-----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, SgP4UGZfTBMRtIeIIIIWit0atlq8Am66nt2xs0sEiZeZ4em9kghoOfxFaiihSY8i DvB6hrpf5da/xpQCMLXhRA== 0000950172-98-001064.txt : 19981014 0000950172-98-001064.hdr.sgml : 19981014 ACCESSION NUMBER: 0000950172-98-001064 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981013 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSIGNIA FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000870480 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 133591193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41560 FILM NUMBER: 98724458 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 PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: METSOUTH FINANCIAL CORPORATION DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APARTMENT INVESTMENT & MANAGEMENT CO CENTRAL INDEX KEY: 0000922864 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841259577 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1873 S BELLAIRE ST STREET 2: SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE ST STREET 2: 17TH FL CITY: DENVER STATE: CO ZIP: 80222 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 1 )* Insignia Financial Group, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class and Securities) 457956 20 9 (CUSIP Number) Patrick J. Foye Copy to: Apartment Investment and Michael V. Gisser, Esq. Management Company Skadden, Arps et al. 1873 South Bellaire Street 300 South Grand Avenue 17th Floor Los Angeles, California 90071 Denver, Colorado 80222 (213) 687-5213 (303) 757-8101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 1998 (Date of Event which Requires Filing of This Statement) 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 the following box: ( ) _________________________ * This represents the final amendment. CUSIP No. 457956 20 9 13D ________________________________________________________________________ (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Apartment Investment and Management Company I.R.S. # 84-1259577 _______________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) ________________________________________________________________________ (3) SEC USE ONLY ________________________________________________________________________ (4) SOURCE OF FUNDS* N/A ________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Maryland ________________________________________________________________________ (7) SOLE VOTING POWER NUMBER OF None SHARES ______________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY None EACH ______________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON None WITH ______________________________ (10) SHARED DISPOSITIVE POWER None ________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None ________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) ________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% ________________________________________________________________________ (14) TYPE OF REPORTING PERSON* CO ________________________________________________________________________ This Amendment No. 1 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on March 31, 1998 (the "Schedule 13D") by Apartment Investment and Management Company ("AIMCO"). This Amendment No. 1 is filed with respect to the Class A Common Stock, par value $.01 per share (the "Shares"), of Insignia Financial Group, Inc. (the "Issuer"). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. ITEM 5: INTEREST IN SECURITIES OF THE ISSUER The merger ("Merger") of the Issuer with and into AIMCO, with AIMCO being the surviving corporation, was consummated and became effective on October 1, 1998. The options granted by Andrew L. Farkas, Ronald Uretta, James A. Aston, Frank M. Garrison, Metropolitan Acquisition Partners IV, L.P., Metropolitan Acquisition Partners V, L.P. and the Andrew Farkas Trust U/A dated February 25, 1998 (each a "Stockholder" and collectively, the "Stockholders") to AIMCO to purchase, under certain circumstances, 45% of the Shares owned by each such Stockholder, and 45% of the Shares issuable upon the exercise of any options and/or warrants to purchase Shares (collectively, the "Convertible Shares") that have vested at the time of a Call Option Triggering Event owned by each such Stockholder (or 100% of such Shares, and such Convertible Shares, if the Spin Off has previously occurred or the Merger Agreement has been terminated under certain circumstances described in the Merger Agreement), at a price of $25.00 per Share, or $11.00 per Share in the event that the Spin Off has occurred, subject to adjustment in the event that AIMCO increases the consideration it would pay in the Merger, terminated at the time immediately prior to the effective time of the Merger. The options granted by AIMCO to each Stockholder to sell to AIMCO (each a "Put Option"), under certain circumstances, all of the Shares and Convertible Shares owned by such Stockholder, at a price of $25.00 per Share, or $11.00 per Share in the event that the Spin Off has occurred, terminated at the time immediately prior to the effective time of the Merger. 4,415,737 Shares, representing approximately 13.4% of the Shares outstanding as of March 20, 1998, were, in the aggregate, subject to Call Options and Put Options. The Voting Agreements, (a) pursuant to which the Stockholders had agreed to vote (or cause to be voted) their Shares (4,415,737 Shares as of March 20, 1998, representing approximately 13.4% of the Shares then outstanding) in favor of the Merger Agreement and all transactions contemplated thereby, and against any proposals by entities unaffiliated with AIMCO to (i) acquire at least 20% of the outstanding equity securities of the Issuer or Insignia Properties Trust ("IPT"), (ii) acquire in any manner all or substantially all of the assets of the Issuer or IPT, or (iii) enter into a merger, consolidation, share exchange or other business combination or spin off or similar distribution involving the Issuer or IPT, and (b) pursuant to which the Stockholders delivered to AIMCO irrevocable proxies empowering representatives of AIMCO to exercise all voting rights related to the matters covered by such Voting Agreements, terminated at the time immediately prior to the effective time of the Merger. 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: October 13, 1998 APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye _____________________________ Name: Patrick J. Foye Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----