SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 25, 1998
(Date of earliest event reported)
INSIGNIA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19066 13-3591193
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
One Insignia Financial Plaza
Post Office Box 1089
Greenville, South Carolina 29602
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (864) 239-1000
<PAGE>
Item 5. Other Events
On February 25, 1998, Insignia Financial Group, Inc. (the "Company" or
"Insignia"), completed the acquisition of 100% of the stock of Richard Ellis
Group Limited ("Richard Ellis"). Richard Ellis, located in the United Kingdom,
is a leading real estate services and investment company with management of more
than 20 million square feet of commercial space. In 1997, Richard Ellis
completed more than 12.5 million square feet of transactions and sold more than
$2.4 billion of major properties.
The acquisition of Richard Ellis is valued at $81.5 million, including
approximately $24 million in Class A Common Stock of the Company and options to
purchase Class A Common Stock. Approximately $14.7 million of the purchase price
is contingent upon future performance measures. The remainder of the purchase
price is payable in cash obtained from borrowings on the Company's revolving
credit facility.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
99.1 Press Release dated February 26, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to the signed on its behalf by the
undersigned hereunto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/Adam B. Gilbert
-----------------------------------------
Adam B. Gilbert
General Counsel
Date: March 23, 1998
FOR IMMEDIATE RELEASE FOR INFORMATION CONTACT:
Andrew L. Farkas
Chairman, President and Chief Executive Officer
Insignia Financial Group, Inc.
(212) 750-6070
HTTP://WWW.INSIGNIAFINANCIAL.COM
Andrew Huntley
Chairman
Richard Ellis Group Limited
011-44-171-629-6290
WWW.richardellis.co.uk
INSIGNIA FINANCIAL GROUP COMPLETES
ACQUISITION OF RICHARD ELLIS GROUP
UK Operations Herald Growth of International Services Capability
Greenville, SC, February 26, 1998 -- Insignia Financial Group, Inc.
(NYSE:IFS) today announced that the Company has completed its
previously-announced acquisition of 100% of the stock of Richard Ellis Group
Limited, a leading real estate services and investment company in the United
Kingdom. Richard Ellis is a cornerstone in Insignia's plan to develop a
fully-integrated real estate organization that operates in major markets
throughout the world.
The Richard Ellis acquisition is valued at 50 million pounds ($81.5 million
US), including approximately 15 million pounds ($24 million US) in Insignia
common stock and the balance in cash. Approximately 9 million pounds ($14.7
million US) of the purchase price is contingent on the future performance of the
Richard Ellis operations.
Founded in the City of London in 1773, Richard Ellis provides a full
complement of real estate services to corporations, investors and property
owners throughout the UK. The company has annual revenues of approximately $58
million.
"Richard Ellis is one of the most firmly established, highly regarded names
in international real estate," said Andrew L. Farkas, Chairman, President and
Chief Executive Officer of Insignia. "The addition of Richard Ellis to the
Insignia family of companies gives us a substantial position in London and major
markets throughout the UK, and forms an excellent base from which to continue
executing our international strategy."
Insignia already operates in Italy through its majority ownership of
Insignia/CAGISA, a company engaged in the management of 10,000 apartment units
in Rome and Milan. The Company is evaluating opportunities in France, Germany
and other European countries.
"For multinational companies, the global economy is having a profound
impact on the ways that they manage and utilize their real estate," said Mr.
Farkas. "Insignia is one of the first service providers to develop the capacity
to serve multinational real estate needs -- across disciplines and property
types -- in a seamless and highly effective manner."
"This puts us in the unique position of offering multinational companies
the ability to manage all of their real estate requirements from the comfort and
security of their corporate boardrooms."
Richard Ellis is a strong complement to Insignia's domestic commercial real
estate services organization, Insignia/ESG, which holds a commanding market
position in New York City and major financial centers throughout the US. Both
firms are well-known for their value-added service capabilities, particularly in
managing and executing large, multi-faceted transactions. Richard Ellis and
Insignia/ESG serve many of the same clients in their respective countries.
Andrew Huntley, Chairman of Richard Ellis, said: "A major consolidation of
property services is now under way and our merger with Insignia puts us at the
forefront of this trend. There is considerable synergy between Richard Ellis and
Insignia, and we share the same vision of quickly building an European and
worldwide business, using Richard Ellis' operation in the UK as the catalyst.
The union of our firms creates a major new force in property service, both
immediately and well into the next millennium."
With more than 550 professionals operating in seven offices, Richard Ellis
holds a significant leadership position in the UK real estate market. In 1997,
the firm completed more than 12.5 million sq. ft. of transactions and sold more
than $2.4 billion of major properties. It manages in excess of 20 million sq.
ft. of commercial space.
Insignia Financial Group, Inc. is a fully integrated real estate services
company headquartered in Greenville, SC. Insignia is the largest manager of
multifamily residential properties in the United States, and is among the
leading providers of comprehensive commercial real estate services. The Company,
founded in 1990, provides services for approximately 2,700 properties, including
280,000 residential units and approximately 160 million sq. ft. of office,
retail and industrial space. Insignia's common stock is traded on the New York
Stock Exchange under the symbol "IFS."
Certain items discussed in this press release may contain forward-looking
statements within the meaning of the Private Securities Reform Act of 1995 (the
"Reform Act") and as such, may involve known and unknown risks, uncertainties
and other factors which may cause actual results, performance or achievements to
differ materially from the results, performance or achievements expressed or
implied by such forward-looking statements, including a change in the climate
for acquisitions the Company has been making, a downturn in the projected
business of the acquired operation or the Company's other business units. Such
forward-looking statements speak only as of the date of this press release. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based.
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