UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INSIGNIA FINANCIAL GROUP, INC. (formerly known as Insignia/ESG Holdings, Inc.)
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
45767A 10 5
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(CUSIP Number)
December 31, 2001
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(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on the following page(s)
Page 1 of 9 pages
Exhibit Index: Page 8
SCHEDULE 13G
CUSIP No. 45767A 10 5 Page 2 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
APOLLO REAL ESTATE INVESTMENT FUND, L.P.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 1,667,821
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,667,821
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,667,821
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[_]
11 Percent of Class Represented By Amount in Row (9)
7.4%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 45767A 10 5 Page 3 of 9 Pages
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
APOLLO REAL ESTATE ADVISORS, L.P.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 1,667,821
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,667,821
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,667,821
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[_]
11 Percent of Class Represented By Amount in Row (9)
7.4%
12 Type of Reporting Person (See Instructions)
PN
Page 4 of 9 Pages
Item 1(a) Name of Issuer:
Insignia Financial Group, Inc. (formerly known as Insignia/ESG
Holdings, Inc.) (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
200 Park Avenue, New York, New York 10166.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Apollo Real Estate Investment Fund, L.P., a Delaware
limited partnership ("AREIF"), and
(ii) Apollo Real Estate Advisors, L.P., a Delaware limited
partnership ("AREA").
AREA is the managing general partner of AREIF. Apollo Real
Estate Management, Inc., a Delaware corporation ("AREMI"), is the general
partner of AREA. Leon D. Black, John J. Hannan and William L. Mack are the
directors and principal officers of AREMI. The Reporting Persons, AREMI, Messrs.
Black, Hannan and Mack and their respective affiliates disclaim beneficial
ownership of all shares of the Issuer in excess of their respective pecuniary
interests, if any, and this statement shall not be deemed an admission that any
such person or entity is the beneficial owner of, or has any pecuniary interest
in, any such securities for any purpose.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of AREIF's principal business office is c/o Apollo
Real Estate Advisors, L.P., Two Manhattanville Road, Purchase, New York 10577.
The address of AREA's principal business office is Two
Manhattanville Road, Purchase, New York 10577.
Item 2(c) Citizenship:
(i) AREIF is a Delaware limited partnership; and
(ii) AREA is a Delaware limited partnership;
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.01 per share (the "Shares").
Item 2(e) CUSIP Number:
45767A 10 5
Page 5 of 9 Pages
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2001, each of the Reporting Persons may be
deemed the beneficial owner of 1,667,821 Shares.
Item 4(b) Percent of Class:
The number of Shares of which each of the Reporting Persons
may be deemed to be the beneficial owner constitutes approximately 7.4% of the
total number of Shares outstanding, based on the number of Shares outstanding as
of November 1, 2001, as reported in the Issuer's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2001.
Item 4(c) Number of shares as to which the person has:
AREIF
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(i) Sole power to vote or to direct the vote: 1,667,821
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,667,821
(iv) Shared power to dispose or to direct the disposition of: 0
AREA
----
(i) Sole power to vote or to direct the vote: 1,667,821
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,667,821
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
This Item 6 is not applicable.
Page 6 of 9 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 7 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 12, 2002 APOLLO REAL ESTATE INVESTMENT FUND, L.P.
By: Apollo Real Estate Advisors, L.P.,
its General Partner
By: Apollo Real Estate Management, Inc.,
its General Partner
By: /s/ Michael D. Weiner
--------------------------
Michael D. Weiner
Vice President
Date: February 12, 2002 APOLLO REAL ESTATE ADVISORS, L.P.
By: Apollo Real Estate Management, Inc.,
its General Partner
By: /s/ Michael D. Weiner
------------------------------
Michael D. Weiner
Vice President
Page 8 of 9 Pages
EXHIBIT INDEX
Page No.
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A. Joint Filing Agreement, dated as of February 12, 2002,
by and between Apollo Real Estate Investment Fund, L.P.
and Apollo Real Estate Advisors, L.P. . . . . . . . . . . . 9