UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
INSIGNIA FINANCIAL GROUP, INC.
______________________________
(Name of Issuer)
Class A Common Stock, par value $.01 per share
______________________________________________
(Title of Class of Securities)
457956 20 9 (Class A Common Stock)
__________________________________
(CUSIP Number)
Andrew L. Farkas
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29602
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 1, 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 the
statement []. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
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.
(Continued on following pages)
SCHEDULE 13D
CUSIP No. 457956 20 9
_____________________
NAME OF REPORTING PERSONS
Metropolitan Acquisition Partners IV, L.P.
1
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
_________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
2 (b) []
_________________________________________________________________
SEC USE ONLY
3
_________________________________________________________________
SOURCE OF FUNDS*
4 Not applicable
_________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e) []
_________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
_________________________________________________________________
SOLE VOTING POWER
7
None
NUMBER OF ___________________________________
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,647,955
EACH ___________________________________
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 9
None
___________________________________
SHARED DISPOSITIVE POWER
10
1,762,577
_________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,647,955 (But see Item 5 herein.)
_________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* []
_________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.2%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 457956 20 9
_____________________
NAME OF REPORTING PERSONS
1 Metro Shelter Directives, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
_________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
2 (b) []
_________________________________________________________________
SEC USE ONLY
3
_________________________________________________________________
SOURCE OF FUNDS*
4 Not applicable
_________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e) []
_________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
_________________________________________________________________
SOLE VOTING POWER
7
960,637
NUMBER OF ___________________________________
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,647,955
EACH ___________________________________
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 9
960,637
___________________________________
SHARED DISPOSITIVE POWER
10
1,762,577
_________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,608,592 (But see Item 5 herein.)
_________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* []
_________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.5%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 457956 20 9
_____________________
NAME OF REPORTING PERSONS
Andrew L. Farkas
1
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
_________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
2 (b) []
_________________________________________________________________
SEC USE ONLY
3
_________________________________________________________________
SOURCE OF FUNDS*
4 Not applicable
_________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e) []
_________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
_________________________________________________________________
SOLE VOTING POWER
7
957,926
NUMBER OF ___________________________________
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,484,796
EACH ___________________________________
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 9
1,384,714
___________________________________
SHARED DISPOSITIVE POWER
10
3,543,615
_________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,442,722 (But see Item 5 herein.)
_________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* []
_________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
28.4%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 457956 20 9
_____________________
NAME OF REPORTING PERSONS
R.A.F. Resources
1
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
_________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
2 (b) []
_________________________________________________________________
SEC USE ONLY
3
_________________________________________________________________
SOURCE OF FUNDS*
4 Not applicable
_________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e) []
_________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
_________________________________________________________________
SOLE VOTING POWER
7
None
NUMBER OF ___________________________________
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 176,257
EACH ___________________________________
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 9
None
___________________________________
SHARED DISPOSITIVE POWER
10
176,257
_________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
176,257 (But see Item 5 herein.)
_________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* []
_________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.6%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 457956 20 9
_____________________
NAME OF REPORTING PERSONS
Robin L. Farkas
1
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
_________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
2 (b) []
_________________________________________________________________
SEC USE ONLY
3
_________________________________________________________________
SOURCE OF FUNDS*
4 Not applicable
_________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e) []
_________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
_________________________________________________________________
SOLE VOTING POWER
7
36,800
NUMBER OF ___________________________________
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 186,257
EACH ___________________________________
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 9
36,800
___________________________________
SHARED DISPOSITIVE POWER
10
186,257
_________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
223,057 (But see Item 5 herein.)
_________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* []
_________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.8%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
AMENDMENT NO. 8
to
Statement on Schedule 13D
Pursuant to Rule 13d-1
under the
Securities Exchange Act of 1934, As Amended
Pursuant to Rule 13d-2(c) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the undersigned hereby amend and restate the entire text of the
Statement on Schedule 13D, originally filed on their behalf on
March 27, 1991, with the Securities and Exchange Commission (the
"Commission") with respect to the Class A Common Stock, par value
$0.01 per share (the "Insignia Class A Common Stock"), of
Insignia Financial Group, Inc. (the "Issuer").
On August 1, 1993, the Issuer effected a one-for-three
reverse stock split of the Insignia Class A Common Stock. As of
January 15, 1996, the Issuer effected a two-for-one stock split
of the Insignia Class A Common Stock. All share numbers in this
Amendment No. 8 give effect to such stock splits.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Insignia
Class A Common Stock. The name and address of the principal
executive offices of the Issuer are as follows: Insignia
Financial Group, Inc., One Insignia Financial Plaza, Greenville,
South Carolina 29602.
Item 2. Identity and Background.
a. Metropolitan Acquisition Partners IV, L.P.
Metropolitan Acquisition Partners IV, L.P. (the "Partnership") is
a limited partnership organized under the laws of the State of
Delaware. The principal business of the Partnership is to own
certain securities of the Issuer and to engage in certain
transactions involving the Issuer. The address of each of the
principal business and the principal office of the Partnership is
One Insignia Financial Plaza, Greenville, South Carolina 29602.
b. Metro Shelter Directives, Inc. Metro Shelter
Directives, Inc. (the "General Partner") is a corporation
organized under the laws of the State of Delaware. The principal
business of the General Partner is to act as the general partner
of the Partnership. The address of each of the principal
business and the principal office of the General Partner is One
Insignia Financial Plaza, Greenville, South Carolina 29602.
c. R.A.F. Resources. R.A.F. Resources (the "Related
Limited Partner") is a general partnership organized under the
laws of the State of New York and has a 10% limited partnership
interest in the Partnership. Andrew L. Farkas and Robin L.
Farkas are the general partners of the Related Limited Partner.
The principal business of the Related Limited Partner is to make
investments of various types. The address of each of the
principal business and the principal office of the Related
Limited Partner is One Insignia Financial Plaza, Greenville,
South Carolina 29602.
d. Andrew L. Farkas. The business address of Andrew
L. Farkas ("AF") is One Insignia Financial Plaza, Greenville,
South Carolina 29602. The present principal occupation of AF is
(i) the Chairman of the Board, President and Chief Executive
Officer and a director of the Issuer (the principal business and
address of which is listed above), (ii) the President and sole
director and stockholder of the General Partner (the principal
business and address of which is listed above), (iii) a general
partner of the Related Limited Partner (the principal business
and address of which is listed above), (iv) the President and
sole director and stockholder of M V, Inc. ("MV"), a Delaware
corporation that is the sole general partner of Metropolitan
Acquisition Partners V, L.P. ("MAP V"), a Delaware limited
partnership that, as of October 1, 1996, beneficially owned
1,073,732 shares of the Issuer, as part of a "group" (for
purposes of Section 13(d)(3) of the Exchange Act) comprised of
AF, MV, and MAP V (the "MAP V Group") and (v) the President and
sole director and stockholder of Metropolitan Asset Group, Ltd.,
a New York corporation and real estate investment banking firm
located at P.O. Box 1417, Greenville, South Carolina 29602. The
principal address of MV is P.O. Box 1417, Greenville, South
Carolina 29602. AF is a United States citizen.
e. Robin L. Farkas. The business address of Robin L.
Farkas ("RF") is 730 Park Avenue, New York, New York 10021. The
present principal occupation of RF is (i) private investing and
(ii) a general partner of the Related Limited Partner (the
principal business and address of which is listed above). RF is
a United States citizen.
The Partnership, the General Partner, the Related
Limited Partner, AF and RF are collectively referred to herein as
the "Reporting Persons." The Reporting Persons constitute a
"group" (the "Group") for purposes of Section 13(d)(3) of the
Exchange Act. Each of the Reporting Persons other than AF hereby
disclaims membership in a group with any member of the MAP V
Group other than AF.
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.
Item 3. Source and Amount of Funds or Other Consideration.
Effective October 1, 1996, the Partnership distributed
a total of 1,762,577 shares of Insignia Class A Common Stock (the
"Distribution") to the partners of the Partnership (881,287
shares to the General Partner and 881,290 shares to the limited
partners). No consideration was paid for the Distribution.
No consideration was paid for the February Options, the
November Warrants and the August Warrants (each as defined in
Item 4).
Item 4. Purpose of Transaction.
The purpose of the Distribution by the Partnership is
to provide liquidity to the limited partners and the General
Partner of the Partnership.
On February 20, 1996, subject to stockholder approval
of the amendments to the Issuer's 1992 Stock Incentive Plan (the
"Plan"), the Board of Directors of the Issuer approved options
for AF (the "February Options") for 300,000 shares of Insignia
Class A Common Stock, which are exercisable at $19.50 per share.
The February Options vest in five equal installments on August
20, 1996 and each of the next four anniversaries of that date.
The stockholders of the Issuer approved the amendments to the
Plan on May 23, 1996.
On November 13, 1995, subject to stockholder approval,
the Board of Directors of the Issuer awarded AF warrants (the
"November Warrants") to purchase 128,000 shares of Insignia Class
A Common Stock, with 42,666 of such Warrants being fully vested
on the date of grant, 42,667 of such Warrants becoming vested on
the first anniversary of the date of grant and 42,667 of such
Warrants becoming vested on the second anniversary of the date of
grant. Each of such Warrants are exercisable at $13.6875 per
share and expire five years after the date of grant. The
stockholders of the Issuer approved such Warrants on May 23,
1996.
On August 3, 1995, subject to stockholder approval, the
Board of Directors of the Issuer awarded AF warrants (the "August
Warrants") to purchase 500,000 shares of Insignia Class A Common
Stock, with 166,666 of such warrants being fully vested on the
date of grant, 166,667 of such warrants becoming vested on the
first anniversary of the grant and 166,667 of such warrants
becoming vested on the second anniversary of the date of grant.
Each of such warrants are exercisable at $13.5625 per share and
expire five years after the date of grant. The stockholders of
the Issuer approved the AF warrants on May 23, 1996.
Except as otherwise described herein or in Item 6 of
this Statement on Schedule 13D, none of the Reporting Persons
have any plans or proposals which relate to or would result in
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities by the Issuer, (b) an
extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of
its securities, (c) a sale or transfer of a material amount of
the assets of the Issuer or any of its subsidiaries, (d) any
change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
Issuer's board of directors, (e) any material change in the
present capitalization or dividend policy of the Issuer, (f) any
other material change in the Issuer's business or corporate
structure, (g) changes in the Issuer's charter, bylaws, or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person,
(h) causing a class of the securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
Background
In July and December 1990, the Issuer issued an
aggregate of 5,000,000 shares of Insignia Class A Common Stock to
the Partnership for an aggregate price of approximately
$3,500,000.
In October 1991, the Issuer issued options (the "MAP V
Options") to MAP V to purchase, at an exercise price of $1.50 per
share, up to 6,333,332 shares of Insignia Class A Common Stock.
MAP V paid $250,000, or approximately $0.04 per share, for the
MAP V Options. Between December 1991 and June 1992, MAP V
exercised the MAP V Options to purchase 2,398,706 shares. In
June 1992, the remainder of such options were cancelled.
In June 1992 M-VI Limited Liability Company (f/k/a IFG
Limited Liability Company)("MAP VI"), which had acquired MAP V
Options to purchase 533,334 shares of Insignia Class A Common
Stock, exercised such MAP V Options. In addition, in June 1992,
MAP VI purchased 2,788,498 shares of Insignia Class A Common
Stock for $1.875 per share.
In October 1993, the Partnership, MAP V and MAP VI sold
653,334, 874,000 and 1,300,000 shares of Insignia Class A Common
Stock, respectively, for $8.00 per share as part of an
underwritten offering by the Issuer and certain selling
stockholders of shares of Insignia Class A Common Stock (the
"Offering"). AF purchase 62,500 shares of Insignia Class A
Common Stock in the Offering.
In May 1993, AF sold 30,000 shares of Insignia Class A
Common Stock for $13.00 per share. The transaction was effected
through a broker on the NASDAQ National Market.
Pursuant to the terms of those certain Stock Purchase
Agreements, each dated as of June 28, 1995, and certain Addenda
thereto, dated as of July 24, 1995 (collectively, the "Purchase
Agreements") by and between the Partnership, MAP V, and MAP VI
(collectively, the "Sellers") and APTS Partners IV-AB, L.P.,
Blackacre Capital Group, L.P., Farallon Capital Institutional
Partners, L.P., Farallon Capital Institutional Properties II,
L.P., Farallon Capital Partners, L.P. and Tinicum Partners, L.P.
(collectively, the "Buyers") the Buyers purchased from the
Sellers 1,500,000 shares of Insignia Class A Common Stock
(662,812 from the Partnership, 237,982 from MAP V and 599,206
from MAP VI) at a purchase price o $12.50 per share, or
$18,750,000 in the aggregate.
On July 27, 1995, MAP V distributed a total of 45,614
shares of Insignia Class A Common Stock to certain partners of
MAP V.
As further described in Item 6, on July 27, 1995 the
Partnership distributed a total of 158,700 shares of Insignia
Class A Common Stock to certain partners of the Partnership.
Beneficial Ownership
As of October 1, 1996, the Reporting Persons held
interests in Insignia's Class A Common Stock as follows:
Beneficial Ownership Voting Power
____________________ ____________
Reporting Person Shares % of Sole Shared
________________ ______ Outstanding ____ ______
___________
Metropolitan 2,647,955 9.2% -- 2,647,955
Acquisition
Partners IV, L.P.
Metropolitan Shelter, 3,608,592 12.5% 960,637 2,647,955
Directives, Inc.
Andrew L. Farkas 8,442,722 28.4% 957,926 7,484,796
R.A.F. Resources 176,257 0.6% -- 176,257
Robin L. Farkas 223,057 0.8% 36,800 186,257
Dispositive Power
_________________
Reporting Person Sole Shared
________________ ____ ______
Metropolitan -- 1,762,577
Acquisition
Partners IV, L.P.
Metropolitan Shelter, 960,637 1,762,577
Directives, Inc.
Andrew L. Farkas 1,384,714 3,543,615
R.A.F. Resources -- 176,257
Robin L. Farkas 36,800 186,257
The Partnership's beneficial ownership includes (i)
881,290 shares which were distributed to the limited partners of
the Partnership in the Distribution effective October 1, 1996 for
which the limited partners have granted a proxy to the
Partnership with respect to voting such shares, (ii) 4,088 shares
remaining from the distribution to certain limited partners of
the Partnership on July 27, 1995 and for which the limited
partners have granted a proxy to the Partnership with respect to
voting such shares and (iii) 1,762,577 shares which remain in the
Partnership. The Partnership's shared voting and dispositive
power results from its relationship with the General Partner and
the proxies granted to it in connection with the July 27, 1995
distribution and the Distribution.
The General Partner's beneficial ownership includes (i)
2,647,955 shares which are beneficially owned by the Partnership,
(ii) 881,287 shares distributed from the Partnership in the
Distribution on October 1, 1996 and (iii) 79,350 shares
distributed from the Partnership on July 27, 1995. The General
Partner's shared voting and dispositive power results from its
relationship with the Partnership.
AF's beneficial ownership includes (i) 456,714 shares
directly owned, (ii) 960,637 shares beneficially owned by the
General Partner (excluding shares beneficially owned by the
Partnership), (iii) 2,647,955 shares beneficially owned by the
Partnership (including 176,257 shares distributed to the Related
Limited Partner), (iv) 199,846 shares beneficially owned by MV
(excluding shares beneficially owned by MAP V), (v) 1,073,732
shares beneficially owned by MAP V, (vi) 300,000 shares subject
to the February Options, (vii) 128,000 shares subject to the
November Warrants, (viii) 500,000 shares subject to the August
Warrants and (ix) 2,175,838 shares owned by CEP, N&M, the Buyers
and other third parties which are subject to the Stockholders
Agreement (as such terms are defined in Item 6). AF's shared
voting and dispositive power results from his relationship to the
Partnership, the General Partner and the Related Limited Partner
as well as his shared voting power with respect to shares subject
to the Stockholders Agreement.
The Related Limited Partner's beneficial ownership
includes 176,257 shares which were distributed to it by the
Partnership in the Distribution effective October 1, 1996. The
Related Limited Partner's shared voting and dispositive power
results from its relationship with the Partnership, AF and RF.
RF's beneficial ownership includes (i) 24,800 shares
owned collectively by RF and his spouse, (ii) 176,257 shares
beneficially owned by the Related Limited Partner and (ii) 22,000
share subject to options. RF's shared voting and dispositive
power results from his relationship with the Related Limited
Partner. RF disclaims beneficial ownership of his spouse's
shares.
Other than the Distribution, the Reporting Persons
(excluding AF only) have not been involved in any transactions in
Insignia Class A Common Stock during the past 60 days. During
the past 60 days, AF has been involved in the Distribution and
due to his relationship to the MAP V Group, in the distribution
by MAP V of 620,555 shares of Insignia Class A Common Stock to
its partners effective October 1, 1996.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
The Partnership, MAP V, MAP VI, the Issuer and AF
entered into a Stockholders Agreement dated May 27, 1992 (the
"Stockholders Agreement"), which became effective on June 2,
1992. Pursuant to the Stockholders Agreement as subsequently
amended, among other things, (i) MAP VI agreed to vote its shares
of Insignia Class A Common Stock in any election for directors of
the Issuer for those persons designated by AF, (ii) AF, the
Partnership and MAP V agreed to vote shares of Insignia Class A
Common Stock owned or controlled by them for one individual
proposed by MAP VI to serve as a director of the Issuer and (iii)
the Issuer granted preemptive rights to MAP VI in certain
circumstances. A copy of the Stockholders Agreement is attached
as Exhibit 12 to Amendment No. 2 dated June 2, 1992, is
incorporated by reference herein and is being refiled herewith,
and the description of the Stockholders Agreement contained
herein is qualified in its entirety by reference thereto.
MAP VI and the Issuer entered into a Registration
Rights Agreement dated as of May 27, 1992 (the "Registration
Rights Agreement"), which became effective on June 2, 1992.
Pursuant to the Registration Rights Agreement, the Issuer is
required, among other things, to register the Insignia Class A
Common Stock owned by MAP VI under the circumstances described
therein. A copy of the Registration Rights Agreement is attached
as Exhibit 13 to Amendment No. 2 dated June 2, 1992, is
incorporated by reference herein and is being refiled herewith,
and the description of the Registration Rights Agreement
contained herein is qualified in its entirety by reference
thereto.
The Issuer entered into a letter agreement with MAP VI
dated May 27, 1992 (the "Observer Letter"), which became
effective on June 2, 1992. Pursuant to the Observer Letter, the
Issuer agreed to permit an observer appointed by MAP VI to act as
an observer during meetings of the Board of Directors of the
Issuer under certain circumstances. A copy of the Observer
Letter is attached as Exhibit 14 to Amendment No. 2 dated June 2,
1992, is incorporated by reference herein and is being refiled
herewith, and the description of the Observer Letter contained
herein is qualified in its entirety by reference thereto.
On December 27, 1995, MAP VI was dissolved in
accordance with the laws of the State of Wyoming and the shares
of Insignia Class A Common Stock owned by MAP VI was distributed
to AF, Charterhouse Equity Partners, L.P. ("CEP") and Northern &
Midland Nominees Limited ("N&M").
In connection with the liquidation of MAP VI, MAP VI
transferred to CEP and N&M all of its rights and obligations
under (i) the Stockholders Agreement pursuant to that certain
Assignment and Consent Agreement dated December 15, 1995 (the
"First Assignment Agreement") by and among MAP VI, the
Partnership, MAP V, AF, the Issuer, CEP, N&M and the other
signatories thereto and (ii) the Registration Rights Agreement
and the Observer Letter pursuant to that certain Assignment and
Consent Agreement dated December 15, 1995 (the "Second Assignment
Agreement") by and among MAP VI, the Partnership, the Issuer, AF,
CEP and N&M. The First Assignment Agreement and the Second
Assignment Agreement are attached as Exhibits (j) and (k) hereto
and are incorporated herein by reference. The description of
such agreements contained herein is qualified in its entirety by
reference thereto.
Pursuant to the terms of the Purchase Agreements by and
between the Sellers and the Buyers, the Buyers purchased
1,500,000 shares of Insignia Class A Common Stock and agreed to
be bound by the terms of the Stockholders Agreement. The
Purchase Agreements, including the Addenda thereto, are attached
as Exhibits (b) though (g) to Amendment No. 6 dated July 24,
1995.
On July 27, 1995, the Partnership distributed a total
of 158,700 shares of Insignia Class A Common Stock to certain
partners of the Partnership (79,350 to the General Partner and
79,350 to certain limited partners). The distributees, other
than the General Partner, granted a proxy to the Partnership with
respect to the vote of the distributed shares. However, only
4,088 shares remain subject to such proxy. A form of such proxy
is filed as Exhibit (h) to Amendment No. 6 dated July 24, 1995.
Effective October 1, 1996, the Partnership distributed
a total of 1,762,577 shares of Insignia Class A Common Stock to
the partners of the Partnership (881,287 shares to the General
Partner and 881,290 shares to the limited partners). The
distributees, other than the General Partner, granted a proxy to
the Partnership with respect to the vote of the distributed
shares. A form of such proxy is filed as Exhibit (i) hereto.
Item 7. Material to be Filed as Exhibits.
Exhibits filed with initial filing of Statement on Schedule 13D
dated December 31, 1990:
1. Management Services and Non Qualified Stock Option
Agreement, dated December 31, 1990, by and between Insignia
Financial Group, Inc. and Metropolitan Acquisition Partners IV,
L.P.
2. Guaranty, dated December 31, 1990, from Metropolitan
Acquisition Partners IV, L.P. to The Lambert Brussels Financial
Corporation.
3. Pledge Agreement, dated December 31, 1990, by and
between Metropolitan Acquisition Partners IV, L.P. and Wilmington
Trust Company, as collateral trustee.
4. Stockholders Agreement, dated December 31, 1990, by and
among Insignia Financial Group, Inc., Metropolitan Acquisition
Partners IV, L.P., and The Lambert Brussels Financial
Corporation.
5. Asset Purchase Option Agreement, dated as of July 23,
1990, among U.S. Shelter Corporation, certain of its
subsidiaries, and Shelter Holdings, Inc., as amended by Amendment
No. 1 thereto, dated as of August 30, 1990, and as further
amended by Amendment No. 2 thereto, dated as of November 30,
1990.
6. Joint Filing Agreement Among the Reporting Persons.
Exhibits filed with Amendment No. 1 to Statement on Schedule 13D
dated January 10, 1992:
7. Option Agreement, dated as of October 2, 1991, between
Insignia Financial Group, Inc. and Metropolitan Acquisition
Partners V, L.P.
8. Option Agreement, dated as of October 2, 1991, among
Insignia Financial Group, Inc., Metropolitan Acquisition Partners
IV, L.P., and Metropolitan Acquisition Partners V, L.P.
9. Joint Filing Agreement Among the Reporting Persons.
Exhibits filed with Amendment No. 2 to Statement on Schedule 13D
dated June 2, 1992:
10. Option Assignment Agreement, dated as of May 27, 1992,
between and among Insignia Financial Group, Inc., Metropolitan
Acquisition Partners IV, L.P., Metropolitan Acquisition Partners
V, L.P., and IFG Limited Liability Company.
11. Securities Purchase Agreement, dated as of May 27,
1992, by and among Insignia Financial Group, Inc., Metropolitan
Acquisition Partners IV, L.P. and IFG Limited Liability Company.
12. Stockholders Agreement, dated as of May 27, 1992, by
and between Metropolitan Acquisition Partners IV, L.P.,
Metropolitan Acquisition Partners V, L.P., IFG Limited Liability
Company, and Andrew L. Farkas (refiled with this Amendment No.
8).
13. Registration Rights Agreement, dated as of May 27,
1992, by and among Insignia Financial Group, Inc. and IFG Limited
Liability Company (refiled with this Amendment No. 8).
14. Operating Agreement of IFG Limited Liability Company.
15. Letter Agreement, dated as of May 27, 1992, between
Insignia Financial Group, Inc. and IFG Limited Liability Company
(refiled with this Amendment No. 8).
16. Joint Filing Agreement Among The Reporting Persons.
Exhibit Filed with Amendment No. 4 to Statement on Schedule 13D
dated October 20, 1993:
1. Warrant Agreement, dated September 1, 1993, between the
Issuer and AF.
Exhibit filed with Amendment No. 5 to Statement on Schedule 13D
dated May 1995:
(a) Warrant Purchase Agreement, dated May 10, 1995, among
APTS Partners, L.P., the Issuer, and certain Selling
Warrantholders.
Exhibits filed with Amendment No. 6 to Statement on Schedule 13D
dated July 24, 1995:
(b) Stock Purchase Agreement, dated as of June 28, 1995, by
and between M-VI and APTS Partners IV-AB, L.P., and Addendum
thereto, dated July 24, 1995.
(c) Stock Purchase Agreement, dated as of June 28, 1995, by
and between M-VI and Blackacre Capital Group L.P., and Addendum
thereto, dated July 24, 1995.
(d) Stock Purchase Agreement, dated as of June 28, 1995, by
and between M-VI and Farallon Capital Partners, L.P., and
Addendum thereto, dated July 24, 1995.
(e) Stock Purchase Agreement, dated as of June 28, 1995, by
and between M-VI and Farallon Capital Institutional Partners,
L.P., and Addendum thereto, dated July 24, 1995.
(f) Stock Purchase Agreement, dated as of June 28, 1995, by
and between M-VI and Farallon Capital Institutional Partners II,
L.P., and Addendum thereto, dated July 24, 1995.
(g) Stock Purchase Agreement, dated as of June 28, 1995, by
and between M-VI and Tinicum Partners, L.P., and Addendum
thereto, dated July 24, 1995.
(h) Form of Proxy granted by distributees to the
Partnership, and a schedule of substantially identical proxies.
Exhibits filed with Amendment No. 8 to Statement on Schedule 13D
dated November 20, 1996:
(i) Form of Proxy granted by distributees to the
Partnership, and a schedule of substantially identical proxies.
(j) Assignment and Consent Agreement dated as of December
15, 1995 by and among Metropolitan Acquisition Partners IV, L.P.,
Metropolitan Acquisition Partners V, L.P., Andrew L. Farkas, M-VI
Limited Liability Company, Insignia Financial Group, Inc.,
Charterhouse Equity Partners, L.P., Northern & Midland Nominees
Limited and certain other parties thereto.
(k) Assignment and Consent Agreement dated as of December
15, 1995 by and among Metropolitan Acquisition Partners IV, L.P.,
Insignia Financial Group, Inc., Andrew L. Farkas, Charterhouse
Equity Partners, L.P., Northern & Midland Nominees Limited and M-
VI Limited Liability Company.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the information set forth in this
statement is true, complete, and correct.
Dated: November 20, 1996
METROPOLITAN ACQUISITION PARTNERS
IV, L.P.
By: Metro Shelter Directives, Inc.
General Partner
By: /s/ Andrew L. Farkas
____________________
Andrew L. Farkas
President
METRO SHELTER DIRECTIVES, INC.
By: /s/ Andrew L. Farkas
____________________
Andrew L. Farkas
President
/s/ Andrew L. Farkas
____________________
Andrew L. Farkas
/s/ Robin L. Farkas
___________________
Robin L. Farkas
R.A.F. RESOURCES
By: /s/ Andrew L. Farkas
____________________
Andrew L. Farkas
General Partner
EXHIBIT INDEX
Exhibit Description
_______ ___________
12. Stockholders Agreement, dated as of May
27, 1992, by and between Metropolitan
Acquisition Partners IV, L.P., Metropol-
itan Acquisition Partners V, L.P., IFG
Limited Liability Company, and Andrew L.
Farkas
13. Registration Rights Agreement, dated as of
May 27, 1992, by and among Insignia Financial
Group, Inc. and IFG Limited Liability Company
15. Letter Agreement, dated as of May 27, 1992,
between Insignia Financial Group, Inc. and IFG
Limited Liability Company.
(i) Form of Proxy granted by distributees to
the Partnership, and a schedule of substantially
identical proxies.
(j) Assignment and Consent Agreement dated as of
December 15, 1995 by and among Metropolitan
Acquisition Partners IV, L.P., Metropolitan
Acquisition Partners V, L.P., Andrew L. Farkas,
M-VI Limited Liability Company, Insignia
Financial Group, Inc., Charterhouse Equity
Partners, L.P., Northern & Midland Nominees
Limited and certain other parties thereto.
(k) Assignment and Consent Agreement dated as of
December 15, 1995 by and among Metropolitan
Acquisition Partners IV, L.P., Insignia
Financial Group, Inc., Andrew L. Farkas,
Charterhouse Equity Partners, L.P., Northern
& Midland Nominees Limited and M-VI Limited
Liability Company.
EXHIBIT 12
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of May 27, 1992, by
and among Metropolitan Acquisition Partners IV, L.P., a Delaware
limited partnership ("MAP IV"), Metropolitan Acquisition Partners
V, L.P., a Delaware limited partnership ("MAP V"), Andrew L.
Farkas ("Farkas"), IFG Limited Liability Company, a Wyoming
limited liability company ("Purchaser"), and Insignia Financial
Group, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, MAP IV owns 7,500,000 shares of the Company's
Class A Common Stock, par value $0.01 per share (the "Class A
Common Stock"), 979 shares of the Company's Series A Preferred
Stock, par value $0.01 per share (the "Series A Preferred
Stock"), and an option to acquire an additional 1,650 shares of
Series A Preferred Stock; and
WHEREAS, MAP V owns 2,941,850 shares of Class A Common
Stock, 386 shares of the Series A Preferred Stock, an option to
acquire an additional 6,558,150 shares of Class A Common Stock at
$1.00 per share (which option is being (i) assigned to Purchaser
concurrently with the execution of this Agreement with respect to
800,000 shares of Class A Common Stock, (ii) retained by MAP V
with respect to up to 656,211 shares of Class A Common Stock, and
(iii) terminated concurrently with the execution of this
Agreement with respect to the remaining unexercised shares of
Class A Common Stock subject to such option) and an option to
acquire an additional 864 shares of Series A Preferred Stock at
$800 per share (which option is being (i) assigned to Purchaser
with respect to 93 shares of Series A Preferred Stock, (ii)
retained by MAP V with respect to up to 86 shares of Series A
Preferred Stock, and (iii) terminated concurrently with the
execution of this Agreement with respect to the remaining
unexercised Series A Preferred Stock subject to such option); and
WHEREAS, Farkas wholly owns each of the sole general
partners of MAP IV and MAP V, respectively, and therefore
Controls (as such term is hereinafter defined) MAP IV and MAP V,
respectively, and may be deemed to be the beneficial owner of all
shares of Class A Common Stock and Series A Preferred Stock held
by MAP IV and MAP V within the meaning of Rule 13d-3 of the
Securities Exchange Act (as such term is hereinafter defined);
and
WHEREAS, the Company, MAP IV and Purchaser are parties
to a Securities Purchase Agreement, dated as of the date hereof
(the "Purchase Agreement"), pursuant to which (i) the Company
agreed, among other things, to issue and sell to Purchaser, and
Purchaser has agreed to purchase from Company, 4,182,748 shares
of Class A Common Stock, and (ii) MAP IV agreed, among other
things, to sell to Purchaser, and Purchaser has agreed to
purchase from Company, 486 shares of Series A Preferred Stock;
and
WHEREAS, the Company, MAP IV, MAP V, Farkas and
Purchaser desire to enter into this Stockholders Agreement for
the purpose of regulating certain aspects of the relationship of
MAP IV, MAP V, Farkas and Purchaser as stockholders of the
Company; and
WHEREAS, it is in the best interests of the Company and
such stockholders that such aspects of their relationship be so
regulated; and
WHEREAS, this Stockholders Agreement shall become
effective upon the consummation of the transactions contemplated
by the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants and agreements contained herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
Section I. DEFINITIONS. Unless otherwise defined herein, terms
defined in the Purchase Agreement are used herein as therein
defined, and the following shall have (unless otherwise provided
elsewhere in this Stockholders Agreement) the following
respective meanings (such meanings being equally applicable to
both the singular and plural form of the terms defined).
"Agreement" means this Stockholders Agreement,
including all amendments, modifications and supplements and any
exhibits or schedules to any of the foregoing, and shall refer to
the Agreement as the same may be in effect at the time such
reference becomes operative.
"Commission" means the Securities and Exchange
Commission or any similar federal agency then having jurisdiction
to enforce the Securities Act and other federal securities laws.
"Controls" including, with correlative meanings, the
terms "controlled by" and "under common control with," means, as
to any Person, the possession, directly or indirectly, of the
power to direct or cause the direction of the management and
policies of such Persons, whether through the ownership of voting
securities or by contract or otherwise.
"Holders" means MAP IV, MAP V, Farkas, and Purchaser
and the Persons who are Permitted Transferees of any of them, and
any combination of them, and the term "Holder" shall mean any
such Person.
"Other Holders" means MAP IV, MAP V, and Farkas, and
the Persons who are Permitted Transferees of any of them (other
than Purchaser), and any combination of them, and the term "Other
Holder" shall mean any such Person.
"Permitted Transferees" means any of the Holders.
"Securities Exchange Act" means the Securities Exchange
Act of 1934, as amended, or any successor federal statute, and
the rules and regulations of the Commission thereunder, all as
the same shall be in effect from time to time.
"Voting Stock" means capital stock of any class or
classes of the Company, including, without limitation, the Class
A Common Stock, the holders of which are entitled to participate
generally in the election of the members of the Company's board
of directors and any securities of the Company convertible into,
or exercisable or exchangeable for, any such capital stock of the
Company; provided, however, that "Voting Stock" shall not include
any such capital stock or securities of the Company to the extent
that (i) such capital stock or securities shall have been
registered under the Securities Act, if the registration
statement with respect to the sale of such capital stock or
securities shall have become effective under the Securities Act
and such capital stock or securities shall have been disposed of
pursuant to such effective registration statement, (ii) such
capital stock or securities shall have been distributed pursuant
to Rule 144 (or any similar provision then in force) under the
Securities Act, (iii) such capital stock and securities shall
have been otherwise transferred, new certificates or other
evidences of ownership for them not bearing any legend
restricting further transfer and not subject to any stop transfer
order or other restrictions on transfer shall have been delivered
by the Company and subsequent disposition of such securities
shall not require registration or qualification of such
securities under the Securities Act or any state securities laws
then in force or (iv) such capital stock or securities shall have
ceased to be outstanding.
Section II. CERTIFICATE OF INCORPORATION; BY-LAWS; DIRECTORS.
A. The Company has previously furnished to the
Holders copies of the Certificate of Incorporation and By-laws
(collectively, the "Charter Documents"). From and after the date
hereof, each Holder shall vote all shares of Voting Stock
(including any shares of Voting Stock hereafter acquired, owned
or controlled by such holder), at any regular or special meeting
of stockholders of the Company or in any written consent executed
in lieu of such meeting of stockholders, and shall take all
actions necessary, to ensure that the Charter Documents do not,
at any time, conflict with the provisions of this Agreement.
B. From and after the date hereof, (i) upon the
written request of Purchaser to the Company (the "Appointment
Request"), the Holders shall vote their shares of Voting Stock
(including any shares of Voting Stock hereafter acquired), at any
regular or special meeting of the stockholders of the Company
called for the purpose of filling positions on the Board of
Directors of the Company, or in any written consent executed in
lieu of such a meeting of stockholders, and shall take all
actions necessary, to ensure the election to the Board of
Directors of the Company of one (1) individual selected by
Purchaser (the "Purchaser Nominee"); provided, however, that from
and after the date on which the Other Holders Control less than
50.1% of the Voting Stock, upon the written request of Purchaser,
the Other Holders shall be required to vote their shares of
Voting Stock (including any shares of Voting Stock hereafter
acquired) and otherwise use their reasonable commercial best
efforts to cause the election of the Purchaser Nominee to the
Board of Directors of the Company and (ii) upon the written
request of Farkas to the Purchaser, the Purchaser shall vote its
shares of Voting Stock (including any shares of Voting Stock
hereafter acquired), at any regular or special meeting of the
stockholders of the Company called for the purpose of filling
positions on the Board of Directors of the Company, or in any
written consent executed in lieu of such a meeting of
stockholders in favor of the election to the Board of Directors
of the Company of (x) those individuals selected by Farkas and
(y) the Purchaser Nominee. The Purchaser Nominee shall be
reasonably acceptable to Farkas and it is understood and agreed
that any of Merril M. Halpern, Richard T. Henshaw, III and
Phyllis Haberman may be the Purchaser Nominee (collectively, the
"Acceptable Purchaser Nominees"). Promptly after the receipt by
the Company of any Appointment Request, the Company shall notify
each Other Holder of such request and take all actions necessary
to call a special meeting of the Board of Directors of the
Company for the purpose of electing the Purchaser Nominee to the
Board of Directors of the Company or, in lieu of such a meeting,
cause a written consent to be circulated to effect such election.
C. If, prior to his or her election to the Board of
Directors of the Company pursuant to Section 2(b) hereof, any
Purchaser Nominee shall be unable or unwilling to serve as a
director of the Company, Purchaser shall be entitled to nominate
a replacement who shall then be the Purchaser Nominee for
purposes of this Section 2. If, following election to the Board
of Directors of the Company pursuant to Section 2(b) hereof any
Purchaser Nominee shall resign or be removed or be unable to
serve for any reason prior to the expiration of his or her term
as a director of the Company, Purchaser may within 30 days of
such event, notify the Board of Directors of the Company in
writing of a replacement Purchaser Nominee, and the Holders shall
vote their shares of Voting Stock, at any regular or special
meeting called for the purpose of filling positions on the Board
of Directors of the Company, or in any written consent executed
in lieu of such a meeting of stockholders, and shall take all
action necessary, to ensure the election to the Board of
Directors of the Company of such replacement Purchaser Nominee to
fill the unexpired term of the prior Purchaser Nominee whom such
new Purchaser Nominee is replacing; provided, however, that from
and after the date on which the Other Holders Control less than
50.1% of the Voting Stock, the Other Holders shall be required to
vote their shares of Voting Stock (including any shares of Voting
Stock hereafter acquired) and otherwise use their reasonable
commercial best efforts to cause such replacement Purchaser
Nominee to fill the unexpired term of the prior Purchaser Nominee
whom such replacement Purchaser Nominee is replacing. Any
replacement Purchaser Nominee shall be reasonably acceptable to
Farkas and it is understood and agreed that any of the Acceptable
Purchaser Nominees may be the replacement Purchaser Nominee.
D. Each Holder hereby agrees to use such Holder's
best efforts to call, or cause the appropriate officers and
directors of the Company to call, a special or annual meeting of
stockholders of the Company and to vote all of the shares of
Voting Stock owned or controlled by such Holder for, or to take
all actions by written consent in lieu of any such meeting
necessary to cause, the removal (with or without cause) of any
Purchaser Nominee designated and elected pursuant to Section 2(b)
hereof if Purchaser shall have given written notice to each of
the Other Holders of its desire to have such Nominee removed.
E. Each Holder hereby agrees that (x) no Purchaser
Nominee shall be removed by any Holder without cause (except as
provided in Section 2(d) hereof) and (y) any director may be
removed for Cause (as such term is hereinafter defined) if the
holders of a majority of the outstanding shares of Voting Stock
held by Holders consent in writing to such removal. For the
purposes of this Section 2(e) only, "Cause" shall mean (i) the
commission by a director of an act of fraud or embezzlement
against the Company or any of its Subsidiaries, (ii) a conviction
for a felony or crime involving moral turpitude (or a plea of
nolo contendere thereto) or guilty plea of such director with
respect to a felony or crime involving moral turpitude or (iii)
the unauthorized disclosure by a director of any material
proprietary or confidential Company information to a third party
(it being understood and agreed that any such disclosure by the
Purchaser Nominee to any officer, director or affiliate (as such
terms are defined in the rules and regulations under the
Securities Exchange Act) of Purchaser or counsel to Purchaser
shall not constitute "Cause" under this Agreement, subject to any
such recipient similarly agreeing to keep such information
confidential; provided, however, that nothing in the foregoing
clause (iii) shall permit any disclosure of proprietary or
confidential Company information to any known competitor of the
Company.
F. In order to effectuate the provisions of this
Section 2, the Holders hereby agree that when any action or vote
is required to be taken by such Holders pursuant to this Agree-
ment, such Holders shall use their respective best efforts to
call, or cause the appropriate officers and directors of the
Company to call, a special or annual meeting of stockholders of
the Company, as the case may be, or execute or cause to be
executed a consent in writing in lieu of any such meetings
pursuant to Section 228(a) of the General Corporation Law of the
State of Delaware to effectuate such stockholder action.
G. The Company shall undertake to obtain, and
thereafter undertake to maintain in effect, directors' liability
insurance at a reasonable cost as determined in the reasonable
judgment of the Board of Directors of the Company. If, as and
when such insurance has been obtained, the Company promptly shall
provide to Purchaser a complete and accurate copy of the policy
and of any subsequent amendment or endorsement thereto.
H. Notwithstanding anything in this Section 2 to the
contrary, the Company shall not be required to (x) convene in any
calendar year at the request of Purchaser more than one (1)
special meeting of the stockholders of the Company, or, in the
alternative, (y) solicit in any calendar year more than one (1)
written consent in lieu of any such meeting to effectuate any of
the provisions contained in this Section 2.
Section III. TRANSFER OF VOTING STOCK; RIGHTS OF INCLUSION.
A. 1. None of the Holders or their respective
Permitted Transferees (in each case, the "Initiating Selling
Holder") shall, individually or collectively, in any one
transaction or any series of related transactions, directly or
indirectly, sell or otherwise dispose of (in a registered public
offering, private sale or otherwise) shares of Voting Stock
and/or Series A Preferred Stock to any Person or Persons other
than Permitted Transferees (individually a "Third Party" and
collectively, "Third Parties"), unless the terms and conditions
of such sale or other disposition to such Third Party shall
include an offer to each of the other Holders (in each case, the
"Offeree"), to include, at the option of each Offeree, in the
sale or other disposition to the Third Party the same percentage
of such Offeree's share of Voting Stock and/or Series A Preferred
Stock as the percentage of Voting Stock and/or Series A Preferred
Stock being sold by the Initiating Selling Holder(s); provided,
however, that the rights contained in this Section 3 shall not
apply to any Holder (the "Non-Participating Holder") in the case
of a proposed sale of shares of Voting Stock by one or more
Holders in a registered public offering where the Non-
Participating Holder possessed the right to similarly sell at
least a pro rata share of its Voting Stock in such public
offering but elected not to do so. If the Initiating Selling
Holder(s) receives a bona fide offer or offers to purchase or
otherwise acquire a number of shares of his or their Voting Stock
and/or Series A Preferred Stock from a Third Party, such
Holder(s) shall cause the Third Party's offer to be reduced to
writing (which writing shall include an offer to purchase or
otherwise acquire shares of Voting Stock and/or Series A
Preferred Stock from the applicable Offerees according to the
terms and conditions of this Section 3 and shall send written
notice of the Third Party's offer (the "Tag-Along Notice") to
each of the applicable Offerees in the manner set forth in
Section 7(c) hereof. The Tag-Along Notice shall be accompanied
by a true and correct copy of the Third Party's offer. At any
time within 7 Business Days after its receipt of the Tag-Along
Notice each of the Offerees may accept the offer included in the
Tag-Along Notice for up to such number of shares of Voting Stock
and/or Series A Preferred Stock as is determined in accordance
with the provisions of this Section 3(a)(i) by furnishing written
notice of such acceptance to the Initiating Selling Holder(s) and
delivering to the Initiating Selling Holder(s) promptly
thereafter the certificate or certificates representing the
shares of Voting Stock and/or Series A Preferred Stock to be sold
or otherwise disposed of pursuant to such offer by such Offeree,
together with a limited power-of-attorney authorizing the
Initiating Selling Holder(s) to sell or otherwise dispose of such
shares of Voting Stock and/or Series A Preferred Stock pursuant
to the terms of such Third Party's offer.
2. The purchase from the Offerees pursuant to this
Section 3 shall be on the same terms and conditions including the
per share price, payment terms and the date of sale or other
disposition, as are received by the Initiating Selling Holder(s)
and stated in the Tag-Along Notice provided to the Offerees by
the Initiating Selling Holder(s).
3. Promptly (but in no event later than two Business
Days) after the consummation of the sale or other disposition of
Voting Stock and/or Series A Preferred Stock of the Initiating
Selling Holder(s) and the Offerees to the Third Party pursuant to
the Third Party's offer, the Initiating Selling Holder(s) shall
notify the Offerees thereof, shall remit to each of the Offerees
the total sales price of the shares of Voting Stock and/or Series
A Preferred Stock of such Offeree sold or otherwise disposed of
pursuant thereto (less such Offeree's pro rata share of the
reasonable out-of-pocket expenses incurred by the Initiating
Selling Holder(s) in connection with the Third Party Offer,
including the fees and expenses of counsel to such Initiating
Selling Holder(s)), and shall furnish such other evidence of the
completion and time of completion of such sale or other
disposition and the terms thereof as may be reasonably requested
by the Offerees.
4. If within 7 Business Days after the receipt of the
Tag-Along Notice, any Offeree has not accepted the offer
contained in the Tag-Along Notice, such Offeree will be deemed to
have waived any and all of its rights with respect to the sale or
other disposition of Voting Stock described in the Tag-Along
Notice and the Initiating Selling Holder(s) shall have 120 days
thereafter in which to sell or otherwise dispose of not more than
the amount of Voting Stock and/or Series A Preferred Stock
described in the Tag-Along Notice, on terms not more favorable to
the Initiating Selling Holder(s) than were set forth in the Tag-
Along Notice. If, at the end of such 120 day period, the
Initiating Selling Holder(s) has not completed the sale or other
disposition of Voting Stock and/or Series A Preferred Stock of
the Initiating Selling Holder(s) and any Offeree in accordance
with the terms of the Third Party's offer, the Initiating Selling
Holder(s) shall return to such Offeree all certificates
representing shares of Voting Stock and/or Series A Preferred
Stock which such Offeree delivered for sale or other disposition
pursuant to this Section 3, and all the restrictions on sale or
other disposition contained in this Agreement with respect to
Voting Stock and/or Series A Preferred Stock owned by the
Initiating Selling Holder(s) shall again be in effect.
B. None of the Holders may do indirectly, through the
sale of his or its general and/or limited partnership interests
or otherwise, that which is not permitted by this Section.
Notwithstanding anything in this Section 3(b) to the contrary,
nothing herein shall be deemed to prohibit or restrict any
transfer by (i) any limited partner of MAP IV or MAP V of its
limited partnership interests in MAP IV or MAP V, as the case may
be (including, without limitation, Farkas or his Affiliates) or
(ii) Farkas of his general partnership interests in MAP IV or MAP
V; provided, however, that in the event of any transfer, directly
or indirectly, by Farkas as permitted by the foregoing clause
(ii) (a "Farkas Transfer Event"), the Purchaser shall be entitled
to require the Company to register its shares of Voting Stock in
accordance with the terms of the Registration Rights Agreement.
Section V. PREEMPTIVE RIGHTS. Except with respect to any Voting
Stock to be issued (i) pursuant to a Registration Statement on
Form S-4 or S-8 or any successor form for securities to be
offered in a transaction of the type referred to in Rule 145
under the Securities Act, (ii) to employees of the Company (other
than Farkas) pursuant to any employee benefit plans (provided,
however, that the foregoing inclusion of Voting Stock to be
issued to Farkas pursuant to any employee benefit plan shall not
apply to any such issuance which has been approved by at least
two of the following three Persons: (A) a majority in interest
of the limited partners of MAP IV (other than Farkas), (B) a
majority in interest of the limited Partners of MAP V (other than
Farkas) or (C) Purchaser), (iii) to holders of Class B Common
Stock upon the conversion thereof in accordance with the
Certificate of Incorporation, (iv) pursuant to the proposed
transfer of assets to the Company by any Person other than an
Affiliate, (v) pursuant to the Common Option, the IFG Common
Option, the Preferred Option and the IFG Preferred Option, (vi)
pursuant to any warrants, options or stock given to any third
party in connection with any financing or acquisition by the
Company, its Subsidiaries, MAE or any of its Subsidiaries or
(vii) pursuant to the proposed sale of Voting Stock in connection
with an underwritten public offering pursuant to a Registration
Statement (other than a Registration Statement on Form S-4 or S-8
or any successor or similar forms) filed under the Securities Act
and in compliance with all applicable state securities laws
(provided, however, that the foregoing clause (vii) shall not
apply in any case where any other stockholder of the Company is
granted a preferential right to purchase any shares of Voting
Stock in any such public offering), the Company shall, 7 Business
Days prior to any issuance (whether or not for consideration) or
sale by the Company of any Voting Stock (or warrants or other
securities convertible into Voting Stock), notify Purchaser in
writing, which notice shall specify the kind and amount of Voting
Stock (or warrants or other securities convertible into Voting
Stock) that the Company proposes to issue and contain a
description of the terms of such issuance or sale (including the
issuance or sale price, if any), and shall offer to Purchaser the
opportunity to acquire on the same terms and conditions set forth
in the notice, such number of shares of Voting Stock (or warrants
or other securities convertible into Voting Stock) as shall allow
Purchaser, immediately following the issuance or sale of all such
Voting Stock (or warrants or other securities convertible into
Voting Stock), to remain the owner, in the aggregate, of its
Proportionate Equity Interest (as hereinafter defined). For
purposes hereof, "Proportionate Equity Interest" with respect to
Purchaser shall mean the percentage of issued and outstanding
shares of Voting Stock owned by Purchaser immediately prior to
each such issuance or sale by the Company of shares of Voting
Stock (or warrants or other securities convertible into Voting
Stock).
Section VI. PURCHASER VOTING STOCK. Until the earlier of (x)
December 1, 1994, (y) the first sale of Voting Stock in
connection with an underwritten public offering pursuant to a
Registration Statement (other than a Registration Statement on
Form S-4 or S-8 or any successor or similar forms) filed under
the Securities Act and in compliance with all applicable state
securities laws or (z) a Farkas Transfer Event, Purchaser shall
(a) vote its shares of Voting Stock (including any shares of
Voting Stock hereafter acquired), at any regular or special
meeting of the stockholders of the Company called for any
purpose, or in any written consent executed in lieu of such a
meeting of stockholders, as directed by Farkas and (b) not make
any Disposition (as such term is hereinafter defined) of its
shares of Voting Stock (including any shares of Voting Stock
hereafter acquired) to any Person not reasonably acceptable to
Farkas. Notwithstanding anything in the immediately preceding
sentence to the contrary, nothing in this Section 5 shall be
deemed to grant to, or otherwise permit, Farkas to do any of the
following on behalf of Purchaser: (i) (A) make any determination
or recommendation with respect to, (B) vote upon, consent to, or
approve, or (C) prevent, hinder, delay or veto, any sale,
transfer, conveyance or other disposition (collectively, a
"Disposition") of Purchaser's Voting Stock to any Affiliate of
Purchaser at the fair market value thereof; (ii) make any
determination or recommendation with respect to any election to
be made by Purchaser in accordance with the terms of the
Registration Rights Agreement; (iii) make any determination or
recommendation with respect to any election to be made by
Purchaser in accordance with the terms of Section 3 hereof; or
(iv) (A) make any determination or recommendation with respect to
or (B) vote upon, consent to or approve, any amendment,
modification, supplement or other alteration to the Charter
Documents or any of the Operative Documents which would,
individually or in the aggregate, have a material adverse effect
on the Securities.
Section VI. LEGEND. Each of the Holders agrees that
substantially the following legend shall be placed on the
certificates representing any shares of Voting Stock or Preferred
Stock owned by them:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO THE RIGHTS AND RESTRICTIONS CONTAINED IN A
STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS
AGREEMENT, EACH DATED AS OF MAY 27, 1992 (A COPY OF
WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER
HEREOF)."
Section VII. SPECIFIC PERFORMANCE. Each of the Holders
acknowledges and agrees that in the event of any breach of this
Agreement, the non-breaching party or parties would be
irreparably harmed and could not be made whole by monetary
damages. It is accordingly agreed that the Holders shall waive
the defense in any action for specific performance that a remedy
at law would be adequate and that the Holders, in addition to any
other remedy to which they may be entitled at law or in equity,
shall be entitled to compel specific performance of this
Agreement.
Section VIII. MISCELLANEOUS.
A. Headings. The headings in this Agreement are for
convenience of reference only and shall not control or affect the
meaning or construction of any provisions hereof.
B. Entire Agreement. This Agreement, together with
the Purchase Agreement and the Registration Rights Agreement
referred to herein, constitute the entire agreement and
understanding of the parties hereto in respect of the subject
matter contained herein and therein, and there are no
restrictions, promises, representations, warranties, covenants,
or undertakings with respect to the subject matter hereof, other
than those expressly set forth or referred to herein or therein.
This Agreement, the Purchase Agreement and the Registration
Rights Agreement supersede all prior agreements and
understandings between the parties hereto with respect to the
subject matter hereof. Notwithstanding anything herein to the
contrary, this Agreement shall not become effective until the
consummation of the transactions contemplated by the Purchase
Agreement.
C. Notices. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder
to be made pursuant to the provisions of this Agreement shall be
sufficiently given or made if in writing and either delivered in
person with receipt acknowledged or sent by registered or
certified mail, return receipt requested, postage prepaid,
addressed as follows:
(i) If to the Company at:
Insignia Financial Group, Inc.
One Shelter Place, P.O. Box 1089
Greenville, South Carolina 29602
Attention: President
with a copy to:
Shea & Gould
1251 Avenue of the Americas
New York, New York 10020-1193
Attention: Arnold S. Jacobs, Esq.;
(ii) If to MAP IV, MAP V or Farkas at:
c/o Insignia Financial Group, Inc.
One Shelter Place, P.O. Box 1089
Greenville, South Carolina 29602
Attention: President
with a copy to:
Shea & Gould
1251 Avenue of the Americas
New York, New York 10020-1193
Attention: Arnold S. Jacobs, Esq.;
(iii) If to Purchaser at:
IFG Limited Liability Company
c/o Charterhouse Group International, Inc.
535 Madison Avenue
New York, New York 10022
Attention: Richard T. Henshaw, III
Senior Vice President
with a copy to:
Proskauer Rose Goetz & Mendelsohn
1585 Broadway
New York, New York 10036
Attention: Jonathan I. Shor, Esq.
or at such other address as may be substituted by notice given as
herein provided. The giving of any notice required hereunder may
be waived in writing by the party entitled to receive such
notice. Every notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder shall be
deemed to have been duly given or served on the date on which
personally delivered, with receipt acknowledged, or three (3)
Business Days after the same shall have been deposited in the
United States mail.
D. Applicable Law. The laws of the State of Delaware
shall govern the interpretation, validity and performance of the
terms of this Agreement, regardless of the law that might be
applied under applicable principles of conflicts of laws.
E. Severability. The invalidity or unenforceability
of any provision of this Agreement in any jurisdiction shall not
affect the validity, legality or enforceability of the remainder
of this Agreement in such jurisdiction or the validity, legality
or enforceability of this Agreement, including any provision, in
any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.
F. Agreement to be Bound. Notwithstanding anything
to the contrary contained in this Agreement, no shares of Voting
Stock held by any Holder may be sold, transferred or otherwise
disposed of to any Permitted Transferee or other Person, unless
such Permitted Transferee or other Person, prior to such sale,
transfer or other disposition, agrees in writing, in form and
substance reasonably satisfactory to the Company, to be bound by
the terms of this Agreement to the same extent and in the same
manner as the transferor of such shares, a copy of which writing
shall be maintained on file with the Secretary of the Company and
shall include the address of such Permitted Transferee or other
Person to which notices hereunder shall be sent.
G. Successor, Assigns, Transferees. The provisions
of this Agreement shall be binding upon and accrue to the benefit
of the parties hereto and their respective heirs, successors and
permitted assigns.
H. Amendments; Waivers. This Agreement may not be
amended, modified or supplemented and no waivers of or consents
to departures from the provisions hereof may be given unless
consented to in writing by the Company and the Holders.
I. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same
Agreement.
J. Consent to Jurisdiction. Each of the Holders
hereby irrevocably submit to the jurisdiction of any federal or
state court sitting in the State of New York in any action or
proceeding arising out of or relating to this Agreement, and each
of the Holders hereby irrevocably agrees that all claims in
respect of such action or proceeding may be heard and determined
in such federal or state court. Each of the Holders hereby
irrevocably waives, to the fullest extent it may effectively do
so, the defense of an inconvenient forum to the maintenance of
such action or proceeding. Each of the Other Holders hereby
irrevocably appoint Shea & Gould (the "Other Holders' Process
Agent"), with an office on the date hereof at 1251 Avenue of the
Americas, New York, New York 10020-1193, as its agent to receive
on its behalf and its property service of copies of the summons
and complaint and any other process which may be served in any
such action or proceeding. Such service may be made by mailing
or delivering a copy of such process to any Other Holder, in care
of the Other Holders' Process Agent at the Other Holders' Process
Agent's above address, and each of the Other Holders hereby
irrevocably authorizes and directs the Other Holders' Process
Agent to accept such service on its behalf. Purchaser hereby
irrevocably appoints Proskauer Rose Goetz & Mendelsohn (the
"Purchaser Process Agent"), with an office on the date hereof at
1585 Broadway, New York, New York 10036, as its agent to receive
on its behalf and its property service of copies of the summons
and complaint and any other process which may be served in any
such action or proceeding. Such service may be made by mailing
or delivering a copy of such process to the Purchaser in care of
the Purchaser Process Agent at the Purchaser Process Agent's
above address, and Purchaser hereby irrevocably directs the
Purchaser Process Agent to accept such service on its behalf. As
an alternative method of service, each of the Holders also
irrevocably consents to the service of any and all process in any
such action or proceeding by the mailing of copies of such
process to it at its address specified in Section 8(c) hereof.
Each of the Holders agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other
manner provided by law.
K. Term of Agreement. This Agreement shall terminate
ten years from the date first mentioned above unless earlier
terminated by written consent in accordance with Section 8(h)
hereof or extended by written consent in accordance with Section
8(h) hereof.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
METROPOLITAN ACQUISITION
PARTNERS IV, L.P.
By: Metro Shelter Directives,
Inc., its general partner
By: /s/ Andrew L. Farkas
____________________
Name: Andrew L. Farkas
Title: President
METROPOLITAN ACQUISITION
PARTNERS V, L.P.
By: M V, Inc., its general partner
By: /s/ Andrew L. Farkas
____________________
Name: Andrew L. Farkas
Title: Chairman
/s/ Andrew L. Farkas
____________________
Andrew L. Farkas
IFG LIMITED LIABILITY COMPANY, a
Wyoming limited liability company
By: /s/ Richard T. Henshaw, III
___________________________
Name: Richard T. Henshaw, III
Title: Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Andrew L. Farkas
____________________
Name: Andrew L. Farkas
Title: Chairman and Chief
Executive Officer
EXHIBIT 13
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated as of May 27,
1992, between Insignia Financial Group, Inc., a Delaware
corporation ("Company"), and IFG Limited Liability Company, a
Wyoming limited liability company ("Purchaser").
W I T N E S S E T H:
WHEREAS, Company, Purchaser and Metropolitan
Acquisition Partners IV, L.P., a Delaware limited partnership
("MAP IV"), have entered into a Securities Purchase Agreement
(the "Purchase Agreement"), dated as of the date hereof, pursuant
to which Company has agreed, among other things, to issue and
sell to Purchaser, and Purchaser has agreed to purchase from
Company, 4,182,748 shares of the Company's Class A Common Stock,
par value $.01 per share (the "Class A Common Stock"); and
WHEREAS, Company, Purchaser, MAP IV and Metropolitan
Acquisition Partners V, L.P., a Delaware limited partnership
("MAP V"), have entered into an Option Assignment Agreement (the
"Option Assignment Agreement"), dated as of the date hereof,
pursuant to which MAP V has assigned to Purchaser, among other
things, the right to acquire from the Company up to an additional
800,000 shares of Class A Common Stock; and
WHEREAS, in order to induce Purchaser to enter into the
Purchase Agreement (and to purchase such shares of Class A Common
Stock) and the Common Option Agreement, Company has agreed to
provide certain registration rights with respect thereto;
NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants and agreements contained herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is agreed as follows:
1. Definitions. Unless otherwise defined herein,
terms defined in the Purchase Agreement are used herein as
therein defined, and the following shall have (unless otherwise
provided elsewhere in this Registration Rights Agreement) the
following respective meanings (such meanings being equally
applicable to both the singular and plural form of the terms
defined):
"Agreement" shall mean this Registration Rights
Agreement, including all amendments, modifications and
supplements and any exhibits or schedules to any of the
foregoing, and shall refer to the Agreement as the same may be in
effect at the time such reference becomes operative.
"Farkas Transfer Event" shall mean any transfer by
Andrew L. Farkas permitted or contemplated by the last sentence
of Section 3(b) of the Stockholders Agreement.
"NASD" shall mean the National Association of
Securities Dealers, Inc., or any successor corporation thereto.
"Registrable Securities" shall mean, collectively, (i)
the shares of Class A Common Stock issued and sold to the
Purchaser pursuant to the Purchase Agreement, (ii) any shares of
Class A Common Stock issued and sold to the Purchaser pursuant to
the Option Assignment Agreement, (iii) any shares of Class A
Common Stock hereafter acquired by Purchaser by means of
exercising its preemptive rights in accordance with Section 4 of
the Stockholders Agreement, (iv) any shares of Class A Common
Stock hereafter distributed to Purchaser by the Company as a
stock dividend or otherwise and (v) any equity securities of the
Company convertible into, or exercisable or exchangeable for, any
such shares of Class A Common Stock referred to in the foregoing
clauses (i) through (iv); provided, however, that any such
securities shall cease to be Registrable Securities when (i) such
securities shall have been registered under the Securities Act,
the registration statement with respect to the sale of such
securities shall have become effective under the Securities Act
and such securities shall have been disposed of pursuant to such
effective registration statement, (ii) such securities shall have
been otherwise transferred, if new certificates or other
evidences of ownership for them not bearing a legend restricting
further transfer and not subject to any stop transfer order or
other restrictions on transfer shall have been delivered by the
Company and subsequent disposition of such securities shall not
require registration or qualification of such securities under
the Securities Act or any state securities law then in force or
(iii) such securities shall cease to be outstanding.
"Voting Stock" shall have the meaning ascribed thereto
in the Stockholders Agreement.
2. Required Registration. From and after the
occurrence of a Farkas Transfer Event, after receipt of a written
request from the holders of Registrable Securities representing
at least an aggregate of 50% of the total of all Registrable
Securities then outstanding, requesting that Company effect the
registration of Registrable Securities under the Securities Act
and specifying the intended method or methods of disposition
thereof, Company shall promptly notify all holders of Registrable
Securities in writing of the receipt of such request and each
such holder, in lieu of exercising its rights under Section 3,
may elect (by written notice sent to Company within ten days from
the date of such holder's receipt of the aforementioned Company's
notice) to have Registrable Securities included in such
registration thereof pursuant to this Section 2. Thereupon
Company shall, as expeditiously as is possible, use its best
efforts to effect the registration under the Securities Act of
all shares of Registrable Securities which Company has been so
requested to register by such holders for sale, all to the extent
required to permit the disposition (in accordance with the
intended method or methods thereof, as aforesaid) of the
Registrable Securities so registered; provided, however, that
Company shall not be required to effect more than one (1)
registration of any Registrable Securities pursuant to this
Section 2.
3. Incidental Registration. If Company at any time
proposes to file on its behalf and/or on behalf of any of its
security holders ("the registering security holders") a
Registration Statement under the Securities Act on any form
(other than a Registration Statement on Form S-4 or S-8 or any
successor form for securities to be offered in a transaction of
the type referred to in Rule 145 under the Securities Act or to
employees of Company pursuant to any employee benefit plan,
respectively) for the general registration of securities to be
sold for cash with respect to its Common Stock or any other class
of equity security (as defined in Section 3(a)(11) of the
Securities Exchange Act) of Company, it will give written notice
to all holders of Registrable Securities at least 60 days before
the initial filing with the Commission of such Registration
Statement, which notice shall set forth the intended method of
disposition of the securities proposed to be registered by
Company. The notice shall offer to include in such filing the
aggregate number of shares of Registrable Securities as such
holders may request.
Each holder of any such Registrable Securities desiring
to have Registrable Securities registered under this Section 3
shall advise Company in writing within 10 days after the date of
receipt of such offer from Company, setting forth the amount of
such Registrable Securities for which registration is requested.
Company shall thereupon include in such filing the number of
shares of Registrable Securities for which registration is so
requested, subject to the next sentence, and shall use its best
efforts to effect registration under the Securities Act of such
shares. If the managing underwriter of a proposed public
offering shall advise Company in writing that, in its opinion,
the distribution of the Registrable Securities requested to be
included in the registration concurrently with the securities
being registered by Company or such registering security holder
would materially and adversely affect the distribution of such
securities by Company or such registering security holder, then
all selling security holders (other than any holders of
Registrable Securities who initially requested the registration
of their securities pursuant to Section 2 hereof) shall reduce
the amount of securities each intended to distribute through such
offering on a pro rata basis (such event is hereinafter referred
to as a "Reduction Event"). If a Reduction Event occurs, the
Company shall use its best efforts to effect the registration
under the Securities Act of all securities which were not
registered as a result of such Reduction Event as soon as
practicable. Except as otherwise provided in Section 5, all
expenses of such registration shall be borne by Company.
Notwithstanding anything in this Section 3 to the
contrary, the Company shall not be required to include any shares
of Registrable Securities in connection with its initial
underwritten public offering of Voting Stock pursuant to a
Registration Statement (other than a Registration Statement on
Form S-4 or S-8 or any successor form for securities to be
offered in a transaction of the type referred to in Rule 145
under the Securities act or to employees of the Company pursuant
to any employee benefit plan, respectively) filed under the
Securities Act and in compliance with all applicable state
securities laws; provided, however, that the foregoing shall not
apply if the shares of any other stockholder of the Company are
proposed to be sold pursuant to such public offering.
4. Registration Procedures. If Company is required
by the provisions of Section 2 or 3 to use its best efforts to
effect the registration of any of its securities under the
Securities Act, Company will, as expeditiously as possible:
(a) prepare and file with the Commission a
Registration Statement with respect to such securities and use
its best efforts to cause such Registration Statement to become
and remain effective for a period of time required for the
disposition of such securities by the holders thereof, but not to
exceed 180 days;
(b) prepare and file with the Commission such
amendments and supplements to such Registration Statement and the
prospectus used in connection therewith as may be necessary to
keep such Registration Statement effective and to comply with the
provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such Registration
Statement until the earlier of such time as all of such
securities have been disposed of in a public offering or the
expiration of 180 days;
(c) furnish to such selling security holders such
number of copies of a summary prospectus or other prospectus,
including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents, as
such selling security holders may reasonably request;
(d) use its best efforts to register or qualify
the securities covered by such Registration Statement under such
other securities or blue sky laws of such jurisdictions within
the United States and Puerto Rico as each holder of such
securities shall request (provided, however, that Company shall
not be obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it is not
then qualified or to file any general consent to service of
process), and do such other reasonable acts and things as may be
required of it to enable such holder to consummate the
disposition in such jurisdiction of the securities covered by
such Registration Statement;
(e) furnish, in connection with any registration
of Registrable Securities pursuant to Section 2, on the date that
such shares of Registrable Securities are delivered to the
underwriters for sale pursuant to such registration or, if such
Registrable Securities are not being sold through underwriters,
on the date that the Registration Statement with respect to such
shares of Registrable Securities becomes effective, (1) an
opinion, dated such date, of the independent counsel representing
Company for the purposes of such registration, addressed to the
underwriters, if any, and if such Registrable Securities are not
being sold through underwriters, then to the holders making such
request, in customary form and covering matters of the type
customarily covered in such legal opinions; and (2) a comfort
letter dated such date, from the independent certified public
accountants of Company, addressed to the underwriters, if any,
and if such Registrable Securities are not being sold through
underwriters, then to the holder(s) of Registrable Securities
being registered pursuant to Section 2 and, if such accountants
refuse to deliver such letter to such holder(s), then to Company
in a customary form and covering matters of the type customarily
covered by such comfort letters and as the underwriters or such
holder(s) shall reasonably request. Such opinion of counsel
shall additionally cover such other legal matters with respect to
the registration in respect of which such opinion is being given
as such holder(s) of Registrable Securities may reasonably
request consistent with opinions customarily provided in similar
transactions. Such letter from the independent certified public
accountants shall additionally cover such other financial matters
(including information as to the period ending not more than 5
business days prior to the date of such letter) with respect to
the registration in respect of which such letter is being given
as the holders holding a majority of the Registrable Securities
being so registered may reasonably request consistent with
comfort letters customarily provided in similar transactions;
(f) enter into customary agreement (including an
underwriting agreement in customary form) and take such other
actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities; and
(g) otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably
practicable, but not later than 18 months after the effective
date of the Registration Statement, an earnings statement
covering the period of at least 12 months beginning with the
first full month after the effective date of such Registration
Statement, which earnings statements shall satisfy the provisions
of Section 11(a) of the Securities Act.
It shall be a condition precedent to the obligation of
Company to take any action pursuant to this Agreement in respect
of the securities which are to be registered at the request of
any holder of Registrable Securities that such holder shall
furnish to Company such information regarding the securities held
by such holder and the intended method of disposition thereof as
Company shall reasonably request and as shall be required under
the Securities Act in connection with the action taken by
Company.
5. Expenses. All expenses incurred in complying with
this Agreement, including, without limitation, all registration
and filing fees (including all expenses incident to filing with
the NASD), printing expenses, fees and disbursements of counsel
for Company, expenses of any special audits incident to or
required by any such registration and expenses of complying with
the securities or blue sky laws of any jurisdictions pursuant to
Section 4(d), shall be paid by Company, except that
(a) all such expenses in connection with any
amendment or supplement to the Registration Statement or
prospectus filed more than 120 days after the effective date of
such Registration Statement because any holder of Registrable
Securities has not effected the disposition of the securities
requested to be registered shall be paid by such holder;
(b) Company shall not be liable for any fees,
discounts or commissions to any underwriter in respect of the
securities sold by such holder of Registrable Securities; and
(c) Company shall not be liable for any fees or
expenses of counsel to selling security holders (other than one
(1) counsel for the selling security holders as a group who
request registration of their securities pursuant to Section 2
hereof).
1. Indemnification and Contribution. (a) In the
event of any registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, Company shall
indemnify and hold harmless the holder of such Registrable
Securities, such holder's directors and officers, and each other
Person (including each underwriter) who participated in the
offering of such Registrable Securities and each other Person, if
any, who controls such holder or such participating Person within
the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which such holder or
any such director or officer or participating Person or
controlling Person may become subject under the Securities Act or
any other statute or at common law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any alleged untrue statement
of any material fact contained, on the effective date thereof, in
any Registration Statement under which such securities were
registered under the Securities Act, any preliminary prospectus
or final prospectus contained therein, or any amendment or
supplement thereto, or (ii) any alleged omission to state therein
a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse
such holder or such director, officer or participating Person or
controlling Person for any legal or any other expenses reasonably
incurred by such holder or such director, officer or
participating Person or controlling Person in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that Company shall not be
liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any alleged
untrue statement or alleged omission made in such Registration
Statement, preliminary prospectus, prospectus or amendment or
supplement in reliance upon and in conformity with written
information furnished to Company by such holder specifically for
use therein. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of
such holder or such director, officer or participating Person or
controlling Person, and shall survive the transfer of such
securities by such holder.
(b) Each holder of any Registrable Securities, by
acceptance thereof, agrees to indemnify and hold harmless
Company, its directors and officers and each other Person, if
any, who controls Company within the meaning of the Securities
Act against any losses, claims, damages or liabilities, joint or
several, to which Company or any such director or officer or any
such Person may become subject under the Securities Act or any
other statute or at common law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of or are based upon information in writing provided to Company
by such holder of such Registrable Securities specifically for
use in the following documents and contained, on the effective
date thereof, in any Registration Statement under which
securities were registered under the Securities Act at the
request of such holder, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement
thereto.
(c) If the indemnification provided for in this
Section 6 from the indemnifying party is unavailable to an
indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted
in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or indemnified
parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.
The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall
be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(c) were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not also
guilty of such fraudulent misrepresentation.
7. Certain Limitations on Registration Rights.
Notwithstanding the other provisions of this Agreement, Company
shall not be obligated to register the Registrable Securities of
any holder if, in the opinion of Shea & Gould or such other
counsel to Company reasonably satisfactory to the holder and its
counsel (or, if the holder has engaged an investment banking
firm, to such investment banking firm and its counsel), the sale
or other disposition of such holder's Registrable Securities, in
the manner proposed by such holder (or by such investment banking
firm), may be effected without registering such Registrable
Securities under the Securities Act.
8. Miscellaneous.
(a) No Inconsistent Agreements. Company will not
hereafter enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the holders of
Registrable Securities in this Agreement. It is understood and
agreed that the Company shall not enter into any agreement
pursuant to which any holder of Voting Stock is given the right
to require that such holder's shares of Voting Stock be
registered under the Securities Act unless Purchaser is afforded
the right to make at least one similar demand on the Company;
provided, however, that the Company may request that Purchaser
waive the foregoing requirement if requested by the Company in
order to facilitate any other agreement entered into by the
Company in good faith to enhance the prospects of the Company and
its stockholders and Purchaser agrees not to unreasonably refuse
to grant such waiver. Except as set forth on Schedule I hereto,
Company has not previously entered into any agreement with
respect to any of its securities granting any registration rights
to any Person.
(b) Remedies. Each holder of Registrable
Securities, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Agreement.
Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at
law would be adequate. In any action or proceeding brought to
enforce any provision of this Agreement or where any provision
hereof is validly asserted as a defense, the successful party
shall be entitled to recover reasonable attorneys' fees in
addition to any other available remedy.
(c) Amendments and Waivers. Except as otherwise
provided herein, the provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to
departure from the provisions hereof may not be given unless
Company has obtained the written consent of holders of at least a
majority of the Registrable Securities then outstanding.
(d) Notices. Any notice, demand, request,
consent, approval, declaration, delivery or other communication
hereunder to be made pursuant to the provisions of this Agreement
shall be sufficiently given or made if in writing and either
delivered in person with receipt acknowledged or sent by
registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
(i) If to Purchaser at:
IFG Limited Liability Company
c/o Charterhouse Group International, Inc.
535 Madison Avenue
New York, New York 10022
Attention: Richard T. Henshaw, III
Senior Vice President
with a copy to:
Proskauer Rose Goetz & Mendelsohn
1585 Broadway
New York, New York 10036
Attention: Jonathan I. Shor, Esq.
(ii) If to any holder of Registrable
Securities (other than Purchaser) at its last known address
appearing on the books of Company maintained for such purpose;
and
(iii) If to Company at:
Insignia Financial Group, Inc.
One Shelter Place
P.O. Box 1089
Greenville, South Carolina 29602
Attention: President
with a copy to:
Shea & Gould
1251 Avenue of the Americas
New York, New York 10020-1193
Attention: Arnold S. Jacobs, Esq.
or at such other address as may be substituted by notice given as
herein provided. The giving of any notice required hereunder may
be waived in writing by the party entitled to receive such
notice. Every notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder shall be
deemed to have been duly given or served on the date on which
personally delivered, with receipt acknowledged, or three (3)
Business Days after the same shall have been deposited in the
United States mail.
(e) Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto including any Person to
whom Registrable Securities are transferred.
(f) Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
(g) Governing Law. This Agreement shall be
governed by the laws of the State of New York, without regard to
the provisions thereof relating to conflict of laws.
(h) Severability. Wherever possible, each
provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of
this Agreement.
(i) Entire Agreement. This Agreement, together
with the Purchase Agreement and Stockholders Agreement,
represents the complete agreement and understanding of the
parties hereto in respect of the subject matter contained herein
and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject
matter hereof. Notwithstanding anything herein to the contrary,
this Agreement shall not become effective until the consummation
of the transactions contemplated by the Purchase Agreement.
IN WITNESS WHEREOF, Company and Purchaser have executed
this Agreement as of the date first above written.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Andrew L. Farkas
____________________
Name: Andrew L. Farkas
Title: Chairman and CEO
IFG LIMITED LIABILITY COMPANY,
a Wyoming limited liability company
By: /s/ Richard T. Henshaw, III
___________________________
Name: Richard T. Henshaw, III
Title: Vice President
Schedule I
Additional Persons granted registration rights by the
Company:
1. Metropolitan Acquisition Partners IV,L.P.
2. Metropolitan Acquisition Partners V,L.P.
3. U.S. Shelter Corporation
EXHIBIT 15
INSIGNIA FINANCIAL GROUP, INC.
ONE SHELTER PLACE
P.O. BOX 1089
GREENVILLE, SOUTH CAROLINA 29602
May 27, 1992
IFG Limited Liability Company
c/o Charterhouse Group International, Inc.
535 Madison Avenue
New York, NY 10022
Re: Insignia Financial Group, Inc. -- Right To Observer.
Gentlemen:
Reference is made to the Stockholders Agreement (the
"Stockholders Agreement"), dated of even date herewith, by and
among Metropolitan Acquisition Partners IV, L.P., Metropolitan
Acquisition Partners V, L.P., Andrew L. Farkas ("Farkas"), IFG
Limited Liability Company and Insignia Financial Group, Inc.
Capitalized terms used herein but not defined herein shall have
the meanings ascribed thereto in the Stockholders Agreement.
For so long as the (w) Board of Directors of the
Company consists of more than one (1) individual, (x) Purchaser
Nominee has been elected to the Board of Directors of the
Company, (y) Purchaser owns at least 5% of the Voting Stock and
(z) Farkas controls at least 50.1% of the outstanding Voting
Stock, at any time and from time to time you shall have the right
to designate, from time to time, one (1) observer (the
"Observer") to attend meetings of the Board of Directors of the
Company (and committees thereof). The Company shall give the
Observer designated by you written notice of each meeting of the
Board of Directors of the Company (and committees thereof) at the
same time and in the same manner as the members of the Board of
Directors of the Company (or any committee thereof) receive
notice of such meetings, and the Company shall permit such
Observer to attend all meetings of its Board of Directors (and
committees thereof). The Observer shall be furnished with all of
the written materials and other information given to directors of
the Company generally, in each case at the same time such
materials and information are given to the directors of the
Company, and shall keep such materials and information
confidential; provided, however, that the Observer may share such
materials and information on a confidential basis with any
officer, director or affiliate (as such terms are defined in the
rules and regulations under the Securities Exchange Act) of
Purchaser or counsel to Purchaser. If the Company proposes to
take any action by written consent in lieu of a meeting of its
Board of Directors, the Company shall give written notice thereof
to the Observer prior to the effective date of such consent
describing in reasonable detail the nature and substance of such
action.
Notwithstanding anything herein to the contrary, the
rights of Purchaser as set forth in this letter shall not become
effective until the consummation of the transactions contemplated
by the Purchase Agreement.
Very truly yours,
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Andrew L. Farkas
____________________
Name: Andrew L. Farkas
Title: Chairman & CEO
EXHIBIT (i)
PROXY
The undersigned hereby irrevocably appoints
Metropolitan Acquisition Partners IV, L.P., a Delaware limited
partnership (the "Partnership"), the attorney and proxy of the
undersigned, with full power of substitution, to vote in such
manner as the Partnership deems proper, with respect to all of
the shares of Insignia Financial Group, Inc. ("Insignia") that
the undersigned is entitled to vote and to be distributed to the
undersigned by the Partnership. This proxy revokes any other
proxy granted by the undersigned at any time with respect to such
shares. This proxy is issued for good and valuable consideration
and, because coupled with an interest, shall be irrevocable to
the full extent permitted by law. In the event that this proxy is
invalid, the undersigned agrees to vote its Insignia shares as
directed by the Partnership.
Nothing contained in this proxy shall restrict the
undersigned's ability to sell or otherwise dispose of such shares
and the transferee of the shares shall not be bound by this
proxy. If the undersigned sells or otherwise disposes of shares
of Insignia, then the undersigned agrees to send written notice
of such sale or disposal to the Partnership no later than three
business days after such sale or disposal.
Date: Signature:________________________
Print or
type name:________________________
Agreed:
METROPOLITAN ACQUISITION PARTNERS IV, L.P.
By: Metro Shelter Directives, Inc.
By: _______________________________________
Name: Andrew L. Farkas
Title: President
MAP IV
Schedule of Documents Substantially Similar to Exhibit (i)
Proxy executed by the persons or entities listed below to the
Partnership:
George Clairmont
Robert Denison
Bradford Farkas
Robin Farkas
Gerard Guez
Ellen Jacobs
Michael Lipstein
David Mandelbaum
Stephen Meringoff
Victoria and Katherine Meringoff Irrevocable Trust
Metropolitan Partners I, LP
Buck Mickel
The Prosperity Company
RAF Resources
Sidney Reisman
Charles Revson, Jr.
Rose Metsouth Partners
Michael H. Schwartz
Michael Schwartz Profit Sharing Plan
Michael Schwarts Profit Sharing Plan
C. Thomas Wyche
Wyche, Burgess, Freeman & Parham, PA Profit Sharing Plan
EXHIBIT (j)
ASSIGNMENT AND CONSENT AGREEMENT, dated as of December 15, 1995,
by and among:
1. The parties to the Stockholders Agreement referred to
immediately below,
2. APTS Partners IV-AB, L.P., a Delaware limited partnership,
3. Blackacre Capital Group, L.P., a Delaware limited
partnership,
4. Farallon Capital Institutional Partners, L.P., a California
limited partnership,
5. Farallon Capital Institutional Partners II, L.P., a
California limited partnership,
6. Farallon Capital Partners, L.P., a California limited
partnership,
7. Tinicum Partners, L.P., a New York limited partnership,
8. Cerberus Partners, L.P., a Delaware limited partnership,
9. Ultra Cerberus Ltd., a Delaware limited partnership,
10. Pequod Investments, L.P., a New York limited partnership,
11. Cerberus International Ltd., a Nassau corporation,
12. Cerberus Partners, L.P., a Delaware limited partnership, as
nominee, of Stockholders Agreement, dated as of May 27,
1992, by and among:
1. Metropolitan Acquisition Partners IV, L.P., a Delaware
limited partnership,
2. Metropolitan Acquisition Partners V, L.P., a Delaware
limited partnership,
3. Andrew L. Farkas,
4. M-VI Limited Liability Company, a Wyoming limited liability
company (formerly known as IFG Limited Liability Company),
and
5. Insignia Financial Group, Inc., a Delaware corporation.
Preliminary Statement
Each Purchaser (as defined below) has previously
entered into a separate Stock Purchase Agreement (each a "Stock
Purchase Agreement") dated as of June 28, 1995 and amended by an
Addendum to Stock Purchase Agreement dated July 24, 1995
(collectively, the "Stock Purchase Agreements") with Sellers (as
defined below) pursuant to which each Purchaser purchased from
each Seller a certain number of Shares. M-VI (as defined below),
in connection with its dissolution, wishes to assign and transfer
to its members designated on Schedule A (the "Transferees") in
the respective amounts set forth on Schedule A all of the Shares
(as defined below) which M-VI owns and all rights and obligations
relating thereto and the Transferees wish to acquire such Shares
and all related rights and to assume all related obligations.
Accordingly, the parties hereby agree as follows.
1. Defined terms. The following terms shall have the indicated
meanings when used in this Agreement.
a. "Apollo" shall mean Apollo Real Estate Investment Fund,
L.P., a Delaware limited partnership.
b. "APTS" shall mean APTS Partners IV-AB, L.P., a Delaware
partnership.
c. "Assumption Agreement" shall mean, collectively, those
certain Assumption Agreements, each dated as of July
24, 1995, by and among all of the parties hereto (other
than the Transferees).
d. "Blackacre" shall mean Blackacre Capital Partners,
L.P., a Delaware limited partnership.
e. "Blackacre Transferees" shall mean Cerberus Partners,
L.P., a Delaware limited partnership, Ultra Cerberus
Ltd., a Delaware limited partnership, Pequod
Investments, L.P., a New York limited partnership,
Cerberus International Ltd., a Nassau corporation,
Cerberus Partners, L.P., a Delaware limited
partnership, as Nominee, in each case, as transferees
of Blackacre.
f. "FCIP" shall mean Farallon Capital Institutional
Partners, L.P., a California limited partnership.
g. "FCIPII" shall mean Farallon Capital Institutional
Partners II, L.P., a California limited partnership.
h. "FCP" shall mean Farallon Capital Partners, L.P., a
California limited partnership.
i. "Insignia" shall mean Insignia Financial Group, Inc., a
Delaware corporation.
j. "M-IV" shall mean Metropolitan Acquisition Partners IV,
L.P., a Delaware limited partnership.
k. "M-V" shall mean Metropolitan Acquisition Partners V,
L.P., a Delaware limited partnership.
l. "M-VI" shall mean M-VI Limited Liability Company, a
Wyoming limited liability company (formerly known as
IFG Limited Liability Company).
m. "Purchasers" shall mean APTS, Blackacre and the
Blackacre Transferees, FCIP, FCIPII, FCP and Tinicum.
n. "Sellers" shall mean M-IV, M-V and M-VI.
o. "Shares" shall mean shares of Class A Common Stock, par
value $0.01 per share, of Insignia.
p. "Stockholders Agreement" shall mean that certain
stockholders agreement, dated as of May 27, 1992, by
and among Metropolitan Acquisition Partners IV, L.P., a
Delaware limited partnership, Metropolitan Acquisition
Partners V, L.P., a Delaware limited partnership,
Andrew L. Farkas, M-VI Limited Liability Company, a
Wyoming limited liability company (formerly known as
IFG Limited Liability Company), and Insignia.
q. "Tinicum" shall mean Tinicum Partners, L.P., a New York
limited partnership.
2. Transfer. M-VI hereby assigns and transfers to the
Transferees and the Transferees hereby acquire and assume in
the respective amounts and proportions set forth on Schedule
A: (i) all of the Shares listed on Schedule A; and (ii) all
of M-VI's rights and obligations under the Stock Purchase
Agreements, the Stockholders Agreement and the Assumption
Agreement (collectively, the "Transferred Agreements") ;
provided, however, that the rights of the Purchaser (as such
term is defined in the Stockholders Agreement) to select one
individual for election to Insignia's Board of Directors
under Section 2 of the Stockholders Agreement (the
"Director's Right") shall be transferred in whole solely to
Charterhouse Equity Partners, L.P., a Delaware limited
partnership ("CEP").
3. Consent. (a) Each party to this Agreement hereby consents
to the assignment, transfer and assumptions set forth in
Section 2 hereof and agrees that the Transferees shall be
party to the Transferred Agreements in substitution for M-VI
and the Transferees shall be (in the respective proportions
set forth on Schedule A) entitled to all of M-VI's rights
thereunder and bound by all of M-VI's obligations thereunder
in each case as if all Transferees were originally parties
thereto, except as set forth in Section 2 above.
(b) Each party to this Agreement hereby acknowledges and
agrees that the rights and obligations under the
Stockholders Agreement relating to Voting Stock (as defined
therein) held by M-VI and being assigned and transferred to
the Transferees means collectively (i) the Voting Stock
acquired by M-VI pursuant to the Securities Purchase
Agreement, dated as of May 27, 1992, as amended by Amendment
No. 1 thereto, dated as of June 1, 1995, by and among M-VI,
M-IV and Insignia, (ii) any Voting Stock acquired by M-VI
pursuant to the Option Assignment Agreement, dated as of May
27, 1992, by and among M-VI, M-IV, M-V and Insignia, (iii)
any shares of Voting Stock acquired by M-VI by means of
exercising the preemptive rights in accordance with Section
4 of the Stockholders Agreement, (iv) any shares of Voting
Stock and any equity securities of the Company convertible
into, or exercisable or exchangeable for, Voting Stock
hereafter distributed to the Transferees by the Company as a
stock dividend or otherwise with respect to the Voting Stock
referred to in the foregoing clauses (i) through (iii).
4. Agreement to be bound by the Stockholders Agreement. In
connection with the transfer of the Shares listed on
Schedule A, the Transferees each hereby agree to be bound by
the terms of the Stockholders Agreement to the same extent
and in the same manner as M-VI and each shall be deemed to
be a Holder.
5. Waiver. All parties to this Agreement and the Stockholders
Agreement waive all tag-along rights under the Stockholders
Agreement that, except for this Section 4, might otherwise
arise or apply in respect of the assignment and transfer
referred to in Section 2 hereof.
6. Acknowledgement. (a) This Agreement shall be deemed to
satisfy the requirements of section 8(f) of the Stockholders
Agreement in respect of the transfer to Transferees of
Shares pursuant hereto.
(b) By the execution and delivery of this Agreement,
each of the parties hereto acknowledge and agree that (i) the
Director's Right and (ii) the right to purchase Insignia common
stock in certain transactions as described in Section 4 of the
Stockholders Agreement (the "Preemptive Rights Provision") are,
in the case of the Director's Right, solely for the benefit of
CEP, and, in the case of the Preemptive Rights Provision, the
right to exercise any benefit afforded to the Purchaser (as such
term is defined in the Stockholders Agreement) under the
Preemptive Rights Provision is solely for the benefit of CEP.
(c) The address of each Transferee is:
Charterhouse Equity Partners, L.P.
c/o Charterhouse Group International, Inc.
535 Madison Avenue
New York, New York 10022
Attention: Richard T. Henshaw, III
Telephone: (212) 421-3125
Fax: (212) 750-9704
Northern & Midland Nominees Limited
c/o Charterhouse Group International, Inc.
535 Madison Avenue
New York, New York 10022
Attention: Richard T. Henshaw, III
Telephone: (212) 421-3125
Fax: (212) 750-9704
Mr. Andrew L. Farkas
c/o Insignia Financial Group, Inc.
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
Telephone: (803) 239-1000
Fax: (803) 239-1096
With a copy to:
John K. Lines, Esq.
Insignia Financial Group, Inc.
One Insignia Financial Plaza
P.O. Box 1089
Telephone: (803) 239-1675
Fax: (803) 239-1096
7. Effectiveness. This Agreement shall become effective when
all parties hereto shall have executed and delivered a
counterpart copy hereof.
8. Further Agreements. Each party agrees to cooperate with the
others, and to execute and deliver, or cause to be executed
and delivered, all such other instruments and to take all
such other actions as it may be reasonably requested to
take, from time to time, in order to effectuate the
provisions and purpose of this Agreement.
9. Counterparts. This Agreement shall be executed in one or
more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one
instrument.
10. Law Governing; Consent to Jurisdiction; Representation.
This Agreement shall be construed in accordance with the
laws of the State of New York applicable to agreements made
and to be performed therein. Each party hereto represents
that it has been represented by counsel in connection with,
and has had the opportunity to review, this Agreement. Each
party further represents that the terms hereof shall not be
construed in favor of or against any other party by reason
of the preparation hereof.
IN WITNESS WHEREOF, each of the undersigned has
executed or caused this Agreement to be executed on its behalf as
of the date first set forth above.
APTS PARTNERS IV-AB, L.P.
By: APTS GP Partners, L.P.
its general partner
By: APTS Acquisition Corporation
By: /s/ Edward Scheetz
__________________
Name: Edward Scheetz
Title: Vice President
/s/ Andrew L. Farkas
____________________
Andrew L. Farkas
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John Lines
______________
Name: John Lines
Title:
METROPOLITAN ACQUISITION PARTNERS IV, L.P.
By: Metro Shelter Directives, Inc.,
its general partner
By: /s/ Andrew L. Farkas
_____________________
Name: Andrew L. Farkas
Title: President
METROPOLITAN ACQUISITION PARTNERS V, L.P.
By: MV, Inc., its general partner
By: /s/ Andrew L. Farkas
____________________
Name: Andrew L. Farkas
Title: President
M-VI LIMITED LIABILITY COMPANY
(Formerly known as IFG Limited Liability
Company)
By: /s/ Richard T. Henshaw,III
__________________________
Richard T. Henshaw, III
Vice President
CHARTERHOUSE EQUITY PARTNERS, L.P.
By: CHUSA Equity Investors, L.P.,
its General Partner
By: Charterhouse Equity, Inc.
its General Partner
By: /s/ Richard T. Henshaw, III
___________________________
Richard T. Henshaw, III,
Senior Vice President
NORTHERN & MIDLAND NOMINEES LIMITED
By: Richard T. Henshaw, III,
attorney-in-fact
/s/ Richard T. Henshaw, III
___________________________
FARALLON CAPITAL PARTNERS, L.P.
By: /s/ Meridee Moore
_________________
General Partner
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
By: /s/ Meridee Moore
_________________
General Partner
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II, L.P.
By: /s/ Meridee Moore
_________________
General Partner
TINICUM PARTNERS, L.P.
By: /s/ Meridee Moore
_________________
General Partner
BLACKACRE CAPITAL GROUP, L.P.
By: Blackacre Capital Management Corp.
its general partner
By: /s/ Jeffrey B. Citrin
_____________________
Name: Jeffrey B. Citrin
Title: President
CERBERUS PARTNERS, L.P.
By: /s/ Stephen Feinberg
____________________
Name: Stephen Feinberg
Title: General Partner
ULTRA CERBERUS LTD.
By: /s/ Stephen Feinberg
____________________
Name: Stephen Feinberg
Title: Investment Advisor
PEQUOD INVESTMENTS, L.P.
By: /s/ Jon Gallin
______________
Name: Jon Gallin
Title: General Partner
CERBERUS INTERNATIONAL LTD.
By: /s/ Stephen Feinberg
____________________
Name: Stephen Feinberg
Title: Investment Advisor
CERBERUS PARTNERS, L.P., as Nominee
By: /s/ Stephen Feinberg
____________________
Name: Stephen Feinberg
Title: General Partner
SCHEDULE A
Transferee Shares %
__________ ______ _
Charterhouse Equity Partners, L.P. 337,010 61.13%
Northern & Midland Nominees Limited 909 .17%
Andrew L. Farkas 213,394 38.7%
_______ _____
551,313 100%
EXHIBIT (k)
ASSIGNMENT AND CONSENT AGREEMENT, dated as of December 15, 1995
(the "Agreement"), by and among Metropolitan Acquisition Partners
IV, L.P., a Delaware limited partnership, Insignia Financial
Group, Inc., a Delaware corporation, Andrew L. Farkas,
Charterhouse Equity Partners, L.P., a Delaware limited
partnership, Northern & Midland Nominees Limited, a United
Kingdom entity, and M-VI Limited Liability Company, a Wyoming
limited liability company (formerly known as IFG Limited
Liability Company).
Preliminary Statement
Each of M-IV (as defined below), Insignia (as defined
below) and M-VI (as defined below) are party to one (1) or more
of the Insignia Related Documents (as defined below). M-VI, in
connection with its dissolution, wishes to assign and transfer to
CEP (as defined below) and N&M (as defined below) (collectively,
the "Transferees") all rights and obligations relating thereto
and the Transferees wish to acquire all such related rights and
to assume all such related obligations. Accordingly, the parties
hereby agree as follows.
1. Defined terms. The following terms shall have the indicated
meanings when used in this Agreement.
a. "CEP" shall mean Charterhouse Equity Partners, L.P., a
Delaware limited partnership.
b. "Insignia" shall mean Insignia Financial Group, Inc., a
Delaware corporation.
c. "Insignia Related Agreements" shall mean, collectively,
the (i) Securities Purchase Agreement, dated as of May
27, 1992, as amended by Amendment No. 1 thereto, dated
as of June 1, 1995, by and among M-VI, M-IV and
Insignia, (ii) Registration Rights Agreement, dated as
of May 27, 1992, between M-VI and Insignia and (iii)
letter agreement, dated as of May 27, 1992, by Insignia
in favor of M-VI relating to the right to an observer.
d. "M-IV" shall mean Metropolitan Acquisition Partners IV,
L.P., a Delaware limited partnership.
e. "M-VI" shall mean M-VI Limited Liability Company, a
Wyoming limited liability company (formerly known as
IFG Limited Liability Company).
f. "N&M" shall mean Northern & Midland Nominees Limited, a
United Kingdom entity.
2. Transfer. M-VI hereby assigns and transfers to the
Transferees and the Transferees hereby acquire and assume
all of M-VI's rights and obligations under the Insignia
Related Agreements.
3. Consent. Each party to this Agreement hereby consents to
the assignment, transfer and assumptions set forth in
Section 2 hereof and agrees that the Transferees shall be
party to the Transferred Agreements in substitution for M-VI
and the Transferees shall be entitled to all of M-VI's
rights thereunder and bound by all of M-VI's obligations
thereunder in each case as if all Transferees were
originally parties thereto. Andrew L. Farkas, in his
capacity as a member of M-VI, also consents to the foregoing
assignment, transfer and assumptions.
4. Notices. The address of each Transferee is:
Charterhouse Equity Partners, L.P.
c/o Charterhouse Group International, Inc.
535 Madison Avenue
New York, New York 10022
Attention: Richard T. Henshaw, III
Telephone: (212) 421-3125
Fax: (212) 750-9704
Northern & Midland Nominees Limited
c/o Charterhouse Group International, Inc.
535 Madison Avenue
New York, New York 10022
Attention: Richard T. Henshaw, III
Telephone: (212) 421-3125
Fax: (212) 750-9704
5. Effectiveness. This Agreement shall become effective when
all parties hereto shall have executed and delivered a
counterpart copy hereof.
6. Further Agreements. Each party agrees to cooperate with the
others, and to execute and deliver, or cause to be executed
and delivered, all such other instruments and to take all
such other actions as it may be reasonably requested to
take, from time to time, in order to effectuate the
provisions and purpose of this Agreement.
7. Counterparts. This Agreement shall be executed in one or
more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one
instrument.
8. Law Governing; Consent to Jurisdiction; Representation.
This Agreement shall be construed in accordance with the
laws of the State of New York applicable to agreements made
and to be performed therein. Each party hereto represents
that it has been represented by counsel in connection with,
and has had the opportunity to review, this Agreement. Each
party further represents that the terms hereof shall not be
construed in favor of or against any other party by reason
of the preparation hereof.
IN WITNESS WHEREOF, each of the undersigned has
executed or caused this Agreement to be executed on its behalf as
of the date first set forth above.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John Lines
_______________
Name: John Lines
Title:
METROPOLITAN ACQUISITION PARTNERS IV,
L.P.
By: Metro Shelter Directives, Inc.,
its general partner
By: /s/ Andrew L. Farkas
____________________
Name: Andrew L. Farkas
Title: President
/s/ Andrew L. Farkas
____________________
Andrew L. Farkas
M-VI LIMITED LIABILITY COMPANY
(Formerly known as IFG Limited Liability
Company)
By: /s/ Richard T. Henshaw, III
___________________________
Richard T. Henshaw, III
Vice President
CHARTERHOUSE EQUITY PARTNERS, L.P.
By: CHUSA Equity Investors, L.P.,
its General Partner
By: Charterhouse Equity, Inc.
its General Partner
By: /s/ Richard T. Henshaw, III
___________________________
Richard T. Henshaw, III,
Senior Vice President
NORTHERN & MIDLAND NOMINEES LIMITED
By:Richard T. Henshaw, III,
attorney-in-fact
/s/ Richard T. Henshaw, III
___________________________
