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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 30, 1998
UNICAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-13973 65-0788314
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10800 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33161
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (305) 899-5000
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Item 5. Other Events
On June 30, 1998, pursuant to four separate Purchase Agreements
("Purchase Agreements"), JJ Leasing, Inc. ("JJ Leasing"), a Delaware corporation
and indirectly a wholly-owned subsidiary of UniCapital Corporation
("UniCapital"), acquired substantially all the equity interests in Jumbo Jet
Leasing LP ("Jumbo Jet LP"), a Delaware limited partnership, and simultaneously
acquired certain entities affiliated with Jumbo Jet LP. Jumbo Jet LP, located in
Miami, Florida, provides lease financing for the acquisition of commercial
aircraft.
Pursuant to the terms of the Purchase Agreements, JJ Leasing acquired
the following: (i) 98% of the interests in Jumbo Jet LP, with an agreement to
purchase an additional 1% of the interests upon the satisfaction of certain
required regulatory approvals; (ii) all of the outstanding shares of Jumbo Jet,
Inc., a Delaware corporation, which is the General Partner of Jumbo Jet LP (so
that, as a result of such acquisition, JJ Leasing simultaneously acquired Jumbo
Jet, Inc.'s 1% interest in Jumbo Jet LP); (iii) 99% of the interests in CL
Aircraft Marketing LP, a Delaware limited partnership, and; (iv) all of the
outstanding shares of CL Aircraft Marketing, Inc., a Delaware corporation, which
is the General Partner of CL Aircraft Marketing LP (so that, as a result of such
acquisition, JJ Leasing simultaneously acquired CL Aircraft Marketing, Inc.'s 1%
interest in CL Aircraft Marketing LP).
In consideration of the sale of their partnership interests and shares,
the former holders of the partnership interests and shares received
approximately $5.4 million in cash, and JJ Leasing assumed the liabilities of
Jumbo Jet LP estimated to be approximately $17.0 million. In addition, Chase
Manhattan Bank ("Chase"), which held a profit participation interest in Jumbo
Jet LP, was paid $10.0 million in cash to terminate its profit participation
interest. Messrs. Stuart Cauff and Wayne Lippman, holders of all of the
partnership interests and shares, are affiliates of UniCapital. The total
consideration paid to Messrs. Cauff and Lippman and to Chase was determined on
the basis of arms' length negotiations among representatives of UniCapital,
Messrs. Cauff and Lippman, and Chase.
The approximately $5.4 million paid in cash to Messrs. Cauff and
Lippman and $10.0 million paid in cash to Chase, and the approximately $17.0
million to refinance certain existing indebtedness of Jumbo Jet LP, was obtained
from borrowings under UniCapital's existing credit facility with a syndicate of
lenders for whom NationsBank, N.A. is agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNICAPITAL CORPORATION
Date: July 14, 1998 By: /s/ C. Deryl Couch
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Senior Vice President and
Assistant Secretary
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