<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 8)
---------------------------
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
(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
---------------------------
JANUARY 25, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
(Continued on following pages)
(Page 1 of 20 Pages)
<PAGE> 2
- ------------------ ------------------
CUSIP No. NONE 13D/A Page 2 of 20
- ------------------ ------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
COOPER RIVER PROPERTIES, L.L.C.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8. SHARED VOTING POWER
69,656.4
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
69,656.4
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,811.1
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
<PAGE> 3
- ------------------ ------------------
CUSIP No. NONE 13D/A Page 3 of 20
- ------------------ ------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
INSIGNIA PROPERTIES, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8. SHARED VOTING POWER
69,656.4
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
69,656.4
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,811.1
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE> 4
- ------------------ ------------------
CUSIP No. NONE 13D/A Page 4 of 20
- ------------------ ------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
INSIGNIA PROPERTIES TRUST
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8. SHARED VOTING POWER
69,656.4
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
69,656.4
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,811.1
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
<PAGE> 5
- ------------------ ------------------
CUSIP No. NONE 13D/A Page 5 of 20
- ------------------ ------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
REEDY RIVER PROPERTIES, L.L.C.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8. SHARED VOTING POWER
168,736.5
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
168,736.5
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,811.1
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
<PAGE> 6
- ------------------ ------------------
CUSIP No. NONE 13D/A Page 6 of 20
- ------------------ ------------------
================================================================================
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
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8. SHARED VOTING POWER
203,154.7
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
203,154.7
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,811.1
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE> 7
- ------------------ ------------------
CUSIP No. NONE 13D/A Page 7 of 20
- ------------------ ------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO-GP, INC.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8. SHARED VOTING POWER
203,154.7
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
203,154.7
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,811.1
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE> 8
- ------------------ ------------------
CUSIP No. NONE 13D/A Page 8 of 20
- ------------------ ------------------
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8. SHARED VOTING POWER
272,811.1
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
272,811.1
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,811.1
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE> 9
AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8, which relates to units of limited
partnership interest ("Units") in Consolidated Capital Institutional
Properties/2, a California limited partnership (the "Partnership"), amends and
supplements the Statement on Schedule 13D (as amended through the date hereof,
the "Statement") previously filed with the Commission by Reedy River Properties,
L.L.C., a Delaware limited liability company ("Reedy River"), AIMCO Properties,
L.P., a Delaware limited partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware
corporation ("AIMCO-GP") and Apartment Investment and Management Company, a
Maryland corporation ("AIMCO"). This Amendment No. 8 relates to a tender offer
by Cooper River Properties, L.L.C., a Delaware limited partnership ("Cooper
River") for up to 300,000 of the outstanding Units of the Partnership, at a
purchase price of $42.00 per Unit, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated July 30,
1998 and the related Assignment of Partnership Interest (which, together with
any supplements or amendments, collectively constitute the "Offer").
Accordingly, this Amendment No. 8 relates to Units beneficially owned by Cooper
River, Insignia Properties, L.P., a Delaware limited partnership ("IPLP"),
Insignia Properties Trust, a Maryland real estate investment trust ("IPT"),
Reedy River, AIMCO OP, AIMCO-GP and AIMCO (Cooper River, IPLP, IPT, Reedy River,
AIMCO OP, AIMCO-GP and AIMCO are sometimes collectively referred to in this
Statement as the "Reporting Persons"). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Statement.
The following Items of the Statement are hereby supplemented
and/or amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Following the expiration of the Offer, Cooper River,
IPLP and IPT became beneficial owners of Units. The principal business address
of each of Cooper River, IPLP and IPT is located at 1873 South Bellaire Street,
17th Floor, Denver, Colorado 80222.
As result of the completion of the AIMCO Merger on
October 1, 1998, AIMCO succeeded to Insignia Financial Group, Inc. ("Insignia")
with respect to all interests owned by Insignia, including Insignia's interests
in IPT and IPLP. Upon consummation of the AIMCO Merger, AIMCO and its
subsidiaries contributed all of the common partnership units in IPLP which it
acquired from Insignia to AIMCO OP. Accordingly, IPT remains the sole general
partner of IPLP (owning approximately 70% of the total equity interests of IPLP)
and AIMCO OP is the sole limited partner of IPLP (owning approximately 30% of
the total equity interests in IPLP). AIMCO also owns approximately 51% of the
outstanding common shares of IPT, with the right to acquire up to approximately
65% of such shares (based upon the number of common shares of IPT outstanding as
of October 1, 1998) upon AIMCO OP's exercise of its right to exchange one common
partnership unit of IPLP for one common share of IPT.
Upon consummation of the AIMCO Merger, IPLP was
appointed managing member, and therefore replaced the previous managers, of
Cooper River. In addition, AIMCO appointed new trustees and executive officers
of IPT. The name, business address, present principal occupation or employment
and citizenship of each trustee and executive officer of IPT is set forth in
Schedule I to this Statement.
(d)-(e) During the past five years none of Cooper River, IPLP
or IPT, nor, to the best knowledge of IPT, any of the persons listed on Schedule
I, has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in Cooper River,
IPLP or IPT or any of the persons listed on Schedule I being subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
9
<PAGE> 10
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Cooper River directly owns 69,656.4 Units, Reedy River
directly owns 168,736.5 Units and AIMCO OP directly owns 34,418.2 Units (for an
aggregate of 272,811.1 Units), representing approximately 7.7%, 18.5% and 3.8%,
respectively, or a total of 30.0% of the outstanding Units based on the 909,134
Units outstanding at January 1, 1999.
IPLP, IPT and AIMCO may be deemed to beneficially own the
Units directly owned by Cooper River by reason of each of IPLP's, IPT's and
AIMCO's relationship with Cooper River. Cooper River is a wholly-owned
subsidiary of IPLP and IPT is the sole general partner (owning approximately 70%
of the total equity interests) in IPLP. AIMCO currently owns approximately 51%
of the outstanding common shares of IPT, with the right to acquire up to
approximately 65% of such shares (as further described in Item 2 above).
Accordingly, for purposes of this Statement: (i) Cooper River
is reporting that it shares the power to vote or direct the vote and the power
to dispose or direct the disposition of the 69,656.4 Units directly owned by it;
(ii) IPLP and IPT are reporting that they each share the power to vote or direct
the vote and the power to dispose or direct the disposition of the 69,656.4
Units directly owned by Cooper River; (iii) Reedy River is reporting that it
shares the power to vote or direct the vote and the power to dispose or direct
the disposition of the 168,736.5 Units directly owned by it; (iv) AIMCO OP is
reporting that it shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the 34,418.2 Units directly owned by it and
the 168,736.5 Units directly owned by Reedy River; (v) AIMCO-GP is reporting
that it shares the power to vote or direct the vote and the power to dispose or
direct the disposition of the 168,736.5 Units directly owned by Reedy River and
the 34,418.2 Units directly owned by AIMCO OP; and (vi) AIMCO is reporting that
it shares the power to vote or direct the vote and the power to dispose or
direct the disposition of the 69,656.4 Units directly owned by Cooper River, the
168,736.5 Units directly owned by Reedy River and the 34,418.2 Units directly
owned by AIMCO OP.
(c) The Offer expired pursuant to its terms on Thursday,
December 31, 1998. On January 25, 1999, Cooper River acquired a total of
69,656.4 Units, representing approximately 7.7% of the outstanding Units, at a
purchase price of $42.00 per Unit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.8 Agreement of Joint Filing, dated January 29, 1999,
among the Reporting Persons.
10
<PAGE> 11
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 29, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
REEDY RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
11
<PAGE> 12
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND MANAGEMENT
COMPANY
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
12
<PAGE> 13
SCHEDULE I
INFORMATION REGARDING THE
TRUSTEES AND EXECUTIVE OFFICERS OF IPT
Set forth in the table below are the name and the present principal
occupations or employment and the name, principal business and address of
any corporation or other organization in which such occupation or
employment is conducted of each of the trustees and executive officers of
IPT. Each person identified below is employed by IPT, unless otherwise
indicated, and is a United States citizen. The principal business address
of IPT and, unless otherwise indicated, the business address of each person
identified below, is 1873 South Bellaire Street, 17th Floor, Denver,
Colorado 80222. Trustees are identified by an asterisk.
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
Terry Considine* Terry Considine has served as a Trustee and as
Chairman of the Board of Trustees and Chief
Executive Officer of IPT since October 1, 1998.
Mr. Considine has been Chairman of the Board of
Directors and Chief Executive Officer of AIMCO
since July 1994. He is the sole owner of
Considine Investment Co. and prior to July 1994
was owner of approximately 75% of Property
Asset Management, L.L.C., a Colorado limited
liability company, and its related entities
(collectively, "PAM"), one of AIMCO's
predecessors. On October 1, 1996, Mr. Considine
was appointed Co-Chairman and director of Asset
Investors Corp. and Commercial Asset Investors,
Inc., two other public real estate investment
trusts, and appointed as a director of
Financial Assets Management, LLC, a real estate
investment trust manager. Mr. Considine has
been involved as a principal in a variety of
real estate activities, including the
acquisition, renovation, development and
disposition of properties. Mr. Considine has
also controlled entities engaged in other
businesses such as television broadcasting,
gasoline distribution and environmental
laboratories. Mr. Considine received a B.A.
from Harvard College, a J.D. from Harvard Law
School and is admitted as a member of the
Massachusetts Bar. Mr. Considine has had
substantial multifamily real estate experience.
From 1975 through July 1994, partnerships or
other entities in which Mr. Considine had
controlling interests invested in approximately
35 multifamily apartment properties and
commercial real estate properties. Six of these
real estate assets (four of which were
multifamily apartment properties and two of
which were office properties) did not generate
sufficient cash flow to service their related
indebtedness and were foreclosed upon by their
lenders, causing pre-tax losses of
approximately $11.9 million to investors and
losses of approximately $2.7 million to Mr.
Considine.
S-1
<PAGE> 14
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
Peter. K. Kompaniez* Peter K. Kompaniez has served as President and
a Trustee of IPT since October 1, 1998. Mr.
Kompaniez has been Vice Chairman, President and
a director of AIMCO since July 1994. Since
September 1993, Mr. Kompaniez has owned 75% of
PDI Realty Enterprises, Inc., a Delaware
corporation ("PDI"), one of AIMCO's
predecessors, and serves as its President and
Chief Executive Officer. From 1986 to 1993, he
served as President and Chief Executive Officer
of Heron Financial Corporation ("HFC"), a
United States holding company for Heron
International, N.V.'s real estate and related
assets. While at HFC, Mr. Kompaniez
administered the acquisition, development and
disposition of approximately 8,150 apartment
units (including 6,217 units that have been
acquired by the AIMCO) and 3.1 million square
feet of commercial real estate. Prior to
joining HFC, Mr. Kompaniez was a senior partner
with the law firm of Loeb and Loeb where he had
extensive real estate and REIT experience. Mr.
Kompaniez received a B.A. from Yale College and
a J.D. from the University of California (Boalt
Hall). The downturn in the real estate markets
in the late 1980s and early 1990s adversely
affected the United States real estate
operations of Heron International N.V. and its
subsidiaries and affiliates (the "Heron
Group"). During this period from 1986 to 1993,
Mr. Kompaniez served as President and Chief
Executive Officer of Heron Financial
Corporation ("HFC"), and as a director or
officer of certain other Heron Group entities.
In 1993, HFC, its parent Heron International,
and certain other members of the Heron Group
voluntarily entered into restructuring
agreements with separate groups of their United
States and international creditors. The
restructuring agreement for the United States
members of the Heron Group generally provided
for the joint assumption of certain liabilities
and the pledge of unencumbered assets in
support of such liabilities for the benefit of
their United States creditors. As a result of
the restructuring, the operations and assets of
the United States members of the Heron Group
were generally separated from those of Heron
International and its non-United States
subsidiaries. At the conclusion of the
restructuring, Mr. Kompaniez commenced the
operations of PDI, which was engaged to act as
asset and corporate manager of the continuing
United States operations of HFC and the other
United States Heron Group members for the
benefit of the United States creditors. In
connection with certain transactions effected
at the time of the initial public offering of
AIMCO Common Stock, Mr. Kompaniez was appointed
Vice Chairman of AIMCO and substantially all of
the property management assets of PDI were
transferred or assigned to AIMCO.
S-2
<PAGE> 15
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
Thomas W. Toomey* Thomas W. Toomey has served as Executive Vice
President -- Finance and a Trustee of IPT since
October 1, 1998. Mr. Toomey has served as
Senior Vice President - Finance and
Administration of AIMCO since January 1996 and
was promoted to Executive
Vice-President-Finance and Administration in
March 1997. From 1990 until 1995, Mr. Toomey
served in a similar capacity with Lincoln
Property Company ("LPC") as well as Vice
President/Senior Controller and Director of
Administrative Services of Lincoln Property
Services where he was responsible for LPC's
computer systems, accounting, tax, treasury
services and benefits administration. From 1984
to 1990, he was an audit manager with Arthur
Andersen & Co. where he served real estate and
banking clients. From 1981 to 1983, Mr. Toomey
was on the audit staff of Kenneth Leventhal &
Company. Mr. Toomey received a B.S. in Business
Administration/Finance from Oregon State
University and is a Certified Public
Accountant.
Joel F. Bonder Joel F. Bonder has served as Executive Vice
President and General Counsel of IPT since
October 1, 1998. Mr. Bonder was appointed
Executive Vice President and General Counsel of
AIMCO effective December 8, 1997. Prior to
joining AIMCO, Mr. Bonder served as Senior Vice
President and General Counsel of NHP from April
1994 until December 1997. Mr. Bonder served as
Vice President and Deputy General Counsel of
NHP from June 1991 to March 1994 and as
Associate General Counsel of NHP from 1986 to
1991. From 1983 to 1985, Mr. Bonder was with
the Washington, D.C. law firm of Lane & Edson,
P.C. From 1979 to 1983, Mr. Bonder practiced
with the Chicago law firm of Ross and Hardies.
Mr. Bonder received an A.B. from the University
of Rochester and a J.D. from Washington
University School of Law.
Jeffrey P. Cohen Jeffrey P. Cohen has served as Secretary of IPT
since October 1, 1998. Mr. Cohen currently
serves as a Senior Vice President of Insignia
Financial Group, Inc., a Delaware corporation
("Insignia").
S-3
<PAGE> 16
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
Patrick J. Foye* Patrick J. Foye has served as Executive Vice
President and a Trustee of IPT since October 1,
1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to
joining AIMCO, Mr. Foye was a partner in the
law firm of Skadden, Arps, Slate, Meagher &
Flom LLP from 1989 to 1998 and was Managing
Partner of the firm's Brussels, Budapest and
Moscow offices from 1992 through 1994. Mr. Foye
is also Deputy Chairman of the Long Island
Power Authority and serves as a member of the
New York State Privatization Council. He
received a B.A. from Fordham College and a J.D.
from Fordham University Law School.
Robert Ty Howard Robert Ty Howard has served as Executive Vice
President -- Ancillary Services of IPT since
October 1, 1998. Mr. Howard was appointed
Executive Vice President - Ancillary Services
in February 1998. Prior to joining AIMCO, Mr.
Howard served as an officer and/or director of
four affiliated companies, Hecco Ventures,
Craig Corporation, Reading Company and Decurion
Corporation. Mr. Howard was responsible for
financing, mergers and acquisitions activities,
investments in commercial real estate, both
nationally and internationally, cinema
development and interest rate risk management.
From 1983 to 1988, he was employed by Spieker
Properties. Mr. Howard received a B.A. from
Amherst College, a J.D. from Harvard Law School
and an M.B.A. from Stanford University Graduate
School of Business.
S-4
<PAGE> 17
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
Steven D. Ira* Steven D. Ira has served as Executive Vice
President and a Trustee of IPT since October 1,
1998. Mr. Ira is a Co-Founder of AIMCO and has
served as Executive Vice President of AIMCO
since July 1994. From 1987 until July 1994, he
served as President of PAM. Prior to merging
his firm with PAM in 1987, Mr. Ira acquired
extensive experience in property management.
Between 1977 and 1981 he supervised the
property management of over 3,000 apartment and
mobile home units in Colorado, Michigan,
Pennsylvania and Florida, and in 1981 he joined
with others to form the property management
firm of McDermott, Stein and Ira. Mr. Ira
served for several years on the National
Apartment Manager Accreditation Board and is a
former president of both the National Apartment
Association and the Colorado Apartment
Association. Mr. Ira is the sixth individual
elected to the Hall of Fame of the National
Apartment Association in its 54-year history.
He holds a Certified Apartment Property
Supervisor (CAPS) and a Certified Apartment
Manager designation from the National Apartment
Association, a Certified Property Manager (CPM)
designation from the National Institute of Real
Estate Management (IREM) and he is a member of
the Board of Directors of the National
Multi-Housing Council, the National Apartment
Association and the Apartment Association of
Metro Denver. Mr. Ira received a B.S. from
Metropolitan State College in 1975.
David L. Williams David L. Williams has served as Executive Vice
President -- Property Operations of IPT since
October 1, 1998. Mr. Williams has been
Executive Vice President - Operations of AIMCO
since January 1997. Prior to joining AIMCO, Mr.
Williams was Senior Vice President of
Operations at Evans Withycombe Residential,
Inc. from January 1996 to January 1997.
Previously, he was Executive Vice President at
Equity Residential Properties Trust from
October 1989 to December 1995. He has served on
National Multi-Housing Council Boards and
NAREIT committees. Mr. Williams also served as
Senior Vice President of Operations and
Acquisitions of US Shelter Corporation from
1983 to 1989. Mr. Williams has been involved in
the property management, development and
acquisition of real estate properties since
1973. Mr. Williams received his B.A. in
education and administration from the
University of Washington in 1967.
S-5
<PAGE> 18
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
Harry G. Alcock* Harry G. Alcock has served as Senior Vice
President -- Acquisitions and a Trustee of IPT
since October 1, 1998. Mr. Alcock has served as
Vice President since July 1996, and was
promoted to Senior Vice President -
Acquisitions in October 1997, with
responsibility for acquisition and financing
activities since July 1994. From June 1992
until July 1994, Mr. Alcock served as Senior
Financial Analyst for PDI and HFC. From 1988 to
1992, Mr. Alcock worked for Larwin Development
Corp., a Los Angeles based real estate
developer, with responsibility for raising debt
and joint venture equity to fund land
acquisitions and development. From 1987 to
1988, Mr. Alcock worked for Ford Aerospace
Corp. He received his B.S. from San Jose State
University.
Troy D. Butts Troy D. Butts has served as Senior Vice
President and Chief Financial Officer of IPT
since October 1, 1998. Mr. Butts has served as
Senior Vice President and Chief Financial
Officer of AIMCO since November 1997. Prior to
joining AIMCO, Mr. Butts served as a Senior
Manager in the audit practice of the Real
Estate Services Group for Arthur Andersen LLP
in Dallas, Texas. Mr. Butts was employed by
Arthur Andersen LLP for ten years and his
clients were primarily publicly-held real
estate companies, including office and
multi-family real estate investment trusts. Mr.
Butts holds a Bachelor of Business
Administration degree in Accounting from Angelo
State University and is a Certified Public
Accountant.
Andrew L. Farkas* Andrew L. Farkas currently serves as a
375 Park Avenue Continuing Trustee of IPT since October 1,
Suite 3401 1998. Mr. Farkas' present principal occupation
New York, New York 10152 is to serve as the Chairman of the Board and
Chief Executive Officer of Insignia, which is
the parent company of an international real
estate organization specializing in commercial
real estate services, single-family brokerage
and mortgage origination, condominium and
cooperative apartment management, equity
co-investment and other services.
James A. Aston* James A. Aston currently serves as a Continuing
15 South Main Street Trustee of IPT since October 1, 1998. Mr.
Greenville, South Carolina Aston's present principal occupation is to
29601 serve as Chief Financial Officer and member of
the Office of the Chairman of Insignia.
Frank M Garrison* Frank M. Garrison currently serves as a
102 Woodmont Boulevard Continuing Trustee of IPT since October 1,
Suite 400 1998. Mr. Garrison's present principal
Nashville, Tennessee 37205 occupation is as a member of the Office of the
Chairman of Insignia.
S-6
<PAGE> 19
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
Bryan L. Herrmann* Bryan L. Herrmann currently serves as a
5043 Gould Avenue Continuing Trustee of IPT since October 1,
La Canada, California 91011 1998. Mr. Herrmann's present principal
occupation is as an investment banker and
Chairman and Chief Executive Officer of Base
Camp 9 Corp., since 1990. Mr. Herrman served as
a Trustee, Chairman of the Compensation
Committee and member of the Executive Committee
of the Board of Trustees of Angeles Mortgage
Investment Trust from 1994 until September
1998. In addition to his duties at Base Camp 9
Corp., from 1992 to 1994, Mr. Herrmann served
as Chief Executive Officer of Spaulding
Composites Company and is currently a member of
its board of directors. Since 1984 Mr. Herrmann
has been the general partner of MOKG 1984
Investment Partners Ltd. Mr. Herrmann is a
member of the board of directors of Wynn's
International, Inc., a New York Stock Exchange
Company.
Warren M. Eckstein* Warren M. Eckstein currently serves as a
Warburg Dillon Read Continuing Trustee of IPT since October 1,
535 Madison Avenue 1998. Mr. Eckstein's present principal
6th Floor occupation is as Managing Director --
New York, New York 10022 Investment Banking of Paine Webber
Incorporated, since October 1996. Prior to
October 1996, Mr. Eckstein served as Senior
Vice President, Investment Banking, of Dillon,
Reed & Co., Inc.
S-7
<PAGE> 20
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
Exhibit 7.8 Agreement of Joint Filing, dated January 29, 1999
among the Reporting Persons.
20
<PAGE> 1
EXHIBIT 7.8
AGREEMENT OF JOINT FILING
Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust, Reedy River Properties, L.L.C., AIMCO Properties, L.P.,
AIMCO-GP, Inc. and Apartment Investment and Management Company agree that the
amendment to the Statement on Schedule 13D to which this Agreement is attached
as an exhibit, and all future amendments to this Statement, shall be filed on
behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: January 29, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
<PAGE> 2
REEDY RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
