UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
INSIGNIA/ESG HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
45766D 10 0 (Common Stock)
(CUSIP Number)
Andrew L. Farkas
Insignia/ESG Holdings, Inc.
375 Park Avenue
New York, New York 10152
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 21, 1998
(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 that is the subject
of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13(d)-1(f) or 13(d)-1(g), check the following
box.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
CUSIP No. 45766D 10 0
1
NAME OF REPORTING PERSONS
Metropolitan Acquisition Partners V, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
413,703
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
413,703
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,703
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14
TYPE OF REPORTING PERSON*
PN
CUSIP No. 45766D 10 0
1
NAME OF REPORTING PERSONS
MV, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
544,141
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
544,141
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
544,141
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14
TYPE OF REPORTING PERSON*
CO
CUSIP No. 45766D 10 0
1
NAME OF REPORTING PERSONS
Andrew L. Farkas
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
144,698
8
SHARED VOTING POWER
2,431,699
9
SOLE DISPOSITIVE POWER
144,698
10
SHARED DISPOSITIVE POWER
2,431,699
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,576,397
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
14
TYPE OF REPORTING PERSON*
IN
CUSIP No. 45766D 10 0
1
NAME OF REPORTING PERSONS
Metropolitan Acquisition Partners IV, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
1,175,051
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
1,175,051
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,175,051
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14
TYPE OF REPORTING PERSON*
PN
CUSIP No. 45766D 10 0
1
NAME OF REPORTING PERSONS
Metro Shelter Directives, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
1,769,942
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
1,769,942
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,769,942
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14
TYPE OF REPORTING PERSON*
CO
CUSIP No. 45766D 10 0
1
NAME OF REPORTING PERSONS
R.A.F. Resources
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
117,504
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
1,292,555
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,292,555
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14
TYPE OF REPORTING PERSON*
PN
CUSIP No. 45766D 10 0
1
NAME OF REPORTING PERSONS
F III, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
122
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
122
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
TYPE OF REPORTING PERSON*
PN
CUSIP No. 45766D 10 0
1
NAME OF REPORTING PERSONS
Metropolitan Asset Group, Ltd.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
1,769,942
9
SOLE DISPOSITIVE POWER
None
10
SHARED DISPOSITIVE POWER
1,769,942
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,769,942
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14
TYPE OF REPORTING PERSON*
PN
CUSIP No. 45766D 10 0
1
NAME OF REPORTING PERSONS
Robin L. Farkas
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
29,765
8
SHARED VOTING POWER
117,504
9
SOLE DISPOSITIVE POWER
29,765
10
SHARED DISPOSITIVE POWER
117,504
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,269
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
Statement on Schedule 13D
Pursuant to Rule 13d-1
under the
Securities Exchange Act of 1934, As Amended
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value
$0.01 per share (the "Common Stock"), of Insignia/ESG Holdings, Inc.
(the "Issuer"). The address of the principal executive offices of
the Issuer are: 200 Park Avenue, New York, NY 10166.
Item 2. Identity and Background.
a. Metropolitan Acquisition Partners V, L.P. Metropolitan Acquisition
Partners V, L.P. ("MAP V")is a limited partnership organized under the
laws of the State of Delaware. The principal business of MAP V is to
own certain securities of the Issuer. The address of each of the principal
business and the principal office of MAP V is One Shelter Place, P.O.
Box 1089, Greenville, South Carolina 29602.
b. M V, Inc. M V, Inc. (the "MV") is a corporation organized under
the laws of the State of Delaware. MV is the general partner of MAP V.
The principal business of MV is to act as the general partner of MAP V.
The address of each of the principal business and the principal office
of MV is One Shelter Place, P.O. Box 1089, Greenville, South Carolina
29602.
c. Metropolitan Acquisition Partners IV, L.P. Metropolitan Acquisition
Partners IV, L.P.("MAP IV")is a limited partnership organized under the
laws of the State of Delaware. The principal business of MAP IV is
to own certain securities of the Issuer and to engage in certain
transactions involving the Issuer as described in Item 4 herein.
The address of each of the principal business and the principal
office of MAP IV is One Shelter Place, P.O. Box 1089, Greenville,
South Carolina 29602.
d. Metro Shelter Directives, Inc. Metro Shelter Directives,
Inc. ("MSD") is a corporation organized under the laws of the
State of Delaware. MSD is the sole general partner of MAP IV. The
principal business of MSD is to act as the general partner of MAP IV.
The address of each of the principal business and the principal
office of MSD is One Shelter Place, P.O. Box 1089, Greenville,
South Carolina 29602.
e. R.A.F. Resources R.A.F. Resources (the "Related Limited
Partnership") is a general partnership
organized under the laws of the State of New York and has a 10%
limited partnership interest in MAP IV. Andrew L. Farkas ("AF")
and Robin L. Farkas ("RF") are the general partners of the Related
Limited Partnership. The principal business of the Related Limited
Partnership is to make various types of investments.
The address of eachof the principal business and the principal office
of the Related Limited Partnership is One Insignia Financial Plaza,
Greenville, South Carolina 29602.
f. F III, Inc. F III, Inc. ("F III") is a corporation organized under
the laws of the State of Delaware. The principal business of F III is to
be the sole general partner of Metropolitan Partners I, L.P., which is a
limited partner of MAP IV, and to serve as a general partner of a limited
partnership that own real estate in New York City. F III is wholly owned
by AF. The address of the principal office of F III is
One Insignia Financial Plaza, Greenville, South Carolina 29062.
g. Metropolitan Asset Group, Ltd. Metropolitan Asset Group, Ltd.
("MAG") is a corporation organized under the laws of the State of
New York. MAG is the sole stockholder of MSD.
MAG is owned by AF and RF. The principal business of MAG is investment
banking. The address of each of the principal business and
the principal office of MAG is 113 Spring Street, New York,
New York 10012.
h. Robin L. Farkas RF is (i) a general partner of the Related
Limited Partnership and (ii) a stockholder of MAG. The address
of RF is 730 Park Avenue, New York, New York 10021. RF is the retired
Chairman of the Board and Chief Executive Officer of Alexander's,
Inc., a real estate company. He is also a director of Refac Technology
Development Corporation, Noodle Kiddoodle, Inc. and Chairman
and Director of Indian Venture LLC, a venture capital firm investing
in India. RF is a United States citizen.
i. Andrew L. Farkas. The business address of AF is 375 Park Avenue,
Suite 3401, New York, NY 10152. The present principal occupation of AF
is the Chairman of the Board and Chief Executive
Officer and a director of the Issuer (the address of which is listed in
Item 1), which is a parent company of an international real
estate organization. AF also is (i) the sole officer and director of MSD,
(ii) the sole officer and director of MV, (iii)a limited partner of MAP IV,
(iv) a limited partner of MAP V, (v) a general partner of the Related
Limited Partnership, (vi) President, the sole director and a stockholder
of MAG, and (vii) the sole stockholder of F III, Inc.
AF is a United States citizen.
AF, RF, MAP IV, MSD, MAP V, MV, MAG, the Related Limited Partnership
and F III are collectively referred to herein as the "Reporting Persons."
The Report Persons constitute a "group" for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended. None of the Reporting Persons have been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the past five years. None
of the Reporting Persons was a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction, the result of which was or is subject to a judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws during the past five years.
Item 3. Source and Amount of Funds or Other Consideration.
No consideration was used by the Reporting Persons to acquire the
Common Stock of the Issuer. Each member of the Reporting Persons
received the shares of the Common Stock of the issuer in a
distribution made by Insignia Financial Group, Inc. to its holders
of Class A Common Stock, par value $0.01 per share (the "Insignia
Class A Common"), of two shares of Common Stock of the Issuer for
every three shares of Insignia Class A Common held of record on
September 15, 1998. Such distribution was approved by the
stockholders of Insignia Class A Common on September 14, 1998 at a
special meeting and was consummated on September 21, 1998.
Item 4. Purpose of Transaction.
The Reporting Persons do not have any plans or proposals which
relate to or would result
in (a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer, (b) an extraordinary
corporate transaction, such as a merger, reorganization, or liquidation,
involving the Issuer or any of its securities, (c) a sale or transfer of
a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the
Issuer's board of directors, (e) any material change in the present
capitalization or dividend policy of the Issuer, (f) any other material change
in the Issuer's business or corporate structure, (g) changes in the Issuer's
charter, bylaws, or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person,
(h) causing a class of the securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association, (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934 or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer
As of September 21, 1998, the Reporting Persons beneficially held
interests in the Common Stock as follows:
<TABLE>
<C> <C> <C> <C>
Beneficial Ownership Voting Power Dispositive
Power
% of
Reporting
Person Shares Outstanding Sole Shared Sole Shared
Metropolitan
Acquisition
Partners IV, L.P 1,175,051 5.5% -- 1,175,051 -- 1,175,051
Metro Shelter Directives,
Inc. 1,769,942 8.3% -- 1,769,942 -- 1,769,942
Metropolitan Asset
Group, Ltd. 1,769,942 8.3% -- 1,769,942 -- 1,769,942
R.A.F. Resources 1,292,555 6.0% -- 117,504 -- 1,292,555
Metropolitan
Acquisition
Partners V, L.P. 413,703 1.9% -- 413,703 -- 413,703
MV, Inc. 544,141 2.5% -- 544,141 -- 544,141
F III, Inc. 112 0.0% -- 122 -- 122
Robin L. Farkas 147,269 0.7% 29,765 117,504 29,765 117,504
Andrew L. Farkas 2,576,397 12.0% 114,698 2,431,699 114,698 2,431,699
</TABLE>
Map IV's beneficial ownership of Common Stock includes 1,175,051
shares directly owned MAP IV. MAP IV's shared voting and dispositive
power results from its relationship with MSD, its general
partner.
MSD's beneficial ownership of Common Stock includes (i) 594,891 shares
directly owned by MSD, and (ii) 1,175,051 shares directly owned by MAP
IV. MSD's shared voting and dispositive power results from its
relationship with MAP IV.
MAG's beneficial ownership of Common Stock includes (i)594,891 shares
directly owned by MSD, and (ii) 1,175,051 shares directly owned by MAP
IV. MAG's shared voting and dispositive power results from its
relationship as sole stockholder of MSD, the general partner of MAP IV.
The Related Limited Partnership's ownership of Common Stock include
(i) 117,504 shares directly owned by the Related Limited Partnership,
and (ii) 1,175,051 shares directly owned by MAP IV. The Related
Limited Partner's shared dispositive power with respect to shares
owned by MAP IV results from its relationship with MAP IV.
Map V's beneficial ownership of Common Stock includes 413,703
shares directly owned by MAP V. MAP V's shared voting and dispositive
power results from its relationship with MV, its general partner.
MV's beneficial ownership of Common Stock includes (i) 130,438
shares directly owned by MV, and (ii) 413,703 shares directly owned by MAP V.
MV's shared voting and dispositive power results from its relationship
with MAP V.
F III's beneficial ownership of Common Stock includes its direct
ownership of 112 shares.
RF's beneficial ownership of Common Stock includes (i) 29,765 shares
directly owned RF, and (ii) 117,504 shares directly owned by MAP IV.
RF's shared dispositive power with respect to shares owned by MAP IV
results from his status as a general partner of the Related Limited
Partnership, which is a limited partner of MAP IV.
AF's beneficial ownership of Common Stock includes (i) 144,698 shares
directly owned by AF, (ii) 1,175,0951 shares directly owned by MAP IV,
(iii) 594,891 shares directly owned by MSD, (iv) 117,504 shares
directly owned by the Related Limited Partnership, (v) 413,703 shares
directly owned by MAP V, (vi) 130,438 shares directly owned by MV,
and (vii) 112 shares directly owned by F III. AF's shares voting
and dispositive panel results from his relationships with MAP IV,
MSD, the Related Limited Partnership, MAP V, MV and F III.
Item 6. Contracts, Arrangements, Understandings, or Relationships With
Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the information set forth in this statement is
true, complete, and correct.
Dated: ____________ __, 1998
Metropolitan Acquisition Partners V, L.P.
By: MV, Inc., General Partner
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
MV, Inc.
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
/s/ Andrew L. Farkas
Andrew L. Farkas
Metropolitan Acquisition Partners IV, L.P.
By: Metro Shelter Directives, Inc, General Partner
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
Metro Shelter Directives, Inc.
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
/s/ Robin L. Farkas
Robin L. Farkas
F III, Inc.
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
R.A.F. Resources
By: /s/ Andrew L. Farkas
\ General Partner
Metropolitan Asset Group, Ltd.
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
<PAGE>
EXHIBIT INDEX
Exhibit Description
1 Filing Agreement, dated as of October 1, 1998, by and
among Metropolitan Acquisition Partners V, L.P., M V,
Inc., Andrew L. Farkas, Metropolitan Acquisition
Partners IV, L.P., Metro Shelter Directives, Inc.,
Robin L. Farkas, F III, Inc., R.A.F. Resources
and Metropolitan Asset Group, Ltd.
<PAGE>
(Exhibit 1)
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(2)(iii) promulgated under the Securities
Exchange Act of 1934, each of the undersigned hereby agrees that
the Schedule 13D dated October 1, 1998, with respect to the Common Stock,
par value $.01 per share, of Insignia/ESG Holdings, Inc. (to which this
Agreement is attached as Exhibit (1)), and any amendments thereto,
may be filed by Andrew L. Farkas on behalf of each such person.
Dated: October 1, 1998
Metropolitan Acquisition Partners V, L.P.
By: MV, Inc., General Partner
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
MV, Inc.
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
/s/ Andrew L. Farkas
Andrew L. Farkas
Metropolitan Acquisition Partners IV, L.P.
By: Metro Shelter Directives, Inc, General Partner
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
Metro Shelter Directives, Inc.
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
<PAGE>
/s/ Robin L. Farkas
Robin L. Farkas
F III, Inc.
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
R.A.F. Resources
By: /s/ Andrew L. Farkas
\ General Partner
Metropolitan Asset Group, Ltd.
By: /s/ Andrew L. Farkas
Andrew L. Farkas
President
