UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 8-K
----------------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: APRIL 8, 2002
(Date of earliest event reported)
----------------------------
Commission File Number 1-14373
INSIGNIA FINANCIAL GROUP, INC. 401(k) RETIREMENT SAVINGS PLAN
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 56-2084290
(State of Incorporation) (I.R.S. Employer Identification No.)
200 PARK AVENUE, NEW YORK, NEW YORK 10166
(Address of Principal Executive Offices) (Zip Code)
(212) 984-8033
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS
1. On April 8, 2002, Insignia Financial Group, Inc. (the "Company"), sponsor of
the Insignia Financial Group, Inc. 401(k) Retirement Savings Plan (the "Plan"),
decided to end the engagement of Ernst & Young LLP as the Company's independent
accountant.
2. The decision to change accountants was recommended by the Company's Audit
Committee and approved by the Company's Board of Directors.
3. The reports of Ernst & Young LLP on the Plan's financial statements for the
years ended December 31, 2001 and December 31, 2000 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
4. During the years ended December 31, 2001 and December 31, 2000 and through
April 8, 2002, there were no disagreements with Ernst & Young LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Ernst & Young LLP, would have caused it to make reference
thereto in its reports on the financial statements for such periods.
5. During the years ended December 31, 2001 and December 31, 2000 and through
April 8, 2002, there have occurred none of the "reportable events" listed in
Item 304(a)(1)(v) of Regulation S-K.
6. The Plan has requested that Ernst & Young LLP furnish a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated June 26, 2002, is filed as
Exhibit 16.1 to this Form 8-K.
7. Effective April 11, 2002, the Company retained KPMG LLP to serve as the
Company's independent accountant. In connection with this change, it was decided
that KPMG LLP should also serve as the independent accountant for the Plan.
8. During the years ended December 31, 2001 and December 31, 2000 and through
April 8, 2002, the Plan did not consult KPMG LLP regarding any of the matters
identified in Item 304(a)(2) of Regulation S-K.
ITEM 7. EXHIBITS
16.1 Letter from Ernst & Young LLP confirming its agreement with the
information contained in this Report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan has duly caused this report to be signed on its behalf by the undersigned
thereto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
401(k) RETIREMENT SAVINGS PLAN
June 26, 2002
By:/s/ Adam B. Gilbert
------------------------------
Name: Adam B. Gilbert
Title: Executive Vice President
[ERNST & YOUNG LETTERHEAD]
Exhibit 16.1
June 26, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 5 of Form 8-K signed June 26, 2002 of the Insignia Financial
Group, Inc. 401(k) Retirement Savings Plan and are in agreement with the
statements contained in paragraphs 1, 3, 4, and 5 therein. We have no basis to
agree or disagree with the other statements of the registrant contained therein.
Ernst & Young LLP