<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)
(AMENDMENT NO. 5)
------------------------
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
------------------------------
JANUARY 25, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition 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> 2
- --------------------------------- -------------------------------
CUSIP No. NONE 13D/A Page 2 of 19
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8. SHARED VOTING POWER
3,937
------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,937
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,419.83
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 3
- --------------------------------- -------------------------------
CUSIP No. NONE 13D/A Page 3 of 19
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------
8. SHARED VOTING POWER
3,937
----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,937
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,419.83
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 4
- --------------------------------- -------------------------------
CUSIP No. NONE 13D/A Page 4 of 19
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------
8. SHARED VOTING POWER
3,937
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,937
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,419.83
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE> 5
- --------------------------------- -------------------------------
CUSIP No. NONE 13D/A Page 5 of 19
- --------------------------------------------------------------------------------
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
EACH
REPORTING
PERSON WITH
-----------------------------------------------------
8. SHARED VOTING POWER
2,482.83
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,482.83
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,419.83
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 6
- --------------------------------- -------------------------------
CUSIP No. NONE 13D/A Page 6 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
EACH
REPORTING
PERSON WITH
-----------------------------------------------------
8. SHARED VOTING POWER
2,482.83
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,482.83
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,419.83
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 7
- --------------------------------- -------------------------------
CUSIP No. NONE 13D/A Page 7 of 19
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7.
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON WITH
-----------------------------------------------------
8. SHARED VOTING POWER
6,419.83
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,419.83
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,419.83
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 8
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5, which relates to 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 AIMCO Properties, L.P., a Delaware limited
partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware corporation ("AIMCO-GP")
and Apartment Investment and Management Company, a Maryland corporation
("AIMCO"). This Amendment No. 5 relates to a tender offer by Cooper River
Properties, L.L.C., a Delaware limited partnership ("Cooper River") for up to
10,000 of the outstanding Units of the Partnership, at a purchase price of
$340.00 per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 27, 1998 and the
related Assignment of Partnership Interest (which, together with any supplements
or amendments, collectively constitute the "Offer"). Accordingly, this Amendment
No. 5 relates to Units beneficially owned by Cooper River, Insignia Properties,
L.P., a Delaware limited partnership ("IPLP"), Insignia Properties Trust, a
Maryland real estate investment trust ("IPT"), AIMCO OP, AIMCO-GP and AIMCO
(Cooper River, IPLP, IPT, AIMCO OP, AIMCO-GP and AIMCO are sometimes
collectively referred to in this Statement as the "Reporting Persons").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Statement.
The following Items of the Statement are hereby supplemented
and/or amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Following the expiration of the Offer, Cooper River,
IPLP and IPT became beneficial owners of Units. The principal business address
of each of Cooper River, IPLP and IPT is located at 1873 South Bellaire Street,
17th Floor, Denver, Colorado 80222.
As result of the completion of the AIMCO Merger on
October 1, 1998, AIMCO succeeded to Insignia Financial Group, Inc. ("Insignia")
with respect to all interests owned by Insignia, including Insignia's interests
in IPT and IPLP. Upon consummation of the AIMCO Merger, AIMCO and its
subsidiaries contributed all of the common partnership units in IPLP which it
acquired from Insignia to AIMCO OP. Accordingly, IPT remains the sole general
partner of IPLP (owning approximately 70% of the total equity interests of IPLP)
and AIMCO OP is the sole limited partner of IPLP (owning approximately 30% of
the total equity interests in IPLP). AIMCO also owns approximately 51% of the
outstanding common shares of IPT, with the right to acquire up to approximately
65% of such shares (based upon the number of common shares of IPT outstanding as
of October 1, 1998) upon AIMCO OP's exercise of its right to exchange one common
partnership unit of IPLP for one common share of IPT.
Upon consummation of the AIMCO Merger, IPLP was
appointed managing member, and therefore replaced the previous managers, of
Cooper River. In addition, AIMCO appointed new trustees and executive officers
of IPT. The name, business address, present principal occupation or employment
and citizenship of each trustee and executive officer of IPT is set forth in
Schedule I to this Statement.
(d)-(e) During the past five years none of Cooper River, IPLP
or IPT, nor, to the best knowledge of IPT, 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 Cooper River,
IPLP or IPT or any of the persons listed on Schedule I 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.
8
<PAGE> 9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Cooper River directly owns 3,937 Units and AIMCO OP
directly owns 2,482.83 Units (for an aggregate of 6,419.83 Units), representing
approximately 13.9% and 8.7%, respectively, or a total of 22.6% of the
outstanding Units based on the 28,371.75 Units outstanding at January 1, 1999.
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 and IPT is the sole general partner (owning approximately 70%
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 2 above).
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 3,937 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 3,937 Units
directly owned by Cooper River; (iii) 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 Units directly owned by it; (iv) AIMCO-GP 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 Units directly owned by AIMCO
OP; and (v) 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 3,937 Units
directly owned by Cooper River and the 2,482.83 Units directly owned by AIMCO
OP.
(c) The Offer expired pursuant to its terms on Thursday,
December 31, 1998. On January 25, 1999, Cooper River acquired a total of 3,937
Units, representing approximately 13.9% of the outstanding Units, at a purchase
price of $340.00 per Unit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.8 Agreement of Joint Filing, dated January 29, 1999,
among the Reporting Persons.
9
<PAGE> 10
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 29, 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
AIMCO PROPERTIES, L.P.
By: /s/ PATRICK J. FOYE
-----------------------------
Patrick J. Foye
Executive Vice President
10
<PAGE> 11
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
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. 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.
S-1
<PAGE> 13
NAME PRESENT PRINCIPAL OCCUPATION
Peter. K. Kompaniez* Peter K. Kompaniez has served as President and a
Trustee of IPT since October 1, 1998. 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.
S-2
<PAGE> 14
NAME PRESENT PRINCIPAL OCCUPATION
Thomas W. Toomey* Thomas W. Toomey has served as Executive Vice
President -- Finance and a Trustee of IPT since
October 1, 1998. 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 Joel F. Bonder has served as Executive Vice President
and General Counsel of IPT since October 1, 1998. 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.
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., a Delaware corporation ("Insignia").
S-3
<PAGE> 15
NAME PRESENT PRINCIPAL OCCUPATION
Patrick J. Foye* Patrick J. Foye has served as Executive Vice President
and a Trustee of IPT since October 1, 1998. 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 Robert Ty Howard has served as Executive Vice
President -- Ancillary Services of IPT since October
1, 1998. 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.
S-4
<PAGE> 16
NAME PRESENT PRINCIPAL OCCUPATION
Steven D. Ira* Steven D. Ira has served as Executive Vice President
and a Trustee of IPT since October 1, 1998. 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.
David L. Williams David L. Williams has served as Executive Vice
President -- Property Operations of IPT since October
1, 1998. 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.
S-5
<PAGE> 17
NAME PRESENT PRINCIPAL OCCUPATION
Harry G. Alcock* Harry G. Alcock has served as Senior Vice President--
Acquisitions and a Trustee of IPT since October 1,
1998. 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 Troy D. Butts has served as Senior Vice President and
Chief Financial Officer of IPT since October 1, 1998.
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.
Andrew L. Farkas* Andrew L. Farkas currently serves as a Continuing
375 Park Avenue Trustee of IPT since October 1, 1998. Mr. Farkas'
Suite 3401 present principal occupation is to serve as the
New York, New York Chairman of the Board and Chief Executive Officer of
10152 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 Continuing
15 South Main Street Trustee of IPT since October 1, 1998. Mr. Aston's
Greenville, South present principal occupation is to serve as Chief
Carolina 29601 Financial Officer and member of the Office of the
Chairman of Insignia.
Frank M Garrison* Frank M. Garrison currently serves as a Continuing
102 Woodmont Boulevard Trustee of IPT since October 1, 1998. Mr. Garrison's
Suite 400 present principal occupation is as a member of the
Nashville, Tennessee Office of the Chairman of Insignia.
37205
S-6
<PAGE> 18
NAME PRESENT PRINCIPAL OCCUPATION
Bryan L. Herrmann* Bryan L. Herrmann currently serves as a Continuing
5043 Gould Avenue Trustee of IPT since October 1, 1998. Mr. Herrmann's
La Canada, California present principal occupation is as an investment
91011 banker and Chairman and Chief Executive Officer of
Base Camp 9 Corp., since 1990. Mr. Herrman 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.
Warren M. Eckstein* Warren M. Eckstein currently serves as a Continuing
Warburg Dillon Read Trustee of IPT since October 1, 1998. Mr. Eckstein's
535 Madison Avenue present principal occupation is as Managing Director
6th Floor -- Investment Banking of Paine Webber Incorporated,
New York, New York since October 1996. Prior to October 1996, Mr.
10022 Eckstein served as Senior Vice President, Investment
Banking, of Dillon, Reed & Co., Inc.
S-7
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
Exhibit 7.8 Agreement of Joint Filing, dated January 29, 1999, among the
Reporting Persons.
</TABLE>
19
<PAGE> 1
EXHIBIT 7.8
AGREEMENT OF JOINT FILING
Cooper River Properties, L.L.C., Insignia Properties, L.P., Insignia
Properties Trust, 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: January 29, 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
<PAGE> 2
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
