SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
--------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
INSIGNIA FINANCIAL GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[INSIGNIA FINANCIAL GROUP LOGO][GRAPHIC OMITTED]
PRESS RELEASE
CONTACT: Steven Iaco
Insignia Financial Group
(212) 984-6535
INSIGNIA FINANCIAL GROUP SELLS RESIDENTIAL BUSINESSES
TO MONTAUK BATTERY REALTY, LLC
DOUGLAS ELLIMAN COMPANY TO JOIN PRUDENTIAL REAL ESTATE NETWORK
NEW YORK, MARCH 17, 2003 - INSIGNIA FINANCIAL GROUP, INC. (NYSE: IFS) today
announced that it has sold its residential real estate services subsidiaries,
Insignia Douglas Elliman and Insignia Residential Group, to Montauk Battery
Realty, LLC, whose principal owners are New Valley Corp. (NASDAQ: NVAL) and
Dorothy Herman, chief executive officer of Prudential Long Island Realty.
The purchase price will be approximately $71.75 million, including $1 million
that will be paid a year from closing as well as the assumption of a $4 million
existing earn-out obligation.
As part of the transaction, the Douglas Elliman company has entered into a new
franchise agreement with The Prudential Real Estate Affiliates, Inc.
As a result of this transaction, Montauk Battery, which also owns Prudential
Long Island Realty, will have over 2,000 sales professionals and will enjoy the
pre-eminent market position from New York City to the Hamptons, and markets in
between. Montauk will also become the largest manager of co-op and condo
apartments in the New York metropolitan area.
On February 18, 2003, Insignia announced that it had entered into a definitive
agreement to be acquired by CB Richard Ellis for $11 in cash per share of common
stock, subject to adjustment (as described below). Subject to several
conditions, the CB Richard Ellis transaction is expected to close in June, at
which time CB Richard Ellis would acquire Insignia, including the cash generated
from the sale of the residential businesses.
Insignia's press release indicated that in connection with the CB Richard Ellis
transaction, Insignia's shareholders may receive as much as an additional $1 per
share of common stock of consideration, depending on Insignia's disposition of
certain real estate investment assets at or prior to the closing of the
transaction. These assets are economic interests in income-producing properties,
development properties and real estate securities funds. If Insignia receives
net cash proceeds in excess of a specified amount (generally $45 million,
subject to increase) from the sales of these real estate investment assets prior
to the closing of the merger,
2
Insignia shareholders would receive the excess as additional consideration up to
$1 per share of common stock. Insignia Douglas Elliman and Insignia Residential
Group are not included in the specified real estate investment assets, and their
sale will not affect the consideration to be paid to Insignia shareholders by CB
Richard Ellis in the merger.
Insignia Douglas Elliman has more than 950 employees, including 830 brokers, in
nine offices in New York City and three offices on Long Island. In 2002,
Insignia Douglas Elliman completed one of the most successful years in its
92-year history. Robust demand for New York co-ops and condos fueled gross
transaction volume of $2.8 billion for the year. Insignia Residential Group,
with more than 350 employees, manages more than 60,000 units in over 250
properties, easily the New York area leader. The portfolio includes cooperative,
condominium and rental properties in New York City, Nassau County, Northern New
Jersey and Westchester. Best known as the manager of choice for many of
Manhattan's most exclusive properties, clients also include MetLife's Peter
Cooper Village/Stuyvesant Town, the Bank of New York and Self-Help's Senior
Citizen Housing.
-- end --
Prudential Real Estate and Relocation Services is Prudential Financial's (NYSE:
PRU) integrated real estate brokerage franchise and relocation services
business. The real estate group markets franchises primarily to existing real
estate companies. As of December 31, 2002, there were 1,637 franchise offices
and 44,222 sales professionals in the franchise network in the U.S. and Canada.
All franchisees are independently owned and operated.
Insignia Financial Group, Inc. (NYSE:IFS), based in New York, is among the
world's foremost real estate services and investment banking firms with
leadership positions in the commercial and residential sectors. Its major
operating units are: Insignia/ESG, one of the largest providers of commercial
real estate services in the United States; Insignia Richard Ellis, one of the
premier real estate services firms in the United Kingdom; Insignia Bourdais, one
of France's premier commercial real estate services companies; Insignia Douglas
Elliman, one of the largest providers of residential sales and rental brokerage
in the New York City market; and Insignia Residential Group, the largest manager
of cooperative and condominium housing in the New York metropolitan area.
Insignia also deploys its own capital, together with the capital of third-party
investors, in principal investment activities, including co-investment in
existing assets and real estate development, and provides investment management
services to investment funds sponsored by the company. Additional information
about the company is available on the corporate website at
http://www.insigniafinancial.com.
In connection with the merger, Insignia will be filing a proxy statement and
other relevant documents concerning the transaction with the Securities and
Exchange Commission (SEC). STOCKHOLDERS OF INSIGNIA ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders can obtain free copies of the proxy statement and other
documents when they become available by contacting Corporate Communications,
Insignia Financial Group, Inc., 200 Park Avenue, New York, New York 10166
(Telephone: (212) 984-6515). In addition, documents filed with the SEC by
Insignia will be available free of charge at the SEC's web site at www.sec.gov.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Insignia in
connection with the transaction, and their interests in the solicitation, will
be set forth in a proxy statement that will be filed by Insignia with the SEC.
Certain items discussed in this press release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and, as such, involve known and unknown risks, uncertainties and other
factors (including those set forth under the caption "Risk Factors" in Item I of
the
3
Company's Annual Report on Form 10-K for the year ended December 31, 2001) which
may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Statements which make
reference to the expectations or beliefs of the Company or any of its management
are such forward-looking statements. Such forward-looking statements speak only
as of the date of this press release. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances upon which any such statement is based.
# # #