UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Insignia Financial Group, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
45767A105
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel,
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 20, 2002
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
CUSIP No. 45767A105
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,603,700
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,603,700
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9013%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 45767A105
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,603,700
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,603,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9013%
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No.45767A105
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,603,700
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,603,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9013%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, $.01 par value (the
"Shares"), of Insignia Financial Group, Inc. a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 200
Park Avenue, New York, New York 10166.
Item 2. Identity and Background
The persons filing this statement are Barberry Corp., a Delaware
corporation ("Barberry"), High River Limited Partnership, a Delaware limited
partnership ("High River")and Carl C. Icahn, a citizen of the United States of
America (collectively, the "Registrants"). The principal business address of
each of the Barberry and High River is 100 South Bedford, Mount Kisco, New York
10549 and Carl C. Icahn's principal business address is c/o Icahn Associates
Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
Barberry is the general partner of High River. Barberry is 100 percent
owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and
indirectly to determine the investment and voting decisions made by Barberry and
High River.
Each of Barberry and High River is primarily engaged in the business of
investing in securities. Carl C. Icahn's present principal occupation or
employment is acting as President and a Director of Starfire Holding
Corporation, a Delaware corporation ("Starfire"), and as the Chairman of the
Board and Director of various of Starfire's subsidiaries, including ACF
Industries, Incorporated, a New Jersey corporation ("ACF").
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of High River and
Barberry are set forth in Schedule A attached hereto.
Except as set forth on Schedule B, none of the Registrants nor any manager
or executive officer of any of the Registrants, has, during the past five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting, or mandating activities subject to,
Federal or State securities laws or a finding of any violation with respect to
such laws.
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Item 3. Source and Amount of Funds or Other Consideration
As of the close of business on November 29, 2002, the aggregate purchase
price of the 1,603,700 Shares purchased by High River was $12,142,123.72
(including commissions). The source of funding for the purchase of these Shares
was general working capital of High River.
Item 4. Purpose of Transaction
Registrants acquired the Shares for investment purposes. Registrants may
acquire additional Shares from time to time (in the open market or otherwise)
depending on market conditions. In addition, Registrants may determine to sell
Shares at any time or from time to time in the open market or otherwise.
Item 5. Interest in Securities of the Issuer
(a) As of the close of the business day on November 29, 2002, Registrants
may be deemed to beneficially own, in the aggregate, 1,603,700 Shares,
representing approximately 6.9013% of the Issuer's outstanding Shares (based
upon the 23,237,690 Shares stated to be outstanding as of October 31, 2002 by
the Issuer in the Issuer's Form 10-Q filing, filed with the Securities and
Exchange Commission on November 13, 2002).
(b) High River has sole voting power and sole dispositive power with regard
to 1,603,700 Shares. Barberry has shared voting power and shared dispositive
power with regard to 1,603,700 Shares. Carl C. Icahn has shared voting power and
shared dispositive power with regard to 1,603,700 Shares.
Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares
which High River directly beneficially owns. Each of Mr. Icahn and
Barberry disclaims beneficial ownership of such Shares for all other
purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Registrants. All such
transactions were effected in the open market, the table excludes commissions
paid.
No. of Shares Price
Name Date Purchased Per Share
High River 11/13/02 70,000 $5.8643
High River 11/14/02 80,000 $6.1547
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High River 11/19/02 15,000 $6.0517
High River 11/20/02 9,700 $6.2798
High River 11/21/02 52,200 $6.4789
High River 11/22/02 13,300 $6.4999
High River 11/25/02 700 $6.7786
High River 11/26/02 331,400 $7.0496
High River 11/27/02 1,000 $7.0700
High River 11/29/02 37,900 $7.4885
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
Except as described herein, none of the Registrants has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to the transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
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: December 2, 2002
BARBERRY CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.,
General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page to Schedule 13D with respect to Insignia Financial Group]
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, $.01 par value, of Insignia Financial Group, Inc.,
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned, being duly authorized,
have executed this Joint Filing Agreement this 2nd day of December, 2002.
BARBERRY CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.,
General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Joint Filing Agreement to Schedule 13D with
respect to Insignia Financial Group]
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Name, Business Address and Principal Occupation of Each Executive Officer
and Director of High River and Barberry.
The following sets forth the name, position, and principal occupation of
each director and executive officer of High River and Barberry. Each such person
is a citizen of the United States of America. Except as otherwise indicated, the
business address of each director and officer is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153. To the best of Registrants'
knowledge, except as set forth in this statement on Schedule 13D, none of the
directors or executive officers of the Registrants own any shares of the Issuer.
HIGH RIVER LIMITED PARTNERSHIP
Name Position
---- --------
Barberry Corp. General Partner
Highcrest Investors Limited Partner
Corp.
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Chairman, President and Secretary
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Robert J. Mitchell Authorized Signatory
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SCHEDULE B
On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an
action in the United States District Court for the Southern District of New York
against "Carl C. Icahn, Icahn Associates Corp. and High River Limited
Partnership" alleging that High River's tender offer for Reliance 9% senior
notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary
restraining order and preliminary and permanent injunctive relief to prevent
defendants from purchasing the notes. The Court initially imposed a temporary
restraining order. Defendants then supplemented the tender offer disclosures.
The Court conducted a hearing on the disclosures and other matters raised by
Reliance. It then denied plaintiffs' motion for a preliminary injunction and
ordered dissolution of its temporary restraining order following dissemination
of the supplement.
Reliance took an immediate appeal to the United States Court of Appeals for
the Second Circuit and sought a stay to restrain defendants from purchasing
notes during the pendency of the appeal. On January 30, 2001, the Court of
Appeals denied plaintiff's stay application. On January 30, Reliance also sought
a further temporary restraining order from the District Court. The Court
considered the matter and reimposed its original restraint until noon the next
day, at which time the restraint was dissolved. The appeal was argued on March 9
and denied on March 22.
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