SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Insignia Financial Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
45767A105
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
February 9, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 45767A105
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,785,714*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 7.9%*
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14) Type of Reporting Person (See Instructions): IN, IA
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* Madeleine LLC ("Madeleine") is the record holder of 250,000 shares of the
convertible preferred stock (the "Preferred Stock") of Insignia Financial Group,
Inc. (the "Company") on behalf of the various private investment funds described
below, which are managed, directly or indirectly, by Stephen Feinberg. Pursuant
to the certificate of incorporation of the Company, the Preferred Stock is
convertible at any time at the option of the holder thereof into shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"). As of
February 9, 2000, Madeleine has the right to convert the shares of Preferred
Stock into a total of 1,785,714 shares of the Common Stock, or 7.9% of the
issued and outstanding shares of the Common Stock. Of such shares of the
Preferred Stock, (i) 36,500 shares, which are convertible into 260,714 shares of
the Common Stock, are held by Cerberus Partners, L.P., a limited partnership
organized under the laws of Delaware ("Cerberus"), (ii) 100,000 shares, which
are convertible into 714,286 shares of the Common Stock, are held by Cerberus
Institutional Partners, L.P., a limited partnership organized under the laws of
Delaware ("Institutional"), (iii) 76,500 shares, which are convertible into
546,428 shares of the Common Stock, are held by Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas ("International"), and (iv)
an aggregate of 37,000 shares, which are convertible into 264,286 shares of the
Common Stock, are held by certain other private investment funds (collectively,
the "Funds"). Stephen Feinberg possesses sole voting and investment authority
over all securities of the Company held by Madeleine, Cerberus, Institutional,
International and the Funds. See Item 5 for further information.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Insignia Financial Group, Inc. (the "Company"), whose
principal executive offices are located at 200 Park Avenue, New York, New York
10166.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves, directly or indirectly, as the investment manager for each of (i)
Madeleine LLC, a limited liability company organized under the laws of Delaware
("Madeleine"), (ii) Cerberus Partners, L.P., a limited partnership organized
under the laws of Delaware ("Cerberus"), (iii) Cerberus Institutional Partners,
L.P., a limited partnership organized under the laws of Delaware
("Institutional"), (iv) Cerberus International, Ltd., a corporation organized
under the laws of the Bahamas ("International"), and (v) certain other private
investment funds (collectively, the "Funds"). Each of Madeleine, Cerberus,
Institutional, International and the Funds (collectively, the "Feinberg
Entities") is engaged in the investment in personal property of all kinds,
including but not limited to capital stock, depository receipts, investment
companies, mutual funds, subscriptions, warrants, bonds, notes, debentures,
options and other securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a stock subscription agreement, dated February 9, 2000
(the "Stock Subscription Agreement"), by and between the Company and Madeleine,
Madeleine purchased 250,000 shares of the Company's convertible preferred stock
(the "Preferred Stock"), for the benefit of each of Cerberus, Institutional,
International and the Funds, for an aggregate purchase price of $25,000,000. The
Preferred Stock is convertible at any time at the option of the holder thereof
into shares of the Common Stock. All funds used to purchase shares of the
Preferred Stock as described herein came directly from the assets of Madeleine,
Cerberus, Institutional, International and the Funds, respectively.
Item 4. Purpose of Transaction.
The acquisition of the securities referred to herein is for investment
purposes on behalf of Madeleine, Cerberus, Institutional, International and the
Funds, respectively. Stephen Feinberg has no present plans or intentions which
relate to or would result in any of the transactions required to be described in
Item 4 of Schedule 13D. However, although he has no present plans or proposals
to do so, Stephen Feinberg, on behalf of one or more of the Feinberg Entities,
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may, in the future, among other things, based upon such factors as he in his
sole discretion deems relevant, (i) acquire additional securities of the
Company, (ii) dispose of all or any portion of the shares of the Preferred Stock
referred to herein and/or other securities of the Company which may hereafter be
held by any of the Feinberg Entities, (iii) seek to effect one or more
significant business transactions relating to or involving the Company, and/or
(iv) develop one or more plans or proposals which relate to, or are similar to,
one or more of the foregoing. Further, Mr. Feinberg and various others members
of management of the Feinberg Entities have been engaged in continuing
discussions with members of management of the Company generally with respect to
these and other matters and Mr. Feinberg expects such discussions with the
Company to continue.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 31, 1999, there were
20,854,923 shares of the Common Stock issued and outstanding as of October 31,
1999. Madeleine is the record holder of 250,000 shares of the Preferred Stock,
which may be converted at any time at the option of the holder thereof into
shares of the Common Stock. As of February 9, 2000, Madeleine has the right to
convert the shares of Preferred Stock into a total of 1,785,714 shares of the
Common Stock, or 7.9% of the Common Stock issued and outstanding. Of such shares
of the Preferred Stock, (i) 36,5000 shares, which are convertible into 260,714
shares of the Common Stock, are held by Cerberus, (ii) 100,000 shares, which are
convertible into 714,286 shares of the Common Stock, are held by Institutional,
(iii) 76,500 shares, which are convertible into 546,428 shares of the Common
Stock, are held by International, and (iv) an aggregate of 37,000 shares, which
are convertible into 264,286 shares of the Common Stock, are held by the Funds.
Stephen Feinberg possesses sole voting and investment authority over all
securities of the Company held by Madeleine, Cerberus, Institutional,
International and the Funds. Pursuant to Regulation Section 240.13d-3, Mr.
Feinberg may be deemed to beneficially own 1,785,714 shares of the Common Stock,
or 7.9%, of the shares of Common Stock deemed issued and outstanding.
During the past sixty days, there were no transactions in shares of
Common Stock, or any securities directly or indirectly convertible into or
exchangeable for shares of Common Stock, by Stephen Feinberg or any person or
entity controlled by him or any person or entity for which he possesses voting
or investment control over the securities thereof, except pursuant to the Stock
Subscription Agreement.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Company and Madeleine are parties to a registration rights
agreement, dated as of February 9, 2000. No other contracts, arrangements,
understandings or similar relationships exist with respect to the securities of
the Company between Stephen Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
February 18, 2000
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
each of Madeleine LLC, Cerberus
Institutional Partners, L.P.,
Cerberus International, Ltd. and the
Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
