SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 17, 1997
(Date of earliest event reported)
INSIGNIA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19066 13-3591193
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (864) 239-1000
______________________________________
<PAGE>
Item 5. Other Events
Item 7. Financial Statement and Exhibits
(c) Exhibits
Exhibit No.
99.1 Press Release dated October 30, 1997
99.2 Press Release dated November 18, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
---------------------------
John K. Lines
General Counsel
Date: November 20, 1997
FOR IMMEDIATE RELEASE CONTACT: Frank M. Garrison
Executive Managing Director
Insignia Financial Group, Inc.
(615) 783-1022
INSIGNIA FINANCIAL GROUP CONTINUES ACQUISITION PROGRAM
WITH PURCHASE OF BARNES, MORRIS, PARDOE & FOSTER
Acquisition Boosts Commercial Services Capabilities in Washington, D.C. Area
Washington, D.C., Oct. 30, 1997 -- Continuing the pace of its acquisition
program, Insignia Financial Group, Inc. (NYSE: IFS) today announced a definitive
agreement to purchase Barnes, Morris, Pardoe & Foster, one of the leading
commercial real estate services firms in the greater Washington, D.C. area. The
purchase price was not disclosed. The acquisition is another key move for
Insignia in the ongoing development of its nationwide commercial real estate
operations.
The acquisition of Barnes Morris comes within weeks of Insignia's entry
into the residential real estate brokerage industry, with the purchase of Realty
One, the nation's 10th largest independent residential brokerage firm, for $39
million. Barnes Morris is the tenth company acquired by Insignia in 1997,
including its sixth this year in the commercial arena. With annual revenues in
excess of $24 million, Barnes Morris is one of the largest full-service
commercial real estate firms in the greater Washington, D.C. area. Its
third-party management portfolio, totaling in excess of 9 million sq. ft., is
among the largest in the region.
Another Building Block in Acquisition Plan
"Barnes Morris represents another building block in our acquisition
program. It fits precisely with our strategy of integrating into our
organization the finest independent service-providers in order to create a
seamless, high-quality delivery system capable of meeting virtually any real
estate requirement on a national and international basis," said Andrew L.
Farkas, president, chairman and chief executive officer of Insignia Financial
Group. "We regard Barnes Morris as the ESG of the Washington marketplace. It
enjoys a strong position in key service lines, including tenant representation,
management, consulting and investment sales," he added. "There will be
tremendous advantages in pairing Barnes Morris with our other full-service
commercial operations, including Insignia/ESG in New York, Insignia/FC&S in
Chicago and others." "We continue to adhere to a strict pricing discipline while
pursuing acquisitions," Mr. Farkas added. "All the transactions executed this
year fall well within our investment parameters. We offer other companies a
unique formula with respect to the creation of a fully-integrated, global real
estate services provider. This advantage actively aids our acquisition program."
"Our business plan in commercial real estate calls for a combination of
selective acquisition of top-tier companies in major central business districts
and sustained organic growth through increased volume with existing and new
clients," he continued. "In total, our acquisitions this year have augmented our
commercial portfolio by some 25 million sq. ft. When coupled with strong
internally-generated growth, our national property services portfolio has
reached 160 million sq. ft., putting Insignia squarely among the leaders in the
commercial field."
Strong Regional Growth Opportunities
The greater Washington, D.C. area comprises the second-largest commercial
real estate market in the country, with a total inventory of office space in
excess of 300 million sq. ft. It also has one of the lowest office vacancy rates
at 8.0%. "Establishing a leadership position in the Washington marketplace has
been a high priority for us," said Stephen B. Siegel, president and chief
executive officer of Insignia Commercial Group, Inc. "I've long felt that we
would not be truly successful nationally without significant operations in
Washington. We believe that Barnes Morris has -- without question -- the
strongest pedigree and breadth of talent of any firm in this marketplace, and is
absolutely the best partner to help us fulfill our regional growth objectives."
Mr. Siegel added that Barnes Morris would be a catalyst for Insignia's growth
not only in the Washington area, but throughout the economically-strong
Mid-Atlantic region. Barnes Morris will operate as Insignia/Barnes Morris.
Robert L. Cohen, the firm's chairman and chief executive officer, has been named
President of Insignia Commercial Group's Mid-Atlantic Region. The Washington
area offices will continue to be run on a day-to-day basis by Petch Gibbons,
Barnes Morris' current president. Barnes Morris, founded in 1961, has 278
employees in four Washington, D. C. area offices , including 70 salespeople and
brokers. It maintains two Downtown offices, including its headquarters at 601
Thirteenth Street, NW, and suburban offices in Bethesda, MD and McLean, VA.
Known for Sophisticated Services
The firm has long been recognized for its stellar client list and the
sophistication of its services. Emblematic of this, Barnes Morris recently
completed a $45.75 million sale-leaseback of the Clarksburg, MD headquarters of
COMSAT Corporation and a build-to-suit transaction for the regional headquarters
of the Oracle Corporation. Among its other notable corporate clients are the
Bureau of National Affairs, the largest private employer in Washington, D.C.,
Host Marriott Services and Watson Wyatt Worldwide.
The firm's property management portfolio includes such award-winning
buildings as The Ellipse at Ballston in Arlington, VA and 1201 New York Avenue
in Washington, D.C. Major institutional clients include TA Associates and The
Principal Financial Group. Insignia's existing Washington area management
portfolio, comprising four properties, will be merged into Insignia/Barnes
Morris, creating a combined portfolio of 9.7 million sq. ft. Heightened
Acquisition Pace; Disciplined Pricing Strategy For Insignia, the Barnes Morris
purchase reflects a brisk pace of recent acquisition activity, including five
acquisitions in the past six weeks.
In addition to Barnes Morris and Realty One, these include the purchase of
Forum Properties, a Portland, OR-based commercial services firm, First Winthrop
Corporation and a general partnership interest in Winthrop Financial Associates
comprising approximately 16,500 apartment units and a 60% stake in CAGISA, one
of the leading privately-held property management companies in Italy. CAGISA
represents the launch of Insignia's international strategy. "Our well-targeted
acquisition program has added considerable new resources and capabilities to our
company this year," Mr. Farkas said. "They will prove to be an enormous asset to
our company and its shareholders."
Certain items discussed in this press release may contain forward-looking
statements within the meaning of the Private Securities Reform Act of 1995 (the
"Reform Act") and as such may involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements to
differ materially from the results, performance or achievements expressed or
implied by such forward-looking statements, including a change in the climate
for acquisitions of the natu the Company has been making, a downturn in the
projected business of Barnes Morris or the Company's other business units. Such
forward-looking statements speak only as of the date of this press release. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.
Insignia Financial Group, Inc. is a fully-integrated real estate services
company based in Greenville, SC. Insignia is the largest manager of multi-family
residential properties in the U.S., and is among the largest managers of
commercial properties. Since commencing operations in 1990, Insignia has grown
to provide services for 2,600 properties located in over 500 cities in 48
states. Its portfolio includes 290,000 residential units (including cooperative
and condominium units) and approximately 160 million sq. ft. of office, retail
and commercial space.
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For Immediate Release Contact: Frank Garrison
Insignia Financial Group, Inc.
(615) 783-1000
INSIGNIA FINANCIAL GROUP COMPLETES ACQUISITION OF
BARNES, MORRIS, PARDOE & FOSTER, LEADING WASHINGTON, D.C. AREA
COMMERCIAL SERVICES PROVIDER
Washington, D.C., Nov. 18, 1997 -- Insignia Financial Group, Inc. (NYSE:
IFS) today announced that it has completed its previously-announced acquisition
of Barnes, Morris, Pardoe & Foster, one of the leading commercial real estate
services firms in the greater Washington, D.C. area. The purchase price was not
disclosed.
The acquisition is another key move for Insignia in the ongoing development
of its nationwide commercial operations, significantly enhancing its
transactional and management capabilities in the country's second-largest
commercial real estate market.
"Barnes Morris represents another building block in our acquisition
program. It fits precisely with our strategy of integrating into our
organization the finest independent service-providers in order to create a
seamless, high-quality delivery system capable of meeting virtually any real
estate requirement on a national and international basis," said Andrew L.
Farkas, President, Chairman and Chief Executive Officer of Insignia Financial
Group.
"We regard Barnes Morris as the Edward S. Gordon Company of the Washington
marketplace. It enjoys a strong position in key service lines, including tenant
representation, management, consulting and investment sales," he added. "There
will be tremendous advantages in pairing Barnes Morris with our other
full-service commercial operations, including Insignia/ESG in New York,
Insignia/FC&S in Chicago and others."
Barnes Morris is Insignia's tenth acquisition thus far in 1997, and its
sixth in the commercial arena. "We continue to adhere to a strict pricing
discipline while pursuing acquisitions," Mr. Farkas added. "All the transactions
executed this year fall well within our investment parameters. We offer other
companies a unique formula with respect to the creation of a fully-integrated,
global real estate services provider. This advantage actively aids our
acquisition program."
Founded in 1961, Barnes Morris has annual revenues in excess of $24 million
generated from four Washington area offices. The company provides services for
stellar corporate clients, including the Bureau of National Affairs, the largest
private employer in Washington, D.C., COMSAT Corporation, Host Marriott
Services, Oracle Corporation and Watson Wyatt Worldwide, and is one of the
region's largest third-party managers of commercial properties. Its total
portfolio, when combined with Insignia's existing properties in the region,
totals nearly 10 million sq. ft.
Certain items discussed in this press release may contain forward-looking
statements within the meaning of the Private Securities Reform Act of 1995 (the
"Reform Act") and as such, may involve known and unknown risks, uncertainties
and other factors which may cause actual results, performance or achievements to
differ materially from the results, performance or achievements expressed or
implied by such forward-looking statements, including a change in the climate
for acquisitions the Company has been making, a downturn in the projected
business of Barnes Morris or the Company's other business units. Such
forward-looking statements speak only as of the date of this press release.
The Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company's expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based.
Insignia Financial Group, Inc. is a fully-integrated real estate services
company based in Greenville, SC. Insignia is the largest manager of multi-family
residential properties in the U.S., and is among the largest managers of
commercial properties. Since commencing operations in 1990, Insignia has grown
to provide services for 2,600 properties located in over 500 cities in 48 states
and overseas. Its portfolio includes 290,000 residential units (including
cooperative and condominium units) and more than 160 million sq. ft. of office,
retail and commercial space.
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