UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
Insignia Financial Group, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
457956-20-9
(CUSIP Number)
John F. Hartigan, Esq.
Morgan, Lewis & Bockius
801 South Grand Avenue
Los Angeles, California 90017
(213) 612-2500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 6, 1997
(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 / /
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.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
C/M: 11926.0035 447411.1
<PAGE>
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CUSIP No. 457956-20-9 SCHEDULE 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APTS Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,315,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
---------------------------------------------------
8 SHARED VOTING POWER
-0-
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,315,000
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,315,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11926.0035 447411.1
<PAGE>
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CUSIP No. 457956-20-9 SCHEDULE 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APTS Partners II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
1,110,670
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8 SHARED VOTING POWER
-0-
------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,110,670
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,110,670 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11926.0035 447411.1
<PAGE>
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CUSIP No. 457956-20-9 SCHEDULE 13D Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APTS Partners III, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,117,732
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8 SHARED VOTING POWER
-0-
------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,117,732
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,117,732 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11926.0035 447411.1
<PAGE>
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CUSIP No. 457956-20-9 SCHEDULE 13D Page 5 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APTS Partners IV-AB, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
200,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8 SHARED VOTING POWER
-0-
------------------------------------------------------
9 SOLE DISPOSITIVE POWER
200,000
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11926.0035 447411.1
<PAGE>
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CUSIP No. 457956-20-9 SCHEDULE 13D Page 6 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APTS V, L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b) 0
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
151,248
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------
8 SHARED VOTING POWER
-0-
------------------------------------------------------
9 SOLE DISPOSITIVE POWER
151,248
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,248 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11926.0035 447411.1
<PAGE>
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CUSIP No. 457956-20-9 SCHEDULE 13D Page 7 of 10 Pages
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This Amendment No. 5 amends and supplements the Schedule 13D, dated May
10, 1995 (the "Schedule 13D") which was originally filed jointly by APTS
Partners, L.P. and APTS Partners II, L.P., as amended and supplemented by
Amendment No. 1 to the Schedule 13D, dated June 12, 1995, filed jointly by APTS
Partners, L.P., APTS Partners II, L.P and APTS Partners III, L.P., as amended
and supplemented by Amendment No. 2 to the Schedule 13D, dated July 7, 1995,
filed jointly by APTS Partners, L.P., APTS Partners II, L.P., APTS Partners III,
L.P., and APTS Partners IV-AB, L.P., as amended and supplemented by Amendment
No. 3 to the Schedule 13D, dated July 27, 1995, filed jointly by APTS Partners,
L.P., APTS Partners II, L.P., APTS Partners III, L.P., and APTS Partners IV-AB,
L.P., as amended and supplemented by Amendment No. 4 to the Schedule 13D, dated
July 27, 1995, filed jointly by APTS Partners, L.P., APTS Partners II, L.P.,
APTS Partners III, L.P., APTS Partners IV-AB, L.P. and APTS V, L.L.C.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated by inserting the
following paragraph after the penultimate paragraph thereof:
On November 15, 1996, in accordance with various registration
rights agreements, the Reporting Persons requested that all of their shares of
Common Stock and all of the shares of Common Stock issuable upon exercise of
their warrants be included in a registration statement under the Securities Act
of 1993, as amended, which was filed by the Issuer on or about December 12,
1996. The Reporting Persons may also consolidate record ownership of their
Common Stock and warrants to purchase Common Stock by transferring such Common
Stock and warrants to one or more of such Reporting Persons. The Reporting
Persons may consider utilizing in the ordinary course of their business from
time to time some or all of the foregoing securities as collateral in connection
with customary financial institution margin loans or other related forms of
indebtedness.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (b) are hereby amended and restated as follows:
(a) and (b). The aggregate percentage of shares of Common
Stock reported beneficially owned by the Reporting Persons is based upon
28,796,039 shares of Common Stock outstanding as reported in the Issuer's
Quarterly Report on Form 10-Q dated November 12, 1996. The Reporting Persons
beneficially own (i) 2,501,734 shares of Common Stock; and (ii) the January
Warrants, the May Warrants and the December Warrants, which may be exercised to
purchase 1,392,916 shares of Common Stock in the aggregate, or an aggregate of
3,894,650 shares of Common Stock which shares represent 12.9% of the outstanding
Common Stock (calculated in accordance with SEC Rule 13d-3). APTS I beneficially
owns and has the sole power to vote and dispose of 1,315,000 shares of Common
Stock, which represent 4.4% of the outstanding Common Stock (calculated in
accordance with SEC Rule 13d-3). APTS II beneficially owns and has the sole
power to vote and dispose of 1,110,670 shares of Common Stock, which represent
3.9% of the outstanding Common Stock (calculated in accordance with SEC Rule
13d-3). APTS III beneficially owns and has the sole power to vote and dispose of
1,117,732 shares of Common Stock, which represent 3.9% of the outstanding Common
Stock (calculated in accordance with SEC Rule 13d-3). APTS IV-AB beneficially
owns and has the sole power to vote and dispose of 200,000 shares of Common
Stock, which represent 0.7% of the outstanding Common Stock (calculated in
accordance with SEC Rule 13d-3). APTS V beneficially owns and has the sole power
to vote and dispose of 151,248 shares of Common Stock, which represent 0.5% of
the outstanding Common Stock (calculated
C/M: 11926.0035 447411.1
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CUSIP No. 457956-20-9 SCHEDULE 13D Page 8 of 10 Pages
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in accordance with SEC Rule 13d-3). Each of APTS GP and APTS Acquisition
indirectly beneficially owns and has the sole power to vote and dispose of
2,632,732 shares of Common Stock, which represent 8.7% of the outstanding Common
Stock (calculated in accordance with SEC Rule 13d-3). AREIF indirectly
beneficially owns and has the sole power to vote and dispose of 1,261,918 shares
of Common Stock, which represent 4.4% of the outstanding Common Stock
(calculated in accordance with SEC Rule 13d-3).
Neither the Reporting Persons nor any Reporting Group Related
Person owns or otherwise has sole or shared power to vote or dispose of any
shares of Common Stock other than the securities described above.
(c) On January 6, 1997 APTS II transferred an aggregate of
398,392 shares of Common Stock to Farallon Capital Partners, L.P., RR Capital
Partners, L.P. and Yale University, three of its limited partners, in redemption
of the limited partnership interests of such entities in APTS II pursuant to a
redemption agreement dated as of January 6, 1997 (the "Redemption Agreement")
among APTS II, AREIF, Farallon Capital Partners, L.P., RR Capital Partners,
L.P., Yale University and the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Item 6 is hereby amended by inserting the following at the end
thereof:
The terms of the Redemption Agreement provide, among other
things, for the distribution by APTS to Farallon Capital Partners, L.P., RR
Capital Partners, L.P. and Yale University of an aggregate of 398,332 shares of
Common Stock in complete redemption and extinguishment of the limited
partnership interests of such entities in APTS II. Reference is made to Exhibit
24 for a complete description of the Redemption Agreement.
Item 7. Material Filed as Exhibits.
1. Stock and Warrant Purchase Agreement, dated as of January 17, 1995,
among APTS I, the Issuer and (as to specified provisions) Andrew L.
Farkas, including certain Exhibits thereto.*
2. Warrant Agreement, dated as of January 17, 1995, between APTS I and
the Issuer.*
3. Warrant Purchase Agreement, dated May 10, 1995, among APTS I, the
Issuer and certain selling Warrantholders.*
4. Warrant No. 13, for 300,000 shares of the Issuer's Class A Common
Stock, issued in the name of APTS I.*
- --------
* Previously filed as part of this Schedule 13D.
C/M: 11926.0035 447411.1
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CUSIP No. 457956-20-9 SCHEDULE 13D Page 9 of 10 Pages
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5. Warrant Exercise Agreement, dated May 10, 1995, between APTS I and the
Issuer, with respect to Warrant No. 13 for 300,000 shares.*
6. Warrant No. 14, for 137,500 shares of the Issuer's Class A Common
Stock, issued in the name of APTS I.*
7. Warrant Exercise Agreement, dated May 10, 1995, between APTS I and the
Issuer, with respect to Warrant No. 14 for 137,500 shares.*
8. Registration Rights Agreements, dated as of May 10, 1995, between APTS
I and the Issuer.*
9. Letter Agreement, dated as of June 7, 1995, between APTS III and the
Issuer.*
10. Note Purchase Agreement, dated as of June 7, 1995, among APTS III, the
Issuer and Gordon Investment, Inc.*
11. Subordinated Convertible Promissory Note dated December 8, 1994 of the
Issuer, as amended effective June 7, 1995.*
12. Registration Rights Agreement, dated as of June 7, 1995, between APTS
III and the Issuer.*
13. Stock Purchase Agreement, dated as of June 28, 1995, between APTS
IV-AB and M-VI Limited Liability Company.*
14. Registration Rights Agreement, dated as of June 28, 1995, between the
Issuer and APTS IV-AB.*
15. Letter Agreement, dated as of June 28, 1995, between AREIF and
Farallon Capital Management, Inc.*
16. Letter Agreement, dated as of July 24, 1995, between AREIF and
Farallon Capital Management, Inc.*
17. Stockholders Agreement, dated as of May 27, 1992, among the Issuer,
APTS IV- AB and holders of Common Stock not affiliated with APTS
IV-AB.*
18. Assumption Agreement, dated as of July 24, 1995, among the Issuer,
APTS IV- AB and holders of Common Stock not affiliated with APTS
IV-AB.*
19. Stock and Warrant Purchase Agreement, dated as of December 5, 1995,
between APTS V and Gotham.*
20. Registration Rights Agreement, dated as of December 5, 1995 between
the Issuer and APTS V.*
- --------
* Previously filed as part of this Schedule 13D.
C/M: 11926.0035 447411.1
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CUSIP No. 457956-20-9 SCHEDULE 13D Page 10 of 10 Pages
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21. Letter Agreement, dated December 1, 1995 between the Issuer and APTS
V.*
22. Amended and Restated Warrant Agreement, dated as of April 14, 1995,
between the Issuer and Angeles Corporation.*
23. Letter Agreement, dated December 4, 1995, between APTS V and Lehman
Brothers Inc.*
24. Redemption Agreement dated as of January 6, 1997 among APTS II, AREIF,
Farallon Capital Partners, L.P., RR Capital Partners, L.P., Yale
University and the Issuer.*
- --------
* Previously filed as part of this Schedule 13D.
C/M: 11926.0035 447411.1
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
filed jointly with the other undersigned parties.
Dated: January 13, 1997
APTS PARTNERS, L.P.
By: APTS GP Partners, L.P.,
its general partner
By: APTS Acquisition Corporation, its
general partner
By /s/ Stuart Koenig
Name: Stuart Koenig
Title: Vice President
APTS PARTNERS II, L.P.
By: Apollo Real Estate Investment Fund, L.P.,
its general partner
By: Apollo Real Estate Advisors, L.P,
its managing general partner
By: Apollo Real Estate
Management, Inc., its general
partner
By: /s/Stuart Koenig
Name: Stuart Koenig
Title: Vice President
APTS PARTNERS III, L.P.
By: APTS GP Partners, L.P.,
its general partner
By: APTS Acquisition Corporation, its
general partner
By: /s/Stuart Koenig
Name: Stuart Koenig
Title: Vice President
C/M: 11926.0035 447411.1
<PAGE>
APTS PARTNERS IV-AB, L.P.
By: APTS GP Partners, L.P.,
its general partner
By: APTS Acquisition Corporation,its
general partner
By: /s/Stuart Koenig
Name: Stuart Koenig
Title: Vice President
APTS V, L.L.C.
By: Apollo Real Estate Investment Fund, L.P.,
its manager
By: Apollo Real Estate Advisors, L.P.,
its managing partner
By: Apollo Real Estate Management,
Inc., its general partner
By: /s/Stuart Koenig
Name: Stuart Koenig
Title: Vice President
C/M: 11926.0035 447411.1
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
1. Stock and Warrant Purchase Agreement, dated as of January 17,
1995, among APTS I, the Issuer and (as to specified provisions)
Andrew L. Farkas, including certain Exhibits thereto.*
2. Warrant Agreement, dated as of January 17, 1995, between APTS I
and the Issuer.*
3. Warrant Purchase Agreement, dated May 10, 1995, among APTS I, the
Issuer and certain selling Warrantholders.*
4. Warrant No. 13, for 300,000 shares of the Issuer's Class A Common
Stock, issued in the name of APTS I.*
5. Warrant Exercise Agreement, dated May 10, 1995, between APTS I
and the Issuer, with respect to Warrant No. 13 for 300, 000
shares.*
6. Warrant No. 14, for 137,500 shares of the Issuer's Class A Common
Stock, issued in the name of APTS I.*
7. Warrant Exercise Agreement, dated May 10, 1995, between APTS I
and the Issuer, with respect to Warrant No. 14 for 137,500
shares.*
8. Registration Rights Agreements, dated May 10, 1995, between APTS
I and the Issuer.*
9. Letter Agreement, dated as of June 7, 1995, between APTS III and
the Issuer.*
10. Note Purchase Agreement, dated as of June 7, 1995, among APTS
III, the Issuer and Gordon Investment, Inc..*
11. Subordinated Convertible Promissory Note dated December 8, 1994
of the Issuer, as amended effective June 7, 1995.*
12. Registration Rights Agreement, dated as of June 7, 1995, between
APTS III and the Issuer.*
13. Stock Purchase Agreement, dated as of June 28, 1995, between APTS
IV-AB and M-VI Limited Liability Company.*
14. Registration Rights Agreement, dated as of June 28, 1995, between
the Issuer and APTS IV-AB.*
15. Letter Agreement, dated as of June 28, 1995, between AREIF and
Farallon Capital Management, Inc.*
- --------
* Previously filed.
C/M: 11926.0035 447411.1
<PAGE>
16. Letter Agreement, dated as of July 24, 1995, between AREIF and
Farallon Capital Management, Inc.*
17. Stockholders Agreement, dated as of May 27, 1992, by and among
the Issuer, APTS IV- AB and holders of Common Stock not
affiliated with APTS IV-AB.*
18. Assumption Agreement, dated as of July 24, 1995, by and among the
Issuer, APTS IV- AB and holders of Common Stock not affiliated
with APTS IV-AB.*
19. Stock and Warrant Purchase Agreement, dated as of December 5,
1995, between APTS V and Gotham.*
20. Registration Rights Agreement, dated as of December 5, 1995
between the Issuer and APTS V.*
21. Letter Agreement, dated December 1, 1995 between the Issuer and
APTS V.*
22. Amended and Restated Warrant Agreement, dated as of April 14,
1995, between the Issuer and Angeles Corporation.*
23. Letter Agreement, dated December 4, 1995, between APTS V and
Lehman Brothers Inc.*
24. Redemption Agreement dated as of January 6, 1997 among APTS II,
AREIF, Farallon Capital Partners, L.P., RR Capital Partners,
L.P., Yale University and the Issuer.
- --------
* Previously filed.
C/M: 11926.0035 447411.1
EXECUTION COPY
REDEMPTION AGREEMENT
Redemption Agreement dated as of January 6, 1997 among
APTS Partners II, L.P. ("APTS II"), Apollo Real Estate Investment
Fund, L.P. (the "GP"), Farallon Capital Partners, L.P. ("FCP"), RR
Capital Partners, L.P. ("RR") and Yale University ("Yale"; and
together with FCP and RR, the "Farallon Partners"), and Insignia
Financial Group, Inc. ("Insignia").
WHEREAS, pursuant to a Stock and Warrant Purchase Agreement dated as
of January 17, 1995 (the "Stock Purchase Agreement"), by and between Insignia
and APT'S Partners, L.P. ("APTS"), APTS purchased 15,000 shares (the "Preferred
Shares") of 7.5% Step Up Rate Cumulative Convertible Preferred Stock of
Insignia, which Preferred Shares were subsequently converted to 1,509,062 shares
of Class A Common Stock (the "Common Shares") of Insignia.
WHEREAS, APTS subsequently contributed the Preferred Shares and
certain of its rights under the Stock Purchase Agreement to APTS 11 and became
the sole limited partner of APTS II.
WHEREAS, pursuant to an Assignment of Limited Partnership Interest
dated as of May 19, 1995, APT'S transferred to the Farallon Partners (or their
predecessors-in-interest) 4/15ths (the "Pro Rata Share") of its limited
partnership interest in APTS II to the Farallon Partners.
WHEREAS, the Farallon Partners, the GP and APTS II wish to redeem
the limited ted partnership interests of the Farallon Partners in APTS II.
NOW, THEREFORE, in consideration of the mutual premises set forth
herein, the parties hereto agree as follows:
1. In complete redemption and extinguishment of the
Farallon Partners' limited partnership interests in APTS II:
a. APTS II shall and does hereby distribute and assign to the
Farallon Partners, in the proportions set forth on Schedule A, the Farallon
Partners' Pro Rata Share of the Common Shares held by APTS II or 398,392 Common
Shares (the "Farallon Shares") and, within two business days of the date hereof,
shall deliver to Insignia's transfer agent its certificate representing
1,509,062 shares of Common Stock with instructions to issue a share certificate
to APTS 11 representing 1,110,670 shares of Common Stock and to each Farallon
Partner a share certificate representing such Farallon Partner's proportionate
interest in the Farallon Shares as set forth on Schedule A; and
C/M 11926.0035 447757.1
<PAGE>
b. APTS II hereby assigns and distributes to the Farallon
Partners, in the proportions set forth on Schedule A, a Pro Rata Share of the
rights under Section 5.13 of the Stock Purchase Agreement (the "Contract
Rights").
2. a. APTS II hereby represents and warrants to the Farallon
Partners that: (a) APTS II is delivering to the Farallon Partners good and
marketable title to the Farallon Shares free and clear of any liens and
encumbrances and such Farallon Shares are duly issued, fully paid and
non-assessable; (b) APTS II has not waived or agreed to any amendment of any
term or provision of Section 5.13 of the Stock Purchase Agreement; and (c ) APTS
II does not hold any cash, assets or properties other than 1,509,062 shares of
Common Stock.
b. Each of the Farallon Partners represents and warrants to
APTS II that it is the legal and beneficial owner of its limited partnership
interest in APTS II.
3. a. The Farallon Partners, for $10.00 and other good and fair
consideration, receipt of which is hereby acknowledged, hereby release and
discharge for themselves, their agents, successors and assigns (collectively the
"Farallon Releasors"), APTS II, the GP and their respective partners, agents,
predecessors, successors and assigns from any and all obligations, claims,
actions, causes of action, debts, sums of money, accounts, agreements, promises,
damages, and demands whatsoever arising under, by virtue of or relating to the
agreement of limited partnership of APTS II dated as of May 19, 1995 (the
"Limited Partnership Agreement") or the investment by the Farallon Partners in
APTS II or the Common Stock, in law, equity or otherwise, in each case whether
known or unknown, asserted or unasserted, from the beginning of the world to the
date of this Agreement, which the Farallon Releasors ever had, now have, or
which the Farallon Releasors, their successors or assigns or any of them
hereafter can, shall or may have.
b. APTS II and the GP, for $10.00 and other good and fair
consideration, receipt of which is hereby acknowledged, hereby release and
discharge for themselves, their agents, successors and assigns (collectively the
"APTS Releasors"), the Farallon Partners and their respective partners, agents,
predecessors, successors and assigns from any and all obligations, claims,
actions, causes of action, debts, sums of money, accounts, agreements, promises,
damages, and demands whatsoever arising under, by virtue of or relating to the
Limited Partnership Agreement or the investment by the Farallon Partners in APTS
II or the Common Stock or the investment by APTS II in the Common Stock, in law,
equity or otherwise, in each case whether known or unknown, asserted or
unasserted, from the beginning of the world to the date of this Agreement, which
the APTS Releasors ever had, now have, or
C/M 11926.0035 447757.1
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which the APTS Releasors, their successors or assigns or any of them hereafter
can, shall or may have.
c. Notwithstanding the foregoing provisions of this paragraph
3, no party to this Agreement releases any other party hereto from any
representations, warranties, covenants, agreements, or obligations under this
Agreement.
4. APTS II agrees to execute and deliver, or to cause to be executed
and delivered all such instruments, and to take all such actions as the Farallon
Partners may reasonably request in order to effectuate the intent and purposes
of, and to carry out the terms of this Agreement.
5. Insignia hereby acknowledges and consents to the
Distribution and assignment of the Farallon Shares and the Contract
Rights to the Farallon Partners.
6. This Agreement shall be construed and the obligations of the
parties hereunder shall be determined in accordance with the laws of the State
of New York (without regard to any conflict of laws provisions thereof) and
applicable federal law.
7. This Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, shall be an original, but all of
which together shall constitute one agreement binding all of the parties hereto.
C/M 11926.0035 447757.1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the date first written above.
FARALLON CAPITAL PARTNERS, L.P.
RR CAPITAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ Melidy Moore
Managing Agent
YALE UNIVERSITY
By: Farallon Capital Management, L.L.C.,
its Agent and Attorney-in-Fact
By: /s/ Melidy Moore
Managing Member
APOLLO REAL ESTATE INVESTMENT FUND, L.P.
By: APOLLO REAL ESTATE ADVISORS, L.P.
Managing Partner
By: /s/ Melidy Moore
Name: Melidy Moore
Title: Managing Partner
C/M 11926.0035 447757.1
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APTS PARTNERS II, L.P.
By: APOLLO REAL ESTATE INVESTMENT FUND,
L.P.
General Partner
By: APOLLO REAL ESTATE ADVISORS, L.P.
Managing Partner
By: APOLLO REAL ESTATE MANAGEMENT, INC.
General Partner
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
Title: Vice President
AGREED AND ACKNOWLEDGED
AS TO PARAGRAPH 5:
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Andrew L. Farkas
Name: Andrew L. Farkas
Title: Chairman, President & CEO
C/M 11926.0035 447757.1
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Schedule A
Percentages
- -------------------------------------------------------------------------
Name Percentage Shares
- -------------------------------------------------------------------------
Farallon Capital Partners, L.P. 35.0% 139,437
- -------------------------------------------------------------------------
Farallon Capital Management, L.L.C., 62.5% 248,995
on behalf of Yale University
- -------------------------------------------------------------------------
RR Capital Partners, L.P. 2.5% 9,960
----- -------
- -------------------------------------------------------------------------
100.0% 398,392
- -------------------------------------------------------------------------
C/M 11926.0035 447757.1
