<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
------------------------------------
ANGELES INCOME PROPERTIES, LTD. IV
(Name of Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
NONE
(Cusip Number)
------------------------------------
JOHN K. LINES, ESQ.
GENERAL COUNSEL AND SECRETARY
INSIGNIA FINANCIAL GROUP, INC.
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-1675
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
------------------------------------
APRIL 29, 1997
(Date of event which requires filing of this statement)
- -------------------------------------------------------------------------------
[ ] Check box if the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4).
[ ] Check box if a fee is being paid with the statement.
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. None 13D Page 2
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MARKET VENTURES L.L.C.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCES 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
UNITS None
BENEFICIALLY --------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON WITH 5,357
- -------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
5,357
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,906
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (Based on 131,585 Units reported outstanding as
of March 31, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. None 13D Page 3
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
LIQUIDITY ASSISTANCE L.L.C.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCES 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
UNITS None
BENEFICIALLY ------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 1,549
PERSON WITH
- -------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,549
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,906
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (Based on 131,585 Units reported outstanding as
of March 31, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. None 13D Page 4
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
INSIGNIA FINANCIAL GROUP, INC.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCES 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
UNITS None
BENEFICIALLY ---------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 6,906
PERSON WITH
- -------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,906
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,906
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (Based on 131,585 Units reported
outstanding as of March 31, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. None 13D Page 5
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ANDREW L. FARKAS
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCES 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
UNITS None
BENEFICIALLY --------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 6,906
PERSON WITH
- -------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,906
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,906
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (Based on 131,585 Units reported outstanding as
of March 31, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
FILED PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the units
of limited partnership interest ("Units") in Angeles Income Properties, Ltd. IV,
a California limited partnership (the "Partnership"). The Partnership's
principal executive offices are located at One Insignia Financial Plaza, P.O.
Box 1089, Greenville, South Carolina 29602. The Partnership's sole general
partner is Angeles Realty Corporation II, a California corporation (the "General
Partner").
ITEM 2. IDENTITY AND BACKGROUND.
The names and business addresses of the persons filing this statement
are: (i) Market Ventures L.L.C., a Delaware limited liability company ("Market
Ventures"), which has offices at One Insignia Financial Plaza, P.O. Box 1089,
Greenville, SC 29602; (ii) Liquidity Assistance, L.L.C., a Delaware limited
liability company ("Liquidity"), which has offices at One Insignia Financial
Plaza, P.O. Box 1089, Greenville, SC 29602; (iii) Insignia Financial Group,
Inc., a Delaware corporation ("Insignia"), with offices at One Insignia
Financial Plaza, P.O. Box 1089, Greenville, SC 29602; and (iv) Mr. Andrew L.
Farkas, a United States citizen ("Mr. Farkas") who is the Chairman, Chief
Executive Officer and President of Insignia and who has an office at c/o
Insignia, One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602 (Mr.
Farkas, Insignia, Liquidity and Market Ventures are sometimes collectively
referred to in this Statement as the "Reporting Persons"). The name, business
address, present principal occupation or employment and citizenship of each
director or manager and executive officer of Insignia, Market Ventures and
Liquidity are set forth in Schedule I, Schedule II and Schedule III,
respectively, to this Statement. During the past five years no Reporting Person
nor, to the best knowledge of the Reporting Persons, any of the persons listed
on Schedule I, Schedule II or Schedule III 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.
Insignia is a fully integrated real estate services organization
specializing in the operation and ownership of securitized real estate assets.
Insignia is the largest property manager in the United States, has been the
largest manager of multi-family residential properties since 1992, and is among
the largest managers of commercial properties. Insignia's real estate services
include property management, providing all of the day-to-day services necessary
to operate a property, whether residential or commercial; asset management,
including long-term financial planning, monitoring and implementing capital
improvement plans, and development and execution of refinancings and
dispositions; real estate leasing and brokerage; maintenance and construction
services; marketing and advertising; investor reporting and accounting; and
investment banking, including assistance in workouts and restructurings, mergers
and acquisitions, and debt and equity securitizations. Through its subsidiary,
Compleat Resource Group, Inc., Insignia markets consumer goods and services to
the residents and owners of multi-family properties, including properties which
Insignia manages.
Insignia provides property and/or asset management services for over
3,100 properties, which include approximately 260,000 residential units
(including cooperative and condominium units), and in excess of 149 million
square feet of retail, commercial and industrial space, located in over 500
cities in 48 states. Insignia currently provides partnership administration
services to approximately 900 limited partnerships having approximately 400,000
limited partners. Insignia is a public company whose stock is traded on the New
York Stock Exchange under the symbol IFS.
6
<PAGE>
Insignia is the owner of 99% of the units of common member interest in
Market Ventures, and Insignia Commercial Group, Inc., a wholly-owned subsidiary
of Insignia, owns the other 1% interest in Market Ventures. Market Ventures'
principal business is the ownership of real estate securities. Information with
respect to the manager and executive officers of Market Ventures is detailed in
Schedule II hereto.
Insignia is the owner of 99% of the units of common member interest in
Liquidity, and Insignia Commercial Group, Inc., a wholly-owned subsidiary of
Insignia, owns the other 1% interest in Liquidity. Liquidity's principal
business is the ownership of real estate securities. Information with respect to
the manager and executive officers of Liquidity is detailed in Schedule III
hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Market Ventures and Liquidity
in making the purchases described in Item 5(c) was $361,076 and Market Ventures
and Liquidity each used their working capital to make such purchases.
ITEM 4. PURPOSE OF THE TRANSACTION.
Liquidity and Market Ventures have acquired the Units for investment
purposes. None of the Reporting Persons has any current plans or proposals which
relate to or would result in (a) the acquisition by any person of additional
securities of the Partnership or the disposition of any such securities, (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Partnership or any of its subsidiaries, (c) a sale or
transfer of a material amount of assets of the Partnership or any of its
subsidiaries, (d) any change in the present management of the Partnership, (e)
any material change in the present capitalization or dividend policy of the
Partnership, (f) any other material change in the Partnership's business or
corporate structure, (g) any other material change in the Partnership's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Partnership by any person, (h) causing a class
of securities of the Partnership to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association, (i) a class of equity
securities of the Partnership becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any
action similar to any of the enumerated in (a) through (i) above. However, the
Reporting Persons may acquire additional Units, whether through private
purchases, tender or exchange offers or by any other means deemed advisable. The
Reporting Persons also may consider selling some or all of their Units, either
directly or by a sale of one or more interests in one or more of the Reporting
Persons, depending among other things on liquidity, strategic, tax and other
considerations.
Although the Reporting Persons do not intend to change current
management or the operation of the Partnership and have no current plans for any
extraordinary transaction involving the Partnership, these plans could change in
the future. In addition, the Reporting Persons expect that consistent with the
General Partner's fiduciary obligations, the General Partner will seek and
review opportunities to engage in transactions which could benefit the
Partnership, such as sales or refinancings of assets or combinations of the
Partnership with one or more other entities, with the objective of seeking to
maximize returns to holders of Units. In that regard, the Reporting Persons
expect the General Partner will carefully consider any suggestions or proposals
the Reporting Persons may make.
7
<PAGE>
The Reporting Persons have been advised that the possible future
transactions the General Partner expects to consider on behalf of the
Partnership include (i) payment of extraordinary distributions; (ii)
refinancing, reducing or increasing existing indebtedness of the Partnership;
(iii) sales of assets, individually or as part of a complete liquidation; and
(iv) mergers or other consolidation transactions involving the Partnership. Any
such merger or consolidation transaction could involve other limited
partnerships in which the General Partner or its affiliates serve as general
partners, or a combination of the Partnership with one or more existing,
publicly traded entities (including, possibly, affiliates of the Reporting
Persons), in any of which holders of Units might receive cash, common stock or
other securities or consideration. There is no assurance, however, as to when or
whether any of the transactions referred to above might occur. A merger or other
consolidation transaction and certain kinds of other extraordinary transactions
would require a vote of the limited partners in the Partnership. The Reporting
Persons' primary objective in acquiring the Units is not, however, to influence
the vote on any particular transaction, but rather to generate a profit on the
investment represented by those Units.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Market Ventures directly owns 5,357 Units and Liquidity
directly owns 1,549 Units (for an aggregate of 6,906 Units), representing 4.1%
and 1.2%, respectively, or a total of 5.3% of the outstanding Units based on the
131,585 Units reported by the Partnership to be outstanding at March 31, 1997.
Insignia and Mr. Farkas may be deemed to be beneficial owners of the
Units directly owned by Market Ventures and by Liquidity by reason of Insignia's
ownership interests in Market Ventures and Liquidity and Mr. Farkas's
relationship with Insignia. Mr. Farkas is the Chairman, Chief Executive Officer
and President of Insignia and is the beneficial owner of approximately 27.9% of
its outstanding common stock. Accordingly, for purposes of this Statement: (i)
Market Ventures is reporting that it shares the power to vote or direct the vote
and the power to dispose or direct the disposition of the 5,357 Units directly
owned by it; (ii) Liquidity is reporting that it shares the power to vote or
direct the vote and the power to dispose or direct the disposition of the 1,549
Units directly owned by it; and (iii) Insignia and Mr. Farkas 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 aggregate of 6,906 Units directly owned by Market
Ventures and Liquidity.
(c) On April 29, 1997, Market Ventures purchased 4,481 Units for an
aggregate purchase price of $358,480.00 from the Equity Resources Pilgrim Fund
in a privately negotiated transaction, and on May 21, 1977, Market Ventures
purchased 20 Units for an aggregate purchase price of $2,236.00 through the
facilities of the Chicago Partnership Board. On May 21, 1997, Liquidity
purchased 4 Units for an aggregate purchase price of $360.00 from an individual
in a privately negotiated transaction.
(d)-(e) Not applicable.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No contracts, arrangements, understandings or relationships (legal
or otherwise) between the Reporting Persons and any other person exists with
respect to any securities of the Partnership, including but not limited to
transfer or voting of any such securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
8
<PAGE>
ITEM 6. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Agreement of Joint Filing, dated June 13, 1997, among
the Reporting Persons.
9
<PAGE>
SIGNATURES
After reasonable 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: June 13, 1997
MARKET VENTURES L.L.C.
By: /s/ John K. Lines
--------------------------------------
John K. Lines
Vice President
LIQUIDITY ASSISTANCE L.L.C.
By: /s/ J. Scott Kester
--------------------------------------
J. Scott Kester
President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Jeffrey P. Cohen
--------------------------------------
Jeffrey P. Cohen
Senior Vice President
ANDREW L. FARKAS
/s/ Andrew L. Farkas
--------------------------------------
10
<PAGE>
SCHEDULE I
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
INSIGNIA
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 Insignia. Unless
otherwise indicated, each person identified below is employed by Insignia. The
principal business address of Insignia and, unless otherwise indicated, each
person identified below, is One Insignia Financial Plaza, Greenville, South
Carolina 29602. Directors are identified by an asterisk. All persons identified
below are United States citizens.
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
ANDREW L. FARKAS* Andrew L. Farkas' principal occupation is to serve as
Chairman of the Board, Chief Executive Officer and
President of Insignia.
JOHN F. JACQUES* John F. Jacques' principal occupations are to serve as
102 Woodmont Boulevard a director of Insignia and with the Office of the
Suite 400 Chairman of Insignia. Mr. Jacques also serves as
Nashville, TN 37205 Chairman, President and Chief Executive Officer of
Compleat Resource Group, Inc., a wholly owned
subsidiary of Insignia.
ROBERT J. DENISON* Robert J. Denison's principal occupation is as a
general partner of First Security Company II, L.P.
ROBIN L. FARKAS* Robin L. Farkas' principal occupation is to serve
730 Park Avenue as a director of Insignia.
New York, NY 10021
MERRIL M. HALPERN* Merril M. Halpern's principal occupation is to serve as
c/o Charterhouse co-chief executive officer of Charterhouse Group
535 Madison Avenue International, Inc., a privately-owned investment firm
New York, which actively engages in making private equity
investments in a broad range of industrial and service
companies located primarily in the United States.
ROBERT G. KOEN* Robert G. Koen's principal occupation is as a partner
125 West 55th Street in the law firm Akin, Gump, Strauss, Hauer & Feld,
New York, NY 10019 which represents Insignia or certain of its
affiliates from time to time.
MICHAEL I. LIPSTEIN* Michael I. Lipstein's principal occupation is as a
110 East 59th Street private investor.
New York, NY 10022
BUCK MICKEL* Buck Mickel's principal occupation is to serve as
Fluor/Daniel chairman of the board and chief executive officer of
301 N. Main Street RSI Holdings, a company offering distribution of
Greenville, SC 29601 outdoor equipment.
I-1
<PAGE>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
JAMES A. ASTON James A. Aston's principal occupation is to serve
with the Office of the Chairman and as Chief
Financial Officer of Insignia.
FRANK M. GARRISO Frank M. Garrison's principal occupation is to serve
102 Woodmont Blvd. as Executive Managing Director of Insignia and
Suite 400 President of Insignia Financial Services.
Nashville, TN 37205
THOMAS R. SHULER Thomas R. Shuler's principal occupation is to serve
as Executive Managing Director of Insignia and Chief
Operating Officer of Insignia Residential Group, L.P.
NEIL KREISEL Neil Kreisel's principal occupation is to serve as
Kreisel Company, Inc. Executive Managing Director of Insignia and President
331 Madison Avenue of Insignia Management Group, L.P.
New York, NY 10017
RONALD URETTA Ronald Uretta's principal occupation is to serve as
Chief Operating Officer and Treasurer of Insignia.
JEFFREY L. GOLDBERG Jeffrey L. Goldberg's principal occupation is to
serve as Managing Director of Investment Banking of
Insignia.
HENRY HOROWITZ Henry Horowitz's principal occupation is to serve as
Executive Managing Director of Insignia and Chief
Operating Officer of Insignia Commercial Group, Inc.
WILLIAM H. JARRARD, JR. William H. Jarrard, Jr.'s principal occupation is to
serve as Managing Director of Partnership
Administration of Insignia.
ALBERT H. GOSSETT Albert H. Gossett's principal occupation is to serve
as Senior Vice President and Chief Information
Officer of Insignia.
JOHN K. LINES John K. Lines' principal occupation is to serve as
General Counsel and Secretary of Insignia.
EDWARD S. GORDON Edward S. Gordon's principal occupation is to serve
200 Park Avenue with the Office of the Chairman and as Chairman of
New York, NY 10166 Insignia/Edward S. Gordon Co., Inc.
STEPHEN C. SIEGEL Stephen C. Siegel's principal occupation is to serve
200 Park Avenue as Executive Managing Director of Insignia, President
New York, NY 10166 of Insignia/Edward S. Gordon Co., Inc. and President
of Insignia Commercial Group, Inc.
I-2
<PAGE>
SCHEDULE II
-----------
INFORMATION REGARDING THE MANAGER AND EXECUTIVE OFFICERS OF
MARKET VENTURES
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 the manager and each of the executive officers of Market Ventures.
Insignia indirectly owns 100% of Market Ventures. Unless otherwise indicated,
each person identified below is employed by Insignia. The principal business
address of Insignia and, unless otherwise indicated, each person identified
below, is One Insignia Financial Plaza, Greenville, South Carolina 29602. The
manager is identified by an asterisk. All persons identified below are United
States citizens.
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
SHERYL W. BAKER* Sheryl W. Baker's principal occupation is to serve as
Assistant Controller of Insignia. Ms. Baker also
serves as Manager and President of Market Ventures.
JOHN K. LINES John K. Lines' principal occupation is to serve as
General Counsel and Secretary of Insignia. Mr. Lines
also serves as a Vice President of Market Ventures.
RONALD URETTA Ronald Uretta's principal occupation is to serve as
Chief Operating Officer and Treasurer of Insignia.
Mr. Uretta also serves as a Vice President and
Treasurer of Market Ventures.
II-1
<PAGE>
SCHEDULE III
------------
INFORMATION REGARDING THE MANAGER AND EXECUTIVE OFFICERS OF
LIQUIDITY
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 the manager and each of the executive officers of Liquidity.
Insignia indirectly owns 100% of Liquidity. Unless otherwise indicated, each
person identified below is employed by Insignia. The principal business address
of Insignia and, unless otherwise indicated, each person identified below, is
One Insignia Financial Plaza, Greenville, South Carolina 29602. The manager is
identified by an asterisk. All persons identified below are United States
citizens.
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
J. SCOTT KESTER* J. Scott Kester's principal occupation is to serve as
a Vice President of Investment Banking of Insignia.
Mr. Kester also serves as Manager and President of
Liquidity.
JOHN K. LINES John K. Lines' principal occupation is to serve as
General Counsel and Secretary of Insignia. Mr. Lines
also serves as a Vice President of Liquidity.
RONALD URETTA Ronald Uretta's principal occupation is to serve as
Chief Operating Officer and Treasurer of Insignia.
Mr. Uretta also serves as a Vice President and
Treasurer of Liquidity.
III-1
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
----------- -----------
7.1 Agreement of Joint Filing, dated June 13, 1997, among the
Reporting Persons.
<PAGE>
EXHIBIT 7.1
AGREEMENT OF JOINT FILING
-------------------------
Market Ventures L.L.C., Liquidity Assistance L.L.C., Insignia Financial
Group, Inc. and Andrew L. Farkas 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 the requirements of Rule 13d-1(f)(1)(iii) 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: June 13, 1997
MARKET VENTURES L.L.C.
By: /s/ John K. Lines
----------------------------------------
John K. Lines
Vice President
LIQUIDITY ASSISTANCE L.L.C.
By: /s/ J. Scott Kester
----------------------------------------
J. Scott Kester
President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Jeffrey P. Cohen
----------------------------------------
Jeffrey P. Cohen
Senior Vice President
ANDREW L. FARKAS
/s/ Andrew L. Farkas
----------------------------------------
