UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
INSIGNIA FINANCIAL GROUP, INC.
------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
----------------------------------------------
(Title of Class of Securities)
457956 20 9 (CLASS A COMMON STOCK)
---------------------------------
(CUSIP Number)
ANDREW L. FARKAS
INSIGNIA FINANCIAL GROUP, INC.
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 17, 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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the
statement __. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
NOTE. Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-
1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
SCHEDULE 13D
CUSIP No. 457956 20 9
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) x
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
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 805,207
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
620,555
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
805,207 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 457956 20 9
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) x
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
7 SOLE VOTING POWER
195,658
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 805,207
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 195,658
PERSON WITH
10 SHARED DISPOSITIVE POWER
620,555
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,865 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 457956 20 9
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) x
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
7 SOLE VOTING POWER
96,667
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 8,359,309
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
4,690,123
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,359,309 (But see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 457956 20 9
1 NAME OF REPORTING PERSONS
The Andrew Farkas Trust U/A dated February 25, 1998
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) x
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
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 250,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
250,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14 TYPE OF REPORTING PERSON*
00
SCHEDULE 13D
CUSIP No. 457956 20 9
1 NAME OF REPORTING PERSONS
Charles Garner
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) x
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
7 SOLE VOTING POWER
1,200
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 250,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,200
PERSON WITH
10 SHARED DISPOSITIVE POWER
250,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200 (but see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 457956 20 9
1 NAME OF REPORTING PERSONS
Arnold S. Jacobs
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) x
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
7 SOLE VOTING POWER
None
NUMBER OF 8 SHARED VOTING POWER
SHARES 250,000
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
250,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (but see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* x
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 457956 20 9
1 NAME OF REPORTING PERSONS
William P. Lauder
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) x
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
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 250,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
250,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (but see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* x
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 457956 20 9
1 NAME OF REPORTING PERSONS
James A. Aston
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) x
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
7 SOLE VOTING POWER
24,167
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 304,006
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 143
PERSON WITH
10 SHARED DISPOSITIVE POWER
304,006
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
328,316 (but see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 457956 20 9
1 NAME OF REPORTING PERSONS
Frank M. Garrison
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) x
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
7 SOLE VOTING POWER
34,167
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 216,305
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTIN None
PERSON WITH
10 SHARED DISPOSITIVE POWER
226,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,472
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 457956 20 9
1 NAME OF REPORTING PERSONS
Ronald Uretta
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) x
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
7 SOLE VOTING POWER
34,167
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 256,831
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
266,831
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,998 (but see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 457956 20 9
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) x
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
7 SOLE VOTING POWER
184
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 184
PERSON WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14 TYPE OF REPORTING PERSON*
CO
AMENDMENT NO. 8
TO
STATEMENT ON SCHEDULE 13D
PURSUANT TO RULE 13D-1
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
The undersigned hereby amend Items 2 through 7 of the
Statement on Schedule 13D filed on their behalf on February 18,
1992, with the Securities and Exchange Commission (the
"Commission") with respect to the Class A Common Stock, par value
$.01 per share (the "Insignia Class A Common"), of Insignia
Financial Group, Inc. (the "Issuer"), as previously amended and
restated. Unless otherwise indicated herein, capitalized terms
used herein and not otherwise defined shall have the meanings
ascribed thereto in such previously filed Statement on Schedule
13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by replacing paragraph (c) and the
remaining paragraphs in this item with the following:
c. Andrew L. Farkas. The business address of Andrew L.
Farkas ("AF") is 375 Park Avenue, Suite 3401, New York, NY 10152.
The present principal occupation of AF is (i) the Chairman of the
Board, President and Chief Executive Officer and a director of the
Issuer (the principal address of which is listed in (h)), (ii) the
President and sole director and stockholder of the General Partner
(the principal business and address of which is listed in Item 1),
(iii) the President and sole director and stockholder of Metro
Shelter Directives, Inc. ("MSD"), a Delaware corporation that is
the sole general partner of Metropolitan Acquisition Partners IV,
L.P. ("MAP IV"), a Delaware limited partnership that, as of March
17, 1998, beneficially owned 2,237,258 shares of Insignia Class A
Common, as part of a "group" (for purposes of Section 13(d)(3) of
the Exchange Act) and (iv) the President and sole director and
stockholder of Metropolitan Asset Group, Ltd., a New York
corporation and real estate investment banking firm located at P.O.
Box 1417, Greenville, South Carolina 29602. The principal address
of MSD is P.O. Box 1417, Greenville, South Carolina 29602. AF is
a United States citizen.
d. The Andrew Farkas Trust U/A dated February 25, 1998.
The Andrew Farkas Trust U/A dated February 25, 1998 (the "AF
Trust") is a trust organized under the laws of the State of New
York. The principal business of the AF Trust is to own shares of
Insignia Class A Common. The address of the principal office of
the AF Trust is 1585 Broadway, New York, NY 10036.
e. Charles Garner. The business address of Charles Garner
("CG") is Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, NY 10017. The present principal occupation of CG is associate
at the law firm of Simpson Thacher &Bartlett, the principal address
of which is CG's business address. CG is also a trustee of the AF
Trust. CG is a United States citizen.
f. Arnold S. Jacobs. The business address of Arnold S.
Jacobs ("ASJ") is Proskauer Rose LLP, 1585 Broadway, New York, NY
10036. The present principal occupation of ASJ is Partner at the
law firm of Proskauer Rose LLP, the principal address of which is
ASJ's business address. ASJ is also a trustee of the AF Trust.
ASJ is a United States citizen.
g. William P. Lauder. The business address of William P.
Lauder ("WL") is 767 Fifth Avenue, New York, NY 10153. The present
principal occupation of WL is President of Origins Natural
Resources, Inc., a subsidiary of The Estee Lauder Companies Inc.
("Estee Lauder"), a cosmetics company, and a director of Estee
Lauder. The principal address of Estee Lauder is WL's principal
business address. WL is also a trustee of the AF Trust. WL is a
United States citizen.
h. James A. Aston. The business address of James A. Aston
("JAA") is One Insignia Financial Plaza, Greenville, South
Carolina, 29602. The present principal occupation of JAA is (i)
Office of the Chairman and Chief Financial Officer of the Issuer
(the principal address of which is listed above) and (ii) President
of Insignia Properties Trust ("IPT"), a real estate investment
trust and majority owned subsidiary of the Issuer, which acquires
and owns interests in multifamily residential and commercial
properties. The principal address of IPT is One Insignia Financial
Plaza, Greenville, SC 29602. JAA is a United States citizen.
i. Frank M. Garrison. The business address of Frank M.
Garrison ("FMG") is 102 Woodmont Boulevard, Suite 400, Nashville,
TN, 37205. The present principal occupation of FMG is (i)
Executive Managing Director and President of the Financial Services
Division of the Issuer (the principal address of which is listed in
Item 1) and (ii) Executive Managing Director of IPT, the principal
business and address of which is listed in (h) above. FMG is a
United States citizen.
j. Ronald Uretta. The business address of Ronald Uretta
("RU") is One Insignia Financial Plaza, Greenville, South Carolina,
29602. The present principal occupation of RU is (i) Chief
Operating Officer and Treasurer of the Issuer (the principal
address of which is listed in Item 1) and (ii) Vice President and
Treasurer of IPT, the principal business and address of which is
listed in (h) above. RU is a United States citizen.
k. 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 owns 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, SC 29062.
The Partnership, the General Partner, AF, the AF Trust, CG,
ASJ, WL, JAA, FMG, RU and F III are collectively referred to herein
as the "Reporting Persons." The Reporting Persons constitute a
"group" (the "Group") for purposes of Section 13(d)(3) of the
Exchange Act. The Partnership and the General Partner hereby
disclaim membership in a group with MSD, MAP IV, Robin L. Farkas,
R.A.F. Resources and F III. Each of CG, ASJ and WL disclaims
beneficial ownership of the shares held by the AF Trust.
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.
Effective February 25, 1998, AF transferred a total of 250,000
shares of Insignia Class A Common to the AF Trust (the "Trust
Transfer"). No consideration was paid for the Trust Transfer.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following after the
fifth paragraph:
The Trust Transfer to the AF Trust by AF was for AF's estate
planning purposes.
Item 4 is hereby amended by replacing the last paragraph with
the following:
On March 17, 1998 the Issuer entered into that certain
Agreement and Plan of Merger (the "Merger Agreement") by and among
the Issuer, Insignia/ESG, Inc., a Delaware corporation and wholly-
owned subsidiary of the Issuer, and Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"), pursuant to
which the Issuer agreed, subject to certain conditions (including
regulatory and stockholder approval), to merge with and into AIMCO
for cash, stock and assumption of indebtedness (the "Merger"). As
a condition to AIMCO's execution of the Merger Agreement, each of
AF, the AF Trust, JAA, FMG and RU executed an Irrevocable Proxy, a
Voting Agreement and a Call Option, Put Option and Purchase Price
Adjustment Agreement (each a "Call Option Agreement") with AIMCO,
each dated March 17, 1998. Each of the Partnership and MAP IV
also entered into a Voting Agreement and an Irrevocable Proxy with
AIMCO.
Under the Voting Agreements, (i) each of AF, the AF Trust,
JAA, FMG and RU (the "Executive Group") agreed to vote his /its
shares of Insignia Class A Common owned directly by him/it on March
17, 1998 and any shares acquired by him/it thereafter (including
any shares acquired upon the exercise of options and warrants and
restricted stock awards vested on the date of the agreement) and
(ii) each of the Partnership and MAP IV agreed to vote those shares
of Insignia Class A Common to which MV or MSD, respectively, would
be entitled upon a distribution of all such shares owned by the
Partnership and MAP IV, respectively, in favor of the Merger, the
Merger Agreement, any matters that could reasonably be expected to
facilitate the Merger and against any competing bid until such time
as the Call Option Agreements are terminated. Under the
Irrevocable Proxies, each of members of the Executive Group, the
Partnership, and MAP IV granted authorized officers of AIMCO an
irrevocable proxy to vote his/its shares of Insignia Class A Common
as required under the Voting Agreements until such time as the Call
Option Agreements are terminated.
Under the Call Option Agreements, each of the members of the
Executive Group granted AIMCO an option to purchase (the "AIMCO
Call") 45% or 100% of the shares of (i) Insignia Class A Common
held directly, (ii) Insignia Class A Common underlying options,
warrants and restricted stock awards vested at the time of the
event (collectively, the "Convertible Shares") and (iii) beneficial
interest of IPT, owned by the Executive Group member, depending
upon the circumstances, at a fixed purchase price. However, if
AIMCO increases the consideration it would pay in the Merger, then
such purchase price would be adjusted. The AIMCO Call must be
exercised by AIMCO for the shares of Insignia Class A Common,
Convertible Shares and shares of beneficial interest of IPT held by
all the members of the Executive Group. After receiving a notice
of an AMICO Call, each Executive Group member is required to
exercise his vested options and warrants and acquire the shares of
Insignia Class A Common underlying such options and warrants.
Under the Call Option Agreements, AIMCO has agreed to loan the
Executive Group members the money needed to exercise such options
and warrants.
Under the Call Option Agreements, AIMCO granted each of
members of the Executive Group the option to sell (the "Put
Option") to AIMCO his/its shares of Insignia Class A Common held
directly, his/its Convertible Shares and his/its shares of
beneficial interest of IPT at the same fixed price as in the AIMCO
Call, under certain circumstances. However, if the price per share
of Insignia Class A Common or of shares of beneficial interest of
IPT is greater than the agreed upon fixed price at the time that a
member of the Executive Group exercises his put right, then AIMCO
agrees to pay such member of the Executive Group the higher price
based upon a average of the closing sale prices of a share of
Insignia Class A Common or a share of beneficial interest of IPT,
as the case may be, over a three day period.
When the AIMCO Call is made or upon the written request of
AIMCO following an Acquisition Proposal (as defined in the Merger
Agreement), AF has agreed, as the President, sole director and
stockholder of MV and MSD to cause the Partnership and MAP IV,
respectively, to distribute to him the number of shares of Insignia
Class A Common to which MV and MSD respectively, would be entitled
under their respective partnership agreements. After such a
distribution, the shares of Insignia Class A Common owned by MV and
MSD would be subject to the terms of a Call Option Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by replacing all the information
under the heading "Beneficial Ownership" with the following:
Beneficial Ownership
- --------------------
As of March 20, 1998, the Reporting Persons held interests in
Insignia Class A Common as follows:
Beneficial Ownership
---------------------
% of
Reporting Person Shares Outstanding
- ---------------- ------- -----------
Metropolitan Acquisition
Partners IV, L.P. 805,207 2.6%
MV, Inc. 1,000,865 3.2%
Andrew L. Farkas 8,359,309 25.8%
The Andrew Farkas Trust
U/A dated February 25, 1998 250,000 *
Charles Garner 251,200 *
Arnold S. Jacobs 250,000 *
William P. Lauder 250,000 *
James A. Aston 328,316 1.0%
Frank M. Garrison 250,472 *
Ronald Uretta 290,998 *
F III, Inc. 184 --
- --------
* less than 1%
Voting Power
------------
Reporting Person Sole Shared
- ---------------- ------- ------
Metropolitan Acquisition
Partners IV, L.P. -- 805,207
MV, Inc. 195,658 805,207
Andrew L. Farkas 96,667 8,359,309
The Andrew Farkas Trust
U/A dated February 25, 1998 -- 250,000
Charles Garner 1,200 250,000
Arnold S. Jacobs -- 250,000
William P. Lauder -- 250,000
James A. Aston 24,167 304,006
Frank M. Garrison 34,167 216,305
Ronald Uretta 34,167 256,831
F III, Inc. 184 --
- --------
* less than 1%
Dispositive Power
-----------------
Reporting Person Sole Shared
- ---------------- ------- ------
Metropolitan Acquisition
Partners IV, L.P. -- 620,555
MV, Inc. 195,658 620,555
Andrew L. Farkas -- 4,690,123
The Andrew Farkas Trust
U/A dated February 25, 1998 -- 250,000
Charles Garner 1,200 250,000
Arnold S. Jacobs -- 250,000
William P. Lauder -- 250,000
James A. Aston 143 304,006
Frank M. Garrison -- 226,305
Ronald Uretta -- 266,831
F III, Inc. 184 --
- --------
* less than 1%
The Partnership's beneficial ownership includes (i) 805,207
shares which are owned by the limited partners of the Partnership
and which the limited partners granted proxies back to the
Partnership in distributions on July 27, 1995 and October 1, 1996
and (ii) 620,555 shares which remain in the Partnership. 186,167
shares, which represents the General Partner's portion of the
shares remaining in the Partnership, currently are subject to a
Voting Agreement and Irrevocable Proxy, and therefore the
Partnership would be deemed to share voting power with AIMCO and
the General Partner with respect to such shares. The Partnership's
shared voting power with respect to 619,040 shares results from its
relationship with the General Partner and the proxies granted to it
on July 27, 1995 and October 1, 1996. The Partnership's shared
dispositive power with respect to 620,555 shares results from its
relationship with the General Partner.
The General Partner's beneficial ownership includes (i)
805,207 shares which are beneficially owned by the Partnership and
(ii) 195,658 shares remaining from the July 27, 1995 and October 1,
1996 distributions from the Partnership. 186,167 shares, which
represents the General Partner's portion of the shares remaining in
the Partnership, currently are subject to a Voting Agreement and
Irrevocable Proxy, and therefore the General Partner would be
deemed to share voting power with AIMCO and the Partnership with
respect to such shares. The General Partner's shared voting power
with respect to 619,040 shares results from its relationship with
the Partnership. The General Partner's shared dispositive power
with respect to 620,555 shares results from its relationship with
the Partnership.
AF's beneficial ownership includes (i) 207,047 shares directly
owned, (ii) 887,973 shares beneficially owned by MSD (excluding
shares beneficially owned by MAP IV), (iii) 2,237,258 shares
beneficially owned by MAP IV, (iv) 195,658 shares beneficially
owned by the General Partner (excluding shares beneficially owned
by the Partnership), (v) 805,207 shares beneficially owned by the
Partnership, (vi) 184 shares beneficially owned by F III, (vii)
300,000 shares subject to the February Options, (viii) 128,000
shares subject to the November Warrants, (ix) 500,000 shares
subject to the August Warrants, (x) an estimated 3,001,315 shares
subject to a Stockholders' Agreement (as described in Item 6) and
(xi) 96,667 shares, which are restricted stock awards (for which AF
has voting power). 3,414,105 shares beneficially owned by AF are
subject currently to a Voting Agreement, an Irrevocable Proxy and
a Call Option Agreement and therefore AF would be deemed to share
voting and dispositive power with respect to such shares. AF's
shared voting power with respect to 4,848,537 shares results from
his relationship to the Partnership, MAP IV, the General Partner
and MSD and rights granted under the Stockholders' Agreement (as
described in Item 6). AF's shared dispositive power with respect
to 4,690,123 shares results from his relationship to Partnership,
MAP IV, the General Partner and MSD.
The AF Trust's beneficial ownership includes 250,000 shares
directly owned. Each of ASJ, CG and WL's beneficial ownership
includes 250,000 shares owned by the AF Trust. In addition, CG owns
1,200 shares of Insignia Class A Common directly. The shared voting
and dispositive power of each of ASJ, CG and WL results from his
relationship as a trustee of the AF Trust. A majority of the
trustees of the AF Trust must agree in order to vote or dispose of
the 250,000 shares of Insignia Class A Common held by the AF Trust.
JAA's beneficial ownership includes (i) 56,506 shares directly
owned, (ii) 223,000 shares, which includes shares underlying
options and warrants which are exercisable within 60 days, (iii)
24,500 shares owned by Mr. Aston's wife and children, (iv) 143
shares in an IRA for the benefit of JAA and (v) 24,167 shares
which are restricted stock awards (for which JAA has voting power).
279,506 shares beneficially owned by JAA are subject currently to
a Voting Agreement, an Irrevocable Proxy and a Call Option
Agreement and therefore JAA would be deemed to share voting and
dispositive power with AIMCO with respect to such shares. 24,500
shares beneficially owned by JAA are owned by JAA's wife and
children and therefore JAA would be deemed to share voting and
dispositive power with his wife and children with respect to such
shares. JAA disclaims beneficial ownership with respect to such
24,500 shares.
FMG's beneficial ownership includes (i) 39,805 shares directly
owned, (ii) 186,500 shares, which includes shares underlying
options and warrants which are exercisable within 60 days and (iii)
24,167 shares, which are restricted stock awards (for which FMG has
voting power). 216,305 shares beneficially owned by FMG are
currently to a Voting Agreement and an Irrevocable Proxy and
therefore FMG would be deemed to share voting power with AIMCO with
respect to such shares. 226,305 shares beneficially owned by FMG
are subject currently to a Call Option Agreement and therefore FMG
would be deemed to share dispositive power with AIMCO with respect
to such shares.
RU's beneficial ownership includes (i) 72,521 shares directly
owned, (ii) 193,300 shares, which includes shares underlying
options and warrants which are exercisable within 60 days, (iii)
1,010 shares owned by Mr. Uretta's wife and children and (iv)
24,167 shares, which are restricted stock awards (for which RU has
voting power). 255,821 shares beneficially owned by RU are
currently subject to a Voting Agreement and an Irrevocable Proxy
and therefore RU would be deemed to share voting power with AIMCO
with respect to such shares. 265,821 shares beneficially owned by
RU are currently subject to a Call Option Agreement and therefore
RU would be deemed to share dispositive power with AIMCO with
respect to such shares. 1,010 shares beneficially owned by RU are
owned by RU's wife and children and therefore RU would be deemed to
share voting and dispositive power with his wife and children with
respect to such shares. RU disclaims beneficial ownership with
respect to such 1,010 shares.
The Partnership and the General Partner have not been involved
in any transactions in Insignia Class A Common during the past 60
days. During the past 60 days, AF and the AF Trust have been
involved in the Trust Transfer. On or about March 5, 1998, RU
transferred 800 shares to his children. On March 16, 1998 RU
exercised stock options for 36,676 shares at $3.00 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
See Item 4 for a description of the Voting Agreements,
Irrevocable Proxies and Call Option Agreements entered into by each
member of the Executive Group and the Partnership (as to the Voting
Agreement and Irrevocable Proxy only) in connection with the
Merger.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits filed with Amendment 8:
(l) Voting Agreement dated as of March 17, 1998 by and among
Apartment Investment and Management Company, Andrew L. Farkas and
Insignia Financial Group, Inc. and a schedule of substantially
identical Voting Agreements.
(m) Irrevocable Proxy dated as of March 17, 1998 by Andrew
L. Farkas and a schedule of substantially identical Irrevocable
Proxies.
(n) Call Option, Put Option and Purchase Price Adjustment
Agreement dated as of March 17, 1998 by and between Apartment
Investment and Management Company and Andrew L. Farkas and a
schedule of substantially identical agreements.
(o) Joint Filing Agreement dated as of March 30, 1998 by and
among Andrew L. Farkas, The Andrew Farkas Trust, Charles Garner,
Arnold S. Jacobs, William P. Lauder, Metropolitan Acquisition
Partners V, L.P., MV, Inc., James A. Aston, Frank M. Garrison,
Ronald Uretta and F III, Inc.
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: March 30, 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
The Andrew Farkas Trust U/A
dated February 25, 1998
By: /s/ Charles Garner
------------------
Charles Garner
Trustee
The Andrew Farkas Trust U/A
dated February 25, 1998
By: /s/ Arnold S. Jacobs
--------------------
Arnold S. Jacobs
Trustee
The Andrew Farkas Trust U/A
dated February 25, 1998
By: /s/ William P. Lauder
---------------------
William P. Lauder
Trustee
/s/ James A. Aston
------------------
James A. Aston
/s/ Frank M. Garrison
---------------------
Frank M. Garrison
/s/ Ronald Uretta
-----------------
Ronald Uretta
F III, Inc.
By: /s/ Andrew L. Farkas
--------------------
Andrew L. Farkas
President
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(l) Voting Agreement dated as of March 17, 1998 by and among
Apartment Investment and Management Company, Andrew L.
Farkas and Insignia Financial Group, Inc. and a schedule
of substantially identical Voting Agreements.
(m) Irrevocable Proxy dated as of March 17, 1998 by Andrew
L. Farkas and a schedule of substantially similar
Irrevocable Proxies.
(n) Call Option, Put Option and Purchase Price Adjustment
Agreement dated as of March 17, 1998 by and between
Apartment Investment and Management Company and Andrew
L. Farkas and a schedule of substantially similar
agreements.
(o) Joint Filing Agreement dated as of March 30, 1998 by and
among Andrew L. Farkas, The Andrew Farkas Trust, Charles
Garner, Arnold S. Jacobs, William P. Lauder, Metropolitan
Acquisition Partners V, L.P., MV, Inc., James A. Aston,
Frank M. Garrison, Ronald Uretta and F III, Inc.
(Exhibit l)
VOTING AGREEMENT
This Voting Agreement ("Agreement") is made and entered into as
of March 17, 1998 by and among Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), the undersigned
stockholder of Insignia Financial Group, Inc., a Delaware
corporation ("IFG"), and IFG.
RECITALS
Concurrently with the execution of this Agreement, AIMCO, IFG and
Insignia/ESG, Inc., a Delaware corporation ("SpinCo") have entered
into an Agreement and Plan of Merger dated as of March 17, 1998
(the "Merger Agreement"), providing for the merger of IFG with and
into AIMCO, with AIMCO being the surviving corporation (the
"Merger"). The Merger Agreement further contemplates that all of
the issued and outstanding shares of SpinCo, a wholly- owned
subsidiary of IFG, shall be distributed to the stockholders of IFG
prior to the Merger. The stockholder named on the signature page
hereof (the "Stockholder") is the holder of record of at least the
number of shares of the outstanding common stock, par value $.01
per share, of IFG ("IFG Common Stock"), as is indicated on the
final page of this Agreement (the "Shares"), and the number of
options to purchase shares of IFG Common Stock as is indicated on
the final page of this Agreement (the "Options"). In consideration
of and to induce the execution of the Merger Agreement by AIMCO,
the Stockholder agrees to vote the Shares so as to facilitate
consummation of the Merger to the extent more fully described
below.
NOW, THEREFORE, in consideration of the mutual promises and the
mutual covenants and agreements contained herein, the parties agree
as follows:
1. Agreement to Vote Shares. At any meeting of the
stockholders of IFG called with respect to the Merger and the
Merger Agreement, and at any adjournment thereof, and with respect
to any consent solicited with respect to the Merger and the Merger
Agreement, the Spin-Off and any related transactions, the
Stockholder shall vote the Shares (a) in favor of approval of the
Merger and the Merger Agreement, the Spin-Off and any matter which
could reasonably be expected to facilitate the Merger and such
other transactions and (b) against any Acquisition Proposal as such
term is defined in the Merger Agreement. The Stockholder may vote
on all other matters. The Stockholder, as the holder of voting
stock of IFG shall be present, in person or by proxy, at all
meetings of stockholders of IFG and at any adjournment thereof so
that all Shares are counted for the purpose of determining the
presence of a quorum at such meetings. This Agreement is intended
to bind the Stockholder only with respect to the voting of his
Shares as a Stockholder herein, and shall not prohibit the
Stockholder from acting in accordance with his fiduciary duties as
an officer or director of IFG.
2. Irrevocable Proxy. Concurrently with the execution of
this Agreement, the Stockholder agrees to deliver to AIMCO an
irrevocable proxy in the form attached hereto as Annex A (the
"Proxy"), provided that the Proxy shall be revoked only upon
termination of the Call Option and Purchase Price Adjustment
Agreement of even date between AIMCO and Andrew L. Farkas (the
"Expiration Date"). The Proxy is irrevocable and coupled with an
interest in the obligations of Stockholder.
3. Definition of Shares. For purposes of this Agreement,
the term "Shares" shall (unless the Stockholder, MAP IV or MAP V
(both as hereinafter defined)) include any shares of IFG capital
stock which the Stockholder purchases for his own account or
otherwise acquires for his own account after the execution of this
Agreement and prior to the Expiration Date, including shares
obtained upon exercise of Options, or upon dissolution of
Metropolitan Asset Partners IV L.P. ("MAP IV") and Metropolitan
Asset Partners V L.P. ("MAP V"). However, unless the Stockholder
is MAP IV or MAP V, "Shares" includes only those shares of IFG
Common Stock owned of record and beneficially by Stockholder and
does not include shares of IFG Common Stock beneficially owned by
others notwithstanding that such shares may be owned of record by
Stockholder. As to MAP IV and MAP V, "Shares" means only those
shares of IFG Common Stock as is indicated on the final page of
this Agreement less any shares distributed to Andrew L. Fortras.
4. Representations, Warranties and Covenants of the
Stockholder. The Stockholder hereby represents, warrants and
covenants to AIMCO that, except as specifically described on Annex
B to this Agreement, (a) the Stockholder has duly authorized,
executed and delivered this Agreement and this Agreement is a
legal, valid and binding obligation of the Stockholder, enforceable
against the Stockholder in accordance with its terms; and neither
the execution of this Agreement nor the consummation by the
Stockholder of the transactions contemplated hereby will constitute
a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of
any kind to which the Stockholder is a party or by which the
Stockholder is bound; (b) unless the Stockholder is MAP IV or MAP
V, as of the date hereof, the Shares and the Options listed on the
signature page of this Agreement represent all the vested shares of
IFG Common Stock and Options owned by the Stockholder (other than
through a limited partnership of which he or his controlled entity
is not a general partner) and there are no options, warrants or
rights to purchase or acquire, or agreements relating to, the
Shares and Options other than this Agreement and the Call Option
and Price Adjustment Agreement of even date; (c) upon dissolution
of MAP IV and MAP V, the Stockholder will have (without exception)
good title to the Shares and Options free and clear of all claims,
liens, charges, encumbrances and security interest of any nature
whatsoever, except that the Stockholder may have pledged all or
part of the Shares to a bona fide financial institution if (unless
the person signing this Agreement is one of Messrs. Aston,
Garrison, or Uretta) such institution agrees in writing to be bound
by this Agreement or to AIMCO; (d) except for this Agreement and
the Irrevocable Proxy contemplated hereby, Stockholder is not a
party to or otherwise bound by any proxy, voting agreement or
restriction which affects the voting rights of the Shares or any
shares underlying the Options or any capital stock or other
security of IFG; and (e) in the case of a Stockholder which is a
trust, the undersigned individual trustees of such trust are lawful
and duly appointed trustees of such trust and have full power and
authority on behalf of such trust to enter into this Agreement and
to consummate the transactions contemplated hereby.
5. Representations, Warranties and Covenants of AIMCO.
AIMCO represents, warrants and covenants to the Stockholder, as
follows:
5.1. Due Authorization. This Agreement has been
authorized by all necessary corporate action on the part of
AIMCO and has been duly executed by a duly authorized
representative of AIMCO.
5.2 Validity; No Conflict. This Agreement constitutes
the legal, valid and binding obligation of AIMCO. Neither the
execution of this Agreement by AIMCO nor the consummation of
the transactions contemplated hereby will result in a breach
or violation of the terms of any agreement by which AIMCO is
bound or of any decree, judgment, order, law or regulation now
in effect of any court or other governmental body applicable
to AIMCO.
6. Additional Documents. The Stockholder and AIMCO hereby
covenant and agree to execute and deliver any additional documents
necessary or desirable, in the reasonable opinion of AIMCO's legal
counsel or the Stockholder, as the case may be, to carry out the
intent of this Agreement.
7. Consent and Waiver. The Stockholder hereby gives any
consent or waivers that are reasonably required for the
consummation of the Merger and any related transactions under the
terms of any agreement to which the Stockholder is a party or
pursuant to any rights the Stockholder may have.
8. Miscellaneous.
8.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions
of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
8.2 Binding Effect and Assignment. This Agreement and
all of the provisions hereof shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and permitted assigns, but, except as otherwise
specifically provided herein, neither this Agreement nor any
of the rights, interests or obligations of the parties hereto
may be assigned by any of the parties without the prior
written consent of the other.
8.3 Amendments and Modifications. This Agreement may
not be modified, amended, altered or supplemented except upon
the execution and delivery of a written agreement executed by
the parties hereto.
8.4 Specific Performance; Injunctive Relief. The
parties hereto acknowledge that AIMCO will be irreparably
harmed and that there will be no adequate remedy at law for
a violation of any of the covenants or agreements of the
Stockholder set forth herein. Therefore, it is agreed that,
in addition to any other remedies which may be available to
AIMCO upon such violation, AIMCO shall have the right to
enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to it at law
or in equity.
8.5 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and
sufficient if delivered in person, by commercial overnight
courier service, by confirmed telecopy, or sent by mail
(registered or certified mail, postage prepaid, return receipt
requested) to the respective parties as follows:
(a) if to AIMCO, to
Apartment Investment and Management Company
1873 South Bellaire Street
17th Floor
Denver, Colorado 80222
Attention: Peter K. Kompaniez
Facsimile No.: (303) 757-8735
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022-3897
Attention: Patrick J. Foye, Esq.
Facsimile: (212) 735-2000
(b) if to IFG or Stockholder, to
Insignia Financial Group, Inc.
200 Park Avenue
New York, New York 10166
Attention: Adam Gilbert
Facsimile No.: (212) 984-8040
with a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attention: Arnold S. Jacobs, Esq.
Facsimile No.: (212) 969-2900
or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of
change of address shall only be effective upon receipt.
8.6 Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the
State of New York without giving effect to principles of
conflicts of law.
8.7 Entire Agreement. This Agreement contains the
entire understanding of the parties in respect of the subject
matter hereof, and supersedes all prior negotiations and
understandings between the parties with respect to such
subject matter.
8.8 Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but all of
which together shall constitute one and the same agreement.
8.9 Effect of Headings. The section headings herein are
for convenience only and shall not affect the construction or
interpretation of this Agreement.
8.10 Termination. Notwithstanding anything else in this
Agreement, this Agreement and the Proxy, and all obligations
of the Stockholder under either of them, shall automatically
terminate as of the Expiration Date.
8.11 Capitalized Terms. Capitalized terms used and not
defined herein shall have the meaning ascribed to them in the
Merger Agreement.
8.12 IFG Action. IFG agrees to take whatever action may
be reasonably necessary to effect the transactions
contemplated by this Agreement.
8.13 Information to be Supplied. If the person signing
this Agreement is one of Messrs. Aston, Garrison, or Uretta,
the number of shares and options is not yet filled in as
regards. This Agreement or the Irrevocable Proxy, and he
agrees to supply such information to AIMCO promptly but in any
case within two weeks and agrees that he is bound by this
Agreement prior to and following delivery of such information.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed on the day and year first above written.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Peter Kompaniez
Name: Peter Kompaniez
Title: President
Shares Subject to this Agreement: ANDREW L. FARKAS
____ shares of IFG Common Stock By:/s/ Andrew L. Farkas
____ Options Subject to this Agreement:
____ shares of IFG Common Stock
subject to the Options
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Frank M. Garrison
Name: Frank M. Garrison
Title: Executive Managing Director
ANNEX A
IRREVOCABLE PROXY
The undersigned holder of shares of capital stock (the
"Stockholder") of Insignia Financial Group, Inc., a Delaware
corporation ("IFG"), hereby irrevocably appoints and constitutes
each of Terry Considine, Peter Kompaniez and Tom Toomey who are
duly authorized representatives of Apartment Investment and
Management Company and each of them (the "Proxyholders"), the
agents and proxies of the undersigned, with full power of
substitution and resubstitution, to the full extent of the
undersigned's rights with respect to the shares of capital stock of
IFG owned by the undersigned and listed below (specifically
excluding any shares beneficially owned by a third party which are
owned of record by the Stockholder), which shares are listed below
(the "Shares"), and any and all other shares or securities issued
or issuable in respect thereof or issued in respect of the options
listed below (the "Options"), on or after the date hereof and prior
to the date this proxy terminated, to vote the Shares and other
shares as follows:
The agents and proxies named above are empowered at any time
prior to termination of this proxy to exercise all voting and other
rights (including, without limitation, the power to execute and
deliver written consents with respect to the Shares) of the
undersigned at every annual, special or adjourned meeting of the
stockholders of IFG, and in every written consent in lieu of such
a meeting, or otherwise, (a) in favor of approval of the Merger,
the Merger Agreement and the Spin Off (as such terms are defined in
the Voting Agreement dated as of the date hereof, by and among IFG,
the Stockholder and AIMCO (the "Voting Agreement")), and any matter
that could reasonably be expected to facilitate the Merger, the
Spin- Off and any related transactions and (b) against any
Acquisition Proposal as such term is defined in the Merger
Agreement. The Proxyholders may not exercise this proxy on any
other matter. The Stockholder may vote the Shares and other shares
on all such other matters.
The proxy granted by the Stockholder to the Proxyholders hereby
is granted as of the date of this Proxy in order to secure the
obligations of the Stockholder set forth in Section 1 of the Voting
Agreement, and is irrevocable and coupled with an interest in such
obligations and in the interests in IFG held by Stockholder. This
proxy will terminate upon the Expiration Date (as defined in the
Voting Agreement).
Upon the execution hereof, all prior proxies given by the
undersigned with respect to the Shares and any and all other shares
or securities issued or issuable in respect thereof or issued in
respect of the Options on or after the date hereof are hereby
revoked and no subsequent proxies will be given until such time as
this proxy shall be terminated in accordance with its terms.
Any obligation of the undersigned hereunder shall be binding upon
the successors and assigns of the undersigned. The Stockholder
authorizes the Proxyholders to file this proxy and any substitution
or revocation of substitution with the Secretary of IFG and with
any Inspector of Elections at any meeting of the stockholders of
IFG.
This proxy is irrevocable and shall survive the insolvency,
incapacity, death or liquidation of the undersigned.
Dated: March 17, 1998
ANDREW L. FARKAS
By: _________________________________
Shares and Options to which this Irrevocable Proxy relates:
________ shares of IFG Common Stock
________ Options for shares of IFG Common Stock
ANNEX B
ENCUMBRANCES UPON THE SHARES HELD BY THE UNDERSIGNED
(Exhibit m)
IRREVOCABLE PROXY
The undersigned holder of shares of capital stock (the
"Stockholder") of Insignia Financial Group, Inc., a Delaware
corporation ("IFG"), hereby irrevocably appoints and constitutes
each of Terry Considine, Peter Kompaniez and Tom Toomey who are
duly authorized representatives of Apartment Investment and
Management Company and each of them (the "Proxyholders"), the
agents and proxies of the undersigned, with full power of
substitution and resubstitution, to the full extent of the
undersigned's rights with respect to the shares of capital stock of
IFG owned by the undersigned and listed below (specifically
excluding any shares beneficially owned by a third party which are
owned of record by the Stockholder), which shares are listed below
(the "Shares"), and any and all other shares or securities issued
or issuable in respect thereof or issued in respect of the options
listed below (the "Options"), on or after the date hereof and prior
to the date this proxy terminated, to vote the Shares and other
shares as follows:
The agents and proxies named above are empowered at any time
prior to termination of this proxy to exercise all voting and other
rights (including, without limitation, the power to execute and
deliver written consents with respect to the Shares) of the
undersigned at every annual, special or adjourned meeting of the
stockholders of IFG, and in every written consent in lieu of such
a meeting, or otherwise, (a) in favor of approval of the Merger,
the Merger Agreement and the Spin Off (as such terms are defined in
the Voting Agreement dated as of the date hereof, by and among IFG,
the Stockholder and AIMCO (the "Voting Agreement")), and any matter
that could reasonably be expected to facilitate the Merger, the
Spin- Off and any related transactions and (b) against any
Acquisition Proposal as such term is defined in the Merger
Agreement. The Proxyholders may not exercise this proxy on any
other matter. The Stockholder may vote the Shares and other shares
on all such other matters.
The proxy granted by the Stockholder to the Proxyholders hereby
is granted as of the date of this Proxy in order to secure the
obligations of the Stockholder set forth in Section 1 of the Voting
Agreement, and is irrevocable and coupled with an interest in such
obligations and in the interests in IFG held by Stockholder. This
proxy will terminate upon the Expiration Date (as defined in the
Voting Agreement).
Upon the execution hereof, all prior proxies given by the
undersigned with respect to the Shares and any and all other shares
or securities issued or issuable in respect thereof or issued in
respect of the Options on or after the date hereof are hereby
revoked and no subsequent proxies will be given until such time as
this proxy shall be terminated in accordance with its terms.
Any obligation of the undersigned hereunder shall be binding upon
the successors and assigns of the undersigned. The Stockholder
authorizes the Proxyholders to file this proxy and any substitution
or revocation of substitution with the Secretary of IFG and with
any Inspector of Elections at any meeting of the stockholders of
IFG.
This proxy is irrevocable and shall survive the insolvency,
incapacity, death or liquidation of the undersigned.
Dated: March 17, 1998
ANDREW L. FARKAS
By: /s/ Andrew L. Farkas
Shares and Options to which this Irrevocable Proxy relates:
________ shares of IFG Common Stock
________ Options for shares of IFG Common Stock
(Exhibit n)
CALL OPTION, PUT OPTION AND PURCHASE PRICE ADJUSTMENT
AGREEMENT (this "Agreement") dated as of March 17, 1998, by and
between Apartment Investment and Management Company, a Maryland
corporation ("AIMCO"), and Andrew L. Farkas (the "Stockholder").
WHEREAS, the Stockholder beneficially owns (i) an aggregate
of shares of Common Stock, par value $.01 per share ("IFG Stock"),
of Insignia Financial Group, Inc. ("IFG"), (ii) options and/or
warrants to purchase an aggregate of shares of IFG Stock, but only
to the extent they are outstanding on the Call Option Trigger Date
(as hereinafter defined) or the Put Option Trigger Date (as
hereinafter defined), and if any option or warrant is exercised,
then the number of shares of IFG Stock shall be increased by the
number of shares received upon such exercise (collectively,
"Insignia Options"), and (iii) ________ shares of beneficial
interest, par value $0.01 per share ("IPT Stock"), of Insignia
Properties Trust ("IPT");
WHEREAS, AIMCO, IFG and Insignia/ESG, Inc., a Delaware
corporation ("SpinCo"), are entering into an Agreement and Plan of
Merger dated as of the date hereof (the "Merger Agreement"), which
provides, among other things, for the merger of IFG with and into
AIMCO, with AIMCO as the surviving corporation; and
WHEREAS, in order to induce AIMCO to enter into the Merger
Agreement and in further consideration thereof, the Stockholder has
agreed to grant AIMCO the Call Option (as hereinafter defined) on
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the parties
hereto intending to be legally bound agree as follows:
1. Grant of Call Option; Price Protection; Put Option. (a)
Upon the terms and subject to the conditions contained herein, the
Stockholder hereby grants AIMCO an irrevocable option (the "Call
Option") to purchase in the aggregate 45% of the shares of IFG
Stock, 45% of the shares of IFG Stock issuable upon the exercise of
the Insignia Options and 45% of the shares of IPT Stock
(collectively, the "Stockholder's Shares"); provided, however, in
the event (a) the Spin Off has occurred or (b) the Merger Agreement
is terminated by Target pursuant to Section 9.1(e) thereof, or
pursuant to Section 9.1(b), (c) or (d) of the Merger Agreement
following the making of an Acquisition Proposal, unless such
Acquisition Proposal relates only to SpinCo (whether or not the
Spin Off has occurred), "Stockholder's Shares" shall mean 100% of
the shares of IFG Stock, 100% of the shares of IFG Stock issuable
upon the exercise of the Insignia Options and 100% of the shares of
IPT Stock. The per share purchase price for each share of IFG
Stock shall be $25.00 per share (the "IFG Per Share Purchase
Price") and the per share purchase price for each share of IPT
Stock shall be $13.25 per share; provided, however, that in the
event the Spin Off has occurred, the IFG Per Share Purchase Price
shall be reduced to $11.00 per share. The aggregate purchase price
for the Stockholder's Shares shall be payable by AIMCO at the
Closing (as hereinafter defined) by wire transfer in immediately
available funds to an account or accounts designated by the
Stockholder prior to the Closing Date (as hereinafter defined).
If during the term of this Agreement AIMCO increases the
Merger Consideration payable pursuant to the Merger Agreement in
response to an Acquisition Proposal, then the IFG Per Share
Purchase Price for the Stockholder's Shares shall be increased by
the amount of the increase of the Merger Consideration. If any
portion of the Merger Consideration is payable in a form of
consideration that is not cash, then AIMCO and the Stockholder
shall mutually determine the dollar value of the non-cash portion
of the Merger Consideration (it being understood that for the
purposes of this Agreement the Merger Consideration set forth in
the Merger Agreement is valued by the parties at $25.00 per share,
and the Independent Appraiser (as defined below) shall be bound by
such valuation). If AIMCO and the Stockholder are unable to agree
on the dollar value of such non-cash consideration, then the IFG
Per Share Purchase Price shall be immediately increased to the
lower of (a) the estimate of the dollar value of such non-cash
consideration offered by AIMCO and (b) the estimate of the dollar
value of such non- cash consideration offered by the Stockholder,
but in no case shall the IFG Per Share Purchase Price be less than
$25 per share before the Spin Off has occurred or less than $11 per
share after the Spin Off has occurred and no less than the lower of
clause (a) or (b) above (the "Agreed Price"). The IFG Per Share
Purchase Price shall later be adjusted to the extent that the
Independent Appraiser provides an appraisal of the dollar value of
the non-cash portion of the increase in the Merger Consideration
offered by AIMCO. "Independent Appraiser" shall mean that
independent qualified appraiser jointly selected by AIMCO and the
Stockholder. AIMCO and the Stockholder shall each bear one-half of
the cost of any appraisal provided by the Independent Appraiser,
and shall instruct the Independent Appraiser to render his report
within 30 days.
In the event that, after payment of the Aggregate Purchase
Price to the Stockholder pursuant to this Section 1(a) or Section
1(c) hereof, the Independent Appraiser delivers an appraisal report
to AIMCO and the Stockholder which indicates that the IFG Per Share
Purchase Price is subject to adjustment pursuant to this Section
1(a), then if the appraisal report indicates that the Agreed Price
was lower than indicated by such appraisal report, then AIMCO
shall, within 10 days, wire transfer immediately available funds to
an account or accounts designated by the Stockholder the difference
between the value set forth in such appraisal report and the amount
theretofore paid to the Stockholder pursuant to this Section 1(a)
or Section 1(c) hereof.
The "Aggregate Purchase Price" shall mean the aggregate
purchase price for the Stockholder's Shares as established pursuant
to the preceding portions of this Section 1(a).
(b) Upon the terms and subject to the conditions contained
herein, AIMCO hereby grants to Stockholder the irrevocable right
(the "Price Protection Right") to receive from AIMCO an amount (the
"Price Protection Payment") equal to the difference between (i)
the Aggregate Purchase Price and (ii) (a) the average closing sale
price per share of IFG Stock on the New York Stock Exchange (the
"NYSE") for the three (3) trading days preceding the date on which
the Stockholder gives written notice to exercise its Purchase Price
Right multiplied by 45% of the aggregate number of shares of IFG
Stock plus the aggregate number of shares of IFG Stock issuable
upon the exercise of the Insignia Options which are subject to the
Price Protection Right plus (b) the average closing sale price per
share of IPT Stock on the securities exchange or listing or
quotation service on which the IPT Stock is traded for the three
(3) trading days preceding the date on which the Stockholder gives
written notice to exercise its Price Protection Right, or $13.25,
if IPT Stock is not then listed on any securities exchange or
listing or quotation services multiplied by 45% of the aggregate
number of shares of IPT Stock subject to the Price Protection
Right; provided, however, that in the event that (i) the Spin Off
has occurred or (ii) the Merger Agreement is terminated by Target
pursuant to Section 9.1(e) thereof, or pursuant to Section 9.1(b),
(c) or (d) of the Merger Agreement following the making of an
Acquisition Proposal, unless such Acquisition Proposal relates only
to SpinCo (whether or not the Spin Off has occurred), before the
Closing with respect to the Price Protection Trigger Event (as
hereinafter defined), "Price Protection Payment" shall mean an
amount equal to the difference between (i) the Aggregate Purchase
Price giving effect to the Spin Off (if the Spin Off has occurred)
and (ii) (a) the average closing sale price per share of IFG Stock
on the NYSE for the three (3) trading days preceding the date the
Stockholder gives written notice to exercise its Price Protection
Right multiplied by the sum of 100% of the shares of IFG Stock plus
the aggregate number of shares of IFG Stock issuable upon the
exercise of the Insignia Options which are subject to the Price
Protection Right plus (b) the average closing sale price per share
of IPT Stock on the securities exchange or listing or quotation
service on which the IPT Stock is traded for the three (3) trading
days preceding the date on which the Stockholder gives written
notice to exercise its Price Protection Right, or $13.25 if the IPT
Stock is not then listed on any securities exchange or listing or
quotation service, multiplied by 100% of the shares of IPT Stock
subject to the Price Protection Right. The Price Protection
Payment shall be payable by wire transfer in immediately available
funds to an account or accounts designated by the Stockholder prior
to the Closing Date.
(c) Upon the terms and subject to the conditions contained
herein, AIMCO hereby grants to the Shareholder an irrevocable
option (the "Put Option") to sell to AIMCO the Stockholder's
Shares. The per share purchase price for each share of IFG Stock
purchased in connection with the Put Option shall be the IFG Per
Share Purchase Price and the per share purchase price for each
share of IPT Stock purchased in connection with the Put Option
shall be $13.25 per share; provided, however, that in the event the
Spin Off has occurred, the IFG Per Share Purchase Price shall be
reduced to $11.00 per share. The Aggregate Purchase Price shall be
payable by AIMCO at the Closing by wire transfer in immediately
available funds to an account or accounts designated by the
Stockholder prior to the Closing Date.
2. Term of Call Option, Price Protection Right and Put
Option. Each of the Call Option, the Price Protection Right and
the Put Option shall commence on the date hereof and shall expire
on the Termination Date (the "Expiration Date"). "Termination
Date" means the earlier to occur of (i) the time immediately prior
to the Effective Time (as defined in the Merger Agreement), and
(ii) five business days after the occurrence of either, a Call
Option Trigger Event, a Put Option Trigger Event or a Price
Protection Trigger Event, provided that if AIMCO or the
Stockholder, as the case may be, provides written notice to the
other party of its wish to exercise the Call Option, in the case of
AIMCO, or the Price Protection Right or the Put Option, in the case
of the Stockholder, then ten business days after the earliest of
(a) delivery of the written notice, if any, exercising the Call
Option, (b) delivery of the written notice, if any, exercising the
Price Protection Right, if there has been no Call Option Trigger
Event or if no exercise of the Call Option has been delivered, (c)
delivery of the written notice, if any, exercising the Put Option
and (d) the satisfaction or waiver of the applicable conditions set
forth in the first paragraph of Section 3 hereof.
3. Exercise of Call Option, Price Protection Right and Put
Option. Subject to the provisions set forth below, each of the
Call Option, the Price Protection Right or the Put Option may be
exercised by either AIMCO or the Stockholder, as the case may be,
at any time on and after the date hereof through and including the
Expiration Date; provided that a. no statute, rule, regulation,
court order, or injunction shall have been enacted, entered,
promulgated or enforced, and be in force, by any court or
governmental authority which prohibits the consummation of the
purchase and sale of the Stockholder's Shares hereunder; (b) any
waiting period applicable to the purchase and sale of the
Stockholder's Shares hereunder under the Hart- Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Act") shall have
expired or been terminated; (c) a Call Option Trigger Event, with
respect to exercise, if any, of the Call Option shall have occurred
prior to the Termination Date; and (d) a Price Protection Trigger
Event, with respect to exercise, if any, of the Price Protection
Right, shall have occurred prior to the Termination Date and (e) a
Put Option Trigger Event, with respect to exercise, if any, of the
Put Option, shall have occurred prior to the Termination Date;
provided, further, that in the case of the Price Protection Right
or the Put Option (x) the representations and warranties of the
Stockholder contained in Section 5 hereof shall be true and correct
in all material respects as of the Closing Date with the same force
and effect as though the same had been made on and as of the
Closing Date; and (y) the Stockholder shall have performed and
complied in all material respects with each of its obligations
under this Agreement required to be performed by it at or prior to
the Closing Date. For purposes of this Agreement, a "Call Option
Trigger Event" means the date on which the Merger Agreement has
been terminated for any reason prior to consummation of the Merger,
other than termination due to (aa) failure of any waiting period
under the HSR Act applicable to the Merger to have expired or
terminated, (bb) any permanent injunction or other order by any
federal or state court preventing consummation of the Merger or
(cc)(i) Target validly terminating the Merger Agreement pursuant to
Section 9.1(b)(i) thereof and (ii) the absence of a right by AIMCO
to validly terminate the Merger Agreement pursuant to Section
9.1(b)(i) thereof. For purposes of this Agreement, "Price
Protection Trigger Event" means the date which is five business
days after the occurrence of a Call Option Trigger Event, provided
that no exercise of the Call Option has been delivered by the last
day for the giving of such notice. For purposes of this Agreement,
a "Put Option Trigger Event" means the date on which the Merger
Agreement has been validly terminated by Target pursuant to Section
9.1(b)(i) thereof, but if, and only if, AIMCO did not have the
right to validly terminate the Merger Agreement pursuant to Section
9.1(b)(i) thereof on the date of such termination.
In the event AIMCO wishes to exercise the Call Option, or the
Stockholder wishes to exercise the Price Protection Right or the
Put Option, such exercising party shall send written notice (which
shall be irrevocable) to the other party specifying that it wishes
to purchase the Stockholder's Shares, in the case of the Call
Option, receive the Price Protection Payment, in the case of the
Price Protection Right, or sell the Stockholder's Shares, in the
case of the Put Option, and a date (the "Closing Date") for the
closing of such purchase or receipt of such payment (a "Closing").
Such notice shall be sent no later than the fifth business day
following the Call Option Trigger Event, the Price Protection
Trigger Event or the Put Option Trigger Event, as the case may be.
The Closing shall take place on the tenth business day after the
earliest of (a) delivery of the written notice, if any, exercising
the Call Option, (b) delivery of the written notice, if any,
exercising the Price Protection Right, (c) delivery of the written
notice, if any, exercising the Put Option, and (d) the satisfaction
or waiver of the applicable conditions set forth in the preceding
paragraph, at the offices of Skadden, Arps, Slate, Meagher & Flom
LLP, 919 Third Avenue, New York, New York or at such other place as
may be mutually agreed upon by AIMCO and the Stockholder. Until
either the Call Option, in the case of AIMCO, or the Price
Protection Right or the Put Option, in the case of the Stockholder,
has been exercised and AIMCO has paid the Aggregate Purchase Price
or the Price Protection Payment, as the case may be, in full as
provided for in Section 1 hereof, the parties hereto agree that the
Stockholder shall own the Stockholder's Shares and Insignia Options
for all purposes.
In the event AIMCO delivers written notice exercising the Call
Option, Stockholder shall, immediately prior to the Closing,
exercise the Insignia Options and purchase from IFG the shares of
IFG Stock issuable upon the exercise of the Insignia Options.
Concurrent with Stockholder's exercise of the Insignia Options,
AIMCO shall loan to Stockholder an amount equal to the aggregate
exercise price of the Insignia Options in consideration for a
promissory note payable on demand (the "Promissory Note") which
shall be secured by all the shares of IFG Stock owned by
Stockholder, the Insignia Options and the IFG Stock acquired upon
the exercise of the Insignia Options and with full recourse against
the Stockholder. The Promissory Note shall bear interest at a rate
equal to AIMCO's weighted average cost of funds.
If the person signing this Agreement is Andrew Farkas, he
agrees that in the event the Call Option is exercised and he is
unable to deliver any of the Stockholder's Shares for any reason
including, without limitation, because Metropolitan Asset Partners
IV L.P. ("MAP IV") and/or Metropolitan Asset Partners V L.P. ("MAP
V") have not distributed shares to Mr. Farkas for any reason, he
will be in breach of this Agreement and liable to AIMCO for
damages.
4. Payment and Delivery of Certificates. At any Closing
pursuant to an exercise of the Call Option, the Price Protection
Right or the Put Option hereunder:
(a) AIMCO will make payment to the Stockholder of the
Aggregate Purchase Price or the Price Protection Payment, as the
case may be, as provided for in Section 1 hereof in immediately
available funds.
(b) In the event of the exercise of the Call Option or the Put
Option, Stockholder shall deliver to AIMCO certificates evidencing
Stockholder's Shares, in form ready for transfer, duly endorsed in
blank with all signatures guaranteed by a member firm of the New
York Stock Exchange or by a national bank. At the Closing, and
from time to time thereafter, Stockholder shall execute and deliver
such other documents and instruments, and take such other actions,
as AIMCO may reasonably request, in order to more fully vest in
AIMCO and perfect its title to Stockholder's Shares.
5. Representations and Warranties of Stockholder. Except as
set forth on Schedule 5 attached hereto, the Stockholder represents
and warrants to AIMCO that: (a) Stockholder has duly authorized,
executed and delivered this Agreement and this Agreement is a
legal, valid and binding obligation of Stockholder, enforceable
against Stockholder in accordance with its terms; and neither the
execution of this Agreement nor the consummation by such
Stockholder of the transactions contemplated hereby will constitute
a violation of or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of
any kind to which such Stockholder is a party or by which
Stockholder is bound; (b) as of the date hereof, the Shares and
Insignia Options listed on Annex A to this Agreement represent all
the shares of IFG Stock and IPT Stock and Insignia Options as to
which the Stockholder has a pecuniary beneficial interest (other
than through a limited partnership of which he or his controlled
entity is not a general partner) and (as to restricted stock and
Insignia Options) are vested, and there are no options, warrants or
rights to purchase or acquire, or agreements relating to, the
Stockholder's Shares and Insignia Options other than this
Agreement, and the instruments permitting or effectuating the grant
of restricted stock and Insignia Options; (c) upon dissolution of
MAP IV and MAP V, the Stockholder will have (without exception)
good title to the Stockholder's Shares and Insignia Options free
and clear of all claims, liens, charges, encumbrances and security
interest of any nature whatsoever, except that the Stockholder may
have pledged all or part of the Stockholder's Shares to a bona fide
financial institution if (unless the person signing this Agreement
is one of Messrs. Aston, Garrison, or Uretta) such institution
agrees in writing to be bound by this Agreement, and the
Stockholder will transfer to AIMCO good title to the Stockholder's
Shares other than the Insignia Options, free and clear of all
claims, liens, charges, encumbrances and security interests of any
nature whatsoever placed thereon by the Stockholder or, if the
person signing this Agreement is Andrew L. Farkas, by MAP IV and
MAP V; (d) except for the Voting Agreement and the Proxy, the
Stockholder is not a party to or otherwise bound by any proxy,
voting agreement or restriction which affects the voting rights of
the Shares or any shares underlying the Insignia Options or any
capital stock or other security of IFG; and (e) in the case of a
Stockholder which is a trust, the undersigned individual trustees
of such trust are lawful and duly appointed trustees of such trust
and have full power and authority on behalf of such trust to
enter into this Agreement and to consummate the transactions
contemplated hereby.
6. Representations and Warranties of AIMCO. AIMCO represents
and warrants to the Stockholder as follows: (a) AIMCO is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Maryland; (b) AIMCO has full power
and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby; (c) the execution,
delivery and performance of this Agreement by AIMCO and the
consummation by it of the transactions contemplated hereby have
been approved by all necessary corporate action on the part of
AIMCO; (d) this Agreement constitutes the legal, valid and binding
obligation of AIMCO; and (e) AIMCO is purchasing the Stockholder's
Shares for investment only and not with a view to the distribution
thereof.
7. Covenants of the Stockholder. (a) The Stockholder shall
not transfer, pledge, hypothecate, sell, exchange or offer to
transfer or sell or otherwise dispose of or encumber or grant any
proxy or consent with respect to any of the Shares or Insignia
Options at any time prior to the Termination Date, except that the
Stockholder may execute the Voting Agreement and the Irrevocable
Proxy, dated as of the date hereof, by and between the parties
hereto (the "Voting Agreement and the Proxy"), sell the Insignia
Options to IFG after the Spin Off and prior to the consummation of
the Merger or pledge all or part of the Stockholder's Shares to a
bona fide financial institution which agrees in writing to be bound
by this Agreement.
(b) The Stockholder, in his or its capacity as a holder of
Shares and Insignia Options, agrees that prior to the Closing the
Stockholder will retain record (to the extent he or it possesses
record ownership as of the date hereof) and beneficial ownership of
all of the Stockholder's Shares and (except as contemplated by
Section 7(a)) the Insignia Options.
(c) If this Agreement is signed by Andrew L. Farkas, in the
event that (a) at the time of delivery of the Call Option Notice or
(b) at any time following an Acquisition Proposal (as defined in
the Merger Agreement) upon the written request of AIMCO, Mr. Farkas
does not own of record any of the Stockholder's Shares and such
shares are beneficially owned by MAP IV or MAP V, Mr. Farkas in his
capacity as the sole stockholder and director of Metro Shelter
Directives, Inc., the sole general partner of MAP IV, and in his
capacity as the sole stockholder and director of MV Inc., the sole
general partner of MAP V, will cause each of MAP IV and MAP V to
distribute, within three business days following delivery of the
Call Option or within three business days following AIMCO's written
request, to him the number of shares of IFG Stock set forth on
Annex A.
8. Resale of AIMCO Shares. The Stockholder hereby agrees
that unless he or it receives prior written consent of AIMCO, such
Stockholder will not sell, assign, transfer or otherwise dispose of
any shares of capital stock of AIMCO obtained pursuant to the
Merger, or enter into any negotiations, commitments or agreements
with respect to any such disposition, during the period ending on
the second anniversary of the consummation of the Merger, as
applicable; provided; however, such Stockholder may dispose of any
such capital stock to a family member or related trust or estate
planning vehicle if such person, trust or entity agrees in writing
to be bound by the provisions of this Agreement, or may pledge all
or part of the shares of capital stock of AIMCO held by the
Stockholder to a bona fide financial institution which agrees in
writing to be bound by this Agreement; providedfurther, that the
Stockholder may sell or otherwise dispose of up to twenty-five
(25)% of such shares of capital stock of AIMCO during the period
commencing on the Closing Date and ending six months thereafter and
an additional 25% during each subsequent six month period. AIMCO
agrees that it will respond to any request by the Stockholder
pursuant to the preceding sentence within five business days of its
receipt thereof.
If the Stockholder is unable after reasonable efforts to
locate a bona fide financial institution which is willing to be
bound in writing to this Agreement, then AIMCO shall, upon
execution of customary loan and security agreements, provide a loan
to the Stockholder, in an amount equal to fifty (50)% of the
aggregate fair market value of the shares of capital stock of AIMCO
then owned by the Stockholder (or the Stockholder's Shares, if the
Merger has not been consummated), which loan shall be secured by
all the shares of capital stock of AIMCO then owned by the
Stockholder (or the Stockholder's Shares, if the Merger has not
been consummated) provided, however, that the value of such loan
shall not exceed five percent of the value of the total assets of
AIMCO, all as measured for purposes of Section 856(c)(4)(B) of the
Code. Such loan shall be recourse to the Stockholder, shall be for
a term of three years, shall bear interest at a rate which is equal
to AIMCO's weighted average cost of capital, as calculated on the
date such loan is provided to the Stockholder, and all accrued
interest on the principal amount of such loan shall be due and
payable semi-annually.
This Section 8 shall not apply if the Stockholder is a Trust.
9. Covenants of AIMCO. AIMCO hereby agrees that if it
consents in writing to the Stockholder's request to sell shares of
capital stock of AIMCO pursuant to Section 8 hereof, then it will,
from the date of delivering such written consent to the
Stockholder, consent in writing to any requests by any other person
or entity signing an agreement substantially the same as this
Agreement in the two weeks before or after this Agreement is
executed (the "Parallel Agreements") to sell shares of capital
stock of AIMCO pursuant to Section 8 of the Parallel Agreements.
AIMCO hereby agrees not to exercise the Call Option granted herein
unless it simultaneously exercises the call options granted to it
pursuant to the Parallel Agreements.
10. Trustee Liability. Any undersigned individual trustee
of a trust which is a Stockholder of IFG shall have no personal
liability hereunder, and it is understood that any such trustee
that signs this Agreement shall do so on behalf of such trust in
his or her capacity as trustee of such trust, and not in his or her
individual capacity.
11. HSR Act. Each party hereto shall file or cause to be
filed with the FTC and the Department of Justice any notifications
required to be filed by their respective "ultimate parent"
companies under the HSR Act and the rules and regulations
promulgated thereunder with respect to the transactions
contemplated hereby. Such parties will use all commercially
reasonable efforts to make any such filings in a timely manner and
respond on a timely basis to any requests for additional
information made by either of such agencies.
12. Specific Performance. The parties hereto agree that
their respective remedies at law would be inadequate in the event
of any default by the other party in the performance of such
party's obligations under this Agreement. Accordingly, the parties
hereto agree that in the event of any such default the
non-defaulting party shall have the right to seek specific
performance of such obligations as well as any other legal remedies
to which such non-defaulting party may be entitled.
13. Assignment; Parties in Interest. This Agreement shall
not be assignable, except that AIMCO may assign its rights under
this Agreement to a subsidiary or affiliate of AIMCO or, if AIMCO
determines that its status as a real estate investment trust would
make advisable a partial purchase by AIMCO and assignment of its
remaining rights under this Agreement to a third party, to any
third party who agrees in writing to be bound by this Agreement;
provided, however, that no assignment shall effect the obligations
of AIMCO under this Agreement. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by and against the
parties hereto and their successors (including administrators and
executors of individuals or trusts).
14. Amendments. No amendment or waiver of any provision of
this Agreement shall be effective unless the same shall be in
writing and signed by or on behalf of AIMCO and by or on behalf of
each Stockholder or their respective heirs, representatives,
successors or assigns. All notices and other communications
pursuant to this Agreement shall be in writing or by fax and mailed
or sent to each party hereto at its address set forth on the
signature page hereto or at such other address as shall be
designated by such party in a written notice to the other parties
hereto.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
without giving effect to principles of conflict of laws thereof.
16. Counterparts. This Agreement may be executed in two or
more counterparts, each of which will be deemed to be an original
but all of which together will constitute one and the same
instrument.
15. Effect of Headings. The descriptive headings contained
herein are for convenience only and shall not effect in any way the
meaning or interpretation of this Agreement.
16. Capitalized Terms. Capitalized terms used and not
defined herein shall have the meanings ascribed to them in the
Merger Agreement.
17. Information to be Supplied. If the person signing this
Agreement is one of Messrs. Aston, Garrison, or Uretta, the number
of shares and options is not yet filled in and he agrees to supply
such information to AIMCO promptly but in any case within two weeks
and agrees that he is bound by this Agreement prior to and
following delivery of such information.
* * * * *
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed on the day and year first written above.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Peter Kompaniez
Name: Peter Kompaniez
Its: President
Address: 1873 South Bellaire Street
Suite 1700
Denver, Colorado 80222
Tele: (303) 757-8101
Fax: (303) 757-8735
Stockholder
/s/ Andrew L. Farkas
Name: Andrew L. Farkas
Address:
(Exhibit o)
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, each of the undersigned hereby
agrees that Schedule 13D dated March 17, 1998, with respect to the
Class A common stock, par value $.01 per share, of Insignia
Financial Group, Inc. (to which this Agreement is attached as
Exhibit (o)), and any amendments thereto, may be filed by Andrew L.
Farkas or Metropolitan Acquisition Partners V, L.P. on behalf of
each such person.
Dated: March 30, 1998
MV, Inc.
By:/s/ Andrew L. Farkas
Andrew L. Farkas
President
The Andrew Farkas Trust U/A
dated February 25, 1998
/s/ Charles Garner
Charles Garner
Trustee
The Andrew Farkas Trust U/A
dated February 25, 1998
/s/ Arnold S. Jacobs
Arnold S. Jacobs
Trustee
The Andrew Farkas Trust U/A
dated February 25, 1998
/s/ William P. Lauder
William P. Lauder
Trustee
/s/ James A. Aston
James A. Aston
/s/ Frank M. Garrison
Frank M. Garrison
/s/ Ronald Uretta
Ronald Uretta
F III, Inc.
By:/s/ Andrew L. Farkas
Andrew L. Farkas
President
