UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INSIGNIA FINANCIAL GROUP, INC. INSIGNIA FINANCING I
(Exact name of registrant (Exact name of registrant
as specified in charter) as specified in
certificate of trust)
Delaware Delaware
(State of incorporation (State of incorporation
or organization) or organization)
13-3591193 57-6176373
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
One Insignia Financial Plaza
P.O. Box 1089, Greenville, South Carolina 29602
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
6-1/2% Trust Convertible None
Preferred Securities (the "Trust
Securities")
Convertible Preferred None
Securities Guarantee with
respect to the Trust Securities
6-1/2% Convertible Subordinated None
Debentures due September 30,
2016
Item 1. Description of Registrant's Securities to be
Registered.
The 6-1/2% Trust Convertible Preferred Securities (the
"Trust Securities") of Insignia Financing I (the "Trust"), a
statutory business trust organized under the laws of the
State of Delaware, registered hereby represent preferred
undivided beneficial interests in the Trust and are
guaranteed by Insignia Financial Group, Inc., a Delaware
corporation (the "Company"), to the extent set forth in the
Convertible Preferred Securities Guarantee Agreement (the
"Guarantee"), which has been filed as Exhibit 4.6 to the
Registration Statement on Form S-3 of the Company and the
Trust (Registration Nos. 333-17595 and 333-17595-01) (as
amended, the "Registration Statement"). The descriptions of
the Trust Securities and the Guarantee are set forth in the
Prospectus (as defined in Item 2 below), which is included
in and forms part of the Registration Statement, and such
descriptions are incorporated by reference herein.
The 6-1/2% Convertible Subordinated Debentures due
September 30, 2016 (the "Convertible Subordinated Debt
Securities") of the Company registered hereby are issued
under an Indenture, dated as of November 1, 1996, between
the Company and First Union National Bank of South Carolina,
as Trustee. The Indenture has been filed as Exhibit 4.3 to
the Registration Statement. The description of the
Convertible Subordinated Debt Securities registered hereby
is set forth in the Prospectus, which is included in and
forms part of the Registration Statement, and such
descriptions are incorporated by reference herein.
Item 2. Exhibits.
2.1 Registration Statement on Form S-3, as amended, filed
with the Securities and Exchange Commission on December
10, 1996, File Nos. 333-17595 and 333-17595-01.
2.2 Prospectus contained within the Registration Statement,
along with any subsequent Prospectus pertaining to the
resale of the Convertible Preferred Securities included
within and forming a part of the Registration Statement
(the "Prospectus") (incorporated herein by this
reference to the Registration Statement).
2.3 Declaration of Trust of Insignia Financing I, dated as
of October 4, 1996, among First Union Bank of Delaware,
as Delaware Trustee, and John K. Lines and Ronald
Uretta, as Trustees (incorporated herein by this
reference to Exhibit 4.1 to the Registration
Statement).
2.4 Amended and Restated Declaration of Trust of Insignia
Financing I, dated as of November 1, 1996, among
Insignia Financial Group, Inc., as Sponsor, First Union
National Bank of South Carolina, as Property Trustee,
First Union Bank of Delaware, as Delaware Trustee and
Andrew L. Farkas, John K. Lines and Ronald Uretta as
Regular Trustees (incorporated herein by this reference
to Exhibit 4.2 to the Registration Statement).
2.5 Indenture for the 6 and 1/2% Convertible Subordinated
Debentures, dated as of November 1, 1996, between
Insignia Financial Group, Inc., as Issuer, and First
Union National Bank of South Carolina, as Trustee
(incorporated herein by this reference to Exhibit 4.3
to the Registration Statement).
2.6 Preferred Securities Guarantee Agreement, dated as of
November 1, 1996, between Insignia Financial Group,
Inc., as Guarantor, and First Union National Bank of
South Carolina, as Preferred Guarantee Trustee
(incorporated herein by this reference to Exhibit 4.6
to the Registration Statement).
2.7 Form of 6 and 1/2% Convertible Preferred Securities
(incorporated herein by this reference to Exhibit 4.4
to the Registration Statement).
2.8 Form of 6 and 1/2% Convertible Subordinated Debentures
(incorporated herein by this reference to Exhibit 4.5
to the Registration Statement).
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrants have duly caused
this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized.
Dated: March 17, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
Name: John K. Lines
Title: General Counsel and
Secretary
INSIGNIA FINANCING I
By: /s/ John K. Lines
Name: John K. Lines
Title: Regular Trustee
