<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)
---------------------------
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
(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 25 Pages)
<PAGE> 2
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------- -------------------------------
CUSIP No. NONE 13D Page 2 of 25
- --------------------------------- -------------------------------
====================================================================================================================
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. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------------------
8. SHARED VOTING POWER
132.25
-------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
132.25
- --------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166.75
- --------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
- --------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
====================================================================================================================
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------- -------------------------------
CUSIP No. NONE 13D Page 3 of 25
- --------------------------------- -------------------------------
====================================================================================================================
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. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------------------
8. SHARED VOTING POWER
132.25
-------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
132.25
- --------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166.75
- --------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
- --------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
====================================================================================================================
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------- -------------------------------
CUSIP No. NONE 13D Page 4 of 25
- --------------------------------- -------------------------------
====================================================================================================================
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. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------------------
8. SHARED VOTING POWER
132.25
-------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
132.25
- --------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166.75
- --------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
- --------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
====================================================================================================================
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------- -------------------------------
CUSIP No. NONE 13D Page 5 of 25
- --------------------------------- -------------------------------
====================================================================================================================
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. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------------------
8. SHARED VOTING POWER
166.75
-------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
166.75
- --------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166.75
- --------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
- --------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
====================================================================================================================
</TABLE>
<PAGE> 6
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to
units of limited partnership interest ("Units") in Davidson Diversified Real
Estate II, L.P., a Delaware limited partnership (the "Partnership"), whose
principal executive offices are located at 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Statement is being filed by Cooper River
Properties, L.L.C., a Delaware limited liability company ("Cooper River"),
Insignia Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia
Properties Trust, a Maryland real estate investment trust ("IPT") and Apartment
Investment and Management Company, a Maryland corporation ("AIMCO") (Cooper
River, IPLP, IPT and AIMCO are sometimes collectively referred to in this
Statement as the "Reporting Persons"). The principal business address of each of
the Reporting Persons is located at 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222.
Cooper River, IPLP and IPT. IPLP is the managing member of Cooper
River. IPT is the sole general partner (owning approximately 70% of the total
equity interests) and AIMCO Properties, L.P. ("AIMCO OP") is the sole limited
partner (owning approximately 30% of the total equity interests) of IPLP. For
certain information regarding the trustees and executive officers of IPT, see
Schedule I to this Statement.
AIMCO. AIMCO was formed on January 10, 1994 and currently is one of
the largest owners and managers of multifamily apartment properties in the
United States, based on apartment unit data compiled by the National Multi
Housing Council as of January 1, 1998. As of June 30, 1998, AIMCO, through its
subsidiaries, owned or controlled 58,345 units in 210 apartment communities and
had an equity interest in 74,318 units in 478 apartment communities. In
addition, AIMCO managed 68,248 units in 357 apartment communities for third
parties and affiliates, for an aggregate portfolio of owned and managed
properties of 200,911 units in 1,045 apartment communities. The apartment
communities are located in 42 states, the District of Columbia and Puerto Rico.
AIMCO has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes.
On October 1, 1998, AIMCO acquired substantially all of the
residential assets and ownership interests (including its controlling interest
in IPT) of Insignia Financial Group, Inc. ("Insignia") pursuant to the merger of
Insignia with and into AIMCO, with AIMCO being the surviving entity (the "AIMCO
Merger"). Insignia was a fully integrated real estate services organization
specializing in the ownership and operation of securitized real estate assets,
and was the largest manager of multifamily residential properties in the United
States as of January 1, 1998. As of the consummation of the AIMCO Merger,
Insignia provided, among other things, property and/or asset management services
for over 3,800 properties, including approximately 272,000 residential units.
Following the AIMCO Merger, AIMCO operates more than 2,000 properties, including
nearly 400,000 apartment units serving approximately one million residents.
For certain information regarding the directors and executive
officers of AIMCO, see Schedule II to this Statement.
(d)-(e) During the past five years none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any of the persons
listed on Schedules I and II, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to a
civil
6
<PAGE> 7
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in the Reporting Persons or any of the persons listed on Schedules I
and II being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Cooper River obtained the $405,610.75 required to purchase the
Units and to pay related fees and expenses from IPLP through capital
contributions. IPLP in turn received such funds from AIMCO, which used its cash
from operations and equity issuances.
ITEM 4. PURPOSE OF THE TRANSACTION.
IPT, through Cooper River, has acquired Units in order to
increase its equity interest in the Partnership, primarily for investment
purposes and with a view toward making a profit. IPT and/or persons related to
or affiliated with it may acquire additional Units. Any such acquisition may be
at a price higher than the price paid for the Units, and may be for cash or
other consideration. AIMCO is presently considering whether it will engage in
one or more exchange offers or tender offers for Units. A registration statement
relating to an exchange offer for these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. As a
result, there is a substantial likelihood that, within a short time, AIMCO OP
will offer to acquire Units in exchange for cash, preferred units or common
units of limited partnership interests in AIMCO. If such an offer is made, the
holders of Units in the Partnership will be able to elect the consideration they
will receive. While such an exchange offer is probable, no definite plans exist
as to when or whether to commence such an exchange offer, or as to the terms of
any such exchange offer, and it is possible that none will occur.
Notwithstanding the above, these securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes effective.
In addition, the information set forth above shall not constitute an offer to
sell or the solicitation of an offer to buy.
AIMCO also expects that it will consider other means of
acquiring additional Units, including through further cash tender offers,
negotiated purchases or otherwise. AIMCO and IPT also may consider disposing of
some or all of the Units Cooper River has acquired, either directly or by sale
or other disposition of one or more interests in IPT or IPLP, depending among
other things on the requirements from time to time of AIMCO, IPT and their
affiliates in light of liquidity, strategic, tax and other considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Cooper River directly owns 132.25 Units and AIMCO
indirectly owns 34.5 Units (held directly by AIMCO OP) representing
approximately 10.8% and 2.8%, respectively, or a total of 13.6% of the
outstanding Units based on the 1,224.25 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. IPT is the sole general partner (owning approximately 70% of
the total equity interests) and AIMCO OP is the sole limited partner (owning
approximately 30% of the total equity interests) of 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.
7
<PAGE> 8
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 132.25 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 132.25 Units
directly held by Cooper River; and (iii) 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 132.25 Units directly held by Cooper River and the 34.5 Units
directly held by AIMCO OP.
(c) Pursuant to a tender offer that commenced on August 27,
1998 and expired on December 31, 1998, Cooper River acquired a total of 132.25
Units on January 25, 1999, representing approximately 10.8% of the outstanding
Units, at a purchase price of $3,067.00 per Unit.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On October 1, 1998, AIMCO and IPT entered into an agreement
and plan of merger (the "IPT Merger Agreement"), which provides for, among other
things, (a) the merger of IPT with and into AIMCO, with AIMCO being the
surviving corporation, or (b) the merger of a subsidiary of AIMCO with and into
IPT, with IPT being the surviving corporation (collectively, the "IPT Merger").
The IPT Merger Agreement provides that, upon consummation of the IPT Merger,
shareholders of IPT (the "IPT Shareholders") will receive $13.25 per common
share of beneficial ownership, $.01 par value per share (the "Shares"), of IPT
in cash, or $13.28 per Share in shares of common stock of AIMCO, at AIMCO's
option.
The IPT Merger is subject to the approval of the IPT
Shareholders, regulatory approvals, and the satisfaction or waiver of various
other conditions. AIMCO has agreed to vote all Shares owned by it in favor of
the IPT Merger Agreement and the transactions contemplated thereby, and granted
certain members of the Board of Trustees of IPT (the "IPT Board") an irrevocable
proxy (the "Irrevocable Limited Proxy") to vote all Shares held by AIMCO at all
meetings of IPT Shareholders, and in every written consent in lieu of such
meetings, in favor of approval of the IPT Merger and any matter that could
reasonably be expected to facilitate the IPT Merger. Each grantee under the
Irrevocable Limited Proxy explicitly agreed in writing to vote all Shares
subject to the Irrevocable Limited Proxy in favor of the IPT Merger. The
Irrevocable Limited Proxy will terminate upon the earlier of (a) January 1, 2002
and (b) the consummation of the IPT Merger.
The board of directors of AIMCO and the IPT Board may agree in
writing to terminate the IPT Merger Agreement without completing the IPT Merger.
The IPT Merger Agreement may also be terminated in certain other circumstances.
If the IPT Merger is not completed, AIMCO will continue to
control the majority of outstanding Shares. However, certain transactions
involving AIMCO and IPT that occur between the effective time of the IPT Merger
and the termination of the IPT Merger Agreement between AIMCO and IPT, including
the acquisition by AIMCO of assets of IPLP and interests in partnerships
controlled by IPT, will be unwound.
The IPT Merger Agreement also provides that Andrew L. Farkas,
James A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrmann will
continue to serve as trustees of IPT (collectively, the "Continuing Trustees")
until the earlier of the closing of the IPT Merger or the termination of the IPT
Merger Agreement. Pursuant to the IPT Merger Agreement and the Bylaws of
8
<PAGE> 9
IPT, a majority of the Continuing Trustees must approve, among other things, the
following actions: (i) removal of a Continuing Trustee; (ii) termination of
IPT's independent auditors or the financial advisor or legal counsel for the IPT
Merger; (iii) all alternative proposals to acquire IPT or its subsidiaries; (iv)
amendment or waiver of any provision of (A) the IPT Merger Agreement, (B) the
Fourth Amended and Restated Agreement of Limited Partnership of Insignia
Properties, L.P., (C) the Declaration of Trust of IPT or (D) the Bylaws of IPT;
(v) modification of the powers of the Continuing Trustees, and (vi) making of
loans by IPT or its subsidiaries to AIMCO or its subsidiaries. The Continuing
Trustees' special powers terminate on the earliest to occur of (i) the IPT
Merger, (ii) January 1, 2002 or (iii) the sooner termination of the IPT Merger
Agreement under certain circumstances.
In connection with the execution of the IPT Merger Agreement,
AIMCO and certain shareholders of IPT entered into an agreement, dated October
1, 1998 (the "Shareholder's Agreement"), whereby AIMCO agreed that, following a
termination of the IPT Merger Agreement under certain circumstances, it will
vote its IPT Shares as follows: for the first two annual meetings of IPT
Shareholders following such a termination, in favor of designees of the
Continuing Trustees so that such designees constitute a majority of the trustees
of the IPT Board, and thereafter in favor of designees of the Continuing
Trustees so that such designees constitute one less than a majority of the
trustees of the IPT Board. The Shareholder's Agreement remains in effect as long
as AIMCO and/or its affiliates own at least 10% of the outstanding IPT Shares,
but terminates upon consummation of the IPT Merger.
The information set forth above is qualified in its entirety
by reference to the IPT Merger Agreement, Irrevocable Limited Proxy, IPT Bylaws
and Shareholder's Agreement, each of which is attached hereto as Exhibits 7.1,
7.2, 7.3 and 7.4 and incorporated herein by reference.
9
<PAGE> 10
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Agreement and Plan of Merger, dated as of
October 1, 1998, by and between AIMCO and IPT.
Exhibit 7.2 Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston
and Frank M. Garrison.
Exhibit 7.3 Second Amended and Restated Bylaws of IPT, dated
October 2, 1998.
Exhibit 7.4 Shareholder's Agreement, dated October 1, 1998,
among AIMCO, Andrew L. Farkas, James A. Aston and
Frank M. Garrison.
Exhibit 7.5 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
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
----------------------------------
Patrick J. Foye
Executive Vice President
11
<PAGE> 12
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.
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
<S> <C>
Terry Considine* Terry Considine has served as a Trustee and as
Chairman of the Board of Trustees and Chief
Executive Officer of IPT since October 1, 1998.
For additional information concerning Mr.
Considine, see Schedule II.
Peter. K. Kompaniez* Peter K. Kompaniez has served as President and a
Trustee of IPT since October 1, 1998. For
additional information concerning Mr. Kompaniez,
see Schedule II.
Thomas W. Toomey* Thomas W. Toomey has served as Executive Vice
President -- Finance and a Trustee of IPT since
October 1, 1998. For additional information
concerning Mr. Toomey, see Schedule II.
Joel F. Bonder Joel F. Bonder has served as Executive Vice
President and General Counsel of IPT since October
1, 1998. For additional information concerning Mr.
Bonder, see Schedule II.
Jeffrey P. Cohen Jeffrey P. Cohen has served as Secretary of IPT
since October 1, 1998. Mr. Cohen currently serves
as a Senior Vice President of Insignia Financial
Group, Inc. ("Insignia").
Patrick J. Foye* Patrick J. Foye has served as Executive Vice
President and a Trustee of IPT since October 1,
1998. For additional information concerning Mr.
Foye, see Schedule II.
Robert Ty Howard Robert Ty Howard has served as Executive Vice
President -- Ancillary Services of IPT since
October 1, 1998. For additional information
concerning Mr. Howard, see Schedule II.
Steven D. Ira* Steven D. Ira has served as Executive Vice
President and a Trustee of IPT since October 1,
1998. For additional information concerning Mr.
Ira, see Schedule II.
</TABLE>
I-1
<PAGE> 13
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
<S> <C>
David L. Williams David L. Williams has served as Executive Vice
President -- Property Operations of IPT since
October 1, 1998. For additional information
concerning Mr. Williams, see Schedule II.
Harry G. Alcock* Harry G. Alcock has served as Senior Vice
President -- Acquisitions and a Trustee of IPT
since October 1, 1998. For additional information
concerning Mr. Alcock, see Schedule II.
Troy D. Butts Troy D. Butts has served as Senior Vice President
and Chief Financial Officer of IPT since October
1, 1998. For additional information concerning Mr.
Butts, see Schedule II.
Andrew L. Farkas* Andrew L. Farkas currently serves as a Continuing
375 Park Avenue Trustee of IPT since October 1, 1998. Mr. Farkas'
Suite 3401 present principal occupation is to serve as the
New York, New York 10152 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. Aston's
Greenville, South Carolina 29601 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 Continuing
102 Woodmont Boulevard Trustee of IPT since October 1, 1998. Mr. Garrison's
Suite 400 present principal occupation is as a member of the
Nashville, Tennessee 37205 Office of the Chairman of Insignia.
Bryan L. Herrmann* Bryan L. Herrmann currently serves as a Continuing
5043 Gould Avenue Trustee of IPT since October 1, 1998. Mr. Herrmann's
La Canada, California 91011 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.
</TABLE>
I-2
<PAGE> 14
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
<S> <C>
Warren M. Eckstein* Warren M. Eckstein currently serves as a Continuing Trustee
Warburg Dillon Read of IPT since October 1, 1998. Mr. Eckstein's present
535 Madison Avenue principal occupation is as Managing Director -- Investment
6th Floor Banking of Paine Webber Incorporated, since October 1996.
New York, New York 10022 Prior to October 1996, Mr. Eckstein served as Senior
Vice President, Investment Banking, of Dillon, Reed &
Co., Inc.
</TABLE>
I-3
<PAGE> 15
SCHEDULE II
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
AIMCO
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO. Set forth in the
table below are the name and the present principal occupations or employment and
the name, principal business and address of any corporation or other
organization in which such occupation or employment is conducted of each of the
directors and executive officers of AIMCO. Unless otherwise indicated, each
person identified below is employed by AIMCO. The principal business address of
AIMCO and, unless otherwise indicated, each person identified below, is 1873
South Bellaire Street, 17th Floor, Denver, Colorado 80222. All persons
identified below are United States citizens.
<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Terry Considine Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez Vice Chairman, President and Director
Thomas W. Toomey Executive Vice President - Finance and Administration
Joel F. Bonder Ex Executive Vice President and General Counsel and Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
David L. Williams Executive Vice President - Property Operations
Harry G. Alcock Senior Vice President - Acquisitions
Troy D. Butts Senior Vice President and Chief Financial Officer
Martha Carlin Senior Vice President - Ancillary Services
Joseph DeTuno Senior Vice President - Property Redevelopment
Jack W. Marquardt Senior Vice President - Accounting
Leeann Morein Senior Vice President - Investor Services and Secretary
David O'Leary Senior Vice President - Buyers Access
R. Scott Wesson Senior Vice President - Chief Information Officer
Richard S. Ellwood Director; Chairman, Audit Committee
J. Landis Martin Director; Chairman, Compensation Committee
Thomas L. Rhodes Director
John D. Smith Director
</TABLE>
II-1
<PAGE> 16
2. BIOGRAPHICAL INFORMATION. The following is a biographical summary of the
experience of the current directors and executive officers of AIMCO for the past
five years or more. Directors of AIMCO are identified by an asterisk.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Terry Considine* Mr. Considine has been Chairman of the Board of
Directors and Chief Executive Officer of AIMCO since
July 1994. He is the sole owner of Considine Investment
Co. and prior to July 1994 was owner of approximately
75% of Property Asset Management, L.L.C., a Colorado
limited liability company, and its related entities
(collectively, "PAM"), one of AIMCO's predecessors. On
October 1, 1996, Mr. Considine was appointed
Co-Chairman and director of Asset Investors Corp. and
Commercial Asset Investors, Inc., two other public real
estate investment trusts, and appointed as a director
of Financial Assets Management, LLC, a real estate
investment trust manager. Mr. Considine has been
involved as a principal in a variety of real estate
activities, including the acquisition, renovation,
development and disposition of properties. Mr.
Considine has also controlled entities engaged in other
businesses such as television broadcasting, gasoline
distribution and environmental laboratories. Mr.
Considine received a B.A. from Harvard College, a J.D.
from Harvard Law School and is admitted as a member of
the Massachusetts Bar. Mr. Considine has had
substantial multifamily real estate experience. From
1975 through July 1994, partnerships or other entities
in which Mr. Considine had controlling interests
invested in approximately 35 multifamily apartment
properties and commercial real estate properties. Six
of these real estate assets (four of which were
multifamily apartment properties and two of which were
office properties) did not generate sufficient cash
flow to service their related indebtedness and were
foreclosed upon by their lenders, causing pre-tax
losses of approximately $11.9 million to investors and
losses of approximately $2.7 million to Mr. Considine.
</TABLE>
II-2
<PAGE> 17
<TABLE>
<S> <C>
Peter K. Kompaniez* Mr. Kompaniez has been Vice Chairman, President and a
director of AIMCO since July 1994. Since September
1993, Mr. Kompaniez has owned 75% of PDI Realty
Enterprises, Inc., a Delaware corporation ("PDI"), one
of AIMCO's predecessors, and serves as its President
and Chief Executive Officer. From 1986 to 1993, he
served as President and Chief Executive Officer of
Heron Financial Corporation ("HFC"), a United States
holding company for Heron International, N.V.'s real
estate and related assets. While at HFC, Mr. Kompaniez
administered the acquisition, development and
disposition of approximately 8,150 apartment units
(including 6,217 units that have been acquired by the
AIMCO) and 3.1 million square feet of commercial real
estate. Prior to joining HFC, Mr. Kompaniez was a
senior partner with the law firm of Loeb and Loeb where
he had extensive real estate and REIT experience. Mr.
Kompaniez received a B.A. from Yale College and a J.D.
from the University of California (Boalt Hall). The
downturn in the real estate markets in the late 1980s
and early 1990s adversely affected the United States
real estate operations of Heron International N.V. and
its subsidiaries and affiliates (the "Heron Group").
During this period from 1986 to 1993, Mr. Kompaniez
served as President and Chief Executive Officer of
Heron Financial Corporation ("HFC"), and as a director
or officer of certain other Heron Group entities. In
1993, HFC, its parent Heron International, and certain
other members of the Heron Group voluntarily entered
into restructuring agreements with separate groups of
their United States and international creditors. The
restructuring agreement for the United States members
of the Heron Group generally provided for the joint
assumption of certain liabilities and the pledge of
unencumbered assets in support of such liabilities for
the benefit of their United States creditors. As a
result of the restructuring, the operations and assets
of the United States members of the Heron Group were
generally separated from those of Heron International
and its non-United States subsidiaries. At the
conclusion of the restructuring, Mr. Kompaniez
commenced the operations of PDI, which was engaged to
act as asset and corporate manager of the continuing
United States operations of HFC and the other United
States Heron Group members for the benefit of the
United States creditors. In connection with certain
transactions effected at the time of the initial public
offering of AIMCO Common Stock, Mr. Kompaniez was
appointed Vice Chairman of AIMCO and substantially all
of the property management assets of PDI were
transferred or assigned to AIMCO.
</TABLE>
II-3
<PAGE> 18
<TABLE>
<S> <C>
Thomas W. Toomey Mr. Toomey has served as Senior Vice President -
Finance and Administration of AIMCO since January 1996
and was promoted to Executive Vice-President-Finance
and Administration in March 1997. From 1990 until 1995,
Mr. Toomey served in a similar capacity with Lincoln
Property Company ("LPC") as well as Vice
President/Senior Controller and Director of
Administrative Services of Lincoln Property Services
where he was responsible for LPC's computer systems,
accounting, tax, treasury services and benefits
administration. From 1984 to 1990, he was an audit
manager with Arthur Andersen & Co. where he served real
estate and banking clients. From 1981 to 1983, Mr.
Toomey was on the audit staff of Kenneth Leventhal &
Company. Mr. Toomey received a B.S. in Business
Administration/Finance from Oregon State University and
is a Certified Public Accountant.
Joel F. Bonder Mr. Bonder was appointed Executive Vice President and
General Counsel of AIMCO effective December 8, 1997.
Prior to joining AIMCO, Mr. Bonder served as Senior
Vice President and General Counsel of NHP from April
1994 until December 1997. Mr. Bonder served as Vice
President and Deputy General Counsel of NHP from June
1991 to March 1994 and as Associate General Counsel of
NHP from 1986 to 1991. From 1983 to 1985, Mr. Bonder
was with the Washington, D.C. law firm of Lane & Edson,
P.C. From 1979 to 1983, Mr. Bonder practiced with the
Chicago law firm of Ross and Hardies. Mr. Bonder
received an A.B. from the University of Rochester and a
J.D. from Washington University School of Law.
Patrick J. Foye Mr. Foye has served as Executive Vice President of
AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye
was a partner in the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP from 1989 to 1998 and was Managing
Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy
Chairman of the Long Island Power Authority and serves
as a member of the New York State Privatization
Council. He received a B.A. from Fordham College and a
J.D. from Fordham University Law School.
</TABLE>
II-4
<PAGE> 19
<TABLE>
<S> <C>
Robert Ty Howard Mr. Howard was appointed Executive Vice President -
Ancillary Services in February 1998. Prior to joining
AIMCO, Mr. Howard served as an officer and/or director
of four affiliated companies, Hecco Ventures, Craig
Corporation, Reading Company and Decurion Corporation.
Mr. Howard was responsible for financing, mergers and
acquisitions activities, investments in commercial real
estate, both nationally and internationally, cinema
development and interest rate risk management. From
1983 to 1988, he was employed by Spieker Properties.
Mr. Howard received a B.A. from Amherst College, a J.D.
from Harvard Law School and an M.B.A. from Stanford
University Graduate School of Business.
Steven D. Ira Mr. Ira is a Co-Founder of AIMCO and has served as
Executive Vice President of AIMCO since July 1994. From
1987 until July 1994, he served as President of PAM.
Prior to merging his firm with PAM in 1987, Mr. Ira
acquired extensive experience in property management.
Between 1977 and 1981 he supervised the property
management of over 3,000 apartment and mobile home
units in Colorado, Michigan, Pennsylvania and Florida,
and in 1981 he joined with others to form the property
management firm of McDermott, Stein and Ira. Mr. Ira
served for several years on the National Apartment
Manager Accreditation Board and is a former president
of both the National Apartment Association and the
Colorado Apartment Association. Mr. Ira is the sixth
individual elected to the Hall of Fame of the National
Apartment Association in its 54-year history. He holds
a Certified Apartment Property Supervisor (CAPS) and a
Certified Apartment Manager designation from the
National Apartment Association, a Certified Property
Manager (CPM) designation from the National Institute
of Real Estate Management (IREM) and he is a member of
the Board of Directors of the National Multi-Housing
Council, the National Apartment Association and the
Apartment Association of Metro Denver. Mr. Ira received
a B.S. from Metropolitan State College in 1975.
</TABLE>
II-5
<PAGE> 20
<TABLE>
<S> <C>
David L. Williams Mr. Williams has been Executive Vice President -
Operations of AIMCO since January 1997. Prior to
joining AIMCO, Mr. Williams was Senior Vice President
of Operations at Evans Withycombe Residential, Inc.
from January 1996 to January 1997. Previously, he was
Executive Vice President at Equity Residential
Properties Trust from October 1989 to December 1995. He
has served on National Multi-Housing Council Boards and
NAREIT committees. Mr. Williams also served as Senior
Vice President of Operations and Acquisitions of US
Shelter Corporation from 1983 to 1989. Mr. Williams has
been involved in the property management, development
and acquisition of real estate properties since 1973.
Mr. Williams received his B.A. in education and
administration from the University of Washington in
1967.
Harry G. Alcock Mr. Alcock has served as Vice President since July
1996, and was promoted to Senior Vice President -
Acquisitions in October 1997, with responsibility for
acquisition and financing activities since July 1994.
From June 1992 until July 1994, Mr. Alcock served as
Senior Financial Analyst for PDI and HFC. From 1988 to
1992, Mr. Alcock worked for Larwin Development Corp., a
Los Angeles based real estate developer, with
responsibility for raising debt and joint venture
equity to fund land acquisitions and development. From
1987 to 1988, Mr. Alcock worked for Ford Aerospace
Corp. He received his B.S. from San Jose State
University.
Troy D. Butts Mr. Butts has served as Senior Vice President and Chief
Financial Officer of AIMCO since November 1997. Prior
to joining AIMCO, Mr. Butts served as a Senior Manager
in the audit practice of the Real Estate Services Group
for Arthur Andersen LLP in Dallas, Texas. Mr. Butts was
employed by Arthur Andersen LLP for ten years and his
clients were primarily publicly-held real estate
companies, including office and multi-family real
estate investment trusts. Mr. Butts holds a Bachelor of
Business Administration degree in Accounting from
Angelo State University and is a Certified Public
Accountant.
Martha Carlin Ms. Carlin has served as Vice President since September
1996 and was promoted to Senior Vice President -
Ancillary Services in December 1997. From December 1995
until September 1996, Ms. Carlin served as Chief
Financial Officer for Wentwood Investment Partners. Ms.
Carlin was employed by Arthur Andersen LLP for six
years, with a primary focus in real estate. Ms. Carlin
was also employed by MCI Communications and Lincoln
Property Company. Ms. Carlin received a B.S. from the
University of Kentucky and is a certified public
accountant.
</TABLE>
II-6
<PAGE> 21
<TABLE>
<S> <C>
Joseph DeTuno Mr. DeTuno has been Senior Vice President - Property
Redevelopment of AIMCO since September 1997. Mr. DeTuno
was president and founder of JD Associates, his own
full service real estate consulting, advisory and
project management company which he founded in 1990. JD
Associates provided development management, financial
analysis, business plan preparation and implementation
services. Previously, Mr. DeTuno served as
President/Partner of Gulfstream Commercial Properties,
President and Co-managing Partner of Criswell
Development Company, Vice President of Crow Hotel and
Company and Project Director with Perkins & Will
Architects and Planners. Mr. DeTuno received his B.A.
in architecture and is a registered architect in
Illinois and Texas.
Jack W. Marquardt Mr. Marquardt has been Senior Vice President -
Accounting of AIMCO since September 1997. Mr. Marquardt
brings over 17 years of real estate accounting
experience to AIMCO. From October 1992 through August
1997, Mr. Marquardt served as Vice President/Corporate
Controller and Manager of Data Processing for
Transwestern Property Company, where he was responsible
for corporate accounting, tax, treasury services and
computer systems. From August 1986 through September
1992, Mr. Marquardt worked in the real estate
accounting area of Aetna Realty Investors, Inc. serving
as Regional Controller from April 1990 through
September 1992. Mr. Marquardt received a B.S. in
Business Administration/Finance from Ohio State
University.
Leeann Morein Ms. Morein has served as Senior Vice President -
Investor Services since November 1997. Ms. Morein has
served as Secretary of AIMCO since July 1994. From July
1994 until October 1997 Ms. Morein also served as Chief
Financial Officer. From September 1990 to March 1994,
Ms. Morein served as Chief Financial Officer of the
real estate subsidiaries of California Federal Bank,
including the general partner of CF Income Partners,
L.P., a publicly-traded master limited partnership. Ms.
Morein joined California Federal in September 1988 as
Director of Real Estate Syndications Accounting and
became Vice President-Financial Administration in
January 1990. From 1983 to 1988, Ms. Morein was
Controller of Storage Equities, Inc., a real estate
investment trust, and from 1981 to 1983, she was
Director of Corporate Accounting for Angeles
Corporation, a real estate syndication firm. Ms. Morein
worked on the audit staff of Price Waterhouse from 1979
to 1981. Ms. Morein received a B.A. from Pomona College
and is a Certified Public Accountant.
</TABLE>
II-7
<PAGE> 22
<TABLE>
<S> <C>
David O'Leary Mr. O'Leary has been President of Property Services
Group, Inc., an AIMCO subsidiary since December 1997.
Property Services Group, Inc. administers the Buyers
Access program. From 1993 until 1997, Mr. O'Leary
served as Regional Vice President and Senior Vice
President for Property Services Group, Inc., with
responsibility for program marketing and sales. From
1981 to 1993 Mr. O'Leary served as Vice President and
Executive Vice President for Commonwealth Pacific Inc.,
a privately held real estate investment and management
firm based in Seattle, Washington. During his tenure
with Commonwealth Pacific, Inc., Mr. O'Leary was
responsible for acquisitions, dispositions,
development, and asset management from offices located
in Houston and Dallas, Texas, Atlanta, Georgia and
Seattle, Washington. Mr. O'Leary also served as Vice
President for Johnstown American Companies, directing
acquisition activities for the Northeast United States.
Mr. O'Leary received his B.A. Degree from the
University of Utah in 1979.
R. Scott Wesson Mr. Wesson has served as Senior Vice President - Chief
Information Officer of AIMCO since July 1997. From 1994
until 1997, Mr. Wesson served as Vice President of
Information Services at Lincoln Property Company, where
he was responsible for information systems
infrastructure, technology planning and business
process re-engineering. From 1992 to 1994, Mr. Wesson
served in the role of Director of Network Services for
Lincoln Property Company, where he was responsible for
the design and deployment of the company's Wide Area
Network and Local Area Networks, comprising over 2,500
workstations in over 40 locations nationwide. From 1988
to 1992, he was a systems consultant with Automatic
Data Processing involved in design, planning and
deployment of financial and human resources systems for
several major, multinational organizations. From 1984
to 1987, he was a Senior Analyst with Federated
Department Stores, Inc. involved in planning and
distribution. Mr. Wesson received his B.S. from the
University of Texas in 1984.
</TABLE>
II-8
<PAGE> 23
<TABLE>
<S> <C>
Richard S. Ellwood* Mr. Ellwood was appointed a Director of AIMCO in July
12 Auldwood Lane 1994 and is currently Chairman of the Audit Committee.
Rumson, NJ 07760 Mr. Ellwood is the founder and President of R.S.
Ellwood & Co., Incorporated, a real estate investment
banking firm. Prior to forming R.S. Ellwood & Co.,
Incorporated in 1987, Mr. Ellwood had 31 years
experience on Wall Street as an investment banker,
serving as: Managing Director and senior banker at
Merrill Lynch Capital Markets from 1984 to 1987;
Managing Director at Warburg Paribas Becker from 1978
to 1984; general partner and then Senior Vice President
and a director at White, Weld & Co. from 1968 to 1978;
and in various capacities at J.P. Morgan & Co. from
1955 to 1968. Mr. Ellwood currently serves as a
director of FelCor Suite Hotels, Inc. and Florida East
Coast Industries, Inc.
J.Landis Martin* Mr. Martin was appointed a Director of AIMCO in July 1994 and
1999 Broadway became Chairman of the Compensation Committee in March 1998.
Suite 4300 Mr. Martin has served as President and Chief Executive Officer
Denver, CO 80202 a Director of NL Industries, Inc., a manufacturer of titanium
dioxide, since 1987. Mr. Martin has served as Chairman
of Tremont Corporation, a holding company operating
through its affiliates Titanium Metals Corporation
("TIMET") and NL Industries, Inc., since 1990 and as
Chief Executive Officer and a director of Tremont since
1998. Mr. Martin has served as Chairman of Timet, an
integrated producer of titanium, since 1987 and Chief
Executive Officer since January 1995. From 1990 until
its acquisition by Dresser Industries, Inc. ("Dresser")
in 1994, Mr. Martin served as Chairman of the Board and
Chief Executive Officer of Baroid Corporation, an
oilfield services company. In addition to Tremont, NL
and TIMET, Mr. Martin is a director of Dresser, which
is engaged in the petroleum services, hydrocarbon and
engineering industries.
Thomas L. Rhodes* Mr. Rhodes was appointed a Director of AIMCO in July 1994.
215 Lexington Avenue Mr. Rhodes has served as the President and a Director
4th Floor of National Review magazine since November 30, 1992,
New York, NY 10016 where he has also served as a Director since 1998. From
1976 to 1992, he held various positions at Goldman,
Sachs & Co. and was elected a General Partner in 1986
and served as a General Partner from 1987 until
November 27, 1992. He is currently Co-Chairman of the
Board, Co-Chief Executive Officer and a Director of
Commercial Assets Inc. and Asset Investors Corporation.
He also serves as a Director of Delphi Financial Group,
Inc. and its subsidiaries, Delphi International Ltd.,
Oracle Reinsurance Company, and the Lynde and Harry
Bradley Foundation. Mr. Rhodes is Chairman of the
Empire Foundation for Policy Research, a Founder and
Trustee of Change NY, a Trustee of The Heritage
Foundation, and a Trustee of the Manhattan Institute.
</TABLE>
II-9
<PAGE> 24
<TABLE>
<S> <C>
John D. Smith* Mr. Smith was appointed a Director of AIMCO in November
3400 Peachtree Road 1994. Mr. Smith is Principal and President of John D.
Suite 831 Smith Developments. Mr. Smith has been a shopping
Atlanta, GA 30326 center developer, owner and consultant for over 8.6
million square feet of shopping center projects
including Lenox Square in Atlanta, Georgia. Mr. Smith
is a Trustee and former President of the International
Council of Shopping Centers and was selected to be a
member of the American Society of Real Estate
Counselors. Mr. Smith served as a Director for
Pan-American Properties, Inc. (National Coal Board of
Great Britain) formerly known as Continental Illinois
Properties. He also serves as a director of American
Fidelity Assurance Companies and is retained as an
advisor by Shop System Study Society, Tokyo, Japan.
</TABLE>
II-10
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
7.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and between AIMCO and
IPT (incorporated by reference to Exhibit 2.1 of IPT's Current Report on Form 8-K,
File No. 1-14179, dated October 1, 1998).
7.2 Irrevocable Limited Proxy, dated October 1, 1998, granted by AIMCO to Andrew L.
Farkas, James A. Aston and Frank M. Garrison (incorporated by reference to
Exhibit 99.1 of IPT's Current Report on Form 8-K, File No. 1-14179, dated October 1,
1998).
7.3 Second Amended and Restated Bylaws of IPT, dated October 2, 1998 (incorporated by
reference to Exhibit 3.2 of IPT's Current Report on Form 8-K, File No. 1-14179, dated
October 1, 1998).
7.4 Shareholders' Agreement, dated October 1, 1998, among AIMCO, Andrew L. Farkas,
James A. Aston and Frank M. Garrison (incorporated by reference to Exhibit 99.2 of
IPT's Current Report on Form 8-K, File No. 1-14179, dated October 1, 1998).
7.5 Agreement of Joint Filing, dated January 29, 1999, among the Reporting Persons.
</TABLE>
-25-
<PAGE> 1
EXHIBIT 7.5
AGREEMENT OF JOINT FILING
Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust and Apartment Investment and Management Company 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 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
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
---------------------------------
Patrick J. Foye
Executive Vice President
