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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13E-3
(Amendment No. 1)
Rule 13e-3 Transaction Statement
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
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ANGELES MORTGAGE INVESTMENT TRUST
(Name of Issuer)
INSIGNIA PROPERTIES TRUST
INSIGNIA FINANCIAL GROUP, INC.
(Name of Person(s) Filing Statement)
Class A Common Shares of Beneficial
Interest, par value $1.00 per share
(Title of Class of Securities)
034638106
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(CUSIP Number of Class of Securities)
James A. Aston Frank M. Garrison
President Executive Managing Director
Insignia Properties Trust Insignia Financial Group, Inc.
One Insignia Financial Plaza One Insignia Financial Plaza
P.O. Box 19059 P.O. Box 1089
Greenville, South Carolina 29602 Greenville, South Carolina 29602
(864) 239-1300 (864) 239-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
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Copy To:
Robert G. Koen
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
20th Floor
New York, New York 10022
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if soliciting material or information statement
referred to in checking box (a) are preliminary copies: [ ]
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$51,095,194 $10,219
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* Determined pursuant to Rule 0-11(b)(2) of the Securities Exchange Act of 1934. Pursuant to Rule 0-11(b), the filing
fee was determined as 1/50 of 1% of $51,095,194, the aggregate cash amount currently anticipated to be received by
the current shareholders of Angeles Mortgage Investment Trust ("AMIT") who are unaffiliated with Insignia Properties
Trust ("IPT") in exchange for the common shares of beneficial interest of IPT that will be held by such AMIT
shareholders (after the consummation of the merger of AMIT with and into IPT) in the contemplated merger of IPT into
a wholly-owned subsidiary of Apartment Investment and Management Company.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form
or schedule of the date of its filing.
Amount Previously Paid: $13,491 Filing Party: Insignia Properties Trust
Form or Registration No: Registration Statement on Form S-4 Date Filed: May 28, 1998
(Reg. No. 333-53815)
Amount Previously Paid: $ 6,485 Filing Party: Angeles Mortgage
Investment Trust
Form or Registration No: Schedule 14A Date Filed: November 14, 1997
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed with the Securities and Exchange Commission (the
"Commission") jointly by Insignia Properties Trust, a Maryland real estate
investment trust ("IPT") and Insignia Financial Group, Inc., a Delaware
corporation and the majority shareholder of IPT ("Insignia"), and relates to
the proposed merger (the "Merger") of Angeles Mortgage Investment Trust, a
California business trust ("AMIT") with and into IPT and the contemplated
subsequent merger of IPT with a wholly-owned subsidiary of Apartment Investment
and Management Company ("AIMCO") which is to take place after the consummation
of a merger of Insignia with and into AIMCO.
The following cross reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Registration
Statement on Form S-4, as amended (the "Registration Statement"), filed by IPT
with the Commission with respect to the IPT Common Shares to be issued in the
Merger, of the information required to be included in response to the items of
this Schedule 13E-3. The Registration Statement includes the proxy statement of
AMIT and the prospectus of IPT with respect to the IPT Common Shares to be
issued in the Merger (the "Proxy Statement/Prospectus"). The information set
forth in the Registration Statement, including all exhibits thereto, is hereby
expressly incorporated by reference as set forth in the Cross Reference Sheet
and the responses to each item herein are qualified in their entirety by
reference to the information contained in the Registration Statement, including
any and all annexes, exhibits and schedules thereto.
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CROSS REFERENCE SHEET
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Item 1. Issuer and Class of Security Subject to the Transaction
(a) Cover page to Proxy Statement/Prospectus; "SUMMARY -- The
Parties"
(b) "THE SPECIAL MEETING -- Voting; Votes Required for Approval"
(c) "BUSINESS OF AMIT -- Market for AMIT's Common Equity and
Related Shareholder Matters"
(d) "BUSINESS OF AMIT -- Market for AMIT's Common Equity and
Related Shareholder Matters"
(e) Not applicable
(f) Not applicable
Item 2. Identity and Background
(a)-(d) "SUMMARY -- The Parties"; Annex E to Proxy
Statement/Prospectus
(e)-(f) During the past five years no executive officer or trustee
of IPT or executive officer or director of Insignia has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities
subject to federal or state securities laws or finding any
violations of such laws.
Item 3. Past Contacts, Transactions or Negotiations
(a)-(b) "SPECIAL FACTORS -- Background of the Merger" and "RISK
FACTORS -- Conflicts of Interest; Loans"
Item 4. Terms of the Transaction
(a) "THE MERGER"; "THE MERGER AGREEMENT"; "INSIGNIA/AIMCO
TRANSACTION"
(b) "SPECIAL FACTORS -- Interests of Certain Persons in the
Merger"; "THE MERGER AGREEMENT -- Manner and Basis of
Converting Shares"
Item 5. Plans or Proposals of the Issuer or Affiliate
(a) "INSIGNIA/AIMCO TRANSACTION"; "SPECIAL FACTORS -- Certain
Other Information Concerning the IPT/AIMCO Merger"
(b) Not applicable
(c) "SUMMARY -- Management of IPT Following the Merger";
"SPECIAL FACTORS -- Interests of Certain Persons in the
Merger"
(d) "SUMMARY -- IPT Distribution Policy Following the Merger";
"SPECIAL FACTORS -- Certain Other Information Concerning the
IPT/AIMCO Merger"
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(e) "THE MERGER -- Certain Effects of the Merger"
(f) "THE MERGER -- Certain Effects of the Merger"
(g) "THE MERGER -- Certain Effects of the Merger"
Item 6. Source and Amounts of Funds or Other Consideration
(a) "SPECIAL FACTORS -- Certain Other Information Concerning the
IPT/AIMCO Merger"
(b) "SPECIAL FACTORS -- Certain Other Information Concerning the
IPT/AIMCO Merger"
(c) Not applicable
(d) Not applicable
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a) "SPECIAL FACTORS -- Background of the Merger"; "SPECIAL
FACTORS -- AMIT's Reasons for the Merger"; "SPECIAL FACTORS
-- Recommendation of the AMIT Board" and "SPECIAL FACTORS --
Purpose and Structure of the IPT/AIMCO Merger"
(b) "SPECIAL FACTORS -- Background of Merger" and "SPECIAL
FACTORS -- Purpose and Structure of the IPT/AIMCO Merger"
(c) "SPECIAL FACTORS -- Background of the Merger"; "SPECIAL
FACTORS -- Reasons for the Merger" and "SPECIAL FACTORS --
Purpose and Structure of the IPT/AIMCO Merger"
(d) "SPECIAL FACTORS -- Certain Effects of the IPT/AIMCO Merger"
and "THE MERGER -- Federal Income Tax Consequences of the
Merger"
Item 8. Fairness of the Transaction
(a) "SPECIAL FACTORS -- AMIT's Reasons for the Merger"; SPECIAL
FACTORS -- Recommendation of the AMIT Board" and "SPECIAL
FACTORS -- Fairness of the IPT/AIMCO Merger"
(b) "SPECIAL FACTORS -- AMIT's Reasons for the Merger"; SPECIAL
FACTORS -- Recommendation of the AMIT Board"; "SPECIAL
FACTORS -- Fairness of the IPT/AIMCO Merger"; "SPECIAL
FACTORS -- Opinion of AMIT's Financial Advisor" and "SPECIAL
FACTORS -- Opinion of Financial Advisor to Insignia relating
to the IPT/AIMCO Merger"
(c) "SPECIAL FACTORS -- AMIT's Reasons for the Merger"; "THE
SPECIAL MEETING -- Voting; Votes Required for Approval"
(d) "SPECIAL FACTORS --AMIT's Reasons for the Merger"
(e) "SPECIAL FACTORS -- Recommendation to the AMIT Board"
(f) Not applicable
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Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a) "SPECIAL FACTORS -- AMIT's Reasons for the Merger"; "SPECIAL
FACTORS -- Opinion of AMIT's Financial Advisor" and "SPECIAL
FACTORS -- Opinion of Financial Advisor to Insignia relating
to the IPT/AIMCO Merger"
(b) "SPECIAL FACTORS -- Opinion of AMIT's Financial Advisor";
"SPECIAL FACTORS -- Opinion of Financial Advisor to Insignia
relating to the IPT/AIMCO Merger"
(c) "SPECIAL FACTORS -- Opinion of AMIT's Financial Advisor" and
"SPECIAL FACTORS -- Opinion of Financial Advisor to Insignia
Relating to the IPT/AIMCO Merger"
Item 10. Interest in Securities of the Issuer
(a) "SUMMARY -- The Parties -- AMIT"; "SUMMARY -- The Special
Meeting"; "PRINCIPAL SECURITY HOLDERS OF AMIT";
(b) None of IPT, Insignia or any of the executive officers or
trustees of IPT or the executive officers or directors of
Insignia, or any affiliate, associate or subsidiary of the
foregoing, has effected any transaction in the AMIT Class A
Shares during the 60 business days prior to the date hereof.
Item 11. Contracts, Arrangements or Understanding with Respect to the Issuer's
Securities
"CERTAIN OTHER AGREEMENTS -- Stock Option Agreement and Class B Voting
Proxy"
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction
(a) Not applicable
(b) "SPECIAL FACTORS -- AMIT's Reasons for the Merger"; "SPECIAL
FACTORS -- Recommendation of the AMIT Board"
Item 13. Other Provisions of the Transaction
(a) "SPECIAL FACTORS -- Appraisal Rights"
(b) Not applicable
(c) Not applicable
Item 14. Financial Information
(a) "SUMMARY -- AMIT Summary Historical Consolidated Financial
Data"; "SUMMARY -- Comparative Per Share Information"; "AMIT
SELECTED CONSOLIDATED FINANCIAL DATA"; and "FINANCIAL
STATEMENTS OF AMIT"
(b) Not applicable
Item 15. Persons and Assets Employed, Retained or Utilized
(a) "SPECIAL FACTORS -- Interests of Certain Persons in the
Merger"
(b) Not applicable
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Item 16. Additional Information
The information set forth in the Proxy Statement/Prospectus is
incorporated herein by reference.
Item 17. Material to be Filed as Exhibits
(a) Not applicable
(b)(1) Fairness Opinion of Christopher Weil & Co. (included as
Annex C to the Proxy Statement/Prospectus which forms a part
of the Registration Statement)
(b)(2) Fairness Opinion of Lehman Brothers, Inc.
(c)(1) Agreement and Plan of Merger dated as of July 18, 1997 among
AMIT, IPT, Insignia and MAE GP Corporation (included as
Annex A to the Proxy Statement/Prospectus which forms a part
of the Registration Statement)
(c)(2) Stock Option Agreement dated April 14, 1995 by AMIT and MAE
GP Corporation (filed as Exhibit 10.20 to the Registration
Statement)
(c)(3) Irrevocable Voting Proxy granted by MAE GP Corporation to
AMIT dated April 14, 1995 (filed as Exhibit 10.21 to the
Registration Statement)
(d)(1) Letter to Shareholders (included with the Proxy
Statement/Prospectus which forms a part of the Registration
Statement)
(d)(2) Notice of Special Meeting (included with the Proxy
Statement/Prospectus which forms a part of the Registration
Statement)
(d)(3) Registration Statement on Form S-4 as filed by IPT with the
Commission on May 28, 1998 (of which the Proxy
Statement/Prospectus forms a part), together with the
annexes thereto
(d)(4) Amendment No. 1 to the Registration Statement on Form S-4 as
filed by IPT with the Commission on June 17, 1998 (of which
the Proxy Statement/Prospectus forms a part), together with
the annexes thereto
(d)(5) Amendment No. 2 to the Registration Statement on Form S-4 as
filed by IPT with the Commission on July 15, 1998 (of which
the Proxy Statement/Prospectus forms a part), together with
the annexes thereto
(d)(6) Proxy Card (filed as Exhibit 99.5 to the Registration
Statement)
(e) Not applicable
(f) Not applicable
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement, as amended, is true,
complete and correct.
Dated: July 21, 1998
INSIGNIA PROPERTIES TRUST
By: /s/ Jeffrey P. Cohen
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Frank M. Garrison
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Frank M. Garrison
Executive Managing Director
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EXHIBIT INDEX
Exhibit No. Description
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(a) Not applicable
(b)(1) Fairness Opinion of Christopher Weil & Co. (included as
Annex C to the Proxy Statement/Prospectus which forms a part
of the Registration Statement)
(b)(2) Fairness Opinion of Lehman Brothers, Inc.
(c)(1) Agreement and Plan of Merger dated as of July 18, 1997 among
AMIT, IPT, Insignia and MAE GP Corporation (included as
Annex A to the Proxy Statement/Prospectus which forms a part
of the Registration Statement)
(c)(2) Stock Option Agreement dated April 14, 1995 by AMIT and MAE
GP Corporation (filed as Exhibit 10.20 to the Registration
Statement)
(c)(3) Irrevocable Voting Proxy granted by MAE GP Corporation to
AMIT dated April 14, 1995 (filed as Exhibit 10.21 to the
Registration Statement)
(d)(1) Letter to Shareholders (included with the Proxy
Statement/Prospectus which forms a part of the Registration
Statement)
(d)(2) Notice of Special Meeting (included with the Proxy
Statement/Prospectus which forms a part of the Registration
Statement)
(d)(3) Registration Statement on Form S-4 as filed by IPT with the
Commission on May 28, 1998 (of which the Proxy
Statement/Prospectus forms a part), together with the
annexes thereto
(d)(4) Amendment No. 1 to the Registration Statement on Form S-4 as
filed by IPT with the Commission on June 17, 1998 (of which
the Proxy Statement/Prospectus forms a part), together with
the annexes thereto
(d)(5) Amendment No. 2 to the Registration Statement on Form S-4 as
filed by IPT with the Commission on July 15, 1998 (of which
the Proxy Statement/Prospectus forms a part), together with
the annexes thereto
(d)(6) Proxy Card (filed as Exhibit 99.5 to the Registration
Statement)
(e) Not applicable
(f) Not applicable
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