otherwise specifically provided
in this Agreement, each of the parties hereto shall pay its own expenses
(including, without limitation, attorneys' fees and out-of-pocket expenses)
incident to this Agreement and the transactions contemplated hereby.
(b) Amendment. This Agreement may not be amended, modified,
superseded, canceled, renewed or extended except by a written instrument signed
by each of the parties hereto.
(c) Waiver; Effect of Waiver. No provision of this Agreement may
be waived except by a written instrument signed by the party waiving
compliance. No waiver by any party hereto of any of the requirements hereof or
of any of such party's rights hereunder shall release the other parties from
full performance of their remaining obligations stated herein. No failure to
exercise or delay in exercising on the part of any party hereto any right,
power or privilege of such party shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege by such party.
(d) Assignment. This Agreement and the rights and obligations
hereunder shall not be assigned or transferred by any party without the prior
written consent of the other party hereto. Any purported assignment or transfer
made in violation of the provisions of this Agreement shall be void and of no
effect.
(e) Entire Agreement. Except as provided in Section 7, this
Agreement (including the Schedules and Exhibits hereto) constitutes the entire
agreement among the parties with respect to the transactions described herein,
and supersedes all prior and purportedly contemporaneous agreements,
understandings, representations and warranties, written and oral, among the
parties with respect to the subject matter hereof.
(f) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and permitted
assigns.
(g) No Third-Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties to confer third-party beneficiary rights
6
<PAGE>
upon any other person.
(h) Time of Essence. Time is of the essence in this Agreement.
(i) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York,
without regard to principles of conflicts of law.
(j) Interpretation. Each of the parties hereto acknowledges that
this Agreement has been reviewed by such party and its counsel prior to its
execution and that changes were made to this Agreement based upon the comments
of such party and its counsel. If any dispute arises with respect to the
interpretation of any provision of this Agreement, such provision shall be
deemed to have been drafted by all of the parties hereto and shall not be
construed against any party on the basis that such party was responsible for
drafting such provision.
(k) Counterparts. 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.
7
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto, intending to be
legally bound, has executed this Purchase and Sale Agreement as of the date
first above written.
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale, L.L.C., its General
Partner
By: /s/ Edward Mattner
------------------------------------
Edward Mattner
Manager
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Jeffrey P. Cohen
------------------------------------
Jeffrey P. Cohen
Senior Vice President
8
<PAGE>
EXHIBIT 7.7
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (the "AGREEMENT") is entered into as of
June 17, 1997 by and between Insignia Financial Group, Inc., a corporation
organized under the laws of the State of Delaware ("INSIGNIA"); and Insignia
Properties Trust, a Maryland business trust (the "TRUST").
RECITALS
A. Insignia owns the equity interests identified on Schedule A
hereto (the "INTERESTS").
B. Insignia is currently a shareholder of the Trust.
C. Insignia and the Trust each desires that Insignia contribute all of
the Interests to the Trust in exchange for additional common shares of
beneficial interest of the Trust ("SHARES").
In consideration of the foregoing and the mutual representations,
warranties, covenants and agreements contained herein, Insignia and the Trust
hereby agree as follows:
ARTICLE 1
CONTRIBUTION OF INTERESTS
1.1 CONTRIBUTION OF THE INTERESTS. Subject to the terms and
conditions of this Agreement, Insignia hereby assigns and delivers to the Trust
all of its right, title and interest in and to the Interests in exchange for the
aggregate number of Shares indicated on Schedule A hereto, such Shares to be
allocated among the various Interests as indicated on Schedule A.
1.2 ASSIGNMENT OF OWNERSHIP INTERESTS. Insignia hereby grants,
assigns, transfers, conveys and delivers to the Trust, all of Insignia's right,
title and interest in and to the Interests free and clear of all liens,
encumbrances, security interests and competing claims, other than those
contained in the governing documents of the various entities to which the
Interests relate (the "GOVERNING AGREEMENTS").
1.3 ASSUMPTION OF OBLIGATIONS. By acceptance of this Agreement
the Trust hereby agrees to be bound, from and after the date hereof, by all of
the terms and provisions of the Governing Agreements as the holder of the
Interests and assumes and agrees to perform, pay and discharge in full, when
due, all of Insignia's liabilities and obligations under the Governing
Agreements with respect to the Interests; provided, however, that this
assumption shall have application only to those liabilities and obligations of
Insignia first accruing or arising
<PAGE>
on or after the date hereof and shall have no application to any such
liabilities and obligations accruing or arising prior to the date hereof.
ARTICLE 2
DELIVERIES
2.1 DELIVERIES BY INSIGNIA. In addition to the Interests,
Insignia will, upon request, promptly deliver such approvals and documents as
the Trust may reasonably request as to the legality, validity, binding effect or
enforceability of this Agreement or any other agreement or document delivered in
connection herewith.
2.2 EFFECT OF CONTRIBUTION. The Trust will deliver to
Insignia a certificate or certificates evidencing the Shares to be issued
pursuant hereto.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF INSIGNIA
3.1 CONVEYANCE OF INTEREST. Upon execution and delivery
of this Agreement, all of the Interests will be transferred to the Trust.
3.2 ORGANIZATION. Insignia is a corporation validly
existing and in good standing under the laws of its state of incorporation.
3.3 AUTHORITY. Insignia has the corporate power and authority
to carry on its business as now conducted, and to execute and deliver this
Agreement, and to perform its obligations hereunder. The execution, delivery and
performance by Insignia of this Agreement have been duly authorized by all
necessary corporate action; and this Agreement has been duly executed and
delivered by Insignia and is enforceable against Insignia in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
receivership, conservatorship, reorganization, liquidation, moratorium or
similar events affecting Insignia or its assets, or by general principles of
equity.
ARTICLE 4
MISCELLANEOUS PROVISIONS
4.1 AMENDMENT AND MODIFICATION. This Agreement may be
amended, modified or supplemented only by written agreement of the parties
hereto.
4.2 WAIVER OF COMPLIANCE; CONSENTS. Any failure of a party to
comply with any obligation, covenant, agreement or condition herein may be
waived by the other party; provided, however, that any such waiver may be made
only by a written instrument signed by the party granting such waiver.
4.3 ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding upon the parties hereto and their respective successors
and permitted assigns and shall inure to the benefit of the parties hereto,
their respective successors and permitted assigns.
2
<PAGE>
4.4 EXPENSES. Whether or not the transactions contemplated by
this Agreement shall be consummated, all fees and expenses (including all fees
of counsel and accountants) incurred by any party in connection with the
negotiation and execution of this Agreement and the Assignment Agreement shall
be borne by such party.
4.5 FURTHER ASSURANCES. From time to time, at the request of
Insignia or the Trust and without further consideration, each party, at its own
expense, will execute and deliver such other documents, and take such other
action, as Insignia or the Trust may reasonably request in order to consummate
more effectively the transactions contemplated hereby and to vest in the Trust
good and marketable title to the Interests.
4.6 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (without regard
to its conflicts of law doctrines). Insignia and the Trust each (i) irrevocably
submits to the jurisdiction of any Delaware State court or federal court sitting
in Delaware in any action arising out of this Agreement or any instrument or
document delivered hereunder, (ii) agrees that all claims in such action may be
decided in such court, (iii) waives, to the fullest extent it may effectively do
so, the defense of inconvenient forum and (iv) consents to the service of
process by mail. A final judgment in any such action shall be conclusive and may
be enforced in other jurisdictions. Nothing herein shall affect the right of any
party to serve legal process in any manner permitted by law or affect its right
to bring any action in any other court.
4.7 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and shall become a binding
Agreement when one or more of the counterparts have been signed by each of the
parties and delivered to the other party.
4.8 HEADINGS. The article and section headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
4.9 ENTIRE AGREEMENT. This Agreement (including Schedule A
hereto and any further instruments of assigned used to effect the contributions
contemplated hereby) embodies the entire agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
4.10 SEVERABILITY. If any one or more provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal, or unenforceable provision had never
been contained herein.
4.11 SCHEDULES. Schedule A attached hereto is hereby
incorporated in and made a part of this Agreement as if set forth in full
herein.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Jeffrey P. Cohen
___________________________
Jeffrey P. Cohen
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ Jeffrey P. Cohen
___________________________
Jeffrey P. Cohen
Vice President
4
<PAGE>
EXHIBIT 7.8
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (the "AGREEMENT") is entered into as of
June 17, 1997 by and between Insignia Properties Trust, a Maryland business
trust ("IPT"); and Insignia Properties, L.P., a limited partnership organized
under the laws of the State of Delaware (the "PARTNERSHIP").
RECITALS
A. IPT owns the equity interests identified on Schedule A
hereto (the "INTERESTS").
B. IPT is the general partner of the Partnership.
C. IPT and the Partnership each desires that IPT contribute the
Interests to the Partnership in exchange for additional general partner units
of the Partnership ("GP UNITS").
In consideration of the foregoing and the mutual representations,
warranties, covenants and agreements contained herein, IPT and the Partnership
hereby agree as follows:
ARTICLE I.
CONTRIBUTION OF INTERESTS
1.01 CONTRIBUTION OF THE INTERESTS. Subject to the terms and conditions
of this Agreement, on the date hereof (the "CLOSING DATE"), IPT shall assign and
deliver to the Partnership as a Capital Contribution (as defined in the Second
Amended and Restated Agreement of Limited Partnership of Insignia Properties,
L.P. (the "PARTNERSHIP AGREEMENT")) all of its right, title and interest in and
to the Interests in exchange for the aggregate number of GP Units indicated on
Schedule A hereto, such GP Units to be allocated among the various Interests as
indicated on Schedule A.
1.02 ASSIGNMENT OF OWNERSHIP INTEREST. Effective as of the Closing
Date, IPT shall grant, assign, transfer, convey and deliver to the Partnership,
all of IPT's right, title and interest in and to the Interests free and clear of
all liens, encumbrances, security interests and competing claims, other than
those contained in the governing documents of the various entities to which the
Interests relate (the "GOVERNING AGREEMENTS").
1.03 ASSUMPTION OF OBLIGATIONS. By acceptance of this Agreement the
Partnership hereby agrees to be bound, from and after the Closing Date, by all
of the terms and provisions of the Governing Agreement as the holder of the
Interests and assumes and agrees to perform, pay and discharge in full, when
due, all of IPT's liabilities and obligations under the Governing Agreements
with respect to the Interests; provided, however, that this assumption shall
have application only to those liabilities and obligations of IPT first accruing
or arising on or after
<PAGE>
the Closing Date and shall have no application to any such liabilities and
obligations accruing or arising prior to the Closing Date.
ARTICLE II.
DELIVERIES
2.01 DELIVERIES BY IPT. In addition to the Interests to be delivered to
the Partnership on the Closing Date, IPT will, upon request, promptly deliver
such approvals and documents as the Partnership may reasonably request as to the
legality, validity, binding effect or enforceability of this Agreement or any
other agreement or document delivered pursuant hereto.
2.02 EFFECT OF CONTRIBUTION. The Partnership will (i) issue the GP
Units to be issued pursuant hereto to IPT and (ii) credit the Capital Account
(as defined in the Partnership Agreement) of IPT accordingly.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF IPT
3.01 CONVEYANCE OF INTEREST. Upon the Closing Date, all of IPT's
right, title and interest in and to the Interests will be transferred to the
Partnership.
3.02 ORGANIZATION. IPT is validly existing and in good standing
under the laws of its state or organization.
3.03 AUTHORITY. IPT has the power and authority to carry on its
business as now conducted, and to execute and deliver this Agreement and to
perform is obligations hereunder. The execution, delivery and performance by IPT
of this Agreement have been duly authorized by all necessary corporate action;
and this Agreement has been duly executed and delivered by IPT and is
enforceable against IPT in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, receivership,
conservatorship, reorganization, liquidation, moratorium or similar events
affecting IPT or its assets, or by general principles of equity.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
4.01 AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified or supplemented only by written agreement of the parties hereto.
4.02 WAIVER OF COMPLIANCE CONSENTS. Any failure of a party to
comply with any obligation, covenant, agreement or condition herein may be
waived by the other party; provided, however, that any such waiver may be made
only by a written instrument signed by the party granting such waiver.
2
<PAGE>
4.03 ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding upon the parties herein and their respective successors
and permitted assigns and shall inure to the benefit of the parties hereto,
their respective successors and permitted assigns.
4.04 EXPENSES. Whether or not the transactions contemplated by
this Agreement shall be consummated, all fees and expenses (including all fees
of counsel and accountants) incurred by any party in connection with the
negotiation and execution of this Agreement shall be borne by such party.
4.05 FURTHER ASSURANCES. From time to time, at the request of
IPT or the Partnership and without further consideration, each party, at its own
expense, will execute and deliver such other documents, and take such other
action, as IPT or the Partnership may reasonably request in order to consummate
more effectively the transactions contemplated hereby and to vest in the
Partnership good and marketable title to the Interests.
4.06 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (without regard
to its conflicts of law doctrines). IPT and the Partnership each (i) irrevocably
submits to the jurisdiction of any Delaware State court or federal court sitting
in Delaware in any action arising out of this Agreement or any instrument or
document delivered hereunder, (ii) agrees that all claims in such action may be
decided in such court, (iii) waives, to the fullest extent it may effectively do
so, the defense of inconvenient forum and (iv) consents to the service of
process by mail. A final judgment in any such action shall be conclusive and may
be enforced in other jurisdictions. Nothing herein shall affect the right of any
party to serve legal process in any manner permitted by law or affect its right
to bring any action in any other court.
4.07 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and shall become a binding
Agreement when one or more of the counterparts have been signed by each of the
parties and delivered to the other party.
4.08 HEADINGS. The article and section headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
4.09 ENTIRE AGREEMENT. This Agreement (including Schedule A
hereto and any further instruments of assignment used to effect the
contributions contemplated hereby) embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
4.10 SEVERABILITY. If any one or more provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal, or unenforceable provision had never
been contained herein.
3
<PAGE>
4.11 INCONSISTENCY OR CONFLICT. In the event of any
inconsistency or conflict between any provision of this Agreement and any
provision of the Partnership Agreement, the provision of this Agreement shall
govern.
4.12 SCHEDULES. Schedule A attached hereto is hereby
incorporated in and made a part of this Agreement as if set forth in full
herein.
[Signature page follows]
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
INSIGNIA PROPERTIES TRUST
By: /s/ Jeffrey P. Cohen
--------------------------------------------------
Jeffrey P. Cohen
Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust, as General Partner
By: /s/ Jeffrey P. Cohen
--------------------------------------------------
Jeffrey P. Cohen
Vice President
5
<PAGE>
EXHIBIT 7.9
AGREEMENT OF JOINT FILING
-------------------------
Insignia Properties, L.P., Insignia Properties Trust, Insignia
Financial Group, Inc. and Andrew L. Farkas agree that 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 the requirements of Rule 13d-1(f)(1)(iii) 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: June 20, 1997
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust, its general partner
By: /s/ Jeffrey P. Cohen
------------------------------------------------
Jeffrey P. Cohen
Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ Jeffrey P. Cohen
------------------------------------------------
Jeffrey P. Cohen
Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Jeffrey P. Cohen
------------------------------------------------
Jeffrey P. Cohen
Senior Vice President
/s/ Andrew L. Farkas
---------------------------------------------------
Andrew L. Farkas
