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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1999.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
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INSIGNIA PROPERTIES TRUST
(Name of the Issuer)
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Name of Person(s) Filing Statement)
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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45767U101
(CUSIP Number of Class of Securities)
Peter K. Kompaniez Patrick J. Foye
Vice Chairman of the Board of Directors Executive Vice President
Apartment Investment and Management Insignia Properties Trust
Company c/o Apartment Investment and
1873 South Bellaire Street, 17th Floor Management Company
Denver, Colorado 80222-4348 1873 South Bellaire Street,
(303) 757-8101 17th Floor
Denver, Colorado 80222-4348
(303) 757-8101
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications on
Behalf of Person(s) Filing Statement)
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Copies to:
Michael V. Gisser Allan R. Williams
Skadden, Arps, Slate, Meagher & Flom LLP Proskauer Rose LLP
300 South Grand Avenue, Suite 3400 1585 Broadway
Los Angeles, California 90071 New York, New York 10036-8299
(213) 687-5000 (212) 969-3000
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This statement is filed in connection with (check the appropriate
box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
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<CAPTION>
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Transaction Valuation Amount of Filing Fee
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Fully diluted common shares of beneficial interest, par value $.01
per share, of Insignia Properties Trust 23,599,538
Average of the high and low prices, reported
on the American Stock Exchange, on October 21, 1998 $ 12.125
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286,144,398
1/50th of 1% 0.0002
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Amount of filing fee $ 57,229
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $ 79,548 Filing Party: Apartment Investment
and Management Company
Form or Registration No.: Form S-4 Date Filed: October 27, 1998
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INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 is being filed with the Securities and Exchange Commission (the
"SEC") by Insignia Properties Trust, a Maryland real estate investment trust
("IPT"), and Apartment Investment and Management Company, a Maryland corporation
("AIMCO").
As described in the Information Statement/Prospectus of IPT and AIMCO,
dated January 27, 1999 (the "Information Statement/Prospectus"), due to the
proposal of new tax regulations, AIMCO and IPT elected to change the structure
of the merger from a merger of TPI Acquisition Trust, a Maryland real estate
investment trust and a subsidiary of AIMCO, into IPT to a merger of IPT into
AIMCO (the "Merger"). On January 22, 1999, the parties entered into the Second
Amended and Restated Agreement and Plan of Merger (the "Merger Agreement").
On February 26, 1999, the Merger was consummated in accordance with the
terms of the Merger Agreement.
1
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
Dated: February 26, 1999 By: /s/ PATRICK J. FOYE
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Name: Patrick J. Foye
Title: Executive Vice President
INSIGNIA PROPERTIES TRUST
Dated: February 26, 1999 By: /s/ PATRICK J. FOYE
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Name: Patrick J. Foye
Title: Executive Vice President
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EXHIBIT INDEX
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(a) Not applicable.
(b).1 Opinion of Lehman Brothers (incorporated by reference
from Annex B to the Information Statement/Prospectus)
(b).2* Presentation of Lehman Brothers to the IPT Board.
(c).1 Second Amended and Restated Agreement and Plan of
Merger, dated as of January 22, 1999, by and between
AIMCO and IPT (incorporated by reference from Annex A to
the Information Statement/Prospectus.)
(c).2* Irrevocable Limited Proxy, dated January 22, 1998,
granted by AIMCO to Andrew L. Farkas, James A. Aston and
Frank M. Garrison.
(c).3* Shareholders' Agreement, dated January 22, 1999, by and
between AIMCO and Andrew L. Farkas, James A. Aston and
Frank M. Garrison.
(d) The Information Statement/Prospectus related to the
Registration Statement on Form S-4 (File No. 333-66207)
filed on February 2, 1999, by AIMCO, with the SEC.
(e) Not applicable.
(f) Not applicable.
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* Previously filed.
