<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 5)
------------------------------------
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number)
------------------------------------
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
------------------------------------
OCTOBER 1, 1998
(Date of Event which Requires Filing of this Statement)
- --------------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
- --------------------------------------------------------------------------------
(Continued on following pages)
(Page 1 of 27 Pages)
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------- -----------------------------------
<S> <C> <C>
CUSIP No. NONE 13D/A Page 2 of 27
--------
- ---------------------------------- -----------------------------------
=============================================================================================================================
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
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 1,450
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,450
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 3 of 27
--------
- ---------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
MADISON RIVER PROPERTIES, L.L.C.
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 2,180
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,180
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 4 of 27
--------
- ---------------------------------- -----------------------------------
=============================================================================================================================
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
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 1,450
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,450
-----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 5 of 27
--------
- ---------------------------------- -----------------------------------
=============================================================================================================================
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 8. SHARED VOTING POWER
REPORTING
PERSON WITH 1,450
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,450
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 6 of 27
--------
- ---------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO PROPERTIES, L.P.
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 2,427
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,427
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 7 of 27
--------
- ---------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO-GP, INC.
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 2,427
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,427
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 8 of 27
--------
- ---------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
I.R.S. # 84-1259577
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY -------------------------------------------------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 3,877
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,877
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
</TABLE>
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5, which relates to the units of limited
partnership interest ("Units") in Shelter Properties VII Limited Partnership, a
South Carolina limited partnership (the "Partnership"), amends and supplements
the Statement on Schedule 13D (as amended through the date hereof, the
"Statement") previously filed with the Commission by Insignia Financial Group,
Inc. ("Insignia"). This Amendment No. 5 is being filed to report information
regarding the changes in beneficial ownership of the Units that occurred as a
result of the merger (the "AIMCO Merger") of Insignia, including its
controlling interest in Insignia Properties Trust ("IPT") with and into
Apartment Investment and Management Company, a Maryland corporation ("AIMCO"),
with AIMCO being the surviving corporation, on October 1, 1998. Accordingly,
this Amendment No. 5 relates to Units beneficially owned by Cooper River
Properties, L.L.C., a Delaware limited liability company ("Cooper River"),
Madison River Properties, L.L.C., a Delaware limited liability company
("Madison River"), Insignia Properties, L.P., a Delaware limited partnership
("IPLP"), IPT, AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO
OP"), AIMCO-GP, Inc., a Delaware corporation ("AIMCO-GP"), and AIMCO (Cooper
River, Madison River, IPLP, IPT, AIMCO OP, AIMCO-GP and AIMCO are sometimes
collectively referred to in this Statement as the "Reporting Persons").
The following Items of the Statement are hereby supplemented
and/or amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Following the AIMCO Merger, AIMCO OP, AIMCO-GP and AIMCO
became beneficial owners of the Units. The principal business address of each
of the Reporting Persons is located at 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222.
As a result of the completion of the AIMCO Merger on October 1,
1998, AIMCO succeeded to 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.
As of June 30, 1998, AIMCO owns an approximately 89% controlling
interest in AIMCO OP through its wholly-owned subsidiaries, AIMCO-LP, Inc., a
Delaware corporation ("AIMCO-LP"), and AIMCO-GP. AIMCO-LP is a limited partner
of AIMCO OP (owning approximately 88% of the total equity interests) and
AIMCO-GP is the sole general partner of AIMCO (owning approximately 1% of the
total equity interests). The principal business of AIMCO OP is to own and
operate multifamily residential properties. The principal business of AIMCO-GP
is to act as the sole general partner of AIMCO OP. The directors and executive
officers of AIMCO-GP, which is the general partner of AIMCO OP, may be deemed
to control the management of AIMCO OP. AIMCO-GP's executive officers are the
same as those of AIMCO and the two directors of AIMCO-GP, Terry Considine and
Peter K. Kompaniez, are also directors of AIMCO. The name, business address,
present principal occupation or employment and citizenship of each director and
executive officer of AIMCO-GP and AIMCO are set forth in Schedule II to this
Statement.
9
<PAGE>
AIMCO was formed on January 10, 1994 and currently is one of the
largest owners and managers of multifamily apartment properties in the United
States, based on apartment unit data compiled by the National Multi Housing
Council as of January 1, 1998. As of June 30, 1998, AIMCO, through its
subsidiaries, owned or controlled 58,345 units in 210 apartment communities and
had an equity interest in 74,318 units in 478 apartment communities. In
addition, AIMCO managed 68,248 units in 357 apartment communities for third
parties and affiliates, for an aggregate portfolio of owned and managed
properties of 200,911 units in 1,045 apartment communities. The apartment
communities are located in 42 states, the District of Columbia and Puerto Rico.
AIMCO has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes. AIMCO conducts substantially all of its operations
through AIMCO OP and its subsidiaries.
On October 1, 1998, AIMCO acquired substantially all of Insignia's
residential assets and ownership interests (including its controlling interest
in IPT) pursuant to the AIMCO Merger. Insignia was a fully integrated real
estate services organization specializing in the ownership and operation of
securitized real estate assets, and was the largest manager of multifamily
residential properties in the United States as of January 1, 1998. As of the
consummation of the AIMCO Merger, Insignia provided, among other things,
property and/or asset management services for over 3,800 properties, including
approximately 272,000 residential units. Following the AIMCO Merger, AIMCO will
operate more than 2,000 properties, including nearly 400,000 apartment units
serving approximately one million residents.
Upon consummation of the AIMCO Merger, IPLP was appointed managing
member, and therefore replaced the previous managers, of Cooper River. In
addition, AIMCO OP was appointed managing member, and therefore replaced the
previous managers, of Madison River. Finally, 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 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
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in him or it being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 4. PURPOSE OF THE TRANSACTION.
Effective October 1, 1998 in connection with the AIMCO Merger,
AIMCO acquired a controlling interest in IPT, which in turn controls the
general partner of the Partnership (the "General Partner"). Upon consummation
of the AIMCO Merger, AIMCO appointed the directors and officers of AIMCO-GP
(which is a wholly-owned subsidiary of AIMCO) as the directors and officers of
the General Partner. In addition, AIMCO owns a majority of the company that
manages the Partnership's properties. The Reporting Persons intend that the
Partnership will continue its business and operations substantially as they are
currently being conducted.
In the near future, the Reporting Persons may acquire additional
Units or sell Units. Any acquisition may be made through private purchases,
market purchases or transactions effected on a so-called partnership trading
board, through one or more future tender or exchange offers, by merger,
consolidation or by any other means deemed advisable. Any acquisition may be
for cash, limited partnership interests in AIMCO OP or other consideration. The
Reporting Persons also may consider selling some or all of the Units they own
to persons not yet determined, which may include affiliates of
10
<PAGE>
AIMCO OP. AIMCO OP may also buy the Partnership's properties, although it has
no present intention to do so. There can be assurance, however, that the
Reporting Persons will initiate or complete, or will cause the Partnership to
initiate or complete, any transaction during any specific time period or at
all.
The Reporting Persons do not have any present plans or proposals
which relate to or would result in any material changes in the Partnership's
structure or business such as a merger, reorganization or liquidation. The
Reporting Persons have no present intention to cause the Partnership to sell
any of its properties or to prepay current mortgages within any specified time
period. A merger or other consolidation transaction and certain kinds of other
extraordinary transactions may require a vote of the limited partners of the
Partnership in accordance with the Partnership's Limited Partnership Agreement
or applicable state laws. The Reporting Persons' primary objective in acquiring
the Units is not to influence the vote on any particular transaction, but
rather to acquire additional interests in the Partnership at prices deemed
acceptable by the General Partner.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Cooper River directly owns 1,450 Units, Madison River
directly owns 2,180 Units and AIMCO OP directly owns 247 Units (for an
aggregate of 3,877 Units), representing approximately 8.4%, 12.6% and 1.4%,
respectively, or a total of 22.4% of the outstanding Units based on the 17,343
Units outstanding at October 1, 1998.
As a result of Insignia being merged with and into AIMCO, with
AIMCO being the surviving corporation, in the AIMCO Merger, AIMCO succeeded to
Insignia as the beneficial owner of the Units. Immediately following the AIMCO
Merger on October 1, 1998, IPLP and AIMCO OP entered into an Assignment and
Assumption Agreement (the "Assignment Agreement"), pursuant to which IPLP
transferred and assigned, among other things, its equity interest in Madison
River and the Units directly owned by IPLP to AIMCO OP. Accordingly, AIMCO OP
succeeded to IPLP as owner of the Units previously directly owned by IPLP and
Madison River became a wholly-owned subsidiary of AIMCO OP. AIMCO-GP and AIMCO
may be deemed to beneficially own the Units directly owned by each of AIMCO OP
and Madison River by reason of their relationship with AIMCO OP. AIMCO controls
AIMCO OP through its two wholly-owned subsidiaries, AIMCO-GP, which is the sole
general partner of AIMCO OP, and AIMCO-LP, which is a limited partner (owning
approximately 88% of the total equity interests) of AIMCO OP. 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 1,450 Units directly owned by it; (ii)
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 2,180 Units directly
owned by it; (iii) 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 1,450 Units directly owned by Cooper River; (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 247 Units directly owned by it and the 2,180
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 aggregate of 2,427 Units directly owned by Madison River and
AIMCO OP; and (vi) AIMCO is reporting that it shares the power to vote or
direct the vote and the power to dispose or
11
<PAGE>
direct the disposition of the aggregate of 3,877 Units directly owned by Cooper
River, Madison River and AIMCO OP.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information in Item 5 and the Assignment Agreement, which is
attached hereto as Exhibit 7.1, is incorporated herein by reference.
In addition to the AIMCO Merger, effective October 1, 1998, AIMCO
and IPT entered into an agreement and plan of merger (the "IPT Merger
Agreement"), which provides for, among other things, (a) the merger of IPT with
and into AIMCO, with AIMCO being the surviving corporation, or (b) the merger
of a subsidiary of AIMCO with and into IPT, with IPT being the surviving
corporation (collectively, the "IPT Merger"). The IPT Merger Agreement provides
that, upon consummation of the IPT Merger, shareholders of IPT (the "IPT
Shareholders") will receive $13.25 per common share of beneficial ownership,
$.01 par value per share (the "Shares"), of IPT in cash, or $13.28 per Share in
shares of common stock of AIMCO, at AIMCO's option.
The IPT Merger is subject to the approval of the IPT Shareholders,
regulatory approvals, and the satisfaction or waiver of various other
conditions. AIMCO has agreed to vote all Shares owned by it in favor of the IPT
Merger Agreement and the transactions contemplated thereby, and granted certain
members of the Board of Trustees of IPT (the "IPT Board") an irrevocable proxy
(the "Irrevocable Limited Proxy") to vote all Shares held by AIMCO at all
meetings of IPT Shareholders, and in every written consent in lieu of such
meetings, in favor of approval of the IPT Merger and any matter that could
reasonably be expected to facilitate the IPT Merger. Each grantee under the
Irrevocable Limited Proxy explicitly agreed in writing to vote all Shares
subject to the Irrevocable Limited Proxy in favor of the IPT Merger. The
Irrevocable Limited Proxy will terminate upon the earlier of (a) January 1,
2002 and (b) the consummation of the IPT Merger.
The board of directors of AIMCO and the IPT Board may agree in
writing to terminate the IPT Merger Agreement without completing the IPT
Merger. The IPT Merger Agreement may also be terminated in certain other
circumstances.
If the IPT Merger is not completed, AIMCO will continue to control
the majority of outstanding Shares. However, certain transactions involving
AIMCO and IPT that occur between the effective time of the IPT Merger and the
termination of the IPT Merger Agreement between AIMCO and IPT, including the
acquisition by AIMCO of assets of IPLP and interests in partnerships controlled
by IPT (including the Partnership), will be unwound.
The IPT Merger Agreement also provides that Andrew L. Farkas,
James A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrmann
will continue to serve as trustees of IPT (collectively, the "Continuing
Trustees") until the earlier of the closing of the IPT Merger or the
termination of the IPT Merger Agreement. Pursuant to the IPT Merger Agreement
and the Bylaws of IPT, a majority of the Continuing Trustees must approve,
among other things, the following actions: (i) removal of a Continuing Trustee;
(ii) termination of IPT's independent auditors or the financial advisor or
legal counsel for the IPT Merger; (iii) all alternative proposals to acquire
IPT or its subsidiaries; (iv) amendment or waiver of any provision of (A) the
IPT Merger Agreement, (B) the Fourth Amended and Restated Agreement of Limited
Partnership of Insignia Properties, L.P., (C) the Declaration of Trust of IPT
or (D) the Bylaws of IPT; (v) modification of the powers of the Continuing
Trustees, and (vi) making of loans by IPT or its subsidiaries to AIMCO or its
subsidiaries. The Continuing Trustees'
12
<PAGE>
special powers terminate on the earliest to occur of (i) the IPT Merger, (ii)
January 1, 2002 or (iii) the sooner termination of the IPT Merger Agreement
under certain circumstances.
In connection with the execution of the IPT Merger Agreement,
AIMCO and certain shareholders of IPT entered into an agreement, dated October
1, 1998 (the "Shareholder's Agreement"), whereby AIMCO agreed that, following a
termination of the IPT Merger Agreement under certain circumstances, it will
vote its IPT Shares as follows: for the first two annual meetings of IPT
Shareholders following such a termination, in favor of designees of the
Continuing Trustees so that such designees constitute a majority of the
trustees of the IPT Board, and thereafter in favor of designees of the
Continuing Trustees so that such designees constitute one less than a majority
of the trustees of the IPT Board. The Shareholder's Agreement remains in effect
as long as AIMCO and/or its affiliates own at least 10% of the outstanding IPT
Shares, but terminates upon consummation of the IPT Merger.
The information set forth above and in Item 2 is qualified in its
entirety by reference to the IPT Merger Agreement, Irrevocable Limited Proxy,
IPT Bylaws and Shareholder's Agreement, each of which is attached hereto as
Exhibits 7.2, 7.3, 7.4 and 7.5 and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Assignment and Assumption Agreement, dated as of
October 1, 1998, between IPLP and AIMCO OP.
Exhibit 7.2 Agreement and Plan of Merger, dated as of October
1, 1998, by and between AIMCO and IPT.
Exhibit 7.3 Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston
and Frank M. Garrison.
Exhibit 7.4 Second Amended and Restated Bylaws of IPT, dated
October 2, 1998.
Exhibit 7.5 Shareholder's Agreement, dated October 1, 1998,
among AIMCO, Andrew L. Farkas, James A. Aston and
Frank M. Garrison.
Exhibit 7.6 Agreement of Joint Filing, dated October 26,
1998, among the Reporting Persons.
13
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 26, 1998
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
MADISON RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
------------------------------
Patrick J. Foye
Executive Vice President
14
<PAGE>
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
------------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
------------------------------
Patrick J. Foye
Executive Vice President
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
15
<PAGE>
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.
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/ESG
Holdings, Inc., a Delaware corporation
("Holdings"), and also serves as Executive
Managing Director of Insignia/ESG, Inc., which is
the operating company of Holdings.
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.
I-1
<PAGE>
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. For additional information concerning Mr.
Ira, see Schedule II.
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 Holdings, 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.
Holdings' principal executive offices are located
at 200 Park Avenue, New York, New York 10166.
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, present principal occupation is to serve as Chief
South Carolina 29601 Financial Officer and member of the Office of the
Chairman of Holdings.
Frank M Garrison* Frank M. Garrison currently serves as a
102 Woodmont Boulevard Continuing Trustee of IPT since October 1, 1998.
Suite 400 Mr. Garrison's present principal occupation is as
Nashville, Tennessee 37205 a member of the Office of the Chairman of
Holdings.
I-2
<PAGE>
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
Bryan L. Herrmann* Bryan L. Herrmann currently serves as a
5043 Gould Avenue Continuing Trustee of IPT since October 1, 1998.
La Canada, California 91011 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, 1998.
535 Madison Avenue Mr. Eckstein's present principal occupation is as
6th Floor Managing Director -- Investment Banking of Paine
New York, New York 10022 Webber Incorporated, since October 1996. Prior to
October 1996, Mr. Eckstein served as Senior Vice
President, Investment Banking, of Dillon, Reed &
Co., Inc.
I-3
<PAGE>
SCHEDULE II
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
AIMCO-GP AND AIMCO
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO-GP AND AIMCO. Set forth
in the table below are the name and the present principal occupations or
employment and the name, principal business and address of any corporation or
other organization in which such occupation or employment is conducted of each
of the directors and executive officers of AIMCO-GP and AIMCO. Unless otherwise
indicated, each person identified below is employed by AIMCO-GP and AIMCO. The
principal business address of each of AIMCO-GP and AIMCO and, unless otherwise
indicated, each person identified below, is 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222. The two directors of AIMCO-GP are Terry
Considine and Peter K. Kompaniez. All persons identified below are United
States citizens.
<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Terry Considine Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez Vice Chairman, President and Director
Thomas W. Toomey Executive Vice President - Finance and Administration
Joel F. Bonder Executive Vice President and General Counsel and Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
David L. Williams Executive Vice President - Property Operations
Harry G. Alcock Senior Vice President - Acquisitions
Troy D. Butts Senior Vice President and Chief Financial Officer
Martha Carlin Senior Vice President - Ancillary Services
Joseph DeTuno Senior Vice President - Property Redevelopment
Jack W. Marquardt Senior Vice President - Accounting
Leeann Morein Senior Vice President - Investor Services and Secretary
David O'Leary Senior Vice President - Buyers Access
R. Scott Wesson Senior Vice President - Chief Information Officer
Richard S. Ellwood Director; Chairman, Audit Committee
J. Landis Martin Director; Chairman, Compensation Committee
Thomas L. Rhodes Director
John D. Smith Director
</TABLE>
2. BIOGRAPHICAL INFORMATION. The following is a biographical summary
of the experience of the current directors and executive officers of AIMCO-GP
and AIMCO for the past five years or more. Directors of AIMCO are identified by
an asterisk.
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
Terry Considine* Mr. Considine has been Chairman of the Board of
Directors and Chief Executive Officer of AIMCO
since July 1994. He is the sole owner of
Considine Investment Co. and prior to July 1994
was owner of approximately 75% of Property Asset
Management, L.L.C., a Colorado limited liability
company, and its related
II-1
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
entities (collectively, "PAM"), one of AIMCO's
predecessors. On October 1, 1996, Mr. Considine
was appointed Co-Chairman and director of Asset
Investors Corp. and Commercial Asset Investors,
Inc., two other public real estate investment
trusts, and appointed as a director of Financial
Assets Management, LLC, a real estate investment
trust manager. Mr. Considine has been involved as
a principal in a variety of real estate
activities, including the acquisition,
renovation, development and disposition of
properties. Mr. Considine has also controlled
entities engaged in other businesses such as
television broadcasting, gasoline distribution
and environmental laboratories. Mr. Considine
received a B.A. from Harvard College, a J.D. from
Harvard Law School and is admitted as a member of
the Massachusetts Bar. Mr. Considine has had
substantial multifamily real estate experience.
From 1975 through July 1994, partnerships or
other entities in which Mr. Considine had
controlling interests invested in approximately
35 multifamily apartment properties and
commercial real estate properties. Six of these
real estate assets (four of which were
multifamily apartment properties and two of which
were office properties) did not generate
sufficient cash flow to service their related
indebtedness and were foreclosed upon by their
lenders, causing pre-tax losses of approximately
$11.9 million to investors and losses of
approximately $2.7 million to Mr. Considine.
Peter K. Kompaniez* Mr. Kompaniez has been Vice Chairman, President
and a director of AIMCO since July 1994. Since
September 1993, Mr. Kompaniez has owned 75% of
PDI Realty Enterprises, Inc., a Delaware
corporation ("PDI"), one of AIMCO's predecessors,
and serves as its President and Chief Executive
Officer. From 1986 to 1993, he served as
President and Chief Executive Officer of Heron
Financial Corporation ("HFC"), a United States
holding company for Heron International, N.V.'s
real estate and related assets. While at HFC, Mr.
Kompaniez administered the acquisition,
development and disposition of approximately
8,150 apartment units (including 6,217 units that
have been acquired by the AIMCO) and 3.1 million
square feet of commercial real estate. Prior to
joining HFC, Mr. Kompaniez was a senior partner
with the law firm of Loeb and Loeb where he had
extensive real estate and REIT experience. Mr.
Kompaniez received a B.A. from Yale College and a
J.D. from the University of California (Boalt
Hall). The downturn in the real estate markets in
the late 1980s and early 1990s adversely affected
the United States real estate operations of Heron
International N.V. and its subsidiaries and
affiliates (the "Heron Group"). During this
period from 1986 to 1993, Mr. Kompaniez served as
President and Chief Executive Officer of Heron
Financial Corporation ("HFC"), and as a director
or officer of
II-2
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
certain other Heron Group entities. In 1993, HFC,
its parent Heron International, and certain other
members of the Heron Group voluntarily entered
into restructuring agreements with separate
groups of their United States and international
creditors. The restructuring agreement for the
United States members of the Heron Group
generally provided for the joint assumption of
certain liabilities and the pledge of
unencumbered assets in support of such
liabilities for the benefit of their United
States creditors. As a result of the
restructuring, the operations and assets of the
United States members of the Heron Group were
generally separated from those of Heron
International and its non-United States
subsidiaries. At the conclusion of the
restructuring, Mr. Kompaniez commenced the
operations of PDI, which was engaged to act as
asset and corporate manager of the continuing
United States operations of HFC and the other
United States Heron Group members for the benefit
of the United States creditors. In connection
with certain transactions effected at the time of
the initial public offering of AIMCO Common
Stock, Mr. Kompaniez was appointed Vice Chairman
of AIMCO and substantially all of the property
management assets of PDI were transferred or
assigned to AIMCO.
Thomas W. Toomey Mr. Toomey has served as Senior Vice President -
Finance and Administration of AIMCO since January
1996 and was promoted to Executive
Vice-President-Finance and Administration in
March 1997. From 1990 until 1995, Mr. Toomey
served in a similar capacity with Lincoln
Property Company ("LPC") as well as Vice
President/Senior Controller and Director of
Administrative Services of Lincoln Property
Services where he was responsible for LPC's
computer systems, accounting, tax, treasury
services and benefits administration. From 1984
to 1990, he was an audit manager with Arthur
Andersen & Co. where he served real estate and
banking clients. From 1981 to 1983, Mr. Toomey
was on the audit staff of Kenneth Leventhal &
Company. Mr. Toomey received a B.S. in Business
Administration/Finance from Oregon State
University and is a Certified Public Accountant.
Joel F. Bonder Mr. Bonder was appointed Executive Vice President
and General Counsel of AIMCO effective December
8, 1997. Prior to joining AIMCO, Mr. Bonder
served as Senior Vice President and General
Counsel of NHP from April 1994 until December
1997. Mr. Bonder served as Vice President and
Deputy General Counsel of NHP from June 1991 to
March 1994 and as Associate General Counsel of
NHP from 1986 to 1991. From 1983 to 1985, Mr.
Bonder was with the Washington, D.C. law firm of
Lane & Edson, P.C. From 1979 to 1983, Mr. Bonder
practiced with the Chicago law firm of Ross and
Hardies. Mr. Bonder
II-3
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
received an A.B. from the University of Rochester
and a J.D. from Washington University School of
Law.
Patrick J. Foye Mr. Foye has served as Executive Vice President
of AIMCO since May 1998. Prior to joining AIMCO,
Mr. Foye was a partner in the law firm of
Skadden, Arps, Slate, Meagher & Flom LLP from
1989 to 1998 and was Managing Partner of the
firm's Brussels, Budapest and Moscow offices from
1992 through 1994. Mr. Foye is also Deputy
Chairman of the Long Island Power Authority and
serves as a member of the New York State
Privatization Council. He received a B.A. from
Fordham College and a J.D. from Fordham
University Law School.
Robert Ty Howard Mr. Howard was appointed Executive Vice President
- Ancillary Services in February 1998. Prior to
joining AIMCO, Mr. Howard served as an officer
and/or director of four affiliated companies,
Hecco Ventures, Craig Corporation, Reading
Company and Decurion Corporation. Mr. Howard was
responsible for financing, mergers and
acquisitions activities, investments in
commercial real estate, both nationally and
internationally, cinema development and interest
rate risk management. From 1983 to 1988, he was
employed by Spieker Properties. Mr. Howard
received a B.A. from Amherst College, a J.D. from
Harvard Law School and an M.B.A. from Stanford
University Graduate School of Business.
Steven D. Ira Mr. Ira is a Co-Founder of AIMCO and has served
as Executive Vice President of AIMCO since July
1994. From 1987 until July 1994, he served as
President of PAM. Prior to merging his firm with
PAM in 1987, Mr. Ira acquired extensive
experience in property management. Between 1977
and 1981 he supervised the property management of
over 3,000 apartment and mobile home units in
Colorado, Michigan, Pennsylvania and Florida, and
in 1981 he joined with others to form the
property management firm of McDermott, Stein and
Ira. Mr. Ira served for several years on the
National Apartment Manager Accreditation Board
and is a former president of both the National
Apartment Association and the Colorado Apartment
Association. Mr. Ira is the sixth individual
elected to the Hall of Fame of the National
Apartment Association in its 54-year history. He
holds a Certified Apartment Property Supervisor
(CAPS) and a Certified Apartment Manager
designation from the National Apartment
Association, a Certified Property Manager (CPM)
designation from the National Institute of Real
Estate Management (IREM) and he is a member of
the Board of Directors of the National
Multi-Housing Council, the National Apartment
Association and the Apartment Association of
Metro Denver. Mr. Ira received a B.S. from
Metropolitan State College in 1975.
II-4
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
David L. Williams Mr. Williams has been Executive Vice President -
Operations of AIMCO since January 1997. Prior to
joining AIMCO, Mr. Williams was Senior Vice
President of Operations at Evans Withycombe
Residential, Inc. from January 1996 to January
1997. Previously, he was Executive Vice President
at Equity Residential Properties Trust from
October 1989 to December 1995. He has served on
National Multi-Housing Council Boards and NAREIT
committees. Mr. Williams also served as Senior
Vice President of Operations and Acquisitions of
US Shelter Corporation from 1983 to 1989. Mr.
Williams has been involved in the property
management, development and acquisition of real
estate properties since 1973. Mr. Williams
received his B.A. in education and administration
from the University of Washington in 1967.
Harry G. Alcock Mr. Alcock has served as Vice President since
July 1996, and was promoted to Senior Vice
President - Acquisitions in October 1997, with
responsibility for acquisition and financing
activities since July 1994. From June 1992 until
July 1994, Mr. Alcock served as Senior Financial
Analyst for PDI and HFC. From 1988 to 1992, Mr.
Alcock worked for Larwin Development Corp., a Los
Angeles based real estate developer, with
responsibility for raising debt and joint venture
equity to fund land acquisitions and development.
From 1987 to 1988, Mr. Alcock worked for Ford
Aerospace Corp. He received his B.S. from San
Jose State University.
Troy D. Butts Mr. Butts has served as Senior Vice President and
Chief Financial Officer of AIMCO since November
1997. Prior to joining AIMCO, Mr. Butts served as
a Senior Manager in the audit practice of the
Real Estate Services Group for Arthur Andersen
LLP in Dallas, Texas. Mr. Butts was employed by
Arthur Andersen LLP for ten years and his clients
were primarily publicly-held real estate
companies, including office and multi-family real
estate investment trusts. Mr. Butts holds a
Bachelor of Business Administration degree in
Accounting from Angelo State University and is a
Certified Public Accountant.
Martha Carlin Ms. Carlin has served as Vice President since
September 1996 and was promoted to Senior Vice
President - Ancillary Services in December 1997.
From December 1995 until September 1996, Ms.
Carlin served as Chief Financial Officer for
Wentwood Investment Partners. Ms. Carlin was
employed by Arthur Andersen LLP for six years,
with a primary focus in real estate. Ms. Carlin
was also employed by MCI Communications and
Lincoln Property Company. Ms. Carlin received a
B.S. from the University of Kentucky and is a
certified public accountant.
II-5
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
Joseph DeTuno Mr. DeTuno has been Senior Vice President -
Property Redevelopment of AIMCO since September
1997. Mr. DeTuno was president and founder of JD
Associates, his own full service real estate
consulting, advisory and project management
company which he founded in 1990. JD Associates
provided development management, financial
analysis, business plan preparation and
implementation services. Previously, Mr. DeTuno
served as President/Partner of Gulfstream
Commercial Properties, President and Co-managing
Partner of Criswell Development Company, Vice
President of Crow Hotel and Company and Project
Director with Perkins & Will Architects and
Planners. Mr. DeTuno received his B.A. in
architecture and is a registered architect in
Illinois and Texas.
Jack W. Marquardt Mr. Marquardt has been Senior Vice President -
Accounting of AIMCO since September 1997. Mr.
Marquardt brings over 17 years of real estate
accounting experience to AIMCO. From October 1992
through August 1997, Mr. Marquardt served as Vice
President/Corporate Controller and Manager of
Data Processing for Transwestern Property
Company, where he was responsible for corporate
accounting, tax, treasury services and computer
systems. From August 1986 through September 1992,
Mr. Marquardt worked in the real estate
accounting area of Aetna Realty Investors, Inc.
serving as Regional Controller from April 1990
through September 1992. Mr. Marquardt received a
B.S. in Business Administration/Finance from Ohio
State University.
Leeann Morein Ms. Morein has served as Senior Vice President -
Investor Services since November 1997. Ms. Morein
has served as Secretary of AIMCO since July 1994.
From July 1994 until October 1997 Ms. Morein also
served as Chief Financial Officer. From September
1990 to March 1994, Ms. Morein served as Chief
Financial Officer of the real estate subsidiaries
of California Federal Bank, including the general
partner of CF Income Partners, L.P., a
publicly-traded master limited partnership. Ms.
Morein joined California Federal in September
1988 as Director of Real Estate Syndications
Accounting and became Vice President-Financial
Administration in January 1990. From 1983 to
1988, Ms. Morein was Controller of Storage
Equities, Inc., a real estate investment trust,
and from 1981 to 1983, she was Director of
Corporate Accounting for Angeles Corporation, a
real estate syndication firm. Ms. Morein worked
on the audit staff of Price Waterhouse from 1979
to 1981. Ms. Morein received a B.A. from Pomona
College and is a Certified Public Accountant.
David O'Leary Mr. O'Leary has been President of Property
Services Group, Inc., an AIMCO subsidiary since
December 1997. Property Services Group, Inc.
administers the Buyers Access program.
II-6
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
From 1993 until 1997, Mr. O'Leary served as
Regional Vice President and Senior Vice President
for Property Services Group, Inc., with
responsibility for program marketing and sales.
From 1981 to 1993 Mr. O'Leary served as Vice
President and Executive Vice President for
Commonwealth Pacific Inc., a privately held real
estate investment and management firm based in
Seattle, Washington. During his tenure with
Commonwealth Pacific, Inc., Mr. O'Leary was
responsible for acquisitions, dispositions,
development, and asset management from offices
located in Houston and Dallas, Texas, Atlanta,
Georgia and Seattle, Washington. Mr. O'Leary also
served as Vice President for Johnstown American
Companies, directing acquisition activities for
the Northeast United States. Mr. O'Leary received
his B.A. Degree from the University of Utah in
1979.
R. Scott Wesson Mr. Wesson has served as Senior Vice President -
Chief Information Officer of AIMCO since July
1997. From 1994 until 1997, Mr. Wesson served as
Vice President of Information Services at Lincoln
Property Company, where he was responsible for
information systems infrastructure, technology
planning and business process re-engineering.
From 1992 to 1994, Mr. Wesson served in the role
of Director of Network Services for Lincoln
Property Company, where he was responsible for
the design and deployment of the company's Wide
Area Network and Local Area Networks, comprising
over 2,500 workstations in over 40 locations
nationwide. From 1988 to 1992, he was a systems
consultant with Automatic Data Processing
involved in design, planning and deployment of
financial and human resources systems for several
major, multinational organizations. From 1984 to
1987, he was a Senior Analyst with Federated
Department Stores, Inc. involved in planning and
distribution. Mr. Wesson received his B.S. from
the University of Texas in 1984.
Richard S. Ellwood* Mr. Ellwood was appointed a Director of AIMCO in
12 Auldwood Lane July 1994 and is currently Chairman of the Audit
Rumson, NJ 07760 Committee. Mr. Ellwood is the founder and
President of R.S. Ellwood & Co., Incorporated, a
real estate investment banking firm. Prior to
forming R.S. Ellwood & Co., Incorporated in 1987,
Mr. Ellwood had 31 years experience on Wall
Street as an investment banker, serving as:
Managing Director and senior banker at Merrill
Lynch Capital Markets from 1984 to 1987; Managing
Director at Warburg Paribas Becker from 1978 to
1984; general partner and then Senior Vice
President and a director at White, Weld & Co.
from 1968 to 1978; and in various capacities at
J.P. Morgan & Co. from 1955 to 1968. Mr. Ellwood
currently serves as a director of FelCor Suite
Hotels, Inc. and Florida East Coast Industries,
Inc.
II-7
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
J. Landis Martin* Mr. Martin was appointed a Director of AIMCO in
1999 Broadway July 1994 and became Chairman of the Compensation
Suite 4300 Committee in March 1998. Mr. Martin has served as
Denver, CO 80202 President and Chief Executive Officer and a
Director of NL Industries, Inc., a manufacturer
of titanium dioxide, since 1987. Mr. Martin has
served as Chairman of Tremont Corporation, a
holding company operating through its affiliates
Titanium Metals Corporation ("TIMET") and NL
Industries, Inc., since 1990 and as Chief
Executive Officer and a director of Tremont since
1998. Mr. Martin has served as Chairman of Timet,
an integrated producer of titaniu m, since 1987
and Chief Executive Officer since January 1995.
From 1990 until its acquisition by Dresser
Industries, Inc. ("Dresser") in 1994, Mr. Martin
served as Chairman of the Board and Chief
Executive Officer of Baroid Corporation, an
oilfield services company. In addition to
Tremont, NL and TIMET, Mr. Martin is a director
of Dresser, which is engaged in the petroleum
services, hydrocarbon and engineering industries.
Thomas L. Rhodes* Mr. Rhodes was appointed a Director of AIMCO in
215 Lexington Avenue July 1994. Mr. Rhodes has served as the President
4th Floor and a Director of National Review magazine since
New York, NY 10016 November 30, 1992, where he has also served as a
Director since 1998. From 1976 to 1992, he held
various positions at Goldman, Sachs & Co. and was
elected a General Partner in 1986 and served as a
General Partner from 1987 until November 27,
1992. He is currently Co-Chairman of the Board,
Co-Chief Executive Officer and a Director of
Commercial Assets Inc. and Asset Investors
Corporation. He also serves as a Director of
Delphi Financial Group, Inc. and its
subsidiaries, Delphi International Ltd., Oracle
Reinsurance Company, and the Lynde and Harry
Bradley Foundation. Mr. Rhodes is Chairman of the
Empire Foundation for Policy Research, a Founder
and Trustee of Change NY, a Trustee of The
Heritage Foundation, and a Trustee of the
Manhattan Institute.
John D. Smith* Mr. Smith was appointed a Director of AIMCO in
3400 Peachtree Road November 1994. Mr. Smith is Principal and
Suite 831 President of John D. Smith Developments. Mr.
Atlanta, GA 30326 Smith has been a shopping center developer, owner
and consultant for over 8.6 million square feet
of shopping center projects including Lenox
Square in Atlanta, Georgia. Mr. Smith is a
Trustee and former President of the International
Council of Shopping Centers and was selected to
be a member of the American Society of Real
Estate Counselors. Mr. Smith served as a Director
for Pan-American Properties, Inc. (National Coal
Board of Great Britain) formerly known as
Continental Illinois Properties. He also serves
as a director of American Fidelity Assurance
Companies and is retained as an advisor by Shop
System Study Society, Tokyo, Japan.
II-8
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
7.1 Assignment and Assumption Agreement, dated as of October 1,
1998, between IPLP and AIMCO OP (incorporated by reference to
Exhibit (c)(1) to Amendment No. 8 to the Tender Offer Statement
on Schedule 14D-1 filed by Cooper River Properties, L.L.C.,
IPLP, IPT and AIMCO on October 19, 1998, with respect to
Consolidated Capital Institutional Properties).
7.2 Agreement and Plan of Merger, dated as of October 1, 1998, by
and between AIMCO and IPT (incorporated by reference to Exhibit
2.1 of IPT's Current Report on Form 8-K, File No. 1-14179,
dated October 1, 1998).
7.3 Irrevocable Limited Proxy, dated October 1, 1998, granted by
AIMCO to Andrew L. Farkas, James A. Aston and Frank M. Garrison
(incorporated by reference to Exhibit 99.1 of IPT's Current
Report on Form 8-K, File No. 1- 14179, dated October 1, 1998).
7.4 Second Amended and Restated Bylaws of IPT, dated October 2,
1998 (incorporated by reference to Exhibit 3.2 of IPT's Current
Report on Form 8-K, File No. 1-14179, dated October 1, 1998).
7.5 Shareholders' Agreement, dated October 1, 1998, among AIMCO,
Andrew L. Farkas, James A. Aston and Frank M. Garrison
(incorporated by reference to Exhibit 99.2 of IPT's Current
Report on Form 8-K, File No. 1-14179, dated October 1, 1998).
7.6 Agreement of Joint Filing, dated October 26, 1998, among the
Reporting Persons.
27
<PAGE>
EXHIBIT 7.6
AGREEMENT OF JOINT FILING
Cooper River Properties, L.L.C., Madison River Properties, L.L.C.,
Insignia Properties, L.P., Insignia Properties Trust, AIMCO Properties, L.P.,
AIMCO-GP, Inc. and Apartment Investment and Management Company agree that the
amendment to the Statement on Schedule 13D to which this Agreement is attached
as an exhibit, and all future amendments to this Statement, shall be filed on
behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: October 26, 1998
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
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
<PAGE>
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
---------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
---------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
---------------------------
Patrick J. Foye
Executive Vice President
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
