<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 PROPERTIES V
(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
--------------------------
DECEMBER 22, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
(Continued on following pages)
(Page 1 of 22 Pages)
<PAGE> 2
- ---------------- ------------
CUSIP No. NONE 13D/A Page 2 of 22
- ---------------- ------------
============ ===================================================================
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
- ------------------------- ------- ----------------------------------------------
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------- ----------------------------------------------
8.
SHARED VOTING POWER
11,175
------- ----------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------
10.
SHARED DISPOSITIVE POWER
11,175
- ------------ -------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,006.8
- ------------ -------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
- ------------ -------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON
OO
============ ===================================================================
<PAGE> 3
- ---------------- ------------
CUSIP No. NONE 13D/A Page 3 of 22
- ---------------- ------------
============ ===================================================================
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
- ------------------------- ------- ----------------------------------------------
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------- ----------------------------------------------
8.
SHARED VOTING POWER
11,175
------- ----------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------
10.
SHARED DISPOSITIVE POWER
11,175
- ------------ -------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,006.8
- ------------ -------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
- ------------ -------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON
PN
============ ===================================================================
<PAGE> 4
- ---------------- ------------
CUSIP No. NONE 13D/A Page 4 of 22
- ---------------- ------------
============ ===================================================================
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
- ------------------------- ------- ----------------------------------------------
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------- ----------------------------------------------
8.
SHARED VOTING POWER
11,175
------- ----------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------
10.
SHARED DISPOSITIVE POWER
11,175
- ------------ -------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,006.8
- ------------ -------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
- ------------ -------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON
OO
============ ===================================================================
<PAGE> 5
- ---------------- ------------
CUSIP No. NONE 13D/A Page 5 of 22
- ---------------- ------------
============ ===================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
MADISON RIVER PROPERTIES, L.L.C.
- ------------ -------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- ------------ -------------------------------------------------------------------
3.
SEC USE ONLY
- ------------ -------------------------------------------------------------------
4.
SOURCE OF FUNDS
NOT APPLICABLE
- ------------ -------------------------------------------------------------------
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------ -------------------------------------------------------------------
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------- ------- ----------------------------------------------
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------- ----------------------------------------------
8.
SHARED VOTING POWER
43,795.8
------- ----------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------
10.
SHARED DISPOSITIVE POWER
43,795.8
- ------------ -------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,006.8
- ------------ -------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
- ------------ -------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON
OO
============ ===================================================================
<PAGE> 6
- ---------------- ------------
CUSIP No. NONE 13D/A Page 6 of 22
- ---------------- ------------
============ ===================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO PROPERTIES, L.P.
- ------------ -------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- ------------ -------------------------------------------------------------------
3.
SEC USE ONLY
- ------------ -------------------------------------------------------------------
4.
SOURCE OF FUNDS
NOT APPLICABLE
- ------------ -------------------------------------------------------------------
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------ -------------------------------------------------------------------
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------- ------- ----------------------------------------------
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------- ----------------------------------------------
8.
SHARED VOTING POWER
46,831.8
------- ----------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------
10.
SHARED DISPOSITIVE POWER
46,831.8
- ------------ -------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,006.8
- ------------ -------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
- ------------ -------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON
PN
============ ===================================================================
<PAGE> 7
- ---------------- ------------
CUSIP No. NONE 13D/A Page 7 of 22
- ---------------- ------------
============ ===================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO - GP, INC.
- ------------ -------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- ------------ -------------------------------------------------------------------
3.
SEC USE ONLY
- ------------ -------------------------------------------------------------------
4.
SOURCE OF FUNDS
NOT APPLICABLE
- ------------ -------------------------------------------------------------------
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------ -------------------------------------------------------------------
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------- ------- ----------------------------------------------
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------- ----------------------------------------------
8.
SHARED VOTING POWER
46,831.8
------- ----------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------
10.
SHARED DISPOSITIVE POWER
46,831.8
- ------------ -------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,006.8
- ------------ -------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
- ------------ -------------------------------------------------------------------
14.
TYPE OF REPORTING PERSON
CO
============ ===================================================================
<PAGE> 8
- ---------------- ------------
CUSIP No. NONE 13D/A Page 8 of 22
- ---------------- ------------
============ ===================================================================
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
- ------------------------- ------- ----------------------------------------------
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
------- ----------------------------------------------
8.
SHARED VOTING POWER
58,006.8
------- ----------------------------------------------
9.
SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------
10.
SHARED DISPOSITIVE POWER
58,006.8
- ------------ -------------------------------------------------------------------
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,006.8
- ------------ -------------------------------------------------------------------
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------ -------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
- ------------ -------------------------------------------------------------------
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 Properties V, 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 Madison River Properties, L.L.C., a
Delaware limited liability company ("Madison River"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware
corporation ("AIMCO-GP") and 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 40,000 of the outstanding Units of the Partnership, at a
purchase price of $33.00 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"),
Madison River, AIMCO OP, AIMCO-GP and AIMCO (Cooper River, IPLP, IPT, Madison
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 66% of the total equity interests of IPLP) and AIMCO OP is
the sole limited partner of IPLP (owning approximately 34% of the total equity
interests in IPLP). AIMCO also owns approximately 50.7% of the outstanding
common shares of IPT, with the right to acquire up to 65.4% of such shares
(based upon the number of common shares of IPT outstanding as of October 1,
1998) upon AIMCO OP's exercise of its right to exchange one common partnership
unit of IPLP for one common share of IPT.
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 Cooper River, IPLP or 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 11,175 Units, Madison River
directly owns 43,795.8 Units and AIMCO OP directly owns 3,036 Units (for an
aggregate of 58,006.8 Units), representing 6.2%, 24.4% and 1.7%, respectively,
or a total of 32.3% of the outstanding Units based on the 179,537 Units
outstanding at December 22, 1998.
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 11,175 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 11,175 Units
directly owned by Cooper River; (iii) Madison River is reporting that it shares
the power to vote or direct the vote and the power to dispose or direct the
disposition of the 43,795.8 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 3,036 Units directly owned by it and
the 43,795.8 Units directly owned by Madison 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 43,795.8 Units directly owned by Madison River and
the 3,036 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 11,175 Units directly owned by Cooper River, the 43,795.8
Units directly owned by Madison River and the 3,036 Units directly owned by
AIMCO OP.
(c) The Offer expired pursuant to its terms on Monday,
December 14, 1998. On December 22, 1998, Cooper River acquired a total of 11,175
Units, representing approximately 6.2% of the outstanding Units, at a purchase
price of $33.00 per Unit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.8 Agreement of Joint Filing, dated
January 22, 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 22, 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
MADISON RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /S/ PATRICK J. FOYE
--------------------------------
Patrick J. Foye
Executive Vice President
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
New York, New York 10152 occupation 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
15 South Main Street Continuing Trustee of IPT since October 1,
Greenville, South Carolina 29601 1998. Mr. Aston's present principal
occupation is to 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
-------------
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
Exhibit 7.8 Agreement of Joint Filing, dated January 22, 1999,
among the Reporting Persons.
</TABLE>
20
<PAGE> 1
EXHIBIT 7.8
AGREEMENT OF JOINT FILING
Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust, Madison River Properties, L.L.C., AIMCO Properties, L.P.,
AIMCO-GP, Inc. and Apartment Investment and Management Company agree that the
amendment to the Statement on Schedule 13D to which this Agreement is attached
as an exhibit, and all future amendments to this Statement, shall be filed on
behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: January 22, 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
MADISON RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /S/ PATRICK J. FOYE
---------------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /S/ PATRICK J. FOYE
---------------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /S/ PATRICK J. FOYE
---------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /S/ PATRICK J. FOYE
---------------------------------
Patrick J. Foye
Executive Vice President
