FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
INSIGNIA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Report on Form 8-K dated February
25, 1998 and filed on March 23, 1998 as set forth in the pages attached hereto:
Item 9 Sales of Equity Securities Pursuant to Regulation S
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/Adam B. Gilbert
-------------------------
Adam B. Gilbert
General Counsel
DATE: April 1, 1998
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Item 7. Financial Statements and Exhibits
(c) Exhibits
Reference is made to Form 8-K Item 7(c) dated February 25,
1998 and filed March 23, 1998 for a list of exhibits which are
incorporated herein by reference.
Item 9. Sales of Equity Securities Pursuant to Regulation S
In exchange for 100% of the stock of Richard Ellis, on March 3, 1998 the
Company issued 617,731 shares of its Class A Common Stock and assumed options to
purchase on or before the seventh anniversary of the date of grant, up to
855,849 shares of its Class A Common Stock at a price of $9.6146 per share under
the Richard Ellis Group Limited 1997 Unapproved Share Option Scheme, together
valued at approximately $24 million. The remainder of the consideration paid, or
to be paid, by Insignia included cash, loan notes and a contingent payment which
is dependent upon the future performance of Richard Ellis.
The shares of Class A Common Stock were issued to the existing stockholders
of Richard Ellis (other than to holders of B Ordinary Shares of Richard Ellis),
none of whom were U.S. Persons (as defined in Rule 902 promulgated under the
Securities Act of 1933, as amended). The Company issued such securities in
reliance upon Rule 903 promulgated under the Securities Act of 1933, as amended.
Pursuant to the requirements of The Securities and Futures Authority Limited in
England, the offer to acquire the Richard Ellis shares was made by Lehman
Brothers International (Europe), on behalf of the Company.
