As Filed with the Securities and Exchange Commission on August 27, 1997.
Registration No. 33-80849
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------
CAPITAL PREFERRED YIELD FUND-IV, L.P.
(Exact Name of registrant as specified in its governing instruments)
Delaware 7394 84-1331690
(State of Organization) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification Number)
7175 West Jefferson Avenue, Suite 4000
Lakewood, Colorado 80235
(303) 980-1000
(Address and telephone number of registrant's principal executive offices)
------------------
John F. Olmstead, President
CAI Equipment Leasing V Corp.
7175 West Jefferson Avenue, Suite 4000
Lakewood, Colorado 80235
(303) 980-1000
(Name, address and telephone number of agent for service)
-------------------
Copies to:
Lyle B. Stewart, Esq.
1225 Seventeenth Street, Suite 2300
Denver, Colorado 80202
(303) 292-2400
----------------
Approximate date of commencement of proposed sale to the public:
as soon as practicable after this
Registration Statement becomes effective.
-------------------
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: X
---
<PAGE>
PROSPECTUS STICKER
FOR
CAPITAL PREFERRED YIELD FUND-IV, L.P.
PROSPECTUS DATED APRIL 15, 1996
The Partnership has prepared Supplement No. 3 to its Prospectus dated
April 15, 1996. Supplement No. 3 has been prepared in order to update certain
information in the Prospectus in compliance with certain provisions of federal
securities law. Supplement No. 3 supersedes both earlier Supplements.
Supplement No. 3 contains information with respect to:
o The status of the offering
o Partnership distributions to date
o Recent Partnership financial results
o Equipment purchases
o Updated information about the prior performance of affiliated
Partnerships
See the second page of the Prospectus for the Table of Contents
which explains the organization of the Prospectus.
<PAGE>
SUPPLEMENT NO. 3
TO
PROSPECTUS DATED APRIL 15, 1996
CAPITAL PREFERRED YIELD FUND-IV, L.P.
$1,200,000
12,000 UNITS MINIMUM OFFERING
$100 PER UNIT
MINIMUM INVESTMENT: 25 UNITS ($2,500); 10 UNITS ($1,000)
FOR INDIVIDUAL RETIREMENT ACCOUNTS AND QUALIFIED PLANS
The following information supplements the information in the prospectus of
Capital Preferred Yield Fund-IV, L.P. (the "Partnership"), dated April 15, 1996
(the "Prospectus"). This Supplement is a part of, and should be read in
conjunction with, the Prospectus. This Supplement is a consolidated Supplement
and supersedes both earlier Supplements. The Partnership was formed as a
Delaware limited partnership to engage in the business of owning and leasing
equipment. See "SUMMARY OF THE OFFERING" in the Prospectus which accompanies, or
preceded the delivery of, this Supplement. Unless otherwise indicated, all of
the capitalized terms used in this Supplement have the same meanings given to
them in the Prospectus.
This Supplement contains updated financial information as required by the
federal securities laws. This Supplement also provides information with respect
to (i) the status of the offering of the Units, (ii) the Equipment the
Partnership has purchased and equipment the Partnership anticipates purchasing,
(iii) Partnership distributions, (iv) the performance of prior affiliated
investment programs, and (v) Management's Discussion and Analysis of Financial
Condition and Results of Operations for the Partnership's first year of
operations.
------------------------------------
AN INVESTMENT IN THE PARTNERSHIP INVOLVES CERTAIN MATERIAL RISK FACTORS. SEE
"RISK FACTORS" IN THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------------
The date of this Supplement is ____________ ____, 1997
<PAGE>
THE PARTNERSHIP
The principal offices of the Partnership and the General Partner are at
7175 West Jefferson Avenue, Suite 4000, Lakewood, Colorado 80235, telephone
number (303) 980-1000.
STATUS OF THE OFFERING
As of July 31, 1997, 1,790 investors had acquired 335,628 Units, for a
total Capital Contribution of $33,562,790, and were admitted to the Partnership
as Class A Limited Partners. Of the 500,000 Units ($50,000,000) registered with
the Securities and Exchange Commission, 164,372 of the Units remain to be sold
in this offering, which would represent additional Class A Limited Partners'
Capital Contributions of $16,437,200.
See "PLAN OF DISTRIBUTION" in the Prospectus.
STANGER RANKING
In May of 1996, the Partnership was ranked by Robert A. Stanger & Co., Inc.
among public equipment leasing partnerships then being offered. The Partnership
was given the "Highest" ranking of six possible rankings along with three other
public equipment leasing partnerships. At that time, ten public equipment
leasing partnerships were ranked on the scale of six possible rankings from
"Highest" to "Lowest." Among the four public equipment leasing partnerships that
were awarded the "Highest" ranking, the Partnership obtained the highest
numerical quotient (78.1) from the Stanger organization.
STANGER'S INVESTOR SHARE RANKING - The ISR reflects front-end expenses and
cost and revenue sharing arrangements between investors and the general partner.
The ISR does not measure overall program quality or predict annual economic
results of the investment; neither does it measure the creditworthiness of the
issuer or sponsor. Rather, the ISR is one of several factors which should be
considered when evaluating a partnership investment. To calculate the ISR,
computer models compare the investor's potential after-tax time-valued return in
the program to returns if the partnership's assets were bought outright with no
syndication costs or less. The ISR is expressed in terms of Highest (most
favorable to the investor), High, Above Average, Average, Below Average or
Lowest (least favorable to the investor). The ISR is prepared by Robert A.
Stanger & Co., a registered investment advisor, and is based on prospectus data
and supplementary information provided by the issuer. The ISR is subject to
revision or withdrawal as a result of changes in, or unavailability of, such
information, Robert A. Stanger & Co., does not conduct an independent
investigation of the accuracy or completeness of the information provided by the
issuer. The ISR does not constitute a recommendation to purchase or sell a
security. If the actual portfolio, when purchased, differs from the investment
models employed, the ISR for the partnership could change. Similarly, if the
front-end cost of sharing ratios between the general partner and the limited
partners were altered, the ISR also might change.
2
<PAGE>
PURCHASE OF EQUIPMENT
As of July 31, 1997, the Partnership had purchased from Capital Associates
International, Inc. ("CAII") the Equipment described in Exhibit A to this
Supplement. The aggregate purchase price paid by the Partnership to acquire the
Equipment described in Exhibit A was $46,516,065, including Acquisition Fees and
Acquisition Expenses paid by the Partnership, of which $17,522,307 was financed.
The Partnership paid Acquisition Fees and Acquisition Expenses of $1,547,947, as
of July 31, 1997, all of which was paid to the General Partner and its
Affiliates. The Partnership only finances its ownership of Equipment on a
non-recourse basis. Under any Equipment lease which is financed, net rentals are
sufficient, at a minimum, to repay the related non-recourse debt. No Equipment
or lease cross-collateralizes the financing of any other Equipment or lease. See
"INVESTMENT OBJECTIVES AND POLICIES--The Equipment" in the Prospectus.
Except as set forth in Exhibit B hereto, the Equipment to be purchased by
the Partnership and the Lessees to which such Equipment will be leased have not
been determined as of the date hereof. The General Partner will have complete
discretion in investing the Net Offering Proceeds from the sale of Units and
Partnership indebtedness within the limits set forth in "INVESTMENT OBJECTIVES
AND POLICIES" in the Prospectus.
CLASS B LIMITED PARTNER CONTRIBUTION
As of July 31, 1997, CAII, an affiliate of the General Partner and the
Class B Limited Partner, had contributed $330,000 to the Partnership. The Class
B Limited Partner is obligated to contribute cash to the Partnership (on or
immediately after each date on which the Partnership acquires Equipment) in an
amount equal to $10,000 for each $1,000,000 of Class A Limited Partner Capital
Contributions received by the Partnership as of that date. See "SUMMARY OF THE
OFFERING - Class B Limited Partner" in the Prospectus.
PARTNERSHIP DISTRIBUTIONS
Class A Limited Partners are receiving monthly cash distributions in an
amount equal to 10.5% per annum, on a cumulative, non-compounded basis. A
significant portion of these distributions constitutes a return of capital. As
of July 31, 1997, the Partnership had paid or accrued total distributions to
Class A Limited Partners of $1,931,462. See "INVESTMENT OBJECTIVES AND POLICIES"
in the Prospectus.
Distributions to the General Partner and the Class B Limited Partner are
made on a monthly basis. As of July 31, 1997, the Partnership had paid or
accrued total distributions of $18,497 to the General Partner and $20,038 to the
Class B Limited Partner. See "COMPENSATION AND FEES" in the Prospectus.
3
<PAGE>
Distributions may be characterized for tax, accounting and economic
purposes as a return of capital, a return on capital or both. The portion of
each cash distribution by a partnership which exceeds its net income for the
fiscal period may be deemed a return of capital. However, the total return on
capital over a leasing partnership's life can only be determined at the
termination of the Partnership after all residual cash flows (which include
proceeds from the re-leasing and sale of equipment after initial lease terms
expire) have been realized. For the six months ended June 30, 1997,
approximately 76% of declared distributions to the Partners of the Partnership
constituted a return of capital for accounting purposes. This percentage may not
be reflective of the percentage of distributions that constitutes a return of
capital as determined at any subsequent point in time.
CHANGES IN MANAGEMENT OF THE GENERAL PARTNER
On March 4, 1997, John E. Christensen, who held the offices of Senior Vice
President, Principal Financial and Chief Administrative Officer and Director of
the General Partner, resigned and was replaced by Anthony M. DiPaolo, who at
that time was Senior Vice President, Assistant Secretary and Director of the
General Partner. Mr. DiPaolo now has the added responsibilities of Principal
Financial and Chief Administrative Officer of the General Partner.
PERFORMANCE OF PRIOR INVESTMENT PROGRAMS
See Exhibit D hereto for information updating the Prior Performance Tables
appearing at Exhibit B to the Prospectus.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Reference is made to the financial statements of the Partnership for the
period from April 16, 1996 (commencement of operations) to December 31, 1996,
and the six-month interim period ending June 30, 1997, attached hereto in
Exhibit C.
Results of Operations (period ending December 31, 1996)
- -------------------------------------------------------
The Partnership commenced operations on April 16, 1996 and reported net
income of $102,627 for the period from April 16, 1996 to December 31, 1996. Net
income was derived principally from rentals generated from $13,991,309 of
equipment owned by the Partnership at December 31, 1996.
A comparison of current operating results to the corresponding period of
the prior year cannot be made since the Partnership did not commence operations
until April 16, 1996.
Revenue generated from equipment on lease comprised 95% of total revenue
for 1996. Interest income comprised 5% of total revenue. General Motors, Lucent
Technologies and Staples, Inc. accounted for approximately 19%, 19% and 10%,
respectively, of total revenue during 1996. This concentration is attributable
to placement of equipment with the lessees during the early stages of the
Partnership's operations. Rental revenue from these lessees was, therefore,
relatively more significant in 1996 than it would be expected in the future, as
additional leases are acquired by the Partnership.
4
<PAGE>
The ultimate profitability of the Partnership's leasing transactions is
dependent in part on the general level of interest rates because leasing is an
alternative to financing equipment purchases with debt. Lease rates therefore
tend to rise and fall with interest rates although lease rate movements
generally lag behind interest rate movements. The amount of future distributions
to the partners will depend, in part, on future interest rates.
Depreciation expense comprised 79% of total expenses for 1996.
Liquidity & Capital Resources (period ending December 31, 1996)
- ---------------------------------------------------------------
The Partnership was formed on December 18, 1995. On April 16, 1996, the
Partnership commenced offering 500,000 Class A limited partner units at $100 per
unit for sale to investors. On June 3, 1996, the Partnership held its initial
closing, receiving gross offering proceeds of $1,200,000 from the sale of 12,000
Class A limited partner units. The Partnership intends to continue offering up
to 500,000 Class A limited partner units for sale and admitting additional Class
A limited partners through April 15, 1998.
A summary of the Partnership's offering activities from the commencement of
operations to December 31, 1996 is presented below:
Class A limited partner units sold 154,553
============
Gross offering proceeds $ 15,455,281
Sales commissions (1,545,528)
Organization and offering expenses (618,112)
Due diligence expenses (66,630)
------------
Net offering proceeds $ 13,225,011
============
Class B limited partner (CAII) cash contribution $ 150,000
============
The Partnership funds its operating activities principally with cash from
rents, discounted lease rentals (non-recourse debt), interest income, and sales
of off-lease equipment. Available cash and cash reserves of the Partnership are
invested in short-term government securities pending the acquisition of
equipment or distribution to the partners.
During 1996, the Partnership acquired equipment subject to leases with a
total purchase price of $13,991,309 (including $849,244 of discounted lease
rentals). Also during 1996, the Partnership discounted future rental payments
from certain leases to non-recourse lenders and received proceeds of $1,923,239.
Non- recourse borrowing against unleveraged leases in the Partnership's lease
portfolio may occur in the future as well, when the general partner, in its
discretion, determines that such non-recourse financing is in the best interest
of the Partnership. As of December 31, 1996, the general partner had identified
$2.6 million of additional equipment that satisfied the Partnership's
acquisition criteria that is expected to be acquired during 1997.
5
<PAGE>
During 1996, the Partnership declared distributions to the Class A limited
partners of $439,720 of which $126,682 was paid during January 1997. A
substantial portion of such distributions is expected to constitute a return of
capital. Distributions may be characterized for tax, accounting and economic
purposes as a return of capital, a return on capital or a portion of both. The
portion of each cash distribution by a partnership which exceeds its net income
for the fiscal period may be deemed a return of capital for accounting purposes.
However, the total percentage of a partnership's return on capital over its life
will only be determined after all residual cash flows (which include proceeds
from the re-leasing and sale of equipment) have been realized at the termination
of the Partnership. For 1996, approximately 76% of the cash distributions paid
to the partners of the Partnership constituted a return of capital for
accounting purposes. This percentage may not be reflective of the percentage of
distributions that constitutes a return of capital at any subsequent point in
time.
Results of Operations (period ending June 30, 1997)
- ---------------------------------------------------
The Partnership reported net income of $333,319, or $1.26 per weighted
average Class A limited partner unit, for the six months ended June 30, 1997.
Net income was principally derived from rentals generated from $45,169,021 of
equipment owned by the Partnership as of June 30, 1997.
A comparison of current operating results to the corresponding period of
the prior year cannot be made since the Partnership did not commence operations
until April 16, 1996.
The ultimate profitability of the Partnership's leasing transactions is
dependent in part on the general level of interest rates at the time the leases
are originated, as well as future equipment values and on-going lessee
creditworthiness. Because leasing is an alternative to financing equipment
purchases with debt, lease rates tend to rise and fall with interest rates
(although lease rate movements generally lag interest rate changes in the
capital markets).
Liquidity & Capital Resources (period ending June 30, 1997)
- -----------------------------------------------------------
A summary of the Partnership's offering activities from the commencement of
operations to June 30, 1997 is presented below:
Class A limited partner units sold 311,253
============
Gross offering proceeds including volume discounts of $6,000 $ 31,125,349
Sales commissions (3,112,535)
Organization and offering expenses (1,245,014)
Due diligence expenses (119,963)
------------
Net offering proceeds $ 26,647,837
============
Class B limited partner (CAII) cash contribution $ 310,000
============
6
<PAGE>
A summary of the Partnership's offering activities for the first six months
of 1997 is presented below:
Class A limited partner units sold 156,700
============
Gross offering proceeds including volume discounts of $6,000 $ 15,670,067
Sales commissions (1,567,007)
Organization and offering expenses (626,803)
Due diligence expenses (53,333)
------------
Net offering proceeds $ 13,422,924
============
Class B limited partner (CAII) cash contribution $ 160,000
============
During the six months ended June 30, 1997, the Partnership acquired
equipment subject to leases with a total purchase price of $31,177,712
(including $16,673,062 of discounted lease rentals). As of June 30, 1997, the
general partner had identified $4.5 million of additional equipment that
satisfied the Partnership's acquisition criteria that is expected to be acquired
during 1997.
During the six months ended June 30, 1997, the Partnership declared
distributions to the Class A limited partners of $1,238,420 ($282,582 of which
was paid during July 1997). A substantial portion of such distributions is
expected to constitute a return of capital. Distributions may be characterized
for tax, accounting and economic purposes as a return of capital, a return on
capital or a portion of both. The portion of each cash distribution by a
partnership which exceeds its net income for the fiscal period may be deemed a
return of capital for accounting purposes. However, the total percentage of a
partnership's return on capital over its life will only be determined after all
residual cash flows (which include proceeds from the re-leasing and sale of
equipment) have been realized at the termination of the Partnership. For the six
months ended June 30, 1997, approximately 76% of the cash distributions to the
partners of the Partnership constituted a return of capital for accounting
purposes. This percentage may not be reflective of the percentage of
distributions that constitutes a return of capital at any subsequent point in
time.
The general partner believes that the Partnership will generate sufficient
cash flows from operations during the remainder of 1997, to (1) meet current
operating requirements, (2) enable it to fund cash distributions to both the
Class A and Class B limited partners at annualized rates of 10.5% (substantial
portions of which are expected to constitute returns of capital), of their
capital contributions, and (3) reinvest in additional equipment under leases,
provided that suitable equipment can be identified and acquired.
7
<PAGE>
CAPITAL ASSOCIATES, INC. FINANCIAL RESULTS
The audited consolidated balance sheet of Capital Associates, Inc. ("CAI"),
as of May 31, 1997, and the footnotes thereto, are attached in Exhibit C hereto.
Although consolidated balance sheets of CAI are set forth in the Prospectus
under "FINANCIAL STATEMENTS," and herein at Exhibit C, prospective investors
should be aware that CAI is not a general partner of the Partnership, and has no
obligation to fund any obligations of the Partnership or of the General Partner,
other than as set forth in Note 3 to the balance sheet of the General Partner.
FINANCIAL RESULTS OF PARTNERSHIP AND GENERAL PARTNER
The audited financial statements and the footnotes to the financial
statements of the Partnership for the period from April 16, 1996 (commencement
of operations), to December 31, 1996, and the unaudited interim financial
statements for the six months ended June 30, 1997 of the current fiscal year,
are attached hereto in Exhibit C. The audited balance sheet and the footnotes
thereto for the General Partner as of May 31, 1997 are attached hereto in
Exhibit C.
PLAN OF DISTRIBUTION
Selling Dealers will be given the option to receive 6.0 percent of their
full sales commission at closing and an additional 0.5 percent per year for five
years rather than the full 8.0 percent sales commission at closing. In no case
shall the full sales commission exceed 10.0 percent.
In situations where a Selling Dealer is compensated by the investor on a
fee basis and can not take a commission, the investor shall receive additional
Units for such portion of the sales commission that can not be paid to the
Selling Dealer.
CORRECTIONS TO PROSPECTUS
On the inside cover page (six lines from the bottom of the first
paragraph), page 1 (two lines from the bottom of the second paragraph), page 41
(six lines from the bottom of the first paragraph under the bold legend) and
page 45 (three lines from the bottom of the second paragraph) the word "eight"
should be corrected to the word "nine." The liquidation of the Partnership is
expected to occur between seven and nine years after the Closing Date.
8
<PAGE>
EXPERTS
The balance sheets of CAI Equipment Leasing V Corp. and Capital Associates,
Inc., as of May 31, 1997, have been included herein and in the Registration
Statement in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing. The financial statements of
Capital Preferred Yield Fund-IV, L.P., as of December 31, 1996, and for the
period from April 16, 1996 (commencement of operations) to December 31, 1996,
have been included herein and the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.
9
<PAGE>
EXHIBIT A
EQUIPMENT PURCHASED
The following table shows the Equipment purchased by the Partnership
as of July 31, 1997. The information presented for each item is stated as of the
date the Equipment was purchased by the Partnership. Equipment Cost, means the
price paid upon the purchase or sale of a particular item of Equipment,
including the amount of Acquisition Fees, carrying costs on the Equipment until
transferred to the Partnership, less any rents received prior to transferring
the lease to the Partnership, and all liens and mortgages on the equipment, but
excluding points and prepaid interest. Remaining lease terms and remaining rents
are as of the purchase date. Depreciation is calculated using the straight-line
method over the lease term to an amount equal to the estimated residual value at
the lease termination date.
<TABLE>
<CAPTION>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
General Motors Corp. 04/16/96 Forklifts 60 $ 4,706 $ 4,389 $ 878
General Motors Corp. 04/16/96 Forklifts 60 212,115 197,813 39,563
General Motors Corp. 04/16/96 Forklifts 60 149,577 140,968 28,194
General Motors Corp. 04/16/96 Forklifts 60 51,633 48,661 9,732
General Motors Corp. 04/16/96 Forklifts 60 83,432 79,028 15,806
General Motors Corp. 04/16/96 Forklifts 60 28,758 27,103 5,421
General Motors Corp. 04/16/96 Forklifts 60 176,906 166,723 33,345
General Motors Corp. 04/16/96 Forklifts 60 29,761 28,183 5,637
General Motors Corp. 04/25/96 Loader 60 83,700 79,402 15,880
USS/Kobe Steel 05/07/96 Forklifts 36 36,558 27,620 9,207
International Paper Co. 05/10/96 Networking equip. 38 126,272 129,772 40,980
Universal Forest Products 06/04/96 Forklifts 36 35,512 28,313 9,438
General Motors Corp. 06/07/96 Forklifts 60 38,644 36,659 7,332
Universal Forest Products 07/01/96 Forklifts 36 21,982 17,202 5,734
Louisiana Workers Comp. 07/01/96 Computer equipment 36 120,076 131,777 43,926
Universal Forest Products 07/01/96 Forklifts 36 35,512 28,376 9,459
Addison Wesley Longman 07/03/96 IBM notebooks 36 513,592 486,704 162,235
General Motors Corp. 07/05/96 Material handling 36 112,710 109,396 36,465
Staples 07/08/96 Copiers 28 254,608 239,149 102,492
Staples 07/08/96 Copiers 29 237,739 225,416 93,276
General Motors Corp. 07/08/96 Material handling 36 117,246 113,799 37,933
Xerox 07/24/96 Forklifts 44 14,501 12,408 3,384
GM Powertrain 08/09/96 Scrubber 36 6,423 6,234 2,078
General Motors Corp. 08/15/96 Material handling 36 111,912 94,191 31,397
General Motors Corp. 08/20/96 Material handling 36 22,066 18,572 6,191
A-1
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2)<F2>
- ---------------------------- ---------- --------- --------- --------- --------
General Motors Corp. $ 0 N/A N/A MI OL
General Motors Corp. 0 N/A N/A MI OL
General Motors Corp. 0 N/A N/A MI OL
General Motors Corp. 0 N/A N/A MI OL
General Motors Corp. 0 N/A N/A MI OL
General Motors Corp. 0 N/A N/A MI OL
General Motors Corp. 0 N/A N/A MI OL
General Motors Corp. 0 N/A N/A MI OL
General Motors Corp. 0 N/A N/A NY OL
USS/Kobe Steel 23,146 6.86 36 OH OL
International Paper Co. 93,906 6.86 38 MS OL
Universal Forest Products 20,764 7.65 36 CO OL
General Motors Corp. 0 N/A N/A KY OL
Universal Forest Products 13,008 7.66 36 CO OL
Louisiana Workers Comp. 100,655 6.86 36 GA DFL
Universal Forest Products 21,459 7.66 36 CO OL
Addison Wesley Longman 0 N/A N/A TX OL
General Motors Corp. 0 N/A N/A NY OL
Staples 0 N/A N/A NY OL
Staples 0 N/A N/A NJ OL
General Motors Corp. 0 N/A N/A MI OL
Xerox 0 N/A N/A MN OL
GM Powertrain 0 N/A N/A OH OL
General Motors Corp. 0 N/A N/A NC OL
General Motors Corp. 0 N/A N/A OH OL
A-1
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Medtronic 08/22/96 Copiers 36 $ 14,630 $ 15,215 $ 5,072
General Motors Corp. 08/22/96 Material handling 36 13,437 11,309 3,770
International Paper 08/29/96 Forklifts 58 892,796 816,290 168,888
USS/Kobe Steel 08/30/96 Forklifts 84 85,876 289,324 41,332
Home Depot 09/05/96 Forklifts 46 669,457 647,919 169,022
Ball Foster Glass 09/09/96 Wrapper 60 238,961 238,509 47,702
Ball Foster Glass 09/18/96 Lift trucks 36 61,354 45,687 15,229
General Motors Corp. 09/20/96 Trailer 60 38,470 36,495 7,299
Ball Foster Glass 09/26/96 Wrapping equipment 60 102,454 102,387 20,477
Alliant Techsystems 09/30/96 Phone system 24 12,357 9,869 4,934
ITT Automotive Electric 10/01/96 Material handling 60 124,903 119,875 23,975
Consolidated Diesel 10/03/96 Material handling 60 37,771 43,448 8,690
Consolidated Diesel 10/10/96 Material handling 60 6,589 7,088 1,418
Georgetown Steel Corp. 10/10/96 Material handling 36 75,242 63,662 21,221
General Motors Corp. 10/11/96 Material handling 36 79,821 67,182 22,394
Xerox 10/15/96 Video imaging 36 22,447 20,520 6,840
Xerox 10/16/96 Video imaging 36 75,531 69,012 23,004
Thomson Industries 10/17/96 Machine tools 60 144,050 132,437 26,487
Consolidated Diesel 10/18/96 Copiers 42 29,891 33,528 9,579
Ball Foster Glass 10/23/96 Stretch wrapper 60 122,517 122,426 24,485
Ball Foster Glass 10/23/96 Material handling 36 50,538 37,768 12,589
USS/Kobe Steel 10/23/96 Material handling 84 73,874 247,329 35,333
Ball Foster Glass 10/24/96 Forklifts 36 184,995 137,757 45,919
Ball Foster Glass 10/25/96 Material handling 60 29,522 29,517 5,903
Basic Vegetable 11/04/96 Material handling 60 151,375 139,136 27,827
Ball Foster Glass 11/05/96 Loader 60 112,952 102,108 20,422
Xerox 11/05/96 Material handling 44 35,435 30,536 8,328
Ball Foster Glass 11/05/96 Loader 60 86,318 78,031 15,606
Consolidated Diesel 11/07/96 Copiers 36 8,223 8,481 2,827
Lucent Technologies 11/20/96 Modular building 36 2,323,805 2,159,820 719,940
Ball Foster Glass 11/25/96 Forklifts 36 62,397 46,698 15,566
Consolidated Diesel 11/26/96 Burden carriers 60 5,876 6,304 1,261
Harsco Corp. 11/27/96 Manufacturing equip. 25 923,942 551,434 264,688
Harsco Corp. 11/27/96 Manufacturing equip. 6 98,292 22,452 44,904
General Motors Corp. 11/27/96 Material handling 36 41,315 34,671 11,557
Xerox 12/09/96 Emulator 24 4,749 3,552 1,776
A-2
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Medtronic $ 11,851 7.67 36 NJ DFL
General Motors Corp. 0 N/A N/A NC OL
International Paper 659,454 7.08 58 IL OL
USS/Kobe Steel 73,960 7.18 84 LA OL
Home Depot 460,286 7.09 46 PA OL
Ball Foster Glass 189,100 7.08 60 TX OL
Ball Foster Glass 37,007 6.88 36 NY OL
General Motors Corp. 0 N/A N/A NC OL
Ball Foster Glass 82,388 7.08 60 NC OL
Alliant Techsystems 0 N/A N/A MI OL
ITT Automotive Electric 97,868 7.09 60 MA OL
Consolidated Diesel 31,108 8.18 60 IL DFL
Consolidated Diesel 0 N/A N/A PA OL
Georgetown Steel Corp. 52,448 7.69 36 IN OL
General Motors Corp. 0 N/A N/A CA OL
Xerox 0 N/A N/A CA OL
Xerox 0 N/A N/A NY OL
Thomson Industries 106,154 7.89 60 OH OL
Consolidated Diesel 24,226 7.96 42 MA DFL
Ball Foster Glass 97,065 7.08 60 IL OL
Ball Foster Glass 27,081 6.84 36 IL OL
USS/Kobe Steel 65,015 7.19 84 NC OL
Ball Foster Glass 114,737 6.89 36 NC OL
Ball Foster Glass 23,051 7.08 60 MI OL
Basic Vegetable 0 N/A N/A MI OL
Ball Foster Glass 0 N/A N/A MI OL
Xerox 0 N/A N/A GA OL
Ball Foster Glass 0 N/A N/A NY OL
Consolidated Diesel 0 N/A N/A OR OL
Lucent Technologies 0 N/A N/A MI OL
Ball Foster Glass 0 N/A N/A MI OL
Consolidated Diesel 0 N/A N/A OH OL
Harsco Corp. 0 N/A N/A MN OL
Harsco Corp. 0 N/A N/A NY OL
General Motors Corp. 0 N/A N/A NY OL
Xerox 0 N/A N/A NY OL
A-2
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
GM Powertrain 12/13/96 Material handling 36 $ 44,143 $ 37,153 $ 12,384
Total System Service 12/13/96 Mailing system 46 1,950,481 1,786,750 466,109
Thomson Industries, Inc. 12/13/96 Grinders 60 45,659 42,960 8,592
Precision Castparts 12/18/96 Forklifts 60 372,509 383,827 76,765
Owens-Corning Fiberglass 12/20/96 PC's 30 466,087 424,355 169,742
Thomson Industries, Inc. 12/20/96 Grinders 56 1,383,039 1,276,583 273,554
General Motors Corp. 12/20/96 Material handling 60 19,883 18,862 3,772
Xerox 12/27/96 Logic analyzer 36 10,418 8,640 2,880
Xerox 12/27/96 Analysis system 36 30,988 28,836 9,612
Alliant 01/02/97 Lathe 60 250,597 219,835 43,967
Xerox 01/10/97 Signal processor 36 7,967 7,092 2,364
Matsushita 01/10/97 Phone system 36 114,258 109,872 36,624
Xerox 01/13/97 Test equipment 36 20,522 17,388 5,796
Xerox 01/13/97 Test equipment 36 25,209 23,436 7,812
Alcoa 01/13/97 Lift trucks 44 155,051 133,276 36,348
In Home Health, Inc. 01/16/97 FF & E 60 13,516 14,101 2,820
General Motors Corp. 01/24/97 Machine tools 84 268,896 281,519 40,217
Home Depot, Inc. 01/25/97 Lift trucks 48 405,329 401,296 100,324
Home Depot, Inc. 02/05/97 Lift trucks 60 103,354 88,759 17,752
Nabisco 02/05/97 Sweeper 48 17,846 16,934 4,234
Louisiana Workers Comp. 02/10/97 Server 36 35,687 37,085 12,362
General Motors Corp. 02/11/97 Forklifts 36 9,503 9,223 3,074
Universal Forest 02/19/97 Forklifts 36 35,512 28,669 9,556
Xerox 02/19/97 Video projector 36 24,438 22,752 7,584
Oklahoma Gas & Electric 02/28/97 Computer equipment 22 2,907 2,876 1,569
Oklahoma Gas & Electric 02/28/97 Computer equipment 22 36,749 29,699 16,200
Oklahoma Gas & Electric 02/28/97 Computer equipment 22 13,254 11,073 6,040
Oklahoma Gas & Electric 02/28/97 Computer equipment 53 66,603 70,987 16,072
Oklahoma Gas & Electric 02/28/97 Computer equipment 25 381,740 318,372 152,819
Oklahoma Gas & Electric 02/28/97 Computer equipment 26 173,019 169,158 78,073
Oklahoma Gas & Electric 02/28/97 Computer equipment 26 145,235 132,849 61,315
Oklahoma Gas & Electric 02/28/97 Computer equipment 28 480,166 424,726 182,025
Oklahoma Gas & Electric 02/28/97 Computer equipment 19 464,052 361,613 228,387
Morgan Construction 02/28/97 Computer equipment 32 152,129 144,426 54,160
Oklahoma Gas & Electric 02/28/97 Computer equipment 16 81,790 63,243 47,433
Oklahoma Gas & Electric 02/28/97 Computer equipment 16 373,760 277,779 208,334
A-3
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
GM Powertrain $ 0 N/A N/A NJ OL
Total System Service 0 N/A N/A NY OL
Thomson Industries, Inc. 0 N/A N/A NY OL
Precision Castparts 283,707 8.19 60 OR OL
Owens-Corning Fiberglass 388,959 6.86 30 OH OL
Thomson Industries, Inc. 963,281 8.17 56 MI OL
General Motors Corp. 0 N/A N/A MI OL
Xerox 0 N/A N/A NY OL
Xerox 0 N/A N/A NY OL
Alliant 0 N/A N/A MN OL
Xerox 0 N/A N/A NY OL
Matsushita 0 N/A N/A NJ OL
Xerox 0 N/A N/A NY OL
Xerox 0 N/A N/A NY OL
Alcoa 0 N/A N/A LA OL
In Home Health, Inc. 10,904 8.20 60 WA OL
General Motors Corp. 0 N/A N/A IN OL
Home Depot, Inc. 0 N/A N/A MD OL
Home Depot, Inc. 0 N/A N/A GA OL
Nabisco 0 N/A N/A CA OL
Louisiana Workers Comp. 0 N/A N/A LA DFL
General Motors Corp. 0 N/A N/A OH OL
Universal Forest 0 N/A N/A CO OL
Xerox 0 N/A N/A NY OL
Oklahoma Gas & Electric 2,704 7.17 22 OK DFL
Oklahoma Gas & Electric 33,604 6.62 22 OK OL
Oklahoma Gas & Electric 12,141 6.62 22 OK OL
Oklahoma Gas & Electric 60,658 7.49 53 OK DFL
Oklahoma Gas & Electric 351,179 6.80 25 OK OL
Oklahoma Gas & Electric 160,723 7.24 26 OK DFL
Oklahoma Gas & Electric 134,308 7.30 26 OK OL
Oklahoma Gas & Electric 440,955 7.71 28 OK OL
Oklahoma Gas & Electric 424,299 7.16 19 OK OL
Morgan Construction 140,149 7.65 32 MA OL
Oklahoma Gas & Electric 74,067 7.17 16 OK OL
Oklahoma Gas & Electric 341,897 7.17 16 OK OL
A-3
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Oklahoma Gas & Electric 02/28/97 Computer equipment 12 $ 113,125 $ 79,307 $ 79,307
Morgan Construction 02/28/97 Computer equipment 31 65,542 62,107 24,042
Oklahoma Gas & Electric 02/28/97 Computer equipment 28 2,394 2,118 908
Oklahoma Gas & Electric 02/28/97 Computer equipment 22 56,937 55,703 30,383
Oklahoma Gas & Electric 02/28/97 Computer equipment 16 39,946 32,680 24,510
Oklahoma Gas & Electric 02/28/97 Computer equipment 40 64,197 66,993 20,098
Oklahoma Gas & Electric 02/28/97 Computer equipment 13 271,116 196,352 181,248
Oklahoma Gas & Electric 02/28/97 Computer equipment 13 16,290 11,798 10,890
Oklahoma Gas & Electric 02/28/97 Computer equipment 13 10,614 7,687 7,096
Oklahoma Gas & Electric 02/28/97 Computer equipment 28 7,862 6,954 2,980
Robertshaw Controls 02/28/97 Injection mold 23 98,326 36,394 18,988
Oklahoma Gas & Electric 02/28/97 Computer equipment 30 159,871 149,402 59,761
Robertshaw Controls 02/28/97 Manufacturing equip. 25 63,988 23,843 11,445
Robertshaw Controls 02/28/97 Brazing machine 24 82,994 29,649 14,825
Robertshaw Controls 02/28/97 Board test system 17 60,105 19,827 13,995
Robertshaw Controls 02/28/97 Rotary transfer 25 126,886 45,992 22,076
Morgan Construction 02/28/97 Computer equipment 26 150,120 137,985 63,685
Robertshaw Controls 02/28/97 Manufacturing equip. 24 107,902 40,032 20,016
The Foxboro Company 02/28/97 Manufacturing equip. 26 25,327 23,222 10,718
The Foxboro Company 02/28/97 Manufacturing equip. 25 33,300 33,454 16,058
The Foxboro Company 02/28/97 Computer equipment 26 25,615 22,837 10,540
Robertshaw Controls 02/28/97 Manufacturing equip. 16 155,971 51,699 38,774
Robertshaw Controls 02/28/97 Indexing machine 23 229,809 73,218 38,201
Robertshaw Controls 02/28/97 API test valve 20 39,996 14,195 8,517
Robertshaw Controls 02/28/97 Computer equipment 8 28,638 8,802 13,203
Robertshaw Controls 02/28/97 Single cavity 20 35,948 13,030 7,818
Robertshaw Controls 02/28/97 Computer equipment 8 16,496 5,543 8,314
Robertshaw Controls 02/28/97 Manufacturing equip. 22 131,819 47,025 25,650
Robertshaw Controls 02/28/97 Testing system 22 113,239 39,217 21,391
Robertshaw Controls 02/28/97 Computer equipment 8 8,017 2,296 3,444
Robertshaw Controls 02/28/97 Batch system 22 57,891 19,790 10,795
Robertshaw Controls 02/28/97 Impulse noise 22 18,887 6,808 3,714
Robertshaw Controls 02/28/97 Chamber 23 20,072 7,175 3,744
Morgan Construction 02/28/97 Computer equipment 27 185,114 171,459 76,204
Dewolfe Company 02/28/97 Copiers 31 1,984 1,997 773
Morgan Construction 02/28/97 Computer equipment 24 128,619 116,953 58,477
A-4
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Oklahoma Gas & Electric $ 103,756 8.47 12 OK OL
Morgan Construction 60,375 7.91 31 MA OL
Oklahoma Gas & Electric 2,199 7.71 28 OK OL
Oklahoma Gas & Electric 52,887 6.00 22 OK DFL
Oklahoma Gas & Electric 36,819 8.13 16 OK OL
Oklahoma Gas & Electric 58,998 8.03 40 OK DFL
Oklahoma Gas & Electric 248,682 8.08 13 OK OL
Oklahoma Gas & Electric 14,942 8.08 13 OK OL
Oklahoma Gas & Electric 9,736 8.08 13 OK OL
Oklahoma Gas & Electric 7,220 7.71 28 OK OL
Robertshaw Controls 89,540 7.32 23 ME OL
Oklahoma Gas & Electric 146,778 7.71 30 OK OL
Robertshaw Controls 57,654 7.81 25 CA OL
Robertshaw Controls 74,908 7.84 24 PA OL
Robertshaw Controls 54,556 7.58 17 MI OL
Robertshaw Controls 114,361 7.99 25 CA OL
Morgan Construction 138,539 7.70 26 MA OL
Robertshaw Controls 97,167 7.51 24 PA OL
The Foxboro Company 22,814 7.13 26 MA OL
The Foxboro Company 31,151 7.25 25 MA DFL
The Foxboro Company 23,668 7.41 26 MA OL
Robertshaw Controls 140,304 7.64 16 PA OL
Robertshaw Controls 213,520 6.97 23 CA OL
Robertshaw Controls 35,725 9.26 20 ME OL
Robertshaw Controls 24,617 7.48 8 ME OL
Robertshaw Controls 32,100 8.39 20 ME OL
Robertshaw Controls 15,399 8.21 8 ME OL
Robertshaw Controls 116,100 7.52 22 PA OL
Robertshaw Controls 102,079 7.62 22 PA OL
Robertshaw Controls 6,444 7.12 8 ME OL
Robertshaw Controls 51,945 7.62 22 PA OL
Robertshaw Controls 17,085 7.80 22 IL OL
Robertshaw Controls 18,069 7.30 23 IL OL
Morgan Construction 170,695 7.88 27 MA OL
Dewolfe Company 1,800 8.52 31 CT DFL
Morgan Construction 119,008 7.67 24 MA OL
A-4
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Dewolfe Company 02/28/97 Computer equipment 34 $ 10,935 $ 11,011 $ 3,886
Dewolfe Company 02/28/97 Copiers 33 8,693 8,738 3,177
Dewolfe Company 02/28/97 Copiers 34 7,879 7,943 2,804
Dewolfe Company 02/28/97 Computer equipment 34 4,566 4,599 1,623
Dewolfe Company 02/28/97 Copiers 34 7,879 7,938 2,802
Dewolfe Company 02/28/97 Computer equipment 32 45,140 45,310 16,991
Dewolfe Company 02/28/97 Computer equipment 34 2,663 2,687 948
Dewolfe Company 02/28/97 Computer equipment 34 2,663 2,687 948
Enogex Inc. 02/28/97 Computer equipment 15 97,369 73,667 58,934
Dewolfe Company 02/28/97 Computer equipment 33 7,472 7,519 2,734
Dewolfe Company 02/28/97 Computer equipment 32 13,838 13,890 5,209
Enogex Inc. 02/28/97 Computer equipment 17 164,993 141,722 100,039
The Foxboro Company 02/28/97 Manufacturing equip. 26 127,266 124,523 57,472
Dewolfe Company 02/28/97 Computer equipment 31 2,356 2,366 916
Dewolfe Company 02/28/97 Computer equipment 31 2,221 2,231 864
Dewolfe Company 02/28/97 Copiers 31 7,256 7,291 2,822
Dewolfe Company 02/28/97 Computer equipment 31 2,279 2,292 887
Dewolfe Company 02/28/97 Computer equipment 32 1,878 1,885 707
Dewolfe Company 02/28/97 Copiers 32 2,040 2,049 768
Dewolfe Company 02/28/97 Copiers 32 8,458 8,497 3,186
Dewolfe Company 02/28/97 Computer equipment 32 4,846 4,864 1,824
Enogex Inc. 02/28/97 Computer equipment 16 82,460 62,867 47,150
Enogex Inc. 02/28/97 Computer equipment 19 46,601 37,583 23,736
Morgan Construction 02/28/97 Production equip. 40 640,969 517,738 155,321
Lucas Industries 02/28/97 Manufacturing equip. 34 144,014 139,580 49,263
Genetics Institute 02/28/97 R & D 22 67,747 51,253 27,956
Genetics Institute 02/28/97 Computer equipment 22 129,823 98,216 53,572
Genetics Institute 02/28/97 Lab/production 22 129,780 98,078 53,497
Lucas Industries 02/28/97 Manufacturing equip. 35 201,272 182,469 62,561
Enogex Inc. 02/28/97 Computer equipment 33 2,116 1,994 725
Lucas Industries 02/28/97 Switch assembly 44 465,452 441,274 120,348
Lucas Industries 02/28/97 Computer equipment 22 25,732 23,018 12,555
Lucas Industries 02/28/97 Computer equipment 34 15,965 15,164 5,352
Genetics Institute 02/28/97 R & D 22 715,998 541,677 295,460
Enogex Inc. 02/28/97 Computer equipment 32 31,673 29,724 11,147
Enogex Inc. 02/28/97 Computer equipment 22 70,162 57,355 31,285
A-5
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Dewolfe Company $ 9,909 7.84 34 MA DFL
Dewolfe Company 7,884 7.89 33 NH DFL
Dewolfe Company 7,144 7.89 34 MA DFL
Dewolfe Company 4,137 7.87 34 MA DFL
Dewolfe Company 7,144 7.84 34 MA DFL
Dewolfe Company 40,902 8.10 32 MA OL
Dewolfe Company 2,414 8.01 34 NH DFL
Dewolfe Company 2,414 8.01 34 MA DFL
Enogex Inc. 89,511 7.88 15 OK OL
Dewolfe Company 6,772 8.03 33 MA DFL
Dewolfe Company 12,539 8.10 32 MA OL
Enogex Inc. 151,690 7.25 17 OK OL
The Foxboro Company 121,756 7.35 26 MA OL
Dewolfe Company 2,135 8.37 31 NH OL
Dewolfe Company 2,014 8.37 31 MA OL
Dewolfe Company 6,582 8.37 31 NH DFL
Dewolfe Company 2,065 8.52 31 MA OL
Dewolfe Company 1,701 8.08 32 MA DFL
Dewolfe Company 1,851 8.08 32 NH DFL
Dewolfe Company 7,673 8.08 32 MA DFL
Dewolfe Company 4,392 8.08 32 MA DFL
Enogex Inc. 75,671 7.01 16 OK OL
Enogex Inc. 42,683 7.22 19 OK OL
Morgan Construction 577,008 6.88 40 MA OL
Lucas Industries 122,853 9.54 34 NY OL
Genetics Institute 61,151 6.56 22 MA OL
Genetics Institute 117,182 6.56 22 MA OL
Genetics Institute 117,147 6.49 22 MA OL
Lucas Industries 176,213 9.67 35 NJ OL
Enogex Inc. 1,950 7.02 33 OK OL
Lucas Industries 420,343 7.34 44 MI OL
Lucas Industries 23,812 7.64 22 OH OL
Lucas Industries 13,661 7.76 34 NY OL
Genetics Institute 646,283 6.56 22 MA OL
Enogex Inc. 29,177 7.11 32 OK OL
Enogex Inc. 64,714 6.58 22 OK OL
A-5
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Enogex Inc. 02/28/97 Computer equipment 27 $ 27,461 $ 25,311 $ 11,250
Enogex Inc. 02/28/97 Computer equipment 26 53,157 48,640 22,449
Enogex Inc. 02/28/97 Computer equipment 26 6,898 6,347 2,929
Enogex Inc. 02/28/97 Computer equipment 26 206,533 189,344 87,390
Enogex Inc. 02/28/97 Computer equipment 30 93,186 87,508 35,003
Enogex Inc. 02/28/97 Computer equipment 32 6,827 6,407 2,403
Enogex Inc. 02/28/97 Computer equipment 30 12,713 11,906 4,763
Enogex Inc. 02/28/97 Computer equipment 31 32,256 30,171 11,679
Enogex Inc. 02/28/97 Computer equipment 32 12,677 11,898 4,462
The Foxboro Company 02/28/97 Furniture 26 51,987 50,866 23,477
The Foxboro Company 02/28/97 Computer equipment 31 142,433 122,860 47,559
The Foxboro Company 02/28/97 Furniture 50 144,767 147,601 35,424
The Foxboro Company 02/28/97 Manufacturing equip. 50 60,662 61,809 14,834
The Foxboro Company 02/28/97 Furniture 33 72,684 73,126 26,591
The Foxboro Company 02/28/97 Computer equipment 32 15,083 13,249 4,968
The Foxboro Company 02/28/97 Computer equipment 32 4,174 3,666 1,375
The Foxboro Company 02/28/97 Manufacturing equip. 33 115,642 117,162 42,604
The Foxboro Company 02/28/97 Computer equipment 33 117,816 104,246 37,908
The Foxboro Company 02/28/97 Air handling 32 32,781 33,126 12,422
The Foxboro Company 02/28/97 Computer equipment 33 6,615 5,854 2,129
The Foxboro Company 02/28/97 Manufacturing equip. 33 12,291 12,358 4,494
The Foxboro Company 02/28/97 Manufacturing equip. 33 10,177 10,302 3,746
The Foxboro Company 02/28/97 Computer equipment 32 2,458 2,159 810
The Foxboro Company 02/28/97 Facilities 32 74,667 75,454 28,295
The Foxboro Company 02/28/97 Manufacturing equip. 33 35,508 34,485 12,540
The Foxboro Company 02/28/97 Computer equipment 32 2,484 2,189 821
The Foxboro Company 02/28/97 Facilities 32 21,748 22,036 8,263
The Foxboro Company 02/28/97 Furniture 32 25,149 25,241 9,465
The Foxboro Company 02/28/97 Computer equipment 32 29,677 30,069 11,276
The Foxboro Company 02/28/97 Computer equipment 32 1,926 1,697 636
The Foxboro Company 02/28/97 Furniture 32 44,332 44,376 16,641
The Foxboro Company 02/28/97 Telephone equipment 32 25,514 25,851 9,694
The Foxboro Company 02/28/97 Computer equipment 32 189,244 166,227 62,335
The Foxboro Company 02/28/97 Manufacturing equip. 32 86,985 87,071 32,652
The Foxboro Company 02/28/97 Carpeting 33 61,558 62,223 22,627
The Foxboro Company 02/28/97 AC/heater unit 34 66,182 67,203 23,719
A-6
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Enogex Inc. $ 25,387 7.61 27 OK OL
Enogex Inc. 49,283 7.28 26 OK OL
Enogex Inc. 6,400 7.32 26 OK OL
Enogex Inc. 191,597 7.38 26 OK OL
Enogex Inc. 86,362 7.46 30 OK OL
Enogex Inc. 6,290 7.11 32 OK OL
Enogex Inc. 11,753 7.46 30 OK OL
Enogex Inc. 29,718 7.24 31 OK OL
Enogex Inc. 11,678 7.11 32 OK OL
The Foxboro Company 49,768 7.29 26 OH OL
The Foxboro Company 132,904 7.45 31 MA OL
The Foxboro Company 133,446 7.59 50 MA OL
The Foxboro Company 55,994 7.59 50 CA OL
The Foxboro Company 69,514 7.06 33 MA OL
The Foxboro Company 13,922 7.06 32 TX OL
The Foxboro Company 3,852 7.06 32 OH OL
The Foxboro Company 106,832 7.06 33 MA OL
The Foxboro Company 108,763 7.06 33 MA OL
The Foxboro Company 30,291 7.06 32 GA DFL
The Foxboro Company 6,107 7.06 33 TX OL
The Foxboro Company 11,757 7.00 33 MA OL
The Foxboro Company 9,404 6.97 33 MA DFL
The Foxboro Company 2,269 7.06 32 GA OL
The Foxboro Company 68,997 7.06 32 MA OL
The Foxboro Company 34,170 6.96 33 MA OL
The Foxboro Company 2,292 7.29 32 GA OL
The Foxboro Company 20,093 7.29 32 MA DFL
The Foxboro Company 24,021 7.29 32 GA OL
The Foxboro Company 27,418 7.29 32 GA DFL
The Foxboro Company 1,776 7.29 32 OH OL
The Foxboro Company 42,363 7.06 32 MA OL
The Foxboro Company 23,572 7.29 32 TX OL
The Foxboro Company 174,676 7.06 32 MA OL
The Foxboro Company 83,123 7.06 32 MA OL
The Foxboro Company 57,174 6.96 33 MA DFL
The Foxboro Company 61,105 7.06 34 MA DFL
A-6
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
The Foxboro Company 02/28/97 Manufacturing equip. 32 $ 18,418 $ 18,486 $ 6,932
United Artists 02/28/97 Projection equipment 52 132,865 138,865 32,046
Triconex Corporation 02/28/97 Computer equipment 54 81,613 87,407 19,424
Triconex Corporation 02/28/97 Trade show equip. 56 38,619 41,811 8,960
Triconex Corporation 02/28/97 Computer equipment 58 18,194 19,189 3,970
United Artists 02/28/97 Projection equipment 52 148,189 154,881 35,742
Triconex Corporation 02/28/97 Oven 53 19,805 20,827 4,716
United Artists 02/28/97 Projection equipment 52 133,988 140,039 32,317
United Artists 02/28/97 Projection equipment 52 141,603 147,997 34,153
United Artists 02/28/97 Projection equipment 52 129,657 135,511 31,272
Triconex Corporation 02/28/97 Manufacturing equip. 54 23,931 24,978 5,551
Triconex Corporation 02/28/97 Manufacturing equip. 53 16,747 17,612 3,988
The Foxboro Company 02/28/97 Computer equipment 34 174,916 155,872 55,014
Triconex Corporation 02/28/97 Furniture 47 19,787 19,642 5,015
The Foxboro Company 02/28/97 Manufacturing equip. 34 104,634 107,171 37,825
The Foxboro Company 02/28/97 Telecommunications
equipment 34 8,116 8,313 2,934
The Foxboro Company 02/28/97 Furniture 34 6,829 6,949 2,452
Triconex Corporation 02/28/97 Oven 48 79,768 78,453 19,613
Triconex Corporation 02/28/97 Computer equipment 52 31,893 33,391 7,706
Triconex Corporation 02/28/97 Manufacturing equip. 49 14,787 15,067 3,690
Triconex Corporation 02/28/97 Manufacturing equip. 50 101,403 103,755 24,901
Triconex Corporation 02/28/97 Computer equipment 52 31,676 32,905 7,593
The Foxboro Company 02/28/97 Furniture 32 72,456 72,722 27,271
The Foxboro Company 02/28/97 Computer equipment 32 165,284 145,681 54,630
The Foxboro Company 02/28/97 Manufacturing equip. 32 110,455 111,912 41,967
The Foxboro Company 02/28/97 Air handler 26 118,645 119,189 55,010
The Foxboro Company 02/28/97 Computer equipment 28 5,731 5,200 2,229
The Foxboro Company 02/28/97 Computer equipment 28 13,378 12,139 5,203
The Foxboro Company 02/28/97 Computer equipment 28 1,317 1,195 512
The Foxboro Company 02/28/97 Computer equipment 28 11,030 10,009 4,289
The Foxboro Company 02/28/97 Telephone equipment 28 51,039 50,773 21,760
The Foxboro Company 02/28/97 Computer equipment 28 4,779 4,336 1,858
The Foxboro Company 02/28/97 Manufacturing equip. 52 106,795 111,026 25,621
The Foxboro Company 02/28/97 Computer equipment 28 148,897 134,631 57,699
The Foxboro Company 02/28/97 Manufacturing equip. 28 154,825 156,409 67,032
A-7
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
The Foxboro Company $ 17,593 7.29 32 CA DFL
United Artists 120,026 8.21 52 FL OL
Triconex Corporation 74,500 7.47 54 CA DFL
Triconex Corporation 35,384 7.53 56 CA DFL
Triconex Corporation 16,545 7.30 58 CA DFL
United Artists 133,869 8.21 52 CA OL
Triconex Corporation 18,130 7.98 53 CA OL
United Artists 121,041 8.21 52 CA OL
United Artists 127,919 8.21 52 MD OL
United Artists 117,127 8.21 52 MS OL
Triconex Corporation 21,906 7.47 54 CA DFL
Triconex Corporation 15,330 7.98 53 MA DFL
The Foxboro Company 164,992 7.22 34 MA OL
Triconex Corporation 18,371 6.53 47 CA OL
The Foxboro Company 97,239 7.22 34 MA DFL
The Foxboro Company 7,543 7.22 34 MA DFL
The Foxboro Company 6,343 7.22 34 MA DFL
Triconex Corporation 75,699 6.50 48 CA OL
Triconex Corporation 29,200 7.94 52 CA OL
Triconex Corporation 13,646 7.29 49 CA DFL
Triconex Corporation 93,590 7.30 50 CA OL
Triconex Corporation 29,002 7.57 52 CA OL
The Foxboro Company 69,208 7.29 32 MA OL
The Foxboro Company 152,512 7.29 32 MA OL
The Foxboro Company 102,044 7.29 32 MA DFL
The Foxboro Company 110,546 7.35 26 MA OL
The Foxboro Company 5,297 7.65 28 OK OL
The Foxboro Company 12,363 7.65 28 MA OL
The Foxboro Company 1,217 7.65 28 CA OL
The Foxboro Company 10,194 7.65 28 TX OL
The Foxboro Company 48,923 7.74 28 OH OL
The Foxboro Company 4,417 7.65 28 NJ OL
The Foxboro Company 97,426 7.97 52 MA OL
The Foxboro Company 137,075 7.71 28 MA OL
The Foxboro Company 143,646 7.71 28 MA DFL
A-7
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
The Foxboro Company 02/28/97 Computer equipment 28 $ 4,508 $ 4,091 $ 1,753
The Foxboro Company 02/28/97 Computer equipment 28 13,764 12,490 5,353
The Foxboro Company 02/28/97 Office equipment 29 26,203 26,562 10,991
The Foxboro Company 02/28/97 Furniture 26 3,146 2,820 1,302
The Foxboro Company 02/28/97 Manufacturing equip. 50 30,217 30,952 7,428
The Foxboro Company 02/28/97 Manufacturing equip. 27 22,205 22,372 9,943
The Foxboro Company 02/28/97 Furniture 27 5,381 5,298 2,355
The Foxboro Company 02/28/97 Telephone equip. 27 15,944 16,068 7,141
The Foxboro Company 02/28/97 Computer equipment 28 4,797 4,353 1,866
The Foxboro Company 02/28/97 Manufacturing equip. 27 27,230 26,813 11,917
The Foxboro Company 02/28/97 Manufacturing equip. 39 333,145 340,217 104,682
The Foxboro Company 02/28/97 Computer equipment 28 4,534 4,114 1,763
The Foxboro Company 02/28/97 Facilities 29 8,905 9,027 3,735
The Foxboro Company 02/28/97 Telephone equip. 29 5,277 5,349 2,213
The Foxboro Company 02/28/97 Telephone equip. 32 36,168 36,645 13,742
Dewolfe Company 02/28/97 Computer equipment 31 4,711 4,732 1,832
The Foxboro Company 02/28/97 Furniture 31 204,559 207,727 80,410
The Foxboro Company 02/28/97 Telephone equip. 31 50,710 49,708 19,242
The Foxboro Company 02/28/97 Manufacturing equip. 31 62,597 61,360 23,752
The Foxboro Company 02/28/97 Computer equipment 31 39,427 34,009 13,165
The Foxboro Company 02/28/97 Air handler 54 22,900 23,884 5,307
The Foxboro Company 02/28/97 Computer equipment 31 3,093 2,668 1,033
The Foxboro Company 02/28/97 Computer equipment 31 20,145 17,376 6,726
The Foxboro Company 02/28/97 Manufacturing equip. 31 10,811 10,812 4,185
The Foxboro Company 02/28/97 Furniture 31 18,480 18,632 7,212
The Foxboro Company 02/28/97 Manufacturing equip. 54 53,297 55,588 12,353
The Foxboro Company 02/28/97 Manufacturing equip. 29 151,914 151,322 62,616
The Foxboro Company 02/28/97 Computer equipment 29 2,100 1,796 743
The Foxboro Company 02/28/97 Manufacturing equip. 53 42,148 43,828 9,923
The Foxboro Company 02/28/97 Furniture 29 8,042 8,126 3,363
The Foxboro Company 02/28/97 Computer equipment 29 165,071 141,207 58,431
The Foxboro Company 02/28/97 Computer equipment 29 47,187 40,365 16,703
The Foxboro Company 02/28/97 Computer equipment 30 212,297 183,454 73,382
The Foxboro Company 02/28/97 Computer equipment 29 6,173 5,281 2,185
The Foxboro Company 02/28/97 Air conditioner 53 117,890 122,475 27,730
The Foxboro Company 02/28/97 Telephone equipment 30 19,206 19,505 7,802
A-8
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
The Foxboro Company $ 4,166 7.65 28 PA OL
The Foxboro Company 12,721 7.65 28 GA OL
The Foxboro Company 24,305 7.76 29 MA OL
The Foxboro Company 2,888 7.45 26 MA OL
The Foxboro Company 27,590 7.59 50 MA OL
The Foxboro Company 20,688 7.35 27 MA DFL
The Foxboro Company 5,158 7.29 27 MA OL
The Foxboro Company 14,855 7.37 27 MA OL
The Foxboro Company 4,433 7.65 28 IL OL
The Foxboro Company 26,074 7.39 27 MA OL
The Foxboro Company 316,225 7.57 39 MA OL
The Foxboro Company 4,190 7.65 28 CA OL
The Foxboro Company 8,260 7.76 29 MA OL
The Foxboro Company 4,895 7.76 29 MA OL
The Foxboro Company 33,414 7.29 32 MA OL
Dewolfe Company 4,271 8.37 31 MA OL
The Foxboro Company 190,736 7.51 31 MA OL
The Foxboro Company 47,069 7.59 31 CA OL
The Foxboro Company 58,103 7.59 31 CA OL
The Foxboro Company 36,790 7.45 31 OH OL
The Foxboro Company 20,877 7.80 54 MA OL
The Foxboro Company 2,887 7.45 31 MA OL
The Foxboro Company 18,797 7.45 31 NJ OL
The Foxboro Company 10,314 7.45 31 MA OL
The Foxboro Company 17,706 7.72 31 MA OL
The Foxboro Company 48,588 7.80 54 MA OL
The Foxboro Company 145,117 7.75 29 MA OL
The Foxboro Company 1,971 7.58 29 MA OL
The Foxboro Company 38,429 7.83 53 MA OL
The Foxboro Company 7,498 7.65 29 MA OL
The Foxboro Company 154,917 7.58 29 MA OL
The Foxboro Company 44,284 7.58 29 MA OL
The Foxboro Company 199,330 7.62 30 MA OL
The Foxboro Company 5,794 7.58 29 MA OL
The Foxboro Company 107,504 7.78 53 MA OL
The Foxboro Company 17,809 7.68 30 OH DFL
A-8
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Dewolfe Company 02/28/97 Computer equipment 31 $ 2,356 $ 2,366 $ 916
Dewolfe Company 02/28/97 Computer equipment 30 5,322 5,311 2,124
Dewolfe Company 02/28/97 Computer equipment 30 18,089 18,187 7,275
Dewolfe Company 02/28/97 Computer equipment 30 22,417 22,369 8,947
Christy's Market 02/28/97 Food service equip. 54 73,037 77,792 17,287
Christy's Market 02/28/97 Food service equip. 54 13,507 14,386 3,197
Christy's Market 02/28/97 Food service equip. 54 36,895 39,297 8,733
Christy's Market 02/28/97 Food service equip. 54 12,021 12,803 2,845
Christy's Market 02/28/97 Food service equip. 54 10,880 11,588 2,575
Christy's Market 02/28/97 Food service equip. 54 43,367 46,190 10,264
Christy's Market 02/28/97 Food service equip. 54 39,507 42,079 9,351
Christy's Market 02/28/97 Food service equip. 54 3,488 3,715 825
Christy's Market 02/28/97 Food service equip. 54 7,436 7,920 1,760
Dewolfe Company 02/28/97 Computer equipment 30 2,286 2,281 912
Christy's Market 02/28/97 Food service equip. 51 8,810 9,313 2,191
Christy's Market 02/28/97 Food service equip. 57 26,062 27,342 5,756
Christy's Market 02/28/97 Food service equip. 51 26,145 27,637 6,503
Christy's Market 02/28/97 Food service equip. 51 27,294 28,852 6,789
Christy's Market 02/28/97 Furnace 51 8,071 8,532 2,008
Christy's Market 02/28/97 Furnace 51 7,892 8,343 1,963
Christy's Market 02/28/97 Food service equip. 51 23,368 24,702 5,812
Christy's Market 02/28/97 Food service equip. 51 9,659 10,211 2,403
Christy's Market 02/28/97 Food service equip. 51 8,771 9,272 2,182
Christy's Market 02/28/97 Food service equip. 51 10,657 11,265 2,651
Christy's Market 02/28/97 Food service equip. 51 9,318 9,850 2,318
Christy's Market 02/28/97 Heating/air cond. 57 9,591 10,062 2,118
Christy's Market 02/28/97 Heating/air cond. 57 12,360 12,968 2,730
Christy's Market 02/28/97 Food service equip. 57 9,867 10,351 2,179
Christy's Market 02/28/97 Food service equip. 51 5,227 5,525 1,300
Dewolfe Company 02/28/97 Computer equipment 17 968 905 639
Dewolfe Company 02/28/97 Copiers 16 4,451 4,150 3,112
Dewolfe Company 02/28/97 Computer equipment 16 2,614 2,436 1,827
Dewolfe Company 02/28/97 Computer equipment 17 2,796 2,615 1,846
Dewolfe Company 02/28/97 Copiers 17 1,391 1,301 918
Dewolfe Company 02/28/97 Copiers 16 3,486 3,250 2,438
Dewolfe Company 02/28/97 Copiers 17 4,031 3,771 2,662
A-9
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Dewolfe Company $ 2,135 8.37 31 MA OL
Dewolfe Company 4,825 8.11 30 MA OL
Dewolfe Company 16,522 8.11 30 MA DFL
Dewolfe Company 20,321 8.11 30 MA DFL
Christy's Market 65,474 8.79 54 MA OL
Christy's Market 12,109 8.79 54 NH OL
Christy's Market 33,075 8.79 54 CT OL
Christy's Market 10,776 8.79 54 ME OL
Christy's Market 9,753 8.79 54 MA OL
Christy's Market 38,876 8.79 54 MA OL
Christy's Market 35,416 8.79 54 ME OL
Christy's Market 3,126 8.79 54 ME OL
Christy's Market 6,666 8.79 54 MA OL
Dewolfe Company 2,072 8.11 30 MA DFL
Christy's Market 7,949 8.65 51 ME OL
Christy's Market 23,205 7.92 57 MA OL
Christy's Market 23,589 8.65 51 NH DFL
Christy's Market 24,626 8.65 51 ME DFL
Christy's Market 7,282 8.65 51 MA OL
Christy's Market 7,120 8.65 51 CT DFL
Christy's Market 21,084 8.65 51 MA DFL
Christy's Market 8,715 8.65 51 MA OL
Christy's Market 7,913 8.65 51 ME OL
Christy's Market 9,615 8.65 51 ME OL
Christy's Market 8,407 8.65 51 MA OL
Christy's Market 8,540 7.92 57 MA OL
Christy's Market 11,005 7.92 57 MA OL
Christy's Market 8,785 7.92 57 MA OL
Christy's Market 4,716 8.65 51 ME DFL
Dewolfe Company 858 8.08 17 MA OL
Dewolfe Company 3,949 8.07 16 CT OL
Dewolfe Company 2,318 8.07 16 MA OL
Dewolfe Company 2,479 8.08 17 MA OL
Dewolfe Company 1,233 8.08 17 NH OL
Dewolfe Company 3,092 8.07 16 CT OL
Dewolfe Company 3,576 8.08 17 MA OL
A-9
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Dewolfe Company 02/28/97 Computer equipment 17 $ 1,351 $ 1,261 $ 890
Dewolfe Company 02/28/97 Computer equipment 17 911 851 600
Dewolfe Company 02/28/97 Copiers 16 3,486 3,250 2,438
Dewolfe Company 02/28/97 Computer equipment 16 1,362 1,270 952
Christy's Market 02/28/97 Food service equip. 57 5,788 6,072 1,278
Christy's Market 02/28/97 Computer equipment 57 6,713 7,042 1,483
Christy's Market 02/28/97 Heating/air cond. 57 11,805 12,384 2,607
Christy's Market 02/28/97 Food service equip. 57 7,903 8,291 1,746
Christy's Market 02/28/97 Food service equip. 57 9,471 9,936 2,092
Dewolfe Company 02/28/97 Computer equipment 16 6,686 6,233 4,675
Dewolfe Company 02/28/97 Computer equipment 16 1,362 1,270 952
Dewolfe Company 02/28/97 Computer equipment 16 1,362 1,270 952
Dewolfe Company 02/28/97 Computer equipment 16 1,362 1,270 952
Dewolfe Company 02/28/97 Computer equipment 16 1,362 1,270 952
Christy's Market 02/28/97 Food service equip. 51 24,121 25,498 6,000
Christy's Market 02/28/97 Food service equip. 51 5,558 5,876 1,383
Dewolfe Company 02/28/97 Copiers 18 1,469 1,380 920
Arqule, Inc. 02/28/97 R & D 31 49,346 49,748 19,257
Arqule, Inc. 02/28/97 R & D 29 5,638 5,620 2,325
Arqule, Inc. 02/28/97 R & D 30 8,327 8,365 3,346
Arqule, Inc. 02/28/97 Office furniture 30 2,641 2,665 1,066
Arqule, Inc. 02/28/97 R & D 32 266,415 270,160 101,310
Arqule, Inc. 02/28/97 Lab equipment 27 65,745 64,897 28,843
Arqule, Inc. 02/28/97 Office furniture 32 47,981 48,888 18,333
Arqule, Inc. 02/28/97 Lab equipment 33 144,342 147,166 53,515
Arqule, Inc. 02/28/97 HVAC 32 21,284 21,785 8,169
Arqule, Inc. 02/28/97 Lab equipment 28 82,604 82,200 35,229
Arqule, Inc. 02/28/97 Computer equipment 26 2,859 2,818 1,301
Arqule, Inc. 02/28/97 Furniture 34 38,741 40,012 14,122
Arqule, Inc. 02/28/97 R & D 19 24,483 23,314 14,724
Arqule, Inc. 02/28/97 R & D 14 142,567 133,155 114,133
Arqule, Inc. 02/28/97 R & D 15 24,112 22,666 18,133
Arqule, Inc. 02/28/97 R & D 16 62,943 59,451 44,588
Arqule, Inc. 02/28/97 Lab equipment 23 66,740 64,040 33,412
Arqule, Inc. 02/28/97 R & D 26 58,940 58,096 26,814
Arqule, Inc. 02/28/97 Lab equip. (R & D) 24 66,266 65,303 32,651
A-10
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Dewolfe Company $ 1,198 7.84 17 CT OL
Dewolfe Company 807 7.84 17 NH OL
Dewolfe Company 3,092 8.07 16 CT OL
Dewolfe Company 1,208 8.10 16 NH OL
Christy's Market 5,154 7.92 57 MA OL
Christy's Market 5,977 7.92 57 MA OL
Christy's Market 10,511 7.92 57 ME OL
Christy's Market 7,037 7.92 57 ME OL
Christy's Market 8,432 7.92 57 ME OL
Dewolfe Company 5,929 8.10 16 NH OL
Dewolfe Company 1,208 8.10 16 NH OL
Dewolfe Company 1,208 8.10 16 MA OL
Dewolfe Company 1,208 8.10 16 NH OL
Dewolfe Company 1,208 8.10 16 NH OL
Christy's Market 21,764 8.65 51 ME DFL
Christy's Market 5,015 8.65 51 MA DFL
Dewolfe Company 1,303 8.17 18 NH OL
Arqule, Inc. 44,946 8.30 31 MA DFL
Arqule, Inc. 5,148 7.65 29 MA DFL
Arqule, Inc. 7,605 8.05 30 MA DFL
Arqule, Inc. 2,423 8.05 30 MA DFL
Arqule, Inc. 241,692 8.83 32 MA DFL
Arqule, Inc. 59,644 7.94 27 MA DFL
Arqule, Inc. 43,737 8.83 32 MA OL
Arqule, Inc. 130,699 9.13 33 MA DFL
Arqule, Inc. 19,417 9.13 32 MA OL
Arqule, Inc. 75,428 7.79 28 MA DFL
Arqule, Inc. 2,593 8.15 26 MA DFL
Arqule, Inc. 35,517 8.89 34 MA DFL
Arqule, Inc. 21,732 9.53 19 MA OL
Arqule, Inc. 126,546 9.53 14 MA OL
Arqule, Inc. 21,403 9.98 15 MA OL
Arqule, Inc. 55,867 10.11 16 MA OL
Arqule, Inc. 59,269 8.60 23 MA OL
Arqule, Inc. 53,452 8.15 26` MA DFL
Arqule, Inc. 60,278 8.51 24 MA DFL
A-10
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Arqule, Inc. 02/28/97 Lab equipment 25 $ 57,385 $ 56,590 $ 27,163
Arqule, Inc. 02/28/97 Computer equipment 25 1,408 1,389 667
Arqule, Inc. 02/28/97 Lab equipment 33 10,236 10,436 3,795
Arqule, Inc. 02/28/97 Furniture 32 75,487 75,936 28,476
Arqule, Inc. 02/28/97 R & D 34 26,046 26,663 9,411
Christy's Market 02/28/97 Computer equipment 51 45,462 48,058 11,308
Christy's Market 02/28/97 Food service equip. 48 4,966 5,127 1,282
Christy's Market 02/28/97 Food service equip. 48 18,491 19,092 4,773
Christy's Market 02/28/97 Food service equip. 48 24,630 25,430 6,357
Christy's Market 02/28/97 Food service equip. 48 5,367 5,542 1,385
Christy's Market 02/28/97 Food service equip. 48 4,944 5,105 1,276
Christy's Market 02/28/97 Food service equip. 48 5,805 5,994 1,498
Christy's Market 02/28/97 Food service equip. 48 19,481 20,113 5,028
Christy's Market 02/28/97 Food service equip. 48 673 695 174
Christy's Market 02/28/97 Food service equip. 51 14,189 14,999 3,529
Christy's Market 02/28/97 Food service equip. 48 16,595 17,134 4,283
Christy's Market 02/28/97 Food service equip. 48 29,572 30,532 7,633
Arqule, Inc. 02/28/97 R & D 35 266,796 274,148 93,994
Arqule, Inc. 02/28/97 R & D 37 46,252 47,688 15,466
Arqule, Inc. 02/28/97 Furniture 35 17,464 18,104 6,207
Arqule, Inc. 02/28/97 Furniture 36 5,029 5,236 1,745
Arqule, Inc. 02/28/97 R & D 36 165,163 170,409 56,803
Arqule, Inc. 02/28/97 Lab equipment 38 37,033 37,994 11,998
Christy's Market 02/28/97 Computer equipment 48 46,008 47,501 11,875
Arqule, Inc. 02/28/97 R & D 39 142,701 145,802 44,862
Arqule, Inc. 02/28/97 Lab equipment 39 87,210 89,104 27,417
Arqule, Inc. 02/28/97 R & D 40 293,467 306,450 91,935
Dewolfe Company 02/28/97 Copiers 18 4,980 4,677 3,118
Christy's Market 02/28/97 Computer equipment 54 37,474 39,914 8,870
Dewolfe Company 02/28/97 Fax machine 18 815 766 510
Dewolfe Company 02/28/97 Computer equipment 27 1,381 1,367 608
Dewolfe Company 02/28/97 Computer equipment 26 797 767 354
Dewolfe Company 02/28/97 Computer equipment 27 4,428 4,383 1,948
Dewolfe Company 02/28/97 Computer equipment 27 1,394 1,380 613
Dewolfe Company 02/28/97 Computer equipment 27 1,424 1,410 627
Dewolfe Company 02/28/97 Computer equipment 26 1,906 1,834 847
A-11
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Arqule, Inc. $ 52,031 8.56 25 MA DFL
Arqule, Inc. 1,277 8.56 25 MA DFL
Arqule, Inc. 9,284 9.00 33 MA DFL
Arqule, Inc. 68,001 8.75 32 MA OL
Arqule, Inc. 23,668 8.89 34 MA DFL
Christy's Market 41,020 8.65 51 MA DFL
Christy's Market 4,506 7.71 48 VT OL
Christy's Market 16,778 7.71 48 MA OL
Christy's Market 22,348 7.71 48 MA OL
Christy's Market 4,870 7.71 48 MA OL
Christy's Market 4,486 7.71 48 MA OL
Christy's Market 5,267 7.71 48 MA OL
Christy's Market 17,676 7.71 48 MA OL
Christy's Market 610 7.71 48 ME OL
Christy's Market 12,803 8.65 51 MA DFL
Christy's Market 15,057 7.71 48 ME OL
Christy's Market 26,832 7.71 48 MA OL
Arqule, Inc. 242,459 8.90 35 MA DFL
Arqule, Inc. 42,040 8.63 37 MA DFL
Arqule, Inc. 16,012 8.90 35 MA OL
Arqule, Inc. 4,611 8.96 36 MA OL
Arqule, Inc. 150,056 8.96 36 MA DFL
Arqule, Inc. 33,404 8.58 38 MA DFL
Christy's Market 41,745 7.71 48 MA DFL
Arqule, Inc. 132,969 8.44 39 MA DFL
Arqule, Inc. 81,263 8.44 39 MA DFL
Arqule, Inc. 276,923 8.70 40 MA DFL
Dewolfe Company 4,417 8.20 18 MA OL
Christy's Market 33,593 8.79 54 MA DFL
Dewolfe Company 723 8.17 18 MA OL
Dewolfe Company 1,253 8.23 27 MA OL
Dewolfe Company 706 8.13 26 CT OL
Dewolfe Company 4,016 8.24 27 MA OL
Dewolfe Company 1,264 8.24 27 MA OL
Dewolfe Company 1,292 8.23 27 MA OL
Dewolfe Company 1,688 8.13 26 MA OL
A-11
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Dewolfe Company 02/28/97 Computer equipment 27 $ 1,398 $ 1,384 $ 615
Dewolfe Company 02/28/97 Computer equipment 27 2,152 2,131 947
Dewolfe Company 02/28/97 Computer equipment 27 1,222 1,222 543
Dewolfe Company 02/28/97 Computer equipment 26 797 767 354
Dewolfe Company 02/28/97 Computer equipment 26 776 746 344
Dewolfe Company 02/28/97 Copiers 28 6,619 6,590 2,824
Dewolfe Company 02/28/97 Copiers 25 1,668 1,597 767
Dewolfe Company 02/28/97 Computer equipment 25 4,724 4,521 2,170
Dewolfe Company 02/28/97 Computer equipment 25 2,908 2,820 1,354
Dewolfe Company 02/28/97 Copiers 25 1,668 1,597 767
Dewolfe Company 02/28/97 Copiers 25 1,668 1,597 767
Dewolfe Company 02/28/97 Computer equipment 26 1,569 1,510 697
Dewolfe Company 02/28/97 Copiers 25 1,668 1,597 767
Dewolfe Company 02/28/97 Computer equipment 26 12,512 12,079 5,575
Dewolfe Company 02/28/97 Computer equipment 26 5,615 5,403 2,494
Dewolfe Company 02/28/97 Copiers 27 6,399 6,338 2,817
Dewolfe Company 02/28/97 Copiers 29 6,835 6,836 2,829
Dewolfe Company 02/28/97 Computer equipment 29 3,466 3,465 1,434
Dewolfe Company 02/28/97 Computer equipment 25 1,353 1,295 622
Dewolfe Company 02/28/97 Computer equipment 30 2,286 2,281 912
Dewolfe Company 02/28/97 Computer equipment 30 1,371 1,368 547
Dewolfe Company 02/28/97 Copiers 30 1,924 1,922 769
Dewolfe Company 02/28/97 Computer equipment 30 4,571 4,561 1,824
Dewolfe Company 02/28/97 Computer equipment 30 7,477 7,461 2,984
Dewolfe Company 02/28/97 Computer equipment 28 1,544 1,538 659
Dewolfe Company 02/28/97 Computer equipment 30 2,155 2,150 860
Dewolfe Company 02/28/97 Computer equipment 30 3,037 3,030 1,212
Dewolfe Company 02/28/97 Computer equipment 30 5,322 5,311 2,124
Dewolfe Company 02/28/97 Computer equipment 30 6,707 6,692 2,677
Dewolfe Company 02/28/97 Computer equipment 28 1,693 1,687 723
Dewolfe Company 02/28/97 Computer equipment 28 1,513 1,512 648
Dewolfe Company 02/28/97 Copiers 28 1,810 1,803 773
Dewolfe Company 02/28/97 Copiers 28 1,811 1,811 776
Dewolfe Company 02/28/97 Computer equipment 28 9,762 9,722 4,167
Dewolfe Company 02/28/97 Computer equipment 28 1,260 1,254 538
A-12
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Dewolfe Company $ 1,269 8.23 27 MA OL
Dewolfe Company 1,953 8.23 27 MA OL
Dewolfe Company 1,120 8.23 27 MA DFL
Dewolfe Company 706 8.13 26 NH OL
Dewolfe Company 687 8.13 26 CT OL
Dewolfe Company 6,007 8.40 28 NH DFL
Dewolfe Company 1,477 7.90 25 MA OL
Dewolfe Company 4,183 7.90 25 NH DFL
Dewolfe Company 2,609 7.90 25 MA OL
Dewolfe Company 1,477 7.90 25 MA OL
Dewolfe Company 1,477 7.90 25 MA OL
Dewolfe Company 1,390 8.13 26 MA OL
Dewolfe Company 1,477 7.90 25 MA OL
Dewolfe Company 11,116 8.13 26 MA OL
Dewolfe Company 4,972 8.13 26 MA OL
Dewolfe Company 5,807 8.23 27 MA DFL
Dewolfe Company 6,208 8.44 29 MA DFL
Dewolfe Company 3,147 8.44 29 MA OL
Dewolfe Company 1,198 7.90 25 MA OL
Dewolfe Company 2,072 8.11 30 NH OL
Dewolfe Company 1,243 8.11 30 MA DFL
Dewolfe Company 1,746 8.11 30 MA DFL
Dewolfe Company 4,144 8.11 30 MA OL
Dewolfe Company 6,778 8.11 30 MA DFL
Dewolfe Company 1,400 8.53 28 NH OL
Dewolfe Company 1,954 8.11 30 MA OL
Dewolfe Company 2,753 8.11 30 NH DFL
Dewolfe Company 4,825 8.11 30 MA DFL
Dewolfe Company 6,080 8.11 30 MA OL
Dewolfe Company 1,535 8.53 28 MA OL
Dewolfe Company 1,372 8.80 28 MA OL
Dewolfe Company 1,642 8.49 28 NH DFL
Dewolfe Company 1,643 8.80 28 MA DFL
Dewolfe Company 8,854 8.49 28 MA DFL
Dewolfe Company 1,143 8.49 28 MA OL
A-12
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Dewolfe Company 02/28/97 Copiers 28 $ 1,810 $ 1,803 $ 773
Dewolfe Company 02/28/97 Copiers 18 3,903 3,667 2,445
Dewolfe Company 02/28/97 Computer equipment 28 1,765 1,759 754
Dewolfe Company 02/28/97 Computer equipment 28 1,473 1,468 629
Dewolfe Company 02/28/97 Computer equipment 28 1,473 1,468 629
Dewolfe Company 02/28/97 Computer equipment 25 2,148 2,055 987
Dewolfe Company 02/28/97 Computer equipment 28 1,473 1,468 629
Dewolfe Company 02/28/97 Computer equipment 25 1,353 1,295 622
Dewolfe Company 02/28/97 Computer equipment 21 21,962 20,746 11,855
Dewolfe Company 02/28/97 Computer equipment 21 1,483 1,402 801
Dewolfe Company 02/28/97 Computer equipment 21 4,505 4,258 2,433
Dewolfe Company 02/28/97 Computer equipment 21 1,346 1,273 727
Dewolfe Company 02/28/97 Computer equipment 21 938 886 506
Dewolfe Company 02/28/97 Copier equipment 21 4,500 4,257 2,432
Dewolfe Company 02/28/97 Copiers 22 3,426 3,243 1,769
Dewolfe Company 02/28/97 Copiers 22 1,767 1,672 912
Dewolfe Company 02/28/97 Copiers 22 1,767 1,671 911
Dewolfe Company 02/28/97 Copier equipment 21 5,745 5,434 3,105
Dewolfe Company 02/28/97 Copier equipment 21 1,695 1,603 916
Dewolfe Company 02/28/97 Computer equipment 23 7,554 7,234 3,774
Dewolfe Company 02/28/97 Computer equipment 19 2,062 1,938 1,224
Dewolfe Company 02/28/97 Copiers 18 4,983 4,682 3,121
Dewolfe Company 02/28/97 Copiers 18 4,983 4,682 3,121
Dewolfe Company 02/28/97 Computer equipment 19 1,867 1,755 1,109
Dewolfe Company 02/28/97 Computer equipment 19 1,800 1,693 1,069
Dewolfe Company 02/28/97 Copier equipment 21 4,500 4,257 2,432
Dewolfe Company 02/28/97 Software 20 13,253 12,544 7,526
Dewolfe Company 02/28/97 Copiers 20 5,624 5,307 3,184
Dewolfe Company 02/28/97 Copier equipment 21 5,884 5,565 3,180
Dewolfe Company 02/28/97 Fax machine 22 1,377 1,303 711
Dewolfe Company 02/28/97 Computer equipment 21 1,890 1,785 1,020
Dewolfe Company 02/28/97 Computer equipment 23 2,625 2,514 1,311
Dewolfe Company 02/28/97 Computer equipment 25 8,160 7,843 3,765
Dewolfe Company 02/28/97 Computer equipment 24 2,516 2,418 1,209
Dewolfe Company 02/28/97 Computer equipment 24 2,772 2,665 1,332
A-13
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Dewolfe Company $ 1,642 8.49 28 CT DFL
Dewolfe Company 3,462 8.27 18 CT OL
Dewolfe Company 1,601 8.53 28 MA OL
Dewolfe Company 1,337 8.53 28 NH OL
Dewolfe Company 1,337 8.53 28 MA OL
Dewolfe Company 1,902 7.90 25 MA OL
Dewolfe Company 1,337 8.53 28 MA OL
Dewolfe Company 1,198 7.90 25 MA OL
Dewolfe Company 19,460 7.80 21 MA OL
Dewolfe Company 1,314 7.90 21 MA OL
Dewolfe Company 3,991 7.90 21 MA OL
Dewolfe Company 1,193 7.90 21 MA OL
Dewolfe Company 831 7.74 21 NH OL
Dewolfe Company 3,990 7.90 21 CT OL
Dewolfe Company 3,038 7.59 22 MA OL
Dewolfe Company 1,566 7.59 22 MA OL
Dewolfe Company 1,566 7.53 22 MA OL
Dewolfe Company 5,093 7.90 21 CT OL
Dewolfe Company 1,502 7.90 21 MA OL
Dewolfe Company 6,773 7.29 23 MA OL
Dewolfe Company 1,827 7.99 19 MA OL
Dewolfe Company 4,419 8.27 18 CT OL
Dewolfe Company 4,419 8.27 18 CT OL
Dewolfe Company 1,654 7.99 19 MA OL
Dewolfe Company 1,596 7.99 19 MA OL
Dewolfe Company 3,990 7.90 21 MA OL
Dewolfe Company 11,787 7.99 20 MA OL
Dewolfe Company 4,986 7.99 20 MA OL
Dewolfe Company 5,217 7.90 21 MA OL
Dewolfe Company 1,221 7.53 22 MA OL
Dewolfe Company 1,674 7.74 21 NH OL
Dewolfe Company 2,353 7.29 23 MA OL
Dewolfe Company 7,257 7.91 25 MA DFL
Dewolfe Company 2,256 7.34 24 NH OL
Dewolfe Company 2,486 7.34 24 MA DFL
A-13
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Dewolfe Company 02/28/97 Computer equipment 24 $ 2,153 $ 2,040 $ 1,020
Dewolfe Company 02/28/97 Computer equipment 25 9,396 9,031 4,335
Dewolfe Company 02/28/97 Computer equipment 24 8,969 8,621 4,310
Dewolfe Company 02/28/97 Computer equipment 25 3,252 3,112 1,494
Dewolfe Company 02/28/97 Computer equipment 25 1,805 1,727 829
Dewolfe Company 02/28/97 Computer equipment 25 1,353 1,295 622
Dewolfe Company 02/28/97 Computer equipment 24 2,835 2,725 1,362
Dewolfe Company 02/28/97 Computer equipment 24 1,493 1,435 717
Dewolfe Company 02/28/97 Computer equipment 24 1,089 1,047 523
Dewolfe Company 02/28/97 Computer equipment 24 2,484 2,388 1,194
Dewolfe Company 02/28/97 Computer equipment 24 1,295 1,227 613
Dewolfe Company 02/28/97 Computer equipment 24 797 766 383
Dewolfe Company 02/28/97 Computer equipment 24 1,295 1,227 613
Dewolfe Company 02/28/97 Computer equipment 24 1,236 1,171 586
Dewolfe Company 02/28/97 Computer equipment 25 2,093 2,003 962
Dewolfe Company 02/28/97 Copiers 24 8,705 8,267 4,133
Dewolfe Company 02/28/97 Copiers 24 3,899 3,703 1,851
Dewolfe Company 02/28/97 Copiers 24 4,712 4,475 2,238
Dewolfe Company 02/28/97 Computer equipment 24 867 822 411
International Paper 03/01/97 Utility carts 36 68,025 63,964 21,321
Northwestern University 03/04/97 Test equipment 60 142,102 119,998 24,000
Alcoa Fujikura 03/05/97 Forklifts 41 766,260 681,454 199,450
Total System Services 03/07/97 Mail Sorter 47 1,078,718 1,036,076 264,530
Precision Cast Parts 03/07/97 Forklifts 60 135,610 142,340 28,468
National Broadcasting Co. 03/11/97 Broadcast video
equipment 24 329,665 277,332 138,666
International Paper 03/12/97 Club car 36 12,271 11,611 3,870
Alcoa Fujikura 03/12/97 Lift trucks 43 590,393 530,583 148,070
Thomson Industries 03/19/97 Torque tester 60 175,188 171,640 34,328
Heluva Good Cheese 03/19/97 Material handling 52 48,665 47,209 10,894
USS/Kobe Steel 03/24/97 Lift trucks 60 206,878 186,293 37,259
Thomson Industries 03/25/97 Stretch machine 60 251,657 237,002 47,400
Applied Magnetics 03/27/97 Teching system 60 1,223,910 1,315,953 263,191
Universal Forest 03/28/97 Forklifts 36 46,552 38,232 12,744
Chrysler Corp. 03/31/97 Forklifts 58 295,486 267,805 55,408
Chrysler Corp. 03/31/97 Forklifts 58 760,477 689,235 142,600
A-14
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Dewolfe Company $ 1,907 7.16 24 MA DFL
Dewolfe Company 8,356 7.91 25 MA DFL
Dewolfe Company 8,044 7.34 24 MA OL
Dewolfe Company 2,880 7.90 25 MA OL
Dewolfe Company 1,598 7.90 25 MA OL
Dewolfe Company 1,198 7.90 25 MA OL
Dewolfe Company 2,542 7.34 24 NH DFL
Dewolfe Company 1,339 7.34 24 MA OL
Dewolfe Company 977 7.34 24 MA OL
Dewolfe Company 2,228 7.34 24 MA DFL
Dewolfe Company 1,147 7.16 24 MA OL
Dewolfe Company 714 7.34 24 MA OL
Dewolfe Company 1,147 7.16 24 NH OL
Dewolfe Company 1,094 7.16 24 CT OL
Dewolfe Company 1,854 7.90 25 MA OL
Dewolfe Company 7,714 7.34 24 MA OL
Dewolfe Company 3,456 7.34 24 NH OL
Dewolfe Company 4,176 7.34 24 MA OL
Dewolfe Company 768 7.16 24 MA OL
International Paper 0 N/A N/A NC OL
Northwestern University 133,901 7.40 60 IL DFL
Alcoa Fujikura 0 N/A N/A TX OL
Total System Services 0 N/A N/A GA OL
Precision Cast Parts 22,260 7.92 60 OR OL
National Broadcasting Co. 0 N/A N/A CA OL
International Paper 0 N/A N/A GA OL
Alcoa Fujikura 0 N/A N/A TX OL
Thomson Industries 134,649 8.21 60 MI OL
Heluva Good Cheese 0 N/A N/A NY OL
USS/Kobe Steel 147,890 7.41 60 OH OL
Thomson Industries 191,178 8.22 60 MI OL
Applied Magnetics 1,032,340 8.21 60 CA OL
Universal Forest 31,387 7.95 36 CO OL
Chrysler Corp. 0 N/A N/A MI OL
Chrysler Corp. 0 N/A N/A MO OL
A-14
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
US Sugar 04/03/97 Excavator 36 $ 338,877 $ 271,170 $ 90,390
New York Hospital 04/08/97 Imaging system 54 236,724 253,487 56,330
International Paper 04/09/97 Bobcat loaders 36 19,090 14,893 4,964
International Paper 04/09/97 Bobcat loaders 60 19,686 18,767 3,753
Louisiana Workers Comp. 04/11/97 Computer equipment 36 19,843 20,667 6,889
GS Technologies 04/17/97 Truck scale 60 59,825 63,671 12,734
Precision Castparts 04/18/97 Forklifts 60 26,868 28,439 5,688
Unicco Service Co. 04/25/97 Sweeper/scrubber 36 31,710 29,415 9,805
International Paper 04/25/97 Forklifts 60 71,576 79,127 15,825
Darigold, Inc. 04/25/97 Forklifts 60 84,044 93,557 18,711
Hughes Space 04/25/97 Lift trucks 36 123,891 98,347 32,782
General Motors Corp. 04/25/97 Forklifts 60 40,160 38,098 7,620
Universal Forest 04/28/97 Forklifts 36 71,025 57,506 19,169
General Motors Corp. 05/09/97 Material handling 36 130,390 119,347 39,782
Consolidated Diesel 05/13/97 Burden carriers 36 7,522 7,125 2,375
Consolidated Diesel 05/13/97 Burden carriers 36 4,926 6,025 2,008
International Paper 05/15/97 Tire loader 36 185,185 135,191 45,064
Thomson Industries 05/15/97 Stretch machine 60 21,246 20,008 4,002
General Motors Corp. 05/16/97 Forklifts 60 117,780 110,030 22,006
Texas Instruments 05/22/97 Placement machine 36 511,543 357,738 119,246
USS/Kobe Steel 05/23/97 Lift trucks 84 78,848 262,899 37,557
Texas Instruments 05/23/97 Soldering system 36 130,290 103,752 34,584
General Motors Corp. 05/23/97 Forklifts 60 39,547 36,945 7,389
Burlingame Industries 05/23/97 Forklifts 36 32,594 26,460 8,820
Lexmark 05/23/97 Stencil printer 24 212,931 137,320 68,660
Lexmark 05/23/97 Stencil printer 24 212,931 137,320 68,660
Xerox 05/28/97 Nohau emulator 24 5,168 8,448 4,224
Brown Strauss 05/30/97 Forklifts 36 281,345 213,620 71,207
Thomson Industries, Inc. 05/30/97 Thread grinder 60 62,415 58,777 11,755
Georgetown Steel 05/30/97 Lift trucks 60 94,730 90,681 18,136
General Motors Corp. 05/30/97 Lift trucks 60 308,143 290,102 58,020
Consolidated Diesel 06/04/97 Burden carrier 36 6,565 6,219 2,073
Owens Corning 06/09/97 Computer equipment 30 970,664 872,810 349,124
Hughes Aircraft 06/11/97 Device test system 48 226,296 224,873 56,218
General Motors Corp. 06/13/97 Forklifts 60 34,640 32,361 6,472
A-15
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
US Sugar $ 0 N/A N/A FL OL
New York Hospital 201,659 8.18 54 NY OL
International Paper 0 N/A N/A PA OL
International Paper 0 N/A N/A PA OL
Louisiana Workers Comp. 0 N/A N/A LA OL
GS Technologies 0 N/A N/A MO OL
Precision Castparts 22,310 8.21 60 OR OL
Unicco Service Co. 24,795 7.96 36 MI OL
International Paper 0 N/A N/A MS DFL
Darigold, Inc. 74,434 8.22 60 OR OL
Hughes Space 0 N/A N/A CA OL
General Motors Corp. 0 N/A N/A MI OL
Universal Forest 48,475 7.96 36 CO OL
General Motors Corp. 0 N/A N/A MI OL
Consolidated Diesel 0 N/A N/A NC OL
Consolidated Diesel 0 N/A N/A NC OL
International Paper 0 N/A N/A MS OL
Thomson Industries 16,140 8.22 60 MI OL
General Motors Corp. 0 N/A N/A AL OL
Texas Instruments 0 N/A N/A TX OL
USS/Kobe Steel 0 N/A N/A OH OL
Texas Instruments 0 N/A N/A TX OL
General Motors Corp. 0 N/A N/A MI OL
Burlingame Industries 0 N/A N/A CA OL
Lexmark 0 N/A N/A KY OL
Lexmark 0 N/A N/A KY OL
Xerox 0 N/A N/A NY OL
Brown Strauss 184,742 7.90 36 CA OL
Thomson Industries, Inc. 0 N/A N/A MI OL
Georgetown Steel 0 N/A N/A SC OL
General Motors Corp. 0 N/A N/A MI OL
Consolidated Diesel 0 N/A N/A NC OL
Owens Corning 0 N/A N/A PA OL
Hughes Aircraft 0 N/A N/A CA OL
General Motors Corp. 0 N/A N/A MI OL
A-15
<PAGE>
Remaining Equipment Remaining
Lease Cost Rents Due
Purchase Term to the to the Part- Annual
Lessee Date Equipment (Months) Partnership nership (1)<F1> Rents
- ---------------------------- -------- --------------------- ---------- ----------- ------------ ---------
Lear Corp. 06/17/97 NEC computers 24 $ 5,778 $ 5,262 $ 2,631
Lear Corp. 06/17/97 NEC computers 24 9,116 8,302 4,151
Lear Corp. 06/17/97 NEC computers 24 8,978 8,229 4,114
Lear Corp. 06/17/97 NEC computers 24 49,206 45,097 22,548
Burlingame Industries 06/18/97 Lift trucks 36 33,037 26,820 8,940
Lexmark 06/20/97 Stencil printers 24 136,529 88,897 44,448
Lexmark 06/20/97 Stencil printers 24 136,529 88,897 44,448
Home Depot 06/25/97 Sweeper/scrubbers 34 66,133 58,073 20,496
International Paper 06/30/97 Yale lift trucks 60 87,212 87,016 17,403
Consolidated Diesel 07/03/97 Yale lift trucks 60 25,618 26,083 5,217
ITT Automotive 07/11/97 Mailing machine 36 12,841 14,163 4,721
Lucent Technology 07/14/97 Wafer fabrication 36 47,883 40,753 13,584
International Paper 07/17/97 Boom lift 60 44,483 42,692 8,538
Hughes Network 07/22/97 Image printer 36 43,257 38,986 12,995
Analysis & Technology 07/23/97 PC's 36 165,685 158,929 52,976
Louisiana Workers Comp. 07/24/97 Servers/hard drives 36 27,312 28,382 9,461
Lucent Technology 07/24/97 Fuji placement 36 510,988 373,820 124,607
Lexmark 07/25/97 Stencil printers 24 136,529 88,897 44,448
Lexmark 07/25/97 Stencil printers 24 136,529 88,897 44,448
Brown Strauss 07/30/97 Forklifts 36 95,577 72,570 24,190
Brown Strauss 07/30/97 Forklifts 48 91,138 76,233 19,058
Consolidated Diesel 07/31/97 Copiers 36 9,207 9,595 3,198
<FN>
<F1>
(1) The weighted average term (weighted by purchase price) for the above
leases is 43 months. The total rental income to the Partnership pursuant
to these leases over the initial, non-cancelable lease term equals 90% of
the purchase price of the Equipment paid by the Partnership. Such
percentage does not include any residual value of the Equipment upon the
expiration of the lease.
<F2>
(2) "DFL" indicates that the lease is a direct financing lease and "OL"
indicates that the lease is an operating lease for accounting purposes. A
DFL provides for non-cancelable rentals in an amount sufficient to return
to the Partnership all of its acquisition costs (including Acquisition
Fees). An OL does not by its terms return all acquisition costs to the
Partnership.
</FN>
A-16
<PAGE>
Non- Financing Financing Equip- Type
recourse Interest Term ment of Lease
Lessee Debt Rate (Months) Location (2) <F2>
- ---------------------------- ---------- --------- --------- --------- --------
Lear Corp. $ 0 N/A N/A MI OL
Lear Corp. 0 N/A N/A MI OL
Lear Corp. 0 N/A N/A MI OL
Lear Corp. 0 N/A N/A MI OL
Burlingame Industries 0 N/A N/A CA OL
Lexmark 0 N/A N/A KY OL
Lexmark 0 N/A N/A KY OL
Home Depot 0 N/A N/A CA OL
International Paper 0 N/A N/A NC OL
Consolidated Diesel 0 N/A N/A NC OL
ITT Automotive 0 N/A N/A NY DFL
Lucent Technology 0 N/A N/A FL OL
International Paper 0 N/A N/A TX OL
Hughes Network 0 N/A N/A CA OL
Analysis & Technology 0 N/A N/A CT OL
Louisiana Workers Comp. 0 N/A N/A LA DFL
Lucent Technology 0 N/A N/A CO OL
Lexmark 0 N/A N/A KY OL
Lexmark 0 N/A N/A KY OL
Brown Strauss 0 N/A N/A CO OL
Brown Strauss 0 N/A N/A CO OL
Consolidated Diesel 0 N/A N/A NC OL
<FN>
<F1>
(1) The weighted average term (weighted by purchase price) for the above
leases is 43 months. The total rental income to the Partnership pursuant
to these leases over the initial, non-cancelable lease term equals 90% of
the purchase price of the Equipment paid by the Partnership. Such
percentage does not include any residual value of the Equipment upon the
expiration of the lease.
<F2>
(2) "DFL" indicates that the lease is a direct financing lease and "OL"
indicates that the lease is an operating lease for accounting purposes. A
DFL provides for non-cancelable rentals in an amount sufficient to return
to the Partnership all of its acquisition costs (including Acquisition
Fees). An OL does not by its terms return all acquisition costs to the
Partnership.
</FN>
A-16
</TABLE>
<PAGE>
EXHIBIT B
ANTICIPATED EQUIPMENT PURCHASES
The equipment listed below, as of July 31, 1997, has been identified by
the General Partner for possible purchase by the Partnership. Affiliates of the
General Partner are negotiating the terms of the leases and the terms of the
related financings, if any, but no agreement has yet been reached on any such
matters. It is possible that the current negotiations will not be successful and
that the Partnership will not purchase any of this equipment. Except for such
equipment, the Equipment to be purchased by the Partnership and the Lessees to
which such Equipment will be leased have not been identified as of the date of
this Supplement. Furthermore, the Partnership does not intend to supplement the
Prospectus or this Supplement with descriptions of Equipment or Lessees prior
to, or at the time of, the purchase of any Equipment. The Partnership is an
unspecified equipment leasing partnership and purchasers of Units must rely
solely on the judgment and ability of the executive officers of the General
Partner with respect to the selection of Lessees, the purchase of Equipment, the
financing, if any, of Equipment, the negotiations of the terms of the purchase
of its Equipment and Leases and other aspects of the Partnership's business and
affairs. See "INVESTMENT OBJECTIVES AND POLICIES - The Equipment."
<TABLE>
<CAPTION>
Anticipated Anticipated Equipment
First Basic Anticipated Lease Term Purchase
Anticipated Lessee (1)<F1> Rent Date Equipment (Months) (1)<F1> Price
- ---------------------- ----------- ------------------ ------------ -----------
<S> <C> <C> <C> <C>
Analysis & Technology 07/01/97 PC's 36 $ 77,340
Apple Computer Equipment 09/01/97 Phone system 24 572,672
Apple Computer Equipment 09/01/97 Phone system 25 178,989
Apple Computer Equipment 09/01/97 Phone system 25 441,861
Brown Strauss 10/01/97 Forklifts 36 632,752
Consolidated Diesel 07/01/97 Stock chaser 24 4,366
Consolidated Diesel 08/01/97 Copiers 36 8,899
Consolidated Diesel 09/01/97 Floor scrubbers 36 30,000
Diamond Shamrock 09/01/97 Point-of-sale 31 1,748,105
Diamond Shamrock 09/01/97 Point-of-sale 31 234,676
GE 09/01/97 Phone system 28 311,897
Hughes Aircraft 08/01/97 Linear service 48 16,500
ICI American Holdings 08/01/97 PC's & laptops 24 169,179
In Home Health 08/01/97 Furniture 60 139,539
International Paper 07/01/97 Scrubber 60 15,624
International Paper 08/01/97 Sweeper 60 16,959
International Paper 08/01/97 Lift trucks 60 17,025
International Paper 09/01/97 Sweeper 36 22,178
Lexmark 08/01/97 Soldering system 24 145,860
Lexmark 10/01/97 Dispenser 24 45,845
New York Hospital 09/01/97 Imaging system 54 164,225
B-1
</TABLE>
<PAGE>
Anticipated Anticipated
Gross Rents Monthly Anticipated
Anticipated Lessee (1) (1) (2) Rent Financing
- ---------------------- ------------- ----------- -----------
Analysis & Technology $ 78,933 $ 2,193 All Cash
Apple Computer Equipment 450,792 18,783 All Cash
Apple Computer Equipment 147,750 5,910 All Cash
Apple Computer Equipment 356,675 14,267 All Cash
Brown Strauss 410,707 11,409 All Cash
Consolidated Diesel 3,840 160 All Cash
Consolidated Diesel 9,595 267 All Cash
Consolidated Diesel 28,875 802 All Cash
Diamond Shamrock 1,484,724 47,894 All Cash
Diamond Shamrock 202,820 6,543 All Cash
GE 237,328 8,476 All Cash
Hughes Aircraft 17,028 355 All Cash
ICI American Holdings 143,182 5,966 All Cash
In Home Health 150,619 2,510 All Cash
International Paper 17,922 299 All Cash
International Paper 19,453 324 All Cash
International Paper 18,904 315 All Cash
International Paper 20,858 579 All Cash
Lexmark 100,888 4,204 All Cash
Lexmark 31,710 1,321 All Cash
New York Hospital 179,304 3,320 All Cash
B-1
<PAGE>
<TABLE>
<CAPTION>
Anticipated Anticipated Equipment
First Basic Anticipated Lease Term Purchase
Anticipated Lessee (1)<F1> Rent Date Equipment (Months) (1)<F1> Price
- ---------------------- ----------- ------------------ ------------ -----------
<S> <C> <C> <C> <C>
Norlight 09/01/97 Nortel ring system 42 $ 475,809
Norlight 09/01/97 Nortel ring system 44 1,219,624
Texas Eastern 09/01/97 PC's 36 337,590
Texas Utilities 09/01/97 Phone system 8 664,644
Texas Utilities 09/01/97 Tellabs titan system 8 46,783
Texas Utilities 09/01/97 Telco switch 8 36,962
Thomson Industries 09/01/97 Machine tools 60 60,235
Thomson Industries 09/01/97 Machine tools 60 96,610
Thomson Industries 12/01/97 Machine tools 60 451,670
Tifton Aluminum 09/01/97 Forklifts 44 554,254
Universal Forest 09/01/97 Forklifts 36 68,646
Xerox 07/15/97 Analyzer 26 16,985
-----------
$ 9,024,304
===========
<FN>
<F1>
(1) The weighted average term (weighted by anticipated purchase price) for the
above transactions is 35 months. The total rental income to the
Partnership pursuant to these leases over the initial, non-cancelable
lease term equals 87% of the anticipated purchase price of the Equipment
to be paid by the Partnership. Such percentage does not include any
residual value of the Equipment upon expiration of the lease.
<F2>
(2) Gross Rents over the initial, non-cancelable lease term.
</FN>
B-2
</TABLE>
<PAGE>
Anticipated Anticipated
Gross Rents Monthly Anticipated
Anticipated Lessee (1) (1) (2) Rent Financing
- ---------------------- ------------- ----------- -----------
Norlight $ 433,020 $ 10,310 All Cash
Norlight 1,124,464 25,556 All Cash
Texas Eastern 334,215 9,284 All Cash
Texas Utilities 487,920 60,990 All Cash
Texas Utilities 34,344 4,293 All Cash
Texas Utilities 27,480 3,435 All Cash
Thomson Industries 152,820 2,547 All Cash
Thomson Industries 90,554 1,509 All Cash
Thomson Industries 423,305 7,055 All Cash
Tifton Aluminum 516,736 11,744 All Cash
Universal Forest 57,506 1,597 All Cash
Xerox 14,139 544 All Cash
----------- ---------
$ 7,808,411 $ 274,761
=========== =========
(1) The weighted average term (weighted by anticipated purchase price) for
the above transactions is 35 months. The total rental income to the
Partnership pursuant to these leases over the initial, non-cancelable
lease term equals 87% of the anticipated purchase price of the
Equipment to be paid by the Partnership. Such percentage does not
include any residual value of the Equipment upon expiration of the
lease.
(2) Gross Rents over the initial, non-cancelable lease term.
B-2
<PAGE>
EXHIBIT C
FINANCIAL STATEMENTS
Page
----
Capital Preferred Yield Fund-IV, L.P.
Independent Auditors' Report C-2
Balance Sheet as of December 31, 1996 C-3
Statement of Income for the Period from the Commencement
of Operations (April 16, 1996) through December 31, 1996 C-4
Statement of Partners' Capital for the Period from the Commencement
of Operations (April 16, 1996) through December 31, 1996 C-5
Statement of Cash Flows for the Period from the Commencement
of Operations (April 16, 1996) through December 31, 1996 C-6
Notes to December 31, 1996 Financial Statements C-7
Balance Sheets as of June 30, 1997 (unaudited) and
December 31, 1996 (audited) C-17
Unaudited Statements of Income for the Three Months and Six Months
ended June 30, 1997 and for the Period from the Commencement of
Operations (April 16, 1996) through June 30, 1996 C-18
Unaudited Statement of Partner's Capital for the Six Months
ended June 30, 1997 C-19
Unaudited Statements of Cash Flows for the Six Months Ended
June 30, 1997 and for the Period from the Commencement of
Operations (April 16, 1996) through June 30, 1996 C-20
Unaudited Notes to June 30, 1997 Financial Statements C-21
CAI Equipment Leasing V Corp.
Independent Auditors' Report C-25
Balance Sheet as of May 31, 1997 C-26
Notes to Balance Sheet C-27
Capital Associates, Inc.
Independent Auditors' Report C-30
Consolidated Balance Sheet as of May 31, 1997 C-31
Notes to Consolidated Balance Sheet C-32
C-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
THE PARTNERS
CAPITAL PREFERRED YIELD FUND-IV, L.P.
We have audited the accompanying balance sheet of Capital Preferred Yield
Fund-IV, L.P. as of December 31, 1996, and the related statements of income,
partners' capital, and cash flows for the period from April 16, 1996
(commencement of operations) to December 31, 1996. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Capital Preferred Yield
Fund-IV, L.P. as of December 31, 1996, and the results of its operations and its
cash flows for the period from April 16, 1996 (commencement of operations) to
December 31, 1996, in conformity with generally accepted accounting principles.
/s/KPMG Peat Marwick LLP
------------------------
KPMG PEAT MARWICK LLP
Denver, Colorado
January 31, 1997
C-2
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
BALANCE SHEET
ASSETS
December 31,
1996
------------
Cash and cash equivalents $ 3,286,072
Accounts receivable 76,524
Net investment in direct finance leases 182,328
Leased equipment, net 13,107,533
-----------
Total assets $16,652,457
===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued liabilities $ 658,229
Payable to affiliates 43,483
Rents received in advance 31,991
Distributions payable to partners 128,898
Discounted lease rentals 2,765,239
-----------
Total liabilities 3,627,840
-----------
Partners' capital:
General partner -
Limited partners:
Class A 500,000 units authorized; 154,503 units
issued and outstanding 12,878,374
Class B 146,243
-----------
Total partners' capital 13,024,617
-----------
Total liabilities and partners' capital $16,652,457
===========
The accompanying notes are an integral part of these financial statements.
C-3
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
STATEMENT OF INCOME
For the period from the
Commencement of Operations
(April 16, 1996) to
December 31, 1996
--------------------------
Revenue:
Operating lease rentals $881,778
Direct finance lease income 7,805
Interest income 50,763
--------
Total revenue 940,346
--------
Expenses:
Depreciation and amortization 659,574
Management fees paid to general partner 17,688
Direct services from general partner 41,376
General and administrative 92,539
Interest on discounted lease rentals 26,542
--------
Total expenses 837,719
--------
Net income $102,627
========
Net income allocated:
To the general partner $ 26,271
To the Class A limited partners 75,564
To the Class B limited partner 792
--------
$102,627
========
Net income per weighted average Class A limited
partner unit outstanding $ 1.33
========
Weighted average Class A limited partner
units outstanding 56,931
========
The accompanying notes are an integral part of these financial statements.
C-4
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
STATEMENT OF PARTNERS' CAPITAL
For the period from Commencement of Operations (April 16, 1996)
to December 31, 1996
<TABLE>
<CAPTION>
Class A
Limited Class A Class B
General Partners Limited Limited
Partner Units Partners Partner Total
------- ----- -------- ------- -----
<S> <C> <C> <C> <C> <C>
Capital contributions $ - 154,553 $ 15,455,281 $ 150,000 $ 15,605,281
Commissions and offering
costs on sale of Class A
limited partner units (22,303) - (2,207,967) - (2,230,270)
Redemptions - (50) (4,784) - (4,784)
Net income 26,271 - 75,564 792 102,627
Distributions declared
to partners (3,968) - (439,720) (4,549) (448,237)
--------- ------- ------------ --------- ------------
Partners' capital,
December 31, 1996 $ - 154,503 $ 12,878,374 $ 146,243 $ 13,024,617
========= ======= ============ ========= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
C-5
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
STATEMENT OF CASH FLOWS
For the period from the
Commencement of Operations
(April 16, 1996) to
December 31, 1996
--------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 102,627
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 659,574
Recovery of investment in direct finance leases 20,040
Changes in assets and liabilities:
Increase in accounts receivable (76,524)
Increase in accounts payable and accrued liabilities 651,476
Increase in payable to affiliates 43,483
Increase in rents received in advance 31,991
------------
Net cash provided by operating activities 1,432,667
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment on operating leases from
affiliates (12,939,697)
Investment in direct financing leases, acquired
from affiliates (202,368)
------------
Net cash used in investing activities (13,142,065)
------------
Cash flows from financing activities:
Proceeds from Class A capital contributions 15,455,281
Proceeds from Class B capital contributions 150,000
Proceeds from discounted lease rentals 1,923,239
Principal payments on discounted lease rentals (7,244)
Redemptions of Class A limited partner units (4,784)
Commissions paid to affiliate in connection with
the sale of Class A limited partner units (1,545,528)
Non-accountable organization and offering expenses
reimbursement paid to the general partner in connection
with the sale of Class A limited partner units (656,155)
Distributions to partners (319,339)
------------
Net cash provided by financing activities 14,995,470
------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,286,072
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -
------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,286,072
============
Supplemental disclosure of cash flow information:
Interest paid on discounted lease rentals $ 26,542
Supplemental disclosure of noncash investing and financing
activities:
Reduction in Partner's capital accounts for commissions
and offering costs payable to affiliates 28,587
Discounted lease rentals assumed in equipment acquisitions 849,244
The accompanying notes are an integral part of these financial statements.
C-6
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies
-----------------------------------------------------------
Organization
Capital Preferred Yield Fund-IV, L.P. (the "Partnership") was organized on
December 18, 1995 as a limited partnership under the laws of the State of
Delaware pursuant to an Agreement of Limited Partnership (the "Partnership
Agreement"). The Partnership was formed for the purpose of acquiring and
leasing a diversified portfolio of equipment to unaffiliated third parties.
The Partnership will continue until December 31, 2007 unless terminated
earlier in accordance with the terms of the Partnership Agreement. All
Partnership equipment is expected to be sold and the Partnership liquidated
between 2003 and 2007. The general partner of the Partnership is CAI
Equipment Leasing V Corp., a wholly owned subsidiary of Capital Associates,
Inc. ("CAI").
The general partner manages the Partnership, including investment of funds,
purchase and sale of equipment, lease negotiation and other administrative
duties. The Partnership commenced business operations on April 16, 1996, and
from that date through December 31, 1996, 154,553 Class A limited partner
units were sold to approximately 867 investors at a price of $100 per Class A
limited partner unit.
Capital Associates International, Inc. ("CAII"), a wholly owned subsidiary of
CAI, is the Class B limited partner. The Class B limited partner is required
to contribute cash, upon acquisition of equipment, in an amount equal to 1%
of gross offering proceeds received from the sale of Class A limited partner
units. As of December 31, 1996, CAII has contributed $150,000 to the
Partnership.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. For
leasing entities, this includes the estimate of residual values, as discussed
below. Actual results could differ from those estimates.
Partnership Allocations
Cash Distributions
------------------
During the Reinvestment Period (as defined in the Partnership Agreement),
available cash is distributed to the partners as follows:
First, 1.0% to the general partner and 99.0% to the Class A limited
partners until the class A limited partners receive annual, non-compounded
cumulative distributions equal to 10.5% of their contributed capital.
C-7
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies, continued
-----------------------------------------------------------
Cash Distributions, continued
------------------
Second, 1.0% to the general partner and 99.0% to the Class B limited
partner until the Class B limited partner receives annual non-compounded
cumulative distributions equal to 10.5% of its contributed capital.
Third, any remaining available cash will be reinvested or distributed to
the partners as specified in the Partnership Agreement.
After the Reinvestment Period (as defined in the Partnership Agreement),
available cash will be distributed to the partners as follows:
First, in accordance with the first and second allocations during the
Reinvestment Period as described above.
Second, 99.0% to the Class A limited partners and 1.0% to the general
partner, until the Class A limited partners achieve Payout (as defined in
the Partnership Agreement).
Third, 99.0% to the Class B limited partner, 1.0% to the general partner,
until the Class B limited partner achieves Payout (as defined in the
Partnership Agreement).
Fourth, 99.0% to the Class A and Class B limited partners (as a class) and
1.0% to the general partner, until the Class A and Class B limited
partners receive cash distributions equal to 170% of their capital
contributions.
Thereafter, 90% to the Class A and Class B limited partners (as a class)
and 10% to the general partner.
Profits and Losses
------------------
There are several special allocations that precede the general allocations of
profits and losses to the partners. The most significant special allocations
are as follows:
First, commissions and expenses paid in connection with the sale of Class
A limited partner units are allocated 1.0% to the general partner and
99.0% to the Class A limited partners.
C-8
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies, continued
-----------------------------------------------------------
Profits and Losses, continued
------------------
Second, depreciation relating to Partnership equipment and any losses
resulting from the sale of equipment are generally allocated 1.0% to the
general partner and 99.0% to the limited partners (shared 99.0%/1.0% by
the Class A and Class B limited partners, respectively) until the
cumulative amount of such depreciation and such losses allocated to each
limited partner equals such limited partner's contributed capital reduced
by commissions and other expenses paid in connection with the sale of
Class A limited partner units allocated to such partner. Thereafter, gain
on sale of equipment, if any, will be allocated to the general partner in
an amount equal to the sum of depreciation and loss on sale of equipment
previously allocated to the general partner.
Third, notwithstanding anything in the Partnership Agreement to the
contrary, and before any other allocation is made, items of income and
gain for the current year (or period) shall be allocated, as quickly as
possible, to the general partner to the extent of any deficit balance
existing in the general partner's capital account as of the close of the
immediately preceding year, in order to restore the balance in the general
partner's capital account to zero.
After giving effect to special allocations, profits (as defined in the
Partnership Agreement) are first allocated in proportion to, and to the
extent of, any previous losses, in reverse chronological order and priority.
Any remaining profits are allocated in the same order and priority as cash
distributions.
After giving effect to special allocations, losses (as defined in the
Partnership Agreement) are allocated in proportion to, and to the extent of,
any previous profits, in reverse chronological order and priority. Any
remaining losses are allocated 1.0% to the general partner and 99.0% to the
limited partners (shared 99.0%/1.0% by the Class A and Class B limited
partners, respectively).
Financial Reporting
-------------------
For financial reporting purposes, net income is allocated to the partners in
a manner consistent with the allocation of cash distributions.
Recently Issued Financial Accounting Standards
The Partnership adopted Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-lived Assets and for Long-lived Assets
to be Disposed Of ("SFAS No. 121"), effective January 1, 1996. SFAS No. 121
requires that long-lived assets, including operating leases, and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
C-9
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies, continued
-----------------------------------------------------------
Recently Issued Financial Accounting Standards, continued
In performing the review for recoverability, the entity should estimate the
future cash flows expected to result from the use of the asset and its
eventual disposition. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount
of the asset, an impairment loss is recognized. Otherwise, an impairment loss
is not recognized. Measurement of an impairment loss for long-lived assets,
including operating leases, and identifiable intangibles held by the
Partnership is based on the fair value of the asset calculated by discounting
the expected future cash flows at an appropriate interest rate. The adoption
of this statement did not have a material effect on the Partnership's
financial condition or results of operations.
Lease Accounting
Statement of Financial Accounting Standards No. 13, Accounting for Leases,
requires that a lessor account for each lease by the direct finance,
sales-type or operating lease method. The Partnership currently utilizes the
direct financing and operating methods for all of the Partnership's equipment
under lease. Direct finance leases are defined as those leases which transfer
substantially all of the benefits and risks of ownership of the equipment to
the lessee. For all types of leases, the determination of profit considers
the estimated value of the equipment at lease termination, referred to as the
residual value. After the inception of a lease, the Partnership may engage in
financing of lease receivables on a nonrecourse basis (i.e., "non-recourse
debt" or "discounted lease rentals") and/or equipment sale transactions to
reduce or recover its investment in the equipment.
The Partnership's accounting methods and their financial reporting effects
are described below.
Net Investment in Direct Financing Leases ("DFLs")
The cost of the equipment, including acquisition fees paid to the general
partner, is recorded as net investment in DFLs on the accompanying balance
sheet. Leasing revenue, which is recognized over the term of the lease,
consists of the excess of lease payments plus the estimated residual value
over the equipment's cost. Earned income is recognized monthly to provide a
constant yield and is recorded as direct finance lease income on the
accompanying income statements. Residual values are established at lease
inception equal to the estimated value to be received from the equipment
following termination of the initial lease (which in certain circumstances
includes anticipated re-lease proceeds), as determined by the general
partner. In estimating such values, the general partner considers all
relevant information regarding the equipment and the lessee.
C-10
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies, continued
-----------------------------------------------------------
Equipment on Operating Leases ("OLs")
The cost of equipment, including acquisition fees paid to the general
partner, is recorded as leased equipment in the accompanying balance sheets
and is depreciated on a straight-line basis over the lease term to an amount
equal to the estimated residual value at the lease termination date. Leasing
revenue consists principally of monthly rents and is recognized as operating
lease rentals in the accompanying income statements. Residual values are
established at lease inception equal to the estimated value to be received
from the equipment following termination of the initial lease (which in
certain circumstances includes anticipated re-lease proceeds), as determined
by the general partner. In estimating such values, the general partner
considers all relevant information and circumstances regarding the equipment
and the lessee. Because revenue, depreciation expense and the resultant
profit margin before interest expense are recorded on a straight-line basis,
and interest expense on discounted lease rentals (discussed below) is
recorded on the interest method, lower returns are realized in the early
years of the term of an OL and higher returns in later years.
Nonrecourse Discounting of Rentals
The Partnership may assign the future rentals from leases to financial
institutions, or acquire leases subject to such assignments, at fixed
interest rates on a nonrecourse basis. In return for such assigned future
rentals, the Partnership receives the discounted value of the rentals in
cash. In the event of default by a lessee, the financial institution has a
first lien on the underlying leased equipment, with no further recourse
against the Partnership. Cash proceeds from such financings, or the
assumption of such financings, are recorded on the balance sheet as
discounted lease rentals. As lessees make payments to financial institutions,
leasing revenue and interest expense are recorded.
Allowance for Losses
An allowance for losses is maintained at levels determined by the general
partner to adequately provide for any other-than-temporary declines in asset
values. In determining losses, economic conditions, the activity in the used
equipment markets, the effect of actions by equipment manufacturers, the
financial condition of lessees, the expected courses of action by lessees
with regard to leased equipment at termination of the initial lease term, and
other factors which the general partner believes are relevant, are
considered. Asset chargeoffs are recorded upon the termination or remarketing
of the underlying assets. The lease portfolio is reviewed quarterly to
determine the adequacy of the allowance for losses.
C-11
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies, continued
-----------------------------------------------------------
Transactions Subsequent to Initial Lease Termination
After the initial term of equipment under lease expires, the equipment is
either sold or re-leased to the existing lessee or another third party. The
remaining net book value of equipment sold is removed and gain or loss
recorded when equipment is sold. The accounting for re-leased equipment is
consistent with the accounting described under "Net Investment in Direct
Financing Leases" and "Equipment on Operating Leases" above.
Income Taxes
No provision for income taxes has been made in the financial statements since
taxable income or loss is recorded in the tax return of the individual
partners.
Cash Equivalents
The Partnership considers short-term, highly liquid investments that are
readily convertible to known amounts of cash to be cash equivalents.
Cash equivalents of $2,491,000 at December 31, 1996, are comprised of an
investment in a mutual fund which invests solely in U.S. Government treasury
bills having maturities of 90 days or less.
Net Income Per Class A Limited Partner Unit
Net income per Class A limited partner unit is computed by dividing the net
income allocated to the Class A limited partners by the weighted average
number of Class A limited partner units outstanding during the period.
2. Net Investment in Direct Finance Leases
---------------------------------------
The components of the net investment in direct finance leases as of December
31, 1996 were:
Minimum lease payments receivable $ 196,123
Estimated residual values 19,627
Less unearned income (33,422)
---------
Total $ 182,328
=========
C-12
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
3. Leased Equipment
----------------
The Partnership's investment in equipment on operating leases by major
classes as of December 31, 1996 were:
Transportation and industrial equipment $ 10,188,595
Computer equipments and peripherals 3,569,359
Other 30,988
------------
13,788,942
Less accumulated depreciation (681,409)
------------
$ 13,107,533
============
Depreciation expense for 1996 was $681,409.
4. Future Minimum Lease Payments
-----------------------------
Future minimum lease payments receivable from noncancelable leases as of
December 31, 1996 are as follows:
Years Ending December 31, DFLs OLs
------------------------- ---- ---
1997 $ 67,260 $ 3,522,304
1998 67,260 3,477,210
1999 43,185 2,516,090
2000 11,867 1,403,995
2001 6,651 711,339
Thereafter - 68,455
----------- -----------
Total $ 196,123 $11,699,393
=========== ===========
5. Discounted Lease Rentals
------------------------
Discounted lease rentals outstanding at December 31, 1996 bear interest at
rates primarily ranging between 4.90% and 11.65%. Aggregate maturities of
such non-recourse obligations are:
Years Ending December 31,
-------------------------
1997 $ 790,395
1998 790,396
1999 600,933
2000 341,579
2001 202,700
Thereafter 39,236
-----------
$ 2,765,239
===========
C-13
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
6. Transactions With the General Partner and Affiliates
----------------------------------------------------
Sales Commissions and Offering Costs
------------------------------------
Under the terms of the Partnership Agreement, CAI Securities Corporation, an
affiliate of the general partner, is entitled to receive sales commissions
and wholesaling fees equal to 10% of the Class A limited partners' capital
contributions, up to 9% of which is paid to participating broker-dealers.
During 1996, CAI Securities Corporation earned commissions and fees in the
amount of $1,545,528, including $1,324,225 that was paid to participating
broker-dealers.
As provided in the Partnership Agreement, the general partner earned $618,112
as reimbursement for expenses incurred during 1996, in connection with the
organization of the Partnership and the offering of Class A limited partner
units. The general partner also received $66,630 (of which $38,043 was paid
in January 1997) as reimbursement for due diligence expenses incurred during
1996.
Capital Contributions
---------------------
Under terms of the Partnership Agreement, the Class B limited partner made
capital contributions to the Partnership of $150,000 during 1996.
Origination Fee and Evaluation Fee
----------------------------------
The general partner receives a fee equal to 3.5% of the sales price of
equipment sold to the Partnership (up to a maximum cumulative amount as
specified in the Partnership Agreement), 1.5% of which represents
compensation for selecting, negotiating and consummating the acquisition of
the equipment and 2% of which represents reimbursement for services rendered
in connection with evaluating the suitability of the equipment and the credit
worthiness of the lessees. Origination and evaluation fees totaled $463,529
in 1996, all of which were capitalized by the Partnership as part of the cost
of equipment on operating leases and net investment in direct financing
leases.
Management Fees
---------------
The general partner receives management fees as compensation for services
performed in connection with managing the Partnership's equipment equal to 2%
of gross rentals received as permitted under terms of the Partnership
Agreement. Such fees totaled $17,688 (of which $8,510 was paid in January
1997) for 1996.
C-14
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
6. Transactions With the General Partner and Affiliates, continued
----------------------------------------------------
Direct Services
---------------
The general partner and its affiliates provide accounting, investor
relations, billing, collecting, asset management, and other administrative
services to the Partnership. The Partnership reimburses the general partner
for these services performed on its behalf as permitted under the terms of
the Partnership Agreement. Such reimbursements totaled $41,376 ($6,386 of
which were paid in January 1997) during 1996.
Equipment Purchases
-------------------
The Partnership purchased equipment from CAII, with a total purchase price of
$13,991,309 (including $849,244 of discounted lease rentals) during 1996. The
Partnership purchased the equipment at CAII's historical cost plus
reimbursement of other net acquisition costs, as provided for in the
Partnership Agreement.
Payable to Affiliates
---------------------
Payable to affiliates consists of direct services, management fees, sales
commissions, wholesaling fees and organization and offering expense
reimbursements with respect to Class A limited partner units payable to the
general partner and its affiliates.
7. Tax Information (Unaudited)
---------------------------
The following reconciles net income for financial reporting purposes to the
income for federal income tax purposes for the period ended December 31,
1996:
Net income per financial statements $ 102,627
Direct financing leases 20,040
Depreciation (567,815)
Other 87,042
---------
Partnership income for federal income tax purposes $(358,106)
=========
The following reconciles partners' capital for financial reporting purposes
to partners' capital for federal income tax purposes as of December 31, 1996:
Partners' capital per financial statements $ 13,024,617
Commissions and offering costs 2,230,270
Direct financing leases 20,040
Depreciation (567,815)
Other 81,277
------------
Partners' capital for federal income tax purposes $ 14,788,389
============
C-15
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
8. Concentration of Credit Risk
----------------------------
Approximately 88% of the Partnership's equipment under lease was leased to
investment grade companies. Pursuant to the Partnership Agreement, an
investment grade lessee is a company (i) with a net worth in excess of
$100,000,000 (and no debt issues that are rated), or (ii) with a credit
rating of not less than Baa as determined by Moody's Investor Services, Inc.
or comparable credit rating as determined by another recognized credit rating
service; or a lessee, all of whose lease payments have been unconditionally
guaranteed or supported by a letter of credit issued by a company meeting one
of the above requirements.
General Motors, Lucent Technologies and Staples, Inc. accounted for
approximately 48% ($453,460) of total revenue of the Partnership during 1996.
This concentration is attributable to placement of equipment with these
lessees during the first nine months of the Partnership's operations. Rental
revenue from these lessees constituted a larger percentage of the
Partnership's total 1996 revenue than expected in future fiscal periods, as
additional leases are acquired by the Partnership.
The Partnership's cash balance is maintained with a high credit quality
financial institution. At times, such balances may be in excess of the FDIC
insurance limit due to the receipt of lockbox amounts that have not cleared
the presentment bank (generally for less than two days). As the funds become
available, they are invested in a money market mutual fund.
9. Disclosures about Fair Value of Financial Instruments
-----------------------------------------------------
Statement of Financial Standards No. 107 ("SFAS No. 107"), Disclosures about
Fair Value of Financial Instruments specifically excludes certain items from
its disclosure requirements such as the Partnership's investment in leased
assets. The carrying amounts at December 31, 1996 for cash and cash
equivalents, accounts receivable, accounts payable and accrued liabilities,
payable to affiliates, rents and sale proceeds received in advance and
distributions payable to partners approximate their fair values due to the
short maturity of these instruments.
As of December 31, 1996, the carrying value of discounted lease rentals
approximates its fair value because the debt was recently acquired.
C-16
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
BALANCE SHEETS
(Unaudited)
ASSETS
June 30, December 31,
1997 1996
----------- ------------
Cash and cash equivalents $ 6,602,408 $ 3,286,072
Accounts receivable 306,233 76,524
Receivable from affiliates 13,057 -
Net investment in direct finance leases 3,696,432 182,328
Leased equipment, net 36,898,920 13,107,533
----------- -----------
Total assets $47,517,050 $16,652,457
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and accrued liabilities $ 493,601 $ 658,229
Payable to affiliates 77,026 43,483
Rents received in advance 14,603 31,991
Distributions payable to partners 292,583 128,898
Discounted lease rentals 20,974,612 2,765,239
----------- -----------
Total liabilities 21,852,425 3,627,840
----------- -----------
PARTNERS' CAPITAL:
General partner - -
Limited Partners:
Class A 25,367,938 12,878,374
Class B 296,687 146,243
----------- -----------
Total partners' capital 25,664,625 13,024,617
----------- -----------
Total liabilities and partners' capital $47,517,050 $16,652,457
=========== ===========
The accompanying notes are an integral part of these financial statements.
C-17
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the period For the period
from the from the
Commencement Commencement
Three Months of Operations Six Months of Operations
ended (April 16, 1996) ended (April 16, 1996)
June 30, 1997 to June 30, 1996 June 30, 1997 to June 30, 1996
------------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C>
REVENUE:
Operating lease rentals $2,842,519 $ 56,739 $4,348,365 $ 56,739
Direct finance lease income 72,160 - 100,282 -
Interest income 45,829 5,079 95,807 5,079
---------- ---------- ---------- ----------
Total revenue 2,960,508 61,818 4,544,454 61,818
---------- ---------- ---------- ----------
EXPENSES:
Depreciation and amortization 2,305,959 28,283 3,497,553 28,283
Direct services from general partner 19,238 6,855 41,410 6,855
Management fees paid to general partner 60,585 761 90,698 761
General and administrative 36,748 741 72,625 741
Interest on discounted lease rentals 359,961 - 508,849 -
---------- ---------- ---------- ----------
Total expenses 2,782,491 36,640 4,211,135 36,640
---------- ---------- ---------- ----------
NET INCOME $ 178,017 $ 25,178 $ 333,319 $ 25,178
========== ========== ========== ==========
NET INCOME ALLOCATED:
To the general partner $ 17,933 $ 3,762 $ 34,473 $ 3,762
To the Class A limited partners 158,454 21,197 295,802 21,197
To the Class B limited partner 1,630 219 3,044 219
---------- ---------- ---------- ----------
$ 178,017 $ 25,178 $ 333,319 $ 25,178
========== ========== ========== ==========
Net income per weighted average Class A
limited partner unit outstanding $ .58 $ 1.07 $ 1.26 $ 1.07
========== ========== ========== ==========
Weighted average Class A limited partner
units outstanding 271,648 19,754 234,694 19,754
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
C-18
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
STATEMENT OF PARTNERS' CAPITAL
For the six months ended June 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Class A
Limited Class A Class B
General Partners Limited Limited
Partner Units Partners Partner Total
------- ----- -------- ------- -----
<S> <C> <C> <C> <C> <C>
Partners' capital,
January 1, 1997 $ - 154,503 $ 12,878,374 $ 146,243 $ 13,024,617
Capital contributions - 156,750 15,670,067 160,000 15,830,067
Volume discount - - (6,000) - (6,000)
Commissions and offering
costs on sale of Class A
limited partner units (22,532) - (2,224,611) - (2,247,143)
Redemptions - - (7,274) - (7,274)
Net income 34,473 - 295,802 3,044 333,319
Distributions declared
to partners (11,941) - (1,238,420) (12,600) (1,262,961)
--------- -------- ------------ --------- ------------
Partners' capital,
June 30, 1997 $ - 311,253 $ 25,367,938 $ 296,687 $ 25,664,625
========= ======== ============ ========= ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
C-19
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the period
from the
Commencement
Six months of Operations
ended (April 16, 1996)
June 30, 1997 to June 30, 1996
------------- ----------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 3,812,110 $ 58,386
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment on operating leases from affiliate (13,968,184) (1,057,576)
Investment in direct finance leases, acquired from affiliate (536,466) -
------------ ------------
Net cash used in investing activities (14,504,650) (1,057,576)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Class A capital contributions 15,670,067 2,532,424
Proceeds from Class B capital contributions 160,000 20,000
Proceeds from discounted lease rentals 3,695,735 -
Principal payments on discounted lease rentals (2,159,424) -
Redemptions of Class A limited partner units (7,274) -
Commissions paid to affiliate in connection
with the sale of Class A limited partner units (1,573,007) (250,315)
Non-accountable organization and offering expenses
reimbursement paid to the general partner in connection
with the sale of Class A limited partner units (677,944) (100,026)
Distributions to partners (1,099,277) (5,139)
------------ ------------
Net cash provided by financing activities 14,008,876 2,196,944
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,316,336 1,197,754
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,286,072 -
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,602,408 $ 1,197,754
============ ============
Supplemental disclosure of cash flow information:
Interest paid on discounted lease rentals $ 508,849 $ -
Supplemental disclosure of noncash investing and
financing activities:
Discounted lease rentals assumed in equipment acquisitions 16,673,062 -
The accompanying notes are an integral part of these financial statements.
</TABLE>
C-20
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation:
---------------------
The accompanying unaudited balance sheet has been prepared in accordance with
generally accepted accounting principles for interim financial information
and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and disclosures
required by generally accepted accounting principles for annual financial
statements. In the opinion of the general partner, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The balance sheet at December 31, 1996
has been derived from the audited financial statements included in the
Partnership's 1996 Form 10-K. For further information, refer to the financial
statements of Capital Preferred Yield Fund-IV, L.P. (the "Partnership"), and
the related notes, included in the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1996 (the "1996 Form 10- K"), previously
filed with the Securities and Exchange commission.
2. Transactions With the General Partner and Affiliates
----------------------------------------------------
SALES COMMISSIONS AND OFFERING COSTS
Under the terms of the Partnership Agreement, CAI Securities Corporation, an
affiliate of the general partner, is entitled to receive sales commissions
and wholesaling fees equal to 10% of the Class A limited partners' capital
contributions, up to 9% of which is paid to participating broker-dealers.
During the six months ended June 30, 1997, CAI Securities Corporation earned
commissions and fees in the amount of $1,567,007 ($1,336,866 of which was
paid to participating broker-dealers).
As provided in the Partnership Agreement, the general partner earned $626,803
as reimbursement for expenses incurred during the six months ended June 30,
1997 in connection with the organization of the Partnership and the offering
of Class A limited partner units. The general partner also received $53,333
($30,779 of which was paid in July 1997) as reimbursement for due diligence
expenses incurred during the six months ended June 30, 1997.
As provided in the Prospectus, a volume discount, equal to 1.0% of the
purchase price per unit for all purchases of $500,000 or more, was granted
during the six months ended June 30, 1997 in the amount of $6,000.
C-21
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. Transactions With the General Partner and Affiliates, continued
----------------------------------------------------
DIRECT SERVICES:
The general partner and its affiliates provide accounting, investor
relations, billing, collecting, asset management, and other administrative
services to the Partnership. The Partnership reimburses the general partner
for these services performed on its behalf as permitted under the terms of
the Partnership Agreement. Such reimbursements totaled $41,410 ($6,232 of
which were paid in July 1997) during the six months ended June 30, 1997.
PAYABLE TO AFFILIATES:
Payable to affiliates consists of direct services, management fees, sales
commissions, wholesaling fees, organization and offering expense
reimbursements with respect to Class A limited partner units payable to the
general partner and its affiliates.
RECEIVABLE FROM AFFILIATES
Receivable from affiliates represents a $10,000 Class B contribution for June
that was paid in July and an overpayment of $3,057 to the general partner for
equipment purchased during June of 1997.
3. During the period ending June 30, 1997, the Partnership acquired the
equipment described below from Capital Associates International, Inc.
("CAII"):
<TABLE>
<CAPTION>
Total
Acquisition Equipment
Equipment Cost of Fees and Purchase
Lessee Description Equipment Reimbursement Price
--------------------- ---------------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Alcoa Fujikura Forklifts $ 1,462,149 $ 49,555 $ 1,511,704
Alliant Techsystems Lathe 242,205 8,392 250,597
Applied Magnetics Teching system 1,182,922 40,988 1,223,910
Arqule, Inc. Research & development 2,332,820 80,832 2,413,652
Brown Strauss Forklifts 271,923 9,422 281,345
Burlingame Industries Forklifts 63,433 2,198 65,631
Christy's Market Food service equipment 761,846 26,398 788,244
Chrysler Corp. Forklifts 1,020,599 35,364 1,055,963
Consolidated Diesel Burden carriers 18,376 637 19,013
Darigold, Inc. Forklifts 81,230 2,815 84,045
C-22
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
3. (continued)
Total
Acquisition Equipment
Equipment Cost of Fees and Purchase
Lessee Description Equipment Reimbursement Price
--------------------- ---------------------- ------------ ------------- ------------
Dewolfe Company Computer equipment $ 553,977 $ 19,195 $ 573,172
Enogex, Inc. Computer equipment 915,365 31,717 947,082
General Motors Corp. Forklifts 648,200 22,460 670,660
General Motors Corp. Machine tools 269,075 9,323 278,398
Genetics Institute Research & development 1,008,407 34,941 1,043,348
Georgetown Steel Lift trucks 91,558 3,172 94,730
GS Technologies Truck scale 57,821 2,004 59,825
Heluva Good Cheese Material handling 47,066 1,599 48,665
Home Depot, Inc. Lift trucks 555,952 18,864 574,816
Hughes Aircraft Lift trucks 338,459 11,728 350,187
In Home Health, Inc. Furniture, fixture & equipment 13,063 453 13,516
International Paper Material handling equipment 447,538 15,507 463,045
Lear Corp. Computer equipment 70,730 2,348 73,078
Lexmark Stencil printers 675,514 23,407 698,921
Louisiana Workers Comp. Computer equipment 53,671 1,860 55,531
Lucas Industries Manufacturing equipment 823,887 28,548 852,435
Matsushita Phone system 110,432 3,826 114,258
Morgan Construction Production equipment 1,278,202 44,290 1,322,492
Nabisco Sweeper 17,248 598 17,846
National Broadcasting Co. Broadcast video equipment 319,785 9,879 329,664
New York Hospital Imaging system 228,796 7,928 236,724
Northwestern University Test equipment 137,343 4,759 142,102
Oklahoma Gas & Electric Computer equipment 2,862,444 99,184 2,961,628
Owens Corning Computer equipment 938,157 32,507 970,664
Precision Castparts Forklifts 157,036 5,441 162,477
Robertshaw Controls Manufacturing equipment 1,350,201 46,784 1,396,985
Texas Instruments Manufacturing equipment 620,338 21,495 641,833
The Foxboro Company Manufacturing equipment 4,584,226 158,843 4,743,069
Thomson Industries Manufacturing equipment 493,409 17,097 510,506
Total System Services Mail sorter 1,043,330 35,388 1,078,718
Triconex Corporation Manufacturing 462,208 16,016 478,224
Unicco Service Co. Sweeper/scrubber 30,648 1,062 31,710
United Artists Projection equipment 663,318 22,984 686,302
C-23
<PAGE>
CAPITAL PREFERRED YIELD FUND-IV, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
3. (continued)
Total
Acquisition Equipment
Equipment Cost of Fees and Purchase
Lessee Description Equipment Reimbursement Price
--------------------- ---------------------- ------------ ------------- ------------
Universal Forest Products Forklifts $ 147,962 $ 5,127 $ 153,089
US Sugar Excavator 327,528 11,349 338,877
USS/Kobe Steel Lift trucks 276,157 9,569 285,726
Xerox Test equipment 80,515 2,790 83,305
------------ ----------- ------------
$ 30,137,069 $ 1,040,643 $ 31,177,712
============ =========== ============
</TABLE>
As of June 30, 1997, the general partner had identified $4.5 million of
equipment that satisfied the Partnership's investment criteria that is
expected to be acquired during the remainder of 1997.
C-24
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
THE BOARD OF DIRECTORS
CAI EQUIPMENT LEASING V CORP.:
We have audited the accompanying balance sheet of CAI Equipment Leasing V Corp.
(a wholly owned subsidiary of Capital Associates, Inc.) as of May 31, 1997. This
balance sheet is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit of a balance sheet includes examining, on a test basis, evidence
supporting the amounts and disclosures in that balance sheet. An audit of a
balance sheet also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheet presentation. We believe that our audit of the balance sheet
provides a reasonable basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of CAI Equipment Leasing V Corp. as of
May 31, 1997, in conformity with generally accepted accounting principles.
/s/KPMG Peat Marwick LLP
------------------------
KPMG Peat Marwick LLP
Denver, Colorado
July 11, 1997
C-25
<PAGE>
CAI EQUIPMENT LEASING V CORP.
(A WHOLLY-OWNED SUBSIDIARY OF CAPITAL ASSOCIATES, INC.)
BALANCE SHEET
MAY 31, 1997
- --------------------------------------------------------------------------------
Assets
- ------
Cash $ 900
Investment in and receivable from Capital Preferred
Yield Fund-IV, L.P. (note 4) 23,115
Organization and offering expenses of
Capital Preferred Yield Fund-IV, L.P. (note 2) 647,478
-----------
Total assets $ 671,493
===========
Liabilities and Stockholder's Equity
- ------------------------------------
Payable to affiliate (note 4) $ 650,414
-----------
Commitments and contingencies (note 1)
Stockholder's equity:
Common stock $.01 par value, authorized
issued and outstanding, 1,000 shares 10
Additional paid-in capital 1,000,990
Less demand note receivable from
Capital Associates, Inc. (note 3) (1,000,000)
Retained earnings 20,079
-----------
Total stockholder's equity 21,079
-----------
Total liabilities and stockholder's equity $ 671,493
===========
See accompanying notes to balance sheet.
C-26
<PAGE>
CAI EQUIPMENT LEASING V CORP.
(A WHOLLY-OWNED SUBSIDIARY OF CAPITAL ASSOCIATES, INC.)
NOTES TO BALANCE SHEET
MAY 31, 1997
- --------------------------------------------------------------------------------
(1) ORGANIZATION AND PURPOSE
CAI Equipment Leasing V Corp. (the "Company"), a wholly-owned subsidiary
of Capital Associates, Inc. ("CAI"), was incorporated in the State of
Colorado on December 15, 1995 for the purpose of acting as general partner
of Capital Preferred Yield Fund-IV, L.P., a Delaware Limited Partnership
(the "Partnership"). The primary activity of the Partnership is to acquire
equipment on lease to creditworthy lessees. The fiscal year end of the
Company is May 31.
As general partner, the Company is primarily responsible for the
acquisition, leasing and remarketing of the Partnership's equipment. The
Company also provides day-to-day management, accounting, investor
relations and other administrative services to the Partnership. The
Company has agreed to pay all of the Partnership's organization and
offering expenses. The Company is reimbursed by the Partnership for
Partnership organization and offering expenses in an amount equal to 4% of
gross offering proceeds, which may be more or less than the expenses
incurred by the Company.
Capital Associates International, Inc. ("CAII"), a wholly-owned subsidiary
of CAI, is committed to contribute cash to the Partnership equal to 1% of
gross offering proceeds from the sale of Class A limited partnership
interest in exchange for a Class B limited partnership interest.
The Company will receive Computer equipment system support and usage,
financial management services and other corporate administrative services
from CAII and its affiliates at no cost.
The Company has guaranteed the repayment of certain indebtedness of CAII
under the terms of a Continuing Guaranty, Security and Subordination
Agreement (the "Agreement"). The amount of the guarantee will not exceed
the net worth of the Company, after deducting the note receivable from CAI
(the "Note") (as discussed in Note 3). The Agreement grants the
counterparty a security interest in all of the existing and future assets
of the Company other than the Note to secure repayment of the
indebtedness.
(2) SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The accompanying balance sheet has been prepared on the accrual basis of
accounting. The carrying amounts of financial instruments at May 31, 1997
approximate fair value.
C-27
<PAGE>
CAI EQUIPMENT LEASING V CORP.
(A WHOLLY-OWNED SUBSIDIARY OF CAPITAL ASSOCIATES, INC.)
NOTES TO BALANCE SHEET (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
(b) Investment in Capital Preferred Yield Fund-IV, L.P.
The Company's investment in the Partnership is accounted for using the
equity method. Income related to the Company's Partnership investment is
recorded when earned. Cash distributions received from the Partnership
reduce the Company's investment in the Partnership. Income related to
management and equipment acquisition services is recorded when earned.
(c) Organization and Offering Expenses of Capital Preferred Yield Fund-IV,
L.P.
The Company has incurred, and will continue to incur, certain expenses in
connection with the organization of the Partnership and the registration
offering of Class A limited partnership interests for sale to the public.
The Company anticipates recovering these expenses through nonaccountable
organization and offering expense reimbursements paid to the Company by
the Partnership in connection with the sale of limited partnership
interests. In the event the total organization and offering expenses
incurred by the Company exceed reimbursements, the excess expenses will be
capitalized as an additional investment in the Partnership and amortized
over the estimated remaining life of the Partnership.
(d) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
(e) Income Taxes
The operations of the Company are included in the consolidated income tax
return of CAI. No income tax expense or benefit has been allocated to the
Company by CAI. Both the Company and CAI account for income taxes under
the provisions of Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes, which requires the use of the asset and
liability method of accounting for income taxes.
C-28
<PAGE>
CAI EQUIPMENT LEASING V CORP.
(A WHOLLY-OWNED SUBSIDIARY OF CAPITAL ASSOCIATES, INC.)
NOTES TO BALANCE SHEET (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
(3) DEMAND NOTE RECEIVABLE
The demand note receivable ("Note") is due, on demand, from CAI and is
noninterest bearing. The Note represents a portion of the initial capital
contribution to the Company by CAI and will be classified as a reduction
of stockholder's equity until paid. In addition, CAI has agreed to
contribute such additional amount or amounts necessary, if any, to
maintain the net worth of the Company and its partnership status for
Federal income tax purposes.
CAI presently funds its operations using its recourse credit facility. CAI
will be required to maintain compliance with the terms of such facility in
order to pay the balance of the Note.
(4) RELATED PARTY TRANSACTIONS
Receivable from Capital Preferred Yield Fund-IV, L.P. represents general
partner distributions due from the Partnership.
Payable to affiliate represents amounts paid on behalf of the Company by
CAII for organization and offering expenses of the Partnership.
C-29
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Stockholders and Directors
Capital Associates, Inc.:
We have audited the accompanying consolidated balance sheet of Capital
Associates, Inc. and subsidiaries as of May 31, 1997. This consolidated balance
sheet is the responsibility of the Company's management. Our responsibility is
to express an opinion on this financial sheet based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit of a balance sheet includes examining, on a test basis, evidence
supporting the amounts and disclosures in that balance sheet. An audit of a
balance sheet also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheet presentation. We believe that our audit of the balance sheet
provides a reasonable basis for our opinion.
In our opinion, the consolidated balance sheet referred to above presents
fairly, in all material respects, the financial position of Capital Associates,
Inc. and subsidiaries as of May 31, 1997, in conformity with generally accepted
accounting principles.
/s/KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Denver, Colorado
July 11, 1997
C-30
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except shares and par value)
ASSETS
May 31, 1997
------------
Cash and cash equivalents $ 6,194
Receivable from affiliated limited partnerships 726
Accounts receivable, net 417
Equipment held for sale or re-lease 1,242
Residual values, net, arising from equipment under
lease sold to private investors 4,334
Net investment in direct finance leases 7,700
Leased equipment, net 71,443
Investment in affiliated limited partnerships 6,642
Other 3,674
Deferred income taxes 2,300
Discounted lease rentals assigned to lenders arising
from equipment sale transactions 41,845
---------
$ 146,517
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Recourse bank debt $ 20,712
Accounts payable - equipment purchases 30,231
Accounts payable and other liabilities 10,607
Discounted lease rentals 61,466
---------
123,016
---------
Commitments and contingencies (Notes 10, 13 and 14)
Stockholders' equity:
Common stock, $.008 par value, 15,000,000 shares
authorized, 5,157,000 and 5,139,000 shares issued 32
Additional paid-in capital 16,897
Retained earnings 6,854
Treasury stock, at cost (282)
---------
Total stockholders' equity 23,501
---------
$ 146,517
=========
The accompanying notes are an integral part of this consolidated balance sheet.
C-31
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
1. Summary of Significant Accounting Policies
------------------------------------------
GENERAL ACCOUNTING PRINCIPLES
-----------------------------
NATURE OF OPERATIONS
Capital Associates, Inc. ("CAI" or the "Company") was incorporated as a
holding company in October 1986. Its principal operating subsidiary,
Capital Associates International, Inc. ("CAII"), is primarily engaged in
(1) buying, selling, leasing, and remarketing new and used equipment, (2)
managing equipment on and off lease, (3) sponsoring, co-sponsoring,
managing and co-managing publicly-registered income funds and (4) arranging
equipment-related financing. The principal market for the Company's
activities is the United States.
USE OF ESTIMATES
The preparation of the balance sheet in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet. For
leasing entities, this is principally the estimate of residual values, as
discussed below. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION
The consolidated balance sheet includes the accounts of CAI and its
subsidiaries. Intercompany accounts and transactions are eliminated in
consolidation.
The Company has investments in affiliated public income funds (the "PIFs",
consisting of both general partnership and subordinated limited partnership
interests) and other 50%-or-less owned entities. Such investments are
primarily accounted for using the equity method.
The parent company's assets consist solely of its investments in
subsidiaries and it has no liabilities separate from its subsidiaries.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with an
original maturity of three months or less.
C-32
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
1. Summary of Significant Accounting Policies, continued
------------------------------------------
GENERAL ACCOUNTING PRINCIPLES, continued
-----------------------------
INCOME TAXES
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS
No. 109"). Under the asset and liability method of SFAS No. 109, deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS No. 109,
the effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.
EQUIPMENT HELD FOR SALE OR RE-LEASE
Equipment held for sale or re-lease, recorded at the lower of cost or
market value less cost to sell, consists of equipment previously leased to
end users which has been returned to the Company following lease
expiration. The May 31, 1997 carrying value consists primarily of one
aircraft.
STOCK OPTION PLAN
Prior to June 1, 1996, the Company accounted for its stock option plan in
accordance with the provisions of Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees ("APB Opinion No. 25"), and
related interpretations. As such, compensation expense would be recorded on
the date of grant only if the current market price of the underlying stock
exceeded the exercise price. On June 1, 1996, the Company adopted SFAS No.
123, Accounting for Stock-Based Compensation ("SFAS No. 123"), which
permits entities to recognize as expense over the vesting period the fair
value of all stock-based awards on the date of grant. Alternatively, SFAS
No. 123 also allows entities to continue to apply the provisions of APB
Opinion No. 25 and provide pro forma net income and pro forma earnings per
share disclosures for employee stock option grants made in fiscal year 1996
and future fiscal years as if the fair-value-based method defined in SFAS
No. 123 had been applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure
provisions of SFAS No. 123.
C-33
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
1. Summary of Significant Accounting Policies, continued
------------------------------------------
GENERAL ACCOUNTING PRINCIPLES, continued
-----------------------------
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
During fiscal 1997, the Company adopted SFAS No. 125, Accounting for
Transfer and Servicing of Financial Assets and Extinguishments of
Liabilities ("SFAS No. 125"). SFAS No. 125 provides consistent standards
for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. The adoption of SFAS No. 125 did not
have a material impact on the Company's financial position or results of
operations.
EQUIPMENT LEASING AND SALES
LEASE ACCOUNTING - Statement of Financial Accounting Standards No. 13,
Accounting for Leases, requires that a lessor account for each lease by
either the direct financing, sales-type or operating lease method. Direct
financing and sales-type leases are defined as those leases which transfer
substantially all of the benefits and risks of ownership of the equipment
to the lessee. The Company currently utilizes (i) the direct financing or
the operating lease method for substantially all of the Company's lease
originations and (ii) the sales-type or the operating lease method for
substantially all lease activity for an item of equipment subsequent to the
expiration of the initial lease term. After the origination of a lease, the
Company may engage in financing of lease receivables on a non-recourse
basis (i.e., "non-recourse debt" or "discounted lease rentals") and/or
equipment sale transactions to reduce or recover its investment in the
equipment.
The Company's accounting methods and their financial reporting effects are
described below:
LEASE INCEPTION
DIRECT FINANCING LEASES ("DFLs") - The cost of equipment is recorded as
net investment in DFLs. Residual values are established at lease
inception equal to the estimated value to be received from the
equipment following termination of the initial lease (which in certain
circumstances includes anticipated re-lease proceeds) as determined by
the Company. In estimating such values, the Company considers all
relevant information and circumstances regarding the equipment and the
lessee.
C-34
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
1. Summary of Significant Accounting Policies, continued
------------------------------------------
GENERAL ACCOUNTING PRINCIPLES, continued
-----------------------------
EQUIPMENT LEASING AND SALES, continued
OPERATING LEASES ("OLs") - The cost of equipment is recorded as leased
equipment and is depreciated on a straight-line basis over the lease
term to an amount equal to the estimated residual value at the lease
termination date. Residual values are established at lease inception
equal to the estimated value to be received from the equipment
following termination of the initial lease (which in certain
circumstances includes anticipated re-lease proceeds) as determined by
the Company. In estimating such values, the Company considers all
relevant information and circumstances regarding the equipment and the
lessee.
TRANSACTIONS SUBSEQUENT TO LEASE INCEPTION
NON-RECOURSE DISCOUNTING OF RENTALS - The Company may assign the future
rentals from leases to financial institutions at fixed interest rates
on a non-recourse basis. In return for such assigned future rentals,
the Company receives the discounted value of the rentals in cash. In
the event of default by a lessee, the financial institution has a first
lien on the underlying leased equipment, with no further recourse
against the Company. Cash proceeds from such financings are recorded on
the balance sheet as discounted lease rentals.
SALES TO PRIVATE INVESTORS OF EQUIPMENT UNDER LEASE - The Company may
sell title to leased equipment that in some cases is subject to
existing discounted lease rentals in equipment sale transactions with
third-party investors. In such transactions, the investors obtain
ownership of the equipment as well as rights to equipment rentals. Upon
sale, the Company records equipment sales revenue equal to the sales
price of the equipment which may include a residual interest retained
by the Company (recorded as an asset at present value using an
appropriate interest rate) and records equipment sales cost equal to
the carrying value of the related assets (including remaining
unamortized IDC).
Other accounts arising from private equity sales include:
DISCOUNTED LEASE RENTALS, ETC. - Pursuant to FASB Technical Bulletin
No. 86-2, although private investors and PIFs may acquire the
equipment sold to them by the Company subject to the associated
non-recourse debt (i.e., discounted lease rentals), the debt is not
removed from the balance sheet unless such debt has been legally
assumed by the third-party investors. If not legally assumed, a
corresponding asset ("discounted lease rentals assigned to lenders
arising from equipment sale transactions") is recorded representing
the present value of the end user rentals receivable relating to
such transactions.
C-35
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
1. Summary of Significant Accounting Policies, continued
------------------------------------------
GENERAL ACCOUNTING PRINCIPLES, continued
-----------------------------
EQUIPMENT LEASING AND SALES, continued
TRANSACTIONS SUBSEQUENT TO INITIAL LEASE TERMINATION
After the initial term of equipment under lease expires, the equipment
is either sold or re-leased. When the equipment is sold, the remaining
net book value of equipment sold is removed and gain or loss recorded.
When the equipment is re-leased, the Company utilizes the sales-type
method (described below) or the OL method (described above).
Sales-type Leases
-----------------
The excess of the present value of (i) future rentals and (ii) the
estimated residual value (collectively, "the net investment") over the
carrying value of the equipment subject to the sales-type lease is
reflected in operations at the inception of the lease. Thereafter, the
net investment is accounted for as a DFL, as described above.
ALLOWANCE FOR LOSSES
An allowance for losses is maintained at levels determined by management to
adequately provide for any other than temporary declines in asset values.
In determining losses, economic conditions, the activity in used equipment
markets, the effect of actions by equipment manufacturers, the financial
condition of lessees, the expected courses of action by lessees with regard
to leased equipment at termination of the initial lease term, and other
factors which management believes are relevant, are considered.
Recoverability of an asset value is measured by a comparison of the
carrying amount of the asset to future net cash flows expected to be
generated by the asset. If a loss is indicated, the loss to be recognized
is measured by the amount by which the carrying amount of the asset exceeds
the fair value of the asset. Asset chargeoffs are recorded upon the
termination or remarketing of the underlying assets. Assets are reviewed
quarterly to determine the adequacy of the allowance for losses.
The Company evaluates the realizability of the carrying value of its
investment in its PIFs based upon all estimated future cash flows from the
PIFs. As a result of such analyses, certain distributions have been
accounted for as a recovery of cost instead of income.
C-36
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
2. Residual Values Arising from Equipment Under Lease Sold to Private
---------------------------------------------------------------------------
Investors
---------
As of May 31, 1997, the equipment types for which the Company recorded the
present value of the estimated residual values arising from sales of
equipment under lease to private investors were (in thousands):
Description 1997
----------- ------
Material handling $1,869
Furniture and fixtures 1,220
Mining and manufacturing 881
Aircraft 160
Other miscellaneous equipment 204
------
Total equipment residuals $4,334
======
Residual values arising from equipment under lease sold to private
investors were net of an allowance for losses of $157,000 as of May 31,
1997.
In certain sale transactions, the Company agreed to hold backs related to
the lessee's performance. Pursuant to such agreements, a portion of the
sales proceeds was placed in an interest-bearing escrow account until such
time as the performance objectives are met. Escrowed amounts related to
these transactions were $642,000 at May 31, 1997, and are included in other
assets in the accompanying consolidated balance sheet.
During fiscal year 1997, the Company received two promissory notes in
connection with the settlement of litigation, which are also included in
other assets in the accompanying consolidated balance sheets. The carrying
values of these notes were $719,000 at May 31, 1997.
Future payments from the sale proceeds hold backs and promissory notes are
as follows (in thousands):
Years ending Sales Proceeds Promissory
May 31, Hold Backs Notes
------------ -------------- ----------
1998 $ 42 $ 644
1999 28 483
2000 730 85
2001 - 661
2002 - 165
------- --------
Total payments 800 2,038
Less future interest income (158) (1,319)
------- --------
Carrying value at May 31, 1997 $ 642 $ 719
======= ========
C-37
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
3. Net Investment in DFLs
----------------------
The components of the Company's net investment in DFLs as of May 31, 1997
were (in thousands):
1997
-------
Minimum lease payments receivable $ 8,133
Estimated residual values 692
IDC 72
Less unearned income (1,197)
-------
$ 7,700
=======
4. Leased Equipment, net
---------------------
The Company's investment in equipment under OLs, by major classes, as of
May 31, 1997 were (in thousands):
1997
-------
Material handling equipment $ 25,083
Computer equipments and peripheral Computer equipment 21,776
Other technology and communication equipment 21,701
Furniture and fixtures 7,227
Other 4,885
Aircraft 1,327
IDC 831
--------
82,830
Less accumulated depreciation (10,680)
Less allowance for losses (707)
--------
$ 71,443
========
C-38
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
5. Future Minimum Lease Payments
-----------------------------
Future minimum lease payments receivable from noncancelable leases on
equipment owned by the Company as of May 31, 1997, are as follows (in
thousands):
Years Ending May 31, DFLs OLs
-------------------- ------- --------
1998 $ 3,297 $ 20,566
1999 2,663 18,345
2000 1,683 13,619
2001 284 9,142
2002 105 7,569
Thereafter 101 1,991
------- --------
$ 8,133 $ 71,232
======= ========
6. Significant Customer and Concentration of Credit Risk
-----------------------------------------------------
During fiscal year 1997 and 1996, payments from one lessee accounted for
13% and 11%, respectively, of total leasing revenue. In addition, other
equipment sales revenue related to equipment leased to that lessee
accounted for 77% and 88% of total other equipment sales revenue during
fiscal years 1997 and 1996, respectively. No lessee accounted for 10% or
more of the Company's revenues in fiscal year 1995.
The Company leases various types of equipment to companies in diverse
industries throughout the United States. To minimize credit risk, the
Company generally leases equipment to (i) companies that have a credit
rating of not less than Baa as determined by Moody's Investor Services,
Inc., or comparable credit ratings as determined by other recognized credit
rating services, or (ii) companies, which although not rated by a
recognized credit rating service or rated below Baa, are believed by the
Company to be sufficiently creditworthy to satisfy the financial
obligations under the lease. At May 31, 1997, substantially all equipment
under OLs and DFLs owned by the Company was leased to companies meeting the
above credit criteria.
7. Discounted Lease Rentals
------------------------
Discounted lease rentals outstanding at May 31, 1997 bear interest at rates
between 5% to 15% with a weighted average rate of 8.8%. Aggregate
maturities of such non-recourse obligations are (in thousands):
Years Ending May 31:
1998 $ 33,418
1999 21,024
2000 6,711
2001 313
--------
$ 61,466
========
C-39
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
8. Recourse Bank Debt
------------------
The Company extended its recourse bank debt and revolving credit facilities
(the "Bank Facility") on November 27, 1996. The lender group currently
consists of Norwest Bank Colorado, National Association, Agent, Norwest
Equipment Finance, Inc., Collateral Agent, The Sumitomo Bank, Limited and
The First National Bank of Boston. The Borrower under the Bank Facility is
Capital Associates International, Inc. ("CAII"), a wholly-owned subsidiary
of the Company.
The Bank Facility consists of three components, a term loan facility (the
"Term Loan"), a revolving working capital credit facility (the "Working
Capital Facility") and a revolving warehousing credit facility (the
"Warehouse Facility"). The principal terms of the three facilities are as
follows (in thousands):
<TABLE>
<CAPTION>
Working Capital Total
Term Loan Facility Warehouse Facility Borrowings
------------------- ----------------- ------------------ ----------
<S> <C> <C> <C> <C>
Maturity Date November 30, 1997 November 30, 1997 November 30, 1997 N/A
Maximum amount N/A $ 7,500 Lesser of $ 22,805 N/A
or borrowing base
Borrowings at May 31, 1997 $ 2,167 - $ 18,545 $ 20,712
======= ------- ======== ========
Potential availability
at May 31, 1997 N/A $ 7,500 $ - $ 7,500
======= ======= ======== ========
Borrowings at May 31, 1996 $ 6,500 $ - $ 11,038 $ 17,538
======= ======= ======== ========
Interest rate at May 31, 1997 Prime* plus .75% Prime* plus .75% Prime* plus .50%
</TABLE>
* Agent's Prime at May 31, 1997 was 8.25%.
The Bank Facility (1) is collateralized by all of CAII's assets and (2) is
senior, in order of priority, to all of CAII's indebtedness, subject to
certain limited exceptions. The Company and certain of the Company's and
CAII's subsidiaries have guaranteed CAII's obligations under the Bank
Facility and have pledged all of their assets, with limited exceptions, to
collateralize their guarantees. The Bank Facility restricts CAII's ability
to pay dividends or loan or advance funds to the Company.
As of May 31, 1997, the Company was in compliance with the terms of the
Bank Facility.
C-40
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
9. Related Parties
---------------
PIFs:
The Company sponsors or co-sponsors seven PIFs (five of which purchased
equipment under lease from the Company during fiscal year 1997). The
Company, through its PIF general partner subsidiaries, acts as either a
general partner or co-general partner of each PIF for which it receives
general partner distributions and management fees. The Company, through
CAII, also acts as the Class B limited partner of each PIF for which it
receives Class B limited partner distributions. The Class B limited partner
is required to make subordinated limited partnership investments in the
PIFs. The Class B limited partner has a maximum remaining obligation to
make further cash contributions of approximately $0.2 million, relating
solely to CPYF IV.
10. Income Taxes
------------
Significant components of the Company's deferred tax liabilities and assets
as of May 31, 1997 were as follows (in thousands):
<TABLE>
<CAPTION>
1997
---------
<S> <C>
Deferred income tax liabilities:
Direct finance leases accounted for as operating leases
for income tax purposes, and equipment depreciation
for tax purposes in excess of financial reporting depreciation $ -
Residual values and other receivables arising from equipment
under lease sold to private investors recognized for financial
reporting purposes, but not for tax reporting purposes 1,700
---------
Total deferred income tax liabilities 1,700
---------
Deferred income tax assets:
Other assets and liabilities, net 600
Investment tax credit carryforwards 1,300
AMT credit carryforwards 3,300
---------
Total deferred income tax assets 5,200
Valuation allowance for deferred income tax assets (1,200)
---------
Net deferred income tax assets 4,000
---------
Net deferred income tax asset $ 2,300
=========
</TABLE>
The Company has established a valuation allowance for deferred taxes due to
the uncertainty that the full amount of the ITC carryforward will be
utilized prior to expiration. The Company believes that it is more likely
than not that the results of future operations will generate sufficient
taxable income to realize the remaining deferred tax assets.
C-41
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
10. Income Taxes, continued
------------
At May 31, 1997, the Company has an ITC carryforward of $1.3 million, which
expires from 1998 through 2001, and AMT credits of $3.3 million. Under
present federal tax law, AMT credits may be carried forward indefinitely
and may be utilized to reduce regular tax liability to an amount equal to
AMT liability. Due to a change in control, provisions of the Internal
Revenue Code limit the annual future ITC carryforward and AMT credit
carryforward utilization to approximately $300,000 per year.
11. Common and Preferred Stock
--------------------------
The Company has authority to issue 2,500,000 shares of preferred stock at
$0.008 par value. At May 31, 1997, no shares of preferred stock had been
issued.
12. Stock Options
-------------
The Company has a qualified incentive stock option plan whereby stock
options may be granted to employees to purchase shares of the Company's
common stock at prices equal to the market price of the Company's stock on
date of grant. The Company has a non-qualified plan covering all directors
except the CEO. Common stock received through the exercise of qualified
incentive stock options which are sold by the optionee within two years of
grant or one year of exercise result in a tax deduction for the Company
equivalent to the taxable gain recognized by the optionee.
During July 1996, the Company purchased 104,000 outstanding options issued
to non-employees at a cost to the Company of $138,000, which was equal to
the difference of $2.45 and the exercise price of each option purchased.
The cost was reflected as a charge to additional paid-in capital in the
accompanying May 31, 1997 consolidated balance sheet.
The Company applies APB Opinion No. 25 in accounting for its stock option
plans. Accordingly and since the Company awards stock options at fair
market value, no compensation cost has been recognized for its stock
options in the financial statements.
C-42
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
12. Stock Options, continued
-------------
Additional information on shares subject to options is as follows:
1997
---------------------------------
Number of Weighted-average
options exercise price
----------- ----------------
Outstanding at beginning of year 693,000 $ 1.23
Granted 90,000 2.88
Exercised (19,000) .81
Purchased (104,000) 1.13
Forfeited (11,000) 2.10
----------
Outstanding at the end of the year 649,000 1.47
==========
Options exercisable at year-end 606,000
Weighted-average fair value of options
granted during the year $ 2.35
The following table summarizes information about stock options outstanding
at May 31, 1997:
Options outstanding Options exercisable
--------------------------------- -------------------
Weighted-
average Weighted Weighted
Number remaining average Number average
Range of of contractual exercise of exercise
exercise prices options life price options price
--------------- ------- ----------- -------- ------- --------
$ 0.01 - $ 1.00 128,000 4.5 years $ 0.71 128,000 $ 0.71
$ 1.01 - $ 2.00 375,000 5.0 years 1.29 373,000 1.29
$ 2.01 - $ 3.00 146,000 8.0 years 2.62 105,000 2.48
------- -------
649,000 5.5 years 1.47 606,000 1.37
======= =======
C-43
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
13. Legal Proceedings
-----------------
The Company is involved in the following legal proceedings:
a. The Company is involved in certain arbitration proceedings pursuant to
the requirements of the National Association of Securities Dealers
("NASD"), representing three claims against CAI Securities
Corporation, a wholly owned subsidiary of the Company. All three
claims allege breach of fiduciary duty, breach of contract, negligence
and misrepresentation with regard to the sale of limited partnership
units in Leastec Income Fund V ("LIFV"), a limited partnership whose
general partner is an affiliate of the Company. The three claims
involve investments in LIFV of approximately $625,000 and seek damages
of $838,000 and special punitive and exemplary damages (one claim
specifies $1,500,000 in such damages while the other two claims do not
specify an amount). All three claims have been brought by the same
company on behalf of three investors. Management has been of the
belief that it has good and substantial defenses against these claims
and that the Company's subsidiary will prevail. In July 1997, one of
the cases, seeking $500,000 in damages and $1,500,000 in punitive
damages, was heard by an NASD arbitration panel and that arbitration
panel has now determined that there was no breach of fiduciary duty,
no breach of contract, no negligence and no misrepresentation with
regard to the sale of limited partnership units of LIFV and the
subsequent financial reporting thereof and that no award is due the
claimant under any of his claims. The claimant was assessed $7,300 in
forum fees by the NASD for the arbitration proceeding.
b. The Company is involved in other routine legal proceedings incidental
to the conduct of its business. Management believes that none of these
legal proceedings will have a material adverse effect on the financial
condition or operations of the Company
14. Commitments
-----------
The Company leases office space under long-term and short-term
non-cancelable operating leases. The leases contain renewal options and
provide for annual escalation for utilities, taxes and service costs.
Minimum future rental payments required by such leases are as follows (in
thousands):
Year Ending May 31,
1998 $ 452
1999 395
2000 367
-------
$ 1,214
=======
C-44
<PAGE>
CAPITAL ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED BALANCE SHEET
15. Disclosures about Fair Value of Financial Instruments
-----------------------------------------------------
The following disclosure of the estimated fair value of financial
instruments was made in accordance with Statements of Financial Standards
No. 107 ("SFAS No. 107"), Disclosures about Fair Value of Financial
Instruments. SFAS No. 107 specifically excludes certain items from its
disclosure requirements such as the Company's investment in leased assets.
Accordingly, the aggregate fair value amounts presented are not intended to
represent the underlying value of the net assets of the Company.
The carrying amounts at May 31, 1997 for cash and cash equivalents,
accounts receivable, recourse bank debt, accounts payable-equipment
purchases and accounts payable and other liabilities approximate their fair
values due to the short maturity of these instruments, or because the
related interest rates approximate current market rates.
As of May 31, 1997, discounted lease rentals and discounted lease rentals
assigned to lenders arising from equipment sale transactions of $61,466,000
and $41,845,000, respectively, have fair values of $57,817,000 and
$39,361,000, respectively. The fair values were estimated utilizing market
rates of comparable debt having similar maturities and credit quality as of
May 31, 1997.
C-45
<PAGE>
EXHIBIT D
PRIOR PERFORMANCE TABLES
The following unaudited Tables update certain information relating to the six
prior public programs sponsored by CAI. See "PERFORMANCE OF PRIOR INVESTMENT
PROGRAMS" in the text of the Prospectus and Exhibit B to the Prospectus for
earlier information about such programs. All of the six prior public programs
were structured as limited partnerships, purchased a diversified portfolio of
equipment subject to Triple Net Leases to the end users of such equipment,
reinvested substantial portions of cash from operations by purchasing additional
equipment subject to Triple Net Leases and expect to liquidate their portfolios
and make liquidating distributions to investors within eight years of the date
their respective offering period is terminated. Thus, they have investment
objectives similar to those of the Partnership.
The Tables consist of:
TABLE I EXPERIENCE IN RAISING AND INVESTING FUNDS: Presents general
information relating to prior partnerships.
TABLE II COMPENSATION TO GENERAL PARTNER AND AFFILIATES: Summarizes
compensation paid in connection with prior partnerships.
TABLE III ANNUAL OPERATING RESULTS: Summarizes certain operating results for
the last five years for each prior partnership.
TABLE IV SALES OR DISPOSITIONS OF EQUIPMENT BY PRIOR PUBLIC PROGRAMS:
Summarizes sales proceeds, profit or loss and holding periods for
equipment sold.
TABLE V HISTORIC CASH DISTRIBUTIONS: Presents annual gross cash
distributions for each prior partnership.
TABLE VI HISTORIC TAXABLE GAIN (LOSS): Presents gross annual taxable gain
(loss) for each prior partnership.
TABLE VII INFORMATION REGARDING PRIOR PROGRAM LESSEES: Lists names of
Lessees and distribution of equipment by industry.
PURCHASERS OF UNITS WILL HAVE NO OWNERSHIP INTEREST IN THE INVESTMENTS DESCRIBED
IN THE FOLLOWING TABLES. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE INCLUSION
OF THIS INFORMATION AS INDICATIVE OF THE POSSIBLE OPERATIONS OF THE PARTNERSHIP.
D-1
<PAGE>
<TABLE>
<CAPTION>
TABLE I
Experience in Raising and Investing Funds
(on a Percentage Basis)(1)<F1>
(Unaudited)
As of June 30, 1997
Page 1 of 2
Leastec PaineWebber Capital Capital
Income Fund Northstar Preferred Preferred Preferred
V Income Fund I Yield Fund (2)<F2> Yield Fund Yield Fund II
--------------- ------------------- --------------- ------------------- ------------------
<S> <C> <C> <C> <C> <C>
Dollar Amount Offered $55,000,000 $150,000,000 $75,000,000 $100,000,000 $65,000,000
Dollar Amount Raised (100%) $50,368,000 $52,401,000 $71,064,000 $ 63,660,750 $33,943,500
Less Offering Expenses:
Selling Commissions 10.00% 10.00% 9.70% 10.00% 10.00%
Retained by Affiliates 0.00% 0.00% 0.00% 0.00% 0.00%
Organizational Expenses 0.26% 0.00% 0.00% 0.00% 0.00%
Offering Expenses 4.74% 3.00%(3)<F3> 3.00%(3)<F3> 3.14%(3)<F3> 4.37%(3)
<F3>
Reserves 0.00% 1.00% 0.25% 0.00% 1.00%
----- ----- ----- ----- -----
Percent Available for Investment 85.00% 86.00% 87.05% 86.86% 84.63%
Acquisition Costs:
Cash Down Payment 81.69% 83.85% 84.87% 83.47% 81.45%
Acquisition Fees 3.31% 2.15% 2.18% 3.39% 3.18%
----- ----- ----- ----- -----
Total Acquisition Cost (4)<F4> 85.00% 86.00% 87.05% 86.86% 84.63%
Percent Leverage (5)<F5> 39.00% 0.00% 0.00% 45.00% 42.89%
Date Offering Began 10/01/87 11/23/88 05/21/90 01/05/90 04/15/92
Length of Offering 24 mos. 6 mos. 11 mos. 24 mos. 24 mos.
Months to Invest 90% of
Amount Available for
Investment (measured from
beginning of offering) 26 mos. 6 mos. 22 mos. 28 mos. 26 mos.
<FN>
<F1>
(1) The percentages are based on the assumption that all fees and expenses of
the offering were paid from the proceeds of the offering and not from the
proceeds of borrowings.
<F2>
(2) As of December 31, 1996
<F3>
(3) Combined Organizational and Offering Expenses.
<F4>
(4) Includes amounts allocated to working capital reserves.
<F5>
(5) Percentage leverage is calculated by dividing the principal amount of
indebtedness by the total cost of the equipment.
</FN>
</TABLE>
D-2
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(on a Percentage Basis)(1)
(Unaudited)
As of June 30, 1997
Page 2 of 2
Capital
Preferred
Yield Fund III
--------------------
Dollar Amount Offered $50,000,000
Dollar Amount Raised (100%) $50,000,000
Less Offering Expenses:
Selling Commissions 10.00%
Retained by Affiliates 0.00%
Organizational Expenses 0.00%
Offering Expenses 4.37%(3)
Reserves 1.00%
-----
Percent Available for Investment 84.63%
Acquisition Costs:
Cash Down Payment 81.82%
Acquisition Fees 2.81%
-----
Total Acquisition Cost (4) 84.63%
Percent Leverage (5) 42.02%
Date Offering Began 04/16/94
Length of Offering 24 mos.
Months to Invest 90% of Amount
Available for Investment (measured
from beginning of offering) 26 mos.
(1) The percentages are based on the assumption that all fees and expenses of
the offering were paid from the proceeds of the offering and not from the
proceeds of borrowings.
(2) As of December 31, 1996
(3) Combined Organizational and Offering Expenses.
(4) Includes amounts allocated to working capital reserves.
(5) Percentage leverage is calculated by dividing the principal amount of
indebtedness by the total cost of the equipment.
D-3
<PAGE>
<TABLE>
<CAPTION>
TABLE II
Compensation to General Partner and Affiliates
(Unaudited)
As of June 30, 1997
Leastec Northstar PaineWebber Capital Capital Capital
Income Income Preferred Preferred Preferred Preferred Other
Fund V Fund I Yield Fund(3)<F3> Yield Fund Yield Fund-II Yield Fund-III Programs
----------- ----------- ----------- ----------- ------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Date offering commenced 10/01/87 11/23/88 5/21/90 1/05/90 4/15/92 4/16/94
Dollar amount raised $50,368,000 $52,401,000 $71,064,000 $ 63,660,750 $33,943,500 $50,000,000 -0-
Amount paid to General Partner
and Affiliates:
Commissions(1)<F1> 5,036,800 5,240,100 6,893,208 6,366,075 3,394,350 5,000,000 -0-
Acquisition fees 3,631,407 1,593,944 2,907,477 5,146,564 2,795,933 2,850,554 -0-
Organization and offering 2,518,400 1,572,030 2,131,920 2,000,061 1,483,994 2,184,603 -0-
expense allowance
Dollar amount of cash generated
from operations before
deducting payments to
General Partner and Affiliates 77,416,544 65,957,080 95,104,756 118,278,119 45,911,637 35,546,634 -0-
Amount paid to General Partner
and Affiliates from operations:
Management fees 4,639,855 2,017,804 3,597,678 6,977,439 1,074,117 771,912 -0-
Reimbursements 1,111,406 735,850 110,673 788,306 471,961 272,719 -0-
Dollar amount of property sales
before deducting payments to
General Partner and Affiliates 12,646,588 12,294,185 11,133,550 17,890,788 4,601,870 3,571,020 -0-
Amount paid to General Partner
and Affiliates from property
sales:
Resale fees -0- -0- -0- -0- -0- -0- -0-
Management fees -0- -0- -0- -0- -0- -0- -0-
Promotional interest (cash
distribution) to
General Partner 2,350,666 2,103,433 3,541,088 2,869,546 161,571 109,731 754,288<F2>
<FN>
<F1>
(1) Affiliates of the sponsor re-allocated $4,153,665; $5,240,100; $6,893,208;
$5,577,777; $2,980,399 and $4,316,003 of commissions to unaffiliated
broker-dealers with respect to Leastec Income Fund V, Northstar Income Fund
I, PaineWebber Preferred Yield Fund, Capital Preferred Yield Fund, Capital
Preferred Yield Fund-II and Capital Preferred Yield Fund-III.
<F2>
(2) Reflects aggregate payments to the sponsor in 1985 through 1993 with
respect to nine other programs.
<F3>
(3) As of December 31, 1996
</FN>
</TABLE>
D-4
<PAGE>
<TABLE>
<CAPTION>
TABLE III
Annual Operating Results
For the Six Months Ended June 30, 1997
(Unaudited)
Page 1 of 4
PaineWebber
Preferred
Leastec Income Fund V Northstar Income Fund I Yield Fund (6)<F6>
------------------------ -------------------------- --------------
1996 1997 1996 1997 1996
<S> <C> <C> <C> <C> <C>
Gross Revenues $2,425,882 $ 686,033 $1,826,527 $ 521,874 $11,757,293
Profit (loss) on sale of properties 525,245 121,950 940,938 91,906 572,568
Less: Operating expenses 466,480 157,127 373,176 140,643 1,421,266
Interest expense 122,830 29,043 -0- -0- 820,851
Depreciation 1,172,100 242,484 1,142,542 290,807 7,116,362
Direct Services from General Partner(s) 66,223 32,744 65,750 30,282 18,750
---------- --------- ----------- ------------- -----------
Net income (loss) 1,123,494 346,585 1,185,997 152,048 2,952,632
Taxable income (loss) 2,036,484 (5)<F5> 1,753,483 (5)<F5> 2,012,679
- from operations 1,214,458 (5)<F5> 806,795 (5)<F5> 951,937
- from gain (loss) on sale 822,026 (5)<F5> 946,688 (5)<F5> 1,060,742
Cash generated (deficiency) from operations 2,546,972 760,919 2,368,893 (101,094) 8,857,119
Cash generated from sales 1,226,238 157,950 2,396,640 173,886 2,343,133
Cash generated from refinancing -0- -0- -0- -0- -0-
---------- --------- ----------- ------------- -----------
Cash generated from operations, sales and
refinancing 3,773,210 918,869 4,765,533 72,792 11,200,252
Less cash distributions to investors:
- from operating cash flows 2,403,187 782,862 4, 038,489 1,489,574 8,547,640
- from sales and refinancing -0- -0- -0- -0-
- from other -0- -0- -0- -0-
--------- --------- ----------- ------------- -----------
Cash generated (deficiency) after cash distributions 1,370,023 136,007 727,044 (1,416,782) 2,652,612
D-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE III
Annual Operating Results
For the Six Months Ended June 30, 1997
(Unaudited)
Page 2 of 4
Capital Preferred Capital Preferred Capital Preferred
Yield Fund Yield Fund-II Yield Fund-III
--------------------------- -------------------------- ---------------------------
1996 1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Gross Revenues $ 9,969,567 $ 3,725,036 $ 10,680,648 $ 5,109,049 $ 17,134,300 $ 9,704,101
Profit (loss) on sale of properties 1,350,258 237,562 189,435 94,620 110,831 908,899
Less: Operating expenses 2,263,507 639,904 1,471,396 440,080 705,819 377,489
Interest expense 591,457 125,223 1,151,707 512,666 1,785,640 826,686
Depreciation 6,124,604 1,944,767 7,856,952 3,869,628 12,585,981 7,194,029
Direct Services from General
Partner(s) 101,145 84,149 158,770 54,728 93,690 48,556
----------- ----------- ------------ ----------- ------------ ------------
Net income (loss) 2,239,112 1,168,555 231,258 326,567 2,074,001 2,166,240
Taxable income (loss) 1,193,887 (5)<F5> 643,311 (5)<F5>(1,675,210) (5)<F5>
- from operations 2,424,935 (5)<F5> 830,977 (5)<F5>(1,810,672) (5)<F5>
- from gain (loss) on sale (1,231,048) (5)<F5> (187,666) (5)<F5> 135,462 (5)<F5>
Cash generated (deficiency) from operations 11,544,754 4,377,732 9,887,732 4,846,593 17,781,264 9,881,741
Cash generated from sales 4,825,150 1,478,046 2,865,442 489,422 454,045 3,116,975
Cash generated from refinancing -0- -0- -0- -0- -0- -0-
----------- ----------- ------------ ----------- ------------- ------------
Cash generated from operations, sales and
refinancing 16,369,904 5,855,778 12,753,174 5,336,015 18,235,309 12,998,716
Less cash distributions to investors:
- from operating cash flows 11,744,201 5,287,568 4,104,137 2,048,303 5,030,230 2,658,663
- from sales and refinancing -0- -0- -0- -0- -0- -0-
- from other -0- -0- -0- -0- -0- -0-
----------- ----------- ------------ ---------- ------------- ------------
Cash generated (deficiency) after cash 4,625,703 568,210 8,649,037 3,287,712 13,205,079 10,340,053
distributions
</TABLE>
D-6
<PAGE>
<TABLE>
<CAPTION>
TABLE III (Continued)
Annual Operating Results
For the Six Months Ended June 30, 1997
(Unaudited)
Page 3 of 4
PaineWebber
Preferred
Leastec Income Fund V Northstar Income Fund I Yield Fund (6)<F6>
------------------------ ------------------------- --------------
1996 1997 1996 1997 1996
<S> <C> <C> <C> <C> <C>
Less Special items (not including sales and
refinancing):
Purchase of equipment -0- -0- -0- -0- 8,649,624
Net change in partnership debt 1,339,784 243,466 -0- -0- 1,585,298
Other (1)<F1> 11,685 -0- -0- -0- (792,092)
--------- -------- -------- ---------- ------------
Cash generated (deficiency) after cash
distributions
and special items 18,554 (107,459) 727,044 (1,416,782) (6,790,218)
Tax & Distribution Data per $1,000
- ----------------------------------
Invested (2)<F2>:
------------
Federal Income Tax Results:
Ordinary income (loss) 41 (5)<F5> 33 (5)<F5> 33
- from operations 22 (5)<F5> 11 (5)<F5> 15
- from recapture 19 (5)<F5> 22 (5)<F5> 18
Capital gain (loss) -3 (5)<F5> -6 (5)<F5> -5
Cash distribution to Investors
Source (on GAAP basis):
- investment income 22.69 6.99 22.63 2.90 41.55
- return of capital 25.85 8.80 54.44 25.52 78.73
Source (on cash basis):
- sales -0- -0- -0- -0- -0-
- refinancing -0- -0- -0- -0- -0-
- operations 48.54 15.79 77.07 28.43 120.28
- other -0- -0- -0- -0- -0-
Original portfolio remaining (3)<F3> 22% 20% -20% -22% 29%
Current portfolio amount as a percentage of 42% 40% 10% 9% 103%
original portfolio (4)<F4>
<FN>
<F1>
(1) Includes increases/decreases to direct finance leases and/or redemption of
capital units.
<F2>
(2) Excludes the units redeemed by the partnership pursuant to the Limited
Partnership Agreement, if any.
<F4>
(3) Original total acquisition cost of original equipment retained, divided by
original total acquisition cost of all original equipment acquired.
<F5>
(4) Current portfolio amount is calculated by dividing original cost of
equipment portfolio at year end by total cost of the original equipment
acquired.
<F5>
(5) To be calculated for the annual period ended December 31, 1997.
<F6>
(6) As of December 31, 1996.
</FN>
</TABLE>
D-7
<PAGE>
<TABLE>
<CAPTION>
TABLE III (Continued)
Annual Operating Results
For the Six Months Ended June 30, 1997
(Unaudited)
Page 4 of 4
Capital Preferred Capital Preferred Capital Preferred
Yield Fund Yield Fund-II Yield Fund-III
-------------------------- ------------------------ ----------------------------
1996 1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Less Special items (not including sales
and refinancing):
Purchase of equipment 1,142,624 -0- 7,887,705 749,703 23,483,867 2,434,938
Net change in partnership debt 5,048,721 1,604,591 842,214 2,560,486 4,794,494 5,804,527
Other (1)<F1> 254,733 15,669 242,985 22,469 (9,097,350) 92,613
---------- ---------- --------- --------- ---------- ---------
Cash generated (deficiency) after cash
distributions and special items (1,820,375) (1,052,050) (323,867) (44,946) (5,975,932) 2,007,975
Tax & Distribution Data per $1,000
- ----------------------------------
Invested (2)<F2>:
------------
Federal Income Tax Results:
Ordinary income (loss) 48 (5)<F5> 35 (5)<F5> -31 (5)<F5>
- from operations 26 (5)<F5> 25 (5)<F5> -35 (5)<F5>
- from recapture 22 (5)<F5> 10 (5)<F5> 4 (5)<F5>
Capital gain (loss) -40 (5)<F5> -16 (5)<F5> -2 (5)<F5>
Cash distribution to Investors Source
(on GAAP basis):
- investment income 35.53 18.56 6.89 9.75 41.76 43.68
- return of capital 150.85 65.44 115.35 51.40 59.52 9.93
Source (on cash basis):
- sales -0- -0- -0- -0- -0- -0-
- refinancing -0- -0- -0- -0- -0- -0-
- operations 186.38 84.00 122.24 61.15 101.28 53.61
- other -0- -0- -0- -0- -0- -0-
Original portfolio remaining (3)<F3> 40% 36% 77% 72% 99% 89%
Current portfolio amount as a
percentage of original portfolio (4)<F4> 71% 67% 101% 98% 142% 137%
<FN>
<F1>
(1) Includes increases/decreases to direct finance leases and/or redemption of
capital units.
<F2>
(2) Excludes the units redeemed by the partnership pursuant to the Limited
Partnership Agreement, if any.
<F3>
(3) Original total acquisition cost of original equipment retained, divided by
original total acquisition cost of all original equipment acquired.
<F4>
(4) Current portfolio amount is calculated by dividing original cost of
equipment portfolio at year end by total cost of the original equipment
acquired.
<F5>
(5) To be calculated for the annual period ended December 31, 1997.
<F6>
(6) As of December 31, 1996
</FN>
D-8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE IV
Sales or Dispositions of Equipment by Prior Public Programs
(Unaudited)
For the Six Months Ended June 30, 1997
Page 1 of 4
The following table sets forth the sales and dispositions of equipment by the
Prior Public Programs on various types of equipment.
Holding Period (4)<F4>
Year Excess GAAP Profit -----------------------
of Net Unrecovered (Deficiency (Loss) on Average Range
Equipment Sales Proceeds (1)<F1> Cost (2)<F2> of Proceeds Sales (3)<F3> Term (mos.) (Months)
--------- ----- ----------- ----------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
LEASTEC INCOME FUND V
- ---------------------
Data Processing Equipment 1996 $ 171,959 $ (8,598) $ 180,557 $ 96,608 60 27 - 92
Furniture & Fixtures 1996 69,464 (65,174) 134,638 0 60 60
Medical Equipment 1996 200,000 118,857 81,143 194,884 45 45
Transportation Equipment 1996 502,500 39,778 462,722 229,973 49 49
Mining Equipment 1996 284,000 (137,626) 421,625 1,500 66 64 - 67
Manufacturing Equipment 1996 316 174,081 (173,765) 281 57 35 - 84
----------- ----------- ----------- -----------
TOTALS $ 1,228,238 $ 121,318 $ 1,106,920 $ 525,245
=========== =========== =========== ===========
Data Processing Equipment 1997 $ 56,530 $ (278,663) $ 335,193 $ 56,530 69 41 - 96
Manufacturing Equipment 1997 101,420 45,323 56,097 54,450 74 54 - 91
----------- ----------- ----------- -----------
TOTALS $ 157,950 $ (233,340) $ 391,290 $ 110,980
=========== =========== =========== ===========
NORTHSTAR INCOME FUND I
- -----------------------
Manufacturing Equipment 1996 $ 1,341,965 $ (737,554) $ 2,079,519 $ 452,931 50 35 - 80
Transportation Equipment 1996 235,000 (247,023) 482,023 171,991 49 41 - 54
Data Processing Equipment 1996 819,675 (558,036) 1,377,711 325,343 63 57 - 80
----------- ----------- ----------- -----------
TOTALS $ 2,396,640 $(1,542,613) $ 3,939,253 $ 950,266
=========== =========== =========== ===========
Manufacturing Equipment 1997 $ 122,418 $ 199,563 $ (77,145) $ 50,425 41 28 - 50
Transportation Equipment 1997 51,467 6,392 45,076 30,341 65 65 - 65
----------- ----------- ----------- -----------
TOTALS $ 173,886 $ 205,955 $ (32,069) $ 80,767
=========== =========== =========== ===========
PAINEWEBBER PREFERRED YIELD FUND
- --------------------------------
Data Processing Equipment 1996 $ 132,940 $ (81,360) $ 214,300 $ 134,267 46 36 - 66
Manufacturing Equipment 1996 1,139,072 (85,765) 1,224,837 326,439 56 24 - 79
Transportation Equipment 1996 74,900 (546) 75,446 33,297 53 53
Office Technology Equipment 1996 50,000 (125,869) 175,869 42,983 66 63 - 69
Furniture & Fixtures 1996 873,142 941,864 (68,723) 0 26 26
Medical Equipment 1996 59,000 (202,391) 261,391 32,517 51 12 - 66
----------- ----------- ----------- -----------
TOTALS $ 2,329,054 $ 445,933 $ 1,883,121 $ 569,502
=========== =========== =========== ===========
D-9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE IV
Sales or Dispositions of Equipment by Prior Public Programs
(Unaudited)
For the Six Months Ended June 30, 1997
Page 2 of 4
Holding Period (4)<F4>
Year Excess GAAP Profit -----------------------
of Net Unrecovered (Deficiency (Loss) on Average Range
Equipment Sales Proceeds (1)<F1> Cost (2)<F2> of Proceeds Sales (3)<F3> Term (mos.) (Months)
--------- ----- ----------- ----------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CAPITAL PREFERRED YIELD FUND
- ----------------------------
Data Processing Equipment 1996 $ 393,218 $ 21,555 $ 371,662 $ 182,502 40 27 - 68
Manufacturing Equipment 1996 3,771,978 282,409 3,489,570 912,656 49 19 - 71
Transportation Equipment 1996 63,299 9,592 53,707 31,550 48 38 - 57
Mining Equipment 1996 125,000 21,944 103,056 0 59 59
Furniture & Fixtures 1996 515,332 (110,930) 626,262 267,228 57 24 - 70
Medical 1996 0 (30,544) 30,544 0 66 66
----------- ----------- ----------- -----------
TOTALS $ 4,868,827 ($ 194,026) $ 4,674,801 $ 1,393,936
=========== =========== =========== ===========
Data Processing Equipment 1997 $ 236,547 $ (82,811) $ 319,358 $ 76,281 38 37 - 72
Manufacturing Equipment 1997 1,167,443 719,620 447,823 134,649 58 9 - 83
Transportation Equipment 1997 24,826 (70,561) 95,388 23,187 65 65
Mining Equipment 1997 14,000 4,235 9,765 6,488 75 75
Furniture & Fixtures 1997 27,230 (137,369) 164,599 (5,602) 82 79 - 85
Medical 1997 8,000 (1,924) 9,924 (14,493) 60 60
----------- ----------- ----------- -----------
TOTALS $ 1,478,046 $ 431,190 $ 1,046,856 $ 220,511
=========== =========== =========== ===========
CAPITAL PREFERRED YIELD FUND II
- -------------------------------
Data Processing Equipment 1996 $ 804,414 $ 2,558,463 $(1,754,049) $ 58,458 33 22 - 44
Manufacturing Equipment 1996 551,300 141,853 409,447 4,760 36 35 - 38
Furniture & Fixtures 1996 889,990 8,752 881,239 7,132 36 26 - 43
Transportation Equipment 1996 336,738 158,314 178,423 104,523 26 26
Medical Equipment 1996 283,000 113,251 169,749 15,009 38 37 - 38
----------- ----------- ----------- -----------
TOTALS $ 2,865,442 $ 2,980,634 $ (115,192) $ 189,883
=========== =========== =========== ===========
Data Processing Equipment 1997 $ 144,612 $ (75,958) $ 220,570 $ 15,670 34 23 - 43
Manufacturing Equipment 1997 322,410 118,719 203,691 (24,615) 38 32 - 49
Furniture & Fixtures 1997 22,400 7,741 14,659 (3,106) 7 7 - 7
----------- ----------- ----------- -----------
TOTALS $ 489,422 $ 50,502 $ 438,920 $ (12,051)
=========== =========== =========== ===========
D-10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE IV
Sales or Dispositions of Equipment by Prior Public Programs
(Unaudited)
For the Six Months Ended June 30, 1997
Page 3 of 4
Holding Period (4)<F4>
Year Excess GAAP Profit -----------------------
of Net Unrecovered (Deficiency (Loss) on Average Range
Equipment Sales Proceeds (1)<F1> Cost (2)<F2>of Proceeds Sales (3)<F3> Term (mos.) (Months)
--------- ----- ----------- ----------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CAPITAL PREFERRED YIELD FUND III
- --------------------------------
Manufacturing Equipment 1996 $ 53,730 $ 187,328 $ (133,598) $ 0 21 21 - 22
Transportation Equipment 1996 311,123 215,873 95,251 93,520 15 15
Furniture and Fixtures 1996 77,795 62,714 15,081 9,833 11 11
Data Processing Equipment 1996 11,397 5,530 5,867 7,478 12 12
----------- ----------- ----------- -----------
TOTALS $ 454,045 $ 471,445 $ (17,399) $ 110,831
=========== =========== =========== ===========
Manufacturing Equipment 1997 $ 1,432,330 $ 876,989 $ 555,341 $ 449,477 23 4 - 35
Transportation Equipment 1997 14,135 16,053 (1,918) (2,665) 12 12
Furniture and Fixtures 1997 68,662 157,446 (88,783) 24,245 16 9 - 23
Mining Equipment 1997 1,004,320 528,564 475,756 396,603 24 22 - 26
Data Processing Equipment 1997 597,528 63,083 534,445 28,062 20 18 - 22
----------- ----------- ----------- -----------
TOTALS $ 3,116,975 $ 1,642,135 $ 1,474,841 $ 895,722
=========== =========== =========== ===========
<FN>
<F1>
(1) Proceeds received at disposition, net of direct selling cost.
<F2>
(2) Original equipment investment less rents received from operations.
<F3>
(3) Net proceeds received at disposition less the net book value of the
equipment at time of disposition.
<F4>
(4) Holding Period is the number of months the assets are owned by the
Partnership. This is expressed as the average period for assets sold and
the range from shortest to longest period for assets sold.
</FN>
D-11
</TABLE>
<PAGE>
TABLE IV
Sales or Dispositions of Equipment by Prior Public Programs
(Unaudited)
For the Six Months Ended June 30, 1997
Page 4 of 4
The following table sets forth the total annual ordinary and capital gains
from the sales and disposition of equipment by the Prior Public Programs.
Ordinary Capital
Gain/(Loss) Gain/(Loss)
------------ -----------
Leastec Income Fund V
1996 . . . . . . . . . . . . . . . . $ 822,026 $ 0
1997 . . . . . . . . . . . . . . . . (1) (1)
Northstar Income Fund I
1996 . . . . . . . . . . . . . . . . $ 946,688 $ 0
1997 . . . . . . . . . . . . . . . . (1) (1)
PaineWebber Preferred Yield Fund
1996 . . . . . . . . . . . . . . . . $ 1,060,742 $ 0
1997 . . . . . . . . . . . . . . . . (1) (1)
Capital Preferred Yield Fund
1996 . . . . . . . . . . . . . . . . $ (1,231,048) $ 0
1997 . . . . . . . . . . . . . . . . (1) (1)
Capital Preferred Yield Fund-II
1996 . . . . . . . . . . . . . . . . $ (187,666) $ 0
1997 . . . . . . . . . . . . . . . . (1) (1)
Capital Preferred Yield Fund-III
1996 . . . . . . . . . . . . . . . . $ 135,462 $ 0
1997 . . . . . . . . . . . . . . . . (1) (1)
(1) To be calculated for the annual period ended December 31, 1997.
D-12
<PAGE>
TABLE V
Historic Cash Distributions
(Unaudited)
For the Six Months Ended June 30, 1997
Page 1 of 4
LEASTEC INCOME FUND V
- ---------------------
Class A Class B
General Partner(s) Limited Partners Limited Partners Total
------------------ ---------------- ---------------- ------------
1996 $ 122,105 $ 2,320,000 $ -0- $ 2,442,105
1997 $ 34,737 $ 660,000 $ -0- $ 694,737
NORTHSTAR INCOME FUND I
- -----------------------
Class A Class B
General Partner(s) Limited Partners Limited Partners Total
------------------ ---------------- ---------------- ------------
1996 $ 157,559 $ 4,112,842 $ 231,276 $ 4,501,676
1997 $ 14,662 $ 387,463 $ 16,780 $ 418,905
PAINEWEBBER PREFERRED YIELD FUND (as of December 31, 1996)
- --------------------------------
Class A Class B
General Partner(s) Limited Partners Limited Partners Total
------------------ ---------------- ---------------- ------------
1996 $ 525,812 $ 9,118,932 $ 871,487 $ 10,516,231
CAPITAL PREFERRED YIELD FUND
- ----------------------------
Class A Class B
General Partner(s) Limited Partners Limited Partners Total
------------------ ---------------- ---------------- ------------
1996 $ 544,780 $ 10,960,526 $ 600,923 $ 12,106,229
1997 $ 217,952 $ 4,320,681 $ 304,634 $ 4,843,268
CAPITAL PREFERRED YIELD FUND-II
- -------------------------------
Class A Class B
General Partner(s) Limited Partners Limited Partners Total
------------------ ---------------- ---------------- ------------
1996 $ 41,018 $ 4,024,490 $ 36,300 $ 4,101,808
1997 $ 20,483 $ 2,009,670 $ 18,150 $ 2,048,303
CAPITAL PREFERRED YIELD FUND-III
- --------------------------------
Class A Class B
General Partner(s) Limited Partners Limited Partners Total
------------------ ---------------- ---------------- ------------
1996 $ 51,487 $ 5,052,804 $ 50,389 $ 5,154,680
1997 $ 26,582 $ 2,605,349 $ 26,250 $ 2,658,181
D-13
<PAGE>
TABLE V
Historic Cash Distributions
(Unaudited)
For the Six Months Ended June 30, 1997
Page 2 of 4
The following tables compare the distributions paid, income or loss allocated
for tax purposes and cumulative income/loss for tax purposes for a $10,000
investment in each of the funds listed below, assuming that such investment was
made on the investment date indicated in parenthesis in the heading for each
table. Tax losses allocated for a particular year are carried forward and may
shelter tax income generated in subsequent years.
Leastec Income Fund V (11/16/87)
--------------------------------------------------------------
Distributions Income/ Cumulative
Paid Loss Income/Loss
------------- ------------ ------------
1987 $ 138.63 $ (291.94) $ (291.94)
1988 1,150.52 (1,831.75) (2,123.69)
1989 1,200.02 0 (2,123.69)
1990 1,200.01 (350.29) (2,473.98)
1991 1,300.00 175.55 (2,298.43)
1992 1,400.04 504.37 (1,794.06)
1993 1,500.00 211.64 (1,582.42)
1994 1,046.31 1,026.97 (555.45)
1995 344.70 1,202.92 647.47
1996 468.00 381.00 1,028.00
1997 (1) (1) (1)
Northstar Income Fund (12/08/88)
--------------------------------------------------------------
Distributions Income/ Cumulative
Paid Loss Income/Loss
------------- ------------ ------------
1987 $ 0 $ 0 $ 0
1988 0 0 0
1989 1,380.56 83.74 83.74
1990 1,493.41 (282.96) (199.22)
1991 1,769.38 258.68 59.46
1992 1,400.00 488.24 547.70
1993 1,400.00 295.33 843.03
1994 1,407.66 410.75 1,253.78
1995 859.53 377.59 1,631.37
1996 785.00 274.00 1,905.00
1997 (1) (1) (1)
D-14
<PAGE>
TABLE V
Historic Cash Distributions
(Unaudited)
For the Six Months Ended June 30, 1997
Page 3 of 4
PaineWebber Preferred Yield Fund
--------------------------------------------------------------
Distributions Income/ Cumulative
Paid Loss Income/Loss
------------- ------------ ------------
1990 $ 735.33 $ (377.00) $ (377.00)
1991 1,398.75 (296.00) (673.00)
1992 1,400.00 257.00 (416.00)
1993 1,400.00 317.00 99.00
1994 1,400.00 134.00 35.00
1995 1,400.00 1,838.00 1,873.00
1996 1,400.00 276.00 2,149.00
1997 (1) (1) (1)
Capital Preferred Yield Fund (01/24/90)
--------------------------------------------------------------
Distributions Income/ Cumulative
Paid Loss Income/Loss
------------- ------------ ------------
1990 $ 1,029.03 $ (1,825.54) $ (1,825.54)
1991 1,200.01 (192.71) (2,018.25)
1992 1,200.01 1,373.04 (645.21)
1993 1,291.50 1,110.59 465.38
1994 1,299.99 92.81 558.19
1995 1,299.99 844.30 1,402.49
1996 1,736.00 82.00 1,484.00
1997 (1) (1) (1)
Capital Preferred Yield Fund-II (05/04/92)
--------------------------------------------------------------
Distributions Income/ Cumulative
Paid Loss Income/Loss
------------- ------------ ------------
1990 $ 0 $ 0 $ 0
1991 0 0 0
1992 662.29 158.21 158,21
1993 1,200.00 (1,661.33) (1,503.12)
1994 1,200.00 (572.78) (2,075.90)
1995 1,200.00 320.09 (1,755.81)
1996 1,200.00 197.00 (1,559.00)
1997 (1) (1) (1)
D-15
<PAGE>
TABLE V
Historic Cash Distributions
(Unaudited)
For the Six Months Ended June 30, 1997
Page 4 of 4
Capital Preferred Yield Fund-III (04/29/94)
--------------------------------------------------------------
Distributions Income/ Cumulative
Paid Loss Income/Loss
------------- ------------ ------------
1994 $ 612.50 $ (753.87) $ (753.87)
1995 1,050.00 (961.60) (1,715.47)
1996 1,050.00 (334.00) (2,049.00)
1997 (1) (1) (1)
(1)To be calculated for the annual period ended December 31, 1997.
D-16
<PAGE>
<TABLE>
<CAPTION>
TABLE VI
Historic Taxable Gain (Loss)
(Unaudited)
Typically, the Partnerships have generated taxable losses to be allocated to
their partners during the first two years of operations. After that taxable
income is allocated to the partners annually.
PaineWebber Capital Capital Capital
Leastec Northstar Preferred Preferred Preferred Preferred
Date Income Fund V Income Fund I Yield Fund Yield Fund Yield Fund-II Yield Fund-III
- ---- ------------- ------------- ----------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
1996 $ 2,036,484 $ 1,753,483 $ 2,012,679 $ 1,193,887 $ 643,311 $ (1,675,210)
1997 (1)<F1> (1)<F1> (1)<F1> (1)<F1> (1)<F1> (1)<F1>
<FN>
<F1> (1) To be calculated for the annual period ended December 31, 1997.
</FN>
</TABLE>
D-17
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 1 of 10
The following is a list of all lessees of equipment owned by Capital Preferred
Yield Fund as of June 30, 1997:
AMPCO Pittsburgh Dow Chemical
AO Smith Corp. Dun & Bradstreet
Addington E I Dupont
Aetna Life Embrex
Air National Guard Empire Blue Cross
Alliant Techsystems Exel Logistics
Allied Signal FMC Corp.
Ambrose Federal Paper Board
American Freightways Financial News Network
Anchor Glass First Bank of Illinois
Apache Corporation Ford Motor Company
Apple River Hospital Fourth Financial Corp.
Aristech Chemical Fred Meyer
Avon GE (Aero)
BSE Management GE (Transport)
Ball Corp. GM Powertrain
Bartow Memorial Hospital General Electric
BioSafe, Inc. General Felt
Boeing Computer equipment General Motors Corp.
Boston University Georgia Power
Branham & Baker Coal Glamis Gold
Cablec Corporation Goodyear
Carrier Corp. Gottschalks, Inc.
Chambers Development Gould, Inc.
Chrysler Corp. HM Investment
Citibank N.A. HP Casino Management
Commercial Union Insurance HP, Inc.
Community General Hospital Hamline University
Compression Labs Hartford Fire
Computer equipment Science Hartz Foods
Con Agra Helvetia Coal
Conner Peripherals Henry General Hospital
Consolidated Diesel Hoyle, Morris & Kerr
Costain Coal Hughes Aircraft
Cyprus Tonopah Mining Hughes Network
Danskin, Inc. Hyplains Beef
Door County Hospital IBM
D-18
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 2 of 10
ICF Phoenix Mutual
ICI Americas Plasma Quest
ITO Corp. of Baltimore Prudential
International Rectifier Quaker Fabric
Isomedix Quality Products
Jamesway Corp. Ralph's Grocery
Kaiser Cement Reliance Insurance
Key Services Rorer Group
Kimberly-Clark Rose Acres Farm
Kraft Sarif, Inc.
LAM Research Savannah Electric
LSI Logic Schneider National
Lakeview Hospital Science Applications
Lever Brothers Sears Technology
Lockheed Shareholder Services
Louisiana Workers Comp. Shell Mining
Marriott Sigma Designs
Marshalls Skywest Airlines
Maryland Casualty Smitty's Super Valu
Maxtor Corp. Springfield Sugar & Products
McCray Memorial Southern Pacific Trans
Miami Dade Southwest Health Center
Miltope Southwest Health Center
Motorola Spring Arbor
National Recovery Standish Community
Neenah Foundry Stater Brothers
Niagara Mohawk Stress Management
Norcross Footwear TRW
North American Chemical The Company Store
Norton Company Thompson Pipe & Steel
Occidental Chemical Thomson Saginaw
Otis Elevator Timken Company
Pentagon Systems Tokos
Phillips Petroleum Triad International
D-19
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 3 of 10
Tyler Corp. Wayne Farms
US Navy Western Digital
United Tech Wharf Resources
United Track (Wembley) Williamsport Hospital
United Waste Wisconsin Packaging
USS/Kobe Steel Woodward & Lothrup
Valley Camp Coal Xerox
Wagner College
The percentage breakdown by the industry of equipment owned and leased by
Capital Preferred Yield Fund as of June 30, 1997:
Above ground mining 2.36 Medical 2.00
Agriculture/food process 2.99 Manufacturing - other 2.70
Banking 0.23 Miscellaneous packaging 0.73
Below ground mining 5.30 Modular 1.14
Boot manufacturing 0.49 Networking equipment 0.54
CPU'S - DEC 4.45 Office automation 1.23
CPU'S - IBM 3.62 PBX Systems 3.36
CPU'S - other 1.87 Point-of-sale 0.95
Communication 5.19 Peripherals-controllers 0.96
Construction 2.64 Peripherals-disk 3.68
Desktop PC 4.04 Peripherals-printers 0.04
Dry vans 0.56 Printed circuit board 0.17
Forklifts 5.59 Research 3.04
Furniture 5.44 Semiconductor test 4.13
Glass packaging 1.16 Textile equipment 1.25
Grocery 3.31 Truck leasing 2.89
Loan 2.02 Transport aircraft/truck 5.29
Locomotives 0.64 Wafer fabrication 5.37
Machine tools 0.71 Warehousing 0.97
Maintenance 3.63 Workstations 3.32
------
100.00
D-20
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 4 of 10
The following is a list of all lessees of equipment owned by Capital Preferred
Yield Fund-II as of June 30, 1997:
Alliant Techsystems, Inc. International Rectifier
Allied Waste Industries JP Food Service
Anchor Glass James D. Hughes Insurance
Atlantic Steel Industries Kaman Corporation
Auto Alliance LSI Logic
Barney's Lever Brothers
Basic Vegetable Products Lexmark International
Blue Cross & Blue Shield Londonderry
CIBA Geigy Maryland Casualty
Chrysler Corporation Mascotech Braun
Chyron Corporation Matsushita Electric
Communicorp, Inc. Miami Dade
Community General Hospital Norcross Footwear
Consolidated Diesel Northern Telecom
Danskin Owens-Corning Fiberglass
Diamond Shamrock Pacific Coast Producers
Dow Jones Parke-Davis Pharmaceutical
E-Trade Group Pen Interconnect
Ernst Home Center Pepperidge Farm
First Miss Steel Plexus Corporation
G.E. Industrial Power Ralph's Grocery
G.E. (Aero-Eng) Robertshaw Controls Company
G.E. Regional Electronics Rose Acres Farm
GM Powertrain Savannah Electric & Power
General Motors Sears Technology
Georgia Power Smithfield Foods
Goodings Supermarket Solectron Corporation
HBO & Company Southern Pacific
H.E. Butt Grocery Southwestern States Bank
HP Casino Management Staples
Hartford Fire State Street
Hexcel Stone Container
Honeywell Space Systems Sybron Chemicals
IBM Corporation System One Information Management
ICI America's Teledyne Industries, Inc.
ITO Corp. The Budd Company
Ina Bearing Company The Cerplex Group
D-21
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 5 of 10
The Falkirk Mining Company United Track Racing
The Forum Corporation USS/Kobe Steel
The Good Guys Westchester County
The Stop and Shop Supermarkets Westinghouse
Timken Company Wharf Resources
Tip Top Nurseries, Inc. Whirlpool
Town of Wellsley Wolfe Nursery
United States Sugar Corporation Walker Manufacturing
United Technologies Xerox
The percentage breakdown by the industry of equipment owned and leased by
Capital Preferred Yield Fund-II as of June 30, 1997:
Above ground mining 2.34 Modular 1.75
Agriculture/food process 1.15 Networking equipment 4.20
Banking 3.56 Office automation 2.24
Boot manufacturing 0.76 PBX systems 0.18
Communication 0.29 PC's networking 0.23
Construction 2.15 Peripherals-disk 0.66
CPU's - DEC 0.15 Peripherals-printers 0.91
CPU's - IBM 0.30 Peripherals-tape 0.19
CPU's -other 6.36 Portable PC's 1.54
Desktop PC's 10.95 Point-of-sale 4.22
Forklifts 9.29 Printed circuit board 5.38
Furniture 1.07 Printing equipment 0.01
Glass Packaging 1.53 Research 1.01
Grocery FF&E 2.20 Retail 2.89
Injection molding 9.83 Semiconductor test 4.48
Loan 1.03 Textile equipment 0.33
Locomotives 1.26 Track leasing 1.54
Medical 0.95 Transport trucks 3.64
Machine tools 3.45 Wafer fabrication 0.96
Manufacturing - semiconductor 0.11 Workstations 2.24
Manufacturing - other 2.67 ------
100.00
D-22
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 6 of 10
The following is a list of all lessees of equipment owned by Capital Preferred
Yield Fund-III as of June 30, 1997:
Acme Battery Manufacturing Compsource, Inc.
Alliant Techsystems, Inc. Consolidated Diesel
Allied Signal Consolidated Systems
Allied Waste Industries Container Care
Alloy Polymers, Inc. Country Cupboard
Alterations Plus Crystal Ford & Mercury
American Assoc. of Retired People D.L. Phillips Investment
American Laminates, Inc. DSL Transportation Service
Anchor Glass Dairymans Cooperative
Appalachian Power David Tire Co.
Applied Graphics Decamps, William
Applied Radiological Control Diamond Shamrock
Atlantic Steel E&R, Inc.
Autry Greer & Sons, Inc. Eastern Associated Coal
Ball-Foster Glass Container Ebenoburg Power
Barber-Coleman Company Elmore-Pisgah, Inc.
Basic Vegetable Envirosafe Services
Bell South Telecommunications Equimed Leasing
Bickerstaff Imports Esselte Pendaflex Corp.
Bob King Pontiac GMC F&M Distributors
Bojangles Restaurants Feurer, Dennis
Bonar Fabrics Fingerhut
Brickhouse Enterprises Floyd Marine Storage
Bristol-Myers Squibb Foote & Davies, Inc.
Brown Strauss Steel Freestate Petroleum
C&H Knit Products GM Powertrain
CIBA Geigy General Motors Corp.
CT Harris, Inc. Georgetown Steel
Calgon Carbon Georgia Power
Canoak USA Good Times Drive Thru
Cardiac Pacemakers HBO & Company
Central Air Freight HK Systems, Inc.
Ceradyne, Inc. HP Casino Management
Champion Business Forms Haldex Corp.
Chesebrough Ponds Harry's Farmer's Market
Columbus Southern Power Heilig Meyers
D-23
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 7 of 10
Hokkins Systemation National Beef Packing Co.
Home Depot National Broadcasting Co.
Honeywell North American Packaging
Hough Petroleum Ohio Power Company
IBM Corp. Oklahoma Dept. of Tourism
ICI Americas Owens-Corning Fiberglass
ITT Automotive Electrical Pacific Coast Producers
ITT Corporation Paramount Packaging Corp.
In Home Health Peabody Coal Company
Indiana Michigan Power Pen Interconnect
Indy Electronics Perimeter Oil Company
Interactive Marketing Plexus Corp.
Intergraph Pretech Corporation
International Paper Co. Prudential
JJ Collins Sons, Inc. PTC Aerospace
Jack Eckerd Company Quaker Coal Company
KOVCO Quality Oil Company
Kansas Oxide Corp. Rainbow Marketers
Kelley, Donald Ralph's Grocery
Kentucky Power Co. Rawling Sporting Goods
Kessel Food Markets Recycled Materials Company
Keystone Consolidated Riverside Chrysler Plymouth
Keystone Investment Management Roadmaster Corporation
Kop. Flex, Inc. Rogers Petroleum
Lakeland Chrysler SOS Transport
Land O'Lakes Saturn Corp.
Lane Steel, Inc. Scott Company
Lever Brothers Company Sea-Lect Wholesale Seafood
Louisiana Workers Compensation Shapiro Packing
Lucas Industries Shoex, Inc.
Lucas Western Shroeder's Wholesale
Lucent Technologies Silverado Foods
Lykins Oil Co. Smoky Jennings Chevrolet
Madden Services Southway Tire & Automotive
Major Brands Stampede Meat, Inc.
Marriott Staples
Maryland Casualty Straight-Line Water Sports
McGavren Guild, Inc. System One Information Management
McKay, Dave TRW
Merrit, Ford Television City
Midstate Construction Tennessee River
D-24
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 8 of 10
Texas Utilities Co. Tracy-Locke
The Cerplex Group Trammel Crow Distribution
The Falkirk Mining Company Tricord Systems
The Foxboro Company United Artists Theatre
The Hanson-Whitney Company United States Mineral
The Iams Company USS/Kobe Steel
The Robert Plan Corp. VFL Technology
The Stop & Shop Supermarket Valley Innovative Management
The Warehouse, Inc. Visionart Design
Thomson Industries Wayne Farms
Thomson Micron Whaley, Jane Co.
Thomson Saginaw Ball Screw Co. White Consolidated
Three Rivers Motor Co. Williams-Sonoma Stores
Tom's Tire & Service Center Xerox
The percentage breakdown by the industry of equipment owned and leased by
Capital Preferred Yield Fund-III as of June 30, 1997:
Above ground mining 3.17 PBX systems 0.95
Agriculture/food processing 4.34 Peripherals - controllers 0.03
Automotive FF&E 0.46 Peripherals - printers 0.39
Below ground mining 2.90 Peripherals - tape 0.03
Communication 2.02 Peripherals - terminals 0.24
Construction 2.60 Portable PC's 1.38
CPU's - DEC 0.32 Point-of-sale 1.83
CPU's - other 0.24 Printed circuit board 2.84
Desktop PC's 6.43 Printing equipment 6.94
Dry vans 1.12 Research 0.22
Forklifts 15.19 Restaurant FF&E 1.01
Furniture 6.67 Retail FF&E 1.79
Golf course equipment 0.60 Semiconductor test equipment 2.93
Grocery FF&E 5.35 Software 0.90
Injection molding 0.15 Textile equipment 1.12
Machine tools 8.10 Track leasing 0.04
Manufacturing - other 4.82 Transportation - containers 0.15
Manufacturing - semiconductor 0.32 Transportation - trucks 0.36
Miscellaneous - packaging 0.49 Wafer fabrication 1.70
Networking equipment 4.85 Warehouse - miscellaneous 0.99
Office automation 2.15 Workstations 1.87
------
100.00
D-25
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 9 of 10
The percentage breakdown by the industry of equipment owned and leased by all of
Capital Preferred Yield Fund, Capital Preferred Yield Fund-II and Capital
Preferred Yield Fund-III as of June 30, 1997:
Above ground mining 2.58 Manufacturing - other 3.29
Agriculture/food process 2.90 Miscellaneous packaging 0.48
Automotive FF&E 0.13 Modular 0.96
Banking 0.99 Networking equipment 2.73
Below ground mining 3.29 Office automation 1.73
Boot manufacturing 0.42 PBX systems 1.88
Communication 3.07 Peripherals - controllers 0.45
Construction 2.51 Peripherals - disk 1.88
CPU's - DEC 2.20 Peripherals - printers 0.35
CPU's - IBM 1.80 Peripherals - tape 0.06
CPU's - Teredata 2.18 Peripherals - terminals 0.07
CPU's - other 0.32 Portable PC's 0.77
Desktop PC's 6.43 Point-of-Sale 2.00
Dry vans 0.58 Printed circuit
Forklifts 2.01 board manufacturing 2.21
Forklifts 6.68 Printing equipment 1.98
Forklifts 0.58 Research 1.73
Furniture 4.70 Restaurant FF&E 0.29
Glass packaging 0.92 Retail FF&E 1.22
Golf course equipment 0.17 Semiconductor test 3.92
Grocery FF&E 3.60 Software 0.26
Injection molding 2.46 Textile equipment 0.98
Loan 1.19 Track leasing 1.74
Locomotives 0.61 Transport trucks 2.82
Machine tools 3.48 Transport - other 0.73
Maintenance 1.69 Wafer fabrication manufacturing 3.28
Manufacturing-semiconductor 0.12 Warehousing .74
Medical 1.21 Workstations 2.63
------
100.00
D-26
<PAGE>
TABLE VII
PROGRAM LESSEES
(Unaudited)
Page 10 of 10
The following is a list of all lessees of equipment owned by Capital Preferred
Yield Fund-IV as of June 30, 1997:
Addison Wesley Longman Lexmark International
Alcoa Alumina Louisiana Workers Comp.
Alcoa Fujikura Lucas Industries
Alliant Techsystems, Inc. Lucent Technologies, Inc.
Applied Magnetics Matsushita Electric
Arqule Medtronic, Inc.
Ball-Foster Glass Container Morgan Construction
Basic Vegetable Products Nabisco
Brown Strauss Steel National Broadcasting Co.
Burlingame Industries Northwestern University
Christy's Market Oklahoma Gas & Electric
Chrysler Corporation Owens-Corning Fiberglass
Consolidated Diesel Precision Castparts
Daugold Robertshaw Controls Company
Enogex Staples, Inc.
GM Powertrain Division Texas Instruments
GS Technologies The Dewolfe Company
General Motors Corporation The Foxboro Company
Genetics Institute The New York Hospital
Georgetown Steel Thomson Industries, Inc.
Harsco Corporation Total System Services
Heluva Good Cheese Triconex Corporation
Home Depot, Inc. Unicco Service Co.
Hughes Aircraft United Artist Theatre
Hughes Space & Comm. United States Sugar Corp.
ITT Automotive Electrical Universal Forest Products
In Home Health USS/Kobe Steel
International Paper Company Xerox
Lear Corporation
D-27
<PAGE>
CAPITAL PREFERRED YIELD FUNDS
SAMPLE LESSEES BY REGION
(Unaudited)
1 of 2
Northeastern Region Southeastern Region
------------------- -------------------
Avon Products Anchor Glass
Biosafe, Inc. Appalachian Power Co.
Bristol-Myers Squibb Co. Bartow Memorial Hospital
Columbus Southern Power Branham & Baker Coal Co.
Dow Jones & Company Ciba Geigy
G.E. Regional Electronics Center Compression Labs
Lever Brothers General Electric Supply
Marriott Corp. Georgia Power Company
Maryland Casualty HBO & Company
Ohio Power Co. Honeywell Space Systems, In.
Otis Elevator ICF, Inc.
Pepperidge Farm Intergraph Corporation
Shareholder Services Kentucky Power Co.
Staples, Inc. Kraft, Inc.
State Street Peabody Coal Co.
Thomson Saginaw Ball Screw Co. Plexus Corp.
TRW Savannah Electric & Power Co.
Shell Mining Co.
Timken Co.
Western Region Whirlpool
--------------
Boeing Computer Equipment Systems
Brown-Strauss Steel Division Midwestern Region
Chesebrough-Ponds, Inc. -----------------
Chyron Corporation
Fred Meyers, Inc. Alliant Techsystems, Inc.
General Felt Industries Allied Signal, Inc.
Hughes Aircraft Company Apache Corp.
General Motors Corporation Applied Graphics Technologies
Hughes Network Systems, Inc. Blue Cross & Blue Shield of Texas
International Rectifier Corp. Cardiac Pacemakers, Inc.
Kaiser Cement Carrier Corp.
Lam Research Corp. Diamond Shamrock Refining
LSI Logic Corp. Fingerhut
Lucas Western, Inc. First Bank of Illinois
Ford Motor Company
D-28
<PAGE>
CAPITAL PREFERRED YIELD FUNDS
SAMPLE LESSEES BY REGION
(Unaudited)
2 of 2
Western Region Midwestern Region
-------------- -----------------
Marshalls Fourth Financial Corp.
Northern Telecom, Inc. General Motors Corporation
Ralph's Grocery Hyplains Beef, L.C.
Southern Pacific Indiana Michigan Power Co.
Stater Brothers Land O'Lakes
Teledyne Industries, Inc. Motorola
Valley Camp Coal Occidental Chemical Corp.
Wharf Resources USA, Inc. Reliance Insurance
Sears Technology
D-29
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. Other Expenses of Issuance and Distribution*
Filing Fees - Securities and Exchange Commission................ $ 17,242.00
Filing Fee - NASD............................................... 5,500.00
Accounting Fees and Expenses.................................... 30,000.00
Legal Fees and Expenses......................................... 175,000.00
Blue Sky Fees and Expenses...................................... 90,000.00
Printing Expenses (including Sales Materials)................... 180,000.00
Marketing....................................................... 1,000,000.00
Miscellaneous................................................... 84,000.00
--------------
Total Expenses...................................... $ 1,581,742.00
- ---------------------
* All amounts are estimated maximums except Securities and Exchange
Commission and NASD filing fees. The Partnership will pay to the General
Partner a non-accountable reimbursement equal to 4% of the Gross Offering
Proceeds. Accordingly, the General Partner is assuming, without recourse to
the Partnership, responsibility for the payment of all Reimbursable
Organizational and Offering Expenses of the Partnership, including any
amounts which exceed such reimbursement.
ITEM 14. Indemnifications of Directors and Officers
The Partnership's Partnership Agreement contains certain
indemnification provisions indemnifying the General Partner and its Affiliates
including any directors and officers of the General Partner against certain
liabilities. Reference is made to Section 5.8 of the Partnership Agreement
(Exhibit A to the Prospectus). The Bylaws of the General Partner provide for
indemnification of its directors and officers and the Articles of Incorporation
provide for limitation of liability of the directors to the fullest extent
permitted under Colorado law. The officers and directors of the General Partner,
the General Partner itself and the Partnership will benefit from a standard
general partner liability and limited partnership reimbursement insurance policy
(paid for by an Affiliate of the General Partner), which will reimburse the
Partnership or make direct payments for certain claims which the Partnership may
be obligated to pay under Section 5.8 of the Partnership Agreement.
ITEM 15. Recent Sales of Unregistered Securities
In connection with the formation of the Partnership, the General
Partner made a nominal contribution to the capital of the Partnership, and
Capital Associates International, Inc., a Colorado corporation, as Class B
Limited Partner, has agreed to contribute cash to the Partnership equal to 1% of
the Partnership's Gross Offering Proceeds. These sales are exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended, as
they did not involve any public offering.
II-1
<PAGE>
ITEM 16. Exhibits and Financial Statement Schedules
(a) Exhibits. See Exhibit Index.
(b) Financial Statement Schedules. All schedules have been omitted
as the required information is inapplicable or is presented in the Prospectus,
in the balance sheets or related notes.
ITEM 17. Undertakings
1. The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
B. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to the General Partner or other
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by the General Partner or controlling
persons of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by the General Partner or controlling persons in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on the 27th day of August, 1997.
CAPITAL PREFERRED YIELD FUND-IV, L.P.
By: CAI EQUIPMENT LEASING V CORP.
a Colorado Corporation and
the General Partner of the Registrant
By: /s/John F. Olmstead
---------------------------
John F. Olmstead, President
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below on August 27, 1997 by the following persons in
the capacities indicated.
Signature Title
* President (Principal Executive Officer) and Director of
- ---------------------- CAI Equipment Leasing V Corp., the General Partner of
the Registrant
John F. Olmstead
* Senior Vice President and Director of CAI Equipment
- ---------------------- Leasing V Corp., the General Partner of the Registrant
Dennis J. Lacey
* Senior Vice President, Assistant Secretary and Director
- ---------------------- of CAI Equipment Leasing V Corp., the General Partner
Anthony M. DiPaolo of the Registrant
* Director of CAI Equipment Leasing V Corp., the General
- ---------------------- Partner of the Registrant
Daniel J. Waller
* Director of CAI Equipment Leasing V Corp., the General
- ---------------------- Partner of the Registrant
Richard H. Abernethy
* Director of CAI Equipment Leasing V Corp., the General
- ---------------------- Partner of the Registrant
John A. Reed
* Director of CAI Equipment Leasing V. Corp., the General
- ---------------------- Partner of the Registrant
Robert A. Golden
* Chief Accounting Officer and Secretary of CAI Equipment
- ---------------------- Leasing V Corp., the General Partner of the Registrant
David J. Anderson
* John F. Olmstead, by signing his name hereto, does sign this document on
behalf of himself and each of Messrs. Lacey, DiPaolo, Waller, Abernethy, Reed
and Anderson in the capacities indicated immediately above pursuant to powers of
attorney duly executed by each such person and filed with the Securities and
Exchange Commission.
/s/John F. Olmstead
-------------------
John F. Olmstead
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
EXHIBITS EXHIBIT DESCRIPTION
- -------- -------------------
1(a) Form of Dealer-Manager Agreement**
1(b) Form of Selling Dealer Agreement**
3(a) Articles of Incorporation of CAI Equipment Leasing V Corp.**
3(b) Bylaws of CAI Equipment Leasing V Corp.**
4(a) Organizational Partnership Agreement of Capital Preferred Yield Fund -
IV, L.P.**
4(b) Form of Amended and Restated Agreement of Limited Partnership (included
in the Prospectus)**
5 Opinion of Ballard Spahr Andrews & Ingersoll as to the legality of the
securities being registered**
8 Opinion of Ballard Spahr Andrews & Ingersoll as to tax matters**
10(a) Escrow Agreement**
10(b) Form of Subscription Agreement (included in the Prospectus)**
23(a) Consent of Ballard Spahr Andrews & Ingersoll is contained in its opinion
(filed as Exhibit 5)**
23(b) Consent of Ballard Spahr Andrews & Ingersoll is contained in its opinion
(filed as Exhibit 8)**
23(c) Consent of KPMG Peat Marwick LLP relating to its audit of the balance
sheet of CAI Equipment Leasing V Corp.
23(d) Consent of KPMG Peat Marwick LLP relating to its audit of the balance
sheet of Capital Preferred Yield Fund-IV, L.P.
23(e) Consent of KPMG Peat Marwick LLP relating to its audit of the balance
sheet of Capital Associates, Inc.
24 Power of Attorney**
- ---------------------
** Previously filed.
II-5
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
BOARD OF DIRECTORS
CAI EQUIPMENT LEASING V CORPORATION:
We consent to the use of our report included herein relating to the balance
sheet of CAI Equipment Leasing V Corporation (a wholly owned subsidiary of
Capital Associates, Inc.) as of May 31, 1997, and to the reference to our firm
under the heading "Experts" in the prospectus.
/s/KPMG Peat Marwick LLP
------------------------
KPMG PEAT MARWICK LLP
Denver, Colorado
August 27, 1997
<PAGE>
EXHIBIT 23(d)
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
BOARD OF DIRECTORS
CAI EQUIPMENT LEASING V CORPORATION:
We consent to the use of our report included herein relating to the financial
statements of Capital Preferred Yield Fund-IV, L.P., as of December 31, 1996,
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/KPMG Peat Marwick LLP
------------------------
KPMG PEAT MARWICK LLP
Denver, Colorado
August 27, 1997
<PAGE>
EXHIBIT 23(e)
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
BOARD OF DIRECTORS
CAI EQUIPMENT LEASING V CORPORATION:
We consent to the use of our report included herein relating to the consolidated
balance sheet of Capital Associates, Inc., as of May 31, 1997, and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/KPMG Peat Marwick LLP
------------------------
KPMG PEAT MARWICK LLP
Denver, Colorado
August 27, 1997
