PARAGON GROUP INC
8-K, 1996-06-04
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549



                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



         Date of Report (date of earliest event reported):  June 3, 1996



                               PARAGON GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Maryland                   1-13220                 75-2540957
- ----------------------------       ------------             --------------
(State or Other Jurisdiction       (Commission              (IRS Employer
of Incorporation)                  File Number)             Identification
                                                            Number)


7557 Rambler Road, Suite 1200, Dallas, Texas                  75231
- --------------------------------------------                ----------
(Address of Principal Executive Offices)                    (Zip Code)


     The Registrant's telephone number, including area code:  (214) 891-2000




                     An Exhibit Index is located at page 4.
<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5:  OTHER EVENTS

     On June 3, 1996, Paragon Group, Inc. (the "Registrant") announced that
Insignia Financial Group, Inc. has entered into an agreement to acquire the
commercial property services operations of Paragon Group Property Services, Inc.
("Paragon Commercial") for a purchase price of approximately $18.5 million,
subject to certain adjustments.  Paragon Commercial, which manages approximately
24 million square feet of commercial space, will operate as a subsidiary of
Insignia Financial Group Inc.'s commercial property services subsidiary,
Insignia Commercial Group, Inc.  This transaction is described in greater detail
in the Registrant's press release, dated June 3, 1996, which is attached hereto
as Exhibit 99.

ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS

     (c)  EXHIBITS

     Exhibit No.         Description
     -----------         -----------
        99               Press Release, dated June 3, 1996,
                         entitled "Paragon Group, Inc.
                         Announces Sale of Commercial
                         Property Service Operation"


                                       -2-
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




Date:  June 4, 1996                     PARAGON GROUP, INC.



                                        By: /s/ Thomas D. Ferguson
                                           -----------------------------
                                            Thomas D. Ferguson
                                              Chief Financial Officer and
                                              Senior Vice President


                                       -3-
<PAGE>

                                  EXHIBIT INDEX



EXHIBIT NUMBER      EXHIBIT
- --------------      --------------------------------------

     99             Press Release, dated June 3, 1996, 
                    entitled "Paragon Group, Inc. 
                    Announces Sale of Commercial 
                    Property Service Operation"


                                       -4-


<PAGE>

                                                                      EXHIBIT 99
<PAGE>

Release by Southwest Newswire                              For Immediate Release

                               PARAGON GROUP, INC.
             ANNOUNCES SALE OF COMMERCIAL PROPERTY SERVICE OPERATION

     DALLAS, Texas, Monday, June 3, 1996 -- Paragon Group, Inc. [NYSE:PAO], (the
"Company"), announced today that Insignia Financial Group Inc. has entered into
an agreement to acquire Paragon's commercial property service operation
("Paragon Commercial").  Paragon Commercial, which manages approximately 24
million square feet of commercial space, will operate as a subsidiary of
Insignia Financial Group's commercial property services subsidiary, Insignia
Commercial Group, Inc.

     The general terms of the agreement provide for initial cash consideration
of approximately $18.5 million.  This consideration may be adjusted upward by as
much as $4 million or downward by $2.5 million based largely on future revenue
performance of Paragon Commercial.  The transaction is scheduled to close by
June 30, 1996 and is contingent upon Board approvals and other customary
conditions.

     The transaction does not include the sale of any residential or commercial
real estate assets owned by the Company, nor does it include Paragon's
residential property services operation.  The Company, through its property
services affiliate, will continue to provide all residential property service
functions including management, leasing, development, acquisition and
disposition for its owned residential communities as well as for affiliated and
third party residential owners.  Such services are currently provided for over
22,500 apartment units, including the Company's 15,334 completed units.

     William R. Cooper, Paragon's Chairman, commented, "This is an important and
exciting strategic step for the Company.  We will now focus virtually 100% of
our attention and energy directly on our residential business.  While we will
miss the many valuable relationships built through the years with our commercial
employees and clients, we believe the Company can achieve more dynamic future
growth for our shareholders by concentrating on our core business which is the
operation of middle to upper income rental apartments in the Southwest, Midwest,
Carolina and Florida markets."

     Paragon Group, Inc. is a fully integrated, geographically diverse real
estate investment trust focused on the acquisition, development and operation of
multifamily residential properties in its key markets across the country.  Email
Address [email protected].

For additional information,
please contact:


Thomas D. Ferguson
Senior Vice President and Chief Financial Officer
(214) 891-2104



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