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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
ANGELES MORTGAGE INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A SHARES, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
034638
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(CUSIP Number)
JOHN K. LINES, ESQ., GENERAL COUNSEL AND SECRETARY,
INSIGNIA FINANCIAL GROUP, INC.
ONE INSIGNIA FINANCIAL PLAZA, GREENVILLE, SC 29602
(864) 239-1675
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 11, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with this statement [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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The Statement on Schedule 13D, filed on November 27, 1996 (the
"Initial Filing") on behalf of Insignia Financial Group, Inc., a corporation
organized under the laws of Delaware, Andrew L. Farkas, Liquidity Assistance
L.L.C., a limited liability company organized under the laws of Delaware,
Metropolitan Asset Enhancement, L.P., a limited partnership organized under the
laws of Delaware, MAE Parent, Inc., a corporation organized under the laws of
Delaware, and MAE GP Corporation, a corporation organized under the laws of
Delaware (collectively referred to hereinafter as the "Reporting Persons"),
relating to the Class A Shares, $1.00 par value per share ("Class A Shares"),
of Angeles Mortgage Investment Trust, a business trust organized under the laws
of California (the "Issuer"), is amended as follows (capitalized terms used and
not otherwise defined herein shall have the meanings given to them in the
Initial Filing):
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Initial Filing is amended to include the
following:
On December 11, 1996, the Issuer and Insignia Financial Group,
Inc., on behalf of itself and its affiliates (collectively, "Insignia"),
entered into a Confidentiality Agreement effective as of December 3, 1996 (the
"Confidentiality Agreement"). Pursuant to the terms of the Confidentiality
Agreement, Insignia agrees to maintain the confidentiality of certain
information and not to purchase any shares of the Issuer without prior written
approval of the Issuer during the "Standstill Period" which commences on the
effective date of the Confidentiality Agreement and ends on the 14th day
following written notice by Insignia that it elects to terminate the Standstill
Period.
ITEM 6. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits filed with this Schedule 13D are as follows:
4. Confidentiality Agreement effective December 3, 1996
between Angeles Mortgage Investment Trust and Insignia Financial Group, Inc.
Page 2 of 3 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: December 13, 1996 /s/ Andrew L. Farkas
-----------------------------------------------
Andrew L. Farkas
Insignia Financial Group, Inc.
By: /s/ Frank M. Garrison
-------------------------------------------
Frank M. Garrison, Executive Managing
Director
Metropolitan Asset Enhancement, L.P.
By: MAE Parent, Inc., General Partner
By: /s/ John K. Lines
-------------------------------------------
John K. Lines, Vice President
Liquidity Assistance L.L.C.
By: /s/ J. Scott Kester
-------------------------------------------
J. Scott Kester, President
MAE Parent, Inc.
By: /s/ John K. Lines
-------------------------------------------
John K. Lines, Vice President
MAE GP Corporation
By: /s/ John K. Lines
- -------------------------------------------
John K. Lines, Secretary
Page 3 of 3 Pages
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EXHIBIT 4
CONFIDENTIALITY AGREEMENT
This confidentiality agreement ("Agreement") is entered into between Angeles
Mortgage Investment Trust ("AMIT") and Insignia Financial Group, Inc. ("IFG"),
on behalf of itself and Affiliates of IFG (as hereinafter defined),
(collectively "Insignia") effective December 3, 1996.
AMIT understands that Insignia is interested in evaluating AMIT in connection
with a potential investment, acquisition, business combination or similar
transaction involving AMIT (an "Extraordinary Transaction"). AMIT may after
the effective date of this Agreement provide Insignia with information
concerning the operations and business of AMIT. Insignia understands that such
information may be confidential and proprietary to AMIT and AMIT and Insignia
agree that any information provided prior to the effective date of this
Agreement is not governed by the terms of this Agreement. Information provided
to Insignia after the effective date of this Agreement shall be considered
"Evaluation Information" only if it is in writing and provided to Andrew L.
Farkas, James A. Aston or Frank M. Garrison ("Authorized Persons") and one of
the Authorized Persons agrees in writing that such information is Evaluation
Information for purposes of this Agreement. By signing this Agreement and
returning it to AMIT, Insignia agrees to maintain the confidentiality of the
Evaluation Information in the manner required by the terms of
<PAGE> 2
this Agreement. Notwithstanding the foregoing, Evaluation Information shall
not include information which is or becomes available to the public other than
as a result of disclosure in breach of this Agreement or information which is
or becomes available to Insignia from a source (other than AMIT or its agents)
who is not known by Insignia to be a party to a confidentiality agreement with
AMIT prohibiting disclosure of such information. Affiliate for purposes hereof
shall mean and be limited to "affiliates" as defined in Rule 405 under the
Securities Act of 1933 provided that a shareholder of IFG, other than Andrew L.
Farkas, shall not be considered an Affiliate of IFG for purposes hereof unless
such shareholder is otherwise an Affiliate of IFG or has agreed with IFG or an
Affiliate of IFG, as of the effective date hereof or during the Standstill
Period (as hereinafter defined), to act together for the purpose of acquiring,
holding, voting or disposing of shares of AMIT.
By executing this Agreement, Insignia acknowledges that the Evaluation
Information is valuable confidential property of AMIT and AMIT and Insignia
agree as follows:
a) Subject to the terms hereof and for a period of 3 years from the date
hereof Insignia will use the Evaluation Information solely for the
purpose of evaluating AMIT in connection with an Extraordinary
Transaction and, subject to the terms hereof, will not disclose the
Evaluation Information to any person for any other private or
commercial purpose;
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b) Subject to the terms hereof, Insignia will take all appropriate
measures to safeguard the confidentiality of the Evaluation
Information and to discuss it only with those employees and outside
advisors or financing sources to whom disclosure is reasonably
required for Insignia's analysis of AMIT in connection with an
Extraordinary Transaction;
c) Prior to showing the Evaluation Information, or discussing it with any
of the individuals in (b) above, Insignia will advise such individuals
of the confidentiality of the Evaluation Information and will require
that such individuals agree to maintain the confidentiality of the
Evaluation Information subject to the terms hereof. If Insignia
elects to show the Evaluation Information to professional advisors,
including, without limitation, independent accountants or investment
bankers, it will require such advisors (other than its attorneys) to
agree in writing to maintain the confidentiality of the Evaluation
Information in accordance with the terms hereof;
d) Upon written request from AMIT, Insignia will return all of the
Evaluation Information to AMIT and keep no copies other than one copy
for archival purposes;
e) Insignia will not purchase any of AMIT's shares without prior written
approval of AMIT at any time for the period (the "Standstill Period")
commencing the date hereof and
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ending at 6:00 A.M. Los Angeles Time, on the 14th day following the
date Insignia gives AMIT written notice that Insignia elects to
terminate the Standstill Period. In determining the number of days
pursuant to this paragraph (e), the day on which notice is given shall
be included.
f) That AMIT might be irreparably harmed by violation of this Agreement,
and that the use of the Evaluation Information by another party could
enable such a party to compete unfairly with AMIT. Accordingly, AMIT
shall be entitled to injunctive relief and to enforcement by specific
performance of this Agreement, in addition to any other relief to
which either may be entitled at law and in equity;
g) Subject to the terms of this Agreement, that neither this Agreement
nor the disclosure to Insignia of the Evaluation Information shall
confer upon Insignia any license to or any other right, title or
interest in, or ownership of, any portion of the Evaluation
Information;
h) That AMIT and its representatives make no representation or warranty
to the accuracy or completeness of the Evaluation Information and, to
the extent permitted by law, that neither AMIT nor any of its
representatives shall have any liability to Insignia as a result of
their participation in the evaluation of any Evaluation Information.
Only those particular representations or warranties which may be made
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in a definitive agreement when, and if executed, and subject to such
limitations and restrictions as may be specified therein, shall have
any legal effect and only the parties to such definitive agreement
shall have any rights with respect thereto;
i) Notwithstanding the terms hereof, nothing herein shall (A) restrict
Insignia in any way from taking any action or exercising any rights
which it may have as a shareholder of AMIT (with respect to shares of
AMIT acquired other than in violation of paragraph (e) of this
Agreement) and using any of the Evaluation Information in connection
therewith, including, without limitation, voting any such shares of
AMIT or signing a written consent in connection therewith (provided
that nothing herein shall restrict applicable federal and state
securities laws) or (B) constitute an acknowledgement of AMIT that
Insignia has any such rights or (C) restrict AMIT from challenging, on
any basis other than the terms of this Agreement, any action taken by
Insignia as a shareholder of AMIT (except with respect to shares
acquired in violation of paragraph (e) of this Agreement), or
otherwise restrict AMIT from taking any action against Insignia.
j) Notwithstanding the provisions hereof, Insignia may disclose
Evaluation Information to the extent required by law.
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k) Any notice to AMIT under this Agreement shall be deemed given when it
is sent and shall be sent by facsimile or private courier warranting
same or next day delivery addressed as follows:
Ronald J. Consiglio
Angeles Mortgage Investment Trust
340 N. Westlake Blvd.
Suite 230
Westlake Village, CA 91362
Fax No.: (805) 449-1336
and
Jean Morris, Esq.
Greenberg Glusker Fields Claman
& Machtinger LLP
1900 Avenue of the Stars
Suite 2100
Los Angeles, CA 90067
Fax No.: (310) 553-0687
l) This Agreement shall be binding upon Insignia and AMIT, their
successors and assigns and shall be governed by and construed in
accordance with the law of the State of California. This Agreement
contains the entire agreement of the parties with respect to the
subject matter and may only be amended in a writing signed by the
parties. Any provision of this Agreement may only be waived in a
writing signed by the party to be charged with such waiver.
Dated December 11, 1996 Insignia Financial Group, Inc.
(for itself and its Affiliates
/s/ FRANK M. GARRISON
---------------------------------
Frank M. Garrison
Its: Executive Managing Director
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Dated December 11, 1996 Angeles Mortgage Investment Trust
/s/ RONALD J. CONSIGLIO
---------------------------------
Ronald J. Consiglio
Its: President
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