SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(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
(803) 239-1675
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
JOHN A. HEALY, ESQ.
ROBERT E. KING, JR., ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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NOVEMBER 22, 1995
(Date of event which requires filing of this statement)
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[ ] 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).
[X] Check box if a fee is being paid with the statement.
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Page 1 of 14
Index to Exhibits Located at Page 12
<TABLE>
SCHEDULE 13D
CUSIP NO. NONE PAGE 2 OF 14 PAGES
<S> <C> <C>
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) [ ]
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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) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF 7. SOLE VOTING POWER 10,062*
UNITS ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 10,062*
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 10,062
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
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</TABLE>
*Liquidity Assistance L.L.C. is the record holder of 10,062 Units. Insignia
Financial Group, Inc., through its 99% ownership interest in Liquidity
Assistance L.L.C., beneficially owns 10,062 Units and effectively has sole
voting and dispositive power with respect to those Units. See Item 5.
<TABLE>
SCHEDULE 13D
CUSIP NO. NONE PAGE 3 OF 14 PAGES
<S> <C> <C>
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
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 0**
UNITS ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0**
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 10,062
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO
- ------------------------------------------------------------------------------
</TABLE>
**Liquidity Assistance L.L.C. is the record holder of 10,062 Units. Insignia
Financial Group, Inc., through its 99% ownership interest in Liquidity
Assistance L.L.C., beneficially owns 10,062 Units and effectively has sole
voting and dispositive power with respect to those Units. See Item 5.
Item 1. SECURITY AND PARTNERSHIP.
This statement relates to units of limited partnership interest
("Units") in Johnstown/Consolidated Income Partners, a California limited
partnership (the "Partnership"). The principal executive offices of the
Partnership are located at One Insignia Financial Plaza, Greenville, South
Carolina 29602.
Item 2. IDENTITY AND BACKGROUND.
(a)-(c) The entities filing this statement are Liquidity
Assistance L.L.C., a Delaware limited liability company ("Liquidity"), and
Insignia Financial Group, Inc., a Delaware corporation ("Insignia") and the
owner of 99% of the units of common membership interest in Liquidity. Insignia
Commercial Group, Inc., a wholly-owned subsidiary of Insignia, owns the other 1%
interest in Liquidity. The principal executive offices of Liquidity and
Insignia are located at One Insignia Financial Plaza, Greenville, South Carolina
29602. Liquidity's principal business is the ownership of real estate
securities. Insignia's principal business is the ownership, operation and
management of real estate assets. Information with respect to the directors and
executive officers of Liquidity and Insignia is detailed at Schedules I and II
hereto, respectively.
(d)-(e) During the last five years, neither Liquidity, Insignia
nor, to the best of their knowledge, any of the persons listed in Schedule I or
Schedule II 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 used funds provided to it out of the working capital
of Insignia for the purchase described in Item 5(c) below.
Item 4. PURPOSE OF THE TRANSACTION.
Liquidity acquired the Units for investment purposes. Neither
Liquidity nor Insignia has any plans or proposals which relate to or would
result in (a) the acquisition by any person of additional securities of the
Partnership or the disposition of any such securities, (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Partnership or any of its subsidiaries, (c) a sale or transfer of
a material amount of assets of the Partnership or any of its subsidiaries, (d)
any change in the present management of the Partnership, (e) any material change
in the present capitalization or dividend policy of the Partnership, (f) any
other material change in the Partnership's business or corporate structure, (g)
any other material change in the Partnership's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Partnership by any person, (h) causing a class of securities of
the Partnership to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Partnership becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any action
similar to any of the enumerated in (a) through (i) above.
4
Item 5. INTEREST IN SECURITIES OF THE PARTNERSHIP.
(a)-(b) As of the date of this filing, Liquidity is the record owner,
and Insignia is the beneficial owner, of 10,062 Units of the Partnership, of
which 62 Units were owned prior to the purchase disclosed herein. The 10,062
Units constitute approximately 7.8% of the outstanding Units of the Partnership.
Pursuant to the Operating Agreement of Liquidity, Insignia controls all aspects
of Liquidity's operations. As a result, Insignia effectively has sole voting
and dispositive power with respect to the 10,062 Units owned of record by
Liquidity.
(c) On November 22, 1995, pursuant to a privately-negotiated
transaction, Liquidity purchased from Buffalo Laborers Pension Fund, a multi-
employer pension fund, 10,000 Units of the Partnership for $61.10 per Unit in
cash, for a total consideration of $611,000. Other than this purchase, the only
other purchase of Units by Liquidity or Insignia within the past 60 days was a
purchase by Liquidity of 22 Units on September 29, 1995 at $54.00 per Unit.
(d)-(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the Operating Agreement of Liquidity, Insignia
controls all aspects of Liquidity's operations. Through its 99% ownership
interest in Liquidity, Insignia beneficially owns 10,062 Units.
Other than this relationship, there exist no contracts,
arrangements, understandings or relationships (legal or otherwise) between
Liquidity or Insignia and any other persons 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 7.1 Agreement of Joint Filing between Liquidity and
Insignia, dated December 4, 1995.
5
SCHEDULE I
INFORMATION REGARDING THE MANAGER AND EXECUTIVE OFFICERS OF
LIQUIDITY
Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation or
other organization in which such occupation or employment is conducted, and the
five-year employment history of each of the Manager and each of the executive
officers of Liquidity. Insignia directly and indirectly owns 100% of Liquidity.
Unless otherwise indicated, each person identified below is employed by
Insignia. The principal business address of Insignia and, unless otherwise
indicated, each person identified below, is One Insignia Financial Plaza,
Greenville, South Carolina 29602. The Manager is identified by an asterisk. All
persons identified below are United States citizens.
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- ---- ----------------------------
Jeffrey L. Goldberg* Jeffrey L. Goldberg has been sole Manager of Liquidity
since April 1995. He has also been Managing Director --
Investment Banking of Insignia since July 1994 and
served as Managing Director -- Asset Management of
Insignia from January 1991 until July 1994. Since
April 1990, Mr. Goldberg has been an officer of MAG,
currently an Executive Vice President. From July
1989 until March 1990, Mr. Goldberg was employed in
the Mergers and Acquisitions Group of Drexel Burnham
Lambert Incorporated, an investment banking firm.
J. Scott Kester J. Scott Kester has been President of Liquidity since
April 1995. He has also been employed in the Investment
Banking Group of Insignia since May 1994. From August
1990 through May 1994, Mr. Kester was employed by Ernst &
Young LLP, a public accounting firm.
Kevin A. Booth Kevin A. Booth has been Secretary and Treasurer of
Liquidity since April 1995. He has also been employed as
Acquisition Accountant of Insignia since January 1995.
From September 1991 to January 1995 Mr. Booth was employed
by KPMG Peat Marwick, a public accounting firm.
6
SCHEDULE II
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
INSIGNIA
Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation or
other organization in which such occupation or employment is conducted, and the
five-year employment history of each of the directors and executive officers of
Insignia. Unless otherwise indicated, each person identified below is employed
by Insignia. The principal business address of Insignia and, unless otherwise
indicated, each person identified below, is One Insignia Financial Plaza,
Greenville, South Carolina 29602. Directors are identified by an asterisk. All
persons identified below are United States citizens.
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- ---- ----------------------------
Andrew L. Farkas* Andrew L. Farkas has been a director of Insignia since
its inception in July 1990, and has been Chairman and
Chief Executive Officer of Insignia since January 1991.
Prior to August 1993, Mr. Farkas was the sole director
of Insignia. Mr. Farkas has been the president and sole
director and stockholder of Metropolitan Asset Group,
Ltd. ("MAG"), a real estate investment banking firm,
since January 1983.
John F. Jacques* John F. Jacques has been a director of Insignia since
102 Woodmont Blvd. August 1993 and with the Office of the Chairman of
Suite 400 Insignia since January 1992. From January 1969 until
Nashville, TN 37205 December 1991, Mr. Jacques was the Chief Executive
Officer of Jacques-Miller, Inc., a real estate
syndication firm which sold substantially all of its
assets to Metropolitan Asset Enhancement, L.P., a limited
partnership in which Insignia has a limited partnership
interest ("MAE"), in December 1991.
Robin L. Farkas* Robin L. Farkas has been a director of Insignia since
730 Park Avenue August 1993. Mr. Farkas is retired from the position of
New York, NY 10021 Chairman of the Board and Chief Executive Officer of
Alexander's Inc., a real estate company. He is also a
director of Refac Technology Development Corporation and
of Greenman Brothers, Inc.
Merril M. Halpern* Merril M. Halpern has been a director of Insignia since
c/o Charterhouse August 1993. Mr. Halpern has been Chairman of the Board
535 Madison Avenue of Directors and co-chief executive officer of
New York, NY 10022 Charterhouse Group International, Inc. ("Charterhouse"),
a privately-owned investment firm which, among other
things, actively engages in making private equity
investments in a broad range of industrial and service
companies located primarily in the United States, for
more than the past five years. Mr. Halpern is also a
director of Charter Power Systems, Inc., Del Monte Foods,
Inc., Microwave Power Devices, Inc., International
Exhaust Holdings and Dreyer's Grand Ice Cream, Inc.
7
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- ---- ----------------------------
Robert G. Koen* Robert G. Koen has been a director of Insignia since
125 West 55th Street August 1993. Since January 1991, Mr. Koen has been a
New York, NY 10019 partner in the law firm LeBoeuf, Lamb, Greene &
MacRae, which represents Insignia and its affiliates
from time to time. From February 1984 until January
1991, Mr. Koen was a partner in the law firm of
Fulbright & Jaworski (formerly Reavis & McGrath).
Michael Lipstein* Michael Lipstein has been a director of Insignia since
110 East 59th Street August 1993. Mr. Lipstein is, and for more than the
New York, NY 10022 past five years has been, self-employed in the real
estate business, including ownership, management, and
lending.
Buck Mickel* Buck Mickel has been a director of Insignia since
Fluor/Daniel August 1993. Mr. Mickel has been Chairman of the
301 N. Main Street Board and Chief Executive Officer of RSI Holdings, a
Greenville, SC 29601 combination of companies offering distribution of
outdoor equipment and office supplies and equipment
and with a manufacturing sector consisting of part
ownership in textile facilities, for more than the
past five years. Mr. Mickel is also a director of
Fluor Corporation, The Liberty Corporation, Monsanto
Company, NationsBank Corporation, Emergent Group,
Inc., Delta Woodside Industries, Inc., Duke Power
Company, and Textile Hall Corporation.
John A. Sprague* John A. Sprague has been a director of Insignia since
30 Rockefeller Plaza August 1993. Mr. Sprague is the general partner of
Suite 4525 Jupiter Partners, L.P., an investment firm. From
New York, NY 10112 January 1993 until February 1994, Mr. Sprague was an
independent investor. From prior to March 1989 to
December 31, 1992, Mr. Sprague served as General
Partner of Forstmann Little & Co., an investment firm.
Mr. Sprague is also a director of Heartland Wireless
Communications, Inc. In March 1995, a class action
complaint was filed against Aldila, Inc., of which
Mr. Sprague is a former director, alleging certain
securities violations. No answer has been filed at
this time.
Thomas R. Shuler Thomas R. Shuler has been Managing Director --
Residential Property Management of Insignia since
March 1991 and Executive Managing Director of Insignia
and President of Insignia Management Services, a
division of Insignia, since July 1994. From January
1983 until March 1991, Mr. Shuler was President of the
Management Division of Hall Financial Group, Inc., a
property management organization located in Dallas,
Texas.
8
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- ---- ----------------------------
Frank M. Garrison Frank M. Garrison has been Managing Director --
102 Woodmont Blvd. Investment Banking of Insignia since January 1993 and
Suite 400 Executive Managing Director of Insignia and President
Nashville, TN 37205 of Insignia Financial Services, a Division of
Insignia, since July 1994. From January 1991 to
December 1991, Mr. Garrison was employed by Donelson
Ventures Holdings, L.P., a limited partnership engaged
in real estate investing activities. From January
1989 to December 1990, he was an employee of Jacques-
Miller, Inc.
Henry Horowitz Henry Horowitz has been Managing Director --
Commercial Property Management of Insignia since
January 1993. From January 1987 to January 1993,
Mr. Horowitz was the Chief Executive Officer of First
Resource Realty, Inc., a commercial property
management organization which Insignia acquired in
January 1993.
James A. Aston James A. Aston has served in the Office of the
Chairman of Insignia since July 1994, and has been
Managing Director -- Investment Banking of Insignia
since January 1991. From February 1986 until
December 1990, Mr. Aston was employed by U.S. Shelter
as its Chief Financial Officer.
William H. Jarrard, Jr. William H. Jarrard, Jr. has been Managing Director --
Partnership Administration of Insignia since January
1991 and Managing Director -- Partnership
Administration and Asset Management since July 1994.
Mr. Jarrard was employed by U.S. Shelter in a similar
capacity for three years prior to his joining
Insignia.
Jeffrey L. Goldberg Jeffrey L. Goldberg has been Managing Director --
Investment Banking of Insignia since July 1994 and
served as Managing Director -- Asset Management of
Insignia from January 1991 until July 1994. Since
April 1990, Mr. Goldberg has been an officer of MAG,
currently an Executive Vice President. From July
1989 until March 1990, Mr. Goldberg was employed in
the Mergers and Acquisitions Group of Drexel Burnham
Lambert Incorporated, an investment banking firm.
John M. Beam, Jr. John M. Beam, Jr. has been President of Insignia's
mortgage banking affiliate, Insignia Mortgage and
Investment Company, since January 1991. From January
1988 until December 1990, Mr. Beam was employed by
U.S. Shelter as President of its mortgage banking
division.
9
Present Principal Occupation
or Employment and
Name Five-Year Employment History
- ---- ----------------------------
Ronald Uretta Ronald Uretta has been Insignia's Chief Financial
Officer and Treasurer since January 1992. He also
served as Secretary of Insignia from January 1992 to
June 1994. Mr. Uretta has also served as the Chief
Financial Officer and Controller of MAG. From May
1988 until September 1990, Mr. Uretta was a self-
employed financial consultant.
Albert H. Gossett Albert H. Gossett has been Vice President and Chief
Information Officer of Insignia since January 1991
and Senior Vice President and Chief Information
Officer of Insignia since July 1994. From May 1979
until December 1990, Mr. Gossett was employed by U.S.
Shelter as Director of Management Information Systems.
S. Richard Sargent S. Richard Sargent has been Senior Vice President --
Human Resources of Insignia since July 1994. From May
1989 until June 1994, Mr. Sargent was employed as Vice
President, Human Resources of Guilford Mills, Inc. in
Greensboro, North Carolina.
John K. Lines John K. Lines has been General Counsel of Insignia
since June 1994 and General Counsel and Secretary
since July 1994. From May 1993 until June 1994,
Mr. Lines was employed as Assistant General Counsel
and Vice President of Oewen Financial Corporation in
West Palm Beach, Florida. From October 1991 until
April 1993, Mr. Lines was employed as Senior Attorney
of Banc One Corporation in Columbus, Ohio. From May
1984 until October 1991, Mr. Lines was employed as an
associate with Squire Sanders & Dempsey in Columbus,
Ohio.
Neil Kreisel Neil Kreisel has been an Executive Managing Director
Kreisel Company, Inc. of Insignia and President of Insignia Management
331 Madison Avenue Services -- New York, Inc., a subsidiary of Insignia,
New York, NY 10017 since September 1995. For more than the past five
years, Mr. Kreisel has been President and Chief
Executive Officer of Kreisel Company, Inc.
10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 4, 1995
LIQUIDITY ASSISTANCE L.L.C.
By: /s/ J. Scott Kester
----------------------------
J. Scott Kester
President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Frank M. Garrison
----------------------------
Frank M. Garrison
Executive Managing Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John A. Healy, Jeffrey P. Cohen and Karyn S.
Weinberg, or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, to sign in any and all
capacities any and all amendments to this Statement on Schedule 13D and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting to such attorneys-in-fact
and agents, and each of them, full power and authority to do all such other acts
and execute all such other documents as they, or any of them, may deem necessary
or desirable in connection with the foregoing, as fully as the undersigned might
or could do in person, hereby ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
/s/ J. Scott Kester /s/ Frank M. Garrison
- --------------------------- -----------------------------
J. Scott Kester Frank M. Garrison
President Executive Managing Director
Liquidity Assistance L.L.C. Insignia Financial Group, Inc.
Dated: December 4, 1995 Dated: December 4, 1995
11
EXHIBIT INDEX
SEQUENTIAL
PAGE
EXHIBIT NO. DESCRIPTION NUMBER
- ----------- ----------- ----------
7.1 Agreement of Joint Filing between 14
Liquidity and Insignia, dated
December 4, 1995.
12
EXHIBIT 7.1
AGREEMENT OF JOINT FILING
Liquidity Assistance L.L.C. and Insignia Financial Group, Inc. agree
that 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: December 4, 1995
LIQUIDITY ASSISTANCE L.L.C.
By: /s/ J. Scott Kester
-------------------
J. Scott Kester
President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Frank M. Garrison
---------------------
Frank M. Garrison
Executive Managing Director
