<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)
-----------------------
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES III
(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
(801) 757-8101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-----------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
-----------------------
DECEMBER 22, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
(Continued on following pages)
(Page 1 of 26 Pages)
<PAGE> 2
- ---------------------- ------------------------
CUSIP No. NONE 13D Page 2 of 26
- ---------------------- ------------------------
================================================================================
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
3,110
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,110
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,110
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
<PAGE> 3
- ---------------------- ------------------------
CUSIP No. NONE 13D Page 3 of 26
- ---------------------- ------------------------
================================================================================
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
3,110
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,110
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,110
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE> 4
- ---------------------- ------------------------
CUSIP No. NONE 13D Page 4 of 26
- ---------------------- ------------------------
================================================================================
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
3,110
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,110
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,110
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
================================================================================
<PAGE> 5
- ---------------------- ------------------------
CUSIP No. NONE 13D Page 5 of 26
- ---------------------- ------------------------
================================================================================
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------------
8. SHARED VOTING POWER
3,110
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,110
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,110
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
<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 Drexel Burnham Lambert Real Estate
Associates III, a New York 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
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in the Reporting
6
<PAGE> 7
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 $233,250 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
Properties, L.P., a Delaware limited partnership and the operating partnership
of AIMCO ("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 3,110 Units representing
approximately 5.2% of the outstanding Units based on the 59,905 Units
outstanding at December 22, 1998.
IPLP, IPT and AIMCO may be deemed to beneficially own the Units
directly owned by Cooper River by reason of each of IPLP's, IPT's and AIMCO's
relationship with Cooper River. Cooper River is a wholly-owned subsidiary of
IPLP. 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 (as further described in Item 5 below).
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 3,110 Units directly owned by it; and
(ii) IPLP, IPT and AIMCO 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 3,110
Units directly held by Cooper River.
7
<PAGE> 8
(c) Pursuant to a tender offer that commenced on September 29, 1998 and
expired on December 14, 1998, Cooper River acquired a total of 3,110 Units on
December 22 1998, representing approximately 5.2% of the outstanding Units, at a
purchase price of $75 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 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.
8
<PAGE> 9
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 25, 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 25, 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.
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 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.
I-1
<PAGE> 13
NAME PRESENT PRINCIPAL OCCUPATION
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, present principal occupation is to serve as Chief
South Carolina 29601 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 Office of the Chairman of Insignia.
37205
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 present principal occupation is as an investment
91011 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.
I-2
<PAGE> 14
NAME PRESENT PRINCIPAL OCCUPATION
Warren M. Eckstein* Warren M. Eckstein currently serves as a Continuing
Warburg Dillon Read Trustee of IPT since October 1, 1998. Mr. Eckstein's
535 Madison Avenue present principal occupation is as Managing Director
6th Floor -- Investment Banking of Paine Webber Incorporated,
New York, New York 10022 since October 1996. Prior to October 1996, Mr.
Eckstein served as Senior Vice President, Investment
Banking, of Dillon, Reed & Co., Inc.
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.
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 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.
II-2
<PAGE> 17
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.
II-3
<PAGE> 18
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.
II-4
<PAGE> 19
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-5
<PAGE> 20
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-6
<PAGE> 21
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.
II-7
<PAGE> 22
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.
II-8
<PAGE> 23
Richard S. Ellwood* Mr. Ellwood was appointed a Director of AIMCO in July
12 Auldwood Lane 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.
J.Landis Martin* Mr. Martin was appointed a Director of AIMCO in July
1999 Broadway 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 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
215 Lexington Avenue 1994. Mr. Rhodes has served as the President and a
4th Floor Director of National Review magazine since November
New York, NY 10016 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.
II-9
<PAGE> 24
John D. Smith* Mr. Smith was appointed a Director of AIMCO in
3400 Peachtree Road November 1994. Mr. Smith is Principal and President
Suite 831 of John D. Smith Developments. Mr. Smith has been a
Atlanta, GA 30326 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-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 Shareholder's 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 25, 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 25, 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
