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: April 3, 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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Item 5. Other Events
Angeles Mortgage Investment Trust (AMEX: ANM) ("AMIT") and Insignia
Financial Group, Inc. (NYSE: IFS) ("Insignia") jointly announced that they have
entered into a non-binding agreement in principle to effect a tax-free
combination of AMIT and Insignia Properties Trust ("IPT"), an entity 99% owned
by Insignia and its affiliates.
The proposed transaction contemplates the issuance by AMIT of its Class A
shares, at a value of $16.25 per share in exchange for all of the shares of IPT,
valued at approximately $190 million.
The resulting combined entity, which would be owned 82% by Insignia and its
affiliates, would have net assets of approximately $230 million.
Item 7. Financial Statement and Exhibits
(c) Exhibits
Exhibit No.
99.1 Press Release dated April 3, 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: May 14, 1997
DRAFT
FOR IMMEDIATE RELEASE Contact:
Ann Merguerian
Chief Financial Officer
Angeles Mortgage
Investment Trust
Westlake Village, CA
(805) 449-1335
or
James A. Aston
Chief Financial Officer
Insignia Financial Group, Inc.
Greenville, SC
(864) 239-1660
ANGELES MORTGAGE INVESTMENT TRUST AND INSIGNIA FINANCIAL
GROUP, INC. JOINTLY ANNOUNCE AN AGREEMENT IN PRINCIPLE
Westlake Village, California and Greenville, South Carolina, April 3, 1997
- -- Angeles Mortgage Investment Trust (AMEX: ANM) ("AMIT") and Insignia Financial
Group, Inc. (NYSE: IFS) ("Insignia") jointly announced today that they have
entered into a non-binding agreement in principle to effect a tax-free
combination of AMIT and Insignia Properties Trust ("IPT"), an entity 99% owned
by Insignia and its affiliates.
Both AMIT, a California business trust, and IPT, a Maryland business trust,
are qualified and have elected to be taxed as real estate investment trusts
under the Internal Revenue Code of 1986, as amended.
AMIT, which began trading on the American Stock Exchange in January 1989,
is in the business of originating, acquiring and servicing its own mortgage
portfolio, which is primarily secured by real estate properties. As of December
31, 1996, AMIT had 24 loans outstanding and net assets of $43 million.
The proposed transaction contemplates the issuance by AMIT of its Class A
shares, at a value of $16.25 per share in exchange for all of the shares of IPT,
valued at approximately $190 million.
The resulting combined entity, which would be owned 82% by Insignia and its
affiliates, would have net assets of approximately $230 million.
Insignia is a fully integrated real estate services company specializing in
the ownership and operation of securitized real estate assets. As a full service
real estate management organization, Insignia performs property management,
asset management, investor services, partnership accounting, real estate
investment banking and real estate brokerage services.
IPT's business consists primarily of acquiring and owning interests in
multifamily residential properties through ownership of limited and general
partner interests in limited partnerships, which hold such real estate
properties. IPT and its affiliated operating limited partnership own an
aggregate of from 0.09% to 54.02% of the ownership interests of entities which
own, in the aggregate, approximately 195 properties containing approximately
41,827 residential units and approximately 4,673,820 square feet of commercial
space.
The proposed transaction is contingent upon, among other conditions,
satisfactory review of the business, operations, properties and assets of AMIT
and IPT, the negotiation of a definitive agreement between the parties and the
approval of the proposed transaction by certain governmental authorities and by
the trustees and shareholders of AMIT and IPT.
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