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: July 21, 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 ("AMIT") and Insignia Properties Trust
("IPT"), a REIT that is a controlled, majority owned affiliate of Insignia
Financial Group, Inc. ("Insignia"), announced that AMIT and IPT have executed
definitive agreements to effect a non-taxable merger of the two entities.
The definitive agreement provides that each share of the Class A stock of
AMIT will be valued at $16.25 and exchanged for 1.625 shares of the Common Stock
of IPT valued for purposes of the merger at $10.00 per share. The exchange ratio
will be adjusted to reflect dividends and earnings of the respective trusts from
December 31, 1996, through the closing of the transaction. Upon completion of
the merger, the combined entity will be named Insignia Properties Trust and will
continue to be publicly traded. Closing of the merger is contingent upon, among
other things, AMIT's receipt of a fairness opinion, and the approval of the
proposed transaction by certain governmental authorities and by the shareholders
of AMIT and IPT.
Item 7. Financial Statement and Exhibits
(c) Exhibits
Exhibit No.
99.1 Press Release dated July 21, 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 and Secretary
Date: August 1, 1997
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Ann Merguerian James A. Aston
Chief Financial Officer President
Angeles Mortgage Investment Trust Insignia Properties Trust
Westlake Village, California 91362 Greenville, SC 29602
(805) 449-1335 (864) 239-1660
ANGELES MORTGAGE INVESTMENT TRUST & INSIGNIA PROPERTIES TRUST ANNOUNCE EXECUTION
OF DEFINITIVE MERGER AGREEMENT; IPT COMPLETES $50 MILLION EQUITY PRIVATE
PLACEMENT
Westlake Village, California, and Greenville, South Carolina, July 21,
1997. Angeles Mortgage Investment Trust (AMEX:ANM) ("AMIT") and Insignia
Properties Trust ("IPT"), a REIT that is a controlled, majority owned affiliate
of Insignia Financial Group, Inc. (NYSE:IFS) ("Insignia"), announced today that
AMIT and IPT have executed definitive agreements to effect a non-taxable merger
of the two entities.
AMIT, which began trading on the American Stock Exchange in January 1989,
is in the business of originating, acquiring and servicing its own loan
portfolio, which is primarily secured by real estate properties. As of March, 31
1997, AMIT held 25 assets including loans and real estate with an aggregate net
asset value of approximately $43 million.
IPT was formed by Insignia as the primary multi-family real estate
ownership and acquisition vehicle of Insignia. Over the course of the past
several years, Insignia has completed a series of tender offers for limited
partnership interests and has otherwise acquired limited partnership interests
in partnerships in which Insignia or its affiliates also serve as general
partner. The vast majority of these limited partnership interests, along with
the general partnership interests have been transferred by Insignia into IPT
and/or its affiliated operating partnership, Insignia Properties, L.P. ("IPLP"),
in exchange for stock in IPT and operating partnership units in IPLP. Currently,
IPT and IPLP own interests ranging from 1% to 54% in entities which own, in the
aggregate, approximately 195 properties including approximately 41,800 units of
multi-family residential housing and approximately 4,673,000 square feet of
commercial space. IPT and IPLP's interests in these assets have an exchange
value of approximately $210 million. The definitive agreement provides that each
AMIT Class A share will be valued at $16.25 and exchanged for 1.625 shares of
IPT Common Stock valued for purposes of the merger at $10.00 per share. The
exchange ratio will be adjusted to reflect dividends and earnings of the
respective trusts from December 31, 1996 through the closing of the transaction.
Upon completion of the merger, the combined entity will continue to be publicly
traded. Closing of the merger is contingent upon, among other things, AMIT's
receipt of a fairness opinion, and the approval of the proposed transaction by
certain governmental authorities and by the shareholders of AMIT and IPT.
In addition to the above, Insignia announced that IPT has received
commitments of in excess of $50 million in equity pursuant to a private
placement recently undertaken by IPT. Combined with a $50 million credit
facility being arranged by IPT, when merged with AMIT the combined entity is
expected to have in excess of approximately $300 million in equity
capitalization at exchange values and $100 million in cash and credit available
for ongoing acquisitions. Subsequent to the proposed merger with AMIT, and after
giving effect to the issuance of stock by IPT pursuant to the private placement,
Insignia would own approximately 70% of the combined entity.
With corporate headquarters in Greenville, South Carolina, Insignia
Financial Group, Inc. is a fully-integrated real estate services company.
Insignia is the largest manager of multifamily residential properties in the
United States and is also among the largest managers of commercial properties.
Insignia commenced operations in December 1990 and has since grown to provide
property and/or asset management services for approximately 2,600 properties
which include approximately 270,000 residential units (including cooperative and
condominium units), and approximately 146.7 million square feet of commercial
space located in over 500 cities and 48 states.
Certain items in this press release may constitute forward-looking
statements within the meaning of the Private Litigation Reform Act of 1995 (the
"Reform Act") and as such may involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. 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 of 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.
