<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
------------------------------------
ANGELES INCOME PROPERTIES, LTD. 6
(Name of Subject Company)
COOPER RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
------------------------------------
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 on Behalf of Bidders)
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
------------------------------------
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- -------------- --------------
CUSIP No. NONE 14D-1/A Page 2
- -------------- --------------
===============================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
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. Sources of Funds
AF
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
OO
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<PAGE>
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CUSIP No. NONE 14D-1/A Page 3
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===============================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
INSIGNIA PROPERTIES, L.P.
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
WC
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
DELAWARE
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
PN
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<PAGE>
- -------------- --------------
CUSIP No. NONE 14D-1/A Page 4
- -------------- --------------
===============================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
INSIGNIA PROPERTIES TRUST
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
NOT APPLICABLE
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
MARYLAND
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
OO
===============================================================================
<PAGE>
- -------------- --------------
CUSIP No. NONE 14D-1/A Page 5
- -------------- --------------
===============================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[X]
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Sources of Funds
NOT APPLICABLE
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization
MARYLAND
- -------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,938
- -------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
- -------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
4.1%
- -------------------------------------------------------------------------------
10. Type of Reporting Person
CO
===============================================================================
<PAGE>
AMENDMENT NO. 6 TO SCHEDULE 14D-1
This Amendment No. 6 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on August 13,
1998, as amended by Amendment No. 1 filed with the Commission on August 14,
1998, Amendment No. 2 filed with the Commission on September 11, 1998,
Amendment No. 3 filed with the Commission on September 21, 1998, Amendment No.
4 filed with the Commission on September 28, 1998 and Amendment No. 5 filed
with the Commission on October 5, 1998 (the "Statement") by Cooper River
Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"),
Insignia Properties Trust ("IPT") and Insignia Financial Group, Inc.
("Insignia") relating to the tender offer of the Purchaser for up to 20,000 of
the outstanding units of limited partnership interest (the "Units") of Angeles
Income Properties, Ltd. 6 (the "Partnership"), at a purchase price of $225 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 13, 1998 (the "Offer to
Purchase") and the related Assignment of Partnership Interest (which, together
with any supplements or amendments, collectively constitute the "Offer"). This
Amendment No. 6 is being filed to report, among other things, information
regarding the change in control of the bidders that occurred as a result of the
merger (the "AIMCO Merger") of Insignia with and into Apartment Investment and
Management Company, a Maryland Corporation ("AIMCO") on October 1, 1998, as
disclosed in Section 11 of the Offer to Purchase. Capitalized terms used but
not defined herein have the meanings ascribed to them in the Offer to Purchase
and the original Statement.
The following Items of the Statement are hereby supplemented
and/or amended:
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by the Purchaser,
IPLP, IPT and AIMCO (collectively, the "Bidders"). As a result of the
completion of the AIMCO Merger on October 1, 1998, AIMCO succeeded to 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 Properties, L.P., a Delaware limited
partnership which is controlled by AIMCO ("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 50.7% of the outstanding common shares of IPT, with the right to
acquire up to 65.4% 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. 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, Inc., a Delaware corporation ("AIMCO-GP"). AIMCO-LP
is a limited partner of AIMCO OP (owning approximately 88% of the outstanding
equity interests) and AIMCO-GP is the sole general partner of AIMCO OP (owning
approximately 1% of the outstanding equity interests).
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
6
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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 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.
Also, 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.
Schedule II attached hereto, relating to certain information
regarding the directors and executive officers of AIMCO, hereby replaces
Schedule III to the Offer to Purchase in its entirety.
IPLP and IPT. 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, all of the Units directly owned by IPLP to AIMCO OP in
exchange for common units of limited partnership interest in AIMCO OP.
7
<PAGE>
On September 17, 1998, Angeles Mortgage Investment Trust, an
unincorporated California business trust whose Class A shares were traded on
the American Stock Exchange under the symbol ANM ("AMIT"), was merged with and
into IPT, with IPT being the surviving entity (the "AMIT Merger"). As a result
of the AMIT Merger, IPT's common shares are now listed and traded on the
American Stock Exchange under the symbol FFO.
Schedule I attached hereto, relating to certain information
regarding the trustees and executive officers of IPT, hereby supplements and
amends Schedule II to the Offer to Purchase.
The Purchaser. Upon consummation of the AIMCO Merger, IPLP was
appointed managing member of the Purchaser and therefore replaced all of the
managers listed on Schedule I to the Offer to Purchase.
The principal executive offices of the Purchaser, IPLP, IPT and
AIMCO are located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado
80222 and the telephone number of each is (303) 757-8101.
(e)-(f) During the last five years, none of the Bidders, nor to
the best of their knowledge any of the persons listed in Schedules I or II to
the Offer to Purchase (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining further violations of or prohibiting activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Purchaser expects to obtain all of the funds required to
purchase 20,000 Units, if tendered, and to pay related fees and expenses from
IPLP through capital contributions. IPLP in turn will receive funds from AIMCO
(or any of its affiliates), which intends to use its cash from operations and
equity issuances. The Purchaser has not conditioned the Offer on obtaining
financing.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
IPT, through the Purchaser (which is an affiliate of the General
Partner), is seeking to acquire Units pursuant to the Offer in order to
increase its equity interest in the Partnership, primarily for investment
purposes and with a view to making a profit. Following the completion of the
Offer, IPT 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, at the
option of limited partners of AIMCO OP, preferred units 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 and IPT (which are affiliates of the General
8
<PAGE>
Partner) also may consider disposing of some or all of the Units the Purchaser
acquires 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 requirements from time to time of AIMCO, IPT and their affiliates
in light of liquidity, strategic, tax and other considerations.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Upon consummation of the AIMCO Merger, effective October 1, 1998,
IPLP and AIMCO OP entered into 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 currently owns the 1,938 (representing
approximately 4.1% of the outstanding) Units previously owned by IPLP, and
AIMCO may be deemed to beneficially own those Units as a result of its interest
in AIMCO OP. The information in Item 2 above is incorporated herein by
reference, and information regarding the Assignment Agreement is qualified in
its entirety by reference to that Agreement, which is attached hereto as
Exhibit (c)(1) and incorporated herein by reference.
Except as otherwise set forth herein, none of the Purchaser,
IPLP, IPT, AIMCO or, to the best of Purchaser's knowledge any of the persons
listed on Schedules I or II to the Offer to Purchase, or any affiliate of the
foregoing, (i) beneficially owns or has a right to acquire any Units, (ii) has
effected any transaction in the Units in the last 60 days, or (iii) has any
contract, arrangement, understanding or relationship with any person with
respect to any securities of the Partnership, including, but not limited to,
contracts, arrangements, understandings or relationships concerning the
transfer or voting thereof, joint ventures, loan or option arrangements, puts
or calls, guarantees of loans, guarantees against loss of the giving or
withholding of proxies. Andrew L. Farkas historically reported beneficial
ownership of Units because he may have been deemed to control Insignia and IPT
as a result of the fact that he was Chairman of the Board, Chief Executive
Officer and President and an 18% shareholder of Insignia. On October 1, 1998,
Insignia (including its controlling interest in IPT) was merged with and into
Insignia, with AIMCO being the surviving corporation pursuant to the AIMCO
Merger. Also effective on October 1, 1998, IPT and AIMCO executed the IPT
Merger Agreement with respect to the IPT Merger. As further described in Item 7
below, Mr. Farkas may be deemed to continue to beneficially own the Units
previously reported because (i) AIMCO granted Mr. Farkas an irrevocable limited
proxy to vote the Shares owned by AIMCO in favor of the IPT Merger and (ii) Mr.
Farkas continues to serve as a trustee of IPT, with certain powers including,
among others, the right to waive or amend the provisions of the IPT Merger
Agreement.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Items 2 and 6 above is incorporated
herein by reference.
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
9
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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 (c)(2), (c)(3), (c)(4) and (c)(5) and incorporated herein by
reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
IPT is subject to the information and reporting requirements of
the Exchange Act and in accordance therewith is required to file periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Certain information, as of
particular dates, concerning IPT's business, principal properties, capital
structure, material pending legal proceedings, operating results, financial
condition, directors and officers (including their remuneration and stock
options granted to them), the principal holders of IPT's securities, any
material interests of such persons in transactions with IPT and certain other
matters is required to be disclosed in proxy statements and annual reports
distributed to IPT's shareholders and filed with the Commission. Such reports,
proxy statements and other information may be inspected and copied at the
Commission's public reference facilities and should also be available for
inspection in the same manner as set forth with respect to the Partnership in
Section 9 of the Offer to Purchase.
Set forth below is certain consolidated financial information
with respect to IPT, IPLP and its consolidated subsidiaries for its fiscal
years ended December 31, 1997 and 1996 and the six-month periods ended June 30,
1998 and 1997. More comprehensive financial and other information is included
in IPT's Registration Statement on Form S-4, as amended through August 10, 1998
(including management's discussion and analysis of financial condition and
results of operations), and in other reports and documents filed by IPT with
the Commission. The financial information set forth below is qualified in its
entirety by reference to such reports and documents filed with the Commission
and the financial statements and related notes contained therein. These reports
and other documents may be examined and copies thereof may be obtained in the
manner set forth above.
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INSIGNIA PROPERTIES TRUST SELECTED
CONSOLIDATED FINANCIAL INFORMATION (in
thousands, except share and unit data)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED Year Ended Year Ended
JUNE 30, 1998 JUNE 30, 1997 December 31, 1997 December 31, 1996
------------- ------------- ----------------- -----------------
(unaudited) (unaudited) (audited) (audited)
<S> <C> <C> <C> <C>
Statements of Operations Data:
Revenues.......................... $ 12,977 $ 6,715 $ 16,826 $ 9,705
Income Before Extraordinary Item.. $ 9,164 $ 1,248 $ 6,074 $ 3,557
Net Income........................ $ 8,907 $ 1,248 $ 6,004 $ 2,425
Supplemental Data:
Funds From Operations(1).......... $ 16,825 $ 8,718 $ 20,939 $ 12,563
IPT Common Shares Outstanding..... 19,427,760 15,501,487 18,573,151 11,168,036
IPLP Units Outstanding............ 9,934,476 8,399,499 9,415,947 8,399,499
----------- ----------- ---------- ----------
IPT Common Shares and IPLP
Units Outstanding(2).......... 29,362,236 23,900,986 27,989,098 19,567,535
========== ========== ========== ==========
Balance Sheets Data:
Cash.............................. $ 14,639 $ 35,520 $ 37,432 $ 4,928
Investments in IPT Partnerships(3) $ 192,832 $ 124,951 $ 159,469 $ 118,741
Long-Term Debt.................... $ 21,951 $ 19,950 $ 19,300 $ 19,730
Shareholders' Equity(4)........... $ 212,697 $ 163,466 $ 200,659 $ 121,068
</TABLE>
(1) Funds from Operations represent income or loss from real estate operations,
which is net income or loss in accordance with GAAP, excluding gains or
losses from debt restructuring or sales of property, plus depreciation and
provision for impairment.
(2) Assumes all outstanding IPLP units are exchanged for IPT Common Shares.
(3) As of June 30, 1998, represented IPT's investment in 41 of the 124 IPT
Partnerships which IPT accounts for using the equity method. Of the
remaining 83 IPT Partnerships, IPT accounts for 81 using the cost method
and two using the consolidation method.
(4) Includes Insignia's minority interest in IPLP.
AIMCO is subject to the information and reporting requirements of
the Exchange Act and in accordance therewith is required to file periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Certain information, as of
particular dates, concerning AIMCO's business, principal properties, capital
structure, material pending legal proceedings, operating results, financial
condition, directors and officers (including their remuneration and stock
options granted to them), the principal holders of AIMCO's securities, any
material interests of such persons in transactions with AIMCO and certain other
matters is required to be disclosed in proxy statements and annual reports
distributed to AIMCO's shareholders and filed with the Commission. Such
reports, proxy statements and other information may be inspected and copied at
the Commission's public reference facilities and should also be available for
inspection in the same manner as set forth with respect to the Partnership in
Section 9 to the Offer to Purchase.
Set forth below is certain consolidated financial information
with respect to AIMCO and its consolidated subsidiaries for its fiscal years
ended December 31, 1997, 1996 and 1995 and the six-month periods ended June 30,
1998 and 1997. More comprehensive financial and other information is included
in AIMCO's Annual Report on Form 10-K for the year ended December 31, 1997, as
amended (including management's discussion and analysis of financial condition
and results of operations) and in other reports and documents filed by AIMCO
with the Commission. The financial information set forth is qualified in its
entirety by reference to such reports and documents filed with the Commission
and the financial statements and related notes contained therein. These reports
and other documents may be examined and copies thereof may be obtained in the
manner set forth above.
11
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APARTMENT INVESTMENT MANAGEMENT COMPANY
SUMMARY HISTORICAL FINANCIAL INFORMATION
(in thousands, except per share data)
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-------- ------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
(unaudited) (restated)(a)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Income from rental property
operations........................ $ 62,619 $ 30,779 $ 72,477 $ 39,814 $ 27,483
Income from service company
business.......................... 3,893 2,507 2,028 1,717 1,973
Income (loss) from operations....... 35,998 11,733 30,246 15,629 14,988
Net Income (loss)................... 35,262 9,848 28,633 12,984 13,375
PER SHARE DATA:
Basic earnings per common share..... $ 0.62 $ 0.53 $ 1.09 $ 1.05 $ 0.86
Diluted earnings per common share... $ 0.61 $ 0.53 $ 1.08 $ 1.04 $ 0.86
Weighted average number of common
shares outstanding................ 43,206 18,424 24,055 12,411 9,571
Weighted average number of common
shares and common share equivalents
outstanding....................... 43,409 18,559 24,436 12,427 9,579
Dividends paid per common share..... $ 1.125 $ 0.925 $ 1.85 $ 1.70 $ 1.66
BALANCE SHEET DATA (End of Period):
Real estate, before accumulated
depreciation...................... $ 2,585,204 $ 1,102,073 $ 1,657,207 $ 865,222 $ 477,162
Real estate, net of accumulated
depreciation...................... 2,287,309 945,969 1,503,922 745,145 448,425
Cash and cash equivalents........... 49,320 21,521 37,088 13,170 2,379
Total assets........................ 3,054,741 1,272,890 2,100,510 827,673 480,361
Total mortgages and notes payable... 1,314,475 644,457 808,530 522,146 268,692
Mandatorily redeemable convertible
preferred stock................... -- -- -- -- -- --
Minority interests in AIMCO
Operating Partnership............. 134,694 63,366 111,962 58,777 30,376
Stockholders' equity................ 1,394,394 388,477 1,045,300 215,749 169,032
CASH FLOW DATA:
Cash provided by operating activities$ 5,838 $ 25,035 $ 73,032 $ 38,806 $ 25,911
Cash used in investing activities... (100,669) (108,134) (717,663) (88,144) (60,821)
Cash provided by (used in) financing
activities........................ 107,063 91,450 668,549 60,129 30,145
OTHER DATA:
Funds from operations(b)............ $ 83,657 $ 28,441 $ 81,155 $ 35,185 $ 25,285
Weighted average number of common
shares, common share equivalents an
partnership common units
outstanding(c).................... 51,478 21,590 29,119 14,994 11,461
</TABLE>
(a) In the second quarter of 1996, AIMCO reorganized its ownership of the
service company business. Prior to the 1996 reorganization, AIMCO
reported the service company business on the equity method. After the
1996 reorganization, the service company business was conducted by a
limited partnership controlled by AIMCO and was, therefore,
consolidated. AIMCO has restated the balance sheet as of December 31,
1995 and the statements of income and statements of cash flows for the
year ended December 31, 1995 to reflect the change. The restatement has
no impact on net income, but does increase third party and affiliate
management and other income, management and other expenses, amortization
of management company goodwill and
12
<PAGE>
depreciation of non-real estate assets. In the third quarter of 1998,
AIMCO reorganized its ownership of the service company business so that
it is now conducted by the management companies, which are not
consolidated.
(b) The management of AIMCO believes that the presentation of funds from
operations ("FFO"), when considered with the financial data determined
in accordance with generally accepted accounting principles ("GAAP"),
provides a useful measure of performance. However, FFO does not
represent cash flow and is not necessarily indicative of cash flow or
liquidity available to AIMCO, nor should it be considered as an
alternative to net income as an indicator of operating performance. The
Board of Governors of the National Association of Real Estate Investment
Trusts ("NAREIT") defines FFO as net income (loss), computed in
accordance with GAAP, excluding gains and losses from debt restructuring
and sales of property, plus real estate related depreciation and
amortization (excluding amortization of financing costs), and after
adjustments for unconsolidated partnerships and joint ventures. AIMCO
calculates FFO in a manner consistent with the NAREIT definition, which
includes adjustments for minority interest in the AIMCO Operating
Partnership plus amortization of management company goodwill, the
non-cash deferred portion of the income tax provision for unconsolidated
subsidiaries and less the payments of dividends on perpetual preferred
stock. AIMCO's management believes that presentation of FFO provides
investors with industry-accepted measurements which help facilitate an
understanding of our ability to make required dividend payments, capital
expenditures and principal payments on its debt. There can be no
assurance that the basis of computing FFO is comparable with that of
other REITs.
The following is a reconciliation of income before minority interest in
AIMCO Operating Partnership to FFO:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-------- ------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
(unaudited) (in thousands)
<S> <C> <C> <C> <C> <C>
Income before minority interest in
AIMCO Operating Partnership............... $ 38,524 $ 11,464 $ 32,697 $ 15,673 $ 14,988
Gain on disposition of property.............. (2,526) -- (2,720) (44) --
Extraordinary item........................... -- 269 269 -- --
Real estate depreciation, net of minority
interests................................. 32,423 13,250 33,751 19,056 15,038
Amortization of goodwill..................... 4,727 474 948 500 428
Equity in earnings of unconsolidated subsidiaries:
Real estate depreciation.................. -- 1,263 3,584 -- --
Amortization of management contracts...... 3,088 150 1,587 -- --
Deferred taxes............................ 4,291 874 4,894 -- --
Equity in earnings of other partnerships:
Real estate depreciation.................. 9,131 697 6,280 -- --
Preferred stock dividends.................... (6,001) -- (135) -- (5,169)
------ -- ---- -- ------
Funds from operations........................ $ 83,657 $ 28,441 $ 81,155 $ 35,185 $ 25,285
========= ========= ========= ========= =========
</TABLE>
(c) Generally, after a one-year holding period, partnership common units
of AIMCO Operating Partnership may be tendered for redemption at the
option of the holder and, upon tender, may be acquired by AIMCO for
shares of Class A Common Stock at an exchange ratio of one share of
Class A Common Stock for each unit (subject to adjustment) or, at
AIMCO's election, cash.
In addition, the following is expressly incorporated in this
Statement by reference: (i) the audited financial statements of AIMCO set forth
at Part I--Item 6 of AIMCO's Annual Report on Form 10-K/A for the year ended
December 31, 1997, which is on file with the Commission; (ii) the unaudited
financial statements of AIMCO set forth at Part I--Item 1 of AIMCO's Quarterly
Report on Form 10-Q for the period ended June 30, 1998, which is on file with
the Commission; and (iii) the audited financial statements of IPT set forth at
Part II-Item 21 of IPT's Registration Statement on Form S-4, as amended through
August 10, 1998, which is on file with the Commission.
13
<PAGE>
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time,
on Monday, November 16, 1998. On October 19, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 3,315 Units
had been tendered pursuant to the Offer to date. A copy of the press release
has been filed as Exhibit (a)(9) to this Amendment No. 6 and is incorporated
herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of press release issued by the Purchaser on
October 19, 1998.
(c)(1) Assignment and Assumption Agreement, dated as of
October 1, 1998, between IPLP and AIMCO OP.
(c)(2) Agreement and Plan of Merger, dated as of October 1,
1998, between IPT and AIMCO.
(c)(3) Irrevocable Limited Proxy, dated October 1, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston
and Frank M. Garrison.
(c)(4) Second Amended and Restated Bylaws of IPT, dated
October 2, 1998.
(c)(5) Shareholder's Agreement, dated October 1, 1998, among
AIMCO, Andrew L. Farkas, James A. Aston and Frank M.
Garrison.
14
<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 19, 1998
COOPER RIVER PROPERTIES, L.L.C.
By: Insignia Properties, L.P.,
its managing member
By: Insignia Properties Trust,
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
15
<PAGE>
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, and
the five-year employment history 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.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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/ ESG Holdings, Inc., a Delaware
corporation ("Holdings") and also serves as
Executive Managing Director of Insignia/ESG,
Inc., which is the operating company of
Holdings.
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.
S-1
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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
Holdings, 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. Holdings'
principal executive offices are located at
200 Park Avenue, New York, New York 10166.
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 Holdings.
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 Holdings.
S-2
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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.
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.
S-3
<PAGE>
SCHEDULE II
INFORMATION REGARDING THE
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, and
the five-year employment history of each of the directors and executive
officers of AIMCO. Unless otherwise indicated, each person identified below is
employed by AIMCO and is a United States citizen. The principal business
address of AIMCO and, unless otherwise indicated, the business address of each
person identified below, is 1873 South Bellaire Street, 17th Floor, Denver,
Colorado 80222. Directors are identified by an asterisk.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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.
S-4
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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.
S-5
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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.
S-6
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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.
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 manage-
ment, 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-7
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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.
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.
S-8
<PAGE>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
- ---- ----------------------------
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 National
New York, NY 10016 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.
John D. Smith* Mr. Smith was appointed a Director of AIMCO
3400 Peachtree Road in November 1994. Mr. Smith is Principal
Suite 831 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.
S-9
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(9) Text of press release issued by the Purchaser on October
19, 1998.
(c)(1) Assignment and Assumption Agreement, dated as of October 1,
1998, between IPLP and AIMCO OP.
(c)(2) Agreement and Plan of Merger, dated as of October 1, 1998,
between IPT and AIMCO (incorporated by reference to Exhibit
2.1 of IPT's Current Report on Form 8-K, File No. 1-14179,
dated October 1, 1998).
(c)(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).
(c)(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.)
(c)(5) Shareholder's 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).
25
<PAGE>
EXHIBIT (a)(9)
COOPER RIVER PROPERTIES, L.L.C.
1873 South Bellaire Street
17th Floor
Denver, Colorado 80222
CONTACT: Edward McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
COOPER RIVER ANNOUNCEMENT
DENVER, COLORADO, October 19, 1998--Cooper River Properties, L.L.C.
today announced that it has extended the expiration date of its outstanding
tender offers for limited partnership interests in Consolidated Capital
Institutional Properties, Consolidated Capital Institutional Properties/2,
Consolidated Capital Institutional Properties/3, Consolidated Capital
Properties III, Consolidated Capital Properties V, Davidson Diversified Real
Estate I, L.P., Davidson Diversified Real Estate II, L.P., Davidson Diversified
Real Estate III, L.P., Davidson Growth Plus, L.P., Davidson Income Real Estate,
L.P., Angeles Opportunity Properties, Ltd., Angeles Income Properties, Ltd. II,
Angeles Income Properties, Ltd. III, Angeles Income Properties, Ltd. IV,
Angeles Income Properties, Ltd. 6, Angeles Partners IX, Angeles Partners X,
Angeles Partners XI and Angeles Partners XII . The expiration date for each
tender offer has been extended to 5:00 p.m., New York time, on Monday, November
16, 1998. The offers were previously scheduled to expire at 5:00 p.m. on
Friday, October 16, 1998.
Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on October 16, 1998,
approximately 10,912.6 interests had been tendered pursuant to the Consolidated
Capital Institutional Properties offer, approximately 67,542.2 interests had
been tendered pursuant to the Consolidated Capital Institutional Properties/2
offer, approximately 26,524.5 interests had been tendered pursuant to the
Consolidated Capital Institutional Properties/3 offer, approximately 16,802.5
interests had been tendered pursuant to the Consolidated Capital Properties III
offer, approximately 11,253 interests had been tendered pursuant to the
Consolidated Capital Properties V offer, approximately 121.75 interests had
been tendered pursuant to the Davidson Diversified Real Estate I offer,
approximately 197.5 interests had been tendered pursuant to the Davidson
Diversified Real Estate II offer, approximately 282 interests had been tendered
pursuant to the Davidson Diversified Real Estate III offer, approximately
3,787.75 interests had been tendered pursuant to the Davidson Growth Plus
offer, approximately 3,499 interests had been tendered pursuant to the Davidson
Income Real Estate offer, approximately 932 interests had been tendered
pursuant to the Angeles Opportunity Properties, Ltd. offer, approximately 5,716
interests had been tendered pursuant to the Angeles Income Properties, Ltd. II
offer, approximately 11,322 interests had been tendered pursuant to the Angeles
Income Properties, Ltd. III offer, approximately 12,234 interests had been
tendered pursuant to the Angeles Income Properties, Ltd. IV offer,
approximately 3,315 interests had been tendered pursuant to the Angeles Income
Properties, Ltd. 6 offer, approximately 1,333 interests had been tendered
pursuant to the Angeles Partners IX offer, approximately 3,725 interests had
been tendered pursuant to the Angeles Partners X offer, approximately 8,680
interests had been tendered pursuant to the Angeles Partners XI offer and
approximately 4,528 interests had been tendered pursuant to the Angeles
Partners XII offer.
For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offers.
# # #
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), entered
into as of October 1, 1998 by and among Insignia Properties, L.P., a Delaware
limited partnership ("Assignor"), and AIMCO Properties, L.P., a Delaware
limited partnership ("Assignee") (each party to this Assignment, a "Party").
WITNESSETH
WHEREAS, Assignor wishes to assign to Assignee, Assignor's rights,
duties and obligations under each and every asset owned directly by Assignor
(excluding those assets set forth on Schedule A hereto) (the "Assets").
NOW, THEREFORE, in consideration of the foregoing and the covenants of
the parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, subject to the terms
and conditions set forth herein, the parties hereby agree as follows:
1. Assignor hereby transfers, assigns, contributes and sets over to
the Assignee all of the Assignor's right, title and interest to
and under each of the Assets.
2. Assignee agrees to assume and be liable for each and every duty
and obligation of Assignor related to the Assets including, but
not limited to, those duties and obligations that accrued prior
to the date hereof.
3. Assignor is released from all duties and obligations of Assignor
related to the Assets and accruing after the date of this
Assignment. Assignor shall remain liable for all duties and
obligations of Assignor related to the Assets and accruing before
the date of this Assignment.
4. The consideration for the assignment of the Assets pursuant to
this Assignment consists of the issuance by Assignee of Common
Partnership Units in Assignee (the "Consideration"). The total
Consideration is set forth on Schedule B hereto and shall be
allocated among the Assets as set forth on such Schedule.
5. The Parties have each determined, using their sound business
judgment and considering their fiduciary duties to the limited
partners of the respective Party, that (i) the assignment
contemplated by this
<PAGE>
Assignment is in the best interests of each Party and each
Party's limited partners, and (ii) the Consideration constitutes
fair value for the Assets.
6. This Assignment shall be binding upon, inure to the benefit of,
and be enforceable by each Party and its permitted successors and
assigns, and shall inure to the further benefit of, and be
enforceable by, any assignee of the Assets.
7. THIS ASSIGNMENT SHALL BE INTERPRETED, GOVERNED, AND CONSTRUED
UNDER THE LAWS OF THE STATE OF DELAWARE.
8. Any amendment or waiver to this Assignment must be in writing and
signed by the Parties in the case of an amendment or by the
waiving Party in the case of a waiver.
9. This Assignment fully expresses the Parties' agreement concerning
the subject matter hereof and supersedes any prior agreements or
understanding regarding the same subject matter.
10. This Assignment may be executed in multiple counterparts, all of
which together shall constitute a single instrument, and it shall
not be necessary that any counterpart be signed by all the
Parties. The signatories hereto represent that they have been
duly authorized to enter into this Assignment on behalf of the
respective Parties for whom they sign.
* * * * *
2
<PAGE>
IN WITNESS WHEREOF, the Parties have caused this Assignment to be duly
executed by their respective signatories duly authorized as of the date first
written above.
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust
Its: General Partner
By: /s/ Peter Kompaniez
-------------------------------
Name: Peter Kompaniez
Title: President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
Its: General Partner
By: /s/ Peter Kompaniez
-------------------------------
Name: Peter Kompaniez
Title: President
3
