As filed with the Securities and Exchange Commission on June 27, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
INSIGNIA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3591193
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip code)
Non-Qualified Stock Option Agreements
(Full Title of the Plan)
John K. Lines, Esq.
General Counsel
Insignia Financial Group, Inc.
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
(864) 239-1000
(Name, address and telephone number,
including area code, of agent for service)
_________________________________
Copies to:
Arnold S. Jacobs, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
_________________________________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration
offering price aggregate fee(3)
per share(2) offering
price(2)
<S> <C> <C> <C> <C>
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Non-Qualified 1,482,879 options(1) - - -
Stock Options (2)
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Class A Common b 1,482,879 shares (2) $5.6618(3) $8,395,764 $2,895.10
Stock, par value
$0.01 per share
===========================================================================
</TABLE>
(1)Represents Non-Qualified Stock Options to be assumed in connection with the
acquisition of Edward S. Gordon Company Incorporated and Edward S. Gordon
Company of New Jersey, Inc.
(2)The maximum number of shares which may be issued upon exercise of the
Non-Qualified Stock Option Agreements. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein and an indeterminate number of shares of Class A
Common Stock as may be required to cover possible adjustments under the plan.
(3)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) of the Securities Act of 1933. The Options have varying exercise
prices ranging up to $6.7866 per share, with an average price of $5.6618 per
share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
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The following documents filed with the Securities and Exchange Commission
by Insignia Financial Group, Inc., a Delaware corporation (the "Corporation"),
are incorporated herein by reference:
(1) the Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(2) the Corporation's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996;
(3) the Corporation's Current Report on Form 8-K dated January 19, 1996;
(4) the Corporation's Current Report on Form 8-K dated January 29, 1996;
and
(5) the description of the Corporation's Class A Common Stock, par value
$0.01 per share, included in the Corporation's Registration Statement on Form
8-A, dated September 19, 1995, on Form 8-A/A(1) dated October 3, 1995 and on
Form 8-A/A(2) dated June 21, 1996.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interest of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Corporation is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. Article Seventh of
the Certificate of Incorporation of the Corporation provides for
<PAGE>
indemnification of directors and officers to the fullest extent permitted by the
General Corporation Law of the State of Delaware, and the Corporation has
entered into agreements with 20 of its officers and directors with respect to
such indemnification. Reference is made to the Certificate of Incorporation of
the Corporation and such agreements, incorporated by reference as Exhibits
hereto or to the Corporation's Registration Statement on Form S-1, File No.
33-67486.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. Article Eighth of the Corporation's Certificate of
Incorporation contains such a provision.
The Corporation currently has a Directors and Officers Liability Insurance
Policy ("Policy") in place with Federal Insurance Company. The Policy is a
"claims made" policy with a $5,000,000 policy aggregate. However, the Board of
Directors believes that it serves the Corporation's best interest to supplement
this coverage or any coverage which the Corporation may maintain in the future
by agreeing by contract to indemnify directors and executive officers to the
fullest extent permitted under applicable law.
The form of Indemnification Agreement to be entered into by the Corporation
with directors and executive officers of the Corporation is based on the
provisions of the General Corporation Law of the State of Delaware, which are
contained primarily in Section 145 of the General Corporate Law of the State of
Delaware, but is intended to provide broader indemnification than that which is
specifically provided by Section 145. The form of Indemnification Agreement
provides generally that the Corporation will to the fullest extent permitted by
applicable law indemnify the director or executive officer against expenses
arising from any event or occurrence, either prior to or after the time the
Indemnification Agreement is executed, related to the fact that such person is
or was serving as a director or executive officer of the Corporation (or of
another entity at the Corporation's request). To be indemnified, a party must
meet the relevant standards of conduct, but the form of Indemnification
Agreement provides that such standard is presumed to have been met unless the
Corporation demonstrates otherwise.
Item 7. Exemption from Registration Claimed.
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Not applicable.
<PAGE>
Item 8. Exhibits.
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4.1 Form of Non-Qualified Stock Option Agreement and form of amendment
thereto.
5 Opinion of Proskauer Rose Goetz & Mendelsohn LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in Exhibit
5).
24 Powers of Attorney.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (iii);
To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
<PAGE>
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenville, State of South Carolina, on this 27th day
of June, 1996.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/Ronald Uretta
------------------------------------
Ronald Uretta
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Andrew L. Farkas President, Chief Executive June __ 1996
Andrew L. Farkas Officer and Director
(Principal Executive Officer)
/s/ Ronald Uretta Chief Financial Officer June 27, 1996
Ronald Uretta (Principal Financial and
Accounting Officer)
/s/ Robert J. Denison* Director June 27, 1996
Robert J. Denison
/s/ Robin L. Farkas Director June __, 1996
Robin L. Farkas
/s/ Merril M. Halpern Director June __, 1996
Merril M. Halpern
/s/ John F. Jacques* Director June 27, 1996
John F. Jacques
/s/ Robert G. Koen* Director June 27, 1996
Robert G. Koen
/s/ Michael I. Lipstein* Director June 27, 1996
Michael I. Lipstein
<PAGE>
Signatures Title Date
/s/ Buck Mickel* Director June 27, 1996
Buck Mickel
*By /s/ Ronald Uretta June 27, 1996
Ronald Uretta
Attorney-in-fact
<PAGE>
Exhibit Index
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Exhibit No.
4.1 Option and Deferred Compensation Agreement
4.2 Form of Option Amendment
5 Option of Proskauer Rose Goetz & Mendelsohn
23.1 Consent of Independent Auditors
23.2 Included in Exhibit 5
24 Power of Attorney
OPTION AND DEFERRED COMPENSATION AGREEMENT
between
EDWARD S. GORDON COMPANY, INC.
and
Dated: December 15, 1994
<PAGE>
TABLE OF CONTENTS
Page
1. Deferred Amount...................................................... 1
(a) Net Operating Profit or Loss................................... 2
(b) Percentage..................................................... 2
(c) Event.......................................................... 3
(d) Similar Agreements............................................. 4
2. Current Payments..................................................... 4
(a) Actual Distributions to Shareholders........................... 4
(b) Amount of Current Payment...................................... 5
(i) General Rule........................................... 5
(ii) Limit on Current Payment; Accumulated Deferred
Amount................................................. 6
3. Option............................................................... 7
(a) Number of Shares Subject to Option............................. 7
(b) Exercise Period; Exercise Procedure............................ 7
(c) Vesting........................................................ 9
(d) Exercise Price................................................. 9
(e) Payment of Exercise Price...................................... 9
(f) Issuance of Stock and Conditions Therefor...................... 10
(g) Adjustments in Number of Shares Subject to Option.............. 11
(h) No Rights as Stockholder until Exercise........................ 12
(i) Nontransferability of Option................................... 12
4. Payments on termination of Employment/Engagement..................... 13
(a) Termination of Option.......................................... 13
(b) Termination Amount............................................. 14
(c) Accountants' Determinations.................................... 14
(d) Payment Terms.................................................. 15
(i) Downpayment............................................ 15
(ii) Balance of Termination Amount.......................... 15
(iii) Agreements with and Indebtedness to Affiliates......... 16
(iv) Reduction for your Indebtedness to Corporation......... 17
(v) Corporation's Rights to Defer Payment.................. 17
5. NO RIGHTS TO CONTINUED EMPLOYMENT/ENGAGEMENT OR EQUITY
INTEREST............................................................. 21
6. Entire Understanding................................................. 21
7. Amendments........................................................... 21
8. Governing Law........................................................ 22
9. Nonassignability of this Agreement................................... 22
10. Confidentiality...................................................... 22
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11. Further Acts......................................................... 23
12. Headings............................................................. 23
13. Representation by Counsel............................................ 23
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FINDING LIST OF DEFINITIONS
Paragraph Page
Accumulated Deferred Amount 2(b)(ii) 6
Affiliate Agreement 4(d)(ii) 16
Affiliate Termination Amount 4(d)(ii) 16
Code 1(a) 2
Corporation 1 1
Current Payment 2(b)(i) 5
Deferred Amount 1 1
Downpayment 4(d)(i) 15
Event 1(c) 3
Exercise Period 3(b) 7
Exercise Price 3(d) 9
Indebtedness 4(d)(iv) 17
Net Operating Profit or Loss 1(a) 2
Option 3(a) 7
Percentage 1(b) 2
S Income 2(a) 4
Similar Agreements 1(d) 4
Stock 1(b) 2
Termination Amount 4(b) 13
Valuation Date 4(b) 13
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<PAGE>
EDWARD S. GORDON COMPANY, INC.
200 Park Avenue
New York, New York 10166
December 15, 1994
Re: Option and Deferred Compensation Agreement
Dear _______________:
This Agreement between you and Edward S. Gordon Company, Inc. (the
"Corporation") is effective as of January 1. 1994.
Deferred Amount - In consideration of the services provided and to be
provided by you to and on behalf of the Corporation and/or its affiliates, the
Corporation hereby grants to you, in addition to your compensation and benefits
otherwise provided by the Corporation and/or its affiliates, the right to
receive deferred payments ("Deferred Amount") of an amount based on a
"percentage" (as defined in subparagraph (b) of this paragraph 1) of the
Corporation's cumulative "net operating profits and losses" for the
Corporation's fiscal (calendar) year 1994 and each of the Corporation's fiscal
years thereafter as described herein. With respect to each of such fiscal years,
the Corporation will determine a "Deferred Amount" (which may be positive or
negative) equal to the "percentage" (as defined in
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subparagraph (b) of this paragraph 1) of the Corporation's "net operating profit
or loss" for such fiscal year.
Net Operating Profit or Loss - The term "net operating profit or loss" as
used herein shall mean, for each of the Corporation's fiscal years or portion
thereof beginning January 1, 1994, the sum of (i) the net profit or loss,
determined in accordance with generally accepted accounting principles (as in
effect on January 1, 1994) consistently applied, before any deductions for the
amount paid and/or credited to you under this Agreement and all amounts paid
and/or credited to others under Similar Agreements (as defined in subparagraph
(d) of this paragraph 1), but after all other amounts paid and/or accrued by the
Corporation to you and to other employees and independent contractors of the
Corporation, and after provision for all income and other taxes for which the
Corporation would be liable (if it were a "C corporation", within the meaning of
the Internal Revenue Code of 1986, as amended ("Code")), and (ii) an amount
equal to 55% of the Corporation's "S Income" (as defined in subparagraph (a) of
paragraph 2 hereof), if positive, for such fiscal year. The Corporation shall
cause its regular independent public accountants to determine its net operating
profit or loss for each fiscal year on or before the 15th day of the ninth month
after the end of such fiscal year. Percentage - The term "percentage" as used
herein shall be equal to a fraction, the numerator of which is
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the number of shares of stock of the Corporation ("Stock") which are subject to
the vested and unvested portions of the Option (as that term is defined in
paragraph 3 below), all determined as of the end of the fiscal year with respect
to which the amount is being determined, and the denominator of which is the sum
of all the Corporation's issued and outstanding Stock as of such date plus the
total number of shares of stock which are then subject to the vested and
unvested portions of such Option and other options under any Similar Agreements
as of the end of the fiscal year with respect to which the amount is being
determined.
Event - The term "Event" as used herein shall mean a transfer of (x) 50% or
more of the then outstanding shares of the Stock, (y) a sale or disposition of
all or substantially all of the Corporation's assets to any other corporation or
entity 50% or more of the stock or voting power of which is not owned, directly
and indirectly, after the transaction by persons who were stockholders of the
Corporation immediately before such transaction, or (z) any merger,
consolidation or any other business combination of the Corporation with or into
any other corporation or entity, pursuant to which the stockholders of the
Corporation immediately before such transaction do not own, directly or
indirectly, immediately after such transaction, 50% or more of the voting power
of the Corporation or the surviving or acquiring corporation or entity, as the
case may be. Notwithstanding anything to the contrary provided in this
subparagraph (1)(c), the term "Event" shall not include any
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<PAGE>
transfer (i) by will or intestate distribution or (ii) by gift or contribution
or (iii) to an affiliated entity 50% or more of the equity ownership of which is
owned by Edward S. Gordon or one or more members of his family, or (iv) by
Edward S. Gordon and/or one or more members of his family or the Corporation (at
a time when he and/or members of his family own 50% or more of the then
outstanding shares of the stock of the Corporation) to one or more employees of
and/or independent contractors who are engaged by the Corporation or to an
entity 50% or more of the equity ownership of which is owned by one or more
employees or such independent contractors of the Corporation.
Similar Agreements - The term "Similar Agreements" as used herein shall
mean any agreements between the Corporation and individuals who have provided or
are expected to provide services to the Corporation or any of its affiliates
under the terms of which the Corporation has granted or will grant options to
purchase stock and/or rights to deferred profit- based payments. Current
Payments. Actual Distributions to Shareholders - Subject to the provisions of
paragraph 4, the payment of the Deferred Amounts shall be made to you only if
there are distributions made to any stockholders of the Corporation with respect
to any of its stock during a fiscal year, provided that such payment shall be
made with respect to any such fiscal year
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only if the sum of such distributions to stockholders made by the Corporation
(during such fiscal year and the immediately preceding fiscal year) exceeds 55%
of the Corporation's "S Income" for such fiscal years. The term "S Income" as
used herein shall mean, with respect to any fiscal year, the sum of the
Corporation's ordinary income or loss from trade or business activities and its
separately stated items of income and gain passed through to its stockholders,
less the separately stated deductions and losses, passed through to its
stockholders under Subchapter S of the Code for such fiscal year, as shown on
its federal income tax return (Form 1120S) for such year, after all deductions
shown on such return, including any deductions for amounts paid to you under
this Agreement and to others under Similar Agreements and after deductions for
all other amounts paid by the Corporation to you and to other employees and
independent contractors of the Corporation.
Amount of Current Payment.
General Rule - If subparagraph (a) of this paragraph 2 requires a payment
to you, the Corporation shall pay to you an amount ("Current Payment"), on a per
share basis, equal to the excess of (A) that amount which you would have
received if you had owned the shares of Stock subject to the vested portions of
your Option immediately prior to each such distribution, over (B) 55% of the
quotient of (I) the S Income, divided by (II) the number of outstanding shares
with respect to which such distributions were made. For example, if the S Income
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were $100,000 and the Corporation made aggregate distributions during the fiscal
year and the immediately preceding fiscal year of $55,000 with respect to 1,000
outstanding shares, the actual per share distribution to stockholders would be
$55. In this situation, your Current Payment would be zero since the per share
amount actually distributed to shareholders would be $55, and 55% of the
quotient of the S Income divided by the number of outstanding shares with
respect to which distributions were made would be $55 (i.e., 55% if
100,000/1,000). On the other hand, if the S Income were $100,000 and the
Corporation's aggregate distributions during the taxable year and the
immediately preceding fiscal year were $75,000 with respect to 1,000 outstanding
shares, your Current Payment per share would be $20, since the actual per share
distribution to stockholders would be $75 and 55% of the quotient of the S
Income ($100,000) divided by the 1,000 outstanding shares with respect to such
distributions were made (1,000) would be $55. Notwithstanding anything to the
contrary provided in this paragraph 2, S Income or distributions reflected in
the determination of a positive Current Payment for any fiscal year shall not be
reflected in the determination of a positive Current Payment for any subsequent
fiscal year. The Corporation shall make the Current Payment on or before the end
of the ninth month after the end of the fiscal year with respect to which the
determination is made.
Limit on Current Payment; Accumulated Deferred Amount - Notwithstanding the
foregoing provisions of
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this paragraph 2, the Current Payment with respect to any fiscal year shall not
exceed the "Accumulated Deferred Amount" at the end of such fiscal year. The
"Accumulated Deferred Amount", at any time, is the excess of (a) the sum of the
vested and nonvested positive Deferred Amounts (including the positive Deferred
Amount for the fiscal year with respect to which the determination is being
made), over (b) the total of (i) the sum of the vested and nonvested negative
Deferred Amounts (including the negative Deferred Amount for the fiscal year
with respect to which the determination is being made) and (ii) the sum of the
Current Payments made before such time.
Option.
Number of Shares Subject to Option.
The Corporation has granted to you (on the date(s) shown on Schedule A
hereto) the option(s) to purchase the number of shares of Stock (also shown on
Schedule A).
The option(s) are sometimes referred to in this Agreement as "Option" and
such reference shall be to any one or more such options (to the extent each such
Option is then effective), as the context requires.
Exercise Period; Exercise Procedure - The Option may be exercised only (i)
within 5 business days prior to the consummation of the first Event (and only
the first Event) which occurs during the term of this Agreement ("Exercise
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Period"), (ii) to the extent that the Corporation elects not to exercise its
right (provided in the fourth sentence of this subparagraph (b)) to prohibit
your exercise, by giving you the written notice provided for in that sentence
prior to the commencement of the Exercise Period, (iii) subject to the Event
being consummated, and (iv) if you are employed or engaged by the Corporation,
its successor or an affiliate at any time within 30 days prior to the
consummation of the Event. The Option may be exercised during the Exercise
Period by giving written notice, hand-delivered or mailed first class, certified
mail, return receipt requested, to the Corporation at its address referred to
above, with a copy to Edward S. Gordon, whose current address is 200 Park
Avenue, New York, New York 10166. The Option (to the extent each is effective)
may be exercised only for all the shares subject to all such Options.
Notwithstanding anything to the contrary provided in this paragraph 3, the
Corporation shall have the right to prohibit your exercise of the Option in
whole or in part, by giving written notice, hand-delivered or mailed first
class, certified mail return receipt requested, to you at your address referred
to above. In such event, it shall pay to you, with respect to the shares of
Stock which you shall have been thus prohibited from buying, an amount equal to
the excess of (x) the fair market value of the consideration which you would
have received with respect to such shares upon the consummation of the Event,
over (y) the exercise price of the Option with respect to those shares. The
Corporation shall have the right to reduce such amount by the amount of any
negative Affiliate
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Termination Amount (as defined in subparagraph 4(d)(iii) hereof), and any
Indebtedness (as defined in subparagraph 4(d)(iv) hereof), and any indebtedness
you may owe to any of the Corporation's affiliate(s). The Corporation shall have
the further right to pay you such amount in cash or in the form of consideration
which you would have received with respect to those shares upon the consummation
of the Event. The Corporation shall pay you such amount within 30 days after the
consummation of the Event.
Vesting - Upon the occurrence of an Event, the Option shall be deemed to be
fully vested. Solely for purposes of determining the Termination Amount under
paragraph 4 hereof, the Option shall vest at the rate of 20% of the shares
subject to the Option on each of the first, second, third, fourth and fifth
anniversaries of the effective date of such Option.
Exercise Price - The exercise price ("Exercise Price") of each Option shall
be the sum of (A) the original exercise price of each Option (as shown on
Schedule A hereto), and (B) the Accumulated Deferred Amount with respect to the
shares subject to each Option as of the end of the last fiscal year which shall
have ended before the date of the exercise.
Payment of Exercise Price - Any notice given to the Corporation pursuant to
the terms of this paragraph 3 for the purpose of the exercise of the Option
shall be effective only
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if accompanied by payment in full of the Exercise Price for the shares of Stock
with respect to which the Option is exercised. The Accumulated Deferred Amount
then owing to you (determined after subtracting all Current Payments made to you
theretofore, but without regard to "net operating profit or loss" or the taxable
year in which you exercise the Option) shall be applied toward the Exercise
Price. To the extent that payment of the Exercise Price is made by application
of the Accumulated Deferred Amount, the Accumulated Deferred Amount shall be
reduced by an amount equal to that so applied.
Issuance of Stock and Conditions Therefor - Subject to the provisions of
subparagraph (b) of this paragraph 3, upon receipt by the Corporation of notice
of exercise of the Option, together with payment therefor as provided above, the
Corporation (or its successor, as the case may be) shall cause a certificate for
the number of shares of Stock with respect to which the Option is exercised (or
shares of stock or evidence of other ownership interest of the successor, as the
case may be) to be issued in your name; provided, however, that no shares of
Stock (or evidence of other ownership interest) shall be issued upon any
exercise of the Option until (i) the Corporation (or its successor, as the case
may be) and you have complied with all laws, rules and regulations which the
Corporation's regular counsel and/or any governmental agency have jurisdiction
over the matter may deem applicable, and (ii) you comply with any requirement of
the Event which is applicable after the Event
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(including, but not limited to, the execution of a stockholders agreement,
noncompete agreement, employment agreement, etc.). In addition, upon the
exercise of the Option, you will grant to Edward S. Gordon (or the successor to
his Shares who owns the greatest number of Shares immediately before the Event),
if he so requests, an irrevocable proxy for the maximum length of time legally
permissible with respect to any shares of Stock you acquire as a consequence of
the Event, as well as any shares of Stock you may thereafter acquire by way of
stock dividend, stock split or combination of shares of stock or otherwise. Your
failure (x) to comply with all laws, rules and regulations, which the
Corporation's regular counsel and/or any governmental agency shall have
prescribed in connection with the Event, (y) to comply with any requirement of
the Event within its time limits, or (z) to grant promptly such irrevocable
proxy will nullify your exercise of the Option and cause you to lose your rights
thereunder, but not your rights under the terms hereof to receive payments of
your Deferred Amounts which shall have accrued to the effective date of the
Event.
Adjustments in Number of Shares Subject to Option - If there is any stock
dividend, stock split, or combination of shares of Stock prior to the exercise
of the Option, the number of shares of Stock then subject to the Option shall be
proportionately and appropriately adjusted; no change shall be made in the
aggregate purchase price to be paid for all shares of Stock subject to this
Option, but the aggregate
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purchase price shall be allocated among all shares of Stock subject to the
Option after giving effect to such adjustment.
If there is any other change in the Stock, including recapitalization,
reorganization, exchange of shares of Stock, offering of subscription rights, or
a merger or consolidation in which the Corporation is the surviving corporation,
an adjustment shall be made in the shares of Stock then subject to the Option
and/or the Exercise Price as and if the Board of Directors may deem equitable.
Failure of the Board of Directors to provide for an adjustment pursuant to this
subparagraph prior to the effective date of any corporate action referred to
herein shall be conclusive evidence that no adjustment is required in
consequence of such action. Nothing herein shall require any adjustment of your
Option because of the grant by the Corporation of additional options under
Similar Agreements.
No Rights as Stockholder until Exercise - You shall have no rights as a
stockholder of the Corporation, including, without limitation, voting and
dividend rights, unless and until and to the extent of the exercise of the
Option in accordance with the terms provided in this Agreement and upon the
consummation of the Event, including, but not limited to, the proxy requirement
set forth in subparagraph (f) of this paragraph
3. Nontransferability of Option - The Option and all rights granted in
connection therewith shall be exercisable
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only by you, and such Option and rights (including the right to receive shares
upon the consummation of the Event) shall not be transferred, assigned, pledged
or hypothecated in any way (whether by operation of law or otherwise) and shall
not be subject to execution, attachment or similar process. No transfer,
assignment, pledge, hypothecation or other disposition of the Option or of such
rights contrary to the provisions of this Agreement shall be valid, and,
immediately prior thereto or upon the levy or any attachment or similar process
upon the Option or such rights, the Option and such rights shall immediately
become null and void.
Payments on termination of Employment/Engagement. Termination of Option -
Upon the voluntary or involuntary termination of your employment/engagement with
the Corporation, its successor or affiliate (including by reason of death or
disability, your terminating your employment/engagement or the Corporation's
terminating your employment/engagement, with or without cause) at a time when
the Option has not been fully exercised, the Option shall terminate and the
Corporation shall pay to you (or your personal representative) the amount set
forth in subparagraph (b) of this paragraph 4, except that if such termination
shall occur within 30 days prior to an Event and you (or your personal
representative) exercise the Option and comply with the requirements set forth
in paragraph 3 hereof, this paragraph 4 shall not apply.
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Termination Amount - The amount to be paid to you pursuant to this
subparagraph (b) (the "Termination Amount") shall be an amount equal to the
vested portion of your Accumulated Deferred Amount as of the Valuation Date.
The "Valuation Date" shall mean the last day of the Corporation's fiscal
year immediately preceding the Corporation's fiscal year in which occurs the
termination of your employment/engagement.
Accountants' Determinations - The Corporation shall cause its regular
independent public accountants to deliver a report, as soon as practicable after
(but no later than the six months anniversary of) the termination of your
employment/engagement, setting forth the amount of the vested portion of your
Accumulated Deferred Amount as of the Valuation Date. The determination of such
accountants of such vested portion of your Accumulated Deferred Amount (as
required in subparagraph (b) of this paragraph 4) and the report required by
this subparagraph (c) shall be binding and conclusive on all parties to this
Agreement. In the event that you or your personal representative shall initiate
legal action as to the accountants' determinations or report, the amount stated
in subparagraph (b)(i) of this paragraph 4 shall be reduced form 100% to 60% for
purposes of determining the Termination Amount (if you or he are not the
prevailing party in such action), and you or your personal representative, as
the case may be, shall bear 100% of your or his legal fees and all costs
incurred by the
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Corporation in such action, including the Corporation's legal fees, if you or he
are not the prevailing party in such action.
Payment Terms Downpayment - Subject to subparagraph (d)(v) of this
paragraph 4, not later than 30 days after delivery of the accountants' report
referred to in the first sentence of subparagraph (c) of this paragraph 4
(except that if the Termination Amount is being paid after your death, not
earlier than 30 days after and not later than 60 days after the appointment of
your personal representative, if later than the delivery of such report), the
Corporation shall pay to you or your personal representative an amount (the
"Downpayment") equal to 25% of your Termination Amount, if positive, in cash or
by check. If the Termination Amount is paid after your death, your personal
representative shall deliver appropriate estate tax waivers, letters
testamentary and any other appropriate documents as may be reasonably requested
by the Corporation.
Balance of Termination Amount - Subject to subparagraph (d)(v) of this
paragraph 4, the balance, if any, of your Termination Amount shall be payable in
8 equal quarter- annual installments commencing on January 15 of the calendar
year immediately following the calendar year in which the Downpayment is made,
together with interest on such unpaid principal balance, payable quarterly, at
the rate of 6.5% per annum but not less than the minimum rate permitted without
incurring imputed
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interest or original issue discount under the Code. The obligation of the
Corporation pursuant to this subparagraph (ii) may be prepaid in whole or in
part, at any time or from time to time, without penalty or premium. Payment of
the balance due pursuant to this subparagraph (ii) may be accelerated by you or
your personal representative in the event there is a material default of payment
of any installment of principal or interest and the material default continues
for a period of fifteen days after written notice to the Corporation.
Agreements with and Indebtedness to Affiliates - If, at any time while this
Agreement is in effect, there are one or more agreement(s) between you and one
or more of the Corporation's affiliates under the terms of which such
affiliate(s) have granted or will grant to you options to purchase stock and/or
rights to deferred profit-based payments ("Affiliate Agreement"), in the case of
a termination of your employment/engagement to which paragraph 4 of this
Agreement or a provision similar to such paragraph of the Affiliate Agreement
applies, if the Termination Amount under this Agreement is positive and the
amount ("Affiliate Termination Amount") in the Affiliate Agreement which
corresponds to the Termination Amount is negative, or vice versa, the negative
amount shall be applied to reduce the positive amounts payable under
subparagraphs (d)(i) and (ii), in that order, of Paragraph 4 of this Agreement
(or the corresponding provisions of the Affiliate Agreement).
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In addition, if you have any indebtedness to the Corporation or any
affiliate which cannot be offset against the purchase price as determined under
the Affiliate Agreement, the Corporation (on behalf of the Affiliate
Corporation) may collect such amount from you by reducing the amounts payable
under subparagraph (d)(i) and (ii), in that order, of this Paragraph 4 (after
reductions, if any, made pursuant to the immediately preceding paragraph of this
subparagraph (iii).
Reduction for your Indebtedness to Corporation - If at the date on which
the Downpayment is to be made, you owe any amount to the Corporation
("Indebtedness"), the Corporation shall offset the amount of the Indebtedness
against the amount to be paid pursuant to subparagraph (d)(i) of this paragraph
4. If the amount of the Indebtedness exceeds the amount payable pursuant to that
subparagraph, the balance of the Indebtedness shall be offset next against any
amounts to be paid pursuant to subparagraph (d)(ii) of this paragraph 4. If
there remains a balance after the foregoing offsets are made, you shall pay such
excess to the Corporation not later than thirty (30) days after the delivery of
the accountants' report referred to in the first sentence of subparagraph (c) of
this paragraph 4.
Corporation's Rights to Defer Payment - Notwithstanding anything to the
contrary provided in this paragraph 4, the Corporation shall have the right:
Claims against the Corporation - To defer payment of a portion (including
all) of the amount due
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pursuant to subparagraph (d)(i) of this paragraph 4, up to your pro rata share
(based on your percentage (as defined in subparagraph (b) of paragraph 1 hereof)
of any actual or potential claim against or actual or potential liability
(including reasonable legal, accounting and other relevant professional fees and
costs) of the Corporation which claim or liability the Corporation determines
could exceed $100,000 and is contingent, subject to dispute, or otherwise
unresolved at the date of termination of your employment/engagement (except for
claims or liabilities which are reflected in the determination of net operating
profits or losses). If your pro rata share of such claim or liability exceeds
the amount payable pursuant to subparagraph (d)(i) of this paragraph 4, the
Corporation may also defer further the payment of that portion (including all)
or the amount payable pursuant to subparagraph (d)(ii) of this paragraph 4 which
it deems necessary to provide funding for your pro rata share of such claim or
liability. The Corporation shall make payments of all amounts deferred hereunder
(less the amounts which the Corporation deems necessary to provide funding for
your pro rata share of such claim or liability, if its amount exceeds $100,000)
at the latest of the date(s) which it determines to be the date(s) of (A)
resolution of the amount of such claim or liability, (B) the reduction of such
claim or liability to an amount less than $100,000, or (C) the original due
dates of the amounts deferred. In addition, the Corporation shall pay interest
on such amount, at the rate of 6.5% per annum but not less than the minimum rate
permitted without incurring imputed
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interest or original issue discount under the Code, from the original due
date(s) of such amount(s) to the date(s) of payment.
Amount for Receivables - If the Corporation has a receivable which has an
outstanding balance (determined, for this purpose, without regard to applicable
commissions and liabilities) of $500,000 or more on the Valuation Date, the
Corporation shall have the right to defer the payment of that portion of the
balance payable pursuant to subparagraph (b)(ii) of this paragraph 4 which is
equal to the product of such balance and a fraction the numerator of which shall
be the amount of such receivable on the Valuation Date and the denominator of
which shall be the Corporation's gross assets as of such Valuation Date, as
shown on the Corporation's balance sheet (prepared by its regular independent
public accountants in accordance with generally accepted accounting principles
consistently applied). The Corporation shall pay such deferred amount, based on
the rate of collection of such receivable, quarter-annually as such receivable
is collected by the Corporation.
Termination Amounts Payable to You and Others - If payments of Termination
Amounts (including Downpayment(s)) shall at any time become due pursuant to this
paragraph 4 and corresponding provisions of Similar Agreements with respect to
your Option and those under Similar Agreements for Shares constituting 10% or
more of the sum of (I) the then outstanding number of Shares, (II) the sum of
Shares subject to
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options under then outstanding Similar Agreements pursuant to which no
Termination Amounts are then due, and (III) the sum of the number of Shares
subject to your Option and those under Similar Agreements pursuant to which
Termination Amounts are then due, the Corporation shall have the right to defer
the payments then due of your Termination Amount and those payable under Similar
Agreements as described in the succeeding provisions of this subparagraph
(d)(v)(C).
The Corporation shall have the right to limit its aggregate payments of
your Termination Amount and those under Similar Agreements in any fiscal year to
an amount equal to 10% of the Corporation's "net operating profit or loss" (as
defined in subparagraph (a) of paragraph 1 hereof) for such fiscal year, if
positive. The Corporation shall have the right to limit the amounts so payable
to you in such calendar year (after giving effect to the foregoing provisions of
this subparagraph (d)) to the product of the Termination Amount otherwise
payable to you in such calendar year times a fraction the numerator of which
shall be such Termination Amount otherwise payable to you in such calendar year
and the denominator of which shall be the sum of such numerator and the
Termination Amounts otherwise payable to others under Similar Agreements in such
calendar year. The Termination Amounts in excess of such limit shall be added to
the Termination Amounts otherwise payable in the succeeding calendar year(s)
with respect to which the Corporation shall have the right to apply the
provisions of this subparagraph (d)(v)(C).
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The Corporation shall pay interest on such deferred amounts, at the rate of 6.5%
per annum but not less than the minimum rate permitted without incurring imputed
interest or original issue discount under the Code, from the original due
date(s) of such amount(s) to the date(s) of payment.
NO RIGHTS TO CONTINUED EMPLOYMENT/ENGAGEMENT OR EQUITY INTEREST - NOTHING
IN THIS AGREEMENT SHALL CONFER UPON YOU ANY RIGHT TO:
CONTINUE IN THE EMPLOY OF OR TO PROVIDE SERVICES TO THE CORPORATION OR ANY
OF ITS AFFILIATES OR INTERFERE IN ANY WAY WITH THE RIGHT OF THE CORPORATION OR
ANY SUCH AFFILIATE TO TERMINATE YOUR EMPLOYMENT/ENGAGEMENT AT ANY TIME, IT BEING
AGREED THAT YOUR EMPLOYMENT/ENGAGEMENT IS AT WILL UNLESS OTHERWISE PROVIDED IN A
SEPARATE WRITTEN AGREEMENT.
PARTICIPATE IN OR BE ENTITLED TO ANY EQUITY OR OTHER INTEREST IN ANY
AFFILIATE OF THE CORPORATION.
Entire Understanding - This Agreement sets forth the entire understanding
with respect to the subject matter hereof, and no statement, representation,
warranty or covenant has been made by either party except as expressly set forth
herein.
Amendments - This Agreement may be modified only by a writing signed by you
and the Corporation and duly authorized as to the Corporation by a resolution of
the
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<PAGE>
Corporation's Board of Directors. This Agreement supersedes and cancels all
prior agreements between the parties, whether written or oral, any stockholders
agreements or any agreements in the nature of a "phantom" or "shadow" stock
deferred compensation agreement, in effect on the date hereof, except for any
agreement providing for your employment and compensation therefor, between you
and the Corporation.
Governing Law - This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
Nonassignability of this Agreement - This Agreement shall not be assignable
by you. All of the terms and provisions of this Agreement shall be binding upon
and inure to the benefit of and be enforceable by your heirs and personal
representatives and the successors and assigns of the Corporation.
Confidentiality - You agree that the fact that this Agreement has been
entered into and all of the provisions hereof are confidential information of
the Corporation. You agree that same will be kept confidential by you at all
times and will not be discussed or disclosed by you. You shall not make the
provisions of this Agreement available for any purpose whatsoever, except as may
be required by law, in which case, you shall notify the Corporation in advance
of any such disclosure required by law and shall identify the law compelling
such
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<PAGE>
disclosure. You hereby agree to indemnity and hold the Corporation harmless from
any and all claims, damages and expenses arising, or relating to, any breach of
this provision. You also acknowledge that any breach, or threatened breach, of
this provision will result in irreparable and continuing damage to the
Corporation, for which there will be no adequate remedy at law. Therefore, you
agree that, in the event of any breach, or threatened breach, the Corporation
shall be entitled to injunctive relief, without showing or proving any actual
damage to have been sustained, in addition to all other rights which it may
have.
Further Acts - You hereby agree that you shall, from time to time, take any
and all actions and execute, acknowledge, and deliver any and all documents and
instruments as the Corporation may reasonably request, in order to more fully
perfect the rights, duties and obligations of the parties as set forth in this
Agreement.
Headings - The headings used in this Agreement are for convenience of
reference only and in no way define, limit or describe the scope or intent of
this Agreement or of any provisions thereof, or in any way affect this
Agreement.
Representation by Counsel - You acknowledge that prior to entering into
this Agreement you have obtained for yourself independent advice of legal
counsel, accountants, and
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<PAGE>
tax advisors in connection with this Agreement, as you have deemed appropriate.
If the foregoing arrangement is in accordance with our previous discussions
and the provisions herein are agreeable to you, please indicate your agreement
and acceptance of the terms hereof by signing your name at the foot of this
letter where indicated and return the original executed copy of this letter to
the Corporation
EDWARD S. GORDON COMPANY, INC.
By____________________________
ACCEPTED BY AND AGREED TO:
__________________________
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<PAGE>
Schedule A to Agreement, dated , between
Edward S. Gordon Company, Inc. and
Date(s) of Number of Original
Grant(s) of Effective shares to Exercise Price
Option Date(s) Option per share
$
EDWARD S. GORDON COMPANY, INC.
By
------------------------------
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[Albert B. Carson Company, Inc. Letterhead]
or
[Albert B. Carson Company of New Jersey, Inc.]
[Date]
[Name]
[Address]
Dear _________:
Pursuant to Paragraph 7 of the amendment and restatement, effective January
1, 1994, of the Option and Deferred Compensation Agreement between you and
[Edward S. Gordon Company, Inc.] [Edward S. Gordon Company of New Jersey, Inc.]
(the "Corporation"), (the "1994 Amendment"), the parties hereto agree to amend
the 1994 Amendment, effective as of May 1, 1996, as follows:
Paragraph 3 of the 1994 Amendment is amended by adding the following new
subparagraph (j) to the end thereof:
"(j) Notwithstanding anything herein to the contrary, in the case of
the occurrence of an Event, all or a portion of the Options
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<PAGE>
[Name]
_____ , 1996
Page [ ]
granted to you hereunder may, subject to the consent of the Board of
Directors of the Corporation, be assumed or substituted by a corporation
with whom the Corporation is merged or consolidated or which acquires all
of the Corporation's shares of stock or all or substantially all of the
assets of the Corporation (an "Acquiror") for an option to purchase shares
of capital stock of such Acquiror or any subsidiary or parent of such
Acquiror (each such assumed or substituted option shall be referred to as a
"Substitute Option"). The terms, provisions and benefits of the Substitute
Option shall be identical to the terms, provisions and benefits applicable
to your Options on the date of substitution, except that (i) each
Substitute Option shall provide for the purchase of shares of capital stock
of such Acquiror (or any subsidiary or parent thereof) in lieu of the
purchase of Stock, and (ii) the Exercise Period under subparagraph (b) of
paragraph 3 of the 1994 Amendment for each Substitute Option shall be the
5-year period following consummation of the first Event in lieu of 5
business days prior to the consummation of the first Event."
The first sentence of the second subparagraph of Paragraph 3(g) of the 1994
Amendment is amended to read as follows:
"If there is any other change in the Stock including recapitalization,
reorganization, exchange of shares of Stock, offering of subscription
rights, or a merger or consolidation in which the Corporation is the
surviving corporation or any sale of all or substantially all of the assets
of the Corporation, an adjustment shall be made in the shares of Stock then
subject to the Option and/or the Exercise Price as and if the Board of
Directors may deem, in its sole discretion, equitable."
Paragraph 4(a) of the 1994 Amendment is amended by adding the following
language at the end thereof:
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<PAGE>
[Name]
_____ , 1996
Page [ ]
"Notwithstanding the foregoing, following the assumption or substitution of
an Option as provided in subparagraph (j) of paragraph 3 hereof, upon
termination of your employment/engagement with the Corporation, its
successor or affiliate, as described above, at a time when the Substitute
Option has not been fully exercised, the Substitute Option shall remain
exercisable for a period of 15 days following such termination or the
remaining term of the Substitute Option, if earlier. Solely within this
exercise period, you may exercise all or any portion of your Substitute
Option by giving notice to the Corporation of the number of shares of stock
relating to the Substitute Option which you elect to purchase, accompanied
by payment in full of the applicable Exercise Price for the number of
shares for which the Substitute Option is being exercised. Shares purchased
pursuant to the exercise of the Substitute Option shall be paid for at the
time of exercise as follows:
(i) in cash or by check, bank draft or money order payable to the
order of the Corporation;
(ii) if the shares are traded on a national securities exchange,
through the delivery of irrevocable instructions to a broker to deliver
promptly to the Corporation an amount equal to the aggregate applicable
exercise price; or
(iii) on such other terms and conditions as may be acceptable to the
Corporation and in accordance with applicable law.
Notwithstanding anything herein to the contrary, the Corporation shall
not be obligated to make payment as described in subparagraph (b) of this
paragraph 4 or to make any other cash payment of any nature whatsoever from
the effective date of the assumption or substitution of an Option."
If the foregoing amendment to the 1994 Amendment is agreeable to you,
please indicate your agreement and acceptance of the terms hereof by
signing your name at
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3
<PAGE>
[Name]
_____ , 1996
Page [ ]
the foot of this letter where indicated and return the original executed
copy of this letter to the Corporation.
[EDWARD S. GORDON COMPANY,
INCORPORATED]
OR
[EDWARD S, GORDON COMPANY OF
NEW JERSEY, INC.]
By: _________________________________
ACCEPTED AND AGREED TO:
________________________________
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4
EXHIBIT 5
[Proskauer Rose Goetz & Mendelsohn LLP Letterhead]
June 27, 1996
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC 29602
Dear Sirs:
We are acting as counsel to Insignia Financial Group, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the "Act"), relating to the registration of 1,482,87I9
shares (the "Shares") of Class A Common Stock, par value $0.01 per share, of the
Company. The Shares are to be issued by the Company upon exercise of certain
stock options contained in Non-Qualified Stock Option Agreements assumed by the
Company (the "Plan").
As such counsel, we have participated in the preparation of the
Registration Statement, and have reviewed the corporate proceedings in
connection with the assumption of the Plan and have also examined and relied
upon originals or copies, certified or otherwise authenticated to our
satisfaction, of all such corporate records, documents, agreements, and
instruments relating to the Company, and certificates of public officials and of
representatives of the Company, and have made such investigations of law, and
have discussed with representatives of the Company and such other persons such
questions of fact, as we have deemed proper and necessary as a basis for the
rendering of this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the
Shares are duly authorized and, upon issuance of the Shares in accordance with
the terms of the Plan upon exercise of options (against payment of the exercise
price thereunder), outstanding pursuant to the Plan and upon compliance with
applicable securities laws, will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
Proskauer Rose Goetz & Mendelsohn LLP
By /s/ Allan R. Williams
A:\FS1\029 06/24/96 11:41am
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Exhibit 23.1
Consent Of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) for the registration of 1,482,879 shares of Class A Common Stock
which may be issued upon exercise of certain non-qualified options assumed by
Insignia Financial Group, Inc. of our report dated February 21, 1996, with
respect to the consolidated financial statements of Insignia Financial Group,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Greenville, South Carolina
June 27, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Andrew L. Farkas, Ronald Uretta and John F.
Jacques, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to act, without the other, for
him and in his name, place, and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of Insignia Financial Group, Inc., and any or
all amendments (including post-effective amendments) thereto, relating to the
offering of shares of its Class A Common Stock, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ John F. Jacques
Andrew L. Farkas John F. Jacques
/s/ Ronald Uretta /s/ Robert G. Koen
Ronald Uretta Robert G. Koen
/s/ Buck Mickel
Robin L. Farkas Buck Mickel
/s/ Robert J. Denison
Merril M. Halpern Robert J. Denison
/s/ Michael I. Lipstein
Michael I. Lipstein
