content: -------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                 ------------------
  
                                      FORM 8-K
  
                                 ------------------
  
  
  
  
                                   CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                           DATE OF REPORT: April 30, 2003
                          (Date of earliest event reported)
  
  
  
  
                           Commission File Number 1-14373
  
  
  
                           INSIGNIA FINANCIAL GROUP, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
  
  
               Delaware                                           56-2084290
       (State of Incorporation)                               (I.R.S. Employer
                                                              Identification No.)
  
  
  
      200 Park Avenue, New York, New York                          10166
   (Address of Principal Executive Offices)                      (Zip Code)
  
  
  
                                   (212) 984-8033
                (Registrant's Telephone Number, Including Area Code)
  
  
  
  -------------------------------------------------------------------------------
  
  
  
  <PAGE>
  
  
  
  ITEM 9.  REGULATION FD DISCLOSURE AND ITEM 12. RESULTS OF OPERATIONS
           AND FINANCIAL CONDITION
  
       A debt offering circular disseminated today by CBRE Holding, Inc. ("CBRE
  Holding") in connection with the financing of its pending acquisition of
  Insignia Financial Group, Inc. ("Insignia") contains preliminary financial data
  regarding Insignia's quarter ended March 31, 2003. The disclosure in CBRE
  Holding's offering circular, in its entirety, is as follows:
  
                     "Insignia's preliminary unaudited consolidated revenue was
             $133.5 million for the first quarter of 2003, representing an
             increase of $9.4 million or 8% over the corresponding period in 2002.
             Substantially all of the revenue increase in 2003 was attributed to
             Insignia's service operations in the United States and the United
             Kingdom. Conversely, Insignia incurred a preliminary unaudited
             consolidated operating loss of approximately $10.0 million for the
             first quarter of 2003, compared to operating income of $97,000 for
             the corresponding period in 2002. The operating loss for the first
             quarter of 2003 was impacted by approximately $2.0 million of merger
             related expenses incurred for legal advice and other services in
             connection with the potential acquisition of Insignia by CBRE
             Holding. Insignia's results for the first quarter of 2002 have been
             restated to exclude the operations of Insignia's residential real
             estate services subsidiaries, Insignia Douglas Elliman LLC and
             Insignia Residential Group LLC, which were sold on March 14, 2003.
             See "--Sale of Insignia Douglas Elliman LLC and Insignia Residential
             Group LLC." The operating results of these businesses for the period
             from January 1, 2003 to March 14, 2003 and the first quarter of 2002
             will be reported by Insignia as discontinued operations for financial
             reporting purposes.
  
                     "In the United States, service income of Insignia in 2003
             declined by $5.1 million from $3.6 million for the first quarter of
             2002 to a loss of $1.5 million for the corresponding period in 2003.
             The largest factor affecting service income was a change in the bonus
             plan for the New York consulting group that caused the acceleration
             of annual bonus compensation on a ratable basis across the year,
             thereby increasing expense by over $3.0 million in the first quarter
             of 2003, as compared to the corresponding period in 2002. In prior
             periods, bonuses payable to the consulting group were earned and
             expensed based solely on the consulting group's performance, which
             was nominal for the first quarter of 2002. Other contractual bonuses
             to certain key producers contributed a further $1.0 million to the
             quarter over quarter decline. In Europe, service income declined by
             $2.9 million from $3.2 million in the first quarter of 2002 to
             $282,000 for the corresponding period in 2003, primarily as a result
             of lower earnings in France, Spain and Germany compared to the
             corresponding period in 2002.
  
                     "The preliminary unaudited consolidated financial results
             for the first quarter of 2003 for CBRE Holding and Insignia are not
             final, and, as such, CBRE Holding and Insignia have not concluded
             their internal certification process nor have their respective
             auditors completed their review of such results. These preliminary
             unaudited consolidated operating results disclosed above could change
             and such changes could be material."
  
       The financial results disclosed today are not final. Insignia has not
  determined the adequacy of
  
  
  
  <PAGE>
  
  
  
  accruals for litigation and claims or completed its impairment analyses of
  investment properties, its analytical review of year-to-year changes or its
  processes for internal certification of first quarter results and acceptance by
  senior management. Insignia's auditors have also not completed their review of
  first quarter results.
  
       Insignia expects the financial results disclosed in the CBRE offering
  circular to be adjusted prior to Insignia's financial statements being issued
  for the quarter. Insignia expects to publicly file its final first quarter 2003
  financial results on or about May 14, 2003.
  
  
  
  
  
  <PAGE>
  
  
  
  
                                      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 hereunto duly authorized.
  
  
                                      INSIGNIA FINANCIAL GROUP, INC.
  
  
  
                                      By:  /s/ Adam B. Gilbert
                                          -------------------------------
                                          Adam B. Gilbert
                                          Executive Vice President
  
  
  
  
  
  
  
  DATE: April 30, 2003
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text: -------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                 ------------------
  
                                      FORM 8-K
  
                                 ------------------
  
                                   CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                           DATE OF REPORT: April 30, 2003
                          (Date of earliest event reported)
  
                           Commission File Number 1-14373
  
                           INSIGNIA FINANCIAL GROUP, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
               Delaware                                           56-2084290
       (State of Incorporation)                               (I.R.S. Employer
                                                              Identification No.)
  
      200 Park Avenue, New York, New York                          10166
   (Address of Principal Executive Offices)                      (Zip Code)
  
                                   (212) 984-8033
                (Registrant's Telephone Number, Including Area Code)
  
  -------------------------------------------------------------------------------
  ITEM 9.  REGULATION FD DISCLOSURE AND ITEM 12. RESULTS OF OPERATIONS
           AND FINANCIAL CONDITION
  
       A debt offering circular disseminated today by CBRE Holding, Inc. ("CBRE
  Holding") in connection with the financing of its pending acquisition of
  Insignia Financial Group, Inc. ("Insignia") contains preliminary financial data
  regarding Insignia's quarter ended March 31, 2003. The disclosure in CBRE
  Holding's offering circular, in its entirety, is as follows:
  
                     "Insignia's preliminary unaudited consolidated revenue was
             $133.5 million for the first quarter of 2003, representing an
             increase of $9.4 million or 8% over the corresponding period in 2002.
             Substantially all of the revenue increase in 2003 was attributed to
             Insignia's service operations in the United States and the United
             Kingdom. Conversely, Insignia incurred a preliminary unaudited
             consolidated operating loss of approximately $10.0 million for the
             first quarter of 2003, compared to operating income of $97,000 for
             the corresponding period in 2002. The operating loss for the first
             quarter of 2003 was impacted by approximately $2.0 million of merger
             related expenses incurred for legal advice and other services in
             connection with the potential acquisition of Insignia by CBRE
             Holding. Insignia's results for the first quarter of 2002 have been
             restated to exclude the operations of Insignia's residential real
             estate services subsidiaries, Insignia Douglas Elliman LLC and
             Insignia Residential Group LLC, which were sold on March 14, 2003.
             See "--Sale of Insignia Douglas Elliman LLC and Insignia Residential
             Group LLC." The operating results of these businesses for the period
             from January 1, 2003 to March 14, 2003 and the first quarter of 2002
             will be reported by Insignia as discontinued operations for financial
             reporting purposes.
  
                     "In the United States, service income of Insignia in 2003
             declined by $5.1 million from $3.6 million for the first quarter of
             2002 to a loss of $1.5 million for the corresponding period in 2003.
             The largest factor affecting service income was a change in the bonus
             plan for the New York consulting group that caused the acceleration
             of annual bonus compensation on a ratable basis across the year,
             thereby increasing expense by over $3.0 million in the first quarter
             of 2003, as compared to the corresponding period in 2002. In prior
             periods, bonuses payable to the consulting group were earned and
             expensed based solely on the consulting group's performance, which
             was nominal for the first quarter of 2002. Other contractual bonuses
             to certain key producers contributed a further $1.0 million to the
             quarter over quarter decline. In Europe, service income declined by
             $2.9 million from $3.2 million in the first quarter of 2002 to
             $282,000 for the corresponding period in 2003, primarily as a result
             of lower earnings in France, Spain and Germany compared to the
             corresponding period in 2002.
  
                     "The preliminary unaudited consolidated financial results
             for the first quarter of 2003 for CBRE Holding and Insignia are not
             final, and, as such, CBRE Holding and Insignia have not concluded
             their internal certification process nor have their respective
             auditors completed their review of such results. These preliminary
             unaudited consolidated operating results disclosed above could change
             and such changes could be material."
  
       The financial results disclosed today are not final. Insignia has not
  determined the adequacy of
  accruals for litigation and claims or completed its impairment analyses of
  investment properties, its analytical review of year-to-year changes or its
  processes for internal certification of first quarter results and acceptance by
  senior management. Insignia's auditors have also not completed their review of
  first quarter results.
  
       Insignia expects the financial results disclosed in the CBRE offering
  circular to be adjusted prior to Insignia's financial statements being issued
  for the quarter. Insignia expects to publicly file its final first quarter 2003
  financial results on or about May 14, 2003.
  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 hereunto duly authorized.
  
                                      INSIGNIA FINANCIAL GROUP, INC.
  
                                      By:  /s/ Adam B. Gilbert
                                          -------------------------------
                                          Adam B. Gilbert
                                          Executive Vice President
  
  DATE: April 30, 2003