-----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, ESx4SCJSNauHUY+JHf0G6ONWRcJgouMDHceCeo2qTBEOKRgrj/1WfK1O9QPHpfQ3 TEfIeUJ3tWsdZS0EdVvjdg== 0000950136-95-000449.txt : 19951206 0000950136-95-000449.hdr.sgml : 19951206 ACCESSION NUMBER: 0000950136-95-000449 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951205 SROS: NONE GROUP MEMBERS: INSIGNIA FINANCIAL GROUP, INC. GROUP MEMBERS: LIQUIDITY ASSISTANCE LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSTOWN CONSOLIDATED INCOME PARTNERS CENTRAL INDEX KEY: 0000787621 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943004963 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44545 FILM NUMBER: 95599126 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED CAPITAL INCOME GROWTH PARTNERS DATE OF NAME CHANGE: 19860401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIQUIDITY ASSISTANCE LLC CENTRAL INDEX KEY: 0001004401 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 57102824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O INSIGNIA FINANCIAL GROUP INC STREET 2: ONE INSIGNIA FINANCIAL PLAZA CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: C/O INSIGNIA FINANCIAL SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 --------------- JOHNSTOWN/CONSOLIDATED INCOME PARTNERS (Name of Issuer) UNITS OF LIMITED PARTNERSHIP INTEREST (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 (803) 239-1675 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) --------------- Copy to: JOHN A. HEALY, ESQ. ROBERT E. KING, JR., ESQ. ROGERS & WELLS 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 --------------- NOVEMBER 22, 1995 (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). [X] Check box if a fee is being paid with the statement. - ------------------------------------------------------------------------------- Page 1 of 14 Index to Exhibits Located at Page 12 SCHEDULE 13D CUSIP NO. NONE PAGE 2 OF 14 PAGES 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) [ ] - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 10,062* UNITS ------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 10,062* REPORTING ------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,062 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------
*Liquidity Assistance L.L.C. is the record holder of 10,062 Units. Insignia Financial Group, Inc., through its 99% ownership interest in Liquidity Assistance L.L.C., beneficially owns 10,062 Units and effectively has sole voting and dispositive power with respect to those Units. See Item 5. SCHEDULE 13D CUSIP NO. NONE PAGE 3 OF 14 PAGES 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) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCES OF FUNDS WC, AF - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 0** UNITS ------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 0** REPORTING ------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,062 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------
**Liquidity Assistance L.L.C. is the record holder of 10,062 Units. Insignia Financial Group, Inc., through its 99% ownership interest in Liquidity Assistance L.L.C., beneficially owns 10,062 Units and effectively has sole voting and dispositive power with respect to those Units. See Item 5. Item 1. SECURITY AND PARTNERSHIP. This statement relates to units of limited partnership interest ("Units") in Johnstown/Consolidated Income Partners, a California limited partnership (the "Partnership"). The principal executive offices of the Partnership are located at One Insignia Financial Plaza, Greenville, South Carolina 29602. Item 2. IDENTITY AND BACKGROUND. (a)-(c) The entities filing this statement are Liquidity Assistance L.L.C., a Delaware limited liability company ("Liquidity"), and Insignia Financial Group, Inc., a Delaware corporation ("Insignia") and the owner of 99% of the units of common membership interest in Liquidity. Insignia Commercial Group, Inc., a wholly-owned subsidiary of Insignia, owns the other 1% interest in Liquidity. The principal executive offices of Liquidity and Insignia are located at One Insignia Financial Plaza, Greenville, South Carolina 29602. Liquidity's principal business is the ownership of real estate securities. Insignia's principal business is the ownership, operation and management of real estate assets. Information with respect to the directors and executive officers of Liquidity and Insignia is detailed at Schedules I and II hereto, respectively. (d)-(e) During the last five years, neither Liquidity, Insignia nor, to the best of their knowledge, any of the persons listed in Schedule I or Schedule II hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Liquidity used funds provided to it out of the working capital of Insignia for the purchase described in Item 5(c) below. Item 4. PURPOSE OF THE TRANSACTION. Liquidity acquired the Units for investment purposes. Neither Liquidity nor Insignia has any 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. 4 Item 5. INTEREST IN SECURITIES OF THE PARTNERSHIP. (a)-(b) As of the date of this filing, Liquidity is the record owner, and Insignia is the beneficial owner, of 10,062 Units of the Partnership, of which 62 Units were owned prior to the purchase disclosed herein. The 10,062 Units constitute approximately 7.8% of the outstanding Units of the Partnership. Pursuant to the Operating Agreement of Liquidity, Insignia controls all aspects of Liquidity's operations. As a result, Insignia effectively has sole voting and dispositive power with respect to the 10,062 Units owned of record by Liquidity. (c) On November 22, 1995, pursuant to a privately-negotiated transaction, Liquidity purchased from Buffalo Laborers Pension Fund, a multi- employer pension fund, 10,000 Units of the Partnership for $61.10 per Unit in cash, for a total consideration of $611,000. Other than this purchase, the only other purchase of Units by Liquidity or Insignia within the past 60 days was a purchase by Liquidity of 22 Units on September 29, 1995 at $54.00 per Unit. (d)-(e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to the Operating Agreement of Liquidity, Insignia controls all aspects of Liquidity's operations. Through its 99% ownership interest in Liquidity, Insignia beneficially owns 10,062 Units. Other than this relationship, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) between Liquidity or Insignia and any other persons 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. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.1 Agreement of Joint Filing between Liquidity and Insignia, dated December 4, 1995. 5 SCHEDULE I 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, and the five-year employment history of each of the Manager and each of the executive officers of Liquidity. Insignia directly and 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. Present Principal Occupation or Employment and Name Five-Year Employment History - ---- ---------------------------- Jeffrey L. Goldberg* Jeffrey L. Goldberg has been sole Manager of Liquidity since April 1995. He has also been Managing Director -- Investment Banking of Insignia since July 1994 and served as Managing Director -- Asset Management of Insignia from January 1991 until July 1994. Since April 1990, Mr. Goldberg has been an officer of MAG, currently an Executive Vice President. From July 1989 until March 1990, Mr. Goldberg was employed in the Mergers and Acquisitions Group of Drexel Burnham Lambert Incorporated, an investment banking firm. J. Scott Kester J. Scott Kester has been President of Liquidity since April 1995. He has also been employed in the Investment Banking Group of Insignia since May 1994. From August 1990 through May 1994, Mr. Kester was employed by Ernst & Young LLP, a public accounting firm. Kevin A. Booth Kevin A. Booth has been Secretary and Treasurer of Liquidity since April 1995. He has also been employed as Acquisition Accountant of Insignia since January 1995. From September 1991 to January 1995 Mr. Booth was employed by KPMG Peat Marwick, a public accounting firm. 6 SCHEDULE II 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, and the five-year employment history 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. Present Principal Occupation or Employment and Name Five-Year Employment History - ---- ---------------------------- Andrew L. Farkas* Andrew L. Farkas has been a director of Insignia since its inception in July 1990, and has been Chairman and Chief Executive Officer of Insignia since January 1991. Prior to August 1993, Mr. Farkas was the sole director of Insignia. Mr. Farkas has been the president and sole director and stockholder of Metropolitan Asset Group, Ltd. ("MAG"), a real estate investment banking firm, since January 1983. John F. Jacques* John F. Jacques has been a director of Insignia since 102 Woodmont Blvd. August 1993 and with the Office of the Chairman of Suite 400 Insignia since January 1992. From January 1969 until Nashville, TN 37205 December 1991, Mr. Jacques was the Chief Executive Officer of Jacques-Miller, Inc., a real estate syndication firm which sold substantially all of its assets to Metropolitan Asset Enhancement, L.P., a limited partnership in which Insignia has a limited partnership interest ("MAE"), in December 1991. Robin L. Farkas* Robin L. Farkas has been a director of Insignia since 730 Park Avenue August 1993. Mr. Farkas is retired from the position of New York, NY 10021 Chairman of the Board and Chief Executive Officer of Alexander's Inc., a real estate company. He is also a director of Refac Technology Development Corporation and of Greenman Brothers, Inc. Merril M. Halpern* Merril M. Halpern has been a director of Insignia since c/o Charterhouse August 1993. Mr. Halpern has been Chairman of the Board 535 Madison Avenue of Directors and co-chief executive officer of New York, NY 10022 Charterhouse Group International, Inc. ("Charterhouse"), a privately-owned investment firm which, among other things, actively engages in making private equity investments in a broad range of industrial and service companies located primarily in the United States, for more than the past five years. Mr. Halpern is also a director of Charter Power Systems, Inc., Del Monte Foods, Inc., Microwave Power Devices, Inc., International Exhaust Holdings and Dreyer's Grand Ice Cream, Inc. 7 Present Principal Occupation or Employment and Name Five-Year Employment History - ---- ---------------------------- Robert G. Koen* Robert G. Koen has been a director of Insignia since 125 West 55th Street August 1993. Since January 1991, Mr. Koen has been a New York, NY 10019 partner in the law firm LeBoeuf, Lamb, Greene & MacRae, which represents Insignia and its affiliates from time to time. From February 1984 until January 1991, Mr. Koen was a partner in the law firm of Fulbright & Jaworski (formerly Reavis & McGrath). Michael Lipstein* Michael Lipstein has been a director of Insignia since 110 East 59th Street August 1993. Mr. Lipstein is, and for more than the New York, NY 10022 past five years has been, self-employed in the real estate business, including ownership, management, and lending. Buck Mickel* Buck Mickel has been a director of Insignia since Fluor/Daniel August 1993. Mr. Mickel has been Chairman of the 301 N. Main Street Board and Chief Executive Officer of RSI Holdings, a Greenville, SC 29601 combination of companies offering distribution of outdoor equipment and office supplies and equipment and with a manufacturing sector consisting of part ownership in textile facilities, for more than the past five years. Mr. Mickel is also a director of Fluor Corporation, The Liberty Corporation, Monsanto Company, NationsBank Corporation, Emergent Group, Inc., Delta Woodside Industries, Inc., Duke Power Company, and Textile Hall Corporation. John A. Sprague* John A. Sprague has been a director of Insignia since 30 Rockefeller Plaza August 1993. Mr. Sprague is the general partner of Suite 4525 Jupiter Partners, L.P., an investment firm. From New York, NY 10112 January 1993 until February 1994, Mr. Sprague was an independent investor. From prior to March 1989 to December 31, 1992, Mr. Sprague served as General Partner of Forstmann Little & Co., an investment firm. Mr. Sprague is also a director of Heartland Wireless Communications, Inc. In March 1995, a class action complaint was filed against Aldila, Inc., of which Mr. Sprague is a former director, alleging certain securities violations. No answer has been filed at this time. Thomas R. Shuler Thomas R. Shuler has been Managing Director -- Residential Property Management of Insignia since March 1991 and Executive Managing Director of Insignia and President of Insignia Management Services, a division of Insignia, since July 1994. From January 1983 until March 1991, Mr. Shuler was President of the Management Division of Hall Financial Group, Inc., a property management organization located in Dallas, Texas. 8 Present Principal Occupation or Employment and Name Five-Year Employment History - ---- ---------------------------- Frank M. Garrison Frank M. Garrison has been Managing Director -- 102 Woodmont Blvd. Investment Banking of Insignia since January 1993 and Suite 400 Executive Managing Director of Insignia and President Nashville, TN 37205 of Insignia Financial Services, a Division of Insignia, since July 1994. From January 1991 to December 1991, Mr. Garrison was employed by Donelson Ventures Holdings, L.P., a limited partnership engaged in real estate investing activities. From January 1989 to December 1990, he was an employee of Jacques- Miller, Inc. Henry Horowitz Henry Horowitz has been Managing Director -- Commercial Property Management of Insignia since January 1993. From January 1987 to January 1993, Mr. Horowitz was the Chief Executive Officer of First Resource Realty, Inc., a commercial property management organization which Insignia acquired in January 1993. James A. Aston James A. Aston has served in the Office of the Chairman of Insignia since July 1994, and has been Managing Director -- Investment Banking of Insignia since January 1991. From February 1986 until December 1990, Mr. Aston was employed by U.S. Shelter as its Chief Financial Officer. William H. Jarrard, Jr. William H. Jarrard, Jr. has been Managing Director -- Partnership Administration of Insignia since January 1991 and Managing Director -- Partnership Administration and Asset Management since July 1994. Mr. Jarrard was employed by U.S. Shelter in a similar capacity for three years prior to his joining Insignia. Jeffrey L. Goldberg Jeffrey L. Goldberg has been Managing Director -- Investment Banking of Insignia since July 1994 and served as Managing Director -- Asset Management of Insignia from January 1991 until July 1994. Since April 1990, Mr. Goldberg has been an officer of MAG, currently an Executive Vice President. From July 1989 until March 1990, Mr. Goldberg was employed in the Mergers and Acquisitions Group of Drexel Burnham Lambert Incorporated, an investment banking firm. John M. Beam, Jr. John M. Beam, Jr. has been President of Insignia's mortgage banking affiliate, Insignia Mortgage and Investment Company, since January 1991. From January 1988 until December 1990, Mr. Beam was employed by U.S. Shelter as President of its mortgage banking division. 9 Present Principal Occupation or Employment and Name Five-Year Employment History - ---- ---------------------------- Ronald Uretta Ronald Uretta has been Insignia's Chief Financial Officer and Treasurer since January 1992. He also served as Secretary of Insignia from January 1992 to June 1994. Mr. Uretta has also served as the Chief Financial Officer and Controller of MAG. From May 1988 until September 1990, Mr. Uretta was a self- employed financial consultant. Albert H. Gossett Albert H. Gossett has been Vice President and Chief Information Officer of Insignia since January 1991 and Senior Vice President and Chief Information Officer of Insignia since July 1994. From May 1979 until December 1990, Mr. Gossett was employed by U.S. Shelter as Director of Management Information Systems. S. Richard Sargent S. Richard Sargent has been Senior Vice President -- Human Resources of Insignia since July 1994. From May 1989 until June 1994, Mr. Sargent was employed as Vice President, Human Resources of Guilford Mills, Inc. in Greensboro, North Carolina. John K. Lines John K. Lines has been General Counsel of Insignia since June 1994 and General Counsel and Secretary since July 1994. From May 1993 until June 1994, Mr. Lines was employed as Assistant General Counsel and Vice President of Oewen Financial Corporation in West Palm Beach, Florida. From October 1991 until April 1993, Mr. Lines was employed as Senior Attorney of Banc One Corporation in Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was employed as an associate with Squire Sanders & Dempsey in Columbus, Ohio. Neil Kreisel Neil Kreisel has been an Executive Managing Director Kreisel Company, Inc. of Insignia and President of Insignia Management 331 Madison Avenue Services -- New York, Inc., a subsidiary of Insignia, New York, NY 10017 since September 1995. For more than the past five years, Mr. Kreisel has been President and Chief Executive Officer of Kreisel Company, Inc. 10 SIGNATURE 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: December 4, 1995 LIQUIDITY ASSISTANCE L.L.C. By: /s/ J. Scott Kester ---------------------------- J. Scott Kester President INSIGNIA FINANCIAL GROUP, INC. By: /s/ Frank M. Garrison ---------------------------- Frank M. Garrison Executive Managing Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John A. Healy, Jeffrey P. Cohen and Karyn S. Weinberg, or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign in any and all capacities any and all amendments to this Statement on Schedule 13D and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do all such other acts and execute all such other documents as they, or any of them, may deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys- in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. /s/ J. Scott Kester /s/ Frank M. Garrison - --------------------------- ----------------------------- J. Scott Kester Frank M. Garrison President Executive Managing Director Liquidity Assistance L.L.C. Insignia Financial Group, Inc. Dated: December 4, 1995 Dated: December 4, 1995 11 EXHIBIT INDEX SEQUENTIAL PAGE EXHIBIT NO. DESCRIPTION NUMBER - ----------- ----------- ---------- 7.1 Agreement of Joint Filing between 14 Liquidity and Insignia, dated December 4, 1995. 12 EX-7.1 2 AGREEMENT OF JOINT FILING EXHIBIT 7.1 AGREEMENT OF JOINT FILING Liquidity Assistance L.L.C. and Insignia Financial Group, Inc. agree that the Statement on Schedule 13D to which this agreement is attached as an exhibit, and all future amendments to the 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. Dated: December 4, 1995 LIQUIDITY ASSISTANCE L.L.C. By: /s/ J. Scott Kester ------------------- J. Scott Kester President INSIGNIA FINANCIAL GROUP, INC. By: /s/ Frank M. Garrison --------------------- Frank M. Garrison Executive Managing Director -----END PRIVACY-ENHANCED MESSAGE-----