-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HLXVqY6Y5s8ElHKInuBztPZLvASikXJoMh98oyJNPLGtIBOflABK8NtsI6AazVWo N5PvPmxye1v12z8jem0w9w== 0000950136-97-000804.txt : 19970702 0000950136-97-000804.hdr.sgml : 19970702 ACCESSION NUMBER: 0000950136-97-000804 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970701 SROS: NONE GROUP MEMBERS: ANDREW L. FARKAS GROUP MEMBERS: INSIGNIA FINANCIAL GROUP, INC. GROUP MEMBERS: INSIGNIA PROPERTIES LP GROUP MEMBERS: INSIGNIA PROPERTIES TRUST GROUP MEMBERS: INSIGNIA PROPERTIES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHELTER PROPERTIES V LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000712753 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 570721855 STATE OF INCORPORATION: SC FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44523 FILM NUMBER: 97634883 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FIN'L PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA CITY: GREENVILLE STATE: SC ZIP: 29603 FORMER COMPANY: FORMER CONFORMED NAME: SHELTER PROPERTIES V DATE OF NAME CHANGE: 19871022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSIGNIA PROPERTIES LP CENTRAL INDEX KEY: 0001041100 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) ------------------------------------ SHELTER PROPERTIES V LIMITED PARTNERSHIP (Name of Issuer) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) NONE (Cusip Number of Class of Securities) JOHN K. LINES, ESQ. GENERAL COUNSEL AND SECRETARY INSIGNIA FINANCIAL GROUP, INC. ONE INSIGNIA FINANCIAL PLAZA GREENVILLE, SOUTH CAROLINA 29602 (803) 239-1675 COPY TO: JOHN A. HEALY, ESQ. ROGERS & WELLS 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 13, 1997 (Date of Event Which Requires Filing of this Statement) - ------------------------------------------------------------------------------- [ ] Check box if the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4). [ ] Check box if a fee is being paid with the statement. - ------------------------------------------------------------------------------- - ---------------------------------- ----------------------------------- CUSIP No. None 13D Page 2 ------------- - - ---------------------------------- ----------------------------------- =============================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON INSIGNIA PROPERTIES, L.P. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCES OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------- 8. SHARED VOTING POWER 20,030 --------------------------------------------------- 9. SOLE DISPOSITIVE POWER None --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 20,030 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,030 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% (Based on 52,538 Units reported outstanding as of February 28, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN =============================================================================== - ---------------------------------- ----------------------------------- CUSIP No. None 13D Page 3 ------------- - - ---------------------------------- ----------------------------------- =============================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON INSIGNIA PROPERTIES TRUST - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCES OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION MARYLAND - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------- 8. SHARED VOTING POWER 20,030 --------------------------------------------------- 9. SOLE DISPOSITIVE POWER None --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 20,030 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,030 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% (Based on 52,538 Units reported outstanding as of February 28, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO =============================================================================== - ---------------------------------- ----------------------------------- CUSIP No. None 13D Page 4 ------------- - - ---------------------------------- ----------------------------------- =============================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON INSIGNIA FINANCIAL GROUP, INC. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------- 8. SHARED VOTING POWER 20,030 --------------------------------------------------- 9. SOLE DISPOSITIVE POWER None --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 20,030 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,030 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% (Based on 52,538 Units reported outstanding as of February 28, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO =============================================================================== - ---------------------------------- ----------------------------------- CUSIP No. None 13D Page 5 ------------- - - ---------------------------------- ----------------------------------- =============================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON ANDREW L. FARKAS - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCES OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------- 8. SHARED VOTING POWER 20,030 --------------------------------------------------- 9. SOLE DISPOSITIVE POWER None --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 20,030 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,030 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% (Based on 52,538 Units reported outstanding as of February 28, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN =============================================================================== AMENDMENT NO. 6 TO SCHEDULE 13D This Amendment No. 6, which relates to units of limited partnership interest ("Units") in Shelter Properties V Limited Partnership, a South Carolina limited partnership (the "Partnership"), and is being filed jointly by Insignia Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia Properties Trust, a Maryland real estate investment trust ("IPT"), Insignia Financial Group, Inc., a Delaware corporation ("Insignia"), and Mr. Andrew L. Farkas ("Mr. Farkas") (collectively, the "Reporting Persons"), supplements and amends the Statement on Schedule 13D originally filed with the Commission on May 30, 1995, as amended by Amendment No. 1 filed with the Commission on June 14, 1995, Amendment No. 2 filed with the Commission on June 21, 1995, Amendment No. 3 filed with the Commission on July 3, 1995, Amendment No. 4 filed with the Commission on November 27, 1995 and Amendment No. 5 filed with the Commission on April 25, 1997 (as amended, the "Statement"). Capitalized terms used but not defined in this Amendment No. 6 have the meanings ascribed to them in the Statement. The following Items of the Statement are hereby supplemented and/or amended as indicated: ITEM 2. IDENTITY AND BACKGROUND. Effective June 16, 1997, Jeffrey P. Cohen is serving as Vice President of IPT. Mr. Cohen's principal occupation is to serve as Senior Vice President--Investment Banking of Insignia, and his business address is 375 Park Avenue, Suite 3401 New York, New York 10152. Mr. Cohen is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds used by Insignia in making the purchase described in Item 5(c) was $4,551,598, and Insignia used its working capital to make such purchase. ITEM 4. PURPOSE OF THE TRANSACTION. The Reporting Persons acquired the Units for investment purposes. None of the Reporting Persons has any current plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Partnership or the disposition of any such securities, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Partnership or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Partnership or any of its subsidiaries, (d) any change in the present management of the Partnership, (e) any material change in the present capitalization or dividend policy of the Partnership, (f) any other material change in the Partnership's business or corporate structure, (g) any other material change in the Partnership's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Partnership by any person, (h) causing a class of securities of the Partnership to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Partnership becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any action similar to any of the enumerated in (a) through (i) above. However, the Reporting Persons may acquire additional Units, whether through private purchases, tender or exchange offers or by any other means deemed advisable. The Reporting Persons also may consider selling some or all of their Units, either directly or by a sale of one or more interests 6 in one or more of the Reporting Persons, depending among other things on liquidity, strategic, tax and other considerations. Although the Reporting Persons do not intend to change current management or the operation of the Partnership and have no current plans for any extraordinary transaction involving the Partnership, these plans could change in the future. In addition, the Reporting Persons expect that consistent with its fiduciary obligations, Shelter Realty V Corporation, which is the general partner of the Partnership and an affiliate of the Reporting Persons (the "General Partner"), will seek and review opportunities to engage in transactions which could benefit the Partnership, such as sales or refinancings of assets or combinations of the Partnership with one or more other entities, with the objective of seeking to maximize returns to holders of Units. In that regard, the Reporting Persons expect the General Partner will carefully consider any suggestions or proposals the Reporting Persons may make. The Reporting Persons have been advised that the possible future transactions the General Partner expects to consider on behalf of the Partnership include (i) payment of extraordinary distributions; (ii) refinancing, reducing or increasing existing indebtedness of the Partnership; (iii) sales of assets, individually or as part of a complete liquidation; and (iv) mergers or other consolidation transactions involving the Partnership. Any such merger or consolidation transaction could involve other limited partnerships in which the General Partner or its affiliates serve as general partners, or a combination of the Partnership with one or more existing, publicly traded entities (including, possibly, affiliates of the Reporting Persons), in any of which holders of Units might receive cash, common stock or other securities or consideration. There is no assurance, however, as to when or whether any of the transactions referred to above might occur. A merger or other consolidation transaction and certain kinds of other extraordinary transactions would require a vote of the limited partners in the Partnership. The Reporting Persons' primary objective in acquiring the Units is not, however, to influence the vote on any particular transaction, but rather to generate a profit on the investment represented by those Units. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) IPLP owns 20,030 Units, representing approximately 38.1% of the outstanding Units based on the 52,538 Units reported by the Partnership to be outstanding at February 28, 1997. IPT, Insignia and Mr. Farkas may be deemed to be beneficial owners of the Units directly owned by IPLP by reason of their respective relationships with IPLP. IPT is the sole general partner of IPLP, and Insignia is the majority shareholder of IPT. Mr. Farkas is the Chairman, Chief Executive Officer and President of Insignia and is the beneficial owner of approximately 27.9% of its outstanding common stock. Accordingly, for purposes of this Amendment No. 6, the Reporting Persons all are reporting that they share the power to vote or direct the vote and the power to dispose or direct the disposition of the 20,030 Units directly owned by IPLP. (c) On June 13, 1997, Insignia purchased 6,407 Units for an aggregate purchase price of $4,551,598 from High River Limited Partnership ("High River"), which is controlled by Carl Icahn, in a privately negotiated transaction. Effective as of June 17, 1997, (i) Insignia contributed the Units acquired from High River to IPT in exchange for common shares of IPT, and (ii) IPT in turn contributed those Units to IPLP in exchange for units of general partner interest in IPLP. No other transactions in the Units have been effected by any of the Reporting Persons within the last 60 days. (d)-(e) Not applicable. 7 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.6 Purchase and Sale Agreement, dated as of June 13, 1997, between Insignia and High River. Exhibit 7.7 Contribution Agreement, dated as of June 17, 1997, between Insignia and IPT. Exhibit 7.8 Contribution Agreement, dated as of June 17, 1997, between IPT and IPLP. Exhibit 7.9 Agreement of Joint Filing, dated June 20, 1997, among the Reporting Persons. 8 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 20, 1997 INSIGNIA PROPERTIES, L.P. By: Insignia Properties Trust, its general partner By: /s/ Jeffrey P. Cohen -------------------------------------------------- Jeffrey P. Cohen Vice President INSIGNIA PROPERTIES TRUST By: /s/ Jeffrey P. Cohen -------------------------------------------------- Jeffrey P. Cohen Vice President INSIGNIA FINANCIAL GROUP, INC. By: Jeffrey P. Cohen -------------------------------------------------- Jeffrey P. Cohen Senior Vice President /s/ Andrew L. Farkas ----------------------------------------------------- Andrew L. Farkas 9 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 7.6 Purchase and Sale Agreement, dated as of June 13, 1997, between Insignia and High River. 7.7 Contribution Agreement, dated as of June 17, 1997, between Insignia and IPT. 7.8 Contribution Agreement, dated as of June 17, 1997, between IPT and IPLP. 7.9 Agreement of Joint Filing, dated June 20, 1997, among the Reporting Persons. 10 EX-7.6 2 PURCHASE AND SALE AGREEMENT EXHIBIT 7.6 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is entered into as of the 13th day of June, 1997, by and between High River, a Delaware limited partnership ("Seller"), and Insignia Financial Group, Inc., a Delaware corporation ("Purchaser"). RECITALS WHEREAS, Seller and certain of its affiliates and Purchaser and certain of its affiliates are parties to a series of six separate settlement agreements (collectively, the "Settlement Agreements"), each dated as of June 17, 1995 and relating to one of the six Shelter Partnerships (as defined herein); WHEREAS, Seller is the record owner of: 1,695 units of limited partnership interest in Shelter Properties I Limited Partnership (the "Shelter I Units"); 2,857 units of limited partnership interest in Shelter Properties II Limited Partnership (the "Shelter II Units"); 5,398 units of limited partnership interest in Shelter Properties III Limited Partnership (the "Shelter III Units"); 4,263 units of limited partnership interest in Shelter Properties IV Limited Partnership (the "Shelter IV Units"); 6,407 units of limited partnership interest in Shelter Properties V Limited Partnership (the "Shelter V Units"); and 2,961 units of limited partnership interest in Shelter Properties VI Limited Partnership (the "Shelter VI Units"); WHEREAS, the limited partnerships referred to in the preceding clause are collectively referred to herein as the "Shelter Partnerships," and the Shelter I Units, Shelter II Units, Shelter III Units, Shelter IV Units, Shelter V Units and Shelter VI Units are collectively referred to herein as the "Shelter Units"; and WHEREAS, Seller desires to sell, and Purchaser desires to purchase, the Shelter Units on the terms and subject to the conditions set forth in this Agreement; AGREEMENT NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties covenants and agreements contained herein, and intending to be legally bound, the parties hereto hereby agree as follows: 1. Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, in exchange for the consideration described in Sections 2, all of the right, title and interest of Seller in and to the Shelter Units, free and clear of all liens. 2. Purchase Price. The aggregate purchase price for the Shelter Units is $15,500,000.00 (the "Purchase Price"), payable in cash in the manner provided in Section 3. The Purchase Price shall be allocated between the Shelter I Units, Shelter II Units, Shelter III Units, Shelter IV Units, Shelter V Units and Shelter VI Units sold by Seller pursuant hereto as provided on Schedule I attached hereto. 3. Closing. The closing of the purchase and sale of the Shelter Units contemplated hereby (the "Closing") will take place on June 13, 1997 (the "Closing Date"). At the Closing, Purchaser will pay the Purchase Price by wire transfer of immediately available funds to the account of Seller designated on Schedule II attached hereto. Simultaneously, Seller will assign and transfer to Purchaser good and valid title in and to the Shelter Units, free and clear of any and all liens, charges and encumbrances (other than those contained in or resulting from the Settlement Agreements), by delivering to Purchaser the Assignments of Partnership Interest attached as Exhibits A -- F hereto. 4. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser that each of the following statements is true and correct as of the date hereof and will be true and correct as of the Closing Date as if made on and as of such date: (a) Organization of Seller. Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Shelter Units. (b) Authority. The execution and delivery by Seller of this Agreement, and the performance by Seller of its obligations hereunder, have been duly and validly authorized by requisite action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) Shelter Units. The Shelter Units are legally and beneficially owned by Seller. Except as contemplated in this Agreement and in the Settlement Agreements, there is no option, warrant, conversion or other right, agreement or commitment of any kind, contingent or otherwise, obligating Seller to sell any of the Shelter Units, and no authorization therefor has been given. The Shelter Units are, and will immediately prior to the Closing be, free and clear of any assessment, lien, restrictions, pledge, claim, proxy, security interest, option, rights of others or encumbrances of any kind, nature or description (other than those contained in or resulting from the Settlement Agreements). Neither Seller nor any of its affiliates owns (beneficially or of record) any units of limited partnership interest in any of the Shelter Partnerships other than the Shelter Units. (d) Shelter Partnerships. Seller hereby expressly acknowledges that it understands that certain affiliates of the Purchaser are the general partners of the Shelter Partnerships, and, accordingly, the Purchaser may possess or have access to non-public information concerning the Shelter Partnerships and their respective properties and operations. Seller has taken the foregoing into account in making its decision to sell the Shelter Units to Purchaser and in determining the Purchase Price therefor. In addition, Seller has been given the opportunity to ask questions of each Purchaser and the Shelter Partnerships and the general 2 partners thereof, and of their respective managements, in connection with the sale of the Shelter Units, and has received satisfactory answers to all such questions. (e) Brokers' and Finders' Fees. Neither Seller nor any agent or representative of Seller has employed any broker or finder or incurred any liability for any brokerage fees or commission in connection with the transactions contemplated by this Agreement. 5. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that each of the following statements is true and correct as of the date hereof and will be true and correct as of the Closing Date as if made on and as of such date: (a) Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. (b) Authority. The execution and delivery by Purchaser of this Agreement, and the performance by Purchaser of its obligations hereunder, have been duly and validly authorized by requisite corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (c) Brokers' and Finders' Fees. Neither Purchaser nor any agent or representative of Purchaser has employed any broker or finder or incurred any liability for any brokerage fees or commission in connection with the transactions contemplated by this Agreement. 6. Closing Conditions. (a) Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion): (i) Representations and Warranties. Each of the representations and warranties made by Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date. (ii) Performance. Seller shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Seller at or before the Closing. (b) Conditions to Obligations of Seller. The obligations of Seller hereunder 3 are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion): (i) Representations and Warranties. Each of the representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date. (ii) Performance. Purchaser shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. 7. Settlement Agreements. Notwithstanding the sale of the Shelter Units pursuant to this Agreement, the parties agree, and Seller expressly confirms and acknowledges, that the provisions of Articles III and IV of each of the Settlement Agreements shall continue to apply to the Icahn Entities and their Affiliates (each as defined in the Settlement Agreements) in full force and effect for the respective terms thereof, unaffected by the sale of the Shelter Units pursuant hereto, but the restrictions contained in such Articles shall no longer apply to the Insignia Entities and their Affiliates (each as defined in the Settlement Agreements); provided, however, that if and to the extent that any of the terms and conditions of the sale of the Shelter Units pursuant to this Agreement, or the mechanics of such sale, are inconsistent with the provisions of Article IV of the Settlement Agreements, such inconsistent provisions are hereby waived by Purchaser. 8. Indemnification. (a) Survival of Representations, Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements contained or made in this Agreement shall survive for a period of three years from the date hereof, notwithstanding any investigation conducted with respect thereto or any knowledge acquired as to the accuracy or inaccuracy of any such representation or warranty or any breach or non-performance of any such covenant or agreement. (b) Losses. For purposes of this Section 8, the terms Losses shall mean any and all losses, damages, liabilities (including punitive or exemplary damages and fines or penalties and any interest thereon), costs, and expenses, claims liens or other obligations of any nature whatsoever, including without limitation the costs of investigation and defense and reasonable attorneys' and other professional fees and expenses. (c) Indemnification by Seller. Seller shall indemnify, defend and hold harmless Purchaser from, against and in respect of any and all Losses asserted against, or paid, suffered or incurred by, Purchaser which, directly or indirectly, arise out of, result from, are based upon or relate to (i) the inaccuracy, untruth, or incompleteness, as of the date made (or deemed made), 4 of any representation or warranty of Seller contained herein or (ii) any breach by Seller of any covenant or agreement of Seller contained herein. (d) Indemnification by Purchaser. Purchaser shall indemnify, defend and hold harmless Seller from, against and in respect of any and all Losses asserted against, or paid, suffered or incurred by, Seller which, directly or indirectly, arise out of, result from, are based upon or relate to (i) the inaccuracy, untruth, or incompleteness, as of the date made (or deemed made), of any representation or warranty of Purchaser contained herein or (ii) any breach by Purchaser of any covenant or agreement of Purchaser contained herein. 9. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission, or sent next-day delivery via Federal Express or a similar overnight courier, as follows: (a) If to Seller: High River Limited Partnership 767 Fifth Avenue 47th Floor New York, New York 10153 Attention: Edward Mattner Telephone: Facsimile: (b) If to Purchaser: Insignia Financial Group, Inc. 375 Park Avenue Suite 3401 New York, New York 10152 Attention: Jeffrey P. Cohen Telephone: (212) 888-4753 Facsimile: (212) 980-8544 with a copy to: Insignia Financial Group, Inc. One Insignia Financial Plaza Greenville, South Carolina 29602 Attention: General Counsel Telephone: (864) 239-1000 Facsimile: (864) 239-1069 5 A notice shall be deemed given for purposes of this Agreement (i) on the date of delivery, if delivered personally or sent by facsimile transmission, and (ii) on the first business day following the date of dispatch if sent next-day delivery via Federal Express or similar a overnight courier. Any party may change the address to which notices are to be sent by giving written notice of such change of address to the other parties in the manner above provided for giving notice. 10. Miscellaneous Provisions. (a) Fees and Expenses. Except as otherwise specifically provided in this Agreement, each of the parties hereto shall pay its own expenses (including, without limitation, attorneys' fees and out-of-pocket expenses) incident to this Agreement and the transactions contemplated hereby. (b) Amendment. This Agreement may not be amended, modified, superseded, canceled, renewed or extended except by a written instrument signed by each of the parties hereto. (c) Waiver; Effect of Waiver. No provision of this Agreement may be waived except by a written instrument signed by the party waiving compliance. No waiver by any party hereto of any of the requirements hereof or of any of such party's rights hereunder shall release the other parties from full performance of their remaining obligations stated herein. No failure to exercise or delay in exercising on the part of any party hereto any right, power or privilege of such party shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege by such party. (d) Assignment. This Agreement and the rights and obligations hereunder shall not be assigned or transferred by any party without the prior written consent of the other party hereto. Any purported assignment or transfer made in violation of the provisions of this Agreement shall be void and of no effect. (e) Entire Agreement. Except as provided in Section 7, this Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement among the parties with respect to the transactions described herein, and supersedes all prior and purportedly contemporaneous agreements, understandings, representations and warranties, written and oral, among the parties with respect to the subject matter hereof. (f) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. (g) No Third-Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights 6 upon any other person. (h) Time of Essence. Time is of the essence in this Agreement. (i) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflicts of law. (j) Interpretation. Each of the parties hereto acknowledges that this Agreement has been reviewed by such party and its counsel prior to its execution and that changes were made to this Agreement based upon the comments of such party and its counsel. If any dispute arises with respect to the interpretation of any provision of this Agreement, such provision shall be deemed to have been drafted by all of the parties hereto and shall not be construed against any party on the basis that such party was responsible for drafting such provision. (k) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7 IN WITNESS WHEREOF, each of the parties hereto, intending to be legally bound, has executed this Purchase and Sale Agreement as of the date first above written. HIGH RIVER LIMITED PARTNERSHIP By: Riverdale, L.L.C., its General Partner By: /s/ Edward Mattner ------------------------------------ Edward Mattner Manager INSIGNIA FINANCIAL GROUP, INC. By: /s/ Jeffrey P. Cohen ------------------------------------ Jeffrey P. Cohen Senior Vice President 8 EX-7.7 3 CONTRIBUTION AGREEMENT EXHIBIT 7.7 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (the "AGREEMENT") is entered into as of June 17, 1997 by and between Insignia Financial Group, Inc., a corporation organized under the laws of the State of Delaware ("INSIGNIA"); and Insignia Properties Trust, a Maryland business trust (the "TRUST"). RECITALS A. Insignia owns the equity interests identified on Schedule A hereto (the "INTERESTS"). B. Insignia is currently a shareholder of the Trust. C. Insignia and the Trust each desires that Insignia contribute all of the Interests to the Trust in exchange for additional common shares of beneficial interest of the Trust ("SHARES"). In consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, Insignia and the Trust hereby agree as follows: ARTICLE 1 CONTRIBUTION OF INTERESTS 1.1 CONTRIBUTION OF THE INTERESTS. Subject to the terms and conditions of this Agreement, Insignia hereby assigns and delivers to the Trust all of its right, title and interest in and to the Interests in exchange for the aggregate number of Shares indicated on Schedule A hereto, such Shares to be allocated among the various Interests as indicated on Schedule A. 1.2 ASSIGNMENT OF OWNERSHIP INTERESTS. Insignia hereby grants, assigns, transfers, conveys and delivers to the Trust, all of Insignia's right, title and interest in and to the Interests free and clear of all liens, encumbrances, security interests and competing claims, other than those contained in the governing documents of the various entities to which the Interests relate (the "GOVERNING AGREEMENTS"). 1.3 ASSUMPTION OF OBLIGATIONS. By acceptance of this Agreement the Trust hereby agrees to be bound, from and after the date hereof, by all of the terms and provisions of the Governing Agreements as the holder of the Interests and assumes and agrees to perform, pay and discharge in full, when due, all of Insignia's liabilities and obligations under the Governing Agreements with respect to the Interests; provided, however, that this assumption shall have application only to those liabilities and obligations of Insignia first accruing or arising on or after the date hereof and shall have no application to any such liabilities and obligations accruing or arising prior to the date hereof. ARTICLE 2 DELIVERIES 2.1 DELIVERIES BY INSIGNIA. In addition to the Interests, Insignia will, upon request, promptly deliver such approvals and documents as the Trust may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement or any other agreement or document delivered in connection herewith. 2.2 EFFECT OF CONTRIBUTION. The Trust will deliver to Insignia a certificate or certificates evidencing the Shares to be issued pursuant hereto. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF INSIGNIA 3.1 CONVEYANCE OF INTEREST. Upon execution and delivery of this Agreement, all of the Interests will be transferred to the Trust. 3.2 ORGANIZATION. Insignia is a corporation validly existing and in good standing under the laws of its state of incorporation. 3.3 AUTHORITY. Insignia has the corporate power and authority to carry on its business as now conducted, and to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Insignia of this Agreement have been duly authorized by all necessary corporate action; and this Agreement has been duly executed and delivered by Insignia and is enforceable against Insignia in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, receivership, conservatorship, reorganization, liquidation, moratorium or similar events affecting Insignia or its assets, or by general principles of equity. ARTICLE 4 MISCELLANEOUS PROVISIONS 4.1 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified or supplemented only by written agreement of the parties hereto. 4.2 WAIVER OF COMPLIANCE; CONSENTS. Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be waived by the other party; provided, however, that any such waiver may be made only by a written instrument signed by the party granting such waiver. 4.3 ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the parties hereto, their respective successors and permitted assigns. 2 4.4 EXPENSES. Whether or not the transactions contemplated by this Agreement shall be consummated, all fees and expenses (including all fees of counsel and accountants) incurred by any party in connection with the negotiation and execution of this Agreement and the Assignment Agreement shall be borne by such party. 4.5 FURTHER ASSURANCES. From time to time, at the request of Insignia or the Trust and without further consideration, each party, at its own expense, will execute and deliver such other documents, and take such other action, as Insignia or the Trust may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in the Trust good and marketable title to the Interests. 4.6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to its conflicts of law doctrines). Insignia and the Trust each (i) irrevocably submits to the jurisdiction of any Delaware State court or federal court sitting in Delaware in any action arising out of this Agreement or any instrument or document delivered hereunder, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of inconvenient forum and (iv) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. 4.7 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become a binding Agreement when one or more of the counterparts have been signed by each of the parties and delivered to the other party. 4.8 HEADINGS. The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 4.9 ENTIRE AGREEMENT. This Agreement (including Schedule A hereto and any further instruments of assigned used to effect the contributions contemplated hereby) embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 4.10 SEVERABILITY. If any one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 4.11 SCHEDULES. Schedule A attached hereto is hereby incorporated in and made a part of this Agreement as if set forth in full herein. 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. INSIGNIA FINANCIAL GROUP, INC. By: /s/ Jeffrey P. Cohen ___________________________ Jeffrey P. Cohen Senior Vice President INSIGNIA PROPERTIES TRUST By: /s/ Jeffrey P. Cohen ___________________________ Jeffrey P. Cohen Vice President 4 EX-7.8 4 CONTRIBUTION AGREEMENT EXHIBIT 7.8 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (the "AGREEMENT") is entered into as of June 17, 1997 by and between Insignia Properties Trust, a Maryland business trust ("IPT"); and Insignia Properties, L.P., a limited partnership organized under the laws of the State of Delaware (the "PARTNERSHIP"). RECITALS A. IPT owns the equity interests identified on Schedule A hereto (the "INTERESTS"). B. IPT is the general partner of the Partnership. C. IPT and the Partnership each desires that IPT contribute the Interests to the Partnership in exchange for additional general partner units of the Partnership ("GP UNITS"). In consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, IPT and the Partnership hereby agree as follows: ARTICLE I. CONTRIBUTION OF INTERESTS 1.01 CONTRIBUTION OF THE INTERESTS. Subject to the terms and conditions of this Agreement, on the date hereof (the "CLOSING DATE"), IPT shall assign and deliver to the Partnership as a Capital Contribution (as defined in the Second Amended and Restated Agreement of Limited Partnership of Insignia Properties, L.P. (the "PARTNERSHIP AGREEMENT")) all of its right, title and interest in and to the Interests in exchange for the aggregate number of GP Units indicated on Schedule A hereto, such GP Units to be allocated among the various Interests as indicated on Schedule A. 1.02 ASSIGNMENT OF OWNERSHIP INTEREST. Effective as of the Closing Date, IPT shall grant, assign, transfer, convey and deliver to the Partnership, all of IPT's right, title and interest in and to the Interests free and clear of all liens, encumbrances, security interests and competing claims, other than those contained in the governing documents of the various entities to which the Interests relate (the "GOVERNING AGREEMENTS"). 1.03 ASSUMPTION OF OBLIGATIONS. By acceptance of this Agreement the Partnership hereby agrees to be bound, from and after the Closing Date, by all of the terms and provisions of the Governing Agreement as the holder of the Interests and assumes and agrees to perform, pay and discharge in full, when due, all of IPT's liabilities and obligations under the Governing Agreements with respect to the Interests; provided, however, that this assumption shall have application only to those liabilities and obligations of IPT first accruing or arising on or after the Closing Date and shall have no application to any such liabilities and obligations accruing or arising prior to the Closing Date. ARTICLE II. DELIVERIES 2.01 DELIVERIES BY IPT. In addition to the Interests to be delivered to the Partnership on the Closing Date, IPT will, upon request, promptly deliver such approvals and documents as the Partnership may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement or any other agreement or document delivered pursuant hereto. 2.02 EFFECT OF CONTRIBUTION. The Partnership will (i) issue the GP Units to be issued pursuant hereto to IPT and (ii) credit the Capital Account (as defined in the Partnership Agreement) of IPT accordingly. ARTICLE III. REPRESENTATIONS AND WARRANTIES OF IPT 3.01 CONVEYANCE OF INTEREST. Upon the Closing Date, all of IPT's right, title and interest in and to the Interests will be transferred to the Partnership. 3.02 ORGANIZATION. IPT is validly existing and in good standing under the laws of its state or organization. 3.03 AUTHORITY. IPT has the power and authority to carry on its business as now conducted, and to execute and deliver this Agreement and to perform is obligations hereunder. The execution, delivery and performance by IPT of this Agreement have been duly authorized by all necessary corporate action; and this Agreement has been duly executed and delivered by IPT and is enforceable against IPT in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, receivership, conservatorship, reorganization, liquidation, moratorium or similar events affecting IPT or its assets, or by general principles of equity. ARTICLE IV. MISCELLANEOUS PROVISIONS 4.01 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified or supplemented only by written agreement of the parties hereto. 4.02 WAIVER OF COMPLIANCE CONSENTS. Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be waived by the other party; provided, however, that any such waiver may be made only by a written instrument signed by the party granting such waiver. 2 4.03 ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon the parties herein and their respective successors and permitted assigns and shall inure to the benefit of the parties hereto, their respective successors and permitted assigns. 4.04 EXPENSES. Whether or not the transactions contemplated by this Agreement shall be consummated, all fees and expenses (including all fees of counsel and accountants) incurred by any party in connection with the negotiation and execution of this Agreement shall be borne by such party. 4.05 FURTHER ASSURANCES. From time to time, at the request of IPT or the Partnership and without further consideration, each party, at its own expense, will execute and deliver such other documents, and take such other action, as IPT or the Partnership may reasonably request in order to consummate more effectively the transactions contemplated hereby and to vest in the Partnership good and marketable title to the Interests. 4.06 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to its conflicts of law doctrines). IPT and the Partnership each (i) irrevocably submits to the jurisdiction of any Delaware State court or federal court sitting in Delaware in any action arising out of this Agreement or any instrument or document delivered hereunder, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of inconvenient forum and (iv) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. 4.07 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become a binding Agreement when one or more of the counterparts have been signed by each of the parties and delivered to the other party. 4.08 HEADINGS. The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 4.09 ENTIRE AGREEMENT. This Agreement (including Schedule A hereto and any further instruments of assignment used to effect the contributions contemplated hereby) embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 4.10 SEVERABILITY. If any one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 3 4.11 INCONSISTENCY OR CONFLICT. In the event of any inconsistency or conflict between any provision of this Agreement and any provision of the Partnership Agreement, the provision of this Agreement shall govern. 4.12 SCHEDULES. Schedule A attached hereto is hereby incorporated in and made a part of this Agreement as if set forth in full herein. [Signature page follows] 4 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. INSIGNIA PROPERTIES TRUST By: /s/ Jeffrey P. Cohen -------------------------------------------------- Jeffrey P. Cohen Vice President INSIGNIA PROPERTIES, L.P. By: Insignia Properties Trust, as General Partner By: /s/ Jeffrey P. Cohen -------------------------------------------------- Jeffrey P. Cohen Vice President 5 EX-7.9 5 AGREEMENT OF JOINT FILING EXHIBIT 7.9 AGREEMENT OF JOINT FILING ------------------------- Insignia Properties, L.P., Insignia Properties Trust, Insignia Financial Group, Inc. and Andrew L. Farkas agree that the Statement on Schedule 13D to which this Agreement is attached as an exhibit, and all future amendments to this Statement, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: June 20, 1997 INSIGNIA PROPERTIES, L.P. By: Insignia Properties Trust, its general partner By: /s/ Jeffrey P. Cohen ------------------------------------------------ Jeffrey P. Cohen Vice President INSIGNIA PROPERTIES TRUST By: /s/ Jeffrey P. Cohen ------------------------------------------------ Jeffrey P. Cohen Vice President INSIGNIA FINANCIAL GROUP, INC. By: /s/ Jeffrey P. Cohen ------------------------------------------------ Jeffrey P. Cohen Senior Vice President /s/ Andrew L. Farkas --------------------------------------------------- Andrew L. Farkas -----END PRIVACY-ENHANCED MESSAGE-----