<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 4)
------------------------------------
NATIONAL PROPERTY INVESTORS 8
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number)
------------------------------------
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
------------------------------------
OCTOBER 1, 1998
(Date of Event which Requires Filing of this Statement)
- -------------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
- -------------------------------------------------------------------------------
(Continued on following pages)
(Page 1 of 19 Pages)
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 2 of 19
- ------------------------------------- -----------------------------------
<S> <C> <C>
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO PROPERTIES, L.P.
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[X]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 16,997
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
16,997
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,997
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
=============================================================================================================================
<PAGE>
- ------------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 3 of 19
- ------------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO-GP, INC.
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 16,997
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
16,997
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,997
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
<PAGE>
- ------------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 4 of 19
- ------------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
I.R.S. # 84-1259577
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 16,997
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
16,997
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,997
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
</TABLE>
<PAGE>
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4, which relates to the units of limited
partnership interest ("Units") in National Property Investors 8, a California
limited partnership (the "Partnership"), amends and supplements the Statement
on Schedule 13D (as amended through the date hereof, the "Statement")
previously filed with the Commission by Insignia Financial Group, Inc.
("Insignia"). This Amendment No. 4 is being filed to report information
regarding the changes in beneficial ownership of the Units that occurred as a
result of the merger (the "AIMCO Merger") of Insignia, including its
controlling interest in Insignia Properties Trust ("IPT") with and into
Apartment Investment and Management Company, a Maryland corporation ("AIMCO"),
with AIMCO being the surviving corporation, on October 1, 1998. Accordingly,
this Amendment No. 4 relates to Units beneficially owned by AIMCO Properties,
L.P., a Delaware limited partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware
corporation ("AIMCOGP"), and AIMCO (AIMCO OP, AIMCO-GP and AIMCO are sometimes
collectively referred to in this Statement as the "Reporting Persons").
The following Items of the Statement are hereby supplemented
and/or amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Following the AIMCO Merger, AIMCO OP, AIMCO-GP and AIMCO
became beneficial owners of the Units. The principal business address of each
of the Reporting Persons is located at 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222.
As of June 30, 1998, AIMCO owns an approximately 89% controlling
interest in AIMCO OP through its wholly-owned subsidiaries, AIMCO-LP, Inc., a
Delaware corporation ("AIMCO-LP"), and AIMCO-GP. AIMCO-LP is a limited partner
of AIMCO OP (owning approximately 88% of the total equity interests) and
AIMCO-GP is the sole general partner of AIMCO (owning approximately 1% of the
total equity interests). The principal business of AIMCO OP is to own and
operate multifamily residential properties. The principal business of AIMCO-GP
is to act as the sole general partner of AIMCO OP. The directors and executive
officers of AIMCO-GP, which is the general partner of AIMCO OP, may be deemed
to control the management of AIMCO OP. AIMCO-GP's executive officers are the
same as those of AIMCO and the two directors of AIMCO-GP, Terry Considine and
Peter K. Kompaniez, are also directors of AIMCO. The name, business address,
present principal occupation or employment and citizenship of each director and
executive officer of AIMCO-GP and AIMCO are set forth in Schedule I to this
Statement.
AIMCO was formed on January 10, 1994 and currently is one of the
largest owners and managers of multifamily apartment properties in the United
States, based on apartment unit data compiled by the National Multi Housing
Council as of January 1, 1998. As of June 30, 1998, AIMCO, through its
subsidiaries, owned or controlled 58,345 units in 210 apartment communities and
had an equity interest in 74,318 units in 478 apartment communities. In
addition, AIMCO managed 68,248 units in 357 apartment communities for third
parties and affiliates, for an aggregate portfolio of owned and managed
properties of 200,911 units in 1,045 apartment communities. The apartment
communities are located in 42 states, the District of Columbia and Puerto Rico.
AIMCO has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes. AIMCO conducts substantially all of its operations
through AIMCO OP and its subsidiaries.
On October 1, 1998, AIMCO acquired substantially all of Insignia's
residential assets and ownership interests (including its controlling interest
in IPT) pursuant to the AIMCO Merger. Insignia was a fully integrated real
estate services organization specializing in the ownership and operation of
5
<PAGE>
securitized real estate assets, and was the largest manager of multifamily
residential properties in the United States as of January 1, 1998. As of the
consummation of the AIMCO Merger, Insignia provided, among other things,
property and/or asset management services for over 3,800 properties, including
approximately 272,000 residential units. Following the AIMCO Merger, AIMCO will
operate more than 2,000 properties, including nearly 400,000 apartment units
serving approximately one million residents.
(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 Schedule I, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in him
or it being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF THE TRANSACTION.
Effective October 1, 1998 in connection with the AIMCO Merger,
AIMCO acquired a controlling interest in IPT, which in turn controls the
general partner of the Partnership (the "General Partner"). Upon consummation
of the AIMCO Merger, AIMCO appointed the directors and officers of AIMCO-GP
(which is a wholly-owned subsidiary of AIMCO) as the directors and officers of
the General Partner. In addition, AIMCO owns a majority of the company that
manages the Partnership's properties. The Reporting Persons intend that the
Partnership will continue its business and operations substantially as they are
currently being conducted.
In the near future, the Reporting Persons may acquire additional
Units or sell Units. Any acquisition may be made through private purchases,
market purchases or transactions effected on a so-called partnership trading
board, through one or more future tender or exchange offers, by merger,
consolidation or by any other means deemed advisable. Any acquisition may be
for cash, limited partnership interests in AIMCO OP or other consideration. The
Reporting Persons also may consider selling some or all of the Units they own
to persons not yet determined, which may include affiliates of AIMCO OP. AIMCO
OP may also buy the Partnership's properties, although it has no present
intention to do so. There can be assurance, however, that the Reporting Persons
will initiate or complete, or will cause the Partnership to initiate or
complete, any transaction during any specific time period or at all.
The Reporting Persons do not have any present plans or proposals
which relate to or would result in any material changes in the Partnership's
structure or business such as a merger, reorganization or liquidation. The
Reporting Persons have no present intention to cause the Partnership to sell
any of its properties or to prepay current mortgages within any specified time
period. A merger or other consolidation transaction and certain kinds of other
extraordinary transactions may require a vote of the limited partners of the
Partnership in accordance with the Partnership's Limited Partnership Agreement
or applicable state laws. The Reporting Persons' primary objective in acquiring
the Units is not to influence the vote on any particular transaction, but
rather to acquire additional interests in the Partnership at prices deemed
acceptable by the General Partner.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result of Insignia being merged with and into AIMCO,
with AIMCO being the surviving corporation, in the AIMCO Merger, AIMCO
succeeded to Insignia as the beneficial owner of the Units. Immediately
following the AIMCO Merger on October 1, 1998, IPLP and AIMCO OP entered into
an Assignment and Assumption Agreement (the "Assignment Agreement"), pursuant
to which IPLP transferred and assigned, among other things, the Units directly
owned by it to AIMCO OP.
6
<PAGE>
Accordingly, AIMCO OP succeeded to IPLP as owner of the Units previously
directly owned by IPLP. AIMCO-GP and AIMCO may be deemed to beneficially own
the Units directly owned by AIMCO OP by reason of their relationship with AIMCO
OP. AIMCO controls AIMCO OP through its two wholly-owned subsidiaries,
AIMCO-GP, which is the sole general partner of AIMCO OP, and AIMCO-LP, which is
a limited partner (owning approximately 88% of the total equity interests) of
AIMCO OP.
Accordingly, for purposes of this Statement: (i) AIMCO OP is
reporting that it shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the 16,997 (representing approximately
37.9% of the outstanding) Units directly owned by it; and (ii) AIMCO-GP 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 16,997 Units directly
owned by AIMCO OP.
(e) Following the AIMCO Merger and the subsequent assignment of
the Units owned by IPLP to AIMCO OP pursuant to the Assignment Agreement, on
October 1, 1998, IPLP and IPT ceased to be beneficial owners of the Units.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information in Item 5 and the Assignment Agreement, which is
attached hereto as Exhibit 7.1, is incorporated herein by reference.
In addition to the AIMCO Merger, effective October 1, 1998, AIMCO
and IPT entered into an agreement and plan of merger (the "IPT Merger
Agreement"), which provides for, among other things, (a) the merger of IPT with
and into AIMCO, with AIMCO being the surviving corporation, or (b) the merger
of a subsidiary of AIMCO with and into IPT, with IPT being the surviving
corporation (collectively, the "IPT Merger"). The IPT Merger Agreement provides
that, upon consummation of the IPT Merger, shareholders of IPT (the "IPT
Shareholders") will receive $13.25 per common share of beneficial ownership,
$.01 par value per share (the "Shares"), of IPT in cash, or $13.28 per Share in
shares of common stock of AIMCO, at AIMCO's option.
The IPT Merger is subject to the approval of the IPT Shareholders,
regulatory approvals, and the satisfaction or waiver of various other
conditions. AIMCO has agreed to vote all Shares owned by it in favor of the IPT
Merger Agreement and the transactions contemplated thereby, and granted certain
members of the Board of Trustees of IPT (the "IPT Board") an irrevocable proxy
(the "Irrevocable Limited Proxy") to vote all Shares held by AIMCO at all
meetings of IPT Shareholders, and in every written consent in lieu of such
meetings, in favor of approval of the IPT Merger and any matter that could
reasonably be expected to facilitate the IPT Merger. Each grantee under the
Irrevocable Limited Proxy explicitly agreed in writing to vote all Shares
subject to the Irrevocable Limited Proxy in favor of the IPT Merger. The
Irrevocable Limited Proxy will terminate upon the earlier of (a) January 1,
2002 and (b) the consummation of the IPT Merger.
The board of directors of AIMCO and the IPT Board may agree in
writing to terminate the IPT Merger Agreement without completing the IPT
Merger. The IPT Merger Agreement may also be terminated in certain other
circumstances.
If the IPT Merger is not completed, AIMCO will continue to control
the majority of outstanding Shares. However, certain transactions involving
AIMCO and IPT that occur between the effective time of the IPT Merger and the
termination of the IPT Merger Agreement between AIMCO and
7
<PAGE>
IPT, including the acquisition by AIMCO of assets of IPLP and interests in
partnerships controlled by IPT (including the Partnership), will be unwound.
The IPT Merger Agreement also provides that Andrew L. Farkas,
James A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrmann
will continue to serve as trustees of IPT (collectively, the "Continuing
Trustees") until the earlier of the closing of the IPT Merger or the
termination of the IPT Merger Agreement. Pursuant to the IPT Merger Agreement
and the Bylaws of IPT, a majority of the Continuing Trustees must approve,
among other things, the following actions: (i) removal of a Continuing Trustee;
(ii) termination of IPT's independent auditors or the financial advisor or
legal counsel for the IPT Merger; (iii) all alternative proposals to acquire
IPT or its subsidiaries; (iv) amendment or waiver of any provision of (A) the
IPT Merger Agreement, (B) the Fourth Amended and Restated Agreement of Limited
Partnership of Insignia Properties, L.P., (C) the Declaration of Trust of IPT
or (D) the Bylaws of IPT; (v) modification of the powers of the Continuing
Trustees, and (vi) making of loans by IPT or its subsidiaries to AIMCO or its
subsidiaries. The Continuing Trustees' special powers terminate on the earliest
to occur of (i) the IPT Merger, (ii) January 1, 2002 or (iii) the sooner
termination of the IPT Merger Agreement under certain circumstances.
In connection with the execution of the IPT Merger Agreement,
AIMCO and certain shareholders of IPT entered into an agreement, dated October
1, 1998 (the "Shareholder's Agreement"), whereby AIMCO agreed that, following a
termination of the IPT Merger Agreement under certain circumstances, it will
vote its IPT Shares as follows: for the first two annual meetings of IPT
Shareholders following such a termination, in favor of designees of the
Continuing Trustees so that such designees constitute a majority of the
trustees of the IPT Board, and thereafter in favor of designees of the
Continuing Trustees so that such designees constitute one less than a majority
of the trustees of the IPT Board. The Shareholder's Agreement remains in effect
as long as AIMCO and/or its affiliates own at least 10% of the outstanding IPT
Shares, but terminates upon consummation of the IPT Merger.
The information set forth above and in Item 2 is qualified in its
entirety by reference to the IPT Merger Agreement, Irrevocable Limited Proxy,
IPT Bylaws and Shareholder's Agreement, each of which is attached hereto as
Exhibits 7.2, 7.3, 7.4 and 7.5 and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Assignment and Assumption Agreement, dated
as of October 1, 1998, between IPLP and AIMCO OP.
Exhibit 7.2 Agreement and Plan of Merger, dated as of
October 1, 1998, by and between AIMCO and IPT.
Exhibit 7.3 Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A.
Aston and Frank M. Garrison.
Exhibit 7.4 Second Amended and Restated Bylaws of IPT, dated
October 2, 1998.
Exhibit 7.5 Shareholder's Agreement, dated October 1, 1998,
among AIMCO, Andrew L. Farkas, James A. Aston and
Frank M. Garrison.
Exhibit 7.6 Agreement of Joint Filing, dated October 26,
1998, among the Reporting Persons.
8
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 26, 1998
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
9
<PAGE>
SCHEDULE I
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
AIMCO-GP AND AIMCO
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO-GP AND AIMCO. Set forth
in the table below are the name and the present principal occupations or
employment and the name, principal business and address of any corporation or
other organization in which such occupation or employment is conducted of each
of the directors and executive officers of AIMCO-GP and AIMCO. Unless otherwise
indicated, each person identified below is employed by AIMCO-GP and AIMCO. The
principal business address of each of AIMCO-GP and AIMCO and, unless otherwise
indicated, each person identified below, is 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222. The two directors of AIMCO-GP are Terry
Considine and Peter K. Kompaniez. All persons identified below are United
States citizens.
<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Terry Considine Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez Vice Chairman, President and Director
Thomas W. Toomey Executive Vice President - Finance and Administration
Joel F. Bonder Executive Vice President and General Counsel and Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
David L. Williams Executive Vice President - Property Operations
Harry G. Alcock Senior Vice President - Acquisitions
Troy D. Butts Senior Vice President and Chief Financial Officer
Martha Carlin Senior Vice President - Ancillary Services
Joseph DeTuno Senior Vice President - Property Redevelopment
Jack W. Marquardt Senior Vice President - Accounting
Leeann Morein Senior Vice President - Investor Services and Secretary
David O'Leary Senior Vice President - Buyers Access
R. Scott Wesson Senior Vice President - Chief Information Officer
Richard S. Ellwood Director; Chairman, Audit Committee
J. Landis Martin Director; Chairman, Compensation Committee
Thomas L. Rhodes Director
John D. Smith Director
</TABLE>
2. BIOGRAPHICAL INFORMATION. The following is a biographical summary
of the experience of the current directors and executive officers of AIMCO-GP
and AIMCO for the past five years or more. Directors of AIMCO are identified by
an asterisk.
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
Terry Considine* Mr. Considine has been Chairman of the Board of Directors
and Chief Executive Officer of AIMCO since July 1994. He
is the sole owner of Considine Investment Co. and prior to
July 1994 was owner of approximately 75% of Property Asset
Management,
I-1
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
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.
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
I-2
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
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.
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
I-3
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
received an A.B. from the University of Rochester and a
J.D. from Washington University School of Law.
Patrick J. Foye Mr. Foye has served as Executive Vice President of AIMCO
since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher &
Flom LLP from 1989 to 1998 and was Managing Partner of the
firm's Brussels, Budapest and Moscow offices from 1992
through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New
York State Privatization Council. He received a B.A. from
Fordham College and a J.D. from Fordham University Law
School.
Robert Ty Howard Mr. Howard was appointed Executive Vice President -
Ancillary Services in February 1998. Prior to joining
AIMCO, Mr. Howard served as an officer and/or director of
four affiliated companies, Hecco Ventures, Craig
Corporation, Reading Company and Decurion Corporation. Mr.
Howard was responsible for financing, mergers and
acquisitions activities, investments in commercial real
estate, both nationally and internationally, cinema
development and interest rate risk management. From 1983
to 1988, he was employed by Spieker Properties. Mr. Howard
received a B.A. from Amherst College, a J.D. from Harvard
Law School and an M.B.A. from Stanford University Graduate
School of Business.
Steven D. Ira Mr. Ira is a Co-Founder of AIMCO and has served as
Executive Vice President of AIMCO since July 1994.
From 1987 until July 1994, he served as President of PAM.
Prior to merging his firm with PAM in 1987, Mr. Ira
acquired extensive experience in property management.
Between 1977 and 1981 he supervised the property
management of over 3,000 apartment and mobile home units
in Colorado, Michigan, Pennsylvania and Florida, and in
1981 he joined with others to form the property management
firm of McDermott, Stein and Ira. Mr. Ira served for
several years on the National Apartment Manager
Accreditation Board and is a former president of both the
National Apartment Association and the Colorado Apartment
Association. Mr. Ira is the sixth individual elected to
the Hall of Fame of the National Apartment Association in
its 54-year history. He holds a Certified Apartment
Property Supervisor (CAPS) and a Certified Apartment
Manager designation from the National Apartment
Association, a Certified Property Manager (CPM)
designation from the National Institute of Real Estate
Management (IREM) and he is a member of the Board of
Directors of the National Multi-Housing Council, the
National Apartment Association and the Apartment
Association of Metro Denver. Mr. Ira received a B.S. from
Metropolitan State College in 1975.
I-4
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
David L. Williams Mr. Williams has been Executive Vice President -
Operations of AIMCO since January 1997. Prior to joining
AIMCO, Mr. Williams was Senior Vice President of
Operations at Evans Withycombe Residential, Inc. from
January 1996 to January 1997. Previously, he was Executive
Vice President at Equity Residential Properties Trust from
October 1989 to December 1995. He has served on National
Multi-Housing Council Boards and NAREIT committees. Mr.
Williams also served as Senior Vice President of
Operations and Acquisitions of US Shelter Corporation from
1983 to 1989. Mr. Williams has been involved in the
property management, development and acquisition of real
estate properties since 1973. Mr. Williams received his
B.A. in education and administration from the University
of Washington in 1967.
Harry G. Alcock Mr. Alcock has served as Vice President since July 1996,
and was promoted to Senior Vice President - Acquisitions
in October 1997, with responsibility for acquisition and
financing activities since July 1994. From June 1992 until
July 1994, Mr. Alcock served as Senior Financial Analyst
for PDI and HFC. From 1988 to 1992, Mr. Alcock worked for
Larwin Development Corp., a Los Angeles based real estate
developer, with responsibility for raising debt and joint
venture equity to fund land acquisitions and development.
From 1987 to 1988, Mr. Alcock worked for Ford Aerospace
Corp. He received his B.S. from San Jose State University.
Troy D. Butts Mr. Butts has served as Senior Vice President and Chief
Financial Officer of AIMCO since November 1997. Prior to
joining AIMCO, Mr. Butts served as a Senior Manager in the
audit practice of the Real Estate Services Group for
Arthur Andersen LLP in Dallas, Texas. Mr. Butts was
employed by Arthur Andersen LLP for ten years and his
clients were primarily publicly-held real estate
companies, including office and multi-family real estate
investment trusts. Mr. Butts holds a Bachelor of Business
Administration degree in Accounting from Angelo State
University and is a Certified Public Accountant.
Martha Carlin Ms. Carlin has served as Vice President since September
1996 and was promoted to Senior Vice President - Ancillary
Services in December 1997. From December 1995 until
September 1996, Ms. Carlin served as Chief Financial
Officer for Wentwood Investment Partners. Ms. Carlin was
employed by Arthur Andersen LLP for six years, with a
primary focus in real estate. Ms. Carlin was also employed
by MCI Communications and Lincoln Property Company. Ms.
Carlin received a B.S. from the University of Kentucky and
is a certified public accountant.
I-5
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
Joseph DeTuno Mr. DeTuno has been Senior Vice President - Property
Redevelopment of AIMCO since September 1997. Mr. DeTuno
was president and founder of JD Associates, his own full
service real estate consulting, advisory and project
management company which he founded in 1990. JD Associates
provided development management, financial analysis,
business plan preparation and implementation services.
Previously, Mr. DeTuno served as President/Partner of
Gulfstream Commercial Properties, President and
Co-managing Partner of Criswell Development Company, Vice
President of Crow Hotel and Company and Project Director
with Perkins & Will Architects and Planners. Mr. DeTuno
received his B.A. in architecture and is a registered
architect in Illinois and Texas.
Jack W. Marquardt Mr. Marquardt has been Senior Vice President - Accounting
of AIMCO since September 1997. Mr. Marquardt brings over
17 years of real estate accounting experience to AIMCO.
From October 1992 through August 1997, Mr. Marquardt
served as Vice President/Corporate Controller and Manager
of Data Processing for Transwestern Property Company,
where he was responsible for corporate accounting, tax,
treasury services and computer systems. From August 1986
through September 1992, Mr. Marquardt worked in the real
estate accounting area of Aetna Realty Investors, Inc.
serving as Regional Controller from April 1990 through
September 1992. Mr. Marquardt received a B.S. in Business
Administration/Finance from Ohio State University.
Leeann Morein Ms. Morein has served as Senior Vice President - Investor
Services since November 1997. Ms. Morein has served as
Secretary of AIMCO since July 1994. From July 1994 until
October 1997 Ms. Morein also served as Chief Financial
Officer. From September 1990 to March 1994, Ms. Morein
served as Chief Financial Officer of the real estate
subsidiaries of California Federal Bank, including the
general partner of CF Income Partners, L.P., a
publicly-traded master limited partnership. Ms. Morein
joined California Federal in September 1988 as Director of
Real Estate Syndications Accounting and became Vice
President-Financial Administration in January 1990. From
1983 to 1988, Ms. Morein was Controller of Storage
Equities, Inc., a real estate investment trust, and from
1981 to 1983, she was Director of Corporate Accounting for
Angeles Corporation, a real estate syndication firm. Ms.
Morein worked on the audit staff of Price Waterhouse from
1979 to 1981. Ms. Morein received a B.A. from Pomona
College and is a Certified Public Accountant.
David O'Leary Mr. O'Leary has been President of Property Services Group,
Inc., an AIMCO subsidiary since December 1997. Property
Services Group, Inc. administers the Buyers Access
program.
I-6
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
From 1993 until 1997, Mr. O'Leary served as Regional Vice
President and Senior Vice President for Property Services
Group, Inc., with responsibility for program marketing and
sales. From 1981 to 1993 Mr. O'Leary served as Vice
President and Executive Vice President for Commonwealth
Pacific Inc., a privately held real estate investment and
management firm based in Seattle, Washington. During his
tenure with Commonwealth Pacific, Inc., Mr. O'Leary was
responsible for acquisitions, dispositions, development,
and asset management from offices located in Houston and
Dallas, Texas, Atlanta, Georgia and Seattle, Washington.
Mr. O'Leary also served as Vice President for Johnstown
American Companies, directing acquisition activities for
the Northeast United States. Mr. O'Leary received his B.A.
Degree from the University of Utah in 1979.
R. Scott Wesson Mr. Wesson has served as Senior Vice President - Chief
Information Officer of AIMCO since July 1997. From 1994
until 1997, Mr. Wesson served as Vice President of
Information Services at Lincoln Property Company, where he
was responsible for information systems infrastructure,
technology planning and business process re-engineering.
From 1992 to 1994, Mr. Wesson served in the role of
Director of Network Services for Lincoln Property Company,
where he was responsible for the design and deployment of
the company's Wide Area Network and Local Area Networks,
comprising over 2,500 workstations in over 40 locations
nationwide. From 1988 to 1992, he was a systems consultant
with Automatic Data Processing involved in design,
planning and deployment of financial and human resources
systems for several major, multinational organizations.
From 1984 to 1987, he was a Senior Analyst with Federated
Department Stores, Inc. involved in planning and
distribution. Mr. Wesson received his B.S. from the
University of Texas in 1984.
Richard S. Ellwood* Mr. Ellwood was appointed a Director of AIMCO in July
12 Auldwood Lane 1994 and is currently Chairman of the Audit Committee.
Rumson, NJ 07760 Mr. Ellwood is the founder and President of R.S. Ellwood
& Co., Incorporated, a real estate investment banking
firm. Prior to forming R.S. Ellwood & Co., Incorporated in
1987, Mr. Ellwood had 31 years experience on Wall Street
as an investment banker, serving as: Managing Director and
senior banker at Merrill Lynch Capital Markets from 1984
to 1987; Managing Director at Warburg Paribas Becker from
1978 to 1984; general partner and then Senior Vice
President and a director at White, Weld & Co. from 1968 to
1978; and in various capacities at J.P. Morgan & Co. from
1955 to 1968. Mr. Ellwood currently serves as a director
of FelCor Suite Hotels, Inc. and Florida East Coast
Industries, Inc.
I-7
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
- ---- ---------------------------------------------
J. Landis Martin* Mr. Martin was appointed a Director of AIMCO in July
1999 Broadway 1994 and became Chairman of the Compensation Committee
Suite 4300 in March 1998. Mr. Martin has served as President and
Denver, CO 80202 Chief Executive Officer and a Director of NL
Industries, Inc., a manufacturer of titanium dioxide,
since 1987. Mr. Martin has served as Chairman of
Tremont Corporation, a holding company operating
through its affiliates Titanium Metals
Corporation ("TIMET") and NL Industries, Inc.,
since 1990 and as Chief Executive Officer and a
director of Tremont since 1998. Mr. Martin has
served as Chairman of Timet, an integrated producer
of titaniu m, since 1987 and Chief Executive
Officer since January 1995. From 1990 until its
acquisition by Dresser Industries, Inc. ("Dresser")
in 1994, Mr. Martin served as Chairman of the Board
and Chief Executive Officer of Baroid Corporation,
an oilfield services company. In addition to
Tremont, NL and TIMET, Mr. Martin is a director of
Dresser, which is engaged in the petroleum
services, hydrocarbon and engineering industries.
Thomas L. Rhodes* Mr. Rhodes was appointed a Director of AIMCO in July
215 Lexington Avenue 1994.Mr. Rhodes has served as the President and a
4th Floor Director of National Review magazine since November 30,
New York, NY 10016 1992, wherehe has also served as a Director since 1998.
From 1976 to 1992, he held various positions at
Goldman, Sachs & Co. and was elected a General Partner
in 1986 and served as a General Partner from 1987 until
November 27, 1992. He is currently Co-Chairman of the
Board, Co-Chief Executive Officer and a Director of
Commercial Assets Inc. and Asset Investors Corporation.
He also serves as a Director of Delphi Financial Group,
Inc. and its subsidiaries, Delphi International Ltd.,
Oracle Reinsurance Company, and the Lynde and Harry
Bradley Foundation. Mr. Rhodes is Chairman of the
Empire Foundation for Policy Research, a Founder and
Trustee of Change NY, a Trustee of The Heritage
Foundation, and a Trustee of the Manhattan Institute.
John D. Smith* Mr. Smith was appointed a Director of AIMCO in November
3400 Peachtree Road 1994. Mr. Smith is Principal and President of John D.
Suite 831 Smith Developments. Mr. Smith has been a shopping
Atlanta, GA 30326 center developer, owner and consultant for over 8.6
million squarefeet 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.
I-8
<PAGE>
SCHEDULE II
TRANSACTIONS IN THE UNITS
EFFECTED IN THE PAST 60 DAYS
Number of Price
Date Unit Purchased Per Unit
---- -------------- --------
8/17/98 60.00 $200.83
8/17/98 15.00 134.00
II-1
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- ------------
7.1 Assignment and Assumption Agreement, dated as of
October 1, 1998, between IPLP and AIMCO OP
(incorporated by reference to Exhibit (c)(1) to
Amendment No. 8 to the Tender Offer Statement on
Schedule 14D-1 filed by Cooper River Properties,
L.L.C., IPLP, IPT and AIMCO on October 19, 1998 with
respect to Consolidated Capital Institutional
Properties).
7.2 Agreement and Plan of Merger, dated as of October 1,
1998, by and between AIMCO and IPT (incorporated by
reference to Exhibit 2.1 of IPT's Current Report on
Form 8-K, File No. 1-14179, dated October 1, 1998).
7.3 Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston
and Frank M. Garrison (incorporated by reference to
Exhibit 99.1 of IPT's Current Report on Form 8-K,
File No. 1- 14179, dated October 1, 1998).
7.4 Second Amended and Restated Bylaws of IPT, dated
October 2, 1998 (incorporated by reference to Exhibit
3.2 of IPT's Current Report on Form 8-K, File No.
1-14179, dated October 1, 1998).
7.5 Shareholders' Agreement, dated October 1, 1998,
among AIMCO, Andrew L. Farkas, James A. Aston and
Frank M. Garrison (incorporated by reference to
Exhibit 99.2 of IPT's Current Report on Form 8-K,
File No. 1-14179, dated October 1, 1998).
7.6 Agreement of Joint Filing, dated October 26, 1998,
among the Reporting Persons.
19
<PAGE>
EXHIBIT 7.6
AGREEMENT OF JOINT FILING
AIMCO Properties, L.P., AIMCO-GP, Inc. and Apartment Investment and
Management Company agree that the amendment to the Statement on Schedule 13D to
which this Agreement is attached as an exhibit, and all future amendments to
this Statement, shall be filed on behalf of each of them. This Agreement is
intended to satisfy Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Dated: October 26, 1998
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
By: /s/ PATRICK J. FOYE
----------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
----------------------
Patrick J. Foye
Executive Vice President
