<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Angeles Mortgage Investment Trust
- -------------------------------------------------------------------------------
(Name of Issuer)
Class A Shares, par value $1.00 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
034638
- -------------------------------------------------------------------------------
(CUSIP Number)
John K. Lines, Esq., General Counsel and Secretary,
Insignia Financial Group, Inc.
One Insignia Financial Plaza, Greenville, SC 29602
(864) 239-1675
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 30, 1996
- -------------------------------------------------------------------------------
(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.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 034638 PAGE 2 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
ANDREW L. FARKAS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally Omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SHARED VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY 155,986
OWNED BY ----------------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
155,986
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,986
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 034638 PAGE 3 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
INSIGNIA FINANCIAL GROUP, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally Omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SHARED VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY 155,986
OWNED BY ----------------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
155,986
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,986
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 034638 PAGE 4 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
LIQUIDITY ASSISTANCE L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SHARED VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY 121,800
OWNED BY ----------------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
121,800
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,800
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP No. 034638 PAGE 5 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
METROPOLITAN ASSET ENHANCEMENT, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SHARED VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY 34,186
OWNED BY ----------------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
34,186
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,186
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 034638 PAGE 6 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
MAE GP CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SHARED VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY 34,186
OWNED BY ----------------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
34,186
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,186
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
SCHEDULE 13D
CUSIP No. 034638 PAGE 7 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
MAE PARENT, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(Intentionally omitted)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SHARED VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY 34,186
OWNED BY ----------------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
34,186
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,186
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
Items 1 through 6 of the Statement on Schedule 13D, filed on November 27, 1996,
as amended by Amendment No.1 to Schedule 13D which was filed on December 16,
1996 (as amended, 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"), are amended and restated
as follows (capitalized terms used and not otherwise defined herein shall have
the meanings given to them in the Initial Filing):
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates 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 and having its principal executive
offices at 340 North Westlake Boulevard, Suite 230, Westlake Village,
California 91362.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of Insignia Financial Group, Inc., a
corporation organized under the laws of Delaware ("Insignia"), Andrew L.
Farkas, the Chairman, Chief Executive Officer and President and a principal
stockholder of Insignia ("AF"), Liquidity Assistance L.L.C., a limited
liability company organized under the laws of Delaware ("Liquidity"),
Metropolitan Asset Enhancement, L.P., a limited partnership organized under the
laws of Delaware ("Metropolitan"), MAE Parent, Inc., a Delaware corporation and
the general partner of Metropolitan, and MAE GP Corporation, a corporation
organized under the laws of Delaware ("MAEGP") (collectively referred to
hereinafter as the "Reporting Persons"). Liquidity is a wholly-owned
subsidiary of Insignia. MAEGP is a wholly-owned subsidiary of Metropolitan.
Insignia owns a 19% limited partnership interest in Metropolitan, and executive
officers and an employee of Insignia (other than AF) own in the aggregate a 3%
limited partnership interest in Metropolitan. AF owns all of the outstanding
common stock of MAE Parent, Inc., the general partner of Metropolitan, and
controls two partnerships which own in the aggregate a 74% limited partnership
interest in Metropolitan.
Additional information with respect to the Reporting Persons is as follows:
Andrew L. Farkas. The principal occupation of AF is Chairman of the
Board, President and Chief Executive Officer of Insignia. AF is a United
States citizen.
Insignia Financial Group, Inc. The principal business of Insignia is
a fully integrated real estate services organization specializing in the
operation and ownership of securitized real estate assets. Insignia performs
property management, asset management, investor services, partnership
administration, mortgage banking, and real estate investment banking services
for various ownership entities, including approximately 900 limited
partnerships having approximately 400,000 limited partners. It is the largest
manager of multifamily residential properties in the United States of America,
managing approximately 283,000 units of multifamily residential housing, and is
a significant manager of commercial property, managing more than 107,000,000
square feet of commercial space. These properties are located in
Page 8 of 18 Pages
<PAGE> 9
approximately 500 cities and 48 states. Insignia is a public company whose
stock is traded on the New York Stock Exchange. It specializes in asset value
maximization in securitized real estate entities.
Liquidity Assistance L.L.C. The principal business of Liquidity is
the ownership of real estate securities and other real estate interests.
Metropolitan Asset Enhancement, L.P. The principal business of
Metropolitan is the ownership of general partnership interests in real estate
partnerships and other real estate related assets.
MAE Parent, Inc. The principal business of MAE Parent, Inc. is to act
as the general partner of Metropolitan.
MAE GP Corporation. The principal business of MAEGP is the ownership
of general partnership interests in real estate partnerships and other real
estate related interests.
The business address of each of the Reporting Persons is One Insignia
Financial Plaza, Greenville, SC 29602.
None of the Reporting Persons have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past five
years. None of the Reporting Persons 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 future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws during the past five years.
The information required by Items 2-6 of Schedule 13D with respect to executive
officers and directors of MAEGP, Liquidity, Insignia and MAE Parent, Inc. is
included on Schedule A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the funds used to acquire the Class A Shares purchased by
Liquidity was working capital of Insignia and it is contemplated that working
capital of Insignia will be the source of funds for any future purchases of
Class A Shares.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transactions described in Item 5 hereof was to increase
Insignia's beneficial ownership of Class A Shares. Insignia may seek to
acquire control of the Issuer. Any plan or proposal to acquire control could
involve seeking to replace the Board of Trustees of the Issuer or proposing a
business combination transaction with the Issuer or both. Although Insignia
does not currently have any detailed proposal or plans in this respect,
Insignia will also consider, and may elect to pursue a sale or transfer of a
material amount of assets of the Issuer, a material change in the present
capitalization or dividend policy of the Issuer, other material changes in the
Issuer's business or corporate structure, and changes in the Issuer's
Declaration of Trust or Trustees' Regulations.
The Issuer was organized as a real estate investment trust by Angeles
Corporation ("Angeles") and, in connection with its organization, a subsidiary
of Angeles was issued the Class B Shares of Issuer and became the advisor to
the Issuer. Following its organization, the Issuer made loans to certain
partnerships
Page 9 of 18 Pages
<PAGE> 10
controlled by Angeles (the "Angeles Partnerships"). The loans were generally
secured by real property owned by the Angeles Partnerships. In 1992, Insignia
acquired from Angeles all of the outstanding stock of a number of corporations,
including corporations which are the general partners of the Angeles
Partnerships. In that transaction, MAEGP acquired the Class B Shares of the
Issuer. Since 1992, Insignia has acquired limited partnership interests in the
Angeles Partnerships and currently holds general and limited partnership
interests in the Angeles Partnerships. The aggregate principal amount of
indebtedness held by the Issuer representing promissory notes of the Angeles
Partnerships (excluding promissory notes which have been the subject of
foreclosure proceedings) is approximately $29,000,000.
Over the past several months, Insignia has had discussions with management of
the Issuer regarding a potential business combination transaction. The
discussions principally have involved whether the general and limited
partnership interests owned by Insignia in certain partnerships which own real
property (other than the Angeles Partnerships) could be transferred, through a
merger or otherwise, to the Issuer in exchange for securities of the Issuer.
Any such transaction could lead to a potential restructuring of the
indebtedness of the Angeles Partnerships, which could involve an issuance of
equity securities of the Angeles Partnerships in exchange for the reduction of
such indebtedness. The discussions to date have not resulted in an acceptable
proposal or structure, and no assurance is or can be given that a business
combination or other transaction will take place.
In connection with any plan or proposal to seek control of the Issuer, Insignia
may seek redemption or judicial invalidation of rights to purchase Class A
Shares (the "Purchase Rights"). The Purchase Rights were issued pursuant to a
Rights Agreement dated November 13, 1996 which generally provides that each
Purchase Right entitles the record holder to purchase from the Issuer one Class
A Share at the initial purchase price of $60.00 per Share (the purchase price
and number of Class A Shares are adjusted in certain circumstances) (the
"Purchase Price"). Upon a person (an "Acquiring Person") acquiring 20% of the
outstanding Class A Shares (or a lower percentage not less than 10% fixed by
the Board of Trustees of the Issuer in certain circumstances), the Rights
Agreement states that each holder (other than an Acquiring Person) will have a
right to acquire an amount of Class A Shares equal to (i) the Purchase Price
multiplied by (ii) the number of Class A Shares for which the Purchase Right is
exercisable divided by (iii) an amount equal to one-half of the market price
per share of the Class A Shares.
Subject to applicable legal requirements and the factors referred to below,
Insignia may purchase from time to time in the open market or in privately
negotiated transactions additional Class A Shares. In determining whether to
purchase additional Class A Shares and in formulating any plan or proposal to
acquire control of the Issuer, Insignia intends to consider various factors,
including the Issuer's financial condition, business and prospects, the price
level of the Class A Shares, and general economic conditions. In addition,
depending upon, among other things, the factors described above, Insignia may
determine to dispose of all or a portion of its Class A Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) MAEGP owns 1,675,113 Class B Shares of the Issuer
which are convertible into 34,186 Class A Shares. Liquidity owns 121,800 Class
A Shares. The Class A and Class B shares are each entitled to one vote in
matters submitted to the shareholders of the Issuer and vote as a class. The
responses of the Reporting Persons to Items (11) and (13) of the cover pages of
this Schedule 13D which relate to the aggregate number of shares and percentage
of Class A Shares beneficially owned are incorporated herein by reference.
Page 10 of 18 Pages
<PAGE> 11
(b) The responses of the Reporting Persons to Items (7)
through (11) of the cover pages of this Schedule 13D which relate to the Class
A Shares beneficially owned are incorporated herein by reference.
(c) During the sixty days prior to October 30, 1996,
Liquidity acquired Class A Shares in transactions on the American Stock
Exchange as follows:
<TABLE>
<CAPTION>
Date of Number of Price Per
Transaction Shares Share
----------- ----------- -------------
<S> <C> <C>
10/10/96 15,500 $ 8.9516
10/15/96 2,000 9
10/16/96 1,500 9
10/23/96 6,000 8.979
10/29/96 1,600 8.875
10/30/96 10,000 8.975
11/05/96 1,000 9
11/18/96 500 8.875
11/20/96 20,000 9.2944
11/20/96 500 8.875
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the settlement in 1995 of litigation between the Issuer and
Insignia, MAEGP, for an option price of $250,000, granted the Issuer, pursuant
to an Option Agreement (the "Option Agreement"), the option to acquire in April
2005 all Class B Shares held by MAEGP for a price equal to (i) $93,856 plus
(ii) any amounts paid by MAEGP ("Acquisition Costs") to purchase Class B Shares
in addition to the 1,675,113 Class B Shares owned by MAEGP plus (iii) interest
on the Acquisition Costs at an annual rate equal to 6-1/2%. The Option
Agreement also provides that if the Issuer issues additional Class A Shares,
MAEGP shall have the right to purchase additional Class B Shares in a
sufficient amount such that MAEGP may maintain a ratio of two Class A Shares
issued and outstanding for each Class B Share issued and outstanding. Under
the Option Agreement, MAEGP may purchase the additional Class B Shares at a
purchase price per share equal to 1/99th of the sale price of the Class A
Shares.
Pursuant to the terms of the Option Agreement, MAEGP granted the Issuer an
irrevocable proxy to vote all Class B Shares of MAEGP on the following issues
("Proxy Issues"):
1. Issues pertaining to extensions of credit or the sale (except
a sale of all or substantially all of Issuer's assets), modification or
refinance of loans made or to be made by Issuer to MAEGP or any
Page 11 of 18 Pages
<PAGE> 12
person or entity which is or was an affiliate or an officer, director or
trustee of an affiliate of MAEGP or an insider or an officer, director or
trustee of an insider of MAEGP;
2. Issues pertaining to transactions between the Issuer and
affiliates or insiders of MAEGP or any officer, director or trustee of an
affiliate or insider of MAEGP;
3. Issues pertaining to the election or appointment of any
affiliate or insider of MAEGP or any officer, director or trustee of any
affiliate or insider of MAEGP as an officer or trustee of the Issuer.
Under the terms of the irrevocable proxy, the Issuer must vote all of
the Class B Shares on Proxy Issues in accordance with the vote of the majority
of Class A Shares voted on any Proxy Issue.
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.
Page 12 of 18 Pages
<PAGE> 13
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 __, 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 13 of 18 Pages
<PAGE> 14
Schedule A to Statement
on Schedule 13D
Filed to Report Event
of October 30, 1996
Information in Response to
Items 2 through 6 of
Schedule 13D with respect to
Executive Officers and Directors
of
Insignia Financial Group, Inc. ("Insignia"),
Liquidity Assistance L.L.C. ("Liquidity"),
MAE GP Corporation ("MAEGP"), and
MAE Parent, Inc. ("MAE Parent")
other than
Reporting Persons
The business address of each of the following persons, unless
otherwise indicated herein, is One Insignia Financial Plaza, Greenville, South
Carolina 29602.
Each of the following persons is a citizen of the United
States.
None of the following persons have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the past five years. None of the following persons 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 future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws during the past five years.
Unless otherwise indicated in the Statement on Schedule 13D of
which this Schedule is a part, none of the following persons beneficially owns
any Class A Shares or engaged in any transactions in Class A Shares within the
60 days prior to October 30, 1996, or is a party to any contracts,
arrangements, understandings or relationships with respect to Class A Shares.
See response to Items 4 and 5 in Statement on Schedule 13D of which this
Schedule is a part.
Page 14 of 18 Pages
<PAGE> 15
Executive Officers and Directors of Insignia
<TABLE>
<CAPTION>
Number of
Principal Occupation Class A Shares
if other than with Beneficially
Name Position with Insignia Insignia Owned
-------------- ---------------------- ------------------ -------------
<S> <C> <C> <C>
John F. Jacques Director and Office of the -- -0-
Chairman of Insignia and
Chairman, President and
Chief Executive Officer of
Compleat Resource Group,
Inc. (a wholly owned
subsidiary of Insignia)
James A. Aston Office of the Chairman and -- -0-
Chief Financial Officer
Edward S. Gordon Office of the Chairman of -- -0-
200 Park Avenue Insignia and Chief
New York, NY 10166 Executive Officer of
Edward S. Gordon Company,
Inc. (a wholly owned
subsidiary of Insignia)
Ronald Uretta Chief Operating Officer -- -0-
and Treasurer
Thomas R. Shuler Managing Director of -- -0-
Residential Property
Management of Insignia and
Executive Managing
Director of Insignia
Management Service (a
division of Insignia)
Frank M. Garrison Executive Managing -- -0-
Director of Insignia and
President of Insignia
Financial Services (a
division of Insignia)
Neil J. Kreisel Executive Managing -- -0-
Director of Insignia and
President of Insignia
Management Services--New
York, Inc. (a subsidiary
of Insignia)
</TABLE>
Page 15 of 18 Pages
<PAGE> 16
<TABLE>
<CAPTION>
Number of
Principal Occupation Class A Shares
if other than with Beneficially
Name Position with Insignia Insignia Owned
-------------- ---------------------- ------------------ -------------
<S> <C> <C> <C>
Stephen B. Siegel Executive Managing -- -0-
200 Park Avenue Director of Insignia and
New York, NY 10166 President of Edward S.
Gordon Company, Inc. (a
wholly owned subsidiary of
Insignia)
Henry Horowitz Managing Director and -- -0-
President of Insignia
Commercial Group, Inc. (a
subsidiary of Insignia)
William H. Jarrard, Jr. Managing Director - -- -0-
Partnership Administration
Jeffrey L. Goldberg Managing Director - -- -0-
Investment Banking
John K. Lines General Counsel and -- -0-
Secretary
Albert H. Gossett Senior Vice President and -- -0-
Chief Information Officer
Stephen C. Schoenbaechler Senior Vice President - -- -0-
Asset Management
S. Richard Sargent Senior Vice President - -- -0-
Human Resources and
Administration
Martha Long Controller -- -0-
Robin L. Farkas Director -- -0-
730 Park Avenue
New York, NY 10021
</TABLE>
Page 16 of 18 Pages
<PAGE> 17
<TABLE>
<CAPTION>
Number of
Principal Occupation Class A Shares
if other than with Beneficially
Name Position with Insignia Insignia Owned
-------------- ---------------------- ------------------ -------------
<S> <C> <C> <C>
Merril M. Halpern Director Chairman and Co-Chief -0-
535 Madison Avenue Executive Officer,
28th Floor Charterhouse Group
New York, NY 10022 International, Inc. (a
privately owned
investment firm which
engages in making
private equity
investments in a broad
range of industrial and
service companies)
Robert G. Koen Director Partner, Akin, Gump, -0-
125 W. 55th Street Strauss, Hauer & Feld (a
New York, NY 10019 law firm)
Michael I. Lipstein Director Self-Employed, Michael -0-
110 East 59th Street I. Lipstein Associates
Suite 3201 (a real estate business,
New York, NY 10022 including ownership,
management and lending)
Buck Mickel Director Chairman and Chief -0-
301 N. Main Street Executive Officer, RSI
5th Floor Holdings, Inc. (a
Greenville, SC 29601 company offering
distribution of outdoor
equipment)
Robert J. Denison Director President, First -0-
375 Park Avenue Security Management,
New York, NY 10152 Inc. (an investment
advisory firm)
</TABLE>
Executive Officers and Managers of Liquidity
<TABLE>
<CAPTION>
Number of
Principal Occupation Class A Shares
if other than with Beneficially
Name Position with Liquidity Liquidity Owned
-------------- ----------------------- ------------------- -------------
<S> <C> <C> <C>
J. Scott Kester Manager and President Vice President of the -0-
Investment Banking Group
of Insignia
</TABLE>
Page 17 of 18 Pages
<PAGE> 18
Executive Officers and Directors of MAEGP
<TABLE>
<CAPTION>
Number of
Principal Occupation Class A Shares
if other than Beneficially
Name Position with MAEGP with MAEGP Owned
-------------- ------------------- -------------------- -------------
<S> <C> <C> <C>
Carroll D. Vinson Director and President -- -0-(1)
William H. Jarrard, Jr. Vice President (2) -0-
John K. Lines Secretary (2) -0-
Robert D. Long, Jr. Chief Accounting -- -0-
Officer/Controller
- ----------------------
</TABLE>
(1) The spouse of Carroll D. Vinson purchased 9,000 Class A shares for
investment purposes in October 1995, beneficial ownership of which is
disclaimed by Mr. Vinson.
(2) See "Executive Officers and Directors of Insignia" above.
Executive Officers and Directors of MAE Parent
<TABLE>
<CAPTION>
Number of
Principal Occupation Class A Shares
Position with if other than with Beneficially
Name MAE Parent MAE Parent Owned
-------------- ------------- -------------------- -------------
<S> <C> <C> <C>
Ronald Uretta Vice President/Treasurer (1) -0-
Jeffrey Goldberg Vice President/Assistant (1) -0-
Secretary
John K. Lines Vice President (1) -0-
Carroll D. Vinson Vice President Director and President -0-(2)
of MAEGP
- ----------------------
</TABLE>
(1) See "Executive Officers and Directors of Insignia" above.
(2) See footnote 1 under "Executive Officers and Directors of MAEGP"
above.
Page 18 of 18 Pages
