SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
------------------------------------
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
(Name of Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
NONE
(Cusip Number)
------------------------------------
John K. Lines, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29602
(864) 239-1675
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
Copy to:
John A. Healy, Esq.
Robert E. King, Jr., Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
(212) 878-8000
------------------------------------
July 15, 1996
(Date of event which requires filing of this statement)
- - ------------------------------------------------------------------------------
[ ] Check box if the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4).
[ ] Check box if a fee is being paid with the statement.
- - ------------------------------------------------------------------------------
<PAGE>
- - ------------------------- -------------------------
CUSIP No. None 13D Page 2
- - ------------------------- -------------------------
==============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
INSIGNIA FINANCIAL GROUP, INC.
- - ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [ ]
- - ------------------------------------------------------------------------------
3. SEC USE ONLY
- - ------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC
- - ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- - ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- - ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS 34,215.2
BENEFICIALLY -----------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 5,298.9
PERSON WITH -----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
34,215.2
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
5,298.9
- - ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,514.1
- - ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- - ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% (Based on 383,033 Units reported
outstanding as of June 30, 1996)
- - ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
==============================================================================
<PAGE>
- - ------------------------- -------------------------
CUSIP No. None 13D Page 3
- - ------------------------- -------------------------
==============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ANDREW L. FARKAS
- - ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [ ]
- - ------------------------------------------------------------------------------
3. SEC USE ONLY
- - ------------------------------------------------------------------------------
4. SOURCES OF FUNDS
NOT APPLICABLE
- - ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- - ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- - ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS 0
BENEFICIALLY --------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
--------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- - ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,514.1
- - ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- - ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% (Based on 383,033 Units reported
outstanding as of June 30, 1996)
- - ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
==============================================================================
<PAGE>
- - ------------------------- -------------------------
CUSIP No. None 13D Page 4
- - ------------------------- -------------------------
==============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
LIQUIDITY ASSISTANCE L.L.C.
- - ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- - ------------------------------------------------------------------------------
3. SEC USE ONLY
- - ------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC, AF
- - ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- - ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- - ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS 0
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 2,186.3
PERSON WITH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,186.3
- - ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,514.1
- - ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- - ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% (Based on 383,033 Units reported
outstanding as of June 30, 1996)
- - ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
==============================================================================
<PAGE>
- - ------------------------- -------------------------
CUSIP No. None 13D Page 5
- - ------------------------- -------------------------
==============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MARKET VENTURES L.L.C.
- - ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- - ------------------------------------------------------------------------------
3. SEC USE ONLY
- - ------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC, AF
- - ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- - ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- - ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS 0
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 3,112.6
PERSON WITH ---------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,112.6
---------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,514.1
- - ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- - ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3% (Based on 383,033 Units reported
outstanding as of June 30, 1996)
- - ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
==============================================================================
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1, which is being filed jointly by Insignia Financial
Group, Inc. ("Insignia"), Mr. Andrew L. Farkas ("Mr. Farkas"), Liquidity
Assistance L.L.C. ("Liquidity") and Market Ventures L.L.C. ("Market Ventures")
(collectively, the "Reporting Persons"), supplements and amends the Statement
on Schedule 13D originally filed jointly by Insignia and Mr. Farkas with the
Commission on December 20, 1994 (the "Statement").
Because this Amendment No. 1 constitutes the first electronically filed
amendment to the Statement, the entire text of the Statement, as amended
hereby, is being restated in accordance with Rule 13d-2(c) under the Securities
Exchange Act of 1934, as amended (the "Act").
ITEM 1. SECURITY AND ISSUER
This Statement relates to the units of limited partnership interest
("Units") in Consolidated Capital Institutional Properties/3, a California
limited partnership (the "Partnership"). The Partnership's principal executive
offices are located at One Insignia Financial Plaza, Greenville, South Carolina
29602.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c),(f) This Statement is being filed jointly by the Reporting
Persons. Mr. Farkas' principal occupation is to serve as the Chairman and Chief
Executive Officer of Insignia, and his principal business address is One
Insignia Financial Plaza, Greenville, South Carolina 29602.
Insignia is a fully integrated real estate service organization which
performs property management, asset management, investor services, partnership
administration, mortgage banking, and real estate investment banking services
for various ownership entities, including approximately 900 limited
partnerships having approximately 400,000 limited partners. It is the largest
manager of multifamily residential properties in the United States of America,
managing approximately 295,000 units of multifamily residential housing similar
to those owned by the Partnership, and is a significant manager of commercial
property, managing more than 108,000,000 square feet of commercial space. These
properties are located in approximately 500 cities and 48 states. Insignia is a
public company whose stock is traded on the New York Stock Exchange. It
specializes in asset value maximization in securitized real estate entities
such as the Partnership. The principal executive offices of Insignia are
located at One Insignia Financial Plaza, Greenville, South Carolina 29602.
Information with respect to the directors and executive officers of Insignia is
detailed in Schedule I hereto.
Liquidity is a Delaware limited liability company and a wholly-owned
subsidiary of Insignia. Liquidity's principal business is the ownership of real
estate securities. The principal executive offices of Liquidity are located at
One Insignia Financial Plaza, Greenville, South Carolina 29602. Information
with respect to the executive officers of Liquidity is detailed in Schedule II
hereto.
Market Ventures is a Delaware limited liability company and a wholly-owned
subsidiary of Insignia. Market Ventures' principal business is the ownership of
real estate securities. The principal executive offices of Market Ventures are
located at One Insignia Financial Plaza, Greenville, South Carolina 29602.
Information with respect to the sole manager of Market Ventures is detailed in
Schedule III hereto.
6
<PAGE>
The sole general partner of the Partnership is ConCap Equities, Inc. (the
"General Partner"). The General Partner is an indirect, wholly-owned subsidiary
of Insignia.
(d)-(e) During the last five years, none of the Reporting Persons,
nor, to the best of their knowledge, any of the persons listed in Schedule I,
Schedule II or Schedule III hereto (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of or prohibiting
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.
Liquidity and Market Ventures used their working capital and funds
provided to them by Insignia from its working capital for the purchases
described in Item 5(c) below.
ITEM 4. PURPOSE OF THE TRANSACTION.
Insignia, Liquidity and Market Ventures have acquired the Units for
investment purposes. Insignia believes it can benefit from its investments in
the Units in various ways, including (i) the receipt of distributions from the
operating cash flow of the Partnership, (ii) the receipt of distributions from
the net proceeds of refinancing existing indebtedness of the Partnership or
sale of one or more of the Partnership's properties, and (iii) merger or
consolidation transactions involving the Partnership. Merger or consolidation
transactions could involve other limited partnerships in which affiliates of
Insignia serve as general partners, or a combination of the Partnership with
one or more existing public entities (including, possibly, affiliates of
Insignia), in any of which transactions limited partners might receive cash,
common stock or other securities as consideration.
Except as described herein, none of Insignia, Liquidity or Market Ventures
has any current plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Partnership or the
disposition of any such securities, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Partnership or
any of its subsidiaries, (c) a sale or transfer of a material amount of assets
of the Partnership or any of its subsidiaries, (d) any change in the present
management of the Partnership, (e) any material change in the present
capitalization or dividend policy of the Partnership, (f) any other material
change in the Partnership's business or corporate structure, (g) any other
material change in the Partnership's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Partnership by any person, (h) causing a class of securities of
the Partnership to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Partnership becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act, or (j) any action similar to any of the actions
enumerated in (a) through (i) above. However, consistent with a General
Partner's fiduciary obligations to maximize returns to limited partners, the
General Partner is expected to seek and review opportunities to engage in
transactions to benefit the Partnership, such as sales or refinancings of
assets or combinations of the Partnership with one or more entities. In that
regard, Insignia expects that the General Partner will carefully consider any
suggestions or proposals Insignia may make.
7
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons beneficially own an aggregate of 39,514.1 Units,
representing approximately 10.3% of the outstanding Units (based upon 383,033
Units reported as outstanding by the Partnership in its most recent Quarterly
Report on Form 10-Q).
(b) Insignia has the sole power to vote and dispose of the 34,215.2 Units
owned directly by Insignia; Insignia and Liquidity share the power to vote and
dispose of the 2,186.3 Units owned by Liquidity; and Insignia and Market
Ventures share the power to vote and dispose of the 3,112.60 Units owned by
Market Ventures.
(c) A schedule of the transactions of Units effected by the Reporting
Persons within the last 60 days is attached hereto as Annex A. All such
purchases were either open market transactions made through the Chicago
Partnership Board or privately negotiated transactions conducted with
individual Unit holders on an arm's length basis.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described herein, no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons and any other
person exists with respect to any securities of the Partnership, including but
not limited to transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.7 Agreement of Joint Filing among the Reporting Persons, dated
October 4, 1996.
8
<PAGE>
SCHEDULE I
----------
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF INSIGNIA
Set forth in the table below are the name and the present principal occupations
or employment of each director and executive officer of Insignia. Unless
otherwise indicated, each person identified below is employed by Insignia. The
principal business address of Insignia and, unless otherwise indicated, each
person identified below, is One Insignia Financial Plaza, Greenville, South
Carolina 29602. Directors are identified by an asterisk. All persons identified
below are United States citizens.
Name Present Principal Occupation or Employment
- - ---- ------------------------------------------
Andrew L. Farkas* Mr. Farkas' principal occupation is to serve
as Chairman, President and Chief Executive
Officer of Insignia.
John F. Jacques* Mr. Jacques' principal occupation is to serve
102 Woodmont Boulevard as Chairman, President and Chief Executive
Suite 400 Officer of Compleat Resource Group, Inc., a
Nashville, TN 37205 wholly owned subsidiary of Insignia. The
principal business address for Compleat
Resource Group, Inc. is 102 Woodmont Boulevard,
Suite400, Nashville, TN 37205.
Robert J. Denison* Mr. Denison is presented for election as a
375 Park Avenue director of Insignia in 1996. Mr. Denison's
Suite 3303 principal occupation is to serve as President
New York, NY 10158 of First Security Management, Inc. The
principal business address for First Security
Management, Inc. is 375 Park Avenue, Suite
3303, New York, NY 10158.
Robin L. Farkas* Mr. Farkas' principal occupation is to serve as
730 Park Avenue director of Insignia.
New York, NY 10021
Merril M. Halpern* Mr. Halpern's principal occupation is to serve
c/o Charterhouse as Chairman of the Board of Directors and
535 Madison Avenue co-chief executive officer of Charterhouse
New York, NY 10022 Group International, Inc. The principal
business address for Charterhouse Group
International, Inc. is 535 Madison Avenue,
New York, NY 10022.
Robert G. Koen* Mr. Koen's principal occupation is to serve as
125 West 55th Street a partner in the law firm Akin, Gump, Strauss,
New York, NY 10019 Hauer & Feld, which represents Insignia or
certain of its affiliates from time to time.
The principal business address for Akin, Gump,
Strauss, Hauer & Feld is 399 Park Avenue,
New York, NY 10022.
Michael I. Lipstein* Mr. Lipstein is self-employed in the real
110 East 59th Street estate business, including ownership,
New York, NY 10022 management, and lending.
I-1
<PAGE>
Name Present Principal Occupation or Employment
- - ---- ------------------------------------------
Buck Mickel* Mr. Mickel's principal occupation is to serve
Fluor/Daniel as Chairman of the Board and Chief Executive
301 N. Main Street Officer of RSI Holdings. The principal
Greenville, SC 29601 business address for RSI Holdings is
301 N. Main Street, Greenville, SC 29601.
James A. Aston Mr. Aston's principal occupation is to serve
as Chief Financial Officer of Insignia and in
the Office of the Chairman of Insignia.
Frank M. Garrison Mr. Garrison's principal occupation is to
102 Woodmont Blvd. serve as Executive Managing Director of
Suite 400 Insignia and President of Insignia Financial
Nashville, TN 37205 Services.
Thomas R. Shuler Mr. Shuler's principal occupation is to serve
as Managing Director of Residential Property
Management of Insignia.
Neil Kreisel Mr. Kreisel's principal occupation is to serve
Kreisel Company, Inc. as Executive Managing Director of Insignia and
331 Madison Avenue President of Insignia Management Services--
New York, NY 10017 New York, Inc., a subsidiary of Insignia.
Ronald Uretta Mr. Uretta's principal occupation is to serve
as Insignia's Chief Operating Officer and
Treasurer.
Jeffrey L. Goldberg Mr. Goldberg's principal occupation is to
serve as Managing Director of Investment
Banking of Insignia.
Henry Horowitz Mr. Horowitz's principal occupation is to
serve as Managing Director and President of
Insignia Commercial Group, Inc.
William H. Jarrard, Jr Mr. Jarrard's principal occupation is to serve
as Managing Director of Partnership
Administration of Insignia.
Albert H. Gossett Mr. Gossett's principal occupation is to serve
as Vice President and Chief Information
Officer of Insignia.
John K. Line Mr. Lines' principal occupation is to serve as
General Counsel and Secretary of Insignia.
S. Richard Sargent Mr. Sargent's principal occupation is to serve
as Senior Vice President of Human Resources of
Insignia.
Stephen C. Schoenbaechler Mr. Schoenbaechler's principal occupation is
to serve as Senior Vice President of Asset
Management of Insignia.
Edward S. Gordon Mr. Gordon's principal occupation is to serve
200 Park Avenue in the Office of the Chairman of Insignia and
New York, NY 10166 as Chief Executive Officer of the Edward S.
Gordon Company, Inc. The principal business
address for the Edward S. Gordon Company, Inc.
is 200 Park Avenue, New York, NY 10166.
I-2
<PAGE>
Name Present Principal Occupation or Employment
- - ---- ------------------------------------------
Stephen B. Siegel Mr. Siegel's principal occupation is to serve
200 Park Avenue as Managing Director oF Insignia and President
New York, NY 10166 of the Edward S. Gordon Company, Inc. The
principal business address for the Edward S.
Gordon Company, Inc. is 200 Park Avenue,
New York, NY 10166.
Martha L. Long Ms. Long's principal occupation is to serve as
Controller of Insignia.
I-3
<PAGE>
SCHEDULE II
-----------
INFORMATION REGARDING THE EXECUTIVE OFFICERS OF LIQUIDITY
Set forth in the table below are the name and the present principal occupations
or employment of each executive officer of Liquidity. Unless otherwise
indicated, each person identified below is employed by Insignia. The principal
business address of Insignia and, unless otherwise indicated, each person
identified below, is One Insignia Financial Plaza, Greenville, South Carolina
29602. All persons identified below are United States citizens.
Name Present Principal Occupation or Employment
- - ---- ------------------------------------------
J. Scott Kester Mr. Kester's principal occupation is to serve
as Vice President of the Investment Banking
Group of Insignia. Mr. Kester also serves as
the President of Liquidity.
Kevin A. Booth Mr. Booth's principal occupation is to serve
as an Associate in the Investment Banking
Group of Insignia. Mr. Booth also serves as
Secretary and Treasurer of Liquidity.
II-1
<PAGE>
SCHEDULE III
------------
INFORMATION REGARDING THE MANAGER OF MARKET VENTURES
Set forth in the table below is the name and the present principal occupation
or employment of the sole manager of Market Ventures. The person identified
below is a United States citizen and is employed by Insignia. The principal
business address of Insignia and the person identified below is One Insignia
Financial Plaza, Greenville, South Carolina 29602.
Name Present Principal Occupation or Employment
- - ---- ------------------------------------------
Sheryl W. Baker Ms. Baker's principal occupation is to serve
as the Assistant Controller of Insignia.
Ms. Baker also serves as the Manager of Market
Ventures.
III-1
<PAGE>
ANNEX A
SCHEDULE OF TRANSACTIONS EFFECTED WITHIN THE PAST 60 DAYS
Number of Price
Purchaser Date Units Purchased Per Unit
- - --------- ---- --------------- --------
LIQUIDITY 6/12/96 15.30 $91.00
6/20/96 8.00 $91.00
6/20/96 160.00 $37.26
6/21/96 43.00 $91.00
6/21/96 10.00 $91.00
7/10/96 9.30 $95.78
7/10/96 8.00 $95.78
7/10/96 8.00 $95.78
7/12/96 8.10 $89.88
7/12/96 16.80 $95.78
7/12/96 8.70 $95.78
7/12/96 10.70 $91.00
7/12/96 76.20 $91.00
7/12/96 8.00 $91.00
7/12/96 8.00 $91.00
7/12/96 29.80 $39.00
7/12/96 40.00 $95.78
7/12/96 43.00 $91.00
7/15/96 30.10 $95.78
7/30/96 100.00 $92.00
8/05/96 8.00 $105.21
8/09/96 22.20 $95.78
8/10/96 21.60 $95.37
8/10/96 30.00 $96.37
8/10/96 72.00 $103.61
8/16/96 17.00 $94.12
8/16/96 8.00 $87.43
8/16/96 39.10 $71.18
8/28/96 17.00 $94.12
8/28/96 8.00 $87.43
A-1
<PAGE>
Number of Price
Purchaser Date Units Purchased Per Unit
- - --------- ---- --------------- --------
MARKET VENTURES 6/11/96 6.60 $94.00
6/11/96 8.00 $90.00
6/12/96 7.00 $95.00
6/14/96 9.70 $91.00
6/20/96 40.00 $90.96
6/24/96 20.00 $95.00
6/25/96 9.60 $98.00
7/01/96 20.00 $97.00
7/02/96 8.00 $100.00
7/03/96 8.40 $97.00
7/11/96 300.00 $92.00
7/11/96 9.70 $91.52
7/11/96 8.80 $81.61
7/16/96 80.00 $94.00
7/17/96 58.50 $92.17
7/22/96 8.00 $95.00
7/22/96 12.00 $92.58
7/23/96 8.30 $95.00
7/21/96 14.40 $92.00
7/23/96 16.00 $83.94
7/24/96 8.00 $97.88
7/24/96 26.70 $92.05
7/24/96 19.50 $91.95
7/24/96 8.00 $96.88
7/24/96 19.40 $93.00
7/24/96 20.00 $93.95
7/26/96 8.00 $98.00
7/26/96 14.60 $99.00
7/30/96 29.00 $93.99
7/30/96 4.30 $97.00
8/01/96 4.30 $97.00
8/01/96 53.00 $92.00
8/02/96 29.90 $94.00
8/05/96 80.00 $93.15
8/07/96 31.20 $93.00
8/07/96 22.30 $95.00
8/08/96 20.00 $92.00
8/08/96 16.10 $95.00
A-2
<PAGE>
Number of Price
Purchaser Date Units Purchased Per Unit
- - --------- ---- --------------- --------
MARKET VENTURES 8/09/96 41.50 $100.00
8/19/96 40.00 $99.00
8/20/96 4.00 $89.75
8/21/96 8.00 $96.00
8/21/96 10.00 $95.00
8/28/96 49.20 $92.99
8/28/96 16.00 $94.44
8/30/96 8.20 $100.00
8/30/96 18.30 $98.00
8/30/96 8.00 $97.00
8/30/96 39.60 $97.95
9/03/96 8.00 $94.00
A-3
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 4, 1996
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Frank M. Garrison
---------------------
Frank M. Garrison
Executive Managing Director
/s/ Andrew L. Farkas
---------------------
Andrew L. Farkas
LIQUIDITY ASSISTANCE L.L.C.
By: /s/ J. Scott Kester
---------------------
J. Scott Kester
President
MARKET VENTURES L.L.C.
By: /s/ Sheryl W. Baker
---------------------
Sheryl W. Baker
Manager
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
7.7 Agreement of Joint Filing among the Reporting
Persons, dated October 4, 1996.
EXHIBIT 7.7
AGREEMENT OF JOINT FILING
-------------------------
Insignia Financial Group, Inc., Andrew L. Farkas, Liquidity
Assistance L.L.C. and Market Ventures L.L.C. agree that the Amendment No. 1 to
the Statement on Schedule 13D to which this agreement is attached as an
exhibit, and all future amendments to the Statement, shall be filed on behalf
of each of them. This Agreement is intended to satisfy the requirements of Rule
13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Dated: October 4, 1996
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Frank M. Garrison
---------------------
Frank M. Garrison
Executive Managing Director
/s/ Andrew L. Farkas
---------------------
Andrew L. Farkas
LIQUIDITY ASSISTANCE L.L.C.
By: /s/ J. Scott Kester
---------------------
J. Scott Kester
President
MARKET VENTURES L.L.C.
By: /s/ Sheryl W. Baker
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Sheryl W. Baker
Manager
