SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1 )*
Insignia Financial Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class and Securities)
457956 20 9
(CUSIP Number)
Patrick J. Foye Copy to:
Apartment Investment and Michael V. Gisser, Esq.
Management Company Skadden, Arps et al.
1873 South Bellaire Street 300 South Grand Avenue
17th Floor Los Angeles, California 90071
Denver, Colorado 80222 (213) 687-5213
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 1, 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: ( )
_________________________
* This represents the final amendment.
CUSIP No. 457956 20 9 13D
________________________________________________________________________
(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Apartment Investment and Management Company
I.R.S. # 84-1259577
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS*
N/A
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
________________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF None
SHARES ______________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH ______________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ______________________________
(10) SHARED DISPOSITIVE POWER
None
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
________________________________________________________________________
This Amendment No. 1 amends the Statement on Schedule 13D filed with
the Securities and Exchange Commission on March 31, 1998 (the
"Schedule 13D") by Apartment Investment and Management Company
("AIMCO"). This Amendment No. 1 is filed with respect to the Class A
Common Stock, par value $.01 per share (the "Shares"), of Insignia
Financial Group, Inc. (the "Issuer"). Unless otherwise defined
herein, all capitalized terms shall have the meanings ascribed to them
in the Schedule 13D.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
The merger ("Merger") of the Issuer with and into AIMCO, with AIMCO
being the surviving corporation, was consummated and became effective
on October 1, 1998. The options granted by Andrew L. Farkas, Ronald
Uretta, James A. Aston, Frank M. Garrison, Metropolitan Acquisition
Partners IV, L.P., Metropolitan Acquisition Partners V, L.P. and the
Andrew Farkas Trust U/A dated February 25, 1998 (each a "Stockholder"
and collectively, the "Stockholders") to AIMCO to purchase, under
certain circumstances, 45% of the Shares owned by each such
Stockholder, and 45% of the Shares issuable upon the exercise of any
options and/or warrants to purchase Shares (collectively, the
"Convertible Shares") that have vested at the time of a Call Option
Triggering Event owned by each such Stockholder (or 100% of such
Shares, and such Convertible Shares, if the Spin Off has previously
occurred or the Merger Agreement has been terminated under certain
circumstances described in the Merger Agreement), at a price of $25.00
per Share, or $11.00 per Share in the event that the Spin Off has
occurred, subject to adjustment in the event that AIMCO increases the
consideration it would pay in the Merger, terminated at the time
immediately prior to the effective time of the Merger.
The options granted by AIMCO to each Stockholder to sell to AIMCO
(each a "Put Option"), under certain circumstances, all of the Shares
and Convertible Shares owned by such Stockholder, at a price of $25.00
per Share, or $11.00 per Share in the event that the Spin Off has
occurred, terminated at the time immediately prior to the effective
time of the Merger.
4,415,737 Shares, representing approximately 13.4% of the Shares
outstanding as of March 20, 1998, were, in the aggregate, subject to
Call Options and Put Options.
The Voting Agreements, (a) pursuant to which the Stockholders had
agreed to vote (or cause to be voted) their Shares (4,415,737 Shares
as of March 20, 1998, representing approximately 13.4% of the Shares
then outstanding) in favor of the Merger Agreement and all
transactions contemplated thereby, and against any proposals by
entities unaffiliated with AIMCO to (i) acquire at least 20% of the
outstanding equity securities of the Issuer or Insignia Properties
Trust ("IPT"), (ii) acquire in any manner all or substantially all of
the assets of the Issuer or IPT, or (iii) enter into a merger,
consolidation, share exchange or other business combination or spin
off or similar distribution involving the Issuer or IPT, and (b)
pursuant to which the Stockholders delivered to AIMCO irrevocable
proxies empowering representatives of AIMCO to exercise all voting
rights related to the matters covered by such Voting Agreements,
terminated at the time immediately prior to the effective time of the
Merger.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: October 13, 1998 APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
_____________________________
Name: Patrick J. Foye
Title: Executive Vice President
