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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. _____)*
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 14 PAGES
1) NAMES OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (Intentionally omitted)
ANDREW L. FARKAS
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
NUMBER OF (7) SOLE VOTING POWER 0
SHARES BENE-
FICIALLY (8) SHARED VOTING POWER 155,986
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON
WITH (10) SHARED 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) 6%
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 14 PAGES
1) NAMES OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (Intentionally omitted)
INSIGNIA FINANCIAL GROUP, INC.
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
NUMBER OF (7) SOLE VOTING POWER 0
SHARES BENE-
FICIALLY (8) SHARED VOTING POWER 155,986
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON
WITH (10) SHARED 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) 6%
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 14 PAGES
1) NAMES OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (Intentionally omitted)
LIQUIDITY ASSISTANCE L.L.C.
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
NUMBER OF (7) SOLE VOTING POWER 0
SHARES BENE-
FICIALLY (8) SHARED VOTING POWER 121,800
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON
WITH (10) SHARED 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 14 PAGES
1) NAMES OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (Intentionally omitted)
METROPOLITAN ASSET ENHANCEMENT, L.P.
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
NUMBER OF (7) SOLE VOTING POWER 0
SHARES BENE-
FICIALLY (8) SHARED VOTING POWER 34,186
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON
WITH (10) SHARED 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 14 PAGES
1) NAMES OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (Intentionally omitted)
MAE GP CORPORATION
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
NUMBER OF (7) SOLE VOTING POWER 0
SHARES BENE-
FICIALLY (8) SHARED VOTING POWER 34,186
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON
WITH (10) SHARED 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 14 PAGES
1) NAMES OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (Intentionally omitted)
MAE PARENT, INC.
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
NUMBER OF (7) SOLE VOTING POWER 0
SHARES BENE-
FICIALLY (8) SHARED VOTING POWER 34,186
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON
WITH (10) SHARED 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
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 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.
Page 8 of 14 Pages
<PAGE> 9
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, the result of which
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 which will be filed by amendment.
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 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 have principally involved whether certain partnerships (other than
the Angeles Partnerships) which own real property and in which Insignia owns
general and limited partnership interests 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.
Page 9 of 14 Pages
<PAGE> 10
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.
(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 the date hereof,
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
</TABLE>
Page 10 of 14 Pages
<PAGE> 11
<TABLE>
<S> <C> <C>
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 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibits filed with this Schedule 13D are as follows:
1. Option Agreement dated for identification purposes April 14,
1995 between MAE GP Corporation and Angeles Mortgage Investment Trust.
Page 11 of 14 Pages
<PAGE> 12
2. Irrevocable Voting Proxy dated April 14, 1995 by MAE GP
Corporation in favor of Angeles Mortgage Investment Trust.
3. Joint Reporting Agreement dated as of November 25, 1996 among
the Reporting Persons with respect to the filing of this Schedule 13D.
Page 12 of 14 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: November 26, 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
Page 13 of 14 Pages
<PAGE> 14
MAE GP Corporation
By: /s/John K. Lines
---------------------------------------
John K. Lines, Secretary
Page 14 of 14 Pages
<PAGE> 15
EXHIBIT INDEX
1. Option Agreement dated for identification purposes April 14,
1995 between MAE GP Corporation and Angeles Mortgage
Investment Trust.
2. Irrevocable Voting Proxy dated April 14, 1995 by MAE GP
Corporation in favor of Angeles Mortgage Investment Trust.
3. Joint Reporting Agreement dated as of November 25, 1996 among
the Reporting Persons with respect to the filing of this
Schedule 13D.
<PAGE> 1
EXHIBIT 1
STOCK OPTION AGREEMENT
1. Identification.
This Stock Option Agreement (the "Option Agreement"), dated for
identification purposes April 14, 1995 is made and entered into by and between
MAE GP Corporation, a Delaware corporation ("MAE GP") and Angeles Mortgage
Investment Trust, a California business trust ("AMIT").
2. Recitals.
2.1 AMIT and Insignia Financial Group, Inc., a Delaware
corporation ("Insignia") and others, including affiliates of MAE GP, are
parties to a lawsuit captioned Angeles Mortgage Investment Trust, et al. v.
Insignia Financial Group, Inc., et al., Case No. BC 085673, now pending in the
Superior Court of the State of California for the County of Los Angeles (the
"Action").
2.2 MAE GP is an affiliate of certain of the defendants named in
the Action.
2.3 In order to settle certain claims alleged in or related to the
Action, AMIT, MAE GP, Insignia and certain other parties related to Insignia
are entering into that certain Settlement Agreement dated November 9, 1994 (the
"Settlement Agreement"), which provides, among other things, that MAE GP shall
grant AMIT an option to purchase any and all AMIT Class B Shares (the
<PAGE> 2
"Shares") now owned or hereafter acquired by MAE GP on or before that date
which is ten (10) years after the "Effective Date" (as such term is defined in
the Settlement Agreement).
2.4 MAE GP desires to grant to AMIT, and AMIT desires to accept,
an option to purchase the Shares, on the terms and conditions set forth below.
3. Grant of Option.
3.1 MAE GP hereby grants to AMIT an option (the "Option") to
purchase the Shares, on that date which is ten (10) years from the Effective
Date (the "Option Exercise Date"), for a purchase price equal to (i)
Ninety-Three Thousand Eight Hundred Fifty-Six Dollars ($93,856), plus (ii) any
amounts paid by MAE GP (the "Acquisition Costs") to purchase AMIT Class B
Shares (the "Additional Shares"), in addition to the One Million Six Hundred
Seventy-Five Thousand One Hundred Thirteen (1,675,113) AMIT Class B Shares
currently owned by MAE GP (the "Initial Shares"), plus (iii) interest on the
Acquisition Costs at an annual rate equal to six and one-half percent (6 1/2%),
which interest shall commence to accrue as of the date MAE GP acquires any such
Additional Shares (collectively, the "Purchase Price").
2
<PAGE> 3
3.2 In consideration for MAE GP's grant of the Option, AMIT shall
pay to MAE GP Two Hundred Fifty Thousand Dollars ($250,000), in cash or by
certified or bank cashier's check, concurrently with the execution of this
Option Agreement.
4. Exercise Of Option.
4.1 Unless the Additional Shares are acquired from AMIT, MAE GP
shall deliver written notice to AMIT following MAE GP's acquisition of
Additional Shares any time prior to the Option Exercise Date, which notice
shall be delivered within fifteen (15) business days of such acquisition, and
which notice shall specify the date of acquisition of the Additional Shares,
the number of Additional Shares which MAE GP acquired, the Acquisition Costs
for the Additional Shares, and the total number of Shares owned by MAE GP
following such acquisition.
4.2 If AMIT desires to exercise the Option, it shall do so by
delivery of written notice thereof (the "Option Notice") to MAE GP on or before
that date which is thirty (30) days prior to the Option Exercise Date, which
notice shall specify the date on which the purchase and sale shall occur, which
date shall be on or after the Option Exercise Date, but in no event later than
thirty (30) days following the Option Exercise Date (the "Closing Date").
4.3 If AMIT elects to exercise the Option as specified in the
Option Notice, then MAE GP shall sell the Shares specified in
3
<PAGE> 4
the Option Notice to AMIT, and AMIT shall purchase the Shares from MAE GP, on
the Closing Date.
4.4 On the Closing Date, AMIT shall deliver to MAE GP cash or a
certified or bank cashier's check in the amount of the Purchase Price,
representing payment in full for the Shares, and MAE GP shall deliver to AMIT
the original certificate or certificates representing the Shares, together with
stock assignment separate from certificate(s), duly endorsed (with signatures
guaranteed, if requested by AMIT), in form and substance reasonably
satisfactory to AMIT.
5. Covenants, Representations and Warranties.
5.1 Concurrently with the execution of this Option Agreement, MAE
GP shall deliver to AMIT an irrevocable voting proxy (which proxy shall be
coupled with an interest) with regard to the Shares, executed by MAE GP, which
proxy shall be in the form attached hereto as Exhibit "A" (the "Proxy").
Pursuant to the terms of the Proxy, MAE GP shall transfer to AMIT any and all
voting rights with respect to the Shares with regard to any and all shareholder
voting which may occur relating to issues within the scope of the Proxy, (the
"Proxy Issues"); provided, however, that AMIT must vote the Shares on Proxy
Issues in accordance with the vote of the majority of AMIT Class A Shares
voting with regard to any particular Proxy Issue, such majority to be
determined without consideration of the votes of "Excess Class A Shares" as
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<PAGE> 5
defined in Paragraph 6.13 of AMIT's Declaration of Trust dated September 1,
1988.
5.2 MAE GP hereby waives any dividends ("Waived Dividends") from
earnings paid or declared by AMIT with respect to the Shares, and any capital
distributions ("Waived Distributions") paid or declared by AMIT with respect to
the Shares, during the period commencing with the date hereof and continuing
through the Option Exercise Date, or the Closing Date if AMIT elects to
exercise the Option (the "Option Period"); provided that, if AMIT fails to
exercise the Option by the Option Exercise Date, AMIT shall pay or distribute
(as applicable) to MAE GP, immediately after the Option Exercise Date, all
Waived Dividends and Waived Distributions, with interest on fourteen percent
(14%) of any cash Waived Dividends and cash Waived Distributions at the rate of
8.6% per annum from the date such dividend or distribution would have been
distributed by AMIT to MAE GP but for this waiver.
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<PAGE> 6
5.3 Concurrently with the execution of this Option Agreement, MAE
GP shall deliver to AMIT all outstanding certificates representing the Shares
so that such certificates can be endorsed with the following legend:
SALE, ASSIGNMENT, TRANSFER OR HYPOTHECATION OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE
PROVISIONS OF AN OPTION AGREEMENT BETWEEN MAE GP CORPORATION
AND ANGELES MORTGAGE INVESTMENT TRUST DATED AS OF APRIL 10,
1995, A COPY OF WHICH MAY BE INSPECTED AT AMIT'S PRINCIPAL
OFFICE, AND ALL OF THE PROVISIONS OF WHICH ARE INCORPORATED BY
REFERENCE IN THIS CERTIFICATE.
Such legend shall be conspicuously endorsed by AMIT on the face of each
certificate representing the Shares, and then promptly returned to MAE GP.
During the Option Period, if MAE GP purchases Additional Shares, immediately
thereafter MAE GP shall deliver to AMIT the share certificates representing
such Additional Shares so that such certificates can be endorsed with the
legend set forth above and promptly returned to MAE GP. A copy of this Option
Agreement shall be delivered by AMIT to AMIT's secretary, who shall show a copy
of this Option Agreement to any person making proper inquiry about it.
5.4 MAE GP hereby represents and warrants to AMIT as follows:
5.4(a) MAE GP is the owner of 1,675,113 issued and outstanding AMIT
Class B Shares. MAE GP owns such shares, i.e.,
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<PAGE> 7
the Initial Shares, free and clear of any liens, encumbrances, charges,
agreements and restrictions, except for the restrictions imposed by this Option
Agreement, and as otherwise disclosed in writing on the Initial Shares, and MAE
GP shall maintain the Initial Shares free and clear of any liens, encumbrances,
charges, agreements and restrictions, except for the restrictions imposed by
this Option Agreement, and as otherwise disclosed in writing on the Initial
Shares, until the Option Exercise Date, or the Closing Date if AMIT exercises
the Option.
5.4(b) To the extent MAE GP acquires Additional Shares, MAE
GP shall own and hold the Additional Shares free and clear of any liens,
encumbrances, charges, agreements and restrictions, except for the restrictions
imposed by this Option Agreement, and as otherwise disclosed in writing on the
Additional Shares, until the Option Exercise Date, or the Closing Date if AMIT
exercises the Option.
5.4(c) MAE GP has or shall have the full power to transfer
the Shares to AMIT as of the Closing Date, in accordance with the terms hereof,
without obtaining the consent or approval of any person, entity or governmental
authority.
5.4(d) MAE GP has not, voluntarily or by operation of law,
assigned, transferred, hypothecated or otherwise conveyed all or any portion of
the Shares, and shall not, voluntarily or by
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<PAGE> 8
operation of law, assign, transfer, hypothecate or otherwise convey all or any
portion of the Shares.
5.4(e) Upon the due and valid execution and delivery of this
Option Agreement, this Option Agreement shall be binding upon MAE GP in
accordance with its terms.
5.5 AMIT hereby represents and warrants to MAE GP that upon the
due and valid execution and delivery of this Option Agreement, this Option
Agreement shall be binding upon AMIT in accordance with its terms.
6. Issuance of New Shares.
6.1 If AMIT issues Class A Shares in addition to the AMIT Class A
Shares currently issued and outstanding during the Option Period, MAE GP shall
have the right to purchase Additional Shares in a sufficient amount such that
MAE GP may maintain the current ratio of two (2) AMIT Class A Shares issued and
outstanding for each AMIT Class B Share which is issued and outstanding. MAE
GP may purchase the Additional Shares from AMIT at a purchase price per share
equal to 1/99th of the sale price of each AMIT Class A Share. Nothing in this
paragraph is intended to limit MAE GP's right to receive Additional Shares
under Paragraph 6.1 of AMIT's Declaration of Trust dated September 1, 1988, or
applicable law.
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<PAGE> 9
6.2 AMIT shall deliver written notice to MAE GP prior to or
concurrently with its issuance of AMIT Class A Shares in addition to the AMIT
Class A Shares currently issued and outstanding, which notice shall specify the
per share selling price for each AMIT Class A Share. MAE GP shall have ten
(10) business days following its receipt of such notice to elect to purchase
Additional Shares, and shall exercise its election to purchase the Additional
Shares by delivery of written notice thereof to AMIT, together with cash or a
certified or bank cashier's check in the amount of the purchase price for the
Additional Shares (the "Purchase Notice"). Within ten (10) business days
following AMIT's receipt of the Purchase Notice, AMIT shall deliver to MAE GP a
certificate or certificates representing the Additional Shares.
7. Definition.
The term "deliver" as used in this Option Agreement shall mean and
refer to personal delivery, except with respect to Section 4.2, in which case
"delivery" shall mean and refer to personal delivery, facsimile transmission or
United States mail.
8. Miscellaneous.
8.1 This Option Agreement is made under and shall be construed,
governed and enforced in accordance with the laws of the State of California.
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<PAGE> 10
8.2 This Option Agreement shall be binding upon and inure to the
benefit of the heirs, administrators, executives, representatives, successors,
agents and assigns of each of the parties hereto.
8.3 If any portion of this Option Agreement shall be held illegal,
unenforceable, void or voidable by any court having jurisdiction over the
subject matter hereof, each of the remaining terms hereof shall nevertheless
remain in full force and effect to the full extent permitted by law.
8.4 This Option Agreement may be executed in any number of
counterparts, each of which shall be deemed the original, but all of which,
when taken together, shall constitute one and the same instrument.
8.5 In the event of any action based upon a failure to perform any
obligation under this Option Agreement, or to enforce the provisions of this
Option Agreement, the prevailing party in such action will be entitled to
recover its reasonable attorneys, fees and costs from the non-prevailing party.
8.6 In addition to attorneys' fees and costs provided for in
Section 8.5 hereof, the parties agree that if any dispute between the parties
results in a judgement in favor of either party, the prevailing party will be
entitled to recover from the other all
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<PAGE> 11
attorneys' fees and costs incurred by it in enforcing such judgement. This
provision is intended to be severable from any other provision of this Option
Agreement, and is not to be deemed merged in the judgement.
IN WITNESS WHEREOF, this Option Agreement has been executed by the
parties on the date and at the place set forth opposite their respective
signatures below.
"MAE GP"
MAE GP corporation, a Delaware
corporation
Dated: April 14, 1995 By: _______________________________
Its: ______________________________
"AMIT"
Angeles Mortgage Investment Trust,
a California business trust
Dated: April 14, 1995 By: _______________________________
Its: ______________________________
11
<PAGE> 1
EXHIBIT 2
IRREVOCABLE VOTING PROXY
By execution hereof, MAE GP Corporation, a Delaware corporation ("MAE
GP"), appoints Angeles Mortgage Investment Trust, a California business trust
(AMIT), its true and lawful attorney and proxy, to vote all of the shares of
AMIT Class B Common Stock (the "Shares") held of record by MAE GP as of the
date hereof, or hereafter acquired by MAE GP on or before that date which is
ten (10) years from the "Effective Date" (as such term is defined in that
certain Settlement Agreement dated November 9, 1994 among AMIT, MAE GP and
certain other parties, as amended), for MAE GP and in its name, place and
stead, at any and all meetings of the shareholders, and otherwise to act for
MAE GP in the same manner and with the same effect as if MAE GP were personally
present at any such meeting and voting such securities or personally acting on
any matter submitted to shareholders for approval or consent with regard to
voting by AMIT shareholders 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 AMIT's assets), modification or
refinance of loans made or to be made by AMIT to MAE GP or any person or entity
which is or was an affiliate or an officer, director or trustee of an affiliate
of MAE GP or an insider or an officer, director of trustee of an insider of MAE
GP;
2.) Issues pertaining to transactions between AMIT and
affiliates or insiders of MAE GP or any officer, director or trustee of an
affiliate or insider of MAE GP;
3.) Issues pertaining to the election or appointment of
any affiliate or insider of MAE GP or any officer, director or trustee of any
affiliate or insider of MAE GP as an officer or trustee of AMIT.
Provided, however, that AMIT must vote the Shares on Proxy Issues in
accordance with the vote of the majority of Class A Shares voted on any Proxy
Issue, such majority to be determined without consideration of the votes of
"Excess Class A Shares" as defined in Paragraph 6.13 of the AMIT Declaration of
Trust, dated September 1, 1988.
As used in this Irrevocable Voting Proxy, the term "affiliate" means:
(A) a person or entity that directly or indirectly owns,
controls, or holds with power to vote, 20 percent or more of the
outstanding voting securities of MAE GP or an
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<PAGE> 2
affiliate of MAE GP other than a person or entity that holds such
securities
(i) in a fiduciary or agency capacity without
sole discretionary power to vote such securities; or
(ii) solely to secure a debt, if such person or
entity has not in fact exercised such power to vote;
(B) a corporation 20 percent or more of whose outstanding
voting securities are directly or indirectly owned, controlled, or
held with power to vote, by MAE GP or an affiliate of MAE GP, or by a
person or entity that directly or indirectly owns, controls, or holds
with power to vote, 20 percent or more of the outstanding voting
securities of MAE GP or an affiliate of MAE GP, other than a person or
entity that holds such securities --
(i) in a fiduciary or agency capacity without
sole discretionary power to vote such securities; or
(ii) solely to secure a debt, if such person or
entity has not in fact exercised such power to vote;
(C) a person or entity whose business is operated under a
lease or operating agreement by MAE GP or an affiliate of MAE GP, or
person or entity substantially all of whose property is operated under
an operating agreement with MAE GP or an affiliate of MAE GP; or
(D) a person or entity that operates the business or
substantially all of the property of MAE GP or an affiliate of MAE GP
under a lease or operating agreement;
Provided, however, that an "affiliate" of MAE GP shall not include a person or
entity who is an affiliate of MAE GP solely because he/she/it is an affiliate
of AMIT (assuming "AMIT" were substituted for "MAE GP" in the above-referenced
definition of the term "affiliate").
As used in this Irrevocable Voting Proxy, the term "insider" means:
(A) director of MAE GP;
(B) officer of MAE GP;
(C) person in control of MAE GP;
(D) partnership in which MAE GP is a general partner;
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<PAGE> 3
(E) general partner of MAE GP; or
(F) relative of a general partner, director, officer, or
person in control of MAE GP;
(G) affiliate, or insider of an affiliate of MAE GP;
(H) managing agent of MAE GP.
Provided, however, that an "insider" of MAE GP shall not include a person or
entity that is an "insider" of MAE GP solely because he/she/it is an "insider"
or "affiliate" of AMIT (assuming "AMIT" were substituted for "MAE GP" in the
above-referenced definitions of "affiliate" and "insider").
MAE GP authorizes AMIT to substitute any person to act under this
proxy, to revoke any such substitution, and to file this proxy and any
substitution or revocation of substitution with the Secretary of AMIT.
This proxy is irrevocable until that date which is ten (10) years from
the Effective Date, and is coupled with an interest.
<TABLE>
<CAPTION>
Certificate Number of
Number Shares Class Shareholder
------ ------ ----- -----------
<S> <C> <C> <C>
B-002 1,393,100 B MAE GP
B-003 282,013 B MAE GP
</TABLE>
DATED: April 14, 1995 MAE GP CORPORATION, a Delaware
Corporation
By: _______________________________
Its: ______________________________
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<PAGE> 1
EXHIBIT 3
JOINT REPORTING AGREEMENT
Insignia Financial Group, Inc., Andrew L. Farkas, Metropolitan
Asset Enhancement, L.P., Liquidity Assistance L.L.C., MAE Parent, Inc. and MAE
GP Corporation agree that the Statement on Schedule 13D (the "Statement") to
which this Agreement is attached as an exhibit, and all future amendments to
the Statement, shall be filed on behalf of each of them. This Agreement is
intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the
Securities Exchange Act of 1934, as amended.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, and all of which, when taken
together, shall constitute one and the same instrument.
Dated November 25, 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
<PAGE> 2
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
2
