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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: August 28, 2001
(Date of earliest event reported)
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)
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ITEM 5. OTHER EVENTS
On August 28, 2001, Insignia announced that it has entered into a
definitive agreement to acquire Groupe Bourdais ("Bourdais"), headquartered in
Paris, France. Founded in 1954, Bourdais is one of France's premier commercial
real estate services companies with operations in eight offices, including five
in Greater Paris (Ile-de-France region) and wholly owned regional offices in
Lyon, Aix-en-Provence and Marseille. Insignia expects the transaction to be
accretive to annual earnings immediately. For the fiscal year ended March 31,
2001, Bourdais generated service revenues of approximately $45 million and
EBITDA(1) of approximately $11 million.
The base purchase price for Bourdais will be approximately $31 million,
comprised of $23 million in cash and the issuance of 697,961 shares of the
Company's Common Stock. Additional purchase consideration of up to approximately
$19 million, payable over three years, is contingent on the future performance
of Bourdais, which will operate under the name Insignia Bourdais. Insignia
expects the Bourdais transaction to close during the fourth quarter of 2001.
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(1) In addition to Net Income, Insignia believes that EBITDA is a primary
indicator of financial performance. EBITDA is defined as real estate services
revenues less direct expenses and administrative costs. This supplemental
measure should not be construed to represent cash provided by operations
pursuant to generally accepted accounting principles, which take into
consideration such items and changes in elements of working capital and deferred
taxes. EBITDA is not a term defined by generally accepted accounting principles,
and Insignia's usage of this term may differ from other companies' usage of the
same or similar terms.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits - The following are furnished as exhibits to this report:
Exhibit No.
99.1 Press Release dated August 28, 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment 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: September 5, 2001