<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
-------------------------
ANGELES OPPORTUNITY PROPERTIES, LTD.
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number)
-------------------------
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(801) 757-8101
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
-------------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
-------------------------
DECEMBER 22, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
(Continued on following pages)
(Page 1 of 26 Pages)
<PAGE> 2
- ---------------- ------------
CUSIP No. NONE 13D Page 2 of 26
- ---------------- ------------
============ ==================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
COOPER RIVER PROPERTIES, L.L.C.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X[
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------
8. SHARED VOTING POWER
969
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
969
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,374
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
============ ==================================================================
<PAGE> 3
- ---------------- ------------
CUSIP No. NONE 13D Page 3 of 26
- ---------------- ------------
============ ==================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
INSIGNIA PROPERTIES, L.P.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------
8. SHARED VOTING POWER
969
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
969
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,374
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
============ ==================================================================
<PAGE> 4
- ---------------- ------------
CUSIP No. NONE 13D Page 4 of 26
- ---------------- ------------
============ ==================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
INSIGNIA PROPERTIES TRUST
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------
8. SHARED VOTING POWER
969
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
969
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,374
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
============ ==================================================================
<PAGE> 5
- ---------------- ------------
CUSIP No. NONE 13D Page 5 of 26
- ---------------- ------------
============ ==================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
APARTMENT INVESTMENT AND MANAGEMENT
COMPANY
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------
8. SHARED VOTING POWER
1,374
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,374
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,374
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
============ ==================================================================
<PAGE> 6
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to units
of limited partnership interest ("Units") in Angeles Opportunity Properties,
Ltd., a California limited partnership (the "Partnership"), whose principal
executive offices are located at 1873 South Bellaire Street, 17th Floor, Denver,
Colorado 80222.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Statement is being filed by Cooper River Properties,
L.L.C., a Delaware limited liability company ("Cooper River"), Insignia
Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia Properties
Trust, a Maryland real estate investment trust ("IPT") and Apartment Investment
and Management Company, a Maryland corporation ("AIMCO") (Cooper River, IPLP,
IPT and AIMCO are sometimes collectively referred to in this Statement as the
"Reporting Persons"). The principal business address of each of the Reporting
Persons is located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado
80222.
Cooper River, IPLP and IPT. IPLP is the managing member of Cooper
River. IPT is the sole general partner (owning approximately 70% of the total
equity interests) and AIMCO Properties, L.P. ("AIMCO OP") is the sole limited
partner (owning approximately 30% of the total equity interests) of IPLP. For
certain information regarding the trustees and executive officers of IPT, see
Schedule I to this Statement.
AIMCO. AIMCO was formed on January 10, 1994 and currently is one of the
largest owners and managers of multifamily apartment properties in the United
States, based on apartment unit data compiled by the National Multi Housing
Council as of January 1, 1998. As of June 30, 1998, AIMCO, through its
subsidiaries, owned or controlled 58,345 units in 210 apartment communities and
had an equity interest in 74,318 units in 478 apartment communities. In
addition, AIMCO managed 68,248 units in 357 apartment communities for third
parties and affiliates, for an aggregate portfolio of owned and managed
properties of 200,911 units in 1,045 apartment communities. The apartment
communities are located in 42 states, the District of Columbia and Puerto Rico.
AIMCO has elected to be taxed as a real estate investment trust ("REIT") for
federal income tax purposes.
On October 1, 1998, AIMCO acquired substantially all of the residential
assets and ownership interests (including its controlling interest in IPT) of
Insignia Financial Group, Inc. ("Insignia") pursuant to the merger of Insignia
with and into AIMCO, with AIMCO being the surviving entity (the "AIMCO Merger").
Insignia was a fully integrated real estate services organization specializing
in the ownership and operation of securitized real estate assets, and was the
largest manager of multifamily residential properties in the United States as of
January 1, 1998. As of the consummation of the AIMCO Merger, Insignia provided,
among other things, property and/or asset management services for over 3,800
properties, including approximately 272,000 residential units. Following the
AIMCO Merger, AIMCO operates more than 2,000 properties, including nearly
400,000 apartment units serving approximately one million residents.
For certain information regarding the directors and executive officers
of AIMCO, see Schedule II to this Statement.
(d)-(e) During the past five years none of the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any of the persons listed
on Schedules I and II, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in the Reporting
6
<PAGE> 7
Persons or any of the persons listed on Schedules I and II being subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Cooper River obtained the $314,925 required to purchase the Units
and to pay related fees and expenses from IPLP through capital contributions.
IPLP in turn received such funds from AIMCO, which used its cash from operations
and equity issuances.
ITEM 4. PURPOSE OF THE TRANSACTION.
IPT, through Cooper River, has acquired Units in order to
increase its equity interest in the Partnership, primarily for investment
purposes and with a view toward making a profit. IPT and/or persons related to
or affiliated with it may acquire additional Units. Any such acquisition may be
at a price higher than the price paid for the Units, and may be for cash or
other consideration. AIMCO is presently considering whether it will engage in
one or more exchange offers or tender offers for Units. A registration statement
relating to an exchange offer for these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. As a
result, there is a substantial likelihood that, within a short time, AIMCO
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 further cash tender offers, negotiated
purchases or otherwise. AIMCO and IPT also may consider disposing of some or all
of the Units Cooper River has acquired, either directly or by sale or other
disposition of one or more interests in IPT or IPLP, depending among other
things on the requirements from time to time of AIMCO, IPT and their affiliates
in light of liquidity, strategic, tax and other considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Cooper River directly owns 969 Units and AIMCO indirectly
owns 405 Units (held directly by AIMCO OP) representing approximately 7.8% and
3.3%, respectively, or a total of 11.1% of the outstanding Units based on the
12,425 Units outstanding at December 22, 1998.
IPLP, IPT and AIMCO may be deemed to beneficially own the Units
directly owned by Cooper River by reason of each of IPLP's, IPT's and AIMCO's
relationship with Cooper River. Cooper River is a wholly-owned subsidiary of
IPLP. IPT is the sole general partner (owning approximately 70% of the total
equity interests) and AIMCO OP is the sole limited partner (owning approximately
30% of the total equity interests) of IPLP. AIMCO currently owns approximately
51% of the outstanding common shares of IPT, with the right to acquire up to
approximately 65% of such shares (as further described in Item 5 below).
Accordingly, for purposes of this Statement: (i) Cooper River is
reporting that it shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the 969 Units directly owned by it; (ii)
IPLP and IPT are reporting that they each share the power to vote or direct the
vote and the power to dispose or direct the disposition of the 969 Units
directly held by Cooper River; and (iii) AIMCO is reporting that it shares the
power to vote or direct the vote and the power to dispose or direct the
disposition of the 969 Units directly held by Cooper River and the 405 Units
directly held by AIMCO OP.
7
<PAGE> 8
(c) Pursuant to a tender offer that commenced on August 12, 1998
and expired on December 14, 1998, Cooper River acquired a total of 969 Units on
December 22 1998, representing approximately 7.8% of the outstanding Units, at a
purchase price of $325 per Unit.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On October 1, 1998, AIMCO and IPT entered into an agreement and
plan of merger (the "IPT Merger Agreement"), which provides for, among other
things, (a) the merger of IPT with and into AIMCO, with AIMCO being the
surviving corporation, or (b) the merger of a subsidiary of AIMCO with and into
IPT, with IPT being the surviving corporation (collectively, the "IPT Merger").
The IPT Merger Agreement provides that, upon consummation of the IPT Merger,
shareholders of IPT (the "IPT Shareholders") will receive $13.25 per common
share of beneficial ownership, $.01 par value per share (the "Shares"), of IPT
in cash, or $13.28 per Share in shares of common stock of AIMCO, at AIMCO's
option.
The IPT Merger is subject to the approval of the IPT
Shareholders, regulatory approvals, and the satisfaction or waiver of various
other conditions. AIMCO has agreed to vote all Shares owned by it in favor of
the IPT Merger Agreement and the transactions contemplated thereby, and granted
certain members of the Board of Trustees of IPT (the "IPT Board") an irrevocable
proxy (the "Irrevocable Limited Proxy") to vote all Shares held by AIMCO at all
meetings of IPT Shareholders, and in every written consent in lieu of such
meetings, in favor of approval of the IPT Merger and any matter that could
reasonably be expected to facilitate the IPT Merger. Each grantee under the
Irrevocable Limited Proxy explicitly agreed in writing to vote all Shares
subject to the Irrevocable Limited Proxy in favor of the IPT Merger. The
Irrevocable Limited Proxy will terminate upon the earlier of (a) January 1, 2002
and (b) the consummation of the IPT Merger.
The board of directors of AIMCO and the IPT Board may agree in
writing to terminate the IPT Merger Agreement without completing the IPT Merger.
The IPT Merger Agreement may also be terminated in certain other circumstances.
If the IPT Merger is not completed, AIMCO will continue to
control the majority of outstanding Shares. However, certain transactions
involving AIMCO and IPT that occur between the effective time of the IPT Merger
and the termination of the IPT Merger Agreement between AIMCO and IPT, including
the acquisition by AIMCO of assets of IPLP and interests in partnerships
controlled by IPT, will be unwound.
The IPT Merger Agreement also provides that Andrew L. Farkas,
James A. Aston, Warren M. Eckstein, Frank M. Garrison and Bryan L. Herrmann will
continue to serve as trustees of IPT (collectively, the "Continuing Trustees")
until the earlier of the closing of the IPT Merger or the termination of the IPT
Merger Agreement. Pursuant to the IPT Merger Agreement and the Bylaws of IPT, a
majority of the Continuing Trustees must approve, among other things, the
following actions: (i) removal of a Continuing Trustee; (ii) termination of
IPT's independent auditors or the financial advisor or legal counsel for the IPT
Merger; (iii) all alternative proposals to acquire IPT or its subsidiaries; (iv)
amendment or waiver of any provision of (A) the IPT Merger Agreement, (B) the
Fourth Amended and Restated Agreement of Limited Partnership of Insignia
Properties, L.P., (C) the Declaration of Trust of IPT or (D) the Bylaws of IPT;
(v) modification of the powers of the Continuing Trustees, and (vi) making of
loans by IPT or its subsidiaries to AIMCO or its subsidiaries. The Continuing
Trustees' special powers terminate on the earliest to occur of (i) the IPT
Merger, (ii) January 1, 2002 or (iii) the sooner termination of the IPT Merger
Agreement under certain circumstances.
8
<PAGE> 9
In connection with the execution of the IPT Merger Agreement,
AIMCO and certain shareholders of IPT entered into an agreement, dated October
1, 1998 (the "Shareholder's Agreement"), whereby AIMCO agreed that, following a
termination of the IPT Merger Agreement under certain circumstances, it will
vote its IPT Shares as follows: for the first two annual meetings of IPT
Shareholders following such a termination, in favor of designees of the
Continuing Trustees so that such designees constitute a majority of the trustees
of the IPT Board, and thereafter in favor of designees of the Continuing
Trustees so that such designees constitute one less than a majority of the
trustees of the IPT Board. The Shareholder's Agreement remains in effect as long
as AIMCO and/or its affiliates own at least 10% of the outstanding IPT Shares,
but terminates upon consummation of the IPT Merger.
The information set forth above is qualified in its entirety by
reference to the IPT Merger Agreement, Irrevocable Limited Proxy, IPT Bylaws and
Shareholder's Agreement, each of which is attached hereto as Exhibits 7.1, 7.2,
7.3 and 7.4 and incorporated herein by reference.
9
<PAGE> 10
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Agreement and Plan of Merger, dated as of
October 1, 1998, by and between AIMCO and IPT.
Exhibit 7.2 Irrevocable Limited Proxy, dated
October 1, 1998, granted by AIMCO to Andrew L.
Farkas, James A. Aston and Frank M. Garrison.
Exhibit 7.3 Second Amended and Restated Bylaws of IPT, dated
October 2, 1998.
Exhibit 7.4 Shareholder's Agreement, dated October 1, 1998,
among AIMCO, Andrew L. Farkas, James A. Aston and
Frank M. Garrison.
Exhibit 7.5 Agreement of Joint Filing, dated January 25, 1999,
among the Reporting Persons.
10
<PAGE> 11
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 25, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
----------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
----------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
----------------------------------
Patrick J. Foye
Executive Vice President
11
<PAGE> 12
SCHEDULE I
INFORMATION REGARDING THE
TRUSTEES AND EXECUTIVE OFFICERS OF IPT
Set forth in the table below are the name and the present principal occupations
or employment and the name, principal business and address of any corporation or
other organization in which such occupation or employment is conducted of each
of the trustees and executive officers of IPT. Each person identified below is
employed by IPT, unless otherwise indicated, and is a United States citizen. The
principal business address of IPT and, unless otherwise indicated, the business
address of each person identified below, is 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222. Trustees are identified by an asterisk.
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.
Jeffrey P. Cohen Jeffrey P. Cohen has served as Secretary
of IPT since October 1, 1998. Mr. Cohen
currently serves as a Senior Vice President
of Insignia Financial Group, Inc.
("Insignia").
Patrick J. Foye* Patrick J. Foye has served as Executive
Vice President and a Trustee of IPT since
October 1, 1998. For additional information
concerning Mr. Foye, see Schedule II.
Robert Ty Howard Robert Ty Howard has served as Executive
Vice President -- Ancillary Services of IPT
since October 1, 1998. For additional
information concerning Mr. Howard, see
Schedule II.
Steven D. Ira* Steven D. Ira has served as Executive Vice
President and a Trustee of IPT since October
1, 1998. For additional information
concerning Mr. Ira, see Schedule II.
I-1
<PAGE> 13
NAME PRESENT PRINCIPAL OCCUPATION
David L. Williams David L. Williams has served as Executive
Vice President -- Property Operations of IPT
since October 1, 1998. For additional
information concerning Mr. Williams, see
Schedule II.
Harry G. Alcock* Harry G. Alcock has served as Senior Vice
President -- Acquisitions and a Trustee of
IPT since October 1, 1998. For additional
information concerning Mr. Alcock, see
Schedule II.
Troy D. Butts Troy D. Butts has served as Senior Vice
President and Chief Financial Officer of IPT
since October 1, 1998. For additional
information concerning Mr. Butts, see
Schedule II.
Andrew L. Farkas* Andrew L. Farkas currently serves as a
375 Park Avenue Continuing Trustee of IPT since October 1,
Suite 3401 1998. Mr. Farkas' present principal
New York, New York 10152 occupation is to serve as the Chairman of
the Board and Chief Executive Officer of
Insignia, which is the parent company of an
international real estate organization
specializing in commercial real estate
services, single-family brokerage and
mortgage origination, condominium and
cooperative apartment management, equity
co-investment and other services.
James A. Aston* James A. Aston currently serves as a
15 South Main Street Continuing Trustee of IPT since October 1,
Greenville, South Carolina 29601 1998. Mr. Aston's present principal
occupation is to serve as Chief Financial
Officer and member of the Office of the
Chairman of Insignia.
Frank M Garrison* Frank M. Garrison currently serves as a
102 Woodmont Boulevard Continuing Trustee of IPT since October 1,
Suite 400 1998. Mr. Garrison's present principal
Nashville, Tennessee 37205 occupation is as a member of the Office of
the Chairman of Insignia.
Bryan L. Herrmann* Bryan L. Herrmann currently serves as a
5043 Gould Avenue Continuing Trustee of IPT since October 1,
La Canada, California 91011 1998. Mr. Herrmann's present principal
occupation is as an investment banker and
Chairman and Chief Executive Officer of Base
Camp 9 Corp., since 1990. Mr. Herrmann
served as a Trustee, Chairman of the
Compensation Committee and member of the
Executive Committee of the Board of Trustees
of Angeles Mortgage Investment Trust from
1994 until September 1998. In addition to
his duties at Base Camp 9 Corp., from 1992
to 1994, Mr. Herrmann served as Chief
Executive Officer of Spaulding Composites
Company and is currently a member of its
board of directors. Since 1984 Mr. Herrmann
has been the general partner of MOKG 1984
Investment Partners Ltd. Mr. Herrmann is a
member of the board of directors of Wynn's
International, Inc., a New York Stock
Exchange Company.
I-2
<PAGE> 14
NAME PRESENT PRINCIPAL OCCUPATION
Warren M. Eckstein* Warren M. Eckstein currently serves as a
Warburg Dillon Read Continuing Trustee of IPT since October 1,
535 Madison Avenue 1998. Mr. Eckstein's present principal
6th Floor occupation is as Managing Director --
New York, New York 10022 Investment Banking of Paine Webber
Incorporated, since October 1996. Prior to
October 1996, Mr. Eckstein served as Senior
Vice President, Investment Banking, of
Dillon, Reed & Co., Inc.
I-3
<PAGE> 15
SCHEDULE II
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
AIMCO
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO. Set forth in the
table below are the name and the present principal occupations or employment and
the name, principal business and address of any corporation or other
organization in which such occupation or employment is conducted of each of the
directors and executive officers of AIMCO. Unless otherwise indicated, each
person identified below is employed by AIMCO. The principal business address of
AIMCO and, unless otherwise indicated, each person identified below, is 1873
South Bellaire Street, 17th Floor, Denver, Colorado 80222. All persons
identified below are United States citizens.
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 Ex Executive Vice President and General Counsel and
Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
David L. Williams Executive Vice President - Property Operations
Harry G. Alcock Senior Vice President - Acquisitions
Troy D. Butts Senior Vice President and Chief Financial Officer
Martha Carlin Senior Vice President - Ancillary Services
Joseph DeTuno Senior Vice President - Property Redevelopment
Jack W. Marquardt Senior Vice President - Accounting
Leeann Morein Senior Vice President - Investor Services and Secretary
David O'Leary Senior Vice President - Buyers Access
R. Scott Wesson Senior Vice President - Chief Information Officer
Richard S. Ellwood Director; Chairman, Audit Committee
J. Landis Martin Director; Chairman, Compensation Committee
Thomas L. Rhodes Director
John D. Smith Director
II-1
<PAGE> 16
2. BIOGRAPHICAL INFORMATION. The following is a biographical summary of the
experience of the current directors and executive officers of AIMCO for the past
five years or more. Directors of AIMCO are identified by an asterisk.
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, 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.
II-2
<PAGE> 17
Peter K. Kompaniez* Mr. Kompaniez has been Vice Chairman,
President and a director of AIMCO since July
1994. Since September 1993, Mr. Kompaniez
has owned 75% of PDI Realty Enterprises,
Inc., a Delaware corporation ("PDI"), one of
AIMCO's predecessors, and serves as its
President and Chief Executive Officer. From
1986 to 1993, he served as President and
Chief Executive Officer of Heron Financial
Corporation ("HFC"), a United States holding
company for Heron International, N.V.'s real
estate and related assets. While at HFC, Mr.
Kompaniez administered the acquisition,
development and disposition of approximately
8,150 apartment units (including 6,217 units
that have been acquired by the AIMCO) and
3.1 million square feet of commercial real
estate. Prior to joining HFC, Mr. Kompaniez
was a senior partner with the law firm of
Loeb and Loeb where he had extensive real
estate and REIT experience. Mr. Kompaniez
received a B.A. from Yale College and a J.D.
from the University of California (Boalt
Hall). The downturn in the real estate
markets in the late 1980s and early 1990s
adversely affected the United States real
estate operations of Heron International
N.V. and its subsidiaries and affiliates
(the "Heron Group"). During this period from
1986 to 1993, Mr. Kompaniez served as
President and Chief Executive Officer of
Heron Financial Corporation ("HFC"), and as
a director or officer of certain other Heron
Group entities. In 1993, HFC, its parent
Heron International, and certain other
members of the Heron Group voluntarily
entered into restructuring agreements with
separate groups of their United States and
international creditors. The restructuring
agreement for the United States members of
the Heron Group generally provided for the
joint assumption of certain liabilities and
the pledge of unencumbered assets in support
of such liabilities for the benefit of their
United States creditors. As a result of the
restructuring, the operations and assets of
the United States members of the Heron Group
were generally separated from those of Heron
International and its non-United States
subsidiaries. At the conclusion of the
restructuring, Mr. Kompaniez commenced the
operations of PDI, which was engaged to act
as asset and corporate manager of the
continuing United States operations of HFC
and the other United States Heron Group
members for the benefit of the United States
creditors. In connection with certain
transactions effected at the time of the
initial public offering of AIMCO Common
Stock, Mr. Kompaniez was appointed Vice
Chairman of AIMCO and substantially all of
the property management assets of PDI were
transferred or assigned to AIMCO.
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<PAGE> 18
Thomas W. Toomey Mr. Toomey has served as Senior Vice President
- Finance and Administration of AIMCO since
January 1996 and was promoted to Executive
Vice-President-Finance and Administration in
March 1997. From 1990 until 1995, Mr. Toomey
served in a similar capacity with Lincoln
Property Company ("LPC") as well as Vice
President/Senior Controller and Director of
Administrative Services of Lincoln Property
Services where he was responsible for LPC's
computer systems, accounting, tax, treasury
services and benefits administration. From 1984
to 1990, he was an audit manager with Arthur
Andersen & Co. where he served real estate and
banking clients. From 1981 to 1983, Mr. Toomey
was on the audit staff of Kenneth Leventhal &
Company. Mr. Toomey received a B.S. in Business
Administration/Finance from Oregon State
University and is a Certified Public
Accountant.
Joel F. Bonder Mr. Bonder was appointed Executive Vice
President and General Counsel of AIMCO
effective December 8, 1997. Prior to joining
AIMCO, Mr. Bonder served as Senior Vice
President and General Counsel of NHP from April
1994 until December 1997. Mr. Bonder served as
Vice President and Deputy General Counsel of
NHP from June 1991 to March 1994 and as
Associate General Counsel of NHP from 1986 to
1991. From 1983 to 1985, Mr. Bonder was with
the Washington, D.C. law firm of Lane & Edson,
P.C. From 1979 to 1983, Mr. Bonder practiced
with the Chicago law firm of Ross and Hardies.
Mr. Bonder received an A.B. from the University
of Rochester and a J.D. from Washington
University School of Law.
Patrick J. Foye Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior
to joining AIMCO, Mr. Foye was a partner
in the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP from 1989 to 1998 and
was Managing Partner of the firm's
Brussels, Budapest and Moscow offices from
1992 through 1994. Mr. Foye is also Deputy
Chairman of the Long Island Power
Authority and serves as a member of the
New York State Privatization Council. He
received a B.A. from Fordham College and a
J.D. from Fordham University Law School.
II-4
<PAGE> 19
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.
II-5
<PAGE> 20
David L. Williams Mr. Williams has been Executive Vice
President - Operations of AIMCO since
January 1997. Prior to joining AIMCO, Mr.
Williams was Senior Vice President of
Operations at Evans Withycombe
Residential, Inc. from January 1996 to
January 1997. Previously, he was Executive
Vice President at Equity Residential
Properties Trust from October 1989 to
December 1995. He has served on National
Multi-Housing Council Boards and NAREIT
committees. Mr. Williams also served as
Senior Vice President of Operations and
Acquisitions of US Shelter Corporation
from 1983 to 1989. Mr. Williams has been
involved in the property management,
development and acquisition of real estate
properties since 1973. Mr. Williams
received his B.A. in education and
administration from the University of
Washington in 1967.
Harry G. Alcock Mr. Alcock has served as Vice President
since July 1996, and was promoted to
Senior Vice President - Acquisitions in
October 1997, with responsibility for
acquisition and financing activities since
July 1994. From June 1992 until July 1994,
Mr. Alcock served as Senior Financial
Analyst for PDI and HFC. From 1988 to
1992, Mr. Alcock worked for Larwin
Development Corp., a Los Angeles based
real estate developer, with responsibility
for raising debt and joint venture equity
to fund land acquisitions and development.
From 1987 to 1988, Mr. Alcock worked for
Ford Aerospace Corp. He received his B.S.
from San Jose State University.
Troy D. Butts Mr. Butts has served as Senior Vice
President and Chief Financial Officer of
AIMCO since November 1997. Prior to
joining AIMCO, Mr. Butts served as a
Senior Manager in the audit practice of
the Real Estate Services Group for Arthur
Andersen LLP in Dallas, Texas. Mr. Butts
was employed by Arthur Andersen LLP for
ten years and his clients were primarily
publicly-held real estate companies,
including office and multi-family real
estate investment trusts. Mr. Butts holds
a Bachelor of Business Administration
degree in Accounting from Angelo State
University and is a Certified Public
Accountant.
Martha Carlin Ms. Carlin has served as Vice President
since September 1996 and was promoted to
Senior Vice President - Ancillary Services
in December 1997. From December 1995 until
September 1996, Ms. Carlin served as Chief
Financial Officer for Wentwood Investment
Partners. Ms. Carlin was employed by
Arthur Andersen LLP for six years, with a
primary focus in real estate. Ms. Carlin
was also employed by MCI Communications
and Lincoln Property Company. Ms. Carlin
received a B.S. from the University of
Kentucky and is a certified public
accountant.
II-6
<PAGE> 21
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.
II-7
<PAGE> 22
David O'Leary Mr. O'Leary has been President of Property
Services Group, Inc., an AIMCO subsidiary
since December 1997. Property Services
Group, Inc. administers the Buyers Access
program. From 1993 until 1997, Mr. O'Leary
served as Regional Vice President and
Senior Vice President for Property
Services Group, Inc., with responsibility
for program marketing and sales. From 1981
to 1993 Mr. O'Leary served as Vice
President and Executive Vice President for
Commonwealth Pacific Inc., a privately
held real estate investment and management
firm based in Seattle, Washington. During
his tenure with Commonwealth Pacific,
Inc., Mr. O'Leary was responsible for
acquisitions, dispositions, development,
and asset management from offices located
in Houston and Dallas, Texas, Atlanta,
Georgia and Seattle, Washington. Mr.
O'Leary also served as Vice President for
Johnstown American Companies, directing
acquisition activities for the Northeast
United States. Mr. O'Leary received his
B.A. Degree from the University of Utah in
1979.
R. Scott Wesson Mr. Wesson has served as Senior Vice
President - Chief Information Officer of
AIMCO since July 1997. From 1994 until
1997, Mr. Wesson served as Vice President
of Information Services at Lincoln
Property Company, where he was responsible
for information systems infrastructure,
technology planning and business process
re-engineering. From 1992 to 1994, Mr.
Wesson served in the role of Director of
Network Services for Lincoln Property
Company, where he was responsible for the
design and deployment of the company's
Wide Area Network and Local Area Networks,
comprising over 2,500 workstations in over
40 locations nationwide. From 1988 to
1992, he was a systems consultant with
Automatic Data Processing involved in
design, planning and deployment of
financial and human resources systems for
several major, multinational
organizations. From 1984 to 1987, he was a
Senior Analyst with Federated Department
Stores, Inc. involved in planning and
distribution. Mr. Wesson received his B.S.
from the University of Texas in 1984.
II-8
<PAGE> 23
Richard S. Ellwood* Mr. Ellwood was appointed a Director of
12 Auldwood Lane AIMCO in July 1994 and is currently
Rumson, NJ 07760 Chairman of the Audit Committee. Mr.
Ellwood is the founder and President of
R.S. Ellwood & Co., Incorporated, a real
estate investment banking firm. Prior to
forming R.S. Ellwood & Co., Incorporated
in 1987, Mr. Ellwood had 31 years
experience on Wall Street as an investment
banker, serving as: Managing Director and
senior banker at Merrill Lynch Capital
Markets from 1984 to 1987; Managing
Director at Warburg Paribas Becker from
1978 to 1984; general partner and then
Senior Vice President and a director at
White, Weld & Co. from 1968 to 1978; and
in various capacities at J.P. Morgan & Co.
from 1955 to 1968. Mr. Ellwood currently
serves as a director of FelCor Suite
Hotels, Inc. and Florida East Coast
Industries, Inc.
J. Landis Martin* Mr. Martin was appointed a Director of
1999 Broadway AIMCO in July 1994 and became Chairman of
Suite 4300 the Compensation Committee in March 1998.
Denver, CO 80202 Mr. Martin has served as President and
Chief Executive Officer and a Director of
NL Industries, Inc., a manufacturer of
titanium dioxide, since 1987. Mr. Martin
has served as Chairman of Tremont
Corporation, a holding company operating
through its affiliates Titanium Metals
Corporation ("TIMET") and NL Industries,
Inc., since 1990 and as Chief Executive
Officer and a director of Tremont since
1998. Mr. Martin has served as Chairman of
Timet, an integrated producer of titanium,
since 1987 and Chief Executive Officer
since January 1995. From 1990 until its
acquisition by Dresser Industries, Inc.
("Dresser") in 1994, Mr. Martin served as
Chairman of the Board and Chief Executive
Officer of Baroid Corporation, an oilfield
services company. In addition to Tremont,
NL and TIMET, Mr. Martin is a director of
Dresser, which is engaged in the petroleum
services, hydrocarbon and engineering
industries.
Thomas L. Rhodes* Mr. Rhodes was appointed a Director of
215 Lexington Avenue AIMCO in July 1994. Mr. Rhodes has served
4th Floor as the President and a Director of
New York, NY 10016 National Review magazine since November
30, 1992, where he has also served as a
Director since 1998. From 1976 to 1992, he
held various positions at Goldman, Sachs &
Co. and was elected a General Partner in
1986 and served as a General Partner from
1987 until November 27, 1992. He is
currently Co-Chairman of the Board,
Co-Chief Executive Officer and a Director
of Commercial Assets Inc. and Asset
Investors Corporation. He also serves as a
Director of Delphi Financial Group, Inc.
and its subsidiaries, Delphi International
Ltd., Oracle Reinsurance Company, and the
Lynde and Harry Bradley Foundation. Mr.
Rhodes is Chairman of the Empire
Foundation for Policy Research, a Founder
and Trustee of Change NY, a Trustee of The
Heritage Foundation, and a Trustee of the
Manhattan Institute.
II-9
<PAGE> 24
John D. Smith* Mr. Smith was appointed a Director of
3400 Peachtree Road AIMCO in November 1994. Mr. Smith is
Suite 831 Principal and President of John D. Smith
Atlanta, GA 30326 Developments. Mr. Smith has been a
shopping center developer, owner and
consultant for over 8.6 million square
feet of shopping center projects including
Lenox Square in Atlanta, Georgia. Mr.
Smith is a Trustee and former President of
the International Council of Shopping
Centers and was selected to be a member of
the American Society of Real Estate
Counselors. Mr. Smith served as a Director
for Pan-American Properties, Inc.
(National Coal Board of Great Britain)
formerly known as Continental Illinois
Properties. He also serves as a director
of American Fidelity Assurance Companies
and is retained as an advisor by Shop
System Study Society, Tokyo, Japan.
II-10
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
7.1 Agreement and Plan of Merger, dated as of October 1, 1998,
by and between AIMCO and IPT (incorporated by reference to
Exhibit 2.1 of IPT's Current Report on Form 8-K, File No.
1-14179, dated October 1, 1998).
7.2 Irrevocable Limited Proxy, dated October 1, 1998, granted by
AIMCO to Andrew L. Farkas, James A. Aston and Frank M.
Garrison (incorporated by reference to Exhibit 99.1 of IPT's
Current Report on Form 8-K, File No. 1-14179, dated October
1, 1998).
7.3 Second Amended and Restated Bylaws of IPT, dated October 2,
1998 (incorporated by reference to Exhibit 3.2 of IPT's
Current Report on Form 8-K, File No. 1-14179, dated October
1, 1998).
7.4 Shareholders' Agreement, dated October 1, 1998, among AIMCO,
Andrew L. Farkas, James A. Aston and Frank M. Garrison
(incorporated by reference to Exhibit 99.2 of IPT's Current
Report on Form 8-K, File No. 1-14179, dated October 1,
1998).
7.5 Agreement of Joint Filing, dated January 25, 1999, among
the Reporting Persons.
</TABLE>
25
<PAGE> 1
EXHIBIT 7.5
AGREEMENT OF JOINT FILING
Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust and Apartment Investment and Management Company agree that the
Statement on Schedule 13D to which this Agreement is attached as an exhibit, and
all future amendments to this Statement, shall be filed on behalf of each of
them. This Agreement is intended to satisfy Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: January 25, 1999
COOPER RIVER PROPERTIES, L.L.C.
By: AIMCO Properties, L.P.,
its managing member
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ PATRICK J. FOYE
-------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
-------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
-------------------------------
Patrick J. Foye
Executive Vice President
