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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCULDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)*
U.S. Realty Partners Limited Partnership
(Name of Issuer)
Depositary Unit Certificates
(Title of Class of Securities)
None
(CUSIP Number)
Patrick J. Foye
Apartment Investment and Management Company
1873 South Bellaire, 17th Floor
Denver, Colorado 80222
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 9, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits, should be filed with
the Commission. See Rule 13d-7(d) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No.
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7. SOLE VOTING POWER
0
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
92,314
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
REPORTING PERSON
0
WITH
10. SHARED DISPOSITIVE POWER
92,314
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,314
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.55%
14. TYPE OF REPORTING PERSON
OO
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CUSIP No.
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apartment Management and Investment 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 ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7. SOLE VOTING POWER
0
NUMBER OF SHARES
8. SHARED VOTING POWER
BENEFICIALLY
92,314
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
REPORTING PERSON
0
WITH
10. SHARED DISPOSITIVE POWER
92,314
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,314
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.55%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to depositary
unit certificates, representing assignments of limited partnership interest
("Units") in U.S. Realty Partners Limited Partnership, a South Carolina limited
partnership (the "Partnership"), whose principal executive offices are located
at 55 Beattie Place, Greenville, South Carolina 29602.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Statement is being filed by Insignia Properties Trust, a
Maryland real estate investment trust ("IPT") and Apartment Investment and
Management Company, a Maryland corporation ("AIMCO") (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.
IPT. IPT is a real estate investment trust which primarily acquires and
owns interests in multifamily residential properties. As of October 1, 1998, IPT
controlled 121 real estate limited partnerships and owned ten real properties.
These 121 real estate limited partnerships owned a total of approximately 339
properties containing approximately 70,000 apartment units and approximately 5.9
million square feet of commercial space. 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. AIMCO, through its subsidiaries, operates approximately 2,150 real
properties, including approximately 380,000 apartment units, and serves
approximately one million residents. The apartment communities are located in 49
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.
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
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
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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.
IPT obtained the $530,805.50 from its working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
IPT 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 Properties, L.P., a Delaware limited
partnership and the operating partnership of AIMCO ("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 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) IPT directly owns 92,314 Units representing approximately 7.55%
of the outstanding Units based on the 1,222,000 Units outstanding at February 1,
1999.
AIMCO may be deemed to beneficially own the Units directly owned by IPT
by reason of AIMCO's relationship with IPT. AIMCO currently owns approximately
51% of the outstanding common shares of IPT, with the right to acquire up to
approximately 65% of such shares (as further described in Item 5 below).
Accordingly, for purposes of this Statement: (i) IPT is reporting that
it shares the power to vote or direct the vote and the power to dispose or
direct the disposition of the 92,314 Units directly owned by it; and (ii) AIMCO
is reporting that they each share the power to vote or direct the vote and the
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power to dispose or direct the disposition of the 92,314 Units directly held by
IPT.
(c) Pursuant to privately negotiated transactions, on February 9, 1999
IPT acquired a total of 92,314 Units from unaffiliated third parties at a
purchase price of $5.75 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. As indicated above, AIMCO owns approximately 51% of the outstanding
Shares. Accordingly, it is expected that the IPT Merger will be approved by the
IPT Shareholders at a meeting scheduled for February 26, 1999.
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.
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.
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.
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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 25, 1999, among the
Reporting Persons.
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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: February 19, 1999
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
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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.
NAME PRESENT PRINCIPAL OCCUPATION
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.
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.
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.
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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.
Page 10 of 20
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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.
Name Position
Terry Considine Chairman of the Board of Directors and Chief
Executive Officer
Peter K. Kompaniez Vice Chairman, President and Director
Thomas W. Toomey Executive Vice President - Finance and Administration
Joel F. Bonder Executive Vice President and General Counsel and
Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
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
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.
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
Terry Considine* Mr. Considine has been Chairman of the Board of
Directors and Chief Executive Officer of AIMCO since
July 1994. He is the sole owner of Considine
Investment Co. and prior to July 1994 was owner of
approximately 75% of Property Asset Management,
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,
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and appointed as a director of Financial Assets
Management, LLC, a real estate investment trust
manager. Mr. Considine has been involved as a
principal in a variety of real estate activities,
including the acquisition, renovation, development
and disposition of properties. Mr. Considine has also
controlled entities engaged in other businesses such
as television broadcasting, gasoline distribution and
environmental laboratories. Mr. Considine received a
B.A. from Harvard College, a J.D. from Harvard Law
School and is admitted as a member of the
Massachusetts Bar. Mr. Considine has had substantial
multifamily real estate experience. From 1975 through
July 1994, partnerships or other entities in which
Mr. Considine had controlling interests invested in
approximately 35 multifamily apartment properties and
commercial real estate properties. Six of these real
estate assets (four of which were multifamily
apartment properties and two of which were office
properties) did not generate sufficient cash flow to
service their related indebtedness and were
foreclosed upon by their lenders, causing pre-tax
losses of approximately $11.9 million to investors
and losses of approximately $2.7 million to Mr.
Considine.
Peter K. Kompaniez* Mr. Kompaniez has been Vice Chairman, President and a
director of AIMCO since July 1994. Since September
1993, Mr. Kompaniez has owned 75% of PDI Realty
Enterprises, Inc., a Delaware corporation ("PDI"),
one of AIMCO's predecessors, and serves as its
President and Chief Executive Officer. From 1986 to
1993, he served as President and Chief Executive
Officer of Heron Financial Corporation ("HFC"), a
United States holding company for Heron
International, N.V.'s real estate and related assets.
While at HFC, Mr. Kompaniez administered the
acquisition, development and disposition of
approximately 8,150 apartment units (including 6,217
units that have been acquired by the AIMCO) and 3.1
million square feet of commercial real estate. Prior
to joining HFC, Mr. Kompaniez was a senior partner
with the law firm of Loeb and Loeb where he had
extensive real estate and REIT experience. Mr.
Kompaniez received a B.A. from Yale College and a
J.D. from the University of California (Boalt Hall).
The downturn in the real estate markets in the late
1980s and early 1990s adversely affected the United
States real estate operations of Heron International
N.V. and its subsidiaries and affiliates (the "Heron
Group"). During this period from 1986 to 1993, Mr.
Kompaniez served as President and Chief Executive
Officer of Heron 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
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agreements with separate groups of their United
States and international creditors. The restructuring
agreement for the United States members of the Heron
Group generally provided for the joint assumption of
certain liabilities and the pledge of unencumbered
assets in support of such liabilities for the benefit
of their United States creditors. As a result of the
restructuring, the operations and assets of the
United States members of the Heron Group were
generally separated from those of Heron International
and its non-United States subsidiaries. At the
conclusion of the restructuring, Mr. Kompaniez
commenced the operations of PDI, which was engaged to
act as asset and corporate manager of the continuing
United States operations of HFC and the other United
States Heron Group members for the benefit of the
United States creditors. In connection with certain
transactions effected at the time of the initial
public offering of AIMCO Common Stock, Mr. Kompaniez
was appointed Vice Chairman of AIMCO and
substantially all of the property management assets
of PDI were transferred or assigned to AIMCO.
Thomas W. Toomey Mr. Toomey has served as Senior Vice President -
Finance and Administration of AIMCO since January
1996 and was promoted to Executive
Vice-President-Finance and Administration in March
1997. From 1990 until 1995, Mr. Toomey served in a
similar capacity with Lincoln Property Company
("LPC") as well as Vice President/Senior Controller
and Director of Administrative Services of Lincoln
Property Services where he was responsible for LPC's
computer systems, accounting, tax, treasury services
and benefits administration. From 1984 to 1990, he
was an audit manager with Arthur Andersen & Co. where
he served real estate and banking clients. From 1981
to 1983, Mr. Toomey was on the audit staff of Kenneth
Leventhal & Company. Mr. Toomey received a B.S. in
Business Administration/Finance from Oregon State
University and is a Certified Public Accountant.
Joel F. Bonder Mr. Bonder was appointed Executive Vice President and
General Counsel of AIMCO effective December 8, 1997.
Prior to joining AIMCO, Mr. Bonder served as Senior
Vice President and General Counsel of NHP from April
1994 until December 1997. Mr. Bonder served as Vice
President and Deputy General Counsel of NHP from June
1991 to March 1994 and as Associate General Counsel
of NHP from 1986 to 1991. From 1983 to 1985, Mr.
Bonder was with the Washington, D.C. law firm of Lane
& Edson, P.C. From 1979 to 1983, Mr. Bonder practiced
with the Chicago law firm of Ross and Hardies. Mr.
Bonder received an A.B. from the University of
Rochester and a J.D. from Washington University
School of Law.
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Patrick J. Foye Mr. Foye has served as Executive Vice President of
AIMCO since May 1998. Prior to joining AIMCO, Mr.
Foye was a partner in the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's Brussels, Budapest and
Moscow offices from 1992 through 1994. Mr. Foye is
also Deputy Chairman of the Long Island Power
Authority and serves as a member of the New York
State Privatization Council. He received a B.A. from
Fordham College and a J.D. from Fordham University
Law School.
Robert Ty Howard Mr. Howard was appointed Executive Vice President -
Ancillary Services in February 1998. Prior to joining
AIMCO, Mr. Howard served as an officer and/or
director of four affiliated companies, Hecco
Ventures, Craig Corporation, Reading Company and
Decurion Corporation. Mr. Howard was responsible for
financing, mergers and acquisitions activities,
investments in commercial real estate, both
nationally and internationally, cinema development
and interest rate risk management. From 1983 to 1988,
he was employed by Spieker Properties. Mr. Howard
received a B.A. from Amherst College, a J.D. from
Harvard Law School and an M.B.A. from Stanford
University Graduate School of Business.
Steven D. Ira Mr. Ira is a Co-Founder of AIMCO and has served as
Executive Vice President of AIMCO since July 1994.
From 1987 until July 1994, he served as President of
PAM. Prior to merging his firm with PAM in 1987, Mr.
Ira acquired extensive experience in property
management. Between 1977 and 1981 he supervised the
property management of over 3,000 apartment and
mobile home units in Colorado, Michigan, Pennsylvania
and Florida, and in 1981 he joined with others to
form the property management firm of McDermott, Stein
and Ira. Mr. Ira served for several years on the
National Apartment Manager Accreditation Board and is
a former president of both the National Apartment
Association and the Colorado Apartment Association.
Mr. Ira is the sixth individual elected to the Hall
of Fame of the National Apartment Association in its
54-year history. He holds a Certified Apartment
Property Supervisor (CAPS) and a Certified Apartment
Manager designation from the National Apartment
Association, a Certified Property Manager (CPM)
designation from the National Institute of Real
Estate Management (IREM) and he is a member of the
Board of Directors of the National Multi-Housing
Council, the National Apartment Association and the
Apartment Association of Metro Denver. Mr. Ira
received a B.S. from Metropolitan State College in
1975.
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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.
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Joseph DeTuno Mr. DeTuno has been Senior Vice President - Property
Redevelopment of AIMCO since September 1997. Mr.
DeTuno was president and founder of JD Associates,
his own full service real estate consulting, advisory
and project management company which he founded in
1990. JD Associates provided development management,
financial analysis, business plan preparation and
implementation services. Previously, Mr. DeTuno
served as President/Partner of Gulfstream Commercial
Properties, President and Co-managing Partner of
Criswell Development Company, Vice President of Crow
Hotel and Company and Project Director with Perkins &
Will Architects and Planners. Mr. DeTuno received his
B.A. in architecture and is a registered architect in
Illinois and Texas.
Jack W. Marquardt Mr. Marquardt has been Senior Vice President -
Accounting of AIMCO since September 1997. Mr.
Marquardt brings over 17 years of real estate
accounting experience to AIMCO. From October 1992
through August 1997, Mr. Marquardt served as Vice
President/Corporate Controller and Manager of Data
Processing for Transwestern Property Company, where
he was responsible for corporate accounting, tax,
treasury services and computer systems. From August
1986 through September 1992, Mr. Marquardt worked in
the real estate accounting area of Aetna Realty
Investors, Inc. serving as Regional Controller from
April 1990 through September 1992. Mr. Marquardt
received a B.S. in Business Administration/Finance
from Ohio State University.
Leeann Morein Ms. Morein has served as Senior Vice President -
Investor Services since November 1997. Ms. Morein has
served as Secretary of AIMCO since July 1994. From
July 1994 until October 1997 Ms. Morein also served
as Chief Financial Officer. From September 1990 to
March 1994, Ms. Morein served as Chief Financial
Officer of the real estate subsidiaries of California
Federal Bank, including the general partner of CF
Income Partners, L.P., a publicly-traded master
limited partnership. Ms. Morein joined California
Federal in September 1988 as Director of Real Estate
Syndications Accounting and became Vice
President-Financial Administration in January 1990.
From 1983 to 1988, Ms. Morein was Controller of
Storage Equities, Inc., a real estate investment
trust, and from 1981 to 1983, she was Director of
Corporate Accounting for Angeles Corporation, a real
estate syndication firm. Ms. Morein worked on the
audit staff of Price Waterhouse from 1979 to 1981.
Ms. Morein received a B.A. from Pomona College and is
a Certified Public Accountant.
David O'Leary Mr. O'Leary has been President of Property Services
Group, Inc., an AIMCO subsidiary since December 1997.
Property Services Group, Inc. administers the Buyers
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<PAGE>
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.
Richard S. Ellwood* Mr. Ellwood was appointed a Director of AIMCO in July
12 Auldwood Lane 1994 and is currently Chairman of the Audit
Rumson, NJ 07760 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.
Page 17 of 20
<PAGE>
J.Landis Martin* Mr. Martin was appointed a Director of AIMCO in July
1999 Broadway 1994 and became Chairman of the Compensation
Suite 4300 Committee in March 1998. Mr. Martin has served as
Denver, CO 80202 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 in July
215 Lexington Avenue 1994. Mr. Rhodes has served as the President and a
4th Floor Director of National Review magazine since November
New York, NY 10016 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.
John D. Smith* Mr. Smith was appointed a Director of AIMCO in
3400 Peachtree Road November 1994. Mr. Smith is Principal and President
Suite 831 of John D. Smith Developments. Mr. Smith has been a
Atlanta, GA 30326 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.
Page 18 of 20
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
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 25, 1999, among the
Reporting Persons.
Page 19 of 20
<PAGE>
EXHIBIT 7.5
AGREEMENT OF JOINT FILING
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: February 19, 1999
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
Page 20 of 20
