Page 1 of 22 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13D-1(a) AND
AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(a)
(Amendment No. __)
______________________
Springhill Lake Investors Limited Partnership
(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, SC 29602
(864) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 27, 1997
(Date of Event which Requires Filing of this Statement)
<PAGE>
Page 2 of 22 Pages
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 the following box _____.
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-l(a) for other
parties to whom copies are to be sent.
<PAGE>
Page 3 of 22 Pages
CUSIP No.: NONE
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Insignia Financial Group, Inc.
13-3591193
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds*
BK
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 241.15 Units of
Beneficially Limited Partnership
Owned by Each Interest ("Units") (See
Reporting Item 5)
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 241.15 Units
(see Item 5)
<PAGE>
Page 4 of 22 Pages
11. Aggregate Amount Beneficially Owned by Each Reporting Person
241.15 Units
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Approximately 37.16%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 22 Pages
CUSIP No.: NONE
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Insignia Properties Trust
58-2276281
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds*
BK
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 241.15 Units of
Beneficially Limited Partnership
Owned by Each Interest ("Units") (See
Reporting Item 5)
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 241.15 Units
(see Item 5)
<PAGE>
Page 6 of 22 Pages
11. Aggregate Amount Beneficially Owned by Each Reporting Person
241.15 Units
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Approximately 37.16%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 22 Pages
CUSIP No.: None
1. Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
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*
BK
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) of 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 241.15 Units
Beneficially (see Item 5)
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositiv241.15 Units
(see Item 5)
<PAGE>
Page 8 of 22 Pages
11. Aggregate Amount Beneficially Owned by Each Reporting Person
241.15 Units
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Approximately 37.16%
- --------------------------------------------------------------------------------
____
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 22 Pages
Item 1. Security and Issuer
The name of the issuer is Springhill Lake Investors
Limited Partnership, a Maryland limited partnership (the
"Partnership"), and the address of its principal executive
offices is c/o Insignia Financial Group, Inc., P.O. Box 1089,
Greenville, SC 29602. The Partnership's managing general partner
is Three Winthrop Properties, Inc., a Massachusetts corporation
(the "General Partner"). The title of the class of equity
securities to which this statement relates is the Partnership's
Units of Limited Partnership Interest ("Units").
Item 2. Identity and Background
The names and business addresses of the persons filing
this statement are (i) Insignia Financial Group, Inc., a Delaware
corporation ("Insignia"), with offices at One Insignia Financial
Plaza, P.O. Box 1089, Greenville, SC 29602, (ii) Insignia
Properties Trust, a Maryland real estate investment trust
("IPT"), with offices at One Insignia Financial Plaza, P.O. Box
1089, Greenville, SC 29602, and (iii) Mr. Andrew L. Farkas, a
United States citizen who is the Chairman, Chief Executive
Officer and President of Insignia and the Chairman and Chief
Executive Officer of IPT and who has an office c/o Insignia (Mr.
Farkas, IPT and Insignia together are referred to as the
"Reporting Persons"). The name, business address, present
principal occupation or employment and citizenship of each
director and executive officer of Insignia and each trustee and
executive officer of IPT, other than Mr. Farkas, (collectively
the "Other Officers and Directors") are set forth on Schedule I
and Schedule II, respectively. During the past five years no
Reporting Person nor, to the best knowledge of the Reporting
Persons, no Other Officer and Director has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has 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 3. Source and Amount of Funds or Other Consideration
Insignia paid $14,953,446 for the 241.15 Units
purchased by it. Insignia obtained the funds from borrowings
under a revolving credit facility with First Union National Bank
of South Carolina and Lehman Commercial Paper, Inc.
<PAGE>
Page 10 of 22 Pages
Item 4. Purpose of Transaction
On October 27, 1997, Insignia and IPT I LLC, a Delaware
limited liability company of which Insignia is the managing
member("LLC" and, together with Insignia, "Buyer"), entered into a
Subscription and Purchase Agreement (the "Purchase Agreement")
with Winthrop Financial Associates, A Limited Partnership, a
Maryland limited partnership ("WFA"), First Winthrop Corporation,
a Delaware corporation ("FWC"), and certain of their affiliates
(collectively, "Seller"). Pursuant to the terms and conditions
of the Purchase Agreement, upon the closing on October 27, 1997
of certain of the transactions contemplated by the Purchase
Agreement, Buyer acquired, among other things, (a) all of the
Units of limited partnership interest in the Partnership held by
Seller, (b) all of the issued and outstanding Class B Common
Stock of FWC, and (c) an associate general partner interest in
WFA.
On October 27, 1997, a nominee of Insignia was elected
to the board of directors of the General Partner and two nominees
of Insignia were elected Vice Presidents of the General Partner
with exclusive responsibility for the operations of the
Partnership.
Insignia has granted IPT an option, exercisable at any
time until December 31, 1998, to purchase all but not less than
all the Units held by Insignia together with certain related
rights at a price equal to Insignia's cost plus the cost of
financing.
Other than as described herein, none of the Reporting
Persons has any present plans or proposals which relate to or
would result in any of the events listed in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The Reporting Persons each may be deemed to be the
beneficial owner of an aggregate of 241.15 Units of the
Partnership, constituting approximately 37.16% of the Units
outstanding. 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, Mr. Farkas may be deemed to control Insignia and to
beneficially own the Units.
See Item 5(a).
Apart from the transaction described in Item 4,
there have been no transactions in Units by any Reporting Person
or, to the best knowledge of the Reporting Persons, any of the
<PAGE>
Page 11 of 22 Pages
Other Officers and Directors, in the past sixty days.
Not Applicable.
Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
(a) Joint Filing Agreement, dated as of November 19,
1997.
(b) Subscription and Purchase Agreement, dated as of
October 27, 1997, among Insignia, LLC, WFA, FWC and the other
parties named therein and incorporated herein by reference to Form 8-K of
Insignia Financial Group, Inc. filed on November 10, 1997.
(c) Stockholders' Agreement, dated as of October 27,
1997, between Insignia and WFA and incorporated herein by reference to Form 8-K
of Insignia Financial Group, Inc. filed on November 10, 1997.
<PAGE>
Page 12 of 22 Pages
SIGNATURE
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 accurate.
Dated: November 19, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
---------------------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
---------------------------------------
Name: John K. Lines
Title: Vice President
/s/ Andrew L. Farkas
------------------------------------
Andrew L. Farkas
<PAGE>
Page 13 of 22 Pages
EXHIBIT A
Each of the undersigned hereby agrees that the Schedule
13D dated November 19, 1997, to which this Agreement is attached
as Exhibit A, and any amendments thereto, may be filed on behalf
of each such person.
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: November 19, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
---------------------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
---------------------------------------
Name: John K. Lines
Title: Vice President
/s/ Andrew L. Farkas
-------------------------------
Andrew L. Farkas
<PAGE>
Page 14 of 22 Pages
SCHEDULE I
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF INSIGNIA
Set forth in the table below are the name and the present
principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such occupation or employment is conducted, and the five-
year employment history of each of the directors and executive
officers of Insignia other than Andrew L. Farkas. Unless
otherwise indicated, each person identified below is employed by
Insignia and is a United States citizen. The principal business
address of Insignia and, unless otherwise indicated, the business
address of each person identified below, is One Insignia
Financial Plaza, Greenville, South Carolina 29602. Directors are
identified by an asterisk.
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- -----------------------------------------------------------------------------------------------------------------------
Robert J. Denison* Robert J. Denison has been a Director
1212 North Summit Drive of Insignia since May 1996. For more
Santa Fe, NM 87501 than the past five years, Mr.
Denison's principal occupation has
been as a General Partner of First
Security Company II, L.P., an
investment advisory firm.
- -----------------------------------------------------------------------------------------------------------------------
Robin L. Farkas* Robin L. Farkas has been a Director
730 Park Avenue of Insignia since August 1993. Mr.
New York, NY 10021 Farkas is the retired Chairman of the
Board and Chief Executive Officer of
Alexander's Inc., a real estate
company. He also serves as a
director of Refac Technology
Development Corporation, Noodle
Kiddoodle, and Containerways
International Ltd.
- -----------------------------------------------------------------------------------------------------------------------
Merril M. Halpern* Merril M. Halpern has been a Director
535 Madison Avenue of Insignia since August 1993. For
New York, NY 10022 more than the past five years, Mr.
Halpern's principal occupation has
been as Chairman of the Board of
Directors and Co-Chief Executive
Officer of Charterhouse Group
International, Inc., a privately-
owned investment firm which, among
other things, actively engages in
making private equity investments in
a broad range of industrial and
service companies located primarily
in the United States. Mr. Halpern is
also a director of American Disposal
Services, Inc., Designer Holdings Ltd.
and Microwave Power Devices, Inc.
- -----------------------------------------------------------------------------------------------------------------------
Robert G. Koen* Robert G. Koen has been a Director of
125 West 55th Street Insignia since August 1993. Since
New York, NY 10019 February 1996, Mr. Koen has been a
partner in the law firm of Akin,
Gump, Strauss, Hauer & Feld, which
represents Insignia and certain of
its affiliates from time to time.
From January 1991 to February 1996,
Mr. Koen was a partner in the law
firm LeBoeuf, Lamb, Greene & MacRae.
- -----------------------------------------------------------------------------------------------------------------------
Michael I. Lipstein* Michael I. Lipstein has been a
110 East 59th Street Director of Insignia since August
New York, NY 10022 1993. For more than the past five
years, Mr. Lipstein's principal
occupation has been as a self-
employed consultant in the real
estate business, including ownership,
management and lending.
<PAGE>
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- -----------------------------------------------------------------------------------------------------------------------
Buck Mickel* Buck Mickel has been a Director of
301 N. Main Street Insignia since August 1993. For more
Greenville, SC 29601 than the past five years, Mr.
Mickel's principal occupation has
been to serve as Chairman of the
Board and Chief Executive Officer of
RSI Holdings, a company which
distributes outdoor equipment. Mr.
Mickel is also a director of Fluor
Corporation, The Liberty Corporation,
Nationsbank Corporation, Emergent
Group, Inc., Delta Woodside
Industries, Inc., Duke Energy and
Textile Hall Corporation.
- -----------------------------------------------------------------------------------------------------------------------
James A. Aston James A. Aston's principal employment
has been with Insignia for more than
the past five years. Mr. Aston
currently serves as Chief Financial
Officer of Insignia (since August
1996) and with the Office of the
Chairman (since July 1994).
- -----------------------------------------------------------------------------------------------------------------------
Albert J. Frazia Albert Frazia has been a Senior Vice
President - Human Resources of
Insignia since August 1997. Prior to
August 1997, Mr. Frazia's principal
employment for more than the prior
five years was as Director - Human
Resources of E&Y Kenneth Leventhal
Real Estate Group, New York, New
York.
- -----------------------------------------------------------------------------------------------------------------------
Frank M. Garrison Frank M. Garrison's principal
102 Woodmont Boulevard employment has been with Insignia for
Suite 400 more than the past five years. Mr.
Nashville, TN 37205 Garrison currently serves as an
Executive Managing Director of
Insignia (since July 1994) and as
President of Insignia Financial
Services, a division of Insignia
(since July 1994).
<PAGE>
Page 17 of Page 22
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- -----------------------------------------------------------------------------------------------------------------------
Jeffrey L. Goldberg Jeffrey L. Goldberg's principal
375 Park Avenue employment has been with Insignia for
Suite 3401 more than the past five years. Mr.
New York, NY 10152 Goldberg currently serves as a
Managing Director - Investment
Banking of Insignia (since July
1994).
- -----------------------------------------------------------------------------------------------------------------------
Edward S. Gordon Edward S. Gordon has been with the
200 Park Avenue Office of the Chairman of Insignia
New York, NY 10166 since July 1996. Prior to July 1996,
Mr. Gordon's principal employment for
more than the prior five years was as
a founder and Chairman of Edward S.
Gordon Company, Incorporated ("ESG"),
a commercial property management and
brokerage firm located in New York,
New York that was acquired by
Insignia in June 1996.
- -----------------------------------------------------------------------------------------------------------------------
Albert H. Gossett Albert H. Gossett's principal
employment has been with Insignia for
more than the past five years. Mr.
Gossett currently serves as a Senior
Vice President of Insignia (since
July 1994) and as Chief Information
Officer of Insignia (since January
1991).
- -----------------------------------------------------------------------------------------------------------------------
Henry Horowitz Henry Horowitz's principal employment
has been with Insignia since January
1993. Mr. Horowitz currently serves
as an Executive Managing Director of
Insignia (since June 1994) and as
Chief Operating Officer of Insignia
Commercial Group (since January
1997). From January 1987 to January
1993, Mr. Horowitz's principal
employment was as Chief Executive
Officer of First Resource Realty,
Inc., a commercial property
management organization located in
Oklahoma that Insignia acquired in
January 1993.
<PAGE>
Page 18 of Page 22
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- -----------------------------------------------------------------------------------------------------------------------
Neil Kreisel Neil Kreisel has been an Executive
909 Third Avenue Managing Director of Insignia since
New York, NY 10022 September 1995 and President of
Insignia Residential Group since
January 1997. Prior to September
1995, Mr. Kreisel's principal
occupation was to serve as President
and Chief Executive Officer of
Kreisel Company, Inc., a residential
property management firm located in
New York, New York which Insignia
acquired in September 1995.
- -----------------------------------------------------------------------------------------------------------------------
John K. Lines John K. Lines has been General
Counsel of Insignia since June 1994
and Secretary since July 1994. From
May 1993 until June 1994, Mr. Lines'
principal employment was as Assistant
General Counsel and Vice President of
Ocwen Financial Corporation, a thrift
holding company located in West Palm
Beach, Florida. From October 1991
until April 1993, Mr. Lines'
principal employment was as Senior
Attorney of Banc One Corporation, a
bank holding company in Columbus,
Ohio.
- -----------------------------------------------------------------------------------------------------------------------
Martha Long Martha Long has been a Senior Vice
President - Finance of Insignia since
January 1997 and Controller of
Insignia since June 1994. Prior to
June 1994, Ms. Long was Senior Vice
President and Controller of The First
Savings Bank located in Greenville,
South Carolina.
- -----------------------------------------------------------------------------------------------------------------------
Thomas R. Shuler Thomas R. Shuler's principal
employment has been with Insignia for
more than the past five years. Mr.
Shuler currently serves as Chief
Operating Officer of Insignia
Residential Group (since 1997).
<PAGE>
Page 19 of Page 22
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- -----------------------------------------------------------------------------------------------------------------------
Stephen B. Siegel Stephen B. Siegel has been an
200 Park Avenue Executive Managing Director of
New York, NY 10166 Insignia since July 1996 and
President of Insignia Commercial
Group since January 1997. From
February 1992 until July 1996, Mr.
Siegel's principal employment was as
President of ESG.
- -----------------------------------------------------------------------------------------------------------------------
Ronald Uretta Ronald Uretta's principal employment
has been with Insignia for more than
the past five years. Mr. Uretta
currently serves as Chief Operating
Officer (since August 1996) and
Treasurer (since January 1992) of
Insignia.
- -----------------------------------------------------------------------------------------------------------------------
Anthony M. Ciepiel Since October 1997, Anthony M.
Ciepiel has been the President of
Realty One, Inc., a real estate
brokerage firm acquired by Insignia
in October 1997. From January 1996
to October 1997, he was an
Executive Vice President and Chief
Operating Officer, and from January
1994 to January 1996 he was a
Senior Vice President and Chief
Operating Officer, of Realty One,
Inc. Prior thereto he was an
Executive Vice President, Treasurer
and Chief Financial Officer of
Griswold Inc., an advertising firm.
- -----------------------------------------------------------------------------------------------------------------------
Joseph T. Aveni Since December 1990, Joseph T. Aveni
has been the Chief Executive Officer
of Realty One, Inc.
</TABLE>
<PAGE>
Page 20 of Page 22
SCHEDULE II
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, and the five-
year employment history of each of the trustees and executive
officers of IPT other than Andrew L. Farkas. Each person
identified below is employed by IPT 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 One Insignia Financial Plaza, Greenville,
South Carolina 29602. Trustees are identified by an asterisk.
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- -----------------------------------------------------------------------------------------------------------------------
James A. Aston James A. Aston has served as a
Trustee and President of IPT since
its inception in May 1996. For
additional information regarding Mr.
Aston, see Schedule I.
- -----------------------------------------------------------------------------------------------------------------------
Frank M. Garrison Frank M. Garrison has served as a
102 Woodmont Boulevard Trustee of IPT since December 1996.
Suite 400 Mr. Garrison also served as an
Nashville, TN 37205 Executive Managing Director of IPT
from January 1997 to April 1997. For
additional information regarding Mr.
Garrison, see Schedule I.
- -----------------------------------------------------------------------------------------------------------------------
Jeffrey P. Cohen
375 Park Avenue
Suite 3401
New York, NY 10152
Jeffrey P. Cohen has served as a
Senior Vice President of IPT since
August 1997, and served as a Vice
President of IPT from June 1997 until
August 1997. Since April 1997, Mr.
Cohen's principal occupation has been
to serve as a Senior Vice President -
Investment Banking of Insignia.
prior to April 1997, Mr. Cohen's
principal occupation was as an
attorney with the law firm of Rogers
& Wells, New York, New York.
- -----------------------------------------------------------------------------------------------------------------------
William D. Falls William D. Falls has served as the
Controller of IPT since August 1997.
Since April 1995, Mr. Falls'
principal occupation has been to
serve as an accountant with Insignia.
Prior to April 1995, Mr. Falls'
principal occupation was as a senior
auditor with the accounting firm of
Ernst & Young LLP.
- -----------------------------------------------------------------------------------------------------------------------
William H. Jarrard, Jr. William H. Jarrard, Jr. has served as
a Senior Vice President of IPT since
August 1997, and served as Vice
President and Director of Operations
of IPT from December 1996 until
August 1997. Mr. Jarrard's principal
employment has been with Insignia for
more than the past five years. From
January 1994 to September 1997, Mr.
Jarrard served as Managing Director -
Partnership Administration of
Insignia.
- -----------------------------------------------------------------------------------------------------------------------
John K. Lines John K. Lines has served as Secretary
of IPT since December 1996, and has
served as a Senior Vice President of
IPT since August 1997. Mr. Lines
served as a Vice President of IPT
from May 1996 until August 1997. For
additional information regarding Mr.
Lines, see Schedule I.
- -----------------------------------------------------------------------------------------------------------------------
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- -----------------------------------------------------------------------------------------------------------------------
Ronald Uretta Ronald Uretta has served as Treasurer
of IPT since December 1996, and has
served as a Senior Vice President of
IPT since August 1997. Mr. Uretta
served as a Vice President of IPT
from December 1996 until August 1997
and as Chief Financial Officer of IPT
from May 1996 until December 1996.
For additional information regarding
Mr. Uretta, see Schedule I.
- -----------------------------------------------------------------------------------------------------------------------
Carroll D. Vinson Carroll D. Vinson has served as Chief
Operating Officer of IPT since May
1997. Since August 1994, Mr.
Vinson's principal occupation has
been to serve as President of the
various corporate general partners of
partnerships controlled by
Metropolitan Asset Enhancement, L.P.,
which is an affiliate of Insignia.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
