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: November 14, 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
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<PAGE>
Item 5. Other Events
Item 7. Financial Statement and Exhibits
(c) Exhibits
Exhibit No.
99.1 Press Release dated November 17, 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 18, 1997
FOR IMMEDIATE RELEASE For Information Contact:
Frank M. Garrison
Executive Managing Director
(615) 783-1022
INSIGNIA FINANCIAL GROUP ANNOUNCES FILING OF
PRELIMINARY MERGER DISCLOSURE DOCUMENT BY REIT SUBSIDIARY
GREENVILLE, SOUTH CAROLINA, November 17, 1997 - Insignia Financial Group,
Inc. (NYSE: IFS) today announced that the preliminary Proxy Statement/Prospectus
relating to the pending merger of Insignia's 75% owned REIT subsidiary, Insignia
Properties Trust ("IPT"), with Angeles Mortgage Investment Trust ("AMIT") (AMEX:
ANM), was filed with the Securities and Exchange Commission on Friday, November
14, 1997. Under the terms of the merger agreement, upon consummation of the
merger each outstanding AMIT Class A share would be converted into 1.55 common
shares of IPT, par value $.01 per share ("IPT Common Shares"). This exchange
ratio is subject to adjustment in the event that either IPT or AMIT declares
additional dividends prior to the consummation of the merger. All IPT Common
Shares issued in the merger will be newly issued shares of IPT.
IPT was formed by Insignia as the primary multi-family real estate
ownership and acquisition vehicle of Insignia. IPT currently owns equity
interests ranging from 1% to 63% in entities which own, in the aggregate,
approximately 184 properties, comprised of approximately 41,800 units of
multi-family residential housing and approximately 4,200,000 square feet of
commercial space.
The preliminary Proxy Statement/Prospectus was filed confidentially under
the SEC's proxy rules, and thus copies are not publicly available at this time.
A registration statement (of which the Proxy/Statement Prospectus will form a
part) relating to the IPT Common Shares to be issued in the merger has not been
filed with the Securities and Exchange Commission or become effective. The IPT
Common Shares may not be sold nor may offers to buy be accepted prior to the
time a registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of IPT Common Shares pursuant to the merger in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.
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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