Filed by Insignia Financial Group, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Insignia Financial Group, Inc.
Commission File No.: 1-14373
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 [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
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[ ] 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.
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Rules 14a-6(i)(1) and 0-11.
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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CB Richard Ellis
February, 2003
Introductions
0 BRETT WHITE
0 STEVE SIEGEL
0 MITCH RUDIN
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Rationale for the Deal
0 BROADENED GEOGRAPHIC REACH
0 MOST COMPREHENSIVE SERVICE OFFERINGS
0 ENHANCED POSITION IN WORLD'S LEADING BUSINESS CENTERS
0 CONSISTENT CLIENT-FOCUSED SERVICE QUALITY ON WORLDWIDE BASIS
3
Status Of Our Deal
0 DUE DILIGENCE COMPLETED
0 CONTRACT SIGNED
0 SEC APPROVAL REQUIRED (90-120 DAYS)
0 PREPARATION FOR FUTURE INTEGRATION
- Run your business as usual
- Communicate regularly with clients
- Focus on client needs
- Be people sensitive
4
CBRE's Corporate Objectives
0 CREATE AN ENVIRONMENT THAT ATTRACTS AND RETAINS THE BEST TALENT IN THE
INDUSTRY
0 HAVE A MARKET LEADING PRESENCE IN THE TOP REAL ESTATE MARKETS WORLDWIDE
0 BUILD AND INVEST IN BUSINESS LINES THAT ARE SYNERGISTIC WITH THE OTHER
BUSINESS LINES AT THE FIRM
0 CHANGE THE PERCEPTION OF OUR BRAND FROM 'TRANSACTION SPECIALISTS' TO
'ADVISOR'
0 CREATE A MORE ETHNICALLY AND GENDER DIVERSE COMPANY
5
CBRE Diversified Revenue Sources
2001 By Geography
[Graphic Omitted]
ASIA PACIFIC 7%
EUROPE 13%
AMERICAS 80%
OPERATING IN 47 COUNTRIES IN OVER 250 OFFICES.
6
CBRE Diversified Revenue Sources
2001 By Transaction Type
[Graphic Omitted]
INVESTMENT MANAGEMENT 4% / $47 MIL
PROPERTY MANAGEMENT 7% / $82 MIL
FACILITIES MANAGEMENT 3% / $35 MIL
FINANCING 6% / $70 MIL
VALUATION 7% / $82 MIL
SALES 31% / $363 MIL
LEASING 42% / $491 MIL
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CBRE Client Service Model
[Graphic Omitted]
Investment Strategy 0 CBRE Investors
0 Brokerage
0 Research & Consulting
Group
Valuation 0 Valuation Group
Acquisition 0 Investment Properties
0 Brokerage
0 Asset Services
Financing 0 L.J. Melody
Management 0 Asset Services
0 Facilities Management
Leasing 0 Brokerage
0 Corporate Services
0 Asset Services
Hold/Sell Strategy 0 Corporate
Services
0 Financial
Consulting
Group
0 Torto
Wheaton
Research
Asset Sale 0 Investment Properties
0 Brokerage
0 LJ Melody
0 Asset Services
8
CBRE Strengths - Pre-Merger
0 COMPREHENSIVE PORTFOLIO OF INTEGRATED SERVICES
0 DIVERSE REVENUE SOURCES BY BUSINESS LINES & LOCATION
0 STABLE FINANCIAL PERFORMANCE IN DOWN MARKETS
0 EBITDA MARGINS OF 11% ON REVENUE OF $1.2 BILLION IN 2002
- 2002 EBITDA growth of 13.7%
0 GLOBAL MARKET LEADER
9
Results for Revenue and EBITDA
2002 Results
[Graphic Omitted]
Revenue EBITDA Revenue EBITDA
------- ------ ------- ------
0.0% 13.7% -8.5% -26.8% [Percent of Change]
----------------- ----------------------
CBRE Average for JLL/GBE
10
Insignia in the Global Marketplace - Pre-Merger
0 IN 2002, COMPLETED THE MOST TRANSACTIONS ON CRAIN'S NEW YORK BUSINESS
ANNUAL LIST OF 50 LARGEST MANHATTAN TRANSACTIONS - THE SEVENTH CONSECUTIVE
YEAR THAT INSIGNIA HAS ATTAINED THE NUMBER ONE RANKING
0 #1 MARKET SHARE IN CENTRAL LONDON INVESTMENT/LEASING/ACQUISITION MARKET
0 PROVIDED MANAGEMENT AND LEASING SERVICES FOR MORE THAN 245 MILLION SQUARE
FEET OF COMMERCIAL PROPERTY WORLDWIDE IN 2002
0 COMPLETED WORLDWIDE COMMERCIAL SALES AND LEASING TRANSACTIONS VALUED AT
MORE THAN $45 BILLION IN 2001
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Post-Merger GLOBAL Leadership
RAY WIRTA
Chief Executive Officer
BRETT WHITE
President, CB Richard Ellis
STEVE SIEGEL
Chairman, Global Brokerage Services
ALAN FROGGATT/MIKE STRONG
Chief Executive Officer/Chairman, CB Richard Ellis Europe
ROB BLAIN
President, Asia/Pacific
12
Post-Merger NATIONAL Leadership
CAL FRESE
Chief Operating Officer / Americas
WILLIAM CHILLINGWORTH
President, Western Division
JIM REID
President, Eastern Division
MITCH RUDIN
President, U.S. Brokerage Services
GREGORY VORWALLER
President, CB Richard Ellis Investment Properties
STEVE SWERDLOW
President, Global Corporate Services
JANA TURNER
President, Management Services
13
CBRE in the Global Marketplace - Post-Merger
0 #1 IN TRANSACTION VALUE ($46 BILLION + $45 BILLION = $90 BILLION)
0 #1 IN INVESTMENT SALES ($16 BILLION + $9 BILLION = $25 BILLION)
0 #1 IN PROP./FACILITIES MGT. (600 MSF + 250 MSF = 850 MSF)
0 #2 IN FINANCING ($7.8 BILLION + $0.6 BILLION = $8.4 BILLION)
0 #1 IN VALUATION ($294 BILLION IN ASSET VALUE)
0 LEADER IN INVESTMENT MANAGEMENT ($10 BILLION UNDER MANAGEMENT)
14
Market Leadership
CBRE I/ESG Combined
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NEW YORK O O
-------------------------------------------------------------------
LOS ANGELES O O
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CHICAGO O O
-------------------------------------------------------------------
BOSTON O (PROP. MGMT.) O (LEASING) O
-------------------------------------------------------------------
WASHINGTON, DC O O
-------------------------------------------------------------------
LONDON O O
-------------------------------------------------------------------
ATLANTA O (SALES) O (LEASING) O
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TOKYO* O O
-------------------------------------------------------------------
* JOINT VENTURE WITH IKOMA
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2002 Post-Merger Estimated Worldwide Revenue ($m)
CB Richard Ellis/Insignia 1,905
Jones Lang LaSalle 840
Cushman & Wakefield 774
Trammell Crow 770
Grubb & Ellis 340
SOURCE: INDUSTRY INFORMATION
16
CBRE + I/ESG --- The Combined Culture
0 HIGH INTELLIGENCE
- Commitment to managed brokerage
- Cross disciplinary approach
- Intense focus on training at all levels
0 HIGH ENERGY
- Continue to out-think and out-work our competition
- Our timing is perfect for this phase of the market cycle
0 HIGH LEVEL OF TRUST
- Collaboration
17
Our New Business
FANTASTIC PLATFORM BRINGING
TOGETHER THE BEST CLIENTS AND THE
BEST PEOPLE
18
Initial Business Plans
0 FOCUS WILL BE ON:
- PRESENTING, MARKETING AND DEVELOPING THE JOINT STRENGTH OF THE NEW
ORGANIZATION
- CONCENTRATE ON RETAINING CLIENTS AND PEOPLE
- ACCOMMODATION STRATEGY
- IT STRATEGY
19
Immediate Goals
0 RUN YOUR BUSINESS AS USUAL
0 COMMUNICATE REGULARLY WITH CLIENTS
0 FOCUS ON CLIENT NEEDS
0 BE PEOPLE SENSITIVE
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Thank you for your attendance
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 presentation 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 which may cause the actual results, performance or achievements of the
Companies 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 Companies or any of
its management are such forward-looking statements, including statements
concerning the performance of the Companies or any of its business units, and
the business outlook for, and the Companies' expected performance in 2003. Such
forward-looking statements speak only as of the date of this press release. The
Companies expressly disclaim any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Companies' expectations with regard thereto or any
change in events, conditions or circumstances upon which any such statement is
based.
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