<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
-------------------------------------
DAVIDSON INCOME REAL ESTATE, L.P.
(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
-------------------------------------
JANUARY 25, 1999
(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 25 Pages)
<PAGE> 2
<TABLE>
<S> <C>
- --------------------------------- -------------------------------
CUSIP No. NONE 13D Page 2 of 25
--------
- --------------------------------- -------------------------------
============ =======================================================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
COOPER RIVER PROPERTIES, L.L.C.
============ =======================================================================================================
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
============ =======================================================================================================
3.
SEC USE ONLY
============ =======================================================================================================
4.
SOURCE OF FUNDS
AF
============ =======================================================================================================
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|_|
============ =======================================================================================================
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
========================= ======= ==================================================================================
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
======= ==================================================================================
8.
SHARED VOTING POWER
3,835
======= ==================================================================================
9.
SOLE DISPOSITIVE POWER
0
======= ==================================================================================
10.
SHARED DISPOSITIVE POWER
3,835
============ =======================================================================================================
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,398
============ =======================================================================================================
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
============ =======================================================================================================
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
============ =======================================================================================================
14.
TYPE OF REPORTING PERSON
OO
============ =======================================================================================================
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
- --------------------------------- -------------------------------
CUSIP No. NONE 13D Page 3 of 25
--------
- --------------------------------- -------------------------------
============ =======================================================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
INSIGNIA PROPERTIES, L.P.
============ =======================================================================================================
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
============ =======================================================================================================
3.
SEC USE ONLY
============ =======================================================================================================
4.
SOURCE OF FUNDS
WC
============ =======================================================================================================
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|_|
============ =======================================================================================================
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
========================= ======= ==================================================================================
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
======= ==================================================================================
8.
SHARED VOTING POWER
3,835
======= ==================================================================================
9.
SOLE DISPOSITIVE POWER
0
======= ==================================================================================
10.
SHARED DISPOSITIVE POWER
3,835
============ =======================================================================================================
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,398
============ =======================================================================================================
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
============ =======================================================================================================
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
============ =======================================================================================================
14.
TYPE OF REPORTING PERSON
PN
============ =======================================================================================================
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
- --------------------------------- -------------------------------
CUSIP No. NONE 13D Page 4 of 25
--------
- --------------------------------- -------------------------------
============ =======================================================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
INSIGNIA PROPERTIES TRUST
============ =======================================================================================================
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
============ =======================================================================================================
3.
SEC USE ONLY
============ =======================================================================================================
4.
SOURCE OF FUNDS
NOT APPLICABLE
============ =======================================================================================================
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|_|
============ =======================================================================================================
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
========================= ======= ==================================================================================
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
======= ==================================================================================
8.
SHARED VOTING POWER
3,835
======= ==================================================================================
9.
SOLE DISPOSITIVE POWER
0
======= ==================================================================================
10.
SHARED DISPOSITIVE POWER
3,835
============ =======================================================================================================
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,398
============ =======================================================================================================
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
============ =======================================================================================================
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
============ =======================================================================================================
14.
TYPE OF REPORTING PERSON
OO
============ =======================================================================================================
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
- --------------------------------- -------------------------------
CUSIP No. NONE 13D Page 5 of 25
--------
- --------------------------------- -------------------------------
============ =======================================================================================================
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
============ =======================================================================================================
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|X|
============ =======================================================================================================
3.
SEC USE ONLY
============ =======================================================================================================
4.
SOURCE OF FUNDS
NOT APPLICABLE
============ =======================================================================================================
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|_|
============ =======================================================================================================
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
========================= ======= ==================================================================================
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
======= ==================================================================================
8.
SHARED VOTING POWER
4,398
======= ==================================================================================
9.
SOLE DISPOSITIVE POWER
0
======= ==================================================================================
10.
SHARED DISPOSITIVE POWER
4,398
============ =======================================================================================================
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,398
============ =======================================================================================================
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
============ =======================================================================================================
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
============ =======================================================================================================
14.
TYPE OF REPORTING PERSON
CO
============ =======================================================================================================
</TABLE>
<PAGE> 6
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to units of
limited partnership interest ("Units") in Davidson Income Real Estate, L.P., a
Delaware limited partnership (the "Partnership"), whose principal executive
offices are located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado
80222.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Statement is being filed by Cooper River Properties, L.L.C., a
Delaware limited liability company ("Cooper River"), Insignia Properties, L.P.,
a Delaware limited partnership ("IPLP"), Insignia Properties Trust, a Maryland
real estate investment trust ("IPT") and Apartment Investment and Management
Company, a Maryland corporation ("AIMCO") (Cooper River, IPLP, IPT and AIMCO are
sometimes collectively referred to in this Statement as the "Reporting
Persons"). The principal business address of each of the Reporting Persons is
located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.
Cooper River, IPLP and IPT. IPLP is the managing member of Cooper River.
IPT is the sole general partner (owning approximately 70% of the total equity
interests) and AIMCO Properties, L.P. ("AIMCO OP") is the sole limited partner
(owning approximately 30% of the total equity interests) of IPLP. For certain
information regarding the trustees and executive officers of IPT, see Schedule I
to this Statement.
AIMCO. AIMCO was formed on January 10, 1994 and currently is one of the
largest owners and managers of multifamily apartment properties in the United
States, based on apartment unit data compiled by the National Multi Housing
Council as of January 1, 1998. As of June 30, 1998, AIMCO, through its
subsidiaries, owned or controlled 58,345 units in 210 apartment communities and
had an equity interest in 74,318 units in 478 apartment communities. In
addition, AIMCO managed 68,248 units in 357 apartment communities for third
parties and affiliates, for an aggregate portfolio of owned and managed
properties of 200,911 units in 1,045 apartment communities. The apartment
communities are located in 42 states, the District of Columbia and Puerto Rico.
AIMCO has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes.
On October 1, 1998, AIMCO acquired substantially all of the residential
assets and ownership interests (including its controlling interest in IPT) of
Insignia Financial Group, Inc. ("Insignia") pursuant to the merger of Insignia
with and into AIMCO, with AIMCO being the surviving entity (the "AIMCO Merger").
Insignia was a fully integrated real estate services organization specializing
in the ownership and operation of securitized real estate assets, and was the
largest manager of multifamily residential properties in the United States as of
January 1, 1998. As of the consummation of the AIMCO Merger, Insignia provided,
among other things, property and/or asset management services for over 3,800
properties, including approximately 272,000 residential units. Following the
AIMCO Merger, AIMCO operates more than 2,000 properties, including nearly
400,000 apartment units serving approximately one million residents.
For certain information regarding the directors and executive officers of
AIMCO, see Schedule II to this Statement.
(d)-(e) During the past five years none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the persons listed on
Schedules I and II, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
6
<PAGE> 7
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in the Reporting Persons or any of the persons listed on Schedules I
and II being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Cooper River obtained the $1,242,540.00 required to purchase the Units and
to pay related fees and expenses from IPLP through capital contributions. IPLP
in turn received such funds from AIMCO, which used its cash from operations and
equity issuances.
ITEM 4. PURPOSE OF THE TRANSACTION.
IPT, through Cooper River, has acquired Units in order to increase its
equity interest in the Partnership, primarily for investment purposes and with a
view toward making a profit. IPT and/or persons related to or affiliated with it
may acquire additional Units. Any such acquisition may be at a price higher than
the price paid for the Units, and may be for cash or other consideration. AIMCO
is presently considering whether it will engage in one or more exchange offers
or tender offers for Units. A registration statement relating to an exchange
offer for these securities has been filed with the Securities and Exchange
Commission but has not yet become effective. As a result, there is a substantial
likelihood that, within a short time, AIMCO OP will offer to acquire Units in
exchange for cash, preferred units or common units of limited partnership
interests in AIMCO. If such an offer is made, the holders of Units in the
Partnership will be able to elect the consideration they will receive. While
such an exchange offer is probable, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur. Notwithstanding the
above, these securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. In addition, the
information set forth above shall not constitute an offer to sell or the
solicitation of an offer to buy.
AIMCO also expects that it will consider other means of acquiring
additional Units, including through further cash tender offers, negotiated
purchases or otherwise. AIMCO and IPT also may consider disposing of some or all
of the Units Cooper River has acquired, either directly or by sale or other
disposition of one or more interests in IPT or IPLP, depending among other
things on the requirements from time to time of AIMCO, IPT and their affiliates
in light of liquidity, strategic, tax and other considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Cooper River directly owns 3,835 Units and AIMCO indirectly owns
563 Units (held directly by AIMCO OP) representing approximately 14.3% and 2.1%,
respectively, or a total of 16.4% of the outstanding Units based on the 26,776
Units outstanding at January 1, 1999.
IPLP, IPT and AIMCO may be deemed to beneficially own the Units directly
owned by Cooper River by reason of each of IPLP's, IPT's and AIMCO's
relationship with Cooper River. Cooper River is a wholly-owned subsidiary of
IPLP. IPT is the sole general partner (owning approximately 70% of the total
equity interests) and AIMCO OP is the sole limited partner (owning approximately
30% of the total equity interests) of IPLP. AIMCO currently owns approximately
51% of the outstanding common shares of IPT, with the right to acquire up to
approximately 65% of such shares.
7
<PAGE> 8
Accordingly, for purposes of this Statement: (i) Cooper River is reporting
that it shares the power to vote or direct the vote and the power to dispose or
direct the disposition of the 3,835 Units directly owned by it; (ii) IPLP and
IPT are reporting that they each share the power to vote or direct the vote and
the power to dispose or direct the disposition of the 3,835 Units directly held
by Cooper River; and (iii) AIMCO is reporting that it shares the power to vote
or direct the vote and the power to dispose or direct the disposition of the
3,835 Units directly held by Cooper River and the 563 Units directly held by
AIMCO OP.
(c) Pursuant to a tender offer that commenced on August 27, 1998 and
expired on December 31, 1998, Cooper River acquired a total of 3,835 Units on
January 25, 1999, representing approximately 14.3% of the outstanding Units, at
a purchase price of $324.00 per Unit.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On October 1, 1998, AIMCO and IPT entered into an agreement and plan of
merger (the "IPT Merger Agreement"), which provides for, among other things, (a)
the merger of IPT with and into AIMCO, with AIMCO being the surviving
corporation, or (b) the merger of a subsidiary of AIMCO with and into IPT, with
IPT being the surviving corporation (collectively, the "IPT Merger"). The IPT
Merger Agreement provides that, upon consummation of the IPT Merger,
shareholders of IPT (the "IPT Shareholders") will receive $13.25 per common
share of beneficial ownership, $.01 par value per share (the "Shares"), of IPT
in cash, or $13.28 per Share in shares of common stock of AIMCO, at AIMCO's
option.
The IPT Merger is subject to the approval of the IPT Shareholders,
regulatory approvals, and the satisfaction or waiver of various other
conditions. AIMCO has agreed to vote all Shares owned by it in favor of the IPT
Merger Agreement and the transactions contemplated thereby, and granted certain
members of the Board of Trustees of IPT (the "IPT Board") an irrevocable proxy
(the "Irrevocable Limited Proxy") to vote all Shares held by AIMCO at all
meetings of IPT Shareholders, and in every written consent in lieu of such
meetings, in favor of approval of the IPT Merger and any matter that could
reasonably be expected to facilitate the IPT Merger. Each grantee under the
Irrevocable Limited Proxy explicitly agreed in writing to vote all Shares
subject to the Irrevocable Limited Proxy in favor of the IPT Merger. The
Irrevocable Limited Proxy will terminate upon the earlier of (a) January 1, 2002
and (b) the consummation of the IPT Merger.
The board of directors of AIMCO and the IPT Board may agree in writing to
terminate the IPT Merger Agreement without completing the IPT Merger. The IPT
Merger Agreement may also be terminated in certain other circumstances.
If the IPT Merger is not completed, AIMCO will continue to control the
majority of outstanding Shares. However, certain transactions involving AIMCO
and IPT that occur between the effective time of the IPT Merger and the
termination of the IPT Merger Agreement between AIMCO and IPT, including the
acquisition by AIMCO of assets of IPLP and interests in partnerships controlled
by IPT, will be unwound.
The IPT Merger Agreement also provides that Andrew L. Farkas, James A.
Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrmann will continue
to serve as trustees of IPT (collectively, the "Continuing Trustees") until the
earlier of the closing of the IPT Merger or the termination of the IPT Merger
Agreement. Pursuant to the IPT Merger Agreement and the Bylaws of
8
<PAGE> 9
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 is qualified in its entirety by reference
to the IPT Merger Agreement, Irrevocable Limited Proxy, IPT Bylaws and
Shareholder's Agreement, each of which is attached hereto as Exhibits 7.1, 7.2,
7.3 and 7.4 and incorporated herein by reference.
9
<PAGE> 10
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Agreement and Plan of Merger, dated as of October 1, 1998, by
and between AIMCO and IPT.
Exhibit 7.2 Irrevocable Limited Proxy, dated October 1, 1998, granted by
AIMCO to Andrew L. Farkas, James A. Aston and Frank M.
Garrison.
Exhibit 7.3 Second Amended and Restated Bylaws of IPT, dated October 2,
1998.
Exhibit 7.4 Shareholder's Agreement, dated October 1, 1998, among AIMCO,
Andrew L. Farkas, James A. Aston and Frank M. Garrison.
Exhibit 7.5 Agreement of Joint Filing, dated January 29, 1999, among the
Reporting Persons.
10
<PAGE> 11
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 29, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
----------------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
----------------------------------------
Patrick J. Foye
Executive Vice President
11
<PAGE> 12
SCHEDULE I
INFORMATION REGARDING THE
TRUSTEES AND EXECUTIVE OFFICERS OF IPT
Set forth in the table below are the name and the present principal
occupations or employment and the name, principal business and address of
any corporation or other organization in which such occupation or
employment is conducted of each of the trustees and executive officers of
IPT. Each person identified below is employed by IPT, unless otherwise
indicated, and is a United States citizen. The principal business address
of IPT and, unless otherwise indicated, the business address of each person
identified below, is 1873 South Bellaire Street, 17th Floor, Denver,
Colorado 80222. Trustees are identified by an asterisk.
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
<S> <C>
Terry Considine* Terry Considine has served as a Trustee
and as Chairman of the Board of Trustees
and Chief Executive Officer of IPT since
October 1, 1998. For additional
information concerning Mr. Considine,
see Schedule II.
Peter. K. Kompaniez* Peter K. Kompaniez has served as
President and a Trustee of IPT since
October 1, 1998. For additional
information concerning Mr. Kompaniez,
see Schedule II.
Thomas W. Toomey* Thomas W. Toomey has served as Executive
Vice President -- Finance and a Trustee
of IPT since October 1, 1998. For
additional information concerning Mr.
Toomey, see Schedule II.
Joel F. Bonder Joel F. Bonder has served as Executive
Vice President and General Counsel of
IPT since October 1, 1998. For
additional information concerning Mr.
Bonder, see Schedule II.
Jeffrey P. Cohen Jeffrey P. Cohen has served as Secretary
of IPT since October 1, 1998. Mr. Cohen
currently serves as a Senior Vice
President of Insignia Financial Group,
Inc. ("Insignia").
Patrick J. Foye* Patrick J. Foye has served as Executive
Vice President and a Trustee of IPT
since October 1, 1998. For additional
information concerning Mr. Foye, see
Schedule II.
Robert Ty Howard Robert Ty Howard has served as Executive
Vice President -- Ancillary Services of
IPT since October 1, 1998. For
additional information concerning Mr.
Howard, see Schedule II.
Steven D. Ira* Steven D. Ira has served as Executive
Vice President and a Trustee of IPT
since October 1, 1998. For additional
information concerning Mr. Ira, see
Schedule II.
</TABLE>
I-1
<PAGE> 13
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
<S> <C>
David L. Williams David L. Williams has served as
Executive Vice President -- Property
Operations of IPT since October 1, 1998.
For additional information concerning
Mr. Williams, see Schedule II.
Harry G. Alcock* Harry G. Alcock has served as Senior
Vice President -- Acquisitions and a
Trustee of IPT since October 1, 1998.
For additional information concerning
Mr. Alcock, see Schedule II.
Troy D. Butts Troy D. Butts has served as Senior Vice
President and Chief Financial Officer of
IPT since October 1, 1998. For
additional information concerning Mr.
Butts, see Schedule II.
Andrew L. Farkas* Andrew L. Farkas currently serves as a
375 Park Avenue Continuing Trustee of IPT since October
Suite 3401 1, 1998. Mr. Farkas' present principal
New York, New York 10152 occupation is to serve as the Chairman
of the Board and Chief Executive Officer
of Insignia, which is the parent company
of an international real estate
organization specializing in commercial
real estate services, single-family
brokerage and mortgage origination,
condominium and cooperative apartment
management, equity co-investment and
other services.
James A. Aston* James A. Aston currently serves as a
15 South Main Street Continuing Trustee of IPT since October
Greenville, South Carolina 29601 1, 1998. Mr. Aston's present principal
occupation is to serve as Chief
Financial Officer and member of the
Office of the Chairman of Insignia.
Frank M Garrison* Frank M. Garrison currently serves as a
102 Woodmont Boulevard Continuing Trustee of IPT since October
Suite 400 1, 1998. Mr. Garrison's present
Nashville, Tennessee 37205 principal occupation is as a member of
the Office of the Chairman of Insignia.
Bryan L. Herrmann* Bryan L. Herrmann currently serves as a
5043 Gould Avenue Continuing Trustee of IPT since October
La Canada, California 91011 1, 1998. Mr. Herrmann's present
principal occupation is as an investment
banker and Chairman and Chief Executive
Officer of Base Camp 9 Corp., since
1990. Mr. Herrman served as a Trustee,
Chairman of the Compensation Committee
and member of the Executive Committee of
the Board of Trustees of Angeles
Mortgage Investment Trust from 1994
until September 1998. In addition to his
duties at Base Camp 9 Corp., from 1992
to 1994, Mr. Herrmann served as Chief
Executive Officer of Spaulding
Composites Company and is currently a
member of its board of directors. Since
1984 Mr. Herrmann has been the general
partner of MOKG 1984 Investment Partners
Ltd. Mr. Herrmann is a member of the
board of directors of Wynn's
International, Inc., a New York Stock
Exchange Company.
</TABLE>
I-2
<PAGE> 14
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION
- ---- ----------------------------
<S> <C>
Warren M. Eckstein* Warren M. Eckstein currently serves as a
Warburg Dillon Read Continuing Trustee of IPT since October
535 Madison Avenue 1, 1998. Mr. Eckstein's present
6th Floor principal occupation is as Managing
New York, New York 10022 Director -- Investment Banking of Paine
Webber Incorporated, since October 1996.
Prior to October 1996, Mr. Eckstein
served as Senior Vice President,
Investment Banking, of Dillon, Reed &
Co., Inc.
</TABLE>
I-3
<PAGE> 15
SCHEDULE II
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
AIMCO
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO. Set forth in the table below are
the name and the present principal occupations or employment and the name,
principal business and address of any corporation or other organization in which
such occupation or employment is conducted of each of the directors and
executive officers of AIMCO. Unless otherwise indicated, each person identified
below is employed by AIMCO. The principal business address of AIMCO and, unless
otherwise indicated, each person identified below, is 1873 South Bellaire
Street, 17th Floor, Denver, Colorado 80222. All persons identified below are
United States citizens.
<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Terry Considine Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez Vice Chairman, President and Director
Thomas W. Toomey Executive Vice President - Finance and Administration
Joel F. Bonder Ex Executive Vice President and General Counsel and Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
David L. Williams Executive Vice President - Property Operations
Harry G. Alcock Senior Vice President - Acquisitions
Troy D. Butts Senior Vice President and Chief Financial Officer
Martha Carlin Senior Vice President - Ancillary Services
Joseph DeTuno Senior Vice President - Property Redevelopment
Jack W. Marquardt Senior Vice President - Accounting
Leeann Morein Senior Vice President - Investor Services and Secretary
David O'Leary Senior Vice President - Buyers Access
R. Scott Wesson Senior Vice President - Chief Information Officer
Richard S. Ellwood Director; Chairman, Audit Committee
J. Landis Martin Director; Chairman, Compensation Committee
Thomas L. Rhodes Director
John D. Smith Director
</TABLE>
II-1
<PAGE> 16
2. BIOGRAPHICAL INFORMATION. The following is a biographical summary of the
experience of the current directors and executive officers of AIMCO for the past
five years or more. Directors of AIMCO are identified by an asterisk.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Terry Considine* Mr. Considine has been Chairman of the Board
of Directors and Chief Executive Officer of
AIMCO since July 1994. He is the sole owner
of Considine Investment Co. and prior to July
1994 was owner of approximately 75% of
Property Asset Management, L.L.C., a Colorado
limited liability company, and its related
entities (collectively, "PAM"), one of
AIMCO's predecessors. On October 1, 1996, Mr.
Considine was appointed Co-Chairman and
director of Asset Investors Corp. and
Commercial Asset Investors, Inc., two other
public real estate investment trusts, and
appointed as a director of Financial Assets
Management, LLC, a real estate investment
trust manager. Mr. Considine has been
involved as a principal in a variety of real
estate activities, including the acquisition,
renovation, development and disposition of
properties. Mr. Considine has also controlled
entities engaged in other businesses such as
television broadcasting, gasoline
distribution and environmental laboratories.
Mr. Considine received a B.A. from Harvard
College, a J.D. from Harvard Law School and
is admitted as a member of the Massachusetts
Bar. Mr. Considine has had substantial
multifamily real estate experience. From 1975
through July 1994, partnerships or other
entities in which Mr. Considine had
controlling interests invested in
approximately 35 multifamily apartment
properties and commercial real estate
properties. Six of these real estate assets
(four of which were multifamily apartment
properties and two of which were office
properties) did not generate sufficient cash
flow to service their related indebtedness
and were foreclosed upon by their lenders,
causing pre-tax losses of approximately $11.9
million to investors and losses of
approximately $2.7 million to Mr. Considine.
</TABLE>
II-2
<PAGE> 17
<TABLE>
<S> <C>
Peter K. Kompaniez* Mr. Kompaniez has been Vice Chairman,
President and a director of AIMCO since July
1994. Since September 1993, Mr. Kompaniez has
owned 75% of PDI Realty Enterprises, Inc., a
Delaware corporation ("PDI"), one of AIMCO's
predecessors, and serves as its President and
Chief Executive Officer. From 1986 to 1993,
he served as President and Chief Executive
Officer of Heron Financial Corporation
("HFC"), a United States holding company for
Heron International, N.V.'s real estate and
related assets. While at HFC, Mr. Kompaniez
administered the acquisition, development and
disposition of approximately 8,150 apartment
units (including 6,217 units that have been
acquired by the AIMCO) and 3.1 million square
feet of commercial real estate. Prior to
joining HFC, Mr. Kompaniez was a senior
partner with the law firm of Loeb and Loeb
where he had extensive real estate and REIT
experience. Mr. Kompaniez received a B.A.
from Yale College and a J.D. from the
University of California (Boalt Hall). The
downturn in the real estate markets in the
late 1980s and early 1990s adversely affected
the United States real estate operations of
Heron International N.V. and its subsidiaries
and affiliates (the "Heron Group"). During
this period from 1986 to 1993, Mr. Kompaniez
served as President and Chief Executive
Officer of Heron Financial Corporation
("HFC"), and as a director or officer of
certain other Heron Group entities. In 1993,
HFC, its parent Heron International, and
certain other members of the Heron Group
voluntarily entered into restructuring
agreements with separate groups of their
United States and international creditors.
The restructuring agreement for the United
States members of the Heron Group generally
provided for the joint assumption of certain
liabilities and the pledge of unencumbered
assets in support of such liabilities for the
benefit of their United States creditors. As
a result of the restructuring, the operations
and assets of the United States members of
the Heron Group were generally separated from
those of Heron International and its
non-United States subsidiaries. At the
conclusion of the restructuring, Mr.
Kompaniez commenced the operations of PDI,
which was engaged to act as asset and
corporate manager of the continuing United
States operations of HFC and the other United
States Heron Group members for the benefit of
the United States creditors. In connection
with certain transactions effected at the
time of the initial public offering of AIMCO
Common Stock, Mr. Kompaniez was appointed
Vice Chairman of AIMCO and substantially all
of the property management assets of PDI were
transferred or assigned to AIMCO.
</TABLE>
II-3
<PAGE> 18
<TABLE>
<S> <C>
Thomas W. Toomey Mr. Toomey has served as Senior Vice
President - Finance and Administration of
AIMCO since January 1996 and was promoted to
Executive Vice-President-Finance and
Administration in March 1997. From 1990 until
1995, Mr. Toomey served in a similar capacity
with Lincoln Property Company ("LPC") as well
as Vice President/Senior Controller and
Director of Administrative Services of
Lincoln Property Services where he was
responsible for LPC's computer systems,
accounting, tax, treasury services and
benefits administration. From 1984 to 1990,
he was an audit manager with Arthur Andersen
& Co. where he served real estate and banking
clients. From 1981 to 1983, Mr. Toomey was on
the audit staff of Kenneth Leventhal &
Company. Mr. Toomey received a B.S. in
Business Administration/Finance from Oregon
State University and is a Certified Public
Accountant.
Joel F. Bonder Mr. Bonder was appointed Executive Vice
President and General Counsel of AIMCO
effective December 8, 1997. Prior to joining
AIMCO, Mr. Bonder served as Senior Vice
President and General Counsel of NHP from
April 1994 until December 1997. Mr. Bonder
served as Vice President and Deputy General
Counsel of NHP from June 1991 to March 1994
and as Associate General Counsel of NHP from
1986 to 1991. From 1983 to 1985, Mr. Bonder
was with the Washington, D.C. law firm of
Lane & Edson, P.C. From 1979 to 1983, Mr.
Bonder practiced with the Chicago law firm of
Ross and Hardies. Mr. Bonder received an A.B.
from the University of Rochester and a J.D.
from Washington University School of Law.
Patrick J. Foye Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to
joining AIMCO, Mr. Foye was a partner in the
law firm of Skadden, Arps, Slate, Meagher &
Flom LLP from 1989 to 1998 and was Managing
Partner of the firm's Brussels, Budapest and
Moscow offices from 1992 through 1994. Mr.
Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member
of the New York State Privatization Council.
He received a B.A. from Fordham College and a
J.D. from Fordham University Law School.
</TABLE>
II-4
<PAGE> 19
<TABLE>
<S> <C>
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.
</TABLE>
II-5
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C>
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.
</TABLE>
II-6
<PAGE> 21
<TABLE>
<S> <C>
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.
</TABLE>
II-7
<PAGE> 22
<TABLE>
<S> <C>
David O'Leary Mr. O'Leary has been President of Property
Services Group, Inc., an AIMCO subsidiary
since December 1997. Property Services Group,
Inc. administers the Buyers Access program.
From 1993 until 1997, Mr. O'Leary served as
Regional Vice President and Senior Vice
President for Property Services Group, Inc.,
with responsibility for program marketing and
sales. From 1981 to 1993 Mr. O'Leary served
as Vice President and Executive Vice
President for Commonwealth Pacific Inc., a
privately held real estate investment and
management firm based in Seattle, Washington.
During his tenure with Commonwealth Pacific,
Inc., Mr. O'Leary was responsible for
acquisitions, dispositions, development, and
asset management from offices located in
Houston and Dallas, Texas, Atlanta, Georgia
and Seattle, Washington. Mr. O'Leary also
served as Vice President for Johnstown
American Companies, directing acquisition
activities for the Northeast United States.
Mr. O'Leary received his B.A. Degree from the
University of Utah in 1979.
R. Scott Wesson Mr. Wesson has served as Senior Vice
President - Chief Information Officer of
AIMCO since July 1997. From 1994 until 1997,
Mr. Wesson served as Vice President of
Information Services at Lincoln Property
Company, where he was responsible for
information systems infrastructure,
technology planning and business process
re-engineering. From 1992 to 1994, Mr. Wesson
served in the role of Director of Network
Services for Lincoln Property Company, where
he was responsible for the design and
deployment of the company's Wide Area Network
and Local Area Networks, comprising over
2,500 workstations in over 40 locations
nationwide. From 1988 to 1992, he was a
systems consultant with Automatic Data
Processing involved in design, planning and
deployment of financial and human resources
systems for several major, multinational
organizations. From 1984 to 1987, he was a
Senior Analyst with Federated Department
Stores, Inc. involved in planning and
distribution. Mr. Wesson received his B.S.
from the University of Texas in 1984.
</TABLE>
II-8
<PAGE> 23
<TABLE>
<S> <C>
Richard S. Ellwood* Mr. Ellwood was appointed a Director of AIMCO
12 Auldwood Lane in July 1994 and is currently Chairman of the
Rumson, NJ 07760 Audit Committee. Mr. Ellwood is the founder
and President of R.S. Ellwood & Co.,
Incorporated, a real estate investment
banking firm. Prior to forming R.S. Ellwood &
Co., Incorporated in 1987, Mr. Ellwood had 31
years experience on Wall Street as an
investment banker, serving as: Managing
Director and senior banker at Merrill Lynch
Capital Markets from 1984 to 1987; Managing
Director at Warburg Paribas Becker from 1978
to 1984; general partner and then Senior Vice
President and a director at White, Weld & Co.
from 1968 to 1978; and in various capacities
at J.P. Morgan & Co. from 1955 to 1968. Mr.
Ellwood currently serves as a director of
FelCor Suite Hotels, Inc. and Florida East
Coast Industries, Inc.
J.Landis Martin* Mr. Martin was appointed a Director of AIMCO
1999 Broadway in July 1994 and became Chairman of the
Suite 4300 Compensation Committee in March 1998. Mr.
Denver, CO 80202 Martin has served as President and Chief
Executive Officer and a Director of NL
Industries, Inc., a manufacturer of titanium
dioxide, since 1987. Mr. Martin has served as
Chairman of Tremont Corporation, a holding
company operating through its affiliates
Titanium Metals Corporation ("TIMET") and NL
Industries, Inc., since 1990 and as Chief
Executive Officer and a director of Tremont
since 1998. Mr. Martin has served as Chairman
of Timet, an integrated producer of titanium,
since 1987 and Chief Executive Officer since
January 1995. From 1990 until its acquisition
by Dresser Industries, Inc. ("Dresser") in
1994, Mr. Martin served as Chairman of the
Board and Chief Executive Officer of Baroid
Corporation, an oilfield services company. In
addition to Tremont, NL and TIMET, Mr. Martin
is a director of Dresser, which is engaged in
the petroleum services, hydrocarbon and
engineering industries.
Thomas L. Rhodes* Mr. Rhodes was appointed a Director of AIMCO
215 Lexington Avenue in July 1994. Mr. Rhodes has served as the
4th Floor President and a Director of National Review
New York, NY 10016 magazine since November 30, 1992, where he
has also served as a Director since 1998.
From 1976 to 1992, he held various positions
at Goldman, Sachs & Co. and was elected a
General Partner in 1986 and served as a
General Partner from 1987 until November 27,
1992. He is currently Co-Chairman of the
Board, Co-Chief Executive Officer and a
Director of Commercial Assets Inc. and Asset
Investors Corporation. He also serves as a
Director of Delphi Financial Group, Inc. and
its subsidiaries, Delphi International Ltd.,
Oracle Reinsurance Company, and the Lynde and
Harry Bradley Foundation. Mr. Rhodes is
Chairman of the Empire Foundation for Policy
Research, a Founder and Trustee of Change NY,
a Trustee of The Heritage Foundation, and a
Trustee of the Manhattan Institute.
</TABLE>
II-9
<PAGE> 24
<TABLE>
<S> <C>
John D. Smith* Mr. Smith was appointed a Director of AIMCO
3400 Peachtree Road in November 1994. Mr. Smith is Principal and
Suite 831 President of John D. Smith Developments. Mr.
Atlanta, GA 30326 Smith has been a shopping center developer,
owner and consultant for over 8.6 million
square feet of shopping center projects
including Lenox Square in Atlanta, Georgia.
Mr. Smith is a Trustee and former President
of the International Council of Shopping
Centers and was selected to be a member of
the American Society of Real Estate
Counselors. Mr. Smith served as a Director
for Pan-American Properties, Inc. (National
Coal Board of Great Britain) formerly known
as Continental Illinois Properties. He also
serves as a director of American Fidelity
Assurance Companies and is retained as an
advisor by Shop System Study Society, Tokyo,
Japan.
</TABLE>
II-10
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
7.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and between AIMCO and
IPT (incorporated by reference to Exhibit 2.1 of IPT's Current Report on Form 8-K,
File No. 1-14179, dated October 1, 1998).
7.2 Irrevocable Limited Proxy, dated October 1, 1998, granted by AIMCO to Andrew L.
Farkas, James A. Aston and Frank M. Garrison (incorporated by reference to
Exhibit 99.1 of IPT's Current Report on Form 8-K, File No. 1-14179, dated October 1,
1998).
7.3 Second Amended and Restated Bylaws of IPT, dated October 2, 1998 (incorporated by
reference to Exhibit 3.2 of IPT's Current Report on Form 8-K, File No. 1-14179, dated
October 1, 1998).
7.4 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).
7.5 Agreement of Joint Filing, dated January 29, 1999, among the Reporting Persons.
</TABLE>
-25-
<PAGE> 1
EXHIBIT 7.5
AGREEMENT OF JOINT FILING
Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust and Apartment Investment and Management Company agree that the
Statement on Schedule 13D to which this Agreement is attached as an exhibit, and
all future amendments to this Statement, shall be filed on behalf of each of
them. This Agreement is intended to satisfy Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: January 29, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
------------------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
------------------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
------------------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
------------------------------------------
Patrick J. Foye
Executive Vice President
