UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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 IV, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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 2,237,258
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,762,577
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,237,258 (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)
7.1%
14 TYPE OF REPORTING PERSON*
PN<PAGE>
SCHEDULE 13D
CUSIP No. 457956 20 9
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) 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 2,237,258
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 887,973
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,762,577
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,231
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
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<PAGE>
SCHEDULE 13D
CUSIP No. 457956 20 9
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) 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
New York
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 176,257
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
176,257
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,257 (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*
PN<PAGE>
SCHEDULE 13D
CUSIP No. 457956 20 9
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) 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
56,048
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 98,129
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 56,048
PERSON WITH
10 SHARED DISPOSITIVE POWER
98,129
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,177
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<PAGE>
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
New York
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<PAGE>
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* x
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14 TYPE OF REPORTING PERSON*
IN<PAGE>
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
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<PAGE>
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
United States
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<PAGE>
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
United States
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<PAGE>
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
REPORTING 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<PAGE>
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<PAGE>
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<PAGE>
AMENDMENT NO. 9
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 (d)
with the following:
d. 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 business and address of
which is listed in (j)), (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) a general partner of
the Related Limited Partner (the principal business and address
of which is listed above), (iv) the President and sole director
and stockholder of MV, Inc. ("MV"), a Delaware corporation that
is the sole general partner of Metropolitan Acquisition Partners
V, L.P. ("MAP V"), a Delaware limited partnership that, as of
March 17, 1998, beneficially owned 805,207 shares of the Issuer,
as part of a "group" (for purposes of Section 13(d)(3) of the
Exchange Act) and (v) 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 MV is P.O. Box 1417, Greenville, South Carolina
29602. AF is a United States citizen.
Item 2 is hereby amended by replacing the second and
third paragraphs of (e) with the following:
f. 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.
g. 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.
h. 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.
i. 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.
j. 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.
k. 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 (j)
above. FMG is a United States citizen.
l. 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 (j) above. RU is a United States
citizen.
m. 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, SC 29062.
The Partnership, the General Partner, the Related
Limited Partner, AF, RF, 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, the General Partner, the Related Limited Partner
and RF hereby disclaim any membership in a group with MSD and MAP
V. 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 fourth 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 V 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 V agreed to
vote those shares of Insignia Class A Common to which MSD or MV,
respectively, would be entitled upon a distribution of all such
shares owned by the Partnership and MAP V, 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 the members
of the Executive Group, the Partnership, and MAP V 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 V,
respectively, to distribute to him the number of shares of
Insignia Class A Common to which MSD and MV respectively, would
be entitled under their respective partnership agreements. After
such a distribution, the shares of Insignia Class A Common owned
by MSD and MV 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
---------------------
Reporting Person Shares % of
Sole Outstanding
- ---------------- ------- -----------
Metropolitan Acquisition
Partners IV, L.P. 2,237,258 7.1%
Metropolitan Shelter
Directives, Inc. 3,125,231 10%
Andrew L. Farkas 8,359,309 25.8%
R.A.F. Resources 176,257 *
Robin L. Farkas 154,177 *
The Andrew Farkas Trust
U/A dated February 25, 1998 250,000 *
Charles Garner 251,200 *
Arnold S. Jacobs 250,000 *
William Lauder 250,000 *
James A. Aston 328,316 1%
Frank M. Garrison 250,472 *
Ronald Uretta 290,998 *
F III, Inc. 184 --
Voting Power
Dispositive Power
-------------- -----------------
Sole Shared Sole
Shared
---- ------- -----
-----
-- 2,237,258 -- 1,762,577
887,973 2,237,258 887,973 1,762,577
96,667 8,359,309 -- 4,690,123
-- 176,257 -- 176,257
56,048 98,129 56,048 98,129
-- 250,000 -- 250,000
1,200 250,000 -- 250,000
-- 250,000 -- 250,000
-- 250,000 -- 250,000
24,167 304,006 143 304,006
34,167 216,305 -- 226,305
34,167 256,831 -- 266,831
184 -- 184 --
________
* less than 1%
The Partnership's beneficial ownership includes (i)
474,681 shares which are owned by the limited partners of the
Partnership and which the limited partners granted proxies back
to the Partnership on July 27, 1995 and October 1, 1996 and (ii)
1,762,577 shares which remain in the Partnership. 832,818
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 1,404,440
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
1,762,577 shares results from its relationship with the General
Partner.
The General Partner's beneficial ownership includes (i)
2,237,258 shares which are beneficially owned by the Partnership
and (ii) 887,973 shares remaining from the July 27, 1995 and
October 1, 1996 distributions from the Partnership. 832,818
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 1,404,440 shares results from
its relationship with the Partnership. The General Partner's
shared dispositive power with respect to 1,762,577 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 the
General Partner (excluding shares beneficially owned by the
Partnership), (iii) 2,237,258 shares beneficially owned by the
Partnership (including 176,257 shares distributed to the Related
Limited Partner), (iv) 195,658 shares beneficially owned by MV
(excluding shares beneficially owned by MAP V), (v) 805,207
shares beneficially owned by MAP V, (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 which are subject to the 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 V, the General Partner and
MV 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 V, the General Partner and MV.
The Related Limited Partner's beneficial ownership
includes 176,257 shares which were distributed to it by the
Partnership in a distribution on October 1, 1996. The Related
Limited Partner's shared voting and dispositive power results
from its relationship with the Partnership, AF and RF.
RF's beneficial ownership includes (i) 32,048 shares
owned by RF, (ii) 10,000 owned by RF's spouse (either directly
or through trusts), (iii) 88,129 shares beneficially owned by the
Related Limited Partner and (iv) 24,000 share subject to options
exercisable within 60 days. RF's shared voting and dispositive
power results from his relationship with the Related Limited
Partner. RF disclaims beneficial ownership of his spouse's
shares.
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, the General Partner, the Related
Limited Partner and RF have not been involved in any transactions
in Insignia Class A Common Stock 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 9:
(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 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 IV, L.P., Metro Shelter Directives, Inc.,
R.A.F. Resources, Robin L. Farkas, James A. Aston, Frank M.
Garrison, Ronald Uretta and F III, Inc.
<PAGE>
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 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/ Andrew L. Farkas
Andrew L. Farkas
/s/ Robin L. Farkas
Robin L. Farkas
R.A.F. RESOURCES
By: /s/ Andrew L. Farkas
Andrew L. Farkas
General Partner
<PAGE>
/s/ Ron Uretta THE ANDREW FARKAS TRUST U/A
Ron Uretta dated February 25, 1998
F III, Inc. By: /s/ Charles Garner
Charles Garner
Trustee
By: /s/ Andrew L. Farkas
Andrew L. Farkas
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
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 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 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 IV, L.P., Metro Shelter
Directives, Inc., R.A.F. Resources, Robin L.
Farkas, 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 IV, L.P. on behalf
of each such person.
Dated: March 30, 1998
R.A.F. Resources
By:/s/ Andrew L. Farkas
Andrew L. Farkas
General Partner
/s/ Robin L. Farkas
Robin L. Farkas
Metro Shelter Directives, 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
