UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: December 19, 2001
(Date of earliest event reported)
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INSIGNIA FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE COMMISSION FILE NUMBER 56-2084290
(State of Incorporation) (1-14373) (I.R.S. Employer Identification No.)
200 PARK AVENUE, NEW YORK, NEW YORK 10166
(Address of Principal Executive Officers) (Zip Code)
(212) 984-8033
(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 19, 2001, Insignia Financial Group, Inc. (the "Company" or
"Insignia"), through its subsidiary Insignia France SARL, completed the
previously announced acquisition of all of the outstanding share capital of
Societe Financiere Bourdais and affiliated companies ("Groupe Bourdais" or
"Bourdais"), headquartered in Paris, France. Founded in 1954, Groupe Bourdais is
one of France's premier commercial real estate services companies with
operations in eight offices in Greater Paris (Ile de France region), Lyon, Aix
and Marseille. For the fiscal year ended March 31, 2001, Bourdais generated
service revenues of $44.6 million.
The base purchase price for Bourdais was approximately $17.8 million,
comprised of $13.7 million paid in cash and the issuance of 402,645 shares of
Insignia's Common Stock (valued at approximately $4.1 million). The cash portion
of the purchase was sourced by available cash and unused lines of credit.
Additional purchase consideration of up to approximately $27.8 million is
contingent on the future performance of Bourdais over the next three years. The
acquisition will be accounted for as a purchase; and substantially all of the
purchase price represents goodwill and other intangibles. Bourdais has adopted
the name Insignia Bourdais from the date of closing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits - The following are furnished as exhibits to this report:
Exhibit No.
10.1 Share Purchase Agreement, dated as of December 16, 2001, between
Jean Claude Bourdais and Others listed therein as sellers,
Insignia Financial Group, Inc. and Insignia France SARL as buyer.
99.1 Press Release dated December 19, 2001.
The financial statements of Groupe Bourdais and required pro forma
information to be filed as exhibits to this report are not included herein and
will be filed as soon as practicable, but no later than March 4, 2002.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Adam B. Gilbert
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Adam B. Gilbert
Executive Vice President
DATE: December 28, 2001
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