<PAGE>
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)
(AMENDMENT NO. 4)
------------------------------------
DAVIDSON GROWTH PLUS, L.P.
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number)
------------------------------------
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
------------------------------------
OCTOBER 1, 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 19 Pages)
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 2 of 19
- ------------------------------------- -----------------------------------
<S> <C> <C>
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO 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
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
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 2,482.83
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,482.83
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482.83
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
=============================================================================================================================
<PAGE>
- ------------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 3 of 19
- ------------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
AIMCO-GP, INC.
- -----------------------------------------------------------------------------------------------------------------------------
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
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 2,482.83
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,482.83
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482.83
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
<PAGE>
- ------------------------------------- -----------------------------------
CUSIP No. NONE 13D/A Page 4 of 19
- ------------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
I.R.S. # 84-1259577
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NOT APPLICABLE
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 2,482.83
PERSON WITH -------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,482.83
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482.83
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
</TABLE>
<PAGE>
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4, which relates to the units of limited
partnership interest ("Units") in Davidson Growth Plus, L.P., a Delaware
limited partnership (the "Partnership"), amends and supplements the Statement
on Schedule 13D (as amended through the date hereof, the "Statement")
previously filed with the Commission by Insignia Financial Group, Inc.
("Insignia"). This Amendment No. 4 is being filed to report information
regarding the changes in beneficial ownership of the Units that occurred as a
result of the merger (the "AIMCO Merger") of Insignia, including its
controlling interest in Insignia Properties Trust ("IPT") with and into
Apartment Investment and Management Company, a Maryland corporation ("AIMCO"),
with AIMCO being the surviving corporation, on October 1, 1998. Accordingly,
this Amendment No. 4 relates to Units beneficially owned by AIMCO Properties,
L.P., a Delaware limited partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware
corporation ("AIMCO-GP"), and AIMCO (AIMCO OP, AIMCO-GP and AIMCO are sometimes
collectively referred to in this Statement as the "Reporting Persons").
The following Items of the Statement are hereby supplemented
and/or amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Following the AIMCO Merger, AIMCO OP, AIMCO-GP and AIMCO
became beneficial owners of the Units. The principal business address of each
of the Reporting Persons is located at 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222.
As of June 30, 1998, AIMCO owns an approximately 89% controlling
interest in AIMCO OP through its wholly-owned subsidiaries, AIMCO-LP, Inc., a
Delaware corporation ("AIMCO-LP"), and AIMCO-GP. AIMCO-LP is a limited partner
of AIMCO OP (owning approximately 88% of the total equity interests) and
AIMCO-GP is the sole general partner of AIMCO (owning approximately 1% of the
total equity interests). The principal business of AIMCO OP is to own and
operate multifamily residential properties. The principal business of AIMCO-GP
is to act as the sole general partner of AIMCO OP. The directors and executive
officers of AIMCO-GP, which is the general partner of AIMCO OP, may be deemed
to control the management of AIMCO OP. AIMCO-GP's executive officers are the
same as those of AIMCO and the two directors of AIMCO-GP, Terry Considine and
Peter K. Kompaniez, are also directors of AIMCO. The name, business address,
present principal occupation or employment and citizenship of each director and
executive officer of AIMCO-GP and AIMCO are set forth in Schedule I to this
Statement.
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. AIMCO conducts substantially all of its operations
through AIMCO OP and its subsidiaries.
On October 1, 1998, AIMCO acquired substantially all of Insignia's
residential assets and ownership interests (including its controlling interest
in IPT) pursuant to the AIMCO Merger. Insignia was a fully integrated real
estate services organization specializing in the ownership and operation of
5
<PAGE>
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 will
operate more than 2,000 properties, including nearly 400,000 apartment units
serving approximately one million residents.
(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 Schedule I, 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 him
or it 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 4. PURPOSE OF THE TRANSACTION.
Effective October 1, 1998 in connection with the AIMCO Merger,
AIMCO acquired a controlling interest in IPT, which in turn controls the
general partner of the Partnership (the "General Partner"). Upon consummation
of the AIMCO Merger, AIMCO appointed the directors and officers of AIMCO-GP
(which is a wholly-owned subsidiary of AIMCO) as the directors and officers of
the General Partner. In addition, AIMCO owns a majority of the company that
manages the Partnership's properties. The Reporting Persons intend that the
Partnership will continue its business and operations substantially as they are
currently being conducted.
On August 27, 1998, Cooper River Properties, L.L.C. ("Cooper
River"), Insignia Properties, L.P. ("IPLP"), IPT and Insignia commenced a
tender offer (the "Offer") for up to 10,000 Units at a purchase price of $400
per Unit, net to the seller in cash, upon the terms and conditions set forth in
the Offer to Purchase dated August 27, 1998 (the "Offer to Purchase"). As a
result of the AIMCO Merger on October 1, 1998, AIMCO succeeded to Insignia's
outstanding equity interests, including Insignia's interests in IPT and IPLP.
Accordingly, Cooper River, IPLP, IPT and AIMCO have filed an amendment to the
Tender Offer Statement on Schedule 14D-1 disclosing the substitution of AIMCO
for Insignia as a bidder in the Offer. Cooper River, IPLP and IPT are
affiliates of AIMCO. The summary description of the Offer is qualified in its
entirety by reference to the Offer to Purchase, which is attached hereto as
Exhibit 7.6 and incorporated herein by reference.
Following the completion of the Offer, AIMCO and/or persons
related to or affiliated with it may acquire additional Units. Any such
acquisition may be made through private purchases, through one or more future
tender or exchange offers or by any other means deemed advisable. Any such
acquisition may be at a price higher or lower than the price to be paid for the
Units purchased pursuant to the Offer, and may be for cash or other
consideration. AIMCO presently is considering whether, following the
consummation of the Offer, it will engage in one or more exchange offers or
tender offers for Units. There is a substantial likelihood that, within a
relatively short time after the consummation of the Offer, AIMCO or one of its
affiliates will offer to acquire Units in exchange for preferred or common
units of limited partnership interest in AIMCO OP. 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 none will occur. AIMCO also expects that after consummation of the
Offer it will consider and may pursue other means of acquiring additional
Units, including through further cash tender offers, negotiated purchases or
otherwise. AIMCO also may consider disposing of some or all of the Units
acquired pursuant to the Offer, either directly or by a sale or other
disposition of one or more interests in IPT or IPLP, depending among other
things on the
6
<PAGE>
requirements from time to time of AIMCO, IPT and their affiliates in light of
liquidity, strategic, tax and other considerations.
The Reporting Persons do not have any present plans or proposals
which relate to or would result in any material changes in the Partnership's
structure or business such as a merger, reorganization or liquidation. The
Reporting Persons have no present intention to cause the Partnership to sell
any of its properties or to prepay current mortgages within any specified time
period. A merger or other consolidation transaction and certain kinds of other
extraordinary transactions may require a vote of the limited partners of the
Partnership in accordance with the Partnership's Limited Partnership Agreement
or applicable state laws. The Reporting Persons' primary objective in acquiring
the Units is not to influence the vote on any particular transaction, but
rather to acquire additional interests in the Partnership at prices deemed
acceptable by the General Partner.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As a result of Insignia being merged with and into AIMCO,
with AIMCO being the surviving corporation, in the AIMCO Merger, AIMCO
succeeded to Insignia as the beneficial owner of the Units. Immediately
following the AIMCO Merger on October 1, 1998, IPLP and AIMCO OP entered into
an Assignment and Assumption Agreement (the "Assignment Agreement"), pursuant
to which IPLP transferred and assigned, among other things, the Units directly
owned by it to AIMCO OP. Accordingly, AIMCO OP succeeded to IPLP as owner of
the Units previously directly owned by IPLP. AIMCO-GP and AIMCO may be deemed
to beneficially own the Units directly owned by AIMCO OP by reason of their
relationship with AIMCO OP. AIMCO controls AIMCO OP through its two
wholly-owned subsidiaries, AIMCO-GP, which is the sole general partner of AIMCO
OP, and AIMCO-LP, which is a limited partner (owning approximately 88% of the
total equity interests) of AIMCO OP.
Accordingly, for purposes of this Statement: (i) AIMCO OP is
reporting that it shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the 2,482.83 (representing approximately
8.8% of the outstanding) Units directly owned by it; and (ii) AIMCO-GP and
AIMCO 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 2,482.83 Units
directly owned by AIMCO OP.
(e) Following the AIMCO Merger and the subsequent assignment of
the Units owned by IPLP to AIMCO OP pursuant to the Assignment Agreement, on
October 1, 1998, IPLP and IPT ceased to be beneficial owners of the Units.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information in Item 5 and the Assignment Agreement, which is
attached hereto as Exhibit 7.1, is incorporated herein by reference.
In addition to the AIMCO Merger, effective 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.
7
<PAGE>
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 (including the Partnership), 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.
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 and in Item 2 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 7.2, 7.3, 7.4 and 7.5 and incorporated herein by reference.
8
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Assignment and Assumption Agreement, dated
as of October 1, 1998, between IPLP and AIMCO
OP.
Exhibit 7.2 Agreement and Plan of Merger, dated as of
October 1, 1998, by and between AIMCO and IPT.
Exhibit 7.3 Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A.
Aston and Frank M. Garrison.
Exhibit 7.4 Second Amended and Restated Bylaws of IPT, dated
October 2, 1998.
Exhibit 7.5 Shareholder's Agreement, dated October 1, 1998,
among AIMCO, Andrew L. Farkas, James A. Aston and
Frank M. Garrison.
Exhibit 7.6 Offer to Purchase, dated August 27, 1998.
Exhibit 7.7 Agreement of Joint Filing, dated October 26,
1998, among the Reporting Persons.
9
<PAGE>
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: October 26, 1998
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
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-------------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
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
10
<PAGE>
SCHEDULE I
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF
AIMCO-GP AND AIMCO
1. DIRECTORS AND EXECUTIVE OFFICERS OF AIMCO-GP AND 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-GP and AIMCO. Unless otherwise
indicated, each person identified below is employed by AIMCO-GP and AIMCO. The
principal business address of each of AIMCO-GP and AIMCO and, unless otherwise
indicated, each person identified below, is 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222. The two directors of AIMCO-GP are Terry
Considine and Peter K. Kompaniez. All persons identified below are United
States citizens.
<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Terry Considine Chairman of the Board of Directors and Chief Executive Officer
Peter K. Kompaniez Vice Chairman, President and Director
Thomas W. Toomey Executive Vice President - Finance and Administration
Joel F. Bonder Executive Vice President and General Counsel and Secretary
Patrick J. Foye Executive Vice President
Robert Ty Howard Executive Vice President - Ancillary Services
Steven D. Ira Executive Vice President and Co-Founder
David L. Williams Executive Vice President - Property Operations
Harry G. Alcock Senior Vice President - Acquisitions
Troy D. Butts Senior Vice President and Chief Financial Officer
Martha Carlin Senior Vice President - Ancillary Services
Joseph DeTuno Senior Vice President - Property Redevelopment
Jack W. Marquardt Senior Vice President - Accounting
Leeann Morein Senior Vice President - Investor Services and Secretary
David O'Leary Senior Vice President - Buyers Access
R. Scott Wesson Senior Vice President - Chief Information Officer
Richard S. Ellwood Director; Chairman, Audit Committee
J. Landis Martin Director; Chairman, Compensation Committee
Thomas L. Rhodes Director
John D. Smith Director
</TABLE>
2. BIOGRAPHICAL INFORMATION. The following is a biographical summary
of the experience of the current directors and executive officers of AIMCO-GP
and 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,
I-1
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
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.
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
I-2
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
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.
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
I-3
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
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.
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.
I-4
<PAGE>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
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.
I-5
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
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 Access program.
I-6
<PAGE>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
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
12 Auldwood Lane July 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.
I-7
<PAGE>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS
J. Landis Martin* Mr. Martin was appointed a Director of AIMCO in
1999 Broadway July 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 titaniu m, 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
215 Lexington Avenue July 1994. Mr. Rhodes has served as the President
4th Floor and a Director of National Review magazine since
New York, NY 10016 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.
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.
I-8
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
7.1 Assignment and Assumption Agreement, dated as of
October 1, 1998, between IPLP and AIMCO OP
(incorporated by reference to Exhibit (c)(1) to
Amendment No. 3 to the Tender Offer Statement on
Schedule 14D-1 filed by Cooper River, IPLP, IPT and
AIMCO on October 19, 1998 with respect to the
Partnership).
7.2 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).
7.3 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).
7.4 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).
7.5 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).
7.6 Offer to Purchase, dated August 27, 1998
(incorporated by reference to Exhibit (a)(1) of the
Tender Offer Statement on Schedule 14D-1 filed by
Cooper River, IPLP, IPT and Insignia on August 27,
1998 with respect to the Partnership).
7.7 Agreement of Joint Filing, dated October 26, 1998,
among the Reporting Persons.
19
<PAGE>
EXHIBIT 7.7
AGREEMENT OF JOINT FILING
AIMCO Properties, L.P., AIMCO-GP, Inc. and Apartment Investment and
Management Company agree that the amendment to 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: October 26, 1998
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.,
its General Partner
By: /s/ PATRICK J. FOYE
-------------------------
Patrick J. Foye
Executive Vice President
AIMCO-GP, INC.
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
