-----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, J0ASfO2sI1+TaBEBUqO+quCPc8ook3jgAfUp3hhiGMbxpTwcOlKqaUKZAdKgcY+p V6SLwCzS/rPN3pYp6SRVRg== 0000950136-97-000726.txt : 19970617 0000950136-97-000726.hdr.sgml : 19970617 ACCESSION NUMBER: 0000950136-97-000726 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970616 SROS: NYSE GROUP MEMBERS: ANDREW L. FARKAS GROUP MEMBERS: INSIGNIA FINANCIAL GROUP, INC. GROUP MEMBERS: LIQUIDITY ASSISTANCE L.L.C. GROUP MEMBERS: MARKET VENTURES LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES INCOME PROPERTIES LTD IV CENTRAL INDEX KEY: 0000763049 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953974194 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51129 FILM NUMBER: 97624117 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARKET VENTURES LLC CENTRAL INDEX KEY: 0001040972 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------ ANGELES INCOME PROPERTIES, LTD. IV (Name of Issuer) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) NONE (Cusip Number) ------------------------------------ JOHN K. LINES, ESQ. GENERAL COUNSEL AND SECRETARY INSIGNIA FINANCIAL GROUP, INC. ONE INSIGNIA FINANCIAL PLAZA GREENVILLE, SOUTH CAROLINA 29602 (864) 239-1675 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ------------------------------------ COPY TO: JOHN A. HEALY, ESQ. ROGERS & WELLS 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 ------------------------------------ APRIL 29, 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 MARKET VENTURES L.L.C. - ------------------------------------------------------------------------------- 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 8. SHARED VOTING POWER EACH REPORTING PERSON WITH 5,357 - ------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 5,357 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,906 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% (Based on 131,585 Units reported outstanding as of March 31, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- CUSIP No. None 13D Page 3 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON LIQUIDITY ASSISTANCE L.L.C. - ------------------------------------------------------------------------------- 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 8. SHARED VOTING POWER EACH REPORTING 1,549 PERSON WITH - ------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 1,549 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,906 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% (Based on 131,585 Units reported outstanding as of March 31, 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 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 8. SHARED VOTING POWER EACH REPORTING 6,906 PERSON WITH - ------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 6,906 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,906 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% (Based on 131,585 Units reported outstanding as of March 31, 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 DELAWARE - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY -------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 6,906 PERSON WITH - ------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 6,906 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,906 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% (Based on 131,585 Units reported outstanding as of March 31, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D FILED PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (the "Statement") relates to the units of limited partnership interest ("Units") in Angeles Income Properties, Ltd. IV, a California limited partnership (the "Partnership"). The Partnership's principal executive offices are located at One Insignia Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602. The Partnership's sole general partner is Angeles Realty Corporation II, a California corporation (the "General Partner"). ITEM 2. IDENTITY AND BACKGROUND. The names and business addresses of the persons filing this statement are: (i) Market Ventures L.L.C., a Delaware limited liability company ("Market Ventures"), which has offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602; (ii) Liquidity Assistance, L.L.C., a Delaware limited liability company ("Liquidity"), which has offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602; (iii) Insignia Financial Group, Inc., a Delaware corporation ("Insignia"), with offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602; and (iv) Mr. Andrew L. Farkas, a United States citizen ("Mr. Farkas") who is the Chairman, Chief Executive Officer and President of Insignia and who has an office at c/o Insignia, One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602 (Mr. Farkas, Insignia, Liquidity and Market Ventures are sometimes collectively referred to in this Statement as the "Reporting Persons"). The name, business address, present principal occupation or employment and citizenship of each director or manager and executive officer of Insignia, Market Ventures and Liquidity are set forth in Schedule I, Schedule II and Schedule III, respectively, to this Statement. During the past five years no Reporting Person nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule I, Schedule II or Schedule III has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him or it being 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. Insignia is a fully integrated real estate services organization specializing in the operation and ownership of securitized real estate assets. Insignia is the largest property manager in the United States, has been the largest manager of multi-family residential properties since 1992, and is among the largest managers of commercial properties. Insignia's real estate services include property management, providing all of the day-to-day services necessary to operate a property, whether residential or commercial; asset management, including long-term financial planning, monitoring and implementing capital improvement plans, and development and execution of refinancings and dispositions; real estate leasing and brokerage; maintenance and construction services; marketing and advertising; investor reporting and accounting; and investment banking, including assistance in workouts and restructurings, mergers and acquisitions, and debt and equity securitizations. Through its subsidiary, Compleat Resource Group, Inc., Insignia markets consumer goods and services to the residents and owners of multi-family properties, including properties which Insignia manages. Insignia provides property and/or asset management services for over 3,100 properties, which include approximately 260,000 residential units (including cooperative and condominium units), and in excess of 149 million square feet of retail, commercial and industrial space, located in over 500 cities in 48 states. Insignia currently provides partnership administration services to approximately 900 limited partnerships having approximately 400,000 limited partners. Insignia is a public company whose stock is traded on the New York Stock Exchange under the symbol IFS. 6 Insignia is the owner of 99% of the units of common member interest in Market Ventures, and Insignia Commercial Group, Inc., a wholly-owned subsidiary of Insignia, owns the other 1% interest in Market Ventures. Market Ventures' principal business is the ownership of real estate securities. Information with respect to the manager and executive officers of Market Ventures is detailed in Schedule II hereto. Insignia is the owner of 99% of the units of common member interest in Liquidity, and Insignia Commercial Group, Inc., a wholly-owned subsidiary of Insignia, owns the other 1% interest in Liquidity. Liquidity's principal business is the ownership of real estate securities. Information with respect to the manager and executive officers of Liquidity is detailed in Schedule III hereto. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds used by Market Ventures and Liquidity in making the purchases described in Item 5(c) was $361,076 and Market Ventures and Liquidity each used their working capital to make such purchases. ITEM 4. PURPOSE OF THE TRANSACTION. Liquidity and Market Ventures have 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 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 the General Partner's fiduciary obligations, 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. 7 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) Market Ventures directly owns 5,357 Units and Liquidity directly owns 1,549 Units (for an aggregate of 6,906 Units), representing 4.1% and 1.2%, respectively, or a total of 5.3% of the outstanding Units based on the 131,585 Units reported by the Partnership to be outstanding at March 31, 1997. Insignia and Mr. Farkas may be deemed to be beneficial owners of the Units directly owned by Market Ventures and by Liquidity by reason of Insignia's ownership interests in Market Ventures and Liquidity and Mr. Farkas's relationship with Insignia. 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 Statement: (i) Market Ventures is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 5,357 Units directly owned by it; (ii) Liquidity is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 1,549 Units directly owned by it; and (iii) Insignia and Mr. Farkas are reporting that they each share the power to vote or direct the vote and the power to dispose or direct the disposition of the aggregate of 6,906 Units directly owned by Market Ventures and Liquidity. (c) On April 29, 1997, Market Ventures purchased 4,481 Units for an aggregate purchase price of $358,480.00 from the Equity Resources Pilgrim Fund in a privately negotiated transaction, and on May 21, 1977, Market Ventures purchased 20 Units for an aggregate purchase price of $2,236.00 through the facilities of the Chicago Partnership Board. On May 21, 1997, Liquidity purchased 4 Units for an aggregate purchase price of $360.00 from an individual in a privately negotiated transaction. (d)-(e) Not applicable. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person exists with respect to any securities of the Partnership, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 8 ITEM 6. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.1 Agreement of Joint Filing, dated June 13, 1997, among the Reporting Persons. 9 SIGNATURES After reasonable 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 13, 1997 MARKET VENTURES L.L.C. By: /s/ John K. Lines -------------------------------------- John K. Lines Vice President LIQUIDITY ASSISTANCE L.L.C. By: /s/ J. Scott Kester -------------------------------------- J. Scott Kester President INSIGNIA FINANCIAL GROUP, INC. By: /s/ Jeffrey P. Cohen -------------------------------------- Jeffrey P. Cohen Senior Vice President ANDREW L. FARKAS /s/ Andrew L. Farkas -------------------------------------- 10 SCHEDULE I INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF INSIGNIA Set forth in the table below are the name and the present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each of the directors and executive officers of Insignia. Unless otherwise indicated, each person identified below is employed by Insignia. The principal business address of Insignia and, unless otherwise indicated, each person identified below, is One Insignia Financial Plaza, Greenville, South Carolina 29602. Directors are identified by an asterisk. All persons identified below are United States citizens. Name Present Principal Occupation or Employment - ---- ------------------------------------------ ANDREW L. FARKAS* Andrew L. Farkas' principal occupation is to serve as Chairman of the Board, Chief Executive Officer and President of Insignia. JOHN F. JACQUES* John F. Jacques' principal occupations are to serve as 102 Woodmont Boulevard a director of Insignia and with the Office of the Suite 400 Chairman of Insignia. Mr. Jacques also serves as Nashville, TN 37205 Chairman, President and Chief Executive Officer of Compleat Resource Group, Inc., a wholly owned subsidiary of Insignia. ROBERT J. DENISON* Robert J. Denison's principal occupation is as a general partner of First Security Company II, L.P. ROBIN L. FARKAS* Robin L. Farkas' principal occupation is to serve 730 Park Avenue as a director of Insignia. New York, NY 10021 MERRIL M. HALPERN* Merril M. Halpern's principal occupation is to serve as c/o Charterhouse co-chief executive officer of Charterhouse Group 535 Madison Avenue International, Inc., a privately-owned investment firm New York, which actively engages in making private equity investments in a broad range of industrial and service companies located primarily in the United States. ROBERT G. KOEN* Robert G. Koen's principal occupation is as a partner 125 West 55th Street in the law firm Akin, Gump, Strauss, Hauer & Feld, New York, NY 10019 which represents Insignia or certain of its affiliates from time to time. MICHAEL I. LIPSTEIN* Michael I. Lipstein's principal occupation is as a 110 East 59th Street private investor. New York, NY 10022 BUCK MICKEL* Buck Mickel's principal occupation is to serve as Fluor/Daniel chairman of the board and chief executive officer of 301 N. Main Street RSI Holdings, a company offering distribution of Greenville, SC 29601 outdoor equipment. I-1 Name Present Principal Occupation or Employment - ---- ------------------------------------------ JAMES A. ASTON James A. Aston's principal occupation is to serve with the Office of the Chairman and as Chief Financial Officer of Insignia. FRANK M. GARRISO Frank M. Garrison's principal occupation is to serve 102 Woodmont Blvd. as Executive Managing Director of Insignia and Suite 400 President of Insignia Financial Services. Nashville, TN 37205 THOMAS R. SHULER Thomas R. Shuler's principal occupation is to serve as Executive Managing Director of Insignia and Chief Operating Officer of Insignia Residential Group, L.P. NEIL KREISEL Neil Kreisel's principal occupation is to serve as Kreisel Company, Inc. Executive Managing Director of Insignia and President 331 Madison Avenue of Insignia Management Group, L.P. New York, NY 10017 RONALD URETTA Ronald Uretta's principal occupation is to serve as Chief Operating Officer and Treasurer of Insignia. JEFFREY L. GOLDBERG Jeffrey L. Goldberg's principal occupation is to serve as Managing Director of Investment Banking of Insignia. HENRY HOROWITZ Henry Horowitz's principal occupation is to serve as Executive Managing Director of Insignia and Chief Operating Officer of Insignia Commercial Group, Inc. WILLIAM H. JARRARD, JR. William H. Jarrard, Jr.'s principal occupation is to serve as Managing Director of Partnership Administration of Insignia. ALBERT H. GOSSETT Albert H. Gossett's principal occupation is to serve as Senior Vice President and Chief Information Officer of Insignia. JOHN K. LINES John K. Lines' principal occupation is to serve as General Counsel and Secretary of Insignia. EDWARD S. GORDON Edward S. Gordon's principal occupation is to serve 200 Park Avenue with the Office of the Chairman and as Chairman of New York, NY 10166 Insignia/Edward S. Gordon Co., Inc. STEPHEN C. SIEGEL Stephen C. Siegel's principal occupation is to serve 200 Park Avenue as Executive Managing Director of Insignia, President New York, NY 10166 of Insignia/Edward S. Gordon Co., Inc. and President of Insignia Commercial Group, Inc. I-2 SCHEDULE II ----------- INFORMATION REGARDING THE MANAGER AND EXECUTIVE OFFICERS OF MARKET VENTURES Set forth in the table below are the name and the present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, of the manager and each of the executive officers of Market Ventures. Insignia indirectly owns 100% of Market Ventures. Unless otherwise indicated, each person identified below is employed by Insignia. The principal business address of Insignia and, unless otherwise indicated, each person identified below, is One Insignia Financial Plaza, Greenville, South Carolina 29602. The manager is identified by an asterisk. All persons identified below are United States citizens. Name Present Principal Occupation or Employment - ---- ------------------------------------------ SHERYL W. BAKER* Sheryl W. Baker's principal occupation is to serve as Assistant Controller of Insignia. Ms. Baker also serves as Manager and President of Market Ventures. JOHN K. LINES John K. Lines' principal occupation is to serve as General Counsel and Secretary of Insignia. Mr. Lines also serves as a Vice President of Market Ventures. RONALD URETTA Ronald Uretta's principal occupation is to serve as Chief Operating Officer and Treasurer of Insignia. Mr. Uretta also serves as a Vice President and Treasurer of Market Ventures. II-1 SCHEDULE III ------------ INFORMATION REGARDING THE MANAGER AND EXECUTIVE OFFICERS OF LIQUIDITY Set forth in the table below are the name and the present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, of the manager and each of the executive officers of Liquidity. Insignia indirectly owns 100% of Liquidity. Unless otherwise indicated, each person identified below is employed by Insignia. The principal business address of Insignia and, unless otherwise indicated, each person identified below, is One Insignia Financial Plaza, Greenville, South Carolina 29602. The manager is identified by an asterisk. All persons identified below are United States citizens. Name Present Principal Occupation or Employment - ---- ------------------------------------------ J. SCOTT KESTER* J. Scott Kester's principal occupation is to serve as a Vice President of Investment Banking of Insignia. Mr. Kester also serves as Manager and President of Liquidity. JOHN K. LINES John K. Lines' principal occupation is to serve as General Counsel and Secretary of Insignia. Mr. Lines also serves as a Vice President of Liquidity. RONALD URETTA Ronald Uretta's principal occupation is to serve as Chief Operating Officer and Treasurer of Insignia. Mr. Uretta also serves as a Vice President and Treasurer of Liquidity. III-1 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION ----------- ----------- 7.1 Agreement of Joint Filing, dated June 13, 1997, among the Reporting Persons. EX-7.1 2 AGREEMENT OF JOINT FILING EXHIBIT 7.1 AGREEMENT OF JOINT FILING ------------------------- Market Ventures L.L.C., Liquidity Assistance L.L.C., 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 13, 1997 MARKET VENTURES L.L.C. By: /s/ John K. Lines ---------------------------------------- John K. Lines Vice President LIQUIDITY ASSISTANCE L.L.C. By: /s/ J. Scott Kester ---------------------------------------- J. Scott Kester President INSIGNIA FINANCIAL GROUP, INC. By: /s/ Jeffrey P. Cohen ---------------------------------------- Jeffrey P. Cohen Senior Vice President ANDREW L. FARKAS /s/ Andrew L. Farkas ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----