UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A No. 3
{X} Annual Report Pursuant to Section 13 of 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1997
or
{ } Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from ............... to ...............
Commission file number 1-13962
INSIGNIA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3591193
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No. 1)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (864) 239-1000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Shares of Class A Common Stock, $.01 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or any amendment to this
Form 10-K.
As of February 27, 1998 there were outstanding 30,446,171 shares of Class A
Common Stock. Based on the closing price of $23.375 per share of Class A Common
Stock as of such date, the aggregate market value of Registrant's Shares held by
non-affiliates was approximately $508 million.
DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) and (2): The response to this portion of Item 14 is submitted as a
separate section of this report - see Page F-2.
(3) Exhibits: See Exhibit Index contained herein.
(b): Reports on Form 8-K filed in fourth quarter of 1997:
Form 8-K dated September 17, 1997 and filed October 31, 1997
disclosing the completion of tender offers in six of the
partnerships controlled by IPT, a controlled REIT affiliate
of the Registrant.
Form 8-K dated October 10, 1997 and filed October 22, 1997
disclosing Registrant's acquisition of Realty One, Inc.
Form 8-K dated October 27, 1997 and filed November 10, 1997
disclosing Registrant's acquisition of the Class B stock of
First Winthrop Corporation and limited partnership interests
in certain partnerships controlled by First Winthrop.
Form 8-K dated September 17, 1997 and filed November 20,
1997 disclosing Registrant's acquisition of Barnes, Morris,
Pardoe & Foster.
Form 8-K dated November 14, 1997 and filed November 17, 1997
disclosing Registrant's announcement that the preliminary
proxy statement for the pending merger of IPT, the
Registrants' controlled REIT affiliate, with Angeles
Mortgage Investment Trust, was filed with the SEC.
Form 8-K/A dated October 10, 1997 and filed December 23,
1997 amending Form 8-K filed October 22, 1997 to file
financial statements for the Realty One, Inc. acquisition.
(c) Exhibits: The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules:
The response to this portion of Item 14 is submitted as a
separate section of the report. See Page F-2.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/Ronald Uretta
-------------------------------------------
Ronald Uretta
Chief Operating Officer
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT
3.1 Certificate of Incorporation of Insignia Financial Group, Inc., as
amended.(i)
3.2 By-Laws of Insignia Financial Group, Inc.(i)
4.1 Certificate of Designation of Series A Preferred Stock Par Value $.01 Per
Share of Insignia Financial Group, Inc.(iii)
4.2 Certificate of Correction to Certificate of Designation of Series A
Preferred Stock Par Value $.01 Per Share of Insignia Financial Group,
Inc.(iii)
4.3 Securities Purchase Agreement dated as of May 27, 1992 by and among
Insignia Financial Group, Inc., Metropolitan Acquisition Partners V, L.P.
and IFG Limited Liability Company. Incorporated by reference to Exhibit
28.3 to Form 8-K of Registrant dated June 2, 1992.
4.4 Warrant Agreement dated as of January 17, 1995 between Insignia Financial
Group, Inc. and APTS Partners, L.P.(vi)
4.5 Certificate of Designation, Preferences and Rights of the 7.5% Step-Up Rate
Cumulative Convertible Preferred Stock of Insignia Financial Group,
Inc.(vi)
4.6 Warrant No. 32 to purchase 50,000 shares of Insignia Financial Group, Inc.
Class A Common Stock issued to Marvin Chudnoff (vii)
4.7 Warrant issued to APTS Partners, L.P. to purchase 300,000 shares of
Insignia Financial Group, Inc. Class A Common Stock. (vii)
4.8 Warrant issued to APTS Partners, L.P. to purchase 137,500 shares of
Insignia Financial Group, Inc. Class A Common Stock. (vii)
4.9 Warrant No. 12 to purchase 46,800 shares of Insignia Financial Group, Inc.
Class A Common Stock issued to The J & P O'Donnell Revocable Trust. (vii)
4.10 Warrant No. 13 to purchase 23,400 shares of Insignia Financial Group, Inc.
Class A Common Stock issued to The D & S Grant Revocable Trust. (vii)
4.11 Warrant No. 14 to purchase 23,400 shares of Insignia Financial Group, Inc.
Class A Common Stock issued to The J & C Westling Revocable Trust. (vii)
4.12 Warrant No. 15 to purchase 23,400 shares of Insignia Financial Group, Inc.
Class A Common Stock issued to Douglas C. Neff. (vii)
4.13 Warrant No. 16 to purchase 13,000 shares of Insignia Financial Group, Inc.
Class A Common Stock issued to John G. Combs. (vii)
4.14 Convertible Promissory Note from Insignia Financial Group, Inc. to Douglas
C. Neff in the amount of $400,000. (vii)
4.15 Convertible Promissory Note from Insignia Financial Group, Inc. to The J &
C Westling Revocable Trust in the amount of $400,000. (vii)
4.16 Convertible Promissory Note from Insignia Financial Group, Inc. to The D &
S Grant Revocable Trust in the amount of $400,000. (vii)
4.17 Convertible Promissory Note from Insignia Financial Group, Inc. to The J &
P O'Donnell Revocable Trust in the amount of $800,000. (vii)
4.18 Warrant No. 33 to purchase 63,750 shares of Insignia Financial Group, Inc.
Class A Common Stock issued to Gotham Partners, L.P. (vii)
4.19 Warrant No. 34 to purchase 38,958 shares of Insignia Financial Group, Inc.
Class A Common Stock issued to APTS V, L.L.C. (vii)
4.20 Declaration of Trust of Insignia Financing I, dated as of October 4, 1996,
among First Union Bank of Delaware, as Delaware Trustee, and John K. Lines
and Ronald Uretta, Trustees incorporated herein by reference to Exhibit 4.1
of Form S-3 of the Registrant filed on December 10, 1996.
4.21 Amended and Restated Declaration of Trust of Insignia Financial I, dated as
of November 1, 1996, among Insignia Financial Group, Inc., as Sponsor,
First Union National Bank of South Carolina, as Property Trustee, First
Union Bank of Delaware, as Delaware Trustee and Andrew L. Farkas, John K.
Lines and Ronald Uretta as Regular Trustees incorporated herein by
reference to Exhibit 4.2 of Form S-3 of the Registrant filed on December
10, 1996.
4.22 Indenture for the 6.5% Convertible Subordinated Debentures, dated as of
November 1, 1996, between Insignia Financial Group, Inc., as Issuer, and
First Union National Bank of South Carolina, as Trustee incorporated herein
by reference to Exhibit 4.3 of Form S-3 of the Registrant filed on December
10, 1996.
4.23 Warrant Agreement dated as of June 30, 1996 by and between Paragon Group,
L.P. and Insignia Financial Group, Inc. incorporated herein by reference to
Exhibit 4.1 of Form 8-K of Registrant filed on July 15, 1996.
4.24 Warrant No. 38 to Purchase up to 50,000 Shares of Class A Common Stock of
Insignia Financial Group, Inc. issued to Paragon Group, L.P. incorporated
herein by reference to Exhibit 4.2 of Form 8-K of Registrant filed on July
15, 1996.
10.1 Insignia 1992 Stock Incentive Plan, as amended through March 28, 1994 and
November 13, 1995, incorporated by reference to Exhibit B to Proxy
Statement of Registrant filed on April 22, 1996.
10.2 Employment Agreement dated as of July 20, 1995 by and between Insignia
Financial Group, Inc. and Thomas R. Shuler. (vii)
10.3 Amendment No. 1 dated as of February 19, 1996 to the Employment Agreement
by and between Insignia Financial Group, Inc. and Thomas R. Shuler. (vii)
10.4 Amendment No. 1 dated as of April 1, 1995 to the Employment Agreement by
and between Insignia Financial Group, Inc. and James A. Aston. (vii)
10.5 Amendment No. 1 dated as of June 20, 1995 to the Employment Agreement by
and between Insignia Financial Group, Inc. and Andrew L. Farkas. (vii)
10.6 Amendment No. 1 dated as of April 1, 1995 to the Employment Agreement by
and between Insignia Financial Group, Inc. and Frank M. Garrison. (vii)
10.7 Amendment No. 1 dated as of April 1, 1995 to the Employment Agreement by
and between Insignia Financial Group, Inc. and Ronald Uretta. (vii)
10.8 Amendment No. 2 dated as of March 1, 1996 to the Employment Agreement by
and between Insignia Financial Group, Inc. and Andrew L. Farkas. (viii)
10.9 Amendment No. 2 dated as of February 20, 1996 to the Employment Agreement
by and between Insignia Financial Group, Inc. and James A. Aston. (viii)
10.10Amendment No. 2 dated as of February 20, 1996 to the Employment Agreement
by and between Insignia Financial Group, Inc. and Frank M. Garrison. (viii)
10.11Amendment No. 2 dated as of February 20, 1996 to the Employment Agreement
by and between Insignia Financial Group, Inc. and Ronald Uretta. (viii)
10.12Purchase Agreement dated as of December 31, 1996 between GSSW-REO
Ownership Corporation, GSSW Limited Partnership and Southwest Associates,
L.P. with respect to all of the General Partnership and Limited Partnership
Interests of Certain Limited Partnerships. (viii)
10.13Agreement of Limited Partnership of Southwest Associates, L.P. dated as of
the 31st day of December 1996. (viii)
10.14Registration Rights Agreement, dated November 1, 1996, among Insignia
Financing I, and Insignia Financial Group, Inc. and Lehman Brothers, Inc.,
Dillon, Read & Co., Inc. Goldman, Sachs & Co., and A.G. Edwards & Sons,
Inc., as Initial Purchasers incorporated herein by reference to Exhibit
10.1 to Form S-3 of Registrant filed on December 10, 1996.
10.15Asset and Stock Purchase Agreement dated as of June 17, 1996 among
Insignia Financial Group, Inc., Insignia Buyer Corporation, Edward S.
Gordon Company Incorporated, Edward S. Gordon Company of New Jersey, Inc.
and Edward S. Gordon incorporated herein by reference to Exhibit 2.1 of
Form 8-K of Registrant dated July 1, 1996.
10.16Employment Agreement dated as of June 17, 1996 by and among Insignia
Financial Group, Inc., Insignia Buyer Corporation and Edward S. Gordon
incorporated herein by reference to Exhibit 10.2 of Form 8-K of Registrant
dated July 1, 1996.
10.17Employment Agreement dated as of June 17, 1996 by and among Insignia
Financial Group, Inc., Insignia Buyer Corporation and Anthony M. Saytanides
incorporated herein by reference to Exhibit 10.3 of Form 8-K of Registrant
dated July 1, 1996.
10.18Employment Agreement dated as of June 17, 1996 by and among Insignia
Financial Group, Inc., Insignia Buyer Corporation and Stephen B. Siegel
incorporated herein by reference to Exhibit 10.4 of Form 8-K of Registrant
dated July 1, 1996.
10.19Agreement dated as of May 31, 1996 among Paragon Group, L.P., Texas
Paragon Management Partners, L.P., Paragon Group Property Services, Inc.
and Insignia Commercial Group, Inc. incorporated herein by reference to
Exhibit 10.1 of Form 8-K of Registrant dated July 1, 1996.
10.20Amended and Restated Employment Agreement, dated January 1, 1997, by and
among Insignia Financial Group, Inc., Insignia Commercial Group, Inc.,
Insignia/Edward S. Gordon Co., Inc. and Stephen B. Siegel. (ix)
10.21Amendment No. 1 to Amended and Restated Employment Agreement, dated
December 18, 1997, by and among Insignia Financial Group, Inc., Insignia
Commercial Group, Inc., Insignia/Edward S. Gordon Co., Inc. and Stephen B.
Siegel. (ix)
10.22Stock Purchase Agreement, dated March 19, 1997, by and among Insignia
Commercial Group, Inc., Insignia Financial Group, Inc., Kirkland B. Armour,
Scott J. Brandwein, Harvey B. Camins, James L. Deiter, Lyan Homewood
Fender, Ronald T. Frain, Jay Hinshaw, Thomas E. Moxley, Robert B. Rosen,
James H. Swartchild, Jr., David Tropp, Gregg F. Witt, Frain, Camins &
Swartchild Incorporated, FC&S Management Company and Construction
Interiors, Incorporated, incorporated herein by reference to Exhibit 10.1
to Form 8-K of Registrant filed April 17, 1997.
10.23Amended and Restated Credit Agreement dated March 19, 1997, by and among
Insignia Financial Group, Inc., as Borrower, the Lenders referred to
therein, First Union National Bank of South Carolina, as Administrative
Agent, and Lehman Commercial Paper, Inc., as Syndication Agent,
incorporated herein by reference to Exhibit 10.1 to Form 8-K of Registrant
dated March 19, 1997.
10.24Amendment No. 1 to Employment Agreement, made April 1, 1997, by and among
Insignia Financial Group, Inc., Insignia/Edward S. Gordon Co., Inc. and
Edward S. Gordon. (ix)
10.25Amended and Restated Employment Agreement, made as of May 1, 1997, by and
among Insignia Financial Group, Inc., Insignia Commercial Group, Inc.,
Insignia/Edward S. Gordon Co., Inc. and Henry Horowitz. (ix)
10.26Amendment dated April 30, 1997, to the 1992 Stock Incentive Plan, as
amended. (ix)
10.27Stock Purchase Agreement, dated as of September 18, 1997, by and among
Insignia Financial Group, Inc., Insignia RO, Inc., Joseph T. Aveni, Vincent
T. Aveni, James C. Miller, Richard A. Golbach, Joseph T. Aveni as Trustee
of the Joseph T. Aveni Declaration of Trust dated April 25, 1988, as
amended on August 10, 1995, Vincent T. Aveni as Trustee of the Vincent T.
Aveni Declaration of Trust dated February 11, 1988, as restated on
September 14, 1995, Joseph T. Aveni as Trustee of the Vincent T. Aveni
Dynasty Trust, dated July 13, 1994, and Vincent T. Aveni as Trustee of the
Joseph T. Aveni Dynasty Trust, dated July 13, 1994, incorporated herein by
reference to Exhibit 10.1 to Form 8-K of Regsitrant filed October 21, 1997.
10.28Shareholders' Agreement dated as of October 7, 1997, by and among Insignia
Financial Group, Inc., and Joseph T. Aveni, Joseph T. Aveni as Trustee of
the Joseph T. Aveni Declaration of Trust dated April 25, 1988, as amended
on August 10, 1995, Vincent T. Aveni as Trustee of the Joseph T. Aveni
Dynasty Trust, dated July 12, 1994, Vincent T. Aveni as Trustee of the
Joseph T. Aveni Dynasty Trust dated July 12, 1994 FBO Kristen Aveni,
Vincent T. Aveni as Trustee of the Joseph T. Aveni Dynasty Trust dated July
12, 1994 FBO Kerri Aveni, Vincent T. Aveni as Trustee of the Joseph T.
Aveni Dynasty Trust dated July 12, 1994 FBO Benjamin Aveni, incorporated
herein by reference to Exhibit 10.2 to Form 8-K of Registrant filed October
21, 1997.
10.29Subscription and Purchase Agreement dated as of October 27, 1997, among
Insignia Financial Group, Inc., IPT I LLC, and Winthrop Financial
Associates, First Winthrop Corporation and certain additional entities,
incorporated herein by reference to Exhibit 10.1 to Form 8-K of Registrant
filed November 10, 1997.
Stockholders' Agreement dated as of October 27, 1997, between Winthrop
Financial Associates and Insignia Financial Group, Inc, Incorporated herein
by reference to Exhibit 10.2 to Form 8-K of Registrant filed November 10,
1997.
10.31Amended and Restated Employment Agreement, dated January 1, 1998, by and
among Insignia Financial Group, Inc. and Andrew Lawrence Farkas.
10.32Amended and Restated Employment Agreement, dated January 1, 1998, by and
among Insignia Financial Group, Inc. and Frank M. Garrison.
10.33Amended and Restated Employment Agreement, dated January 1, 1998, by and
among Insignia Financial Group, Inc. and James A. Aston.
10.34Amended and Restated Employment Agreement, dated January 1, 1998, by and
among Insignia Financial Group, Inc. and Ronald Uretta.
21. List of Subsidiaries. (vii)
23. Consent of Independent Auditors to Annual Report on Form 10-K for the year
ended December 31, 1996. (viii)
99. Form 11-K Re: Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
for year ended December 31, 1997.
(i) Filed as an exhibit to Registration Statement on Form S-4 of Insignia
Financial Group, Inc. (then MetSouth Financial Corporation), Registration
No. 33-38094, on December 7, 1990, and incorporated herein by reference.
(iii)Filed as an Exhibit to Annual Report on Form 10-K of Insignia Financial
Group, Inc. for the year ended December 31, 1991, and incorporated herein
by reference.
(iv) Filed as an Exhibit to Registration Statement on Form S-1 of Insignia
Financial Group, Inc., Registration No. 33-67486, on October 13, 1993 and
incorporated herein by reference.
(v) Filed as an Exhibit to Annual Report on Form 10-K of Insignia Financial
Group, Inc. for the year ended December 31, 1993, and incorporated herein
by reference.
(vi) Filed as an Exhibit to Annual Report on Form 10-K of Insignia Financial
Group, Inc. for the year ended December 31, 1994, and incorporated herein
by reference.
(vii)Filed as an Exhibit to Annual Report on Form 10-K of Insignia Financial
Group, Inc. for the year ended December 31, 1995, and incorporated herein
by reference.
(viii) Filed as an Exhibit to Annual Report on Form 10-K of Insignia Financial
Group, Inc. for the year ended December 31, 1996, and incorporated herein
by reference.
(ix) Filed as an Exhibit to Annual Report on Form 10-K/A of Insignia Financial
Group, Inc. for the year ended December 31, 1997, and incorporated herein
by reference.
Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
---------------------------------------------------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 1997
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number: 1-13962
INSIGNIA FINANCIAL GROUP, INC.
401(k) RETIREMENT SAVINGS PLAN
(Full Title of Plan)
INSIGNIA FINANCIAL GROUP, INC.
ONE INSIGNIA FINANCIAL PLAZA
POST OFFICE BOX 1089
GREENVILLE, SOUTH CAROLINA 29602
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
<PAGE>
Financial Statements and
Supplemental Schedules
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Financial Statements and Supplemental Schedules
Years ended December 31, 1997 and 1996
Contents
Report of Independent Auditors................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits, With Fund Information........2
Statements of Changes in Net Assets Available for Benefits,
With Fund Information ......................................................4
Notes to Financial Statements.................................................6
Supplemental Schedules
Schedule of Assets Held for Investment Purposes at December 31, 1997
(Form 5500 - 27a).........................................................13
Schedule of Loans or Fixed Income Obligations at December 31, 1997
(Form 5500 - 27b).........................................................14
Schedule of Reportable Transactions for the year ended December 31, 1997
(Form 5500 - 27d).........................................................16
Note:Supplemental Schedules, other than those listed above, are omitted because
of the absence of the conditions under which they are required by
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 or because the
required information is included in the financial statements or notes
thereto.
<PAGE>
Report of Independent Auditors
Advisory Committee
Insignia Financial Group, Inc.
401(k) Retirement and Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Insignia Financial Group, Inc. 401(k) Retirement Savings Plan as of December
31, 1997 and 1996 and the related statement of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1997, loans or fixed income
obligations as of December 31, 1997 and reportable transactions for the year
ended December 31, 1997 are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the financial statements. The Fund Information in the statements of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in our audits
of the financial statements and, in our opinion, are fairly stated in all
material respects to the financial statements taken as a whole.
June 5, 1998
<PAGE>
<TABLE>
Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits, With Fund Information
December 31, 1997
Fund Information
---------------------------------------------------------------------------------------------
<CAPTION>
Evergreen
Evergreen Evergreen Stable Insignia Short-
Value Balanced Investment Loan Stock Intermediate Fidelity
Fund Fund Fund II Fund Fund Bond Fund Contrafund Total
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Assets
Investments at fair value (Note 3):
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mutual Funds $11,451,693 $9,604,690 $ - $ - $ - $922,642 $6,786,796 $28,765,821
Common Trust Fund - - 5,363,155 - - - - 5,363,155
Participant notes receivable - - - 1,674,733 - - - 1,674,733
Insignia Stock Fund - - - - 3,287,855 - - 3,287,855
-----------------------------------------------------------------------------------------------
Total investments 11,451,693 9,604,690 5,363,155 1,674,733 3,287,855 922,642 6,786,796 39,091,564
Receivables:
Employer's contribution 14,049 11,347 6,484 - 7,025 1,621 13,509 54,035
Participants' contributions 40,170 33,244 5,541 - 22,163 4,156 33,244 138,518
---------------------------------------------------------------------------------------------
Total receivables 54,219 44,591 12,025 - 29,188 5,777 46,753 192,553
---------------------------------------------------------------------------------------------
Net assets available for benefits $11,505,912 $9,649,281 $5,375,180 $1,674,733 $3,317,043 $928,419 $6,833,549 $39,284,117
===============================================================================================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits, With Fund Information
December 31, 1996
Fund Information
---------------------------------------------------------------------------------------------
<CAPTION>
Evergreen
Evergreen Evergreen Stable Insignia Short-
Value Balanced Investment Loan Stock Intermediate Fidelity
Fund Fund Fund II Fund Fund Bond Fund Contrafund Total
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Assets
Investments at fair value (Note 3):
<S> <C> <C> <C> <C> <C> <C>
Mutual Funds $7,932,741 $7,361,750 $ $ - $615,028 $4,009,871 $19,919,390
- -
Common Trust Fund - - 5,107,440 - - - - 5,107,440
Participant notes receivable - - - 1,016,614 - - - 1,016,614
Insignia Stock Fund - - - - 2,969,447 - - 2,969,447
------------------------------------------------------------------------------------------------
Total investments 7,932,741 7,361,750 5,107,440 1,016,614 2,969,447 615,028 4,009,871 29,012,891
Receivables:
Employer's contribution 8,702 9,237 7,167 - 7,164 1,296 5,207 38,773
Participants' contributions 21,638 22,852 17,762 - 17,816 3,232 13,473 96,773
------------------------------------------------------------------------------------------------
Total receivables 30,340 32,089 24,929 - 24,980 4,528 18,680 135,546
------------------------------------------------------------------------------------------------
Net assets available for benefits $7,963,081 $7,393,839 $5,132,369 $1,016,614 $2,994,427 $619,556 $4,028,551 $29,148,437
================================================================================================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits, With Fund Information
Year ended December 31, 1997
Fund Information
-----------------------------------------------------------------------------------------
<CAPTION>
Evergreen
Evergreen Evergreen Stable Insignia Short-
Value Balanced Investment Loan Stock Intermediate Fidelity
Fund Fund Fund II Fund Fund Bond Fund Contrafund Total
-----------------------------------------------------------------------------------------
Additions to net assets attributed to
Investment income:
Net appreciation in fair value of
<S> <C> <C> <C> <C> <C> <C> <C> <C>
investments (Note 3) 2,225,078 $1,642,058 $ 277,724 $ $ 112,727 $ 47,636 $1,024,442 $ 5,329,665
-
Interest 9 22 260 113,339 4 5 1,728 115,367
-------------------------------------------------------------------------------------------
2,225,087 1,642,080 277,984 113,339 112,731 47,641 1,026,170 5,445,032
Contributions:
Participants 2,024,971 1,640,821 997,151 - 1,016,379 299,145 1,986,108 7,964,575
Employer 742,419 635,003 93,334 - 403,774 90,796 621,409 2,586,735
------------------------------------------------------------------------------------------
2,767,390 2,275,824 1,090,485 - 1,420,153 389,941 2,607,517 10,551,310
------------------------------------------------------------------------------------------
Total additions 4,992,477 3,917,904 1,368,469 113,339 1,532,884 437,582 3,633,687 15,996,342
Deductions from net assets attributed
to Benefits paid to participants 1,638,950 1,390,660 1,227,207 281,163 475,527 100,492 838,477 5,952,476
Administrative expenses 4,177 4,159 2,663 - 1,668 226 1,749 14,642
------------------------------------------------------------------------------------------
Total deductions 1,643,127 1,394,819 1,229,870 281,163 477,195 100,718 840,226 5,967,118
------------------------------------------------------------------------------------------
Net increase (decrease) prior to 3,349,350 2,523,085 138,599 (167,824) 1,055,689 336,864 2,793,461 10,029,224
transfers
Transfers from other plans (Note 7) 8,704 8,035 8,068 66,746 2,996 1,216 10,691 106,456
Interfund transfers (net) 184,777 (275,678) 96,144 759,197 (736,069) (29,217) 846 -
------------------------------------------------------------------------------------------
Net increase 3,542,831 2,255,442 242,811 658,119 322,616 308,863 2,804,998 10,135,680
Net assets available for benefits at
December 31, 1996 7,963,081 7,393,839 5,132,369 1,016,614 2,994,427 619,556 4,028,551 29,148,437
------------------------------------------------------------------------------------------
Net assets available for benefits at
December 31, 1997 $11,505,912 $9,649,281 $5,375,180 $1,674,733 $3,317,043 $928,419 $6,833,549 $39,284,117
===========================================================================================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits, With Fund Information
Year ended December 31, 1996
Fund Information
-----------------------------------------------------------------------------------------
<CAPTION>
Evergreen
Evergreen Evergreen Stable Insignia Short-
Value Balanced Investment Loan Stock Intermediate Fidelity
Fund Fund Fund II Fund Fund Bond Fund Contrafund Total
-----------------------------------------------------------------------------------------
Additions to net assets attributed to
Investment income:
Net appreciation in fair value of
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
investments (Note 3) $1,103,983 $ 686,121 $ 193,844 $ - $ 48,304 $ 14,956 $ 367,021 $ 2,414,229
Interest 3,864 2,235 3,992 66,058 625 403 1,691 78,868
-----------------------------------------------------------------------------------------
1,107,847 688,356 197,836 66,058 48,929 15,359 368,712 2,493,097
Contributions:
Participants 2,178,174 1,856,376 1,319,527 - 1,118,211 314,467 1,542,911 8,329,666
Employer 566,988 554,950 383,856 - 320,230 58,179 328,983 2,213,186
-----------------------------------------------------------------------------------------
2,745,162 2,411,326 1,703,383 - 1,438,441 372,646 1,871,894 10,542,852
-----------------------------------------------------------------------------------------
Total additions 3,853,009 3,099,682 1,901,219 66,058 1,487,370 388,005 2,240,606 13,035,949
Deductions from net assets attributed to
Benefits paid to participants 926,028 884,435 541,479 124,114 205,292 26,113 100,822 2,808,283
Administrative expenses 3,425 3,829 2,267 - 1,165 56 516 11,258
-----------------------------------------------------------------------------------------
Total deductions 929,453 888,264 543,746 124,114 206,457 26,169 101,338 2,819,541
-----------------------------------------------------------------------------------------
Net increase (decrease) prior to 2,923,556 2,211,418 1,357,473 (58,056) 1,280,913 361,836 2,139,268 10,216,408
transfers
Interfund transfers (net) (490,340 (494,138) (242,268) 531,482 343,826 1,589 349,849 -
Transfers from other plans (Note 7) 869,211 575,560 1,064,624 5,786 561,615 177,353 1,067,184 4,321,333
-----------------------------------------------------------------------------------------
Net increase 3,302,427 2,292,840 2,179,829 479,212 2,186,354 540,778 3,556,301 14,537,741
Net assets available for benefits at
December 31, 1995 4,660,654 5,100,999 2,952,540 537,402 808,073 78,778 472,250 14,610,696
-----------------------------------------------------------------------------------------
Net assets available for benefits at
December 31, 1996 $7,963,081 $7,393,839 $5,132,369 $1,016,614 $2,994,427 $619,556 $4,028,551 $29,148,437
=========================================================================================
</TABLE>
See accompanying notes.
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1997
1. Significant Accounting Policies
Investments
The Insignia Financial Group, Inc. 401(k) Retirement Savings Plan's ("the Plan")
investments are stated at fair value. The fair value of the participation units
owned by the Plan in common and collective trust funds held by the trustee are
based on quoted redemption values on the last business day of the Plan year.
Securities traded on a national securities exchange are valued at the last
reported sales price on the last business day of the Plan year.
The mutual funds are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year-end.
The participant notes receivable are valued at cost which approximates fair
value.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan Document for a more complete description
of the Plan's provisions. Copies of the Plan Document are available from the
Advisory Committee.
General
Effective January 1, 1992, Insignia Financial Group, Inc. (the "Company")
established the Plan for the benefit of its eligible employees. Any employee may
elect to participate in the Plan following attainment of age 21 and completion
of one year of service with open enrollment on January 1 and July 1 of each
year. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Contributions
Plan participants are able to contribute up to 15% of their compensation to a
deferred before-tax contribution account. The Company, at the beginning of each
Plan year, will determine the amount of any discretionary matching contributions
to be made to the Plan during that year. The Company elected to make a
contribution equal to 50% of a participants' contribution, up to a maximum of 6%
of compensation for the year ended December 31, 1997.
Participant Accounts
Each participant's account is credited with the participant's and Company's
matching contributions and an allocation of plan earnings based on participant
account balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account. Forfeited
balances of terminated participants' nonvested accounts are allocated among the
plan participant' accounts. Total forfeitures for 1997 and 1996 were $449,185
and $298,514, respectively.
Investment Options
Upon enrollment in the Plan, participants may designate how their contributions
and those of the Company are to be apportioned between the following six
investment options. The funds are managed by First Union National Bank (see Note
10).
Evergreen Value Fund - broadly diversified common stock fund where the
primary objective is to achieve superior long-term returns through capital
appreciation and dividend income.
Evergreen Balanced Fund - diversified fund comprised of common stocks, U.S.
Government and Agency obligations, corporate bonds, money market
instruments and financial futures. The primary objective is to achieve
long-term returns through a combination of capital appreciation, interest,
and dividend income.
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Stable Investment Fund II - investments of the fund include Guaranteed
Investment Contracts (GICs), floating rate corporate bonds, Bank Investment
Contracts (BICs) and traditional money market instruments such as
certificates of deposit and commercial paper. The primary objective is to
achieve high returns and maintain an emphasis on the preservation of
principal.
Insignia Stock Fund - investments in the common stock of the Company.
Evergreen Short-Intermediate Bond Fund - diversified portfolio of
investment grade, fixed income investments consisting of U.S. Government
and Agency obligations, corporate bonds, cash equivalents, and other
instruments where the primary objective is a high level of current income.
Fidelity Contrafund - invests primarily in common stock and securities
convertible into common stock of companies that are not currently favored
by the public but show potential for capital appreciation.
Participants may change their investment options daily.
Vesting
Contributions by employees are 100% vested and nonforfeitable. Employees become
vested in the Company's matching contributions on a graduated basis with 100%
vesting occurring after the completion of seven years of service.
Participant Notes Receivable
Loans to participants are permitted under Plan provisions. Each participant may
borrow up to 50% of his or her vested balance with the term of the loan not
exceeding five years. The interest rate used will be prime plus one percent with
payments of the loan being made through employee payroll deductions.
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Payment of Benefits
Upon termination, death, disability, or retirement, a participant may receive a
lump-sum amount equal to the vested value of his or her account.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right to
terminate the Plan subject to the provisions of ERISA. In the event the Plan is
terminated, participants will become 100% vested in their accounts.
3. Investments
The investments of the Plan are held by First Union National Bank (see Note 10).
The fair value of individual assets that represent five percent or more of the
Plan's net assets is as follows:
<TABLE>
<CAPTION>
December 31
1997 1996
---------------------
---------------------
<S> <C> <C>
First Union National Bank - Evergreen Value Fund $11,451,693 $7,932,741
First Union National Bank - Evergreen Balanced
Fund 9,604,690 7,361,750
First Union National Bank - Stable Investment
Fund II 5,363,155 5,107,440
Insignia Stock Fund 3,287,855 2,969,447
Fidelity Investments, Inc. - Fidelity Contrafund 6,786,796 4,009,871
</TABLE>
4. Income Tax Status
The Internal Revenue Service ruled on April 4, 1996 that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the
related trust is not subject to tax under present income tax law. The Plan has
subsequently been amended. The Plan is required to operate in conformity with
the IRC to maintain its qualification. The Advisory Committee is not aware of
any course of action or series of events that have occurred that might adversely
affect the Plan's qualified status.
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
5. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31
1997 1996
--------------------
Net assets available for benefits per the
<S> <C> <C>
financial statements $39,284,117 $29,148,437
Participants' contributions receivable (138,518) (96,773)
Employer's contribution receivable (54,035) (38,773)
Miscellaneous cash - 3
----------------------------
Net assets available for benefits per the
Form 5500 $39,091,564 $29,012,894
================================
</TABLE>
The following is a reconciliation of participant and employer contributions per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended December 31
1997 1996
----------------------
Participants' contributions per the
<S> <C> <C>
financial statements $ 7,964,575 $ 8,329,666
Participants' contributions receivable -
December 31, 1997 (138,518) (96,773)
Participants' contributions receivable -
December 31, 1996 96,773 -
Miscellaneous (1,500) 704
---------------------------------
Participants' contributions per the Form 5500 $ 7,921,330 $ 8,233,597
=================================
Employer's contribution per the financial
statements $ 2,586,735 $ 2,213,186
Employer's contribution receivable -
December 31, 1997 (54,035) (38,773)
Employer's contribution receivable -
December 31, 1996 38,773 -
Miscellaneous 2,166 (28)
---------------------------------
Employer's contribution per the Form 5500 $ 2,573,639 $ 2,174,385
=================================
</TABLE>
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
6. Transactions with Parties-in-Interest
Certain fees incurred during the year for legal, accounting and other services
were paid by the Company on behalf of the Plan.
7. Acquisitions
The Company and its affiliated entities are active participants in the property
management and real estate service industries. During 1997, Insignia completed
the acquisition of certain property management and brokerage companies,
including the following: Restenberg-Doern, Inc.; HMB Property Services, Inc.;
Frain, Camins & Swartchild, Inc.; The Related Companies of Florida; Radius
Retail Advisors; Forum Properties, Inc.; Realty One, Inc. and affiliated
companies; 100% of the Class B stock of First Winthrop Corporation and a general
partnership interest in Winthrop Financial Associates; and Barnes, Morris,
Pardoe & Foster. In addition, the Company expanded internationally with the
purchase of 60% of the stock of Compagnia di Amministrazione e Gestioni
Immobiliare S.p.A. ("CAGISA"), a privately held property management company in
Italy. Due to these and various other smaller acquisitions, the Company
continued to experience significant increases in eligible participants and
rollover contributions to the Plan during 1997. The Plan was amended effective
the date of acquisition to include past service credit for purposes of
eligibility for the employees of each of these acquisitions. However, past
service credit was not allowed for vesting purposes.
8. Credit and Market Risk of Plan Assets
The majority of Plan assets are invested with First Union National Bank in
mutual funds and common trust funds. Such an investment is subject to credit and
market risk associated with (1) the credit worthiness of First Union National
Bank, (2) the credit worthiness of underlying security issuers and (3)
fluctuations in market values inherent with changes in interest rates and
economic conditions.
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
9. Year 2000 Issue (Unaudited)
The Plan Sponsor has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third party
service providers have reasonable plans in place to become year 2000 compliant.
The Plan Sponsor currently expects the project to be complete by December 1998.
The Plan Sponsor does not expect this project to have a significant effect on
plan operations.
10. Subsequent Events
Change in Trustees
The Plan changed trustees effective January 1, 1998 from First Union National
Bank to Fidelity Management Trust Company. As of January 1, 1998, the Plan will
offer eight new investment options managed by Fidelity. The Plan will retain two
of the current investment options, Insignia Stock Fund and the Fidelity
Contrafund.
Company Merger and Spin-Off
On March 17, 1998, the Company and Insignia/ESG, Inc. entered into an Agreement
and Plan of Merger with Apartment Investment and Management Company ("AIMCO"),
and AIMCO Properties, L.P. Subject to certain conditions, including regulatory
approval and the approval of the stockholders of the Company, the Merger is
expected to occur in the third quarter of 1998. The existing plan will be
administered by AIMCO after the Merger. Prior to the AIMCO Merger, the Company
will spin off to its stockholders the stock of an entity that will become a
separate public company and will include Insignia/ESG; The International
Commercial Real Estate Services Company; Insignia Residential - New York; the
Company's single-family home brokerage operations and other select holdings.
Participant account balances as of the date of the Merger, other than the
accounts of those participants who will become AIMCO employees, will be
transferred directly into a new 401(k) plan offered by the new public entity
which will be similar to the current plan.
<PAGE>
Supplemental Schedules
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
EIN: 13-3591193
Plan Number: 001
Schedule of Assets Held for Investment Purposes
(Form 5500 - 27a)
December 31, 1997
<TABLE>
<CAPTION>
Description of Investments
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Current
Lessor or Similar Party Par or Maturity Value Cost Value
- --------------------------------------------------------------------------------
Mutual funds:
First Union National Bank -
<S> <C> <C> <C>
Evergreen Value Fund * 354,720 units $ 8,353,802 $11,451,693
First Union National Bank -
Evergreen Balanced Fund * 516,883 units 7,350,157 9,604,690
First Union National Bank -
Evergreen Short-
Intermediate Bond Fund * 81,265 units 869,693 922,642
Fidelity Contrafund 112,381 units 5,790,586 6,786,796
---------------------------
22,364,238 28,765,821
Common trust fund:
First Union National Bank -
Stable Investment
Fund II * 334,450 units 4,947,633 5,363,155
Insignia Stock Fund * 87,116 units 2,952,160 3,287,855
Loans to participants, with
interest rates ranging
from 7% to 9.5% and maturity
dates from 1997 to 2001 * 1,674,733 units - 1,674,733
---------------------------
$30,264,031 $39,091,564
===========================
</TABLE>
__________
* Indicates party-in-interest to the Plan.
<PAGE>
Insignia Financial Group, Inc.
401(k) Retirement Savings Plan
EIN: 13-3591193
Plan Number: 001
Schedule of Loans or Fixed Income Obligations
(Form 5500 - 27b)
December 31, 1997
<TABLE>
<CAPTION>
Amount Received
Original During Reporting Year Unpaid
Identity and address Loan --------------------- Balance at
of Obligator Amount Principal Interest End of Year
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maria Anderson * $7,000 $340 $106 $6,660
Deborah Cates * 4,500 - - 4,291
Winfred Dougherty * 3,000 177 65 2,506
Teresa Duncan * 1,700 65 13 1,603
Stephen Gresham * 700 26 13 687
Steven Hutzell * 4,700 156 35 2,513
John Landefeld 3,900 627 35 969
David Morris * 2,613 - - 2,613
James Rice * 1,300 107 26 1,000
Martin Sangong * 1,900 182 22 1,599
James Willis * 1,500 - - 479
David Woodson * 6,600 - - 5,625
</TABLE>
__________
* Indicates party-in-interest to the Plan.
<PAGE>
<TABLE>
Detailed Description of Loan Including:
- -----------------------------------------------------------------
<CAPTION>
Renegotiation of the
Matur- Inter- Value Type and Other Amount Overdue
Loan ity est of Col- Loan and Terms Material Prin- Inter-
Issued Date Rate lateral of Renegotiation Items cipal est
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
2/18/97 3/15/00 9.25% None 1099 issued to participant None $6,660 $ -
8/12/96 8/28/01 9.25% None 1099 issued to participant None 4,291 -
6/13/96 12/19/97 9.25% None 1099 issued to participant None 2,506 -
12/02/96 12/15/98 9.25% None 1099 issued to participant None 1,603 -
1/30/97 2/08/02 9.25% None 1099 issued to participant None 687 -
6/15/94 7/01/99 8.25% None 1099 issued to participant None 2,513 -
8/04/95 8/29/97 9.75% None 1099 issued to participant None 969 -
1/15/96 12/31/98 8.54% None 1099 issued to participant None 2,613 -
6/12/96 6/18/99 9.25% None 1099 issued to participant None 1,000 -
6/04/96 7/01/01 9.25% None 1099 issued to participant None 1,599 -
3/24/93 3/31/98 7.00% None 1099 issued to participant None 479 -
4/03/96 4/07/00 9.25% None 1099 issued to participant None 5,625 -
</TABLE>
<PAGE>
<TABLE>
Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
EIN: 13-3591193
Plan Number: 001
Schedule of Reportable Transactions (Form 5500 - 27d)
Year ended December 31, 1997
<CAPTION>
Current Value
of Assets on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Assets Price Price Assets Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Category (iii) - Series of transactions in
excess of five percent of Plan assets:
- ------------------------------------------
- ------------------------------------------
First Union National Bank * Stable Investment Fund II:
<S> <C> <C> <C> <C>
Aggregate purchases $2,670,582 $ $2,670,582 $2,670,582 $ -
-
Aggregate sales - 2,693,170 2,545,992 2,693,170 147,178
First Union National Bank * Evergreen Balanced Fund:
Aggregate purchases 2,942,286 - 2,942,286 2,942,286 -
Aggregate sales - 2,341,405 1,896,193 2,341,405 445,212
First Union National Bank * Evergreen Value Fund:
Aggregate purchases 3,967,959 - 3,967,959 3,967,959 -
Aggregate sales - 2,674,084 2,098,179 2,674,084 575,905
Fidelity Investments, Inc. * Fidelity Contrafund:
Aggregate purchases 3,552,728 - 3,552,728 3,552,728 -
Aggregate sales - 1,800,244 1,554,573 1,800,244 245,672
</TABLE>
<PAGE>
<TABLE>
Insignia Financial Group, Inc. 401(k) Retirement Savings Plan
EIN: 13-3591193
Plan Number: 001
Schedule of Reportable Transactions (Form 5500 - 27d) (continued)
<CAPTION>
Current Value
of Assets on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Assets Price Price Assets Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Insignia Financial Group, Inc. * Daily Insignia Stock Fund:
<S> <C> <C> <C> <C>
Aggregate purchases $1,870,136 $ $1,870,136 $1,870,136 $ -
-
Aggregate sales - 1,664,455 1,733,548 1,664,455 (69,093)
</TABLE>
__________
* Indicates party-in-interest to the Plan.
Note: There were no category (i), (ii) or (iv) reportable transactions during
the year ended December 31, 1997.
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in (1) the Registration Statement
(Form S-8 No. 33-84700) pertaining to the registration of 300,000 shares (prior
to giving effect to the two-for-one stock split) of Class A Common Stock in the
Insignia Financial Group, Inc. 401-K Plan, (2) the Registration Statement (Form
S-8 No. 33-82414) pertaining to the registration of an additional 1,000,000
shares (prior to giving effect to the two-for-one stock split) of Class A Common
Stock under Insignia's 1992 Stock Incentive Plan, (3) the Registration Statement
(Form S-8 No. 33-79490) pertaining to the registration of 575,000 shares (prior
to giving effect to the two-for-one stock split) of Class A Common Stock, (4)
the Registration Statement (Form S-8 No. 33-55278) pertaining to the
registration of an additional 333,333 shares (prior to giving effect to the
two-for-one stock split) of Class A Common Stock under Insignia's 1992 Stock
Incentive Plan, (5) the Registration Statement (Form S-8 No. 333-07155)
pertaining to the registration of options to purchase 1,482,879 shares of Class
A Common Stock and the shares underlying such options pursuant to Insignia's
Non-Qualified Stock Option Agreements, (6) the Registration Statement (Form S-8
No. 333-09449) pertaining to the registration of 400,000 shares of Class A
Common Stock under Insignia's 1995 Non-Employee Director Stock Option Plan, (7)
the Registration Statement (Form S-8 No. 333-10685) pertaining to the
registration of an additional 2,000,000 shares of Class A Common Stock under
Insignia's 1992 Stock Incentive Plan, (8) the Registration Statement (Form S-8
No. 333-17791) pertaining to the registration of 728,000 shares of Class A
Common Stock, (9) the Registration Statement (Form S-3 Nos. 333-17595 and
333-17595-01) and related prospectus of Insignia Financial Group, Inc. and
Insignia Financing I for the registration of 2,990,000 Convertible Preferred
Securities of Insignia Financing I, 7,941,338 of Class A Common Stock of
Insignia Financial Group, Inc. and certain other securities (including shares of
Class A Common Stock) and (10) the Registration Statement (Form S-8 No.
333-33551) pertaining to the registration of an additional 583,334 shares of
Class A Common Stock under Insignia's 1992 Stock Incentive Plan of our report
dated June 5, 1998 with respect to the financial statements and schedules of
Insignia Financial Group, Inc. 401(k) Retirement Savings Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1997.
/s/ ERNST & YOUNG LLP
----------------------
Greenville, South Carolina
June 19, 1998
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Advisory Committee has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
401(k) RETIREMENT SAVINGS PLAN
(Name of Plan)
By: /s/Ronald Uretta
------------------------------------
Ronald Uretta
Plan Advisory Committee Chairman
