As filed with the Securities and Exchange Commission on July 24, 1998
Registration No. 333-54011
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ICON Income Fund Eight
ICON Income Fund Eight A L.P., a Delaware limited partnership (ICON Eight
A)
ICON Income Fund Eight B L.P., a Delaware limited partnership (ICON Eight
B)
(Exact name of registrant as specified in governing instruments)
DELAWARE
(State or other jurisdiction of incorporation or organization)
7394
(Primary Standard Industrial Classification Code Number)
ICON Eight A [13-4006824], ICON Eight B [to be applied for]
(I.R.S. Employer Identification Numbers)
600 MAMARONECK AVENUE, HARRISON, NEW YORK 10528 (914) 698-0600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JOHN L. LEE, ASSISTANT SECRETARY
ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
(914) 698-0600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Ross Pascal, Esq.
Day, Berry & Howard LLP
260 Franklin Street
Boston, Massachusetts 02109
(counsel to registrants)
___________________________________________________________________________
Approximate date of commencement of proposed sale to public:
Estimated to be November 10, 1998, which is the next day following
expiration of the period of effectiveness of the current offering (which
ends November 9, 1998), ICON Cash Flow Partners L.P. Seven (Registration
No.: 33-94458), sponsored by ICON Capital Corp.
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 1 of ________ PAGES EXHIBIT INDEX IS ON PAGE ________
Page 12
ICON INCOME FUND 8 L.P.
Cross Reference Sheet Required by Item 501(b) of Regulation S-K
Item Number and Caption Location in Prospectus
1. Forepart of the Registration Cover Pages of Registration
Statement
Statement and Outside Front and Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Page; Back Page
Cover Pages of Prospectus
3. Summary Information, Risk Summary of the Offering; Risk
Factors
Factors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Sources and Uses of Offering Proceeds;
Summary of Compensation; Investment
Objectives and Policies
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders *
8. Plan of Distribution Cover Pages; Plan of Distribution
9. Description of Securities to be Cover Pages; Summary
of the Offering;
Registered Summary of the Partnership Agreement;
Partnership Agreement
10. Interests of Named Experts Legal Matters; Experts
and Counsel
11. Information with Respect to Summary of the Offering;
Management;
the Registrant Investment Objectives and
Policies;
Summary of the Partnership Agreement;
Financial Statements
12. Disclosure of Commission Fiduciary Responsibility;
Position on Indemnification Partnership Agreement
for Securities Act Liabilities
_____________________
* Omitted because the item is inapplicable or the answer is negative.
ICON Income Fund Eight
$150,000,000
1,500,000 Units of Limited Partnership Interests
(in two limited partnerships, each having a minimum capitalization of
12,000 Units)
$100.00 Per Unit/Minimum Investment 25 Units ($2,500)
(10 Units ($1,000) for IRAs and Qualified Plans)
ICON Income Fund Eight is an equipment leasing program (the Program)
consisting of two Delaware limited partnerships (collectively, the
Partnerships, or, individually, a Partnership); ICON Income Fund Eight
A L.P., a Delaware limited partnership, (ICON Eight A) and ICON Income
Fund Eight B L.P., a Delaware limited partnership, (ICON Eight B). Each
Partnership will be formed by ICON Capital Corp. (the General Partner)
immediately prior to the Offering of its Units. The Partnerships will be
separate entities and an investor will have an interest only in the
Partnership in which he purchases Units. This prospectus describes an
investment by investors (Limited Partners) in limited partnership
interests (or Units) of the Partnership. Each Partnership may sell as
few as 12,000 or as many as 750,000 of Units.
An investment in Units of the Partnerships involves certain risks (see
RISK FACTORS, Page 15).
* Limited Partners must rely on the skills, integrity and business
expertise of the General Partner.
* The profitability of an investment in Units cannot be estimated.
All Investment decisions will be made solely by the General Partner.
* The General Partner and its affiliates will receive substantial
fees, only a portion of which is contingent on amounts paid to
Limited Partners.
* No public market for Units exists. As a result, Limited Partners
may only be able to resell their Units, if at all, at a discount and
should, therefore, be prepared to hold their Units for the entire
life of the Partnership.
* The General Partner manages similar existing partnerships and this
may give rise to potential conflicts of interest, including a
conflict for management services and available investments.
* There are certain tax risks associated with the Partnerships,
including the possible adverse effects of future tax legislation.
* The Partnerships' ability to realize lease revenues and make cash
distributions is subject to the risk of lessee defaults.
The Partnerships intend to use the funds invested by the Limited
Partners, together with the Partnerships' borrowings, to buy and lease a
wide range of equipment primarily to businesses located in North America
and Europe which are diversified as to industry types and geographic
location. The Partnerships may also provide financing to such companies
secured by equipment used in their businesses. ICON Capital Corp. (the
General Partner) estimates that not less than 80.40% of the gross amount
of funds invested by Limited Partners (the Gross Offering Proceeds) will
be used to make investments in such equipment and financings (assuming a
Maximum Offering with the maximum intended leverage permitted in such
circumstances of 67%). 1% of Gross Offering Proceeds will be used to
establish a working capital reserve and the balance (of up to 19.60% of
Gross Offering Proceeds) will be used to pay the costs of organizing the
Partnerships offering Units to the public and acquiring the Partnerships'
assets.
It is intended that the Partnerships will (a) make monthly
distributions, primarily to the Limited Partners and to a much lesser
extent to the General Partner, of cash generated by its operations
beginning the month following a Limited Partner's admission to a
Partnership and (b) reinvest undistributed net cash from normal
Partnership operations and sale proceeds during their respective
Reinvestment Periods in additional Leases and Financing Transactions.
Thereafter, the Partnerships intend to (x) sell all their assets in an
orderly manner and (y) distribute the cash proceeds to the Limited
Partners, and to a much lesser extent to the General Partner, in
accordance with the terms set forth in this Prospectus. The Offering is
presently expected to have a termination date not later than twelve (12)
months from the date of this Prospectus for ICON Eight A L.P., and twelve
(12) months thereafter for ICON Income Fund Eight B L.P.; provided that
the General Partner may, in its sole and absolute discretion, extend the
offering of Units in each Partnership for a further period not more than
an additional twelve (12) months. In no event may the Offering of the
Program extend beyond forty-eight (48) months from the date of this
Prospectus. The Offering may terminate sooner than twenty-four (24)
months from the date of this Prospectus if either (i) the General Partner
terminates the Offering earlier or (ii) subscriptions for the Maximum
Offering of 750,000 Units per Partnership are received prior to the end of
such period. See INVESTMENT OBJECTIVES AND POLICIES. The Partnerships
are intended for income-oriented investment purposes and not as tax
shelters. The majority of their income is expected to be passive activity
income for federal income tax purposes.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY
OTHER REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ----------------------------------------------------------------------------
Price
Proceeds
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
to Public(1) Sales
Costs(2) to Partnership(3)
- ----------------------------------------------------------------------------
Per Unit $ 100 $ 10 $ 90
Total (Minimum per Partnership of 12,000 Units)(5) 1,200,000(3)(4)
120,000 1,080,000
- ----------------------------------------------------------------------------
Total (Maximum per Partnership of 750,000 Units) 75,000,000(4)
7,500,000 67,500,000
- ----------------------------------------------------------------------------
The date of this Prospectus is, ____
ICON SECURITIES CORP.
600 Mamaroneck Avenue, Harrison, NY 10528 (914) 698-0600
-
Footnotes from Cover Page. All capitalized terms used in these footnotes
and in the balance of this Prospectus are defined in the Glossary that
appears in Section 17 of the Partnership Agreement attached hereto as
(Exhibit A).
(1) The Gross Unit Price is $100.00, except that officers, employees and
securities representatives of the General Partner, its Affiliates and
Selling Dealers (Affiliated Limited Partners) may purchase Units for
investment purposes only for the Net Unit Price of $92.00 per Unit. The
Partnerships will incur no obligation to pay any Sales Commissions with
respect to such purchases. The General Partner's and its Affiliates'
purchases of Units are limited to a maximum of 10% of the total Units
purchased of each Partnership.
(2) The Partnerships will pay to a Selling Dealer or to the Dealer-Manager
(which is an Affiliate of the General Partner) a Sales Commission of $8.00
(8% of the Gross Unit Price) for each Unit sold by their respective
registered representatives (except as noted in footnote 1). In addition,
the Partnerships will pay the Dealer-Manager Underwriting Fees of $2.00
(2.0% of Gross Offering Proceeds of the Partnership in question) for each
Unit sold for its services in managing the Offering and to reimburse it, on
a non-accountable basis, for the wholesaling fees and expenses of the
Sponsor. See PLAN OF DISTRIBUTION.
(3) Proceeds to the Partnerships are calculated before deduction of:
(a) the O & O Expense Allowance in an amount equal to 3.50% of the
first $25,000,000 of Gross Offering Proceeds, 2.50% of Gross Offering
Proceeds over $25,000,000 but less than $50,000,000 and 1.50% of Gross
Offering Proceeds above $50,000,000. The O & O Expense Allowance is
payable to the General Partner and/or the Dealer-Manager on a
non-accountable basis for expenses of organizing the Partnerships,
registering it with federal and state securities authorities and
printing the Prospectus and related legal and accounting costs and other
costs of organizing the Partnership and offering Units to the public.
The O & O Expense Allowance may be less or greater than the General
Partner's actual expenses. The General Partner is responsible to pay
Organizational and Offering Expenses which exceed such Allowance; and
(b) Acquisition Fees in an amount equal to 3.0% (subject to certain
conditions and limitations specified in the Partnership Agreement) of
the sum of (i) the aggregate Purchase Price paid (including indebtedness
incurred or assumed) by the Partnerships for all items of Equipment and
(ii) the principal amount of all financing provided by the Partnerships
to Users is payable to the General Partner for its services and expenses
of finding, evaluating, documenting and acquiring the Partnerships'
Investments. See SUMMARY OF COMPENSATION.
(4) The amounts shown exclude ten Units ($1,000) in each Partnership that
were purchased by the Original Limited Partner in connection with the
organization of each Partnership and which will be refunded to the Original
Limited Partner, and his Units will be retired, upon the Initial Closing
Date. Such amounts also exclude the excess, if any, of (a) total Units
which the General Partner and its Affiliates are entitled to purchase for
their own investment account (a maximum of 10% of all non-affiliate Unit
purchases) over (b) 600 Units ($60,000), the maximum amount of Unit
purchases by the Sponsor which may be counted in determining whether the
Minimum Offering of 12,000 Units has been completed. Accordingly, of the
Minimum Offering of 12,000 Units, only 11,400 Units would need to be
purchased by the general public to satisfy such condition if the General
Partner and its Affiliates purchased 600 Units of such total (as they are
permitted to do).
(5) A minimum of 12,000 Units (the Minimum Offering) and a maximum of
750,000 Units will be offered in each Partnership.1 The General Partner in
its sole discretion may increase the maximum number of Units which may be
sold in ICON Income Fund Eight B L.P. by the number of authorized and unsold
Units in ICON Income Fund Eight A L.P. (including any Units which were not
sold because of the failure of ICON Income Fund Eight A L.P. to receive
acceptable subscription for the minimum number of Units.)
NOTICE TO PENNSYLVANIA INVESTORS: BECAUSE THE MINIMUM CLOSING AMOUNT IS
LESS THAN $24,000,000 (A MAXIMUM TO MINIMUM OFFERING RATIO OF 20:1) YOU ARE
CAUTIONED TO CAREFULLY EVALUATE THE PROGRAM'S ABILITY TO FULLY ACCOMPLISH
ITS STATED OBJECTIVES AND TO INQUIRE AS TO THE CURRENT DOLLAR VOLUME OF
PROGRAM SUBSCRIPTIONS.
THE USE OF FORECASTS IN THIS OFFERING IS PROHIBITED. ANY
REPRESENTATIONS TO THE CONTRARY AND ANY PREDICTIONS, WRITTEN OR ORAL, AS TO
THE AMOUNT OR CERTAINTY OF ANY PRESENT OR FUTURE CASH BENEFIT OR TAX
CONSEQUENCE WHICH MAY FLOW FROM AN INVESTMENT IN THIS PROGRAM IS NOT
PERMITTED.
THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE, AND
MAY ONLY BE TRANSFERRED OR RESOLD IN CONFORMITY WITH THE AGREEMENT OF
LIMITED PARTNERSHIP OF THE PARTNERSHIPS AND IN COMPLIANCE WITH APPLICABLE
LAW.
General
Investors are subject to certain suitability standards described
herein. The General partner will generally not have direct knowledge of
the investor's financial situation so it will be relying upon the
investor's representations concerning his financial situation in
concluding that such suitability standards will be met. In addition,
Soliciting Dealers are obligated to have reasonable grounds to believe,
on the basis of information obtained from the investor concerning his
investment objectives, financial situation and any other information
known by it concerning the investor, that an investment in a Partnership
is suitable for that investor. Consequently, it is important that the
information provided by the investor to the Soliciting Dealer and the
General Partner be complete and accurate.
Investor Suitability -- To be eligible to purchase Units, all prospective
investors are required to comply with the Partnership's basic suitability
requirements. In general, prospective owners of Units must either have:
(i) both (A) a net worth of not less than $30,000 (determined exclusive
of the net fair market value of (a) his or her home, (b) home
furnishings and (c) personal automobiles) and (B) $30,000 of annual
gross income; or
(ii)a net worth of at least $75,000 (determined as above).
Who Should Invest -- You should only invest in the Partnerships if you
(a) are prepared to make an investment for the entire Reinvestment Period
seven (7) years from the date of this Prospectus as well as the
additional Liquidation Period of from twelve (12) to thirty-six (36)
months thereafter, (b) have no need for liquidity of such investment
(except as may be provided by monthly cash distributions) and (c) are
prepared to assume the substantial risks associated with such
investment. An investment in Units is not suitable for investors who
will need access to their Capital Contribution during the term of the
Partnerships or for whom the projected monthly cash distributions are an
essential source of funds to pay their necessary living expenses. An
investment also may produce unrelated business taxable income for
pension, profit-sharing and other Qualified Plans in excess of applicable
exemptions. Each potential investor should review the information
appearing under the captions RISK FACTORS, FEDERAL INCOME TAX
CONSEQUENCES and INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS; SUBSCRIPTION PROCEDURES with particular care and should
consult his or her tax and investment advisors to determine (1) if an
investment in Units is appropriate for him or her in light of his
particular tax and investment situation and (2) if so, what portion of
his or her total investment portfolio may prudently be invested in
Units.
Minimum Investment -- The minimum investment by an investor (whether by
subscription or through resale) is 25 Units except IRAs and Qualified
Plans for which the minimum investment is 10 Units.
________________________________________________________________________
TABLE OF CONTENTS
_________________________________________________________________________
Page
SUMMARY OF THE OFFERING.................................... 7
Risk Factors .......................................... 7
The Partnership......................................... 7
Terms of the Offering................................... 7
Sources and Uses of Offering Proceeds and Related Indebtedness
8
Summary of Compensation ............................... 8
Conflicts of Interest .................................. 9
Fiduciary Responsibility................................ 9
Other Offerings by the General Partner and its Affiliates 9
Management; Financial Statements of the General Partner and of the
Partnership................................................ 9
Investment Objectives and Policies...................... 10
Federal Income Tax Considerations....................... 11
Capitalization ......................................... 11
Summary of Partnership Agreement........................ 11
Transfer of Units....................................... 11
Fiscal Year............................................. 13
Glossary of Terms....................................... 13
RISK FACTORS............................................... 14
Operating Risks......................................... 14
Partnership and Investment Risks........................ 14
Federal Income Tax Risks and ERISA Matters.............. 18
SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS 20
COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES......... 22
Organization and Offering Stage......................... 23
Operational Stage....................................... 24
Interest in Partnership Profits or Losses............... 27
CONFLICTS OF INTEREST...................................... 29
Lack of Separate Legal Representation and Lack of Arm's Length
Negotiation
of the Program Agreements............................. 29
Compensation of the General Partner and Affiliates...... 29
Effect of Leverage on Compensation Arrangements......... 30
Competition With the General Partner and its Affiliates. 30
Determination of Reserves and Liability of the General Partner for
Partnership Obligations.................................... 31
Joint Ventures.......................................... 32
Lease Referrals......................................... 32
Participation of a Securities Sales Affiliate in this Offering
32
General Partner to Act as Tax Matters Partner........... 32
FIDUCIARY RESPONSIBILITY................................... 32
General................................................. 32
Conflicts............................................... 33
Indemnification of the General Partner, Dealer-Manager and Selling
Dealers....................................................... 33
Investor Remedies....................................... 34
OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES.. 35
Prior Public Programs................................... 35
STATUS OF THE OFFERING..................................... 37
CERTAIN RELATIONSHIPS WITH THE PARTNERSHIPS................ 38
Page
MANAGEMENT................................................. 38
The General Partner..................................... 38
Affiliates of the General Partner....................... 39
INVESTMENT OBJECTIVES AND POLICIES......................... 40
General................................................. 40
Acquisition Policies and Procedures..................... 40
Leases and Financing Transactions....................... 41
Financing Transactions.................................. 42
Credit Review Procedures................................ 43
Equipment............................................... 43
Portfolio Acquisitions.................................. 44
Other Investments....................................... 45
Cash Distributions to Partners.......................... 45
Reinvestment of Undistributed Cash in Additional Equipment, Leases
and
Financing Transactions................................ 47
FEDERAL INCOME TAX CONSEQUENCES............................ 47
Summary................................................. 49
Opinion of Tax Counsel.................................. 49
Classification as a Partnership......................... 50
Publicly Traded Partnerships............................ 50
Taxation of Distributions............................... 51
Partnership Income Versus Partnership Distributions..... 52
Allocations of Profits and Losses....................... 52
Deductibility of Losses: Passive Losses, Tax Basis and At Risk
Limitation................................................. 53
Deductions for Organizational and Offering Expenses; Start-up Costs
54
Tax Treatment of the Leases............................. 55
Cost Recovery........................................... 55
Limitations on Cost Recovery Deductions................. 56
Deferred Payment Leases................................. 57
Sale or Other Disposition of Partnership Property....... 57
Sale or Other Disposition of Partnership Interest....... 58
Treatment of Cash Distributions Upon Redemption......... 58
Gifts of Units.......................................... 58
Consequence of No Section 754 Election.................. 58
Tax Treatment of Termination of the Partnership Pursuant to the
Partnership Agreement...................................... 58
Audit by the Service.................................... 58
Alternative Minimum Tax................................. 60
Interest Expense........................................ 61
Self-Employment Income and Tax.......................... 61
Maximum Individual Tax Rates............................ 61
Section 183............................................. 61
Registration, Interest, and Penalties................... 62
State and Local Taxation................................ 63
Foreign Investors....................................... 64
Tax Treatment of Certain Trusts and Estates............. 64
Taxation of Employee Benefit Plans and Other Tax-Exempt Organizations
64
Corporate Investors..................................... 64
INVESTMENT BY QUALIFIED PLANS.............................. 64
Fiduciaries under ERISA................................. 64
Prohibited Transactions Under ERISA and the Code........ 65
Plan Assets............................................. 65
Other ERISA Considerations.............................. 66
CAPITALIZATION............................................. 68
Page
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION............. 68
Liquidity and Capital Resources......................... 68
Operations.............................................. 68
SUMMARY OF THE PARTNERSHIP AGREEMENT....................... 69
Establishment and Nature of the Partnership............. 69
Name and Address........................................ 69
Purposes and Powers..................................... 69
Duration of Partnership................................. 69
Capital Contributions................................... 69
Powers of the Partners.................................. 70
Limitations on Exercise of Powers by the General Partner 70
Indemnification of the General Partner.................. 71
Liability of Partners................................... 71
Non-assessability of Units.............................. 72
Distribution of Distributable Cash From Operations
and Distributable Cash From Sales..................... 72
Allocation of Profits and Losses........................ 73
Withdrawal of the General Partner....................... 74
Transfer of Units....................................... 74
Dissolution and Winding up.............................. 74
Access to Books and Records............................. 74
Meetings and Voting Rights of Limited Partners.......... 75
Amendments.............................................. 75
TRANSFER OF UNITS.......................................... 76
Withdrawal ............................................. 76
Restrictions on the Transfer of Units................... 76
Limited Right of Presentment for Redemption of Units.... 77
Certain Consequences of Transfer........................ 78
REPORTS TO LIMITED PARTNERS................................ 79
Annual Reports.......................................... 79
Quarterly Reports....................................... 79
PLAN OF DISTRIBUTION....................................... 79
Segregation of Subscription Payments ................... 80
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES.................................. 81
General Suitability Considerations...................... 81
State Requirements Concerning Minimum Investment and Minimum Investor
Net Worth/Income...................................... 81
Subscriber Representations.............................. 83
Citizenship ............................................ 85
Special Limit on Ownership of Units by Benefit Plans.... 85
Minimum Investment and Suitability Standards............ 85
How to Subscribe........................................ 85
Partners; Closings...................................... 86
SALES MATERIAL............................................. 86
LEGAL MATTERS.............................................. 87
EXPERTS.................................................... 87
ADDITIONAL INFORMATION..................................... 87
Page
TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS....... 87
FINANCIAL STATEMENTS....................................... 87
GLOSSARY - Section 17 of the Limited Partnership Agreement
EXHIBITS:
A. Agreement of Limited Partnership.................... A-1
B. Prior Performance Tables for the Prior Public Programs B-1
C. Subscription Documents.............................. C-1
Page 53
SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by the
detailed information appearing elsewhere in this Prospectus and
in the Exhibits hereto. See the Glossary contained in Section 17
of the Agreement of Limited Partnership attached as Exhibit A
(the Partnership Agreement) to this Prospectus for the
definition of certain terms used in this Summary and throughout
this Prospectus.
ICON Income Fund Eight is an equipment leasing program
consisting of two Delaware limited partnerships (collectively,
the Partnerships and, individually, a Partnership) the first
of which was formed on July 9, 1997 primarily to engage in the
business of leasing Equipment or acquiring residual interests
thereon and providing financing, secured by equipment, to
companies, determined to be creditworthy by the General Partner
as well as to engage in any other businesses which are consistent
with the Partnership's objectives and in which the Partnership
may lawfully engage. The General Partner expects that most of the
Net Offering Proceeds will be invested in Equipment which is
subject to Leases which produce passive income but that a portion
of Proceeds will be invested in Financing Transactions as well as
Leases or other transactions which produce portfolio income if
the General Partner, in its sole discretion, believes such
Investments to be in the best interests of each of the
Partnerships. See SUMMARY OF THE PARTNERSHIP AGREEMENT. Each
of the Partnerships is expected to complete its Reinvestment
Period seven (7) years from the date of the commencement of the
Offering in each Partnership provided that such period may be
extended at the sole and absolute discretion of the General
Partner. The General Partner will then liquidate each of the
Partnerships' Investments in the ordinary course of business
within a further period ending eight (8) years but no later than
ten (10) years after the date of this Prospectus. Investors
should therefor expect to hold their Units for the full term of
the Partnership in question (i.e. from 7 to 10 years from the
time they invest).
Investment Objectives and Policies
The Partnerships intend to acquire and lease various types of
Equipment to businesses primarily within the United States but
also in other countries expected to be primarily in North
America and Europe but in every case determined by the General
Partner to be politically stable and to have suitable legal
systems (see Risks Associated with Foreign Investments).
The Partnerships will also provide financing to these same
types of businesses secured by tangible and intangible
personal property and other or additional collateral located
determined by the General Partner to be politically stable and
to have suitable legal systems which additional collateral the
General Partner determines to be sufficient in amounts and
types to provide adequate security for the current and future
obligations of such borrowers (see INVESTMENT OBJECTIVES AND
POLICIES - Leases and Lessees).
The terms of the Partnerships' Leases are expected to range
from two to seven years provided that such period may be
extended at the sole and absolute discretion of the General
Partner. Each such investment is expected to provide for
aggregate, basic contractual payments (rents in the case of
Leases and debt service in the case of Financing Transactions)
which are intended to return the Partnerships' cost of such
Investments (including Front-End Fees), together with
investment income. After its initial term, each Lease will be
expected to produce additional investment income from the
re-lease and/or ultimate sale of the Equipment.
The Partnerships' overall investment objectives are:
(i) INVESTMENT IN EQUIPMENT: to invest in a
diversified portfolio of low obsolescence Equipment having
long lives and high residual values, at prices that the
General Partner believes to be below inherent values and to
place the Equipment on lease or under other contractual
arrangements with lessees of Equipment;
(ii) CASH DISTRIBUTIONS: to generate cash
distributions after the minimum number of Units are sold,
which may be substantially tax-deferred (i.e., distributions
which are not subject to current taxation) during the early
years of the Partnership. Such cash distributions will
commence the month following the month in which the investor
is admitted as a Limited Partner;
(iii) SAFETY: to create a significant degree of safety
relative to other equipment leasing investments through the
purchase of a diversified equipment portfolio. This
diversification reduces the exposure to market fluctuations
in any one sector. The purchase of used long-lived, low
obsolescence equipment typically at prices which are
substantially below the cost of new equipment also reduces
the impact of economic depreciation and can create the
opportunity for appreciation in certain market situations,
where supply and demand return to balance from oversupply
conditions; and
(iv) TOTAL RETURN: to provide to limited partners a
total return on their investment which, by the end of the
Liquidation Period, compares favorably with other investment
alternative with similar risk profiles. There can be no
assurance, however, that an above average rate of return can
be achieved while satisfying the other stated investment
objectives of the Partnerships and, as such, the General
Partner intends to target the highest available rate or
return consistent with prudent risk management and
reasonably conservative investment decisions.
Not less than 80.40% of the Gross Offering Proceeds will be
used to make investments in Equipment, Leases and Financing
Transactions (collectively Investments) on behalf of the
Partnerships (assuming a Maximum Offering) (see SOURCES AND
USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS) and 1% of
Gross Offering Proceeds will be initially set aside in a
working capital reserve. If one assumed that individual
investors (1) could purchase Investments with the same average
yield as the Partnerships is able to achieve, (2) could
arrange financing on the same terms and (3) could make such
acquisitions without paying any transfer taxes or fees to
brokers or attorneys to locate, negotiate and document such
transactions (each of which assumptions the General Partner
believes to be unlikely), then an investor's return from a
direct ownership of Leases and Financing Transactions would be
greater than the return from an investment in the
Partnerships. In addition, if one assumed that an investor
would incur no expenses in (1) managing Investments (e.g.
billing and collecting rents, corresponding with the Lessees,
insurers and others, administering sales, use and property tax
collections, accounting and remittances to appropriate taxing
authorities, etc.) and (2) re-marketing the Equipment (both of
which assumptions the General Partner also believes to be
unlikely), then such investor's annual share of gross revenues
could be said to be reduced in direct proportion to the fees
payable to the General Partner for performing such services.
Summary of Certain Risk Factors
An investment in the Partnerships has many risks. The
information appearing under the caption RISK FACTORS in this
Prospectus contains a detailed discussion of the most
important risks associated with an investment in Units.
Please refer thereto for a discussion of the following
specific risk factors as well as other relevant risk factors:
Operating Risks:
The Equipment owned by each Partnership will be subject to
unanticipated declines in market value and Lessee defaults,
both of which can adversely effect such Partnership's
financial performance. To the extent the Partnership's
Equipment will be acquired in part with borrowed funds, a
Lessee default increases the risk of a material loss to the
Partnership.
Partnership and Investment Risks:
o No one can predict whether Limited Partners will receive
cash distributions in amounts sufficient to return their
original investment or the amount of profit thereon, if any,
that they will ultimately receive.
o The Investments to be acquired or entered into by each
Partnership have not been specified as of the date of this
Prospectus and will be determined solely by the General
Partner.
o Investors will have no right to be involved in the
management of the Partnership and will not have the
opportunity to vote except in extraordinary circumstances.
As a result, they must rely on the skills, integrity and
business expertise of the General Partner.
o The General Partner, the Dealer-Manager and the Selling
Dealers will receive significant compensation for
organizing the Partnership and conducting the Offering and
managing the Partnership's business. None of this
compensation has been the subject of arm's length
negotiations. (See Compensation to the General Partners
and Affiliates).
o Investors must be prepared to hold their Units for the entire
operational life of the Partnerships which currently is
estimated to be 8 years, but, may be as long as ten (10)
years because (a) only a limited secondary market exists for
partnership units generally, (b) a buyer for Units (other
than the Partnership under certain circumstances) may not
exist and (c) they are likely to be unable to resell or
dispose of Units except at a substantial discount from their
purchase price. (See TRANSFER OF UNITS--Limited Right of
Presentment for a discussion of redemption rights and
prices).
o The Partnership may not raise sufficient Gross Offering
Proceeds to achieve its objectives of owning a broadly
diversified portfolio of Investments. Each Partnership may
lease a portion of its Equipment to Lessees formed under the
laws of foreign countries or to other Lessees which conduct
operations outside the United States for use exclusively
outside the United States (or between foreign countries and
the United States). In such cases, regulatory requirements
of other countries governing Equipment registration,
maintenance, liability of owners and lessors and similar
considerations might reduce the value of the Partnership's
Equipment in unanticipated ways. (See RISK FACTORS - Risk
Factors Associated With Foreign Investments).
Federal Income Tax Risks:
The risk that income and expenses of the Partnership's, due
to their classification as passive income or portfolio
income, may not be able to be offset against other
activities on an investor's income tax return.
The risk that certain of each Partnerships investment
transactions or deductions could be re-characterized which
could result in loss of certain tax benefits associated with
an investment in Units.
The risk that each of the Partnership's may be treated as a
publicly-traded partnership and therefore taxed at the
partnership level as though it were a corporation with a
second tax assessed against investors on Partnership
distributions received by them.
Sources and Uses of Offering Proceeds and Related Indebtedness
Not less than 80.40% of Gross Offering Proceeds will be used
to make Investments (assuming a Maximum Offering), 1% will be
held in reserves (including working capital) and the balance
will be applied to pay fees and expenses to the Sponsor and
its Affiliates and to others involved in the Offering. See
SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS for a breakdown of the General Partner's
estimate as to how the capital of each raises and a portion of
the indebtedness it may employ will be used.
Summary of Compensation
The Dealer-Manager (an Affiliate of the General Partner which
will select the Selling Dealers and manage the Offering of
Units) and the General Partner (which will acquire the assets
for and manage the business of the Partnerships) will receive
compensation for their services. The section of the
Prospectus entitled SUMMARY OF COMPENSATION details the
estimated amount and range of each item of compensation
payable to the Dealer Manager and the General Partner by the
Partnerships. The most significant items of compensation are:
o Approximately 19.60% of Gross Offering Proceeds (assuming a
Maximum Offering will be used to pay the costs of organizing
each Partnership, offering the Units to the public and
acquiring Partnership assets and, of such percentage,
approximately 11.60% of Gross Offering Proceeds will be paid
to the General Partner or an Affiliate and approximately 8.0%
of Gross Offering Proceeds is expected to be paid to unrelated
Selling Dealers. (See SOURCES AND USES OF OFFERING PROCEEDS
AND RELATED INDEBTEDNESS).
o The General Partner will generally be entitled to receive a
Management Fee of between 2% and 5% of annual gross rental
payments (fee percentages for Leases are based on whether they
are Full-Payout or Operating Leases) and 2% of payments on
Financing Transactions.
o The General Partner shall receive 1% and the Limited Partners
99% of each distribution of Distributable Cash From Operations
and Distributable Cash From Sales until the Limited Partners
have received total cash distributions in an amount equal to
Payout (i.e., the time when each of the Limited Partners has
received cash distributions in an amount equal to the sum of
(i) his or her Capital Contribution plus (ii) an 8.0%
cumulative annual return thereon, computed from a date not
later than the last day of the calendar quarter in which such
Capital Contribution is made (determined by treating cash
actually distributed to such Limited Partner as first being
applied to satisfy such 8% return on capital which has accrued
and has not been paid and applying any excess distributions as
a return of such Limited Partner's Capital Contribution).
Income earned on escrowed funds and distributed to Limited
Partners may be used to satisfy such cumulative return
requirement.
o After Payout distributions of Distributable Cash From
Operations and Distributable Cash From Sales shall be 90% to
the Limited Partners and 10% to the General Partner.
o There are a number of other items of compensation and expense
reimbursements that the General Partner may receive during the
operation of the Partnerships. See SUMMARY OF COMPENSATION.
Conflicts of Interest
Each Partnership will be subject to various conflicts of
interest arising out of its relationship to the General Partner
and its Affiliates. These conflicts may include, but are not
limited to:
the lack of arm's length negotiations in determining
compensation;
competition with other leasing programs sponsored by the
General Partner or its Affiliates (including the other
Partnership) for the acquisition, lease, financing or sale
of Equipment;
competition with an Affiliate of the General Partner for
the acquisition, lease, financing or sale of Equipment; and
competition with certain other leasing programs sponsored
by the General Partner or its Affiliates for management
services.
In addition to the fiduciary duty that the General Partner
owes to the Limited Partners, the Partnership Agreement
contains certain provisions intended to minimize conflicts
between the General Partner and its Affiliates on the one
hand and the Limited Partners on the other. See SUMMARY OF
THE PARTNERSHIP AGREEMENT and CONFLICTS OF INTEREST.
Fiduciary Responsibility
The General Partner will act as fiduciary to each
Partnership. However, each Partnership will be obligated to
provide certain indemnities to the General Partner, and, as
detailed under CONFLICTS OF INTEREST, the General Partner
will be permitted to engage in certain activities that may
involve a conflict of interest.
Other Offerings by the General Partner and its Affiliates
The General Partner has sponsored, and is currently managing,
seven other public leasing programs with objectives similar to
those of the Partnerships. (See OTHER OFFERINGS BY THE
GENERAL PARTNER AND ITS AFFILIATES for more detailed
information concerning the Prior Public Programs (ICON Cash
Flow Partners, L.P., Series A through Series E, ICON Cash Flow
Partners L.P. Six and ICON Cash Flow Partners L.P. Seven and
the Prior Performance Tables included in Exhibit B to this
Prospectus for tabular and statistical data concerning the
Prior Public Programs.)
Management; Financial Statements of the General Partner and of
the Partnership
The sole General Partner of the Partnerships is ICON Capital
Corp., a Connecticut corporation located at 600 Mamaroneck
Avenue, Harrison, New York 10528 (telephone 914-698-0600).
The General Partner will manage and control the affairs of the
Partnerships. See MANAGEMENT for a description of the
officers and other key personnel who will be responsible for
the management of the Partnerships' business.
The financial statements of the General Partner and of ICON
Income Fund Eight A L.P. are located in the Prospectus under
the caption FINANCIAL STATEMENTS.
INVESTMENT IN EQUIPMENT: to invest in a diversified portfolio
of low obsolescence Equipment having long lives and high
residual values, at prices that the General Partner believes
to be below inherent values and to place the Equipment on
lease or under other contractual arrangements with lessees
of Equipment;
CASH DISTRIBUTIONS: to generate cash distributions, which may
be substantially tax-deferred (i.e., distributions which are
not subject to current taxation) during the early years of
the Partnership. Such cash distributions will commence the
month following the month in which the investor is admitted
as a Limited Partner;
SAFETY: to create a significant degree of safety relative to
other equipment leasing investments through the purchase of
a diversified equipment portfolio. This diversification
reduces the exposure to market fluctuations in any one
sector. The purchase of used long-lived, low obsolescence
equipment typically at prices which are substantially below
the cost of new equipment also reduces the impact of
economic depreciation and can create the opportunity for
appreciation in certain market situations, where supply and
demand return to balance from oversupply conditions; and
TOTAL RETURN: to provide to limited partners a total return
on their investment which, by the end of the Liquidation
Period, compares favorably with other investment alternative
with similar risk profiles. There can be no assurance,
however, that an above average rate of return can be
achieved while satisfying the other stated investment
objectives of the Partnerships and, as such, the General
Partner intends to target the highest available rate or
return consistent with prudent risk management and
reasonably conservative investment decisions.
Federal Income Tax Considerations
See FEDERAL INCOME TAX CONSEQUENCES for a discussion of
significant federal income tax issues pertinent to the
Partnerships. Such Section also contains a description of the
legal opinion regarding federal income tax matters that the
Partnerships will receive, which together with such opinion,
addresses the material federal income tax issues which are
expected to be of relevance to U.S. taxpayers who are
individuals. Other tax issues of relevance to other taxpayers
should be reviewed carefully by such investors, prior to their
subscription, to determine special tax consequences of an
investment to the Partnerships.
The Partnerships have obtained an opinion from Day, Berry &
Howard LLP, Tax Counsel to the General Partner, concerning the
Partnerships' classification as partnerships for federal
income tax purposes. See -- Classification as a
Partnership. The opinion states further that the summaries
of federal income tax consequences to individual holders of
Units and to certain tax-exempt entities, including qualified
plans, set forth in this Prospectus under the headings RISK
FACTORS--Federal Income Tax Risks and FEDERAL INCOME TAX
CONSEQUENCES and INVESTMENT BY QUALIFIED PLANS have been
reviewed by Tax Counsel and that, to the extent such summaries
contain statements or conclusions of law, Tax Counsel are of
the opinion that such statements or conclusions are correct
under the Internal Revenue Code, as presently in effect, and
applicable current and proposed Treasury Regulations, current
published administrative positions of the Service contained in
Revenue Rulings and Revenue Procedures and judicial decisions.
Capitalization
The section of this Prospectus entitled CAPITALIZATION
details, in tabular form, the Partnerships' current and
projected capitalization, after deduction of Sales
Commissions, Underwriting Fees and the O & O Expense Allowance.
Summary of Partnership Agreements
Each Partnership Agreement governs the relationship between
the Limited Partners and the General Partner. Investors
should be particularly aware that under either Partnership
Agreement:
(1) they will have limited voting rights;
(2) their Units will not be freely transferable, and, even if
transferable, can probably only be sold at a substantial
discount; and
(3) the fiduciary duty owed by the General Partner to the
Limited Partners has been modified in recognition of its
sponsorship of the Prior Public Programs so as to avoid
conflicts in fiduciary standards that would otherwise apply to
the sponsor of only one investment program.
See SUMMARY OF THE PARTNERSHIP AGREEMENT, TRANSFER OF UNITS,
REPORTS TO LIMITED PARTNERS and FIDUCIARY RESPONSIBILITY for
further details.
Transfer of Units
The transfer of Units in each Partnership is subject to
restrictions contained in the Partnership Agreement for that
Partnership which are primarily intended to avoid having the
Partnerships be treated as a publicly traded partnership and
thereby become subject to taxation as a corporation (see
FEDERAL INCOME TAX CONSEQUENCES--Publicly Traded
Partnerships). As a result of such limitations, however, it
is possible that a Limited Partner wishing to transfer Units
might not be able to do so if the aggregate transfer limits of
the Partnerships have been reached for such year. See the
TRANSFER OF UNITS section of the Prospectus discusses the
restrictions on transfer of Units in greater detail.
Plan of Distribution
The Offering - Each of the Partnerships is offering a minimum
of 12,000 Units and a maximum of 750,000 units in each
Partnership with a total maximum offering of $75,000,000 for
each Partnership. Such offering is on a best efforts basis;
that is, there is no guarantee that any specified amount of
money will be raised. Units will be offered for sale by ICON
Securities Corp. (the Dealer-Manager) and NASD-member firms
(the Selling Dealers) which have entered into Selling Dealer
Agreements with the Dealer-Manager.
Offering Period -- The Offering of Units in each Partnership
may be terminated in the discretion of the General Partner at
any time. The Offering Period for Units is presently expected
to have a termination date not later than twelve (12) months
from the date of this Prospectus for ICON Eight A L.P., and
twelve (12) months thereafter for ICON Eight B L.P.; provided
that the General Partner may, in its sole and absolute
discretion, extend the offering of Units in each Partnership
for a further period not more than an additional twelve (12)
months. In no event may the Offering of the program extend
beyond forty-eight (48) months from the date of this
Prospectus. The General Partner has a reasonable period of
time (generally not in excess of 5 business days) in which to
conclude the closing of a Partnership after the termination of
such Partnership's offering. The Offering Period may be
terminated at the option of the General Partner at any earlier
time. Further, after the first Partnership offering is
terminated, the General Partner is not required to undertake
the second Partnership offering. In most states, continued
offering beyond one year after the effective date in such
state is subject to approval by the applicable state
securities authority. The Offering will terminate sooner than
twenty-four (24) months if either (1) the General Partner
terminates the Offering earlier or (2) subscriptions for the
Maximum Offering of 750,000 Units per Partnership are received
prior to the end of such period. The end of the Offering
Period is also called the Termination Date. Subscriptions for
Units will only be accepted from the date of this Prospectus
until the Termination Date.Minimum Offering -- Unless each
Partnership receives subscriptions for 12,000 Units prior to
the completion of its Offering Period, no Units will be issued
and all funds received in connection with the Offering
(including accrued interest on Subscription Monies) will be
promptly refunded. Although the General Partner and its
Affiliates may purchase up to ten percent (10%) of the total
Units purchased, not more than 600 of such Units may be
included in determining whether the Minimum Offering has been
achieved.
Escrow Agent; Distribution of Escrow Interest -- All
subscription payments for each Partnership, will be deposited
and held in an interest-bearing escrow account with a national
banking association (or another banking institution named by
the General Partner in the event that such bank is unable to
serve as escrow agent) until the earlier to occur of (i) the
date on which the Minimum Offering (or $1,200,000 in
subscriptions) have been received (exclusive of subscriptions
from Pennsylvania residents) or (ii) twelve (12) months after
the commencement of the Offering of each Partnership.
Subscriptions from residents of Pennsylvania are subject to
the further conditions that (1) each such subscription must be
held in escrow until such time as at least $3,750,000 in
subscriptions per Partnership (5% of the Maximum Offering of
$75,000,000 per Partnership) have been received from all
investors and (2) each Pennsylvania subscriber must be offered
the opportunity to rescind his or her subscription if such
condition has not been met, initially 120 days following the
date his or her subscription is received by the Escrow Agent
and every 120 days thereafter during the effective period of
the offering in Pennsylvania. During the period that
subscription monies are held in escrow, such funds will be
invested in a savings or money-market account with the Escrow
Agent and earn interest at the prevailing rates applicable to
such accounts from the time on the subscription payments
deposited with the Escrow Agent until the earlier of the date
(i) the subscriber is admitted to the Program as a Limited
Partner, (ii) in the case of Pennsylvania investors, at the
end of the respective 120 day period following the Effective
Date during which his subscription was received (during which
period aggregate subscriptions of $3,750,000 per Partnership
must be satisfied for such investor to be admitted as a
Limited Partner or rescission of his subscription offered to
him) or (iii) one year from the commencement of the Offering
Period of the Partnership in question. The interest so earned
will be paid to the subscriber upon his or her admission to a
Partnership (or, if such subscriber is not admitted to a
Partnership, when the subscription payments are returned).
After the Initial Closing Date (see Closings), subscriptions
will be held in a special, segregated, interest-bearing
subscription account of the Partnership pending each
subsequent Closing (other than subscriptions from Pennsylvania
investors, which will continue to be held in the Escrow
Account until subscriptions for at least $3,750,000 of Units
per Partnership have been received and the next Closing is
held).
Subscription -- Every investor must manually execute a
Subscription Agreement in the form attached as Exhibit C hereto
in order to purchase Units. By subscribing for Units, each
investor will be deemed to have made all of the representations
and warranties contained therein and will be bound by all of the
terms of such Agreement and of the Partnership Agreement.
Closings -- The initial Closing for each Partnership will be
held after subscriptions for at least 12,000 Units have been
received by the Escrow Agent, at which time subscribers for at
least such number of Units may be admitted to that Partnership
as Limited Partners. After the Initial Closing Date, each
Partnership intends to hold daily Closings until the Offering
is completed or terminated.
Status of the Offering -- As of the date of this Prospectus,
investors have not been admitted as Limited Partners to a
Partnership.
Fiscal Year
The fiscal year of each Partnership will end on December 31.
Glossary of Terms
For definitions of certain terms used in this Prospectus, see
Section 17 of the Partnership Agreement included as Exhibit A
to this Prospectus.
RISK FACTORS
The purchase of Units may be considered speculative and
subject to certain risks. In addition to the factors set forth
elsewhere in this Prospectus, prospective investors should
consider the following:
Operating Risks
General. The Partnerships will engage in the business of
equipment leasing and providing financing, which entail certain
economic and other risks, including, but not limited to, the
following: the risk of sharp changes in the market value or
technological obsolescence of some or all of the types of
Equipment that the Partnerships may lease or finance and the
physical deterioration of such Equipment; the possibility of
Lessee or User defaults; fluctuations in general business and
economic conditions; the adoption of legislation or regulations
that may affect the cost, manner of operations, and titling and
registration (when necessary) of certain of the Partnerships'
Equipment. Many of the foregoing risks are outside the control
of the Partnerships and may adversely affect their operating
costs or revenues and the amounts of residual equipment values
actually realizable by them. Such risks are further discussed
below.
Partnership Risks and Investment Risks
Investments Unspecified. The Equipment to be purchased and the
Leases and Financing Transactions to be entered into or acquired
have not been determined as of the date of this Prospectus. The
General Partner will have complete discretion in investing the
Net Offering Proceeds and proceeds from Partnerships'
Indebtedness within the limits set forth under the caption
INVESTMENT OBJECTIVES AND POLICIES. In addition, because the
Partnerships' Investments have not been specified, no one can
make a judgment as to whether or not the investments to be made
will result in investors receiving distributions sufficient to
return their investment and/or profit thereon.
Limited Voting Rights of Limited Partners. All decisions with
respect to management of the Partnerships, including the
determination as to which Equipment the Partnerships will
purchase and which Leases and Financing Transactions each will
enter into or acquire, will be made exclusively by the General
Partner. The success of the Partnerships, to a large extent,
will depend on the quality of the investment decisions made by
the General Partner, particularly as it relates to the purchase
of Equipment, the acquisition of Leases and Financing
Transactions and the re-leasing and disposition of its
Equipment. Limited Partners are not permitted to take part in
the management of the Partnerships or the establishment of the
Partnerships' investment objectives or policies. Accordingly,
potential investors should not purchase Units unless they are
willing to entrust all aspects of the management of the
Partnerships to the General Partner.
Generally speaking, only extraordinary matters, such as a
proposed amendment to the Partnership Agreement, are required to
be submitted for vote of the Limited Partners. For any matter
submitted for vote of the Limited Partners, the Consent of the
Majority Interest (more than 50% of the relevant Partnership's
Interests) is required for approval. The Partnership Agreement
provides that in determining the requisite percentage of
Interests necessary for a vote concerning (i) the removal of the
Sponsor as General Partner or (ii) any transaction between the
Sponsor and the Program, any Interests owned by the Sponsor shall
not be included. See Section 13.2 of the Partnership Agreement,
Voting Rights of the Limited Partners.
Investment Portfolio Composition. There can be no assurance as
to the ultimate composition of the Partnerships' actual
Investment portfolio, as there is no way of anticipating what
types of Equipment, Leases and Financing Transactions will be
available on reasonable terms at the times the Partnerships are
ready to invest their funds. The General Partner may vary the
Partnerships' Investment portfolio and may invest a substantial
portion of the Net Offering Proceeds and Cash From Operations
and/or Cash From Sales in Leases and Financing Transactions other
than those described under the caption INVESTMENT OBJECTIVES AND
POLICIES or may invest in Financing Transactions to a greater
degree than currently anticipated. Net Offering Proceeds, in this
instance, means the gross amount of Capital Contributions of all
limited partners less underwriting fees, sales commissions and
the O & O Expense Allowance payable by the Partnership.
Residual Value of Equipment. With respect to Leases - as
distinguished from Financing Transactions- a significant part of
the value of any such transaction to the Partnerships is the
potential value of the Equipment once the primary Lease term
expires. Each investor's ultimate investment return from the
Partnerships will depend, in part upon the residual value of the
Partnerships' Equipment at the time of its sale or re-lease.
Inasmuch as an item of Equipment's residual value is viewed as a
percentage of its acquisition cost, the General Partner's ability
to purchase Equipment at a favorable price is an important factor
in maximizing its ultimate residual value. The extent to which
this residual value can be realized will also depend to a
significant extent on the ability of the General Partner to
acquire Leases with Lease agreements containing provisions which
have the effect of preserving or enhancing the value of the
Equipment upon its return by the Lessee to the Partnership in
question at the expiration of the primary Lease term and the
General Partner's ability to maximize the value of the Equipment
in the market for used equipment such as the Equipment existing
at such time. The residual value realized by the Partnerships
will also depend, however, on factors beyond the control of the
Partnerships such as the cost of new equipment similar to the
Equipment at the time the Equipment is being remarketed by the
Partnership in question, the extent to which technological
developments during the Lease term have reduced to an
unanticipated extent the market for used equipment such as the
Equipment and the strength of the economy at such time.
A Lack of Diversification of Investments Would Result if only
the Minimum Offering were Raised. The Partnership may begin
operations with minimum capitalization of approximately
$1,038,000 (after payment of estimated Sales Commissions,
Underwriting Fees and O & O Expense Allowance totaling 13.50% or
$162,000 of Gross Offering Proceeds). The ability of the
Partnerships to diversify its Investments and its profitability
could be adversely affected by the amount of funds at its
disposal. To the extent that the minimum number of Units are
sold, it is likely that the Partnerships would not be able to
achieve as great a degree of diversification in their portfolio
of Investments as would be possible with more capital to invest.
See SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS.
Investment in Options. The Partnerships may enter into
transactions where the Partnerships acquire or enter into an
option to purchase Equipment for a fixed price at a future date
(typically at the end of the Lease Term encumbering the asset).
In the event of the bankruptcy of the party granting the option
or the Lessee in the underlying Lease, the option held by the
Partnerships might be unenforceable and the price paid by the
Partnerships might prove to be unrecoverable in whole or in part.
Risks Associated with Lessee or User Default. If a Lessee or
User defaulted on its payment obligations under a Lease or
Financing Transaction, the relevant Partnership would need to
repossess the Equipment in question or foreclose on such
Equipment and/or other collateral securing such transaction. If
the Partnership in question was then unable to sell or re-lease
the foreclosed Equipment or collateral upon rental terms
comparable to those under the original lease or were unable to
repossess such Equipment or collateral promptly or at all, the
relevant Partnership might realize a significant loss of
anticipated revenues that may result in the inability of such
Partnership to recover fully its investment in such Lease or
Financing Transaction. In that regard, if a Lessee or User
(meaning any equipment user to whom the Partnership provides
financing pursuant to a Financing Transaction) default occurs in
connection with the bankruptcy of such Lessee or User, there
could be a significant delay in the Partnership being able to
recover possession of the Equipment in question which delay
could, as noted in the preceding sentence, result in significant
loss to the Partnership. In the event a Lease was partially
financed with borrowed funds and there was a default by the
Lessee, the entire value of the Equipment realized upon its
repossession must first go to repay the related Lender and only
after that had occurred would any of the remaining realized value
be available for distribution to investors or reinvestment by the
Partnership. In any such circumstance, it is possible that the
Partnership's entire investment in the Investment would be lost.
Risks Of Investment In Securitization Transactions. The
Partnerships may invest in subordinated interests in special
purpose entities formed to acquire pools of Leases and Financing
Transactions. The pool of Leases and Financing Transactions
owned by such a special purpose entity would typically consist of
many hundreds of such transactions. A loss reserve may be
required based on historical data to account for the small
percentage of these transactions projected to be in default over
the life of the securitization. If a reserve pool is created, and
the actual default experience of a special purpose entity in
which a Partnership invested is worse than the loss reserve, the
Partnership's return on its investment, or the investment itself,
could be reduced or eliminated. If no reserve account is
created, the Partnership's return on its equity investment in the
securitization would be affected by the loss experience of the
pool.
Leveraged Investment--Increased Risk of Loss. It is expected
that each Partnership will acquire a portion of their Investments
for cash consideration and to acquire other Investments subject
to existing (primarily non-recourse) indebtedness. The General
Partner intends to use borrowings (or leverage) from
unaffiliated lenders to acquire additional Investments and
generate additional Gross Revenues for the Partnerships.
Typically, such borrowings are secured by a lien on the item of
the Partnership's Equipment being financed and the related
Leases. Such loans are generally, although not exclusively,
non-recourse to the other assets of the Partnership. Although
the use of borrowings permits the Partnership to acquire a
greater number and variety of Investments, borrowings may also
increase the Partnership's risk of loss. For example, if a
Lessee defaults in the payment of rentals due under a Lease which
has been assigned to a Lender, and if the Partnership is unable
to sell or re-lease such Equipment or collateral upon rental
terms comparable to those under the original Lease or is unable
to repossess such Equipment or collateral promptly or at all, the
Lender could foreclose on such Equipment and the Partnership
could be unable to recover its Investment.
It is also possible that the Partnership may, on occasion,
find it necessary to borrow funds for use in operations (for
example to upgrade Equipment so that it can be remarketed more
effectively.) There can be no assurance that, if the need to
borrow funds for use in operations were to develop, financing
would be available on terms satisfactory to the Partnership.
Risks Associated with Foreign Investments. The Partnerships
may lease a portion of their Equipment to lessees formed under
the laws of foreign countries or to other Lessees for use
exclusively outside the United States (or between foreign
countries and the United States). In such cases, regulatory
requirements of other countries governing equipment registration,
maintenance, noise control and other environmental factors,
liability of owners and lessors and other matters would apply.
Use of different accounting or financial reporting practices in
such countries may make it difficult to judge the risk that the
Lessees and Users will maintain their financial viability for the
entire term of the related Lease and Financing Transactions
thereby creating the risk of default and the possible loss of a
Partnership's investment in the related Lease and Financing
Transactions. Foreign registries may permit the recordation of
liens which would cloud the Partnership's title to its Equipment
or may omit to record liens or charges permitted under the laws
of such countries needed to ensure the relevant Partnership's
interest in any such Investment. The recognition in foreign
courts of judgments obtained in United States courts may be
difficult or impossible to obtain and foreign procedural rules
may otherwise delay such recognition. Political instability,
changes in national policy, competitive pressures, fuel
shortages, labor stoppages, recessions and other political and
economic events adversely affecting world or regional trading
markets of a particular foreign Lessee or User could also create
the risk that a foreign Lessee would fail or be unable to perform
its obligations to the Partnerships. It may be difficult for the
Partnerships to obtain possession of Equipment used outside of
the United States in the event of a default by the Lessee, or for
a Partnership to enforce its rights under the related Lease or
Financing Transaction. Moreover, foreign jurisdictions may
confiscate or expropriate Equipment without paying adequate
compensation. The use and operation of Equipment in a foreign
jurisdiction will be subject to the tax laws of that
jurisdiction, which may impose unanticipated taxes on the
ownership of Equipment, or the income derived therefrom. The
General Partner anticipates that the Leases and Financing
Transactions will contain provisions requiring the Lessees and
Users to reimburse the Partnerships for all taxes arising out of
the use and operation of the Equipment and to maintain insurance
covering the risks of confiscation of the Equipment by foreign
countries.
Changes in Currency Exchange Rates. Although the Partnerships
expect that most of their Investments will require payment in
U.S. dollars, payments under such Leases and/or Financing
Transactions may be payable in foreign currency. To avoid the
risks associated with changes in currency exchange rates the
Partnerships will only purchase Equipment subject to Leases or
Financing Transactions in which the rental payments are either
U.S. dollar denominated or where a foreign exchange contract or
letter or credit to assure the U.S. dollar value of the full
Lease or Financing Transaction payment schedule has been
purchased. In those circumstances where a Partnership acquires
a residual interest in Equipment, the amount and timing of
receipt of which is inherently unpredictable, it may be
impossible to hedge a foreign currency exposure which could
positively or adversely affect a Partnership's income from such a
transaction as measured in U.S. dollars. It is possible that a
country in which Equipment acquired by the Partnerships is
operated or registered may subsequently impose regulations or
restrictions upon the exchange or transfer of currency, so that
payment in U.S. currency may be prevented.
Risks Of Currency Hedge Contracts. A Partnership may enter into
Leases or Financing Transactions pursuant to which it would
receive periodic payments in currencies other than United States
dollars. In such circumstance the Partnership may elect to enter
into a hedge contract pursuant to which it would receive a fixed
United States dollar equivalent of such payments regardless of
subsequent fluctuations in the exchange rate between the two
currencies. In the event of a disruption in the foreign currency
payments due the Partnership from the Lease or Financing
Transaction in question, due to the default by the related Lessee
or obligor, the Partnership would probably be required to
continue to meet its obligations under the hedge contract by
acquiring the foreign currency equivalent of the missing hedged
payments at what might then be unfavorable exchange rates
Risks of Joint Ventures. The Partnership Agreement permits
the Partnerships to invest in Joint Ventures with other limited
partnerships or investment programs sponsored by the General
Partner and its Affiliates as well as programs sponsored by non
Affiliates. Joint Ventures will not permit the Partnerships
indirectly to engage in activities which it cannot directly
engage in as sole owner of any Investment under the terms of the
Partnership Agreement. Investing in Joint Ventures rather than a
direct investment in Leases or Financing Transactions may, under
some circumstances, involve additional risks, including risks
associated with the possibility that the Partnerships'
co-investors might become bankrupt or that such co-investors may
have economic or business interests or goals which are
inconsistent with the business interests or goals of the
Partnerships. Among other things, actions by such a co-investor
might have the result of subjecting Leases or Financing
Transactions owned by the Joint Venture to liabilities in excess
of those contemplated by the Partnerships or might have other
adverse consequences for the Partnerships. It is possible that,
if no one Person controls the Joint Venture, there will be a
potential risk of impasse on decisions, including a proposed sale
or other transfer of any Leases or Financing Transactions.
Uninsured Losses. The Partnerships' Leases and Financing
Transactions will generally require Lessees and Users to arrange,
at their expense, for comprehensive insurance (including fire,
liability and extended coverage) and to assume the risk of loss
of the Equipment or the collateral securing the Leases and
Financing Transactions, whether or not insured. When the Lessee
or User is not required to provide such insurance, the
Partnerships will obtain it at their own expense. However, there
are certain types of losses (generally of a catastrophic nature
such as those due to war or earthquakes) which are either
uninsurable or not economically insurable. Should such a
disaster occur with respect to Equipment or collateral securing
the Leases and Financing Transactions the Partnerships could
suffer a total loss of such Investments.
Risk of Loss of Equipment Registration. Aircraft and marine
vessels are subject to certain registration requirements.
Registration with the Federal Aviation Administration (FAA) may
be required for the operation of aircraft within the United
States. Similarly, certain types of marine vessels must be
registered with the United States Coast Guard prior to operation
in the waterways of the United States and rolling stock and
over-the-road vehicles may be subject to registration
requirements. Failure to register or loss of such registration
for these types of equipment could result in substantial
penalties, the premature sale of such Equipment and the inability
to operate and lease the Equipment.
Rate of Limited Partner Cash Distributions Not Fixed. While
it is the Partnerships' objective to make monthly cash
distributions from net cash flows from operations, the General
Partner may determine it is in the best interest of the
Partnerships to change the amount of such cash flows which are
distributed to the Limited Partners and reinvested in additional
Investments. (see CASH DISTRIBUTIONS TO PARTNERS - Monthly Cash
Distributions.)
Return Difficult to Predict. Until all cash distributions from
the operations of the Partnerships and from sale of all its
assets has been completed the final level of an investor's return
on investment, if any, cannot be determined. There is no
assurance that investors will achieve any specified rate of
return on their respective capital contributions to the
Partnerships and the total return on capital of the Partnerships
can only be determined at the termination of the Partnership
after all residual cash flows (proceeds from sale and re-leasing
of equipment after the initial and any subsequent lease terms
have expired) have been realized (see CASH DISTRIBUTIONS TO
PARTNERS - Monthly Cash Distributions.)
Decrease in Distributions during Liquidation Period. During
the Liquidation Period of each Partnership, it is expected that
distributions may sharply decrease relative to the annual cash
distribution objectives for the Reinvestment Period, because as
Investments are liquidated there will be fewer Leases and
Financing Transactions available to generate cash from operations.
Lack of a Secondary Market for Units; Restricted
Transferability. The Units are limited partnership interests.
In order to avoid treatment as a publicly traded partnership,
the Code and regulations promulgated thereunder by the Department
of the Treasury of the United States impose severe limitations on
the ability of the General Partner or the Partnerships to create
or participate in a secondary market for Units. As a result of
the foregoing, only a limited market for limited partnership
interests, such as Units, currently exists. The ability of an
owner of Units to sell or otherwise transfer such Units (other
than at a substantial discount) is extremely limited. As a
result, an investor must view an investment in the Partnerships
as a long-term, illiquid investment. See TRANSFER OF UNITS.
Redemption Price for Units Not Equal to Capital Account
Balance. Commencing with the second full quarter following the
Final Closing Date, any Limited Partner (other than any
Affiliated Limited Partner) may request that a Partnership redeem
up to 100% of the Units held by such Limited Partner. A
Partnership is under no obligation to do so. The redemption
price payable in the event the General Partner determines in its
sole discretion to redeem such Units has been unilaterally set.
Such redemption price initially approximates the Net Offering
Proceeds realized by a Partnership from Capital Contributions of
a Limited Partner on the date of his or her admission to a
Partnership after deduction of Front-End Fees and has a maximum
value equal to the Capital Account balance of such Limited
Partner as of the end of the quarter preceding the redemption,
reduced by cash distributions for the calendar quarter in which
the redemption occurs. See TRANSFER OF UNITS--Limited Right of
Presentment for Redemption of Units. However, during the term
of a Partnership, the redemption price may have no direct
relationship to a Limited Partner's Capital Account at the time
of a redemption. In the event a Limited Partner's interest in a
Partnership is redeemed it is probable that the redemption price
would provide a significantly lower value than the value realized
by retaining the Limited Partner's interest in a Partnership.
Liability of Limited Partners for Certain Distributions. A
Limited Partner's personal liability for obligations of the
Partnerships generally will be limited under the Delaware Act to
the amount of such Limited Partner's Capital Contribution. Under
the Delaware Act, a Limited Partner may be liable to return to a
Partnership any amount distributed for a period of three years
from the date of such distribution if such distribution causes
the liabilities of the Partnership (other than Partnership
liabilities to Partners on account of their partnership interests
and non-recourse debt) to exceed the fair market value of the
assets of such Partnership in the event the Limited Partner knew
such facts at the time of such distribution.
Conflicts of Interest. The Partnerships will be subject to
various conflicts of interest arising out of its relationship to
the General Partner and its Affiliates which may arise during the
life of the Partnerships--see the CONFLICTS OF INTEREST Section
of this Prospectus. Such conflicts may include:
the lack of separate legal representation and arm's length
negotiations of the program agreements and of compensation
payable to the General Partner;
the General Partner would realize a greater amount of
Acquisition Fees (subject to a ceiling on such fees) if a
greater percent of debt were employed;
the Partnership Agreement does not prohibit the General
Partner or its Affiliates from competing with a Partnership for
Equipment acquisitions, financing, refinancing, leasing and
re-leasing opportunities on its or their own behalf or on
behalf of the prior Programs;
because a deficiency in the amount of reserves relative to the
Partnerships' contingent liabilities may expose the General
Partner to potential liability to creditors of the Partnership,
the General Partner may have a conflict of interest in
determining when to allocate cash flow for distribution to the
Limited Partners or to the Partnerships' Reserve Account;
if the Partnership enters into a Joint Venture, the General
Partner would have a fiduciary duty to the Partnerships and to
any other partnerships sponsored by it which participate in the
joint venture which may result in conflicts arising in
determining when and whether to dispose of any jointly owned
interest;
the General Partner may be presented with the opportunity to
earn fees or other compensation for referring a prospective
lessee to a lessor other than the Partnerships or other
programs sponsored by the General Partner or to its Affiliates;
due to affiliation with the General Partner, the
Dealer-Manager's review and investigation of the Partnerships
and the information provided in this Prospectus will not have
the benefit of a review and investigation by an independent
securities firm in the capacity of a dealer-manager; and
as Tax Matters Partner, the General Partner is empowered,
among other acts, to enter into negotiations with the Service
to settle tax disputes and to thereby bind the Partnerships and
the Limited Partners by such settlement. There is no assurance
that such settlement will be in the best interest of any
specific Limited Partner given his or her specific tax
situation.
Certain of such conflicts are affected by (i) the fiduciary
duty that the General Partner owes to the Limited Partners and by
(ii) provisions of the Partnership Agreement which are intended
to minimize conflicts between the General Partner and its
Affiliates on the one hand and the Limited Partners on the
other. See SUMMARY OF THE PARTNERSHIP AGREEMENT and CONFLICTS
OF INTEREST.
Participation of a Securities Sales Affiliate in this
Offering. The Dealer-Manager is an Affiliate of the General
Partner. As a result, the information provided in this
Prospectus will not have the benefit of a review and
investigation by an independent securities firm in the capacity
of a dealer-manager.
General Partner Not Employed by Partnership Exclusively. The
Partnerships will not employ their own full-time officers,
directors or employees. The General Partner will supervise and
control the business affairs of the Partnerships. The
Partnerships will contract with the General Partner to manage the
Partnerships' Investments. The officers and employees of the
General Partner will devote to the Partnerships' affairs only
such time as may be reasonably necessary to conduct its
business. See CONFLICTS OF INTEREST.
Equipment Leases May be Subject to Usury Laws. Equipment
leases have, on occasion, been held by the courts to be loan
transactions subject to state usury laws. It is expected that
all of the Financing Transactions will be treated as loan
transactions by the Partnerships. It is anticipated that the
Partnerships will structure their Leases and Financing
Transactions so as to avoid application of the usury laws of the
states in which it will conduct their operations. However, there
can be no assurance that the Partnerships will be successful in
doing so.
Federal Income Tax Risks and ERISA Risks
Federal Tax Considerations in General. Although certain
federal income tax aspects may be important in analyzing the
attractiveness of an investment in the Partnerships' Units,
prospective investors in the Partnerships should make an
investment based primarily on economic rather than tax factors.
While the Partnerships have obtained an opinion of Tax Counsel as
to various tax matters and Tax Counsel has reviewed the FEDERAL
INCOME TAX CONSEQUENCES Section of this Prospectus for accuracy,
that opinion and such review is limited largely to those tax
matters believed to be material to an individual taxpayer.
Furthermore, such tax opinion is subject to certain assumptions
concerning the future operations of the Partnerships (which may
vary from such assumptions) and is not binding on the Internal
Revenue Service (the Service). In addition, no ruling has been
or will be sought from the Service on any federal income tax
issue. Because of such facts and because each investor's other
income and expenses may materially affect the tax consequences of
an investment in Units, there can be no assurance that the tax
consequences described in this Prospectus will be obtained by
every investor. Prospective investors and their advisors should,
therefore, not only carefully review the FEDERAL INCOME TAX
CONSEQUENCES Section of this Prospectus, but should also
carefully review their own particular circumstances. Many of the
tax consequences described herein are unclear because of the
passage in recent years of major tax legislation, which has not
been interpreted through Treasury Regulations, published
administrative positions of the service or court decisions.
Availability of the tax benefits described herein may be
challenged by the Service upon audit of any tax return of the
Partnerships. Any adjustment to any tax return of the
Partnerships as a result of an audit could also result in
adjustments to the income tax returns of the Limited Partners,
and might result in an examination of such returns for items
unrelated to the Partnerships, or an examination of such returns
for prior years. The Limited Partners could incur substantial
legal and accounting costs in contesting any Service challenge,
regardless of the outcome.
Partnership Status. The Service may successfully contend that
a Partnership should be treated as a publicly traded
partnership (PTP) that is treated as a corporation for federal
income tax purposes rather than as a partnership. In such event,
substantially all of the possible tax benefits (primarily
non-taxation of a Partnership and a pass-through to investors of
all income and losses) of an investment in a Partnership could be
eliminated. See FEDERAL INCOME TAX CONSEQUENCES-- --Publicly
Traded Partnerships. If a Partnership were treated as a PTP,
the following results would occur: (a) losses realized by a
Partnership would not pass through to Partners, (b) a Partnership
would be taxed at income tax rates applicable to corporations,
and (c) distributions to the Partners would be taxable to them as
dividend income to the extent of current and accumulated earnings
and profits. In order to minimize the possibility of PTP
treatment for a Partnership, Section 10 of the Partnership
Agreement provides for restrictions on transfers of Units by
incorporating certain safe harbor tests specified in Treasury
Regulations.
Tax Treatment of Leases as Sales or Financings. Although the
General Partner expects that with respect to each Lease the
Partnerships will be treated, for federal income tax purposes, as
the owner and lessor of the Equipment, it is possible that the
Service may challenge some or all of the Partnerships' Leases and
assert that they are properly characterized as sales or
financings for federal tax purposes. Such treatment would result
in the loss of cost recovery deductions by the Partnerships with
respect to the Equipment subject to such Leases. See FEDERAL
INCOME TAX CONSEQUENCES--Tax Treatment of the Leases.
Tax Liability From Operations And Sales or Other
Dispositions. The tax liability of Limited Partners may
materially exceed net income for financial reporting purposes.
The General Partner expects that taxable income for each year
will generally, if not always, be less than cash distributions
for the same year. However, the sale or other disposition of a
Unit or Partnerships' property may result in Limited Partners
realizing federal income tax liabilities that exceed the amount
of cash (if any) realized from such sale or other disposition.
Audit of Partnership Return. An audit of a Partnership's
information return may lead to an audit of income tax returns of
Limited Partners which could lead to adjustments of items
unrelated to a Partnership.
Limitations on the Deduction of Losses. The ability of
individuals, trusts, estates, personal service corporations and
certain other closely-held corporations to deduct losses
generated by the Partnerships is limited to the amounts such
investors have at risk in the activity, i.e., generally the
amount paid for their Units plus any profit allocations, reduced
by loss allocations and distributions. Additionally, such
investors are subject to restriction on the deductibility of
losses attributable to certain passive activities. The
Partnerships' operations will constitute passive activities.
Such investors can only use passive losses to offset passive
income in calculating tax liability. See FEDERAL INCOME TAX
CONSEQUENCES--Deductibility of Losses: Passive Losses, Tax Basis
and --'At Risk' Limitations.
Allocation of Profits and Losses. Allocations of Profits or
Losses between the General Partner and Limited Partners might be
successfully challenged by the Service if they did not have
substantial economic effect or were not made in accordance with
the interests of the Partners. If such a challenge were
upheld, taxable income and loss might be reallocated, resulting
in the Limited Partners being allocated more taxable income or
less loss than that allocated to them under the Partnership
Agreement. To avoid such a challenge, the Partnership Agreement
includes provisions regarding special allocations and curative
allocations to comply with the applicable requirements of
Treasury Regulations. See FEDERAL INCOME TAX CONSEQUENCES-
Allocations of Profits and Losses.
Unrelated Business Income. Investors that are entities
customarily exempt from federal income taxation on their income,
such as qualified corporate pension, profit sharing and stock
bonus plans, including Keogh Plans (Qualified Plans), IRAs and
certain charitable and other organizations described in Section
501(c) of the Code, are nevertheless subject to unrelated
business tax under the Code on unrelated business taxable
income (UBTI). Such entities are required to file federal
income tax returns if they have total UBTI from all sources in
excess of $1,000 per year. The Partnerships' leasing income and
certain other income of the Partnerships will generally
constitute UBTI taxable to such entities. See FEDERAL INCOME
TAX CONSEQUENCES--Taxation of Employee Benefit Plans and Other
Tax-Exempt Organizations.
Equitable Owner of Properties. The Partnerships and Joint
Ventures in which it invests will be entitled to cost recovery,
depreciation or amortization deductions with respect to their
properties only if they are considered to be the equitable owners
of the Partnerships' properties for federal income tax purposes.
The determination of who is the equitable owner is based on many
factors. If the Partnerships were deemed not to be the equitable
owner of its Equipment and other properties, it would not be
entitled to cost recovery, depreciation or amortization
deductions, and the character of Partnerships' leasing income
might be deemed to be portfolio income instead of passive
income. See FEDERAL INCOME TAX CONSEQUENCES -- Tax Treatment of
the Leases and -Deductibility of Losses: Passive Losses, Tax
Basis and 'At Risk' Limitation.
Foreign Investors. Foreign investors should be aware that
income from the Partnerships may be subject to United States
federal income tax withholding. Such investors may also be
required to file United States federal income tax returns. See
FEDERAL INCOME TAX CONSEQUENCES -- Foreign Investors.
Additional Taxes and Reporting Obligations. Limited Partners
may be required to pay various taxes in connection with an
investment in the Partnerships, such as the alternative minimum
tax (AMT). Each Limited Partner is expected to be allocated a
ratable share of tax preference items and the operations of the
Partnerships may give rise to other adjustments which could
increase a particular investor's AMT. AMT is treated in the same
manner as the regular income tax for purposes of payment of
estimated taxes. See FEDERAL INCOME TAX CONSEQUENCES-
Alternative Minimum Tax.
Limited Partners also may be subject to state and local
taxation, such as income, franchise or personal property taxes in
the state in which they are a resident, as a result of their
Partnership investment. The Partnerships' use of Equipment
outside the United States might also subject the Partnerships or
Limited Partners to income or other taxation in foreign countries.
ERISA Risks. Under certain circumstances, ERISA and the Code,
as interpreted by the Department of Labor, will apply a
look-through rule under which the assets of an entity in which
a Qualified Plan or IRA has made an equity investment may
constitute plan assets. Under certain circumstances, an
investment in Units may not be an appropriate investment for
Qualified Plans or IRAs due to such interpretations. Fiduciaries
of Qualified Plans and IRAs, in consultation with their advisors,
should carefully consider: (1) whether an investment in Units is
consistent with their fiduciary responsibilities and (2) the
effect of the possible treatment of assets if the Partnerships'
underlying assets are treated as plan assets. See INVESTMENT
BY QUALIFIED PLANS.
THE FOREGOING IS A SUMMARY OF THE SIGNIFICANT FEDERAL INCOME
TAX RISKS RELATING TO A PURCHASE OF UNITS AND THE FORMATION AND
PROPOSED OPERATIONS OF THE PARTNERSHIPS. THE RISKS DESCRIBED
ABOVE AND THE OTHER SIGNIFICANT FEDERAL INCOME TAX CONSEQUENCES
RELATING TO THE PURCHASE OF UNITS ARE FURTHER DESCRIBED IN
FEDERAL INCOME TAX CONSEQUENCES.
VARIOUS TAX RULES INCLUDING, WITHOUT LIMITATION, STATE, LOCAL
AND FOREIGN TAXES, THE ALTERNATIVE MINIMUM TAX, THE 'AT-RISK,'
PASSIVE LOSS AND INVESTMENT INTEREST LIMITATIONS, AND THE
UNRELATED BUSINESS INCOME TAX RULES PRODUCE TAX EFFECTS THAT CAN
VARY BASED ON A LIMITED PARTNER'S PARTICULAR CIRCUMSTANCES.
THEREFORE, PROSPECTIVE LIMITED PARTNERS ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS AS TO THE PARTICULAR CONSEQUENCES OF AN
INVESTMENT IN UNITS.
SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS
The following tables set forth the General Partner's best
estimate of the use of the Gross Offering Proceeds from the sale
of the Minimum Offering ($1,200,000) and the Maximum Offering
($75,000,000) for each Partnership. Because the Partnerships
have not made any acquisitions, certain of the amounts below
cannot be precisely calculated at the present time and may vary
substantially from these estimates. As shown below, it is
projected that 80.40% of Gross Offering Proceeds will be used to
make investments in Leases and Financing Transactions (assuming a
Maximum Offering). See footnote 7 to the following table.
Minimum Offering Maximum Offering
Dollar Dollar
Amount per Partnership %(1)
Amount per Partnership %(1)
Gross Offerings Proceeds (2)$1,200,000 100.00%$75,000,000
100.00%
Expenses:
Sales Commissions (3) (96,000) (8.00%) (6,000,000) (8.00%)
Underwriting Fees (4) (24,000) (2.00%) (1,500,000) (2.00%)
O & O Expense Allowance (5)(42,000)(3.50%) (1,875,000) (2.50%)
Public Offering Expenses(162,000)(13.50%) (9,375,000) (12.50%)
Acquisition Fees (attributable to
Offering Proceeds and
Borrowings)(7) (138,000) (11.50%) (5,328,102) (7.10%)
Gross Offering Proceeds
Available for Investments
$900,000 75.00% $60,296,898 80.40%
(1)All percentages shown in the table above are percentages of Gross Offering
Proceeds.
(2) Does not include $1,000 in cash contributed by both the Original Limited
Partner and the General Partner to each Partnership at the
time of its formation. Upon the Initial Closing of each
Partnership, the Original Limited Partner will withdraw from
such Partnership and his capital contribution of $1,000 will
be refunded.
(3)Each Partnership will pay to participating broker-dealers a Sales
Commission
of $8.00 per Unit sold (8% of Gross Offering Proceeds), except
that no Sales Commission will be paid in respect of Units sold
to Affiliated Limited Partners. The General Partner expects
that substantially all Sales Commissions will be paid to
unaffiliated Selling Dealers.
(4)Each Partnership will pay the Dealer-Manager an Underwriting Fee equal
to $2.00 for each Unit sold (2.0% of Gross Offering Proceeds)
for managing the Offering of Units and to reimburse, on a
non-accountable basis, for the wholesaling fees and expenses
of the Sponsor.
(5)Each Partnership will pay the General Partner an O & O Expense Allowance
equal to $3.50 for each Unit sold (3.5% of Gross Offering
Proceeds) if the Offering results in Gross Offering Proceeds
of $25,000,000 or less. The General Partner will reduce the
percentage of O & O Expense Allowance payable to it by the
Partnership from 3.5% to 2.5% for Gross Offering Proceeds
exceeding $25,000,000 but less than $50,000,000; and from 2.5%
to 1.5% for Gross Offering Proceeds exceeding $50,000,000. The
O & O Expense Allowance will be paid on a non-accountable
basis, which means that such compensation may be less than, or
greater than, the actual costs and expenses paid by the
General Partner and the Dealer-Manager in (a) organizing the
Partnerships and offering Units for sale (which may include
advertising and promotional expenses incurred in preparing the
Partnerships for registration and subsequently offering and
distributing the Units to the public--the Organizational and
Offering Expenses) and (b) fees and expenses actually
incurred by the Dealer-Manager and prospective Selling
Dealers. Such due diligence fees and expenses are limited to
an aggregate amount not to exceed the lesser of (a) one-half
of 1% of Gross Offering Proceeds or (b) the amount permitted
to be paid pursuant to Appendix F to Article III of the NASD
Rules of Fair Practice. The General Partner has agreed in the
Partnership Agreement to pay all Organizational and Offering
Expenses in excess of those previously noted, in the
aggregate, without recourse to, or reimbursement from, the
Partnerships. See PLAN OF DISTRIBUTION and SUMMARY OF THE
PARTNERSHIP AGREEMENT.
(6)The Partnerships intend to establish an initial Reserve equal to 1.0%
of Gross Offering Proceeds, which will be maintained and used
for insurance, certain repairs, replacements and miscellaneous
contingencies.
(7)The amounts and percentages shown in the column entitled Minimum Offering
represent for the Minimum Offering the maximum Acquisition
Fees which are payable from Gross Offering Proceeds. The
amounts and percentages shown in the column entitled Maximum
Offering represent for the Maximum Offering the minimum
Acquisition Fees which are payable from Gross Offering
Proceeds The amounts and percentage shown are computed by
multiplying 3% by the total purchase price of Investments
purchased with both Capital Contributions and with borrowings
and the result is then reduced to the amounts and percentages
shown on the foregoing chart.
COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES
The following table discloses in summary fashion the forms and
estimated amounts of all compensation or distributions which may
be paid, directly or indirectly, by the Partnerships to the
General Partner and its Affiliates. Some of such compensation
will be paid regardless of the success or profitability of the
Partnerships' operations. The following compensation was not
determined by arm's-length negotiations.
Notwithstanding the fact that some of the compensation
disclosed below may vary in amount from the amounts projected,
the total amounts of compensation payable to all Persons,
including the General Partner, is limited by provisions of the
Partnership Agreement and the requirements of (a) the NASAA
Guidelines, which include specific maximum sponsor compensation
and minimum use of proceeds requirements and (b) the NASD's Rules
of Fair Practice (which limit selling compensation).
Organization and
Offering Stage
Form of (and Entity Estimated Dollar
Receiving) Method of Amount
Compensation Compensation
Underwriting Fees A minimum of $24,000
(payable to ICON 2.0% ($2.00 per if the Minimum
Securities Corp., the Unit) of the Gross Offering of 12,000
Dealer-Manager) Offering Proceeds on Units is sold per
all Units sold. Partnership and a
maximum of
$1,500,000 if the
Maximum Offering of
750,000 Units is
sold per Partnership.
Sales Commissions 8.0% ($8.00 per Not determinable at
(expected to be paid Unit) of the Gross this time.
primarily to Selling Offering Proceeds of
Dealers with a de all Units sold, If all Units sold
minimis amount except for Units were sold by the
expected to be paid sold to Affiliated Dealer-Manager
to ICON Securities Limited Partners, (which is actually
Corp.) which shall be sold expected to sell
on a net of Sales only a de minimis
Commission basis. number of Units),
the maximum amount
of Sales Commissions
that the
Dealer-Manager could
receive would be
$96,000 if the
Minimum Offering of
12,000 Units is sold
per Partnership and
$6,000,000 if the
Maximum Offering of
750,000 Units is
sold per
Partnership, in each
case calculated
without giving
effect to possible
reduction of such
Sales Commissions
not payable for
Units purchased by
Affiliated Limited
Partners, if any.
O & O Expense 3.5% ($3.50 per Not determinable at
Allowance (payable to Unit) of the first this time.
ICON Capital Corp., $25,000,000 of each
the General Unit sold for Gross A minimum of $42,000
Partner, or the Offering Proceeds; if the Minimum
Dealer-Manager, or 2.5% ($2.50 per Offering of 12,000
both, for Unit) of each Unit Units is sold per
Organizational and sold for Gross Partnership and a
Offering Expenses) Offering Proceeds in maximum of
excess of $1,875,000 if the
$25,000,000 but less Maximum Offering of
than $50,000,000; 750,000 Units is
and 1.5% ($1.50 per sold per Partnership.
Unit) for Gross
Offering Proceeds
exceeding
$50,000,000. The
General Partner has
agreed in the
Partnership
Agreement to pay
actual
Organizational and
Offering Expenses
for this Offering to
the extent such
expenses exceed
the O & O Expense
Allowance.
The General Partner
will pay or advance
the bona fide due
diligence fees and
expenses of the
Dealer-Manager and
actual and
prospective Selling
Dealers on a fully
accountable basis
from such Allowance
up to, but not in
excess, of the
lesser of the
maximum amount
payable under the
NASD Rules of Fair
Practice, or 1/2 1% of
Gross Offering
Proceeds per Unit
with respect to each
Partnership payable
to the
Dealer-Manager.
Operational Stage
Form of (and Entity
Receiving) Method of Estimated Dollar
Compensation Compensation Amount
Acquisition Fee 3.0% of (a) the The total of all
(payable to ICON purchase price paid Acquisition Fees
Capital Corp.) by the Partnership paid to the General
to the seller of Partner and to any
each item of other Persons over
Equipment acquired the life of each
or residual value Partnership will not
interest acquired, exceed the lesser of
in each case (a) 15% of Gross
inclusive of debt Offering Proceeds or
incurred or assumed (b) an aggregate
or debt which would amount which,
be assumed if the together with other
option to acquire a Front-End Fees, does
residual value not exceed the
interest were maximum amount of
immediately Front-End Fees
exercised and (b) allowable under
the principal amount Section IV.C.2. of
of each Financing the NASAA Guidelines.
Transaction entered
into or acquired by Total Acquisition
the Partnership. Fees would equal
11.5% of Gross
Offering Proceeds
per Partnership (or
$138,000 if the
Minimum Offering of
12,000 Units is sold
per Partnership) and
7.10% of Gross
Offering Proceeds
per Partnership ( or
$5,328,102 if the
Maximum Offering of
750,000 Units is
sold per
Partnership.)
In calculating
Acquisition Fees,
fees payable by or
on behalf of each
Partnership to
unaffiliated finders
and brokers will be
deducted from
Acquisition Fees
otherwise payable to
the General
Partner. No
finder's or broker's
fees may be paid to
any Affiliate of the
General Partner.
Form of (and Entity Method of Estimated Dollar
Receiving) Compensation Amount
Compensation
Acquisition Fees are
required to be
reduced or refunded
if the Partnerships'
Investment in
Equipment is less
than the greater of
(i) 80% of the Gross
Offering Proceeds
reduced by .0625%
for each 1% of
borrowings
encumbering the
Partnerships'
Equipment, or (ii)
75% of the Gross
Offering Proceeds.
. See SOURCES AND
USES OF OFFERING
PROCEEDS AND RELATED
INDEBTEDNESS.
Management Fee for The lesser of: Not determinable at
actively managing the this time.
leasing, re-leasing, (i)(a) 5% of gross
financing and rental payments from The General Partner
refinancing of Operating Leases has agreed to
Partnership Leases (except Operating subordinate (without
and Financing Leases (if any) for interest) its
Transactions (payable which management receipt of monthly
to the General services are payments of the
Partner) performed by non Management Fees to
Affiliates under the the Limited
supervision of the Partners' receipt of
General Partner for the First Cash
which 1% of annual Distributions until
gross rental the earlier of (1)
payments shall be receipt by the
payable), Limited Partners, of
all accrued but
(b) 2% of gross previously unpaid,
rental payments and and current,
debt service installments of
payments from First Cash
Full-Payout Leases Distributions (as so
with net lease limited) or (2)
provisions, 2% of expiration of the
annual gross Reinvestment
principal and Period. Any
interest payments Management Fees so
from Financing deferred will be
Transactions (see deferred without
INVESTMENT interest during the
OBJECTIVES AND Reinvestment Period
POLICIES-Financing until the Limited
Transactions), Partners have
received the
(c) and 7% of gross previously unpaid
rental payments from portion of First
Equipment operated Cash Distributions
by the Partnership described in the
as provided in NASAA preceding sentence.
Guidelines Section
IV.E.4(2), or Management Fees
payable with respect
to Investments
acquired by the
Partnership prior to
the effective date
of the withdrawal of
the General Partner
shall remain payable
to the General
Partner
notwithstanding any
such withdrawal as
and when the
Partnership receives
the rental proceeds
from such
Investments creating
the obligation to
pay such Management
Fees.
(2)If the General Partner provides both equipment management and additional
services, relating to the continued and active operation of
program Equipment, such as on-going marketing and re-leasing of
Equipment, hiring or arranging for the hiring of crews or
operating personnel for the Partnerships' Equipment and similar
services, it may charge the Partnerships a management fee not to
exceed 7.0% of the gross rental payments from Equipment operated
by the Partnerships.
Form of (and Entity
Receiving) Method of Estimated Dollar
Compensation Compensation Amount
(ii) management fees which
are competitive
and/or customarily
charged by others
rendering similar
services as an
ongoing public
activity in the same
geographic location
Distributable Cash for similar Not determinable at
From Operations equipment and this time.
(share distributable Financing
to the General Transactions.
Partner)
Prior to Payout
(i.e. the time when
cash distributions
in an amount equal
to the sum of the
Limited Partners'
(i) capital
contributions and
(ii) an 8.0%
cumulative annual
return thereon, have
been made),
distributions of
Distributable Cash
From Operations
shall be made 99% to
the Limited Partners
and 1% to the
General Partner.
After Payout,
distributions of
Distributable Cash
From Operations
shall be tentatively
attributed 90% to
the Limited Partners
and 10% to the
General Partner.
Distributable Cash Prior to Payout Not determinable at
From Sales (share (i.e. the time when this time.
distributable to the cash distributions
General Partner) in an amount equal
to the sum of the
Limited Partners'
(i) capital
contributions and
(ii) an 8.0%
cumulative annual
return thereon,
compounded daily,
have been made),
distributions of
Distributable Cash
From Sales shall be
made 99% to the
Limited Partners and
1% to the General
Partner. After
Payout,
distributions of
Distributable Cash
From Operations
shall be tentatively
attributed 90% to
the Limited Partners
and 10% to the
General Partner.
Form of (and Entity
Receiving) Method of Estimated Dollar
Compensation Compensation Amount
Subordinated With respect to Not determinable at
Remarketing Fee for sales of the this time.
arranging the sale of Equipment and of the
the Partnerships' Financing
Equipment and of the Transactions, a
Partnerships' Subordinated
Financing Remarketing Fee
Transactions (payable payable to the
to the General General Partner in
Partner). an amount equal to
the lesser of (i) 3%
of the contract
sales price for the
Partnerships'
Investments (as
defined in the
Glossary), or (ii)
one-half the normal
competitive
commission charged
by unaffiliated
parties for such
services in light of
the size, type and
location of the
Leases and Financing
Transactions. No
Subordinated
Remarketing Fee will
accrue or be payable
with respect to any
portion of Cash From
Sales which is
reinvested in
additional
Partnership
Investments.
Payment of such
Subordinated
Remarketing Fee will
be deferred until
after Payout and
will be made without
interest.
Reimbursement for Subject to the Not determinable at
out-of-pocket limitations this time.
Acquisition Expenses contained in Section
incurred by the 6.4 of the
General Partner and Partnership
Affiliates directly Agreement, the
attributable to the Partnership will
acquisition of reimburse the
Equipment (payable to General Partner and
the General Partner its Affiliates for
and Affiliates) (3) certain expenses
incurred by them in
connection with the
Partnership's
operations.
Interest in Partnership Profits or Losses
Partnerships' Profits The General Partner Not determinable at
and Losses for Tax will be allocated this time.
Purposes (share shares of the
allocable to the Partnerships'
General Partner) Profits and Losses
for Tax Purposes
that generally
approximate its
share of
Distributable Cash
From Operations and
of Distributable
Cash From Sales. See
FEDERAL INCOME TAX
CONSEQUENCES-
Allocations of
Profits and Losses.
(3) In the event the General Partner or an Affiliate temporarily
purchases Equipment with its own funds in order to facilitate the
later purchase by the Partnerships, the General Partner or such
Affiliate, as the case may be, will retain any rent or other
payments received for the Equipment, and bear all expenses and
liabilities with respect to such Equipment, for all periods
during which the invested capital of the General Partner or an
Affiliate is at risk and prior to the acquisition of the
Equipment by the Partnerships.
As described in the above table, the General Partner will
reduce the percent of O & O Expense Allowance payable to it by
the Partnership from the 3.5% of Gross Offering Proceeds of
$25,000,000 or less to 2.5% for Gross Offering Proceeds exceeding
$25,000,000 but less than $50,000,000; and from 2.5% to 1.5% for
Gross Offering Proceeds exceeding $50,000,000. on a
non-accountable basis, (exclusive of Sales Commissions), whether
or not incurred. Such Organizational and Offering Expenses
include, but are not limited to, legal, accounting and printing
costs, and filing and qualification fees and disbursements, bona
fide due diligence fees and expenses actually incurred by the
Dealer-Manager and prospective Selling Dealers up to an aggregate
amount equal to the lesser of one-half of 1% of Gross Offering
Proceeds or the amount permitted to be paid pursuant to Appendix
F to Article III of the NASD Rules of Fair Practice and expenses
for salaries and direct expenses of officers and directors of the
General Partner while directly engaged in organizing the
Partnerships and registering the Units. The General Partner has
agreed to pay any amount by which such O & O Expense Allowance
exceeds the foregoing.
As described in the above table, the General Partner will be
entitled to receive Acquisition Fees from the Partnerships for
evaluating, selecting, negotiating and closing the acquisition of
the Partnerships' Equipment and entering into Financing
Transactions. In addition, sellers of Equipment to the
Partnerships may pay fees to brokers or finders representing such
sellers, but in no event may such brokers or finders include the
General Partner or any of its Affiliates.
Acquisition Fees payable by the Partnerships to the General
Partner will equal the sum of 3.0% of (a) the aggregate purchase
price paid for all items of Equipment acquired by the
Partnerships and (b) the aggregate principal amount of Financing
Transactions entered into by the Partnerships with unaffiliated
Users, subject to certain conditions and limitations specified in
the Partnership Agreement. The Acquisition Fees presented under
the caption SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS are calculated assuming that, on average, total
indebtedness will equal 67% of the Purchase Price of all of the
Partnership's Investments.
The General Partner has agreed to limit maximum permitted
Partnership borrowings during the Offering Period in the event
Gross Offering Proceeds exceed $25,000,000; the reduction will be
pro rata from the 80% permitted borrowings if Gross Offering
Proceeds do not exceed $25,000,000 to an aggregate of 67% if a
Maximum Offering involving Gross Offering Proceeds of $75,000,000
are realized by the Partnership. Following the Offering Period
and to the extent the limitations in the immediately preceding
sentence require leverage of less than 75%, the Partnerships'
permitted leverage may rise to 75% at the time reinvestment
proceeds are reinvested by the Partnership. To the extent that
such limitation is not otherwise satisfied, the Acquisition Fees
payable or paid to the General Partner by the Partnerships will
be reduced or refunded by the General Partner to the Partnerships
to the extent necessary to comply with such limitation. Any such
refund shall bear interest calculated at a rate of 1% per month
if such refund is not made within 30 days after the end of any
calendar quarter in which the Partnerships' Investment in
Equipment fails to satisfy such minimum investment.
In addition to the O & O Expense Allowance, the Partnerships
will reimburse the General Partner and its Affiliates for (1) the
actual costs to them of goods and materials used for or by the
Partnerships and obtained from unaffiliated parties; (2) expenses
related to the purchase, operation, financing and disposition of
the Partnerships' Leases and Financing Transactions incurred
prior to the time that each Partnership has funds available to
pay such expenses directly; and (3) administrative services
necessary to the prudent operation of a Partnership, not in
excess of the lesser of the General Partner's (or Affiliate's)
costs or 90% of the costs which a Partnership would be required
to pay to independent parties for comparable services. Each
Partnerships' Annual Reports to its Limited Partners will provide
a breakdown of services performed by, and amounts reimbursed to,
the General Partner and its Affiliates.
Assuming the sale of 750,000 Units in a twelve (12) month
period, the General Partner estimates that it would incur the
following expenses which would be potentially eligible to be
reimbursed by the Partnerships at the end of such period pursuant
to the NASAA Guidelines and section 6.4(i) of the Partnership
Agreement (subject to the limitations on such reimbursements
described below):
Salaries and benefits:
Accounting staff$150,000
Professional staff270,000
Secretarial staff90,000
Investor relations staff 150,000
Computer and equipment 90,000
Maintenance 30,000
Total $780,000
Section 6.4(i) of the Partnership Agreement provides
limitations on types and annual amounts of eligible expenses of
the Partnerships which may actually be paid by the Partnerships.
In general, neither the Sponsor nor any Affiliated Entity may be
reimbursed by the Partnerships for amounts expended with respect
to the following for purposes other than specific to the business
of the Partnerships:
(11) salaries, fringe benefits, travel expenses or other
administrative items incurred by or allocated to any
Controlling Person of the Sponsor or any such Affiliated
Entity; and
(22) expenses for rent, depreciation and utilities or for
capital equipment or other administrative items (other than as
specified provided in such Section 6.4(i)).
In addition to the foregoing limitations, the reimbursement
for administrative expenses authorized by such Section 6.4(i)
which is made in any year during the Reinvestment Period may not
exceed the sum of (a) 2% of the Partnerships' Gross Revenues
(excluding any Cash From Sales) for such year plus (b) the excess
(if any) of such expense reimbursement limitation for all prior
years over the amounts of such expenses actually reimbursed by
the Partnerships for such prior years. To the extent that the
total of such expenses which are actually incurred in any year
exceed the amount which is actually reimbursed for such year, the
unreimbursed expenses will be accrued and may be paid to the
General Partner, without interest thereon, in any succeeding year
for which the administrative expenses are less than such year's
expense reimbursement limitation.
While a Partnership is not permitted to pay any remuneration
to any officer or director of the General Partner or any
Affiliated Entity for services on a Partnership's behalf, the
Sponsor or the Dealer-Manager may apply any portion or none of
the O & O Expense Allowance paid to it to defray such costs.
No specific arrangements have been made for the General
Partner or any of its Affiliates of the General Partner to
provide financing for a Partnership's Leases and Financing
Transactions. All such financing is subject to certain
restrictions set forth in Section 6.4 of the Partnership
Agreement.
CONFLICTS OF INTEREST
The Partnerships will be subject to various conflicts of
interest with the General Partner, its Affiliates and investment
entities advised, managed or controlled by them. Certain
provisions of the Partnership Agreement are intended to protect
the Limited Partners' interests (specifically Sections 6.2 and
6.4, which limit the General Partner's exercise of powers and its
and its Affiliates' compensation therefor). In addition, see
FIDUCIARY RESPONSIBILITY for a discussion of the General
Partner's fiduciary obligations to the Limited Partners, which,
in general, require the General Partner to consider the best
interests of the Limited Partners in managing the Partnerships'
assets and affairs.
The General Partner intends to use its best business judgment
and discretion in resolving any conflicts which arise. These
conflicts include, but are not limited to, the following:
Lack of Separate Legal Representation and Lack of Arm's Length
Negotiation of the Program Agreements
The Partnerships, the Dealer-Manager and the General Partner
are represented by the same Counsel. The Limited Partners, as a
group, have not been represented by legal counsel and the
Partnerships' Counsel has not acted on behalf of prospective
investors nor conducted a review or investigation on their
behalf. None of the agreements and arrangements between the
Partnerships on the one hand and the General Partner or
Dealer-Manager on the other hand have been negotiated on an arm's
length basis. The attorneys, accountants and other experts who
perform services for the Partnerships will also perform services
for the General Partner, the Dealer-Manager, certain of its
Affiliates and for other partnerships or ventures which the
General Partner or its Affiliates may sponsor. However, should a
dispute arise between a Partnership, on the one hand, and the
General Partner or Dealer-Manager, on the other hand, the General
Partner will cause such Partnership to retain separate legal
counsel to represent such Partnership in connection with such
dispute.
Compensation of the General Partner and Affiliates
The compensation payable by the Partnerships to the General
Partner and Dealer-Manager have been determined unilaterally by
the General Partner and, therefore, are not the result of
arm's-length negotiations. However, the amount of such
compensation is believed to be representative of practices in the
industry and complies with the NASAA Guidelines as in effect on
the date of this Prospectus. The General Partner and
Dealer-Manager will receive substantial compensation upon each
Closing and upon, or from, the Partnerships' acquisition, use and
sale of its Leases and Financing Transactions. Decisions
involving these transactions will be made by the General Partner
in its discretion. See SUMMARY OF COMPENSATION.
A conflict of interest may also arise from decisions by the
General Partners concerning the timing of the Partnerships'
purchases and sales of Equipment or the termination of the
Partnership, each of which events will have an effect on the
timing and amounts of its compensation. In such circumstances,
the interest of the General Partner in continuing the
Partnerships and receiving Management Fees, for example, may
conflict with the interests of the Limited Partners in realizing
an earlier return of their capital and any investment return
thereon.
Effect of Leverage on Compensation Arrangements
The General Partner intends to acquire the Partnerships'
Investments with borrowings approximating 67% of the aggregate
purchase price of the Partnerships' total Investments, but is
permitted to finance up to 80% of the aggregate purchase price of
all the Partnership Investments in the event Gross Offering
Proceeds are $25,000,000 or less. If Gross Offering Proceeds are
$25,000,000 or less for each Partnership the General Partner
believes that higher leverage will best serve the Partnership in
question by allowing for greater diversification of Equipment and
lower concentrations from a Lessee credit standpoint than could
be the case if lower leverage standards existed. Since
Acquisition Fees are based upon the purchase price of all
Equipment acquired by the Partnerships, including related
borrowings, the General Partner would realize a greater amount of
Acquisition Fees (subject to a ceiling on such fees) if a greater
percent of debt were employed. If Gross Offering Proceeds exceed
$25,000,000, however, the General Partners has agreed to a pro
rata limitation on the aggregate permitted borrowings by the
Partnerships. If Gross Offering Proceeds were $50,000,000, their
permitted borrowing limitation would be reduced from 80% of the
aggregate purchase price of the Partnerships' Total Investment to
75%. In the event of a Maximum Offering of $75,000,000, the
limitation would be reduced further to 67% of the aggregate
purchase price of the Partnerships' Total Investments. Following
the Offering Period and to the extent the limitations in the
immediately preceding sentence require leverage of less than 75%,
the Partnerships' permitted leverage may rise to 75% at the time
reinvestment proceeds are reinvested by the Partnership. (See
SUMMARY OF COMPENSATION).
Competition With the General Partner and its Affiliates
The General Partner and its Affiliates are engaged directly
and indirectly in the business of acquiring and leasing equipment
for their own respective accounts as well as for other Programs.
The General Partner or any of its Affiliates may in the future
form or sponsor, or act as a general partner of, or as an advisor
to, other investment entities (including other public equipment
ownership and leasing partnerships) which have investment
objectives similar to the Partnerships' and which may be in a
position to acquire the same Investments at the same time as the
Partnerships. See CERTAIN RELATIONSHIPS WITH THE PARTNERSHIP
and MANAGEMENT for a chart of and a description of the
relationships of the Partnerships to the General Partner and
relevant Affiliates.
The Partnership Agreement does not prohibit the General
Partner or its Affiliates from competing with a Partnership for
Equipment acquisitions, financing, refinancing, leasing and
re-leasing opportunities on its or their own behalf or on behalf
of the prior Programs. Neither the General Partner nor any of
its Affiliates will be obligated by the Partnership Agreement to
present particular Investments opportunities that come to its
attention to a Partnership even if such opportunities are of a
character which might be suitable for such Partnership except as
noted below.
Neither the General Partner nor any Affiliate of the General
Partner shall be obligated to present any particular investment
opportunity to a Partnership, and the General Partner and each
such Affiliate shall have the right, subject only to the
provisions of the next following paragraph, to take for its own
account (individually or otherwise), or to recommend to any
Affiliated Entity (including the Partnerships), any particular
investment opportunity, considering, among other things, the
following factors with respect to itself and each Affiliated
Entity:
(aa) its own and each Affiliated Entity's general
investment objectives and policies, including, without
limitation, cash distribution objectives and leverage
policies;
(bb) its own and each Affiliated Entity's existing
portfolio, including the diversification thereof (by type of
equipment, by Lessee or borrower, by length of lease term,
by industry and by geographic area) and the effect the
making of such investment would have thereon;
(cc) the cash available to it and to each Affiliated Entity
for the purpose of making such investment and the length of
time such funds have been available;
(dd) its own and each Affiliated Entity's current and
long-term liabilities; and
(ee) the estimated income tax consequences of such
investment to it and each Affiliated Entity and to the
individual investors participating therein.
Any conflicts in determining and allocating Investments
between the General Partner and its Affiliated Entities on the
one hand and a Partnership will be resolved by the Investment
Committee, which will evaluate the suitability of all prospective
lease acquisitions and Financing Transactions for investment by a
Partnership before it makes a decision about the suitability of
the opportunity for the it's own portfolio. In general, the
General Partner intends to apply the following criteria and the
prospective transaction is expected to be considered for the
General Partner's own portfolio only if:
The required cash investment is greater than the cash
available for investment by a Partnership;
The amount of debt is above levels deemed acceptable for a
Partnership;
The equipment type is not appropriate to a Partnership's
objectives, which include, among others, the avoidance of
concentration of exposure to any one class of equipment;
The lessee credit quality does not satisfy a Partnership's
objective of maintaining a high-quality portfolio with low
credit losses while avoiding a concentration of exposure to
any individual lessee or borrower;
The term remaining exceeds the Liquidation Period
guidelines established in the Partnership Agreement;
The available cash flow (or lack thereof) is not
commensurate with a Partnership's need to make certain
distributions during the Reinvestment Period (as defined);
The transaction structure, particularly with respect to the
end-of-lease options governing the equipment, does not
provide a Partnership with the residual value opportunity
commensurate with the total return requirements of the
Partnership; and
The transaction does not comply with the terms and
conditions of the Partnership Agreement.
If the Investments available from time to time to a Partnership and
to other Affiliated Entities is less than the aggregate amount of
Investment then sought by them, the available Investment shall
generally be allocated to the investment entity which has been
seeking Investments for the longest period of time.
The General Partner shall make investment opportunities
available as set forth above on a rotation basis; provided that
until all Capital Contributions have been invested or committed
to investment in Investments and Reserves, used to pay permitted
Front-End Fees or returned to the Limited Partners as provided in
the Partnership Agreement, all such investment opportunities
(other than certain Leases) shall be presented to the
Partnerships first.
Conflicts may also arise between two or more Affiliated
Entities (including the Partnerships) advised or managed by the
General Partner or any of its Affiliates, or between one or more
of such Affiliated Entities and any Affiliate of the General
Partner acting for its own account, which may be seeking to
re-lease or sell similar equipment at the same time. In any such
case involving Affiliated Entities, the first opportunity to
re-lease or sell equipment shall generally be allocated to the
Affiliated Entity attempting to re-lease or sell equipment which
has been subject to the lease which expired first, or, if the
leases expire simultaneously, the lease which was first to take
effect. However, the General Partner in its discretion may make
exceptions to this general policy where equipment is subject to
remarketing commitments which provide otherwise or in cases in
which, in the General Partner's judgment, other circumstances
make the application of such policy inequitable or not
economically feasible for a particular Investment Entity.
Determination of Reserves and Liability of the General Partner
for Partnership Obligations
As a general rule, the General Partner is liable for the
Partnerships' liabilities which exceed its assets (including
Reserves for working capital and contingent liabilities). The
General Partner has sole discretion to determine the amount of
Reserves and the allocation of the Partnerships' cash flow to
maintain or increase the amount the Reserve account. Because a
deficiency in the amount of reserves relative to the
Partnerships' contingent liabilities may expose the General
Partner to potential liability to creditors of the Partnerships,
the General Partner may have a conflict of interest in
determining when to allocate cash flow for distribution to the
Limited Partners or to the Partnerships' Reserve Account.
Joint Ventures
To permit added diversification, the Partnerships may invest
in joint ventures with other limited partnerships or other
investment entities sponsored by the General Partner, any
Affiliate or any non Affiliate. If the Partnership enters into a
joint venture, the General Partner would have a fiduciary duty to
the Partnerships and to any other partnerships sponsored by it
which participate in the joint venture which may result in
conflicts arising in determining when and whether to dispose of
any jointly owned investment. In order to minimize the
likelihood of a conflict between these fiduciary duties, the
Partnership Agreement restricts investments in such joint
ventures by requiring that such joint investment must comply with
the investment criteria and investment objectives of the
Partnerships. See RISK FACTORS--Partnership and Investment
Risks--Risks of Joint Ventures.
Lease Referrals
From time to time, the General Partner may be presented with
the opportunity to earn fees or other compensation for referring
a prospective lessee to a lessor other than the Partnerships or
other programs sponsored by the General Partner or to its
Affiliates. Such activities could involve conflicts of interest
in that the General Partner would receive compensation as a
result of such referral even though the Partnerships would not
receive any benefits. Section 6.5 of the Partnership Agreement
provides that, if the Partnerships have funds available for
investment, the General Partner will not refer prospective
lessees to third parties for compensation unless using the
criteria listed above under Competition with the General Partner
and its Affiliates the investment in question is deemed by the
General Partner to be inconsistent with the investment objectives
and diversification of the Partnerships.
Participation of a Securities Sales Affiliate in this Offering
Units will be sold on a best-efforts basis through ICON
Securities Corp. which will act as Dealer-Manager and will
receive Underwriting Fees, with respect to sales of all Units and
will receive Sales Commissions for Units (if any) sold by its
securities representatives (except for sales of Units to
Affiliated Limited Partners). Because of affiliation with the
General Partner, its review and investigation of the Partnerships
and of the information provided in this Prospectus will not have
the benefit of a review and investigation by an independent
securities firm in the capacity of a dealer-manager.
General Partner to Act as Tax Matters Partner
The General Partner has been designated as the Tax Matters
Partner under the Partnership Agreement for purposes of dealing
with the Internal Revenue Service (Service) on any audit or
other administrative proceeding before the Service and/or any
legal proceeding. As Tax Matters Partner, the General Partner is
empowered, among other acts, to enter into negotiations with the
Service, to settle tax disputes and to thereby bind the
Partnerships and the Limited Partners by such settlement. While
the General Partner will seek to take into consideration the
interest of the Limited Partners generally in agreeing to any
settlement of any disputed items of Partnerships' income and
expense, there is no assurance that such settlement will be in
the best interest of any specific Limited Partner given his or
her specific tax situation.
FIDUCIARY RESPONSIBILITY
General
The General Partner is accountable to the Partnerships as a
fiduciary pursuant to the terms of the Partnership Agreement. In
accordance therewith, the General Partner must at all times act
with integrity and good faith and exercise due diligence in the
conduct of the business of the Partnerships and in resolving
conflicts of interest, subject to certain limitations set forth
in the Partnership Agreement.
Conflicts
General. Under Delaware law, general partners are held to a
duty of the highest good faith in conducting partnership
affairs. This has been interpreted to mean that a general
partner cannot engage in a business which would create an
interest for the general partner that is adverse to that of the
Partnerships. Because the General Partner and certain
partnerships and other investment entities which it has
sponsored, or in the future may sponsor, will acquire and lease
equipment and enter into financing arrangements, the General
Partner may be deemed to have a position adverse to the
Partnerships.
Modification. The Partnership Agreement includes certain provisions
which are intended to facilitate resolution of conflicts of
interest which may arise between the Partnerships and other
Programs sponsored by the General Partner or any Affiliates of
the General Partner with respect to particular investment
opportunities that become available. The General Partner shall
make investment opportunities available as described in that
section; provided that until all Capital Contributions have been
invested or committed to investment in Investments and Reserves,
used to pay permitted Front-End Fees or returned to the Limited
Partners as provided in the Partnership Agreement, all such
investment opportunities shall be presented to the Partnerships
first. Furthermore, if two or more entities sponsored by the
General Partner or any of its Affiliates are in a position to
lease the same equipment or provide the same financing, the
General Partner will generally afford priority to the entity that
has equipment which has been available for lease or sale or that
has had funds available to invest for the longest period of
time. It is not clear under Delaware law whether such provisions
would be enforceable.
Detriment and Benefit. Without modifying the general common
law fiduciary duties, the General Partner could not serve as the
general partner for the Partnerships and any other investor
program which might acquire, finance and lease equipment at the
same time. The modification made by the Partnership Agreement
may operate as a detriment to the Limited Partners because there
may be business opportunities that will not be made available to
the Partnerships.
The foregoing modifications permit the General Partner to act
as the General Partner of more than one similar investment
program and for the Partnerships to benefit from its experience
resulting therefrom, but relieves the General Partner and/or its
Affiliates of the strict fiduciary duty of a general partner
acting as such for only one investment program at a time, and
permits the Partnerships to use joint ventures to acquire larger
and more diverse assets. The Partnership Agreement provisions
are intended to reconcile the applicable requirements of the
Delaware Act with the fact that the General Partner is currently
managing, and will continue to manage during the term of the
Partnerships, a number of other equipment leasing programs with
which possible conflicts of interest may arise and be resolved in
a manner consistent with the expectation of the investors of all
such programs, the General Partner's fiduciary duties and the
Partnerships' and such other entities' investment objectives,
including especially that of investment diversification.
Indemnification of the General Partner, Dealer-Manager and
Selling Dealers
The Partnership Agreement provides that the General Partner
shall have limited liability to the Partnerships and the Limited
Partners, and provides for the indemnification of the General
Partner and its Affiliates by the Partnerships, from the assets
of the Partnerships (and not by the Limited Partners), for any
liability, loss, cost and expense of litigation that arises out
of certain acts or omissions by the General Partner and its
Affiliates, provided that the General Partner or the Affiliate
determined in good faith that such action or inaction was in the
best interests of the Partnerships and such course of conduct did
not constitute negligence or misconduct by the General Partner or
such Affiliate. Notwithstanding the foregoing, the General
Partner and each Affiliate shall be liable, responsible and
accountable, and the Partnerships shall not be liable to any such
party, for any portion of any such liability, loss, cost or
expense which resulted from such party's own fraud, negligence,
misconduct or, if applicable, breach of fiduciary duty to the
Partnerships or any Partner, as determined by a court of
competent jurisdiction. As a result, purchasers of Units may
have a more limited right of action in certain circumstances than
they would in the absence of such provisions in the Partnership
Agreement which provisions could be asserted by the General
Partner as a defense to suit by a Limited Partner for alleged
breach by the General Partner of its fiduciary duty in conducting
the affairs of the Partnerships.
In addition, the General Partner has agreed to indemnify the
Dealer-Manager and the Selling Dealers against all losses,
claims, damages, liabilities and expenses incurred by any of them
(except those arising as a result of their own fraud, negligence
or misconduct) in connection with the offer or sale of Units. A
successful claim for any indemnification would deplete the
Partnerships' assets by the amount paid and could reduce the
amount of distributions subsequently made to the Limited Partners.
The Partnerships are not permitted, however, to furnish
indemnification to the General Partner, any Affiliate of the
General Partner, any Affiliate or any Person acting as a Selling
Dealer (as the case may be) for any losses, liabilities or
litigation, settlement or any other costs or expenses arising
from or out of an alleged violation of federal or state
securities laws unless (i)(A) there has been a successful
adjudication on the merits in favor of such indemnitee or Selling
Dealer on each count involving alleged securities laws violations
by such indemnitee or Selling Dealer, (B) such claims have been
dismissed with prejudice on the merits by a court of competent
jurisdiction or (C) a court of competent jurisdiction shall have
approved a settlement of the claims against the indemnitee and
indemnification in respect of the costs thereof, and (ii) the
court shall have been advised by the General Partner as to the
current position of the Securities and Exchange Commission, the
Securities Divisions of the Commonwealths of Massachusetts and
Pennsylvania, the States of Missouri and Tennessee and any other
relevant regulatory body with respect to the issue of
indemnification for securities law violations.
Investor Remedies
Under the Delaware Act, a Limited Partner may institute legal
action (i) on behalf of himself and all other similarly situated
Limited Partners (a class action) to recover damages for a breach
by the General Partner of its fiduciary duty or (ii) on behalf of
the Partnerships (a derivative action) to recover damages from
the General Partner or from third parties where the General
Partner has failed or refused to enforce an obligation. In
addition, (i) investors may have the right, subject to procedural
and jurisdictional requirements, to bring partnership class
actions in federal courts to enforce their rights under federal
and state securities laws; and (ii) investors who have suffered
losses in connection with the purchase or sale of their Units may
be able to recover such losses from the entity (e.g., a Selling
Dealer or the Dealer-Manager (including all Persons associated
therewith)) which is determined to have violated the anti-fraud
provisions of federal or state securities laws.
In addition, where an employee benefit plan has acquired
Units, case law applying the fiduciary duty concepts of ERISA to
an insurance company in connection with an insurance contract
could be viewed to apply with equal force to the General
Partner. The General Partner will provide quarterly and annual
reports of operations and must, on demand, give any Limited
Partner or his/her legal representative a copy of the Form 10-K
and true and full information concerning the Partnerships'
affairs. Further, the Partnerships' books and records may be
inspected or copied by its Limited Partners or their legal
representatives at any time during normal business hours. See
SUMMARY OF THE PARTNERSHIP AGREEMENT -- Access to Books and
Records.
This is a rapidly developing and changing area of the law and
this summary, which describes in general terms the remedies
available to Limited Partners for breaches of fiduciary duty by
the General Partner, is based on statutes and judicial and
administrative decisions as of the date of this Prospectus.
Limited Partners who have questions concerning the duties of the
General Partner or who believe that a breach of fiduciary duty by
the General Partner has occurred should consult their own counsel.
To the extent that the indemnification provisions purport to
include indemnification for liabilities arising under the
Securities Act, in the opinion of the Commission, such
indemnification is contrary to public policy and therefore
unenforceable. If a claim for indemnification against such
liabilities (other than for expenses incurred in a successful
defense) is asserted against the Partnerships by the General
Partner under the Partnership Agreement or otherwise, the
Partnerships will submit to a court of competent jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES
Prior Public Programs
The General Partner was formed in 1985 to finance and lease
equipment, and sponsor and act as the general partner for
publicly offered, income-oriented equipment leasing limited
partnerships. In addition to the Partnership, the General
Partner is the general partner of ICON Cash Flow Partners, L.P.,
Series A (Series A), ICON Cash Flow Partners, L.P., Series B
(Series B), ICON Cash Flow Partners, L.P., Series C (Series
C), ICON Cash Flow Partners, L.P., Series D (Series D), ICON
Cash Flow Partners, L.P., Series E (Series E), ICON Cash Flow
Partners L.P. Six (L.P. Six) and ICON Cash Flow Partners L.P.
Seven (L.P. Seven). Series A, Series B, Series C, Series D,
Series E, L.P. Six and L.P. Seven are referred to collectively as
the Prior Public Programs. The Prior Public Programs were also
publicly-offered and income-oriented equipment leasing limited
partnerships with objectives similar to the Partnerships. The
General Partner and its Affiliates have also engaged in the past
and may in the future engage, to a limited extent, in the
business of brokering equipment leasing or Financing Transactions
which do not meet the investment criteria established by the
General Partner and the Prior Public Programs (such as
creditworthiness, equipment types, excess transaction size or
concentration by lessee, location or industry).
As of February 1, 1989 (the final date for admission of its
limited partners), Series A had held twelve closings beginning
May 6, 1988 and ending January 8, 1989, and had received a total
of $2,504,500 in limited partner capital contributions from 222
investors. As of November 16, 1990 (the final date for admission
of its limited partners), Series B had held twenty-seven closings
beginning September 22, 1989 and ending on November 16, 1990
following which a total of 1,742 investors, holding limited
partnership interests equal to the entire $20,000,000 offering of
such partnership, were admitted as limited partners in the Series
B partnership. As of June 20, 1991 (the final date for admission
of its limited partners), Series C had held thirteen closings
beginning January 3, 1991 and ending on June 20, 1991 following
which a total of 1,732 investors, holding limited partnership
interests equal to the entire $20,000,000 offering of such
partnership, were admitted as limited partners in the Series C
partnership. As of June 5, 1992 (the final date for admission of
its limited partners), Series D had held nineteen closings
beginning September 18, 1991 and ending on June 5, 1992,
following which a total of 3,054 investors, holding limited
partnership interests equal to the entire $40,000,000 offering of
such partnership, were admitted as limited partners in the Series
D partnership. As of August 6, 1993, Series E had held 27
closings beginning July 6, 1992 and ended on August 6, 1993,
following which a total of 3,738 investors which had subscribed
for units in such partnership through July 31, 1993 (the
termination date of Series E's offering period) and which held
limited partnership interests equal to $61,041,150 out of the
original $80,000,000 offering which was registered had been
admitted as Limited Partners to the Series E partnership. As of
November 8, 1995, L.P. Six had held 41 closings beginning March
31, 1994 and ending on November 8, 1995, following which a total
of 2,272 investors, which had subscribed for units in such
partnership and held limited partnership interests equal to
$38,385,712 out of the original $120,000,000 offering which was
registered, had been admitted to the partnership. As of June 30,
1998, L.P. Seven had held 53 closings beginning January 19, 1996
and including June 30, 1998, following which a total of 4,126
investors, which had subscribed for units in such partnership and
held limited partnership interests equal to $85,793,834 out of
the original $100,000,000 offering which was registered, and had
been admitted to the L.P. Seven partnership.
The Prior Public Programs are all actively engaged in the
purchase of Equipment and the entering into and the acquiring of
Leases and Financing Transactions. As of March 31, 1998, the
Prior Public Programs had originated or acquired investments
(stated in terms of their respective original acquisition costs)
as follows: Series A had acquired a total of $6,033,973 of
leased equipment (by original cost), $1,542,785 of Financing
Transactions (by original cost) and total investments of
$7,576,758 (by original cost). Series B had acquired a total of
$61,466,203 of leased equipment, $4,114,770 of Financing
Transactions and total investments of $65,580,973; Series C had
acquired a total of $66,504,867 of leased equipment, $3,752,413
of Financing Transactions and total investments of $70,257,280;
Series D had acquired a total of $112,606,872 of leased
equipment, $20,164,549 of Financing Transactions and total
investments of $132,771,421; Series E had acquired a total of
$207,778,033 of leased equipment, $22,998,729 of Financing
Transactions and total investments of $230,776,762; and L.P. Six
had acquired a total of $142,702,746 of leased equipment,
$12,307,967 of Financing Transactions and total investments of
$155,010,713.; L.P. Seven acquired a total of $257,234,989 of
leased equipment, $778,060of Financing Transactions and total
investments of $258,013,049.
As of March 31, 1998, Series A had equipment under management
(by original cost of investment acquired less the total original
cost of assets sold) consisting of $98,054 of leases and $209,693
of Financing Transactions which represents 2% and 14% of the
original cost of investments acquired, respectively. Series B
had equipment under management (determined as above) consisting
of $2,153,000 of leases and $1,516,343 of Financing Transactions
which represents 4% and 27% of the original cost of investments
acquired, respectively. Series C had equipment under management
(determined as above) consisting of $4,081,683of leases and
$2,017,927 of Financing Transactions which represents 6% and 54%
of the original cost of investments acquired, respectively.
Series D had equipment under management (determined as above)
consisting of $32,194,705 of leases and $2,783,652 of Financing
Transactions which represents 29% and 14% of the original cost of
investments acquired, respectively. Series E had equipment under
management (determined as above) consisting of $73,180,285 of
leases and $12,233,536 of Financing Transactions which represents
35% and 53% of the original cost of investments acquired,
respectively, L.P. Six had equipment under management (determined
as above) consisting of $83,787,630 of leases and $4,192,552 of
Financing Transactions which represents 59% and 34% of the
original cost of investments acquired, respectively and L.P.
Seven had equipment under management (determined as above)
consisting of $221,417,949 of leases and $778,060 of Financing
Transactions which represents 86% and 100% of the original cost
of investments acquired, respectively.
The percentages and amounts of cash distributions which
represented investment income (after deductions for depreciation
and amortization of initial direct costs of its investments) and
a return of capital (corresponding to a portion of the
depreciation deductions for the related equipment) for Series A
through L.P. Seven for each year from their respective dates of
formation through March 31, 1998 are included in TABLE III of
Exhibit B to the Prospectus. Certain additional investment
information concerning such Programs as of March 31, 1998 is also
included in Tables I, II and V of Exhibit B to the Prospectus.
Three of the Prior Public Programs, Series A, Series B and
Series C experienced unexpected losses in 1992 as shown on TABLE
III of Exhibit B to Cumulative Supplement No. 3. Series A
experienced losses of $133,569 in 1992 primarily related to the
bankruptcy of Richmond Gordman Stores, Inc. In 1992, Series B
wrote down its residual positions by $506,690, $138,218 of which
was related to the bankruptcy of Richmond Gordman Stores, Inc.
and $368,472 of which was related to rapid obsolescence of
equipment due to unexpected withdrawal of software support by the
manufacturer. Series C wrote-down its residual position in 1992
by $1,412,365 relating to the bankruptcy of PharMor, Inc. which
involved the reported misappropriation of funds by the management
of such company and the overstatement of inventory on its audited
financial statements. The Sponsor has taken certain steps which
it believes will assist Series A, Series B and Series C in the
partial recovery of losses, including the following: (1) foregone
Administrative Expense reimbursements for the period July 1, 1991
through September 30, 1993, to which it was otherwise entitled in
the amount of $34,961 (Series A), $697,463 (Series B) and
$859,961 (Series C); (2) reduced the annual cash distribution
rate to 9% effective September 1, 1993 for Series A, B and C to
make available additional funds for supplemental reinvestments
for each of such Programs; (3) effective September 30, 1993 the
Sponsor deferred $38,081 in Series A management fees and
effective November 15, 1995 and June 19, 1996, eliminated Series
B and C's obligation to pay $220,000 and $529,125, respectively,
in accrued and future management fees; (4) effective January 1,
1994 reduced the management fees which Series A, Series B and
Series C would each pay to the Sponsor to a flat rate of 2% and
effective January 1, 1995 further reduced the management fees
which Series A pays to the Sponsor to a flat rate of 1%; (5)
effective January 31, 1994, converted the variable rate borrowing
facilities of Series A, B and C to fixed rate, term loan
financings in the original principal amounts of $720,000,
$1,600,000 and $1,500,000, respectively, to eliminate interest
rate risk on the related portions of such Programs' portfolios;
(6) effective January 31, 1995, amended the partnership agreement
of Series A, by vote of a majority of its limited partners to (a)
extend the reinvestment period of Series A by not less than 2 nor
more than 4 years, (b) authorize loans by the Sponsor to Series A
under certain conditions for a term in excess of twelve months
and up to $250,000, and (c) (as noted in clause (4), above)
decrease the rate of management fees payable by Series A to the
Sponsor to a flat 1% of gross revenues from all of its Leases and
Financing Transactions (pursuant to the amendments, the Sponsor,
in February and March 1995, lent $75,000 and $100,000,
respectively, to Series A), which was converted to a capital
contribution in September, 1997; (7) effective November 15, 1995,
amended the Partnership Agreement of Series B, by vote of a
majority of its Limited Partners to (a) extend the reinvestment
period of Series B for up to four additional years and thereby
delay the start and end of the Liquidation Period, and (b)
eliminate the obligation of Series B to pay the General Partner
$220,000 of the $347,000 of accrued management fees and any
future management fees, and (c) limit past management fees
payable by Series B to $127,000 and require the General Partner
to pay such amount to Series B as an additional capital
contribution; and (8) effective June 19, 1996, amended the
Partnership Agreement of Series C by vote of a majority of its
Limited Partners to (a) extend the reinvestment period of Series
C for up to four and one half additional years and thereby delay
the start and the end of the Liquidation Period, and (b)
eliminate the obligation of series B to pay the General Partner
$529,125 of the $634,125 of management fees and (c) limit past
management fees payable by Series C to $105,000 and require the
General Partner to pay such amount to Series C as an additional
capital contribution. There can be no assurance that the
forgoing steps will be successful in recovering the full amount
of the losses of Series A, Series B and Series C which are
described in this paragraph. To the extent such efforts are not
successful and, as a result Series B or Series C do not earn
sufficient amounts through their respective remaining periods of
operations to recoup such losses, any of such Programs so
effected would not be able to return all of its respective
investors' capital.
The General Partner hereby agrees that it will provide the most
recent Form 10-K, with exhibits, for the Partnerships, upon
written request (with no fee but with reimbursement of its actual
out of pocket costs and expenses of copying and mailing such Form
10-K.)
The information presented in this Section concerning the Prior
Public Programs and the information and data in the Tables
included as Exhibit B for the Prior Public Programs are unaudited
and represent the experience of the General Partner and its
Affiliates in the Prior Programs. Persons who invest in Units in
a Partnership will not have any ownership interest in any other
program as a result of such investment and should not assume that
they will experience returns, if any, comparable to those
experienced by the investors in the Prior Public Programs.
STATUS OF THE OFFERING
As of the date of this Prospectus, a Partnership has not had
an Initial Closing.
CERTAIN RELATIONSHIPS WITH THE PARTNERSHIPS
The following diagram shows the relationship of the
Partnerships and the General Partner with certain Affiliates of
the General Partner. The solid lines indicate ownership and the
broken lines certain contractual relationships. All of the
entities shown below are corporations except as otherwise
indicated.
ICON Holdings Corp.
|
|
|
|
ICON Securities Corp.
ICON Capital Corp.
(the Dealer-Manager) (General Partner)
(100% of the outstanding (100% of the
securities of the Dealer- outstanding securities
Manager is owned by ICON of the General Partner
Holdings Corp.) is owned by
| ICON Holdings Corp.)
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- -------------------------------------------ICON Income Fund Eight 1
L.P.-------------------------------------------
1 A or B
MANAGEMENT
The General Partner
The General Partner, ICON Capital Corp., is a Connecticut
corporation which was formed in 1985 under the name ICON
Properties, Inc. The name of the General Partner was changed on
July 19, 1990 to more accurately reflect the scope and focus of
its business activities. The General Partner's principal offices
are located at 600 Mamaroneck Avenue, Harrison, New York 10528
((914) 698-0600), with additional offices located at 31 Milk
Street, Suite 1111, Boston, Massachusetts 02109 ((617) 338-4292)
and Four Embarcadero Center, Suite 1810, San Francisco,
California 94111 ((415) 981-4266). The officers of the General
Partner, listed below, have extensive experience in selecting,
acquiring, leasing, financing, managing and remarketing
(re-leasing and selling) equipment.
The General Partner will perform, or cause to be performed,
all services relating to the day-to-day management of the
Equipment purchased and Leases and Financing Transactions
acquired or entered into by the Partnerships. Such services
include the collection of payments due from the Lessees and
Users, re-leasing services in connection with Equipment which is
off-lease, inspections of the Equipment, liaison with Lessees and
Users, supervision of maintenance being performed by third
parties, and monitoring of performance by the Lessees of their
obligations under the Leases and Users, including payment of rent
or principal and interest and all operating expenses.
The officers and directors of the General Partner are:
Beaufort J. B. Clarke Chairman, President, Chief
Executive Officer and Director
Thomas W. Martin Executive Vice President, Treasurer and
Director
Paul B. Weiss Executive Vice President
Allen V. Hirsch Senior Vice President
Gary N. Silverhardt Senior Vice President, Chief
Financial Officer and Director
Robert W. Kohlmeyer, Jr. Senior Vice President of
Operations
David W. Parr Vice President, General Counsel and
Assistant Secretary
John L. Lee Secretary
Beaufort J. B. Clarke, 51, became the Chairman, President,
Chief Executive Officer and Director of both the General Partner
and the Dealer-Manager in August of 1996. Prior to his present
positions, Mr. Clarke was founder, President and Chief Executive
Officer of Griffin Equity Partners, Inc. (a purchaser of
equipment leasing portfolios) from October 1993 through August
1996. Previous to that time, Mr. Clarke was president of Gemini
Financial Holdings, Inc. (an equipment leasing company) from June
1990 through September 1993. Prior to that time, Mr. Clarke was
a Vice President of AT&T Systems Leasing. Mr. Clarke formerly
was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the U.S. leasing industry.
Mr. Clarke received a B.A. degree from the University of Virginia
and a J.D. degree from the University of South Carolina.
Thomas W. Martin, 44, was appointed Executive Vice President,
Treasurer and Director of the General Partner in August of 1996.
Mr. Martin also became the Executive Vice President and Director
of the Dealer-Manager in August of 1996. Prior to his present
positions, Mr. Martin was the Executive Vice President and Chief
Financial Officer of Griffin Equity Partners, Inc. from October
1993 to August 1996. Prior to this time, Mr. Martin was Senior
Vice President and a member of the Executive Committee of Gemini
Financial Holdings from April 1992 to October 1993 and he held
the position of Vice President at Chancellor Corporation (an
equipment leasing company) for 7 years. Mr. Martin has a B.S.
degree from University of New Hampshire.
Paul B. Weiss, 37, became Executive Vice President of the
General Partner responsible for lease acquisitions in November of
1996. Mr. Weiss served as Executive Vice President and
co-founder of Griffin Equity Partners, Inc. for the period from
October of 1993 through November of 1996. Prior to that time,
Mr. Weiss was Senior Vice President of Gemini Financial Holdings,
Inc. from 1991 to 1993 and Vice President of Pegasus Capital
Corporation (an equipment leasing company) from 1989 through
1991. Mr. Weiss has a B.A. in Economics from Connecticut College.
Allen V. Hirsch, 44, joined the General Partner in December of
1996 as Senior Vice President. Mr. Hirsch also became the
President and Chief Executive Officer of the Dealer Manager in
December of 1996. Prior to joining ICON, Mr. Hirsch spent 16
years with PLM Financial Services and Affiliates most recently as
President of PLM Securities Corp. for four years and he also
served as the Vice Chairman of the Board of PLM International (an
equipment leasing company) from May of 1989 through June of
1996. Mr. Hirsch holds a B.S. degree in Civil Engineering from
the University of Illinois, an M.S. degree in Transportation from
the University of Maryland and an M.B.A. from Harvard Business
School.
Gary N. Silverhardt, 38, joined ICON in 1989. He served as
Vice President and Controller from 1989 through 1996, prior to
being promoted to Chief Financial Officer. From 1985 to 1989 he
was with Coopers & Lybrand, most recently as an Audit
Supervisor. Prior to 1985, Mr. Silverhardt was employed by Katz,
Schneeberg & Co. He received a B.S. degree from the State
University of New York at New Paltz and is a Certified Public
Accountant.
Robert W. Kohlmeyer, Jr., 36, was appointed Vice President of
Operations of the General Partner in August of 1996. Prior to
joining ICON, Mr. Kohlmeyer was President of Corporate Capital
Services, an investment banking firm, which he founded in March
1993. Prior to that time, Mr. Kohlmeyer held the title of Vice
President with Gemini Financial Holdings from September 1991 to
February 1993. Mr. Kohlmeyer has a B.B.A. degree from Texas
Christian University.
David W. Parr, 40, became Vice President and General Counsel of
the General Partner in September of 1996 and is the Assistant
Secretary of the Dealer Manager. Prior to joining ICON, Mr. Parr
was Vice President, Clerk and General Counsel of Chancellor
Corporation from June of 1990 to September of 1996. Mr. Parr
served as Vice President and Associate General Counsel of
American Finance Group, Inc. (an equipment leasing company) from
December of 1986 through June of 1990 and previously counseled
leasing companies as an attorney with the law firm Widett, Slater
& Goldman, P.C. from 1983 through 1986. Mr. Parr received a B.A.
from Trinity College, a J.D. degree from Syracuse University and
a LL.M. degree, in taxation, from Boston University.
John L. Lee, 54, became Assistant Secretary of the General
Partner in April of 1997 and serves as Senior Vice President and
General Partner of ICON Holdings Corp. Mr. Lee had been a
partner at the Boston law firm of Peabody & Brown with a practice
focusing on commercial aircraft and vessel leasing and from of
1992 through April of 1997. Prior to joining Peabody & Brown, Mr.
Lee served as General Counsel of American Finance Group, Inc. for
over ten years, and was earlier an associate with the law firm of
Shearman & Sterling in New York City. Mr. Lee received an A.B.
degree from the University of North Carolina (Chapel Hill) and a
J.D. degree from Harvard Law School.
Affiliates of the General Partner
ICON Securities Corp., (the Dealer-Manager), is a New York
corporation and a wholly owned subsidiary of ICON Holdings Corp.,
and was formed in 1982 to manage the equity sales for investor
programs sponsored by its Affiliates. The Dealer-Manager is
registered with the Securities and Exchange Commission and is a
member of the National Association of Securities Dealers, Inc.
and the Securities Investor Protection Corporation. ICON
Securities Corp. will act as the Dealer-Manager of the Offering.
INVESTMENT OBJECTIVES AND POLICIES
General
Investment Objectives. The Partnerships intend to purchase
various types of Equipment and to acquire or enter into Leases
and Financing Transactions primarily to businesses located within
North America and Europe. Such Lessees and Users shall be those
which the General Partner determines likely be able to meet all
of their obligations to the Partnership in a timely and complete
manner. The Partnerships' overall objectives are:
(i) INVEST IN EQUIPMENT: to invest in a diversified
portfolio of new or used, long-lived, low obsolescence
equipment expected to have high residual values, at purchase
prices that the General Partner believes to be favorable,
such Equipment to be subject to leases or other contractual
arrangements with the lessees or users of the Equipment;
(ii) CASH DISTRIBUTIONS: to make, from rental payments
received from Lessees and Users, cash distributions which
may be substantially tax-deferred (i.e., distributions which
are not subject to current taxation) during the early years
of each Partnership to investors, beginning in the quarter
following the month in which the minimum number of Units are
sold;
(iii) SAFETY: to create a relative degree of safety
through the accumulation of Investments which, when taken as
a group, represent a diversified equipment portfolio. In
the opinion of the General Partner, this diversification
reduces the exposure to market fluctuations in any one
sector. Furthermore, the purchase of new or used,
long-lived, low obsolescence equipment typically at prices
below the cost of new equipment may reduce the impact of
economic depreciation; and
(iv) TOTAL RETURN: to provide to limited partners a
total return on their investment which, by the end of the
Liquidation Period, compares favorably with other investment
alternatives with similar risk profiles. There can be no
assurance, however, that an above average rate of return can
be achieved while satisfying the other stated investment
objectives of the Partnerships and, as such, the General
Partner intends to target the highest available rate or
return consistent with prudent risk management and
reasonably conservative investment decisions.
It is expected that each Partnership will initially invest a
minimum of the sum of (x) 75% of Gross Offering Proceeds which
will increase to 80.40% in the event of a Maximum Offering (see
SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS)
and (y) related borrowings (which may equal 80% of each
Partnership's Investments declining to 67% in the event of a
Maximum Offering), together with amounts payable from the rentals
due from its Leases and excess Cash From Operations, to make
Investments.
THERE CAN BE NO ASSURANCE THAT EACH PARTNERSHIP WILL BE
SUCCESSFUL IN MEETING ALL OF ITS OBJECTIVES.
Acquisition Policies and Procedures
The General Partner believes that there are significant
benefits available through purchasing long-lived, low
obsolescence capital equipment whether constituting new Equipment
or used Equipment, subject to Leases, Financing Transactions and
options, as described below. The principal investment vehicle for
the Partnerships will be the outright acquisition of Equipment,
where the Partnerships will purchase an item of Equipment and
hold title to that Equipment directly or through a special
purpose equipment owning entity and enter into leases or other
contracts with unaffiliated parties regarding the use of
Equipment. The Partnerships may, within certain limitations,
also jointly purchase Equipment with other Affiliated Entities
and with unaffiliated third parties. Under these forms of
investment, the Partnerships would generate cash proceeds from
the leasing or operation of its Equipment and ultimately receive
sales proceeds upon the liquidation of the Equipment.
In certain circumstances, a Partnership may make an investment
which would provide it with a future option to assume a lease or
to purchase Equipment at prices or rates which the General
Partner considers favorable. In such a case, a Partnership
would, upon its exercise of the option, receive the ownership of
the Equipment. Such an arrangement would generate no cash flow
to such Partnership until such time as it exercised its option,
if at all. The Partnerships may also, on occasion, make other
commitments to lease, purchase or purchase options in Equipment
at future points in time on conditions which the General Partner
deems to be in the Partnerships' best interest. A wide range of
investment structures exists and the General Partner has
experience in tailoring equipment investment structures to a
particular investment opportunity.
The Partnerships will only acquire Equipment which a non
Affiliated Lessee has committed to lease from the Partnerships or
which is subject to an existing lease. See --Leases and
Financing Transactions in this section. Typically, the
Partnerships will purchase used Equipment from the current users
(which may be the proposed Lessees pursuant to a sale-leaseback
or other arrangement) or other leasing companies, or new
Equipment from manufacturers, dealers or proposed Lessees
(through a sale-leaseback or other arrangement). Substantial
Equipment purchases by the Partnerships will only be made subject
to the General Partner obtaining such information and reports,
and undertaking such inspections and surveys, as the General
Partner may deem necessary or advisable to determine the probable
economic life, reliability and productivity of such Equipment, as
well as the competitive position, suitability and desirability of
investing in such Equipment as compared with other investment
opportunities.
Leases and Financing Transactions
Leases in General. In the typical lease, the Partnerships
will be the owner of the Equipment for every purpose and the
Lessee of such Equipment makes periodic payments, usually a fixed
amount payable periodically for a fixed term, to the Partnerships
for the right to use the Equipment. The most important
characteristic that distinguishes a lease from other contractual
arrangements involving capital equipment is that the Lessee has
the right to use the Equipment for a term that leaves a
significant part of the Equipment's economic life remaining at
the end of that term. It is the value remaining after the
expiration of the initial fixed lease term that is the residual
value of the Equipment and in most cases the profitability of
the transaction for the Lessor is determined by the Lessor's
ability to realize the Equipment's residual value.
The Partnerships also expect to acquire transactions where the
only direct economic benefit to be derived from its investment is
the residual value of the Equipment in question. These
transactions usually take one of two forms. The first is a
leveraged lease in which the lessor, instead of receiving
periodic rent payments followed by the residual value, borrows
funds from a third party lender and assigns to the lender the
periodic rent payments (and perhaps a portion of the residual
value of the Equipment) which are calculated to fully repay the
loan. The net effect is that in a leveraged lease transaction the
cash purchase price of the Equipment to the lessor is much lower
because the loan usually defrays a significant portion of the
Equipment's purchase price. The lessor retains the tax benefits
of owning the Equipment (See Federal Income Tax Consequences -
Tax Treatment of The Leases) as well as its residual value. The
second type of transaction where the only economic benefit to the
Partnership is the Equipment's residual value is in those
instances where the Partnerships purchase an option to purchase
the Equipment, usually for a fixed price at the expiration of an
existing lease term.
It is anticipated that the Partnerships may acquire Leases
where the Lessees' obligations under such Leases are denominated
in a currency other than United States dollars. If a lease is
denominated in a major currency such as the pound sterling,
deutschmark or yen which historically have stable exchange
relationships with the United States, dollar hedging may be
unnecessary or not cost effective. The General Partner expects
Leases denominated in more volatile currencies will be hedged. In
any such circumstance a Partnership may elect to enter into a
hedge contract so that the Partnership would receive a fixed
number of United States dollars with respect to the rent and any
other fixed, periodic payments due under any such Lease even
though the exchange rate between the United States dollar and the
currency the Lease is denominated in could change over the Lease
term. It is expected that the Partnerships would enter into hedge
contracts only if two additional requirements could be satisfied.
First, the hedge transaction expenses would have to be low enough
so that the economics of the Lease in question, even with these
transaction expenses taken into account, met the Partnerships'
objectives. Second, the Lessee whose Lease obligations are being
hedged must be superior from a credit standpoint since a
Partnership would typically remain obligated under the hedge
contract even if the Lessee in question defaulted on the Lease
obligations being hedged. See RISK FACTORS - Risks of Currency
Hedge Contracts.
Leveraged Investments. The General Partner intends to use each
Partnerships' indebtedness (or leverage) as a tool in acquiring
and building a pool of Partnerships' Investments and related
receivables. It expects that, each Partnership may acquire a
portion of its Investments entirely for cash and the balance of
its Investments (particularly Leases with investment-grade
Lessees) with a mixture of cash and (primarily non-recourse)
indebtedness (as to which the lender will generally have no
recourse to assets of a Partnership other than to foreclose on a
Partnership's interest in such Lease and dispose of the related
Equipment).
As a result of borrowings, the General Partner expects that
each Partnership may achieve substantial additional earnings for
the Partnership represented by the difference between the rate at
which earnings on its Leases and Financing Transactions exceed
the interest and other costs to the Partnership of such
borrowings.
The Partnerships' Leases are anticipated to have terms ranging
from two to seven years.
Lease Provisions. The specific provisions of each Lease to
be entered into or be acquired by each Partnership will depend
upon a variety of factors, including (i) the type and intended
use of the Equipment covered thereby, (ii) the business,
operations and financial condition of the Lessee party thereto,
(iii) regulatory considerations and (iv) the tax consequences and
accounting treatment of certain provisions thereof.
The General Partner anticipates that each Lease entered into
on behalf of the Partnerships, as well as each existing Lease
acquired on behalf of the Partnerships, will generally provide
that the Lessee will: (i) pay rent and other payments without
deduction or offset of any kind; (ii) bear the risk of loss of
the Equipment subject thereto and maintain both (a) casualty
insurance in an amount equal to the lesser of the market value of
the Equipment subject thereto or a specified amount set forth in
such Lease and (b) liability insurance (naming such Partnership
as an additional insured) in an amount consistent with industry
standards; (iii) pay sales, use or similar taxes relating to the
lease or other use of the Equipment; (iv) indemnify the
Partnerships against any liability resulting from any act or
omission of the Lessee or its agents; (v) maintain the Equipment
in good working order and condition during the term of such
Lease; and (vi) not permit the assignment or sublease of the
Equipment subject thereto without the prior written consent of
the General Partner. The General Partner also anticipates that,
in general, Leases will not be cancelable during their initial
terms; provided that the General Partner may agree to Lease
provisions which permit cancellation of a Lease upon payment of
an appropriate compensation such that the cancellation will not
prevent the Partnership from achieving its objectives if such
provisions are deemed by the General Partner to be in the
Partnership's best interest.
In the opinion of the General Partner, each such Lease will
also otherwise generally afford each Partnership overall
protection substantially equivalent to that provided in leases
then being negotiated by leasing companies and financial
institutions.
Each such Lease will prescribe certain events of default,
including, without limitation, (i) a default, subject to
applicable grace periods (if any), in the payment of rent, (ii) a
failure, subject to applicable grace periods (if any), to observe
or perform covenants or terms of such Lease and (iii) certain
events with respect to the bankruptcy or insolvency of the
Lessee party thereto. Enforcement of remedies is subject to
applicable bankruptcy and similar laws. If, and to the extent
that, each Partnership borrows funds in connection with any
Lease, it will generally be required to assign some or all of its
rights under such Lease as collateral for such borrowing.
At the end of each Lease term, the Lessee may have the option
to buy the Equipment subject thereto or to terminate the Lease
and return such Equipment.
Financing Transactions, in General. The Partnerships also
expect to invest in transactions which are frequently structured
as leases but which, because the lessee has the right under the
transaction documents to use the Equipment for its entire useful
life, are treated as secured loans for most purposes and are
referred to herein as Financing Transactions or Full-Payout
Leases. The nominal lessee is treated as the owner from the
outset of the transaction and the nominal lessor is treated as a
lender whose loan is secured by the Equipment. Since the Lessor
gets no residual value in this type of transaction, the
profitability of the transaction to the Lessor is determined
solely by the periodic payments it receives from the lessee
during the term.
The Partnerships may also enter into Financing Transactions
with Users. Such Financing Transactions shall be evidenced in
one of two ways. First, in the form of a Lease (described above)
which would include a nominal or bargain purchase option; in any
such circumstance the User is deemed the owner of the Equipment
from the inception of the transaction with a Partnership deemed
to be a lender with a security interest in the Equipment.
Second, by a written promissory note or other instrument of the
User evidencing the irrevocable obligation of such User to repay
the principal amount thereof, together with interest thereon, in
accordance with the terms thereof, which repayment obligation
shall be sufficient to return the Partnership's full cost
associated with such Financing Transaction, together with an
appropriate yield. Furthermore, such repayment obligation would
be collateralized by a security interest in such tangible or
intangible personal property (in addition to the Equipment) of
such User as the Investment Committee may deem to be
appropriate. In either of the two cases described above, the
General Partner will use its best efforts to perfect such
security interest so that such security interest will constitute
a perfected lien on the Equipment. Financing Transactions will
not include participation features for the General Partner, its
Affiliates or Users. The General Partner expects that a
substantial minority of Net Offering Proceeds will be invested in
Financing Transactions unless, in its sole discretion, such
Investments at a later date appear to be in the best interests of
a Partnership.
The Partnerships' may also invest in subordinate interests
in structured finance transactions in which a special purpose
entity not affiliated with the General Partner (but managed by
the General Partner as Servicer) accumulates a portfolio
consisting primarily of middle market and small ticket leases
or loans. When a suitably large portfolio of such transactions
has been accumulated, the portfolio is rated by rating
agencies, and senior debt and subordinate debt or equity
interests are sold to investors.
In the structure typical of securitization transactions
of the kind the Partnerships may acquire an equity interest in
senior and subordinate investors make investments and loans to
the special purpose entity and receive certificates or notes
issued by such entity; the proceeds of such investments are
used to acquire a portfolio of, typically, many hundreds of
Financing Transactions (Leases and Loans). The investors
receive a return on their investments from the rents received
by the special purpose entity from the Leases and Financing
Transactions owned by it by combining a large number of
relatively small transactions into one pool, by having the pool
rated by rating agencies such as Moody's Investors Services,
Inc. or Fitch IBCA, Inc., and through the issuance of senior
and subordinate debt on the pool assets. The cost of financing
the pool of transactions is substantially less than financing
them individually. The subordinate interest in such a
securitzation entity receives a significantly higher percentage
return on its investment than the senior lenders receive on
theirs.
Transaction Approval Procedures
All investment decisions with respect to the purchase of
Equipment and the acquisition or entering into of Leases and
Financing Transactions shall be made by the Investment Committee
of the General Partner using investment policies described herein
and the undertakings set forth under CONFLICTS OF INTEREST.
All potential Leases and Financing Transactions shall be
evaluated on the basis of (i) the extent to which such
transaction appears to satisfy the Partnerships' investment
objectives, (ii) the financial condition of the prospective
Lessee or User and the character of its business, (iii) the type
of equipment to be purchased for lease or which will secure the
proposed Financing Transaction, and (iv) to the extent deemed
prudent, the availability of additional collateral and credit
enhancements to support the transaction in the event of a lack of
performance by the potential Lessee or User.
The General Partner has established an Investment Committee,
which has set, and may from time to time revise, standards and
procedures for the review and approval of potential Leases and
Financing Transactions. The Investment Committee will be
responsible for supervising and approving significant individual
transactions or portfolio purchases as well as transactions which
vary from standard credit criteria and policies. The Investment
Committee will, at all times, consist of four persons designated
by the General Partner. It is anticipated that all four persons
comprising the Investment Committee will be officers and
employees of the General Partner or an Affiliate of the General
Partner. Action by the Investment Committee shall be determined
by a majority and a written report of any action taken thereby
shall promptly be completed. As of the date of this Prospectus,
the members of the Investment Committee are Messrs. Clarke,
Martin, Weiss and Kohlmeyer.
Credit Review Procedures
The General Partner's credit department is responsible for
following the credit review procedures described below and
determining compliance therewith. The General Partner intends
that such procedures (or similar procedures that it believes to
be equally reliable) shall be observed in reviewing potential
Lessees and Users. Such procedures generally require the
following:
(i) receipt and analysis of such potential Lessee's or User's
current and recent years' financial statements and, if deemed
appropriate, income tax returns;
(ii) for Lessees and Users which do not have senior debt rated
investment grade by an independent rating agency, independent
verification of the potential Lessee's or User's credit
history, bank accounts, trade references, credit reports
concerning the potential Lessee or User from credit agencies
such as Dun & Bradstreet, TRW, etc.; and
(iii) review and verification of underlying equipment or other
collateral.
Equipment
Used Equipment. The General Partner anticipates that the
majority of the Partnerships' Investments, based on cash purchase
price, will be comprised of used Equipment (that is, Equipment
initially delivered to the current Lessee more than two months
prior to the Partnerships' purchase of such Equipment). Used
Equipment transactions frequently may be advantageous because the
Partnerships' credit department may have the opportunity to
analyze payment histories and compliance with other Lease
provisions particularly the condition of the Equipment and how
the Equipment is used and maintained by the Lessee and or User
prior to entering into a purchase commitment.
Equipment Registration. The ownership of, and liens and
encumbrances on, certain types of assets, most notably aircraft
and marine vessels, over-the-road motor vehicles, rolling stock
are recorded in central registries maintained by state or, in
case of rolling stock, aircraft and marine vessels, the federal
government. Many foreign countries maintain similar registries
for transportation assets as well. The advantage of such
registries is that they permit a purchaser to independently
confirm that the seller they are dealing with is the true owner
of an asset and to independently confirm that the asset is free
of liens. Such registries also add certainty to the securing of
a lender's security interest in an asset which can reduce the
cost of such loans.
Types of Equipment. The Partnerships' Equipment is expected
to include:
(i) aircraft (including airframes, engines, avionics and
ground handling equipment, rail and over-the-road
transportation equipment (including boxcars, tank cars, hopper
cars, flatcars, locomotives and various other equipment used
by railroads in the maintenance of their railroad track),
tractors, trailers, heavy duty trucks and intermodal (rail,
over-the-road and marine) containers and chassis, and marine
vessels (including, but not limited to, towboats and barges);
(ii) machine tools and manufacturing equipment such as
computer- and mechanically-controlled lathes, drill presses,
vertical or horizontal milling machines, rotary or cylindrical
grinders, metal fabrication or slitting equipment, and other
metal forming equipment used in the production of a broad
range of products;
(iii) materials handling equipment such as fork-lifts and
other more specialized equipment for moving materials in
warehouse or shipping or areas;
(iv) furniture and fixtures, store fixtures, display cases,
freezers, manufacturing equipment, electronic test equipment,
medical diagnostic and testing equipment (such as radiology
equipment, sonographic equipment, patient monitoring equipment,
miscellaneous medical equipment (such as lab test equipment,
blood-gas analyzers, treatment room furniture), and
(v) office and management information systems equipment (such
as microcomputer management information systems, communication
and related peripheral equipment, including, terminals, tape,
magnetic or optical, disc drives, disc controllers, printers,
optical character scanning devices, and communication devices
and modems), graphic processing equipment (such as typesetters,
printing presses, computer aided design/computer aided
manufacturing (CAD/CAM) equipment) and photocopying equipment
and printing systems (such as electronic laser printers).
Length of Ownership of Equipment. In most transactions, the
General Partner will seek out leasing opportunities where the
remaining lease term is greater than two years and, on expiry of
the lease, at least one-third of the economic useful life of the
Equipment is likely to remain, based on the Equipment age or
utilization history. To maximize its remarketing options (and
its returns), the General Partner seeks to avoid in investing in
Equipment that may become technologically obsolete or is
otherwise of limited utility (including from excessive wear and
tear).
Page 86
The General Partner intends to evaluate the Partnerships'
Investments at least annually, and more frequently as
circumstances require, to determine whether all items of Leases
and Financing Transactions should remain in its portfolio or
should be sold. The General Partner will make that decision
based upon the Partnerships' operating results, general economic
conditions, tax considerations, the nature and condition of items
of Equipment, the financial condition of the parties obligated to
make payments under Leases and Financing Transactions, alternate
investment opportunities then available to the Partnership and
other factors that the General Partner deems appropriate to such
evaluation. Following the expiration of any Lease entered into
by the Partnerships, the Partnerships will seek to remarket the
Equipment subject thereto by either (i) extending or renewing
such Lease with the existing Lessee, (ii) leasing such Equipment
to a new Lessee or (iii) selling such Equipment to the existing
Lessee or a third party.
Portfolio Acquisitions
Each Partnership may purchase portfolios of Equipment subject
to Leases or Financing Transactions (hereinafter Portfolios).
In evaluating a portfolio acquisition, the General Partner
will typically follow one or more of the following procedures:
(i) either the largest of the Leases and Financing
Transactions (by present value of contractual payments and
assumed residual) or a substantial random sampling in the
event that there is not a concentration of large transactions
will be reviewed for completeness and accuracy of
documentation;
(ii) where practicable Lessee and User payment histories will
be reviewed and verified;
(iii) underlying Equipment or other collateral will be
evaluated and the values thereof verified;
(iv) under certain circumstances, Dun & Bradstreet and/or TRW
credit reports will be obtained for a representative number of
non-investment grade potential Lessees and Users; and
(vi) Uniform Commercial Code lien searches will be performed
against selected potential Lessees and Users, as well as
against the current holder of such Portfolio.
In connection with the acquisition of any Portfolio, the
General Partner may require that such acquisition be full or
partially recourse to the current holder of such Portfolio in the
event of any underlying Lessee or User default.
Other Investments
Each Partnership may also, from time to time, invest in
certain other types of property, both real and personal, tangible
and intangible, including, without limitation, contract rights,
lease rights, debt instruments and equity interests in
corporations, partnerships (both limited and general and
including, subject to the limitations set forth elsewhere in this
Prospectus), Affiliated Entities, joint ventures, other entities,
and is not precluded form repurchasing Partnership Interests in
such Partnership if such repurchasing does not impair the
operations of the Program; provided that each Partnership may
make such Investments only in furtherance of its investment
objectives and in accordance with its investment policies. The
General Partner does not expect that such Investments will
comprise a substantial portion of each Partnership's Investments
outstanding at any time.
Interim Financing
A General Partner or any Affiliate of the General Partner
(other than Prior Programs) may acquire Equipment for a
Partnership on an interim basis provided that (i) the acquisition
is in the best interest of a Partnership and (ii) no benefit to
the General Partner or its Affiliates arises from the
acquisition, other than the interim income or loss derived from
rent or other payments received less expenses incurred during the
interim period (not to exceed six (6) months). If a loan secured
by Equipment is assumed in connection with any such acquisition,
such loan must have the same interest terms at the time such
Equipment is acquired by a Partnership as it had at the time such
Equipment was first acquired by the General Partner or an
Affiliate. The General Partner does not intend to hold such
Equipment for more than six months prior to transfer to a
Partnership. The General Partner shall resell the Equipment to a
Partnership for a price equal to the cost of the Equipment to the
General Partner or its Affiliate. The General Partner or such
other Affiliate will retain any rent or other payments received
for the Equipment, and bear all expenses and liabilities with
respect to such Equipment, for all periods during which the
invested capital of the General Partner or other Affiliate is at
risk and prior to the acquisition of the Equipment by a
Partnership. The General Partner's ability to purchase Equipment
and operate it on an interim basis prior to transferring it to a
Partnership in no way alters the General Partner's fiduciary duty
to act at all times with integrity and to exercise due diligence
in all matters relating to such Partnership. In addition, the
ability to purchase and operate Equipment on an interim basis in
no way alters the General Partner's general policy, in instances
where Equipment is suitable for two or more programs or entities
under the control of the General Partner, of placing the
Equipment with the program or entity that has had funds available
to purchase Equipment the longest. The General Partner shall make
investment opportunities available on a equitable basis; provided
that until all Capital Contributions have been invested or
committed to invest, all such investment opportunities shall be
presented to the Partnerships first.
CASH DISTRIBUTIONS TO PARTNERS
WHILE IT IS THE PARTNERSHIPS' OBJECTIVE TO MAKE THE MONTHLY
CASH DISTRIBUTIONS DESCRIBED BELOW, NO PREDICTION CAN BE MADE AS
TO WHAT LEVEL OF DISTRIBUTIONS OR RETURN ON INVESTMENT, IF ANY,
WILL BE ACHIEVED. NO PORTION OF DISTRIBUTIONS IS GUARANTEED AND
LIMITED PARTNERS BEAR A SIGNIFICANT RISK OF LOSS.
Monthly Cash Distributions. Section 8.1(a) of the Partnership
Agreement provides that each Limited Partner is entitled to
receive monthly cash distributions computed as provided in this
paragraph. Such distributions will be made for the period which
begins with his or her admission to a Partnership and ending with
the expiration or termination of the Reinvestment Period (the
period of active investment and reinvestment by a Partnership
which ends five (5) years after each of the Partnerships' Final
Closing Date to the extent that Distributable Cash From
Operations and Distributable Cash From Sales are sufficient for
such purpose. The annual amount of such distributions will be
computed by multiplying 10.75% by such Limited Partner's original
Capital Contribution reduced by any portion thereof which has
been (A) returned to such Limited Partner pursuant to Section
8.6, or (B) redeemed by a Partnership pursuant to Section 10.5,
of the Partnership Agreement. A ratable portion (i.e.,
one-twelfth) of such annual distribution amount shall be payable
monthly. Such distributions, if made, will reduce the amount of
money that may be reinvested by a Partnership. Since
Distributable Cash From Operations or From Sales represents all
cash from operations or from sales, as the case may be, less a
Partnership's expenses (the timing and amounts of which are
expected to be largely non-discretionary) and moneys which the
General Partner determines in its discretion to (i) set aside as
Reserves (which must be maintained at a minimum of 1% of Gross
Offering Proceeds) and (ii) reinvest in additional Partnership
Investments, decisions by the General Partner to establish
additional Reserves or to make Investments, or both, might effect
the ability of a Partnership to make such distributions. As
noted in this Section in the --Reinvestment of Undistributed
Cash in Additional Equipment, Leases, and Financing Transactions
Subsection, a Partnership's ability to make cash distributions to
its Limited Partners may be subject to certain restrictions
imposed upon a Partnership by its banks or other lenders.
Such cash distributions will be noncumulative; meaning that,
if Distributable Cash From Operations and Distributable Cash From
Sales are insufficient in any calendar month to pay the full
amount of such distributions, only the actual amount thereof is
required to be distributed. Such cash distributions will also be
computed on a non-compounded basis; meaning that the principal
amount upon which such cash distributions is computed will not be
increased as the result of the inability of each Partnership to
distribute any monthly portion of such annual amounts, or reduced
by any of such distributions actually made, in any prior period.
It is expected that a substantial portion of all of such cash
distributions (e.g. the portion thereof which exceeds taxable
income for GAAP purposes) will be treated as a return of Limited
Partners' originally invested capital) and that the balance of
such distributions will be treated as a return thereon (e.g. the
portion thereof which equals taxable income for GAAP purposes).
Section 8.1(a) of the Partnership Agreement also provides
that each Limited Partner is entitled to receive monthly cash
distributions (if the distributions described above are not
adequate) in amounts which would permit the Limited Partners to
pay federal, state and local income taxes resulting from a
Partnership's Operations (assuming that all Limited Partners are
subject to income taxation at a 31% cumulative tax rate on
taxable distributions for GAAP purposes). Such distributions
will be made to the extent that Distributable Cash From
Operations and Distributable Cash From Sales are sufficient for
such purpose.
It is anticipated that distributions of Cash From Operations
and Cash From Sales, if available, will be made monthly
(approximately 15 days after the end of each month), commencing
in the first full month following the Initial Closing Date. The
monthly distribution of Cash From Operations and Cash From Sales
is subject to the availability of funds and, accordingly, there
can be no assurance that any such anticipated monthly
distributions will be made or that any or all of the Capital
Contributions of the Limited Partners will be returned out of
Cash From Operations and/or Cash From Sales.
First Cash Distributions to the Limited Partners. Section
6.4(g) of the Partnership Agreement (Exhibit A) provides that
unless each Limited Partner has received distributions equal to
8.0% as a percentage of such Limited Partner's Capital
Contribution (as reduced by any amounts of uninvested capital
returned to such Limited Partner pursuant to Section 8.6 of the
Partnership Agreement and by any amount paid to such Limited
Partner in redemption of such Limited Partner's Units) (the
First Cash Distributions), the Management Fees otherwise
payable on a monthly basis to the General Partner in its capacity
as Manager shall be deferred and shall be paid without interest
upon the earlier to occur of (i) receipt by the Limited Partners
of all current and accrued but unpaid First Cash Distributions or
(ii) expiration of the Reinvestment Period.
In addition, Section 8.1 of the Partnership Agreement provides
that upon Payout (see Section 17 of the Partnership Agreement for
a definition of such term) of Limited Partners' Capital
Contributions and an economic return thereon, the General Partner
is entitled to an increase from 1% to 10% of Cash From Operations
and Cash From Sales when cash distributions to the limited
Partners upon Payout (i.e. the time when cash distributions in an
amount equal to the sum of the Limited Partners' (i) capital
contributions and (ii) an 8.0% cumulative annual return thereon,
compounded daily, have been made), distributions of Distributable
Cash From Sales shall be made 99% to the Limited Partners and 1%
to the General Partner and that, after Payout, distributions of
Distributable Cash From Sales shall be tentatively attributed 90%
to the Limited Partners and 10% to the General Partner.
It is the objective of each Partnership to make the First Cash
Distributions regardless of the number of Units sold, subject
only to the limitations described in --Monthly Cash
Distributions. A portion of such distributions may represent a
return of Capital Contributions recovered in the form of
depreciation deductions on the Equipment and the balance of such
distributions may represent investment income on such Capital
Contribution in the form of a Limited Partner's proportionate
share of net taxable income of each Partnership for such taxable
year. Because neither a Partnership nor the General Partner or
any of its Affiliates had acquired any Equipment, Leases or
Financing Transactions as of the date of this Prospectus, it is
not possible to predict what proportion of such distributions may
consist, from month-to-month during the Reinvestment Period, of a
return of, or investment income on, capital. See Tables III and
IV of Exhibit B hereto for Prior Performance of the Prior Public
Programs which contain past performance information with regard
to cash distributions made for such Programs (which information
is not necessarily indicative of either such Programs' or a
Partnership's future performance as to the amount, if any, of
such future distributions or the relative composition thereof
from year to year.)
Each cash distribution may consist, in whole or in part, of
(1) an investor's pro rata share of a Partnership's net income
generated from operations, after deduction or amortization of
non-cash expenses (such as depreciation and initial direct costs)
and cash expenses (such as interest on indebtedness), (as
determined under generally accepted accounting principles
(GAAP)) and/or (2) a return of investors' original capital
investment (on a GAAP basis).
A material portion of each cash distribution may consist of a
distribution of an investor's original capital investment which,
under GAAP, is deemed to be that portion of cash distributions
which are not attributable to a Partnership's net income for the
period of the distribution, irrespective of whether such
distributions have in fact been paid from cash from current or
past operations. Accordingly, cash distributions received by a
limited partner may not, in all instances, be characterized
solely or primarily as investment income earned on such limited
partner's investment in a Partnership. Each Partnership
anticipates that it will receive gross revenues (e.g., rent or
debt payments) from all of its Financing Transactions and the
majority of its Leases over the respective terms of each such
investment in an amount equal to the sum of (1) the purchase
price of such Financing Transactions and the Equipment subject to
such Leases plus (2) investment income earned on such investments.
Reinvestment of Undistributed Cash in Additional Equipment,
Leases, and Financing Transactions. During the Reinvestment
Period, each Partnership intends to reinvest substantially all
undistributed (1) Cash From Operations and (2) Cash From Sales as
well as (3) proceeds of non-recourse and recourse financing which
are not needed to pay current obligations in additional
Equipment, Leases and Financing Transactions. The Cash From
Sales realized by each Partnership from the sale or other
disposition of an item of Equipment (including indemnity and
insurance payments arising from the loss or destruction of the
Equipment), after the payment of, or provision for, all related
Partnership liabilities, may be reinvested at the sole discretion
of the General Partner, during the Reinvestment Period. Each
Partnership's ability to make cash distributions to its Limited
Partners may be subject to certain restrictions imposed upon that
Partnership by its banks or other lenders.
Distribution of Cash From Sales of the Partnership's
Investments. After the Reinvestment Period, it is an objective
of each Partnership to sell or otherwise dispose of its Equipment
and liquidate all its investments in Financing Transactions as
soon as is deemed prudent, usually not prior to the expiry of the
then remaining term of the related Lease, and to distribute
substantially all the proceeds therefrom (Distributable Cash
From Sales) together with Reserves and other Cash From
Operations and Cash From Sales not previously distributed to its
Partners, less the estimated costs and expenses and projected
disbursements and reserves required for prompt and orderly
termination of each Partnership and the payment of deferred
Management Fees and Subordinated Remarketing Fees, which in each
case have accrued but not been paid (if any). See RISK
FACTORS--Partnership and Investment Risks--Residual Value of
Equipment. Distributions made after the Reinvestment Period
will depend upon results of operations, Cash From Sales of each
Partnership's Investments, and the amount of Cash From Operations
(if any) which each Partnership derives from the operation of its
remaining Investments (if any) during such period.
Reinvestment of Distributions. The Limited Partners have the
option to elect that their distributions from a Partnership be
reinvested in additional Units of a Partnership. Distributions
shall be invested promptly, and in no event later than 30 days
from the distribution date, in the Units to the extent that they
are available. All such investment of distributions in Units
will be purchased at the public offering price and commissions
equal to 8% of the Units purchase price shall be paid to the
unaffiliated Selling Dealer responsible for the sale to the
Limited Partner of his or her original Units. Investors may
choose to elect for reinvestment of their distributions at any
time by completing the appropriate authorization form which
appears in Exhibit C, Subscription Documents. Reinvestment of
Distributions will commence with the next distribution payable
after receipt by a Partnership of an investor's authorization
form or subscription agreement.
The General Partner reserves the right to prohibit qualified
plan investors from the reinvestment of distributions if such
participation would cause the underlying assets of each
Partnership to constitute plan assets. See INVESTMENT BY
QUALIFIED PLANS.
FEDERAL INCOME TAX CONSEQUENCES
Summary
THIS SECTION ADDRESSES THE MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF AN INVESTMENT IN A PARTNERSHIP FOR AN INDIVIDUAL
TAXPAYER. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX
ADVISORS, SINCE TAX CONSEQUENCES WILL NOT BE THE SAME FOR ALL
INVESTORS AND ONLY BY A CAREFUL ANALYSIS OF A PROSPECTIVE
INVESTOR'S PARTICULAR TAX SITUATION CAN AN INVESTMENT IN A
PARTNERSHIP BE EVALUATED PROPERLY. IN PARTICULAR, INVESTORS THAT
ARE TRUSTS, CORPORATIONS, TAX-EXEMPT ORGANIZATIONS (SUCH AS
EMPLOYEE BENEFIT PLANS), OR ANY OTHER INVESTORS THAT ARE NOT
DOMESTIC INDIVIDUAL TAXPAYERS SHOULD UNDERSTAND THAT THE TAX
CONSEQUENCES OF AN INVESTMENT IN A PARTNERSHIP ARE LIKELY TO
DIFFER, PERHAPS MATERIALLY, FROM THE PRINCIPAL TAX CONSEQUENCES
OUTLINED IN THIS SECTION. SEE -- FOREIGN INVESTORS, -- TAX
TREATMENT OF CERTAIN TRUSTS AND ESTATES, -- TAXATION OF
EMPLOYEE BENEFIT PLANS AND OTHER TAX-EXEMPT ORGANIZATIONS AND
- -- CORPORATE INVESTORS. STATE AND LOCAL TAX CONSEQUENCES MAY
ALSO DIFFER FROM THE FEDERAL INCOME TAX CONSEQUENCES DESCRIBED
BELOW. SEE -- STATE AND LOCAL TAXATION.
For federal income tax purposes, a partnership is treated as a
pass through entity as to which the partners, and not the
partnership, pay tax on partnership income and deduct losses
incurred by the partnership. The Limited Partners will report on
their federal income tax returns their share of the income, gain,
loss and deduction incurred by each Partnership and pay the tax
on their share of any resulting taxable income generated by each
Partnership. The most substantial tax risk to the Limited
Partners is that each Partnership will be treated as a publicly
traded partnership. In such event, each Partnership would have
to pay tax on Partnership income and the Limited Partners may be
subject to a further tax on distributions from each Partnership.
Tax Counsel are of the opinion that each Partnership, will not be
treated as a publicly-traded partnership.
The General Partner expects that the items of income and loss
generated by each Partnership will be treated as either passive
or portfolio income and losses for federal income tax
purposes. Limited Partners will not be able to use any passive
losses produced by such Partnership to offset either ordinary
income (such as salaries and fees) or portfolio income (such
as dividend, interest income or certain capital gains).
The overwhelming majority of each Partnership's income is
expected to be generated from leasing activities. The General
Partner expects the majority of the partnerships' leases to be
treated as such for federal income tax purposes and will attempt
to have such leasing activities comply with any requirements
necessary to cause the Partnerships to be treated as the owners
of the leased equipment for federal income tax purposes.. If the
Service were successfully to challenge such tax treatment, the
amount and timing of taxable income or loss to the Limited
Partners may be adversely affected.
Opinion of Tax Counsel
The Partnerships have obtained an opinion from Day, Berry &
Howard LLP, Tax Counsel to the General Partner, concerning the
Partnerships' classification as partnerships for federal income
tax purposes. See -- Classification as a Partnership. The
opinion states further that the summaries of federal income tax
consequences to individual holders of Units and to certain
tax-exempt entities, including qualified plans, set forth in this
Prospectus under the headings RISK FACTORS--Federal Income Tax
Risks and FEDERAL INCOME TAX CONSEQUENCES and INVESTMENT BY
QUALIFIED PLANS have been reviewed by Tax Counsel and that, to
the extent such summaries contain statements or conclusions of
law, Tax Counsel is of the opinion that such statements or
conclusions are correct under the Internal Revenue Code, as
presently in effect, and applicable current and proposed Treasury
Regulations, current published administrative positions of the
Service and judicial decisions.
The opinion of Tax Counsel is based upon facts described in
this Prospectus and upon facts that have been represented by the
General Partner to Tax Counsel. Any alteration of such facts may
adversely affect the opinion rendered. Furthermore, as noted
above, the opinion of Tax Counsel is based upon existing law,
which is subject to change, either prospectively or retroactively.
Each prospective investor should note that the tax opinion
represents only Tax Counsel's best legal judgment and has no
binding effect or official status of any kind. There can be no
assurance that the Service will not challenge the conclusions set
forth in Tax Counsel's opinion.
As of the date of the opinion of Tax Counsel, no Equipment has
been acquired by a Partnership. Therefore, it is impossible at
this time to opine on the application of the tax law to the
specific facts that will exist when a particular item of
Equipment is acquired and placed under lease. The issues on
which Tax Counsel have declined to express an opinion, and the
likely adverse federal income tax consequences resulting from an
unfavorable resolution of any of those issues, are set forth
below in the following subsections of this Section: --
Allocations of Profits and Losses, -- Tax Treatment of the
Leases, -- Cost Recovery, and -- Limitations on Cost Recovery
Deductions.
Classification as a Partnership
Under current Treasury Regulations, a business entity with two
or more members that does not fall within certain specified
categories will be classified as a partnership for federal income
tax purposes unless it elects otherwise. The Partnerships have
received an opinion of Tax Counsel that, under current federal
income tax laws, case law and administrative regulations and
published rulings, each Partnership will be classified as a
partnership and not as an association taxable as a corporation.
The Partnerships will not request rulings from the IRS as to
their classification as Partnerships for Federal income tax
purposes.
The opinion of Tax Counsel is based, in part, on
representations of the General Partner to the effect that: (1)
the business of each Partnership will be as described in this
Memorandum and (2) neither Partnership will elect to be
classified as an association taxable as a corporation.
If either Partnership is or at any time hereafter becomes
taxable as a corporation, it would be subject to federal income
tax at the tax rates and under the rules applicable to
corporations generally. The major consequences of being treated
as a corporation would be that such Partnership's losses would
not be passed through to the Partners, and Partnership income
could be subject to double tax. Corporations are required to pay
federal income taxes on their taxable income and corporate
distributions are taxable to investors at ordinary income tax
rates to the extent of the corporation's earnings and profits and
are not deductible by the corporation in computing its taxable
income. If either Partnership at any time is taxable as a
corporation, and particularly should that occur retroactively,
the effects of corporate taxation could have a substantial
adverse effect on the after-tax investment return of investors.
Furthermore, a change in the tax status of either Partnership
from a partnership to an association taxable as a corporation
would be treated by the Service as involving an exchange. Such
an exchange may give rise to tax liabilities for the Limited
Partners under certain circumstances (e.g., if such Partnership's
debt exceeds the tax basis of such Partnership's assets at the
time of such exchange) even though they might not receive cash
distributions from such Partnership to cover such tax
liabilities.
Publicly Traded Partnerships
Certain limited partnerships may be classified as publicly
traded partnerships (PTPs). If a partnership is classified as
a PTP (either at inception or as a result of subsequent events)
and derives less than 90% of its gross income from qualified
sources (such as interest and dividends, rents from real property
and gains from the sale of real property) it will be taxed as a
corporation. A PTP is defined as any partnership in which
interests are traded on an established securities market or are
readily tradable on a secondary market or the substantial
equivalent of such market. Units in each Partnership are not
currently traded on an established securities market (and the
General Partner does not intend to list the Units on any such
market). Units are also not readily tradable on a secondary
market nor are they expected to be in the future. Therefore,
each Partnership will be a PTP only if the Units become readily
tradable on the substantial equivalent of a secondary market.
Limited partnership interests may be readily tradable if
they are regularly quoted by persons who are making a market in
the interests or if prospective buyers and sellers of the
interests have a readily available, regular and ongoing
opportunity to buy, sell or exchange interests in a market that
is publicly available, in a time frame which would be provided by
a market maker, and in a manner which is comparable,
economically, to trading on an established securities market.
Limited partnership interests are not readily tradable merely
because a general partner provides information to partners
regarding partners' desires to buy or sell interests to each
other or if it arranges occasional transfers between partners.
Treasury Regulations provide certain safe harbor tests
relating to PTP status. If the trading of interests in a
partnership falls into one of the safe harbor tests, then
interests in the partnership will not be considered to be traded
on a substantial equivalent of a secondary market and the
partnership will not be treated as a PTP. Safe harbor tests
include a 2% safe harbor test. A partnership satisfies the 2%
safe harbor test if the partnership interests that are sold or
otherwise disposed of during the taxable year do not exceed 2% of
the total interests in partnership capital or profits. Certain
transfers (Excluded Transfers) are excluded from the 2% safe
harbor test, including transfers at death, transfers between
certain family members and block transfers (i.e., transfers by a
single partner (and related persons) within a 30-day period of
interests representing in the aggregate more than 2% of the total
interests in partnership capital or profits). In addition to
Excluded Transfers, for the 2% safe harbor test, transfers
pursuant to a qualified matching service are not counted. A
matching service is a qualified matching service only if (1) it
consists of a computerized or printed listing system that lists
customer's bid and/or ask quotes in order to match sellers and
buyers; (2) matching occurs either by matching the list of
interested buyers to bid on the listed interest; (3) sellers
cannot enter into a binding agreement to sell the interest until
at least 15 days after the date information regarding the
Offering of the interest for sale is made available to potential
buyers (notice date); and (4) the closing of the sale does not
occur prior to 45 days after the notice date; (5) the matching
service displays only quotes at which any person is committed to
boy or sell a partnership interest at the quoted price (firm
quotes); (6) the seller's information is removed from the
matching service within 120 days after the notice date and,
following any removal (other than removal by reason of a sale of
any part of such interest) of the seller's information from the
matching service, no offer to sell an interest in the partnership
is entered into the matching service by the seller for at least
60 calendar days; and (7) the sum of the percentage interests in
partnership capital or profits transferred during the taxable
year of the partnership (other than through private transfers)
does not exceed 10 percent of the total interests in partnership
capital or profits. A failure to satisfy one of the specified
safe harbor tests does not give rise to a presumption that
interests are readily tradable on a secondary market or the
substantial equivalent thereof.
In the opinion of Tax Counsel, the Partnerships will not be
treated as PTPs. For the purpose of this opinion, Tax Counsel
has received a representation from the General Partner that the
Units will not be listed on a securities exchange or NASDAQ and
that, acting in accordance with Section 10.2(c) of the
Partnership Agreement, the General Partner will refuse to permit
any assignment of Units which violates the safe harbor tests
described above. See TRANSFER OF UNITS--Restrictions on the
Transfer of Units.
If either Partnership were classified as a PTP it would be
treated for federal income tax purposes as an association taxable
as a corporation unless 90% or more of its income were to come
from certain qualified sources. The business of the
Partnerships will be the leasing and financing of personal (not
real) property. Thus, their income would not be from such
qualified sources. The major consequences of being treated as a
corporation would be that the Partnership's losses would not be
passed through to the Partners, and the Partnership's income
could be subject to double tax. Corporations are required to pay
federal income taxes on their taxable income and corporate
distributions are taxable to investors at ordinary income tax
rates to the extent of the corporation's earnings and profits and
are not deductible by the corporation in computing its taxable
income. If the Partnerships at any time are taxable as
corporations, and particularly should that occur retroactively,
the effects of corporate taxation could have a substantial
adverse effect on the after-tax investment return of investors.
Furthermore, a change in the tax status of either Partnership
from a partnership to an association taxable as a corporation
would be treated by the Service as involving an exchange. Such
an exchange may give rise to tax liabilities for the Limited
Partners under certain circumstances (e.g., if the Partnership's
debt exceeds the tax basis of the Partnership's assets at the
time of such exchange) even though they might not receive cash
distributions from the Partnership to cover such tax
liabilities. See -- Classification as a Partnership and --
Sale or Other Disposition of Partnership Interest in this
Section.
Taxation of Distributions
If a Partnership is classified as a partnership for federal
income tax purposes, it will not be subject to federal income
tax. Each Partner will be required to report on his federal
income tax return his share of the income, gains, losses,
deductions and credits of a Partnership for each year.
Each Partnership will report its operations on an accrual
basis for federal income tax purposes using a December 31 fiscal
year and will file an annual partnership information return with
the Service. Each Limited Partner will be furnished with all
information with respect to a Partnership necessary for
preparation of his federal income tax return within 75 days after
each fiscal year end.
Cash distributions to a Limited Partner in any year may be
greater or less than his share of a Partnership's taxable income
for such year. Distributions in excess of income will not be
taxable to the Limited Partner but will first reduce the tax
basis for his Units (as increased or decreased by such Limited
Partner's allocable share of a Partnership's income or loss for
the year in which such distributions occur) to the extent
thereof. Any cash distributions in excess of his basis will then
be taxable to such Limited Partner, generally as capital gains,
provided the Units are capital assets in the hands of the Limited
Partner.
To the extent a Partnership reinvests Cash From Operations or
Cash From Sales in additional or replacement Investments, each
Partnership intends to make sufficient cash distributions to the
Limited Partners during the Reinvestment Period to enable them to
pay when due their respective federal income taxes on such Cash
From Operations and Cash From Sales (assuming each Limited
Partner is in the highest marginal federal income tax bracket,
determined without regard to surtaxes, if any).
To the extent that the principal amount of the Partnerships'
indebtedness is repaid from cash derived from rentals or sales of
the Partnerships' Equipment, the taxable income of a Limited
Partner in a Partnership may exceed the related cash
distributions for such year. Depreciation or other cost recovery
with respect to Equipment may create a deferral of tax liability
in that larger cost recovery deductions in the early years may
reduce or eliminate the Partnerships' taxable income in those
early years of the Partnerships' operations. However, this
deferral is offset in later years by smaller or no depreciation
or cost recovery deductions, while an increasingly larger portion
of the Partnerships' income must be applied to reduce debt
principal (thereby, possibly generating taxable income in excess
of cash distributions in those years).
Miscellaneous itemized deductions of an individual taxpayer,
which include investment expenses (such as organizational
expenses; see -- Deductions for Organizational and Offering
Expenses; Start-Up Costs), are deductible only to the extent
they exceed 2% of the taxpayer's adjusted gross income.
Temporary Regulations prohibit the indirect deduction through
partnerships and other pass-through entities of an amount that
would not be deductible if paid by the individual. Thus, these
limitations may apply to certain of the Partnerships' expenses
under certain circumstances.
Partnership Income Versus Partnership Distributions
The income reported each year by each Partnership to the
Limited Partners will not be equivalent to the cash distributions
made by the Partnerships to the Limited Partners. The difference
in the two amounts primarily arise from the fact that
depreciation and other cost recovery deductions reduce the
Partnerships' income but not its cash available for distribution,
and revenues reinvested by the Partnerships or used to repay debt
principal will generally constitute income even though not
distributed to the Limited Partners. See -- Taxation of
Distributions and -- Cost Recovery.
Allocations of Profits and Losses
As a general rule, during the Reinvestment Period, 99% of each
Partnership's Profits (including, inter alia, taxable income and
gains and items thereof, and items of revenue exempt from tax)
will be allocated among the Limited Partners in proportion to
their respective numbers of Units and 1% will be allocated to the
General Partner, until the later of such time as (1) each Limited
Partner's Adjusted Capital Contribution (i.e., such Limited
Partner's Capital Contribution reduced by distributions from a
Partnership that are in excess of such Limited Partner's 8%
Cumulative Return) is reduced to zero and (2) each Limited
Partner has been allocated Profits equal to the sum of (i) such
Limited Partner's aggregate 8% Cumulative Return plus (ii) any
Partnerships' Losses previously allocated to such Limited
Partner. Thereafter the Partnerships' Profits will be allocated
90% among the Limited Partners in proportion to their respective
numbers of Units and 10% to the General Partner. During the
Disposition Period, the Partnerships' Profits first will be
allocated to all Partners in the amount necessary to eliminate
any deficits in their capital accounts, and, thereafter, will be
allocated as described above.
As a general rule, 99% of the Partnerships' Losses (including,
inter alia, tax losses and deductions and items thereof, and
items of expense that are not deductible for federal income tax
purposes) will be allocated among the Limited Partners in
proportion to their respective numbers of Units and 1% will be
allocated to the General Partner throughout the term of each
Partnership.
A Limited Partner's share of any item of income, gain, loss,
deduction, or credit is determined by the Partnership Agreement,
unless the allocation set forth therein does not have
substantial economic effect. If an allocation made by a
Partnership does not have substantial economic effect, the
partner's share of any such item will be determined in accordance
with the Limited Partner's interest in the Partnership, taking
into account all the facts and circumstances.
An allocation of a Partnership's income, gain, loss,
deduction, or credit provided for in a partnership agreement will
generally be upheld if: (a) the allocation has substantial
economic effect, or (b) the partners can show that, taking into
account all facts and circumstances, the allocation is in
accordance with the partner's interest in the partnership or (c)
the allocation is deemed to be in accordance with the partner's
interest in the partnership under special rules requiring that
partners receiving allocations of losses and deductions which the
partnership was able to generate as a result of, inter alia,
purchasing assets with borrowed money, be charged back income
and gain to the extent that such income and gain is generated by
the assets that generated such losses and deductions (minimum
gain charge-back).
The determination of substantial economic effect is to be made
at the end of each of the partnership's taxable years. In
general, the regulations provide that in order for an allocation
to have economic effect, among other things: (a) the allocation
must be appropriately reflected by an increase or decrease in the
dollar amount of the relevant partner's capital account; (b)
liquidation proceeds must be distributed in accordance with the
partners' capital account balances; and (c) either (i) upon
liquidation of the partnership, any partner with a deficit
balance in his capital account must be required to restore the
deficit amount to the partnership, which amount will be
distributed to partners in accordance with their positive capital
account balances or paid to creditors or (ii) in the absence of
an obligation to restore such deficit, the partnership agreement
must contain a qualified income offset provision pursuant to
which a partner who is allocated losses and deductions by the
partnership which cause or increase a capital account deficit
must be allocated income and gains as quickly as possible so as
to eliminate any deficit balance in his capital accounts that is
greater than any amount that he is, in fact, obligated to
restore. For this purpose, capital accounts are required to be
kept in accordance with certain tax accounting principles
described in the regulations.
The economic effect of an allocation is deemed to be
substantial if there is a reasonable possibility that the
allocation will affect substantially the amount to be received by
the partners from the partnership, independent of tax
consequences. An economic effect is not considered substantial
if, at the time the allocation becomes part of the partnership
agreement, (1) at least one partner's after-tax consequences may,
in present value terms, be enhanced compared to such consequences
if the allocation were not contained in the partnership agreement
and (2) there is a strong likelihood that the after-tax
consequences of no partner will, in present value terms, be
substantially diminished compared to such consequences if the
allocation were not contained in the partnership agreement. The
regulations state that, in determining after-tax consequences,
the partner's tax attributes that are unrelated to the
partnership will also be taken into account.
The Partnership Agreement requires that (1) all allocations of
revenues, income, gain, costs, expenses, losses, deductions and
distributions be reflected by an increase or decrease in the
relevant Partners' capital accounts, (2) all Partners who are
allocated losses and deductions generated by assets acquired with
borrowed money be charged back income and gains generated by such
assets, and (3) although no Limited Partner having a deficit
balance in his Capital Account after the final liquidating
distribution will be required to make a cash contribution to
capital in the amount necessary to eliminate the deficit, the
Partnership Agreement does contain a provision for a qualified
income offset.
The tax benefits of investment in a Partnership are largely
dependent on the Service's acceptance of the allocations provided
under the Partnership Agreement. The allocations in the
Partnership Agreement are designed to have substantial economic
effect. However, because the substantiality of an allocation
having economic effect depends in part on the interaction of such
allocation with the taxable income and losses of the Partners
derived from other sources, Tax Counsel can render no opinion on
whether the allocations of a Partnership's income, gain, loss,
deduction or credit (or items thereof) under the Partnership
Agreement will be recognized, and no assurance can be given that
the Service will not challenge those allocations on the ground
that they lack substantial economic effect. If, upon audit,
the Service took the position that any of those allocations
should not be recognized and that position was sustained by the
courts, the Limited Partners could be taxed upon a portion of the
income allocated to the General Partner and all or part of the
deductions allocated to the Limited Partners could be disallowed.
Each Partnership will determine its income or loss annually,
based on a fiscal year ending December 31 and using the accrual
basis of accounting. For purposes of allocating such income or
loss (or items thereof) among the Partners, each Partnership will
treat its operations as occurring ratably over each fiscal year.
Each Partnership's income and loss (or items thereof) for any
fiscal year will be allocated among the Limited Partners based on
the number of Units held by each Limited Partner throughout the
fiscal year, or, if any Partners hold their Units for less than
the entire fiscal year, the portion of the fiscal year during
which each of such Partners held his Units.
Deductibility of Losses: Passive Losses, Tax Basis and At Risk
Limitation
Passive Losses
The passive activity rules allow taxpayers to deduct their
passive activity losses only against their passive activity
income. Passive activity income does not include portfolio
income such as interest, dividends and royalties, and ordinary
income such as salary and other compensation for personal
services. Therefore, taxpayers will generally be required to
segregate income and loss as follows: active trade or business
income or loss; passive activity income or loss; or portfolio
income or loss. The passive activity rules apply to individuals,
estates, trusts, personal service corporations and certain
closely-held corporations (including S corporations).
A passive activity is one that involves the conduct of a
trade or business in which the taxpayer does not materially
participate. Generally, rental activities are considered passive
activities. Furthermore, the status of limited partners is
generally considered passive with respect to a partnership's
activities.
Accordingly, a Limited Partner's distributive share of a
Partnership's income or losses is expected to be characterized as
passive activity income or loss (except to the extent
attributable to portfolio income or loss, such as interest earned
on a Partnership's funds pending their investment or reinvestment
in Equipment). Any loss suspended under the passive activity
rules may be carried forward indefinitely to offset passive
activity income, if any, derived in future years, including
income generated from the activity producing the suspended loss.
Additionally, suspended losses generally may be deducted against
non-passive income when a taxpayer recognizes gain or loss upon a
taxable disposition of his entire interest in the passive
activity. Finally, passive income from a Partnership can be used
to absorb losses from other passive activities, subject to the
rules regarding publicly-traded partnerships.
Losses from a publicly traded partnership are treated as
passive activity losses that may not be used to offset income
from any other activity other than income subsequently generated
by the same publicly traded partnership. Income from a
publicly traded partnership (to the extent not used to offset
losses from the same partnership) is generally treated as
portfolio income. Each Partnership has been structured so as to
avoid treatment as a publicly traded partnership. However,
income or losses from each Partnership may not be used to offset
losses or income from a Limited Partner's interest in any other
partnerships which are treated as publicly traded partnerships.
Tax Basis
A Limited Partner's initial tax basis in his Partnership
interest will be his capital contribution to a Partnership (i.e.,
the price he paid for his Units). His tax basis will then be
increased (or decreased) by his share of income (or loss) and by
his share of any increase (or decrease) of a Partnership's
indebtedness as to which no Partner is personally liable, and
reduced by the amount of any cash distributions. A Limited
Partner may only deduct his allocable share of a Partnership's
losses, if any, to the extent of his basis in his Units.
At Risk Limitation
Generally, taxpayers (including certain closely-held
corporations) may not deduct losses incurred in most activities,
including the leasing of equipment, in an amount exceeding the
aggregate amount the taxpayer is at risk in the activity at the
close of a Partnership's tax year. Generally, a taxpayer is
considered at risk with respect to an activity to the extent of
money and the adjusted basis of other property contributed to the
activity.
A Limited Partner generally will not be at risk, and will
not be entitled to increase the tax basis of his Units, with
respect to recourse liabilities, if any, of each Partnership
(such as trade payables), and he will not be at risk with
respect to nonrecourse liabilities incurred by a Partnership
(such as amounts borrowed to finance purchases of Equipment),
even though such nonrecourse liabilities may increase the tax
basis of the Units. Thus, a Limited Partner's initial amount at
risk effectively will be the amount of his capital contribution
to a Partnership. Such amount will be reduced subsequently by
cash distributions and loss allocations, and increased by
allocations of a Partnership's income.
The effect of the at risk rules generally is to limit the
availability of a Partnership's losses to offset a Limited
Partner's income from other sources to an amount equal to his
capital contribution to a Partnership, less cash distributions
received and allocations of such Partnership's losses, plus any
of such Partnership's income allocated to him. Therefore,
although a Partnership may generate tax losses for a taxable
year, the Limited Partners who are subject to the at risk rules
will be unable to use such losses to the extent they exceed such
Limited Partner's at risk amount in computing taxable income
for the year. Any unused losses may be carried forward
indefinitely until such Limited Partners have sufficient at
risk amounts in the Partnership to use the losses.
Deductions for Organizational and Offering Expenses; Start-Up
Costs
The costs of organizing and syndicating each Partnership, as
well as certain start-up costs, may not be deducted currently
and must be capitalized.
Section 709 of the Code provides that no current deduction is
allowed to a partnership for organizational expenses.
Organizational expenses include legal fees incident to the
organization of the partnership, accounting fees for establishing
a partnership accounting system and necessary filing fees. Such
expenses may be written off ratably over a 60-month period.
Similar rules apply to start-up expenditures under Section 195
of the Code
Under Section 709, no deduction is allowed at all for any
amounts paid or incurred to promote or effect the sale of an
interest in a partnership (syndication expenses). Syndication
expenses may be deducted, if at all, only upon liquidation of the
Partnership, and then perhaps only as a capital loss.
Syndication expenses include brokerage fees (such as the
Underwriting Fees and Sales Commissions), registration fees,
legal fees of underwriters and placement agents and the issuer
(the Partnership) for securities advice and advice concerning the
adequacy of tax disclosures in the Offering documents, accounting
fees for the preparation of information to be included in the
Offering materials, printing and reproduction costs and other
selling or promotional expenses.
The General Partner will endeavor to treat the organizational,
start-up and syndication costs of each Partnership in accordance
with the foregoing rules. However, because there is uncertainty
about the distinction between trade or business expenses that may
be currently deducted and organizational, start-up and
syndication costs that must be capitalized and either amortized
or deferred, there can be no assurance that the Service will not
challenge the current deduction of certain expenses of each
Partnership on the grounds that such expenses are not currently
deductible.
Tax Treatment of the Leases
The availability to Limited Partners of depreciation or cost
recovery deductions with respect to a particular item of
Equipment depends, in part, upon the classification of the
particular lease of that Equipment as a true lease of property
under which a Partnership is the owner, rather than as a sale,
financing or refinancing arrangement for federal income tax
purposes.
Whether a Partnership is the owner of any particular item of
Equipment and whether any of its Leases is a true lease for
federal income tax purposes depends upon questions of fact and
law. The Service has published guidelines for purposes of
issuing advance rulings on the tax treatment of leveraged
leases. These guidelines do not purport to be substantive rules
of law and are not supposed to be applied in audit contexts
(although they have been so applied in a number of instances).
The Partnerships will not request, and probably would not be
able to obtain, a ruling from the Service that each of its Leases
will qualify as such for tax purposes, nor is it expected that
the General Partner will obtain the advice of Tax Counsel with
respect to any particular Lease. Moreover, the General Partner
may determine that a Partnership should enter into specific
Leases on such terms that the tax treatment of the Leases would
be questionable. Should a Lease be recharacterized as a sale,
financing, or refinancing transaction for income tax purposes, a
portion of the rental income of a Partnership equivalent to
interest on the amount financed under such Lease would be
treated as interest income, without offset for deductions for
depreciation or cost recovery, and the balance of such rental
income would be a tax-free recovery of principal. The general
result would be increased amounts of taxable income in the
initial years of the Lease followed by decreased amounts of
income in later years.
Whether each Partnership Lease will meet the relevant
requirements and whether a Partnership otherwise will be treated,
for federal income tax purposes, as the owner of each item of
Equipment acquired by that Partnership, will depend on the
specific facts in each case, which are undeterminable because
they will occur in the future. Accordingly, Tax Counsel can
render no opinion on this issue.
Cost Recovery
In general, equipment of the sort anticipated to be acquired
and leased by each Partnership is classified as either 3-year
property, 5-year property or 7-year property, and may be
written off for federal income tax purposes (through cost
recovery or depreciation deductions) over its respective
recovery period using the 200 percent declining-balance
depreciation method, with a switch to the straight-line method at
a time that maximizes the deduction. A taxpayer may elect to use
a straight-line method of depreciation. A half-year convention
(under which a half-year's depreciation is allowed in the year
that the property is placed in service) will generally apply in
computing the first year's depreciation. However, if more than
40% of the aggregate basis of depreciable property is placed in
service in the last three months of the tax year, a mid-quarter
convention must be used whereunder all property placed in
service during any quarter of a tax year is treated as placed in
service at the midpoint of such quarter.
The General Partner expects that a Partnership's Equipment
will consist primarily of 5-year property. The General Partner
intends to claim cost recovery deductions with respect to each
Partnership's Equipment under the method(s) deemed by the General
Partner to be in the best interests of each Partnership, which
generally will be a straight-line method. Whether the
Partnerships will be entitled to claim cost recovery deductions
with respect to any particular item of Equipment and the
applicable method and convention to be used depends on a number
of factors, including whether the Leases are treated as true
leases for federal income tax purposes. See -- Tax Treatment of
the Leases in this Section.
Each Partnership will allocate all or part of the Acquisition
Fees to be paid to the General Partner to the cost basis of
Equipment on which cost recovery is computed. No assurance can
be given that the Service will agree that the amount of such fee
which is so allocated is properly attributable to purchased
Equipment such that cost recovery deductions based on such
additional basis are properly allowable. The Service might
assert that the Acquisition Fees are attributable to items other
than the Equipment or are not subject to cost recovery at all.
If the Service were successful, the cost recovery deductions
available to each Partnership would be reduced accordingly.
Because the determination of this issue will depend on the
magnitude and type of services performed in consideration for
these fees, which facts are presently undeterminable and may vary
in connection with each piece of Equipment acquired by each
Partnership, Tax Counsel is unable to render an opinion thereon.
Under certain circumstances, a taxpayer will be required to
recover the cost of an asset over a period longer than the period
described above. Such circumstances include the use of equipment
predominantly outside the United States and the use of equipment
by a tax-exempt entity. See -- Limitations on Cost Recovery
Deductions.
Limitations on Cost Recovery Deductions
Property Used Predominantly Outside the United States.
Each Partnership may own and lease Equipment that is used
predominantly outside the United States. The cost of such
Equipment must be written off for federal income tax purposes
using the straight line method of depreciation over a period
corresponding to the Equipment's ADR Class Life (which
generally is longer than the 3-year, 5-year or 7-year periods
permitted for other property) and the applicable half-year or
mid-quarter convention. If the Equipment does not have an ADR
Class Life, a 12-year period must be used. See -- Cost
Recovery.
However, certain types of property which are used
predominantly outside the United States nevertheless qualify for
the normal rules discussed in -- Cost Recovery (that is, a
shorter depreciable life should be allowable). The exceptions
include the following: (1) aircraft registered in the United
States which are operated to and from the United States; (2)
certain railroad rolling stock which is used within and without
the United States; (3) vessels documented under the laws of the
United States which are operated in the foreign or domestic
commerce of the United States; and (4) containers of a United
States person which are used in the transportation of property to
and from the United States. It is not presently determinable
whether any Equipment owned and leased by the Partnership will be
in any of these categories.
Tax-Exempt Leasing.
The Partnership may lease Equipment to certain tax-exempt
entities. Property leased to tax-exempt entities (tax-exempt
use property) must be written off for federal income tax
purposes using the applicable half-year or mid-quarter convention
and applying the straight line method of depreciation over a
period corresponding to the longer of (i) the Equipment's ADR
Class Life (which generally is longer than the 3-year, 5-year or
7-year periods permitted for other property) and (ii) or 125% of
the term of the lease. The term of a lease will include all
options to renew as well as certain successive leases, determined
under all of the facts and circumstances. The use of property by
a tax-exempt entity at any point in a chain of use results in its
characterization as tax-exempt use property (e.g., a sublease by
a non-tax-exempt lessee to a tax-exempt sublessee).
The definition of a tax-exempt entity includes governmental
bodies and tax-exempt governmental instrumentalities, tax-exempt
organizations, certain foreign persons and entities, and certain
international organizations. The term also generally includes
certain organizations which were tax-exempt at any time during
the five-year period ending on the date such organization first
uses the property involved. Foreign persons or entities are
treated as tax-exempt entities with respect to property if 50% or
less of the income derived from the leased property is subject to
U.S. income tax.
The term tax-exempt use property does not include: (1) any
portion of property which is used predominantly by a tax-exempt
entity (directly, or through a partnership in which the
tax-exempt entity is a partner) in an unrelated trade or business
if the income from such trade or business is included in the
computation of income subject to the tax on unrelated business
taxable income; (2) property leased to a tax-exempt entity under
a short-term lease (that is, a lease which has a term of less
than the greater of one year or 30% of the property's ADR Class
Life, but in any case less than three years); and (3) certain
high-technology equipment.
If any property which is not otherwise tax-exempt use property
is owned by a partnership which has both a tax-exempt entity and
a person who is not a tax-exempt entity as partners, such
tax-exempt entity's proportionate share of such property is
treated as tax-exempt use property unless certain specific
requirements relating to the allocation of profits and losses
among the partners are met. These requirements will not be met
by the Partnerships. However, taxable income from the
Partnerships will probably be treated as unrelated business
taxable income in the hands of employee benefit plans and other
tax-exempt investors. See -- Taxation of Employee Benefit Plans
and Other Tax-Exempt Organizations. Additionally, a substantial
portion of the Partnerships' taxable income will be treated as
United States source business income in the hands of foreign
Limited Partners for which no exemption is available. See --
Foreign Investors. Therefore, it is not anticipated that the
depreciation limitations applicable to tax-exempt use property
will be material as they relate to Equipment owned by the
Partnerships and not leased to or used by a tax-exempt entity.
Deferred Payment Leases
Both the lessor and lessee under certain rental agreements
(Section 467 rental agreements) are required to accrue annually
the rent allocable to the taxable year, as well as interest on
deferred rental payments, where actual payment of the rent is
deferred. A Section 467 rental agreement is defined as any
rental agreement for the use of tangible property which involves
total payments in excess of $250,000 and either (i) provides for
increasing or decreasing rental payments or (ii) provides for
rentals payable beyond the close of the calendar year following
the year in which the associated use occurred. In general, the
rent allocable to a taxable year will be determined by reference
to the terms of the lease. However, if a Section 467 rental
agreement is silent as to the allocation of rents, or, if (1) a
Section 467 rental agreement provides for increasing or
decreasing rents, (2) a principal purpose for providing for
increasing or decreasing rents is the avoidance of taxes and (3)
the lease is part of a leaseback transaction or is for a term in
excess of 75% of certain prescribed asset write-off periods, then
rents will be deemed to accrue on a level basis in amounts having
a present value (as determined by utilizing a discount rate equal
to 110% of the applicable federal rate, which is roughly
equivalent to the rate on certain U.S. government securities with
comparable maturities) equal to the present value (as so
determined) of the aggregate rentals actually payable under the
agreement. The differences between the rent actually paid and
the recomputed rents are treated as loans bearing interest at the
applicable federal rate.
Each Partnership may enter into transactions which will
subject it to these provisions. The application of such
provisions could result in the acceleration of income recognition
by the Partnerships prior to receipt of corresponding cash flow.
Sale or Other Disposition of Partnership Property
In general, an individual's long term capital gains (i.e.,
gains on sales of capital assets held for more than 18 months)
are taxed at 20% and mid-term capital gains (i.e., gains on sales
of capital assets held for more than 12 months but no more than
18 months) are taxed at 28% under current law while the maximum
tax rate for ordinary income is 39.6%. For corporations, the
highest maximum tax rate for both capital gains and ordinary
income is 35%.
Because of the different individual tax rates for capital
gains and ordinary income, the Internal Revenue Code provides
various rules concerning the characterization of income as
ordinary or capital and for distinguishing between long-term,
mid-term and short-term gains and losses. The distinction
between ordinary income and capital gains is relevant for other
purposes as well. For example, the amount of capital losses
which an individual may offset against ordinary income is limited
to $3,000 ($1,500 in the case of a married individual filing
separately).
Upon a sale or other disposition of the Equipment of a
Partnership (including a sale or other disposition resulting from
destruction of the Equipment or from foreclosure or other
enforcement of a security interest in the Equipment), that the
Partnership will realize gain or loss equal to the difference
between the basis of the Equipment at the time of sale or
disposition and the amount realized upon sale or disposition.
The amount realized on a foreclosure would include the face
amount of the debt being discharged in a foreclosure, even though
a Partnership receives no cash. Since the Equipment constitutes
tangible personal property, upon a sale or other disposition of
the Equipment, all of the recovery deductions (depreciation)
taken by a Partnership will, to the extent of any realized gain,
be subject to recapture (i.e., treated by the Partners as
ordinary income). Recapture cannot be avoided by holding the
Equipment for any specified period of time. If a Partnership
were to sell property on an installment basis, all depreciation
recapture income is recognized at the time of sale, even though
the payments are received in later taxable years.
Any gain in excess of the amount of recapture will constitute
gain or loss described in Section 1231 of the Code if the
property sold or otherwise disposed of either was used in a
Partnership's trade or business and held for more than one year
or was a capital asset which was held for more one year and not
held primarily for sale to customers. Under Section 1231 of the
Code, if the sum of the gains on sale or exchange of certain
assets (generally, depreciable property, other than inventory and
literary properties) used in a trade or business and held for
more than one year and the gains from certain compulsory or
involuntary conversions exceed the losses on such sales,
exchanges and conversions, such excess gains will be treated as
capital gains (subject to a special Section 1231 recapture rule
described below). If such losses exceed such gains, however,
such excess losses will be treated as ordinary losses.
There is a special rule under Section 1231 for casualty and
theft losses on depreciable business property and capital assets
which are held for more than one year and are held in connection
with a trade or business or a transaction entered into for
profit. Such gains and losses must be separately grouped
together and if casualty gains equal or exceed casualty losses,
then the gains and losses are further grouped with other Section
1231 transactions to determine whether there is an overall
Section 1231 gain or loss. If the casualty or theft losses exceed
gains, the resulting net loss is not further grouped with other
Section 1231 transactions, but is, instead, excluded from Section
1231 and treated as an ordinary loss.
Under a special Section 1231 recapture rule, net Section
1231 gain will be treated as ordinary income to the extent of the
taxpayer's non-recaptured net Section 1231 losses.
Non-recaptured net Section 1231 losses are any net Section 1231
losses from the five preceding taxable years which have not yet
been offset against net Section 1231 gains in those years.
If, at the time of sale, the sold Equipment is a capital asset
(i.e., was not used in a Partnership's trade or business) and had
been held by a Partnership for one year or less, or if a
Partnership is a dealer in Equipment of the type sold, any gain
or loss will be treated as short-term capital gain or loss or
ordinary income or loss, respectively.
Sale or Other Disposition of Partnership Interest
Gain or loss recognized by a Limited Partner on the sale of
his interest in a Partnership (which would include both the cash
or other consideration received by such Limited Partner from the
purchaser as well as such Limited Partner's share of the
Partnership's nonrecourse indebtedness) will, except as noted
below, be taxable as a long-term, mid-term or short-term capital
gain or loss, depending on his holding period for his Units and
assuming that his Units qualify as capital assets in his hands.
That portion of a selling Partner's gain allocable to a
Partnership's unrealized receivables (including depreciation
recapture) and inventory (the ordinary income assets), however,
would be treated as ordinary income. The term ordinary income
assets would include assets subject to recapture of recovery
deductions determined as if a selling Partner's proportionate
share of a Partnership's properties had been sold at that time.
Thus, a substantial portion of a Limited Partner's gain upon the
sale of his Units may be treated as ordinary income. For a
discussion of the relevance of the distinction between ordinary
income and capital gain, see -- Sale or Other Disposition of
Partnership Property in this Section.
In connection with the sale or exchange of a Partnership
interest, the transferor must promptly notify the Partnership of
the sale or exchange, and, once the Partnership is notified, it
is required to inform the Service (and the seller and the buyer
of the Partnership interest) on or before January 31 following
the calendar year of sale of the fair market value of the
allocable share of unrealized receivables and appreciated
inventory attributable to the Partnership interest sold or
exchanged. Penalty for failure to file is $50 for each failure,
with a limit of $100,000. In addition, failure of the transferor
of a Partnership interest to notify the Partnership will result
in a $50 penalty per failure.
Treatment of Cash Distributions Upon Redemption
The redemption by a Partnership of all or a portion of a
Limited Partner's Units (see SUMMARY OF THE PARTNERSHIP
AGREEMENT) will be treated as a sale or exchange of such Units
by the Limited Partner and may generate taxable income to him.
The amount realized by such Limited Partner on such redemption
will equal the sum of the cash received by such Limited Partner,
plus the Limited Partner's share of the Partnership's
non-recourse liabilities.
Under Section 751(b) of the Code, in the event a Partnership
distributes cash to a Partner and, simultaneously, the Limited
Partner's interest in the Partnership's ordinary income assets
is reduced, the Limited Partner will be deemed to receive the
cash, or a portion thereof, in exchange for the ordinary income
assets. The Limited Partner will recognize ordinary income to
the extent the portion of the distribution that is attributable
to the ordinary income assets exceeds such Limited Partner's
undivided interest in a Partnership's adjusted basis in such
assets prior to the exchange. The remainder of the distribution,
if any, will be treated in the same manner as a partnership
distribution (i.e., the Limited Partner will recognize income
only to the extent the cash distributions exceed such Limited
Partner's adjusted basis in his Units). See -- Taxation of
Distributions.
The Partnerships anticipate that any redemption of a Limited
Partner's Units will be payable out of Cash From Operations and
Cash From Sales that otherwise would be available for
distribution to all Limited Partners or for reinvestment in
additional Equipment. Accordingly, while any redemption of Units
by a Partnership would decrease the aggregate number of Units
outstanding and thereby proportionally increase each remaining
Limited Partner's distributive share of the Partnership's income,
gain, loss and deductions and items thereof, it may also reduce
the total amount of cash which is available for investment or
reinvestment.
Gifts of Units
Generally, no gain or loss is recognized upon the gift of
property. However, a gift of Units (including a charitable
contribution) may be treated partially as a sale to the extent of
the transferor's share of a Partnership's nonrecourse
liabilities, if any. Gain may be required to be recognized in an
amount equal to the difference between such nonrecourse debt
share and that portion of the basis in the Units allocable to the
sale transaction. Charitable contribution deductions for the
fair market value of the Units will be reduced by the amounts
involved in such partial sale and, in any event, may be subject
to reduction in certain cases by the amount of gain which would
be taxed as ordinary income to the transferor on a sale of his
Units.
Consequence of No Section 754 Election
Because of the complexities of the tax accounting required,
each Partnership does not presently intend to file elections
under Section 754 of the Code to adjust the basis of property in
the case of transfers of Units. As a consequence, a transferee
of Units may be subject to tax upon a portion of the proceeds of
sales of a Partnership's property that represents, as to him, a
return of capital. This may affect adversely the price that
potential purchasers would be willing to pay for Units.
Tax Treatment of Termination of the Partnership Pursuant to the
Partnership Agreement
In the event of termination of a Partnership pursuant to the
Partnership Agreement (see SUMMARY OF THE PARTNERSHIP AGREEMENT
- -- Duration of Partnership) the General Partner is required to
sell or dispose of the Partnership assets, apply the proceeds and
other Partnership funds to repayment of the liabilities of the
Partnership and distribute any remaining funds to the Partners in
accordance with their positive Capital Accounts balances. Sales
and other dispositions of that Partnership's assets would have
the tax consequences described in -- Sale or Other Disposition
of Partnership Property in this Section. Liquidating cash
distributions in excess of a Partner's tax basis for his
Partnership interest generally would be taxable (generally as
capital gain, provided the Partnership interests constitute
capital assets in the hands of the Partners); cash distributions
in amounts less than such basis may result in a loss (generally a
capital loss which would be subject to the general limitations on
deductibility of losses). The tax basis for the Units of a
Limited Partner is increased (or decreased) by his share of a
Partnership's taxable income (or loss) resulting from the sale or
other disposition of Equipment. Hence, if a Partnership's
Equipment has been sold or disposed of under circumstances
resulting in a loss, distribution of the sale proceeds upon
liquidation of the Partnership may result in taxable gain to the
Partners.
Audit by the Service
No tax rulings have been sought by either Partnership from the
Service. While the Partnerships (and any joint ventures in which
the Partnerships participate) intends to claim only such
deductions and assert only such tax positions for which there is
a substantial basis, the Service may audit the returns of the
Partnerships or any such joint venture and it may not agree with
some or all of the positions taken by the Partnerships (or such
joint venture).
An audit of a Partnership's information return may result in
an increase in a Partnership's income, the disallowance of
deductions, and the reallocation of income and deductions among
the Partners. In addition, an audit of a Partnership's
information return may lead to an audit of income tax returns of
Limited Partners which could lead to adjustments of items
unrelated to a Partnership.
Partners must report a Partnership's items on their individual
returns in a manner consistent with the Partnership's return
unless the Partner files a statement with the Service identifying
the inconsistency or unless the Partner can prove his return is
in accordance with information provided by such Partnership.
Failure to comply with this requirement is subject to penalties
and may result in an extended statute of limitations. In
addition, in most circumstances the federal tax treatment of
items of a Partnership's income, gain, loss, deduction and credit
will be determined at the partnership level in a unified
partnership proceeding rather than in separate proceedings with
its partners.
Any audit of a Partnership will be at the Partnership's level
and the Service will deal with the Partnership's Tax Matters
Partner (the TMP) with respect to its tax matters. The
General Partner is designated as each Partnership's TMP in the
Partnership Agreement. Only those Limited Partners having at
least a 1% interest in a Partnership (the Notice Partners) will
be entitled to receive separate notice from the Service of the
audit of a Partnership's return and of the results thereof, and
Limited Partners who have an interest of less than 1%
(Non-notice Partners) will not be entitled to notice from the
Service. However, groups of Non-notice Partners who together own
a 5% or greater interest in a Partnership (a Notice Group) may,
by notification to the Service, designate a member of their group
to receive Service notices. All Partners in a Partnership have
the right to participate in any audit of the Partnership. The
General Partner is required to keep all Limited Partners informed
of any administrative and judicial proceedings involving the tax
matters of a Partnership. Also, the General Partner will keep
Non-notice Partners advised of any significant audit activities
in respect of a Partnership.
The TMP is authorized to enter into settlement agreements with
the Service that are binding upon Non-notice Partners, except
Non-notice Partners who are members of a Notice Group or who have
filed a statement with the Service that the TMP does not have
authority to enter into settlement agreements that are binding
upon them. Any Partner will have the right to have any favorable
settlement agreement reached between the Service and any other
Partners with respect to an item of his Partnership applied to
him.
The General Partner is empowered by the Partnership Agreement
to conduct, on behalf of each Partnership and Limited Partners,
all examinations by tax authorities relating to each Partnership,
at the expense of each Partnership. See SUMMARY OF THE
PARTNERSHIP AGREEMENT. A tax controversy could result in
substantial legal and accounting expense being charged to a
Partnership subject to the controversy, irrespective of the
outcome.
Alternative Minimum Tax
An alternative minimum tax (AMT) is payable by taxpayers to
the extent it exceeds the taxpayer's regular federal income tax
liability for the year. For noncorporate taxpayers, the AMT is
imposed on alternative minimum taxable income (AMTI) in
excess of an exemption amount. The AMTI is based on the
taxpayer's taxable income, as recomputed with certain adjustments
and increased by certain tax preference items. A two-tiered
AMT rate schedule for noncorporate taxpayers exists consisting of
a 26% rate (which applies to the first $175,000 ($87,500 for
married individuals filing separately) of a taxpayer's AMTI in
excess of the exemption amount) and a 28% rate (which applies to
the amount in excess of $175,000 ($87,500 for married individuals
filing separately) over the exemption amount). The exemption
amount is $45,000 for married individuals filing jointly, $33,750
for single persons, and $22,500 for estates, trusts, and married
individuals filing separately.
The principal adjustments include the following: (1)
depreciation deductions cannot exceed those computed under the
150% declining balance method and , for property placed in
service before January 1, 1999, an extended recovery period, (2)
mining exploration and development costs are capitalized and
amortized ratably over ten years, (3) magazine circulation
expenditures are amortized over three years, (4) research and
experimental expenditures are amortized over ten years, (5)
miscellaneous itemized deductions are not allowed, (6) medical
expenses are deductible only to the extent they exceed 10% of
adjusted gross income, (7) state and local property and income
taxes are not deductible, (8) interest deductions are subject to
further restrictions, (9) the standard deduction and personal
exemptions are not allowed, (10) only alternative tax net
operating losses are deductible and (11) the excess of the fair
market value of stock received on the exercise of an incentive
stock option over the exercise price must be included as income.
The principal tax preference items which must be added to
taxable income for AMT purposes include the following: (1) the
excess of depletion over the adjusted basis of the property at
the end of the year, (2) the excess of intangible drilling costs
over 65% of net oil and gas income, and (3) private activity
bond interest.
The General Partner does not anticipate that any significant
tax preference items will be generated by either Partnership.
The principal Partnership items that may have an impact on a
particular Partner's AMTI are interest and depreciation. It is
anticipated that each Partnership will generally depreciate its
Equipment using the straight line method. Therefore, a
Partnership's activities should not give rise to any significant
depreciation adjustments for purposes of computing the AMTI of
the Limited Partners. Prospective investors should be aware,
however, that for purposes of computing AMTI, interest incurred
to acquire or maintain an ownership interest in a passive
activity (such as a Partnership) is deductible only to the extent
that such interest, when added to the passive activity income or
loss of the taxpayer (computed with the appropriate alternative
minimum tax adjustments and tax preferences), does not result in
a passive activity loss (as so computed). Accordingly, Limited
Partners who borrow money and incur interest expense in
connection with their purchase of Units may only be allowed a
limited deduction for such interest in computing their AMTI.
The rules relating to the alternative minimum tax for
corporations are different than those just described.
Corporations contemplating purchase of the Units should consult
their tax advisors as to the possible AMT consequences of an
investment in a Partnership.
Interest Expense
In general, interest expense incurred in connection with
investment activities is deductible only against investment
income. Interest expense incurred in connection with investments
in passive activities (such as the Partnership and other
limited partnerships) may only be deducted in accordance with the
rules applicable to losses derived from passive activities. See
- -- Deductibility of Losses: Passive Losses, Tax Basis and 'At
Risk' Limitation.
Interest expense incurred by a Partnership probably will be
treated as passive activity interest, as would interest expense
incurred by a Limited Partner on money he borrows to purchase or
carry his interest in a Partnership but may be deductible against
related income of a Partnership allocable to the Units purchased
with such borrowed money.
Each Partnership may enter into transactions involving the
prepayment of interest or the payment of points, commitment
fees and loan origination or brokerage fees. In general, prepaid
interest, points and similar costs may not be deductible
currently and, instead, may have to be capitalized and written
off over the life of the related loan. The General Partner will
treat such costs in accordance with the applicable requirements.
Self-Employment Income and Tax
A Limited Partner's net earnings from self-employment for
purposes of the Social Security Act and the Code will not include
his distributive share of any item of income or loss from a
Partnership, other than any guaranteed payments made to such
Limited Partner for services rendered to or on behalf of a
Partnership.
Maximum Individual Tax Rates
The federal income tax on individuals applies at a 15%, 28%,
31%, 36% and 39.6% rate. The personal exemption, which is $2,650
for 1997, is reduced by 2% for each $2,500 by which an
individual's adjusted gross income exceeds $181,800 for joint
returns, $151,500 for heads of household, $121,200 for single
taxpayers, and $90,900 for married persons filing separately (as
these amounts are adjusted for inflation). An individual is
required to reduce the amount of certain of his otherwise
allowable itemized deductions by 3% of the excess of his adjusted
gross income over $124,800 or $62,250 in the case of married
taxpayers filing separately (as these amounts are adjusted for
inflation).
Section 183
Section 183 of the Code limits deductions attributable to
activities not engaged in for profit. Section 183 contains a
presumption that an activity is engaged in for profit if the
gross income from the activity exceeds the deductions from the
activity in at least three out of the five consecutive years
ending with taxable year at issue. The General Partner intends
to operate each Partnership for the purpose of providing an
economic profit and anticipates that each Partnership will have
sufficient gross income to entitle it to the benefit of the
presumption referred to above. If either Partnership's activities
were treated as not being engaged in for profit, any deductions
of that Partnership in excess of its gross income might be
permanently disallowed.
Foreign Source Taxable Income
It is possible that certain rental income and interest
received by the Partnerships from sources within foreign
countries will be subject to withholding and/or income taxes
imposed by such countries. In addition, capital gains on the
sale of equipment may also be subject to capital gains taxes in
some of the foreign countries where the Partnerships sell
equipment. Tax treaties between certain countries and the United
States may reduce or eliminate certain of such taxes. The
activities of the Partnerships within certain foreign countries
may cause Limited Partners to be required to file tax returns in
such foreign countries. It is impossible to predict in advance
the rate of foreign tax the income of the Partnerships will be
subject to since the amount of the Partnerships' assets to be
invested in various countries is not known.
The Limited Partners will be informed by the Partnerships as
to their proportionate share of the foreign source of income of
and foreign taxes paid by the Partnerships which they will be
required to include in their income. The Limited Partners
generally will be entitled to claim either a credit (subject to
the limitations discussed below) or, if they itemize their
deductions, a deduction (subject to the limitations generally
applicable to deductions) for their share of such foreign taxes
in computing their Federal income taxes.
Generally, a credit for foreign taxes is subject to the
limitation that it may not exceed the Limited Partner's Federal
tax (before the credit) attributable to its total foreign source
taxable income. A Limited Partner's share of the Partnerships'
rental income and interest attributable to equipment used outside
the U.S. generally will qualify as foreign source income.
Generally, the source of income realized upon the sale of
personal property, such as equipment, will be based on the
location of the equipment.
The limitation on the foreign tax credit is applied separately
to different types of foreign source income, including foreign
source passive income, such as interest. Special limitations
also apply with respect to income from the sale of capital
assets. In addition, the foreign tax credit is allowed to offset
only 90% of the alternative minimum tax imposed on corporations
and individuals. Furthermore, for foreign tax credit limitation
purposes, the amount of a Limited Partner's foreign source income
is reduced by various deductions that are allocated and/or
apportioned to such foreign source income. One such deduction is
interest expense, a portion of which will generally reduce the
foreign source income of any Limited Partner who owns (directly
or indirectly) foreign assets. For these purposes, foreign
assets owned by the Partnerships will be treated as owned by the
Limited Partners in the Partnerships and indebtedness incurred by
the Partnerships will be treated as incurred by Limited Partners
in the Partnerships.
Because of these limitations, Limited Partners may be unable
to claim credit for the full amount of their proportionate share
of the foreign taxes attributable to the income of the
Partnerships. In addition, foreign losses, if any, generated by
the Partnerships could reduce the tax credits available to a
Limited Partner from unrelated foreign source income. The
foregoing is only a general description of the foreign tax credit
under current law. Moreover, since the availability of a credit
or deduction depends on the particular circumstances of each
Limited Partner, Limited Partners are advised to consult their
own tax advisers.
Registration, Interest, and Penalties
Tax Shelter Registration
Tax shelters are required to be registered with the
Service. Under Temporary Treasury Regulations, an investment
constitutes a tax shelter for this purpose if a potential
investor could reasonably infer from representations made in
connection with the sale of the investment that the aggregate
amount of deductions and 350% of the credits potentially
allowable with respect to the investment for any of the first
five years will be greater than twice the amount to be invested.
Each Partnership is a tax shelter under this definition because
the term amount of deductions means gross deductions and gross
income expected to be realized by a Partnership is not counted.
The Temporary Treasury Regulations also provide that a tax
shelter is not required to be registered initially if it is a
projected income investment. A projected income investment is
any tax shelter that is not expected to reduce the cumulative tax
liability of any investor as of the close of any of the first
five years of the investment. The General Partner expects, based
on economic and business assumptions which the General Partner
believes to be reasonable, that no Limited Partner's cumulative
tax liability will be reduced during any of the first five years
after the effective date of this Prospectus by reason of an
investment in a Partnership. There can be no assurance, however,
that unexpected economic or business developments will not cause
Limited Partners to incur tax losses from a Partnership, with the
result that their cumulative tax liability during the first five
years might be reduced. Therefore, the General Partner has
registered each Partnership as a tax shelter with the Service.
A Tax Shelter Registration Number is expected to be received
shortly. However, for so long as a Partnership is a projected
income investment, the Limited Partners are not required to
include a Partnership's registration number on their tax returns.
Even though each Partnership may be a projected income
investment, each Partnership will nonetheless be required to
maintain a list identifying each person who has been sold a Unit
and containing such other information as required by the
regulations. This list must be made available to the Service
upon request.
In the event each Partnership ceases to be a projected income
investment, each Partnership and the Limited Partners will become
subject to all remaining requirements applicable to tax
shelters. This means, among other things, that the Limited
Partners will be required to include a Partnership's registration
number on their tax returns.
Pursuant to the Temporary Treasury Regulations, the General
Partner is required to notify the Limited Partners that a
Partnership is no longer a projected income investment and to
inform each Limited Partner that he must report a Partnership's
registration number on any return on which he claims a deduction,
credit or other tax benefit from that Partnership.
The General Partner is required by the Temporary Treasury
Regulations to include the following legend herein: ISSUANCE OF
A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR
THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED
BY THE INTERNAL REVENUE SERVICE.
Interest on Underpayments
The interest that taxpayers must pay for underpayment of
federal taxes is the Federal short-term rate plus three
percentage points, compounded daily. The Federal short-term rate
is set quarterly by the Treasury based on the yield of U.S.
obligations with maturities of three years or less.
Penalty for Substantial Understatements
The Code also contains a penalty for substantial
understatement of federal income tax liability equal to 20% of
the amount of the understatement. An understatement occurs if
the correct tax for the year (as finally determined after all
administrative and judicial proceedings) exceeds the tax
liability actually shown on the taxpayer's returns for the year.
An understatement on an individual's return will be considered
substantial for purposes of the penalty if it exceeds both (a)
10% of the correct tax, and (b) $5,000. The imposition of this
penalty may be avoided however if, in the case of any item that
is not attributable to a tax shelter, (a) there was substantial
authority for the taxpayer's treatment of the item, or (b) the
relevant facts affecting the item's tax treatment were adequately
disclosed in the taxpayer's return provided that the taxpayer had
a reasonable basis for the tax treatment of such item. In the
case of an item that is attributable to a tax shelter, the
penalty may be avoided if (a) there was substantial authority for
the taxpayer's treatment of the item, and (b) the taxpayer
reasonably believed that his treatment of the item on the return
was more likely than not the proper treatment.
For purposes of the understatement penalty, tax shelter
includes a partnership if a significant purpose of the
partnership is the avoidance or evasion of Federal income tax.
Each Partnership should not be treated as a tax shelter within
the meaning of this provision primarily because (1) each
Partnership's objectives include the provision of cash
distributions (real economic gain) to the investors throughout
the operating life of a Partnership, and (2) claiming the tax
benefits associated with the ownership of equipment would be
consistent with Congressional purpose in providing those
benefits.
State and Local Taxation
In addition to the federal income tax consequences described
above, prospective investors should consider potential state and
local tax consequences of an investment in a Partnership. A
Limited Partner's share of the taxable income or loss of a
Partnership generally will be required to be included in
determining reportable income for state or local tax purposes in
the jurisdiction in which the Limited Partner is a resident. In
addition, other states in which a Partnership owns Equipment or
does business may require nonresident Limited Partners to file
state income tax returns and may impose taxes determined with
reference to their pro rata share of a Partnership's income
derived from such state. Any tax losses generated through a
Partnership from operations in such states may not be available
to offset income from other sources in other states. To the
extent that a nonresident Limited Partner pays tax to a state by
virtue of the operations of a Partnership within that state, he
may be entitled to a deduction or credit against tax owed to his
state of residence with respect to the same income. Payment of
state and local taxes will constitute a deduction for federal
income tax purposes, assuming that the Limited Partner itemizes
deductions. Each investor is advised to consult his own tax
adviser to determine the effect of state and local taxes,
including gift and death taxes as well as income taxes, which may
be payable in connection with an investment in a Partnership.
Foreign Investors
Foreign investors in each Partnership should be aware that, to
a substantial degree, the income of a Partnership will consist of
trade or business income that is attributable to or effectively
connected with a fixed place of business (permanent
establishment) maintained by a Partnership in the United
States. As such, a Partnership's income will be subject to U.S.
taxation in the hands of foreign investors and it is unlikely
that any exemption will be available under any applicable tax
treaty. Such foreign investors may be required to file a U.S.
federal income tax return to report their distributive shares of
a Partnership's income, gains, losses and deductions.
Additionally, a Partnership is required to withhold tax on each
such foreign investor's distributive share of income from that
Partnership (whether or not any cash distributions are made); any
amount required to be withheld will be deducted from
distributions otherwise payable to such foreign investor and such
foreign investor will be liable to repay that Partnership for any
withholdings in excess of the distributions to which he is
otherwise entitled. Foreign investors must consult with their
tax advisors as to the applicability to them of these rules and
as to the other tax consequences described herein.
Tax Treatment of Certain Trusts and Estates
The tax treatment of trusts and estates can differ somewhat
from the tax treatment of individuals. Investors which are
trusts and estates should consult with their tax advisors as to
the applicability to them of the tax rules discussed herein.
Taxation of Employee Benefit Plans and Other Tax-Exempt
Organizations
Employee benefit plans, such as qualified pension and profit
sharing plans, Keogh plans, and IRAs, generally are exempt from
federal income tax, except to the extent their unrelated
business taxable income exceeds $1,000 in any taxable year. The
excess unrelated business taxable income is subject to an
unrelated business income tax. Other charitable and tax-exempt
organizations are likewise subject to the unrelated business
income tax. Tax-exempt investors in a Partnership will be deemed
to be engaged in the business carried on by such Partnership and,
therefore, subject to the unrelated business income tax. Such
investors must consult with tax advisors as to the tax
consequences to them of investing in a Partnership.
Corporate Investors
The federal income tax consequences to investors which are
corporations (other than certain closely-held corporations, which
are subject to the at risk and passive loss limitations
discussed herein) may differ materially from the tax consequences
discussed herein, particularly as they relate to the alternative
minimum tax. Such investors must consult with tax advisors as to
the tax consequences to them of investing in a Partnership.
INVESTMENT BY QUALIFIED PLANS
Fiduciaries under ERISA
A fiduciary of a Qualified Plan is subject to certain
requirements under ERISA, including the duty to discharge its
responsibilities solely in the interest of, and for the benefit
of, the Qualified Plan's participants and beneficiaries. A
fiduciary is required to (a) perform its duties with the skill,
prudence and diligence of a prudent man acting in like capacity,
(b) diversify investments so as to minimize the risk of large
losses and (c) act in accordance with the Qualified Plan's
governing documents.
Fiduciaries with respect to a Qualified Plan include, for
example, any persons who exercise any authority or control
respecting the management or disposition of the funds or other
property of the Qualified Plan. For example, any person who is
responsible for choosing a Qualified Plan's investments, or who
is a member of a committee that is responsible for choosing a
Qualified Plan's investments, is a fiduciary of the Qualified
Plan. Also, an investment professional who renders, or who has
the authority or responsibility to render, investment advice with
respect to the funds or other property of a Qualified Plan may be
a fiduciary of the Qualified Plan, as may any other person with
special knowledge or influence with respect to a Qualified Plan's
investment or administrative activities.
IRAs generally are not subject to ERISA's fiduciary duty
rules. In addition, where a participant in a Qualified Plan
exercises control over such participant's individual account in
the Qualified Plan in a self-directed investment arrangement
that meets the requirements of Section 404(c) of ERISA, such
Participant (rather than the person who would otherwise be a
fiduciary of such Qualified Plan) will generally be held
responsible for the consequences of his investment decisions
under interpretations of applicable regulations of the Department
of Labor. Certain Qualified Plans of sole proprietorships,
partnerships and closely-held corporations of which the owners of
100% of the equity of such business and their respective spouses
are the sole participants in such plans at all times are
generally not subject to ERISA's fiduciary duty rules, although
they are subject to the Code's prohibited transaction rules,
explained below.
A person subject to ERISA's fiduciary rules with respect to a
Qualified Plan (or, where applicable, IRA) should consider those
rules in the context of the particular circumstances of the
Qualified Plan (or IRA) before authorizing an investment of a
portion of the Qualified Plan's (or IRA's) assets in Units.
Prohibited Transactions Under ERISA and the Code
Section 4975 of the Code (which applies to all Qualified Plans
and IRAs) and Section 406 of ERISA (which does not apply to IRAs
or to certain transactions with respect to Qualified Plans that,
under the rules summarized above, are not subject to ERISA's
fiduciary rules) prohibit Qualified Plans and IRAs from engaging
in certain transactions involving plan assets with parties that
are disqualified persons under the Code or parties in
interest under ERISA (disqualified persons and parties in
interest are hereinafter referred to as Disqualified Persons).
Disqualified Persons include, for example, fiduciaries of the
Qualified Plan or IRA, officers, directors and certain
shareholders and other owners of the company sponsoring the
Qualified Plan and natural persons and legal entities sharing
certain family or ownership relationships with other Disqualified
Persons. In addition, the beneficiary - owner or account
holder - of an IRA is generally considered to be a Disqualified
Person for purposes of the prohibited transaction rules.
Prohibited transactions include, for example, any direct or
indirect transfer to, or use by or for the benefit of, a
Disqualified Person of a Qualified Plan's or IRA's assets, any
act by a fiduciary that involves the use of a Qualified Plan's or
IRA's assets in the fiduciary's individual interest or for the
fiduciary's own account, and any receipt by a fiduciary of
consideration for his or her own personal account from any party
dealing with a Qualified Plan or IRA in connection with a
transaction involving the assets of the Qualified Plan or the
IRA. Under ERISA, a Disqualified Person that engages in a
prohibited transaction will be required to disgorge any profits
made in connection with the transaction and will be required to
compensate any Qualified Plan that was a party to the prohibited
transaction for any losses sustained by the Qualified Plan. In
addition, ERISA authorizes additional penalties and further
relief from such transaction. Section 4975 of the Code imposes
excise taxes on a Disqualified Person that engages in a
prohibited transaction with a Qualified Plan or IRA. Prohibited
transactions subject to these sanctions will generally be
required to be unwound to avoid incurring additional penalties.
In order to avoid the occurrence of a prohibited transaction
under Section 4975 of the Code and/or Section 406 of ERISA, Units
may not be purchased by a Qualified Plan or IRA from assets as to
which the General Partner or any of its Affiliates are
fiduciaries. Additionally, fiduciaries of Qualified Plans and
IRAs should be alert to the potential for a prohibited
transaction in the context of a particular Qualified Plan's or
IRA's decision to purchase Units if, for example, such purchase
were to constitute a use of plan assets by or for the benefit of,
or a purchase of Units from, a Disqualified Person.
Plan Assets
If a Partnership's assets were determined under ERISA or the
Code to be plan assets of Qualified Plans and/or IRAs holding
Units, fiduciaries of such Qualified Plans and IRAs might under
certain circumstances be subject to liability for actions taken
by the General Partner or its Affiliates. In addition, certain of
the transactions described in this Prospectus in which a
Partnership might engage, including certain transactions with
Affiliates, might constitute prohibited transactions under the
Code and ERISA with respect to such Qualified Plans and IRAs,
even if their acquisition of Units did not originally constitute
a prohibited transaction. Moreover, fiduciaries with
responsibilities to Qualified Plans and/or IRAs subject to
ERISA's fiduciary duty rules might be deemed to have improperly
delegated their fiduciary responsibilities to the General Partner
in violation of ERISA.
Although under certain circumstances ERISA and the Code, as
interpreted by the Department of Labor (DOL) in currently
effective regulations, generally apply a look-through rule
under which the assets of an entity in which a Qualified Plan or
IRA has made an equity investment may constitute plan assets,
the applicable regulations exempt investments in certain
publicly-registered securities and in certain operating
companies, as well as investments in entities not having
significant equity participation by benefit plan investors, from
the application of the look-through principle. Under the DOL's
current regulations governing the determination of what
constitutes the assets of a Qualified Plan or IRA in the context
of investment securities such as the Units, an undivided interest
in the underlying assets of a collective investment entity such
as a Partnership will not be treated as plan assets of
Qualified Plan or IRA investors if (i) the securities are
publicly offered, (ii) less than 25% by value of each class of
equity securities of the entity is owned by Qualified Plans,
IRAs, and certain other employee benefit plans or (iii) the
entity is an operating company.
In order to qualify for the publicly-offered exception
described above, the securities in question must be freely
transferable, owned by at least 100 investors independent of the
issuer and of one another, and either (a) part of a class of
securities registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934 or (b) sold as part of a public
Offering pursuant to an effective registration statement under
the Securities Act of 1933 and registered under the Securities
Exchange Act of 1934 within 120 days (or such later time as may
be allowed by the Securities and Exchange Commission) after the
end of the issuer's fiscal year during which the Offering
occurred. Units will be sold as part of an Offering registered
under the Securities Act of 1933. Further, the General Partner
has represented (a) that it intends to register the Units in each
Partnership under the Securities Exchange Act of 1934 in
compliance with the DOL's requirements and (b) that it is highly
likely that substantially more than 100 independent investors
will purchase and hold Units in each Partnership. Accordingly,
the determination of whether the Units will qualify for the
publicly-offered exception will depend on whether they are freely
transferable within the meaning of the DOL regulations. Although
whether a security is freely transferable is a factual
determination, the limitations on the assignment of Units and
substitution of Limited Partners contained in Sections 10.2, 10.3
and 10.4 of the Partnership Agreement appear to fall within the
scope of certain restrictions enumerated in the DOL's current
regulations that ordinarily will not affect a determination that
securities are freely transferable when the minimum investment,
as in the case of the Units, is $10,000 or less. Because,
however, the effect of the restrictions on transferability of
Units on the ultimate determination of whether Units are freely
transferable for purposes of the DOL's regulations (as well as
the determination of whether each Partnership will be an
operating company under the alternative DOL exemption set forth
above) is not certain, the General Partner has decided to rely on
the 25% ownership exemption described above for these purposes.
Consequently, pending favorable clarification of such matters
from the DOL, in order to ensure that the assets of the
Partnerships will not constitute plan assets of Qualified Plan
and IRA Unitholders, the General Partner will take such steps as
are necessary to ensure that ownership of Units by Qualified
Plans, IRAs, and certain other employee benefit plan investors is
at all times less than 25% of the total value of outstanding
Units. In calculating this limit, the General Partner will, as
provided in the DOL's regulations, disregard the value of any
Units held by a person (other than a Qualified Plan, IRA, or
certain other employee benefit plans) who has discretionary
authority or control with respect to the assets of the
Partnerships, or any person who provides investment advice for a
fee (direct or indirect) with respect to the assets of the
Partnerships, or any affiliate of any such a person. (See
Investor Suitability Standards.) Whether the assets of the
Partnerships will constitute plan assets is a factual issue
which may depend in large part on the General Partner's ability
throughout the life of the Partnerships to satisfy the 25%
ownership exemption. Accordingly, tax counsel are unable to
express an opinion on this issue.
Other ERISA Considerations
In addition to the above considerations in connection with the
plan asset question, a fiduciary's decision to cause a
Qualified Plan or IRA to acquire Units should involve, among
other factors, considerations that include whether (a) the
investment is in accordance with the documents and instruments
governing the Qualified Plan or IRA, (b) the purchase is prudent
in light of the diversification of assets requirement for such
Plan and the potential difficulties that may exist in liquidating
Units, (c) the investment will provide sufficient cash
distributions in light of the Qualified Plan's likely required
benefit payments and other needs for liquidity, (d) the
investment is made solely in the interests of plan participants,
(e) the evaluation of the investment has properly taken into
account the potential costs of determining and paying any amounts
of federal income tax that may be owed on unrelated business
taxable income derived from the Partnerships, and (f) the fair
market value of Units will be sufficiently ascertainable, and
with sufficient frequency, to enable the Qualified Plan or IRA to
value its assets in accordance with the rules and policies
applicable to the Qualified Plan or IRA.
CAPITALIZATION
The capitalization of the Partnerships as of the date of this
Prospectus and as adjusted to reflect the sale of the Minimum and
Maximum Offering of Units is as follows:
As of Minimum OfferingMaximum Offering
the date per Partnership per Partnership
hereof (1)(12,000 Units)(750,000 Units)
General Partner's
Capital Contribution (1) $ 1,000 $ 1,000 $
1,000
Limited Partner's
Capital Contribution (2) 1,000(1) 1,200,000
75,000,000
Total Capitalization $ 2,000 $ 1,201,000 $
75,001,000
Less Estimated
Organizational and
Offering Expenses (3) - (162,000)
(9,375,000)
Net Capitalization $ 2,000
$ 1,039,000(2) $ 55,626,000 (2)
(1) Each Partnership was originally capitalized by the
contribution of $1,000 by the General Partner and $1,000 by
the Original Limited Partner.
(2) The Original Limited Partner will withdraw from a Partnership
and receive a return of his original Capital Contribution on
the Initial Closing Date upon the admission of the Initial
Limited Partners to such Partnership.
(3) The amounts shown reflect the Gross Offering Proceeds from
sale of Units at $100.00 per Unit before deduction of (a)
Sales Commissions in amount equal to 8.0% of Gross Offering
Proceeds (or $8 per Unit sold, which will be paid except in
the case of Units sold to Affiliated Limited Partners), (b)
Underwriting Fees equal in amount to 2.0% of Gross Offering
Proceeds (or $2.00 per Unit sold) and (c) the O & O Expense
Allowance (without regard to such actual expenses) of 3.5%
($3.50 per Unit) of the first $25,000,000 of each Unit sold
for Gross Offering Proceeds; 2.5% ($2.50 per Unit) of each
Unit sold for Gross Offering Proceeds in excess of $25,000,000
but less than $50,000,000; and 1.5% ($1.50 per Unit) for Gross
Offering Proceeds exceeding $50,000,000. The General Partner
has agreed in the Partnership Agreement to pay actual
Organizational and Offering Expenses for this Offering to the
extent such expenses exceed the O & O Expense Allowance.
(No fees or compensation were payable with regard to either
the General Partner's or Original Limited Partner's original
subscription payment).
The maximum dollar amount of such items of compensation
payable to the General Partner, its Affiliates and
non-affiliated Selling Dealers will equal $162,000 for the
Minimum Offering of 12,000 Units per Partnership and
$9,375,000 for the Maximum Offering of 750,000 Units per
Partnership, in each case computed as if all Units are sold to
the general public without purchases by Affiliated Limited
Partners. Affiliated Limited Partners may acquire Units (for
investment purposes only) on a net of Sales Commissions basis
for a price of $92.00 per Unit (and a proportionate Net Unit
Price for each fractional Unit purchased). To the extent that
Units are purchased by such Affiliated Limited Partners, both
the total Capital Contributions of the Limited Partners and
each Partnership's obligation to pay Sales Commissions will be
reduced accordingly. See SOURCES AND USES OF OFFERING
PROCEEDS AND RELATED INDEBTEDNESS.
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
Liquidity and Capital Resources
Each Partnership will have limited funds at its formation
because the capital anticipated to be raised by each Partnership
through its Offering of Units will not be available on the date
of formation.
Each Partnership's capital resources are expected to undergo
major changes during its initial year of operations as a result
of completion of its Offering and acquisition of its Equipment.
Thereafter, each Partnership's capital needs and resources are
expected to be relatively stable over the holding periods of the
Equipment. Each Partnership intends to acquire its Equipment as
required to commit all Net Proceeds available for Investment in
Equipment. As of the date of this Prospectus, no material
commitments with respect to capital expenditures of any
Partnership have been made. The General Partner anticipates that
reserves sufficient to pay each Partnership's operating expenses
and to make Distributions to the Limited Partners will initially
be derived from rental payments from the Leases. To date, no
Partnership has had any operations. During the period of
ownership of the Equipment, each Partnership's operations will
consist principally of the ownership and leasing of Equipment.
Each Partnership intends to establish initially working capital
reserves of approximately 1% of Gross Proceeds per Unit, an
amount which is anticipated to be sufficient to satisfy general
liquidity requirements. Liquidity would, however, be adversely
affected by unanticipated or greater than anticipated operating
costs or losses (including Lessees' inability to make timely
Lease payments). To the extent that working capital reserves are
or may be insufficient to satisfy the cash requirements of a
Partnership, it is anticipated that additional funds would be
obtained through revenues from Partnership operations, the
proceeds from the sale of Equipment, bank loans, short-term loans
from the General Partner or its Affiliates or the sale of
Equipment. The General Partner may use a portion of Cash From
Operations and Cash From Sales or Refinancings to re-establish
working capital reserves. In no event will a Partnership's
reserves be reduced for the purpose of making Distributions to
the Partners below a level which the General Partner deems
necessary for Partnership operations. There can be no assurance,
however, that the amounts in the working capital reserve will be
adequate to meet a Partnership's Obligations.
Operations
Each Partnership is newly formed and has had no operations to
date. Until receipt and acceptance of subscriptions for 12,000
Units and the admission of the subscribers therefor as Limited
Partners on the Initial Closing Date, a Partnership will not
commence active operations. During the period commencing with
the Initial Closing Date and continuing throughout the
Reinvestment Period, each Partnership will be in active operation.
Each Partnership will acquire Equipment with Net Offering
Proceeds and indebtedness, (which is expected to average at least
50% of a Partnership's aggregate Purchase Price for all of its
Equipment, determined when the Net Offering Proceeds of this
Offering are fully invested). However, in the event a
Partnership requires additional cash or the General Partner
determines that it is in the best interests of a Partnership to
obtain additional funds to increase cash available for Investment
in Equipment and Financing Transactions or for any other proper
business need of a Partnership, a Partnership may borrow, on a
secured or unsecured basis, amounts up to 67% of the aggregate
Purchase Price of all Investments acquired by such Partnership
at any given time following full investment of the Net Offering
Proceeds. The Partnerships currently have no arrangements with,
or commitments from, any Lender with respect to any such
borrowings. The General Partner anticipates that any acquisition
financing or other borrowings (including Commission Loans) will
be obtained from institutional lenders. See INVESTMENT
OBJECTIVES AND POLICIES--Acquisition Policies and Procedures.
SUMMARY OF THE PARTNERSHIP AGREEMENT
The following is a brief summary of the material provisions of
the Agreement of Limited Partnership (the Partnership
Agreement) which will be executed by the General Partner, which
sets forth the terms and conditions upon which each Partnership
will conduct its business and affairs and certain of the rights
and obligations of the Limited Partners of such Partnership.
Such summary does not purport to be complete and is subject to
the detailed provisions of, and qualified in its entirety by
express reference to, the Partnership Agreement, a copy of which
is included as Exhibit A to the Registration Statement of which
this Prospectus forms a part. Prospective investors in the
Partnership should study the Partnership Agreement carefully
before making any investment. References below to Partnership
and the Partnership Agreement refer to each Partnership and its
Partnership Agreement.
Establishment and Nature of the Partnerships
ICON Income Fund Eight A L.P. was organized under the Delaware
Revised Uniform Limited Partnership Act (the Delaware Act) with
ICON Capital Corp., a Connecticut corporation, as its General
Partner. A limited partnership is a partnership having one or
more general partners and one or more limited partners. A
limited partner ordinarily does not play a role in the management
or control of a partnership's affairs and his liability for
partnership obligations is generally limited to his investment,
while a general partner is, in general, personally liable for all
partnership obligations.
Name and Address
The Partnerships will be conducted under the name ICON Income
Fund Eight which has its principal office and place of business
at 600 Mamaroneck Avenue, Harrison, New York 10528 (unless such
offices are changed by the General Partner with written notice to
the Limited Partners).
Purposes and Powers
Each Partnership has been organized, without limitation, for
the purposes of (a) acquiring, investing in, owning, leasing,
re-leasing, financing, refinancing, transferring or otherwise
disposing of, and in all respects otherwise dealing in or with,
Equipment of all kinds, residual interests therein, and options
to purchase Equipment and residual interests therein, (b) lending
and providing financing to other Persons for their acquisition of
items of equipment and other tangible and intangible personal
property of all kinds, pursuant to financing arrangements or
transactions secured by various items of equipment (or interests
therein and leases thereof) and other such personal property, and
(c) establishing, acquiring, conducting and carrying on any
business suitable, necessary, useful or convenient in connection
therewith, in order to generate monthly cash distributions to the
Limited Partners during the term of each Partnership. In
conducting such business, the Partnerships are not limited to any
part of the world (including, without limitation, all land,
waters and space under, on or above such part of the world).
Duration of Partnership
The term of ICON Income Fund Eight A L.P. commenced upon the
filing of the Certificate of Limited Partnership with the
Secretary of State of the State of Delaware on July 9, 1997 and
will terminate at midnight on December 31, 2017, subject,
however, to earlier termination upon the occurrence of any
Dissolution Event, including, without limitation, (i) the
withdrawal, removal or dissolution of, or the occurrence of
certain bankruptcy events with respect to, the General Partner
(unless a Substitute General Partner will be timely admitted to
such Partnership), (ii) the Sale of all or substantially all of
such Partnership's assets and (iii) the voluntary dissolution of
such Partnership.
Capital Contributions
General Partner. The General Partner has contributed $1,000,
in cash, as its Capital Contribution to ICON Income Fund Eight A
L.P. in exchange for a one percent (1%) Partnership Interest.
Original Limited Partner. The Original Limited Partner has
made a capital contribution of $1,000 to ICON Income Fund Eight A
L.P. in exchange for ten (10) Units then representing a 99%
Partnership Interest. On the Initial Closing Date, the Original
Limited Partner will withdraw from such Partnership, his capital
contribution of $1,000 will be returned to him in full and his
original Partnership Interest of ten (10) Units will be retired
upon the admission of additional Limited Partners.
Limited Partners. Each Limited Partner (other than the
Original Limited Partner and Affiliated Limited Partners) will
make a Capital Contribution, in cash, in an amount equal to the
Gross Unit Price to the capital of each Partnership for each Unit
or fraction thereof purchased in exchange for such Unit. Each
Affiliated Limited Partner will make a Capital Contribution, in
cash, in an amount equal to the Net Unit Price for each Unit or
fraction thereof purchased in exchange for such Unit.
Powers of the Partners
General Partner. Except as otherwise specifically provided in
the Partnership Agreement, the General Partner will have complete
and exclusive discretion in the management and control of the
affairs and business of the Partnerships and will be authorized
to employ all powers necessary or advisable to carry out the
purposes and investment policies, conduct the business and
affairs and exercise the powers of the Partnerships. Without
limiting the generality of the foregoing, the General Partner
will have the right to make Investments for and on behalf of the
Partnerships and to manage such Investments and all other assets
of the Partnerships. The Limited Partners will not be permitted
to participate in the management of the Partnerships. Except to
the extent limited by the Delaware Act or the Partnership
Agreement, the General Partner may delegate all or any of its
duties under the Partnership Agreement to any Person (including,
without limitation, any Affiliate of the General Partner).
The General Partner will have the sole and absolute discretion
to accept or refuse to accept the admission of any subscriber as
a Limited Partner to a Partnership; provided that no such
admission will be accepted unless (i) the Minimum Offering will
have been achieved, (ii) such admission will not have certain tax
consequences and (iii) the Person seeking such admission will
agree in writing to be bound by the provisions of the Partnership
Agreement, will make a written representation as to whether such
Person is or is not a United States Person and will satisfy all
applicable suitability requirements (see INVESTOR SUITABILITY
AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES).
The General Partner is designated as the Partnership's Tax
Matters Partner and is authorized and directed by the Partnership
Agreement to represent the Partnerships and their Limited
Partners in connection with all examinations of the Partnerships'
affairs by tax authorities and any resulting administrative or
judicial proceedings, and to expend the Partnerships' funds in
doing so.
Limited Partners. No Limited Partner shall participate in or
have any control over a Partnership's business or have any right
or authority to act for, or to bind or otherwise obligate, the
Partnerships (except one who is also the General Partner, and
then only in its capacity as the General Partner).
Limitations on Exercise of Powers by the General Partner
The General Partner will have no power to take any action
prohibited by the Partnership Agreement or the Delaware Act.
Furthermore, the General Partner is subject to certain provisions
in its administration of the business and affairs of the
Partnerships, as outlined below.
From and after the date when all Capital Contributions have
been invested or committed to investment in Investments and
Reserves, used to pay permitted Front-End Fees or returned to the
Limited Partners in accordance with the Partnership Agreement,
each Partnership will not incur or assume additional Indebtedness
in connection with the acquisition of any Investment to the
extent that the sum of the principal amount of such additional
Indebtedness plus the aggregate principal amount of Indebtedness
of such Partnership then outstanding would exceed 67% of the
aggregate Purchase Price paid by such Partnership for Investments
then held by that Partnership (inclusive of the Purchase Price of
any Investment then being acquired).
Each Partnership will neither purchase ,or lease Investments
from, nor sell or lease Investments to, the General Partner or
any Affiliate of the General Partner (including, without
limitation, any Program in which the General Partner or any such
Affiliate has an interest) except only upon the satisfaction of
certain conditions, including, but not limited to, the following:
(i) the General Partner has determined that such Affiliated
Investment is in the best interests of a Partnership;
(ii) such Affiliated Investment is made by a Partnership upon
terms (including price) no less favorable to such Partnership
than the terms upon which the General Partner or such
Affiliate entered into such Affiliated Investment;
(iii) neither the General Partner nor any such Affiliate will
realize any gain or other benefit, other than permitted
reasonable compensation, as a result of such Affiliated
Investment; and
(iv) such Affiliated Investment was held only on an interim
basis (generally not longer than six months) by the General
Partner or any Affiliate of the General Partner for purposes
of facilitating the acquisition of such Investment by a
Partnership, borrowing money or obtaining financing for a
Partnership or for other purposes related to the business of a
Partnership.
No loans may be made by the Partnerships to the General
Partner or any Affiliate of the General Partner. The General
Partner or any such Affiliate, however, may make Partnership
Loans to the Partnerships, provided the terms of such Partnership
Loan will include, without limitation, the following:
(i) interest will be payable with respect to such Partnership
Loan at a rate not in excess of the lesser of (A) the rate at
which the General Partner or such Affiliate itself borrowed
funds for the purpose of making such Partnership Loan, (B) if
no such borrowing was incurred, the rate obtainable by a
Partnership in an arms-length borrowing with similar terms
(without reference to the General Partner's or such
Affiliate's financial abilities or guarantees) or (C) the rate
from time to time announced by The Chase Manhattan Bank
(National Association) at its principal lending offices in New
York, New York as its prime lending rate plus 3% per annum;
(ii) such Partnership Loan will be fully repaid within twelve
months after the date on which it was made; and
(iii) neither the General Partner nor any such Affiliate may
receive financial charges or fees in connection with such
Partnership Loan (except that the General Partner or such
Affiliate may be reimbursed, dollar for dollar, for actual
reasonable out-of-pocket expenses).
The Partnerships will not acquire any Investments in exchange for
Interests in the Partnerships.
The Partnerships may make Investments in Joint Ventures provided
that:
(i) the General Partner has determined that such Investment is
in the best interests of a Partnership and will not result in
duplicate fees to the General Partner or any Affiliate of the
General Partner;
(ii) such Investment will (if made with participants
affiliated with the Sponsor) be made by a Partnership upon
terms that are substantially identical to the terms upon which
such participants have invested in such Joint Venture; and
(iii) such Investment will (if made with non-affiliated
Persons) give veto power on disposition decisions only in such
Joint Venture to a Partnership and such Joint Venture will own
and lease specific Equipment and/or invest in one or more
specific Financing Transactions.
During the Reinvestment Period, the General Partner may not
dissolve a Partnership or sell or otherwise dispose of all or
substantially all of the assets of a Partnership without the
Consent of the Majority Interest.
Indemnification of the General Partner
Pursuant to the Partnership Agreement, except to the limited
extent provided therein, the General Partner and any Affiliate of
the General Partner and individual officers engaged in the
performance of services for the Partnerships will be indemnified
by the Partnerships from assets of the Partnerships (and not by
the Limited Partners) for any liability, loss, cost and expense
of litigation suffered by such party, which arises out of certain
actions (for example, legal costs associated with enforcing the
Partnerships' rights against Lessees, Users and others) or
omissions to act (for example, the cost of a tax bond while
contesting the magnitude of, or liability for, state or local
taxes) by the General Partner or such Affiliate. See FIDUCIARY
RESPONSIBILITY -- Indemnification of the General Partner,
Dealer-Manager and Selling Dealers.
Liability of Partners
Liability of the General Partner. The General Partner will be
liable for all general obligations of the Partnership to the
extent not paid by the Partnerships; provided that neither the
General Partner nor any Affiliate of the General Partner will
have any personal liability for obligations of the Partnerships
that are specifically non-recourse to the General Partner or for
the repayment of the Capital Contribution of any Limited
Partner. All decisions made for or on behalf of the Partnerships
by the General Partner will be binding upon the Partnerships.
See FIDUCIARY RESPONSIBILITY -- General.
Limited Liability of the Limited Partners. No Limited Partner
will have any personal liability on account of any obligations
and liabilities of, including any amounts payable by, a
Partnership and will only be liable, in its capacity as a Limited
Partner, to the extent of such Limited Partner's Capital
Contribution and pro rata share of any undistributed Profits and
other assets of such Partnership. Notwithstanding any of the
foregoing, any Limited Partner who participates in the management
or control of a Partnership's affairs may be deemed to be acting
as a General Partner and may lose any entitlement to limited
liability as against third parties who reasonably believe, in
connection with the transaction of business with a Partnership,
that such Limited Partner is a General Partner. See also RISK
FACTORS -- Partnership and Investment Risks -- Liability of
Limited Partners for Certain Distributions.
The Delaware Act provides that, for a period of three years
from the date on which any distribution is made to any Limited
Partner, such Limited Partner may be liable to a Partnership for
such distribution if (i) after giving effect to such
distribution, all liabilities of a Partnership (other than
liabilities to Partners on account of their Partnership Interests
and liabilities for which the recourse of creditors is limited to
specified property of a Partnership), exceed the fair value of
the assets of a Partnership (except that the fair value of any
property that is subject to such a limited recourse liability
will be included in the assets of a Partnership only to the
extent that the fair value of such property exceeds such
liability) and (ii) such Limited Partner knew at the time of such
distribution that such distribution was made in violation of the
Delaware Act.
Non-assessability of Units
The Units are nonassessable. Except as may otherwise be
required by law or by the Partnership Agreement, after the
payment of all Subscription Monies for the Units purchased by
such Limited Partner, no Limited Partner will have any further
obligations to a Partnership, be subject to any additional
assessment or be required to contribute any additional capital
to, or to loan any funds to, a Partnership, but may, under
certain circumstances, be required to return distributions made
to such Limited Partner in violation of the Delaware Act as
described in the immediately preceding paragraph.
Distribution of Distributable Cash From Operations and
Distributable Cash From Sales
Distributable Cash from Operations and Distributable Cash From
Sales (Available Cash from such sources) that is not reinvested
in Equipment and Financing Transactions will be distributed 99%
to the Limited Partners as a group and 1% to the General Partner
until Payout (which is defined as the time when the aggregate
amount of cash distributions (from whatever sources) to a Limited
Partner equals the amount of such Limited Partner's Capital
Contribution plus an amount equal to an eight (8%) percent annual
cumulative return on such Capital Contribution, from a date not
later than the last day of the calendar quarter in which such
Capital Contribution is made (determined by treating
distributions actually made to a Limited Partner as first being
applied to satisfy such 8% return on capital which has accrued
and has not been paid and applying any excess distributions as a
return of such Limited Partner's Capital Contribution.) Income
earned on escrowed funds and distributed to Limited Partners may
be used to satisfy such cumulative return requirement.
Thereafter, such distributions will be distributable 90% to the
Limited Partners as a group and 10% to the General Partner.
During the Reinvestment Period (the period of active
investment and reinvestment by a Partnership which ends five (5)
years after a Partnership's Final Closing Date, the General
Partner will have the sole discretion to determine the amount of
Distributable Cash From Operations and Distributable Cash From
Sales that are to be reinvested in new Investments and the
amounts that are to be distributed; provided, however, each
Limited Partner is entitled to receive, and shall receive, to the
extent available, monthly cash distributions computed as provided
in this paragraph. Such distributions will be made to the extent
that Distributable Cash From Operations and Distributable Cash
From Sales are sufficient for such purpose. The annual amount of
such distributions will be computed by multiplying 10.75% by such
Limited Partner's original Capital Contribution reduced by any
portion thereof which has been (A) returned to such Limited
Partner pursuant to Section 8.6, or (B) redeemed by a Partnership
pursuant to Section 10.5, of this Agreement. A ratable portion
(i.e., one-twelfth) of such annual distribution amount shall be
payable monthly. Such distributions, if made, will reduce the
amount of money that may be reinvested by a Partnership. As
discussed in INVESTMENT OBJECTIVES AND POLICIES--Cash
Distributions to Partners, decisions by the General Partner as
to the amounts of Reserves which a Partnership establishes and
the amounts of that Partnership's funds which will be reinvested
may effect the ability of such Partnership to make such cash
distributions.
Such cash distributions will be noncumulative; meaning that,
if Distributable Cash From Operations and Distributable Cash From
Sales are insufficient in any calendar month to pay the full
amount of such distributions, only the actual amount thereof is
required to be distributed. Such cash distributions will also
computed on a non-compounded basis; meaning that the principal
amount upon which such cash distributions is computed will not be
increased as the result of the inability of a Partnership to
distribute any monthly portion of such annual amounts, or reduced
by any of such distributions actually made, in any prior period.
It is expected that a substantial portion of all of such cash
distributions (e.g. the portion thereof which exceeds taxable
income for GAAP purposes) will be treated as a return of Limited
Partners' originally invested capital) and that the balance of
such distributions will be treated as a return thereon (e.g. the
portion thereof which equals taxable income for GAAP purposes).
Section 8.1(a) of the Partnership Agreement also provides that
each Limited Partner is entitled to receive monthly cash
distributions (if the distributions described above are not
adequate) in amounts which would permit the Limited Partners to
pay federal, state and local income taxes resulting from
Partnership Operations (assuming that all Limited Partners are
subject to income taxation at a 31% cumulative tax rate on
taxable distributions for GAAP purposes). Such distributions
will be made to the extent that Distributable Cash From
Operations and Distributable Cash From Sales are sufficient for
such purpose.
During the Disposition Period, each Partnership intends to
promptly distribute substantially all Distributable Cash From
Operations and Distributable Cash From Sales.
Section 6.4(g) of the Partnership Agreement provides that the
General Partner will be paid its monthly Management Fee for any
month during the Reinvestment Period only after payment in full
of any accrued and unpaid First Cash Distributions for such month
and any previous month. To the extent such Management Fee is not
paid currently, it will be paid without interest out of the first
funds available therefore. (See the SUMMARY OF COMPENSATION.)
Allocation of Profits and Losses
As a general rule, during the Reinvestment Period, a
Partnership's Profits (including, inter alia, taxable income and
gains and items thereof, and items of revenue exempt from tax)
will be allocated, first, 99% to the Limited Partners in
proportion to their respective numbers of Units and 1% to the
General Partner, until each Limited Partner has been allocated
Profits equal to the excess, if any, of (1) such Limited
Partner's Unpaid Target Distribution (i.e. the sum of such
Limited Partner's (a) Adjusted Capital Contribution plus (b)
Unpaid Cumulative Return thereon) over (2) such Limited Partner's
Capital Account balance; next, in a manner which in a manner that
will cause (a) the excess of the Limited Partners' aggregate
Capital Account balances over the amount of their aggregate
Unpaid Target Distributions and (b) the General Partner's Capital
Account balance, to be in the ratio of 90% to 10%; and
thereafter, 90% to the Limited Partners in proportion to their
respective numbers of Units and 10% to the General Partner.
During the Disposition Period, a Partnership's Profits first will
be allocated to all Partners in the amount necessary to eliminate
any deficits in their capital accounts, and, thereafter, will be
allocated as described above.
As a general rule, 99% of a Partnership's Losses (including,
inter alia, tax losses and deductions and items thereof, and
items of expense that are not deductible for federal income tax
purposes) will be allocated among the Limited Partners in
proportion to their respective numbers of Units and 1% will be
allocated to the General Partner throughout the term of such
Partnership.
In addition to the general provisions regarding allocations of
Profits and Losses, the Partnership Agreement contains a number
of special allocations that are intended to meet certain safe
harbor provisions contained in the Treasury Regulations relating
to partnership allocations (for example, a qualified income
offset provision requires that Profits be allocated to any
Limited Partners developing deficits in their Capital Account in
an amount necessary to eliminate such deficits; and minimum gain
chargeback provisions require that depreciation recapture and
other similar items of income be allocated back to the Partners
who were initially allocated the depreciation deductions or other
related items of deduction); and certain other special
allocations that are designed to reflect the business deal among
the Partners (for example, the Sales Commissions with respect to
any Unit are allocated to the owner of that Unit) or to protect
the Limited Partners in the event a Partnership is subjected to
an unexpected tax liability because of a particular Partner (for
example, local taxes that are imposed on the Partnership because
of a Partner's residence in that locality will be charged to that
Partner).
The Partnership Agreement provides that Limited Partners who
own Units for less than an entire fiscal year will be allocated
Profits or Losses (which will be treated as if they occurred
ratably over the fiscal year) based on the proportionate part of
the fiscal year that they owned their Units.
Withdrawal of the General Partner
Voluntary Withdrawal The General Partner may not voluntarily
withdraw as a General Partner from a Partnership without (i) 60
days' advance written notice to the Limited Partners, (b) an
opinion of Tax Counsel that such withdrawal will not cause the
termination of such Partnership or materially adversely affect
the federal tax status of that the Partnership and (c) a
selection of, and acceptance of its appointment as such by, a
Substitute General Partner (i) acceptable to a Majority Interest
of the Limited Partners with an adequate net worth in the opinion
of Tax Counsel.
Involuntary Withdrawal The General Partner may be removed by
Consent of the Majority Interest or upon the occurrence of any
other event that constitutes an event of withdrawal under the
Delaware Act as then in effect.
Neither the General Partner nor any of its Affiliates may
participate in any vote by the Limited Partners to (i)
involuntarily remove the General Partner or (ii) cancel any
management or service contract with the General Partner or any
such Affiliate.
Management Fees payable with respect to Investments acquired by
the Partnership prior to the effective date of the withdrawal of
the General Partner shall remain payable to the General Partner
notwithstanding any such withdrawal as and when the Partnership
receives the gross rental from such Investments creating the
obligation to pay such Management Fees. In the event that the
General Partner pledges the Management Fees receivable to a
Lender, the assignment to the Lender shall be binding in the
event of the voluntary or involuntary withdrawal of the General
Partner.
Liability of Withdrawn General Partner Generally speaking,
the General Partner shall remain liable for all obligations and
liabilities incurred by it or by a Partnership while it was
acting in the capacity of General Partner and for which it was
liable as General Partner, but shall be free of any obligation or
liability incurred on account of or arising from the activities
of a Partnership from and after the time such withdrawal shall
have become effective.
Transfer of Units
Withdrawal of a Limited Partner A Limited Partner may
withdraw from a Partnership only by Assigning or having all Units
owned by such Limited Partner redeemed in accordance with the
Partnership Agreement. A Limited Partner may generally assign
all of his Units and may assign a portion of his or her Units
except certain impermissible types of assignees or assignments
which would adversely effect a Partnership (See Exhibit
A--Section 10.2).
Limited Right of Presentment for Redemption of Units
Described herein are the provisions by which the General Partner
is enabled to effect the redemption of Units as set forth in
Section 10.5 of the Partnership Agreement. Commencing with the
second full calendar quarter following the Final Closing Date and
at any time and from time to time thereafter until termination of
the Partnership, any Limited Partner (other than an Affiliated
Limited Partner) may request that the Partnership redeem all or
any portion of his or her Units. Subject to the availability of
funds and the other provisions of Section 10 of the Partnership
Agreement (see TRANSFER OF UNITS Section Limited Right of
Presentment for Redemption of Units, below).
Dissolution and Winding-up
Events Causing Dissolution A Partnership shall be dissolved
upon the happening of any of the following events (each a
Dissolution Event) (i) the withdrawal of the General Partner
(unless a Substitute General Partner has been duly admitted to a
Partnership); (ii) the voluntary dissolution of a Partnership (A)
by the General Partner with the Consent of the Majority Interest
or (B) subject to Section 13 of the Partnership Agreement, by the
Consent of the Majority Interest without action by the General
Partner; (iii) the sale of all or substantially all of the assets
of a Partnership; (iv) expiration of a Partnership term specified
in the Partnership Agreement; (v) the Operations of a Partnership
shall cease to constitute legal activities under the Delaware Act
or any other applicable law; or (vi) any other event which causes
the dissolution or winding-up of a Partnership under the Delaware
Act.
Liquidation of a Partnership Upon the occurrence of a
Dissolution Event, the Investments and other assets of a
Partnership will be liquidated and the proceeds thereof will be
distributed to the Partners after payment of liquidation expenses
and the debts of a Partnership and otherwise in the order of
priority set forth in the Partnership Agreement and the existence
of a Partnership will be terminated. No Limited Partner is
guaranteed the return of, or a return on, such Limited Partner's
Capital Contribution.
Access to Books and Records
The General Partner will maintain the books and records of each
Partnership at the Partnerships' principal office. Each Limited
Partner will have the right to have a copy of the Participant
List (including, among other things, the names and addresses of,
and number of Units held by, each Limited Partner) mailed to it
for a nominal fee; provided such Limited Partner will certify
that such Participant List will not be sold or otherwise provided
to another party or used for commercial purpose other than in the
interest of the requesting party relative to his or its interest
in such Partnership matters. as to the non-commercial In
addition, each Limited Partner or his representative will have
the right, upon written request, subject to reasonable Notice and
at such Limited Partner's expense, to inspect and copy such other
books and records of a Partnership as will be maintained by the
General Partner.
Meetings and Voting Rights of Limited Partners
Meetings A meeting of the Limited Partners to act upon any
matter on which the Limited Partners may vote may be called by
the General Partner at any time on its own initiative and will be
called by the General Partner following its receipt of written
request(s) for a meeting from Limited Partners holding 10% or
more of the then outstanding Units. In addition, in lieu of a
meeting, any such matter may be submitted for action by Consent
of the Limited Partners.
Voting Rights of Limited Partners The Limited Partners,
acting by the Consent of the Majority Interest constituting a
numerical majority (i.e., more than 50%) of Units, may take
action on the following matters without the concurrence of the
General Partner:
(i) amendment of the Agreement; provided that such amendment
(A) may not in any manner allow the Limited Partners to take
part in the control or management of a Partnership's business,
and (B) may not, without the specific Consent of the General
Partner, alter the rights, powers and duties of the General
Partner as set forth in the Partnership Agreement;
(ii) dissolution of a Partnership;
(iii) Sale or series of Sales of all or substantially all of
the assets of a Partnership (except any such Sale or series of
Sales in the ordinary course of liquidating a Partnership's
Investments during the Disposition Period (see Dissolution
and Winding-up--Liquidation of a Partnership, in this
Section); and
(iv) removal of the General Partner and election of one or
more Substitute General Partners.
Limited Partners who dissent from any vote approved by the
Majority Interest are bound by such vote and do not have a right
to appraisal of, or automatic repurchase of, their Units as a
result thereof.
Amendments
Amendment by Limited Partners without Concurrence of the
General Partner. The Limited Partners, acting by the Consent of
the Majority Interest without the concurrence of the General
Partner, may amend the Partnership Agreement to effect any change
therein, except (i) in any manner to allow the Limited Partners
to take part in the control or management of a Partnership's
business, and (ii) without the specific Consent of the General
Partner, to alter the rights, powers and duties of the General
Partner as set forth in the Partnership Agreement.
Notwithstanding the foregoing, (x) any amendment of the
provisions of the Partnership Agreement relating to amendments of
the Partnership Agreement will require the Consent of each
Limited Partner and (y) any amendment that will increase the
liability of any Partner or adversely affect any Partner's share
of distributions of cash or allocations of Profits or Losses for
Tax Purposes or of any investment tax credit amounts of a
Partnership will require the Consent of each Partner affected
thereby.
Amendment by General Partner without the Consent of the
Limited Partners. The General Partner may, without the Consent
of the Majority Interest, amend the Partnership Agreement to
effect any change therein for the benefit or protection of the
Limited Partners, including, without limitation:
(i) to add to the representations, duties or obligations of
the General Partner or to surrender any right or power granted
to the General Partner;
(ii) to cure any ambiguity in, or to correct or supplement,
any provision thereof;
(iii) to preserve the status of a Partnership as a limited
partnership for federal income tax purposes (or under the
Delaware Act or any other applicable law);
(iv) to delete or add any provision thereof or thereto
required to be so deleted or added by the Commission, by any
other federal or state regulatory body or other agency
(including, without limitation, any blue sky commission) or
by any Administrator or similar official;
(v) to permit the Units to fall within any exemption from the
definition of plan assets contained in Section 2510.3-101 of
Title 29 of the Code of Federal Regulations;
(vi) under certain circumstances, to amend the allocation
provisions thereof, in accordance with the advice of Tax
Counsel, the Accountants or the IRS, to the minimum extent
necessary; and
(vii) to change the name of a Partnership or the location of
its principal office.
TRANSFER OF UNITS
Withdrawal
A Limited Partner may withdraw from a Partnership only by
Assigning or having redeemed all Units owned by such Limited
Partner in accordance with the terms of the Partnership Agreement.
Restrictions on the Transfer of Units
There is no public or secondary market for the Units and none
is expected to develop. Moreover, a Limited Partner may Assign
Units owned by such Limited Partner to an Assignee only upon the
satisfaction of certain conditions and subject to certain
restrictions. Finally, an Assignee of any Partnership Interest
will become a Substitute Limited Partner only if the General
Partner has reasonably determined that all conditions to an
Assignment have been satisfied and that no adverse effect to a
Partnership does or may result from the admission of such
Substitute Limited Partner to a Partnership and such Assignee
will have executed a transfer agreement and such other forms,
including executing a power of attorney to the effect set forth
in the Partnership Agreement, as the General Partner reasonably
may require. Consequently, holders of Units may not be able to
liquidate their investments in the event of emergencies or for
any other reasons or to obtain financing from lenders who will
readily accept Units as collateral.
A Limited Partner may Assign Units held by it to any Person
(an Assignee) only upon the satisfaction of certain conditions,
including, but not limited to the following:
(i) such Limited Partner and such Assignee will each execute a
written Assignment instrument, in form and substance
satisfactory to the General Partner, which will, among other
things, state the intention of such Limited Partner that such
Assignee will become a Substitute Limited Partner, evidence
the acceptance by the Assignee of all of the terms and
provisions of the Partnership Agreement and include a
representation by both such Limited Partner and such Assignee
that such Assignment was made in accordance with all
applicable laws and regulations (including, without
limitation, such minimum investment and investor suitability
requirements as may then be applicable under state securities
laws); and
(ii) such Assignee will pay to a Partnership a fee not
exceeding $150.00 to the Partnership for costs and expenses
reasonably incurred in connection with such Assignment.
Furthermore, unless the General Partner will specifically
Consent, no Units may be Assigned:
(i) to a minor or incompetent (unless a guardian, custodian or
conservator has been appointed to handle the affairs of such
Person);
(ii) to any Person if, in the Opinion of Tax Counsel, such
Assignment would result in the termination of a Partnership's
taxable year or its status as a partnership for federal income
tax purposes, provided that a Partnership may permit such
Assignment to become effective if and when, in the opinion of
Tax Counsel, such Assignment would no longer result in the
termination of a Partnership's taxable year or its status as a
partnership for federal income tax purposes;
(iii) to any Person if such Assignment would affect a
Partnership's existence or qualification as a limited
partnership under the Delaware Act or the applicable laws of
any other jurisdiction in which a Partnership is then
conducting business;
(iv) to any Person not permitted to be an Assignee under
applicable law, including, without limitation, applicable
federal and state securities laws;
(v) if such Assignment would result in the transfer of a
Partnership Interest representing less than twenty-five (25)
Units, or ten (10) Units in the case of an IRA or Qualified
Plan (unless such Assignment is of the entire Partnership
Interest owned by such Limited Partner);
(vi) if such Assignment would result in the retention by such
Limited Partner of a portion of its Partnership Interest
representing less than the greater of (A) twenty-five (25)
Units, or ten (10) Units in the case of an IRA or Qualified
Plan, and (B) the minimum number of Units required to be
purchased under minimum investment standards applicable to an
initial purchase of Units by such Limited Partner;
(vii) if, in the reasonable belief of the General Partner,
such Assignment might violate applicable law;
(viii) if the effect of such Assignment would be to cause the
equity participation in a Partnership by benefit plan
investors (both within the meaning of DOL Reg.
2510.3-101(f)) to equal or exceed 25%; or
(ix) if such Assignment would cause an impermissible
percentage of Units to be owned by non-United States Citizens.
Any attempt to make any Assignment of Units in violation of the
provisions of the Partnership Agreement or applicable law will be
null and void ab initio and will not bind the Partnership.
The Partnership Agreement provides further that so long as
there are adverse federal income tax consequences from being
treated as a publicly traded partnership for federal income tax
purposes, the General Partner will not permit any interest in a
Unit to be Assigned on a Secondary Market and, if the General
Partner determines in its sole discretion, that a proposed
assignment was effected on a Secondary Market, a Partnership and
the General Partner have the right to refuse to recognize any
such proposed Assignment and to take any action deemed necessary
or appropriate in the General Partner's reasonable discretion so
that such proposed Assignment is not in fact recognized.
Any Assignment which results in a failure to meet the safe
harbor provisions of Treasury Regulations 1.7704-1, or any
substitute safe-harbor provisions subsequently established by
Treasury Regulations or published notices, will be treated as
causing the Units to be publicly traded. Pursuant to the
Partnership Agreement, the Limited Partners will agree to provide
all information respecting Assignments, which the General Partner
deems necessary in order to determine whether a proposed transfer
occurred on a Secondary Market.
Assignments of Units will be recognized by a Partnership as of
the first day of the Segment following the date upon which all
conditions to such Assignment will have been satisfied.
Limited Right of Presentment for Redemption of Units
A Partnership will at no time be under any obligation to
redeem Units of a Limited Partner and will do so only in the sole
and absolute discretion of the General Partner. Commencing with
the second full calendar quarter following the Final Closing Date
and at any time and from time to time thereafter until
termination of a Partnership, any Limited Partner may request
that a Partnership redeem, and, subject to the availability of
funds and provided that a Partnership will not in any calendar
year redeem Partnership Interests that, in the aggregate, exceed
2% of the total Partnership Interests outstanding as of the last
day of such calendar year, with the prior Consent of the General
Partner, a Partnership will redeem, for cash, up to 100% of the
Partnership Interest of such Limited Partner, at the Applicable
Redemption Price. The Applicable Redemption Price, with respect
to any Unit, will be an amount (determined as of the date of
redemption of such Unit), as follows:
(a) during the second year of the Reinvestment Period, each
Limited Partner shall receive equal to 90% of the original
Capital Contribution of such Limited Partner Unit;
(b) during the third year, each limited partner shall
receive equal to 92% of the original Capital Contribution of
such Limited Partner;
(c) during the fourth year, each limited partner shall
receive equal to 94% of the original Capital Contribution of
such Limited Partner;
(d) during the fifth year, each limited partner shall
receive equal to 96% of the original Capital Contribution of
such Limited Partner;
(e) during the first year of the Liquidation Period, each
limited partner shall receive equal to 98% of the original
Capital Contribution of such Limited Partner;
(f) during the second year of the Liquidation Period, each
limited partner shall receive equal to 100% of the original
Capital Contribution of such Limited Partner;
less the sum of (i) 100% of previous distributions to such
Limited Partner of uninvested Capital Contributions, (ii) 100%
of previous distributions of Distributable Cash, (iii) 100% of
any previous allocations to such Limited Partner of investment
tax credit amounts and (iv) the aggregate amount, not
exceeding $150.00, of expenses reasonably incurred by a
Partnership in connection with the redemption such Unit.
provided, however, that in no event will the applicable
redemption price computed under clauses (a) through (f) exceed
an amount equal to such Limited Partner's Capital Account
balance as of the end of the calendar quarter preceding such
redemption minus cash distributions which have been made or
are due to be made for the calendar quarter in which the
redemption occurs (for a redemption of all Units owned by such
Limited Partner or that portion of such amount which is
proportionate to the percentage of such Limited Partner's
Units which are redeemed in the case of partial redemptions).
There can be no assurance that the Applicable Redemption Price
will in any way reflect the fair market value of the Units at the
time of redemption.
The availability of funds for the redemption of any Unit will
be subject to the availability of sufficient Distributable Cash.
In this connection, it should be noted that the General Partner
intends to reinvest a substantial portion of a Partnership's Cash
From Operations and substantially all Cash From Sales during the
Reinvestment Period. Furthermore, Units may be redeemed only if
such redemption would not impair the capital or the Operations of
the Partnership and would not result in the termination under the
Code of a Partnership's taxable year or of its federal income tax
status as a partnership. Any amounts used to redeem Units will
reduce a Partnership's funds available to make Investments and
distributions to the remaining Partners. In the event that a
Partnership receives requests to redeem more Units than there are
funds sufficient to redeem, the General Partner will honor
redemption requests in the order in which duly executed and
supported redemption requests are received. The General Partner
will use its reasonable efforts to honor requests for redemptions
of Units with the same request date first as to Hardship
Redemptions, second so as to provide liquidity for IRAs or
Qualified Plans to meet required distributions and finally as to
all other redemption requests. A Limited Partner desiring to
have a portion or all or his Units redeemed will submit a written
request to the General Partner on a form approved by the General
Partner duly signed by all owners of such Units on the books of a
Partnership. Redemption requests hereunder will be deemed given
on the earlier of the date the same is (i) personally delivered
with receipt acknowledged, or (ii) mailed by certified mail,
return receipt requested, postage prepaid, at the General
Partners address set forth herein. Requests arising from death,
major medical expense and family emergency related to disability
or a material loss of family income, (collectively Hardship
Redemptions) will be treated as having been received at 12:01
A.M. EST and all other requests will be deemed received with the
start of the business day during which received. Within the
times specified above, the General Partner will accept or deny
each redemption request. The General Partner will, in its sole
discretion, decide whether a redemption is in the best interest
of a Partnership.
Certain Consequences of Transfer
Any Units tendered to, and accepted by, a Partnership for
redemption will be canceled when redeemed and, as of the date of
such redemption, will no longer represent a Partnership
Interest. In the event that any Limited Partner will Assign all
Units owned by such Limited Partner, or have all such Units
accepted for redemption by a Partnership, such Limited Partner
will thereupon cease to be a Limited Partner and will no longer
have any of the rights or privileges of a Limited Partner in a
Partnership. Whether or not any Assignee becomes a Substitute
Limited Partner, however, the Assignment by a Limited Partner of
such Limited Partner's entire Partnership Interest will not
release such Limited Partner from liability to a Partnership to
the extent of any portion of such Limited Partner's Capital
Contribution not yet paid and of any distributions (including any
return of or on such Limited Partner's Capital Contribution) made
to such Limited Partner in violation of the Delaware Act or other
applicable law.
A-116
The sale of Units by a Limited Partner may result in the
recapture of all of the depreciation deductions previously
allocated to such Limited Partner. See the FEDERAL INCOME TAX
CONSEQUENCES--Sale or Other Disposition of Partnership Interest.
Neither the General Partner nor any of its Affiliates (i.e.,
no Affiliate Limited Partner) may redeem their Partnership Units,
if any.
Gain or loss realized on the redemption of a Unit by a Limited
Partner who holds his Units as a capital asset and who has held
such Unit for more than one year, will be capital gain or loss,
as the case may be, except that any gain realized will be treated
as ordinary income to the extent attributable to the Limited
Partner's share of potential depreciation recapture on a
Partnership's Equipment, substantially appreciated inventory
items and unrealized receivables. See FEDERAL INCOME TAX
CONSEQUENCES--Treatment of Cash Distributions Upon Redemption.
REPORTS TO LIMITED PARTNERS
Annual Reports
By March 15 of each Fiscal Year, the General Partner will
deliver to each Limited Partner a statement of such Partner's
share of a Partnership's income, gains, losses, deductions, and
items thereof, and credits, if any, for the Fiscal Year most
recently completed to enable such Limited Partner to prepare his
federal income tax return.
Within 120 days after the end of a Partnership's fiscal year,
the General Partner will send to each Person who was a Limited
Partner at any time during such Fiscal Year an annual report
including, among other things:
(i) financial statements for a Partnership for such Fiscal
Year, including a balance sheet as of the end of such Fiscal
Year and related statements of operations, cash flows and
changes in Partners' equity, which will be prepared as
required by the Partnership Agreement and accompanied by an
auditor's report containing an opinion of the Accountants;
(ii) a breakdown (by source) of distributions made during such
Fiscal Year to the General Partner and the Limited Partners;
(iii) a status report with respect to each item of Equipment
and each Financing Transaction which individually represents
at least 10% of the aggregate Purchase Price of a
Partnership's Investments at the end of such Fiscal Year,
including (among other things) information relevant to the
condition and utilization of such Equipment or the collateral
securing such Financing Transaction;
(iv) a breakdown of the compensation paid to, and any amounts
reimbursed to, the Sponsor and a summary of the terms and
conditions of any contract with the Sponsor which was not
filed as an exhibit to the Registration Statement of which
this Prospectus forms a part any other Programs of the Sponsor
demonstrating the allocation thereof between a Partnership and
such other Programs;
(v) until all Capital Contributions have been invested or
committed to investment in Investments and Reserves, used to
pay permitted Front-End Fees or returned to the Limited
Partners in accordance with the Partnership Agreement, certain
information regarding Investments made by a Partnership during
such Fiscal Year.
Quarterly Reports
Within 60 days after the end of each of the first three Fiscal
Quarters in any Fiscal Year, the General Partner will send, to
each Person who was a Limited Partner at any time during such
Fiscal Quarter, an interim report for such Fiscal Quarter
including, among other things:
(i) unaudited financial statements for a Partnership at and
for such Fiscal Quarter, including a balance sheet and related
statements of operations, cash flows and changes in Partners'
equity;
(ii) a tabular summary of the compensation paid to, and any
amounts reimbursed to, the Sponsor, including (among other
things) a statement of the services performed or expenses
incurred in consideration therefor and a summary of the terms
and conditions of any contract with the Sponsor which was not
filed as an exhibit to the Registration Statement of which
this Prospectus forms a part; and
(iv) until all Capital Contributions have been invested or
committed to investment in Investments and Reserves, used to
pay permitted Front-End Fees or returned to the Limited
Partners in accordance with a Partnership Agreement, certain
information regarding Investments made by a Partnership during
such Fiscal Quarter.
PLAN OF DISTRIBUTION
Subject to the conditions set forth in this Prospectus and in
accordance with the terms and conditions of the Partnership
Agreement, pursuant to the Dealer-Manager Agreement between a
Partnership and the Dealer-Manager, a Partnership will offer
through the Dealer-Manager, on a best efforts basis, a Maximum
Offering of 750,000 Units per Partnership, all of which are
priced at $100 per Unit (except for certain Units which may be
purchased by Affiliated Limited Partners for the Net Unit Price
of $92.00 per Unit). The minimum subscription is 25 Units (10
Units for IRAs and Qualified Plans, including Keogh plans except
in certain states as set forth in the INVESTOR SUITABILITY AND
MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES
Section). See INVESTOR SUITABILITY STANDARDS--Minimum Unit
Purchase.
The Offering Period for ICON Eight B will begin following the
Closing of ICON Eight A. The Offering is expected to terminate
not later than September 30, 1999 for ICON Eight A and September
30, 2000 for ICON Eight B, provided that in no event will the
Offering Period for any Partnership continue for longer than
twenty four months. The General Partner has a reasonable period
of time (generally not in excess of 5 business days) to conclude
a Partnership's closing after the termination of such
Partnership's Offering. The sale of Units in 1999 in various
states may require extensions of the Offering permits by their
state securities commissions, which extensions may not be
granted. Each Offering Period may be terminated at the option of
the General Partner at any time during the Offering Period.
Only one Partnership will accept subscriptions at a time. An
individual subscription may not specify in which of the
Partnerships a subscriber wishes to invest. Subscription
payments not applied to the purchase of Units of a Partnership
will be retained in escrow, carried over and automatically deemed
a subscription for Units in the next Partnership in this
program. Accordingly, subscribers will generally not have the
right to withdraw or receive their funds from the Escrow Account
unless and until the Offering of ICON Eight B is terminated,
which may be as late forty eight (48) months after the effective
date of this Prospectus.
Units will be sold primarily through the Selling Dealers and
to a limited extent by the Dealer-Manager. Each Partnership will
pay to the Selling Dealer or the Dealer-Manager, as the case may
be, a Sales Commission equal to 8.0% of the Gross Offering
Proceeds from the sale of such Units (except for Units sold to
Affiliated Limited Partners, as to which no Sales Commission is
payable) from Gross Offering Proceeds of such sales.
Generally, Units are purchased by all subscribers at a price
of $100.00 per Units except for:
(a) officers, employees and securities representatives of the
General Partner, its Affiliates and Selling Dealers
(Affiliated Limited Partners) who may purchase Units for
investment purposes only for the Net Unit Price of $92.00 per
Unit. A Partnership will incur no obligation to pay any Sales
Commissions with respect to such purchases. The General
Partner's and its Affiliates' purchases of Units are limited
to a maximum of 10% of the total Units purchased.
The total marketing compensation to be paid to the
Dealer-Manager and all participating Selling Dealers in
connection with the Offering of Units in the Partnerships,
including Sales Commissions and Underwriting Fees, will not
exceed a maximum of 10.0% of the Gross Offering Proceeds (except
that the General Partner may pay bona fide due diligence fees and
expenses incurred by the Dealer-Manager and prospective Selling
Dealers from its O & O Expense Allowance up to the lesser of (i)
an additional 1/2 of 1% of such Gross Offering Proceeds or (ii)
the maximum amount allowable under the NASD Rules of Fair
Practice). Any payments made in connection with due diligence
activities will only be paid on a fully accountable basis and
only for bona fide due diligence activities. Amounts paid or
advanced for Sales Commissions and due diligence fees and
expenses will be made only for bona fide sales or due diligence
activities as evidenced by receipt of duly executed subscription
documents (in the case of sales) and an invoice and other
evidence satisfactory to the General Partner confirming the
nature and cost of due diligence activity performed (in the case
of due diligence activities). The sums which may be expended in
connection with due diligence activities are included in the O &
O Expense Allowance paid by each Partnership to the General
Partner. See SUMMARY OF COMPENSATION.
The Dealer-Manager Agreement and the Selling Dealer Agreements
contain provisions for the indemnification of the Dealer-Manager
and participating Selling Dealers by a Partnership with respect
to certain liabilities, including liabilities arising under the
Securities Act. The Dealer-Manager may be deemed to be an
underwriter for purposes of the Securities Act in connection
with this Offering.
Segregation of Subscription Payments
Commencing on the effective date of this Prospectus and until
subscriptions for 12,000 Units (or 37,500 Units per Partnership
in the case of residents of Pennsylvania) have been accepted by
the General Partner and such subscribers have been admitted as
Limited Partners on the Initial Closing Date (or a subsequent
Closing Date in the case of Pennsylvania residents), all funds
received by the Dealer-Manager from subscriptions for Units will
be placed in an escrow account, at a Partnership's expense, with
or another banking institution designated by the General Partner,
as escrow agent. Thereafter, funds received through the
Termination Date will be deposited in the Qualified Subscription
Account maintained by a Partnership.
The General Partner will promptly accept or reject
subscriptions for Units after its receipt of a prospective
investor's Subscription Documents and subscription funds. Each
subscriber has the right to cancel his or her subscription during
a period of five business days after the date of his or her
executed Subscription Agreement. The Initial Closing Date will
be as soon as practicable after the receipt and acceptance by a
Partnership of subscriptions for 12,000 Units (excluding for such
purpose subscriptions from residents of Pennsylvania).
Subsequent to the Initial Closing Date, it is anticipated that
daily Closings will be held (provided the number of Units
subscribed for is sufficient to justify the burden and expense of
a Closing). Once subscriptions for a total of 37,500 Units per
Partnership (including subscriptions from residents of
Pennsylvania), all subscription payments then remaining in escrow
would be released from escrow and the escrow agreement would be
terminated. Thereafter subscription payments would continue to
be deposited with the Bank of New York (NJ) in a special,
segregated, subscription account of a Partnership which will be
maintained during the Offering Period for the receipt and
investment of subscription payments. At each Closing, a
Partnership will admit as Limited Partners, effective as of the
next day, all subscribers whose subscriptions have been received
and accepted by a Partnership and who are then eligible to be
admitted to a Partnership (e.g., Pennsylvania subscribers are not
eligible to be admitted to the Partnership prior to sale of
37,500 Units per Partnership) for the funds representing such
subscriptions will be released from the escrow account or from a
Partnership's segregated subscription account (as the case may
be) to a Partnership.
Interest earned, if any, on subscription funds of subscribers
who are accepted and admitted to a Partnership will be remitted
to the subscribers by the Escrow Agent or the General Partner as
soon as practicable after their admission. If 12,000 Units have
not been subscribed for on or before the anniversary of the date
on the Cover of this Prospectus (which is dated as of the
Effective Date) (or, in the case of each subscriber from
Pennsylvania, if 37,500 Units per Partnership have not be sold
within 120 days of the Escrow Agent's receipt of such
subscription, and such subscriber has been offered and has
elected to rescind his or her subscription), then a Partnership
will direct the Escrow Agent to release the applicable
subscription payments from escrow and return them promptly to the
related subscribers, together with all interest earned thereon,
in which case such Partnership will be terminated. The procedure
described in the preceding sentence will be applied to return
subscription payments (if any) which are held in the Escrow
Account for twelve months from the date of this Prospectus. In
addition, any Net Proceeds from the sale of Units in a
Partnership which have not been invested or committed for
investment within two years after the Effective Date (except for
Reserve and necessary operating capital) will be returned,
without interest, to the Limited Partners in proportion to their
respective Capital Contributions. Any such returned proceeds
will include, in addition, a return of the proportionate share of
the O & O Expense Allowance, Underwriting Fees and any Sales
Commissions paid to the General Partner or any of its
Affiliates. See INVESTMENT OBJECTIVES AND POLICIES - Return of
Uninvested Net Proceeds.
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES
General Suitability Considerations
Among the reasons for establishing investor suitability
standards and minimum dollar amounts of investment is that there
is no public market for the Units, which are not freely
transferable, and none is expected to develop. Accordingly, only
Persons able to make a long-term investment and who have adequate
financial means and no need for liquidity with regard to their
investment should purchase Units. Investors subscribing for
Units should carefully consider the risk factors and other
special considerations (including the lack of a market for Units
and the resulting long-term nature of an investment in Units)
described under RISK FACTORS--Partnership and Investment Risks--
Restricted Transferability and Illiquidity of Units, TRANSFER
OF UNITS--Restrictions on the Transfer of Units and --Limited
Right of Presentment. An investment in Units is not appropriate
for investors who must rely on cash distributions with respect to
their Units as their primary, or as an essential, source of
income to meet their necessary living expenses.
State Requirements Concerning Minimum Investment and Minimum
Investor Net Worth/Income
Minimum Investment. All Investors other than Qualified Plans
and IRAs: The minimum number of Units an investor may purchase
is 25 Units (other than residents of Nebraska, for whom the
minimum investment is 50 Units).
Qualified Plans and IRAs: The minimum number of Units which a
Qualified Plan and an IRA may purchase is 10 Units.
Minimum Net Worth/Income. Except with respect to Qualified
Plans and IRAs and except for residents of states with higher
suitability standards (as described below), Units will be sold
during the Offering only to an investor who represents, in
writing:
(i) that such investor has either (A) both a net worth of at
least $30,000 in excess of Capital Contributions required to
be made in respect of Units subscribed for by such investor
and an annual gross income of at least $30,000, or (B)
irrespective of annual gross income, a net worth of at least
$75,000 or that such investor is purchasing in a fiduciary
capacity for a Person who meets either such condition, or
(ii) that such investor satisfies the suitability standards
applicable in such investor's state of residence or domicile,
if such standards are more stringent (as listed in --Certain
State Requirements paragraph below or in the current
Supplement to this Prospectus).
All computations of net worth for purposes of all suitability
standards (whether described above or below) exclude the value of
such investor's home, home furnishings and personal automobiles
and, in connection therewith, all of such investor's assets must
be valued at their fair market value.
If an investor is a Qualified Plan or an IRA, such investor
must represent (i) that the IRA owner or the participant in the
self-directed Qualified Plan satisfies the foregoing standards,
or (ii) if other than a self-directed Qualified Plan, that the
Qualified Plan satisfies the foregoing suitability standards.
Each investor must execute a copy of the Subscription
Agreement, the form of which is included as an exhibit to the
Registration Statement of which this Prospectus forms a part, or
an Assignment instrument or other writing, to evidence such
investor's compliance with such standards and the requirements of
applicable laws.
Certain State Requirements. Suitability. More stringent
investor suitability standards than those established by the
Partnership apply to North Dakota and South Dakota investors.
Residents of North Dakota and South Dakota must have either (a) a
minimum annual gross income of $45,000 and a minimum net worth of
$45,000 (net worth shall be determined exclusive of the net fair
market value of (i) home, (ii) home furnishings and (iii)
automobiles) or (b) a minimum net worth of $150,000 (determined
as above).
Legending of Unit certificates issued to residents of
California. The California Corporations Commissioner requires
that certificates evidencing ownership of Units for all Units
issued, or subsequently transferred, to Persons who are residents
of, or who are either domiciled or actually present in, the State
of California, must bear the following legend restricting
transfer:
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF A LIMITED
PARTNERSHIP INTEREST, OR ANY INTEREST THEREIN, OR TO RECEIVE
ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.
Fiduciary and Qualified Plan Subscriptions. When Units are
purchased for fiduciary accounts, such as trusts and retirement
plans, the foregoing conditions must be met either by the
fiduciary account or by the Person who directly or indirectly
supplies the funds for the purchase of Units. In the case of
gifts to minors by a donor, the foregoing conditions must be met
by the donor who directly or indirectly supplies the funds for
such purchase. A transferee will be required to comply with all
of the foregoing requirements as a condition to admission as a
Substitute Limited Partner.
In addition, it should be noted that an investment in a
Partnership will not, in and of itself, create an IRA or
Qualified Plan and that, in order to create an IRA or Qualified
Plan, an investor must itself comply with all applicable
provisions of the Code and ERISA. IRAs or Qualified Plans, and
other tax-exempt organizations, when making a decision concerning
an investment in a Partnership, should consider the following:
(i) any income or gain realized by such entity will be
unrelated business taxable income and subject to the
unrelated business tax;
(ii) investments in a Partnership made by Qualified Plans and
IRAs may cause a pro rata portion of such Partnership's assets
to be considered to be plan assets with respect to such
entities for purposes of ERISA and the excise taxes imposed by
Section 4975 of the Code; and
(iii) such entities, since they are exempt from federal income
taxation, will be unable to take full advantage of the tax
benefits, if any, generated by a Partnership.
See RISK FACTORS--Federal Income Tax Risks and ERISA Matters --
Unrelated Business Income, FEDERAL INCOME TAX CONSEQUENCES --
Taxation of Employee Benefit Plans and Other Tax-Exempt
Organizations and INVESTMENT BY QUALIFIED PLANS.
A Fiduciary or Investment Manager (as such terms are defined
in Sections 3(21) and 3(38) of ERISA, respectively) of a
Qualified Plan or IRA or a fiduciary of another tax-exempt
organization should consider all risks and investment concerns,
including those unrelated to tax considerations, in deciding
whether an investment in a Partnership is appropriate and
economically advantageous for a Qualified Plan or other
tax-exempt organization. See RISK FACTORS, INVESTMENT
OBJECTIVES AND POLICIES, FEDERAL INCOME TAX CONSEQUENCES and
INVESTMENT BY QUALIFIED PLANS.
Although the General Partner believes that Units may represent
suitable investments for individuals, Qualified Plans, IRAs and
many different types of entities, Units may not be suitable
investments for such entities due to tax rules of particular
application to certain types of entities. (For example, the
General Partner believes that Units will generally not be a
suitable investment for charitable remainder trusts.)
Furthermore, the foregoing standards represent minimum
requirements, and a Person's satisfaction of such standards alone
does not mean that an investment in a Partnership would be
suitable for such Person. A prospective investor should consult
his personal tax and financial advisors to determine whether an
investment in a Partnership would be advantageous in light of his
particular situation.
Transfer. Units are subject to substantial transfer
restrictions and may be transferred only under certain
circumstances and subject to certain conditions (see TRANSFER OF
UNITS -- Restrictions of Transfer of Units), including, among
others, that Units may be sold only to an Assignee who meets all
applicable suitability standards and any Limited Partner making
an Assignment of Units may also become subject to the securities
laws of the state or other jurisdiction in which the transfers
are deemed to take place. Furthermore, following a transfer of
less than all of the Units owned by any Limited Partner, each
Limited Partner must generally retain a sufficient number of
Units to satisfy the minimum investment standards applicable to
such Limited Partner's initial purchase of Units. In the case of
a transfer in which a member firm of the National Association of
Securities Dealers, Inc. (NASD) is involved, such firm must be
satisfied that a proposed Assignee of Units satisfies the
suitability requirements as to financial position and net worth
specified in Section 3(b) of Appendix F to the NASD's Rules of
Fair Practice and must inform the proposed Assignee of all
pertinent facts relating to the liquidity and marketability of
the Units during the term of any investment therein.
Subscriber Representations
By signing and initialing the block provided in Section 5 of
the Subscription Agreement and paying for Units, each investor
makes the representations contained such Section 5 (except as
provided to the contrary therein) and will be bound by all the
terms thereof. In addition, each investor acknowledges in his
Subscription Agreement that his subscription is subject to
acceptance by the General Partner, in its sole discretion, and
may be rejected in whole or in part for any reason.
The representations made by each subscriber (except for
certain of the representations which may not be made by the
residents of certain states as noted on such Page C-4) are set
forth on page C-3 of Exhibit C to this Prospectus and confirm
that each subscriber signing the Subscription Agreement: (i) has
received a copy of the Prospectus; (ii) has read the General
Instructions (on Page C-2) of the Subscription Agreement; (iii)
that an investment in Units is not liquid; and (iv) that the
General Partner may rely upon the accuracy of the factual data
concerning such subscriber which is contained in the Subscription
Agreement (including, without limitation, that (A) if such
investor is an IRA, Qualified Plan or other Benefit Plan, has
accurately identified itself as such; (B) has accurately
identified himself as either a U.S. Citizen or non-U.S. Citizen
(i.e., as determined in the manner described under Citizenship
below) and (C) has accurately reported his federal taxpayer
identification number and is not subject to backup withholding of
federal income taxes). Specifically, by representing whether he
is a United States Citizen, Resident Alien or resident of another
country, each subscriber will be deemed to have made a
representation as to whether he is or is not a United States
Person as defined in Section 7710(a)(30) of the Code. In
addition, each subscriber appoints the General Partner as his
true and lawful attorney-in-fact to execute such documents
(including the Partnership Agreement) as may be required for the
such subscriber's admission as a Limited Partner.
Each Partnership will require such representations to be made
by each subscriber in order to assist NASD-registered securities
sales representatives, Selling Dealers and the Dealer-Manager to
determine whether an investment in Units is suitable for such
subscriber. The General Partner will rely upon the accuracy and
completeness of the subscriber's representations in complying
with its obligations under applicable state and federal
securities laws and may assert such representations as a defense
against the subscribers or securities regulatory agencies.
Each subscriber is also instructed on Page C-2 of the
Subscription Agreement that: (a) no offer to sell Units may be
made except by means of the Prospectus and, consequently, (b)
SUBSCRIBERS SHOULD NOT RELY UPON ANY ORAL STATEMENTS BY ANY
PERSON, OR UPON ANY WRITTEN INFORMATION OTHER THAN AS
SPECIFICALLY SET FORTH IN THE PROSPECTUS AND SUPPLEMENTS THERETO
OR IN PROMOTIONAL BROCHURES CLEARLY MARKED AS BEING PREPARED AND
AUTHORIZED BY THE GENERAL PARTNER, ICON CAPITAL CORP., OR BY THE
DEALER-MANAGER, ICON SECURITIES CORP., FOR USE IN CONNECTION WITH
OFFERING OF UNITS TO THE GENERAL PUBLIC BY MEANS OF THE
PROSPECTUS. Each subscriber is hereby further advised that an
investment in Units of a Partnership involves certain risks
including, without limitation, the matters set forth in this
Prospectus under the captions Risk Factors, Conflicts of
Interest, Management and Income Tax Considerations. Each
subscriber is hereby advised that the representations set forth
herein do not constitute a waiver of any of such subscriber's
rights under the Delaware Limited Partnership Act and applicable
federal and state securities laws. Each subscriber is hereby
instructed that: (a) the Units are subject to substantial
restrictions on transferability; (b) there will be no public
market for the Units; and (c) it may not be possible for
subscriber to readily liquidate his investment in the Partnership
in question, if at all, even in the event of an emergency. Any
transfer of Units is subject to the General Partner's approval
and must comply with the terms of Section 10 of the Partnership
Agreement. In particular, any purchaser or transferee must
satisfy the minimum investment and investor suitability standards
for his domiciliary state. See INVESTOR SUITABILITY AND MINIMUM
INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES. Various
states may also impose more stringent standards than the general
requirements. See INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS; SUBSCRIPTION PROCEDURES. In addition, the State
of California has additional transfer requirements as summarized
in the following legend:
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS
SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT
AS PERMITTED IN THE COMMISSIONER'S RULES.
Each subscriber's acknowledgment that he has received this
Prospectus and the instruction that he should rely on no
information other than that contained in this Prospectus, are
required in order that the General Partner may make an informed
judgment as to whether it should accept such subscriber's offer
to subscribe for Units. The General Partner recognizes that in
the sales process of this Offering a potential subscriber will
usually discuss a Partnership with his registered
representative. It is possible that a subscriber may
misunderstand what he is told or that someone might tell him
something different from, or contrary to, the information
contained in this Prospectus. Additionally, a subscriber might
be relying on something he read or heard from sources for which
the neither the Dealer-Manager nor the General Partner is
responsible, over which they have no control and which
contradicts the data and information contained in this
Prospectus. If a subscriber becomes a Limited Partner and later
makes claims against a Partnership, the Dealer Manager and/or the
General Partner alleging that he did not receive a Prospectus for
this Offering or that although he did receive a Prospectus, he
relied upon information that is contradictory to that disclosed
in this Prospectus, then each Partnership, the Dealer Manager and
the General Partner anticipate that they will rely upon the
acknowledgment and receipt of this Prospectus and the instruction
concerning non-reliance on any Offering material other than this
Prospectus as evidence that such subscriber did, in fact, receive
a Prospectus and that such subscriber was properly notified that
he should not rely upon any information other than the
information disclosed in this Prospectus.
The General Instructions on Page C-2 also ask a potential
investor to review the disclosure in this Prospectus concerning
certain conflicts of interest faced by a Partnership's management
and certain risks involved in an investment in a Partnership and
that any federal income tax benefits which may be available as a
result of such purchase may be adversely affected as set forth in
this Prospectus under the captions Risk Factors, Conflicts of
Interest, Management and Income Tax Considerations. Such
instruction has been included because, since the investment
involves inherent conflicts of interest and risks as disclosed in
this Prospectus, the General Partner does not intend to admit a
subscriber as a Limited Partner unless it has reason to believe
that the investor is aware of the risks involved with an
investment in a Partnership. If a subscriber becomes a Limited
Partner and later makes claims against a Partnership, the Dealer
Manager and/or the General Partner to the effect that he was not
aware that an investment in a Partnership involved the inherent
risks described in this Prospectus, each Partnership, the Dealer
Manager and the General Partner anticipate that they will rely
upon this instruction as evidence that such subscriber had been
aware of the degree of risks involved in an investment in such
Partnership for the reasons set forth in this Prospectus under
Risk Factors.
Each Selling Dealer must countersign each Subscription
Agreement for subscribers solicited by such firm. By such
signature, each Selling Dealer selling Units to a subscriber
certifies that it has obtained information from the subscriber
sufficient to enable it to determine that the subscriber has
satisfied the suitability standards named thereon. Since each
Partnership, the Dealer Manager and the General Partner will not
have had the opportunity to obtain such information directly from
the subscriber, the General Partner will rely on such
representation so as to determine whether to admit a subscriber
to such Partnership as a Limited Partner. If a subscriber
becomes a Limited Partner and later makes claims against a
Partnership, the Dealer Manager and/or the General Partner
alleging that the Units sold to him were not a suitable
investment for him because he did not meet the financial
requirements contained in the investor suitability standards,
such Partnership, the Dealer Manager and the General Partner
anticipate that they will rely upon such representation as
evidence that such subscriber met such financial requirements.
The representation that a subscriber has agreed to all the
terms and conditions of the Partnership Agreement is necessary
because the General Partner and each Limited Partner are bound by
all of the terms and conditions there of, notwithstanding that
the Limited Partners do not actually sign the Partnership
Agreement. Since the Partnership Agreement is not actually
signed by each subscriber but pursuant to powers of attorney
granted in the Subscription Agreement, the General Partner
thereby obligates each subscriber to each of the terms and
conditions of the Partnership Agreement. If a subscriber becomes
a Limited Partner and later makes claims against a Partnership,
the Dealer Manager and/or the General Partner that he did not
agree to be bound by all of the terms of the Partnership
Agreement and the Subscription Agreement, such Partnership, the
Dealer Manager and the General Partner anticipate that they will
rely upon such representation and the power of attorney as
evidence of the subscriber's agreement to be bound by all the
terms of such agreement.
Citizenship
Federal law restricts the extent to which aircraft and marine
vessels which are to be registered in the United States may be
owned or controlled by Persons who are not United States
Citizens. For these purposes, United States Citizens is
defined to include (i) individuals who are citizens of the United
States or one of its possessions, (ii) partnerships in which each
partner is an individual who is a citizen of the United States,
in the case of aircraft, or in which at least 75% of the equity
in the partnership is held by citizen of the United States, in
the case of vessels, (iii) certain trusts, the trustees of which
are citizens of the United States (provided that, in the case of
aircraft, persons who are not citizens of the United States or
resident aliens do not possess more than 35% of the aggregate
power to direct or remove the trustee, and in the case of
vessels, each of the beneficiaries of the trust is a citizen of
the United States), and (iv) domestic corporations of which the
president (and the chairman of the board of directors, in the
case of vessels) and two-thirds or more of the members of the
board of directors and other managing officers are citizens of
the United States and in which at least 75% of the voting
interest (or, in the case of certain vessels, a majority voting
interest) is owned or controlled by Persons who are citizens of
the United States.
As a consequence of those rules, a Partnership may cause title
to certain aircraft and vessels to be held by a trust of which a
Partnership is the sole beneficiary by a limited partnership
beneficially owned by a Partnership or a limited liability
company of which the Partnership is a member. See RISK FACTORS
- -- Business Risks - Risk of Loss of Equipment Registration. In
addition, each investor will be required to represent and warrant
whether or not the investor is a United States Citizen, and
subscriptions will be accepted from only a limited number of
Persons who are not United States Citizens. See PLAN OF
DISTRIBUTION -- Offering of Units. The General Partner will
not admit a non-United States Citizen as if such admission would
result in the potential invalidation of Equipment registration.
See RISK FACTORS -- General -- Limited Transferability of Units.
Special Limit on Ownership of Units by Benefit Plans
To avoid classification of a pro rata portion of a
Partnership's underlying assets as plan assets of investors
which are benefit plan investors, each Partnership intends to
restrict the ownership of Units by benefit plan investors to less
than 25% of the total value of outstanding Units at all times.
(See INVESTMENT BY QUALIFIED PLANS -- Plan Assets.)
Minimum Investment and Suitability Standards
Each Selling Dealer Agreement and the Dealer-Manager Agreement
each requires that the broker-dealer selling Units in a
Partnership make diligent inquiry, as required by law, of each
prospective investor to determine whether a purchase of Units is
suitable for such Person in light of his or her circumstances
and, if so and upon receipt of a subscription for Units, to
promptly transmit to the General Partner all Subscription Monies
and duly executed Subscription Agreements and related documents
received by them.
To demonstrate that its registered representative has complied
with Sections 3(b) and 4(d) of Appendix F of Article III, Section
34 of the NASD Rules of Fair Practice in connection with the
Offering of Units to an investor, each Selling Dealer is required
to countersign each Subscription Agreement solicited by its
registered representative to confirm that such Selling Dealer had
reasonable grounds to believe (based on information requested
from the investor concerning investment objectives, other
investments, financial situation and needs, as well as any other
information known to such registered representative) that (i) the
proposed investment in a Partnership is suitable for such
investor, (ii) such Selling Dealer or registered representative
had delivered a copy of this Prospectus to the investor at the
time of or prior to solicitation of the subscription, (iii) such
Selling Dealer or registered representative has informed the
investor of the lack of liquidity and marketability of the
investment and (4) such Selling Dealer or registered
representative has confirmed that the investor's signature or the
signature of the authorized Person appears on the subscribing
document where required.
How to Subscribe
An investor who meets the suitability standards set forth
above may subscribe to acquire Units. Subscribers must
personally execute the Subscription Agreement and deliver to a
securities sales representative a check for all Subscription
Monies payable in connection with such subscription, made payable
as provided in the next paragraph, in order to subscribe for
Units. In the case of IRA, SEP and Keogh plan owners, both such
owners and the plan fiduciary (if any) must sign the Subscription
Agreement. In the case of donor trusts or other trusts in which
the donor is the fiduciary, such donor must sign the subscription
agreement. In the case of other fiduciary accounts in which the
donor neither exercises control over, nor is a fiduciary, the
plan fiduciary alone may sign the Subscription Agreement.
Until subscriptions for 12,000 Units (or 37,500 Units per
Partnership in the case of residents of Pennsylvania) are
received by the Partnership, checks for the payment of
Subscription Monies should be made payable to -- ICON Income
Fund Eight Escrow Account for deposit into such Escrow Account.
After the Initial Closing Date, checks for the payment of
Subscription Monies should be made payable to ICON Income Fund
Eight Subscription Account for deposit into a Qualified
Subscription Account.
The General Partner will promptly review, and accept or reject
(in its sole and absolute discretion), each subscription.
Investors whose subscriptions are accepted by the General Partner
will receive prompt written confirmation of such acceptance from
the General Partner or its agents.
The General Partner and any Affiliate of the General Partner
and the Selling Dealers (and their respective officers and
employees) will have the right, but not the obligation, to
subscribe for and purchase Units for their own account for
investment purposes, subject to the terms and conditions
contained herein, including purchases of Units on or before the
Initial Closing Date, which will count, to the extent of 600
Units, toward the achievement of the Minimum Offering. All Units
purchased by such parties will be purchased solely for investment
purposes and not with a present view towards resale or
distribution. The General Partner and its Affiliates (and their
respective officers and employees) may not purchase more than ten
(10%) percent of all Units subscribed for by all non-Affiliated
Persons.
The NASD's Rules of Fair Practice require that any member of,
or Person associated with, the Dealer-Manager or a Selling Dealer
who sells or offers to sell Units must make every reasonable
effort to assure that such potential subscriber is a suitable
investor for a Partnership investment in light of such
subscriber's age, education level, knowledge of investments, need
for liquidity, net worth and other pertinent factors and further
requires each selling broker and each subscriber to make such
determination of suitability. The State of Maine requires us to
inform you that the Dealer-Manager and each Person selling Units
cannot rely upon representations made by a subscriber in a
Subscription Agreement alone in making a determination of the
suitability of the investment for such subscriber.
Admission of Partners; Closings
Subscribers will be admitted to a Partnership as Limited
Partners, and will for all purposes become and be treated as
Limited Partners, as of the first day immediately following the
Initial Closing Date or the Final Closing Date or any subsequent
Closing Date (other than the Final Closing Date), as the case may
be, next following the acceptance of their subscriptions by the
General Partner and the receipt by the General Partner of all
Subscription Monies payable in connection therewith. Upon the
determination by the General Partner that the Minimum Offering
has been achieved, the General Partner will set the Initial
Closing Date. Following the Initial Closing Date, a Closing may
be held each day.
SALES MATERIAL
In addition to and apart from this Prospectus, a Partnership
will utilize certain sales material in connection with the
Offering of Units. This material may include reports describing
the General Partner and its Affiliates, summary descriptions of
Investments (including, without limitation, pictures of Equipment
or facilities of Lessees), materials discussing the Prior
Programs and a brochure and audio-visual materials or taped
presentations highlighting various features of this Offering.
The General Partner and its Affiliates may also respond to
specific questions from Selling Dealers and prospective
investors. Business reply cards, introductory letters or similar
materials may be sent to Selling Dealers for customer use, and
other information relating to this Offering may be made available
to Selling Dealers for their internal use. However, this
Offering is made only by means of this Prospectus. Except as
described herein or in Supplements hereto, each Partnership has
not authorized the use of other sales materials in connection
with this Offering. Although the information contained in such
material does not conflict with any of the information contained
in this Prospectus, such material does not purport to be complete
and should not be considered as a part of this Prospectus or the
Registration Statement of which this Prospectus is a part, or as
incorporated in this Prospectus or the Registration Statement by
reference or as forming the basis of this Offering of the Units
described herein.
No dealer, salesman or other Person has been authorized to
give any information or to make any representations other than
those contained in this Prospectus or in Supplements hereto or in
supplemental sales literature issued by a Partnership and
described in this Prospectus or in Supplements hereto, and, if
given or made, such information or representations must not be
relied upon. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities other
than the Units to which it relates or any of such Units to any
Person in any jurisdiction in which such solicitation is
unlawful. The delivery of this Prospectus at any time does not
imply that the information contained herein is correct as of any
time subsequent to its date.
LEGAL MATTERS
The legality of the securities offered hereby and the tax
matters set forth under Federal Income Tax Consequences will be
passed upon for the Partnerships by Day, Berry & Howard LLP,
Boston, Massachusetts.
EXPERTS
The audited balance sheet of ICON Income Fund Eight A L.P. as
of May 6, 1998 and the audited financial statements of ICON
Capital Corp. as of March 31, 1998 and 1997 and for each of the
years then ended, have been included herein and in reliance upon
the reports of KPMG Peat Marwick LLP, independent certified
public accountants, appearing elsewhere herein, upon the
authority of said firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
A Registration Statement under the Securities Act has been
filed with the Securities and Exchange Commission, Washington,
D.C., with respect to the securities offered hereby. This
Prospectus, which forms a part of the Registration Statement
filed with the Securities and Exchange Commission, contains
information concerning the Partnerships and includes a copy of
the Limited Partnership Agreement to be utilized by the
Partnerships, but does not contain all the information set forth
in the Registration Statement and exhibits thereto. The
information omitted may be examined at the principal office of
the Commission located at 450 Fifth Street, N.W., Washington,
D.C. 20549, without charge, and copies thereof may be obtained
from such office upon payment of the fee prescribed by the Rules
and Regulations of the Commission.
TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS
Exhibit B contains prior performance and investment
information for the General Partner's previous publicly-offered
income-oriented programs, ICON Cash Flow Partners, L.P., Series
A; ICON Cash Flow Partners, L.P., Series B,; ICON Cash Flow
Partners, L.P., Series C,; ICON Cash Flow Partners, L.P., Series
D; ICON Cash Flow Partners, L.P., Series E, ICON Cash Flow
Partners L.P. Six and ICON Cash Flow Partners L.P. Seven (the
Prior Public Programs). Table I through V of Exhibit B contain
unaudited information relating to such Prior Public Programs and
their experience in raising and investing funds and to the
compensation paid to the General Partner and its Affiliates by,
the operating results of, and sales or dispositions of
investments by, such Prior Public Programs. PURCHASERS OF THE
UNITS OFFERED BY THIS PROSPECTUS WILL NOT ACQUIRE ANY OWNERSHIP
IN INTEREST IN ANY OF THE PRIOR PUBLIC PROGRAMS AND SHOULD NOT
ASSUME THAT THE RESULTS OF ANY OF THE PRIOR PUBLIC PROGRAMS WILL
BE INDICATIVE OF THE FUTURE RESULTS OF THE PARTNERSHIPS.
MOREOVER, THE OPERATING RESULTS FOR THE PRIOR PUBLIC PROGRAMS
SHOULD NOT BE CONSIDERED INDICATIVE OF FUTURE RESULTS OF THE
PRIOR PUBLIC PROGRAMS NOR OF WHETHER THE PRIOR PUBLIC PROGRAMS
WILL ACHIEVE THEIR INVESTMENT OBJECTIVES WHICH WILL IN LARGE PART
DEPEND ON FACTS WHICH CANNOT NOW BE DETERMINED, INCLUDING THE
RESIDUAL VALUE OF EQUIPMENT HELD BY SUCH PRIOR PUBLIC PROGRAMS.
FINANCIAL STATEMENTS
The audited balance sheet of ICON Income Fund Eight A L.P. as
of May 6, 1998 and the audited financial statements of ICON
Capital Corp. and subsidiaries as of March 31, 1998 and 1997 and
for each of the years then ended are included herein.
Notwithstanding the inclusion of the General Partner's unaudited
financial statements, purchasers of the Units offered hereby
should be aware that they are not thereby purchasing an interest
in ICON Capital Corp. and subsidiaries or in any of its
Affiliates or in any Prior Public Program.
<PAGE>
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Balance Sheet
May 6, 1998
<PAGE>
Independent Auditors' Report
The Partners
ICON Income Fund Eight A L.P.:
We have audited the accompanying balance sheet of ICON Income Fund Eight A L.P.
(a Delaware limited partnership) as of May 6, 1998. This financial statement is
the responsibility of the Partnership'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 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 ICON Income Fund Eight A L.P. as of
May 6, 1998, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
May 6, 1998
New York, New York
<PAGE>
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Balance Sheet
May 6, 1998
Assets
Cash $ 2,000
--------
$ 2,000
========
Liabilities and Partners' Equity
Commitments and Contingencies
Partners' Equity
General Partner $ 1,000
Limited Partner 1,000
--------
$ 2,000
========
<PAGE>
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Notes to Balance Sheet
May 6, 1998
(1) The Partnership
ICON Income Fund Eight A L.P. (the "Partnership"), was formed on June 9,
1997 as a Delaware Limited Partnership. The initial capitalization of
the Partnership was $2,000. The Partnership will continue until December
31, 2017, unless terminated sooner. The Partnership intends to offer
limited partnership units on a "best efforts" basis to the general
public with the intention of raising up to $75,000,000 of capital. With
the funds raised, the Partnership intends to acquire various types of
equipment and to lease such equipment to third parties and, to a lesser
degree, to enter into secured financing transactions. The General
Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner will acquire
the assets and manage the business of the Partnership.
(2) Capital Contribution
The General Partner has made an initial capital contribution of $1,000,
and the original limited partner has made an initial capital
contribution of $1,000 to the Partnership.
(3) Commitment and Contingencies
The Partnership has not applied for an advance ruling from the Internal
Revenue Service; however, in the opinion of counsel the Partnership will
be classified as a Partnership and not as an association taxable for
U.S. Federal income tax purposes. In the absence of a ruling, there
cannot be assurance that the Partnership will not constitute an
association taxable as a corporation.
See accompanying notes to balance sheet.
<PAGE>
ICON CAPITAL CORP.
Financial Statements
March 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
ICON Capital Corp.:
We have audited the accompanying balance sheets of ICON Capital Corp. as of
March 31, 1998 and 1997, and the related statements of income, changes in
stockholder's equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company'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 ICON Capital Corp. as of March
31, 1998 and 1997, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
June 12, 1998
New York, New York
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
March 31,
<TABLE>
1998 1997
---- ----
ASSETS
<S> <C> <C>
Cash .................................................. $ 179,403 $ 292,524
Receivables from affiliates ........................... 3,580,727 181,039
Receivables from related parties - managed partnerships 572,990 1,323,502
Prepaid and other assets .............................. 226,855 187,687
Deferred charges ...................................... 524,270 379,717
Fixed assets and leasehold improvements, at cost, less
accumulated depreciation and amortization of
$1,865,232 and $1,533,265 ........................... 758,680 752,472
----------- -----------
Total assets .......................................... $ 5,842,925 $ 3,116,941
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable and accrued expenses ................. $ 1,819,003 $ 1,225,726
Notes payable - line of credit ........................ 2,000,000 --
Notes payable - capital lease obligations ............. 246,386 196,105
Deferred management fees - managed partnerships ....... 232,000 758,452
Deferred income taxes, net ............................ 583,436 255,176
----------- -----------
Total liabilities ..................................... 4,880,825 2,435,459
----------- -----------
Commitments and contingencies
Stockholder's equity:
Common stock: no par value; $10 stated
value; authorized 3,000 shares;
issued and outstanding 1,500 shares ............... 15,000 15,000
Additional paid-in capital .......................... 716,200 716,200
Retained earnings ................................... 1,330,900 1,050,282
----------- -----------
2,062,100 1,781,482
Note receivable from stockholder ...................... (1,100,000) (1,100,000)
----------- -----------
962,100 681,482
----------- -----------
Total liabilities and stockholder's equity ............ $ 5,842,925 $ 3,116,941
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
For the Years Ended March 31,
<TABLE>
1998 1997
---- ----
Revenues:
<S> <C> <C>
Fees - managed partnerships .................... $12,048,906 $11,517,396
Management fees - affiliate .................... 716,444 261,003
Lease consulting fees and other ................ 61,025 112,245
Rental income from investment in operating lease -- 1,541,647
----------- -----------
Total revenues ............................ 12,826,375 13,432,291
----------- -----------
Expenses:
Selling, general and administrative ............ 9,404,987 7,174,496
Amortization of deferred charges ............... 844,636 484,579
Depreciation and amortization .................. 331,967 319,000
Interest expense - notes payable ............... 80,885 6,818
Depreciation - equipment under operating lease . -- 1,293,775
Interest expense - non-recourse financings ..... -- 247,872
----------- -----------
Total expenses ............................ 10,662,475 9,526,540
----------- -----------
Income before provision for income taxes ....... 2,163,900 3,905,751
Provision for income taxes .......................... 554,842 112,010
----------- -----------
Net income ..................................... $ 1,609,058 $ 3,793,741
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
For the Years Ended March 31, 1998 and 1997
<TABLE>
Note Total
Common Stock Additional Receivable Stock-
Shares Stated Paid-in Retained from holder's
Outstanding Value Capital Earnings Stockholder Equity
----------- -------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
March 31, 1996 ........ 1,500 $ 15,000 $ 716,200 $ 889,957 $ -- $ 1,621,157
Issuance of
note from stockholder -- -- -- -- (1,100,000) (1,100,000)
Net income ............ -- -- -- 3,793,741 -- 3,793,741
Distributions to Parent -- -- -- (3,633,416) -- (3,633,416)
----------- -------- ----------- ----------- ----------- -----------
March 31, 1997 ........ 1,500 15,000 716,200 1,050,282 (1,100,000) 681,482
Net income ............ -- -- -- 1,609,058 -- 1,609,058
Distributions to Parent -- -- -- (1,328,440) -- (1,328,440)
----------- -------- ----------- ----------- ----------- -----------
March 31, 1998 ........ 1,500 $ 15,000 $ 716,200 $ 1,330,900 $(1,100,000) $ 962,100
=========== ======== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
For the Years Ended March 31,
<TABLE>
1998 1997
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income ....................................................... $ 1,609,058 $ 3,793,741
----------- -----------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization ................................. 331,967 1,612,775
Amortization of deferred charges .............................. 844,636 484,579
Deferred income taxes ......................................... 328,260 (228,768)
Rental income paid directly to lender by lessee ............... -- (1,541,647)
Interest expense paid directly to lenders by lessees .......... -- 247,872
Changes in operating assets and liabilities:
Receivables from managed partnerships, net of
deferred management fees ................................. 224,060 790,506
Receivables from affiliates ................................ (3,399,688) 155,767
Deferred charges ........................................... (989,189) (561,410)
Prepaid and other assets ................................... (39,168) (54,099)
Accounts payable and accrued expenses ...................... 593,277 353,956
Other ...................................................... -- 4,158
----------- -----------
Total adjustments ........................................ (2,105,845) 1,263,689
----------- -----------
Net cash provided by (used in) operating activities .............. (496,787) 5,057,430
----------- -----------
Cash flows from investing activities:
Purchases of fixed assets and leasehold improvements ............. (234,336) (97,279)
----------- -----------
Net cash used in investing activities ............................ (234,336) (97,279)
----------- -----------
Cash flows from financing activities:
Proceeds from notes payable-line of credit ....................... 2,000,000 --
Distributions to Parent .......................................... (1,328,440) (3,633,416)
Principal payments on notes payable-capital lease obligations, net (53,558) (49,061)
Loan to stockholder .............................................. -- (1,100,000)
----------- -----------
Net cash provided by (used in) financing activities .............. 618,002 (4,782,477)
----------- -----------
Net (decrease) increase in cash ..................................... (113,121) 177,674
Cash, beginning of year ............................................. 292,524 114,850
----------- -----------
Cash, end of year ................................................... $ 179,403 $ 292,524
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements
March 31, 1998
(1) Organization
ICON Capital Corp. (the "Company") was incorporated in 1985. Until August
20, 1996, the Company was owned by three individuals. On August 20, 1996,
ICON Holdings Corp. ("Holdings" or the "Parent") acquired all of the
outstanding stock of the Company, as well as all of the outstanding stock
of ICON Securities Corp. ("Securities"), an affiliated company. Holdings is
fifty percent owned by Summit Asset Holding L.L.C., a subsidiary of a
diversified financial and business services group based in the United
Kingdom, and fifty percent owned by Warrenton Capital Partners L.L.C.
("Warrenton"). The primary activity of the Company is the development,
marketing and management of publicly registered equipment leasing limited
partnerships. The Company will, on occasion, also provide consulting
services to unrelated parties in connection with the acquisition and
administration of lease transactions.
The Company is the general partner and manager of ICON Cash Flow Partners,
L.P. Series A ("ICON Cash Flow A"), ICON Cash Flow Partners, L.P., Series B
("ICON Cash Flow B"), ICON Cash Flow Partners, L.P., Series C ("ICON Cash
Flow C"), ICON Cash Flow Partners, L.P., Series D ("ICON Cash Flow D"),
ICON Cash Flow Partners, L.P., Series E ("ICON Cash Flow E") , ICON Cash
Flow Partners L.P. Six ("ICON Cash Flow Six") and ICON Cash Flow Partners
L.P. Seven ("ICON Cash Flow Seven") (collectively the "Partnerships"),
which are publicly registered equipment leasing limited partnerships. The
Partnerships were formed for the purpose of acquiring equipment and leasing
such equipment to third parties. The Company's investments in the
Partnerships which totaled $7,000, are carried at cost and are included in
prepaid and other assets.
The Company earns fees from the Partnerships on the sale of Partnership
units. Additionally, the Company also earns acquisition and management fees
and shares in Partnership cash distributions. ICON Cash Flow Seven was
formed on May 23, 1995 with an initial capital contribution of $1,000 and
began offering its units to suitable investors on November 9, 1995. The
offering period for ICON Cash Flow Seven will end 36 months after ICON Cash
Flow Seven began offering such units, November 9, 1998.
The following table identifies pertinent offering information by the
Partnerships:
Date Operations Date Ceased Gross Proceeds
Began Offering Units Raised
------------------ ----------------- --------------
ICON Cash Flow A ... May 6, 1988 February 1, 1989 $ 2,504,500
ICON Cash Flow B ... September 22, 1989 November 15, 1990 20,000,000
ICON Cash Flow C ... January 3, 1991 June 20, 1991 20,000,000
ICON Cash Flow D ... September 13, 1991 June 5, 1992 40,000,000
ICON Cash Flow E ... June 5, 1992 July 31, 1993 61,041,151
ICON Cash Flow Six . March 31, 1994 November 8, 1995 38,385,712
ICON Cash Flow Seven January 19, 1996 (1) 81,574,845
------------
$263,506,208
(1) Gross proceeds raised through May 31, 1998.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(2) Significant Accounting Policies
(a) Basis of Accounting and Presentation
The Company's financial statements have been prepared on the historical
cost basis of accounting using the accrual basis. 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 revenues and expenses during the
reporting period.
Actual results could differ from those estimates.
(b) Disclosures About Fair Value of Financial Instruments
The Statement of Financial Accounting Standards No. 107 ("SFAS No.
107"), "Disclosures about Fair Value of Financial Instruments" requires
disclosures about the fair value of financial instruments. The
Company's financial instruments (cash, receivables and notes payable)
are either payable on demand or have short-term maturities and present
relatively low credit and interest rate risk, and as a result, their
fair value approximates carrying value at March 31, 1998.
(c) Revenue and Cost Recognition
Income Fund Fees:
The Company earns fees from the Partnerships for the organization and
offering of each Partnership and for the acquisition, management and
administration of their lease portfolios. Organization and offering
fees are earned based on investment units sold and are recognized at
each closing. Acquisition fees are earned based on the purchase price
paid or the principal amount of each transaction entered into.
Management and administrative fees are earned for managing the
Partnership's equipment and financing transactions. Management and
administrative fees are earned upon receipt of rental payments from
lease and financing transactions.
Effective September 1, 1993, ICON Cash Flow A, ICON Cash Flow B, and
ICON Cash Flow C decreased monthly distributions to the limited
partners from the cash distribution rates stated in their prospectuses
to an annual rate of 9%. As a result, all management fees payable to
the Company related to these entities had been deferred until the
limited partners of ICON Cash Flow A, ICON Cash Flow B and ICON Cash
Flow C received their stated cash distribution rate of return on a
cumulative basis. Due to the approval of amendments to the ICON Cash
Flow B and ICON Cash Flow C Partnership Agreements, effective November
15, 1995 and June 19, 1996, The Company eliminated ICON Cash Flow B and
ICON Cash Flow C's obligation to pay $220,000 and $529,125,
respectively of the original management fees deferred. As of December
31, 1997, ICON Cash Flow A investors had received the stated annual
rate of return, and as a result the Company reversed $38,081 in
deferred management fees and recognized such fees as income. Management
fees in the amount of $232,000 are deferred and outstanding at March
31, 1998, of which $127,000 is due from ICON Cash Flow B and $105,000
is due from ICON Cash Flow C. Such amounts are included in receivables
due from managed partnerships as well as in deferred management fees on
the March 31, 1998 balance sheet.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(d) Deferred Charges
Under the terms of the Partnerships' agreements, the Company is
entitled to be reimbursed for the costs of organizing and offering the
units of the Partnerships from the gross proceeds raised, subject to
certain limitations, based on the number of investment units sold. The
unamortized balance of these costs are included on the balance sheets
as deferred charges and are being amortized over the offering period.
(e) Fixed Assets and Leasehold Improvements
Fixed assets, which consist primarily of computer equipment, software
and furniture and fixtures, are recorded at cost and are being
depreciated over three to five years using the straight-line method.
Leasehold improvements are also recorded at cost and are being
amortized over the estimated useful lives of the improvements, or the
term of the lease, if shorter, using the straight-line method.
(f) Income Taxes
The Company accounts for its income taxes following the liability
method as provided for in Statement of Financial Accounting Standard
No. 109 ("SFAS 109"), "Accounting for Income Taxes."
The Company filed stand alone Federal and state income tax returns for
the period April 1, 1996 to August 20, 1996. Thereafter the Company's
activity is included in the combined Federal and state income tax
returns of Holdings.
(3) Stockholder's Equity
As of March 31, 1998, the Company held a demand promissory note for
$1,100,000 from Holdings. The note is without interest, except in the case
of default, at which time the note would bear interest at the rate of 18%.
The note is reflected for financial statement reporting purposes as a
reduction from stockholders' equity.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(4) Related Party Transactions
The Company earns fees from the Partnerships for the organization and
offering of each Partnership and for the acquisition, management and
administration of their lease portfolios. Receivables from managed
partnerships relate to such fees, which have been earned by the Company but
not paid by the Partnerships. The Company also earns a management fee from
Securities for the support and administration of Securities' operations.
Receivables from affiliates are due primarily from Holdings. Such
receivables relate to the reimbursement of amounts paid by the Company on
behalf of Holdings for items such as investment in a securitization trust
and debt obligations.
For the year ended March 31, 1998, the Company paid $1,328,440 in
distributions to Holdings.
(5) Prepaid and Other Assets
Included in prepaid and other assets are unamortized insurance costs, the
Company's investment in the Partnerships and sublease receivables.
(6) Income Taxes
The provision (benefit) for income taxes for the years ended March 31, 1998
and 1997 consisted of the following:
1998 1997
---- ----
Current
Federal $ 172,280 $ 185,780
State 54,302 154,998
----------- ----------
Total current 226,582 340,778
----------- ----------
Deferred:
Federal 100,481 (24,563)
State 227,779 (204,205)
----------- -----------
Total deferred 328,260 (228,768)
----------- ----------
Total $ 554,842 $ 112,010
=========== ==========
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Company's assets and
liabilities. The deferred tax liabilities at March 31, 1998 and 1997 of
$583,436 and $347,155, respectively, are net of deferred tax assets of
$91,979 at March 31, 1997. Deferred income taxes at March 31, 1998 are
primarily the result of temporary differences relating to the carrying
value of fixed assets, the investments in the Partnerships and deferred
charges.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
The following table reconciles income taxes computed at the federal
statutory rate to the Company's effective tax rate for the years ended
March 31, 1998 and 1997:
<TABLE>
1998 1997
---- ----
Tax Rate Tax Rate
<S> <C> <C> <C> <C>
Federal statutory $ 735,726 34.00% $ 1,327,955 34.00%
State income taxes, net of Federal tax effect 186,174 8.60 (32,477) (0.83)
Distribution to Parent (451,670) (20.87) (1,235,361) (31.63)
Meals and entertainment exclusion 20,663 .95 21,979 0.56
Other 63,949 2.96 29,914 0.77
---------- ------ ----------- ------
$ 554,842 25.64% $ 112,010 2.87%
========== ====== =========== ======
</TABLE>
(7) Notes Payable
On August 21, 1997, the Company entered into an unsecured line of credit
agreement. The maximum amount available and outstanding under the line of
credit was $600,000. On December 10, 1997, the Company refinanced the
discretionary line of credit with a new line of credit (the "Facility").
The maximum amount available and outstanding under that Facility was
$1,300,000. In March 1998, the Facility was increased to $2,000,000, all
of which was outstanding at March 31, 1998. The Facility matures on August
31, 1998.
Interest is payable at prime (8.5% at March 31, 1998) plus 1%. The Facility
requires that the Company, among other things, meet certain objectives with
respect to financial ratios. At March 31, 1998, the Company was in
compliance with the covenants required by the Facility.
Notes payable at March 31, 1998 and 1997 were as follows:
<TABLE>
1998 1997
---- ----
<S> <C> <C>
Unsecured line of credit, interest at
prime (8.5% at March 31, 1998) plus 1%
due June 30, 1998 $ 2,000,000 $ -
Various obligations under capital leases, payable in monthly
installments through March 2002 246,386 196,105
----------- ----------
$ 2,246,386 $ 196,105
=========== ==========
</TABLE>
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(8) Investment in Equipment Under Operating Lease
In December 1993, the Company invested $5,340,436 in manufacturing
equipment and leased such equipment to a third party for a two year period.
Simultaneously with the purchase of the equipment, the Company, on a
non-recourse basis, obtained $5,393,840 in financing from a financial
institution, of which $5,340,436 of such proceeds were paid directly to the
equipment vendor to satisfy the cost of the equipment. The excess of the
proceeds from the financing over the cost of the equipment, $53,404, was
paid directly to the Company and was earned over the initial lease term.
All rental payments by the lessee were paid directly to the financial
institution. The original non-recourse financing bore interest at a rate of
6.6%, and was paid in 24 monthly installments of $55,097 through December
1995, with a final payment of $4,699,584 due in January 1996.
On January 1, 1996, the lessee renewed the lease and the bank extended the
term of the non-recourse note. The terms of the renewal required 24
monthly installments of $171,294 through December 1997. Such rental
payments continued to be paid directly to the financial institution to
reduce the loan, with interest calculated at 8.95%. The lease terminated
in fiscal 1997 and the Company recognized a gain of $1,694 on disposition.
(9) Commitments and Contingencies
The Company has operating leases for office space through the year 2004.
Rent expense for the years ended March 31, 1998 and 1997 totaled to
$497,223 and $347,990, net of sublease income of $155,749 and $170,602,
respectively. The future minimum rental commitments under non-cancelable
operating leases are due as follows:
Fiscal Year Ending
March 31, Amount
------------------ ------------
1999 $ 988,702
2000 898,017
2001 773,501
2002 521,906
Thereafter 1,376,290
------------
$ 4,558,416
(11) Supplemental Disclosure of Cash Flow Information
During the year ended March 31, 1998 and 1997, the Company paid $80,885 and
$6,818 in interest on recourse financing, respectively.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
For the year ended March 31, 1997, payments relating to the Company's
non-recourse note payable aggregated $1,541,647, of which $1,293,775 was
principal and $247,872 was interest.
For the year ended March 31, 1998, the Company purchased $103,839 in fixed
assets utilizing proceeds from capital lease transactions.
EXHIBIT A
AGREEMENT OF
LIMITED PARTNERSHIP
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND EIGHT 1 L.P.
This Agreement of Limited Partnership, dated as of
______________ (this Agreement), is made and entered into by
and among ICON Capital Corp., a Connecticut corporation (ICON),
as general partner (hereinafter referred to as the General
Partner), Thomas W. Martin, as the original limited partner (the
Original Limited Partner), and such additional Limited Partners
as may be admitted to the Partnership upon the Initial Closing
Date or any subsequent Closing Date pursuant to the terms hereof;
such additional Limited Partners hereinafter each referred to as
a Limited Partner and collectively referred to as the Limited
Partners; and the General Partner and the Limited Partners
hereinafter occasionally referred to collectively as the
Partners).
WITNESSETH:
WHEREAS, ICON Income Fund Eight 1 L.P., a Delaware Limited
Partnership (the Partnership) was formed as a Delaware limited
partnership pursuant to a Certificate of Limited Partnership,
dated as of May 30, 2997, and filed on June 9, 1997 under and
pursuant to the Delaware Revised Uniform Limited Partnership Act
(the Delaware Act)[as amended by an amendment to the
Certificate of Limited Partnership, dated as of April 22, 1998
and filed in the Filing Office on April 23, 19982 and amended by
an amendment to the Certificate of Limited Partnership dated May
8, 1998 and filed in the Filing Office on May 8, 19982 and
further amended by an amendment to the Certificate of Limited
Partnership dated May 22, 1998 and filed in the Filing Office on
May 22, 19982].
NOW, THEREFORE, in consideration of the premises and mutual
covenants and agreements hereinafter set forth, the receipt and
sufficiency of which are hereby acknowledged, the General Partner
and each Limited Partner, intending to be legally bound, hereby
agree as follows:
Section 11. ESTABLISHMENT OF PARTNERSHIP.
The parties hereto hereby enter into this Agreement and do hereby
set forth the terms of the Partnership established under and pursuant
to the provisions of the Delaware Act, which terms shall govern the
rights and liabilities of the Partners, except as otherwise herein
expressly stated.
Section 22. NAME, PRINCIPAL OFFICE, NAME AND ADDRESS OFREGISTERED
AGENT FOR SERVICE OF PROCESS.
2.11 Legal Name and Address.
The Partnership shall be conducted under the name ICON Income
Fund Eight 1 L.P. The principal office and place of business of the
Partnership shall be 600 Mamaroneck Avenue, Harrison, New York 10528 or
at such other address as the General Partner may from time to time
determine and specify by written notice to the Limited Partners. The
Partnership may also maintain such other offices and places of business
as the General Partner may deem advisable at any other place or places
within the United States and, in connection therewith, the General
Partner shall qualify and remain qualified, and shall use its best
efforts to qualify and keep the Partnership qualified, to do business
under the laws of all such jurisdictions as may be necessary to permit
the Partnership legally to conduct its business in such jurisdictions.
The registered office of the Partnership in the State of Delaware shall
be at 1013 Centre Road, Wilmington, Delaware, 19805. The name of its
registered agent at such address shall be The Corporation Service
Company. The General Partner may change the registered office and the
registered agent of the Partnership, with prior written notice to the
Limited Partners.
______________
1 A or B
2 A only
2.2 Address of Partners.
The principal place of business of the General Partner and the
places of residence of the Limited Partners shall be those addresses
set forth opposite their respective names in Schedule A to this
Agreement (as such may be supplemented or amended from time to time).
Any Partner may change his, her or its respective place of business or
residence, as the case may be, by giving Notice of such change to the
Partnership (and, in the case of the General Partner, by also giving
Notice thereof to all of the Limited Partners), which Notice shall
become effective upon receipt.
Section 33. PURPOSES AND POWERS.
33.11 Purposes.
The Partnership has been organized for the objects and purposes
of (a) acquiring, investing in, purchasing, owning, purchasing options
to purchase in, holding, leasing, re-leasing, financing, refinancing,
borrowing, managing, maintaining, operating, improving, upgrading,
modifying, exchanging, assigning, encumbering, creating security
interests in, pledging, selling, transferring or otherwise disposing
of, and in all respects otherwise dealing in or with, Equipment of all
kinds and purchasing equity interests in Equipment owning entities, (b)
lending and providing financing to other Persons for their acquisition
of items of Equipment and other tangible and intangible personal
property of all kinds, pursuant to financing arrangements or
transactions secured by various items of Equipment (or interests
therein and leases thereof) and other such personal property in any
part of the world (including, without limitation, all land, waters and
space under, on or above such part of the world), and (c) establishing,
acquiring, conducting and carrying on any business suitable, necessary,
useful or convenient in connection therewith, in order to generate
monthly cash distributions to the Limited Partners during the term of
the Partnership.
3.22 Investment Objectives and Policies.
The Equipment acquired by the Partnership shall be selected from
among new, used and reconditioned (i) aircraft, rail and over-the-road
transportation equipment and marine vessels; (ii) machine tools and
manufacturing equipment, (iii) materials handling equipment, and (iv)
miscellaneous equipment of other types satisfying the investment
objectives of the Partnership and consistent with the remaining term of
the Partnership. The Financing Transactions entered into by the
Partnership shall be with Users that shall provide a written promissory
note of such User evidencing the irrevocable obligation of such User to
repay the principal amount thereof, together with interest thereon, in
accordance with the terms thereof, which repayment obligation may be
collateralized by a security interest in tangible or intangible
personal property and in any lease of such personal property, as well
as the revenues arising thereunder, or in such other assets of such
User as the General Partner may deem to be appropriate. All funds held
by the Partnership (including, without limitation, Subscription Monies
released to the Partnership on any Closing Date) that are not invested
in Equipment, Financing Transactions, Reserves or Joint Ventures shall
be invested by the Partnership in Permitted Investments.
3.3 Powers.
In furtherance of the above purposes, the Partnership shall have
the power, directly or indirectly:
(aa) to acquire, invest in, purchase and/or make future
commitments to purchase, own, hold, lease, release, finance, refinance,
borrow, manage, maintain, operate, improve, upgrade, modify, exchange,
assign, encumber, create security interests in, pledge, sell, transfer
or otherwise dispose of, and in all respects otherwise deal in or with,
Equipment and other tangible and intangible personal property of all
kinds in any part of the world (including, without limitation, all
land, waters and space under, on or above such part of the world);
(bb) to invest substantially all Cash From Operations (other
than those necessary to pay the expenses of the Partnership and to make
First Cash Distributions) and Cash From Sales in additional Investments
during the Reinvestment Period as provided in Section 8.1(a) hereof;
(cc) to enter into joint ventures, partnerships and other
business, financing and legal and beneficial ownership arrangements
with respect to equipment and other tangible and intangible personal
property and financing arrangements deemed prudent by the General
Partner in order to achieve successful operations for the Partnership;
(dd) to purchase and hold trust certificates, debt securities
and equity securities issued by any Person if, in the General Partner's
opinion, the purchase is an advisable or necessary step in the
acquisition and financing by the Partnership of Investments;
(ee) to hold interests in property, both real and personal,
tangible and intangible, including, without limitation, contract
rights, lease rights, debt instruments and equity interests in
corporations, partnerships (both limited and general and including,
subject to the provisions of this Agreement, Affiliated Entities),
joint ventures and other entities (including, but not limited to,
common and preferred stock, debentures, bonds and other securities of
every kind and nature); provided that the Partnership may make such
Investments only in furtherance of its investment objectives and in
accordance with its investment policies;
(ff) subject to any applicable statutes and regulations, to lend
and borrow money to further the purposes of the Partnership, to issue
and accept evidences of indebtedness in respect thereof, and to secure
the same by mortgages or pledges or grants of liens on, or other
security interests in, Investments of the Partnership and accept such
kinds and amounts of security for loans, leases it makes to others as
the General Partner in its sole and absolute discretion shall deem
appropriate; and
(gg) to do all things, carry on any activities and enter into,
perform, modify, supplement or terminate any contracts necessary to,
connected with, or incidental to, or in furtherance of, the purposes of
the Partnership, all so long as such things, activities and contracts
may be lawfully done, carried on or entered into by the Partnership
under the Delaware Act and the laws of the United States of America and
under the terms of this Agreement.
Section 44. TERM.
The term of the Partnership commenced upon the filing of the
Certificate of Limited Partnership with the Secretary of State of the
State of Delaware on June 9, 1997 and shall terminate at midnight on
December 31, 2017, unless sooner dissolved or terminated as provided in
Section 11 of this Agreement.
Section 55. PARTNERS AND CAPITAL.
5.11 General Partner.
The General Partner has contributed $1,000, in cash, as its
Capital Contribution to the Partnership.
The General Partner shall use its best efforts to maintain, at
all times from and after the date of this Agreement through and
including the Termination Date, a Net Worth that is at least sufficient
for the Partnership to qualify, in the opinion of Tax Counsel to the
Partnership, as a partnership for federal income tax purposes and to
satisfy the net worth requirements for a sponsor under the NASAA
Guidelines.
5.22 Original Limited Partner.
The Original Limited Partner has made a capital contribution of
$1,000 to the Partnership.
By his execution hereof, the Original Limited Partner hereby
agrees to withdraw as Original Limited Partner, and the parties hereto
agree to return to him his capital contribution of $1,000 and to retire
his original Partnership Interest of ten (10) Units upon the Initial
Closing Date and admission of additional Limited Partners.
5.33 Limited Partners.
(aa) From and after the Initial Closing Date, there shall be one
class of limited partners, the Interests of which shall consist of up
to 750,000 Units that shall initially be held by the Limited Partners.
(bb) Any Person desiring to become a Limited Partner shall
execute and deliver to the General Partner a subscription agreement,
substantially in the form filed as an exhibit to the Prospectus, and
such other documents as the General Partner shall reasonably request,
which other documents shall be in form and substance reasonably
satisfactory to the General Partner, pursuant to which, among other
things, such Person shall, subject to acceptance of his subscription by
the General Partner, agree to be bound by all terms and provisions of
this Agreement. Units will be sold only to Persons (i) who represent
that they have either (a) an annual gross income of at least $30,000
and a net worth of at least $30,000 or (b) a net worth of at least
$75,000 or (ii) who satisfy the suitability standards applicable in the
state of their residence or domicile, if more stringent than the
standards described in clause (i) above.
(cc) Each Limited Partner (other than Affiliated Limited
Partners) shall make a Capital Contribution, in cash, in an amount
equal to the Gross Unit Price to the capital of the Partnership for
each Unit or fraction thereof purchased. Each Affiliated Limited
Partner shall make a Capital Contribution, in cash, in an amount equal
to the Net Unit Price for each Unit or fraction thereof purchased.
(dd) Limited Partners must purchase a minimum of (i) twenty-five
(25) whole Units other than (ii) IRA or Qualified Plans (including
Keogh Plans) which may purchase a minimum of ten (10) whole Units.
Above such minimum purchase requirements, Limited Partners may
subscribe for additional Units or fractions thereof equal to 1/10,000th
of a Unit or any multiple thereof (unless prohibited by applicable law)
at the Gross Unit Price, Net Unit Price or Gross Unit Price, whichever
shall be applicable.
(ef) The General Partner and any Affiliate of the General
Partner shall have the right to subscribe for Units for its own account
for investment purposes only; provided that the aggregate number of
Units purchased by the General Partner and such Affiliates collectively
shall not exceed ten (10%) percent of all Units subscribed for by
non-Affiliated Persons.
(fg) No subscribers shall be admitted to the Partnership unless
and until the Minimum Offering shall be achieved. Upon the
determination by the General Partner that the Minimum Offering has been
achieved, the General Partner shall set the Initial Closing Date.
Following the Initial Closing Date, daily Closings may be held. As
promptly as is practicable following the admission of each subscriber
as Limited Partner, the General Partner shall send notice to such
Limited Partner in confirmation thereof.
(gh) Subscriptions for Units shall promptly be accepted or
rejected by the General Partner after their receipt by the Partnership
(but in any event not later than 30 days thereafter) and a confirmation
of receipt thereof sent by the General Partner. The General Partner
retains the unconditional right to refuse to admit any subscriber as a
Limited Partner. Each subscriber has the right to cancel his or her
subscription during a period of five business days after the date of
his or her executed Subscription Agreement.
(hi) Each Subscriber shall be admitted to the Partnership as a
Limited Partner, and shall for all purposes of this Agreement become
and be treated as a Limited Partner, as of the first day immediately
following the Closing Date as of which such Subscribers is admitted to
the Partnership or the Final Closing Date next following the acceptance
of their subscriptions by the General Partner and the receipt by the
General Partner of all Subscription Monies payable in connection
therewith.
(ij) The name and address of each Limited Partner and the amount
of the Capital Contribution made by such Limited Partner are set forth
on Schedule A hereto, as such may be supplemented or amended from time
to time. Promptly following each Closing Date (and, in any event,
within 5 business days thereafter), the General Partner shall amend
Schedule A to this Agreement to reflect the name, address and Capital
Contribution of each Limited Partner admitted to the Partnership as a
result of such Closing; provided that any failure so to amend such
Schedule A following any Closing Date shall not in any way affect the
admission of any Limited Partner to the Partnership for all purposes of
this Agreement if such Limited Partner was duly and properly admitted
to the Partnership as a result of such Closing.
(jk) From the date hereof to, but not including, the Initial
Closing Date, all funds in respect of Units for which subscriptions
have been received (Subscription Monies) shall be deposited in the
Escrow Account. From and after the Initial Closing Date, all
Subscription Monies shall be held by the Partnership in a Qualified
Subscription Account until the release thereof on the applicable
Closing Date. Both the Escrow Account and any Qualified Subscription
Account shall be established by the General Partner for the sole
purpose of holding and investing Subscription Monies pending admission
of subscribers to the Partnership as Limited Partners.
(kl) On the Initial Closing Date or any subsequent Closing Date,
whichever may be applicable, all Subscription Monies then held in the
Escrow Account or any Qualified Subscription Account, as the case may
be, with respect to Units purchased by any Limited Partner admitted to
the Partnership as a result of such Closing, together with any interest
earned thereon, shall be released to the Partnership. Any interest
earned on such Subscription Monies prior to such release shall be paid
to such Limited Partner promptly after such Closing Date. If the
number of Units subscribed for are not sufficient to constitute the
Minimum Offering, all Subscription Monies deposited by any subscriber
shall be returned, together with any interest earned thereon and
without deduction for any Front-End Fees, to such subscriber.
Furthermore, any Subscription Monies deposited by any subscriber who is
not accepted by the General Partner to become a Limited Partner shall
be promptly returned, together with any interest earned thereon and
without deduction for any Front-End Fees, to such subscriber. In no
event shall any Subscription Monies be held in the Escrow Account or a
Qualified Subscription Account for more than one year beyond the
Effective Date before either being released to the Partnership upon a
Closing or returned to the subscriber.
5.44 Partnership Capital.
(aa) No Partner shall be paid interest on any Capital
Contribution (except any interest earned on Subscription Monies as
provided in Section 5.3(k).
(bb) Except as provided in Section 10.5 and except that the 10
Units purchased by the Original Limited Partner shall be redeemed at
par on the Initial Closing Date as provided in Section 5.2, the
Partnership shall not redeem or repurchase any Unit. No Partner shall
have the right to withdraw or receive any return of such Partner's
Capital Contribution, except as specifically provided in this
Agreement, and no Capital Contribution may be returned to any Partner
in the form of property other than cash.
(cc) Except as otherwise specifically provided herein, no
Limited Partner shall have priority over any other Limited Partner
either as to (i) the return of such Limited Partner's Capital
Contribution or Capital Account, (ii) such Limited Partner's share of
Profits and Losses or (iii) such Limited Partner's share of
distributions of Cash From Operations and Cash From Sales.
(dd) Neither the General Partner nor any Affiliate of the
General Partner shall have any personal liability for the repayment of
the Capital Contribution of any Limited Partner except, and solely to
the extent, provided in Section 6.3, Section 9.3(a) and Section
11.2(a)(iii), above.
5.55 Capital Accounts.
(aa) A separate Capital Account shall be established and
maintained for the General Partner and for each Limited Partner.
(bb) The Capital Account of the General Partner initially shall
be $1,000.
(cc) The Capital Account of each Limited Partner initially shall
be the amount of such Limited Partner's Capital Contribution.
(dd) The Capital Account of each Partner shall be increased by
(i) the amount of any additional money contributed by such Partner to
the Partnership, (ii) the fair market value of any property contributed
by such Partner to the Partnership (net of liabilities secured by such
contributed property that the Partnership is considered to assume or
take subject to under Code Section 752) and (iii) allocations to such
Partner of Partnership Profits (or items thereof), and items of income
and gain specially allocated pursuant to Section 8.2(f) hereof. The
Capital Account of each Partner shall be decreased by (i) the amount of
money distributed to or on behalf of such Partner by the Partnership,
(ii) the fair market value of any property distributed to or on behalf
of such Partner by the Partnership (net of liabilities secured by such
distributed property that such Partner is considered to assume or take
subject to under Code Section 752), and (iii) allocations to such
Partner of Partnership Losses (or items thereof) and items of loss and
deduction specially allocated pursuant to Section 8.2(f) hereof.
(ee) For purposes of this Agreement, a Partner who has more than
one Interest in the Partnership shall have a single Capital Account
that reflects all such Interests, regardless of the class of Interests
owned by such Partner (e.g., general or limited) and regardless of the
time or manner in which such Interests were acquired.
(ff) If an Interest is sold or otherwise transferred, the
Capital Account of the transferor with respect to such Interest shall
carry over to the transferee in accordance with Treas. Reg. Section
1.704-1(b)(2)(iv)(l). However, if the transfer causes a termination of
the Partnership under Code Section 708(b)(1)(B), the Capital Account
that carries over to the transferee will be adjusted in accordance with
the constructive contribution and liquidation rules under Treas. Reg.
Section 1.708-1.
(gg) For any taxable year in which the Partnership has a Code
section 754 election in effect, the Capital Accounts shall be
maintained in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(m).
(hh) Upon the occurrence of the events specified in Treas. Reg.
Section 1.704-1(b)(2)(iv)(f), the Partners' Capital Accounts shall be
adjusted and thereafter maintained to reflect the revaluation of
Partnership assets on the books of the Partnership in accordance with
such Treasury Regulation and Treas. Reg. Sections 1.704-1(b)(2)(iv)(f)
through (h).
(ii) Notwithstanding anything herein to the contrary, the
Partners' Capital Accounts shall at all times be maintained in the
manner required by Treas. Reg. Section 1.704-1(b)(2)(iv), and any
questions or ambiguities arising hereunder shall be resolved by
reference to such Treasury Regulations. Further, such Treasury
Regulations shall govern the maintenance of the Capital Accounts to the
extent this Agreement is silent as to the treatment of a particular
item. In the event Treas. Reg. Section 1.704-1(b)(2)(iv) shall fail to
provide guidance as to how adjustments to the Capital Accounts should
be made to reflect particular adjustments to Partnership capital on the
books of the Partnership, such Capital Account adjustments shall be
made in a manner that is consistent with the underlying economic
arrangement of the Partners and is based wherever practicable, on
federal tax accounting principles.
5.66 Additional Capital Contributions.
(aa) The General Partner shall not be required to make any
Capital Contributions in addition to its initial $1,000 Capital
Contribution except pursuant to and in accordance with Section
11.2(a)(iii) of this Agreement.
(bb) No Limited Partner shall be required to make any Capital
Contribution in addition to the initial price paid for such Limited
Partner's Units pursuant to the Offering.
55.77 Loans by Partners.
Except as provided in Section 11.2(a)(iii), no loan by any
Partner or any Affiliate of any Partner to the Partnership (including,
without limitation, any Partnership Loan) shall constitute a Capital
Contribution to the Partnership or increase the Capital Account balance
of any Partner, but shall be treated, for all purposes, as indebtedness
of the Partnership payable or collectible only out of the assets of the
Partnership in accordance with the terms and conditions upon which such
loan was made.
5.88 No Right to Return of Capital.
No Partner shall be entitled to demand or receive any
distribution of or with respect to such Partner's Capital Contribution
or Capital Account, except as specifically provided under this
Agreement.
Section 66. GENERAL PARTNER.
6.11 Extent of Powers and Duties.
(aa) General.
Except as expressly limited by the provisions of this Agreement,
the General Partner shall have complete and exclusive discretion in the
management and control of the affairs and business of the Partnership
and shall be authorized to employ all powers necessary, convenient or
appropriate to carry out the purposes, conduct the business and
exercise the powers of the Partnership. Without limiting the
generality of the foregoing, the General Partner shall provide such
asset management personnel and services as the General Partner, in its
sole and absolute discretion, may deem necessary or appropriate to
conduct the business activities of the Partnership and the day-to-day
management of its assets, including, but not limited to, leasing and
re-leasing the Equipment, monitoring the use of collateral for the
Leases and Financing Transactions, arranging for necessary
registration, maintenance and repair of the Equipment (to the extent
Lessees or Users are not contractually obligated to do so and the
General Partner expressly assumes such duties), collecting revenues,
paying Operating Expenses, determining that the Equipment is used in
accordance with all operative contractual arrangements and providing
clerical and bookkeeping services necessary to provide tax, financial
and regulatory reporting to the Limited Partners and for the operations
of the Partnership. The General Partner may employ on behalf of the
Partnership, to the extent that it, in its sole judgment shall deem
advisable, managerial, sales, maintenance, administrative or
secretarial personnel, agents and other Persons, including any of its
Affiliates, which it determines are necessary for the maintenance of
any of the Partnership's property, and/or the operation of the business
of the Partnership, may engage and retain attorneys, accountants or
brokers to the extent that, in the judgment of the General Partner,
their professional services are required during the term of the
Partnership, as well as employ the services of its Affiliates to assist
the General Partner in its managerial duties, and may compensate all
such Persons from the assets of the Partnership at rates which it, in
its sole judgment, deems fair and reasonable; provided that (i) the
compensation, price or fee payable to any of its Affiliates shall not
exceed an amount which is comparable and competitive with the
compensation, price or fee which would be charged by non-Affiliates to
render comparable services which could reasonably be made available to
the Partnership upon comparable terms; (ii) all services for which the
Sponsor is to receive compensation from the Partnership (other than as
provided in Section 6.4 hereof) shall be embodied in a written contract
which (A) precisely describes the services to be rendered and all
compensation to be paid therefor and (B) is terminable by either party
without penalty on 60 days notice; (iii) the compensation, price and
fees and other terms of any such contract shall be fully disclosed in
the prospectus as the Effective Date; and (iv) the Sponsor must, at the
time such services are to be rendered, be engaged in the business of
providing such services to non-Affiliates and derive at least 75% of
its gross revenues for such services therefrom. Any such contract may
only be amended in a manner which is either more favorable to the
Sponsor or less favorable to the Partnership by the vote or consent of
a Majority Interest of the Limited Partners. Except as otherwise
provided in this Agreement, the General Partner shall possess and enjoy
with respect to the Partnership all of the rights and powers of a
partner of a partnership without limited partners to the extent
permitted by Delaware law.
(bb) Powers and Duties.
(ii) General Powers and Duties. The General Partner shall
diligently and faithfully exercise its discretion to the best of its
ability and use its best efforts during so much of its time as the
General Partner, in its sole and absolute discretion, may deem to be
necessary or appropriate to carry out the purposes and conduct the
business of the Partnership in accordance with this Agreement and in
the best interests of the Partnership and so as, consistent therewith,
to protect the interests of the Limited Partners. The General Partner
shall have responsibility as a fiduciary for the safekeeping and use of
all funds and assets of the Partnership, whether or not in its
immediate possession or control, and shall not employ, or permit any
other Person to employ, such funds or assets in any manner other than
as permitted by this Agreement. Notwithstanding anything to the
contrary herein stated or implied, the Limited Partners may not
contract away the fiduciary duty owed to such Limited Partners by the
Sponsor under common law. The General Partner shall be responsible and
shall use its best efforts and exercise discretion to the best of its
ability: (A) to acquire, invest in, purchase, own, hold, lease,
re-lease, finance, refinance, borrow, manage, maintain, operate,
improve, upgrade, modify, exchange, assign, encumber, create security
interests in, pledge, sell, transfer or otherwise dispose of, and in
all respects otherwise deal in or with, Equipment and Financing
Transactions (except as limited by Section 11.1) and to contract with
others to do the same on behalf of the Partnership; (B) to select and
supervise the activities of any equipment management agents for the
Partnership; (C) to assure the proper application of revenues of the
Partnership; (D) to maintain proper books of account for the
Partnership and to prepare reports of operations and tax returns
required to be furnished to (1) the Partners pursuant to this Agreement
or (2) taxing bodies or other governmental agencies in accordance with
applicable laws and regulations; (E) to employ the Dealer-Manager to
select Selling Dealers to offer and sell Units; and (F) to assure the
doing of all other things necessary, convenient or advisable in
connection with the supervision of the affairs, business and assets of
the Partnership. In establishing criteria for the resolution of
conflicts of interest between the Partnership, on the one hand, and the
General Partner or any Affiliate of the General Partner, on the other
hand, the General Partner shall not abdicate or ignore its fiduciary
duty to the Partnership.
(iiii) Amplification of Powers. In amplification, and not
by way of limitation, of the powers of the General Partner expressed
herein, the General Partner shall have, subject to the provisions of
this Agreement, full power and authority, as herein provided or as
provided in the Delaware Act, on behalf of the Partnership, in order to
carry out and accomplish its purposes and functions: (A) to expend
Partnership capital and income; (B) to purchase, lease, sell, exchange,
improve, divide, combine and otherwise in all respects transact
business with respect to interests in real and personal property of any
and all kinds whatsoever, both tangible and intangible, including,
without limitation, equipment, contract rights, lease rights, debt
instruments and equity interests in corporations, partnerships (both
limited and general and including, subject to the provisions of this
Agreement, Affiliated Entities), joint ventures and other entities
(including, but not limited to, common and preferred stock, debentures,
bonds and other securities of every kind and nature), and, in
connection therewith, to execute, deliver, amend, modify and cancel
documents and instruments relating to real and personal property of
whatever kind and description, including, but not limited to,
mortgages, leases and other documents of title or conveyance,
assumption agreements pertaining to such agreements, powers of attorney
and other contracts, instruments and agreements of all kinds and to
employ engineers, contractors, attorneys, accountants, brokers,
appraisers, and such other consultants, advisors, artisans and workmen
as may be necessary or advisable, in the sole and absolute discretion
of the General Partner, for all such purposes; (C) to invest any and
all funds held by the Partnership in accordance with the provisions of
clause (x) of this Section 6.1(b) of this Agreement; (D) to designate
depositories of the Partnership's funds, and the terms and conditions
of such deposits and drawings thereon; (E) to borrow money or otherwise
to procure extensions of credit for the Partnership (except that
neither the Partnership nor the Sponsor shall borrow money solely for
the purpose of making First Cash Distributions which the Partnership
would otherwise be unable to make) and, in connection therewith, to
execute, seal, acknowledge and deliver agreements, promissory notes,
guarantees and other written documents constituting obligations or
evidences of indebtedness and to pledge, hypothecate, mortgage, assign,
transfer or convey mortgages or security interests in the Equipment and
other assets of the Partnership as security therefor; (F) to hold all
or any portion of the Investments and other assets of the Partnership
in the name of one or more trustees, nominees, or other entities or
agents of or for the Partnership; (G) to establish Reserves in
accordance with clause (vii) of this Section 6.1(b); and (H) to take
all such actions and execute all such documents and other instruments
as the General Partner may deem necessary, convenient or advisable to
accomplish or further the purposes of the Partnership or to protect and
preserve Partnership assets to the same extent as if the General
Partner were itself the owner thereof.
(iiiiii) Admission of Limited Partners. The General Partner
shall have the right to accept or refuse to accept, in its sole and
absolute discretion, the admission of any Limited Partner (including
any Substitute Limited Partner and the General Partner and any
Affiliate of the General Partner) to the Partnership; provided,
however, that the General Partner shall not admit any Person as a
Limited Partner (except the Original Limited Partner) unless:
(AA) such Person shall agree, in writing, to be bound by
the provisions of this Agreement;
(BB) such Person shall represent, in writing, that such
Person is or is not a United States Person, as the case may
be;
(CC) prior to the admission of such Person, the Minimum
Offering shall have been achieved;
(DD) the General Partner shall believe that such Person is
suitable in all respects under the laws of the state in
which such Person resides;
(EE) the General Partner shall have no reason to believe
that the admission of such Person to the Partnership (1)
would cause the Partnership to lose its Partnership status
for federal income tax purposes, (2) would disqualify the
Partnership to engage or to continue to engage in any
business which it is otherwise eligible to transact or (3)
would cause an impermissible percentage of Units to be owned
by non-United States citizens for purposes of any applicable
title registration law; and
(FF) such admission would not cause the equity
participation in the Partnership by benefit plan
investors (both within the meaning of DOL Reg.
2510.3-101(f)) to equal or exceed 25%.
In connection with such right, the General Partner shall have the
authority to do all things necessary or advisable, in the sole
and absolute discretion of the General Partner, to effect the
admission of the Limited Partners, including, but not limited to,
(x) registering the Units under the Securities Act and (y)
effecting the qualification of, or obtaining exemptions from the
qualification of, the Units for sale with state securities
regulatory authorities.
(iviv) Authority To Enter into Dealer-Manager Agreement.
The General Partner shall have the authority to enter into, on
behalf of the Partnership, the Dealer-Manager Agreement,
substantially in the form filed as an exhibit to the Registration
Statement, with the Dealer-Manager.
(vv) Authority to Enter into Selling Dealer Agreements.
The General Partner shall have the authority to enter into, on
behalf of the Partnership, or to authorize the Dealer-Manager so
to enter into, separate selling dealer agreements, each
substantially in the form filed as an exhibit to the Registration
Statement (the Selling Dealer Agreements and each a Selling
Dealer Agreement), with NASD-member broker dealers selected by
the General Partner or the Dealer-Manager (the Selling Dealers
and each a Selling Dealer).
(vivi) Authority to Enter Into Escrow Agreement. The
General Partner shall have the authority to enter into, on behalf
of the Partnership, the Escrow Agreement, substantially in the
form filed as an exhibit to the Registration Statement, with the
Escrow Agent, pursuant to which, among other things, the Escrow
Agent shall agree to act as the Escrow Agent with respect to all
Subscription Monies received prior to the Initial Closing Date
and the Escrow Agent shall be entitled to receive for its
services in such capacity such compensation as the General
Partner may deem reasonable under the circumstances, which
compensation shall be deemed to be and shall constitute an
Organization and Offering Expense payable by the General Partner.
(viivii) Reserves. The General Partner shall initially
establish for the Partnership, and shall use its best efforts to
maintain, Reserves may be treated as having been invested or
committed to investment for purposes of Section 8.6 of this
Agreement. Reserves, once expended, need not be restored,
provided, however, that any such Reserves that are restored in
the sole and absolute discretion of the General Partner shall be
restored from Cash From Operations.
(viiiviii) Insurance. The General Partner shall cause the
Partnership to purchase and maintain such insurance policies as
the General Partner deems reasonably necessary to protect the
interests of the Partnership (to the extent that such policies
are not maintained by Lessees, Users or other Persons for the
benefit of the Partnership). The General Partner is authorized,
on behalf of the Partnership, to purchase and pay the premiums
for such types of insurance, including, without limitation,
extended coverage liability and casualty and workers'
compensation, as would be customary for any Person owning
comparable property and engaged in a similar business, and the
General Partner and any Affiliate of the General Partner and
their respective employees and agents may be named as additional
insured parties thereunder, provided the cost of premiums payable
by the Partnership is not increased thereby. Notwithstanding the
foregoing, the Partnership shall not incur or assume the cost of
any portion of any insurance which insures any party against any
liability the indemnification of which is prohibited by Section
6.3 of this Agreement.
(ix) Reinvestment. During the Reinvestment Period, the
Partnership may reinvest all or a substantial portion of its Cash
From Operations and Cash From Sales in additional Investments in
furtherance of, and consistent with, the Partnership's purposes
and investment objectives set forth in Sections 3.1 and 3.2.
(x) Transactions with the General Partner. The General
Partner and its Affiliates (including programs sponsored by the
General Partner and its Affiliates) may purchase or otherwise
make investments in Equipment in its own name, an Affiliate's
name, the name of a nominee or nominees, or a trust or trustees
or otherwise temporarily (generally not more than six (6) months)
hold title thereto for the purpose of facilitating the
acquisition of such Equipment by the Company; provided, however,
that the Company will not acquire Equipment from a Program in
which the Manager or any of its Affiliates has an interest.
(cc) Delegation of Powers.
Except as otherwise provided under this Agreement or by law, the
General Partner may, in its sole and absolute discretion, delegate all
or any of its duties under this Agreement to, and may elect, employ,
contract or deal with, any Person (including, without limitation, any
Affiliate of the General Partner).
(dd) Reliance by Third Parties.
No Person dealing with the Partnership or its assets, whether as
assignee, lessee, purchaser, mortgagee, grantee or otherwise, shall be
required to investigate the authority of the General Partner in
selling, assigning, leasing, mortgaging, conveying or otherwise dealing
with any Investments or other assets or any part thereof, nor shall any
such assignee, lessee, purchaser, mortgagee, grantee or other Person
entering into a contract with the Partnership be required to inquire as
to whether the approval of the Partners for any such assignment, lease,
sale, mortgage, transfer or other transaction has been first obtained.
Any such Person shall be conclusively protected in relying upon a
certificate of authority or of any other material fact signed by the
General Partner, or in accepting any instrument signed by the General
Partner in the name and behalf of the Partnership or the General
Partner.
6.22 Limitations on the Exercise of Powers of General Partner.
The General Partner shall have no power to take any action
prohibited by this Agreement or by the Delaware Act. Furthermore, the
General Partner shall be subject to the following in the administration
of the Partnership's business and affairs:
(aa) Limitations on Indebtedness.
From and after the date when all Capital Contributions have been
invested or committed to investment in Investments and Reserves, used
to pay permitted Front-End Fees or returned to the Limited Partners (as
provided in Section 8.7, below), the Partnership shall not incur or
assume additional Indebtedness in connection with the acquisition of
any Investment to the extent that the sum of (i) the principal amount
of any such additional Indebtedness plus (ii) the aggregate principal
amount of all Indebtedness then outstanding would exceed 80% of the
aggregate Purchase Price paid by the Partnership for Investments then
held by the Partnership (inclusive of any Investment then being
acquired). Notwithstanding the foregoing, in the event all Capital
Contributions exceed $25,000,000 the limitation on Indebtedness set
forth in subsection (ii) of the preceding sentence shall be reduced by
0.0000003% for each dollar by which all Capital Contributions exceeds
$25,000,000. Following the Offering Period and to the extent the
limitations in the immediately preceding sentence require leverage of
less than 75%, the Partnerships' permitted leverage may rise to 75% at
the time reinvestment proceeds are reinvested by the Partnership.
(bb) Investment Company Status.
The General Partner shall use its best efforts to assure that the
Partnership shall not be deemed an investment company as such term is
defined in the Investment Company Act of 1940, as amended.
(cc) Sales and Leases of Equipment From or to the General
Partner and its Affiliates.
The Partnership shall neither purchase or lease Investments from,
nor sell or lease Investments to, the General Partner or any Affiliate
of the General Partner (including, without limitation, any Program in
which the General Partner or any such Affiliate has an interest) except
as provided in this Section. The Sponsor shall not purchase any
equipment or Financing Transactions from the Partnership or any
affiliated program which it has sponsored (whether held by them on an
interim basis or otherwise. Notwithstanding the first sentence of this
Section (c), the Partnership may purchase Affiliated Investments if:
(ii) the General Partner determines that the making of such
Affiliated Investment is in the best interests of the Partnership;
(iiii) such Investment is purchased by the Partnership at a
Purchase Price which does not exceed the sum of (A) the net cost
to the General Partner or such Affiliate of acquiring and holding
same (adjusted for any income received and expenses paid or
incurred while holding same) plus (B) any compensation to which
the General Partner and any Affiliate of the General Partner is
otherwise entitled pursuant to this Agreement;
(iiiiii) there is no difference in the interest terms of the
Indebtedness secured by the Investment at the time it is acquired
by the General Partner or such Affiliate and the time it is
acquired by the Partnership;
(iviv) neither the General Partner nor any Affiliate of the
General Partner realizes any gain, or receives any other benefit,
other than compensation for its services, if any, permitted by
this Agreement, as a result of the Partnership making such
Affiliated Investment; and
(vv) at the time of transfer thereof to the Partnership, the
General Partner or such Affiliate had held such Affiliated
Investment on an interim basis (generally not longer than six
months) for the purposes of (A) facilitating the acquisition of
such Investment by the Partnership, (B) borrowing money or
obtaining financing for the Partnership or (C) any other lawful
purpose related to the business of the Partnership.
(dd) Loans to or from the General Partner and its Affiliates.
No loans may be made by the Partnership to the General Partner or
any Affiliate of the General Partner. The General Partner or any
Affiliate of the General Partner, however, may, from time to time, loan
or advance funds to the Partnership (each such loan or advance being
hereinafter called a Partnership Loan) in accordance with this
Section 6.2(d). The terms of any Partnership Loan permitted to be made
hereunder shall include the following:
(ii) any interest payable by the Partnership in connection with
such Partnership Loan shall be charged at an annual rate of
interest not in excess of the lesser of the following: (A) the
rate of interest payable by the General Partner or such Affiliate
in connection with such borrowing (in the event that the General
Partner or any Affiliate shall borrow money for the specific
purpose of making such Partnership Loan), (B) the rate of
interest that would be charged to the Partnership (without
reference to the General Partner's or such Affiliate's financial
abilities or guarantees) by unrelated lending institutions on a
comparable loan for the same purpose in the same geographic area
(if neither the General Partner nor any such Affiliate has
borrowed money to make such Partnership Loan) or (C) a rate of
interest equal to the rate of interest from time to time
announced by The Chase Manhattan Bank (National Association) at
its principal lending offices in New York, New York as its prime
lending rate plus 3% per annum;
(iiii) all payments of principal and interest on such
Partnership Loan shall be due and payable within twelve months
after the date on which such Partnership Loan is made; and
(iiiiii) neither the General Partner nor any such Affiliate may
receive points or other financial charges or fees in any amount
in respect of such Partnership Loan (except that the General
Partner or such Affiliate may be reimbursed, dollar for dollar,
for the actual reasonable out-of-pocket expenses (including,
without limitation, any points or other financial charges or
fees) incurred by it in connection with the making of such
Partnership Loan), provided that nothing in this clause (iii)
shall prohibit any increase in Acquisition Fees and Management
Fees otherwise payable to the General Partner or such Affiliate
in accordance with this Agreement, notwithstanding that such
increase may be an indirect result of the making of such
Partnership Loan.
If the General Partner or any Affiliate of the General Partner
purchases Equipment in its own name and with its own funds in order to
facilitate ultimate purchase by the Partnership, the General Partner or
such Affiliate, as the case may be, shall be deemed to have made a
Partnership Loan in an amount equal to the purchase price paid for such
Equipment and shall be entitled to receive interest on such amount in
accordance with clause (i) above. Any advances made by the General
Partner or any Affiliate of the General Partner for the purpose of
paying Organizational and Offering Expenses shall not constitute a
Partnership Loan, but shall be reimbursed to the General Partner or
such Affiliate (to the extent possible) from the O & O Expense
Allowance without interest thereon in accordance with, and to the
extent provided in, Section 6.4(e) of this Agreement.
(ee) No Exchange of Interests for Investments.
The Partnership shall not acquire any Investments in exchange for
Interests in the Partnership.
(ff) Joint Venture Investments.
The Partnership may make Investments in Joint Ventures, provided
that:
(i) the General Partner shall have determined that:
(AA) such Investment is in the best interests of the
Partnership; and
(BB) such Investment shall not result in duplicate
fees to the General Partner or any Affiliate of the
General Partner;
(ii) in the case of any Joint Venture with any
non-Affiliated Person, the Partnership must acquire a controlling
interest in such Joint Venture and the non-Affiliate must acquire
the non-controlling interest therein and such Joint Venture must
own and lease specific Equipment and/or invest in one or more
specific Financing Transactions; and
(iii) in the case of any Joint Venture with any Program
sponsored by the General Partner or any Affiliate of the General
Partner, all of the following conditions are met:
(AA) all Programs, including the Partnership,
participating in such Joint Venture shall have
substantially identical investment objectives and shall
participate in such Joint Venture on substantially the
same terms and conditions;
(BB) the compensation payable by the Partnership to
the General Partner or any Affiliate of the General
Partner by the Partnership and by each other Program
sponsored by any of them in connection with such Joint
Venture shall be substantially identical;
(CC) the Partnership shall have a right of first
refusal with respect to the purchase of any equipment
or other tangible or intangible personal property or
financing transactions held by such Joint Venture; and
(DD) the purpose of such Joint Venture shall be either
(1) to effect appropriate diversification for the
Partnership and the other Programs participating in
such Joint Venture or (2) to relieve the Sponsor or one
or more Programs sponsored by it of the obligation to
acquire, or to acquire from any of them, equipment or
other tangible or intangible personal property or
financing transactions at any time subject to a
purchase commitment entered into pursuant to Section
6.2(c) of this Agreement.
Subject to the other provisions of this Agreement, the
Partnership may employ, or transact business with, any Person,
notwithstanding the fact that any Partner or any Affiliate thereof may
have (or have had) an interest in or connection with such Person and
provided that neither the Partnership nor the other Partners shall
have any rights by virtue of this Agreement in or to any income or
profits derived therefrom.
(gg) Exchange, Merger, Roll-Up or Consolidation of the
Partnership Prohibited.
The Partnership shall not (i) be a party to any exchange offer,
merger, Roll-Up or similar combination with any other legal entity
(including any Roll-Up Entity) or (ii) reorganize itself if such
reorganization would have the effect of an exchange offer, merger,
Roll-Up or similar combination. Neither the Partnership nor the
General Partner shall solicit, or engage or compensate members, or
persons associated with members, of the NASD to solicit, proxies from
any Limited Partners authorizing any exchange offer, merger, Roll-Up or
similar combination or any such reorganization. The General Partner is
not authorized to take any action inconsistent herewith.
(hh) No Exclusive Listings.
No exclusive listing for the sale of Equipment or other
Investments, or of any other Partnership assets, shall be granted to
the General Partner or any Affiliate of the General Partner.
(ii) Other Transactions Involving the General Partner and its
Affiliates.
Except as specifically permitted by this Agreement, the General
Partner is prohibited from entering into any agreements, contracts or
arrangements on behalf of the Partnership with the General Partner or
any Affiliate of the General Partner. Furthermore, neither the General
Partner nor any such Affiliate shall receive directly or indirectly a
commission or fee (except as permitted by Section 6.4) in connection
with the reinvestment of Cash From Sales and Cash From Operations
(including casualty insurance proceeds) in new Investments. In
addition, in connection with any agreement entered into by the
Partnership with the General Partner or any such Affiliate, no rebates
or give-ups may be received by the General Partner or any such
Affiliate, nor may the General Partner or any such Affiliate
participate in any reciprocal business arrangements that could have the
effect of circumventing any of the provisions of this Agreement.
Neither the General Partner nor any Affiliate shall, directly or
indirectly, pay or award any commissions or other compensation to any
Person engaged by a potential investor as an investment advisor as an
inducement to such Person to advise such potential investor of
interests in a particular Program; provided, however, that this Section
6.2(i) shall not prohibit the payment to any such Person of the
Underwriting Fees and Sales Commissions otherwise in accordance with
the terms of this Agreement.
(j) Transactions with the General Partner.
The General Partner and its Affiliates (including programs
sponsored by the General Partner or its Affiliates) will not buy or
lease Equipment from, or sell or lease Equipment to, the Partnership
except as provided by this Section 6.2(j) and by Section . The
General Partner and its Affiliates (other than programs sponsored by
the General Partner or its Affiliates) shall be permitted to make
acquisitions of Equipment for the Partnership (and assume loans in
connection therewith), provided that (a) such acquisitions are in the
best interests of the Partnership, (b) no benefit arises out of such
acquisitions to the General Partner or its Affiliates by the
Partnership), (c) such Equipment generally is not held by the General
Partner or any such Affiliate for more than six months (provided,
however, that with respect to unspecified Equipment, the General
Partner or its Affiliates shall not intend to hold such Equipment for
more than one hundred and twenty (120) days (but in no event more than
six months) prior to the transfer to the Partnership, and (d) there is
no difference in interest terms of the loans secured by the Equipment
at the time acquired by the General Partner or any such Affiliate and
at the time acquired by the Partnership. The General Partner or any
Affiliate thereof (other than programs sponsored by the General Partner
or its Affiliates) may sell such Equipment to the Partnership at a
price equal to the sum of its cost for such Equipment and any
acquisition costs relating to the prospective selection and acquisition
of or investment in such Equipment (including, but not limited to,
legal fees and expenses, travel and communication expenses, cost of
appraisal, commissions, accounting fees and other related costs) paid
by it with respect to such Equipment.
(kj) Sale of All or Substantially All Assets; Dissolution.
During the Reinvestment Period, the General Partner may not
dissolve the Partnership or sell or otherwise dispose of all or
substantially all of the assets of the Partnership without the Consent
of the Majority Interest.
(l) No Investments in Limited Partnership Interests of other
Programs.
The Partnership shall not invest in limited partnership interests
of any other Program; provided, however, that nothing herein shall
preclude the Partnership from making investments in Joint Ventures, to
the extent and in the manner provided in this Section.
6.33 Limitation on Liability of General Partner and its
Affiliates; Indemnification.
(a) The General Partner, and any Affiliate engaged in the
performance of services on behalf of the Partnership (hereinafter
sometimes referred to as an Indemnitee), shall, except as provided to
the contrary in this Section 6.3, (i) be indemnified by the Partnership
from assets of the Partnership (and not by the Limited Partners) for
any liability, loss, cost and expense of litigation (collectively
referred to herein as Liabilities) suffered by such Indemnitee, and
(ii) have no liability, responsibility, or accountability in damages or
otherwise to the Partnership or any Partner for any loss suffered by
the Partnership or any Partner, which arises out of any action or
inaction of such Indemnitee if (A) the General Partner has determined,
in good faith, that such course of conduct was in the best interests of
the Partnership and (B) such course of conduct did not constitute
negligence or misconduct by such Indemnitee. Notwithstanding the
foregoing, each Indemnitee shall be liable, responsible and
accountable, and the Partnership shall not be liable to any such
Indemnitee for any portion of such Liabilities, which resulted from
such Indemnitee's own fraud, negligence, misconduct or, if applicable,
breach of fiduciary duty to the Partnership or any Partner, as
determined by a court of competent jurisdiction. Subject to Section
6.3(c) hereof, if any action, suit, or proceeding shall be pending
against the Partnership or an Indemnitee which is alleged to relate to,
or arise out of, any action or inaction of the General Partner or any
Affiliate, the Partnership shall have the right to employ, at the
expense of the Partnership, separate counsel of its choice in such
action, suit, or proceeding.
Any amounts payable by the Partnership to an Indemnitee pursuant
to this Section 6.3 shall be recoverable only out of the assets of the
Partnership and no Limited Partner shall have any personal liability on
account thereof. The Partnership shall not incur or assume the cost of
that portion of liability insurance which insures the General Partner
or any Affiliate for any liability as to which the General Partner or
such Affiliate is prohibited from being indemnified pursuant to this
Section 6.3.
(b) The Partnership shall not furnish indemnification to an
Indemnitee or to any person acting as a Selling Dealer for any
Liabilities imposed by a judgment in a suit arising from or out of a
violation of federal or state securities laws unless (i)(A) there has
been a successful adjudication on the merits in favor of such
Indemnitee or Selling Dealer on each count involving alleged securities
laws violations by such Indemnitee or Selling Dealer, (B) such claims
have been dismissed with prejudice on the merits by a court of
competent jurisdiction or (C) a court of competent jurisdiction shall
have approved a settlement of the claims against the Indemnitee and
indemnification in respect of the costs thereof, and (ii) the court
shall have been advised by the General Partner as to the current
position of the Securities and Exchange Commission, the Securities
Divisions of the Commonwealths of Massachusetts and Pennsylvania, the
States of Missouri and Tennessee and any other relevant regulatory body
with respect to the issue of indemnification for securities law
violations.
(c) The provision of advances from Partnership funds to an
Indemnitee for legal expenses and other costs incurred as a result of
any legal action initiated against an Indemnitee by a Limited Partner
of the Partnership in his capacity as such is prohibited. However, the
provision of advances from Partnership funds to an Indemnitee for legal
expenditures and other costs incurred as a result of any initiated
suit, action or proceeding is permissible only if (i) such suit, action
or proceeding relates to or arises out of, or is alleged to relate to
or arise out of, any action or inaction on the part of the Indemnitee
in the performance of its duties or provision of its services on behalf
of the Partnership; (ii) such suit, action or proceeding is initiated
by a third party who is not a Limited Partner; and (iii) the Indemnitee
undertakes to repay any funds advanced pursuant to this Section 6.3 in
cases in which such Indemnitee would not be entitled to indemnification
under 6.3(a) and 6.3(b). If advances are permissible under this
Section 6.3, the Indemnitee shall furnish the Partnership with an
undertaking as set forth in the foregoing sentence and shall thereafter
have the right to bill the Partnership for, or otherwise request that
the Partnership pay, at any time and from time to time after such
Indemnitee has become obligated to make payment therefor, any and all
amounts for which such Indemnitee believes in good faith that such
Indemnitee is entitled to indemnification under this Section 6.3. The
Partnership shall pay any and all such bills and honor any and all such
requests for payment for which the Partnership is liable as determined
above. In the event that a final determination is made that the
Partnership is not so obligated in respect to all or any portion of the
amounts paid by it or if the Indemnitee enters into a stipulation or
settlement with like effect, such Indemnitee will refund such amount,
plus interest thereon at the then prevailing market rate of interest,
within 60 days of such final determination, and in the event that a
final determination is made that the Partnership is so obligated in
respect to any amount not paid by the Partnership to a particular
Indemnitee or if the Partnership enters into a stipulation or
settlement with like effect, the Partnership will pay such amount to
such Indemnitee.
6.44 Compensation of General Partner and its Affiliates.
Neither the General Partner nor any Affiliate of the General
Partner shall, in their respective capacities as such, receive any
salary, fees, profits, distributions or other compensation except in
accordance with this Section 6.4.
(aa) Allocations and Distributions.
The General Partner shall be entitled to receive the allocations
and distributions provided for under Section 8 in respect of the
Interest held by it as General Partner.
(bb) Underwriting Fees.
Underwriting Fees shall be paid by the Partnership to the
Dealer-Manager in respect of each Unit sold.
(cc) Sales Commissions.
Sales Commissions shall be paid by the Partnership to the
Dealer-Manager and each Selling-Dealer in respect of the respective
Units sold by each of them, provided that no Sales Commissions shall be
payable by the Partnership in respect of any Units sold to Affiliated
Limited Partners.
(dd) Due Diligence Expenses.
Due Diligence Expenses actually incurred in connection with the
Offering shall be paid or reimbursed by the Partnership to the
Dealer-Manager and each Selling Manager, provided that the
Dealer-Manager shall be entitled to payment of or reimbursement for Due
Diligence Expenses only after each Selling Dealer (whether prospective
or actual) shall have first been paid or reimbursed for all Due
Diligence Expenses of such Selling Dealer, and provided, further, that
the amount of Due Diligence Expenses actually paid to the
Dealer-Manager shall reduce, dollar-for-dollar, the amount of the O & O
Expense Allowance otherwise payable by the Partnership to the General
Partner pursuant to Section 6.4(e) of this Agreement.
(ee) O & O Expense Allowance.
The Partnership shall pay, immediately following each Closing
Date, the O & O Expense Allowance to the General Partner, whether or
not the full amount thereof is actually incurred by the General Partner
or any Affiliate of the General Partner, without deduction for
Underwriting Fees and Sales Commissions. The General Partner shall
distribute to the Dealer-Manager all or such portion of the O & O
Expense as the General Partner shall, in its sole and absolute
discretion, deem appropriate and the Partnership shall have no separate
liability to the Dealer-Manager for any Organizational and Offering
Expenses incurred by it. The General Partner shall bear any
Organizational and Offering Expenses incurred by the General Partner or
any Affiliate of the General Partner (including, without limitation,
the Dealer-Manager) in excess of the O & O Expense Allowance.
(ff) Acquisition Fees.
In connection with any Investment, the Partnership shall pay to
the General Partner, for services rendered in connection with acquiring
such Investment, an Acquisition Fee equal to the difference (to the
extent greater than zero) between (i) 3.0% of the Purchase Price paid
by the Partnership for any (A) item of Equipment or (B) Financing
Transaction, as the case may be, and (ii) the aggregate amount of
Acquisition Fees paid by or on behalf of the Partnership to any other
Person in connection with such Investment; provided, however, that:
(ii) no Acquisition Fees may be paid by or on behalf of the
Partnership to any finder or broker that is an Affiliate of the
General Partner;
(iiii) the Partnership shall not pay any Acquisition Fees, or
part thereof, that would cause the Partnership's Investment in
Equipment and Financing Transactions to be less than the greater
of (x) 80% of the Gross Offering Proceeds from the Partnership's
sale of Units, reduced by .0625% for each 1% of Indebtedness
encumbering any Investment acquired by the Partnership, or (y)
75% of such Gross Offering Proceeds; and
(iiiiii) the aggregate sum of (A) Acquisition Fees and (B) all
other Front-End Fees, which, in each case, may be paid to any
Person pursuant to this Agreement in connection with all
Investments made by the Partnership from any source (including,
without limitation, Net Offering Proceeds, Partnership
indebtedness or reinvestment of excess Cash Flows) shall not
exceed an amount equal to the product of multiplying (x) the
Gross Offering Proceeds by (y) a percentage equal to (1) 100%
minus (2) the greater of the two percentages calculated under
clause (x) or clause (y) of subsection 6.4(f)(ii), above.
The following are examples of application of the formula in
clause (ii), above:
(1) No Indebtedness - 80% to be committed to Investment in
Equipment and Financing Transactions.
(2) 50% Indebtedness - 50% x .0625% = 3.125%
80% - 3.125% = 76.875% to be committed to
Investment in Equipment and Financing Transactions.
(3) 80% Indebtedness - 80% x .0625% = 5%
80% - 5% = 75% to be committed to Investment in
Equipment and Financing Transactions.
To calculate the percentage of Indebtedness encumbering
Investments, the aggregate amount of such Indebtedness shall be
divided by the aggregate Purchase Price (without deduction for
Front-End Fees) paid for all Investments. Such percentage of
Indebtedness so calculated would be multiplied by .0625% to
determine the percentage to be deducted from 80%.
Where the Partnership purchases an item of Equipment or any
Financing Transaction from the General Partner or one of its Affiliates
pursuant to Section 6.2(d) for a Purchase Price which includes an
Acquisition Fee amount, such Acquisition Fee amount shall be deemed
paid pursuant to this Section 6.4(d) and there shall be no duplicative
payment thereof.
(gg) Management Fees.
Each month, for management services rendered, the Partnership
shall pay to the General Partner such portion of the Management Fees as
shall be attributable to Gross Revenues actually received by the
Partnership during such month; provided that Management Fees shall be
payable solely out of Gross Revenues received during the month in which
paid; and provided, further, that such Management Fees shall be paid in
any month only after payment of any accrued and unpaid First Cash
Distributions for such month and for any previous month (in each case,
up to an amount equal to 8.0% per annum of each respective Limited
Partner's unreturned Capital Contribution), and, to the extent that the
Partnership does not have sufficient Cash From Operations in any month
to pay such proportion of all such First Cash Distributions, the
payment of such Management Fees shall be deferred and paid, without
interest, in the next following month in which the Partnership
generates sufficient Cash From Operations for the payment thereof.
(hh) Subordinated Remarketing Fees.
For rendering services in connection with the sale of any
Investment, the Partnership shall pay to the General Partner the
applicable Subordinated Remarketing Fee; provided that:
(ii) no such Subordinated Remarketing Fee shall be paid in
connection with the sale of any Investment to the extent that the
Cash From Sales realized thereby is reinvested in additional
Investments;
(ii) in no event shall any such Subordinated Remarketing Fee be
paid prior to Payout; and
(iii) the General Partner shall not be entitled to receive any
amount of Subordinated Remarketing Fees to the extent that such
amount would cause the total commissions paid to all Persons, in
connection with the sale of such Investments, to exceed a fee for
such services which is reasonable, customary and competitive in
light of the size, type and location of such Investment.
After Payout, any and all Subordinated Remarketing Fees previously
earned by the General Partner shall be paid, without any interest
thereon, by the Partnership, prior to any other distributions to the
Partners.
(ii) Partnership Expenses.
(i) Reimbursement. Except as otherwise provided in this
Section 6.4(i), expenses of the Partnership, other than those
incurred and otherwise reimbursed in accordance with Sections
6.4(b) through (h), shall be billed directly to and paid by the
Partnership.
(ii) Goods and Third-Party Services. The General Partner and
any Affiliate of the General Partner may be reimbursed for the
actual cost of goods and services used for or by the Partnership
and obtained by it or them from non-Affiliates.
(iii) Administrative Services Provided by the General Partner and
Affiliates. Subject to clause (iv) of this Section 6.4(i), the
General Partner and any Affiliate of the General Partner may be
reimbursed for Operating Expenses which are actually incurred by
it or them in connection with the performance or arrangement of
administrative services reasonably necessary, convenient or
advisable, in the discretion of the General Partner, to the
prudent operation of the Partnership (including, without
limitation, legal, accounting, remarketing and agency expenses)
provided that the reimbursement for same shall be limited to the
lesser of (A) its or their actual cost of providing same or (B)
the amount the Partnership would be required to pay to
non-Affiliates for comparable administrative services in the same
geographic location and provided further, that no reimbursement
is permitted for such services if the General Partner or any such
Affiliate is entitled to compensation in the form of a separate
fee pursuant to other provisions of this Section 6.4.
(iv) Limitations on Reimbursements. Neither the General Partner
nor any Affiliate of the General Partner shall be reimbursed by
the Partnership for amounts expended by it with respect to the
following:
(AA) salaries, fringe benefits, travel expenses or other
administrative items incurred by or allocated to any
Controlling Person of the General Partner or of any such
Affiliate;
(BB) expenses for rent, depreciation and utilities or for
capital equipment or other administrative items (other than
as specified respectively in paragraphs (ii) and (iii) of
this Section 6.4(i), above).
6.55 Other Interests of the General Partner and its Affiliates.
The General Partner shall be required to devote only such time to
the affairs of the Partnership as the General Partner shall, in its
sole and absolute discretion, determine in good faith to be necessary
for the business and operations of the Partnership.
The General Partner and any Affiliate of the General Partner may
engage in, or possess an interest in, business ventures (other than the
Partnership) of every kind and description, independently or with
others, including, but not limited to, serving as sponsor or general
partner of other Programs and participating in the equipment leasing
and financing businesses, whether or not such business ventures may be
competitive with the business or Investments of the Partnership.
Neither the Partnership nor any Limited Partner shall have any rights
in and to such independent ventures or the income or profits therefrom
by reason of the General Partner's position with the Partnership.
Neither the General Partner nor any Affiliate of the General
Partner shall be obligated to present any particular investment
opportunity to the Partnership, and the General Partner and each such
Affiliate shall have the right, subject only to the provisions of the
next following paragraph, to take for its own account (individually or
otherwise), or to recommend to any Affiliated Entity (including the
Partnership), any particular investment opportunity, considering, among
other things, the following factors with respect to itself and each
Affiliated Entity:
(aa) its own and each Affiliated Entity's general investment
objectives and policies, including, without limitation, cash
distribution objectives and leverage policies;
(bb) its own and each Affiliated Entity's existing portfolio,
including the diversification thereof (by type of equipment, by
length of lease term, by industry and by geographic area) and the
effect the making of such investment would have thereon;
(cc) the cash available to it and to each Affiliated Entity for
the purpose of making such investment and the length of time such
funds have been available;
(dd) its own and each Affiliated Entity's current and long-term
liabilities; and
(ee) the estimated income tax consequences of such investment to
it and each Affiliated Entity and to the individual investors
participating therein.
Any conflicts in determining and allocating Investments between the
General Partner and Affiliates on the one hand and the Partnership will
be resolved by the Investment Committee, which will evaluate the
suitability of all prospective lease acquisitions and Financing
Transactions for investment by the Partnership before it makes a
decision about the suitability of the opportunity for the it's own
portfolio. In general, the General Partner intends to apply the
following criteria and the prospective transaction is expected to be
considered for the General Partner's own portfolio only if:
(a) The required cash investment is greater than the cash
available for investment by the Partnership;
(b) The amount of debt is above levels deemed acceptable for the
Partnership;
(c) The equipment type is not appropriate to the Partnership's
objectives, which include, among others, the avoidance of
concentration of exposure to any one class of equipment;
(d) The lessee credit quality does not satisfy the Partnership's
objective of maintaining a high-quality portfolio with low credit
losses while avoiding a concentration of exposure to any
individual lessee or borrower;
(e) The term remaining exceeds the liquidation period guidelines
established in the Partnership Agreement;
(f) The available cash flow (or lack thereof) is not
commensurate with the Partnership's need to make certain
distributions during the Reinvestment Period (as defined);
(g) The transaction structure, particularly with respect to the
end-of-lease options governing the equipment, does not provide
the Partnership with the residual value opportunity commensurate
with the total return requirements of the Partnership; and
(h) The transaction does not comply with the terms and
conditions of the Partnership Agreements.
If, considering such factors and any other appropriate factors,
the General Partner determines that any investment opportunity would be
equally suitable for various Affiliated Entities, the General Partner
shall make such investment opportunity available to such Affiliated
Entities on a rotation basis, with the order of priority determined by
the date of each Affiliated Entity's initial closing.
Notwithstanding the foregoing, until all Capital Contributions
have been invested or committed to investment in Investments and
Reserves, used to pay permitted Front-End Fees or returned to the
Limited Partners (as provided in Section 8.7, below), the General
Partner and each Affiliate of the General Partner shall present to the
Partnership first, before any other Affiliated Entity (including any
Affiliated Entity that the General Partner or any such Affiliate
advises or manages), the opportunity to purchase any Investment meeting
the investment objectives and policies of the Partnership, other than a
Lease relating to:
(i) used equipment previously leased by the General Partner or
any such Affiliate to third parties that becomes available for
re-lease;
(ii) groups of items of equipment to be leased on terms
providing various cost recovery terms for various items, where
the Partnership may not, in accordance with this Agreement,
purchase all items in the group;
(iii) equipment to be leased to a third party on favorable terms,
from a cost recovery viewpoint, subsequent to the lease by the
General Partner or its Affiliates to the same third party of
other items of equipment on substantially less favorable terms;
(iv) equipment as to which a prospective or existing lessee
indicates to the General Partner or its Affiliate that it will
not lease or continue to lease through the General Partner or
such Affiliate unless the General Partner or such Affiliate
acquires and retains such equipment in its own equipment
portfolio; or
(v) equipment subject to a lease that by its terms is not
assignable to an entity such as the Partnership (leases that
permit assignment to a financial institution shall not, without
more, be deemed assignable to the Partnership).
In the event of a conflict between two or more Affiliated
Entities (including the Partnership) that are advised or managed by the
General Partner and that are seeking to re-lease or sell similar
equipment contemporaneously, the first opportunity to re-lease or sell
equipment shall generally be allocated to the Affiliated Entity
attempting to re-lease or sell equipment that was subject to the lease
that expired first or, if two or more leases expire simultaneously, the
lease which was first to take effect; provided, however, that the
General Partner may, in its discretion, otherwise provide opportunities
to re-lease or sell equipment if such equipment is subject to
remarketing commitments or if there are other circumstances, in the
General Partner's judgment, under which the withholding of such an
opportunity would be inequitable or uneconomic for a particular
Affiliated Entity.
If the financing available from time to time to two or more
Affiliated Entities (including the Partnership) is less than the
aggregate amount then sought by them, the available financing shall
generally be allocated to the investment entity that has been seeking
financing the longest.
Nothing in this Section 6.5 shall be deemed to diminish the
General Partner's overriding fiduciary obligation to the Partnership or
to act as a waiver of any right or remedy the Partnership or other
Partners may have in the event of a breach of such obligation.
Section 77. POWERS AND LIABILITIES OF LIMITED PARTNERS.
7.11 Absence of Control Over Partnership Business.
The Limited Partners hereby consent to the exercise by the
General Partner of the powers conferred on the General Partner by this
Agreement. No Limited Partner shall participate in or have any control
over the Partnership's business or have any right or authority to act
for, or to bind or otherwise obligate, the Partnership (except one who
is also the General Partner, and then only in its capacity as the
General Partner). No Limited Partner shall have the right to have the
Partnership dissolved and liquidated or to have all or any part of such
Limited Partner's Capital Contribution or Capital Account returned
except as provided in this Agreement.
7.22 Limited Liability.
The liability of each Limited Partner in such capacity shall be
limited to the amount of such Limited Partner's Capital Contribution
and pro rata share of any undistributed Profits and other assets of the
Partnership. Except as may otherwise be required by law or by this
Agreement, after the payment of all Subscription Monies for the Units
purchased by such Limited Partner, no Limited Partner shall have any
further obligations to the Partnership, be subject to any additional
assessment or be required to contribute any additional capital to, or
to loan any funds to, the Partnership.
No Limited Partner shall have any personal liability on account
of any obligations and liabilities of, including any amounts payable
by, the Partnership under or pursuant to, or otherwise in connection
with, this Agreement or the conduct of the business of the Partnership.
Section 88. DISTRIBUTIONS AND ALLOCATIONS.
8.11 Distribution of Distributable Cash From Operations and
Distributable Cash From Sales.
(aa) During the Reinvestment Period, the General Partner shall
determine in its sole discretion what portion, if any, of the
Partnership's Distributable Cash From Operations and Distributable Cash
From Sales shall be invested and reinvested in additional Investments
and which portion shall be distributed to the Partners; provided,
however, that the General Partner shall not reinvest, but shall
distribute to the extent available, Distributable Cash From Operations
and Distributable Cash From Sales to Limited Partners in an amount
equal to the following amounts for the periods specified (pro rated, as
necessary, for periods of less than one year):
(i) For the period beginning with a Limited Partner's admission
to the Partnership and ending with the expiration or termination
of the Reinvestment Period, each Limited Partner shall be
entitled to receive monthly cash distributions, to the extent
that Distributable Cash From Operations and Distributable Cash
From Sales are sufficient for such purpose. The annual amount of
such distributions will be computed by multiplying 10.75% by each
Limited Partner's respective original Capital Contribution
reduced by any portion thereof which has been (A) returned to
such Limited Partner pursuant to Section 8.6, or (B) redeemed by
the Partnership pursuant to Section 10.5, of this Agreement. A
ratable portion (i.e., one-twelfth) of such annual distribution
amount shall be payable monthly; and
Any portion of the monthly distribution amounts described in this
clause (i) which exceeds the sum of Distributable Cash From
Operations and Distributable Cash From Sales for any year (if
any) shall be distributable (if at all) solely at the discretion
of the General Partner. Each monthly cash distribution amount
shall be computed as provided in the preceding sentence on a
non-cumulative basis (that is, without increase for any portion
of the monthly cash distribution amount computed pursuant to this
clause (i) which the Partnership is unable to make, and without
reduction for any cash distributions actually made, in any prior
period.
(ii) Each Limited Partner is entitled to receive monthly cash
distributions (if the distributions described in paragraph (i)
above are not adequate) in amounts which would permit the Limited
Partners to pay federal income taxes resulting from Partnership
Operations (assuming that all Limited Partners are subject to
income taxation at the highest marginal federal income tax rate
(determined without regard to state, if any) on taxable income of
the Partnership. Such distributions will be made, to the extent
that Distributable Cash From Operations and Distributable Cash
From Sales are sufficient for such purpose.
(bb) During the Disposition Period, no Available Cash From
Operations or Available Cash From Sales shall be reinvested in
additional Investments, and all Available Cash From Operations and
Available Cash From Sales shall be distributed to the Partners.
(cc) Distributions of Distributable Cash From Operations and
Distributable Cash From Sales (collectively, Distributable Cash)
shall be made to the Partners monthly. Subject to Section 8.1(a), the
amount of each such monthly distribution shall be determined by the
General Partner, in its sole discretion, based upon the amount of the
Partnership's then available Distributable Cash and other funds of the
Partnership and the General Partner's estimate of the Partnership's
total Distributable Cash for such Fiscal Year. Prior to Payout,
distributions pursuant to this Section 8.1(c) shall be made 99% to the
Limited Partners and 1% to the General Partner; provided, however, that
prior to the admission to the Partnership of any Limited Partners, such
distributions shall be made 1% to the Original Limited Partner and 99%
to the General Partner. After Payout, distributions pursuant to this
Section 8.1(c) shall be tentatively attributed and distributed 90% to
the Limited Partners and 10% to the General Partner; provided, however,
that, if at the time of Payout, each respective Limited Partner has not
yet received total cash distributions pursuant to this Section 8.1(c)
equal to 150% of such Limited Partner's original Capital Contribution
(reduced by any amounts paid to such Limited Partner (i) as a return of
his uninvested Capital Contributions pursuant to Section 8.6 and (ii)
in redemption of his Units pursuant to Section 10.5), distributions
shall continue to be made 99% to the Limited Partners and 1% to the
General Partner until the total cash distributions made to the Limited
Partners equal 150% of the Limited Partners' aggregate original Capital
Contributions. The amount tentatively attributed to the General
Partner pursuant to the previous sentence and not theretofore
distributed to the General Partner shall be distributed to the General
Partner, without interest, out of the first Distributable Cash
available to the Partnership after the Limited Partners have received
distributions equal to 150% of their aggregate original Capital
Contributions.
A-137
(dd) Notwithstanding the provisions of Section 8.1(c),
distributions of Distributable Cash made during the Disposition Period
shall be made in accordance with the provisions of Section 11.3.
8.22 Allocations of Profits and Losses.
(aa) The Profits and Losses of the Partnership shall be
determined for each Fiscal Year or Fiscal Period.
(bb) Except as otherwise provided in this Agreement, whenever a
proportionate part of the Partnership's Profits or Losses is allocated
to a Partner, every item of income, gain, loss or deduction entering
into the computation of such Profits or Losses, or arising from the
transactions with respect to which such Profits or Losses were
realized, shall be allocated to such Partner in the same proportion.
(cc) Profits for any Fiscal Period during the Reinvestment
Period shall be allocated to the Partners as follows:
(iii) first, 1% to the General Partner and 99% to the Limited
Partners until the Limited Partners have been allocated Profits
equal to the excess, if any, of their aggregate Unpaid Target
Distributions over their aggregate Capital Account balances;
(iiiii) next, in a manner that will cause (A) the excess of the
Limited Partners' aggregate Capital Account balances over the
amount of their aggregate Unpaid Target Distributions and (B) the
General Partner's Capital Account balance, to be in the ratio of
90% to 10%; and
(iiiii) thereafter, 90% to the Limited Partners and 10% to the
General Partner.
(dg) Profits for any Fiscal Period during the Disposition Period
shall be allocated to the Partners as follows:
(ii) first, to the Partners in proportion to and to the extent
of the deficit balances, if any, in their respective Capital
Accounts;
(iiii) next, 1% to the General Partner and 99% to the Limited
Partners until the Limited Partners have been allocated Profits
equal to the excess, if any, of their aggregate Unpaid Target
Distributions over their aggregate Capital Account balances;
(iiiiii) next, in a manner that will cause (A) the excess of the
Limited Partners' aggregate Capital Account balances over the
amount of their aggregate Unpaid Target Distributions and (B) the
General Partner's Capital Account balance, to be in the ratio of
90% to 10%; and
(iviv) thereafter, 90% to the Limited Partners and 10% to the
General Partner.
(eh) Losses for any Fiscal Period shall be allocated to the
Partners as follows:
(ii) first, 1% to the General Partner and 99% to the Limited
Partners until the Limited Partners have been allocated Losses
equal to the excess, if any, of their aggregate Capital Account
balances over their aggregate Adjusted Capital Contributions;
(iiii) next, to the Partners in proportion to and to the extent
of their respective remaining positive Capital Account balances,
if any; and
(iiiiii) thereafter, 1% to the General Partner and 99% to the
Limited Partners; provided, however, that if and to the extent
that an allocation of Losses to any Limited Partner pursuant to
this Section 8.2(e) or Section 8.2(f) would result in any Limited
Partner having an Adjusted Capital Account Deficit, such Losses
shall be allocated to all other Partners in accordance with this
Section 8.2(e) and, when no Limited Partner can be allocated any
such Losses without violating the limitation contained in this
proviso, such remaining Losses shall be allocated to the General
Partner.
(fi) Special Allocations.
The following special allocations shall, except as otherwise
provided, be made prior to allocations in Section 8.2(a)-(e) in the
following order:
(ii) Minimum Gain Charge-Back. Notwithstanding any other
provision of this Section 8, if there is a net decrease in
Partnership Minimum Gain or in any Partner Nonrecourse Debt
Minimum Gain during any Fiscal Period, prior to any other
allocation pursuant this Section 8, each Partner shall be
specifically allocated items of Partnership income and gain for
such Fiscal Period (and, if necessary, subsequent Fiscal Periods)
in an amount and manner required by Treas. Reg. Sections
1.704-2(f) and 1.704-2(i)(4) or any successor provisions. The
items to be so allocated shall be determined in accordance with
Treas. Reg. Section 1.704-2(j)(2) or any successor provision.
(iiii) Partnership Nonrecourse Deductions. Partnership
Nonrecourse Deductions for any Fiscal Period shall be allocated
99% to the Limited Partners and 1% to the General Partner.
(iiiiii) Partner Nonrecourse Deductions. Partner Nonrecourse
Deductions for any Fiscal Period shall be allocated to the
Partner who made or guaranteed or is otherwise liable with
respect to the loan to which such Partner Nonrecourse Deductions
are attributable in accordance with principles of Treas. Reg.
Section 1.704-2(i) or any successor provision.
(iviv) Qualified Income Offset. If in any Fiscal Period, any
Partner has an Adjusted Capital Account Deficit, whether
resulting from an unexpected adjustment, allocation or
distribution described in Treas. Reg. Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) or otherwise, such Partner
shall be allocate items of Partnership income and gain
(consisting of a pro rata portion of each item of Partnership
income, including gross income, and gain for such Fiscal Period)
sufficient to eliminate such Adjusted Capital Account Deficit as
quickly as possible, to the extent required by such Treasury
Regulation. It is the intention of the parties that this
allocation provision constitute a qualified income offset
within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(d).
(vv) Curative Allocations. The special allocations provided
for in the proviso of Section 8.2(e) and in
Sections 8.2(f)(i)-(iv) are intended to comply with certain
requirements of Treas. Reg. Sections 1.704-1 and 1.704-2. To the
extent that any of such special allocations shall have been made,
subsequent allocations of income, gains, losses and deductions
and items thereof (curative allocations) shall be made as soon
as possible and in a manner so as to cause, to the extent
possible without violating the requirements of Treas. Reg.
Sections 1.704-1 and 1.704-2, the Partners' Capital Account
balances to be as nearly as possible in the same proportions in
which they would have been had such special allocations not
occurred. In making such curative allocations, due regard shall
be given to the character of the Profits and Losses and items
thereof that were originally allocated pursuant to the provision
of Sections 8.2(e) and Sections 8.2(f)(i)-(iv) in order to put
the Partners as nearly as possible in the positions in which they
would have been had such special allocations not occurred.
If the General Partner determines, after consultation with
Tax Counsel, that the allocation of any item of Partnership
income, gain, loss or deduction is not specified in this Section
8 (an unallocated item), or that the allocation of any item of
Partnership income, gain, loss or deduction hereunder is clearly
inconsistent with the Partners' economic interests in the
Partnership determined by reference to this Agreement, the
general principles of Treas. Reg. Section 1.704-1(b) and the
factors set forth in Treas. Reg. Section 1.704-1(b)(3)(ii) (a
misallocated item), then the General Partner may allocate such
unallocated items and reallocate such misallocated items, to
reflect such economic interests.
(vivi) Special Allocation of State, Local and Foreign Taxes.
Any state, local or foreign taxes imposed on the Partnership by
reason of a Partner being a citizen, resident or national of such
state, locality or foreign jurisdiction, including any item(s) of
taxable income or tax loss resulting therefrom, shall be
specially allocated to such Partner.
(viivii) Transactions with Partnership. If, and to the extent
that, any Partner is deemed to recognize any item of income,
gain, loss, deduction or credit as a result of any transaction
between such Partner and the Partnership pursuant to Code
Sections 482, 483, 1272-1274, 7872 or any similar provision now
or hereafter in effect, any corresponding Profits or Losses or
items thereof shall be allocated to the Partner who was charged
with such item.
(viiiviii) Fees and Commissions Paid to General Partner. It is
the intent of the Partnership that any amount paid or deemed paid
to the General Partner as a fee or payment described in Section
6.4 shall be treated as a guaranteed payment or a payment to a
partner not acting in his capacity as a partner pursuant to
Section 707(c) of the Code to the extent possible. If any such
fee or payment is deemed to be a distribution to the General
Partner and not a guaranteed payment or a payment to a partner
not acting in his capacity as a partner, the General Partner
shall be allocated an amount of Partnership gross ordinary income
equal to such payment.
(ixix) Selling Commissions, Underwriting Fees, Acquisition Fees
and O & O Expense Allowance. Selling Commissions, Underwriting
Fees, Acquisition Fees and the O & O Expense Allowance shall be
allocated 100% to the Limited Partners. Organizational and
Offering Expenses, in excess of Sales Commissions, Underwriting
Fees and the O & O Expense Allowance, shall be allocated 100% to
the General Partner.
8.33 Distributions and Allocations Among the Limited Partners.
(aa) Except to the extent otherwise provided herein, all
distributions of Distributable Cash and all allocations of Profits and
Losses and items thereof for any Fiscal Year or Fiscal Period shall be
distributed or allocated, as the case may be, among the Limited
Partners in proportion to their respective numbers of Units. Each
distribution of Distributable Cash shall be made to the Limited
Partners (or their respective assignees) of record as of the last day
of the month next preceding the date on which such distribution is
made.
(bb) All distributions of Distributable Cash and all allocations
of Profits and Losses or items thereof for any Fiscal Year in which any
Limited Partners are admitted to the Partnership, shall be allocated
among the Limited Partners as follows:
(ii) first, the Operations and Sales of the Partnership shall
be deemed to have occurred ratably over such Fiscal Year,
irrespective of the actual results of Operations or Sales of the
Partnership;
;
(ii) second, all Profits and Losses for such Fiscal Year shall be
allocated among the Limited Partners in the ratio that the number
of Units held by each Limited Partner multiplied by the number of
days in such Fiscal Year that such Units were held by such
Limited Partner bears to the sum of that calculation for all
Limited Partners; and
(iiiv) third, all monthly distributions of cash made to the
Limited Partners pursuant to Section 8.1(c) shall be distributed
among the Limited Partners in the ratio that the number of Units
held by each Limited Partner multiplied by the number of days in
the month preceding the month in which the distribution is made
that such Units were held by such Limited Partner bears to the
sum of that calculation for all Limited Partners. If the General
Partner determines at any time that the sum of the monthly
distributions made to any Limited Partner during or with respect
to a Fiscal Year does not (or will not) properly reflect such
Limited Partner's share of the total distributions made or to be
made by the Partnership for such Fiscal Year, the General Partner
shall, as soon as practicable, make a supplemental distribution
to such Limited Partner, or withhold from a subsequent
distribution that otherwise would be payable to such Limited
Partner, such amount as shall cause the total distributions to
such Limited Partner for such Fiscal Year to be the proper
amount.
(cc) In the event of a transfer of a Unit during a Fiscal Year
in accordance with Section 10, the transferor and transferee shall be
allocated a ratable share of Profits and Losses for such Fiscal Year
based on the number of days in such Fiscal Year that each held such
transferred Units. Monthly distributions made by the Partnership in
accordance with Section 8.1(c) shall be allocated between the
transferor and transferee (and subsequently adjusted, if necessary) in
the manner set forth in clause (iv) and the last sentence of Section
8.3(b).
(d) Each distribution made to a Limited Partner pursuant to
Section 8.1(c), 8.6 or 11.3 of this Agreement, any interest on
Subscription Monies relating to such Limited Partner's Units paid to
such Limited Partner pursuant to Section 5.3(k), and any amount paid to
such Limited Partner in redemption of such Limited Partner's Units
pursuant to Section 10.5 shall be applied as follows:
(i) first, in reduction of such Limited Partner's Unpaid
Cumulative Return, to the extent thereof, as determined
immediately before such distribution; and
(ii) then, in reduction of such Limited Partner's Adjusted
Capital Contribution, to the extent thereof, as determined
immediately before such distribution.
8.44 Tax Allocations: Code Section 704(c); Revaluations.
(aa) In accordance with Code section 704(c) and the Treasury
Regulations thereunder, income, gain, loss, and deduction, and items
thereof, with respect to any property contributed to the capital of the
Partnership shall, solely for tax purposes, be allocated among the
Partners so as to take account of any variation between the adjusted
basis of such property to the Partnership for federal income tax
purposes and its initial Gross Asset Value.
(bb) In the event the Gross Asset Value of any Partnership asset
is adjusted pursuant to Clause (b) of the definition of Gross Asset
Value herein and Section 5.5(h) hereof, subsequent allocations of
income, gain, loss and deduction, and items thereof, with respect to
such asset shall take account of any variation between the adjusted
basis of such asset for federal income tax purposes and its Gross Asset
Value in a manner consistent with the requirements of Proposed Treas.
Reg. Section 1.704-3(a)(6) or the corresponding provision of final or
successor Treasury Regulations.
(cc) Any elections or other decisions relating to the
allocations required by clauses (a) and (b) of Section 8.4 shall be
made in a manner that reasonably reflects the purpose and intention of
this Agreement. Allocations pursuant to this clause (c) of Section 8.4
are solely for purposes of federal, state, and local taxes and shall
not affect, or in any way be taken into account in computing, any
Partner's Capital Account or share of Profits, Losses, other items, or
distributions pursuant to any provision of this Agreement.
8.55 Compliance with NASAA Guidelines Regarding Front-End Fees.
Notwithstanding anything in this Agreement to the contrary, in
the event the Partnership fails, at any time after the expiration of 30
months from the date of the Prospectus, to comply with the restrictions
set forth in Section 6.4(b) through (f) above, the General Partner
shall appropriately adjust the allocations and distributions set forth
in this Section 8 so as to comply with the requirements contained in
NASAA Guidelines. No adjustment proposed to be made pursuant to this
Section 8.5 shall require the General Partner to obtain the consent of
the Limited Partners unless such proposed adjustment adversely effects
the allocations or distributions made, or to be made, to any Limited
Partner.
8.66 Return of Uninvested Capital Contribution.
In the event that 100% of Net Offering Proceeds have not been
used to make Investments or committed to Reserves to the extent
permitted to be treated as Investments pursuant to Section 6.1(b)(vii)
within the later of (i) twenty-four (24) months after the Effective
Date of the Offering or (ii) 12 months of the receipt thereof by the
Partnership, the amount of such uninvested Net Offering Proceeds shall
be promptly distributed by the Partnership to the Limited Partners, pro
rata based upon their respective number of Units, as a return of
capital, without interest and without reduction for Front-End Fees in
respect of such uninvested Capital Contributions (which distributions
shall not in any event exceed the related Capital Contribution of any
Limited Partner). Funds shall be deemed to have been committed to
investment and need not be returned to a Limited Partner to the extent
written agreements in principle, commitment letters, letters of intent
or understanding, option agreements or any similar contracts or
understandings are executed and not terminated during the applicable
twenty-four (24) or twelve (12) month period described above, if such
investments are ultimately consummated within a further period of
twelve (12) months. Funds deemed committed which are not actually so
invested within such twelve (12) month period will be promptly
distributed, without interest and without reduction for Front-End Fees
in respect of such uninvested Net Offering Proceeds, to the Limited
Partners on a pro rata basis, as a return of capital.
8.77 Partner's Return of Investment in the Partnership.
Each Limited Partner shall look solely to the assets of the
Partnership for the return of his Capital Contribution and for any
other distributions with respect to his Partnership Interest. If the
assets of the Partnership remaining after payment or discharge, or
provision for payment or discharge, of its debts and liabilities are
insufficient to return such Capital Contribution or to make any other
distribution to such Partner, he shall not have any recourse against
the personal assets of any other Partner, except to the limited extent
set forth in Section 6.3, Section 9.3(a) and Section 11.2(a)(iii).
8.88 No Distributions in Kind.
Distributions in kind shall not be permitted except upon
dissolution and liquidation of the Partnership's assets and may only
then be made to a liquidating trust established for the purposes of (a)
liquidating the assets transferred to it and (b) distributing the net
cash proceeds of such liquidation in cash to the Partners in accordance
with the provisions of this Agreement.
8.9 Partnership Entitled to Withhold.
The Partnership shall at all times be entitled to withhold or
make payments to any governmental authority with respect to any
federal, state, local or foreign tax liability of any Partner arising
as a result of such Partner's participation in the Partnership. Each
such amount so withheld or paid shall be deemed to be a distribution
for purposes of Section 8 and Section 11, as the case may be, to the
extent such Partner is then entitled to a distribution. To the extent
that the amount of such withholdings or payments made with respect to
any Partner exceeds the amount to which such Partner is then entitled
as a distribution, the excess shall be treated as a demand loan,
bearing interest at a rate equal to twelve percent (12%) per annum
simple interest from the date of such payment or withholding until such
excess is repaid to the Partnership (i) by deduction from any
distributions subsequently payable to such Partner pursuant to this
Agreement or (ii) earlier payment of such excess and interest by such
Partner to the Partnership. Such excess and interest shall, in any
case, be payable not less than 30 days after demand therefore by the
General Partner, which demand shall be made only if the General Partner
determines that such Partner is not likely to be entitled to
distributions within 12 months from the date of such withholding or
payment by the Partnership in an amount sufficient to pay such excess
and interest. The withholdings and payments referred to in this
Section 8.9 shall be made at the maximum applicable statutory rate
under the applicable tax law unless the General Partner shall have
received an opinion of counsel or other evidence, satisfactory to the
General Partner, to the effect that a lower rate is applicable, or that
no withholding or payment is required.
Section 99. WITHDRAWAL OF GENERAL PARTNER.
9.11 Voluntary Withdrawal.
The General Partner may not voluntarily withdraw as a General
Partner from the Partnership unless (a) the Limited Partners have
received 60 days' advance written notice of the General Partner's
intention to withdraw, (b) the Partnership shall have received an
opinion of Tax Counsel to the Partnership to the effect that such
withdrawal will not constitute a termination of the Partnership or
otherwise materially adversely affect the status of the Partnership for
federal income tax purposes and (c) a Substitute General Partner shall
have been selected and such Substitute General Partner (i) shall have
expressed a willingness to be admitted to the Partnership, (ii) shall
have received the specific written Consent of the Majority Interest to
such admission and (iii) shall have a Net Worth sufficient, in the
opinion of Tax Counsel to the Partnership, for the Partnership to
continue to be classified as a partnership for federal income tax
purposes and to satisfy the net worth requirements for sponsors under
the NASAA Guidelines.
9.22 Involuntary Withdrawal.
The General Partner shall be deemed to have involuntarily
withdrawn as a General Partner from the Partnership upon the removal of
the General Partner pursuant to the Consent of the Majority Interest or
upon the occurrence of any other event that constitutes an event of
withdrawal under the Delaware Act as then in effect.
For purposes of this Section 9.2 and Section 13, neither the
General Partner nor any Affiliate of the General Partner will
participate in any vote by the Limited Partners to (a) involuntarily
remove the General Partner or (b) cancel any management or service
contract with the General Partner or any such Affiliate.
9.33 Consequences of Withdrawal.
(aa) Upon the voluntary withdrawal of the General Partner in
accordance with Section 9.1, the General Partner, or its estate,
successors or legal representatives, shall be entitled to receive from
the Partnership (i) an amount equal to the positive balance, if any, in
the General Partner's Capital Account (as adjusted to the date of such
withdrawal by allocation pursuant to Section 8 of any Profits or Losses
or other allocable items realized by the Partnership through such date
of Withdrawal and any unrealized gains and losses inherent in the
Partnership's assets as of such date), provided, however, that in no
event shall such amount exceed the fair market value of the Partnership
Interest then held by the General Partner, as calculated in accordance
with the provisions of clause (c) of this Section 9.3, plus or minus,
as the case may be, (ii) Management Fees payable with respect to
Investments acquired by the Partnership prior to the effective date of
the withdrawal of the General Partner shall remain payable to the
General Partner notwithstanding any such withdrawal as and when the
Partnership receives the Cash Flow from such Investments creating the
obligation to pay such Management Fees and in the event that the
General Partner pledges the Management Fees receivable to a Lender, the
assignment to the Lender shall be binding in the event of the voluntary
or involuntary withdrawal of the General Partner (iii) an amount equal
to the difference between (A) any amounts due and owing to the General
Partner by the Partnership and (B) any amounts due and owing by the
General Partner to the Partnership. The right of the General Partner,
or its estate, successors or legal representatives, to receipt of such
amount shall be subject to (x) any claim for damages by the Partnership
or any Partner against the General Partner, or its estate, successors
or legal representatives, that such withdrawal shall have been made in
contravention of this Agreement and (y) if the General Partner has a
negative balance in its Capital Account after making the adjustments
provided for in the first sentence of this clause (a) of Section 9.3,
payment to the Partnership of an amount equal to the lesser of (1) the
amount of such deficit balance or (2) the excess of 1.01% of the total
Capital Contributions of the Limited Partners over the capital
previously contributed by the General Partner.
(bb) Upon involuntary withdrawal of the General Partner as such
from the Partnership in accordance with Section 9.2, the Partnership
shall pay to the General Partner (i) the fair market value of the
Partnership Interest then held by the General Partner, as calculated in
the manner set forth in clause (c) of this Section 9.3, plus or minus,
as the case may be, (ii) Management Fees payable with respect to
Investments acquired by the Partnership prior to the effective date of
the withdrawal of the General Partner shall remain payable to the
General Partner notwithstanding any such withdrawal as and when the
Partnership receives the Cash Flow from such Investments creating the
obligation to pay such Management Fees and in the event that the
General Partner pledges the Management Fees receivable to a Lender, the
assignment to the Lender shall be binding in the event of the voluntary
or involuntary withdrawal of the General Partner (iii) an amount equal
to the difference between (A) any amounts due and owing to such
withdrawn General Partner by the Partnership and (B) any amounts due
and owing by such withdrawn General Partner to the Partnership, and,
upon such payment, the General Partner's Interest in the income,
losses, distributions and capital of the Partnership shall be
terminated.
(cc) For purposes of this Section 9.3, the fair market value of
the withdrawn General Partner's Interest shall be determined, in good
faith, by such General Partner and the Partnership, or, if they cannot
agree, by arbitration in accordance with the then current rules of the
American Arbitration Association by two independent appraisers, one
selected by the withdrawn General Partner and one by the Limited
Partners. In the event that such two appraisers are unable to agree on
the value of the withdrawn General Partner's Interest within 90 days,
they shall within 20 days thereafter jointly appoint a third
independent appraiser whose determination shall be final and binding;
provided, however, that if the two appraisers are unable to agree
within such 20 days on a third appraiser, the third appraiser shall be
selected by the American Arbitration Association. The expense of
arbitration shall be borne equally by the withdrawn General Partner and
the Partnership.
(dd) The method of payment to the General Partner upon
withdrawal, whether voluntary or involuntary, must be fair and must
protect the solvency and liquidity of the Partnership. When the
withdrawal is voluntary, the method of payment will be presumed to be
fair if it provides for a non-interest-bearing, unsecured promissory
note of the Partnership, with principal payable, if at all, from
distributions that the withdrawn General Partner otherwise would have
received under the Partnership Agreement had the General Partner not
withdrawn. When the withdrawal is involuntary, the method of payment
will be presumed to be fair if it provides for a promissory note
bearing interest on the outstanding principal amount thereof at the
lesser of (i) the rate of interest (inclusive of any points or other
loan charges) which the Partnership would be required to pay to an
unrelated bank or commercial lending institution for an unsecured, 60
month loan of like amount or (ii) the rate of interest from time to
time announced by The Chase Manhattan Bank (National Association) at
its principal lending offices in New York, New York as its prime
lending rate plus 3% and providing for repayments of principal
thereunder in sixty (60) equal monthly installments, together with
accrued but unpaid interest.
9.44 Liability of Withdrawn General Partner.
If the business of the Partnership is continued after withdrawal
of the General Partner, the General Partner, or its estate, successors
or legal representatives, shall remain liable for all obligations and
liabilities incurred by it or by the Partnership while it was acting in
the capacity of General Partner and for which it was liable as General
Partner, but shall be free of any obligation or liability incurred on
account of or arising from the activities of the Partnership from and
after the time such withdrawal shall have become effective.
9.55 Continuation of Partnership Business.
In the event that the General Partner withdraws from the
Partnership, the General Partner, or its estate, successors or legal
representatives, shall deliver to the Limited Partners Notice stating
the reasons for such withdrawal. If, within 90 days following such
withdrawal, any Person shall be admitted to the Partnership as a
Substitute General Partner, such Substitute General Partner shall
execute a counterpart of this Agreement and the business of the
Partnership shall continue. If no Substitute General Partner shall
have been so admitted to the Partnership within 90 days following the
date of the General Partner's withdrawal, then the Partnership shall be
dissolved.
Section 1010. TRANSFER OF UNITS.
10.11 Withdrawal of a Limited Partner.
A Limited Partner may withdraw from the Partnership only by
Assigning or having redeemed all Units owned by such Limited Partner in
accordance with this Section 10. The withdrawal of a Limited Partner
shall not dissolve or terminate the Partnership. In the event of the
withdrawal of any Limited Partner because of death, legal incompetence,
dissolution or other termination, the estate, legal representative or
successor of such Limited Partner shall be deemed to be the Assignee of
the Partnership Interest of such Limited Partner and may become a
Substitute Limited Partner upon compliance with the provisions of
Section 10.3.
10.22 Assignment.
(aa) Subject to the provisions of Sections 10.2(b) and (c) and
10.3 of this Agreement, any Limited Partner may Assign all or any
portion of the Units owned by such Limited Partner to any Person (the
Assignee); provided that
(ii) such Limited Partner and such Assignee shall each execute a
written Assignment instrument, which shall:
(AA) set forth the terms of such Assignment;
(BB) in the case of assignments other than by operation of
law, state the intention of such Limited Partner that such
Assignee shall become a Substitute Limited Partner and, in
all cases, evidence the acceptance by the Assignee of all of
the terms and provisions of this Agreement;
(CC) include a representation by both such Limited Partner
and such Assignee that such Assignment was made in
accordance with all applicable laws and regulations
(including, without limitation, such minimum investment and
investor suitability requirements as may then be applicable
under state securities laws); and
(DD) otherwise be satisfactory in form and substance to the
General Partner; and
(iiii) such Assignee shall pay to the Partnership an aggregate
amount, not exceeding $150.00, of expenses reasonably incurred by
the Partnership in connection with such Assignment.
(bb) Notwithstanding the foregoing, unless the General Partner
shall specifically Consent, no Units may be Assigned:
(i) to a minor or incompetent (unless a guardian, custodian or
conservator has been appointed to handle the affairs of such
Person);
(ii) to any Person if, in the Opinion of Tax Counsel, such
Assignment would result in the termination of the Partnership's
taxable year or its status as a partnership for federal income
tax purposes, provided that the Partnership may permit such
Assignment to become effective if and when, in the opinion of Tax
Counsel, such Assignment would no longer result in the
termination of the Partnership's taxable year or its status as a
partnership for federal income tax purposes;
(iii) to any Person if such Assignment would affect the
Partnership's existence or qualification as a limited partnership
under the Delaware Act or the applicable laws of any other
jurisdiction in which the Partnership is then conducting business;
(iv) to any Person not permitted to be an Assignee under
applicable law, including, without limitation, applicable federal
and state securities laws;
(v) if such Assignment would result in the transfer of a
Partnership Interest representing less than twenty-five (25)
Units, or ten (10) Units in the case of a Qualified Plan (unless
such Assignment is of the entire Partnership Interest owned by
such Limited Partner);
(vi) if such Assignment would result in the retention by such
Limited Partner of a portion of its Partnership Interest
representing less than the greater of (A) twenty-five (25) Units,
or ten (10) Units in the case of a Qualified Plan, and (B) the
minimum number of Units required to be purchased under minimum
investment standards applicable to an initial purchase of Units
by such Limited Partner;
(vii) if, in the reasonable belief of the General Partner, such
Assignment might violate applicable law;
(viii) if the effect of such Assignment would be to cause the
equity participation in the Partnership by benefit plan
investors (both within the meaning of DOL Reg. 2510.3-101(f))
to equal or exceed 25%; or
(ix) if such transfer would cause an impermissible percentage
of Units to be owned by non-United States citizens.
Any attempt to make any Assignment of Units in violation of this
Section 10.2(b) shall be null and void ab initio.
(cc) So long as there are adverse federal income tax
consequences from being treated as a publicly traded partnership for
federal income tax purposes, the General Partner shall not permit any
interest in a Unit to be Assigned on a secondary public market (or a
substantial equivalent thereof) as defined under the Code and any
Treasury Regulations or published notices promulgated thereunder (a
Secondary Market) and, if the General Partner determines in its sole
and absolute discretion, that a proposed Assignment was effected on a
Secondary Market, the Partnership and the General Partner have the
right to refuse to recognize any such proposed Assignment and to take
any action deemed necessary or appropriate in the General Partner's
reasonable discretion so that such proposed Assignment is not, in fact,
recognized. For purposes of this Section 10.2(c), any Assignment which
results in a failure to meet the safe-harbor provisions of Treasury
Regulations 1.7704-1, or any substitute safe-harbor provisions
subsequently established by Treasury Regulations or published notices,
shall be treated as causing the Units to be publicly traded. The
Limited Partners agree to provide all information respecting
Assignments, which the General Partner deems necessary in order to
determine whether a proposed transfer occurred or will occur on a
Secondary Market.
(dd) Assignments made in accordance with this Section 10.2 shall
be considered terminated on the last day of the month upon which all of
the conditions of this Section 10.2 shall have been satisfied and
effective for record purposes and for purposes of Section 8 as of the
first day of the month following the date upon which all of the
conditions of this Section 10.2 shall have been satisfied.
Distributions to the assignee shall commence the month following
effectiveness of the assignment.
10.33 Substitution.
(aa) An Assignee of a Limited Partner shall be admitted to the
Partnership as a Substitute Limited Partner only if:
(ii) the General Partner has reasonably determined that all
conditions specified in Section 10.2 have been satisfied and that
no adverse effect to the Partnership does or may result from such
admission; and
(iiii) such Assignee shall have executed a transfer agreement
and such other forms, including a power of attorney to the effect
required by Section 15, as the General Partner reasonably may
require to determine compliance with this Section 10.
(bb) An Assignee of Units who does not become a Substitute
Limited Partner in accordance with this Section 10.3 and who desires to
make a further Assignment of his Units shall be subject to all the
provisions of Sections 10.2, 10.3 and 10.4 to the same extent and in
the same manner as a Limited Partner desiring to make an Assignment of
his Units. Failure or refusal of the General Partner to admit an
Assignee as a Substitute Limited Partner shall in no way affect the
right of such Assignee to receive distributions from Distributable Cash
From Operations and Distributable Cash From Sales and the share of the
Profits or Losses for Tax Purposes to which his predecessor in interest
would have been entitled in accordance with Section 8.
10.44 Status of an Assigning Limited Partner.
Any Limited Partner that shall Assign the entire Partnership
Interest owned by such Limited Partner to an Assignee who shall become
a Substitute Limited Partner shall cease to be a Limited Partner in the
Partnership and shall no longer have any of the rights or privileges of
a Limited Partner in the Partnership.
10.55 Limited Right of Presentment for Redemption of Units.
(aa) Commencing with the second full calendar quarter following
the Final Closing Date and at any time and from time to time thereafter
until termination of the Partnership, any Limited Partner (other than
an Affiliated Limited Partner) may request that the Partnership redeem,
and, subject to the availability of funds in accordance with clause (b)
below and the other provisions of this Section 10.5 and provided that
the Partnership shall not, in any calendar year, redeem Partnership
Interests that, in the aggregate, exceed 2% of the total Partnership
Interests outstanding as of the last day of such year, with the prior
Consent of the General Partner, the Partnership shall redeem, for cash,
up to 100% of the Partnership Interest of such Limited Partner, at the
Applicable Redemption Price. The Partnership shall be under no
obligation to redeem Units of a Limited Partner and shall do so only in
the sole and absolute discretion of the General Partner.
(bb) No reserves shall be established by the Partnership for the
redemption of Units. The availability of funds for the redemption of
any Unit shall be subject to the availability of sufficient
Distributable Cash. Furthermore, Units may be redeemed only if such
redemption would not impair the capital or the Operations of the
Partnership and would not result in the termination under the Code of
the Partnership's taxable year or of its federal income tax status as a
partnership.
(c) A Limited Partner desiring to have a portion or all of his
Units redeemed shall submit a written request to the General Partner on
a form approved by the General Partner duly signed by all owners of
such Units on the books of the Partnership. Redemption requests
hereunder shall be deemed given on the earlier of the date the same is
(i) personally delivered with receipt acknowledged, or (ii) mailed by
certified mail, return receipt requested, postage prepaid, at the
General Partner's address set forth herein. Requests arising from
death, major medical expense and family emergency related to disability
or a material loss of family income, collectively Hardship
Redemptions shall be treated as having been received at 12:01 A.M. EST
and all other redemption requests shall be deemed received with the
start of the business day during which received. The General Partner
shall promptly accept or deny each redemption request. The General
Partner shall, in its sole discretion, decide whether a redemption is
in the best interests of the Partnership.
(d) In the event that the General Partner receives requests for
the Partnership to redeem more Units than there are funds sufficient to
redeem, the General Partner shall honor redemption requests in the
order in which duly executed and supported redemption requests are
received. The General Partner shall use its reasonable efforts to
honor requests for redemptions of Units with the same request date
first as to Hardship Redemptions, second so as to provide liquidity for
IRAs or Qualified Plans to meet required distributions and finally as
to all other redemption requests.
(e) Within 30 days following the date upon which the General
Partner receives a written request from any Limited Partner to redeem
Units held by such Limited Partner, the General Partner shall deliver
written notice to such Limited Partner indicating (i) the number, if
any, of such Units to be redeemed and (ii) if appropriate, the date of
redemption thereof, which shall be a date within 30 days following the
date of such notice, and the Applicable Redemption Price with respect
thereto. Not less than ten (10) days prior to the redemption date
specified in the Partnership's notice, the Limited Partner requesting
redemption shall deliver to the Partnership all transfer instruments
and other documents reasonably requested by the Partnership to evidence
such redemption and the Partnership shall pay to such Limited Partner
the Applicable Redemption Price per Unit redeemed. In the event that
all Units of any Limited Partner are so redeemed, such Limited Partner
shall be deemed to have withdrawn from the Partnership and shall, from
and after the date of the redemption of all Units of such Limited
Partner, cease to have the rights of a Limited Partner.
Section 1111. DISSOLUTION AND WINDING-UP.
11.11 Events Causing Dissolution.
The Partnership shall be dissolved upon the happening of any of
the following events (each a Dissolution Event):
(aa) the withdrawal of the General Partner, unless a Substitute
General Partner shall have been admitted to the Partnership in
accordance with Section 9.5; or
(bb) the voluntary dissolution of the Partnership (i) by the
General Partner with the Consent of the Majority Interest or (ii)
subject to Section 13, by the Consent of the Majority Interest without
action by the General Partner; or
(cc) the Sale of all or substantially all of the assets of the
Partnership (which Sale prior to the end of the Reinvestment Period
requires the Consent of the Majority Interest); or
(dd) the expiration of the Partnership term specified in Section
4 of this Agreement; or
(ee) the Operations of the Partnership shall cease to constitute
legal activities under the Delaware Act or any other applicable law; or
(ff) any other event which causes the dissolution or winding-up
of the Partnership under the Delaware Act to the extent not otherwise
provided herein.
11.22 Winding Up of the Partnership; Capital Contribution by the
General Partner Upon Dissolution.
(aa) Upon the occurrence of a Dissolution Event, the winding-up
of the Partnership and the termination of its existence shall be
accomplished as follows:
(ii) the General Partner (or if there shall be none, such
other Person as shall be selected by the Consent of the Majority
Interest, or if no such other Person is so selected, such other
Person as is required by law to wind up the affairs of the
Partnership, which Person, in either event, may exercise all of
the powers granted to the General Partner herein and is hereby
authorized to do any and all acts and things authorized by law
and by this Agreement for such purposes and any and all such
other acts or things consistent therewith as may be expressly
authorized by the Majority Interest) shall proceed with the
liquidation of the Partnership (including, without limitation,
the Sale of any remaining Investments and cancellation of the
Certificate of Limited Partnership), and is hereby authorized to
adopt such plan, method or procedure as may be deemed reasonable
by the General Partner (or such other Person effecting the
winding up) to effectuate an orderly winding-up;
(iiii) all Profits or Losses or items thereof and all
amounts required to be specially allocated pursuant to Section
8.2(f) for the period prior to final termination shall be
credited or charged, as the case may be, to the Partners in
accordance with Section 8;
(iiiiii) in the event that, after all requirements of
clauses (i) and (ii) of this Section 11.2(a) shall have been
accomplished, the General Partner shall have a deficit balance in
its Capital Account, the General Partner shall contribute within
thirty (30) days to the Partnership as a Capital Contribution an
amount equal to the lesser of (A) the amount of such deficit
balance or (B) the excess of 1.01% of the total Capital
Contributions of the Limited Partners over the capital previously
contributed by the General Partner (for this purpose, any
payments made by the General Partner as co-signatory or guarantor
of any of the indebtedness of the Partnership and not yet
reimbursed to the General Partner at the time of dissolution of
the Partnership and any amounts due and unpaid to the General
Partner on, under or with respect to any Partnership Loans at the
time of such dissolution shall be deemed to be Capital
Contributions by the General Partner to the Partnership and any
obligation of the Partnership to reimburse or repay such amounts
shall thereupon cease);
(iviv) the proceeds from Sales and all other assets of the
Partnership shall be applied and distributed in liquidation as
provided in Section 11.3; and
(vv) the General Partner (or such other Person effecting
the winding up) shall file such certificates and other documents
as shall be required by the Delaware Act, the Code and any other
applicable laws to terminate the Partnership.
(bb) If the winding-up of the Partnership is effected by the
General Partner, the General Partner shall be compensated for its
services in connection therewith as provided in Section 6.4 of this
Agreement and, if such winding up is effected by any such other Person
(whether selected by the Majority Interest or as required by law), such
other Person shall be compensated for its services in connection
therewith in an amount not in excess of the amount customarily paid to
non-affiliated third parties rendering similar services in respect of
similar entities in the same geographic location.
11.33 Application of Liquidation Proceeds Upon Dissolution.
Following the occurrence of any Dissolution Event, the proceeds
of liquidation and the other assets of the Partnership shall be applied
as follows and in the following order of priority:
(aa) first, to the payment of creditors of the Partnership in
order of priority as provided by law, except obligations to Partners or
their Affiliates;
(bb) next, to the setting up of any reserve that the General
Partner (or such other Person effecting the winding-up) shall determine
is reasonably necessary for any contingent or unforeseen liability or
obligation of the Partnership or the Partners; such reserve may, in the
sole and absolute discretion of the General Partner (or such other
Person effecting the winding up) be paid over to an escrow agent
selected by it to be held in escrow for the purpose of disbursing such
reserve in payment of any of the aforementioned contingencies, and at
the expiration of such period as the General Partner (or such other
Person effecting the winding up) may deem advisable, to distribute the
balance thereafter remaining as provided in clauses (c)-(e) of this
Section 11.3.
(cc) next, to the payment of all obligations to the Partners in
proportion to and to the extent of advances made by each Partner
pursuant to the provisions of this Agreement;
(dd) next, to the payment of all reimbursements to which the
General Partner or any Affiliate of the General Partner may be entitled
pursuant to this Agreement; and
(ee) thereafter, to the Partners in proportion to and to the
extent of the positive balances of their Capital Accounts.
11.44 No Recourse Against Other Partners.
Following the occurrence of any Dissolution Event, each Limited
Partner shall look solely to the assets of the Partnership for the
return of, and any return on, such Limited Partner's Capital
Contribution. If, after the complete payment and discharge of all
debts, liabilities and other obligations of the Partnership, the assets
of the Partnership are insufficient to provide the return of, or a
return on, the Capital Contribution of any Limited Partner, such
Limited Partner shall have no recourse against any other Limited
Partner or the General Partner, except to the extent that the General
Partner is obligated to make an additional Capital Contribution to the
Partnership pursuant to Section 11.2(a)(iii) hereof.
Section 1212. FISCAL MATTERS.
12.11 Title to Property and Bank Accounts.
Except to the extent that trustees, nominees or other agents are
utilized as permitted by Section 6.1(b)(ii)(F), all Investments and
other assets of the Partnership shall be held in the name of the
Partnership. The funds of the Partnership shall be deposited in the
name of the Partnership in such bank account or accounts as shall be
designated by the General Partner, and withdrawals therefrom shall be
made upon the signature of the General Partner or such Person or
Persons as shall be designated in writing by the General Partner. The
funds of the Partnership shall not be commingled with the funds of any
other Person.
12.22 Maintenance of and Access to Basic Partnership Documents.
(aa) The General Partner shall maintain at the Partnership's
principal office, the following documents:
(ii) the Participant List;
(iiii) a copy of the Certificate of Limited Partnership and all
amendments thereto, together with executed copies of any powers
of attorney pursuant to which the Certificate or any such
amendment has been executed;
(iiiiii) copies of this Agreement and any amendments hereto;
(iviv) copies of the audited financial statements of the
Partnership for the three most recently completed Fiscal Years,
including, in each case, the balance sheet and related statements
of operations, cash flows and changes in Partners' equity at or
for such Fiscal Year, together with the report of the
Partnership's independent auditors with respect thereto;
(vv) copies of the Partnership's federal, state and local
income tax returns and reports, if any, for the three most
recently completed Fiscal Years;
(vivi) records as required by applicable tax authorities
including those specifically required to be maintained by tax
shelters, if so required by the Partnership; and
(viivii) investor suitability records for Units sold by any
Affiliate of the General Partner.
(bb) Each Limited Partner and his designated representative
shall be given access to all of the foregoing records of the
Partnership and such other records of the Partnership which relate to
business affairs and financial condition of the Partnership, and may
inspect the same and make copies of the same (subject, in the case of
copying the Participant's List, to compliance with clause (c) of this
Section 12.2) at such Limited Partner's expense, during normal business
hours upon reasonable advance written notice to the General Partner,
which notice shall specify the date and time of the intended visit and
identify with reasonable specificity the documents which such Limited
Partner or its representative will wish to examine or copy or both.
(cc) In addition, the General Partner shall mail a copy of the
Participant List to, or as directed by, any Limited Partner within ten
(10) business days of receipt by the Partnership of a written request
therefor together with a check in payment of the cost to the General
Partner of preparing and transmitting such list to such party or his
designated representative; provided that, in connection with any
copying or request for a copy of, such Limited Partner shall certify
that the Participant List is not being requested for further
reproduction and sale or any other commercial purpose unrelated to the
Interest of such Limited Partner in the Partnership or for any unlawful
purpose.
(dd) If the General Partner refuses or neglects to (i) permit a
Limited Partner or its representative to examine the Participant List
at the office of the Partnership during normal business hours and with
reasonable notice to the General Partner or (ii) produce and mail a
copy of the Participant List within ten (10) days after receipt of the
applicable Limited Partner's written request (evidenced by a U.S.
Postal Service registered or certified mail receipt), the General
Partner shall be liable to such Limited Partner who requested such list
for the costs, including reasonable attorneys' fees, incurred by such
Limited Partner to compel production of the Participant List, and for
the actual damages (if any) suffered by such Limited Partner by reason
of such refusal or neglect. It shall be a defense that the requesting
Limited Partner has failed or refused to provide the General Partner
with either (i) the required fee or (ii) the certification called for
in the next sentence and, in the case of clause (ii), the General
Partner in good faith believes that the actual purpose and reason for a
request for a copy of the Participant List is to secure such List for
the purpose of the sale, reproduction or other use thereof for a
commercial purpose other than in the interest of the Limited Partner
relative to the affairs of the Partnership. In connection with any
such request, the General Partner will require the Limited Partner
requesting the Participant List to certify that the List is not being
requested for a commercial purpose unrelated to such Limited Partner's
interest in the Partnership. The remedies provided under this Section
12.2 to Limited Partners requesting copies of the Participant List are
in addition to, and shall not in any way limit, other remedies
available to Limited Partners under federal law or the laws of any
state.
12.33 Financial Books and Accounting.
The General Partner shall keep, or cause to be kept, complete and
accurate financial books and records with respect to the business and
affairs of the Partnership. Except to the extent otherwise required by
the accounting methods adopted by the Partnership for federal income
tax purposes, such books and records shall be kept on an accrual basis
and all financial statements of the Partnership shall be prepared for
each Fiscal Year in accordance with generally accepted accounting
principles as applied within the United States of America.
12.44 Fiscal Year.
Except as may otherwise be determined from time to time by the
General Partner (in a manner which is consistent with the Code and the
Treasury Regulations thereunder or is consented to by the IRS), the
Fiscal Year of the Partnership for both federal income tax and
financial reporting purposes shall end on December 31 of each year.
12.55 Reports.
(aa) Quarterly Reports. Within 60 days after the end of each of
the first three Fiscal Quarters of each Fiscal Year, the General
Partner shall send, to each Person who was a Limited Partner at any
time during such Fiscal Quarter, the following written materials:
(ii) a report containing the same financial information as is
contained in the Partnership's quarterly report on Form 10-Q
filed with the Commission under the Securities Exchange Act of
1934, as amended, which shall include unaudited financial
statements for the Partnership at and for such Fiscal Quarter,
including a balance sheet and related statements of operations,
cash flows and changes in Partners' equity, all of which
financial statements shall be prepared in accordance with Section
12.3;
(iiii) a tabular summary, prepared by the General Partner, with
respect to the fees and other compensation and costs and expenses
which were paid or reimbursed by the Partnership to the Sponsor
during such Fiscal Quarter, identified and properly allocated as
to type and amount. Such tabulation shall (A) include a detailed
statement identifying any services rendered or to be rendered to
the Partnership and the compensation received therefor and (B)
summarize the terms and conditions of any contract, which was not
filed as an exhibit to the Registration Statement, as amended and
in effect as on the Effective Date. The requirement for such
summary shall not be circumvented by lump-sum payments to
non-Affiliates who then disburse the funds to, or for the benefit
of, the Sponsor; and
(iiiiii) until all Capital Contributions have been invested or
committed to investment in Investments and Reserves, used to pay
permitted Front-End Fees or returned to the Limited Partners (as
provided in Section 8.7, above), a special report concerning all
Investments made during such Fiscal Quarter which shall include
(A) a description of the types of Equipment acquired and
Financing Transactions made, (B) the total Purchase Price paid
for such categories of Investments, (C) the amounts of Capital
Contributions and indebtedness used to acquire such Investments,
(D) the Acquisition Fees and Acquisition Expenses paid
(identified by party) in connection therewith and (E) the amount
of Capital Contributions, if any, which remain unexpended and
uncommitted to pending Investments as of the end of such Fiscal
Quarter.
(bb) Annual Reports. Within 120 days after the end of each
Fiscal Year, the General Partner shall send to each Person who was a
Limited Partner at any time during such Fiscal Year the following
written materials:
(ii) financial statements for the Partnership for such Fiscal
Year, including a balance sheet as of the end of such Fiscal Year
and related statements of operations, cash flows and changes in
Partners' equity, which shall be prepared in accordance with
Section 12.3 and shall be accompanied by an auditor's report
containing an opinion of the Accountants;
(iiii) an analysis, prepared by the General Partner (which need
not be audited, but shall be reviewed, by the Accountants), of
distributions made to the General Partner and the Limited
Partners during such Fiscal Year separately identifying the
portion (if any) of such distributions from:
(AA) Cash Flow during such period;
(BB) Cash Flows from prior periods;
(CC) Cash From Sales;
(DD) Capital Contributions originally used to establish a
Reserve;
(iiiiii) a status report with respect to each piece of Equipment
and each Financing Transaction which individually represents at
least 10% of the aggregate Purchase Price of the Partnership's
Investments held at the end of such Fiscal Year, which report
shall state:
(AA) the condition of each such item of Equipment and of
any personal property securing any Financing Transaction to
which such report applies;
(BB) how such Equipment was being utilized as of the end of
such Fiscal Year (i.e., leased, operated directly by the
Partnership or held for lease, repair or sale);
(CC) the remaining term of any Lease to which such
Equipment is subject;
(DD) the projected or intended use of such Equipment during
the next following Fiscal Year;
(EE) the method used to determine values set forth therein;
(F) such other information as may be relevant to the value
or use of such Equipment or any personal property securing
any such Financing Transaction as the General Partner, in
good faith, deems appropriate;
(iviv) the annual report shall contain a breakdown of all fees
and other compensation paid, and all costs and expenses
reimbursed, to the Sponsor by the Partnership during such Fiscal
Year identified (and properly allocated) as to type and amount:
(A) In the case of any fees and other compensation, such
breakdown shall identify the services rendered or to be
rendered to the Partnership and the compensation therefor
and shall summarize the terms and conditions of any contract
which was not filed as an exhibit to the Registration
Statement, as amended and in effect on the Effective Date.
The requirement for such information shall not be
circumvented by lump-sum payments to non-Affiliates who then
disburse the funds to, or for the benefit of, the Sponsor;
(B) In the case of reimbursed costs and expenses, the
General Partner shall also prepare an allocation of the
total amount of all such items and shall include support for
such allocation to demonstrate how the Partnership's portion
of such total amounts were allocated between the Partnership
and any other Programs in accordance with this Agreement and
the respective governing agreements of such other Programs.
Such cost and expense allocation shall be reviewed by the
Accountants in connection with their audit of the financial
statements of the Partnership for such Fiscal Year in
accordance with the American Institute of Certified Public
Accountants United States Auditing standards relating to
special reports and such Accountants shall state that, in
connection with the performance of such audit, such
Accountants reviewed, at a minimum, the time records of, and
the nature of the work performed by, individual employees of
the Sponsor, the cost of whose services were reimbursed; and
(C) The additional costs of the special review required by
this clause will be itemized by the Accountants on a Program
by Program basis and may be reimbursed to the Sponsor by the
Partnership in accordance with this subparagraph only to the
extent such reimbursement, when added to the cost for all
administrative services rendered, does not exceed the
competitive rate for such services as determined in such
report;
(vv) until all Capital Contributions have been invested or
committed to investment in Investments and Reserves, used to pay
permitted Front-End Fees or returned to the Limited Partners (as
provided in Section 8.7, above), a special report concerning all
Investments made during such Fiscal Year which shall include (A)
a description of the types of Equipment acquired or Financing
Transactions made, (B) the total Purchase Price paid for such
categories of Investments, (C) the amounts of Capital
Contributions and indebtedness used to acquire such Investments,
(D) the Acquisition Fees and Acquisition Expenses paid
(identified by party) in connection therewith and (E) the amount
of Capital Contributions, if any, which remain unexpended and
uncommitted to pending Investments as of the end of such Fiscal
Year.
12.66 Tax Returns and Tax Information.
The General Partner shall:
(aa) prepare or cause the Accountants to prepare, in accordance
with applicable laws and regulations, the tax returns (federal, state,
local and foreign, if any) of the Partnership for each Fiscal Year
within 75 days after the end of such Fiscal Year; and
(bb) deliver to each Partner by March 15 following each Fiscal
Year a Form K-1 or other statement setting forth such Partner's share
of the Partnership's income, gains, losses, deductions, and items
thereof, and credits if any, for such Fiscal Year.
12.77 Accounting Decisions.
All decisions as to accounting matters, except as specifically
provided to the contrary herein, shall be made by the General Partner
in accordance with the accounting methods adopted by the Partnership
for federal income tax purposes or otherwise in accordance with
generally accepted accounting principles. Such decisions must be
acceptable to the Accountants, and the General Partner may rely upon
the advice of the Accountants as to whether such decisions are in
accordance with the methods adopted by the Partnership for federal
income tax purposes or generally accepted accounting principles.
12.88 Federal Tax Elections.
The Partnership, in the sole and absolute discretion of the
General Partner, may make elections for federal tax purposes as follows:
(a) In case of a transfer of all or part of the Partnership
Interest of a Partner, the Partnership, in the absolute discretion of
the General Partner, may timely elect pursuant to Section 754 of the
Code (or corresponding provisions of future law), and pursuant to
similar provisions of applicable state or local income tax laws, to
adjust the basis of the assets of the Partnership. In such event, any
basis adjustment attributable to such election shall be allocated
solely to the transferee.
(b) All other elections, including but not limited to the
adoption of accelerated depreciation and cost recovery methods,
required or permitted to be made by the Partnership under the Code
shall be made by the General Partner in such manner as will, in the
opinion of the General Partner (as advised by Tax Counsel or the
Accountants as the General Partner deems necessary) be most
advantageous to the Limited Partners as a group. The Partnership shall,
to the extent permitted by applicable law and regulations, elect to
treat as an expense for federal income tax purposes all amounts
incurred by it for state and local taxes, interest and other charges
which may, in accordance with applicable law and regulations, be
considered as expenses.
12.99 Tax Matters Partner.
(aa) The General Partner is hereby designated as the Tax
Matters Partner under Section 6231(a)(7) of the Code and may hereafter
designate its successor as Tax Matters Partner, to manage
administrative and judicial tax proceedings conducted at the
Partnership level by the Internal Revenue Service with respect to
Partnership matters. Any Partner shall have the right to participate
in such administrative or judicial proceedings relating to the
determination of Partnership items at the Partnership level to the
extent provided by Section 6224 of the Code. The Limited Partners
shall not act independently with respect to tax audits or tax
litigation affecting the Partnership, and actions taken by the General
Partner as Tax Matters Partner in connection with tax audits shall be
binding in all respects upon the Limited Partners.
(bb) The Tax Matters Partner shall have the following duties;
(ii) To the extent and in the manner required by applicable law
and regulations, the Tax Matters Partner shall furnish the name,
address, Interest and taxpayer identification number of each
Partner to the Secretary of the Treasury or his delegate (the
Secretary); and
(iiiv) To the extent and in the manner required by applicable
law and regulations, the Tax Matters Partner shall keep each
Partner informed of administrative and judicial proceedings for
the adjustment at the Partnership level of any item required to
be taken into account by a Partner for income tax purposes (such
judicial proceedings referred to hereinafter as judicial
review).
(cc) Subject to Section 6.3 hereof, the Partnership shall
indemnify and reimburse the Tax Matters Partner for all expenses,
including legal and accounting fees, claims, liabilities, losses and
damages incurred in connection with any administrative or judicial
proceeding with respect to the tax liability of the Partners. The
payment of all such expenses shall be made before any distributions are
made from Cash from Operations or Cash From Sales. Neither the General
Partner nor any Affiliate nor any other Person shall have any
obligation to provide funds for such purpose. The taking of any action
and the incurring of any expense by the Tax Matters Partner in
connection with any such proceeding, except to the extent required by
law, is a matter in the sole and absolute discretion of the Tax Matters
Partner; and the provisions on limitations of liability of the General
Partner and indemnification set forth in Section 6.3 of this Agreement
shall be fully applicable to the Tax Matters Partner in its capacity as
such.
(dd) The Tax Matters Partner is hereby authorized, but not
required:
(ii) to enter in to any settlement with the IRS or the
Secretary with respect to any tax audit or judicial review, in
which agreement the Tax Matters Partner may expressly state that
such agreement shall bind the other Partners, except that such
settlement agreement shall not bind any Partner who (within the
time prescribed pursuant to Section 6224(c)(3) of the Code and
regulations thereunder) files a statement with the Secretary
providing that the Tax Matters Partner shall not have the
authority to enter into a settlement agreement on the behalf of
such Partner;
(iiii) in the event that a notice of a final administrative
adjustment at the partnership level of any item required to be
taken into account by a Partner for tax purposes (a final
adjustment) is mailed to the Tax Matters Partner, to seek
judicial review of such final adjustment, including the filing of
a petition for readjustment with the Tax Court, the District
Court of the United Sates for the district in which the
partnership's principal place of business is located, the United
States Court of Claims or any other appropriate forum;
(iiiiii) to intervene in any action brought by any other Partner
for judicial review of a final adjustment;
(iviv) to file a request for an administrative adjustment with
the Secretary at any time and, if any part of such request is not
allowed by the Secretary, to file a petition for judicial review
with respect to such request;
(vv) to enter into an agreement with the IRS to extend the
period for assessing any tax which is attributable to any item
required to be taken in to account by a Partner for tax purposes,
or an item affected by such item; and
(vivi) to take any other action on behalf of the Partners or the
Partnership in connection with any administrative or judicial tax
proceeding to the extent permitted by applicable law or
regulations.
12.1010 Reports to State Authorities.
The General Partner shall prepare and file with all appropriate
state regulatory bodies and other authorities all reports required to
be so filed by state securities or blue sky authorities and by the
NASAA Guidelines.
Section 1313. MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS.
13.11 Meetings of the Limited Partners.
(aa) A meeting of the Limited Partners may be called by the
General Partner on its own initiative, and shall be called by the
General Partner following its receipt of written request(s) for a
meeting from Limited Partners holding 10% or more of the then
outstanding Units, to act upon any matter on which the Limited Partners
may vote (as set forth in this Agreement). Every such request for a
meeting shall state with reasonable specificity (i) the purpose(s) for
which such meeting is to be held and (ii) the text of any matter,
resolution or action proposed to be voted upon by the Limited Partners
at such meeting (which text the General Partner shall, subject to the
provisions of Section 13.3, submit an accurate summary of such proposal
in its Notice of such meeting to the Limited Partners). Within ten
days following the receipt of such a request, the General Partner shall
give Notice to all Limited Partners of such meeting in the manner and
for a time and place as specified in paragraph 13.1(b). In addition,
the General Partner acting on its own initiative may, and following its
receipt of written request(s) therefor from Limited Partners holding
more than 10% of the then outstanding Units shall, submit for action by
Consent of the Limited Partners, in lieu of a meeting, any matter on
which the Limited Partners may vote (as set forth in this Section 13.
(bb) A Notice of any such meeting (or action by written Consent
without a meeting) shall be given to all Limited Partners either (i)
personally or by mail (if such meeting is being called, or Consent
action is being solicited, by the General Partner upon the request of
the Limited Partners) or (ii) by regular mail (if such meeting is being
called, or Consent action is being solicited, by the General Partner on
its own initiative) and a meeting called pursuant to such Notice shall
be held (or Consent action taken) not less than 15 days nor more than
60 days after the date such Notice is distributed. Such Notice shall
be delivered or mailed to each Limited Partner at his record address,
or at such other address as he may have furnished in writing to the
General Partner for receipt of Notices, and shall state the place, date
and time of such meeting (which shall be the place, date and time, if
any, specified in the request for such meeting or such other place,
date and time as the General Partner shall determine to be reasonable
and convenient to the Limited Partners) and shall state the purpose(s)
for which such meeting is to be held. If any meeting of the Limited
Partners is properly adjourned to another time or place, and if any
announcement of the adjournment of time or place is made at the
meeting, it shall not be necessary to give notice of the adjourned
meeting. The presence in person or by proxy of the Majority Interest
shall constitute a quorum at all meetings of the Limited Partners;
provided, however, that, if there be no such quorum, holders of a
majority of the Interests so present or so represented may adjourn the
meeting from time to time without further notice, until a quorum shall
have been obtained. No Notice of any meeting of Limited Partners need
be given to any Limited Partner who attends in person or is represented
by proxy (except when a Limited Partner attends a meeting for the
express purpose of objecting at the beginning of the meeting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened) or to any Limited Partner otherwise
entitled to such Notice who has executed and filed with the records of
the meeting, either before or after the time thereof, a written waiver
of such Notice.
(cc) For the purpose of determining the Limited Partners
entitled to vote on any matter submitted to the Limited Partners at any
meeting of such Limited Partners (or to take action by Consent in lieu
thereof), or any adjournment thereof, the General Partner or the
Limited Partners requesting such meeting may fix, in advance, a date as
the record date, which shall be a date not more than fifty (50) days
nor less than ten (10) days prior to any such meeting (or Consent
action), for the purpose of any such determination.
(dd) Any Limited Partner may authorize any Person or Persons to
act for such Limited Partner by proxy in respect of all matters as to
which such Limited Partner is entitled to participate, whether by
waiving Notice of any meeting, taking action by Consent or voting as to
any matter or participating at a meeting of the Limited Partners.
Every proxy must be signed by a Limited Partner or his
attorney-in-fact. No proxy shall be valid after the expiration of
eleven months from the date thereof unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the Limited
Partner executing it.
(ee) At each meeting of the Limited Partners, the Limited
Partners present or represented by proxy may adopt such rules for the
conduct of such meeting as they shall deem appropriate, provided that
such rules shall not be inconsistent with the provisions of this
Agreement.
13.22 Voting Rights of the Limited Partners.
Subject to Section 13.3, the Limited Partners, acting by Consent
of the Majority Interest may take the following actions without the
concurrence of the General Partner:
(aa) amend this Agreement, other than (1) in any manner to allow
the Limited Partners to take part in the control or management of the
Partnership's business, and (2) without the specific Consent of the
General Partner, to alter the rights, powers and duties of the General
Partner as set forth in this Agreement;
(bb) dissolve the Partnership;
(cc) remove the General Partner and elect one or more Substitute
General Partners; and
(dd) approve or disapprove of the Sale or series of Sales of all
or substantially all the assets of the Partnership except for any such
Sale or series of Sales in the ordinary course of liquidating the
Partnership's Investments during the Disposition Period.
In determining the requisite percentage in interest of Units
necessary to approve a matter on which the Sponsor may not vote or
consent, any Units owned by the Sponsor shall not be included. With
respect to any Interests owned by the Sponsor, the Sponsor may not vote
on matters submitted to the Limited Partners regarding the removal of
the Sponsor or regarding any transaction between the Program and the
Sponsor. In determining the requisite percentage and interest of
Interests necessary to approve a matter in which a Sponsor may not vote
or consent, any Interests owned by the Sponsor shall not be included.
13.33 Limitations on Action by the Limited Partners.
The rights of the Limited Partners under Section 13.2 shall not
be exercised or be effective in any manner (a) to subject a Limited
Partner to liability as a general partner under the Delaware Act or
under the laws of any other jurisdiction in which the Partnership may
be qualified or own an item of Equipment or (b) to contract away the
fiduciary duty owed to such Limited Partner by the Sponsor under common
law. Any action taken pursuant to Section 13.2 shall be void if any
non-Affiliated Limited Partner, within 45 days after such action is
taken, obtains a temporary restraining order, preliminary injunction or
declaratory judgment from a court of competent jurisdiction on grounds
that, or an opinion of legal counsel selected by the Limited Partners
to the effect that, such action, if given effect, would have one or
more of the prohibited effects referred to in this Section 13.3. For
purposes of this Section 13.3, counsel shall be deemed to have been
selected by the Limited Partners if such counsel is affirmatively
approved by the Consent of the Majority Interest within 45 days of the
date that the holders of 10% or more of the Units propose counsel for
this purpose.
Section 1414. AMENDMENTS.
14.11 Amendments by the General Partner.
Subject to Section 13.2 of this Agreement and all applicable law,
this Agreement may be amended, at any time and from time to time, by
the General Partner without the Consent of the Majority Interest to
effect any change in this Agreement for the benefit or protection of
the Limited Partners, including, without limitation:
(aa) to add to the representations, duties or obligations of the
General Partner or to surrender any right or power granted to the
General Partner herein;
(bb) to cure any ambiguity, to correct or supplement any
provision herein that may be inconsistent with any other provision
herein or to add any other provision with respect to matters or
questions arising under this Agreement that will not be inconsistent
with the terms of this Agreement;
(cc) to preserve the status of the Partnership as a limited
partnership for federal income tax purposes (or under the Delaware Act
or any comparable law of any other state in which the Partnership may
be required to be qualified);
(dd) to delete or add any provision of or to this Agreement
required to be so deleted or added by the staff of the Commission, by
any other federal or state regulatory body or other agency (including,
without limitation, any blue sky commission) or by any Administrator
or similar such official;
(ee) to permit the Units to fall within any exemption from the
definition of plan assets contained in Section 2510.3-101 of Title 29
of the Code of Federal Regulations;
(ff) if the Partnership is advised by Tax Counsel, by the
Partnership's Accountants or by the IRS that any allocations of income,
gain, loss or deduction provided for in this Agreement are unlikely to
be respected for federal income tax purposes, to amend the allocation
provisions of this Agreement, in accordance with the advice of such Tax
Counsel, such Accountants or the IRS, to the minimum extent necessary
to effect as nearly as practicable the plan of allocations and
distributions provided in this Agreement; and
(gg) to change the name of the Partnership or the location of
its principal office.
14.22 Amendments with the Consent of the Majority Interest.
In addition to the amendments permitted to be made by the General
Partner pursuant to Section 14.1, the General Partner may propose to
the Limited Partners, in writing, any other amendment to this
Agreement. The General Partner may include in any such submission a
statement of the purpose for the proposed amendment and of the General
Partner's opinion with respect thereto. Upon the Consent of the
Majority Interest, such amendment shall take effect; provided, however,
that (a) no such amendment shall increase the liability of any Partner
or adversely affect any Partner's share of distributions of cash or
allocations of Profits or Losses for Tax Purposes or of any investment
tax credit amounts of the Partnership without in each case the consent
of each Partner affected thereby; and (b) no such amendment shall
modify or amend this Section 14 without the consent of each Limited
Partner.
Section 1515. POWER OF ATTORNEY.
15.11 Appointment of Attorney-in-Fact.
By their subscription for Units and their admission as Limited
Partners hereunder, Limited Partners make, constitute and appoint the
General Partner, each authorized officer of the General Partner and
each Person who shall thereafter become a Substitute General Partner
during the term of the Partnership, with full power of substitution,
the true and lawful attorney-in-fact of, and in the name, place and
stead of, such Limited Partner, with the power from time to time to
make, execute, sign, acknowledge, swear to, verify, deliver, record,
file and publish:
(aa) this Agreement, Schedule A to this Agreement and the
Certificate of Limited Partnership under the Delaware Act and any other
applicable laws of the State of Delaware and any other applicable
jurisdiction, and any amendment of any thereof (including, without
limitation, amendments reflecting the addition of any Person as a
Partner or any admission or substitution of other Partners or the
Capital Contribution made by any such Person or by any Partner) and any
other document, certificate or instrument required to be executed and
delivered, at any time, in order to reflect the admission of any
Partner (including, without limitation, any Substitute General Partner
and any Substitute Limited Partner);
(bb) any other document, certificate or instrument required to
reflect any action of the Partners duly taken in the manner provided
for in this Agreement, whether or not such Limited Partner voted in
favor of or otherwise consented to such action;
(cc) any other document, certificate or instrument that may be
required by any regulatory body or other agency or the applicable laws
of the United States, any state or any other jurisdiction in which the
Partnership is doing or intends to do business or that the General
Partner deems advisable;
(dd) any certificate of dissolution or cancellation of the
Certificate of Limited Partnership that may be reasonably necessary to
effect the termination of the Partnership; and
(ee) any instrument or papers required to continue or terminate
the business of the Partnership pursuant to Sections 9.5 and 11 hereof;
provided that no such attorney-in-fact shall take any action as
attorney-in-fact for any Limited Partner if such action could in any
way increase the liability of such Limited Partner beyond the liability
expressly set forth in this Agreement or alter the rights of such
Limited Partner under Section 8, unless (in either case) such Limited
Partner has given a power of attorney to such attorney-in-fact
expressly for such purpose.
15.22 Amendments to Agreement and Certificate of Limited
Partnership.
(aa) Each Limited Partner is aware that the terms of this
Agreement permit certain amendments of this Agreement to be effected
and certain other actions to be taken or omitted by, or with respect
to, the Partnership, in each case with the approval of less than all of
the Limited Partners, if a specified percentage of the Partners shall
have voted in favor of, or otherwise consented to, such action. If, as
and when:
(ii) any amendment of this Agreement is proposed or any action
is proposed to be taken or omitted by, or with respect to, the
Partnership, which amendment or action requires, under the terms
of this Agreement, the Consent of the Partners;
(iiii) Partners holding the percentage of Interests specified in
this Agreement as being required for such amendment or action
have consented to such amendment or action in the manner
contemplated by this Agreement; and
(iiiiii) any Limited Partner has failed or refused to consent to
such amendment or action (hereinafter referred to as the
non-consenting Limited Partner),
then each non-consenting Limited Partner agrees that each
attorney-in-fact specified in Section 15.1 is hereby authorized and
empowered to make, execute, sign, acknowledge, swear to, verify,
deliver, record, file and publish, for and on behalf of such
non-consenting Limited Partner, and in his name, place and stead, any
and all documents, certificates and instruments that the General
Partner may deem necessary, convenient or advisable to permit such
amendment to be lawfully made or such action lawfully taken or
omitted. Each Limited Partner is fully aware that he has executed this
special power of attorney and that each other Partner will rely on the
effectiveness of such special power of attorney with a view to the
orderly administration of the Partnership's business and affairs.
(bb) Any amendment to this Agreement reflecting the admission to
the Partnership of any Substitute Limited Partner shall be signed by
the General Partner and by or on behalf of the Substitute Limited
Partner. Any amendment reflecting the withdrawal or removal of the
General Partner and the admission of any Substitute General Partner of
the Partnership upon the withdrawal of the General Partner need be
signed only by such Substitute General Partner.
15.33 Power Coupled With an Interest.
The foregoing grant of authority by each Limited Partner:
(aa) is a special power of attorney coupled with an interest in
favor of such attorney-in-fact and as such shall be irrevocable and
shall survive the death, incapacity, insolvency, dissolution or
termination of such Limited Partner;
(bb) may be exercised for such Limited Partner by a signature of
such attorney-in-fact or by listing or referring to the names of all of
the Limited Partners, including such Limited Partner, and executing any
instrument with a single signature of any one of such attorneys-in-fact
acting as attorney-in-fact for all of them; and
(cc) shall survive the Assignment by any Limited Partner of the
whole or any portion of such Limited Partner's Partnership Interest,
provided that, if any Assignee of an entire Partnership Interest shall
have furnished to the General Partner a power of attorney complying
with the provisions of Section 15.1 of this Agreement and the admission
to the Partnership of such Assignee as a Substitute Limited Partner
shall have been approved by the General Partner, this power of attorney
shall survive such Assignment with respect to the assignor Limited
Partner for the sole purpose of enabling such attorneys-in-fact to
execute, acknowledge and file any instrument necessary to effect such
Assignment and admission and shall thereafter terminate with respect to
such Limited Partner.
Section 1616. GENERAL PROVISIONS.
16.11 Notices, Approvals and Consents.
All Notices, approvals, Consents or other communications
hereunder shall be in writing and signed by the party giving the same,
and shall be deemed to have been delivered when the same are (a)
deposited in the United States mail and sent by first class or
certified mail, postage prepaid, (b) hand delivered, (c) sent by
overnight courier or (d) telecopied. In each case, such delivery shall
be made to the parties at the addresses set forth below or at such
other addresses as such parties may designate by notice to the
Partnership:
(aa) If to the Partnership or the General Partner, at the
principal office of the Partnership, to:
ICON Income Fund Eight 1 L.P.
c/o ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
Attention: President
Telephone: (914) 698-0600
Telecopy: (914) 698-0699
(bb) If to any Limited Partner, at the address set forth in
Schedule A hereto opposite such Limited Partner's name, or to such
other address as may be designated for the purpose by Notice from such
Limited Partner given in the manner hereby specified.
16.22 Further Assurances.
The Partners will execute, acknowledge and deliver such further
instruments and do such further acts and things as may be required to
carry out the intent and purpose of this Agreement.
16.33 Captions.
Captions contained in this Agreement are inserted only as a
matter of convenience and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provisions hereof.
16.44 Binding Effect.
Except to the extent required under the Delaware Act and for
fees, rights to reimbursement and other compensation provided as such,
none of the provisions of this Agreement shall be for the benefit of or
be enforceable by any creditor of the Partnership.
1 A and B
16.55 Severability.
If one or more of the provisions of this Agreement or any
application thereof shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein and any other application thereof shall not
in any way be affected or impaired thereby, and such remaining
provisions shall be interpreted consistently with the omission of such
invalid, illegal or unenforceable provisions.
16.66 Integration.
This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in
connection therewith that conflict with the express terms of this
Agreement. No covenant, representation or condition not expressed in
this Agreement shall affect, or be effective to interpret, change or
restrict, the express provisions of this Agreement.
16.77 Applicable Law.
This Agreement shall be construed and enforced in accordance
with, and governed by, the laws of the State of Delaware, including,
without limitation, the Delaware Act (except and solely to the extent
that provisions of the laws of any other jurisdiction are stated to be
applicable in any section of this Agreement), without giving effect to
the conflict of laws provisions thereof.
16.88 Counterparts.
This Agreement may be signed by each party hereto upon a separate
counterpart (including, in the case of a Limited Partner, a separate
subscription agreement or signature page executed by one or more such
Partners), but all such counterparts, when taken together, shall
constitute but one and the same instrument.
16.99 Creditors.
No creditor who makes a loan to the Partnership shall have or
acquire at any time, as a result of making such a loan, any direct or
indirect interest in the profits, capital or property of the
Partnership other than as a secured creditor except solely by an
assignment of the interest of the Limited Partner as provided herein
above.
16.1010 Interpretation.
Unless the context in which words are used in this Agreement
otherwise indicates that such is the intent, words in the singular
shall include the plural and in the masculine shall include the
feminine and neuter and vice versa.
16.1111 Successors and Assigns.
Each and all of the covenants, terms, provisions and agreements
herein contained shall be binding upon and inure to the benefit of the
successors and assigns of the respective parties hereto. In
furtherance of and not in limitation of the foregoing, the General
Partner may assign as collateral security or otherwise any items of
compensation payable to it pursuant to the terms of this Agreement;
notwithstanding any such assignment the General Partner and not any
such assignee shall remain solely liable for its obligations hereunder.
16.1212 Waiver of Action for Partition.
Each of the parties hereto irrevocably waives, during the term of
the Partnership, any right that he may have to maintain any action for
partition with respect to the property of the Partnership.
Section 1717. DEFINITIONS.
Defined terms used in this Agreement shall have the meanings
specified below. Certain additional defined terms are set forth
elsewhere in this Agreement. Unless the context requires otherwise,
the singular shall include the plural and the masculine gender shall
include the feminine and neuter, and vice versa, and Article and
Section references are references to the Articles and Sections of
this Agreement.
Accountants means KPMG Peat Marwick LLP, or such other firm of
independent certified public accountants as shall be engaged from
time to time by the General Partner on behalf of the Partnership.
Acquisition Expenses means expenses (other than Acquisition
Fees) incurred and paid to any Person which are attributable to
selection and acquisition of Equipment and Financing
Transactions, whether or not acquired or entered into, including
legal fees and expenses, travel and communications expenses,
costs of credit reports and appraisals and reference materials
used to evaluate transactions, non-refundable option payments on
equipment and other tangible or intangible personal property not
acquired, fees payable to finders and brokers which are not
Affiliates of the Sponsor, accounting fees and expenses, costs of
each acquisition of an item of Equipment or a Financing
Transaction (including the negotiation of Leases and the
negotiation and documentation of Partnership borrowings,
including commitment or standby fees payable to Lenders),
insurance costs and miscellaneous other expenses however
designated.
Acquisition Fees means, in connection with any Investment, the
amount payable from all sources in respect of (a) all fees and
commissions paid by any party in connection with the selection
and purchase of any item of Equipment and the negotiation and
consummation of any Financing Transaction by the Partnership,
however designated and however treated for tax or accounting
purposes, and (b) all finder's fees and loan fees or points paid
in connection therewith to a Lender not affiliated with the
Sponsor, but not any Acquisition Expenses.
In calculating Acquisition Fees, fees payable by or on behalf of
the Partnership to finders and brokers which are not Affiliates
of the Sponsor shall be deducted from the amount of Acquisition
Fees payable to the Sponsor, and no such fees may be paid to any
finder or broker which is an Affiliate of the Sponsor.
Adjusted Capital Account Deficit means with respect to any
Capital Account as of the end of any taxable year, the amount by
which the balance in such Capital Account is less than zero. For
this purpose, a Partner's Capital Account balance shall be (a)
reduced for any items described in Treas. Reg. Section
1.704-1(b)(2)(ii)(d)(4),(5), and (6), (b) increased for any
amount such Partner is unconditionally obligated to contribute
to the Partnership no later than the end of the taxable year in
which his Units, or the General Partner's Partnership Interest,
are liquidated (as defined in Treas. Reg. Section
1.704-1(b)(2)(ii)(g)) or, if later, within 90 days after such
liquidation, and (c) increased for any amount such Partner is
treated as being obligated to contribute to the Partnership
pursuant to the penultimate sentences of Treas. Reg.
Sections 1.704-2(g)(1) and 1.704-2(i)(5) (relating to Minimum
Gain).
Adjusted Capital Contribution means, as to any Limited Partner,
as of the date of determination, such Limited Partner's Capital
Contribution reduced, but not below zero, by all distributions
theretofore made to such Limited Partner by the Partnership which
are deemed to be in reduction of such Limited Partner's Capital
Contribution pursuant to Section 8.3(d)(ii).
Administrator means the official or agency administering the
securities laws of a state.
Affiliate means, with respect to any Person, (a) any other
Person directly or indirectly controlling, controlled by or under
common control with such Person, (b) any officer, director or
partner of such Person, (c) any other Person owning or
controlling 10% or more of the outstanding voting securities of
such Person and (d) if such Person is an officer, director or
partner, any other Person for which such Person acts in such
capacity.
Affiliated Entity means any investment entity of whatever form
that is managed or advised by the General Partner.
C-155
Affiliated Investment means any Investment in which the
General Partner, any Affiliate of the General Partner or any
Program sponsored by the General Partner or any Affiliate of
the General Partner (including, without limitation, any
Program in which the General Partner or any such Affiliate
has an interest) either has or in the past has had an
interest, but excluding any Joint Venture.
Affiliated Limited Partner means any officer, employee or
securities representative of the General Partner or any
Affiliate of the General Partner or of any Selling Dealer
who is admitted as a Limited Partner at a Closing.
Agreement means this Agreement of Limited Partnership, as
the same may hereafter be amended, supplemented or restated
from time to time.
Applicable Redemption Price means, with respect to any
Unit, the amount (determined as of the date of redemption of
such Unit) as follows:
(a) during the second year, each Limited Partner shall
receive equal to 90% of the original Capital Contribution
of such Limited Partner;
(b) during the third year, each limited partner shall
receive equal to 92% of the original Capital Contribution
of such Limited Partner;
(c) during the fourth year, each limited partner shall
receive equal to 94% of the original Capital Contribution
of such Limited Partner;
(d) during the fifth year, each limited partner shall
receive equal to 96% of the original Capital Contribution
of such Limited Partner;
(e) during the first year of the Liquidation Period, each
limited partner shall receive equal to 98% of the original
Capital Contribution of such Limited Partner;
(f) during the second year of the Liquidation Period and
each year thereafter, each limited partner shall receive
equal to 100% of the original Capital Contribution of such
Limited Partner;
less the sum of (i) 100% of previous distributions to such
Limited Partner of uninvested Capital Contributions, (ii)
100% of previous distributions of Distributable Cash, (iii)
100% of any previous allocations to such Limited Partner of
investment tax credit amounts and (iv) the aggregate amount,
not exceeding $150.00, of expenses reasonably incurred by a
Partnership in connection with the redemption such Unit.
provided, however, that in no event shall the applicable
redemption price computed under either clause (a) or (b) of
this definition exceed an amount equal to such Limited
Partner's Capital Account balance as of the end of the
calendar quarter preceding such redemption minus cash
distributions which have been made or are due to be made for
the calendar quarter in which the redemption occurs (for a
redemption of all Units owned by such Limited Partner or
that portion of such amount which is proportionate to the
percentage of such Limited Partner's Units which are
redeemed in the case of partial redemptions).
Assignee means any Person to whom any Partnership Interest
has been Assigned, in whole or in part, in a manner
permitted by Section 10.2 of this Agreement.
Assignment means, with respect to any Partnership Interest
or any part thereof, the offer, sale, assignment, transfer,
gift or otherwise disposition of, such Partnership Interest,
whether voluntarily or by operation of law, except that in
the case of a bona fide pledge or other hypothecation, no
Assignment shall be deemed to have occurred unless and until
the secured party has exercised his right of foreclosure
with respect thereto; and the term Assign has a
correlative meaning.
Available Cash From Operations means Cash From Operations
as reduced by (a) payments of all accrued but unpaid
Management Fees not required to be deferred, and (b) after
Payout, payments of all accrued but unpaid Subordinated
Remarketing Fees.
Available Cash From Sales means Cash From Sales, as
reduced by (a) payments of all accrued but unpaid Management
Fees not required to be deferred, and (b) after Payout,
payments of all accrued but unpaid Subordinated Remarketing
Fees.
Book Value means, with respect to any Partnership
property, the Partnership's adjusted basis for federal
income tax purposes, adjusted from time to time to reflect
the adjustments required or permitted by Treas. Reg. Section
1.704-1(b)(2)(iv)(d)-(g).
Capital Account means the capital account maintained for
each Partner pursuant to Section 5.5 of this Agreement
Capital Contributions means (1) as to the General Partner,
its initial $1,000 contribution to the capital of the
Partnership plus such additional amounts as may be
contributed to the capital of the Partnership by the General
Partner and (2) as to any Limited Partner, the gross amount
of investment in the Partnership actually paid by such
Limited Partner for Units, without deduction for Front-End
Fees (whether payable by the Partnership or not).
Cash Flow means the Partnership's cash funds provided from
normal operations of the Partnership and from Financing
Transactions (but excluding Cash from Sales), without
deduction for depreciation, but after deducting cash funds
used to pay all other cash expenses, debt payments, capital
improvements and replacements (other than cash funds
withdrawn from reserves).
Cash From Operations means Cash Flow (a) reduced by
amounts allocated to Reserves to the extent deemed
reasonable by the General Partner and (b) increased by any
portion of Reserves then deemed by the General Partner as
not required for Partnership operations.
Cash From Refinancings means the cash received by the
Partnership as a result of any borrowings by the
Partnership, reduced by (a) all Indebtedness of the
Partnership evidencing such borrowings, and (b) the portion
of such cash allocated to Reserves to the extent deemed
reasonable by the General Partner.
Cash From Sales means the cash received by the Partnership
as a result of a Sale reduced by (a) all Indebtedness of the
Partnership required to be paid as a result of the Sale,
whether or not then payable (including, without limitation,
any liabilities on an item of Equipment sold that are not
assumed by the buyer and any remarketing fees required to be
paid to Persons who are not Affiliates of the General
Partner), (b) the Subordinated Remarketing Fee (to the
extent permitted to be paid at the time pursuant to Section
6.4(f) of this Agreement), (c) any accrued but previously
unpaid Management Fees to the extent then payable, (d) any
Reserves to the extent deemed reasonable by the General
Partner and (e) all expenses incurred in connection with
such Sale. In the event the Partnership takes back a
promissory note or other evidence of indebtedness in
connection with any Sale, all payments subsequently received
in cash by the Partnership with respect to such note shall
be included in Cash From Sales upon receipt, irrespective of
the treatment of such payments by the Partnership for tax or
accounting purposes. If, in payment for Equipment sold, the
Partnership receives purchase money obligations secured by
liens on such Equipment, the amount of such obligations
shall not be included in Cash From Sales until and to the
extent the obligations are realized in cash, sold or
otherwise disposed of.
Closing means the admission of Limited Partners to the
Partnership in accordance with Section 5.3 of this Agreement.
Closing Date means any date on which any Limited Partner
shall be admitted to the Partnership, and includes the
Initial Closing Date and any subsequent Closing Date,
including the Final Closing Date.
Code means the Internal Revenue Code of 1986, as amended,
and in effect from time to time, or corresponding provisions
of subsequent laws.
Commission means the Securities and Exchange Commission.
Competitive Equipment Sale Commission means that brokerage
fee paid for services rendered in connection with the
purchase or sale of Equipment and the sale or absolute
assignment for value of Financing Transactions which is
reasonable, customary and competitive in light of the size,
type and location of the Equipment or other collateral
securing the applicable Partnership Investment which is so
transferred.
Consent means either (a) consent given by vote at a
meeting called and held in accordance with the provisions of
Section 13.1 of this Agreement or (b) the written consent
without a meeting, as the case may be, of any Person to do
the act or thing for which the consent is solicited, or the
act of granting such consent, as the context may require.
Controlling Person means, with respect to the General
Partner or any of Affiliate of the General Partner, any of
its chairmen, directors, presidents, secretaries or
corporate clerks, treasurers, vice presidents, any holder of
a 5% or larger equity interest in the General Partner or any
such Affiliate, or any Person having the power to direct or
cause the direction of the General Partner or any such
Affiliate, whether through the ownership of voting
securities, by contract or otherwise.
Counsel and Counsel to the Partnership means Day, Berry
& Howard LLP, Boston, Massachusetts, or any successor law
firm selected by the General Partner.
Cumulative Return means, as to any Limited Partner, an
amount equal to an eight (8%) percent annual cumulative
return on such Limited Partner's Adjusted Capital
Contribution (calculated before application of any
distribution made to such Limited Partner pursuant on the
date of such calculation) as outstanding from time to time,
compounded daily from a date not later than the last day of
the calendar quarter in which the original Capital
Contribution is made
Dealer-Manager means ICON Securities Corp., an Affiliate
of the General Partner.
Dealer-Manager Agreement means the agreement entered into
between the General Partner and the Dealer-Manager,
substantially in the form thereof filed as an exhibit to the
Registration Statement.
Delaware Act means the Delaware Revised Uniform Limited
Partnership Act, 6 Del. Code Ann. tit. 6, 17-101, et seq.,
as amended from time to time, and any successor to such
Delaware Act.
Distributable Cash has the meaning specified in Section
8.1(c) of this Agreement.
Distributable Cash From Operations means Available Cash
From Operations as reduced by (1) amounts which the General
Partner determines shall be reinvested through the end of
the Reinvestment Period in additional Equipment and
Financing Transactions and which ultimately are so
reinvested.
Distributable Cash From Sales means Available Cash From
Sales, as reduced by (1) amounts which the General Partner
determines shall be reinvested through the end of the
Reinvestment Period in additional Equipment and Financing
Transactions and which ultimately are so reinvested.
Due Diligence Expenses means fees and expenses actually
incurred for bona fide due diligence efforts expended in
connection with the Offering in a maximum amount not to
exceed the lesser of (i) 1/2 of 1% of Gross Offering
Proceeds and (ii) the maximum amount permitted to be
reimbursed under Appendix F to Article III of the NASD Rules
of Fair Practice].
Effective Date means the date the Registration Statement
is declared effective by the Commission.
Equipment means any new, used or reconditioned capital
equipment and related property acquired by the Partnership,
or in which the Partnership has acquired a direct or
indirect interest, as more fully described in Section 3.1 of
this Agreement, including, but not limited to, the types of
equipment referred to in Section 3.2 of this Agreement and
shall also be deemed to include other tangible and
intangible personal property which at any time is subject
to, or the collateral for, a Lease.
ERISA means the Employee Retirement Income Security Act
of 1974, as amended.
Escrow Account means an interest-bearing account
established and maintained by the General Partner with the
Escrow Agent, in accordance with the terms of the Escrow
Agreement, for the purpose of holding, pending the
distribution thereof in accordance with the terms of this
Agreement, any Subscription Monies received from Persons who
are to be admitted as Limited Partners as a result of the
Closing occurring on the Initial Closing Date.
Escrow Agent means or another United States banking
institution with at least $50,000,000 in assets, which shall
be selected by the General Partner to serve in such capacity
pursuant to the Escrow Agreement.
Escrow Agreement means that certain Escrow Agreement,
dated as of ___________, between the General Partner and the
Escrow Agent, substantially in the form thereof filed as an
exhibit to the Registration Statement, as amended and
supplemented from time to time as permitted by the terms
thereof.
Final Closing Date means the last Closing Date on which
any Limited Partner (other than a Substitute Limited
Partner) shall be admitted to the Partnership, which shall
be as soon as practicable following the Termination Date.
Financing Transaction means any extension of credit or
loan to any User, which is secured by a security interest in
tangible or intangible personal property and in any lease of
such property.
First Cash Distributions means, with respect to any
Limited Partner, all distributions made to such Limited
Partner by the Partnership during the Reinvestment Period
equal to an eight percent (8%) annual, cumulative return on
the amount of such Limited Partner's Capital Contribution
(as reduced by any amounts of uninvested Capital
Contributions distributed to such Limited Partner pursuant
to Section 8.6 and by any amount paid to such Limited
Partner in redemption of such Limited Partner's Units
pursuant to Section 10.5).
Fiscal Period means any interim accounting period
established by the General Partner within a Fiscal Year.
Fiscal Quarter means, for each Fiscal Year, the
three-calendar-month period which commences on the first day
of such Fiscal Year and each additional three-calendar-month
period commencing on the first day of the first month
following the end of the preceding such period within such
Fiscal Year (or such shorter period ending on the last day
of a Fiscal Year).
Fiscal Year means the Partnership's annual accounting
period established pursuant to Section 12.4 of this
Agreement.
Front-End Fees means fees and expenses paid by any Person
for any services rendered during the Partnership's
organizational and offering or acquisition phases (including
Sales Commissions, Underwriting Fees, O & O Expense
Allowance, Acquisition Fees and Acquisition Expenses (other
than any Acquisition Fees or Acquisition Expenses paid by a
manufacturer of equipment to any of its employees unless
such Persons are Affiliates of the Sponsor) and Leasing
Fees, and all other similar fees however designated).
Full-Payout Lease means any lease, entered into or
acquired from time to time by the Partnership, pursuant to
which the aggregate noncancelable rental payments due
during the initial term of such lease are at least
sufficient to permit the Partnership to recover the Purchase
Price of the Equipment subject to such lease.
General Partner means ICON Capital Corp., a Connecticut
corporation, and any Person who subsequently becomes an
additional or Substitute General Partner duly admitted to
the Partnership in accordance with this Agreement, in such
Person's capacity as a general partner of the Partnership.
Gross Asset Value means, with respect to any asset of the
Partnership, the asset's adjusted tax basis, except that:
(a) the initial Gross Asset Value of any asset contributed
by a Partner to the Partnership shall be the fair market
value of such asset on the date of contribution;
(b) the Gross Asset Values of all Partnership assets shall
be adjusted to equal their respective gross fair market
values at such times as the Partners' Capital Accounts are
adjusted pursuant to Section 5.5(h) hereof;
(c) the Gross Asset Value of any Partnership asset
distributed to any Partner shall be the gross fair market
value of such asset on the date of distribution;
(d) to the extent not otherwise reflected in the Partners'
Capital Accounts, the Gross Asset Values of Partnership
assets shall be increased (or decreased) to appropriately
reflect any adjustments to the adjusted basis of such assets
pursuant to Code Section 734(b) or Code Section 743(b); and
(e) if on the date of contribution of an asset or a
revaluation of an asset in accordance with (b)-(d) above,
the adjusted tax basis of such asset differs from its fair
market value, the Gross Asset Value of such asset shall
thereafter be adjusted by reference to the depreciation
method described in Treas. Reg.
Section 1.704-1(b)(2)(iv)(g)(3).
Gross Offering Proceeds means the gross amount of Capital
Contributions (before deduction of Front-End Fees payable by
the Partnership and the discount for Sales Commissions) of
all Limited Partners admitted to the Partnership.
Gross Revenue means gross cash receipts of the Partnership
from whatever source including, but not limited to, (a)
rental and royalty payments realized under Leases, (b)
principal and interest payments realized under Financing
Transactions and (c) interest earned on funds on deposit for
the Partnership (other than Subscription Monies).
Gross Unit Price means $100.00 for each whole Unit, and
$.01 for each 1/10,000th Unit, purchased by a Limited
Partner (other than an Affiliated Limited Partner).
Indebtedness means, with respect to any Person as of any
date, all obligations of such Person (other than capital,
surplus, deferred income taxes and, to the extent not
constituting obligations, other deferred credits and
reserves) that could be classified as liabilities (exclusive
of accrued expenses and trade accounts payable incurred in
respect of property purchased in the ordinary course of
business which are not overdue or which are being contested
in good faith by appropriate proceedings and are not so
required to be classified on such balance sheet as debt) on
a balance sheet prepared in accordance with generally
accepted accounting principles as of such date.
Independent Expert means a Person with no material current
or prior business or personal relationship with the Sponsor
who is engaged to a substantial extent in the business of
rendering opinions regarding the value of assets of the type
held by the Partnership, and who is qualified to perform
such work.
Initial Closing Date means the first Closing Date for the
Partnership on which Limited Partners with Interests equal
to, or greater than, the Minimum Offering are admitted to
the Partnership.
Interest or Partnership Interest means the limited
partnership unit or other indicia of ownership in the
Partnership. The entire ownership interest of a Partner in
the Partnership, whether held by such Partner or an
immediate or subsequent Assignee thereof, including, without
limitation, such Partner's right (a) to a distributive share
of the Cash From Operations, Cash From Sales and any other
distributions of cash from operation or sale of the
Partnership's Investments or liquidation of the Partnership
and its assets, and of the Partnership's Profits or Losses
for Tax Purposes and (b) if a General Partner, to
participate in the management of the business and affairs of
the Partnership.
Investment in Equipment and Financing Transactions means
the aggregate amount of Capital Contributions actually paid
or allocated to the purchase, manufacture or renovation of
Equipment acquired, and investment in Financing Transactions
entered into or acquired, by the Partnership together with
other cash payments such as interest, taxes and Reserves
allocable thereto (not exceeding 3% of Capital
Contributions) and excluding Front-End Fees.
Investment Committee means a committee established by the
General Partner to establish credit review policies and
procedures, supervise the efforts of the credit department
and approve significant transactions and transactions which
differ from the standards and procedures it has
established. The Investment Committee will, at all times,
consist of four persons designated by the General Partner.
Investments means, collectively, the Partnership's
portfolio, from time to time, of Equipment, Leases and
Financing Transactions, including any equity interest of the
Partnership therein, whether direct or indirect, through a
nominee, Joint Venture or otherwise.
IRA means an Individual Retirement Account and its related
funding vehicle.
IRS or Service means the Internal Revenue Service or any
successor agency thereto.
Involuntary Withdrawal means, with respect to the General
Partner, the removal or involuntary withdrawal of the
General Partner from the Partnership pursuant to Section 9.2
of this Agreement.
Joint Venture means any syndicate, group, pool, general
partnership, business trust or other unincorporated
organization through or by means of which the Partnership
acts jointly with any Program sponsored by the General
Partner or any Affiliate of the General Partner or with any
non-Affiliated Person to invest in Equipment, Leases or
Financing Transactions.
Lease means any Full-Payout Lease and any Operating Lease
and any residual value interest therein.
Leasing Fees means the total of all fees and commissions
paid by any party in connection with the initial Lease of
Equipment acquired by the Partnership.
Lender means any Person that lends cash or cash
equivalents to the Partnership, including any Person that
acquires by purchase, assignment or otherwise an interest in
the future rents payable under any Lease and in the related
Equipment or other assets or in payments due under any
Financing Transaction, and any property securing, any such
transaction.
Lessee means a lessee under a Lease.
Limited Partner means any Person who is the owner of at
least one Unit and who has been admitted to the Partnership
as an Limited Partner and any Person who becomes a
Substitute Limited Partner, in accordance with this
Agreement, in such Person's capacity as a Limited Partner of
the Partnership.
Liquidation Period means the period commencing on the
first day following the end of the Reinvestment Period and
continuing for the period deemed necessary by the General
Partner for orderly termination of its operations and
affairs and liquidation or disposition of the Partnership's
Investments and other assets and the realization of maximum
Liquidation Proceeds therefor, which period is expected to
continue not less than twelve (12), and not more than thirty
six (36), months beyond the end of the Reinvestment Period
and which, in any event, will end no later than eleven (11)
years after the Final Closing Date.
Majority or Majority Interest means Limited Partners
owning more than 50% of the aggregate outstanding Units.
Management Fees means, for any Fiscal Year, a fee in an
amount equal to the lesser of (a) the sum of (i) an amount
equal to 5% of annual gross rental revenues realized under
Operating Leases, (ii) an amount equal to 2% of annual gross
rental payments realized under Full-Payout Leases that are
Net Leases, (iii) an amount equal to 2% of annual gross
principal and interest revenues realized in connection with
Financing Transactions or (iv) an amount equal to 7% of
annual gross rental revenues from Equipment owned and
operated by the Partnership in the manner contemplated by
the NASAA Guidelines (i.e., the General Partner provides
both asset management and additional services relating to
the continued and active operation of such Equipment, such
as on-going marketing or re-leasing of Equipment, hiring or
arranging for the hiring of crews or operating personnel for
such Equipment and similar services), and (b) the amount of
reasonable management fees customarily paid to
non-affiliated third parties rendering similar services in
the same geographic location and for similar types of
equipment.
Maximum Offering means receipt and acceptance by the
Partnership of subscriptions by Persons eligible to purchase
a total of 750,000 Units of Partnership Interest on or
before the Final Closing Date.
Minimum Offering means receipt and acceptance by the
Partnership of subscriptions for not less than 12,000 Units
(excluding the ten (10) Units subscribed for by the Original
Limited Partner and any Units in excess of 600 Units
collectively subscribed for by the General Partner or any
Affiliate of the General Partner).
NASAA Guidelines means the Statement of Policy regarding
Equipment Programs adopted by the North American Securities
Administrators Association, Inc., as in effect on the date
of the Prospectus.
NASD means the National Association of Securities Dealers,
Inc.
Net Disposition Proceeds means the proceeds realized by
the Partnership from the Sale, refinancing or other
disposition of an item of Equipment (including insurance
proceeds or lessee indemnity payments arising from the loss
or destruction of the Equipment), Financing Transactions, or
any other Partnership property, less all related Partnership
liabilities.
Net Lease means a Lease under which the Lessee assumes
responsibility for, and bears the cost of, insurance, taxes,
maintenance, repair and operation of the leased asset and
where the noncancelable rental payments pursuant to such
Lease are absolutely net to the Partnership.
Net Offering Proceeds means the Gross Offering Proceeds
minus the Underwriting Fees, Sales Commissions and the O & O
Expense Allowance payable by the Partnership.
Net Unit Price means the Gross Unit Price less an amount
equal to 8% of the Gross Unit Price (equivalent to Sales
Commissions) for each Unit or fraction thereof purchased by
an Affiliated Limited Partner.
Net Worth means, with respect to any Person as of any
date, the excess, on such date, of assets over liabilities,
as such items would appear on the balance sheet of such
Person in accordance with generally accepted accounting
principles.
Notice means a writing containing the information required
by this Agreement to be communicated to any Person,
personally delivered to such Person or sent by registered,
certified or regular mail, postage prepaid, to such Person
at the last known address of such Person.
O & O Expense Allowance means the aggregate amount equal
to the product of (a) the number of Units subscribed for in
the Offering and (b) 3.5% ($3.50 per Unit) of the first
$25,000,000 or less of each Unit sold for Gross Offering
Proceeds; 2.5% ($2.50 per Unit) of each Unit sold for Gross
Offering Proceeds in excess of $25,000,000 but less than
$50,000,000; and 1.5% ($1.50 per Unit) for Gross Offering
Proceeds exceeding $50,000,000.
Offering means the offering of Units pursuant to the
Prospectus.
Offering Period means the period from the Effective Date
to the Termination Date.
Operating Expenses means (a) all costs of personnel
(including officers or employees of the General Partner or
its Affiliates other than Controlling Persons) involved in
the business of the Partnership, allocated pro rata to their
services performed on behalf of the Partnership, but
excluding overhead expenses attributable to such personnel);
(b) all costs of borrowed money, taxes and assessments on
Partnership Investments and other taxes applicable to the
Partnership; (c) legal, audit, accounting, brokerage,
appraisal and other fees; (d) printing, engraving and other
expenses and taxes incurred in connection with the issuance,
distribution, transfer, registration and recording of
documents evidencing ownership of an interest in the
Partnership or in connection with the business of the
Partnership; (e) fees and expenses paid to independent
contractors, bankers, brokers and services, leasing agents
and sales personnel consultants and other equipment
management personnel, insurance brokers and other agents
(all of which shall only be billed directly by, and be paid
directly to, the provider of such services); (f) expenses
(including the cost of personnel as described in (a) above)
in connection with the disposition, replacement, alteration,
repair, refurbishment, leasing, licensing, re-leasing,
re-licensing, financing, refinancing and operation of
Partnership Equipment and Financing Transactions (including
the costs and expenses of insurance premiums, brokerage and
leasing and licensing commissions, if any, with respect to
its Investments and the cost of maintenance of its
Equipment; (g) expenses of organizing, revising, amending,
converting, modifying or terminating the Partnership; (h)
expenses in connection with distributions made by the
Partnership to, and communications and bookkeeping and
clerical work necessary in maintaining relations with, its
Limited Partners, including the costs of printing and
mailing to such Person evidences of ownership of Units and
reports of meetings of the Partners and of preparation of
proxy statements and solicitations of proxies in connection
therewith; (i) expenses in connection with preparing and
mailing reports required to be furnished to the Limited
Partners for investor, tax reporting or other purposes, and
reports which the General Partner deems it to be in the best
interests of the Partnership to furnish to the Limited
Partners and to their sales representatives; (j) any
accounting, computer, statistical or bookkeeping costs
necessary for the maintenance of the books and records of
the Partnership (including an allocable portion of the
Partnership's costs of acquiring and owning computer
equipment used in connection with the operations and
reporting activities of the Partnership and any other
investment programs sponsored by the General Partner or any
of its Affiliates, the Partnership's interest in which
equipment shall be liquidated in connection with the
Partnership's liquidation); (k) the cost of preparation and
dissemination of the informational material and
documentation relating to potential sale, refinancing or
other disposition of Equipment and Financing Transactions;
(l) the costs and expenses incurred in qualifying the
Partnership to do business in any jurisdiction, including
fees and expenses of any resident agent appointed by the
Partnership; and (m) the costs incurred in connection with
any litigation or regulatory proceedings in which the
Partnership is involved.
Operating Lease means a lease, entered into or acquired
from time to time by the Partnership, pursuant to which the
aggregate noncancelable rental payments during the original
term of such lease, on a net present value basis, are not
sufficient to recover the Purchase Price of the Equipment
leased thereby.
Operations means all operations and activities of the
Partnership except Sales.
Organizational and Offering Expenses means (a) all costs
and expenses incurred in connection with, and in preparing
the Partnership for, qualification under federal and state
securities laws and subsequently offering and distributing
the Units to the public (except for Sales Commissions and
Underwriting Fees payable to the General Partner, the
Dealer-Manager or any Selling Dealer), including but not
limited to, (i) printing costs, (ii) registration and filing
fees, (iii) attorneys', accountants' and other professional
fees and (iv) Due Diligence Expenses and (b) the direct
costs of salaries to and expenses (including costs of
travel) of officers and directors of the General Partner or
any Affiliate of the General Partner while engaged in
organizing the Partnership and registering the Units.
Original Limited Partner means Thomas W. Martin.
Participant List means a list, in alphabetical order by
name, setting forth the name, address and business or home
telephone number of, and number of Units held by, each
Limited Partner, which list shall be printed on white paper
in a readily readable type size (in no event smaller than
10-point type) and shall be updated at least quarterly to
reflect any changes in the information contained therein.
Partner means the General Partner (including any
Substitute General Partner) and any Limited Partner
(including the Original Limited Partner and any Substitute
Limited Partner).
Partner Nonrecourse Debt means any Partnership nonrecourse
liability for which any Partner bears the economic risk of
loss within the meaning of Treas. Reg. Section 1.704-2(b)(4).
Partner Nonrecourse Debt Minimum Gain has the meaning
specified in Treas. Reg. Section 1.704-2(i)(3), and such
additional amount as shall be treated as Partner Nonrecourse
Minimum Gain pursuant to Treas. Reg.
Section 1.704-2(j)(1)(iii).
Partner Nonrecourse Deductions shall consist of those
deductions and in those amounts specified in Treas. Reg.
Sections 1.704-2(i)(2) and (j).
Partnership means ICON Income Fund Eight 1 L.P., the
limited partnership formed pursuant to, and governed by the
terms of, this Agreement.
Partnership Loan means any loan made to the Partnership by
the General Partner or any Affiliate of the General Partner
in accordance with Section 6.2(d) of this Agreement.
Partnership Minimum Gain has the meaning specified in
Treasury Regulation 1.704-2(b)(2) and (d) and such
additional amount as shall be treated as Partnership Minimum
Gain pursuant to Treas. Reg. Section 1.704-2(j)(1)(iii).
Partnership Nonrecourse Deductions shall consist of those
deductions and in those amounts specified in Treas. Reg.
Sections 1.704-2(c) and (j).
Payout means the time when the aggregate amount of cash
distributions (from whatever sources) to a Limited Partner
equals the amount of such Limited Partner's Capital
Contribution plus an amount equal to an eight (8%) percent
annual cumulative return on such Capital Contribution,
compounded daily from a date not later than the last day of
the calendar quarter in which such Capital Contribution is
made (determined by treating distributions actually made to
a Limited Partner as first being applied to satisfy such 8%
return on capital which has accrued and has not been paid
and applying any excess distributions as a return of such
Limited Partner's Capital Contribution). Income earned on
escrowed funds and distributed to Limited Partners may be
used to satisfy the cumulative return requirement.
Permitted Investment means an investment in any of (a)
certificates of deposit or savings or money-market accounts
insured by the Federal Deposit Insurance Corporation of
banks located in the United States; (b) short-term debt
securities issued or guaranteed by the United States
Government or its agencies or instrumentalities, or bank
repurchase agreements collateralized by such United States
Government or agency securities, (c) other highly liquid
types of money-market investments.
Person shall mean any natural person, partnership, trust,
corporation, association or other legal entity, including,
but not limited to, the General Partner and any Affiliate of
the General Partner.
Prior Program means any Program previously sponsored by
the General Partner or any Affiliate of the General Partner.
Prior Public Programs means ICON Cash Flow Partners, L.P.,
Series A, ICON Cash Flow Partners, L.P., Series B, ICON Cash
Flow Partners, L.P., Series C, ICON Cash Flow Partners,
L.P., Series D, and ICON Cash Flow Partners, L.P., Series E,
ICON Cash Flow Partners L.P. Six and ICON Cash Flow Partners
L.P. Seven.
Profits or Losses means, for any Fiscal Year, the
Partnership's taxable income or loss for such Fiscal Year,
determined in accordance with Code section 703(a) (for this
purpose, all items of income, gain, loss or deduction
required to be stated separately pursuant to Code section
703(a)(1) shall be included in taxable income or loss), with
the following adjustments:
(a) Any income of the Partnership that is exempt from
federal income tax and not otherwise taken into account in
computing Profits or Losses shall be applied to increase
such taxable income or reduce such loss;
(b) any expenditure of the Partnership described in Code
section 705(a)(2)(B), or treated as such pursuant to Treas.
Reg. 1.704-1(b)(2)(iv)(i) and not otherwise taken into
account in computing Profits and Losses shall be applied to
reduce such taxable income or increase such loss;
(c) gain or loss resulting from a taxable disposition of
any asset of the Partnership shall be computed by reference
to the Gross Asset Value of such asset and the special
depreciation calculations described in Treas. Reg.
1.704-1(b)(2)(iv)(g), notwithstanding that the adjusted
tax basis of such asset may differ from its Gross Asset
Value;
(d) in lieu of the depreciation, amortization, and other
cost recovery deductions taken into account in computing
such taxable income or loss for such Fiscal Year, there
shall be taken into account depreciation, amortization or
other cost recovery determined pursuant to the method
described in Treas. Reg. 1.704-1(b)(2)(iv)(g)(3); and
(e) any items which are specially allocated pursuant to
Section 8.2(f) shall not be taken into account in computing
Profits or Losses.
Profits from Operations or Losses from Operations means
all Profits for Tax Purposes or Losses for Tax Purposes of
the Partnership other than Profits for Tax Purposes or
Losses for Tax Purposes generated by Sales.
Profits from Sales or Losses from Sales means all
Profits for Tax Purposes or Losses for Tax Purposes of the
Partnership generated by Sales.
1 A and B
Program means a limited or general partnership, Joint
Venture, unincorporated association or similar organization,
other than a corporation, formed and operated for the
primary purpose of investment in and the operation of or
gain from an interest in equipment.
Prospectus means the prospectus included as part of the
Registration Statement on Form S-1 (No. __________) in the
final form in which such prospectus is filed with the
Commission pursuant to Rule 424(b) under the Securities Act
and as thereafter supplemented or amended pursuant to Rule
424(c) under the Securities Act.
Purchase Price means, with respect to any Investment, the
price paid by, or on behalf of, the Partnership for or in
connection with the purchase of any item of Equipment or the
acquisition or consummation of any Financing Transaction, as
the case may be, including the amount of the related
Acquisition Fees and all liens and encumbrances on such item
of Equipment or Financing Transaction (but excluding
points and prepaid interest), plus that portion of the
reasonable, necessary and actual expenses incurred by the
General Partner or any such Affiliate in acquiring Equipment
or Financing Transactions on an arm's length basis with a
view to transferring such Equipment or Financing Transaction
to the Partnership, which is allocated to the Equipment or
Financing Transaction in question in accordance with
allocation procedures employed by the General Partner or
such Affiliate from time to time and within generally
accepted accounting principles. Purchase Price shall also
mean, with respect to options to acquire Equipment or any
interest therein, the sum of the exercise price and the
price to acquire the option.
Qualified Plan means a pension, profit-sharing or stock
bonus plan, including Keogh Plans, meeting the requirements
of Sections 401 et seq. of the Code, as amended, and its
related trust.
Qualified Subscription Account means the interest-bearing
account established and maintained by the Partnership for
the purpose of holding, pending the distribution thereof in
accordance with the terms of this Agreement, of Subscription
Monies received from Persons who are to be admitted as
Limited Partners as a result of Closings to be held
subsequent to the Initial Closing Date.
Registration Statement means the Registration Statement on
Form S-1 (No._________) filed with the Commission under the
Securities Act in the form in which such Registration
Statement is declared to be effective.
Reinvestment Period means the period commencing with the
Initial Closing Date and ending five (5) years after the
Final Closing Date; provided that such period may be
extended at the sole and absolute discretion of the General
Partner for a further period of not more than an additional
36 months.
Reserves means reserves established and maintained by the
Partnership for working capital and contingent liabilities,
including repairs, replacements, contingencies, accruals
required by lenders for insurance, compensating balances
required by lenders and other appropriate items, in an
amount not less than (a) during the Reinvestment Period,
1.0% of Gross Offering Proceeds and (b) during the
Disposition Period, the lesser of (1) 1% of Gross Offering
Proceeds and (2) 1% of the Partnership's aggregate Adjusted
Capital Accounts.
Roll-Up means any transaction involving the acquisition,
merger, conversion, or consolidation, either directly or
indirectly, of the Partnership and the issuance of
securities of a Roll-Up Entity. Such term does not include
(a) a transaction involving securities of the Partnership if
they have been listed on a national securities exchange or
traded through the National Association of Securities
Dealers Automated Quotation National Market System for at
least 12 months; or (b) a transaction involving the
conversion of only the Partnership to corporate, trust or
association form if, as a consequence of such transaction,
there will be no significant adverse change in (i)
Partnership's voting rights; (ii) the term of existence of
the Partnership; (iii) Sponsor's compensation; or (iv) the
Partnership's investment objectives.
Roll-Up Entity means any partnership, corporation, trust,
or other entity that is created by, or surviving after, the
successful completion of a proposed Roll-Up transaction.
Sale means the sale, exchange, involuntary conversion,
foreclosure, condemnation, taking, casualty (other than a
casualty followed by refurbishing or replacement), or other
disposition of any of the Partnership's Equipment and
Financing Transactions.
Sales Commissions means, with respect to any Unit, an
amount equal to 8.0% of the Gross Offering Proceeds
attributable to the sale of such Unit.
Schedule A means Schedule A attached to and made a part
of, this Agreement, which sets forth the names, addresses,
Capital Contributions and Interests of the Partners, as
amended or supplemented from time to time to add or delete,
as the case may be, such information with respect to any
Partner.
Secondary Market has the meaning specified in Section
10.2(c) of this Agreement.
Securities Act means the Securities Act of 1933, as
amended.
Selling Dealer means each member firm of the National
Association of Securities Dealers, Inc. which has been
selected by the General Partner or the Dealer-Manager to
offer and sell Units and which has entered into a Selling
Dealer Agreement with the General Partner or the
Dealer-Manager.
Selling Dealer Agreement means each of the agreements
entered into between the General Partner or the
Dealer-Manager and any Seller Dealer, each substantially in
the respective form thereof filed as an exhibit to the
Registration Statement.
Sponsor means any Person directly or indirectly
instrumental in organizing, in whole or in part, the
Partnership or any Person who will manage or participate in
the management of the Partnership, and any Affiliate of such
Person. The term Sponsor does not include any Person whose
only relationship to the Partnership is that of (1) an
independent equipment manager and whose only compensation is
as such or (2) a wholly independent third party, such as an
attorney, accountant or underwriter, whose only compensation
is for professional services rendered in connection with the
Offering.
Subordinated Remarketing Fee means, with respect to any
Investment, a fee in the amount equal to the lesser of (a)
3% of the contract sales price applicable to such
Investment, or (b) one-half of that brokerage fee that is
reasonable, customary and competitive in light of the size,
type and location of such Investment.
Subscription Agreement means the Subscription Agreement
substantially in the form thereof filed as an exhibit to the
Prospectus.
Subscription Monies has the meaning specified in Section
5.3(j) of this Agreement.
Substitute General Partner means any Assignee of or
successor to the General Partner admitted to the Partnership
in accordance with Section 9.5 of the Agreement.
Substitute Limited Partner means any Assignee of Units who
is admitted to the Partnership as a Limited Partner pursuant
to Section 10.3 of this Agreement.
Tax Counsel means Day, Berry & Howard LLP, Boston,
Massachusetts, or such other tax counsel acceptable to the
General Partner.
Tax Matters Partner means the Person designated pursuant
to Section 6231(a)(7) of the Code to manage administrative
and judicial tax proceedings conducted at the Partnership
level by the Internal Revenue Service with respect to
Partnership matters. The General Partner is designated Tax
Matters Partner for the Partnership in Section 12.6(e) of
this Agreement.
Termination Date means the earliest of (a) the date on
which the Maximum Offering has been sold, (b) twelve (12)
months following the Effective Date provided that such
period may be extended at the sole and absolute discretion
of the General Partner for a further period of not more than
an additional 12 months and (c) the termination of the
Offering by the General Partner at any time.
Treasury Regulation or Treas. Reg. means final or
temporary regulations issued by the United States Treasury
Department pursuant to the Code.
Underwriting Fees means, in the aggregate, fees in an
amount equal to 2.0% of the Gross Offering Proceeds of Units
sold.
Unit means a Unit of Partnership interest held by any
Limited Partner.
Unpaid Cumulative Return means, as to any Limited Partner,
the amount of such Limited Partner's Cumulative Return
calculated through the date as of which such Unpaid
Cumulative Return is being calculated, reduced (but not
below zero) by the aggregate distributions theretofore made
to such Limited Partner by the Partnership pursuant to
Sections 8.1(c) and 11.3 of this Agreement which are deemed
to be a reduction of such Limited Partner's Unpaid
Cumulative Return pursuant to Section 8.3(d)(i).
Unpaid Target Distribution means, as to any Limited
Partner, as of any given date, the sum of such Partner's
Adjusted Capital Contribution plus such Limited Partner's
Unpaid Cumulative Return.
User means any equipment user to whom the Partnership
provides financing pursuant to a Financing Transaction.
Voluntary Withdrawal means, with respect to the General
Partner, the voluntary withdrawal from the Partnership of
the General Partner as the General Partner of the
Partnership, or the voluntary sale, assignment, encumbrance
or other disposition of all of the General Partner's General
Partnership Interest pursuant to Section 9.1 of this
Agreement.
Withdrawal means, with respect to the General Partner, the
Voluntary or Involuntary Withdrawal of such General Partner.
Withdrawn General Partner means a General Partner which
has completed a Withdrawal in accordance with the provisions
of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
GENERAL PARTNER: ORIGINAL LIMITED PARTNER:
ICON CAPITAL CORP.
BY: BY:
/s/Beaufort J. B. Clarke /s/Thomas W. Martin
BEAUFORT J. B. CLARKE, President THOMAS W. MARTIN
SCHEDULE A
NAMES, ADDRESSES AND CAPITAL CONTRIBUTIONS OF PARTNERS
Name and Address Capital Contributions
Made
I. General Partner
ICON Capital Corp. $1,000
600 Mamaroneck Avenue
Harrison, New York 10528
II. Original Limited Partner
Thomas W. Martin $1,000
31 Milk Street
Suite 1111
Boston, MA 02109
AGREEMENT OF LIMITED PARTNERSHIP OF
ICON INCOME FUND EIGHT 1 L.P.
TABLE OF CONTENTS
Page
Section 1. ESTABLISHMENT OF PARTNERSHIP.............................. 1
Section 2. NAME, PRINCIPAL OFFICE, NAME AND ADDRESS OF
REGISTERED AGENT
FOR SERVICE OF PROCESS................................... 1
2.1 Legal Name and Address.................................... 1
2.2 Address of Partners....................................... 1
Section 3. PURPOSES AND POWERS....................................... 2
3.1 Purposes.................................................. 2
3.2 Investment Objectives and Policies........................ 2
3.3 Powers.................................................... 2
Section 4. TERM...................................................... 3
Section 5. PARTNERS AND CAPITAL...................................... 3
5.1 General Partner........................................... 3
5.2 Original Limited Partner.................................. 3
5.3 Limited Partners.......................................... 3
5.4 Partnership Capital....................................... 5
5.5 Capital Accounts.......................................... 5
5.6 Additional Capital Contributions . . . . .................. 6
5.7 Loans by Partners.......................................... 6
5.8 No Right to Return of Capital.............................. 6
Section 6. GENERAL PARTNER............................................ 6
6.1 Extent of Powers and Duties................................ 6
6.2 Limitations on the Exercise of Powers of General
Partner.................................................... 9
6.3 Limitation on Liability of General Partner and its
Affiliates; Indemnification............................... 12
6.4 Compensation of General Partner and its Affiliates........ 13
6.5 Other Interests of the General Partner and its
Affiliates................................................ 16
Section 7. POWERS AND LIABILITIES OF LIMITED PARTNERS................ 17
7.1 Absence of Control Over Partnership Business.............. 17
7.2 Limited Liability......................................... 17
Section 8. DISTRIBUTIONS AND ALLOCATIONS............................. 18
8.1 Distribution of Distributable Cash from Operations
and Distributable Cash from Sales ........................ 18
8.2 Allocations of Profits and Losses......................... 19
8.38.3....Distributions and Allocations Among the Limited Partners
21
8.4 Tax Allocations: Code Section 704(c); Revaluations........ 22
8.5 Compliance with NASAA Guidelines Regarding
Front-End Fees............................................ 22
8.6 Return of Uninvested Capital Contribution................. 22
8.7 Partner's Return of Investment in the Partnership......... 22
8.8 No Distributions in Kind ................................. 22
8.9 Partnership Entitled to Withhold.......................... 23
Section 9. WITHDRAWAL OF GENERAL PARTNER............................. 23
9.1 Voluntary Withdrawal...................................... 23
9.2 Involuntary Withdrawal.................................... 23
9.3 Consequences of Withdrawal................................ 23
9.4 Liability of Withdrawn General Partner.................... 24
9.5 Continuation of Partnership Business...................... 24
1 A or B
A-i
Page
Section 10.............................................TRANSFER OF UNITS
24
10.1 Withdrawal of a Limited Partner........................... 24
10.2 Assignment................................................ 25
10.3 Substitution.............................................. 26
10.4 Status of an Assigning Limited Partner.................... 26
10.5 Limited Right of Presentment for Redemption of
Units..................................................... 26
Section 11....................................DISSOLUTION AND WINDING-UP
27
11.1 Events Causing Dissolution................................ 27
11.2 Winding Up of the Partnership; Capital
Contribution by the General Partner Upon
Dissolution............................................... 27
11.3 Application of Liquidation Proceeds Upon
Dissolution............................................... 28
11.4 No Recourse Against Other Partners........................ 29
Section 12................................................FISCAL MATTERS
29
12.1 Title to Property and Bank Accounts....................... 29
12.2 Maintenance of and Access to Basic Partnership
Documents................................................. 29
12.3 Financial Books and Accounting............................ 30
12.4 Fiscal Year............................................... 30
12.5 Reports................................................... 30
12.6 Tax Returns and Tax Information........................... 32
12.7 Accounting Decisions...................................... 32
12.8 Federal Tax Elections..................................... 32
12.9 Tax Matters Partner....................................... 33
12.10Reports to State Authorities.............................. 34
Section 13............MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS
34
13.1 Meetings of the Limited Partners.......................... 34
13.2 Voting Rights of the Limited Partners..................... 35
13.3 Limitations on Action by the Limited Partners............. 35
Section 14....................................................AMENDMENTS
35
14.1 Amendments by the General Partner......................... 35
14.2 Amendments with the Consent of the Majority
Interest.................................................. 36
Section 15.............................................POWER OF ATTORNEY
36
15.1 Appointment of Attorney-in-Fact........................... 37
15.2 Amendments to Agreement and Certificate of Limited
Partnership............................................... 37
15.3 Power Coupled With an Interest............................ 37
Section 16............................................GENERAL PROVISIONS
37
16.1 Notices, Approvals and Consents........................... 37
16.2 Further Assurances........................................ 38
16.3 Captions.................................................. 38
16.4 Binding Effect............................................ 38
16.5 Severability.............................................. 38
16.6 Integration............................................... 38
16.7 Applicable Law............................................ 38
16.8 Counterparts.............................................. 38
16.9 Creditors................................................. 39
16.10Interpretation............................................ 39
16.11Successors and Assigns.................................... 39
16.12Waiver of Action for Partition............................ 39
Section 17...................................................DEFINITIONS
39
A-ii
EXHIBIT B
PRIOR PERFORMANCE TABLES
FOR THE PRIOR PUBLIC PROGRAMS
<PAGE>
Prior Performance Tables
The following unaudited tables disclose certain information relating to
the performance, operations and investment for seven of the General Partner's
previous publicly-offered income-oriented programs, ICON Cash Flow Partners,
L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series
B"), ICON Cash Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow
Partners, L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E
("Series E"), ICON Cash Flow Partners L.P. Six ("LP Six") and ICON Cash Flow
Partners L.P. Seven ("LP Seven"), collectively the "Prior Public Programs").
Purchasers of the Units of limited partnership interest in ICON Income Fund
Eight (the "Partnership") being offered by this Prospectus will not acquire any
ownership interest in any of the Prior Public Programs and should not assume
that they will experience investment results or returns, if any, comparable to
those experienced by investors in the Prior Public Programs.
Additional information concerning the Prior Public Programs will be
contained in Form 10-K Annual Reports for each such Program which may be
obtained (after their respective filing dates) without charge by contacting ICON
Capital Corp., 600 Mamaroneck Avenue, Harrison, New York 10528-1632. Such Form
10-K Annual Reports will also be available upon request at the office of the
Securities and Exchange Commission, Washington, D.C. The results of the Prior
Public Programs should not be considered indicative of the likely results of the
Partnership. Moreover, the information presented below should not be considered
indicative of the extent to which the Prior Public Programs will achieve their
objectives, because this will in large part depend upon facts which cannot now
be determined or predicted.
See "Other Offerings By the General Partner and Its Affiliates" in this
Prospectus for a narrative discussion of the general investment objectives of
the Prior Public Programs and a narrative discussion of the data concerning the
Prior Public Programs contained in these Tables. Additionally, see Table VI
"Acquisition of Equipment by the Prior Public Programs" which is contained as an
Exhibit to the Registration Statement, as amended, of which this Prospectus is a
part.
Table Description Page
I Experience in Raising and Investing Funds B-2
II Compensation to the General Partner and Affiliates B-4
III Operating Results of Prior Public Programs
* Series A B-5
* Series B B-7
* Series C B-9
* Series D B-11
* Series E B-13
* LP Six B-15
* LP Seven B-17
IV Results of Completed Prior Public Programs (None) B-19
V Sales or Disposition of Equipment by Prior Public Programs
* Series A B-20
* Series B B-23
* Series C B-30
* Series D B-35
* Series E B-41
* LP Six B-49
* LP Seven B-51
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information, as of March 31, 1998,
concerning the experience of the General Partner in raising and investing
limited partners' funds in its Prior Public Programs:
<TABLE>
Series A Series B Series C Series D
------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dollar amount offered $ 40,000,000 $20,000,000 $20,000,000 $40,000,000
============ =========== =========== ===========
Dollar amount raised $ 2,504,500 100.0% $20,000,000 100.0% $20,000,000 100.0% $40,000,000 100.0%
Less: Offering expenses:
Selling commissions 262,973 10.5% 1,800,000 9.0% 2,000,000 10.0% 4,000,000 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 100,180 4.0% 900,000 4.5% 600,000 3.0% 1,400,000 3.5%
Reserves 25,045 1.0% 200,000 1.0% 200,000 1.0% 400,000 1.0%
------------ ----- ----------- ----- ----------- ----- ----------- -----
Offering proceeds available for investment $ 2,116,302 84.5% $17,100,000 85.5% $17,200,000 86.0% $34,200,000 85.5%
============ ===== =========== ===== =========== ===== =========== =====
Debt proceeds $ 4,190,724 $46,092,749 $50,355,399 $70,962,589
============ =========== =========== ===========
Total equipment acquired $ 7,576,758 $65,580,973 $70,257,280 $32,771,421
============ =========== =========== ===========
Acquisition fees paid to General Partner
and its affiliates $ 206,710 $ 2,219,998 $ 2,396,810 $ 4,539,336
============ =========== =========== ===========
Equipment acquisition costs as a percentage of
amount raised:
Purchase price 81.84% 82.23% 82.70% 82.19%
Acquisition fees paid to General Partner
or its Affiliates 2.66 3.27 3.30 3.31
------------ ----------- ----------- -----------
Percent invested 84.5% 85.5% 86.0% 85.5%
=========== ========== ========== ==========
Percent leveraged (non-recourse debt
financing divided by total purchase price) 55.31% 70.28% 71.67% 53.45%
Date offering commenced 1/9/87 7/18/89 12/7/90 8/23/91
Original offering period (in months) 24 18 18 18
Actual offering period (in months) 24 17 7 10
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 24 18 10 4
</TABLE>
B-2
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information, as of March 31, 1998,
concerning the experience of the General Partner in raising and investing
limited partners' funds in its Prior Public Programs:
<TABLE>
Series E L.P. Six L.P. Seven
-------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dollar amount offered $ 80,000,000 $ 120,000,000 $100,000,000
============ ============= ============
Dollar amount raised $ 61,041,151 100.0% $ 38,385,712 100.0% 72,944,549(1) 100.0%
Less: Offering expenses:
Selling commissions 6,104,115 10.0% 3,838,571 10.0% 7,294,455 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 2,136,440 3.5% 1,343,500 3.5% 2,188,336 3.0%
Reserves 610,412 1.0% 383,857 1.0% 729,446 1.0%
------------ ----- ------------- ---- ------------ ---
Offering proceeds available for investment $ 52,190,184 85.5% $ 32,819,784 85.5% $ 62,732,312 86.0%
============ ===== ============= ==== ============ ====
Debt proceeds $124,431,396 $ 110,105,846 $193,840,785
============ ============= ============
Total equipment acquired $230,776,762 $ 155,010,713 $258,013,049
============ ============= ============
Acquisition fees paid to General Partner
and its affiliates $ 7,021,906 $ 4,390,033 $ 7,524,928
============ ============= ============
Equipment acquisition costs as a percentage of
amount raised:
Purchase price 82.55% 82.75% 83.17%
Acquisition fees paid to General Partner
or its Affiliates 2.95 2.75 2.83
------------ ------------- ------------
Percent invested 85.5% 85.5% 86.0%
=========== ============ ===========
Percent leveraged (non-recourse debt
financing divided by total purchase price) 53.92% 71.12% 75.13%
Date offering commenced 6/5/92 11/12/93 11/9/95
Maximum offering period (in months) 24 24 36
Actual offering period (in months) 13 24 29 (1)
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 9 16 14
</TABLE>
(1) L.P. Seven began offering its units to suitable investors on November 9,
1995. As of June 30, 1998, L.P. Seven had raised an aggregate dollar amount
of $85,793,834. The offering period for L.P. Seven will end no later than
November 8, 1998, 36 months after the Partnership began offering such
units.
B-3
<PAGE>
TABLE II
Compensation to the General Partner and Affiliates
(unaudited)
The following table sets forth certain information, as of March 31,
1998, concerning the compensation derived by the General Partner and its
affiliates from its Prior Public Programs:
<TABLE>
Series A Series B Series C Series D Series E LP Six LP Seven
-------- -------- -------- -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Date offering commenced 1/9/87 7/18/89 12/7/90 8/23/91 6/5/92 11/12/93 11/9/95
Date offering closed 1/8/89 11/16/90 6/20/91 6/5/92 7/31/93 11/8/95 (1)
Dollar amount raised $2,504,500 $20,000,000 $20,000,000 $40,000,000 $ 61,041,151 $38,385,712 $72,944,549
========== =========== =========== =========== ============ =========== ===========
Amounts paid to the General Partner and its
Affiliates from proceeds of the offering:
Underwriting commissions $ 63,450 $ 215,218 $ 413,120 $ 807,188 $ 1,226,111 $ 767,714 $ 1,458,891
========== =========== =========== =========== ============ =========== ===========
Organization and offering reimbursements $ 100,180 $ 900,000 $ 600,000 $ 1,400,000 $ 2,136,440 $ 1,343,500 $ 2,188,336
========== =========== =========== =========== ============ =========== ===========
Acquisition fees $ 206,710 $ 2,219,998 $ 2,396,810 $ 4,539,336 $ 7,021,906 $ 4,390,033 $ 7,524,978
========== =========== =========== =========== ============ =========== ===========
Dollar amount of cash generated from operations
before deducting such payments/accruals to
the General Partner and Affiliates $4,879,680 $21,637,059 $22,454,061 $38,448,938 $100,506,618 $37,968,108 $ 3,922,437
========== =========== =========== =========== ============ =========== ===========
Amount paid or accrued to
General Partner and Affiliates:
Management fee $ 308,386 $ 2,782,287 $ 2,685,205 $ 4,530,494 $ 6,582,207 $ 3,385,280 $ 2,265,130
========== =========== =========== =========== ============ =========== ===========
Administrative expense reimbursements $ 108,924 $ 690,679 $ 562,862 $ 1,664,407 $ 3,429,748 $ 1,701,219 $ 977,676
========== =========== =========== =========== ============ =========== ===========
</TABLE>
(1) L.P. Seven began offering its units to suitable investors on November 9,
1995. As of June 30, 1998, L.P. Seven had raised an aggregate dollar amount
of $85,793,834. The offering period for L.P. Seven will end no later than
November 8, 1998, 36 months after the Partnership began offering such
units.
B-4
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A
(unaudited)
The following table summarizes the operating results of Series A. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
Three Months Ended
March 31, 1998 For the Years Ended December 31,
------------------ ----------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 18,478 $ 40,359 $ 53,041 $128,935 $188,148 $317,069
Net gain on sales or remarketing of equipment 12,429 82,576 142,237 74,970 87,985 118,143
--------- -------- -------- -------- -------- --------
Gross revenue 30,907 122,935 195,278 203,905 276,133 435,212
Less:
Administrative expense reimbursement
- General Partner 888 4,521 7,133 9,690 11,404 4,125
General and administrative 787 34,565 32,252 36,641 34,468 32,040
Management fees - General Partner 507 2,553 4,055 5,951 13,607 36,261
Interest expense - 7,875 15,092 39,350 63,423 84,324
Provision for (reversal of) bad debts (2) - (17,000) - 10,000 33,500 87,551
Depreciation expense - - - 18,236 46,330 97,179
Amortization of initial direct costs - - - - 27 686
--------- -------- -------- -------- -------- --------
Net income (loss) - GAAP $ 28,725 $ 90,421 $136,746 $ 84,037 $ 73,374 $ 93,046
========= ======== ======== ======== ======== ========
Net income (loss) - GAAP - allocable to
limited partners $ 27,289 $ 85,900 $129,909 $ 79,835 $ 69,705 $ 88,394
========= ======== ======== ======== ======== ========
Taxable income from operations (1) (3) 62,818 198,523 $ 94,532 $111,397 130,892
========= ======== ======== ======== ======== ========
Cash generated from operations $ 22,614 $109,929 $210,327 $268,467 $301,679 $382,184
Cash generated from sales equipment 14,082 112,356 202,787 136,363 216,200 490,078
Cash generated from refinancing - - - - - -
--------- -------- -------- -------- -------- -------
Cash generated from operations, sales and
refinancing 36,696 222,285 413,114 320,793 517,879 872,262
Less:
Cash distributions to investors from operations,
sales and refinancing 56,351 225,405 225,405 225,533 233,651 356,915
Cash distributions to General Partner from
operations, sales and refinancing 2,966 11,863 11,863 11,867 12,297 18,785
--------- -------- -------- -------- -------- --------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ (22,621) $(14,983) $175,846 $ 83,393 $271,931 $496,562
========= ======== ======== ======== ======== ========
</TABLE>
B-5
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A (Continued)
(unaudited)
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ -------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
<S> <C> <C> <C> <C> <C> <C>
Taxable income from operations (1) (3) $ 23.82 $ 37.65 $ 35.86 $ 42.25 $ 49.65
======= ======= ======= ======= =======
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 10.90 $ 34.30 $ 38.13 $ 31.88 $ 27.83 $ 35.29
Return of capital $ 11.60 $ 55.70 $ 51.87 $ 58.18 $ 65.46 $107.22
Source (on Cash basis)
- Operations $ 9.03 $ 43.89 $ 83.98 $ 90.06 $ 93.29 $142.51
- Sales $ 5.62 $ 44.87 $ 6.02 - - -
- Refinancing - - - - -
- Other $ 7.85 $ 1.24 - - - -
Weighted average number of limited partnership
($500) units outstanding 5,009 5,009 5,009 5,009 5,009 5,009
======= ====== ====== ====== ====== =======
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(3) Interim tax information is not available.
B-6
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B
(unaudited)
The following table summarizes the operating results of Series B. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ ------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenue $ 77,990 $ 333,775 $ 342,739 $ 715,841 $1,327,962 $2,526,762
Net gain on sales or remarketing
of equipment 21,164 228,875 176,924 480,681 288,714 185,542
--------- ---------- ---------- ---------- ---------- ----------
Gross revenue 99,154 562,650 519,663 1,196,522 1,616,676 2,712,304
Less:
Interest expense 21,765 106,868 45,619 182,419 612,643 1,285,458
General and administrative 7,182 59,847 102,721 102,334 102,444 120,094
Administrative expense reimbursement
- General Partner 5,848 39,609 50,841 85,848 153,287 38,467
Management fees - General Partner (4) - - (228,906) 84,811 151,316 517,107
Depreciation expense - - - 54,799 106,001 244,819
Amortization of initial direct costs - - 4 33,433 100,949 255,570
Provision for bad debts (2) - - - 25,000 - 20,000
Write down of estimated residual values (3) - - - - - -
--------- ---------- ---------- ---------- ---------- -------
Net income (loss) - GAAP $ 64,359 $ 356,326 $ 549,384 $ 627,878 $ 390,036 $ 230,789
========= ========== ========== ========== ========== ==========
Net income (loss) - GAAP - allocable to
limited partners $ 63,715 $ 352,763 $ 543,890 $ 621,599 $ 386,136 $ 228,461
========= ========== ========== ========== ========== ==========
Taxable income from operations (1) (5) $ 44,995 $ 740,381 $2,363,289 $ 475,707 $ 103,180
========== ========== ========== ========== ==========
Cash generated from operations $ 382,639 $ 879,014 $1,002,547 $ 999,015 $ 800,648 $2,434,478
Cash generated from sales 22,335 544,232 600,737 2,148,030 3,443,168 1,129,325
Cash generated from refinancing 150,000 1,500,000 - - - -
--------- ---------- ---------- ---------- ---------- ---------
Cash generated from operations, sales and
refinancing 554,974 2,923,246 1,603,284 3,147,045 4,243,816 3,563,803
Less:
Cash distributions to investors from operations,
sales and refinancing 449,550 1,798,200 1,798,200 1,799,763 1,800,000 2,466,667
Cash distributions to General Partner from
operations, sales and refinancing 4,540 18,164 18,164 18,180 18,182 24,917
--------- ---------- ---------- ---------- ---------- ----------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ 100,884 $1,106,882 $ (213,080)$1,329,102 $2,425,634 $1,072,219
========= ========== ========== ========== ========== ==========
</TABLE>
B-7
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B (Continued)
(unaudited)
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ ------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (5) $ 2.23 $ 36.69 $ 116.99 $ 23.55 $ 5.11
========= ========= ======== ========== ========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 3.15 $ 17.73 $ 27.23 $ 31.08 $ 19.31 $ 11.42
Return of capital $ 19.35 $ 72.27 $ 62.78 $ 58.92 $ 70.69 $ 111.91
Source (on Cash basis)
- Operations $ 19.12 $ 44.00 $ 50.18 $ 49.96 $ 39.63 $ 120.50
- Sales $ 1.13 $ 27.24 $ 30.07 $ 40.04 $ 50.37 $ 2.83
- Refinancing $ 2.25 $ 18.76 - - - -
- Other - - $ 9.75 - - -
Weighted average number of limited partnership
($100) units outstanding 199,800 199,800 199,800 199,986 200,000 200,000
========= ======== ======== ======== ======== =========
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(3) The Partnership records a write down to its residual position if it has
been determined to be impaired. Impairment generally occurs for one of two
reasons: (1) when the recoverable value of the underlying equipment falls
below the Partnership's carrying value or (2) when the primary security
holder has foreclosed on the underlying equipment in order to satisfy the
remaining lease obligation and the amount of proceeds received by the
primary security holder in excess of such obligation is not sufficient to
recover the Partnership's residual position.
(4) The Partnership's Reinvestment Period expired on November 15, 1995, five
years after the Final Closing Date. The General Partner distributed a
Definitive Consent Statement to the Limited Partners to solicit approval of
two amendments to the Partnership Agreement. As of March 20, 1996 these
amendments were agreed to and are effective from and after November 15,
1995. The amendments: (1) extend the Reinvestment Period for a maximum of
four additional years and likewise delay the start and end of the
Liquidation Period, and (2) eliminate the Partnership=s obligation to pay
the General Partner $220,000 of the $347,000 accrued and unpaid management
fees as of November 15, 1995, and any additional management fees which
would otherwise accrue during the present Liquidation Period. The portion
of the accrued and unpaid management fees that would be payable to the
General Partner, or $127,000 ($347,000 less $220,000) will be returned to
the Partnership in the form of an additional Capital Contribution by the
General Partner.
(5) Interim tax information not available.
B-8
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C
(unaudited)
The following table summarizes the operating results of Series C. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ -------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues $108,896 $ 455,472 $ 659,218 $ 964,104 $ 1,775,547 $3,203,141
Net gain on sales or remarketing of equipment 79,155 175,860 511,331 95,250 361,407 101,463
-------- ---------- ---------- ---------- ----------- ----------
Gross revenue 188,051 631,332 1,170,549 1,059,354 2,136,954 3,304,604
Less:
General and administrative 15,868 60,248 37,247 107,419 104,307 133,274
Administrative expense reimbursement
- General Partner 8,622 59,126 93,494 130,482 174,261 78,969
Interest expense - 4,888 16,809 253,143 920,433 1,715,520
Management fees - General Partner - (471,463) 92,360 128,533 171,135 695,662
Amortization of initial direct costs - - 6,912 38,892 154,879 427,625
Depreciation expense - - - - 224,474 393,185
Provision for/(reversal of) bad debt (2) - - - - 141,000 (90,000)
Write down of estimated residual values (3) - - - - - -
-------- ---------- ---------- ---------- ----------- -------
Net income (loss) - GAAP $163,561 $ 978,533 $ 923,727 $ 400,885 $ 246,645 $ (49,631)
======== ========== ========== ========== =========== ==========
Net income (loss) - GAAP - allocable to
limited partners $161,925 $ 968,748 $ 914,490 $ 396,876 $ 244,000 $ (49,135)
======== ========== ========== ========== =========== ==========
Taxable income (loss) from operations (1) (5) $ 274,376 $1,768,103 $ (649,775)$(3,611,476)$1,780,593
========== ========== ========== =========== ==========
Cash generated from operations $533,143 $2,038,710 $1,987,290 $ 391,072 $ 2,854,887 $2,694,348
Cash generated from sales 92,979 621,621 1,289,421 3,058,969 1,665,032 1,266,452
Cash generated from refinancing - - - - - -
-------- ---------- ---------- ---------- ----------- -------
Cash generated from operations, sales and
refinancing 626,122 2,660,331 3,276,711 3,450,041 4,519,919 3,960,800
Less:
Cash distributions to investors from operations,
sales and refinancing 445,921 1,784,993 1,786,992 1,796,363 1,799,100 2,466,667
Cash distributions to General Partner from
operations, sales and refinancing 4,504 18,030 18,050 18,144 18,173 24,916
-------- ---------- ---------- ---------- ----------- ----------
Cash generated from operations, sales and
refinancing after cash distributions $175,697 $ 857,308 $1,471,669 $1,635,534 $ 2,702,646 $1,469,217
======== ========== ========== ========== =========== ==========
</TABLE>
B-9
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C (Continued)
(unaudited)
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ -------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (5) $ 13.70 $ 88.16 $ (32.24) $ (178.86) $ 88.14
======= ========= ========= ========= ========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 8.17 $ 48.85 $ 46.06 $ 19.87 $ 12.21 -
Return of capital $ 14.33 $ 41.15 $ 43.94 $ 70.13 $ 77.79 $ 123.33
Source (on Cash basis)
- Operations $ 22.50 $ 90.00 $ 90.00 $ 19.59 $ 90.00 $ 123.33
- Sales - - - $ 70.41 - -
- Refinancing - - - - - -
- Other - - - - - -
Weighted average number of limited partnership
($100) units outstanding 198,187 198,332 198,551 199,558 199,900 199,992
========= ======== ======== ======== ======== ========
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income (loss)
from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(3) The Partnership records a write down to its residual position if it has
been determined to be impaired. Impairment generally occurs for one of two
reasons: (1) when the recoverable value of the underlying equipment falls
below the Partnership's carrying value or (2) when the primary security
holder has foreclosed on the underlying equipment in order to satisfy the
remaining lease obligation and the amount of proceeds received by the
primary security holder in excess of such obligation is not sufficient to
recover the Partnership's residual position.
(4) The Partnership's Reinvestment Period expired on June 19, 1996, five years
after the Final Closing Date. The General Partner distributed a Definitive
Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement. As of February 19, 1998 these
amendments were agreed to and are effective from and after June 19, 1996.
The amendments: (1) extend the Reinvestment Period for a maximum of four
and one half additional years and likewise delay the start and end of the
Liquidation Period, and (2) eliminate the Partnership's obligation to pay
the General Partner $529,125 of the $634,125 accrued and unpaid management
fees as of December 31, 1997 and any additional management fees which would
otherwise accrue during the present Liquidation Period. The portion of the
accrued and unpaid management fees that would be payable to the General
Partner or $105,000 ($634,125 less $529,125) will be returned to the
Partnership in the form of an additional Capital Contribution by the
General Partner.
(5) Interim tax information not available.
B-10
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D
(unaudited)
The following table summarizes the operating results of Series D. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ -----------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 730,736 $ 3,084,705 $ 3,619,457 $ 3,270,722 $ 3,661,321 $ 6,300,753
Net gain on sales or remarketing of equipment 6,854 452,706 2,391,683 1,931,333 1,199,830 313,468
---------- ----------- ----------- ----------- ----------- -----------
Gross revenue 737,590 3,537,411 6,011,140 5,202,055 4,861,151 6,614,221
Less:
Interest expense 239,598 1,121,197 1,651,940 621,199 652,196 1,261,312
Depreciation expense 152,750 356,417 - - 4,167 1,144,609
Management fees - General Partner 130,599 548,400 685,103 594,623 778,568 996,356
Administrative expense reimbursement
- General Partner 71,978 271,829 301,945 257,401 337,867 423,387
General and administrative 48,002 199,751 217,378 273,663 412,655 184,604
Amortization of initial direct costs 34,695 363,087 614,441 511,427 580,457 931,983
Provision for bad debts (3) - - - 150,000 475,000 575,000
---------- ----------- ----------- ----------- ----------- -----------
Net income - GAAP $ 59,968 $ 676,730 $ 2,540,333 $ 2,793,742 $ 1,620,241 $ 1,096,970
========== =========== =========== =========== =========== ===========
Net income - GAAP - allocable to limited partners $ 59,368 $ 669,963 $ 2,514,930 $ 2,765,805 $ 1,604,039 $ 1,086,000
========== =========== =========== =========== =========== ===========
Taxable income from operations (1) (4) $ 3,483,507 $ 3,097,307 $ 1,641,323 $ 2,612,427 $ 5,766,321
=========== =========== =========== =========== ===========
Cash generated from operations $ 346,598 $ 8,409,703 $ 1,621,624 $ 2,756,354 $ 1,969,172 $ 6,330,281
Cash generated from sales 638,024 9,741,651 15,681,303 6,776,544 9,054,589 5,143,299
Cash generated from refinancing - 2,700,000 5,250,000 4,148,838 - -
---------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 984,622 20,851,354 22,552,927 13,681,736 11,023,761 11,473,580
Less:
Cash distributions to investors from operations,
sales and refinancing 1,080,945 7,882,867 5,588,508 5,589,207 5,596,503 5,600,000
Cash distributions to General Partner from
operations, sales and refinancing 10,919 79,648 56,450 56,457 56,530 56,564
---------- ----------- ----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions $ (107,242) $12,888,839 $16,907,969 $ 8,039,072 $ 5,370,728 $ 5,817,016
========== =========== =========== =========== =========== ===========
</TABLE>
B-11
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D (Continued)
(unaudited)
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ ------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (4) $ 86.40 $ 76.82 $ 40.70 $ 64.71 $ 142.72
======== ======== ======== ======== ========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 1.37 $ 16.79 $ 63.00 $ 69.28 $ 40.13 $ 27.15
Return of capital 23.63 $ 180.71 $ 77.00 $ 70.72 $ 99.87 $ 112.85
Source (on Cash basis)
- Operations $ 8.01 $ 197.50 $ 40.62 $ 69.04 $ 48.77 $ 140.00
- Sales $ 14.75 $ 99.38 $ 70.96 $ 91.23 -
- Refinancing - - - - -
- Other $ 2.24- - - - - -
Weighted average number of limited partnership
($100) units outstanding 399,118 399,138 399,179 399,229 399,703 400,000
========= ======== ======== ======== ======== ========
</TABLE>
(1) The difference between Net income - GAAP and Taxable income from operations
is due to different methods of calculating depreciation and amortization,
the use of the reserve method for providing for possible doubtful accounts
under GAAP and different methods of recognizing revenue on Direct Finance
Leases.
(2) The program held its initial closing on September 13, 1991 and as of its
final closing date on June 5, 1992 it had eighteen (18) additional
semi-monthly closings. Taxable income from operations per $1,000 limited
partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-12
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E
(unaudited)
The following table summarizes the operating results of Series E. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ ---------------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 2,216,133 $ 6,401,873 $ 7,907,175 $10,570,473 $10,946,254 $ 8,748,076
Net gain on sales or remarketing of equipment 270,346 1,209,420 1,942,041 1,610,392 628,027 1,486,575
----------- ----------- ----------- ----------- ----------- -----------
Gross revenue 2,486,479 7,611,293 9,849,216 12,180,865 11,574,281 10,234,651
Less:
Interest expense 1,019,133 2,471,045 2,957,534 4,377,702 4,868,950 3,023,934
Management fees - General Partner 432,694 919,728 1,120,336 1,596,569 1,547,509 949,468
Administrative expense reimbursement
- General Partner 208,970 486,253 563,107 784,775 408,114 811,966
Provision for bad debts (3) 200,000 - 400,000 600,000 250,000 2,186,750
Amortization of initial direct costs 173,973 461,620 887,960 1,530,505 1,840,714 1,667,212
Depreciation 105,096 475,619 1,061,711 1,061,712 289,478 18,037
General and administrative 90,139 370,705 608,293 638,362 438,569 315,000
Minority interest in joint venture 30,795 57,738 6,392 5,438 - -
----------- ----------- ----------- ----------- ----------- -----------
Net income - GAAP $ 225,679 $ 2,368,585 $ 2,243,883 $ 1,585,802 $ 1,527,095 $ 1,499,573
=========== =========== =========== =========== =========== ===========
Net income - GAAP - allocable to
limited partners $ 223,422 $ 2,344,899 $ 2,221,444 $ 1,569,944 $ 1,511,824 $ 1,484,577
=========== =========== =========== =========== =========== ===========
Taxable income (loss) from operations (1) (4) $ 981,575 $(3,280,008) $ 1,700,386 $ 2,793,029 $ 3,293,140
=========== =========== =========== =========== ===========
Cash generated from operations $ 4,759,343 $21,638,350 $13,210,339 $ 8,768,414 $17,597,929 $18,415,294
Cash generated from sales 580,586 15,313,194 10,358,637 7,419,261 6,492,842 9,416,909
Cash generated from refinancing 6,257,067 20,765,451 13,780,000 7,400,000 - 38,494,983
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations,
sales and refinancing 11,596,996 57,716,995 37,348,976 23,587,675 24,090,771 66,327,186
Less:
Cash distributions to investors from
operations, sales and refinancing 1,939,210 7,768,316 7,771,164 7,773,082 8,390,043 5,796,799
Cash distributions to General Partner
from operations, sales and refinancing 19,588 78,468 78,496 78,512 78,582 58,637
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancings after cash distributions $ 9,638,168 $49,870,211 $29,499,316 $15,736,081 $15,622,146 $60,471,750
=========== =========== =========== =========== =========== ===========
</TABLE>
B-13
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E (Continued)
(unaudited)
<TABLE>
Three Months Ended
March 31, For the Year Ended December 31,
------------------ -----------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax and distribution data per $1,000 limited partner investment
Federal Income Tax results:
Taxable income (loss) from operations (1) (4) $ 15.95 $ (53.28) $ 27.61 $ 45.32 $ 66.54
======== ======== ======== ======== ========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 3.67 $ 38.49 $ 36.45 $ 25.75 $ 24.78 $ 30.32
Return of capital $ 28.20 $ 89.01 $ 91.05 $ 101.75 $ 112.74 $ 88.06
Source (on cash basis)
- Operations $ 31.87 $ 127.50 $ 127.50 $ 127.50 $ 137.52 $ 118.38
- Sales - - - - - -
- Refinancings - - - - - -
- Other - - - - - -
Weighted average number of limited partnership
($100) units outstanding 608,381 609,211 609,503 609,650 610,080 489,966
======== ======== ======== ======== ======== ========
</TABLE>
(1) The difference between Net income - GAAP and Taxable income (loss) from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The program held its initial closing on July 6, 1992 and as of its final
closing date of July 31, 1993 it had twenty-six (26) additional
semi-monthly closings. Taxable income from operations per $1,000 limited
partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-14
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
The following table summarizes the operating results of L.P. Six. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ -----------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues $1,488,286 $ 6,452,409 $ 9,238,182 $ 6,622,180 $203,858
Net gain on sales or remarketing of equipment 94,149 58,523 338,574 107,733 -
---------- ----------- ----------- ----------- ------
Gross revenue 1,582,435 6,510,932 9,576,756 6,729,913 203,858
Less:
Interest expense 588,261 2,648,557 4,330,544 3,003,633 2,142
Management fees - General Partner 254,169 1,092,714 1,333,394 696,096 8,827
Amortization of initial direct costs 205,583 1,071,656 1,349,977 828,154 12,748
Depreciation 159,480 745,275 848,649 636,487 -
Administrative expense reimbursement - General Partner 123,218 547,382 642,276 381,471 6,872
Provision for bad debts (3) 100,000 183,274 750,000 570,000 63,500
General and administrative 43,559 178,464 657,470 360,235 38,879
Minority interest in joint venture 1,693 7,990 31,413 177,769 -
---------- ----------- ----------- ----------- ------
Net income (loss) - GAAP $ 106,472 $ 35,620 $ (366,967) $ 76,068 $ 70,890
========== =========== =========== =========== ========
Net income (loss) - GAAP - allocable to limited partners $ 105,407 $ 35,264 $ (363,297) $ 75,307 $ 70,181
========== =========== =========== =========== ========
Taxable income (loss) from operations (1) (4) $(1,154,365) $ (574,054) $ 2,239,753 $ 71,033
=========== =========== =========== ========
Cash generated from operations $1,474,692 $12,075,547 $ 9,923,936 $ 8,776,203 $439,913
Cash generated from sales 383,797 4,336,675 8,684,744 1,016,807 -
Cash generated from refinancing - 7,780,328 9,113,081 33,151,416 -
---------- ----------- ----------- ----------- ------
Cash generated from operations, sales and refinancing 1,858,489 24,192,550 27,721,761 42,944,426 439,913
Less:
Cash distributions to investors from operations,
sales and refinancing 1,022,275 4,102,940 4,119,354 2,543,783 311,335
Cash distributions to General Partner from operations,
sales and refinancing 10,326 41,444 41,613 25,694 3,145
---------- ----------- ----------- ----------- --------
Cash generated from operations, sales and refinancing
after cash distributions $ 825,888 $20,048,166 $23,560,794 $40,374,949 $125,433
========== =========== =========== =========== ========
</TABLE>
B-15
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ -------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income (loss) from operations (1) (4) $ (29.94) $ (14.83) $ 85.13 $ 22.15
======== ======== ======== =======
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 2.77 $ .86 $ - $ 2.89 $ 22.10
Return of capital $ 24.10 $ 106.64 $ 107.50 $ 94.78 $ 75.94
Source (on cash basis)
- Operations $ 26.87 $ 107.50 $ 107.50 $ 97.67 $ 98.04
- Sales - - - - -
- Refinancing - - - - -
- Other - - - - -
Weighted average number of limited partnership
($100) units outstanding 380,379 381,687 383,196 260,453 31,755
======== ======== ======== ======== =======
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income (loss)
from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The program held its initial closing on March 31, 1994. Taxable income from
operations per $1,000 limited partner investment is calculated based on the
weighted average number of limited partnership units outstanding during the
period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-16
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Seven
(unaudited)
The following table summarizes the operating results of L.P. Seven. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ --------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenues $ 3,096,163 $ 8,000,454 $1,564,069
Net gain on sales or remarketing of equipment - 1,748,790 -
----------- ----------- ----------
Gross revenue 3,096,163 9,749,244 1,564,069
Less:
Interest expense 1,531,238 3,652,517 398,200
Management fees - General Partner 478,301 1,522,045 264,784
Amortization of initial direct costs 423,326 932,123 230,785
Administrative expense reimbursement - General Partner 207,548 652,319 117,809
Provision for bad debts (3) 150,000 150,000 75,000
General and administrative 57,235 186,280 72,040
Minority interest in joint venture 1,116 4,380 -
----------- ----------- ----------
Net income - GAAP $ 247,399 $ 2,649,580 $ 405,451
=========== =========== ==========
Net income - GAAP - allocable to limited partners $ 244,925 $ 2,623,084 $ 401,396
=========== =========== ==========
Taxable income from operations (1) (4) $ 2,335,939 $ 146,726
=========== ==========
Cash generated from operations $ 93,208 $ 2,855,330 $ 973,899
Cash generated from sales - 7,315,408 -
Cash generated from refinancing - 4,250,000 -
----------- ----------- ----------
Cash generated from operations, sales and refinancing 93,208 14,420,738 973,899
Less:
Cash distributions to investors from operations,
sales and refinancing 1,858,176 4,147,829 1,361,099
Cash distributions to General Partner from operations,
sales and refinancing 16,036 41,125 13,749
----------- ----------- ----------
Cash generated from (used by) operations, sales and refinancing
after cash distributions $(1,781,004) $10,231,784 $ (400,949)
============ =========== ==========
</TABLE>
B-17
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Seven
(unaudited)
<TABLE>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ -------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (4) $ 55.90 $ 9.30
======== ========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 3.54 $ 67.94 $ 31.71
Return of capital $ 23.33 $ 39.56 $ 75.79
Source (on cash basis)
- Operations $ 1.35 $ 73.96 $ 76.97
- Sales - $ 33.54 -
- Refinancing - - -
- Other $ 25.52 - $ 30.53
Weighted average number of limited partnership
($100) units outstanding 680,272 413,677 156,222
========= ======== ========
</TABLE>
(1) The difference between Net income - GAAP and Taxable income from operations
is due to different methods of calculating depreciation and amortization,
the use of the reserve method for providing for possible doubtful accounts
under GAAP and different methods of recognizing revenue on Direct Finance
Leases.
(2) The program held its initial closing on January 19, 1996. Taxable income
from operations per $1,000 limited partner investment is calculated based
on the weighted average number of limited partnership units outstanding
during the period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-18
<PAGE>
TABLE IV
Results of Completed Prior Public Programs
(unaudited)
No Prior Public Programs have completed operations in the five years ended March
31, 1998.
B-19
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds(3) Gain (Loss) Gain (Loss)
- -------------------------- ----------- ----------- ----------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1988 1990 $32,352 $13,859 $16,955 $3,096 $1,064
Office Copier 1988 1990 $180,922 $52,504 $52,504 $0 ($30,400)
Agriculture 1988 1991 $19,032 $8,921 $7,225 ($1,696) ($2,214)
Computers 1988 1991 $8,450 $0 $465 $465 $0
Computers 1989 1991 $363,540 $28,027 $56,077 $28,050 $14,962
Telecommunications 1990 1991 $827,804 $49,393 $0 ($49,393) $0
Medical 1988 1991 $29,756 $0 $0 $0 ($10,626)
Copiers 1988 1991 $235,863 $0 $0 $0 ($18,115)
Agriculture 1988 1992 $61,200 $25,810 $24,152 ($1,658) $0
Computers 1988 1992 $51,353 $0 $0 $0 $0
Copiers 1988 1992 $195,875 $0 $0 $0 $0
Material Handling 1988 1992 $78,321 $0 $0 $0 $0
Medical 1988 1992 $50,433 $15,250 $7,000 ($8,250) $34,389
Computers 1989 1992 $41,058 $4,553 $6,606 $2,053 ($13,951)
Copiers 1989 1992 $81,913 $6,495 $6,495 $0 $1,114
Office Equipment 1989 1992 $81,986 $2,821 $12,298 $9,477 ($28,695)
Computers 1991 1992 $3,607 $3,196 $4,142 $946 $1,076
Furniture And Fixtures 1992 1992 $4,325 $4,430 $4,390 ($40) $65
Computers 1988 1993 $71,813 $0 $0 $0 $0
Furniture 1988 1993 $350,000 $0 $0 $0 $0
Medical 1988 1993 $221,191 $182 $2,382 $2,200 $2,341
Agriculture 1989 1993 $57,975 $2,050 $2,932 $882 ($1,724)
Printing 1989 1993 $126,900 $5,661 $7,800 $2,139 ($10,729)
Reprographics 1989 1993 $112,500 $115 $115 $0 ($12,079)
Computers 1990 1993 $79,043 $0 $0 $0 $0
Reprographics 1990 1993 $71,805 $8,391 $12,528 $4,137 $0
Retail 1990 1993 $198,513 ($32,916) $67,894 $100,810 $0
Video Production 1990 1993 $341,796 $67,965 $161,615 $93,650 $24,507
Computers 1991 1993 $135,380 $6,540 $20,134 $13,594 ($50,622)
Fixture 1992 1993 $2,267 $1,635 $1,824 $189 $11
Telecommunications 1992 1993 $20,000 $11,840 $11,200 ($640) ($4,800)
Video Production 1992 1993 $3,362 $1,110 $592 ($518) ($2,867)
Manufacturing & Production 1993 1993 $22,660 $0 $0 $0 $0
Agriculture 1988 1994 $30,000 $288 $288 $0 $0
Medical 1988 1994 $46,050 $6,438 $6,438 $0 $0
Computers 1989 1994 $71,152 $6,942 $500 ($6,442) ($1,449)
Computers 1991 1994 $156,552 $6,882 $16,611 $9,729 ($41,137)
Material Handling 1991 1994 $7,013 $1,973 $2,203 $230 ($604)
Medical 1991 1994 $40,556 ($11,278) $1,460 $12,738 $375
Fixture 1992 1994 $3,396 $751 $845 $94 ($1,192)
Manufacturing & Production 1992 1994 $17,103 ($199) $0 $199 ($5,443)
Furniture 1993 1994 $26,868 $0 $0 $0 $0
Manufacturing & Production 1993 1994 $27,096 $10,139 $11,054 $915 $0
Agriculture 1989 1994 $14,191 $350 $350 $0 $0
Printing 1993 1994 $24,112 $24,030 $27,061 $3,031 $0
Computers 1991 1995 $17,200 $173 $3,522 $3,349 $1,594
Copiers 1991 1995 $49,081 $7,350 $7,423 $73 ($3,044)
Sanitation 1991 1995 $21,452 $560 $4,818 $4,258 $3,010
Agriculture 1992 1995 $7,828 $462 $737 $275 ($1,901)
Computers 1993 1995 $64,391 $36,094 $5,863 ($30,231) $0
Manufacturing & Production 1993 1995 $28,557 $8,752 $8,912 $160 $0
Retail 1993 1995 $28,507 ($9) $697 $706 $0
Computers 1991 1996 $35,618 $1,502 $20,150 $18,648 $19,571
Copiers 1991 1996 $117,238 $17,784 $32,380 $14,596 $28,006
Material Handling 1991 1996 $14,996 $843 $3,223 $2,380 $3,432
Sanitation 1991 1996 $35,854 $5,946 $5,649 ($297) $5,260
Fixture 1992 1996 $18,452 $1,909 $1,909 $0 ($1,919)
Computers 1993 1996 $72,479 ($573) $515 $1,088 $0
Furniture 1993 1996 $9,978 ($2) $0 $2 $0
Material Handling 1993 1996 $11,824 $0 $0 $0 $0
1993 1996 $33,190 $400 $403 $3 $0
Retail 1993 1996 $44,673 ($5) $0 $0 $0
Sanitation 1993 1996 $5,822 $0 $0 $0 $0
Video Production 1993 1996 $41,465 $12,099 $12,441 $342 $0
Medical 1994 1996 $12,166 $960 $2,000 $1,040 ($4,259)
Computers 1991 1997 $75,602 $4,349 $15,753 $11,403 $19,783
Computers 1993 1997 $39,593 $6,013 $0 ($6,013) $0
Retail 1993 1997 $158,276 $16,960 $23,438 $23,423 $5,373
Video 1993 1997 $27,273 $0 $0 $0 $0
Sanitation 1996 1997 $3,571 $43 $1,380 $1,337 $0
Computers 1993 1998 $123,234 $0 $205 $205 (4)
Manufacturing & Production 1993 1998 $110,906 $366 $706 $340 (4)
Printing 1993 1998 $33,033 $0 $776 $776 (4)
Retail 1993 1998 $43,805 $0 $7 $7 (4)
Telecommunications 1993 1998 $26,238 $591 $605 $14 (4)
Video 1993 1998 $16,975 $0 $0 $0 (4)
Manufacturing & Production 1995 1998 $14,356 $0 $6 $6 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ----------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Manufacturing & Production 1990 1990 $31,129 $28,288 $34,142 $5,854 $3,013
Mining 1990 1990 $145,227 $120,804 $120,804 $0 $0
Video Production 1990 1990 $10,201 $8,006 $9,086 $1,080 $671
Agriculture 1989 1991 $5,986 $4,003 $0 ($4,003) $0
Computers 1989 1991 $76,899 $52,134 $7,492 ($44,642) $0
Construction 1989 1991 $48,299 $43,554 $7,784 ($35,770) ($7,007)
Copiers 1989 1991 $7,469 $4,997 $16 ($4,981) $0
Environmental 1989 1991 $10,609 $11,546 $0 ($11,546) $0
Furniture 1989 1991 $86,965 $62,229 $19,339 ($42,890) $0
Manufacturing & Production 1989 1991 $55,125 $34,435 $12,807 ($21,628) $0
Medical 1989 1991 $9,447 $7,643 $0 ($7,643) $0
Office Equipment 1989 1991 $25,171 $24,586 $64 ($24,522) ($1,985)
Retail 1989 1991 $4,405 $4,792 $0 ($4,792) $0
Sanitation 1989 1991 $15,448 $17,983 $0 ($17,983) $0
Telecommunications 1989 1991 $2,238 $0 $60 $60 $0
Transportation 1989 1991 $9,474 $10,801 $0 ($10,801) $0
Video Production 1989 1991 $11,925 $1,762 $7 ($1,755) $0
Agriculture 1990 1991 $35,245 $4,694 $0 ($4,694) ($5,210)
Computers 1990 1991 $2,671,588 $601,346 $136,169 ($465,177) ($476,397)
Construction 1990 1991 $64,544 $29,979 $24,379 ($5,600) ($9,949)
Copiers 1990 1991 $30,699 $18,760 $911 ($17,849) $0
Environmental 1990 1991 $14,658 $15,434 $0 ($15,434) $0
Fixture 1990 1991 $29,510 $27,027 $808 ($26,219) $0
Furniture 1990 1991 $53,420 $34,771 $3,598 ($31,173) ($5,953)
Manufacturing & Production 1990 1991 $526,568 $504,823 $226,978 ($277,845) ($47,036)
Material Handling 1990 1991 $112,075 $59,977 $34,758 ($25,219) $0
Medical 1990 1991 $93,771 $47,016 $0 ($47,016) ($19,410)
Mining 1990 1991 $221,706 $0 $0 $0 ($82,375)
Miscellaneous 1990 1991 $29,443 $28,179 $0 ($28,179) $0
Office Equipment 1990 1991 $44,560 $34,289 $760 ($33,529) $0
Restaurant 1990 1991 $97,304 $45,062 $18,564 ($26,498) ($24,787)
Retail 1990 1991 $43,751 $18,362 $9,230 ($9,132) ($12,624)
Sanitation 1990 1991 $171,345 $66,074 $77,146 $11,072 ($78,222)
Telecommunications 1990 1991 $980,613 $119,372 $0 ($119,372) ($11,618)
Transportation 1990 1991 $13,434 $13,858 $0 ($13,858) $0
Video Production 1990 1991 $46,645 $26,631 $3,754 ($22,877) $11,741
Material Handling 1991 1991 $109,115 $108,512 $113,482 $4,970 $0
Agriculture 1989 1992 $89,766 $19,058 $21,912 $2,854 ($12,999)
Computers 1989 1992 $60,747 $1,659 $2,593 $934 $0
Copiers 1989 1992 $79,556 $10,817 $10,839 $22 ($9,798)
Furniture 1989 1992 $35,512 $2,418 $2,911 $493 $0
Manufacturing & Production 1989 1992 $117,236 $1,924 $1,936 $12 $0
Material Handling 1989 1992 $16,058 $670 $789 $119 ($7,845)
Medical 1989 1992 $31,701 $7,548 $1,967 ($5,580) $0
Office Equipment 1989 1992 $19,981 $1,381 $1,427 $46 $0
Printing 1989 1992 $25,000 $3,510 $2,510 ($1,000) ($8,247)
Telecommunications 1989 1992 $18,779 $1,910 $2,012 $102 $0
Video Production 1989 1992 $21,849 $3,275 $3,283 $8 $0
Agriculture 1990 1992 $46,968 $2,847 $3,463 $617 ($4,451)
Computers 1990 1992 $3,872,456 $671,632 $342,387 ($329,245) ($1,086,408)
Construction 1990 1992 $23,493 $1,229 $1,229 $0 $0
Copiers 1990 1992 $19,240 $2,165 $3,524 $1,358 ($8,884)
Environmental 1990 1992 $7,195 $1,164 $1,164 $0 ($4,683)
Fixture 1990 1992 $55,869 $7,661 $9,096 $1,436 ($34,594)
Furniture 1990 1992 $58,095 $7,193 $7,719 $525 ($26,836)
Manufacturing & Production 1990 1992 $192,143 $47,665 $43,213 ($4,452) ($45,657)
Material Handling 1990 1992 $104,852 $23,011 $7,775 ($15,236) ($15,648)
Medical 1990 1992 $88,537 $12,382 $13,393 $1,011 ($38,945)
Miscellaneous 1990 1992 $4,999 $1,313 $1,236 ($77) ($2,804)
Office Equipment 1990 1992 $1,203,666 $179,190 $2,513 ($176,678) ($6,351)
Printing 1990 1992 $4,055 $787 $787 $0 ($2,487)
Restaurant 1990 1992 $83,624 $194 $6,850 $6,657 ($12,961)
Retail 1990 1992 $63,030 $35,999 $581 ($35,419) ($1,296)
Sanitation 1990 1992 $200,642 $12,623 $13,101 $478 ($14,846)
Telecommunications 1990 1992 $64,899 $11,997 $4,965 ($7,032) ($18,620)
Transportation 1990 1992 $7,610 $1 $1 $0 $0
Video Production 1990 1992 $18,558 $3,521 $4,302 $781 ($7,177)
Furniture 1991 1992 $25,909 $28,313 $0 ($28,313) $0
Manufacturing & Production 1991 1992 $51,311 $47,497 $57,487 $9,990 $0
Material Handling 1991 1992 $10,023 $10,462 $10,595 $133 $0
Office Equipment 1991 1992 $15,789 $0 $0 $0 $0
Sanitation 1991 1992 $18,840 $10,122 $10,516 $394 $0
Agriculture 1989 1993 $31,500 $4,370 $10,095 $5,725 $1,431
Computers 1989 1993 $93,554 $267 $661 $394 $0
Copiers 1989 1993 $168,679 $19,448 $23,072 $3,624 ($26,046)
Furniture 1989 1993 $116,287 $17,152 $19,536 $2,384 ($9,084)
Manufacturing & Production 1989 1993 $14,804 $2,832 $3,541 $709 $0
Material Handling 1989 1993 $20,725 $0 $1,650 $1,650 $0
Office Equipment 1989 1993 $81,777 $990 $17,490 $16,500 ($4,999)
Telecommunications 1989 1993 $2,524 $0 $0 $0 $0
Video Production 1989 1993 $22,321 $0 $0 $0 $0
Agriculture 1990 1993 $132,350 $11,556 $11,963 $407 ($42,903)
Automotive 1990 1993 $75,730 $45,795 $51,888 $6,093 ($3,043)
Computers 1990 1993 $1,069,393 $140,198 $164,423 $24,225 ($267,270)
Construction 1990 1993 $41,779 $5,058 $5,075 $17 ($9,774)
Copiers 1990 1993 $23,318 $3,058 $2,505 ($553) ($7,670)
Fixture 1990 1993 $73,038 $10,235 $10,235 $0 ($22,303)
Furniture 1990 1993 $118,834 $11,204 $11,509 $305 ($10,168)
Manufacturing & Production 1990 1993 $1,120,324 $139,342 $186,899 $47,557 ($271,929)
Material Handling 1990 1993 $210,922 $20,462 $29,157 $8,695 ($51,481)
Medical 1990 1993 $380,749 $56,711 $37,821 ($18,890) ($68,880)
Office Equipment 1990 1993 $69,232 $8,695 $9,275 $580 ($18,731)
Printing 1990 1993 $6,061 $1,431 $1,050 ($381) ($1,388)
Reprographics 1990 1993 $82,000 $8,200 $40,000 $31,800 $7,109
Restaurant 1990 1993 $121,682 $10,330 $11,517 $1,187 ($28,626)
Retail 1990 1993 $11,280 $813 $1,797 $984 ($2,806)
Sanitation 1990 1993 $43,697 $5,148 $5,152 $4 ($10,588)
Telecommunications 1990 1993 $278,193 $20,246 $22,616 $2,370 ($58,857)
Miscellaneous 1990 1993 $595,538 ($98,697) $203,595 $302,292 $0
Video Production 1990 1993 $7,981 $374 $374 $0 ($1,484)
Computers 1991 1993 $248,090 $36,021 $36,834 $813 ($9,175)
Construction 1991 1993 $10,590 $869 $1,875 $1,006 ($4,480)
Furniture 1991 1993 $73,541 ($66) $603 $669 ($7,311)
Manufacturing & Production 1991 1993 $12,951 $0 $0 $0 $0
Material Handling 1991 1993 $43,408 $20,390 $23,147 $2,757 ($1,015)
Medical 1991 1993 $9,425 $5,708 $6,513 $805 $858
Sanitation 1991 1993 $37,743 $16,285 $15,506 ($779) $0
Computers 1992 1993 $79,557 $38,668 $38,668 $0 ($36,961)
Material Handling 1992 1993 $30,692 $149 $6,578 $6,429 ($17,976)
Computers 1989 1994 $468,870 $109,719 $109,720 $1 $102,026
Copiers 1989 1994 $13,461 $30 $30 $0 $0
Furniture 1989 1994 $218,655 $79,000 $79,000 $0 $80,901
Manufacturing & Production 1989 1994 $90,725 ($13) $0 $13 $0
Medical 1989 1994 $97,017 $699 $1,141 $441 $0
Office Equipment 1989 1994 $2,796 $0 $126 $126 $0
Printing 1989 1994 $14,123 $0 $0 $0 $0
Telecommunications 1989 1994 $10,950 ($2) $127 $129 $0
Agriculture 1990 1994 $73,503 $11,518 $12,258 $740 ($3,345)
Computers 1990 1994 $3,937,366 $957,935 $959,231 $1,295 $367,292
Construction 1990 1994 $141,052 $16,265 $16,265 $0 ($14,659)
Fixture 1990 1994 $100,514 $10,959 $10,959 $0 ($6,640)
Furniture 1990 1994 $282,115 $89,792 $94,919 $5,127 $43,164
Manufacturing & Production 1990 1994 $443,855 $121,619 $137,376 $15,757 ($8,207)
Material Handling 1990 1994 $411,986 $20,972 $20,972 $0 ($33,402)
Medical 1990 1994 $462,679 $42,572 $62,365 $19,792 $805
Mining 1990 1994 $9,631,966 $1,298,813 $1,298,813 $0 ($689,039)
Office Equipment 1990 1994 $34,402 $3,434 $3,434 $0 ($8,258)
Reprographics 1990 1994 $16,482 $4,547 $4,547 $0 $904
Restaurant 1990 1994 $297,355 $32,327 $33,776 $1,449 ($29,158)
Retail 1990 1994 $841,977 $440,914 $440,914 $0 $668,569
Sanitation 1990 1994 $7,147 $0 $0 $0 $0
Telecommunications 1990 1994 $261,049 ($6,700) $30,311 $37,011 $11,248
Video Production 1990 1994 $45,804 $5,357 $5,365 $8 ($4,684)
Agriculture 1991 1994 $15,633 $625 $629 $4 $0
Computers 1991 1994 $684,631 $59,296 $59,296 $0 ($213,947)
Copiers 1991 1994 $39,270 $2,598 $648 ($1,950) ($15,152)
Environmental 1991 1994 $44,016 $864 $904 $41 $0
Furniture 1991 1994 $20,546 $906 $923 $17 $0
Material Handling 1991 1994 $66,497 $2,470 $2,642 $172 ($5,750)
Medical 1991 1994 $602,400 $306,415 $373,385 $66,970 $139,985
Sanitation 1991 1994 $83,638 $4,459 $4,634 $174 $0
Telecommunications 1991 1994 $11,188 $898 $1,146 $248 ($3,419)
Manufacturing & Production 1993 1994 $81,735 ($61) $34 $95 $0
Material Handling 1993 1994 $6,578 $3,110 $3,600 $490 $0
Sanitation 1994 1994 $7,320 $0 $0 $0 $0
Computers 1989 1995 $24,831 $1,574 $13 ($1,561) $0
Manufacturing & Production 1989 1995 $11,262 $4,128 $0 ($4,128) $0
Computers 1990 1995 $3,151,688 $784,267 $578,324 ($205,942) $61,278
Construction 1990 1995 $397,553 $139,680 $93,172 ($46,508) $2,914
Copiers 1990 1995 $26,920 $6,048 ($0) ($6,048) $0
Furniture 1990 1995 $64,010 $5,908 $4,760 ($1,148) $5,171
Material Handling 1990 1995 $108,329 $7,629 $6,899 ($730) ($15)
Medical 1990 1995 $919,987 $320,531 $260,980 ($59,551) $56,955
Manufacturing & Production 1990 1995 $846,718 $211,207 $244,937 $33,730 $243,103
Office Equipment 1990 1995 $38,014 $4,192 $2,111 ($2,081) $1,950
Reprographics 1990 1995 $102,003 $1 $1 $0 $0
Restaurant 1990 1995 $63,437 $4,636 $1,896 ($2,740) $897
Retail 1990 1995 $2,703,611 $349,429 $193,032 ($156,397) $184,637
Sanitation 1990 1995 $58,070 $4,110 $1,738 ($2,372) $1,518
Video Production 1990 1995 $3,404 $773 $0 ($773) $0
Agriculture 1991 1995 $23,262 $7,034 $7,449 $415 $1,921
Computers 1991 1995 $2,712,345 $677,342 $648,479 ($28,863) $126,108
Construction 1991 1995 $25,214 $1,539 $2,727 $1,188 ($2,122)
Furniture 1991 1995 $62,471 $16,192 $5,091 ($11,101) ($4,400)
Material Handling 1991 1995 $34,473 $12,502 $12,105 ($397) $0
Manufacturing & Production 1991 1995 $132,184 $5,116 $50,110 $44,993 $27,132
Office Equipment 1991 1995 $48,350 $7,177 $9,506 $2,329 ($2,320)
Restaurant 1991 1995 $73,807 $3,637 $2,910 ($728) ($1,107)
Telecommunications 1991 1995 $52,499 $3,093 $7,262 $4,169 ($3,403)
Audio 1992 1995 $128,455 $98,566 $122,689 $24,123 $32,942
Computers 1992 1995 $76,900 $2,447 $15,248 $12,801 ($10,269)
Furniture 1992 1995 $188,807 $19,652 $19,652 $0 ($57,369)
Telecommunications 1992 1995 $64,731 $47,017 $55,634 $8,616 $23,500
Video Production 1992 1995 $382,790 $247,199 $298,045 $50,846 $122,650
Copiers 1993 1995 $35,000 $0 $0 $0 $0
Computers 1994 1995 $1,043,007 $346,471 $739,181 $392,710 $661,239
Furniture 1994 1995 $204,779 $171,324 $181,605 $10,281 $0
Medical 1994 1995 $23,671 $2,015 $2,015 $0 $0
Manufacturing & Production 1994 1995 $21,038 $17,225 $18,733 $1,509 $1,436
Computers 1995 1995 $17,231 $16,864 $2,383 ($14,481) $0
Telecommunications 1989 1996 $20,339 $0 $1,566 $1,566 $0
Computers 1990 1996 $1,056,724 $123,220 $88,594 ($34,626) $94,675
Fixtures 1990 1996 $19,989 $1,285 $250 ($1,034) ($1,034)
Furniture 1990 1996 $34,265 $10,881 $0 ($10,881) ($10,881)
Medical 1990 1996 $49,882 $3,282 $332 ($2,949) ($2,357)
Manufacturing & Production 1990 1996 $72,805 $2,611 $1,588 ($1,023) $3,342
Printing 1990 1996 $26,691 $728 $0 ($728) ($728)
Reprographics 1990 1996 $77,770 $5,381 $1,037 ($4,345) $0
Retail 1990 1996 $1,332,608 $149,542 $230,752 $81,210 $238,200
Telecommunications 1990 1996 $71,300 $4,781 $895 ($3,886) $0
Computers 1991 1996 $70,789 $2,113 $1,000 ($1,113) ($1,113)
Construction 1991 1996 $24,724 $3,791 $3,857 $66 $2,506
Furniture 1991 1996 $281,079 $24,453 $28,755 $4,302 $3,424
Material Handling 1991 1996 $45,771 $7,124 $3,307 ($3,817) $0
Restaurant 1991 1996 $16,013 $1,663 $2,152 $489 $1,976
Video Production 1991 1996 $56,632 $4,245 $4,245 $0 $538
Printing 1993 1996 $15,733 $3,714 $3,814 $100 $0
Computers 1994 1996 $21,284 $13,176 $0 ($13,176) ($13,176)
Fixtures 1994 1996 $20,045 $0 $0 $0 ($14,238)
Manufacturing & Production 1994 1996 $16,349 $6,081 $6,191 $109 ($7,085)
Computers 1995 1996 $36,894 $21,698 $0 ($21,698) ($29,812)
Fixtures 1994 1996 $28,449 $25,882 $0 ($25,882) ($25,882)
Furniture 1994 1996 $20,000 $0 $0 $0 $0
Computers 1990 1997 $84,679 $10,369 $0 ($10,369) $0
Computers 1993 1997 $31,527 $1,238 $1,492 $254 $0
Retail 1993 1997 $1,811,259 $166,382 $231,762 $65,380 ($165,810)
Computers 1994 1997 $106,912 $689 $1,493 $804 ($41,957)
Manufacturing & Production 1994 1997 $43,759 $2,460 $3,548 $1,089 ($15,221)
Telecommunications 1994 1997 $64,781 $1,953 $3,990 $2,037 ($11,293)
Computers 1995 1997 $9,584 $0 $0 $0 $0
Manufacturing & Production 1995 1997 $74,770 $0 $0 $0 $0
Restaurant 1995 1997 $12,030 $0 $0 $0 ($7,218)
Video Production 1995 1997 $27,067 $4,971 $0 ($4,971) $0
Computers 1996 1997 $16,033 $15,371 $1,768 ($13,604) $0
Printing 1996 1997 $48,047 $36,903 $42,713 $5,811 $0
Computers 1993 1998 $25,907 $0 $7 $7 (4)
Manufacturing & Production 1993 1998 $26,401 $0 $8 $8 (4)
Computers 1995 1998 $59,354 $0 $1 $1 (4)
Medical 1995 1998 $30,287 $0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- -------------------------- ----------- ----------- ----------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Agriculture 1991 1991 $2,942 $0 $0 $0 $0
Computers 1991 1991 $1,389 $0 $31 $31 $31
Construction 1991 1991 $906 $102 $256 $154 $154
Manufacturing & Production 1991 1991 $1,800 $328 $343 $15 $15
Material Handling 1991 1991 $1,383 $0 $269 $269 $269
Office Equipment 1991 1991 $1,233 $0 $0 $0 $0
Printing 1991 1991 $19,967 $0 $6 $6 $6
Retail 1991 1991 $6,714 $557 $639 $83 $83
Sanitation 1991 1991 $167,899 $168,591 $172,406 $3,815 $3,815
Agriculture 1991 1992 $7,013 $1,133 $300 ($834) ($773)
Computers 1991 1992 $451,724 $57,141 $55,313 ($1,828) ($38,009)
Construction 1991 1992 $233,875 $115,470 $119,943 $4,473 ($49,808)
Copiers 1991 1992 $4,634 ($1,798) $336 $2,134 $0
Fixture 1991 1992 $10,326,838 $1,421,047 $614 ($1,420,433) $0
Furniture 1991 1992 $3,478 $1 $1 $0 $0
Material Handling 1991 1992 $25,677 $10,492 $11,432 $940 ($3,074)
Medical 1991 1992 $12,817 $100 $100 $0 ($10,859)
Manufacturing & Production 1991 1992 $43,629 ($1,124) $1,754 $2,878 ($32,166)
Office Equipment 1991 1992 $8,342 $8,593 $3,261 ($5,332) $0
Printing 1991 1992 $16,961 $790 $944 $154 ($9,907)
Restaurant 1991 1992 $35,504 $22,369 $8,777 ($13,592) $0
Retail 1991 1992 $118,527 $273,200 $10,583 ($262,617) ($69,026)
Sanitation 1991 1992 $253,845 $111,627 $115,785 $4,158 $0
Telecommunications 1991 1992 $12,916 $7,936 $9,356 $1,420 ($2,588)
Miscellaneous 1991 1992 $53,827 $21,578 $13,932 ($7,646) $1,797
Agriculture 1991 1993 $57,287 $7,456 $9,998 $2,542 ($18,745)
Automotive 1991 1993 $6,266 $1,328 $1,427 $99 ($2,344)
Computers 1991 1993 $1,051,652 $162,294 $207,909 $45,615 ($325,207)
Construction 1991 1993 $464,100 $55,261 $78,501 $23,240 ($73,626)
Fixture 1991 1993 $2,403 $0 $0 $0 ($15,392)
Furniture 1991 1993 $99,455 $25,656 $15,551 ($10,105) ($138,905)
Medical 1991 1993 $1,313,194 $708,948 $710,991 $2,043 ($81,725)
Manufacturing & Production 1991 1993 $207,168 $25,494 $33,904 $8,410 ($2,771)
Office Equipment 1991 1993 $50,397 $10,621 $11,360 $739 ($12,948)
Printing 1991 1993 $23,682 $425 $1,500 $1,075 $0
Reprographics 1991 1993 $3,898 $464 $464 $0 ($12,279)
Restaurant 1991 1993 $52,281 $8,374 $11,424 $3,050 ($45,442)
Retail 1991 1993 $107,672 $6,184 $14,538 $8,354 ($5,137)
Sanitation 1991 1993 $369,044 $58,844 $72,766 $13,922 ($3,854)
Telecommunications 1991 1993 $13,462 $609 $995 $386 ($1,686)
Transportation 1991 1993 $3,762 $271 $612 $341 $0
Construction 1992 1993 $14,788 ($961) $0 $961 $0
Retail 1992 1993 $4,093 ($139) $396 $535 ($2,058)
Agriculture 1991 1994 $37,987 $10,692 $14,276 $3,584 ($1,742)
Automotive 1991 1994 $54,591 $161 $190 $29 $0
Computers 1991 1994 $3,845,015 $145,861 $176,290 $30,428 ($761,570)
Construction 1991 1994 $144,438 $8,068 $10,874 $2,806 ($2,060)
Copiers 1991 1994 $2,041 ($0) $89 $89 $0
Environmental 1991 1994 $213,173 $94,203 $123,051 $28,848 ($38,471)
Fixture 1991 1994 $234,136 $31,188 $32,228 $1,040 ($64,973)
Furniture 1991 1994 $544,084 ($33,508) $42,733 $76,241 ($111,133)
Material Handling 1991 1994 $27,610 $9,861 $12,180 $2,320 ($8,523)
Medical 1991 1994 $166,398 $1,386 $15,777 $14,391 $490
Manufacturing & Production 1991 1994 $351,497 $31,295 $56,139 $24,844 ($79,430)
Office Equipment 1991 1994 $30,245 $0 $126 $125 $0
Printing 1991 1994 $1,066,789 $210,962 $210,962 $0 ($222,154)
Restaurant 1991 1994 $70,707 ($339) $796 $1,136 ($10,709)
Retail 1991 1994 $1,381,039 $152,323 $153,469 $1,146 ($361,934)
Sanitation 1991 1994 $173,772 $2,892 $4,374 $1,482 $0
Telecommunications 1991 1994 $277,162 ($2,629) $13,384 $16,013 ($57,036)
Video 1991 1994 $8,139 ($1) $327 $328 $0
Fixture 1992 1994 $15,450 $1,223 $1,552 $328 ($8,169)
Manufacturing & Production 1992 1994 $122,247 $21,475 $31,910 $10,435 ($37,107)
Furniture 1994 1994 $65,659 $69,225 $73,420 $4,195 $0
Computers 1991 1995 $14,393,689 $1,892,673 $1,681,499 ($211,174) ($60,114)
Construction 1991 1995 $238,913 $14,433 $27,420 $12,987 ($149,560)
Copiers 1991 1995 $39,507 $3,456 $4,077 $621 $13,504
Fixtures 1991 1995 $804,453 $113,148 $89,760 ($23,388) ($16,463)
Furniture 1991 1995 $603,534 $29,758 $76,781 $47,023 $0
Medical 1991 1995 $3,713,348 $1,692,752 $2,084,752 $392,000 ($260,046)
Manufacturing & Production 1991 1995 $3,123,635 $917,619 $768,141 ($149,478) ($1,022,443)
Office Equipment 1991 1995 $347,197 $17,431 $17,435 $5 ($3,502)
Retail 1991 1995 $1,765,207 $206,416 $117,745 ($88,670) $854,893
Sanitation 1991 1995 $26,224 $6,541 ($655) ($7,196) $0
Telecommunications 1991 1995 $373,595 $37,285 $38,143 $858 ($103,967)
Video Production 1991 1995 $192,070 $4,450 $23,511 $19,062 $55,805
Furniture 1993 1995 $54,942 $42,999 $23,436 ($19,562)
Material Handling 1993 1995 $46,931 $13,325 $13,753 $428 $0
Restaurant 1994 1995 $436,966 $379,595 $411,179 $31,584 ($17,421)
Retail 1994 1995 $35,025 $10,101 $10,120 $19
Telecommunications 1994 1995 $19,591 $11,665 $1,542 ($10,123) ($13,275)
Fixtures 1995 1995 $25,958 $26,768 $26,866 $99
Agriculture 1991 1996 $7,362 $365 $0 ($365) ($365)
Computers 1991 1996 $3,287,984 $417,743 $317,557 ($100,185) $469,256
Fixtures 1991 1996 $142,743 $1,011 $0 ($1,011) ($1,011)
Furniture 1991 1996 $1,670,320 ($155,540) $83,650 $239,190 $303,948
Medical 1991 1996 $2,023,960 $774,664 $377,555 ($397,109) $459,686
Manufacturing & Production 1991 1996 $160,029 $4,540 $1,849 ($2,691) ($812)
Restaurant 1991 1996 $85,715 ($780) $7,296 $8,077 $11,319
Retail 1991 1996 $71,310 $8,481 $1,150 ($7,331) $1,390
Sanitation 1991 1996 $4,363 $433 $0 ($433) ($433)
Telecommunications 1991 1996 $95,843 $6,362 $9,248 $2,886 $7,641
Transportation 1991 1996 $815,481 $30,308 $85,288 $54,980 $86,899
Video 1991 1996 $180,577 $3,186 $12,790 $9,604 $17,915
Automotive 1992 1996 $97,543 $11,860 $12,140 $278 $0
Environmental 1992 1996 $157,907 $3,659 $8,533 $4,874 ($11,597)
Retail 1992 1996 $53,003 $3,147 $3,897 $750 $0
Telecommunications 1992 1996 $362,250 ($28,983) $4,851 $33,834 ($21,366)
Manufacturing & Production 1993 1996 $16,123 $0 $0 $0 $0
Computers 1994 1996 $18,698 $216 $441 $255 ($11,060)
Construction 1994 1996 $14,015 $1,020 $1,020 $0 $0
Medical 1994 1996 $18,685 $15,364 $3,000 ($12,364) ($9,364)
Manufacturing & Production 1994 1996 $35,203 $0 $0 $0 ($21,180)
Office Equipment 1994 1996 $17,293 $596 $596 $0 $0
Telecommunications 1994 1996 $4,820 $0 $0 $0 $0
Computer 1991 1997 $5,327 $94 $3,865 $3,771 $4,461
Medical 1991 1997 $2,499,782 $258,686 $258,686 $0 $258,686
Retail 1991 1997 $30,855 $0 $2,500 $2,500 $3,475
Retail 1992 1997 $97,767 $1 $79 $78 $0
Sanitation 1992 1997 $147,542 $0 $1,640 $1,640 $0
Video Production 1992 1997 $66,253 $11,586 $12,305 $719 $3,869
Computers 1993 1997 $21,303 $0 $11 $11 $0
Manufacturing & Production 1993 1997 $36,069 ($0) $736 $736 $0
Restaurant 1993 1997 $25,794 $784 $1,400 $616 $0
Retail 1993 1997 $1,442,919 $134,489 $182,728 $48,239 ($136,145)
Automotive 1994 1997 $16,431 $5,412 $6,561 $1,149 ($376)
Computers 1994 1997 $24,615 $1,159 $1,350 $191 ($4,988)
Fixtures 1994 1997 $16,090 $872 $726 ($146) ($5,244)
Furniture 1994 1997 $12,814 $2,514 $0 ($2,514) $0
Manufacturing & Production 1994 1997 $86,687 $26 $1,462 $1,436 ($26,470)
Material Handling 1994 1997 $15,324 $0 $242 $242 ($5,888)
Medical 1994 1997 $485,541 $43,278 $31,102 ($12,176) $12,051
Telecommunications 1994 1997 $28,364 $1,496 $2,201 $705 ($9,751)
Manufacturing & Production 1995 1997 $25,764 $323 $1,349 $1,025 $0
Restaurant 1995 1997 $15,364 ($0) $0 $0 ($9,219)
Telecommunications 1995 1997 $34,104 $22,816 $0 ($22,816) $0
Audio 1996 1997 $46,335 $0 $0 $0 $0
Auto 1996 1997 $19,219 $602 $2,799 $2,197 $0
Computers 1996 1997 $81,936 $30,716 $32,590 $1,873 $0
Restaurant 1996 1997 $14,346 $13,996 $16,964 $2,968 $0
Telecommunications 1996 1997 $50,797 $886 $886 $0 $0
Construction 1991 1998 $13,317 $1,046 $1,244 $198 (4)
Fixtures 1994 1998 $27,381 $2,281 $3,432 $1,152 (4)
Computers 1995 1998 $19,695 $0 $708 $708 (4)
Manufacturing & Production 1995 1998 $36,284 $0 $0 $0 (4)
Restaurant 1995 1998 $24,039 $0 $46 $46 (4)
Auto 1996 1998 $22,278 $0 $2,245 $2,245 (4)
Computers 1996 1998 $14,663 $0 $894 $894 (4)
Video Production 1996 1998 $8,487 $0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ --------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Medical 1991 1992 $48,364 $0 $0 $0 $0
Medical 1992 1992 $422,800 $406,812 $180,617 ($226,195) ($21,855)
Manufacturing & Production 1992 1992 $922,806 $0 $0 $0 $0
Telecommunications 1991 1992 $2,965 $3,153 $0 ($3,153) $0
Telecommunications 1992 1992 $9,287 $2,960 $19,223 $16,262 $9,564
Video Production 1992 1992 $66,253 $0 $0 $0 $0
Medical 1991 1993 $1,473,719 $767,962 $767,962 $0 ($367,414)
Manufacturing & Production 1991 1993 $729,750 $554,748 $690,006 $135,258 $230,288
Restaurant 1991 1993 $10,967 $9,300 $12,098 $2,798 $5,185
Computers 1992 1993 $804,823 $52,481 $51,141 ($1,340) ($28,781)
Construction 1992 1993 $4,788 $1,071 $1,076 $5 ($2,902)
Copiers 1992 1993 $3,464 $1,071 $1,072 $1 ($1,699)
Furniture 1992 1993 $38,333 $847 $4,245 $3,398 ($26,422)
Manufacturing & Production 1992 1993 $1,659,018 $235,971 $239,336 $3,365 ($108,394)
Material Handling 1992 1993 $4,261 $1,826 $1,826 $0 ($1,617)
Medical 1992 1993 $1,053,825 $421,329 $499,671 $78,342 ($312,299)
Office Equipment 1992 1993 $7,692 $968 $2,919 $1,951 ($3,263)
Sanitation 1992 1993 $9,167 $1,457 $1,457 $0 ($6,364)
Telecommunications 1992 1993 $210,033 $97,163 $97,355 $192 ($118,167)
Medical 1993 1993 $190,018 $27,839 $31,758 $3,919 ($15,146)
Computers 1991 1994 $5,918,285 $1,988,610 $1,988,610 $0 $364,917
Medical 1991 1994 $4,337,672 $1,324,650 $1,325,089 $440 $275,632
Manufacturing & Production 1991 1994 $564,133 $135,237 $139,295 $4,058 ($4,466)
Mining 1991 1994 $6,882,703 $1,911,959 $1,911,959 $0 ($335,688)
Telecommunications 1991 1994 $4,457 $0 $207 $207 $0
Agriculture 1992 1994 $14,661 $308 $392 $84 ($5,218)
Automotive 1992 1994 $2,180 $596 $596 $0 ($752)
Computers 1992 1994 $1,742,271 $515,871 $517,638 $1,767 ($202,085)
Construction 1992 1994 $6,320 $1,583 $1,511 ($72) ($575)
Copiers 1992 1994 $27,272 $3,088 $3,088 $0 ($6,206)
Environmental 1992 1994 $18,502 $3,377 $3,334 ($43) ($8,169)
Fixtures 1992 1994 $30,123 $4,000 $4,966 $966 $0
Furniture 1992 1994 $128,339 $33,457 $34,909 $1,452 ($45,840)
Material Handling 1992 1994 $1,292,595 $1,131,118 $1,129,165 ($1,953) ($7,118)
Medical 1992 1994 $2,243,134 $607,899 $713,599 $105,700 ($627,651)
Manufacturing & Production 1992 1994 $160,816 $85,334 $89,861 $4,527 ($30,668)
Office Equipment 1992 1994 $15,083 $3,869 $3,866 ($3) ($5,979)
Photography 1992 1994 $3,696 $747 $747 $0 ($1,651)
Printing 1992 1994 $12,680 $728 $728 $0 ($2,409)
Restaurant 1992 1994 $85,349 $4,717 $3,740 ($977) ($7,665)
Retail 1992 1994 $14,260 $1,686 $1,686 $0 ($3,106)
Sanitation 1992 1994 $2,333 $707 $707 $0 $0
Telecommunications 1992 1994 $10,655 $3,409 $3,569 $160 ($3,119)
Transportation 1992 1994 $2,452 $716 $442 ($274) ($1,046)
Video Production 1992 1994 $6,320 $2,055 $1,755 ($301) ($2,283)
Medical 1993 1994 $99,286 $21,595 $21,772 $178 $0
Restaurant 1994 1994 $287,433 $276,973 $296,218 $19,245 $0
Computers 1991 1995 $54,716 $6,105 $8,769 $2,664 $66,761
Fixtures 1991 1995 $20,592 $6,858 $466 ($6,391) ($5,577)
Furniture 1991 1995 $671,313 $182,750 $320,524 $137,774 ($6,770)
Medical 1991 1995 $4,238,594 $737,052 $700,553 $17,535 ($71,628)
Manufacturing & Production 1991 1995 $27,177 $1,358 $0 ($1,358) ($1,358)
Retail 1991 1995 $130,096 $31,986 $65,301 $33,315 ($1,749)
Sanitation 1991 1995 $74,519 $8,525 $40,968 $32,443 ($3,429)
Agriculture 1992 1995 $61,210 $12,058 $12,959 $1,475 ($15,540)
Audio 1992 1995 $15,467 $2,721 $0 ($1,964) ($1,964)
Automotive 1992 1995 $21,561 $11,527 ($0) ($1,840) ($1,840)
Computers 1992 1995 $212,151 $24,123 $20,948 ($2,754) ($21,058)
Construction 1992 1995 $39,933 $7,207 $6,398 $0 $38
Fixtures 1992 1995 $18,898 $2,668 $2,668 $0 ($432)
Furniture 1992 1995 $12,485 $1,209 $0 ($1,209) ($1,209)
Material Handling 1992 1995 $2,697,355 $3,586,072 $3,969,642 $1,139,585 ($724,447)
Medical 1992 1995 $3,348,398 $714,943 $494,343 ($220,601) ($1,322,760)
Manufacturing & Production 1992 1995 $1,101,940 $268,754 $269,476 $4,782 ($67,950)
Office Equipment 1992 1995 $2,469 $0 $198 $198 $0
Restaurant 1992 1995 $21,586 $3,710 $3,732 $22 $0
Retail 1992 1995 $160,369 $29,643 $26,957 $1,227 ($751)
Sanitation 1992 1995 $6,460 $1,545 $1,497 ($48) $0
Telecommunications 1992 1995 $224,337 $37,338 $70,923 $33,585 ($718)
Video Production 1992 1995 $95,387 $25,897 $30,829 $5,442 ($428)
Medical 1993 1995 $426,311 $0 $0 $0 $0
Material Handling 1993 1995 $26,836 $19,079 $0 ($19,079) ($19,078)
Agriculture 1994 1995 $16,304 $9,913 $10,262 $348 $0
Computers 1994 1995 $16,175 $15,485 $0 ($15,485) ($15,485)
Medical 1994 1995 $30,222 $5,772 $8,996 $3,225 $0
Manufacturing & Production 1994 1995 $17,817 $14,606 $15,678 $1,072 $0
Restaurant 1994 1995 $312,000 $247,116 $271,401 $24,285 $0
Medical 1995 1995 $10,146 $1,999 $2,000 $1 $0
Computers 1991 1996 $16,882 ($2) $105 $107 $0
Fixtures 1991 1996 $25,308 $1,210 $3,244 $2,034 $4,404
Printing 1991 1996 $20,891 ($95) $556 $650 $1,280
Audio 1992 1996 $16,137 $1,887 $1,905 $18 ($1,367)
Automotive 1992 1996 $33,805 $5,441 $2,000 ($3,441) ($722)
Computers 1992 1996 $280,451 $31,923 $10,348 ($21,575) ($20,806)
Construction 1992 1996 $50,624 $5,797 $6,467 $670 ($1,915)
Copiers 1992 1996 $11,160 $1,449 $0 ($1,449) ($845)
Environmental 1992 1996 $6,810 $936 $0 ($936) $0
Fixtures 1992 1996 $99,216 $11,745 $20,000 $8,255 ($1,825)
Furniture 1992 1996 $20,459 $3,706 $0 ($3,706) ($70)
Material Handling 1992 1996 $20,615,957 $10,585,846 $12,476,033 $1,891,187 $303,725
Medical 1992 1996 $2,462,850 $252,786 $243,792 ($8,994) ($167,648)
Manufacturing & Production 1992 1996 $1,414,399 $117,455 $59,071 ($58,384) ($74,762)
Office Equipment 1992 1996 $60,154 $9,886 $9,300 ($586) ($531)
Photography 1992 1996 $7,252 $1,286 $0 ($1,286) $0
Printing 1992 1996 $16,757 $2,390 $0 ($2,390) ($2,390)
Restaurant 1992 1996 $108,729 $13,773 $6,318 ($7,455) ($3,765)
Retail 1992 1996 $14,165 $609 $768 $159 $0
Sanitation 1992 1996 $44,503 $6,313 $4,821 ($1,491) ($5,206)
Telecommunications 1992 1996 $427,770 $44,812 $157,751 $112,939 $72,457
Video Production 1992 1996 $21,426 $3,259 $2,455 ($804) $0
Medical 1993 1996 $133,170 $4,221 $61,949 $57,728 $6,191
Manufacturing & Production 1993 1996 $36,441 ($484) $0 $484 $0
Office Equipment 1993 1996 $24,195 ($4) $0 $4 $0
Telecommunications 1993 1996 $24,949 ($4) $881 $885 $0
Computers 1994 1996 $252,860 $4,417 $58,071 $53,654 $14,037
Fixtures 1994 1996 $12,057 $0 $781 $781 ($6,175)
Furniture 1994 1996 $27,035 $23,539 $26,106 $2,567 $5,735
Restaurant 1994 1996 $16,307 $13,051 $4,750 ($8,301) ($8,301)
Telecommunications 1994 1996 $15,157 $10,262 $11,572 $1,310 ($7,857)
Computers 1995 1996 $6,916 $201 $750 $549 ($4,753)
Fixtures 1995 1996 $15,241 $9,204 $9,796 $593 $0
Medical 1995 1996 $6,162 $1,353 $19 $0 $0
Manufacturing & Production 1995 1996 $26,538 $25,942 $0 ($25,942) ($25,942)
Restaurant 1995 1996 $508,782 $434,244 $487,909 $53,665 $0
Manufacturing & Production 1996 1996 $51,625 $44,861 $48,959 $4,098 $0
Medical 1991 1997 $1,149,504 $276,606 $96,118 $0 $188,884
Automotive 1992 1997 $24,515 $4,367 $3,040 ($1,328) $1,981
Computers 1992 1997 $347,614 $11,917 $19,814 $7,898 $36,824
Copiers 1992 1997 $9,748 $976 $976 $0 $850
Fixture 1992 1997 $104,162 $0 $0 $0 $0
Furniture 1992 1997 $32,575 $5,708 $2,170 ($3,538) $1,208
Manufacturing & Production 1992 1997 $141,478 $11,341 $7,043 ($4,298) $6,046
Medical 1992 1997 $954,760 $103,649 $109,333 $6,185 $84,846
Printing 1992 1997 $85,513 $7,321 $5,849 ($1,472) $5,523
Retail 1992 1997 $362,443 $60,710 $84,800 $24,090 $79,536
Sanitation 1992 1997 $32,997 $3,983 $0 ($3,983) ($0)
Telecommunications 1992 1997 $18,803 $2,524 $0 ($2,524) $0
Video Production 1992 1997 $20,356 $3,472 $3,494 $22 $2,691
Computers 1993 1997 $39,800 $7,443 $7,997 $554 $0
Fixture 1993 1997 $79,718 $3,455 $3,455 $0 ($12,386)
Furniture 1993 1997 $23,436 $0 $1,307 $1,307 $0
Manufacturing & Production 1993 1997 $77,698 $421 $9,876 $9,455 $1,527
Restaurant 1993 1997 $17,005 ($3) $0 $3 $0
Retail 1993 1997 $42,786 $5,800 $32 ($5,769) $0
Telecommunications 1993 1997 $76,929 $2,509 $2,622 $113 $0
Video Production 1993 1997 $233,785 $52,954 $32,076 ($20,879) $0
Computers 1994 1997 $125,746 $3,499 $8,344 $4,845 ($14,285)
Fixture 1994 1997 $90,785 $6,445 $9,149 $2,704 ($33,609)
Manufacturing & Production 1994 1997 $13,760 $962 $1,381 $419 ($3,712)
Restaurant 1994 1997 $51,400 $488 $2,198 $1,710 ($18,580)
Retail 1994 1997 $1,501,983 $319,666 $256,568 $2 ($295,191)
Telecommunications 1994 1997 $56,505 $546 $1,770 $1,224 ($8,729)
Computers 1995 1997 $1,754,928 $299,886 $568,598 $1,619 $983,173
Manufacturing & Production 1995 1997 $1,732,267 $0 $570,337 $235,733 ($603,350)
Medical 1995 1997 $88,444 $784 $4,806 $4,022 $0
Printing 1995 1997 $549,350 $58,767 $451,179 $0 $597,439
Retail 1995 1997 $20,061 $11,468 $11,761 $292 $0
Computers 1996 1997 $36,872 $34,667 $400 ($34,267) $0
Fixture 1996 1997 $51,207 $40,982 $0 ($32,982) $0
Manufacturing & Production 1996 1997 $14,123 $12,443 $1,500 ($10,943) $0
Printing 1996 1997 $3,795 $0 $0 $0 $0
Computers 1997 1997 $20,254 $17,290 $0 ($17,290) $0
Restaurant 1997 1997 $53,637 $55,316 $64,495 $9,179 $0
Manufacturing & Production 1992 1998 $1,773,568 $510,063 $119,788 ($390,275) (4)
Medical 1992 1998 $28,431 $2,072 $3,993 $1,921 (4)
Retail 1993 1998 $14,272 $1,396 $0 ($1,396) (4)
Computers 1994 1998 $24,055 $0 $817 $817 (4)
Restaurant 1994 1998 $379,600 $27,557 $27,437 ($120) (4)
Retail 1994 1998 $254,056 $52,524 $35,943 ($16,581) (4)
Computers 1995 1998 $376,491 $42,215 $56,599 $14,384 (4)
Manufacturing & Production 1995 1998 $24,669 $0 $0 $0 (4)
Restaurant 1995 1998 $59,938 $0 $822 $821 (4)
Video Production 1995 1998 $21,548 $0 $0 $0 (4)
Computers 1996 1998 $6,368 $0 $0 $0 (4)
Manufacturing & Production 1996 1998 $49,800 $1,393 $4,500 $3,107 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ----------- ------------ ---------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Automotive 1992 1993 $78,708 $20,578 $21,261 $683 ($1,297)
Computers 1992 1993 $215,949 $106,608 $109,268 $2,660 $2,490
Construction 1992 1993 $19,166 $19,167 $19,758 $591 $2,748
Copiers 1992 1993 $20,119 $15,801 $16,186 $385 $2,162
Fixture 1992 1993 $34,015 $9,860 $11,228 $1,368 ($3,366)
Furniture 1992 1993 $35,126 $19,425 $19,425 $0 $0
Material Handling 1992 1993 $10,885 $6,689 $6,261 ($428) ($3,371)
Medical 1992 1993 $64,989 $4,223 $7,894 $3,671 ($22,951)
Manufacturing & Production 1992 1993 $214,901 $175,434 $180,435 $5,001 $7,349
Office Equipment 1992 1993 $56,763 $43,220 $45,905 $2,685 $2,491
Photography 1992 1993 $26,342 $21,122 $21,730 $608 ($2,163)
Printing 1992 1993 $5,275 $3,153 $3,153 $0 ($1,923)
Restaurant 1992 1993 $409,680 $272,826 $287,325 $14,499 $12,819
Sanitation 1992 1993 $16,288 $15,857 $16,556 $699 $2,098
Telecommunications 1992 1993 $61,395 $61,417 $62,977 $1,560 $8,481
Video Production 1992 1993 $17,990 $14,524 $15,710 $1,186 $1,867
Miscellaneous 1993 1993 $120,994 $77,602 $83,587 $5,985 $0
Agriculture 1993 1993 $116,298 $66,730 $83,866 $17,136 ($13,187)
Automotive 1993 1993 $271,300 $116,885 $117,399 $514 $0
Computers 1993 1993 $195,697 $48,654 $56,378 $7,724 $0
Construction 1993 1993 $38,791 $21,486 $25,834 $4,348 ($5,210)
Copiers 1993 1993 $80,019 $9,877 $13,724 $3,847 $0
Environmental 1993 1993 $14,991 $0 $0 $0 $0
Fixture 1993 1993 $111,120 $93,400 $109,342 $15,942 $0
Furniture 1993 1993 $25,242 $19,885 $18,203 ($1,682) $0
Material Handling 1993 1993 $176,632 $155,737 $183,099 $27,362 ($1,077)
Medical 1993 1993 $71,355 $57,939 $61,890 $3,951 $3,111
Manufacturing & Production 1993 1993 $26,412 $13,095 $15,580 $2,485 $0
Office Equipment 1993 1993 $14,703 $6,487 $7,422 $935 $0
Printing 1993 1993 $60,010 $12,274 $14,636 $2,362 $1,433
Restaurant 1993 1993 $63,908 $27,607 $31,424 $3,817 $0
Retail 1993 1993 $6,477 $1 $0 ($1) $0
Sanitation 1993 1993 $2,107 $82 $88 $6 ($1,893)
Telecommunications 1993 1993 $6,178,527 $5,799,650 $7,119,747 $1,320,097 $1,417,499
Transportation 1993 1993 $324,407 $260,480 $292,416 $31,936 $34,565
Video Production 1993 1993 $20,683 $20,683 $25,715 $5,032 $0
Agriculture 1992 1994 $49,841 $10,474 $10,474 $0 ($6,108)
Audio 1992 1994 $32,788 $7,383 $7,782 $399 $0
Automotive 1992 1994 $126,970 $11,657 $12,272 $615 $0
Computers 1992 1994 $198,376 $8,722 $8,549 ($172) ($14,333)
Construction 1992 1994 $54,843 $17,730 $17,730 $0 ($4,433)
Copiers 1992 1994 $15,376 $1,775 $1,775 $0 ($1,079)
Environmental 1992 1994 $31,995 $0 $0 $0 $0
Fixture 1992 1994 $20,674 $164 $1,064 $900 ($9,736)
Furniture 1992 1994 $61,625 $5,370 $5,636 $266 $0
Manufacturing & Production 1992 1994 $101,122 $13,969 $14,432 $463 ($21,582)
Material Handling 1992 1994 $2,734,334 $2,174,030 $2,212,133 $38,103 $0
Medical 1992 1994 $314,509 $34,726 $59,635 $24,909 ($113,150)
Office Equipment 1992 1994 $2,540 $118 $118 $0 $0
Photography 1992 1994 $47,692 $6,973 $6,973 $0 ($16,375)
Printing 1992 1994 $48,147 $36,679 $36,679 $0 $16,360
Restaurant 1992 1994 $474,258 $92,399 $94,557 $2,158 ($10,127)
Retail 1992 1994 $8,087 $878 $274 ($604) ($2,014)
Sanitation 1992 1994 $103,149 $38,401 $39,685 $1,284 ($358)
Telecommunications 1992 1994 $66,815 $26,524 $27,991 $1,468 ($1,110)
Video Production 1992 1994 $12,663 $1,074 $1,074 $0 ($663)
Agriculture 1993 1994 $43,840 $19,762 $20,825 $1,063 $0
Automotive 1993 1994 $786,378 $155,107 $163,558 $8,450 ($634)
Computers 1993 1994 $771,516 $130,886 $181,111 $50,226 ($3,077)
Construction 1993 1994 $274,175 $30,496 $38,465 $7,969 ($55,502)
Copiers 1993 1994 $82,454 $24,366 $26,172 $1,806 $0
Environmental 1993 1994 $49,112 $73 $93 $20 $0
Fixture 1993 1994 $77,419 $302 $303 $1 $0
Furniture 1993 1994 $280,317 $46,066 $50,280 $4,214 $0
Material Handling 1993 1994 $192,609 $37,782 $45,441 $7,659 ($11,521)
Medical 1993 1994 $77,005 $27,502 $29,111 $1,609 $0
Manufacturing & Production 1993 1994 $173,000 $18,644 $22,629 $3,986 ($2,632)
Miscellaneous 1993 1994 $10,796 $2,469 $2,469 $0 $0
Office Equipment 1993 1994 $43,986 $4,723 $5,910 $1,187 ($975)
Photography 1993 1994 $4,929 $292 $293 $1 $0
Printing 1993 1994 $77,122 $8,529 $8,530 $1 ($10,269)
Restaurant 1993 1994 $626,431 $287,444 $335,720 $48,276 ($340)
Retail 1993 1994 $103,594 $3,848 $4,856 $1,008 ($412)
Telecommunications 1993 1994 $3,820,321 $919,560 $1,253,601 $334,040 ($102,561)
Transportation 1993 1994 $287,586 $42,283 $51,224 $8,941 $0
Computers 1994 1994 $534,310 ($4,957) $0 $4,957 $0
Telecommunications 1994 1994 $1,787 $74 $95 $22 $0
Audio 1992 1995 $67,722 $9,191 $8,143 ($1,048) ($8,721)
Automotive 1992 1995 $245,537 $55,390 $30,876 ($24,514) ($62,029)
Computers 1992 1995 $670,255 $143,868 $69,402 ($74,466) ($139,420)
Construction 1992 1995 $91,856 $12,337 $11,839 ($498) ($12,399)
Copiers 1992 1995 $68,193 $17,372 $8,598 ($8,775) ($14,211)
Fixtures 1992 1995 $191,523 $41,188 $15,314 ($25,874) ($49,304)
Furniture 1992 1995 $321,142 $35,203 $22,974 ($12,230) ($28,301)
Material Handling 1992 1995 $34,982 $10,003 $10,666 $662 ($1,678)
Medical 1992 1995 $89,384 $3,814 $4,681 $867 ($11,772)
Manufacturing & Production 1992 1995 $315,323 $29,833 $26,162 ($3,671) ($53,473)
Office Equipment 1992 1995 $33,105 $17,344 $13,159 ($4,185) ($4,487)
Photography 1992 1995 $84,703 $13,769 $11,838 ($1,931) ($17,573)
Printing 1992 1995 $73,624 $14,780 $12,386 ($2,394) ($19,388)
Restaurant 1992 1995 $712,329 $90,616 $75,578 ($15,038) ($124,260)
Retail 1992 1995 $32,891 $10,703 $8,863 ($1,840) ($2,270)
Sanitation 1992 1995 $38,998 $767 $174 ($594) ($5,619)
Telecommunications 1992 1995 $79,770 $15,518 $12,517 ($3,001) ($14,459)
Video Production 1992 1995 $49,130 $2,010 $3,312 $1,302 ($6,072)
Agriculture 1993 1995 $30,211 $1 $0 ($1) $0
Automotive 1993 1995 $4,282,836 $349,513 $264,887 ($84,626) ($136,043)
Computers 1993 1995 $2,229,596 $188,186 $300,197 $112,011 ($168,156)
Construction 1993 1995 $156,808 $13,060 $13,838 $778 ($4,890)
Copiers 1993 1995 $182,402 $34,023 $41,091 $7,068 ($10,107)
Environmental 1993 1995 $72,193 $5,272 $10,169 $4,897 ($6,179)
Fixtures 1993 1995 $46,183 $4,458 $11,658 $7,200 $0
Furniture 1993 1995 $188,312 $22,536 $30,392 $7,856 ($2,545)
Material Handling 1993 1995 $215,464 $49,495 $47,550 ($1,945) ($8,613)
Medical 1993 1995 $321,168 $95,551 $62,632 ($32,918) ($11,098)
Manufacturing & Production 1993 1995 $214,562 $27,462 $18,400 ($9,062) ($10,793)
Office Equipment 1993 1995 $139,093 $6,376 $8,860 $2,485 ($240)
Printing 1993 1995 $86,115 $4,822 $7,457 $2,635 ($13,293)
Restaurant 1993 1995 $409,084 $48,198 $13,030 ($35,168) ($34,988)
Retail 1993 1995 $1,611,420 $1,042,917 $1,159,756 $116,839 $229,970
Telecommunications 1993 1995 $4,286,056 $743,382 $725,892 ($17,490) ($498,634)
Transportation 1993 1995 $492,417 $107,360 $20,019 ($87,341) ($41,603)
Video Production 1993 1995 $44,694 $834 $2,186 $1,353 ($38)
Computers 1994 1995 $87,124 $6,538 $6,681 $143 ($23,642)
Manufacturing & Production 1994 1995 $4,274,389 $3,282,651 $3,920,390 $637,739 $197,449
Restaurant 1994 1995 $328,731 $249,347 $279,689 $30,342 ($13,335)
Telecommunications 1994 1995 $216,656 $23,994 $131,743 $107,749 ($34,910)
Computers 1995 1995 $36,958 $33,442 $33,448 $6 $0
Copiers 1995 1995 $7,609 $6,148 $6,493 $346 $0
Medical 1995 1995 $2,583 $1,128 $2,188 $1,059 $0
Manufacturing & Production 1995 1995 $6,457 $2,849 $2,850 $1 $0
Agriculture 1992 1996 $31,460 $0 $0 $0 ($682)
Audio 1992 1996 $92,826 ($2,059) $3,806 $5,865 $3,870
Automotive 1992 1996 $287,713 $6,658 $17,197 $10,540 ($3,064)
Boats and Barges 1992 1996 $11,212,811 $5,847,446 $6,484,930 $997,484 $1,494,529
Computers 1992 1996 $898,409 $25,742 $43,694 $17,952 ($13,007)
Construction 1992 1996 $123,305 $14,286 $8,278 ($6,008) ($16,199)
Copiers 1992 1996 $68,955 ($1,779) $1,015 $2,794 ($1,081)
Environmental 1992 1996 $40,826 $3,783 $0 ($3,783) ($4,085)
Fixtures 1992 1996 $111,866 $6,089 $3,401 ($2,688) ($6,541)
Furniture 1992 1996 $146,474 $3,363 $5,462 $2,100 ($2,755)
Material Handling 1992 1996 $21,393 $8,813 $2,100 ($6,713) ($2,452)
Medical 1992 1996 $146,946 $11,947 $9,110 ($2,837) ($6,459)
Manufacturing & Production 1992 1996 $667,197 $65,774 $45,284 ($20,490) ($46,664)
Mining 1992 1996 $578,501 $170,022 $185,000 $14,978 $60,364
Office Equipment 1992 1996 $16,072 $569 $689 $120 ($602)
Photography 1992 1996 $141,810 $15,166 $6,252 ($8,914) ($14,371)
Printing 1992 1996 $145,378 $11,275 $15,431 $4,156 $6,849
Restaurant 1992 1996 $884,581 $44,176 $26,729 ($17,446) ($44,464)
Retail 1992 1996 $96,493 $3,602 $6,900 $3,298 ($1,170)
Sanitation 1992 1996 $98,510 $3,375 $493 ($2,882) ($2,914)
Telecommunications 1992 1996 $761,258 $59,641 $98,290 $38,650 $47,869
Video Production 1992 1996 $121,200 $6,149 $7,489 $1,339 ($3,760)
Agriculture 1993 1996 $21,432 $0 $70 $70 $0
Automotive 1993 1996 $4,857,549 $272,271 $189,368 ($82,903) ($162,026)
Computers 1993 1996 $3,479,468 $395,869 $645,770 $249,901 ($677,445)
Construction 1993 1996 $96,756 $7,966 $30,293 $22,327 $16,919
Copiers 1993 1996 $106,667 $7,311 $9,624 $2,313 ($303)
Environmental 1993 1996 $247,777 $17,423 $5,377 ($12,046) ($30,332)
Fixtures 1993 1996 $105,895 $0 $1,315 $1,315 $0
Furniture 1993 1996 $279,345 $35,048 $49,121 $14,073 ($29,464)
Material Handling 1993 1996 $101,226 $2,241 $3,333 $1,092 ($104)
Medical 1993 1996 $540,339 $7,760 $17,215 $9,455 $1,594
Manufacturing & Production 1993 1996 $726,873 $36,559 $63,956 $27,397 ($15,009)
Miscellaneous 1993 1996 $109,700 ($5) $3,135 $3,141 $0
Office Equipment 1993 1996 $325,028 $3,026 $12,953 $9,927 ($53,619)
Printing 1993 1996 $185,965 $10,656 $20,955 $10,299 ($4,786)
Restaurant 1993 1996 $280,383 $6,137 $12,560 $6,424 ($704)
Retail 1993 1996 $440,090 $71,872 $57,200 ($14,672) ($36,991)
Sanitation 1993 1996 $18,319 $3,870 $14,042 $10,172 $7,122
Telecommunications 1993 1996 $3,379,187 $417,507 $467,241 $49,735 ($193,057)
Transportation 1993 1996 $87,016 $8,588 $27,917 $19,330 $14,920
Video Production 1993 1996 $113,063 $9,869 $472 ($9,397) ($31,337)
Computers 1994 1996 $145,099 $18,104 $33,695 $15,591 ($51,596)
Fixtures 1994 1996 $5,701 ($248) $15 $263 $0
Furniture 1994 1996 $43,911 $5,660 $0 ($5,660) ($13,787)
Material Handling 1994 1996 $40,874 $4,719 $8,180 $3,462 $265,046
Medical 1994 1996 $600,290 $58,047 $64,059 $6,012 ($285,307)
Manufacturing & Production 1994 1996 $119,549 $31,979 $25,267 ($6,712) ($42,424)
Printing 1994 1996 $39,622 $6,853 $4,000 ($2,853) ($15,129)
Restaurant 1994 1996 $27,415 $14,772 $0 ($14,772) ($16,490)
Telecommunications 1994 1996 $15,173 ($6) $302 $308 $0
Computers 1995 1996 $173,672 $29,108 $20,133 ($8,975) ($7,703)
Copiers 1995 1996 $5,041 $0 $378 $378 $0
Fixtures 1995 1996 $44,435 $9,918 $7,530 ($2,389) ($2,388)
Furniture 1995 1996 $11,279 $0 $0 $0 ($9,023)
Material Handling 1995 1996 $3,725 $125 $420 $295 $0
Medical 1995 1996 $104,042 $82,701 $37,325 ($45,376) ($45,738)
Manufacturing & Production 1995 1996 $213,504 $115,772 $77,296 ($38,476) ($36,655)
Printing 1995 1996 $6,610 $2,807 $2,967 $160 $0
Restaurant 1995 1996 $69,892 $66,077 $36,359 ($29,718) ($29,718)
Retail 1995 1996 $623,532 $524,555 $584,336 $59,781 $0
Telecommunications 1995 1996 $57,101 $3,218 $1,541 ($1,677) ($1,867)
Video Production 1995 1996 $25,738 $12,618 $13,408 $790 $0
Computers 1996 1996 $24,535 $7,962 $0 ($7,962) ($7,962)
Manufacturing & Production 1996 1996 $52,320 $52,930 $0 $52,930 $0
Restaurant 1996 1996 $7,247 $114 $1,500 $1,386 ($1,312)
Automotive 1992 1997 $35,277 $0 $10,419 $10,419 $13,003
Computers 1992 1997 $74,483 $0 $9,165 $9,165 $13,519
Construction 1992 1997 $22,030 $4,101 $2,891 ($109) $1,200
Environmntal 1992 1997 $12,565 $2,224 $2,225 $0 $1,893
Fixture 1992 1997 $28,886 $0 $0 $0 $2,401
Furniture 1992 1997 $31,271 $1,531 $1,109 ($422) $2,063
Manufacturing & Production 1992 1997 $6,943 $819 $1,311 $0 $1,072
Material Handling 1992 1997 $4,110,891 $925,806 $1,116,242 $0 $858,263
Mining 1992 1997 $217,414 $71,977 $20,000 $0 $20,000
Photography 1992 1997 $31,894 $4,950 $3,622 $0 $2,338
Printing 1992 1997 $168,741 $18,014 $12,537 ($1,610) $11,395
Restaurant 1992 1997 $26,616 $0 $0 $0 $2,847
Sanitation 1992 1997 $9,361 $0 $0 $0 $2,119
Telecommunications 1992 1997 $412,360 $39,967 $49,682 $12,232 $52,607
Agriculture 1993 1997 $40,194 $0 $0 $0 $0
Automotive 1993 1997 $888,312 $47,663 $24,773 ($22,890) $0
Computers 1993 1997 $734,252 $93,839 $90,756 ($3,083) $3,687
Construction 1993 1997 $63,042 $9,790 $10,459 $670 $0
Copiers 1993 1997 $63,037 $0 $0 $0 $0
Environmntal 1993 1997 $32,236 $4,298 $4,796 $497 $0
Fixtures 1993 1997 $9,044,378 $1,170,547 $1,443,061 $504,440 $743,528
Furniture 1993 1997 $315,502 $66,485 $67,421 $936 $0
Install Chgs 1993 1997 $1,837 $0 $0 $0 $0
Manufacturing & Production 1993 1997 $536,057 $69,376 $86,814 $17,438 ($4,079)
Miscellaneous 1993 1997 $11,404 $0 $262 $262 $0
Material Handling 1993 1997 $208,966 $8,685 $6,409 ($2,276) $0
Medical 1993 1997 $980,345 $14,745 $9,015 ($5,730) ($4,502)
Office Equipment 1993 1997 $293,902 $39,096 $48,162 $9,066 ($10,334)
Photography 1993 1997 $106,420 $25,078 $25,359 $281 $0
Printing 1993 1997 $69,600 $1,744 $2,253 $508 $0
Restaurant 1993 1997 $1,033,639 $178,664 $193,503 $14,838 ($13,767)
Retail 1993 1997 $801,808 $81,489 $108,377 $26,888 ($56,651)
Sanitation 1993 1997 $38,711 $10,814 $1,093 ($9,721) $0
Telecommunications 1993 1997 $2,215,528 $167,220 $191,182 $38,463 $73,235
Transportation 1993 1997 $155,270 $27,237 $31,561 $4,324 $2,810
Video Production 1993 1997 $30,290 $0 $0 $0 $0
Agriculture 1994 1997 $16,669 $2,080 $1,356 ($724) $0
Automotive 1994 1997 $17,497 $2,193 $4,453 $2,260 ($2,429)
Computers 1994 1997 $246,517 $23,978 $19,260 ($201) ($50,581)
Furniture 1994 1997 $77,796 $8,383 $13,210 $4,827 ($18,169)
Manufacturing & Production 1994 1997 $770,651 $221,135 $156,719 ($4,256) ($168,342)
Medical 1994 1997 $97,293 $13,074 $17,107 $4,033 ($15,151)
Printing 1994 1997 $33,526 $0 $0 $0 $0
Restaurant 1994 1997 $17,087 $346 $2,314 $1,968 ($4,605)
Telecommunications 1994 1997 $17,862 $228 $0 ($228) $0
Video Production 1994 1997 $43,569 $0 $70 $70 $0
Audio 1995 1997 $24,180 $0 $0 $0 $0
Computers 1995 1997 $370,580 $19,725 $21,722 $1,997 $0
Copiers 1995 1997 $10,564 $1,482 $0 ($1,482) $0
Fixture 1995 1997 $18,012 $0 $518 $518 $0
Furniture 1995 1997 $25,418 $7,293 $8,354 $1,061 $0
Manufacturing & Production 1995 1997 $399,479 $78,533 $35,135 ($43,397) ($10,332)
Medical 1995 1997 $131,557 $30,567 $30,135 $1,728 $0
Office Equipment 1995 1997 $12,041 $0 $1 $1 $0
Printing 1995 1997 $10,883 $0 $523 $523 $0
Restaurant 1995 1997 $41,979 $6,944 $7,090 $145 $0
Telecommunications 1995 1997 $32,044 $644 $2,025 $1,382 $0
Transport 1995 1997 $9,915 $0 $0 $0 $0
Video Production 1995 1997 $5,116 $1,434 $1,619 $185 $0
Aircraft 1996 1997 $5,690,161 $5,231,289 $5,305,164 $73,875 $0
Computers 1996 1997 $69,115 $64,613 $28,495 ($36,118) $0
Manufacturing & Production 1996 1997 $112,286 $2,317,341 $2,316,413 ($929) $0
Printing 1996 1997 $30,867 $24,284 $0 ($24,284) $0
Restaurant 1996 1997 $21,703 $19,339 $0 ($16,339) $0
Retail 1996 1997 $28,814 $24,695 $0 ($24,695) $0
Telecommunications 1996 1997 $646,908 $204,268 $81,062 ($123,206) ($261,441)
Video Production 1996 1997 $53,503 $41,768 $45,625 $3,857 $0
Computers 1997 1997 $42,221 $41,673 $0 ($37,673) $0
Manufacturing & Production 1997 1997 $56,217 $54,750 $89,370 $34,620 $0
Medical 1992 1998 $28,945 $0 $13,065 $13,065 (4)
Office Equipment 1992 1998 $3,486 $0 $3,151 $3,151 (4)
Photography 1992 1998 $11,376 $1,738 $0 ($1,738) (4)
Automotive 1993 1998 $43,374 $0 $5,826 $5,826 (4)
Computers 1993 1998 $1,644,491 $273,716 $392,988 $119,271 (4)
Manufacturing & Production 1993 1998 $19,974 $0 $0 $0 (4)
Materials 1993 1998 $32,128 $4,221 $0 ($4,221) (4)
Restaurant 1993 1998 $115,199 $660 $106 ($554) (4)
Retail 1993 1998 $16,046 $774 $855 $81 (4)
Sanitation 1993 1998 $48,315 $0 $0 $0 (4)
Telecommunications 1993 1998 $101,076 $21,633 $34,819 $13,186 (4)
Computers 1994 1998 $22,525 $51 $300 $249 (4)
Furniture 1994 1998 $114,022 $31,477 $38,909 $7,432 (4)
Manufacturing & Production 1994 1998 $19,962 $485 $485 ($0) (4)
Computers 1995 1998 $91,349 $0 $2,178 $2,178 (4)
Manufacturing & Production 1995 1998 $82,681 $0 $3,163 $3,163 (4)
Medical 1995 1998 $32,578 $0 $0 $0 (4)
Restaurant 1995 1998 $23,799 $0 $0 $0 (4)
Retail 1995 1998 $34,492 $0 $58 $58 (4)
Telecommunications 1995 1998 $26,346 $0 $354 $354 (4)
Transport 1995 1998 $36,258 $0 $0 $0 (4)
Audio 1996 1998 $26,373 $1,409 $1,409 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P. Six for the two years ended December 31, 1997, and the
three months ended March 31, 1998. Each of the Programs' records are maintained
in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Restaurant 1994 1995 $326,412 $274,229 $292,998 $18,770 ($8,364)
Computers 1995 1995 $40,355 $36,171 $4,310 ($31,861) $0
Manufacturing & Production 1995 1995 $107,995 $70,846 $13,253 ($57,593) ($6,821)
Printing 1995 1995 $1,820,770 $1,218,354 $847,650 ($370,703) ($189,624)
Computers 1994 1996 $18,446 $5,353 $3,560 ($1,793) ($10,985)
Manufacturing & Production 1994 1996 $17,177 $8,953 $9,433 $480 $0
Telecommunications 1994 1996 $24,655 $18,456 $20,460 $2,004 $0
Computers 1995 1996 $1,347,917 $329,160 $125,734 ($203,426) ($541,146)
Construction 1995 1996 $22,064,270 $16,995,923 $16,995,923 $0 ($623,361)
Medical 1995 1996 $103,056 $44,801 $50,884 $6,083 $0
Manufacturing & Production 1995 1996 $1,409,938 $812,883 $444,921 ($367,962) ($374,116)
Printing 1995 1996 $5,442,336 $2,288,789 $1,412,324 ($876,465) ($414,037)
Restaurant 1995 1996 $268,961 $253,439 $269,638 $16,199 $0
Telecommunications 1995 1996 $1,650,391 $1,200,958 $1,315,148 $114,190 $0
Automotive 1994 1997 $27,829 $14,749 $0 ($14,749) $0
Computers 1994 1997 $180,776 $66,976 $75,905 $8,929 ($13,291)
Construction 1994 1997 $32,848 $17,140 $0 ($17,140) $0
Fixture 1994 1997 $45,846 $1,789 $2,750 $961 ($15,349)
Restaurant 1994 1997 $94,554 $47,563 $52,007 $4,444 $0
Retail 1994 1997 $26,897 $0 $1,936 $1,936 ($8,598)
Computers 1995 1997 $3,262,279 $489,867 $501,756 ($140,124) $185,069
Fixture 1995 1997 $29,651 $18,427 $0 ($18,427) $0
Manufacturing & Production 1995 1997 $1,890,353 $255,830 $887,316 $28,163 $191,708
Medical 1995 1997 $88,067 $1,722 $2,461 $739 $0
Office Equipment 1995 1997 $27,724 $0 $0 $0 $0
Printing 1995 1997 $4,015,970 $898,332 $821,964 ($50,660) ($50,886)
Restaurant 1995 1997 $39,793 $28,957 $0 ($28,957) $0
Telecommunications 1995 1997 $19,948 $2,353 $2,428 $75 $0
Transport 1995 1997 $12,332 $541 $544 $2 $0
Furniture 1996 1997 $52,450 $51,399 $3,919 ($27,979) $0
Manufacturing & Production 1996 1997 $640,182 $81,744 $128,607 ($27,601) ($216,682)
Printing 1996 1997 $349,511 $243,488 $223,338 ($20,150) $0
Restaurant 1996 1997 $30,415 $0 $99 $99 $0
Telecommunications 1996 1997 $216,401 $118,544 $3,044 $3,044 ($7,459)
VIDEO PROD 1994 1998 $14,310 $100 $112 ($12) (4)
COMPUTES 1995 1998 $2,219,673 $187,957 $364,521 ($176,564) (4)
FURNITURE 1995 1998 $57,282 $0 $1,415 ($1,415) (4)
M & P 1995 1998 $181,790 $1,079 $64,199 ($63,120) (4)
MEDICAL 1995 1998 $40,799 $0 $1,154 ($1,154) (4)
PRINTING 1995 1998 $413,451 $12,413 $10,382 $2,030 (4)
RESTAURANT 1995 1998 $10,838 $0 $4 ($4) (4)
TELECOMM 1995 1998 $7,707 $542 $1,250 ($708) (4)
COMPUTERS 1996 1998 $26,138 $0 $13 ($13) (4)
M & P 1996 1998 $11,497 $0 $6 ($6) (4)
PRINTING 1996 1998 $39,424 $0 $562 ($562) (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
EXHIBIT C
SUBSCRIPTION DOCUMENTS
ICON INCOME FUND EIGHT
INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION AGREEMENT
===================================================================
INSTRUCTIONS: To purchase or acquire ownership interests in ICON
Income Fund EIGHT, please complete and sign the Subscription
Agreement. Please print or type your responses clearly in the
spaces provided.
===================================================================
Units Purchased. Indicate the total dollar amount and the
number of
1. Units you wish to purchase in ICON Income Fund EIGHT. Each
whole
INVESTMENT: Unit has a cost of $100.00 and each 1/10,000th of a Unit
costs
$.01. (Example: For an investment of $2,723.25, the
number of
units will equal 27.2325 Units.) The Partnership has a
minimum
Initial Investment requirement of $2,500 except for IRAs,
SEPs and
Qualified Pension, Profit-Sharing or Stock Option Plans
including
Keogh Plans for which the minimum Investment is $1,000.
(Please see
the INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS;
SUBSCRIPTION PROCEDURES section in the Prospectus for
details and
restrictions).
- -----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
A. Subscriber or Investor Information. Fill in the name,
address
2. and tax identification number or social security number
for each
REGISTRATION subscriber. (If necessary, attach an additional sheet
and have
INFORMATION: the additional subscribers sign such sheet.)
B. Trustee or Custodian Information. Please have the
Trustee(s)
or Custodian(s) of your fiduciary account complete Section
2B, if
the investment is to be held in a trustee or custodial
account
(such as your IRA, SEP or Qualified Plan), or in
another
fiduciary account. (Note: Section 2A must be completely
filled
out with all subscriber information.)
C. Citizenship. Please indicate if you are a U.S.
Citizen, U.S.
Resident Alien or the citizen of a country other than the
United
States. If so, please specify the country of which you
are a
citizen.
- ------------------------------------------------------------------------------
- -----------------------------------------------------------------------------
(Mark only one box. Information as to signatures that are
required,
depending on the type of ownership, is provided below.)
3. FORM OF INDIVIDUAL OWNERSHIP-investor's signature required.
OWNERSHIP: HUSBAND AND WIFE, AS COMMUNITY PROPERTY-both parties'
signature
required.
JOINT TENANTS-signatures of all parties are required.
TENANTS IN COMMON-signatures of all parties are required.
PARTNERSHIP-signature of an authorized partner required.
CORPORATION-signature of an authorized officer.
IRA, SEP, KEOGH-signature of trustee or custodian required.
CUSTODIAL ACCOUNT-signature of custodian required.
TRUST-signature of trustee required.
- ------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4. If you want your distribution checks to be mailed to an address
DISTRIBUTION other than shown in Section 2, please complete Section 4. If
you
ALTERNATIVES: desire multiple payees or direct deposit for your distributions,
please complete the Special Payment Instruction Form (Page C-5).
- ---------------------------------------------------------------------------
- -----------------------------------------------------------------------------
5. Please complete the Investor Data Sheet of the
Subscription
SIGNATURES: Agreement (Page C-3) and read the Investor Suitability
Requirements
and Representations on the reverse side of the Data Sheet
(see Page
C-4). After you have done so, please sign and date the
Subscription
Agreement. (Please refer to Section 3 above for information
as to
who should sign.)
- -----------------------------------------------------------------------------
6. The Registered Representative must complete this section
of the
BROKER/DEALER Subscription Agreement. An authorized Branch Manager or
Registered
INFORMATION: Principal of the Broker/Dealer firm must sign the
Subscription
Agreement. Orders cannot be accepted without this
Broker/Dealer
authorization.
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Until you are notified that the escrow condition of the
sale of
7. INVESTMENT 12,000 Units has been completed, please make checks
payable to
CHECKS & ICON Income Fund EIGHT
Escrow
SUBSCRIPTIONS:Account. Thereafter, checks should be made payable to ICON
Income
Fund EIGHT Your check should be in the amount of your
subscription
as shown in Section 1 of the Subscription Agreement.
Mail your completed white and pink copies of the
Subscription
Agreement (Page C-3) together with your Special Payment
Instruction
Form (Page C-5) (if applicable) and subscription check,
in the
amount of the subscription price (as shown in Section 1 on
page C-3)
to: ICON Securities Corp., 600 Mamaroneck Avenue,
Harrison, New
York 10528. An original executed pink copy of this
Subscription
Agreement will be returned to you for your files.
- -----------------------------------------------------------------------------
NO SUBSCRIPTION AGREEMENT WILL BE PROCESSED UNLESS FULLY
COMPLETED AND ACCOMPANIED BY PAYMENT IN FULL. ANY SUBSCRIPTION
PAYMENT WHICH IS DISHONORED WILL CAUSE THE SUBSCRIPTION AND ANY
CERTIFICATE FOR UNITS TO BE VOID AS OF THE SUBSCRIPTION DATE AND
SHALL OBLIGATE THE SUBSCRIBER TO PAY ALL COSTS AND CHARGES
ASSOCIATED THEREWITH.
PLEASE SEE PAGE C-2 FOR GENERAL INSTRUCTIONS AND PAGE C-4 FOR
INVESTOR SUITABILITY REQUIREMENTS AND REPRESENTATIONS.
If you have any questions about completing this Subscription
Agreement, please call ICON Securities Corp., Subscription
Processing Desk, at (800) 343-3736.
White-ICON copy, Yellow-Broker/Dealer copy, Pink-Investor copy
GENERAL INSTRUCTIONS
1. Each Subscriber is hereby instructed that: (a) no
offer to sell Units may be made except by means of the Prospectus
and, consequently, (b) SUBSCRIBER SHOULD NOT RELY UPON ANY ORAL
STATEMENTS BY ANY PERSON, OR UPON ANY WRITTEN INFORMATION OTHER
THAN AS SPECIFICALLY SET FORTH IN THE PROSPECTUS AND SUPPLEMENTS
THERETO OR IN PROMOTIONAL BROCHURES CLEARLY MARKED AS BEING
PREPARED AND AUTHORIZED BY THE GENERAL PARTNER, ICON CAPITAL
CORP., OR BY THE DEALER-MANAGER, ICON SECURITIES CORP., FOR USE
IN CONNECTION WITH OFFERING OF UNITS TO THE GENERAL PUBLIC BY
MEANS OF THE PROSPECTUS. Subscriber is hereby further advised
that an investment in Units of the Partnership involves certain
risks including, without limitation, the matters set forth in the
Prospectus under the captions Risk Factors, Conflicts of
Interest, Management and Income Tax Considerations.
Subscriber is hereby advised that the representations set forth
herein do not constitute a waiver of any of Subscriber's rights
under the Delaware Limited Partnership Act and applicable federal
and state securities laws.
2. Subscriber is hereby instructed that: (a) the Units
are subject to substantial restrictions on transferability;
(b) there will be no public market for the Units; and (c) it may
not be possible for Subscriber to readily liquidate his
investment in the Partnership, if at all, even in the event of an
emergency. Any transfer of Units is subject to the General
Partner's approval and must comply with the terms of Section 10
of the Partnership Agreement. In particular, any purchaser or
transferee must satisfy the minimum investment and investor
suitability standards for his domiciliary state set forth in the
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES section. Various states may also impose
more stringent standards than the general requirements described
under the INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS; SUBSCRIPTION PROCEDURES section in the
Prospectus. In addition, the State of California has additional
transfer requirements as summarized in the following legend,
which are in addition to the provisions of Section 10 of the
Partnership Agreement:
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF
THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE
ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMISSIONER'S RULES.
ICON INCOME FUND EIGHT
SUBSCRIPTION AGREEMENT
A Delaware Limited Partnership
- ----------------------------------------------------------------------------
1. A. UNITS PURCHASED Dollar ICON USE
ONLY
INVESTMENT: Amount________________________ No. of Units
Subscription
(Check _________________ Received
Appropriate B. TYPE OF INVESTMENT Date:
Boxes) _____Initial Investment _____Additional
________________
Investment No. of
Units:
__________
Blue Sky
State:
________
- ----------------------------------------------------------------------------
A. SUBSCRIBER INFORMATION (Please specify Mr. or Ms.)
Subscriber's
Name(s)______________________________________________________________________
________________________________________ Subscriber Tax
I.D.
2. No. or Social Security No.______________________________
REGISTRATION Subscriber's Residential Address
INFORMATION:
(Please
Street_______________________________________________________________________
type or City/Town________________________________________
print State___________________ Zip
Code______________________________
clearly) Telephone No. (Day) _______________________________
B. TRUSTEE OR CUSTODIAL INFORMATION (of IRAs, Qualified Plans,
other Trustees, etc., if applicable)
Trustee's or Custodian's
Name(s)______________________________________Trustee Tax I.D.
No.
_____________________________
FBO
_____________________________________________________________Acct.
No ______________________________________
Date Trust or Account Established ___________________
Year to
which Subscription applicable 19___
Trustee's or Custodian's Address
Street_______________________________________________________________________
City/Town________________________________________
State___________________ Zip Code____________________
Contact Name_____________________________________
Phone__________________________________________
C. CITIZENSHIP (Check One) ___U.S. Citizen ___U.S.
Resident
Alien ___Non-Resident (Specify
Country)________________
- --------------------------------------------------------------------------
- ------------------------------------------------------------------------
3. FORM OF _____ Individual Ownership _____ Partnership FIDUCIARY
ACCOUNTS
OWNERSHIP: _____ Husband and Wife, as Community Property _____ Corporation
(Mark only (All Sections in 2B must be filled out)
one box) _____ Joint Tenants _____
Trust ___ IRA, SEP, Keogh ___
Trust
_____ Tenants in Common ___ Custodial
Account
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
4. Check if:____ You wish Distributions of the Partnership to be
DISTRIBUTIONreinvested in addition Units during the Offering Period.
ALTERNATIVES: ____ You wish Direct Deposit of Distributions or
that
(COMPLETE they be sent to more than one Payee. Complete the Special Payment
ONLY IF Instruction Form.
PAYEE IS ____ You wish Distributions to be sent to the Payee
and
DIFFERENT Address listed below. Complete the following information:
THAN Payee Name:
SECTION 2A
_____________________________________________________________________________
or 2B Branch: ___________________________________ Account
ABOVE) Number:__________________________ ABA #:___________________
Street Address:
______________________________________________________________________________
City/Town:
____________________________________________________ State
___________________ Zip Code ____________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Initial _________________) The undersigned confirms that
he/she: has
received a copy of the Prospectus and has read the C-2 hereof,
makes
the representations contained on Page C-4 hereof, acknowledges
that an
5. investment in Units is not liquid; declares that, to the
best of
SIGNATURES his/her knowledge, all information in Sections 1-4 of the Page
C-3 is
AND accurate and may be relied upon by the General Partner; and
appoints
INITIALS: the General Partner as his/her attorney-in-fact as
described in
Paragraph 2 on Page C-4.
Sign X______________________________________ Sign
X_______________________________________________________
Here Subscriber's Signature
Date Here
Authorized Signature (Custodian/Trustee/Officer/Partner) Date
X______________________________________
X_______________________________________________________
Subscriber's Signature Date
Print Name (Custodian/Trustee/Officer/Partner)
Date
- -----------------------------------------------------------------------------
The Selling Dealer must sign below to complete the order and, by
doing
so, thereby represents that (1) both it and its
registered
6. BROKER/ representative which solicited the subscription (the
Registered
DEALER Representative): (a) is duly licensed by, and in good standing
with,
INFORMATION:the NASD and may lawfully offer Units in the State(s)
listed in
(Please Section 2.A above; (b) has reasonable grounds to believe,
based on
type or information obtained from the Subscriber concerning his/her
investment
print objectives, other investments, financial situation and needs
and any
clearly) other information known by the Selling Dealer or
Registered
Representative, that the Investment described in Section 1,
above is
suitable in light of Subscriber's income, net worth and
other
characteristics; and (c) the Registered Representative
has (i)
informed the Subscriber as to the limited liquidity of the
Units and
(ii) delivered a current copy of the Prospectus to the
Subscriber in
connection with the offering of Units.
PLEASE PRINT
Brokerage Firm Name_______________________________________
Supervisor_______________________ Tele. Number _______________
Registered Representative
Name_______________________________________
Rep. Number ______________ Tele. Number ______________
Representative Street
Address______________________________________________________________________
City/Town_________________________________________________
State_______________________ Zip Code _______________
Authorized signature (Branch Manager or Registered Principal).
Order
cannot be completed without signature.
X_______________________________________________________
- -------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
7. Mail the completed Subscription Agreement with a check
payable as
INVESTMENT indicated in the instructions to: ICON Securities
Corp., 600
CHECKS & Mamaroneck Avenue, Harrison, New York 10528.
SUBSCRIPTIONS.
- -------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
ACCEPTANCE BY GENERAL PARTNER ICON Capital Corp., General
Partner
ICON INCOME FUND EIGHT
By:_________________________________________________________
Authorized
Signature Date
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
INVESTOR SUITABILITY SUBSCRIPTION; APPOINTMENT OF
ATTORNEY-IN-FACT; AND REPRESENTATIONS
1. Subscription for Units. Each subscriber (a
Subscriber) desiring to become a Limited Partner of ICON
Income Fund Eight, an equipment leasing program consisting
of two Delaware limited partnerships, ICON Income Fund Eight
A L.P., a Delaware limited partnership, (ICON Eight A) and
ICON Income Fund Eight B L.P., a Delaware limited
partnership, (ICON Eight B) (collectively, the
Partnerships, or, individually, a Partnership), hereby
signs his/her name in Section 5 on Page C-3, and thereby (a)
subscribes for the number and dollar amount of limited
partnership units (Units) as set forth in Section 1.A on
Page C-3; (b) agrees to become a Limited Partner of a
Partnership upon acceptance of his/her subscription by the
General Partner of such Partnership, ICON Capital Corp. (the
General Partner); and (c) adopts, and agrees to be bound
by each and every provision of, the Partnership Agreement
and this Subscription Agreement. Subscriber hereby
subscribes for the number of Units (whole and fractional),
and has tenderED good funds herewith in full payment of the
Dollar Amount therefor (computed at $100 per whole
Unit/$.01 for each 1/10,100th of a Unit as shown in Section
1.A on Page C-3, subject to (i) discounts (as described in
the Plan of Distribution Section of the Prospectus) and to
the minimum investment requirements (as described in the
INVESTOR SUITABILITY AND MINIMUM REQUIREMENTS; SUBSCRIPTION
PROCEDURES Section of the Prospectus).
2. Appointment of the General Partner as Subscriber's
Attorney-in-Fact. By signing his/her name in Section 5 on
Page C-3, (and effective upon admission to the Partnership),
each Subscriber thereby makes, constitutes and appoints the
General Partner, each authorized officer of the General
Partner and each Person who shall thereafter become a
Substitute General Partner during the term of the
Partnership, with full power of substitution, as the true
and lawful attorney-in-fact of, in the name, place and stead
of, such Limited Partner, to the full extent, and for the
purposes and duration, set forth in Section 15 of the
Partnership Agreement (all of the terms of which are hereby
incorporated herein by this reference). Such purposes
include, without limitation, the power to make, execute,
sign, acknowledge, affirm, deliver, record and file any (a)
document or instrument which the General Partner deems
necessary or desirable to carry out fully the provisions of
the Partnership Agreement (in the manner and for the
purposes provided in Section 15.1 of the Partnership
Agreement) and (b) amendment to the Partnership Agreement
and to the Certificate of Limited Partnership of the
Partnership (in the manner and for the purposes provided in
Section 15.2 of the Partnership Agreement, including,
without limitation, admission of Limited Partners to the
Partnership and any application, certificate, instrument,
affidavit or other document required or appropriate in
connection with registration or documentation of the
Partnership's Investments). The foregoing appointment shall
not in any way limit the authority of the General Partner as
attorney-in-fact for each Limited Partner of the Partnership
under Section 15 of the Partnership Agreement. The power of
attorney hereby granted is coupled with an interest, is
irrevocable and shall survive Subscriber's death,
incapacity, insolvency or dissolution or his/her delivery of
any assignment of all or any portion of his/her Units.
3. General Subscriber Representations. As a condition to
Subscriber's being admitted to the Partnership, Subscriber
hereby represents that he/she: (a) either (i) has annual
gross income of $30,000 plus a net worth of $30,000
(exclusive of his/her investment in Units, home, home
furnishings and automobiles) or a net worth of $75,000
(determined in the same manner) or (ii) meets any higher
investor gross income and/or net worth standards applicable
to residents of his/her State, as set forth in the INVESTOR
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES Section of the Prospectus; (b) if
Subscriber is an IRA or a Qualified Plan, it has been
accurately identified as such in Sections 2.A and 3 on Page
C-3; (c) has accurately identified himself/herself in
Section 2.C on Page C-3 as either a U.S. Citizen or a
non-U.S. Citizen (Note: a Subscriber which is a corporation,
a partnership or trust should review the requirements for
being considered a U.S. Citizen described in the INVESTOR
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES Section of the Prospectus); and (d)
each subscriber who is purchasing Units for Individual
Ownership (as indicated in Section 3 on Page C-3) is
purchasing for his or her own account. If Subscriber is
investing in a fiduciary or representative capacity, such
investment is being made for one or more persons, entities
or trusts meeting the above requirements.
4. Additional Fiduciary and Entity Representations. If
the person signing this Subscription Agreement is doing so
on behalf of another person or entity who is the Subscriber,
including, without limitation, a corporation, a partnership,
an IRA, a Qualified Plan, or a trust (other than a Qualified
Plan), such signatory by signing his/her/its name in Section
5 of Page C-3 thereby represents and warrants that (a) he is
duly authorized to (i) execute and deliver this Subscription
Agreement, (ii) make the representations contained herein on
behalf of Subscriber and (iii) bind Subscriber thereby and
(b) this investment is an authorized investment for
Subscriber under applicable documents and/or agreements
(e.g., articles of incorporation or corporate by-laws or
action, partnership agreement, trust indenture, etc.) and
applicable law.
5. Under the penalties of perjury, by signing his/her
name in Section 5 on Page C-3, each Subscriber thereby
certifies that: (a) the Taxpayer Identification Number or
Social Security Number listed in Section 2.A on Page C-3 is
correct; and (b) he/she is not subject to backup withholding
either because the Internal Revenue Service has (i) not
notified such Subscriber that he/she is subject to backup
withholding as a result of a failure to report all interest
or dividends or (ii) has notified such Subscriber that
he/she is no longer subject to backup withholding. (If you
have been notified that you are currently subject to backup
withholding, strike the language under clause (b) of this
paragraph 5 before signing).
UPON SUBSCRIBER'S EXECUTION OF THIS SUBSCRIPTION
AGREEMENT AND ACCEPTANCE THEREOF BY THE GENERAL
PARTNER, THIS SUBSCRIPTION AGREEMENT (CONSISTING OF
PAGES C-1 THROUGH C-5) WILL BECOME A PART OF THE
PARTNERSHIP AGREEMENT.
ICON INCOME FUND EIGHT
600 Mamaroneck Avenue, Harrison, New York 10528
SPECIAL PAYMENT INSTRUCTION FORM
DISTRIBUTIONS TO DIRECT DEPOSIT ACCOUNTS AND/OR
MULTIPLE PAYEES
Please use this form only if you would like your cash
distributions to be directly deposited into an account
and/or sent to more than one account, location or
payee. A maximum of two (2) choices are allowed. If
these instructions are being delivered in connection
with an additional investment in this Partnership which
is being combined with a prior investment, the
designations of account, location and payee(s) must be
exactly the same unless we are advised that you are
requesting prior instructions be changed. Original
signatures of all joint investors or custodial
authorization are required.
First Payee Direct Deposit
Checking
Bank Name____________________________________ Bank
Address_____________________________________
City State Zip
Bank ABA#___________________________________ Bank
Routing No.__________________________________
Name of Account Holder_________________________
Account Type_____________________________________
Account
No.______________________________________
% to be Paid*__________________________________ New
instructions: Yes No
==============================================================
Second Payee Direct Deposit
Checking
Bank Name___________________________________ Bank
Address______________________________________
City State Zip
Bank ABA#__________________________________ Bank
Routing No.___________________________________
Name of Account Holder________________________Account
Type______________________________________
Account
No._______________________________________
% to be Paid*_________________________________New
instructions: Yes No
*Please note that the total of First Payee and Second
Payee (if applicable) should equal 100% of distribution.
____________________________________________
______________________________________________
Original Signature - Subscriber - Limited Partner
Original Signature - Subscriber - Limited Partner
or Authorized/Custodial Representative
____________________________________________
______________________________________________
Date Signed Original Signature
- Subscriber - Limited Partner
Please make a copy for your records
No dealer, salesman or other person has been authorized to give
any information or to make any representations other than those
contained in this Prospectus or in Supplements hereto or in
supplemental sales literature issued by the Partnership and
referred to in this Prospectus or in Supplements thereto, and, if
given or made, such information or representations must not be
relied upon. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities other
than the Units to which it relates or any of such Units to any
person in any jurisdiction in which such offer or solicitation is
unlawful. The delivery of this Prospectus at any time does not
imply that the information contained herein is correct as of any
time subsequent to its date.
============================================================
ICON Income Fund Eight
============================================================
$150,000,000 (Maximum Offering)
150,000 Units of Limited Partnership Interest
(two Delaware limited partnerships, each having a minimum
capitalization of 12,000 Units)
$100.00 per Unit
Minimum Investment 25 Units ($2,500)
(10 Units or $1,000 for IRAs or Qualified Plans)
-----------------
PROSPECTUS
-----------------
ICON SECURITIES CORP.
Dealer-Manager
_______________, 1998
ICON Securities Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
(914) 698-0600
UNTIL _________, 1998 (90 DAYS FROM THE EFFECTIVE DATE OF
THIS REGISTRATION STATEMENT FOR THIS OFFERING, AS AMENDED),
ALL DEALERS EFFECTING TRANSACTIONS IN THE UNITS, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION
OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16.
a) Exhibits. See attached Exhibit Index.
b) Table VI - Acquisition of Equipment by the Prior
Public Programs.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses of the Partnership in connection with
the offering (assuming the sale of the maximum of $150,000,000 of
Units, $75,000,000 per Partnership) are as follows:
Securities and Exchange Commission Registration Fee... $
44,250
National Association of Securities Dealers, Inc.
Filing Fee......................................
12,500
Blue Sky Expenses....................................
75,000
Due Diligence Fees and Expenses......................
375,000
Legal Fees and Expenses..............................
75,000
Accounting Fees and Expenses.........................
60,000
Printing.............................................
150,000
Marketing Material...................................
335,000
Marketing Expenses of the General Partner............
562,500
Advertising..........................................
175,000
Miscellaneous........................................
80,000
Total........................................... $
1,944,250
The Partnerships will be responsible for the payment of
these expenses only to the extent of $3.50 per Unit sold. The
General Partner has agreed to pay the remainder, if any, of the
organizational and offering expenses from its own funds.
Item 14. Indemnification of Directors and Officers.
The Registrant's Partnership Agreement contains certain
indemnification provisions. Reference is made to the section of
the Prospectus captioned Fiduciary Responsibility for a summary
of such provisions and to Section 6.3 of the Partnership
Agreement.
Pursuant to Section 6.3 of the Partnership Agreement, the
Partnerships shall indemnify the General Partner and it
Affiliates from any loss, liability of damage, including legal
fees except to the extent indemnification is prohibited by law;
and provided that, any such indemnification shall only be from
the assets of the Partnerships and not from the Limited
Partners. Furthermore, no Person whose action or omission to act
caused the loss, liability or damage incurred or suffered may
receive indemnification or avoid liability under this provision
unless such Person determined in good faith that such course of
conduct was in the best interests of the Partnerships, and such
course of conduct did not constitute negligence or misconduct.
II-2
Notwithstanding the foregoing indemnification provision,
none of the General Partner, any of its Affiliates or any Selling
Dealer of the Offering shall be indemnified from any liability,
loss or damage incurred by any such party in connection with any
liabilities arising from or out of an alleged violation of
federal or state securities laws by any such other Person,
unless: (i) (a) there has been a successful adjudication on the
merits of each count involving alleged securities laws violations
as to the General Partner or other Persons seeking
indemnification and a court approves indemnification of legal
costs; (b) such claims have been dismissed on the merits by a
court of competent jurisdiction which approves indemnification of
legal costs; or (c) a court of competent jurisdiction has
approved settlement of the claims against the indemnitee, and
(ii) such indemnification is specifically approved by a court of
law which shall have been advised as to the current position of
the Securities and Exchange Commission and any appropriate state
securities division regarding indemnification from violations of
securities law.
The Dealer-Manager Agreement, a form of which is filed as
Exhibit 1.1 to the Registration Statement and the Selling Dealer
Agreement, a form of which is filed as Exhibit 1.2 to the
Registration Statement, contain certain indemnification
provisions. Reference is made to Section 6(a) of the
Dealer-Manager Agreement and Section 7(a) of the Selling Dealer
Agreement which incorporate by reference the above-referenced
provisions of Section 6.3 of the Partnership Agreement.
Subject to such limitations, the Dealer-Manager Agreement
provides that the Dealer-Manager shall indemnify the General
Partner and the Partnerships against any losses, claims, damages
or liabilities, including legal fees, to which the General
Partner and the Partnerships may become subject under the
Securities Act of 1933, or otherwise, insofar as much losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement of any
material fact contained in the Registration Statement and any
amendments thereto, including this Amendment No. 1, or similar
document or arise out of or are based upon the omission to state
therein a material fact to the extent that such untrue statement
or omission was made in the Registration Statement or similar
documents in reliance upon written information furnished to the
General Partner by the Dealer-Manager expressly for use therein.
Subject to such limitations, the Selling Dealer Agreement
provides that the Selling Dealer shall indemnify the Partnership
against any losses, claims, damages or liabilities, including
legal
fees, to which the Partnerships may become subject under (i) the
Act of otherwise, insofar as such losses, claims, damages or
liabilities (or action in respect thereof) arise out of or are
based upon any untrue statement of any material fact contained in
the Registration Statement of similar document or arise out of or
are based upon the omission to state therein a material to fact
to the extent that such untrue statement or omission was made in
the Registration Statement or similar document in reliance upon
written information furnished to the Dealer-Manager for use
herein, or (ii) under the Act or otherwise, for violations by the
Selling Dealer of securities laws in connection with its offer
and sale of limited partnership interests in Registrant.
II-3
Item 15. Recent Sales of Unregistered Securities.
In connection with the formation of each Partnership, ICON
Income Fund Eight A. L.P., the first of two limited partnerships
in ICON Income Fund Eight issued ten Units of Limited Partnership
Interest to Thomas W. Martin on , 1997. Mr. Martin is an
officer of the Partnership's General Partner. In consideration
of the issuance of such units, he made a capital contribution of
$1,000 in cash to the Partnership. It is the opinion of Day,
Berry & Howard LLP, counsel for the Partnership and the General
Partner, that the issuance by the Partnership of such Units of
Limited Partnership Interest to such individual was exempt from
registration under the Securities Act of 1933, as a private
placement within the meaning of Section 4(2) of the Act.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. See Exhibits Index.
(b) Financial Statement Schedules.
All schedules have been omitted as the requested information
is inapplicable or is presented in the Prospectus, in the balance
sheets, financial statements or related notes.
Item 17. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
II-4
(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, including
(but not limited to) any addition or deletion of a
managing underwriter.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each 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; and
(3) 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.
(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted
to directors, officers and 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 a director, officer
or controlling person of the registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer
or controlling person 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.
(c) The registrant undertakes (1) to file any
prospectuses required by Section 10(a)(3) as
post-effective amendments to the registration
statement, (2) that for the purpose of
determining any liability under the Act each such
post-effective amendment may be deemed to be a new
registration statement relating to the securities
offered therein and the offering of such
securities at that time may be deemed to be the
initial bona fide offering thereof, (3) that all
post-effective amendments will comply with the
applicable forms, rules and regulations of the
Commission in effect at the time such
post-effective amendments are filed, and (4) to
remove from registration by means of a
post-effective amendment any of the securities
being registered which remain at the termination
of the offering.
(d) The registrant undertakes to send to each limited
partner at least on an annual basis a detailed
statement of any transactions with the General
Partner or its affiliates, and of fees,
commissions, compensation and other benefits paid,
or accrued to the General Partner or its
affiliates for the fiscal year completed, showing
the amount paid or accrued to each recipient and
the services performed.
(e) The registrant undertakes to provide to the
limited partners the financial statements required
by Form 10-K for the first full fiscal year of
operations of the partnership.
(f) The registrant undertakes to file a sticker
supplement pursuant to Rule 424(c) under the Act
during the distribution period describing each
property not identified in the prospectus at such
time as there arises a reasonable probability that
such property will be acquired and to consolidate
all such stickers into a post-effective amendment
files at least once every three months, with the
information contained in such amendment provided
simultaneously to the existing Limited Partners.
Each such sticker supplement should disclose all
compensation and fees received by the General
Partner(s) and its affiliates in connection with
any such acquisition. The post-effective
amendment shall include audited financial
statements meeting the requirements of Rule 3-14
of Regulation S-X only for properties acquired
during the distribution period.
The registrant also undertakes to file, after the
end of the distribution period, a current report
on Form 8-K containing the financial statements
and any additional information required by Rule
3-14 of Regulation S-X, to reflect each commitment
(i.e., the signing of a binding purchase
agreement) made after the end of the distribution
period involving the use of 10% or more (on a
cumulative basis) of the net proceeds of the
offering and to provide the information contained
in such report to the Limited Partners at least
once each quarter after the distribution period of
the offering has ended.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment No. 1 to the S-1
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the locations and on
the dates indicated.
ICON INCOME FUND EIGHT,
ICON INCOME FUND EIGHT A L.P.
(a Delaware limited partnership)
ICON INCOME FUND EIGHT B L.P.
(a Delaware limited partnership)
By: ICON CAPITAL CORP.,
General Partner
By: _/s/ Beaufort J. B. Clarke
Beaufort J. B. Clarke, President
Pursuant to the requirements of the Securities Act of 1933,
the Amendment No. 1 to the S-1 Registration Statement has been
signed below by the following persons on behalf of the Registrant
and in the capacities indicated, on this 24th day of July, 1998.
Signatures Title(s)
_/s/ Beaufort J. B. Clarke Chairman, President
(Chief Executive
Beaufort J. B. Clarke Officer) and
Director of ICON
Capital Corp., the General
Partner
of the Registrant
_/s/ Thomas W. Martin Executive Vice
President, Treasurer
Thomas W. Martin and Director of ICON
Capital Corp.
_/s/ Gary N. Silverhardt Vice President
Gary N. Silverhardt (Chief Financial
Officer) and
Assistant Treasurer of ICON
Capital Corp.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
EXHIBITS
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ICON INCOME FUND EIGHT
ICON INCOME FUND EIGHT
EXHIBIT INDEX
Exhibit
No. DESCRIPTION
Page
1. Underwriting agreements.
1.1 Form of Dealer-Manager Agreement...................E-*
1.2 Form of Selling Dealer Agreement...................E-*
4. Instruments defining the rights of security holders.
4.1 The Partnership's Agreement of Limited Partnership is
included
as Exhibit A to the Prospectus.
4.2 The Subscription Agreement, including the Limited
Partner Signature Page and Power of Attorney,
whereby a subscriber agrees to purchase Units and
adopts the provisions of the Agreement of Limited
Partnership is included in Exhibit C to the Prospectus.
4.3 Copy of the Partnership's Certificate of Limited
Partnership filed with the Delaware Secretary of State
On June 9, 1997........................................
E-*
5. Opinion re legality.
5.1 Opinion of Day, Berry & Howard LLP with
respect to securities being registered.................
E-
8. Opinion re tax matters.
8.1 Opinion of Day, Berry & Howard LLP with
respect to certain tax matters.........................
E-
10. Material Contracts.
10.2 Escrow Agreement.......................................
E-
23. Consents of experts and counsel.
23.1 Consent of KPMG Peat Marwick LLP.......................
E-*
23.2 Consent of Day, Berry & Howard LLP appears in
that firm's opinion (Exhibit 5.1) and is incorporated
herein by reference.
23.3 Consent of Day, Berry & Howard LLP appears in
that firm's opinion (Exhibit 8.1) and is incorporated
herein by reference.
24. Power of Attorney.
24.1 Powers of Attorney ....................................
E-*
99. Additional Exhibits.
99.1 Table VI - Acquisition of Equipment by the Prior
Public Programs........................................
E-
* Filed as an Exhibit to the S-1 Registration Statement filed on
May 29, 1998 and is incorporated herein by reference.
EXHIBIT 10.2
FORM OF
ESCROW AGREEMENT
ESCROW AGREEMENT
This Escrow Agreement is dated and effective as of the __ day
of ______, 1998 and is made among ICON Securities Corp. (the
Dealer Manager), ICON Income Fund Eight, an equipment leasing
program consisting of two limited partnerships, ICON Income Fund
Eight A L.P., a Delaware Limited Partnership, (ICON Eight A)
and ICON Income Fund Eight B L.P., a Delaware Limited
Partnership, (ICON Eight B)(collectively, the Partnership),
and The Bank of New York (NJ), a New Jersey banking corporation
(the Escrow Agent).
RECITALS
A. The Partnership proposes to offer and sell up to 1,500,000
units (the Units) of limited partnership interest to investors
at $100 per Unit pursuant to a registration statement (the
Registration Statement) filed with the U.S. Securities and
Exchange Commission (the SEC).
B. The Partnership has agreed that the subscription price paid
in cash by subscribers will be refunded to them if less than
12,000 Units (the Minimum Offering) have been sold and payment
therefore received by the earlier to occur of the date (the
Escrow Termination Date) which is (1) the anniversary of the
date on which the Offering Period (as defined in the Registration
Statement) commenced or (2) any earlier date on which the General
Partner of the Partnership may elect to terminate the Offering
Period (as defined in Partnership's Prospectus).
C. The Partnership desires to establish an escrow with Escrow
Agent for subscription payments pending receipt of aggregate
subscriptions for not less than (1) 12,000 Units ($1,200,000 of
Units) have been received (the time at which the escrow
established by this Agreement as to subscriptions from residents
of all states other than Pennsylvania may be released) or (2)
37,500 Units ($3,750,000 of Units) have been received (the time
at which the escrow established by this Agreement as to
subscriptions from residents of Pennsylvania may be released).
D. The Escrow Agent is willing to serve as Escrow Agent upon
the terms and conditions hereinbelow set forth.
NOW, THEREFORE, in consideration of the premises and other good
and valuable considerations, the receipt and sufficiency of which
is hereby acknowledged by the parties, the parties covenant and
agree as follows:
1. Deposit with Escrow Agent. The Escrow Agent agrees that it
will, from time to time, accept subscription payments for Units
(the Escrow Deposits) received by it from subscribers or
broker-dealers authorized to sell Units (the Selling Dealers).
Until such time at least 37,500 Units have been sold and the
related Escrow Deposits in an aggregate amount not less than
$3,750,000 have been duly distributed in accordance with Section
3.1 hereof, all subscription checks shall be made payable to the
Escrow Agent. Subscription Agreements for the Units received by
the Partnership shall be reviewed for accuracy by the Partnership
and, immediately thereafter, the Partnership shall deliver to
Escrow Agent information describing (1) the name, address and
Federal Tax Identification Number of the subscriber, (2) that
number of Units subscribed for by subscriber, and (3) the
subscription price.
2. Investment of Escrow Deposit. The Escrow Agent shall, upon
receipt of the checks remitted to it, deposit all Escrow Deposits
in federally insured interest-bearing savings or money market
accounts.
3. Distribution of Escrow Deposit. The Escrow Agent shall
distribute the Escrow Deposits as set forth in this Section 3,
and the Escrow Agent's obligations (other than those of Sections
3.3 and 5 hereof which by their nature must survive this
Agreement) shall terminate upon such distributions, and the
Escrow Agent shall be irrevocably released and discharged from
any and all further responsibility or liability with respect to
this Agreement.
3.1 At any time following sale of at least 12,000 Units
(exclusive of subscriptions from residents of The Commonwealth of
Pennsylvania), the Dealer-Manager or the General Partner of the
Partnership, ICON Capital Corp. (ICON), may (a) certify that
the sale of such Units has satisfied the Minimum Offering
required for the Partnership to break escrow as to the
subscription payments of residents of States other than The
Commonwealth of Pennsylvania and (b) stipulate the date on which
the first Closing Date and subsequent Closing Dates of the
Partnership and the release of the Escrow Deposits with respect
to such subscribers to the Partnership and all related earnings
thereon to such subscribers shall occur. At any time following
sale of at least 37,500 Units (inclusive of subscriptions by
residents of all States inclusive of subscriptions from residents
of The Commonwealth of Pennsylvania), the Dealer-Manager or ICON
may (a) certify that the sale of such Units has satisfied the
escrow conditions required for the Partnership to break escrow as
to all subscription payments (including those from residents of
The Commonwealth of Pennsylvania) and (b) stipulate the date on
which the next Closing Date of the Partnership and the release of
the Escrow Deposits then being held on behalf of all subscribers
(including, without limitation, residents of The Commonwealth of
Pennsylvania) to the Partnership and all related earnings thereon
to such subscribers shall occur. Upon collection by the Escrow
Agent of good funds for such subscription payments, the Escrow
Agent shall make such distributions on the applicable Closing
Date. Certification by an officer of ICON that at least 12,000
Units or 37,500 Units (as the case may be) have been timely sold
as described in the first two sentences of this Section 3.1 and
the receipt by Escrow Agent of $1,200,000 or $3,750,000 (as the
case may be) in cash from subscribers for Units, shall constitute
sufficient evidence for the purposes of this Section 3.1 that
such events have occurred.
3.2 After satisfaction of the conditions of Section 3.1 above,
all checks, payable to the Escrow Agent, shall, upon receipt by
Escrow Agent, be endorsed (without recourse to Escrow Agent) for
deposit into such accounts as directed by the Partnership.
3.3 If any Escrow Deposits do not become deliverable to the
Partnership pursuant to Section 3.1 above on or prior to the
Escrow Termination Date (as defined above), the Escrow Agent
shall return such Escrow Deposits to the applicable subscribers
in an amount equal to the subscription amount theretofore paid by
each of them together with interest earned thereon. In the event
that (a) rescission of an individual subscription is required to
be offered to an individual subscriber under provisions of
applicable state law or (b) a subscription for a resident of a
state may only be held in escrow for a shorter period of time
than provided in the preceding sentence under provisions of
applicable state law, then the Escrow Agent shall promptly,
following receipt of such subscriber's duly executed request for
rescission (in the case of rescission) or ICON's direction to
release such subscription (in the case of expiration of an
applicable state statutory maximum escrow period), return such
subscriber's Escrow Deposit to him in an amount equal to the
subscription amount theretofore paid by him together with
interest earned thereon. For purposes of the preceding sentence,
rescission must be offered to each Pennsylvania subscriber for
whom an Escrow Deposit is held by the Escrow Agent at the end of
the 120 day period which began with the Escrow Agent's receipt of
his or her subscription payment. If such rescission offer is not
accepted, such Escrow Deposit may continue to be held for one or
more successive 120 day escrow periods at the end of each of
which rescission must again be offered to each such subscriber.
In no event shall any Escrow Deposit be held in escrow for more
than one year before either being (a) released to the Partnership
(upon a Closing pursuant to Section 3.1 and 3.2) or (b) returned
to the applicable Subscriber (in the event such Escrow Deposit is
returned the applicable subscriber for whom it is being held
pursuant to Section 3.3).
4. Distribution of Interest. If the Escrow Deposits become
deliverable to the Partnership pursuant to Section 3.1 or to the
subscribers pursuant to Section 3.3 above, the Escrow Agent shall
compute for distribution by the General Partner in accordance
with such computations the pro rata share of the investment
earnings of each Escrow Deposit. Each subscriber's pro rata
share of investment earnings shall be computed as follows:
Investment Earnings times (Individual subscription amount
times days held)
Total
subscription amounts times days held
Such pro rata share of investment earnings shall be distributed
to each subscriber upon admission of the subscriber as a limited
partner of the Partnership or upon return of his/her subscription
amounts.
5. Duties and Liability of Escrow Agent.
5.1 The duties and obligations of the Escrow Agent shall be
determined solely by the express provisions of this Agreement and
shall be limited to the performance of such duties and
obligations as are specifically set forth herein.
5.2 In performing any of its duties under this Escrow
Agreement, or upon the claimed failure to perform its duties
hereunder, Escrow Agent shall not be liable to anyone for any
damages, losses, or expenses which it may incur as a result of
the Escrow Agent so acting, or failing to act; provided, however,
Escrow Agent shall be liable for damages arising out of its
willful default or gross negligence under this Agreement.
Accordingly, Escrow Agent shall not incur any such liability with
respect to (i) any action taken or omitted to be taken in good
faith upon advice of its counsel or counsel for the Partnership
given with respect to any questions relating to the duties and
responsibilities of the Escrow Agent hereunder or (ii) any action
taken or omitted to be taken in reliance upon any document,
including any written notice or instructions provided for in this
Escrow Agreement, not only as to its due execution and to the
validity and effectiveness of its provisions but also as to the
truth and accuracy of any information contained therein, which
the Escrow Agent shall in good faith believe to be genuine, to
have been signed or presented by proper person or persons and to
conform with the provision of this Agreement.
5.3 Each of the Partnership and Dealer-Manager hereby
respectively agrees to indemnify and hold harmless the Escrow
Agent against any and all losses, claims, damages, liabilities
and expenses, including, without limitation, reasonable costs of
investigation and counsel fees and disbursement which may be
incurred by it resulting from any act or omission of the
Partnership or the Escrow Agent; except, that if Escrow Agent
shall be found guilty of willful default or gross negligence
under this Agreement by any court of competent jurisdiction,
then, in that event, Escrow Agent shall bear all such losses,
claims, damages and expenses. The indemnity provided by this
Section 5.3 shall survive the termination of this Agreement.
5.4 If a dispute ensues between the parties hereto as to the
proper investment or distribution of Escrow Deposits and earnings
thereon sufficient, in the discretion of Escrow Agent, to require
it doing so, the Escrow Agent shall be entitled to tender into
the custody of any court of competent jurisdiction within the
state of New York, including the Supreme Court of Westchester
County, New York, all money or property in its hands under the
terms of this Agreement and to file an appropriate proceeding to
obtain a court order or declaratory judgment interpreting this
Agreement, resolving such dispute in accordance herewith and
determining the proper disposition of all Escrow funds subject to
this Agreement. Upon Escrow Agent's completion of all acts
called for in any such order or declaratory judgment including
distribution in full of all Escrow Deposits and earnings thereon,
Escrow Agent shall thereupon to be discharged from all further
duties under this Agreement. Any such legal action may be
brought in any court as Escrow Agent shall determine to have
jurisdiction thereof. The Partnership and Dealer-Manager shall
indemnify Escrow Agent against its court costs and attorneys'
fees incurred in filing such legal proceedings.
6. Inability to Deliver. In the event that any check for a
subscription which is delivered to the Escrow Agent by the
Dealer-Manager on behalf of the Partnership pursuant to this
Escrow Agreement is not cleared within 30 days after such
delivery and deposit by Escrow Agent for collection (and
redeposited in the case of insufficient or uncollected funds),
the Escrow Agent shall thereupon return any such check to the
Dealer-Manager for its prompt return of such uncleared check to
the applicable subscriber.
7. Notices. All notices, requests, demands and other
communication or deliveries required or permitted to be given
hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally, given by prepaid telegram or
deposited for mailing, first class, postage prepaid, registered
or certified mail, as follows:
If to the subscribers for Units:
to their respective addresses
as specified in their Subscription Agreements.
If to the Partnerships:
ICON Income Fund Eight A L.P., a Delaware Limited Partnership,
and ICON Income Fund Eight B L.P., a Delaware Limited Partnership
c/o ICON Income Fund Eight
600 Mamaroneck Avenue
Harrison, New York 10528
Attention: Thomas W. Martin, Executive Vice President
If to the Escrow Agent:
The Bank of New York (NJ)
226 South Broad Street
Trenton, NJ 08608
Attention: __________
8. Resignation or Removal of Escrow Agent. The Escrow Agent, or
any successor to it hereafter appointed, may at any time resign
and be discharged from the duties and obligations created by this
Agreement by giving at least thirty (30) days prior written
notice to the Partnership and the Dealer-Manager and accounting
in full for all sums delivered to, and held, by it and all
earning thereon while Escrow Agent hereunder to the Partnership,
Dealer-Manager and successor Escrow Agent. The Escrow Agent may
be removed at any time upon sixty (60) days prior written notice
by any instrument purportedly signed by an authorized
representative of the Partnership and the Dealer-Manager. Any
successor Escrow Agent shall deliver to the Escrow Agent,
Partnership and Dealer-Manager a written instrument accepting
such appointment hereunder and shall take delivery of the Escrow
Account to hold and distribute same in accordance with the terms
of this Agreement. If no successor Escrow Agent shall have been
appointed within thirty (30) days after the Partnership and
Dealer-manager receive notice of the Escrow Agent's intention to
resign or within sixty (60) days of the Escrow Agent's receipt of
notice of its removal, the Escrow Agent shall deliver all amounts
deposited with it in the Escrow Account and all earnings thereon
to a national bank with a net worth of not less than $100,000,000
designated by the Escrow Agent which has agreed in writing to
accept such monies and to act as substitute Escrow Agent in
compliance with the terms of this Agreement. Upon such delivery
and acceptance, the Escrow Agent shall be discharged from any
future obligations under this Agreement.
9. General.
9.1 This Escrow Agreement shall be governed by and be
construed and enforced in accordance with the laws of the State
of New York, exclusive of conflicts of laws provisions
thereunder. The parties hereto consent to the jurisdiction of
all courts of the State of New York and the venue of the courts
located in the county in which the Escrow Agent is located to
resolve all disputes pertaining to this Agreement and any
ancillary agreements entered into in furtherance of the purposes
hereof and agree that such jurisdiction shall be exclusive.
9.2 The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or
interpretation of this Escrow Agreement.
9.3 This Escrow Agreement sets forth the entire agreement and
understanding of the parties in respect to this escrow
transaction and supersedes all prior agreements, arrangements and
understandings relating to the subject matter hereof.
9.4 This Escrow Agreement may be amended, modified, superseded
or canceled, and any of the terms or conditions hereof may be
waived, only by a written instrument executed by each party
hereto or, in the case of a waiver, by the party waiving
compliance. The failure of any party at any time or times to
require performance of any provision hereof shall in no manner
affect the right at a later time to enforce the same. No waiver
of any party of any condition, or of the breach of any term
contained in this Escrow Agreement, whether by conduct or
otherwise, in any one or more instances shall be deemed to be
construed as a further or continuing waiver of any such condition
or breach or a waiver of any other condition or of the breach of
any other terms of this Escrow Agreement.
9.5 This Escrow Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
9.6 This Escrow Agreement shall inure to the benefit of the
parties hereto and their respective successors and assigns.
10. Representation of the Partnership. The Partnership hereby
acknowledges that the status of the Escrow Agent with respect to
the offering of the Units is that of agent only for the limited
purposes herein set forth, and hereby agrees it will not
represent or imply that Escrow Agent, by serving as Escrow Agent
hereunder or otherwise, has investigated the desirability or a
viability of investment in the Units, or has approved, endorsed
or passed upon the merits of the Units, nor shall the
Partnership use the name of Escrow Agent in any manner whatsoever
in connection with the offer or sale of the Units, other than by
acknowledgment that it has agreed to serve as Escrow Agent for
the limited purposes herein set forth.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
ICON SECURITIES CORP.,
as Dealer-Manager
By: _______________________________
Thomas W. Martin
Executive Vice President
ICON Income Fund Eight A L.P., a Delaware Limited Partnership, and
ICON Income Fund Eight B L.P., a Delaware Limited Partnership,
by ICON CAPITAL CORP.,
its General Partner
By: _______________________________
Thomas W. Martin
Executive Vice President
THE BANK OF NEW YORK (NJ),
as ESCROW AGENT
By: _______________________________
EXHIBIT 5.1
OPINION OF COUNSEL
ON LEGALITY
July 24, 1998
ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, NY 10528
Ladies and Gentlemen:
We have acted as counsel to ICON Capital Corp., a
Connecticut corporation (ICON), in connection with the offering
of Units (as hereinafter defined) in ICON Income Fund Eight A
L.P., a Delaware limited partnership (ICON Eight A) and ICON
Income Fund Eight B L.P., a Delaware limited partnership (ICON
Eight B), each of which has been or is expected to be formed as
a Delaware limited partnership. ICON Eight A and ICON Eight B are
hereinafter referred to individually as a Partnership and
collectively as the Partnerships.
We have participated in the preparation of the Registration
Statement on Form S-1 (the Registration Statement) under the
Securities Act of 1933, as amended (the Securities Act), to be
filed with the Securities and Exchange Commission (the
Commission) on or about the date hereof covering the issuance
of up to an aggregate of 150,000 units (the Units) of limited
partnership interests in the Partnerships.
We have examined (i) the Certificate of Limited Partnership
of ICON Eight A, as amended to date, (ii) the Agreement of
Limited Partnership of ICON Eight A dated as of May 28, 1998 (the
ICON Eight A Partnership Agreement), (iii) the form of
Certificate of Limited Partnership of ICON Eight B to be filed
with the Secretary of State of the State of Delaware, (iv) the
form of Agreement of Limited Partnership of ICON Eight B (the
ICON Eight B Partnership Agreement) filed as Exhibit A to the
Prospectus constituting part of the Registration Statement (the
Prospectus), and such other documents pertaining to the
Partnerships as we have deemed necessary or appropriate for
purposes of rendering this opinion. In such examination, we have
assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents
submitted to as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.
Based upon and subject to the foregoing, and assuming that
sales of the Units will be made in accordance with the terms and
conditions stated in the Registration Statement, the ICON Eight A
Partnership Agreement and the ICON Eight B Partnership Agreement,
as the case may be, we are of the opinion that (i) each of the
Units to be issued pursuant to the ICON Eight A Partnership
Agreement will be duly authorized and, when issued and paid for
as described in the Prospectus, will be fully paid and
non-assessable and (ii) upon execution and filing of the
Certificate of Limited Partnership of ICON Eight B with the
Secretary of State of the State of Delaware and the execution of
the ICON Eight B Partnership Agreement, each of the Units to be
issued pursuant to the ICON Eight B Partnership Agreement will be
duly authorized and, when issued and paid for as described in the
Prospectus, will be fully paid and non-assessable, in each case
except as provided in Section 17-607(b) of the Delaware Revised
Uniform Limited Partnership Act.
We consent to the use of our name in the Registration
Statement under the heading LEGAL MATTERS and to the filing of
this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of
the Securities Act or the General Rules and Regulations of the
Commission.
Very truly yours,
Day, Berry & Howard LLP
JAC/pac
EXHIBIT 8.1
OPINION OF COUNSEL
ON TAX
July 24, 1998
ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, NY 10528
Ladies and Gentlemen:
You have asked for our opinion as to the material federal
income tax issues associated with the formation and operation of
ICON Income Fund Eight A L.P. (the Partnership), a Delaware
limited partnership formed pursuant to the Agreement of Limited
Partnership (the Partnership Agreement) dated as of May 28,
1998, among ICON Capital Corp., as General Partner, Thomas W.
Martin, as the Original Limited Partner, and such additional
Limited Partners as may subsequently be admitted to the
Partnership. Capitalized terms used herein without definition
shall have the meanings ascribed thereto in the Partnership
Agreement.
In rendering the opinions set forth herein, we have examined
originals or copies, the authenticity of which has been
established to our satisfaction, of (1) the Certificate of
Limited Partnership of the Partnership as filed with the Delaware
Secretary of State on July 9, 1997, as amended, (2) the
Partnership Agreement, (3) the Registration Statement on Form S-1
(the Registration Statement) to be filed on behalf of the
Partnership with the Securities Exchange Commission (the
Commission) on even date, and its enclosures, including the
preliminary prospectus (the Preliminary Prospectus), and (4)
such other instruments and documents as we deemed necessary as a
basis for the opinions set forth herein, and we have assumed the
accuracy of the facts set forth in the Preliminary Prospectus.
We have also relied, with your consent and without independent
investigation, on your representations that:
1. The activities and operations of the Partnership will
be carried on in the manner contemplated by the Partnership
Agreement and the Preliminary Prospectus and in accordance with
applicable law.
2. Partnership Units will not be listed on a securities
exchange or NASDAQ and, as required by the Partnership Agreement,
the General Partner will not permit transfers of Units if any
such transfers would cause the Partnership to be treated as a
publicly traded partnership within the meaning of Section 7704
of the Code.
Based on the foregoing, we are of the opinion that for
federal income tax purposes under current law the Partnership
will be treated as a partnership and not as an association
taxable as a corporation and it will not be treated as a
publicly traded partnership within the meaning of Section 7704
of the Code.
We have reviewed the discussion set forth in the Preliminary
Prospectus under the headings RISK FACTORS -Federal Income Tax
Risks and ERISA Matters, FEDERAL INCOME TAX CONSEQUENCES and
'INVESTMENT BY QUALIFIED PLANS. To the extent such discussion
contains statements or conclusions of law, we are of the opinion
that, subject to the qualifications contained in such discussion
relating to issues as to which we decline to opine and the
reasons therefor, such statements and conclusions are correct.
Our opinion is based on existing laws, regulations,
published administrative positions of the Internal Revenue
Service and judicial decisions, all of which are subject to
change (possibly with retroactive effect) and reinterpretation,
and there can be no assurance that the Internal Revenue Service
will take a similar view as to any of the tax consequences
described.
We hereby consent to the use of our name in the Registration
Statement under the heading FEDERAL INCOME TAX CONSEQUENCES -
Opinion of Tax Counsel and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the
General Rules and Regulations of the Commission.
Very truly yours,
Day, Berry & Howard LLP
Exhibit 23.1
Consent of KPMG
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ICON Income Fund Eight A L.P.
We consent to the use of our reports on (i) ICON Income Fund
Eight A L.P. and (ii) ICON Capital Corp. included herein, and to
the reference to our firm under the heading Experts in the
prospectus.
KPMG Peat Marwick LLP
New York, New York
July 24, 1998
EXHIBIT 99.1
TABLE VI
ACQUISITION OF EQUIPMENT
BY THE PRIOR PUBLIC PROGRAMS
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series A at March 31,
1998:
<TABLE>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing(1) Expended(2) Cost(3)
- ---------------------------- ------------------ ----------------------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Campbell Soup Company Sacramento, CA Computers Sep-91 $0 $27,411 $27,411
Center For The Media Arts New York, NY Audio Visual Nov-88 0 377,126 377,126
Center For The Media Arts New York, NY Audio Visual Mar-90 0 82,204 82,204
Chesebrough Ponds Westport, CT Material Handling Jun-88 23,058 4,475 27,533
Chesebrough Ponds Westport, CT Material Handling Jun-88 0 54,508 54,508
Ciba-Geigy Corp. Greensboro, NC Copiers Sep-91 0 49,081 49,081
Ciba-Geigy Corp. Greensboro, NC Computers Sep-91 0 74,389 74,389
Ciba-Geigy Corp. Summit, NJ Computers Sep-91 0 39,459 39,459
Corporate Mailings, Inc. Whippany, NJ Office Copier Jun-88 130,113 29,440 159,553
Data Broadcasting Corporation Vienna, VA Computers Jun-90 771,520 56,283 827,803
Doran & Doran PC Ames, IA Medical Jun-88 25,642 4,115 29,757
First Boston Corp. New York, NY Copiers Feb-89 73,438 8,475 81,913
First Hudson Equipment Leasing White Plains, NY Computer Jun-88 0 75,224 75,224
Godiva Chocolatier, Inc. Reading, PA Computers Sep-91 0 32,561 32,561
Gould, Inc. Ft. Lauderdale, FL Office Copier Jun-88 34,982 14,857 49,839
Hospital Authority Of Gwinnett Lawrenceville, GA Medical Jun-88 49,274 7,117 56,391
Ingalls Same Day Surgery Tinley Park, IL Medical Jun-88 71,572 9,490 81,062
Ingersoll-Rand Company Mayfield, KY Copiers Sep-91 0 117,238 117,238
Intelligent Light Fairlawn, NJ Computers Jun-88 46,131 7,662 53,793
Internal Revenue Service Philadelphia, PA Office Equipment May-89 0 83,114 83,114
Ivan C. Namihas MD Las Vegas, NV Medical Jun-88 0 29,784 29,784
L & H Abstracts White Plains, NY Telecommunications Jul-89 0 41,229 41,229
Laclede Steel Company St. Louis, MO Computers Jun-89 69,618 2,513 72,131
Ladera Heights Hospital Los Angeles, CA Computers May-89 0 271,415 271,415
Liverpool Blueprint, Inc. Liverpool, NY Commercial Copier May-89 0 114,048 114,048
Liverpool Blueprint, Inc. Liverpool, NY Reprographics Jul-93 0 53,149 53,149
Marvin Sugarman Productions Valencia, CA Audio Visual Aug-90 179,379 4,617 183,996
Massachusetts General Life Englewood, CO Computers Dec-89 327,971 19,220 347,191
Mcginn Tool & Engineering Co. Franklin, IN Manufacturing & Production Jun-95 0 27,000 27,000
Medical Center Of Independence Independence, MO Medical Jun-88 59,838 8,192 68,030
New York Telephone New York, NY Copiers Jun-88 173,024 32,155 205,179
Newark Beth Israel Medical Ctr Newark, NJ Medical Sep-91 0 40,556 40,556
Pandick Technologies, Inc. New York, NY Office Copier Jun-88 184,910 44,661 229,571
Payless Cashways/Parctec New York, NY Retail Dec-93 141,791 7,365 149,156
Professional Blueprinters Norfolk, VA Commercial Copier Mar-89 0 120,682 120,682
Quality Plants Manorville, NY Agriculture May-89 0 37,991 37,991
Rainbow Abstracts White Plains, NY Office Copier Jul-88 0 107,503 107,503
Ralph's Foods Edroy, TX Printing May-89 0 83,027 83,027
Richman Gordman Stores, Inc. Omaha, NE Retail Dec-90 172,690 25,823 198,513
Richman Gordman Stores, Inc. Omaha, NE Retail Dec-93 0 39,887 39,887
Ridgebury Equestrian Center New Hampton, NY Agriculture Sep-88 0 27,968 27,968
S.J.C. Video Corporation Valencia, CA Video Production Aug-90 0 341,796 341,796
Santangelo dba Valley Shopping Derby, CT Agriculture Dec-88 0 31,425 31,425
Sparta, Inc. La Jolla, CA Computer Jun-88 33,587 7,593 41,180
Stamford Lithographics Stamford, CT Printing Feb-89 0 50,258 50,258
Staten Island Ob & Gyn Assoc. Staten Island, NY Medical Jun-88 0 26,215 26,215
Taco Amigo Audubon, NJ Restaurant Mar-89 0 103,459 103,459
Texas Instruments, Inc. Dallas, TX Computers Jun-88 175,382 35,954 211,336
The Guardian Life Insurance Co.Spokane, WA Office Copier Jun-88 221,181 46,190 267,371
Triangle Reproductions, Inc. Houston, TX Commercial Copier Dec-90 0 74,677 74,677
Tucker Anthony New York, NY Office Copier Jun-88 22,813 7,083 29,896
V. Bruce Mccord Gardiner, NY Agriculture Sep-88 0 36,139 36,139
Wakefern Food Corp. Elizabeth, NJ Office Copier Jun-88 41,749 22,756 64,505
William F. Hineser Dpm, P.C. Arvada, CO Medical Jun-88 0 25,695 25,695
Total Equipment transactions less than $25,000 266,061 1,385,490 1,651,551
---------- ---------- ----------
$3,295,724 $4,487,744 $7,783,468
========== ========== ==========
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1998:
<TABLE>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing(1) Expended(2) Cost (3)
- ------------------------------ ------------------ ------------------------ --------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
A & E Reprographics & Supply Memphis, TN Reprographics Jan-90 0 $102,003 $102,003
A Action Rental, Inc. Pittsburg, PA Environmental Equipment Sep-91 0 45,514 45,514
Ad Art Design Co., Inc. Gaitherburg, MD Computers Aug-94 0 26,405 26,405
Adams Optics Athens, GA Furniture Jun-90 0 26,278 26,278
Advance Waste Mableton, GA Sanitation Dec-91 0 24,282 24,282
Aladdin Carpet Cleaning & Rest Huntington Bch, CA Manufacturing & Production May-95 0 28,292 28,292
Alan Williams & Associates N. Hollywood, CA Computers Jun-95 0 40,975 40,975
Aluminum Company of America Pittsburgh, PA Computers Dec-89 0 107,733 107,733
American Disposal, Inc. Palmyra, PA Front Load Containers Sep-91 0 57,847 57,847
American Senior Citizens All. Orlando, FL Computers Jul-90 0 54,290 54,290
American Senior Citizens All. Orlando, FL Telecommunications Aug-90 0 56,219 56,219
AP Propane, Inc. King Of Prussia, PA Computers Nov-90 352,251 43,294 395,545
AP Propane, Inc. King Of Prussia, PA Computers Nov-90 1,216,935 115,673 1,332,608
AP Propane, Inc. King Of Prussia, PA Computers Nov-90 458,472 43,819 502,291
Ascom Communications, Inc. Bronx, NY Telecommunications Apr-94 0 36,547 36,547
Assix International, Inc. Tampa, MA Computers Nov-89 192,258 20,187 212,445
Assix International, Inc. Tampa, FL Furniture Nov-89 0 75,299 75,299
B & D Hauling, Inc. Columbus, OH Front Load Containers Sep-91 0 51,268 51,268
B & P Refuse Disposal, Inc. Manassas, VA Containers & Carts Jul-90 0 47,913 47,913
Badalaty, DMD Madeline M. Ocean Township, NJ Medical Oct-90 0 25,882 25,882
Ballingers USA, Inc. New York, NY Furniture May-92 0 188,807 188,807
Barry S. Kaplan Md Pa Miami, FL Computers Jun-95 0 35,313 35,313
Bell Telephone of Pennsylvania Pittsburgh, PA Office Equipment Oct-89 0 85,048 85,048
Bendor Corp. Dallas, TX Fixture Dec-90 24,599 3,048 27,648
BJ's Kountry Kitchen Fresno, CA Restaurant Equipment Jun-91 0 60,255 60,255
Blispak, Inc. Whippany, NJ Manufacturing & Production Aug-90 0 125,371 125,371
Bluebonnet Milling Company Ardmore, OK Material Handling Dec-90 34,378 3,014 37,391
BOC, Inc. Murray Hill, NJ Computers Sep-89 178,212 36,246 214,459
Bowers Sanitation Vickery, OH Sanitation Dec-91 0 32,682 32,682
Braintec Corporation Irvine, CA Computers Apr-95 0 27,291 27,291
Brenlar Investments, Inc. Novaro, CA Furniture Oct-94 0 303,000 303,000
Bull Run Metal Fabricators Powel, TN Manufacturing & Production Mar-90 0 31,129 31,129
Buntastic, Inc. Savannah, GA Restaurant Equipment Dec-90 36,986 2,989 39,975
Business Application Soures Costa Mesa, CA Furniture Dec-90 0 29,806 29,806
Cal Rentals & Sales, Inc. Pittsburg, PA Construction Jun-91 0 24,724 24,724
Captain Cookie Company Shreveport, LA Restaurant Equipment Jun-90 0 26,305 26,305
Card Brothers Equipment, Inc. Merrill, MI Computers Dec-90 55,570 4,943 60,513
Career Systems, Inc. Knoxville, TN Computers Mar-90 0 26,489 26,489
Centran Mississippi Farm Vicksburg, MS Agriculture Sep-90 0 126,048 126,048
Channel 17 Associates Ltd. Birmingham, AL Video Production Sep-92 0 104,457 104,457
Channel 17 Associates Ltd. Birmingham, AL Video Production Sep-92 0 278,333 278,333
Channel 17 Associates Ltd. Birmingham, AL Telecommunications Sep-92 0 64,731 64,731
Channel 17 Associates, Ltd. Birmingham, AL Audio Equipment Aug-93 0 128,455 128,455
Chester Wojda Dba Zephyrhills, FL Material Handling Oct-95 0 26,533 26,533
Chris & John's Auto Body, Inc. Milwaukie, OR Material Handling Dec-90 43,082 3,740 46,822
Chrysler Motor Corp. Highland, MI Computers Mar-91 2,039,527 649,217 2,688,744
Ciba-Geigy Ardsley, NY Computers Sep-89 123,897 9,984 133,882
Circuit Wise, Inc. North Haven, CT Manufacturing & Production Jan-91 0 108,613 108,613
Circuit Wise, Inc. North Haven, CT Manufacturing & Production Jan-95 0 50,110 50,110
CIS Corp. College Park, GA Telecommunications Mar-97 0 822,592 822,592
Clark Bagels Inc. Clark, NJ Fixture Apr-95 0 27,790 27,790
Clear Film Printing, Inc. Kaufman, TX Printing Sep-89 0 26,000 26,000
Coastal Blue, Inc. S.J.Capistrano, CA Copiers Nov-89 0 130,000 130,000
Colorgraphics of Arizona, Inc. Phoenix, AZ Reprographics Dec-90 48,787 4,289 53,076
Concord Chrysler Plymouth Concord, MA Manufacturing & Production Jun-93 0 26,401 26,401
Consolidated Waste Ind., Inc., Washington, DC Sanitation Jun-90 0 31,990 31,990
Criterion Labs, Inc. San Jose, CA Manufacturing & Production Mar-95 0 37,594 37,594
D & V Carting Wellington, FL Sanitation Dec-91 0 28,137 28,137
Dalane Machining, Inc. Tampa, FL Material Handling Jul-92 0 30,692 30,692
Dalla Corte Lumber, Inc. Stafford Spring, CT Manufacturing & Production Jul-90 0 28,875 28,875
Data Broadcasting Corp. Vienna, VA Satellite Dishes Jun-90 771,520 56,283 827,803
Days Inn Motel Orlando, FL Telecommunications Dec-90 65,891 5,409 71,300
Dennis Owens Dba Dekalb, IL Manufacturing & Production Apr-95 0 28,253 28,253
Dow Chemical Company Midland, MI Manufacturing & Production Aug-90 612,686 187,631 800,317
Dr. Alexander A. Tocher, MD Millerplace, NY Furniture Jun-90 0 56,460 56,460
Dr. Peter Williams Brooklyn, NY Medical Nov-89 0 25,919 25,919
Dr. Ronald C. Pluese Boca Raton, FL Medical Jun-90 0 41,659 41,659
Dr. Travis A. Gresham Bonita Springs, FL Medical Jun-90 0 28,408 28,408
DSC Corporate Services, Inc. Plano, TX Computers Jun-90 934,676 476,765 1,411,441
Durand's Meat & Grocery Co. Youngsville, LA Computers Sep-90 0 27,391 27,391
East Tennessee Warehousing Ooltewah, TN Material Handling Apr-90 0 135,655 135,655
Edward Lewis and Sons Mineola, NY Furniture Sep-89 0 25,392 25,392
EPI Technologies, Inc. Richardson, TX Medical May-90 0 168,516 168,516
Expedi Printing, Inc. New York, NY Manufacturing & Production Jun-90 0 32,435 32,435
Express Food Stores, Inc. Flagstaff, AZ Restaurant Equipment Dec-90 28,595 2,759 31,354
First Coast Paralegal Clinic Jacksonville Bch.,FL Computers Sep-90 0 46,267 46,267
FMC Corporation Chrcago, IL Computers Nov-90 326,531 41,141 367,673
Ford Motor Company Dearborn, MI Computers Feb-91 194,951 32,193 227,144
Fred Meyer, Inc. Portland, OR Computers Sep-90 1,288,916 130,877 1,419,794
Fred Meyer, Inc. Portland, OR Retail Sep-90 2,274,335 300,261 2,574,596
Fred Meyer, Inc. Portland, OR Computers Oct-90 1,134,269 149,549 1,283,818
Fred Meyer, Inc. Portland, OR Computers Oct-90 2,767,380 351,826 3,119,206
Fred Meyer, Inc. Portland, OR Retail Oct-90 585,706 59,424 645,130
Fred Meyer, Inc. Portland, OR Retail Oct-90 101,709 12,845 114,554
Fred Meyer, Inc. Portland, OR Computers Jun-94 475,927 193,466 669,394
Fred Meyer, Inc. Portland, OR Computers Jun-94 271,472 116,806 388,278
Frymaster Corporation Shrevport, LA Copiers Feb-91 0 40,840 40,840
Gary Baldwin Dallas, TX Agriculture Apr-90 0 26,036 26,036
Gaton St. Clement Corp. Chavin, LA Point Of Sale Registers Jul-90 0 27,679 27,679
GE Plastics Pittsfield, MA Copiers Sep-89 45,069 5,579 50,648
GE Plastics Pittsfield, FL Furniture Dec-89 0 31,376 31,376
GE Plastics Pittsfield, MA Furniture May-90 91,362 14,539 105,901
GE Plastics Pittsfield, MA Telecommunications May-90 29,988 4,862 34,850
Gem City Engineering Co. Dayton, OH Electrical Dec-90 0 68,755 68,755
Goshen Crossing Mobile Gaithersburg, MD Material Handling Jul-90 0 26,219 26,219
Greystone Drugs, Inc. Bronx, NY Fixture Jan-95 0 28,449 28,449
Harlan M. Kretch Dba Mankato, MN Manufacturing & Production Nov-95 0 31,312 31,312
Harnischfeger Industries Pensacola, FL Medical Dec-90 0 44,148 44,148
Harnischfeger Industries Brookfield, WI Computers Oct-92 79,557 0 79,557
Henry Guzmah Fountain Valley, CA Furniture Jun-91 0 26,005 26,005
Hexcel Corp. Dublin, CA Computers Nov-90 566,036 76,534 642,571
HMS Property Management Group Beachwood, OH Furniture Jul-90 0 34,265 34,265
Hometown Buffet, Inc. San Diego, CA Restaurant Feb-95 0 618,000 618,000
Hughes Aircraft Company Los Angeles, CA Computers Apr-90 37,907 502,692 540,599
Imperial Plastics, Inc. Lakeville, MN Manufacturing & Production Aug-90 0 530,400 530,400
Indy Pro Audio Production Srvc Indianapolis, IN Manufacturing & Production Aug-95 0 35,155 35,155
Institutional Laundry Services Lakewood, NJ Manufacturing & Production May-95 0 39,006 39,006
International Business Software St. Louis, MO Computers Feb-90 0 28,642 28,642
International Tollers, Inc. Grand Haven, MI Material Handling Dec-90 28,688 2,540 31,228
Iowa Electric Light & Power Co. Cedar Rapids, IA Computers Nov-90 0 42,714 42,714
J & M Enterprises, Inc. Fletcher, OH Manufacturing & Production Mar-94 0 27,927 27,927
J & P Party Supply Garden City Park, NY Computers Oct-90 0 26,174 26,174
J. K. & Susie L. Wadley Dallas, TX Medical Apr-90 0 140,608 140,608
JGQ Corp. Medina, OH Computers Aug-90 0 26,000 26,000
Jim Malhart Piano & Organ Co. Mcallen, TX Computers May-90 0 69,222 69,222
Joe Ledbetter Visalia, CA Material Handling Dec-90 81,012 6,659 87,672
Joel Rubenstein MD PhD Reno, NV Medical Feb-91 0 527,280 527,280
Joseph A Seagrams & Sons, Inc. New York, NY Telecommunications May-90 67,199 6,068 73,266
Joseph A Seagrams & Sons, Inc. New York, NY Computers Oct-90 68,287 8,086 76,373
Joseph L. Taylor Dba Las Vegas, NV Computers Apr-95 0 26,752 26,752
K-Jon, Inc. Lake Charles, LA Restaurant Equipment Jun-90 0 29,620 29,620
K & M Fashion, Inc. South Gate, CA Retail Oct-90 0 44,385 44,385
Ken Davis Watertown, MA Manufacturing & Production Sep-89 0 42,659 42,659
Kimberling Inn, Inc. Kimberling City, MO Computers Dec-90 23,230 1,884 25,113
L. Cade Havard Plano, TX Computers Jul-90 0 25,795 25,795
Lageroza, Inc. Atlantic City, NJ Computers Sep-90 0 25,549 25,549
Lee's Famous Recipe Country Muskegon, MI Restaurant Equipment Dec-90 100,200 8,995 109,195
Legal Arts Dallas, TX Reprographics Feb-90 0 85,280 85,280
Letap of St. George, Inc. St. George, SC Furniture Jan-91 0 239,742 239,742
Liberty Collection Bureau, Inc. Antamonte Spr., FL Computers Dec-90 42,434 3,495 45,929
Logic Automation, Inc. Beauerton, OR Computers Jul-90 0 249,135 249,135
Lorelei Productions, Inc. Sevierville, TN Video Production Apr-90 0 26,174 26,174
Louisiana Interests Inc Dba Oz New Orleans, LA Restaurant Equipment Dec-95 0 36,672 36,672
Lusk Onion, Inc. Clovis, NM Manufacturing & Production Dec-90 37,414 2,956 40,369
M.J.M. Research, Inc. Mission, KS Computers Apr-96 0 52,676 52,676
Maddox Resources, Inc. Riverbank, CA Restaurant May-96 0 49,262 49,262
Madison Auto Body Shop Inc. Madison, NJ Automotive Apr-95 0 44,157 44,157
Main Street Cafe Medina, OH Point Of Sale Registers Aug-90 0 26,000 26,000
Maxtor Corp. San Jose, CA Computers Feb-91 233,149 32,500 265,649
McCaw-Benzi Insurnace Agency Greenville, TX Computers Dec-90 33,922 2,845 36,767
Medfone Nationwide, Inc. Wantagh, NY Telecommunications Feb-91 0 52,499 52,499
Medical Home Health, Inc. Sallisaw, OK Telecommunications Mar-94 0 28,233 28,233
Melhart Piano McAllen, TX Network System May-90 0 69,222 69,222
Message X Communications, Inc. Hartford, CT Telecommunications Jun-90 0 41,237 41,237
Mosta Corp. Miami, FL Manufacturing & Production Sep-89 0 33,997 33,997
Mott General Contractors, Inc. Chaplin, CT Agriculture Dec-89 0 32,760 32,760
Mountain Air Systems Burlington, VT Computers Oct-90 0 25,630 25,630
National News Network Los Angeles, CA Satellite Dishes Jun-90 1,622,934 114,499 1,737,433
Neuro Electric Test Associates Oakland, CA Printing Oct-90 0 26,691 26,691
Nevada Medical Red Rock Las Vegas, NV Medical Dec-89 0 39,799 39,799
New Century Marble & Granite Oakland, CA Manufacturing & Production Nov-94 0 30,157 30,157
New England Digital Lebanon, NH Office Equipment Aug-90 136,268 13,828 150,096
Niagara Mohawk Power Corp. Syracuse, NY Computers Feb-91 182,483 39,082 221,565
Niagara Mohawk Power Corp. Syracuse, NY Computers Feb-91 168,889 45,288 214,176
Nice & Fresh Bakery Bridgeport, CT Manufacturing & Production Nov-90 0 98,792 98,792
Nice & Fresh Bakery Bridgeport, CT Fixture Dec-90 0 54,500 54,500
One Hour Martinizing Fresno, CA Sanitation Dec-90 53,640 4,430 58,070
Orman Brothers Rosser, TX Agriculture Dec-90 25,972 2,396 28,369
Packaging Plus Services Middletown, NY Furniture Jul-90 0 27,572 27,572
Parametric Technology Corp. Waltham, MA Computers May-90 302,349 57,334 359,683
Parctec, Inc. New York, NY Retail Nov-93 42,759 1,976 44,736
Parctec, Inc. New York, NY Retail Nov-93 143,882 6,651 150,533
Parctec, Inc. New York, NY Retail Nov-93 304,074 14,055 318,130
Parctec, Inc. New York, NY Retail Nov-93 84,329 3,898 88,227
Parctec, Inc. New York, NY Retail Nov-93 82,018 3,791 85,810
Parctec, Inc. New York, NY Retail Nov-93 123,588 5,713 129,301
Parctec, Inc. New York, NY Retail Nov-93 80,898 3,739 84,637
Parctec, Inc. New York, NY Retail Nov-93 427,938 19,781 447,719
Parctec, Inc. New York, NY Retail Nov-93 165,227 7,637 172,864
Parctec, Inc. New York, NY Retail Nov-93 41,570 1,921 43,491
Parctec, Inc. New York, NY Retail Dec-93 42,395 1,946 44,341
Parctec, Inc. New York, NY Retail Dec-93 0 45,788 45,788
Parctec, Inc. New York, NY Retail Dec-93 0 86,612 86,612
Parctec, Inc. New York, NY Retail Dec-93 30,941 1,420 32,361
Parctec, Inc. New York, NY Retail Dec-93 35,099 1,611 36,710
Paul's Market & Deli Knoxville, TN Restaurant Equipment Apr-90 0 27,487 27,487
Paul-Scott Industries Tampa, FL Manufacturing & Production Nov-89 0 69,264 69,264
Pepperidge Farms, Inc. Norwalk, CT Computers May-90 321,109 264,074 585,183
Pepperidge Farms, Inc. Norwalk, CT Manufacturing & Production Aug-90 122,085 99,631 221,716
Performance Semiconductor Sunnyvale, CA Computers Oct-90 513,117 55,895 569,012
Performance Semiconductor Sunnyvale, CA Medical Oct-90 591,377 76,009 667,386
Performance Semiconductor Sunnyvale, CA Computers Oct-90 292,735 33,332 326,067
Performance Semiconductor Sunnyvale, CA Computers Oct-90 401,560 47,546 449,107
Performance Semiconductor Sunnyvale, CA Construction Oct-90 353,899 43,655 397,553
Perry Morris Irvine, CA Manufacturing & Production Mar-92 0 600,000 600,000
Pete Williams, MD Brooklyn, NY Medical Nov-89 0 25,919 25,919
Pfister Industries, Inc. Fair Lawn, NJ Manufacturing & Production Nov-94 0 31,025 31,025
Phil's Place for Ribs Mentor, OH Restaurant Equipment Jun-90 0 54,040 54,040
Phyliss Moriarty Poughkeepsie, NY Medical Jan-95 0 30,287 30,287
Physiologic Reps, Inc. Glendadle, CA Medical Jun-91 0 41,924 41,924
Pineville Piggly-Wiggly, Inc. New Iberia, LA Computers Dec-90 0 44,854 44,854
Plante Construction, Inc. Huntington, CT Agriculture Sep-89 0 44,200 44,200
Polk Opticians, Inc. Lakeland, FL Medical Dec-89 0 37,733 37,733
Prestige Auto Body, Inc. Springfield, VA Paint Booth Jul-90 0 34,599 34,599
Putnam Companies, Inc. Boston, MA Computers Nov-90 269,294 43,844 313,138
Pyramid Vitamins & Health Metuchen, NJ Fixture Dec-95 0 26,465 26,465
Qualicare Medical Labs Astoria, NY Medical Aug-90 0 47,403 47,403
R/T Enterprises, Inc. Richmond, VA Construction Jun-90 0 43,914 43,914
Raleigh Athletic Equipment Corp.New Rochelle, NY Computers Jun-93 0 25,907 25,907
Raleigh Crane Corp. Raleigh, NC Material Handling Jun-90 0 33,613 33,613
Randy's General Merchandise Boyce, LA Computers Sep-90 0 43,536 43,536
Raynet Corporation Menlo Park, CA Computers Oct-90 98,601 12,540 111,140
Red Rock Surgical Center Las Vegas, NV Medical Dec-89 0 39,799 39,799
Refuse Systems, Inc. Cleveland, OH Sanitation Jun-90 0 32,228 32,228
Registered Films Inc. New York, NY Video Production May-96 0 53,797 53,797
Rehab Management, Inc. Midlothian, VA Furniture Jun-90 0 33,055 33,055
Richman Gordman Stores, Inc. Omaha, NE Office Equipment Dec-90 902,150 177,729 1,079,880
Richman Gordman Stores, Inc. Omaha, NE Office Equipment Dec-90 518,068 101,291 619,360
Richman Gordman Stores, Inc. Omaha, NE Retail Dec-93 0 119,662 119,662
Robert A. Masters San Pedro, CA Video Production Jun-91 0 56,632 56,632
Rocky Mountain Denver, CO Computers Oct-90 469,838 62,796 532,633
Romano's Pack & Save, Inc. Baton Rouge, LA Computers Jul-90 0 32,186 32,186
Roulette P.C.H., Inc. San Jose, CA Computers Aug-94 0 26,964 26,964
Royal Glass Corporation Englewood, NJ Manufacturing & Production Jul-94 0 25,395 25,395
Rsvp Services Edmond, OK Telecommunications Dec-95 0 33,014 33,014
Safeguard Business Systems, Inc.Fort Washington, PA Material Handling Jul-90 0 99,148 99,148
Safeguard Business Systems, Inc.Fort Washington, PA Manufacturing & Production Jul-90 0 109,753 109,753
Safeguard Business Systems, Inc.Fort Washington, PA Manufacturing & Production Jul-90 0 99,148 99,148
Safeguard Business Systems, Inc.Fort Washington, PA Manufacturing & Production Jul-90 0 99,148 99,148
Schremp Fairfax, VA Manufacturing & Production Nov-89 0 26,067 26,067
Serologicals, Inc. Brookfield, WI Computers Nov-90 551,499 140,680 692,179
Serologicals, Inc. Pensacola, FL Computers May-91 0 70,789 70,789
Serologicals, Inc. Pensacola, FL Office Equipment Nov-91 0 46,490 46,490
Serologicals, Inc. Pensacola, FL Computers May-92 0 76,900 76,900
Sigmatel, Inc. Tenafly, NJ Telecommunications Aug-90 0 37,492 37,492
Snyder / Newell , Inc. San Francisco, CA Telecommunications Dec-95 0 33,636 33,636
Solar Graphics Inc. St. Petersburg, FL Computers Oct-95 0 34,749 34,749
Soltex Polymer Corp. Houston, TX Computers Feb-90 0 170,882 170,882
Southeastern Microfilm Inc. Raleigh, NC Manufacturing & Production May-96 0 43,686 43,686
Star Liminators, Inc. Anaheim, CA Manufacturing & Production May-96 0 42,371 42,371
Steve Oglesby Productions Inc. Evansville, IN Video Production Dec-95 0 42,495 42,495
Streets, Ltd. Long Island City, NY Computers Jun-93 0 29,329 29,329
Structural Steel Inc. Rockledge, FL Manufacturing & Production May-95 0 32,728 32,728
Sunrise Duplication Services Englewood, CO Video Production Apr-95 0 27,067 27,067
Sunset Estates of Watonaga, Inc.Watonga, OK Fixture Dec-90 36,763 3,212 39,975
T.B.G. of Merrick, Inc. Whitestone, NY Furniture Nov-94 0 204,779 204,779
Tarzar, Inc. Evansville, IN Manufacturing & Production Jul-91 0 51,311 51,311
Teel Lumber Company Pocahontas, AR Manufacturing & Production Jun-93 0 26,412 26,412
Telebit Corp. Sunnyvale, CA Computers Mar-90 925,370 148,270 1,073,640
Telebit Corp. Sunnyvale, CA Medical May-90 139,567 15,671 155,238
Telebit Corp. Sunnyvale, CA Computers May-90 367,953 47,582 415,535
Terrance Reay, Inc. Mission Viejo, CA Furniture Jun-91 0 60,351 60,351
Terrance Reay, Inc. Mission Viejo, CA Furniture Jun-91 0 59,064 59,064
The Gaton Clement Corp. Chavin, LA Computers Jul-90 0 27,679 27,679
The Real Estate Collection Hermosa Beach, CA Furniture Jun-91 0 27,732 27,732
Thermal Dynamics Corporation West Lebanon, NH Manufacturing & Production Dec-90 0 189,364 189,364
Tri Star Optics, Inc. New York, NY Furniture Jun-90 0 47,990 47,990
U.S. Communications of Westch. Boca Raton, FL Telecommunications Sep-90 0 104,000 104,000
U.S. Pipeline Service, Inc. Clearwater, FL High Pressure Jetter Jul-90 0 25,232 25,232
Unity Broadcasting Network New York, NY Telecommunications Sep-89 0 80,231 80,231
Unity Broadcasting Network New York, NY Telecommunications Jul-90 0 36,082 36,082
Upper Crust Pizza San Luis Obispo, CA Restaurant Equipment Dec-90 40,991 3,341 44,332
USX Corporation Pittsburgh, PA Computers Mar-90 862,520 156,933 1,019,453
USX Corporation Pittsburgh, PA Computers Mar-90 1,295,084 228,447 1,523,531
USX Corporation Pittsburgh, PA Mining May-90 2,540,177 944,382 3,484,559
USX Corporation Pittsburgh, PA Mining Aug-90 5,454,428 1,078,257 6,532,685
Viridis Corp. Los Angeles, CA Computers Jul-95 0 29,409 29,409
Visual Productions, Inc. San Diego, CA Printing Apr-96 0 48,047 48,047
Voice Genesis, Inc. Brecksville, OH Computers May-96 0 49,905 49,905
Volvo North America Corporation Rockleigh, NJ Telecommunications Nov-90 140,737 20,163 160,900
Walnut Valley Auto Body Walnut, CA Material Handling Dec-90 32,567 3,172 35,739
Weissinger Steel Erection Orlando, FL Construction Dec-90 29,666 2,692 32,358
Weron, Inc. Englewood, CO Automotive Dec-90 0 68,782 68,782
West Atlantic Medical Center Delray Beach, FL Medical Apr-90 0 27,594 27,594
Westside Sanitaion, Inc. Miami, FL Steel Refuse Containers Jul-90 0 35,548 35,548
Wil-Ray Cabinets & Millwork Temple, TX Material Handling Feb-91 0 45,771 45,771
Wmd Green Inc. Gresham, OR Printing May-96 0 48,492 48,492
Xerox Corporation Blauvelt, NY Copiers Sep-89 40,053 5,373 45,426
Yumi Yogurt San Mateo, CA Material Handling Dec-90 24,201 2,246 26,447
Total Equipment transactions less than $25,000 1,312,672 6,122,204 7,434,876
----------- ----------- -----------
$40,950,305 $26,850,666 $67,800,971
=========== =========== ===========
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1998:
<TABLE>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing Expended Cost
(1) (2) (3)
- ----------------------------- --------------------- -------------------------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
A & S Shotcrete Inc. Phoenix, AZ Manufacturing & Production Apr-95 $0 $36,284 $36,284
Abco Cesspol Services, Inc. Marston Mills, MA Construction Jun-91 0 34,858 34,858
Access, Inc. Birmingham, AL Fixture Jun-96 0 54,244 54,244
Adamson Tire & Brake Sun City, CA Retail Jan-92 0 97,767 97,767
Adirondack Obstetrics & Gyn Glens Falls, NY Medical May-96 0 55,200 55,200
Adzima Funeral Home, Inc. Stratford, CT Computers Dec-94 0 25,266 25,266
All Star Premium Products, Inc Sturbridge, MA Computers Jun-96 0 31,452 31,452
Alliant Techsystems Inc. Everett, WA Manufacturing & Production Oct-95 0 25,764 25,764
Alliant Techsystems, Inc. Edina, MN Video Production Oct-91 0 38,401 38,401
Alliant Techsystems, Inc. Edina, MN Manufacturing & Production Dec-91 0 76,982 76,982
American Association of Retired Washington, DC Computers Mar-91 238,596 35,284 273,880
Andrew L. Pettit Architect New York, NY Computers Jun-96 0 40,010 40,010
Aneree Associates Palmdale, CA Retail Feb-92 0 53,003 53,003
Apollo Group, Inc. Phoenix, AZ Computers Mar-91 0 238,708 238,708
Apollo Group, Inc. Phoenix, AZ Telecommunications Jul-91 0 42,923 42,923
Arias Research Associates, Inc Whittier, CA Medical Jun-96 0 54,528 54,528
Avel Hotel of Naples Boca Raton, FL Furniture Mar-91 0 267,800 267,800
Avel Hotel of Naples Boca Raton, FL Furniture Jun-94 0 65,659 65,659
Baptist Health Care of Oklahoma Oklahoma City, OK Medical Jun-91 304,538 129,016 433,554
Barry'S Photography La Porte, IN Photography May-96 0 40,299 40,299
Bath Ironworks Corp. Bath, ME Computers Jun-91 720,683 80,405 801,088
Bath Ironworks Corp. Bath, ME Computers Jun-91 1,036,469 244,135 1,280,604
Benson Brothers Disposal, Inc. Wyantskill, NY Sanitation Mar-91 0 27,469 27,469
Benson Brothers Disposal, Inc. Wynantskill, NY Sanitation May-91 0 28,205 28,205
Blackhawk Audio Inc. Goodlettsville, TN Audio Equipment Feb-96 0 46,335 46,335
Bnk Industries, Inc. Woburn, MA Manufacturing & Production Jun-96 0 58,891 58,891
Bobby Rubino's USA, Inc. Fort Lauderdale, FL Computers Oct-91 0 96,121 96,121
Brad & Sharon Sessions Lafayette, CO Manufacturing & Production Sep-91 0 25,529 25,529
Bradlees Braintree, MA Fixture Feb-91 77,880 9,706 87,587
Bradlees Braintree, MA Computers Feb-91 94,175 10,954 105,129
Bradlees Braintree, MA Computers Feb-91 57,531 6,603 64,134
Bradlees Braintree, MA Fixture Feb-91 228,418 27,426 255,844
Bradlees Braintree, MA Fixture Feb-91 193,191 25,093 218,284
Bradlees Braintree, MA Fixture Feb-91 219,521 26,358 245,878
Bradlees Braintree, MA Fixture Feb-91 192,081 23,063 215,144
Bradlees Braintree, MA Computers Feb-91 157,979 17,611 175,590
Brenlar Investments, Inc. Novaro, CA Furniture Oct-94 0 303,000 303,000
Brennick Constuction, Inc. Marston Mills, MA Construction Jun-91 0 25,101 25,101
Bullet Proof, Inc. Encino, CA Restaurant Equipment Aug-91 0 74,344 74,344
Cadbury Beverages, Inc. Stamford, CT Computers May-91 0 57,654 57,654
California Micro Devices Corp. Milpitas, CA Computers Sep-91 738,362 219,596 957,958
Carter Hill Sanitation, Inc. Kingston, NC Sanitation May-91 0 27,334 27,334
Carter Mckenzie Inc. West Orange, NJ Computers May-95 0 36,088 36,088
Centocor Inc. Malvern, PA Furniture Jan-96 0 470,368 470,368
Centocor, Inc. Malvern, PA Furniture Mar-91 1,383,374 286,946 1,670,320
Christ The King Regional Middle Village, NY Computers Jun-95 0 167,544 167,544
Chrysler Corp. Highland Park, MI Computers Apr-91 2,258,176 718,751 2,976,927
Chrysler Financial Corp. Southfield, MI Computers Jun-91 7,414,503 969,294 8,383,797
Ciba-Geigy Corp. Tarrytown, NY Telecommunications May-91 0 35,553 35,553
Ciba-Geigy Corp. Tarrytown, NY Video Production May-91 0 139,950 139,950
Ciba-Geigy Corp. Tarrytown, NY Telecommunications May-91 0 38,589 38,589
Clem Fab Associates Atlantic City, NJ Fixture Oct-94 0 25,973 25,973
Community Health Services, Inc. Hartford, CT Computers May-91 0 117,739 117,739
Community Home Nursing Care Atlanta, GA Telecommunications Aug-91 0 30,068 30,068
Consolidated Waste Industries Washington, DC Sanitation Mar-91 0 29,081 29,081
Conway Excavating Lakeville, MA Construction Jun-91 0 34,334 34,334
Cup or Cone, Inc. Philadelphia, PA Restaurant Equipment Mar-95 0 36,144 36,144
Cuza Corp. Cathederal City, CA Transportation Dec-91 0 94,354 94,354
Cyrus Hosiery Inc. Gardena, CA Manufacturing & Production May-96 0 54,115 54,115
D & V Carting, Inc. Wellington, FL Sanitation Mar-91 0 31,982 31,982
Databank South, Inc. Thompson, GA Computers Apr-91 763,377 79,680 843,057
Dave Sanborn San Bernadino, CA Material Handling Jun-93 0 26,724 26,724
Decorel Mundelein, IL Retail Oct-91 0 30,855 30,855
Delmar's Body Shop, Inc. Staunton, VA Automotive Mar-91 0 39,741 39,741
Dennis Aagard, Inc. Sanford, FL Construction May-91 0 60,721 60,721
Detroit-Malcomb Hospital Corp. Detroit, MI Medical Jun-91 980,422 462,219 1,442,641
Diamond Head, Inc. Leesville, LA Sanitation May-91 0 43,396 43,396
Douglas Pelleymounter Rocklin, CA Manufacturing & Production Apr-91 0 33,612 33,612
Dr. Norman M. Kline, MD Coral Springs, FL Medical Jun-91 0 28,523 28,523
Dvonch Inc. Dba Signal Hill, CA Copiers Apr-95 0 32,912 32,912
EMJ/McFarland Binghamton, NY Computers Mar-91 268,119 34,957 303,076
Enkon Environmental Services Livonia, MI Environmental Sep-91 0 210,728 210,728
Enviroclean Systems, Inc. Vernon Parish, LA Front Load Containers May-91 0 43,396 43,396
Environmental Construction Co. North Scituate, RI Construction Jun-91 0 34,613 34,613
Episcopal Hospital Philadelphia, PA Medical Sep-91 224,403 112,369 336,773
Executone Information Darien, CT Construction May-91 0 85,692 85,692
Executone Information Darien, CT Office Equipment May-91 0 139,427 139,427
Exterior Home Designs Inc. Shawnee Mission, KS Telecommunications Feb-96 0 37,927 37,927
F. Scott Ulch, Individual Reno, NV Construction Jun-96 0 29,353 29,353
Forte Hotels International El Cajon, CA Computers Feb-91 1,184,673 110,605 1,295,278
Forte Hotels International El Cajon, CA Computers Feb-91 780,651 71,016 851,667
Fotoball Usa Inc. San Diego, CA Printing Dec-95 0 71,477 71,477
Fourth Shift Corp. Bloomington, MN Computers Aug-91 0 155,240 155,240
G.I. Apparel, Inc. Farmingdale, NJ Computers Apr-96 0 43,814 43,814
G.S. Tire Center, Inc. Grand Junction, CO Manufacturing & Production May-91 0 32,077 32,077
General Electric, CIT Bridgeport, CT Printing Mar-91 958,130 151,330 1,109,460
Getchell'S Distributing Co. Beaverton, OR Automotive Jun-96 0 28,051 28,051
Grant Dahlstrom, Inc. Passadena, CA Printing Jun-96 0 36,278 36,278
Guest Quarters Hotel Limited Boston, MA Furniture Jun-91 0 33,790 33,790
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 48,041 48,041
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 30,924 30,924
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 48,065 48,065
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 47,969 47,969
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 47,969 47,969
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 48,129 48,129
H & K Tires, Inc. Rancho Cucamong, CA Automotive Jan-92 0 97,543 97,543
H & O Technology, Inc. Ballston Spa, NY Computers May-91 0 29,048 29,048
Hardy Construction Co., Inc. Hillsboro, WI Construction May-96 0 28,878 28,878
Harte Toyota, Inc. Dartmouth, MA Manufacturing & Production Jun-91 0 51,331 51,331
Healthtrust, Inc. Nashville, TN Medical Sep-91 446,586 114,285 560,871
High Point Regional Hospital High Point, NC Medical Sep-91 657,013 471,709 1,128,722
Highlands Hospital Corp. Prestonburg, KY Medical Jun-91 341,892 200,517 542,409
Hometown Buffet, Inc. San Diego, CA Restaurant Equipment Jan-95 0 618,000 618,000
Honling Food, Inc. Brisbane, CA Manufacturing & Production Sep-91 0 99,407 99,407
Horizon Imaging & Therapy Columbus, OH Medical Sep-91 96,052 41,989 138,041
Horizon Imaging & Therapy Columbus, OH Medical Sep-91 327,493 150,741 478,234
I. Spence, N. Constantinople Washington, DC Medical Jun-91 0 90,150 90,150
Iberia General Hospital New Iberia, LA Medical Sep-91 259,382 77,855 337,237
Imperial Plastic Lakeville, MN Manufacturing & Production Jun-91 0 124,803 124,803
Imperial Plastic Lakeville, MN Manufacturing & Production Jan-92 0 122,247 122,247
In Time Entertainment Corp Warren, OH Computers Oct-95 0 38,443 38,443
Ingersall Rand Woodcliff Lake, NJ Computers May-91 0 26,610 26,610
Interactive Telecom Network Sherman Oaks, CA Computers Jun-96 0 27,235 27,235
James E. Connolly Manchester, NH Furniture Dec-93 0 54,942 54,942
James E. Houtz Midpines, CA Restaurant Equipment Aug-91 0 60,489 60,489
Jason Tynan & Company, Inc. New York, NY Telecommunications Sep-94 0 28,289 28,289
Johnson & Dugan Ins. Services Redwood City, CA Computers Mar-96 0 44,246 44,246
Kendall Diagnostic Center Ltd. Miami, FL Medical Jun-91 217,894 105,722 323,616
Kendall Diagnostic Center Ltd. Miami, FL Medical Sep-91 1,195,860 770,230 1,966,090
Kim Vanaman, Individual Hayward, CA Manufacturing & Production Jun-96 0 32,684 32,684
King Carpet Mart, Inc. King Of Prussia, PA Fixture Dec-94 0 29,856 29,856
Landtech Data Corporation West Palm Beach, FL Computers Jun-95 0 29,774 29,774
Local Favorite, Inc. Newport Beach, CA Restaurant Equipment Dec-94 0 525,049 525,049
Lone Star Disposal, Inc. Cedar Park, TX Sanitation Mar-91 0 29,366 29,366
Malone Display Inc. Decatur, GA Computers May-96 0 60,725 60,725
Marriott Corp. Washington, DC Transportation Aug-91 61,960 6,210 68,170
Marriott Corp. Scottsdale, AZ Transportation Aug-91 83,184 8,336 91,520
Marriott Corp. El Paso, TX Transportation Aug-91 25,189 2,524 27,713
Marriott Corp. Greensboro, NC Transportation Aug-91 24,004 2,406 26,410
Marriott Corp. Tampa, FL Computers Aug-91 65,637 6,578 72,215
Marriott Corp. Miami, FL Video Production Aug-91 29,941 3,001 32,942
Marriott Corp. Chicago, IL Computers Aug-91 140,201 14,051 154,251
Marriott Corp. Point Clear, AL Sanitation Aug-91 149,148 14,947 164,096
Marriott Corp. Scottsdale, AZ Transportation Aug-91 56,365 5,653 62,018
Marriott Corp. Miami, FL Transportation Aug-91 47,487 4,759 52,246
Marriott Corp. Albuquerque, NM Furniture Aug-91 58,628 5,876 64,503
Masterforce, Inc. Jordon, MN Manufacturing & Production Jul-91 0 48,422 48,422
MBS Business Products Inc. Whippany, NJ Computers Feb-96 0 34,492 34,492
Message X Communications, Inc. Hartford, CT Telecommunications May-91 0 25,594 25,594
Microwave Power Devices, Inc. Hauppauge, NY Computers Apr-96 0 65,797 65,797
Mitech, Inc. Rockville, MD Furniture Aug-91 0 547,330 547,330
Mitzel's American Kitchen Seattle, WA Fixture Mar-95 0 35,143 35,143
MPQ Business Suppliers, Inc. Upland, CA Office Equipment Sep-91 0 29,466 29,466
National Board for Prof. Teach Cortez, FL Furniture Mar-91 0 152,675 152,675
Navarra Insurance Associates Warrendale, PA Computers Feb-95 0 34,232 34,232
Network Telephone Services Woodland Hills, CA Telecommunications Aug-91 0 330,123 330,123
New England Marina Dorchester, MA Restaurant Equipment Jun-91 0 27,528 27,528
New Liberty Hospital District Liberty, MI Medical Dec-91 1,368,794 251,343 1,620,137
Newark Beth Israel Medical Ctr. Newark, NJ Computers May-91 0 38,181 38,181
Nissan Lift Trucks of Memphis Memphis, TN Forklifts Jun-91 0 231,239 231,239
North Star Foods, Inc. St Charles, MN Computers Mar-91 0 406,135 406,135
Paine's, Inc. Simsbury, CT Environmental Jan-92 0 157,907 157,907
Panoramic Press, Inc. Phoenix, AZ Printing May-96 0 51,086 51,086
Parctec, Inc. New York, NY Retail Nov-93 243,961 11,166 255,128
Parctec, Inc. New York, NY Retail Nov-93 91,777 4,110 95,887
Parctec, Inc. New York, NY Retail Dec-93 374,247 17,130 391,377
Parctec, Inc. New York, NY Retail Dec-93 51,592 2,361 53,954
Parctec, Inc. New York, NY Retail Dec-93 45,585 2,086 47,671
Parctec, Inc. New York, NY Retail Dec-93 40,779 1,867 42,645
Parctec, Inc. New York, NY Retail Dec-93 132,493 5,933 138,426
Parctec, Inc. New York, NY Retail Dec-93 220,006 9,851 229,857
Parctec, Inc. New York, NY Retail Dec-93 262,388 11,749 274,137
Parctec, Inc. New York, NY Retail Dec-93 45,369 2,031 47,400
Parctec, Inc. New York, NY Retail Dec-93 33,035 1,512 34,547
Parctec, Inc. New York, NY Retail Dec-93 76,610 3,559 80,169
Parctec, Inc. New York, NY Retail Dec-93 31,034 1,420 32,455
Parctec, Inc. New York, NY Retail Dec-93 121,275 5,550 126,825
Parctec, Inc. New York, NY Retail Dec-93 169,961 7,610 177,571
Parctec, Inc. New York, NY Retail Dec-93 206,603 9,251 215,854
Parctec, Inc. New York, NY Retail Dec-93 47,944 2,147 50,091
Parctec, Inc. New York, NY Retail Dec-93 38,352 1,755 40,108
Parctec, Inc. New York, NY Retail Dec-93 39,391 1,803 41,194
Parctec, Inc. New York, NY Retail Dec-93 204,537 9,159 213,696
Parctec, Inc. New York, NY Retail Dec-93 78,596 3,597 82,193
Pepperidge Farm Newark, NJ Telecommunications May-91 0 50,938 50,938
Perry Morris Irvine, CA Manufacturing & Production Mar-92 0 1,000,000 1,000,000
Peter Kim Santa Monica, CA Fixture Mar-95 0 25,958 25,958
Phar-Mor, Inc. Youngstown, OH Fixture Feb-91 4,402,289 590,339 4,992,627
Phar-Mor, Inc. Youngstown, OH Fixture Feb-91 5,060,835 672,186 5,733,022
Philadelphia HSR Ltd. Partners Sharon Hills, PA Manufacturing & Production Jun-91 0 31,733 31,733
Phillips Productions, Inc. Dallas, TX Video Production May-91 0 71,636 71,636
Pizza Factory Susanville, CA Restaurant Equipment Aug-91 0 25,003 25,003
Planned Parenthood of NYC New York, NY Computers Jun-91 0 26,637 26,637
Planning Sciences, Inc. Littleton, CO Furniture Mar-96 0 51,853 51,853
Postal Systems, Inc. San Mateo, CA Printing Jun-96 0 50,702 50,702
Progress Realty, Inc. Plympton, MA Construction Jun-91 0 43,260 43,260
Pullano'S Pizza, Inc. Glendale, AZ Restaurant Apr-96 0 39,423 39,423
R & H Group, Inc. Oviedo, FL Retail Feb-94 0 35,025 35,025
Read-Rite Corp. Milpitas, CA Manufacturing & Production Sep-91 867,854 250,377 1,118,231
Read-Rite Corp. Milpitas, CA Manufacturing & Production Sep-91 269,574 78,071 347,645
Read-Rite Corp. Milpitas, CA Manufacturing & Production Sep-91 447,292 120,375 567,667
Read-Rite Corp. Milpitas, CA Computers Sep-91 456,308 119,765 576,073
Read-Rite Corp. Milpitas, CA Manufacturing & Production Sep-91 655,369 191,571 846,940
Redman Movies And Stories Salt Lake City, UT Video Production Jun-96 0 44,885 44,885
Rez-N-8 Productions, Inc. Hollywood, CA Video Production Jun-96 0 65,815 65,815
Richard A. Rennolds Dba Santa Clara, CA Manufacturing & Production Jun-95 0 30,477 30,477
Rico's Place, Inc. San Carlos, CA Restaurant Equipment Jun-93 0 25,794 25,794
RJM Equipment Corp. Boston, MA Construction Jun-91 0 41,194 41,194
Robert Dayan Los Angeles, CA Computers Jul-95 0 29,594 29,594
Robert Jones Mission Viejo, CA Video Production Sep-91 0 28,684 28,684
Robinson, Brebner & Moga Lake Bluff, IL Computers Jun-91 0 36,530 36,530
Samuel & Sandy Stephens Midland, VA Construction May-91 0 45,158 45,158
Sep Tech, Inc. South Chatham, MA Material Handling Jun-91 0 32,946 32,946
Separation Technology Inc. St. Paul, MN Computers Aug-95 0 36,013 36,013
Sessions Lafayette, CO Embroidery Equipment Sep-91 0 25,529 25,529
Sfuzzi, Inc. New York, NY Office Equipment Aug-91 0 180,084 180,084
Sheraton Portland Airport Hotel Portland, OR Computers Mar-96 0 31,193 31,193
Sliphod Graphics, Inc. San Diego, CA Video Production May-94 0 29,696 29,696
South Shore Rehabilitation Rockland, MA Medical Jun-91 0 25,793 25,793
Southern Refrigerated Ashdown, AR Telecommunications Nov-92 0 362,250 362,250
Southern Refrigerated Transprt Ashdown, AR Telecommunications Dec-96 0 50,797 50,797
Specialty Metals, Inc. Stamford, CT Furniture Jun-91 0 92,560 92,560
Spitz Clinic, PC Morton, PA Medical Mar-91 0 30,956 30,956
St. Louis University St. Louis, MO Medical Sep-91 295,414 202,779 498,193
Star Tire And Service, Inc. Columbus, IN Fixture Oct-91 0 45,775 45,775
Stop & Shop Braintree, MA Computers Feb-91 116,332 14,454 130,786
Stop & Shop Braintree, MA Computers Feb-91 569,145 68,131 637,276
Stop & Shop Braintree, MA Retail Feb-91 387,311 50,308 437,619
Stop & Shop Braintree, MA Computers Feb-91 114,090 14,773 128,863
Stop & Shop Braintree, MA Retail Feb-91 175,093 21,822 196,915
Stop & Shop Braintree, MA Computers Feb-91 35,126 4,205 39,331
Stop & Shop Braintree, MA Retail Feb-91 169,376 20,337 189,713
Stop & Shop Braintree, MA Computers Feb-91 141,920 17,634 159,554
Stop & Shop Braintree, MA Retail Feb-91 118,084 13,053 131,136
Stop & Shop Braintree, MA Retail Feb-91 367,507 40,617 408,124
Stop & Shop Braintree, MA Retail Feb-91 99,072 11,896 110,968
Stop & Shop Braintree, MA Computers Feb-91 30,019 3,594 33,613
Stop & Shop Braintree, MA Retail Feb-91 64,032 7,187 71,219
Stop & Shop Braintree, MA Retail Feb-91 284,138 33,367 317,506
Stop & Shop Braintree, MA Retail Feb-91 50,920 5,727 56,647
Stop & Shop Braintree, MA Retail Feb-91 209,029 27,151 236,179
Stop & Shop Braintree, MA Retail Feb-91 169,841 20,393 190,234
Stop & Shop Braintree, MA Retail Feb-91 121,255 13,982 135,237
Stop & Shop Braintree, MA Retail Feb-91 103,621 12,442 116,062
Stop & Shop Braintree, MA Retail Feb-91 82,969 9,456 92,425
Stop & Shop Braintree, MA Computers Feb-91 26,428 2,946 29,374
Stop & Shop Braintree, MA Retail Feb-91 184,177 22,114 206,291
Stop & Shop Braintree, MA Retail Feb-91 62,067 7,736 69,803
Stop & Shop Braintree, MA Computers Feb-91 726,459 84,499 810,958
Stop & Shop Braintree, MA Retail Feb-91 198,850 23,876 222,725
Sun Presentations, Inc. Palm Springs, CA Video Production Nov-92 0 66,253 66,253
Super-Miami Ltd Concord, CA Fixture Nov-91 0 96,968 96,968
Superior Disposal Service, Inc. Newfield, NY Sanitation May-91 0 35,048 35,048
Superior Tire, Inc. Canoga Park, CA Transportation Dec-91 0 92,236 92,236
Surface Specialists Inc. Harvey, LA Manufacturing & Production Feb-96 0 59,358 59,358
Synoptic Systems Corp. Springfield, VA Computers May-91 0 164,520 164,520
T.B.G. of Fresh Meadows, Inc. Whitestone, NY Restaurant Equipment Dec-94 0 395,221 395,221
T.W. Productivity Centers San Francisco, CA Computers Feb-96 0 46,549 46,549
Transportation Corp. of America Minneapolis, MN Telecommunications Sep-91 0 38,224 38,224
Transportation Corp. of America Minneapolis, MN Telecommunications Oct-91 0 51,588 51,588
U.S. Public Technologies Inc. San Diego, CA Computers Jun-95 0 37,362 37,362
United Diagnostics, Inc. Miami, FL Medical Jun-91 0 27,181 27,181
USA Waste Services, Inc. Dallas, TX Material Handling Mar-91 0 30,352 30,352
USA Waste Services, Inc. Dallas, TX Material Handling Mar-91 0 32,422 32,422
USA Waste Services, Inc. Dallas, TX Telecommunications Mar-91 0 45,637 45,637
Vacation Escape Inc. Boca Raton, FL Telecommunications Apr-95 0 34,104 34,104
Valley Porge HSR Ltd Wayne, PA Manufacturing & Production Jun-91 0 31,733 31,733
Vermont Sand & Stone, Inc. Waterbury, VT Construction Jun-91 0 45,396 45,396
Walid J. Talia San Diego, CA Fixture Dec-94 0 27,381 27,381
William N. Cann Inc. Willington, DE Computers Dec-95 0 47,838 47,838
Wrap Up Productions Castro Valley, CA Video Production Oct-91 0 47,315 47,315
Total Equipment transactions less than $25,000 55,673 4,247,670 4,303,343
----------- ----------- -----------
$45,800,967 $26,853,123 $72,654,090
=========== =========== ===========
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing Expended Cost
(1) (2) (3)
- ---------------------------- ------------------ -------------------------- --------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
1st Choice Physicians Rockville, MD Medical Feb-97 $0 $33,992 $33,992
4Th Street Cleaners St. Petersburg, FL Manufacturing & Production Mar-92 0 49,130 49,130
5Th Street Pharmacy, Inc. Philadelphia, PA Medical Mar-92 0 25,694 25,694
Aacro Precision Griding Sparks, NV Manufacturing & Production Sep-92 24,200 3,047 27,247
ABC Cleaners Pasadena, CA Manufacturing & Production Mar-92 0 93,410 93,410
Abracadabra Presentation Santa Ana, CA Video Production Sep-96 0 31,580 31,580
Absolute Maintenance, Inc. Tampa, FL Material Handling Oct-93 0 26,836 26,836
Accrurate Color & Compound Aurora, IL Manufacturing & Production Feb-97 0 25,719 25,719
Active Periodicals Deerfield Beach, FL Computers Feb-97 0 52,398 52,398
Adult Career Training Corp. Farmington Hill, MI Medical Mar-92 0 32,035 32,035
Advanced Communication Minneapolis, MN Computers Feb-95 0 33,517 33,517
Advantage Metal Products Tracy, CA Manufacturing & Production Mar-97 0 51,296 51,296
Adventure Components Inc. Westlake Villge, CA Manufacturing & Production Apr-95 0 25,719 25,719
Aero Bookbinding Sterling, VA Manufacturing & Production Mar-96 0 30,440 30,440
AHF Marketing Research, Inc. New York, NY Computers Dec-92 0 105,114 105,114
AHS/USC Imaging Equipment Newport Beach, CA Medical Dec-91 0 1,546,288 1,546,288
AHS/USC Imaging Equipment Newport Beach, CA Medical Dec-91 0 1,178,775 1,178,775
AHS/USC Imaging Equipment Newport Beach, CA Medical Dec-91 0 114,911 114,911
AHS-Kosciusko Comm. Hosp. Warsaw, IN Medical Dec-91 0 773,178 773,178
Ajc Associates Inc. Fort Lauderdale, FL Manufacturing & Production Apr-95 0 26,538 26,538
Alamance Knit Fabrics Inc. Burlington, NC Manufacturing & Production Aug-92 0 46,776 46,776
Alexander & Alexander Srvs Owings Mill, MD Computers Jan-96 3,263,945 548,331 3,812,276
Alpharetta-Woodstock Ob/Gyn Canton, GA Medical Mar-92 0 40,974 40,974
Ambe, Kishore S., Ph.D., MD Anaheim, CA Medical Mar-92 25,597 9,937 35,534
Ambel Precision Manuf. Corp. Bethel, CT Manufacturing & Production Mar-95 0 39,487 39,487
Ambrose Dry Cleaners South Yarmouth, MA Manufacturing & Production Mar-92 0 91,239 91,239
American Garment Care Co. Huntington Park, CA Sanitation Oct-92 29,030 3,283 32,313
Antelope Valley MRI Lancaster, CA Medical Dec-91 806,855 863,495 1,670,350
Ap Propane, Inc. King Of Prussia, PA Computers Dec-92 359,756 152,563 512,319
Apollo Group, Inc. Phoenix, AZ Furniture Dec-91 0 120,110 120,110
Arter & Hadden Cleveland, OH Telecommunications Mar-92 0 62,795 62,795
Aspen Cleaners Cincinnati, OH Manufacturing & Production Mar-92 0 97,627 97,627
Associates In Family Care Olathe, KS Medical Mar-92 0 56,126 56,126
Associates In Family Care Olathe, KS Medical Mar-92 0 31,693 31,693
Atlantic Care Medical Center Lynn, MA Medical Dec-91 5,235 46,420 51,655
Atlas Stamp & Marking Supp. Portland, OR Manufacturing & Production Feb-97 0 40,211 40,211
Audio Mixers, Inc. New York, NY Manufacturing & Production May-92 0 29,777 29,777
Bakery Concepts Medfield, MA Restaurant Jun-96 0 45,531 45,531
Bakowski, George M., O.D. Shreveport, LA Medical Mar-92 0 36,211 36,211
Ball-Incon Glass Pckg Corp. Muncie, IN Manufacturing & Production Dec-92 795,970 297,574 1,093,544
Ball-Incon Glass Pckg Corp. Muncie, IN Manufacturing & Production Dec-92 515,021 162,816 677,836
Barber Coleman, Co. Loves Park, IL Computers Jun-95 1,216,864 63,692 1,280,556
Barrios, Jose A., MD Boynton Beach, FL Medical Mar-92 0 44,322 44,322
Batniji, Sobhi A., D.D.S. Laguna Niguel, CA Medical Mar-92 0 39,802 39,802
Bay Center Corporation Tampa, FL Manufacturing & Production Jul-92 0 108,814 108,814
Bayou Cleaners Tarpon Springs, FL Manufacturing & Production Mar-92 0 90,557 90,557
Beck-Ola Productions, Inc. Santa Monica, CA Computers Mar-96 0 53,292 53,292
Bell Family Health Center Bell, CA Medical Mar-92 0 35,146 35,146
Bell'S Answering Service Inc. Greenwich, CT Telecommunications Jul-95 0 33,747 33,747
Blount, Inc. Portland, OR Manufacturing & Production Jun-95 720,176 43,877 764,053
Bob's Cylinder Head Service Fresno, CA Manufacturing & Production Sep-92 23,958 3,360 27,318
Boca Raton Outpatient Surgery Boca Raton, FL Medical Mar-92 0 47,202 47,202
Bombay Duck Company Ltd. Concord, MA Fixture Feb-96 0 57,507 57,507
Bordwell And Bratton, D.D.S. Memphis, TN Medical Mar-92 0 43,328 43,328
Boulgourjian Brothers Corp. West Hills, CA Furniture Feb-96 0 46,132 46,132
Bourns, Inc. Riverside, CA Telecommunications Mar-92 0 129,155 129,155
Brenlar Investments, Inc. Novaro, CA Furniture Oct-94 0 315,120 315,120
Brookside Northbrook, IL Manufacturing & Production Mar-92 0 59,494 59,494
C.D. Grahn Auto Repair Rockville, MD Automotive Aug-96 0 28,695 28,695
Caio Bella Gelato Co., Inc. New York, NY Fixture Feb-97 0 46,790 46,790
Campo, Alphonse, MD Stamford, CT Medical Mar-92 0 38,489 38,489
Cardiff Beach House Laguna Beach, CA Retail Jul-96 0 50,470 50,470
Cardinale Bread & Baking Pittsburg, CA Restaurant Jul-96 0 26,384 26,384
Cardiovascular Consultants Louisville, KY Medical Mar-92 0 108,549 108,549
Carullo, Emilio J., MD Coral Gables, FL Medical Mar-92 0 25,389 25,389
Centennial Technologies Inc. Billerica, MA Computers Jan-96 29,261 2,606 31,867
Centennial Technologies Inc. Billerica, MA Office Equipment Jan-96 29,691 2,659 32,350
Centennial Technologies Inc. Billerica, MA Manufacturing & Production Jan-96 174,139 15,592 189,732
Centennial Technologies Inc. Billerica, MA Manufacturing & Production Jan-96 248,039 22,215 270,254
Centennial Technologies Inc. Billerica, MA Manufacturing & Production Jan-96 349,484 31,125 380,608
Center For Special Immunology Ft. Lauderdale, FL Medical Mar-92 0 65,945 65,945
Center For Special Immunology Ft. Lauderdale, FL Medical Mar-92 0 27,292 27,292
Central Bakery, Inc. Albany, NY Restaurant Feb-97 0 26,226 26,226
Century Hosiery Denton, NC Manufacturing & Production Aug-96 0 42,535 42,535
Chacko Dry Cleaner Winchester, MA Manufacturing & Production Mar-92 0 80,875 80,875
Champlain Cable Corp. Colchester, VT Manufacturing & Production Jan-96 24,790 2,041 26,831
Champlain Cable Corp. Colchester, VT Manufacturing & Production Jan-96 827,839 123,382 951,220
Charcon Enterprises Charlotte, NC Manufacturing & Production Mar-92 0 79,086 79,086
Charlie & Jakes Bar-B-Q Inc. Melbourne, FL Manufacturing & Production Dec-95 0 285,762 285,762
Chef's Pride, Inc. Seaside, CA Restaurant Oct-92 28,370 3,061 31,431
Childrens & Presbyterian Plano, TX Medical Mar-92 0 31,037 31,037
Chrysler Capital Highland Park, MI Computers Apr-92 390,050 249,974 640,025
Chrysler Corp. Highland Park, MI Computers Sep-91 231,979 117,821 349,800
Chrysler Corp. Highland Park, MI Computers Apr-92 128,043 58,753 186,797
Chrysler Corp. Highland Park, MI Computers Sep-91 131,105 125,194 256,299
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 109,254 117,190 226,444
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 110,329 86,469 196,798
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 123,405 117,839 241,244
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 394,760 191,056 585,817
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 588,742 257,475 846,217
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 33,771 16,346 50,116
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 122,627 51,378 174,004
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 435,087 173,683 608,770
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 567,404 217,122 784,526
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 640,401 245,050 885,450
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 643,095 239,344 882,439
Chung King Studios Dba New York, NY Audio Feb-97 0 47,933 47,933
Clancy's, Inc. Noblesville, IN Restaurant Equipment Dec-95 0 624,000 624,000
Cobe Laboratories Pico Rivera, CA Manufacturing & Production Feb-97 0 32,473 32,473
Co-Care Eye Centers, Inc. Germantown, TN Medical Mar-92 26,940 10,458 37,398
Colby, Harker Desoto Bradenton, FL Dry Cleaning Equipment May-92 0 119,600 119,600
Commercial Printing Virginia Beach, VA Manufacturing & Production Mar-96 0 29,218 29,218
Conceptions, Reproductive Denver, CO Medical Jun-92 0 27,338 27,338
Concepts Marketing Aloha, OR Telecommunications Sep-96 0 52,264 52,264
Coopwestein Dry Cleaner Brooklyn, NY Manufacturing & Production Jul-92 0 89,776 89,776
Copyman Copy & Printing San Mateo, CA Repographics Sep-96 0 47,115 47,115
Corpus Christi Diagnostic Corpus Christi, TX Medical Aug-92 21,757 8,446 30,203
Costa, Giovanni, MD Orchard Park, NY Medical Mar-92 0 35,304 35,304
Coventry Cleveland Hghts, OH Restaurant Sep-93 0 350,000 350,000
Cox Brothers Dairy Elkhorn, KY Manufacturing & Production Feb-97 0 31,285 31,285
Cruttenden & Company Irvine, CA Telecommunications Mar-92 0 33,494 33,494
D. Maddox, MD. Bakersfield, CA Medical Feb-97 0 91,710 91,710
Daga, Inc. Hilton Head, SC Fixture Nov-92 0 99,216 99,216
Danbury Ob/Gyn Danbury, CT Medical Mar-92 0 25,921 25,921
David Klee Poway, CA Manufacturing & Production Mar-96 0 26,918 26,918
Defcon Carisbed, CA Computers Jul-95 0 40,744 40,744
Delong Sportswear, Inc. Grinnell, IA Manufacturing & Production Jun-95 479,073 12,042 491,115
Delta Point, Inc. Monterey, CA Computers Dec-91 0 67,293 67,293
Delta Point, Inc. Monterey, CA Computers Feb-92 0 78,920 78,920
Delta Point, Inc. Monterey, CA Computers Mar-92 0 91,459 91,459
Delta Point, Inc. Monterey, CA Computers Apr-92 0 32,190 32,190
Deltapoint, Inc. Monterey, CA Computers Sep-94 0 31,309 31,309
Deltapoint, Inc. Monterey, CA Computers Sep-94 0 36,743 36,743
Deltapoint, Inc. Monterey, CA Computers Sep-94 0 51,415 51,415
Denton Hall Burgin & Warrens Los Angeles, CA Telecommunications Mar-92 0 30,906 30,906
Desert Diecutting, Inc. Las Vegas, NV Manufacturing & Production Feb-97 0 43,934 43,934
Design Design, Inc. Rutland, VT Manufacturing & Production May-92 0 28,109 28,109
Dettmer Hospital Troy, OH Medical Mar-92 0 53,209 53,209
Dimaano, Cecilia D., MD, PC Mesa, AZ Medical Mar-92 0 28,431 28,431
Doctors Hospital Houston, TX Medical Mar-92 0 34,772 34,772
Dominion Medical Associates Richmond, VA Medical Mar-92 0 25,231 25,231
Doria Enterprises, Inc. New York, NY Retail Jul-96 0 27,135 27,135
Douglas General Hospital Douglasville, GA Medical Dec-91 0 45,129 45,129
Downtown Press Inc. Baltimore, MD Manufacturing & Production Mar-96 0 134,240 134,240
Dr. Robert S. Guminey DDS Tomball, TX Medical Oct-91 0 162,864 162,864
Draffin, David S., MD, PA Summerville, SC Medical Mar-92 0 26,385 26,385
Drs. Eade, J.D. & Brooks, B.J. Campbellsville, KY Medical Mar-92 0 69,800 69,800
Dumfries Pharmacy, Inc. Dumfries, VA Medical Mar-92 0 68,276 68,276
Duracell, Inc. Bethel, CT Computers Jun-95 2,152,323 101,227 2,253,550
Duracell, Inc. Bethel, CT Computers Jun-95 1,078,280 28,573 1,106,853
East Mission Valley Copy San Diego, CA Printing Sep-96 0 58,216 58,216
East Point Hospital Lehigh Acres, FL Medical Dec-91 0 175,044 175,044
Eaton Coin Laundry Dunwoody, GA Manufacturing & Production Mar-92 0 94,704 94,704
Emanuel Hospital & Health Ctr. Portland, OR Medical Dec-91 0 438,498 438,498
Eskaton Carmichael, CA Telecommunications Mar-92 0 143,943 143,943
Ettrick Medical Center Ettrick, VA Medical Mar-92 0 40,539 40,539
Executive Dry Cleaners Cranston, RI Manufacturing & Production Mar-92 0 70,054 70,054
Fawcett Memorial Hospital Port Charlotte, IL Medical Dec-91 77,159 190,178 267,337
FCR, Inc. Weymouth, MA Manufacturing & Production Dec-94 0 27,805 27,805
Federal Express Memphis, TN Aircraft Sep-96 0 8,756,291 8,756,291
Ferson Dry Cleaner Miami, FL Manufacturing & Production Mar-92 0 77,400 77,400
Festival Cleaners Chantilly, VA Manufacturing & Production Mar-92 0 133,664 133,664
Fiesta Lilburn, GA Manufacturing & Production Mar-92 0 191,108 191,108
First Security Atlanta, GA Manufacturing & Production Mar-92 0 454,480 454,480
First Universal Trading, Inc Long Beach, CA Computers Mar-97 0 34,562 34,562
Florida Hospitality Resorts Pompano Beach, FL Furniture Jun-94 0 200,251 200,251
Florida Hospitality Resorts Pompano Beach, FL Furniture Jun-94 0 296,849 296,849
Foggy Bottom Washington, DC Medical Mar-92 0 68,280 68,280
Fountain Valley Regional Fountain Valley, CA Medical Dec-91 0 897,554 897,554
Fountain Valley Regional Fountain Valley, CA Medical Oct-93 0 409,914 409,914
Frone'S Brokerage Inc. Central Point, OR Fixture Jan-96 0 80,468 80,468
G&S Foundry & Manufacturing Red Bud, IL Manufacturing & Production Jan-95 0 36,288 36,288
G.T.R. Inc. Dba Atlanta, GA Restaurant Apr-95 0 55,991 55,991
Garmar Medical Group Montebello, CA Medical Mar-92 0 25,085 25,085
Gary J. Elmer Huntington Bch, CA Manufacturing & Production Nov-95 0 27,441 27,441
Gary'S Pub & Billiards Marathon, FL Retail Oct-96 0 31,248 31,248
General Electric Co. Hartford, CT Computers Dec-95 575,464 102,647 678,111
Geotek Communications Inc. Montvale, NJ Telecommunications Mar-97 0 263,816 263,816
Gerlay Gary S., MD Deming, NM Medical Mar-92 0 51,551 51,551
Gilroy Printers & Office Supp. Gilroy, CA Computers Sep-95 0 44,482 44,482
Goldstar Cabinets, Inc. Phoenix, AZ Computers Jun-96 0 36,872 36,872
Graphic Consultants Inc Paul Ramsey, MN Manufacturing & Production Mar-96 0 25,030 25,030
Graphix, Inc. Savage, MD Printing Feb-97 0 29,020 29,020
Gray Television, Inc. Greensboro, NC Computers Mar-95 0 39,376 39,376
Great American Cleaners Friendswood, TX Manufacturing & Production Mar-92 0 93,880 93,880
Greenbrier Family Medical Ctr. Chesapeake, VA Medical Mar-92 0 28,178 28,178
Greene Dot Inc. San Diego, CA Video Production Jul-92 0 25,273 25,273
Gustafson Master Cleaners N. Providence, RI Manufacturing & Production Mar-92 0 94,241 94,241
Half Inch Video Dba, Scott, San Francisco, CA Video Production Feb-97 0 25,598 25,598
Hamilton Communications Wauwatosa, WI Computers Jul-96 0 60,262 60,262
Hanley, III, James R., MD Macclenny, FL Medical Mar-92 0 28,330 28,330
Harbor Truck Bodies, Inc. Brea, CA Automotive Feb-97 0 49,711 49,711
Hasley Dry Cleaner Ft. Smith, AR Manufacturing & Production Mar-92 0 76,356 76,356
Hatfield, Bonnie Louisville, KY Medical Mar-92 0 52,195 52,195
Healthtrust, Inc. Sun City, FL Medical Dec-91 0 257,223 257,223
Hempstead Park Nursing Home Hempstead, NY Medical Mar-92 0 25,947 25,947
Hendrixson & Sons Install. Round Lake, IL Computers Feb-97 0 29,732 29,732
Highland Tap Atlanta, GA Furniture Mar-92 0 39,866 39,866
Hometown Buffet, Inc. San Diego, CA Restaurant Feb-95 0 642,720 642,720
Hookset Bagel & Deli Hooksett, NH Restaurant Jul-96 0 60,852 60,852
Hope-Gill, Herbert F., MD Sarasota, FL Medical Mar-92 0 34,917 34,917
Horrigan Enterprises Colton, CA Computers Apr-96 0 32,587 32,587
Howard, Donald C., D.O. Hallandale, FL Medical Mar-92 0 33,618 33,618
Howard's Tavern Snacks, Inc. Portland, OR Fixture Mar-95 0 30,445 30,445
Hrangl Medical Development Estherville, IA Medical Mar-92 0 31,521 31,521
Human Resources Contract Los Angeles, CA Furniture Mar-97 0 58,248 58,248
Humana Inc. Louisville, KY Medical Dec-92 0 37,181 37,181
Hurricane Graphics Miami Lakes, FL Manufacturing & Production Mar-96 0 32,734 32,734
Hydratec, Inc. Baltimore, MD Manufacturing & Production Feb-97 0 25,374 25,374
I.V.L. Inc. Ft. Lauderdale, FL Computers Jan-96 0 55,589 55,589
IMP, Inc. San Jose, CA Manufacturing & Production Mar-95 1,376,519 315,061 1,691,580
IMP, Inc. San Jose, CA Manufacturing & Production Mar-97 0 1,074,631 1,074,631
In The Mix Inc. New York, NY Computers Feb-97 0 33,389 33,389
Information Storage Devices San Jose, CA Computers Jun-94 0 126,414 126,414
Information Storage Devices San Jose, CA Computers Jun-94 0 358,927 358,927
Information Storage Devices San Jose, CA Computers Aug-94 0 67,381 67,381
Inliner Americas, Inc. Houston, TX Manufacturing & Production Feb-97 0 58,243 58,243
Innovo, Inc. Springfield, TN Fixture Jun-94 0 90,785 90,785
Intermark Components, Inc. Huntington Bch, CA Manufacturing & Production Feb-95 0 32,242 32,242
Internal Medicine Group Little Rock, AR Medical Mar-92 0 34,769 34,769
Internal Medicine Specialists Las Vegas, NV Medical Mar-92 0 34,803 34,803
International Communications Elizabeth, NJ Computers Jun-95 0 42,344 42,344
International Power Devices Boston, MA Telecommunications Jan-96 30,916 2,381 33,297
International Power Devices Boston, MA Computers Jan-96 35,567 2,782 38,349
International Power Devices Boston, MA Manufacturing & Production Jan-96 35,567 782,577 818,144
International Rectifier Corp. Temecula, CA Telecommunications Mar-92 0 118,882 118,882
International Rectifier Corp. El Segundo, CA Telecommunications Jul-93 0 175,626 175,626
J & B Finishers Tucker, GA Manufacturing & Production Mar-96 0 31,949 31,949
Jack Vanden Brulle Berkeley, CA Printing Jun-96 0 45,929 45,929
Jimenez Soft Touch Tampa, FL Manufacturing & Production Mar-92 0 85,349 85,349
John Corkery Jr. Canton, MA Printing Jun-95 0 38,679 38,679
John J. Prescott Washington, DC Video Production Jun-96 0 57,930 57,930
Johnny P. Singh Brawley, CA Material Handling Sep-92 41,049 8,068 49,117
K & I Plastics, Inc. Jacksonville, FL Manufacturing & Production Oct-91 0 25,720 25,720
Katz & Klein Sacramento, CA Manufacturing & Production Mar-97 0 27,684 27,684
Ka-Va Inc Dba Clothes Clinic Watertown, MA Manufacturing & Production Jun-95 0 39,148 39,148
Kehne, Susan M & Diaz, Luis Las Vegas, NV Medical Mar-92 0 34,859 34,859
Kerr Glass Manufacturing Corp. Los Angeles, CA Manufacturing & Production Dec-92 239,822 103,386 343,208
Kerr Glass Manufacturing Corp. Los Angeles, CA Manufacturing & Production Dec-92 1,046,565 348,824 1,395,388
King, Purtich & Morrice Los Angeles, CA Telecommunications Apr-93 0 53,799 53,799
Kingman Hospital, Inc. Kingman, AZ Medical Dec-91 0 256,524 256,524
Kings Meat & Seafood Corp. Houston, TX Restaurant Aug-96 0 32,701 32,701
Kissimee Memorial Hospital Kissimee, FL Medical Dec-91 0 487,203 487,203
Klasky & Csupo, Inc. Hollywood, CA Office Equipment Sep-92 28,448 4,759 33,207
Klein, Roger MD Ashland, KY Medical Mar-92 0 45,195 45,195
Knox Insurance Agency Inc. Albany, NY Computers Jun-95 0 28,558 28,558
Kopy King Inc. Chattanooga, TN Manufacturing & Production Mar-96 0 30,284 30,284
Kreegr Dry Cleaner Arvada, CO Manufacturing & Production Mar-92 0 80,343 80,343
Kurusu, Shozo, MD Charleston, WV Medical Mar-92 0 50,433 50,433
L & S Enterprises Dayton, OH Office Equipment Jul-96 0 54,021 54,021
L.W. Blake Hospital Bradenton, FL Medical Dec-91 0 319,245 319,245
Laclede Steel, Inc. St. Louis, MO Fixture Sep-93 0 79,718 79,718
Laguna Graphic Arts Inc Irvine, CA Manufacturing & Production Mar-96 0 72,146 72,146
Lawrence Medical Laboratory Monrovia, CA Medical Mar-92 0 51,876 51,876
Lee Family Clinic Durant, OK Computers Aug-96 0 66,646 66,646
Lee-Koh Medical Corporation Reseda, CA Medical Mar-92 0 44,052 44,052
Leroy Gorzell Falls City, TX Manufacturing & Production Mar-95 0 34,762 34,762
Little Rock Internal Medicine Little Rock, AR Medical Mar-92 0 53,858 53,858
Littletown Pattern Works Littlestown, PA Manufacturing & Production Mar-97 0 26,426 26,426
Long Beach Acceptance Corp. Oradell, NJ Computers Jul-96 0 56,574 56,574
Long Beach Acceptance Corp. Oradell, NJ Computers Aug-96 0 146,238 146,238
Long Beach Acceptance Corp. Oradell, NJ Computers Sep-95 0 569,155 569,155
Long Beach Acceptance Corp. Oradell, NJ Computers Nov-95 0 110,452 110,452
Long, Nancy L., MD Henderson, NV Medical Mar-92 0 25,072 25,072
Loy Loy Restaurant Clovis, CA Restaurant Sep-92 36,956 4,907 41,863
LTK Litho, Inc. Deer Park, NY Manufacturing & Production Mar-97 0 39,504 39,504
Mallory Smith Management Srvc. Santa Barbara, CA Computers Apr-94 0 32,683 32,683
Marble & Granite Fabricators Warren, MI Manufacturing & Production Feb-97 0 49,386 49,386
Martin Paul, Ltd. Boston, MA Photography Sep-96 0 50,672 50,672
Marvista Pub, Inc. Longboat Key, FL Retail Feb-97 0 31,122 31,122
Matassa'S Market - Dauphine New Orleans, LA Fixture Jan-96 0 51,207 51,207
Matsco Financial Corp. Emeryville, CA Manufacturing & Production Dec-91 0 151,308 151,308
Matsco Financial Corp. Emeryville, CA Manufacturing & Production Dec-91 0 81,041 81,041
Matsco Financial Corp. Emeryville, CA Manufacturing & Production Dec-91 0 36,106 36,106
Matsco Financial Corp. Emeryville, CA Manufacturing & Production Dec-91 0 33,980 33,980
Matsco Financial Corp. Emeryville, CA Manufacturing & Production Dec-91 0 29,862 29,862
Matsco Financial Corp. Emeryville, CA Manufacturing & Production Dec-91 0 29,549 29,549
Matsco Financial Corp. Emeryville, CA Manufacturing & Production Dec-91 0 28,390 28,390
Mc Hargue, Chauncey A., MD Culpeper, VA Medical Mar-92 0 25,400 25,400
Med Access Stafford, TX Medical Mar-92 0 26,344 26,344
Merle West Medical Center Klamath Falls, OR Medical Mar-92 0 108,517 108,517
Merritt, Melvin D., MD Aurora, CO Medical Mar-92 0 50,555 50,555
Metro Design Center Saratoga, CA Telecommunications Sep-96 0 26,014 26,014
Metro-Continental, Inc. Dayton, TX Manufacturing & Production Mar-92 0 78,792 78,792
MGM Enterprises, Inc. Amarillo, TX Fixture Jun-94 0 28,291 28,291
Micro Strategies, Inc. Denville, NJ Telecommunications Jul-96 0 53,851 53,851
Milpitas Cleaners Milpitas, CA Sanitation Sep-92 29,977 3,019 32,997
Mind's Eye Graphics, Inc. Richmond, VA Computers Mar-95 0 26,972 26,972
Missouri Eye Institute Springfield, MO Medical Mar-92 0 37,398 37,398
Mojabe Chiropractic Rncho Cucamong,CA Medical Mar-92 0 30,595 30,595
Mondo Media San Francisco, CA Computers May-96 0 49,405 49,405
Montgomery City Hospital Rockville, MD Medical Dec-91 0 1,148,225 1,148,225
Montgomery City Hospital Rockville, MD Medical Dec-91 0 296,171 296,171
Montgomery City Hospital Rockville, MD Medical Dec-91 0 171,735 171,735
Morgan's Creative Restaurant Beachwood, OH Restaurant Mar-95 0 234,091 234,091
Morgan's Foods Saratoga, CA Restaurant Mar-95 0 189,746 189,746
Morgan's Foods Beachwood, OH Computers Sep-94 0 102,805 102,805
Mount Pleasant Spinal Health Mount Pleasant, SC Medical Mar-92 0 26,797 26,797
Mount Sinai Medical Center Miami Beach, FL Medical Dec-91 954,276 195,228 1,149,504
Mount Sinai Medical Center Miami Beach, FL Medical Dec-91 1,138,257 356,746 1,495,003
Nadler'S Bakery & Deli San Antonio, TX Restaurant Oct-96 0 32,362 32,362
Nair Dry Cleaner Oak Lawn, IL Manufacturing & Production Mar-92 0 98,653 98,653
Nasco Sportswear, Inc. Springfield, TN Manufacturing & Production Jun-92 0 87,360 87,360
Nasco Sportswear, Inc. Springfield, TN Manufacturing & Production Jun-92 0 87,360 87,360
Nasco Sportswear, Inc. Springfield, TN Manufacturing & Production Jun-92 0 87,360 87,360
Nasco Sportswear, Inc. Springfield, TN Computers Sep-92 0 46,691 46,691
Nasco, Inc. Springfield, TN Computers Jun-92 0 780,000 780,000
New London Press Inc. Alpharetta, GA Manufacturing & Production Mar-96 0 26,903 26,903
New World Rising, Inc. Birmingham, AL Computers Feb-97 0 45,888 45,888
Ngo Dry Cleaner Beltsville, MD Manufacturing & Production Mar-92 0 73,242 73,242
Norfolk Warehouse Distribution Norfolk, VA Furniture Jul-95 0 36,945 36,945
Norgetown Cleaners Clarendon Hills, IL Manufacturing & Production Mar-92 0 78,588 78,588
Norman's Food Store's, Inc. Nebraska City, NE Computers Dec-93 0 99,615 99,615
Ohio Power Company Columbus, OH Material Handling Oct-92 11,846,000 473,840 12,319,840
Ohio Power Company Columbus, OH Material Handling Oct-92 0 9,525,880 9,525,880
Olash And Van Vooren, MD Louisville, KY Medical Mar-92 0 35,430 35,430
Old Dominion Carstar Eugene, OR Computers Apr-94 0 29,854 29,854
Omni Mortgage Group, Inc. Lawrenceville, GA Computers Feb-97 0 34,676 34,676
One Hour Martinizing Stone Mountain, GA Manufacturing & Production Mar-92 0 27,289 27,289
Oswego Cleaners Oswego, IL Manufacturing & Production Mar-92 0 71,745 71,745
Oswego Village Clinic Lake Oswego, OR Medical Mar-92 0 25,669 25,669
Pacific Equity Service Vancouver, WA Computers Aug-96 0 31,273 31,273
Palo Alto Car Wash Partners San Francisco, CA Manufacturing & Production Jul-92 0 122,425 122,425
Panama Hatties Huntington Stat, NY Restaurant Mar-97 0 53,637 53,637
Paolo'S Italian Kitchen Melbourne, FL Restaurant Feb-97 0 49,404 49,404
Parker K. Bagley MD Inverness, FL Medical Feb-95 0 88,444 88,444
Parker K. Bagley, MD PA Inverness, FL Medical Dec-91 0 323,733 323,733
Parks, Sheryl L., MD, PC Garden City, MI Medical Mar-92 0 29,018 29,018
PCMAC Consultants San Francisco, CA Computers Feb-97 0 31,212 31,212
Performance A/V, Inc. Alexandria, VA Video Production Sep-93 0 233,785 233,785
Perry Morris Irvine, CA Manufacturing & Production Mar-92 0 5,200,000 5,200,000
Phoenix Analysis & Design Gilbert, AZ Printing Aug-96 0 33,255 33,255
Photo Center, Inc. Costa Mesa, CA Manufacturing & Production Mar-97 0 40,986 40,986
Physician Hospital Cedar Knolls, NJ Medical Dec-91 0 234,870 234,870
Pivaroff Chiropractic Corp. Corona Del Mar, CA Medical Mar-92 0 35,324 35,324
Pleasant Hill Cleaners Duluth, GA Manufacturing & Production Mar-92 0 115,657 115,657
Pro Photo Connection, Inc Irvine, CA Computers Mar-97 0 29,180 29,180
Pro Sew Cincinnati, OH Manufacturing & Production Dec-91 0 40,018 40,018
Quail Cleaners Missouri City, TX Manufacturing & Production Mar-92 0 90,402 90,402
Quality Baking L.L.C. Maplewood, MO Restaurant Equipment Dec-95 0 296,400 296,400
R & M Baking Corp. Oceanside, NY Manufacturing & Production Nov-93 0 27,490 27,490
R & M Levy Lafayette, CA Manufacturing & Production Sep-92 0 73,668 73,668
R.E. Smith Printing, Co. Fall River, MA Printing Jun-95 487,200 41,021 528,221
R.U.R. Enterprises, Inc. Houston, TX Furniture Dec-94 0 27,035 27,035
Radiology Assoc. of Mc Allen Mc Allen, TX Medical Dec-91 0 190,800 190,800
Radiology Assoc. of Mc Allen Mc Allen, TX Medical Dec-91 0 40,776 40,776
Radiology Assoc. of Mc Allen Mc Allen, TX Medical Jun-93 0 97,644 97,644
Radiology Assoc. of Westport Westport, CT Retail May-92 309,873 39,188 349,061
Rain-Master Roofing Portland, OR Computers Jun-96 0 26,464 26,464
Raintree Cleaners Roswell, GA Manufacturing & Production Mar-92 0 105,265 105,265
Re/Max Fireside Blue Jay Villag, CA Telecommunications Sep-92 27,089 4,030 31,119
Re/Max International, Inc. Englewood, CO Furniture Sep-92 25,462 10,615 36,077
Red Bank Volvo, Inc. Shrewsbury, NJ Automotive Feb-97 0 42,070 42,070
Red Bug Cleaners Winter Springs, FL Manufacturing & Production Mar-92 0 58,238 58,238
Redwood Medical Offices Crescent City, CA Medical Mar-92 0 25,997 25,997
Reino Linen Service, Inc. Gibsonburg, PA Manufacturing & Production Oct-91 0 759,040 759,040
Reino Linen Service, Inc. Gibsonburg, OH Material Handling Dec-92 0 34,022 34,022
Reiter And Perkes, MD Medford, NY Medical Dec-91 0 282,435 282,435
Restaurant Management Nw Inc. Portland, OR Restaurant Jun-95 0 373,379 373,379
RLL Miami, FL Manufacturing & Production Mar-92 0 110,112 110,112
Rmc Environmental Service Spring City, PA Computers Mar-92 0 27,592 27,592
Robert M. Jones Laguna Hills, CA Video Production Jun-96 0 58,497 58,497
Roberts, J.N., MD Boaz, AL Medical Mar-92 0 27,787 27,787
Rockwood Clinic, P.S. Spokane, WA Medical Dec-91 1,120,875 280,122 1,400,997
Roger Colby Cortez, FL Manufacturing & Production Mar-92 0 111,697 111,697
Rogers, Gene W., MD Sonora, TX Medical Mar-92 0 25,821 25,821
Rose Casual Dining, Inc. Newtown, PA Restaurant Equipment Dec-95 0 135,403 135,403
S. Johnson And Sons, Inc. Belvidere, NJ Manufacturing & Production Sep-93 0 77,698 77,698
S.C.W. Corporation Scituate, MA Restaurant May-94 0 27,259 27,259
S.W. FL Regional Medical Ctr. Fort Meyers, FL Medical Dec-91 44,580 161,521 206,102
Sage Enterprises, Inc. Des Plains, IL Computers Jun-94 0 119,252 119,252
Salinas Construction Pleasanton, TX Construction May-96 0 47,058 47,058
Salon 2000 Eden Prairie, MN Fixture Feb-96 0 37,237 37,237
Sam Houston Memorial Hospital Houston, TX Medical Dec-91 0 585,021 585,021
San Angelo Medical Practice San Angelo, TX Medical Mar-92 0 68,346 68,346
San Angelo Medical Practice San Angelo, TX Medical Mar-92 0 39,846 39,846
Sass, Friedman & Associates Cleveland, OH Medical Mar-92 0 39,205 39,205
Sass, Friedman & Associates Cleveland, OH Medical Mar-92 0 48,444 48,444
Sbs Commercial Leasing Inc. Jericho, NY Computers Jan-96 0 128,369 128,369
Schooley-Steen Medical Fresno, CA Furniture Sep-92 40,167 5,899 46,065
Sharon - John Dry Cleaner Kensigton, CT Manufacturing & Production Mar-92 0 64,410 64,410
Shift & Goldman, Inc. Somerset, NJ Computers Sep-93 0 26,738 26,738
Shin & Washinsky, MD's Las Vegas, NV Medical Mar-92 0 32,602 32,602
Siebe North, Inc. Rockford, IL Computers Jun-95 411,535 19,451 430,986
Sierra Nevada Mem. Hospital Grass Valley, CA Medical Mar-92 0 53,349 53,349
Sign America, Inc. Richmond, OH Manufacturing & Production Feb-97 0 28,109 28,109
Sirius Solutions San Francisco, CA Computers May-96 0 26,193 26,193
Skal Beverages East, Inc. Easton, MA Restaurant Feb-95 0 37,626 37,626
Skolniks Bagel Bakery Springfield, PA Restaurant Mar-92 0 68,997 68,997
Snaderson Group Escondido, CA Computers Aug-96 0 34,444 34,444
Solomon Page Group Ltd. New York, NY Furniture Sep-94 0 42,697 42,697
Solom-Page Group Ltd. New York, NY Computers Feb-94 0 42,908 42,908
South Florida Family Phy. Pembroke Pines, FL Medical Mar-92 0 68,320 68,320
Southhill Company Beverly Hills, CA Fixture Dec-91 0 25,308 25,308
Springfield Tool & Dye, Inc. Springfield, NJ Printing May-92 0 26,256 26,256
St. Elizabeth Hospital, Inc. Appleton, WI Medical Mar-92 0 90,033 90,033
St. Louis Leasing Corp. Ellisville, MO Manufacturing & Production Oct-92 0 780,181 780,181
Staples, Inc. Framingham, MA Retail Feb-94 25,041 5,124 30,165
Staples, Inc. Framingham, MA Retail Feb-94 23,547 4,657 28,204
Staples, Inc. Framingham, MA Retail Feb-94 27,258 5,577 32,835
Staples, Inc. Framingham, MA Retail Feb-94 22,895 4,248 27,142
Staples, Inc. Framingham, MA Retail Feb-94 25,493 4,730 30,223
Staples, Inc. Framingham, MA Retail Feb-94 25,493 4,730 30,223
Staples, Inc. Framingham, MA Retail Feb-94 21,250 3,789 25,040
Staples, Inc. Framingham, MA Retail Feb-94 21,250 3,789 25,040
Staples, Inc. Framingham, MA Retail Feb-94 23,546 4,652 28,198
Staples, Inc. Framingham, MA Retail Feb-94 22,895 4,248 27,142
Staples, Inc. Framingham, MA Retail Feb-94 23,612 4,262 27,874
Staples, Inc. Framingham, MA Retail Feb-94 22,075 4,517 26,591
Staples, Inc. Framingham, MA Retail Feb-94 23,329 4,609 27,938
Stater Brothers Markets Colton, CA Furniture Sep-91 0 551,203 551,203
Stater Brothers Markets Colton, CA Retail Sep-91 104,149 25,947 130,096
Stater Brothers Markets Colton, CA Sanitation Sep-91 56,680 17,839 74,519
Staubach, Co. Dallas, TX Telecommunications Jun-95 455,273 21,858 477,131
Stein-Sloan Blue Bell, PA Medical Mar-92 0 28,366 28,366
Steven B. Zelicof, MD White Plains, NY Medical Feb-96 0 57,971 57,971
Steven Braff, MD Clifton Springs, NY Medical Dec-91 95,724 165,555 261,280
Subco East, Inc. Wauwatosa, WI Restaurant Aug-96 0 60,031 60,031
Summit Cleaners Houston, TX Manufacturing & Production Mar-92 0 131,372 131,372
Summit Health Inc. Fort Worth, TX Computers Sep-95 0 55,952 55,952
Sun Presentations, Inc. Palm Springs, CA Computers Jun-92 0 25,909 25,909
Sun Presentations, Inc. Palm Springs, CA Video Production Nov-92 0 68,903 68,903
Sunset Screening Room Los Angeles, CA Video Production Jun-95 0 31,136 31,136
Super Miami Ltd Concord, CA Fixture Jun-92 0 104,162 104,162
Svogun, John A., MD Norwalk, CT Medical Mar-92 0 31,203 31,203
Sweet Potato Pie, Inc. Hawthorne, NJ Manufacturing & Production Oct-93 0 26,055 26,055
Synder Machine Co. Somerville, NJ Manufacturing & Production Feb-97 0 34,385 34,385
System Fuels Inc. New Orleans, LA Manufacturing & Production Dec-95 0 2,648,916 2,648,916
T & L Creative Salads, Inc. Brooklyn, NY Computers Jan-95 0 27,307 27,307
T.B.G. of Little Neck, Inc. Whitestone, NY Restaurant Oct-94 0 312,000 312,000
Tender Touch Dry Cleaners Winter Haven, FL Manufacturing & Production Mar-92 0 61,819 61,819
The Beach House Laguna Beach, CA Retail Feb-97 0 41,446 41,446
The Breakers Dba, Claddagh New Smyrna Bch,FL Retail Feb-97 0 27,933 27,933
The Coin Laundry Grayson, GA Manufacturing & Production Mar-92 0 99,672 99,672
The Foxboro Company Foxboro, MA Fixture Sep-95 117,682 12,711 130,393
The Foxboro Company Foxboro, MA Computers Sep-95 814,341 87,452 901,793
The Foxboro Company Foxboro, MA Manufacturing & Production Sep-95 944,934 84,060 1,028,995
The Foxboro Company Foxboro, MA Furniture Jan-96 26,942 2,480 29,421
The Foxboro Company Foxboro, MA Fixture Jan-96 286,844 27,311 314,154
The Foxboro Company Foxboro, MA Manufacturing & Production Jan-96 1,018,693 86,626 1,105,319
The Foxboro Company Foxboro, MA Computers Jan-96 1,388,929 133,331 1,522,260
The Gar Wood Restaurant Carnelian Bay, CA Retail Feb-97 0 53,928 53,928
The Imaging Bureau Ltd, Inc. Arlington, TX Printing Mar-97 0 50,151 50,151
The Mountain Corp. Marlborough, NH Computers Nov-95 0 26,299 26,299
The Printing Post Orange, CA Printing Sep-96 0 34,787 34,787
Thompson Medical Specialists Lenoir, NC Medical Mar-92 0 37,859 37,859
Triangle Eye Institute Bakersfield, CA Computers Jul-95 0 25,280 25,280
TSC Funding, Inc. S.Burlington, VT Computers Feb-97 0 44,158 44,158
Tuckers Square Laundry Atlanta, GA Manufacturing & Production Mar-92 0 84,476 84,476
Tuttle Bowling Enterprises Scotia, NY Restaurant Equipment Mar-96 0 40,560 40,560
Twin Cities Hospital Niceville, FL Medical Dec-91 0 154,751 154,751
Ultimate Cleaners Tempe, AZ Manufacturing & Production Mar-92 0 48,143 48,143
United Communications Center Los Alamitos, CA Medical Mar-92 0 35,534 35,534
United Consumers Club Tacoma, WA Telecommunications Feb-97 0 53,548 53,548
Us Airways, Inc. Arlington, VA Aircraft 35582 3,200,000 3,619,250 6,819,250
Usindo Corporation Pasadena, CA Computers Feb-97 0 29,365 29,365
USX Corp. Pittsburgh, PA Mining Dec-91 5,952,703 1,205,308 7,158,011
Ventura Toyota Ventura, CA Computers Sep-92 30,105 2,958 33,064
Victoria Cleaners Ocala, FL Manufacturing & Production Mar-92 0 47,599 47,599
Video Eye Houston, TX Video Production Sep-96 0 49,335 49,335
Video Tape Magazines, Inc. Sun Valley, CA Telecommunications Oct-93 0 27,247 27,247
Vihlene & Associates Laguna Hills, CA Computers Jun-96 0 56,746 56,746
Visiting Nurse Association Carmichael, CA Telecommunications Mar-92 0 143,943 143,943
Watkins-Johnson Company Palo Alto, CA Telecommunications Mar-92 0 373,874 373,874
Watkins-Johnson Company Palo Alto, CA Telecommunications Mar-92 0 26,650 26,650
Wayfield Foods, Inc. Atlanta, GA Retail Sep-92 70,367 9,359 79,726
Wayfield Foods, Inc. Atlanta, GA Retail Sep-92 64,377 9,769 74,146
Weir Partners Rancho Santa, CA Restaurant Mar-94 0 365,000 365,000
Western Mailing Service Las Vegas, NV Printing Sep-92 37,970 4,552 42,522
Westgate Cleaners Spring City, PA Manufacturing & Production Mar-92 0 85,984 85,984
Westlight Los Angeles, CA Computers Nov-91 0 27,771 27,771
Wheaton Body Shop, Inc. Wheaton, MD Automotive Sep-96 0 36,946 36,946
Wilkinson, Maurice G., MD Shiner, TX Medical Mar-92 0 30,692 30,692
Windy City Bagels, Inc. Clinton, NY Restaurant Jun-94 0 138,653 138,653
Windy City Bagels, Inc. Clinton, NY Restaurant Jun-94 0 160,277 160,277
Wright Way Sales Longwood, FL Telecommunications Jun-96 0 40,486 40,486
Young Dry Cleaner N. Dartmouth, MA Manufacturing & Production Mar-92 0 130,601 130,601
Young, Walter Russell, MD Waldron, AZ Medical Mar-92 0 60,625 60,625
Zan Productions, Inc. New York, NY Manufacturing & Production Feb-97 0 33,899 33,899
Zisman, Frank & Katerina,O.D. Hercules, CA Medical Mar-92 0 40,182 40,182
Total Equipment transactions less than $25,000 2,738,306 3,036,059 5,774,365
----------- ------------ ------------
$55,577,669 $81,733,088 $137,310,757
=========== ============ ============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing Expended Cost
(1) (2) (3)
- --------------------------- ------------------- ----------------------- --------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
19 March Street, Inc. Stamford, CT Furniture Mar-93 $0 $47,942 $47,942
21-42 Meat Food Dba Super Whitestone, NY Retail Feb-98 0 42,927 42,927
2Xtreme Performance Intern. Addison, TX Telecommunications Sep-97 0 53,170 53,170
301 BP Service Station Fayetteville, NC Automotive Nov-92 0 30,129 30,129
4 Star Laundry & Supply, Inc. Plattsmouth, NE Manufacturing & Production Nov-92 0 31,043 31,043
4-Guys Supermarket Paterson, NJ Fixture Sep-96 0 29,433 29,433
8803 Castle Caterers, Inc. Brooklyn, NY Retail Nov-96 0 30,364 30,364
A & E Clothing Contractor Brooklyn, NY Manufacturing & Production Nov-97 0 27,147 27,147
A & S Rental Tifton, GA Computers Nov-92 0 30,183 30,183
A & V Photo Lab Dba Mvm Ent. Fresno, CA Photo Sep-97 0 25,832 25,832
A. I. Leasing Inc. Herndon, VA Aircraft Aug-96 0 5,690,161 5,690,161
Aaa Ansafone Answering Srvc Santa Ana, CA Manufacturing & Production Aug-95 0 25,804 25,804
AATW, Inc. Oakland, CA Material Handling Aug-93 0 31,375 31,375
Abco Oil Corp. Montgomery, PA Computers Dec-97 0 53,764 53,764
Abel Hosiery, Inc. Fort Payne, AL Manufacturing & Production Sep-97 0 38,316 38,316
Abington Obstetrical Windsor, CT Medical Mar-93 0 49,501 49,501
Able Pallet Mfg Hilliard, OH Manufacturing & Production Dec-92 23,518 2,217 25,735
Accent Improvement, Inc. Fargo, ND Fixture Dec-96 0 36,089 36,089
Access Medical Imaging, Inc. Beverly Hills, CA Medical Sep-97 0 77,601 77,601
Accutrac Recovery Systems Memphis, TN Computers Feb-98 0 29,925 29,925
Ace Tree Movers, Inc. Gaithersburg, MD Transportation Mar-93 0 29,412 29,412
Action Technologies, Inc. Alameda, CA Computers Dec-92 0 66,976 66,976
Action Technologies, Inc. Alameda, CA Computers Apr-93 0 71,102 71,102
Addison Tool Inc Oxford, MI Computers Aug-95 0 36,504 36,504
Adriano - T Co. Los Angeles, CA Manufacturing & Production Dec-97 0 55,252 55,252
Advance Presort Service Inc Chicago, IL Office Equipment May-93 0 235,358 235,358
Advance Presort Service Inc Chicago, IL Retail May-93 0 101,761 101,761
Advanced Precision Newbury, MA Manufacturing & Production Mar-93 0 38,297 38,297
Advanced Research Concepts Simi Valley, CA Sanitation Nov-92 0 33,493 33,493
Advantage Kbs Inc. Edison, NJ Computers Aug-95 0 27,195 27,195
Adventure Sportswear, Inc. Doraville, GA Manufacturing & Production Nov-92 0 30,174 30,174
Advertising Specialty Co. Reno, NV Printing Sep-96 0 52,559 52,559
Advo System, Inc. Windsor, CT Telecommunications May-93 0 77,530 77,530
Advo System, Inc. Hartford, CT Telecommunications May-93 0 68,167 68,167
Advo System, Inc. Windsor, CT Telecommunications Jan-95 0 43,466 43,466
A-Grocery Warehouse Los Angeles, CA Fixture Aug-96 0 46,867 46,867
Air Show, Inc. Springfield, VA Computerss Jan-97 0 44,420 44,420
Alaska Airlines, Inc. Seattle, WA Transportation Oct-94 16,808,912 4,778,717 21,587,628
Albert & Dolores Gaynor Menlo Park, CA Computers Feb-96 0 40,739 40,739
Albert Kemperle Inc. Valley Stream, NY Manufacturing & Production Aug-95 0 29,726 29,726
Alfa Color, Inc. Gardena, CA Computers Oct-97 0 33,293 33,293
Alfa Color, Inc. Gardena, CA Computers Nov-97 0 48,516 48,516
All New Remodeling Inc. Yonkers, NY Computers Feb-98 0 35,157 35,157
Allentuck Printing & Graphics Gaithersburg, MD Printing Jan-98 0 76,451 76,451
Alliance Business Center New York, NY Office Equipment Mar-97 0 44,000 44,000
Allied Sporting Goods, Inc. Louisville, KY Fixture Sep-97 0 25,670 25,670
Alpha Music Productions Lenexa, KS Computers Nov-92 0 27,166 27,166
Alpine Pictures, Inc. Van Nuys, CA Printing Sep-96 0 55,473 55,473
Alternate Curcuit Technology Ward Hill, MA Manufacturing & Production Aug-93 0 529,545 529,545
Alves Precision Engineered Watertown, CT Manufacturing & Production Mar-93 0 41,366 41,366
AMCA International Newington, CT Telecommunications May-93 0 31,308 31,308
American Bingo Dba American Sumter, SC Fixture Oct-97 0 47,077 47,077
American Deburring Dba Afab Irvine, CA Manufacturing & Production May-95 0 29,755 29,755
American Energy Services Houston, TX Telecommunications Nov-92 0 30,824 30,824
American Red Cross Hartford Farmington, CT Telecommunications Mar-93 0 25,138 25,138
American Rest Group Newport Beach, CA Restaurant Mar-94 0 652,404 652,404
American Rest Group Newport Beach, CA Retail Mar-94 0 31,606 31,606
American Rest Group Newport Beach, CA Restaurant Mar-94 0 526,016 526,016
American T-Shirts Mesquite, TX Computers Nov-92 0 30,502 30,502
AMI Resort Telecommunications San Clemente, CA Fixture Nov-92 0 31,847 31,847
Amodeo Petti & Flatiron New York, NY Computers Aug-95 0 39,169 39,169
Anderson Film Industries Universal City, CA Video Production Jul-96 0 31,600 31,600
Anderson Glass Co. Inc. Columbus, OH Manufacturing & Production Aug-95 0 26,645 26,645
Anthony V. Cillis, Dvm Yorktown Heights, NY Medical Aug-96 0 35,816 35,816
Anthony Vasselli Md PC Princeton, NJ Medical Aug-95 0 26,143 26,143
Anthony's Auto Body, Inc. Bridgeport, CT Telecommunications Mar-93 0 26,661 26,661
Anton's Airfood Of Bakersfld Bakersfield, CA Restaurant Nov-92 0 26,994 26,994
Ap Parts Manufacturing Goldsboro, NC Furniture Aug-96 0 101,538 101,538
Apec Display Inc. Clifton, NJ Manufacturing & Production Aug-95 0 35,567 35,567
Applause Management, Inc. Little Falls, NJ Computers Nov-92 0 25,588 25,588
Appleray, Inc. Longwood, FL Restaurant Oct-97 0 74,429 74,429
Apt Advertising,Inc. Farmingdale, NY Fixture Dec-97 0 48,230 48,230
Aqualon Incorporated Louisiana, MO Environmental Feb-93 0 25,243 25,243
Arby's Gainesville, FL Fixture Nov-92 0 28,892 28,892
Arden Nursing Home Inc Hamden, CT Telecommunications May-93 0 29,232 29,232
ARG Enterprises Newport Beach, CA Restaurant Jul-94 0 436,451 436,451
Arianne Productions Corp. Clearwater, FL Audio Equipment Jan-96 0 48,014 48,014
Arnold Foradory Landscaping Austin, TX Material Handling Sep-97 0 31,164 31,164
Ars Enterprises, Inc. Alsip, IL Audio Nov-96 0 27,966 27,966
Art Leather Manufacturing Co. Elmhurst, NY Manufacturing & Production Nov-97 0 51,031 51,031
Artistry Presentations Mattapoisett, MA Computerss Oct-96 0 27,630 27,630
A'S Match Dye Co., Inc. Compton, CA Manufacturing & Production Oct-97 0 45,601 45,601
Asbestos Transportation Moncks Conrner, SC Transportation Mar-93 0 27,697 27,697
Ashland Machine Company Ashland, VA Manufacturing & Production Jan-98 0 79,287 79,287
Associated Detailers Brandon, MS Computers Aug-96 0 50,126 50,126
Atex Knitting Mills Inc. Ridgewood, NY Manufacturing & Production Aug-95 0 31,120 31,120
Athena Healthcare Assoc. Inc. Southington, CT Computers Feb-98 0 38,219 38,219
Athens Obstetrics Windsor, CT Medical Mar-93 0 48,302 48,302
Atlantic Baking Company, Inc. Los Angeles, CA Restaurant Dec-97 0 37,669 37,669
Atlantic Coast Fulfillment North Haven, CT Fixture Nov-97 0 45,173 45,173
Atlantic Development Arnold, MO Printing Jun-96 0 30,867 30,867
Atlantic Paste & Glue Co Brooklyn, NY Manufacturing & Production Nov-92 0 26,664 26,664
AU Technologies Providence, RI Manufacturing & Production Nov-92 0 27,685 27,685
Audioforce New York, NY Telecommunications Aug-95 0 33,295 33,295
Auto Lube Express Siloam Spring, S AR Automotive Oct-97 0 37,658 37,658
Automated Building Systems Johnson City, TN Computers Mar-93 0 35,807 35,807
Automated Component Hudson, MA Manufacturing & Production Mar-94 0 102,089 102,089
Automated Transaction Svcs. W. Los Angele CA Furniture Nov-97 0 59,492 59,492
Automation, Inc. Canton, MA Telecommunications Mar-93 0 25,240 25,240
Aziz Edib Poughkeepsie, NY Fixture Dec-95 0 74,135 74,135
B & B Coffee Service, Inc. Fairfield, CT Restaurant Mar-93 0 31,923 31,923
B.M.F. Fitness Of Irving, Inc.Irving, TX Medical Nov-92 0 30,268 30,268
Baer Aggregates Inc. Phillipsburg, NJ Manufacturing & Production Aug-95 0 30,695 30,695
Bagel Boss America Corp. Hicksville, NY Restaurant Nov-96 0 52,228 52,228
Bagel Boy, Llc So. Whitehall, PA Restaurant Dec-97 0 30,228 30,228
Bagel Chalet Inc. Commack, NY Restaurant Equipment Jan-96 0 39,003 39,003
Bagels & A Hole Lots More Bohemia, NY Restaurant Nov-97 0 57,700 57,700
Bankers Direct Mortgage Corp. W. Palm Beach, FL Computers Jan-98 0 39,045 39,045
Bank-Up Dba, J.D.B. & Assoc. San Ramon, CA Computers Oct-97 0 180,712 180,712
Baron Consulting Co. Milford, CT Medical Aug-95 0 26,444 26,444
Barton & Cooney Inc. Trenton, NJ Manufacturing & Production Aug-95 0 27,637 27,637
Base & Base Enterprises, Inc Woodinville, WA Computerss Dec-96 0 56,380 56,380
Baskin Robbins Houston, TX Restaurant Nov-92 0 30,824 30,824
Bassetts of Ft. Lauderdale Ft Lauderdale, FL Restaurant Nov-92 0 31,822 31,822
Bauer Sign Dba, Baseline Muskego, WI Material Handling Dec-97 0 28,410 28,410
Bay City Associates, Llc Manning, SC Fixture Sep-97 0 47,674 47,674
Bay Foods, Inc. Providence, RI Restaurant Mar-93 0 28,766 28,766
Beirut Times Los Angeles, CA Computers Oct-97 0 32,985 32,985
Bella Roma, Inc. Taunton, MA Restaurant Mar-93 0 29,291 29,291
Berol Corp. Brentwood, TN Telecommunications May-93 0 25,651 25,651
Besser Company Alpena, MI Computers Aug-94 0 47,498 47,498
Besser Company Alpena, MI Computers Feb-94 506,779 48,903 555,682
Best Approach Publications Chandler, AZ Printing Oct-97 0 54,998 54,998
Best Brew, Inc. Elk Grove Villa, IL Restaurant Mar-93 0 41,386 41,386
Best Brew, Inc. Elk Grove Villa, IL Restaurant Mar-93 0 40,221 40,221
Bethlehem Baptist Church Fairfax, VA Retail Mar-93 0 32,348 32,348
Beverly Hills Studio, Inc. Santa Monica, CA Video Production Jan-97 0 44,233 44,233
Big "O" Tires Valencia, CA Computers Sep-97 0 51,947 51,947
Big Star of Many, Inc. Many, LA Retail Feb-93 0 70,442 70,442
Biocontrol Technology, Inc. Pittsburgh, PA Computers Jan-98 0 48,895 48,895
Black Canyon Surveying, Inc. Phoenix, AZ Manufacturing & Production Dec-97 0 51,828 51,828
Bless Your Hearts Dba, Hopeth Midland, TX Restaurant Dec-97 0 19,351 19,351
Blimpie of Cornwell Cromwell, CT Restaurant Nov-92 0 30,093 30,093
Blue Cross&Blue Shield Of CT North Haven, CT Telecommunications May-93 0 93,286 93,286
Blue Cross&Blue Shield Of CT North Haven, CT Telecommunications May-93 0 362,317 362,317
Blue Cross&Blue Shield Of CT North Haven, CT Computers May-93 0 25,020 25,020
Blue Cross&Blue Shield Of CT North Haven, CT Telecommunications May-93 0 92,259 92,259
Blue Cross&Blue Shield Of CT North Haven, CT Telecommunications May-93 0 242,250 242,250
Blue Cros &Blue Shield Of CT North Haven, CT Telecommunications May-93 0 38,924 38,924
Blue Grass Business Service Lexington, KY Office Equipment May-93 0 263,303 263,303
Blume USA Auto Sales, Inc. Pearland, TX Manufacturing & Production Nov-92 0 25,908 25,908
Bml Productions Inc. Raritan, NJ Retail Oct-95 0 37,173 37,173
Bob's Cleaner Santa Ana, CA Manufacturing & Production Nov-92 0 30,824 30,824
Bodine Corp. Bridgeport, CT Telecommunications May-93 0 60,751 60,751
Bolkema Fuel Company Inc. Wyckoff, NJ Computers Sep-97 0 54,797 54,797
Boozer Lumber Co., Inc. Columbia, SC Computers Mar-93 0 27,382 27,382
Borealis Corp. Carson City, NV Computerss Jun-96 0 52,031 52,031
Borealis Incorporated Ottertail, MN Manufacturing & Production Dec-97 0 37,017 37,017
Boston Pie, Inc. Melrose, MA Restaurant Apr-93 0 26,916 26,916
Bowling, Inc. Jackson, MS Fixture Mar-93 0 45,109 45,109
Boxley Enterprises, Inc. Oviedo, FL Restaurant Aug-94 0 27,415 27,415
Bradley Memorial Southington, CT Telecommunications May-93 0 69,398 69,398
Brainard Pig, Inc. Fremont, NE Fixture Feb-98 0 54,296 54,296
Brandt Farms Versailles, OH Fixture Oct-96 0 56,207 56,207
Branford Hall Career InstituteBranford, CT Furniture Dec-97 0 36,416 36,416
Brazos Valley Sand & Gravel Cameron, TX Construction Oct-97 0 32,171 32,171
Breaktime Refreshments, Ltd. West Babylon, NY Fixture Feb-98 0 47,758 47,758
Breckenridge Food Systems Rancho Santa, CA Restaurant Equipment Sep-95 0 241,206 241,206
Brenlar Investments, Inc. Novato, CA Furniture Oct-94 0 840,320 840,320
Brewskis Gaslamp Pub, Inc. San Diego, CA Furniture Nov-92 0 30,359 30,359
Bridgeport Machines Bridgeport, CT Telecommunications May-93 0 32,411 32,411
Bridgeport Metal Goods Bridgeport, CT Fixture Mar-93 0 52,425 52,425
Bristol Babcock Inc. Watertown, CT Telecommunications May-93 0 82,427 82,427
Bristol Babcock Inc. Watertown, CT Telecommunications Dec-95 0 42,646 42,646
Bronx Harbor Healthcare Bronx, NY Computers Sep-96 0 46,775 46,775
Buckeye Pressure Washes Cambridge, OH Manufacturing & Production Nov-92 0 30,538 30,538
Burch Trash Service, Inc. Capital Heights, MD Transportation Mar-93 0 41,489 41,489
Burger King Naples, FL Fixture Nov-92 0 31,751 31,751
Burgess Marketing, Inc. Waco, TX Manufacturing & Production Oct-97 0 28,195 28,195
Business Office Systems & Srv Peterborough, NH Furniture Nov-92 0 29,913 29,913
Business Television Washington, DC Video Production Apr-93 0 28,754 28,754
C & B Cleaning Fairfax, VA Sanitation Nov-92 0 30,824 30,824
C & C Duplicators Inc. Bohemia, NY Manufacturing & Production Jan-96 0 37,799 37,799
C & C Skate, Inc. Kissimee, FL Restaurant Jul-96 0 27,316 27,316
C & J Contracting, Inc. Campbell, CA Manufacturing & Production Jun-94 30,444 3,105 33,549
C H Dexter Windsor Locks, CT Computers May-93 0 68,086 68,086
Caa Marketing Inc. Westmont, IL Manufacturing & Production Aug-95 0 31,397 31,397
Cable Usa, Inc. Scottbluff, NE Telecommunications Nov-97 0 48,749 48,749
Cad Scan Reprographic Vacaville, CA Computerss Dec-96 0 29,584 29,584
Cafe Chardonnay, Inc. Palm Beach Gar, FL Restaurant Dec-92 0 150,231 150,231
Cain's Drain & Plumbing Co Newport News, VA Fixture Dec-93 0 25,948 25,948
Calico Welding Supply Co. Texas City, TX Manufacturing & Production Feb-98 0 34,508 34,508
California School Furnishings Fresno, CA Telecommunications Feb-96 0 51,659 51,659
Callen Photo Mount Corp. Jersey City, NJ Manufacturing & Production Oct-97 0 81,854 81,854
Camellia Color Corp. Sacramento, CA Computers May-96 0 40,576 40,576
Cape Fear Supply Co., Inc. Fayetteville, NC Computers Mar-93 0 50,808 50,808
Capital Home Mortgage Miami, FL Computers Aug-96 0 28,253 28,253
Career & Eductn Consult New York, NY Computers Jul-96 0 51,027 51,027
Caregivers Home Health Montgomery, AL Computers May-93 0 29,142 29,142
Cargill Investor Services, Chicago, IL Computers Mar-93 0 56,109 56,109
Carolina Amusement Columbia, SC Fixture Dec-97 0 48,889 48,889
Carolina Mold Works, Llc Fletcher, NC Manufacturing & Production Dec-96 0 54,484 54,484
Carolina Truss & Manufact. Monroe, NC Computers Mar-93 0 32,415 32,415
Carolina Volkswagen Charlotte, NC Automotive Dec-97 0 31,878 31,878
Casa Ole Dba, Sbwy&C C Wichita Falls, TX Restaurant Nov-97 0 55,167 55,167
Catalog Media Corp. Memphis, TN Computers Nov-92 0 30,705 30,705
Cavalleria Rusticana, Inc. Miami, FL Restaurant Nov-92 0 30,180 30,180
CDI Medical Services Inc. Bloomfield, CT Computers May-93 0 30,494 30,494
Centennial Printing King Of Prussia, PA Computers Mar-93 0 44,207 44,207
Center For Continuing Care Stamford, CT Telecommunications Mar-93 0 27,468 27,468
Centocor Malvern, PA Computers May-96 0 361,672 361,672
Centocor, Inc. Melvern, PA Medical Mar-94 0 557,191 557,191
Centra Collison, Inc. Long Island City, NY Automotive Mar-93 0 29,122 29,122
Century Consulting Group, Inc.Kennesaw, GA Computers Nov-97 0 47,697 47,697
Cercom, Inc. Vista, CA Manufacturing & Production Sep-97 0 49,492 49,492
Champions Pure Fitness, Inc. Fayetteville, NY Medical Nov-92 0 29,217 29,217
Charten, Inc. Southbury, CT Restaurant Mar-93 0 36,934 36,934
Chase Collections Ltd. Fall River, MA Manufacturing & Production Mar-93 0 25,128 25,128
Chattanooga Men'S Medical Roswell, GA Medical Sep-96 0 54,751 54,751
Chef's Requested Foods, Inc. Oklahoma City, OK Restaurant Mar-93 0 35,449 35,449
Chestnut Mart Of Bloomingburg Bloomingburg, NY Fixture Jan-97 0 132,301 132,301
Chestnut Mart Of Bloomingburg Bloomingburg, NY Fixture Feb-97 0 63,900 63,900
Chicago Food Corp. Chicago, IL Manufacturing & Production Nov-92 0 25,728 25,728
Chinnici & Associates New York, NY Computerss Apr-96 0 39,515 39,515
Choice-Professional Overnight New Orleans, LA Copiers Jan-98 0 41,360 41,360
Christopher Productions & Ent.Los Angeles, CA Video Prodroduction Sep-97 0 33,006 33,006
Circuitboard Fabrications Co. Waltham, MA Manufacturing & Production Jan-97 0 51,561 51,561
CIS Corporation Washington, DC Telecommunications Nov-96 0 1,142,103 1,142,103
City of West Haven West Haven, CT Telecommunications Mar-93 0 37,611 37,611
City of West Haven West Haven, CT Telecommunications Mar-93 0 26,365 26,365
Clarklift Of Orlando, Inc. Orlando, FL Computerss Jan-97 0 28,326 28,326
Clarklift Of Orlando, Inc. Orlando, FL Office Equipmnt Feb-98 0 40,189 40,189
Clearwater Health Club Clearwater Beach, FL Medical Mar-93 0 42,058 42,058
Clearwater Health Club Clearwater Beach, FL Medical Mar-93 0 35,565 35,565
Clement's Supermarket, Inc. Chauvin, LA Retail Mar-93 0 66,711 66,711
Cliquer'S Vernon Corp. Mt. Vernon, NY Telecommunications Nov-97 0 55,082 55,082
Clonetics Corporation San Diego, CA Computers Apr-93 0 29,198 29,198
Club 2520 Tucson, AZ Video Production Nov-92 0 30,176 30,176
Cm Clark Enterprises, Inc. Bernardsville, NJ Furniture Jun-95 0 27,551 27,551
Cnc Machining Service Visalla, CA Manufacturing & Production Aug-96 0 40,159 40,159
Cnc Systems, Inc. Kennebunk, ME Computers Mar-93 0 27,552 27,552
Coastal Carting, Ltd., Inc. Hollywood, FL Fixture Aug-97 0 25,291 25,291
Coastal Septic Sharpes, FL Transportation Mar-93 0 36,493 36,493
Coburn & Meredith Inc. Hartford, CT Telecommunications May-93 0 27,879 27,879
Coffee Time, Inc. Anaheim, CA Restaurant Mar-93 0 49,936 49,936
Coffee Time, Inc. Anaheim, CA Restaurant Mar-93 0 28,256 28,256
Coldwell Banker Apex Realtors Rowlett, TX Furniture Dec-97 0 42,955 42,955
Cole River Transportation Winstead, CT Construction Feb-98 0 29,753 29,753
Color Masters Digital Imaging Little Rock, AK Manufacturing & Production Nov-97 0 45,076 45,076
Color Xl, Inc. Middleton, WI Printing Nov-97 0 53,929 53,929
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 42,117 42,117
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 43,872 43,872
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 43,932 43,932
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 38,225 38,225
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 45,436 45,436
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 41,342 41,342
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 57,433 57,433
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 42,117 42,117
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 60,818 60,818
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 43,266 43,266
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 75,268 75,268
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 39,471 39,471
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 87,592 87,592
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 42,117 42,117
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 41,562 41,562
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 91,474 91,474
Colour Impressions Anaheim, CA Printing Dec-92 30,529 2,903 33,432
Columbia Services Group, Inc. Arlington, VA Fixture Nov-92 0 32,543 32,543
Commercial Brick Corp. Maspeth, NY Construction Oct-97 0 76,340 76,340
Commonwealth Associates New York, NY Telecommunications Sep-97 0 105,616 105,616
Community Health Center Inc Middletown, CT Telecommunications May-93 0 32,205 32,205
Community Health Service Hartford, CT Telecommunications Mar-93 0 29,344 29,344
Complete Tool & Grinding Inc. Minneapolis, MN Manufacturing & Production Feb-96 0 28,720 28,720
Comprehensive Id Products Burlington, MA Furniture Jun-96 0 51,484 51,484
Computer Science Resources Williamsport, PA Telecommunications Sep-97 0 75,298 75,298
Comtec Computer Services Houston, TX Computers Mar-93 0 27,306 27,306
Concord Teacakes Excetra Inc. Concord, MA Fixture Mar-96 0 55,768 55,768
Conn Medical Adjustment East Hartford, CT Telecommunications May-93 0 25,602 25,602
Connecticut College New London, CT Telecommunications May-93 0 2,211,435 2,211,435
Connecticut College New London, CT Telecommunications May-93 0 223,296 223,296
Connecticut College New London, CT Telecommunications May-93 0 81,898 81,898
Connecticut College New London, CT Telecommunications May-93 0 97,710 97,710
Connecticut State Newington, CT Telecommunications May-93 0 64,744 64,744
Connecticut Water Company East Windsor, CT Telecommunications May-93 0 46,084 46,084
Connecticut Yankee Atomic Hartford, CT Telecommunications May-93 0 304,754 304,754
Consolidated Fitness Ent. Bedford, TX Manufacturing & Production Nov-92 0 30,485 30,485
Consolidated Waste Industries North Haven, CT Material Handling Mar-93 0 61,323 61,323
Consolidated Waste Industries N.E. Washington, DC Transportation Mar-93 0 66,455 66,455
Constantine G. Scrivanos Atklnson, NH Restaurant Mar-93 0 29,182 29,182
Contento & Kaplan Optomet Bronx, NY Medical Aug-95 0 26,327 26,327
Continental Airlines, Inc. Houston, TX Aircraft Dec-96 0 702,508 702,508
Continental Coin Processors Buffalo, NY Manufacturing & Production Feb-96 0 52,320 52,320
Continental Contractors Audubon, PA Material Handling Mar-93 0 32,128 32,128
Convalescent Ctr Bloomfield Bloomfield, CT Medical May-93 0 30,761 30,761
Convention Express Inc. Ocean City, NJ Computers Feb-98 0 73,997 73,997
Core Group Ltd. Boston, MA Video Prodroduction Feb-98 0 45,566 45,566
Corporate Health New Haven, CT Telecommunications May-93 0 40,114 40,114
Corral Associates Rochester, NY Telecommunications May-96 0 53,461 53,461
Cosmopolitan Medical Com. Phoenix, AZ Computers Oct-97 0 44,665 44,665
Costello Lomasney & Denapoli Manchester, NH Computers Mar-93 0 29,771 29,771
Country Club Liquors Largo, FL Restaurant Nov-92 0 26,942 26,942
Countryside Manor, Inc. Bristol, CT Telecommunications Mar-93 0 26,257 26,257
Covalent Systems Corp. Fremont, CA Computers Mar-93 0 27,216 27,216
Craftsman Auto Body Sterling, VA Computers Aug-95 0 33,202 33,202
Creative Entertainment Group Los Angeles, CA Video Prodroduction Nov-97 0 61,777 61,777
Creative Sound Productions Houston, TX Audio May-96 0 37,940 37,940
Creative Vision Graphics Marina Del Ray, CA Printing May-95 0 33,037 33,037
Crs Design, Inc. New York, NY Computers Sep-97 0 26,032 26,032
Crystal Clear Dsgn Dba,.Baker Patterson, NJ Computers Nov-97 0 55,021 55,021
Csk Auto Inc Phoenix, AZ Other Mar-98 0 696,718 696,718
CT Junior Rebulic Assoc. Litchfield, CT Telecommunications Mar-93 0 26,061 26,061
CT Transit/HNS Management Hartford, CT Transportation May-93 0 44,728 44,728
C-Town Jersey City, NJ Retail Dec-96 0 28,658 28,658
Cumberland Cap. Dba Mcintyre Brentwood, TN Telecommunications Oct-97 0 31,498 31,498
Cunningham Assoc. Mission Viejo, CA Audio Oct-97 0 63,534 63,534
Curagen Corp. New Haven, CT Computers Aug-97 0 69,436 69,436
Custom Paint & Body Moncks Corner, SC Automotive Jan-97 0 33,354 33,354
Custom Print, Inc. Pleasanton, CA Computers Mar-93 0 29,993 29,993
D & B Computing Wilton, CT Telecommunications May-93 0 132,764 132,764
D & L Offset Lithography Co. New York, NY Printing Oct-97 0 52,873 52,873
D & M Contractors, Inc. Suwanee, GA Construction Dec-96 0 53,441 53,441
D & V Sound San Jose, CA Audio Aug-96 0 39,778 39,778
D B Basics, Inc. Raleigh, NC Computers Dec-97 0 41,900 41,900
D' La Colmena Mexican Food Watsonville, CA Restaurant Nov-92 0 28,211 28,211
D.A.O.R. Security, Inc. Bronx, NY Telecommunications Sep-97 0 28,025 28,025
D2 Entertainment Corp. Rosemead, CA Audio Nov-96 0 59,239 59,239
Dal Baffo Menlo Park, CA Restaurant Jan-97 0 53,520 53,520
Dallas Recording Co., Inc. Denton, TX Audio Nov-92 0 27,036 27,036
Dallo & Co. National City, CA Fixture Aug-96 0 81,278 81,278
Danbury Eye Physicians Danbury, CT Telecommunications Mar-93 0 25,267 25,267
Danbury Printing & Litho Danbury, CT Telecommunications May-93 0 69,330 69,330
Danville Ob/Gyn Assoc. Windsor, CT Medical Mar-93 0 41,481 41,481
Dark House Comics, Inc. Milwaukie, OR Manufacturing & Production May-94 57,129 6,362 63,492
Data Works Glen Avon, CA Printing Nov-92 0 27,068 27,068
Datahr Rehabilitation Brookfield, CT Telecommunications Mar-93 0 27,960 27,960
David A. Grossman DDA Baldwin, NY Medical Aug-95 0 86,381 86,381
David A. Kamlet, MD New York, NY Medical Aug-95 0 27,479 27,479
Debra L. Bowers, Dds Largo, FL Medical Sep-96 0 55,750 55,750
Deburr Company Inc. Plantsville, CT Manufacturing & Production May-95 0 34,928 34,928
Decarlo & Doll Inc. Hamden, CT Telecommunications May-93 0 25,611 25,611
Deitsch Plastic Co. Inc. West Haven, CT Telecommunications May-93 0 32,671 32,671
Dejean Construction Co. Texas City, TX Computers Apr-95 0 36,633 36,633
Del Taco Laguna Hills, CA Restaurant Apr-96 0 492,266 492,266
Del Taco Laguna Hills, CA Restaurant Apr-96 0 459,026 459,026
Delta Video Duplicating Anaheim, CA Video Production Nov-92 0 30,301 30,301
Delta Video, Inc. Anaheim, CA Video Production May-94 0 43,569 43,569
Delta Video, Inc. Anaheim, CA Audio Sep-97 0 27,595 27,595
Denville Bagel Baking Denville, NJ Restaurant Nov-92 0 25,863 25,863
Detroit Osteopathic Hospital Southfield, MI Medical Mar-93 0 47,853 47,853
Digital Computing System Bryan, TX Furniture Mar-93 0 39,735 39,735
Digital Operations Technical New York, NY Computers Mar-93 0 41,797 41,797
Dillon Video Production Ocala, FL Video Production Apr-93 0 28,363 28,363
Dino's Dallas, TX Agriculture Nov-92 0 31,460 31,460
Discovery Research Group Salt Lake City, UT Copiers Nov-92 0 25,820 25,820
Distrib. Svcs. Of Atlanta,Inc Hapeville, GA Fixture Nov-96 0 29,892 29,892
Distribution Svcs Of Atlnta Hopeville, GA Fixture Sep-96 0 34,488 34,488
Diversified Business Svcs. Newport Beach, CA Telecommunications Nov-97 0 31,019 31,019
Do Net Inc. Dayton, OH Computers Sep-97 0 29,221 29,221
Donald L. Eger Jr., Inc. Cincinnati, OH Computers May-94 27,791 2,788 30,579
Double Day, Inc. Grand Island, NY Mining Dec-97 0 558,796 558,796
Douglas F. Johnson Hillsboro, TX Manufacturing & Production Jun-94 25,853 2,848 28,701
Dralco, Inc. Weatherford, TX Manufacturing & Production Aug-96 0 46,589 46,589
Driscoll Motors, Inc. Hartford, CT Telecommunications May-93 0 44,565 44,565
Drs. Nat-Grant Associates Windsor, CT Medical Mar-93 0 54,018 54,018
Drs. Tobin, Zwiebel & Aptman Miami, FL Telecommunications. Aug-96 0 39,334 39,334
Drummey Donuts, Inc. Norwood, MA Restaurant Mar-93 0 34,171 34,171
Dubois Growers, Inc. Boynton Beach, FL Retail Dec-96 0 29,755 29,755
Dunk Donuts&Baskin Robbins Austin, TX Restaurant Jan-98 0 26,586 26,586
Dynaco Corp. Tempe, AZ Computers Nov-97 0 57,044 57,044
Dynatenn, Inc. Weymouth, MA Manufacturing & Production Mar-93 0 55,208 55,208
Dynatenn, Inc. Weymouth, MA Computers Mar-93 0 55,262 55,262
E & V Bakery Dba, Morris Park Bronx, NY Restaurant Dec-97 0 66,216 66,216
Eagle Vision, Inc. Stamford, CT Video Production Jan-97 0 33,538 33,538
East Hartford Ltd. Windsor, CT Medical Mar-93 0 37,746 37,746
Easter Seal Society Hebron, CT Telecommunications Mar-93 0 27,304 27,304
Eastway Metals Cleveland Heigh, OH Manufacturing & Production Nov-92 0 29,361 29,361
Edison Brothers Stores, Inc. St. Louis, MO Retail Jun-94 7,642,182 606,511 8,248,693
Edmond's Corner Body Shop Chesapeake, VA Automotive Nov-92 0 28,783 28,783
Edward Greenberg Nyack, NY Video Production Mar-95 0 35,848 35,848
Elderhaus Concepts, Ltd. Madison, WI Furniture Nov-96 0 39,966 39,966
Electronic Imaging Center, Boston, MA Printing Oct-97 0 31,245 31,245
Electronic Media Equip. West Bond, WI Material Handling Dec-96 0 53,542 53,542
Ellen Fitzenrider Barnwell, SC Medical Nov-92 0 27,619 27,619
Ellit Fms Ht Dgs dba 1st Ell. N. Chelmsford, MA Restaurant Sep-97 0 48,899 48,899
Ellman Hahn Schwartz Windsor, CT Medical Mar-93 0 39,195 39,195
Emco Sales & Service Inc North Bergen, NJ Manufacturing & Production Aug-95 0 28,568 28,568
Emerald Studios, Inc. San Diego, CA Video Prodroduction Oct-97 0 52,446 52,446
Empac Design, Inc. Dallas, TX Printing Mar-93 0 30,984 30,984
Empire of Orange Realtors Pomona, NY Furniture Nov-92 0 31,271 31,271
Engineers Country Club, Inc. Rosalyn Harbor, NY Medical Mar-93 0 31,210 31,210
Enthone Omi, Inc. West Haven, CT Telecommunications Mar-93 0 29,686 29,686
Enthone Omi, Inc. West Haven, CT Telecommunications Nov-93 0 53,318 53,318
Enthone Omi, Inc. West Haven, CT Telecommunications May-93 0 34,295 34,295
Enthone Omi, Inc. West Haven, CT Telecommunications Mar-93 0 35,855 35,855
Eratex Enterprise, Inc. Los Angeles, CA Manufacturing & Production Dec-97 0 28,769 28,769
Ernie Sandoval Enterprises Oceanside, CA Restaurant May-96 0 38,992 38,992
Ernie'S Auto Parts Dba WES Monrovia, CA Computers Sep-97 0 29,575 29,575
Ernie'S Auto Parts Dba WES Monrovia, CA Computers Dec-97 0 35,795 35,795
ESM/Exton, Inc. Blue Bell, PA Restaurant Dec-94 0 416,000 416,000
ETS Water & Waste Mgt. Roanoke, VA Manufacturing & Production Jan-97 0 34,310 34,310
Eugene Shiffett Stafford, VA Transportation Mar-93 0 35,688 35,688
Evernet Education Services Los Angeles, CA Computers May-94 24,423 3,043 27,466
Evolution Film & Tape North Hollywood, CA Video Production Jul-96 0 43,749 43,749
Ewing Farms, Inc. Smyrna, DE Transportation Mar-93 0 39,403 39,403
Excel Mortgage Corp. Grand Rapids, MI Computerss Jan-97 0 56,631 56,631
Executrain of Texas Dallas, TX Computers Apr-95 0 53,872 53,872
Extech Instruments Corp. Waltham, MA Computers Mar-93 0 34,725 34,725
Eye Care Centers San Antonio, TX Retail Dec-97 0 1,506,853 1,506,853
F.D. Mcginn, Inc. Providence, RI Material Handling Jul-96 0 44,150 44,150
Fair Auto Supply Bridgeport, CT Telecommunications Mar-93 0 32,206 32,206
Fairmont Re-Bar Fabricators Miami, FL Computers Aug-97 0 31,791 31,791
Faith Pleases God Church Harlingen, TX Fixture Apr-95 0 30,127 30,127
Fallick Klein Partnership Houston, TX Manufacturing & Production Apr-95 0 27,615 27,615
Family Foodservice, Inc. Ft. Pierce, FL Restaurant Sep-97 0 51,164 51,164
Fantastic Sam Dba Alverben St. Petersbur, G FL Fixture Oct-97 0 27,759 27,759
Fantastic Sam'S Dba Gorski Mobile, AL Fixture Sep-97 0 53,427 53,427
Farah H Vikoren, MD Windsor, CT Medical Mar-93 0 48,666 48,666
Farish Media Dba Robert Far. Kailua Kona, HI Telecommunications Aug-97 0 45,919 45,919
Farm Acquisitions Corporation Pomfret, CT Telecommunications May-93 0 52,754 52,754
Farm To Market Inc. Laguna Niguel, CA Retail Oct-96 0 55,257 55,257
Farmco, Inc. Seguin, TX Manufacturing & Production Jul-93 0 160,202 160,202
Felecia L. Dawson Md Atlanta, GA Medical May-95 0 33,861 33,861
Fergy's Expresso Seattle, WA Restaurant Nov-92 0 32,458 32,458
Fi-Del, Inc. Bridgeville, PA Fixture Nov-97 0 49,896 49,896
Fidelity Funding Financial Dallas, TX Furniture Sep-97 0 42,052 42,052
Field's Bakery, Inc. Pleasentville, NJ Restaurant Mar-93 0 37,631 37,631
Figs West Hollywood, CA Restaurant Nov-92 0 25,400 25,400
Filterfresh Denver, Inc. Denver, CO Restaurant Mar-93 0 33,886 33,886
First Quality Health Care Chicago, IL Medical Nov-92 0 31,460 31,460
First Stop Bagel, Inc. Babylon, NY Restaurant Nov-92 0 31,460 31,460
Fiserv New Haven, Inc. Wallingford, CT Computers May-93 0 39,751 39,751
Fit Physique, Inc. Longview, WA Manufacturing & Production Nov-92 0 34,174 34,174
Flextex Pinellas Park, FL Printing Nov-92 0 33,251 33,251
Flint Hill School Oakton, VA Retail Mar-93 0 26,950 26,950
Floor Covering Interiors, Inc.Tucson, AZ Manufacturing & Production Aug-94 0 28,449 28,449
Florida Health, Inc. Boca Raton, FL Medical Oct-97 0 55,017 55,017
Florida Homes Showcase, Inc. Lake City, FL Telecommunications Mar-93 0 26,532 26,532
Food Dude, Inc. Torrance, CA Computers May-96 0 35,835 35,835
Food For Thought Exton, PA Restaurant Nov-92 0 30,609 30,609
Footprints Blueprinting San Luis Bispop, CA Photography Aug-96 0 35,757 35,757
Forward Logistics Group Orlando, FL Material Hndlng Feb-98 0 39,743 39,743
Foster Medical Supply Inc Hartford, CT Telecommunications May-93 0 30,034 30,034
Foto 1 Dba, N Focus, Inc. Morgantown, WV Manufacturing & Production Dec-97 0 25,902 25,902
Francis Poirier Ellington, CT Printing Mar-93 0 42,219 42,219
Francis Poirier Ellington, CT Manufacturing & Production Mar-93 0 33,236 33,236
Fred Talarico MD Utica, NY Manufacturing & Production Aug-95 0 26,788 26,788
Freedman & Lorry, P.C. Philadelphia, PA Computers Oct-97 0 77,364 77,364
Freemont House Of Pizza, Inc. Fremont, NH Restaurant Nov-92 0 26,510 26,510
Fuel Cell Manufacturing Danbury, CT Telecommunications May-93 0 25,265 25,265
Fuller Roberts Clinic, Inc. Windsor, CT Medical Mar-93 0 50,236 50,236
Future Hopes, Inc. Miami, FL Restaurant Dec-96 0 50,356 50,356
Future Productions, Inc. New York, NY Video Production Mar-93 0 41,473 41,473
G And M Music Co., Inc. Sumter, SC Fixtures May-97 0 100,000 100,000
Gale H. Pike Laguna Beach, CA Furniture Dec-92 0 40,283 40,283
Gale H. Pike Laguna Beach, CA Furniture Dec-92 0 63,573 63,573
Gale H. Pike Laguna Beach, CA Furniture Dec-92 0 60,286 60,286
Game Creek Video L.P. Amherst, NH Video Prodroduction Oct-97 0 63,004 63,004
Gamma One, Inc. North Haven, CT Telecommunications May-93 0 31,131 31,131
Garcia Masonry Inc. San Diego, CA Computerss Dec-96 0 39,688 39,688
Garrison Fuel Oil Of L.I. Plainview, NY Office Equipment Aug-95 0 29,013 29,013
Gary Eagan Easton, MA Restaurant Mar-93 0 38,295 38,295
Gas Post & Savemart Stores Pelham Manor, NY Fixture Jan-97 0 31,718 31,718
Gasoline Merchants, Inc. Waltham, MA Automotive Mar-93 0 29,568 29,568
Gasoline Merchants, Inc. Waltham, MA Environmental Mar-93 0 35,439 35,439
Gaspari Corp. Ocean Township, NJ Medical Mar-93 0 48,434 48,434
GCSG Ob-Gyn Associates Windsor, CT Medical Mar-93 0 38,372 38,372
General Foam Sun Valley, CA Construction Mar-93 0 39,399 39,399
General Video-Tex Corp. Cambridge, MA Computers Mar-93 0 27,775 27,775
Genesis Mobile Diagnostic, Miami, FL Medical Nov-92 0 31,772 31,772
Geno's West Jefferson, NC Restaurant Nov-92 0 27,626 27,626
Gibson Co. Norwalk, CT Telecommunications May-93 0 237,384 237,384
Glastonbury Glastonbury, CT Telecommunications May-93 0 57,940 57,940
Gldbrg&Assoc. Dba Max. Reloj Omaha, NE Manufacturing & Production Sep-97 0 33,266 33,266
Goldbergs New York Bagels Bethlehem, PA Restaurant Dec-97 0 106,434 106,434
Golden Corral Steakhouse Hueytown, AL Restaurant Nov-92 0 28,005 28,005
Goldgate Enterprises, Inc. Corpus Christi, TX Manufacturing & Production Jun-95 0 27,357 27,357
Gold's Gym Canton, MA Medical Nov-92 0 29,529 29,529
Gourmet Boutique, Llc Jamaica, NY Restaurant Dec-97 0 68,231 68,231
Grace Marketplace Dba Doria New York, NY Restaurant Sep-97 0 74,456 74,456
Grady & Dicks, A Law Corp. San Diego, CA Computers Jan-98 0 84,977 84,977
Grand Union Wayne, NJ Retail Dec-93 0 331,713 331,713
Grand Union Wayne, NJ Retail Dec-93 0 260,075 260,075
Grand Union Passaic, NJ Retail Dec-93 0 217,409 217,409
Grandma'S Bagels, Inc. Bend, OR Restaurant Dec-97 0 64,586 64,586
Graphic Data of New Jersey Mount Laurel, NJ Computers Mar-93 0 46,867 46,867
Graphic Options Inc. Plainview, NY Printing Jan-96 0 42,141 42,141
Graphic Press Flint, MI Printing Dec-92 24,124 2,371 26,495
Graphic Services, Inc. Tacoma, WA Manufacturing & Production Jun-94 39,350 4,899 44,249
Graphic Trends Paramount, CA Printing Jan-97 0 53,233 53,233
Graphik Dimensions Ltd. Flushing, NY Computers Mar-93 0 29,999 29,999
Great American Remodeling Ft Walton Bea, CH FL Construction Sep-97 0 53,767 53,767
Greaves, Walker, Inc. Mobile, AL Retail Dec-96 0 49,573 49,573
Green Acres Land Dev. Powells Point, NC Manufacturing & Production Feb-98 0 33,617 33,617
Grolier, Inc. Danbury, CT Telecommunications Mar-93 0 32,525 32,525
Grolier, Inc. Danbury, CT Telecommunications Mar-93 0 29,427 29,427
Gruen Optika Corp. New York, NY Medical Dec-97 0 47,076 47,076
Guadalajara Mexican Deli Tracy, CA Restaurant Nov-92 0 26,037 26,037
Gulf Coast Landscaping Corp. Mobile, AL Construction Aug-97 0 31,881 31,881
Gumby'S Pizza Systems Inc. Gainesville, FL Restaurant Apr-95 0 26,879 26,879
Gun Hill Collision Bronx, NY Manufacturing & Production Apr-93 0 26,341 26,341
H & J Amoco Gambrills, MD Fixture Sep-96 0 98,987 98,987
H & R Block Lebanon, TN Computers Nov-92 0 28,540 28,540
H & R Family Foods, Inc. Lancaster, SC Fixture Sep-97 0 46,439 46,439
H & S Construction New Salisbury, IN Construction Feb-98 0 73,104 73,104
H & T Tool Fairfield, NJ Manufacturing & Production Nov-92 0 27,286 27,286
H. John Schutze DDS Queensbury, NY Computers Aug-95 0 33,429 33,429
Hahner, Foreman & Harness Wichita, KS Computers Mar-96 0 41,888 41,888
Haig Press, Inc. Hauppauge, NY Printing Sep-96 0 37,617 37,617
Harco Laboratories, Inc. Branford, CT Telecommunications Mar-93 0 25,156 25,156
Harlan King & Associates Reno, NV Computers May-96 0 46,553 46,553
Harold Hawes Charlottesville, VA Transportation Mar-93 0 33,760 33,760
Harold Hawes Charlottesville, VA Transportation Mar-93 0 47,557 47,557
Harold Wasson, Jr. Corona, CA Furniture Mar-93 0 38,041 38,041
Harrison & King Music Co., Hartsville, SC Fixtures May-97 0 100,000 100,000
Harr'S Surf & Turf Markets Palm Harbor, FL Fixture Jan-98 0 55,740 55,740
Harry's Oyster Bar Club Oklahoma City, OK Restaurant Nov-92 0 30,806 30,806
Hazen Inc East Moline, IL Manufacturing & Production Dec-92 27,486 4,926 32,412
Hazen, Inc. East Moline, IL Environmental Feb-93 0 52,425 52,425
HBO & Co. Atlanta, GA Computers Sep-93 843,016 113,310 956,326
HBO & Co. Atlanta, GA Computers Sep-93 269,389 49,673 319,063
HBO & Co. Atlanta, GA Computers Sep-93 385,363 69,995 455,358
HBO & Co. Atlanta, GA Computers Sep-93 58,230 10,750 68,980
HBO & Co. Atlanta, GA Computers Sep-93 100,579 18,568 119,147
HBO & Co. Atlanta, GA Computers Sep-93 152,343 28,124 180,467
HBO & Co. Atlanta, GA Computers Sep-93 332,268 61,340 393,608
Health Systems International Wallingford, CT Telecommunications May-93 0 55,360 55,360
Hearndon Construction, Inc. Micco, FL Construction Nov-97 0 43,478 43,478
Hebrew Home & Hospital West Hartford, CT Telecommunications May-93 0 110,600 110,600
Hedges, David C. Nashville, TN Retail Mar-93 0 32,425 32,425
Helotes Contractors, Inc. Austin, TX Video Prodroduction Nov-97 0 30,891 30,891
Helvetia Coal Company Indiana, PA Mining Dec-92 151,276 66,138 217,414
Helvetia Coal Company Indiana, PA Mining Dec-92 427,481 151,020 578,501
Hendersonville Obst. Windsor, CT Medical Mar-93 0 44,348 44,348
Hesco, Inc. Watertown, SD Manufacturing & Production Jun-94 39,746 4,586 44,333
Hickey Chemists Ltd. New York, NY Computers Aug-95 0 28,393 28,393
Hi-G Company Inc. Pitman, NJ Telecommunications May-93 0 26,945 26,945
Himani Enterprises, Inc. Rego Park, NY Restaurant Mar-93 0 27,299 27,299
Hi-Tech of DFW Hurst, TX Automotive Nov-92 0 29,299 29,299
Hms Steakhouse Of Tampa Tampa, FL Retail Nov-97 0 56,990 56,990
Hocking Chemical Corp. National City, CA Manufacturing & Production Apr-93 0 29,699 29,699
Holy Bagel Hackettstown, NJ Restaurant Nov-92 0 30,904 30,904
Homecare, Inc. Wallingford, CT Computers Oct-97 0 43,764 43,764
Homesteaders Life Company Des Moines, IA Printing Feb-93 0 26,777 26,777
Hometown Buffet, Inc. San Diego, CA Restaurant Feb-95 0 618,000 618,000
Honey Dew Associates, Inc. Planville, MA Restaurant Mar-93 0 47,019 47,019
Hospitality Franchise Systems Parsippany, NJ Furniture Mar-93 0 40,219 40,219
Hospitality Springs Atlanta, GA Restaurant Dec-93 0 126,000 126,000
Hot Spot Casino, Inc. Surfside, SC Fixture Aug-97 0 49,131 49,131
Hough Krating, Inc. Richburg, SC Material Handling Sep-97 0 27,771 27,771
Houston Sportsco, Inc. Houston, TX Restaurant Jan-97 0 27,110 27,110
HPK Corporation Mesquite, TX Manufacturing & Production Mar-95 0 26,949 26,949
HTB Restaurant, Inc. Salt Lake City, UT Restaurant Mar-94 0 425,871 425,871
HTB Restaurant, Inc. Salt Lake City, UT Restaurant Mar-94 0 426,137 426,137
Huggos Rest. Dba Olu Kai Ltd Kailua-Kona, HI Restaurant Sep-97 0 52,935 52,935
Huston-Lynn Enterprises Inc. Indianapolis, IN Restaurant Equipment Jan-96 0 26,384 26,384
Icm Conversion, Inc. Phoenix, AZ Retail Dec-96 0 50,118 50,118
Idea Television Washington, DC Video Production Aug-96 0 49,286 49,286
Il Bacio, Inc. Marlboro, NJ Restaurant Nov-92 0 30,866 30,866
Ild Teleservices, Inc. Dallas, TX Telecommunications Dec-97 0 1,080,625 1,080,625
Image Data Management Systems Orange, CA Manufacturing & Production Nov-92 0 25,762 25,762
Immaculate Conception Church Towson, MD Retail Mar-93 0 25,891 25,891
Impressions, Inc. East Windsor, CT Computers Mar-93 0 44,541 44,541
In Hyun Cho Whitestone, NY Manufacturing & Production Aug-95 0 34,285 34,285
Indiana Michigan Power Co. Columbus, OH Material Handling Sep-92 9,082,384 363,295 9,445,679
Indiana Michigan Power Co. Columbus, OH Material Handling Sep-92 0 4,610,840 4,610,840
Industrial Electric Service Hawthorne, NJ Manufacturing & Production Jan-97 0 61,390 61,390
Innerdyne Medical, Inc. Sunnyvale, CA Furniture May-94 24,481 2,600 27,081
Inquo, Inc. Draper, UT Computers Oct-97 0 40,118 40,118
Inrad, Inc. Northvale, NJ Computers Mar-93 0 57,087 57,087
Inrad, Inc. Northvale, NJ Manufacturing & Production Mar-93 0 41,547 41,547
Intense Bodyworks, Inc. Edgewood, NY Medical Mar-93 0 48,200 48,200
Inter-Church Residences Inc Bridgeport, CT Telecommunications May-93 0 74,453 74,453
Intercommunictns Amer. Adventura, FL Computerss Nov-96 0 54,788 54,788
Inter-Financial Group Schaumburg, IL Furniture Apr-93 0 27,943 27,943
International Biotechnologies New Haven, CT Telecommunications May-93 0 68,672 68,672
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 91,681 16,147 107,828
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 59,963 10,194 70,157
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 27,603 4,837 32,439
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 40,710 7,022 47,732
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 928,919 168,139 1,097,058
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 366,711 60,948 427,660
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 540,297 92,579 632,877
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 337,702 56,148 393,850
International Software Frederick, MD Printing Dec-92 22,653 3,445 26,098
Internet Broadcasting Corp. New York, NY Video Prodroduction Sep-97 0 54,042 54,042
Investors Fudiciary Services Atlanta, GA Computers Nov-92 0 27,580 27,580
Isx Corp. Westlake Vila, GE CA Computers Nov-97 0 31,342 31,342
Item Nine Montpeller, VT Restaurant Mar-93 0 29,163 29,163
Itt Flygt Corporation Trumbull, CT Telecommunications May-93 0 56,986 56,986
Iverson Financial System Sunnyvale, CA Computers Jan-98 0 35,980 35,980
IVF America, Inc. Greenwich, CT Medical Dec-92 0 165,805 165,805
IVF America, Inc. Greenwich, CT Medical Dec-92 0 123,254 123,254
IVI Travel, Inc. Northbrook, IL Furniture Mar-93 0 35,784 35,784
IVI Travel, Inc. Northbrook, IL Furniture Mar-93 0 39,314 39,314
J & H Auto & Truck Repair Peabody, MA Fixture Dec-96 0 63,141 63,141
J&J Burger Dba Burger King Harrisburg, PA Restaurant Dec-93 0 149,773 149,773
J&J Burger Dba Burger King Harnsburg, PA Restaurant Dec-93 0 167,885 167,885
J. Baker, Inc. Canton, MA Manufacturing & Production Mar-94 0 265,815 265,815
J. Sunset Enterprises Sandy, UT Furniture Oct-97 0 27,111 27,111
J. Walter Thompson New York, NY Audio Jul-96 0 43,506 43,506
J. Walter Thompson USA, Inc. New York, NY Video Production Sep-93 0 80,952 80,952
J.L. Thompson Construction Co.Mt. Holly, NC Fixture Nov-97 0 47,285 47,285
J.M. Ney Company Bloomfield, CT Telecommunications Apr-96 0 41,813 41,813
J.W. Wood & Associates, Inc. Battle Creek, MI Retail Feb-98 0 81,331 81,331
Jackson Bistro&Bar Oidc Tampa, FL Telecommunications Dec-97 0 38,989 38,989
Jacobs Mfg Bloomfield, CT Telecommunications May-93 0 48,356 48,356
James Hill, Inc. New Milford, CT Automotive Jul-96 0 39,121 39,121
James Lyver East Hartford, CT Construction Mar-93 0 46,909 46,909
Janin Corp. Perth Amboy, NJ Computers Apr-93 0 26,047 26,047
Jardon & Howard Technologies Winter Park, FL Computerss Jan-97 0 39,743 39,743
Jaymee Housefield Ft. Walton Beac, FL Medical Mar-93 0 30,539 30,539
Jefferson Harvey Paschal Jeffeeersonville, GA Restaurant Jul-96 0 30,796 30,796
Jetson'S Inc. Edison, NJ Restaurant Feb-98 0 48,904 48,904
Jetstream Cafe Avon, CT Furniture Mar-93 0 28,537 28,537
Jim Whitman Studios, Inc. Clifton, NJ Computers Jun-94 35,732 4,183 39,914
Jimmy Mac'S Roadhouse Dba Renton, WA Retail Feb-98 0 36,861 36,861
Jo-Ann's Nut House Garden City, NY Manufacturing & Production Jun-93 0 28,691 28,691
John & Frank Chaung DDS New York, NY Medical Aug-95 0 36,143 36,143
John Baird, Inc. Palm Desert, CA Construction May-96 0 39,648 39,648
John F. Almeida Dairy Tulare, CA Agriculture Nov-92 0 28,070 28,070
John Hassell's Dry Cleaning Plano, TX Sanitation Nov-92 0 30,824 30,824
John Kruse DDS New York, NY Medical Aug-95 0 31,470 31,470
John M. Hulbrook New York, NY Furniture Mar-93 0 26,020 26,020
John Sandy Productions, Inc. Englewood, CO Video Prodroduction Dec-97 0 56,633 56,633
Jones Body Shop Omaha, NE Automotive Oct-97 0 42,058 42,058
Joseph H. Tees & Son Inc. Bensalem, PA Manufacturing & Production Aug-95 0 27,044 27,044
Joseph P. Mccain DMD PA Miami, FL Computers Aug-95 0 26,667 26,667
Joseph-Beth Booksellers OH Cincinnati, OH Audio Equipment Jan-96 0 26,373 26,373
Joyland Country Enterprises Clearwater, FL Restaurant Dec-92 0 52,369 52,369
Jpr Enterprises Inc. Marina Del Ray, CA Computers Jul-95 0 40,681 40,681
Jst Consultants, Inc. St. Charles, MO Computerss Nov-96 0 41,495 41,495
Juliet Cafe Billiards Poughkeepsie, NY Furniture Nov-92 0 25,428 25,428
K & K Ellsperman, Inc. Newburgh, IN Restaurant Sep-96 0 52,077 52,077
K & M Machine Co., Inc. Newport, NH Manufacturing & Production Mar-93 0 32,185 32,185
K.S. Fashions Inc. Los Angeles, CA Manufacturing & Production May-95 0 37,210 37,210
Kallmart Telecom, Inc. Satellite Beach, FL Computers Jan-98 0 49,152 49,152
Kaman Aerospace Bloomfield, CT Telecommunications May-93 0 276,151 276,151
Kaman Aerospace Bloomfield, CT Telecommunications May-93 0 55,660 55,660
Kaman Aerospace Bloomfield, CT Telecommunications Nov-95 0 131,743 131,743
Kaman Aerospace Bloomfield, CT Telecommunications Nov-95 0 70,544 70,544
Kaman Aerospace Bloomfield, CT Telecommunications Jan-94 0 208,323 208,323
Kaman Corp. Boston, MA Manufacturing & Production Mar-94 1,391,054 159,268 1,550,321
Karen Lietz Ionia, NY Material Handling May-94 24,280 3,135 27,415
Keja Associates Inc. Vista, CA Manufacturing & Production Aug-95 0 29,942 29,942
Kent Hylton Santa Paula, CA Construction Jun-96 0 56,620 56,620
Kent School Corp. Kent, CT Telecommunications May-93 0 69,262 69,262
Kerr Steamship Company, Inc. Rosemont, IL Telecommunications Mar-93 45,117 8,993 54,110
Kerrin Graphics & Printing Southbridge, MA Printing Sep-97 0 35,863 35,863
Keywest Instant Images Keywest, FL Computers Nov-92 0 25,361 25,361
Kidco Enterprises, Inc. New York, NY Computers Mar-95 0 31,667 31,667
Kiddoo, Roger Joy, IL Manufacturing & Production Jan-97 0 47,304 47,304
Kings Restaurant, Inc. Newark, NJ Restaurant Dec-97 0 28,601 28,601
Kinkos Of Thousand Oaks W. Lake Village, CA Furniture Aug-95 0 25,418 25,418
Kinnett Dairies, Inc. Columbus, GA Manufacturing & Production Aug-94 0 361,275 361,275
Klein Rubbish Removal Sarasota, FL Material Handling Mar-93 0 42,636 42,636
Knight-Ridder, Inc. Washington, DC Printing Mar-93 0 25,689 25,689
KNNC-FM Georgetown, TX Audio Nov-92 0 29,938 29,938
Koerner,Silberberg&Weiner New York, NY Furniture Aug-97 0 51,622 51,622
Koman Sportswear Manufac. Carlstadt, NJ Computers Mar-95 0 35,731 35,731
Komplete Packaging Service Arlington, TX Manufacturing & Production Dec-97 0 34,571 34,571
Kouri Capital Group, Inc. New York, NY Computers May-94 24,132 2,628 26,759
Kurzweil Applied Intelligence Waltham, MA Computers Mar-93 0 46,598 46,598
Kustaards Ltd. Bethel, CT Fixture Aug-95 0 49,980 49,980
L & N Label Co., Inc. Clearwater, FL Printing Mar-94 0 33,526 33,526
L.A. Food Services Sommerville, NJ Restaurant Nov-97 0 78,586 78,586
L.J. Construction, Inc. S. Brunswick, NC Construction Sep-97 0 44,931 44,931
La Bella Sausage, Inc. Brooksville, FL Fixture Nov-96 0 52,779 52,779
La Parisienne Bakery, Inc. Austin, TX Restaurant Nov-92 0 29,234 29,234
Laminaide, Inc. Bayshore, NY Manufacturing & Production Oct-97 0 42,348 42,348
Landsdale Hot. Assoc.Norfolk Norfolk, VA Retail Oct-97 0 39,319 39,319
Lane Foods, Inc. Providence, RI Restaurant Mar-93 0 39,811 39,811
Lane Randolph New Castle, DE Transportation Mar-93 0 39,868 39,868
Latham Tire St. Louis, MO Automotive Feb-93 0 37,371 37,371
Lawrence Dlghts Dba,Le-Liban Atlanta, GA Restaurant Dec-97 0 33,981 33,981
Lawrence Friedman Brooklyn, NY Furniture Mar-93 0 48,739 48,739
Lawrence Ob-Gyn Windsor, CT Medical Mar-93 0 47,062 47,062
Lechters, Inc. Harrison, NJ Copiers Mar-93 0 60,876 60,876
Lee Family Clinic Durant, OK Computers Aug-96 0 25,945 25,945
Legal Eagles Copy Service Irvine, CA Copiers Nov-92 0 29,195 29,195
Lenders Bagel Bakery West Haven, CT Computers Mar-93 0 49,402 49,402
Lester Telemarketing, Inc. Branford, CT Computers Dec-97 0 45,705 45,705
Life Reassur. Corp.America Stamford, CT Telecommunications Mar-93 0 48,004 48,004
Lilyblad Petroleum, Inc. Tacoma, WA Sanitation Mar-93 0 32,085 32,085
Linc Systems Corp. Bloomfield, CT Computers Mar-93 0 52,621 52,621
Linguistic Systems, Inc. Cambridge, MA Printing Mar-93 0 33,176 33,176
Lino Press New York, NY Manufacturing & Production Aug-95 0 49,039 49,039
Little Angel Foods, Inc. Daytona Beach, FL Restaurant Jan-98 0 58,027 58,027
LNS Group, Inc. Yantic, CT Telecommunications May-93 0 34,809 34,809
Load Star, Inc. Lavonia, GA Computers Mar-93 0 34,963 34,963
Lo-Est Printing Co., Inc. Carmel, IN Computers Mar-93 0 31,658 31,658
Loh Corporation Arlington, TX Computers Apr-95 0 42,005 42,005
Long Beach Acceptance Corp. Oradell, NJ Computerss Mar-97 0 366,242 366,242
Long Beach Acceptance Corp. Paramus, NJ Computers Dec-97 0 345,530 345,530
Long View Dyeing & Finishing Hickory, NC Manufacturing & Production Oct-97 0 28,349 28,349
Longford Homes of Nevada Las Vegas, NV Computers Nov-92 0 26,524 26,524
Louis Frey Co., Inc. New York, NY Computers Mar-93 0 39,059 39,059
Louis Vinagro Johnston, RI Construction Mar-93 0 45,714 45,714
Louis Vinagro Johnston, RI Manufacturing & Production Mar-93 0 58,707 58,707
Lowes Service Center, Inc. Northborough, MA Automotive Jan-98 0 86,125 86,125
Lung Diagnostics, Inc. Glenridge, NJ Medical Sep-96 0 35,492 35,492
Lustig & Brown Buffalo, NY Computers Sep-96 0 45,976 45,976
Mac Scan, Inc. Monterey Park, CA Computerss Nov-96 0 27,617 27,617
Machining Ctr Dba, Paul Gajda Slippery Rock, PA Manufacturing & Production Dec-97 0 43,539 43,539
Madeux Vending Fernandina, FL Restaurant Nov-92 0 30,824 30,824
Madison Board of Education Madison, CT Computers Mar-93 0 56,540 56,540
Magnetek Century Electric St. Louis, MO Telecommunications Dec-92 25,906 2,385 28,291
Magnitude Eight Productions Arieta, CA Audio Aug-97 0 59,823 59,823
Magnolia Studios, Inc. Burbank, CA Audio Nov-97 0 61,871 61,871
Management Professional Redondo Beach, CA Computers May-93 0 27,082 27,082
Manchester Ob/Gyn Associates Windsor, CT Medical Mar-93 0 43,662 43,662
Mancuso Sr. Inc. Houston, TX Manufacturing & Production Feb-96 0 35,600 35,600
Mandell Armor Design & Mfg Phoenix, AZ Manufacturing & Production Aug-97 0 54,192 54,192
Manhattan Cable Television New York, NY Copiers Mar-93 0 41,371 41,371
Manufacturer's Lease Co. Norwalk, CT Printing Mar-93 0 40,538 40,538
Manzo Contracting Co. Old Bridge, NJ Construction Aug-96 0 55,252 55,252
Marikina Engineers West Haven, CT Construction Mar-93 0 32,958 32,958
Marine Container, Inc. Los Angeles, CA Computers Jul-93 0 25,899 25,899
Marine Mgt Systems Stamford, CT Computers May-96 0 33,038 33,038
Mario J. Dominquez, DC La Puente, CA Medical Mar-95 0 25,922 25,922
Marios Of Boca Dba Boca Raton, FL Restaurant Dec-96 0 59,923 59,923
Mario'S Of Boca Dba,M.O.B Boca Raton, FL Retail Dec-97 0 25,899 25,899
Market Street Grill Columbus, OH Computers Nov-92 0 26,808 26,808
Maro Electronic's Bristol, PA Audio Jun-93 0 27,123 27,123
Marshall Real Sign Dba Real Chicago, IL Manufacturing & Production Oct-97 0 31,052 31,052
Martin Mcgrath DPM New York, NY Medical Aug-95 0 30,379 30,379
Martin'S, Inc. Baltimore, MD Fixture Sep-97 0 334,930 334,930
Marymount University Arlington, VA Retail Mar-93 0 40,501 40,501
Marymount University Arlington, VA Retail Mar-93 0 28,867 28,867
Masco Corporation of Indiana Cumberland, IN Computers Mar-93 0 28,127 28,127
Mashantucket Pequot Gaming Ledyard, CT Fixture Mar-93 0 44,078 44,078
Mashantucket Pequot Gaming Ledyard, CT Furniture Mar-93 0 26,271 26,271
Mashantucket Pequot Gaming Ledyard, CT Manufacturing & Production Mar-93 0 32,783 32,783
Mashantucket Pequot Gaming Ledyard, CT Computers Mar-93 0 35,365 35,365
Mashantucket Pequot Gaming Ledyard, CT Photography Mar-93 0 41,581 41,581
Mashantucket Pequot Gaming Ledyard, CT Fixture Mar-93 0 45,174 45,174
Mashantucket Pequot Gaming Ledyard, CT Photography Mar-93 0 36,441 36,441
Mashantucket Pequot Gaming Ledyard, CT Fixture Mar-93 0 29,456 29,456
Mashantucket Pequot Gaming Ledyard, CT Restaurant Mar-93 0 40,352 40,352
Mashantucket Pequot Gaming Ledyard, CT Furniture Mar-93 0 40,895 40,895
Mashantucket Pequot Gaming Ledyard, CT Restaurant Mar-93 0 33,126 33,126
Mashantucket Pequot Gaming Ledyard, CT Computers Mar-93 0 28,576 28,576
Mashantucket Pequot Gaming Ledyard, CT Telecommunications Mar-93 0 43,122 43,122
Mashantucket Pequot Gaming Ledyard, CT Furniture Mar-93 0 41,487 41,487
Mashantucket Pequot Gaming Ledyard, CT Computers Mar-93 0 40,460 40,460
Master Power Brakes, Ltd. Mooresville, NC Computers May-96 0 33,623 33,623
Masterweld Products South Bend, IN Manufacturing & Production Nov-97 0 53,431 53,431
Mazzetti & Associates, Inc. San Francisco, CA Computers Jul-96 0 31,565 31,565
Mc Cue Mortgage Co., Inc. New Britain, CT Telecommunications May-93 0 36,360 36,360
McCullough Oil Service Glen Rock, PA Fixture Dec-96 0 130,515 130,515
McKibben Communications Chatsworth, CA Video Production Dec-96 0 31,858 31,858
Med-Com & Health Services Pleasantville, NJ Computers Nov-97 0 40,569 40,569
Medeast, Inc. Pelham Manor, NY Medical Sep-97 0 115,664 115,664
Medical Deveploment Corp Of Hudson, FL Medical Jan-98 0 67,679 67,679
Medical Industries Of America Boynton Beach, FL Computers Jan-98 0 31,543 31,543
Medserve, Inc. Huntington, NY Medical Jan-98 0 32,691 32,691
Medstar Inc. Waterbury, CT Telecommunications May-93 0 115,110 115,110
Medstar, Inc. Waterbury, CT Medical Nov-92 0 28,789 28,789
Mee Mee Bakery San Francisco, CA Restaurant Sep-96 0 35,995 35,995
Mefa, Inc. Medford, MA Manufacturing & Production Nov-92 0 31,429 31,429
Megawats Dba,Saladin Westco San Francisco, CA Computers Dec-97 0 429,880 429,880
Mei-Chi-Na Beauty Intern. Irvine, CA Retail Oct-97 0 27,337 27,337
Meikejohn & Stone Clinic Pc Windsor, CT Medical Mar-93 0 53,763 53,763
Meirose & Friscia, P.A. Tampa, FL Computerss Nov-96 0 38,362 38,362
Mekka Java San Diego, CA Restaurant Nov-92 0 27,416 27,416
Melvin J.Kordon, MD PA Ellicott City, MD Medical Nov-92 0 28,945 28,945
Meridian Off-Road Center Butler, PA Automotive Jan-98 0 38,733 38,733
Merlin Printing, Inc. Amityville, NY Computers Jan-98 0 29,262 29,262
Mesh, Inc. Iselin, NJ Restaurant Mar-93 0 27,921 27,921
Met Fd & Jan Fd Corp Dba Swf Jackson Heights, NY Fixture Oct-97 0 50,581 50,581
Met Life Insurance Co. Clayton, MO Furniture Feb-94 0 37,773 37,773
Metal Leve Ann Arbor, MI Manufacturing & Production Sep-93 256,817 61,114 317,931
Metal Leve Ann Arbor, MI Manufacturing & Production Sep-93 241,282 54,650 295,931
Metal Leve Ann Arbor, MI Manufacturing & Production Sep-93 1,856,605 425,263 2,281,868
Metal Leve Ann Arbor, MI Manufacturing & Production Sep-93 963,924 220,375 1,184,300
Metal Leve Ann Arbor, MI Manufacturing & Production Sep-93 590,764 134,986 725,751
Metal Leve Ann Arbor, MI Manufacturing & Production Sep-93 504,410 115,125 619,534
Metal Leve Ann Arbor, MI Manufacturing & Production Sep-93 176,119 30,921 207,040
Metal Leve Ann Arbor, MI Manufacturing & Production Sep-93 1,636,613 389,489 2,026,102
Metric Display Corp. Dba, Providence, RI Manufacturing & Production Feb-98 0 29,595 29,595
Metrology Systems, Inc. Santa Ana, CA Manufacturing & Production Aug-93 0 29,446 29,446
Mhd, Inc. Wingate, TX Fixture Oct-97 0 46,655 46,655
Michael Gulotta DDS Holtsville, NY Medical Aug-95 0 25,070 25,070
Microgenesys, Inc. Meriden, CT Computers Mar-93 0 32,634 32,634
Microgenesys, Inc. Meriden, CT Manufacturing & Production Mar-93 0 27,458 27,458
Microgenesys, Inc. Meriden, CT Material Handling Mar-93 0 37,064 37,064
Microgenesys, Inc. Meriden, CT Manufacturing & Production Mar-93 0 53,737 53,737
Microgenesys, Inc. Meriden, CT Manufacturing & Production Mar-93 0 34,763 34,763
Micrographic Imaging Cameron Park, CA Printing Oct-96 0 31,114 31,114
Microwave Satellite Wycoff, NJ Computers Mar-93 0 37,346 37,346
Microwave Satellite Tech. Wyckoff, NJ Telecommunications Mar-96 0 49,538 49,538
Mid America Truck & Equip Rosemont, IL Material Handling Aug-95 0 29,476 29,476
Minute Mart Dba Breaux's Mart Lafayette, LA Computers May-93 0 57,277 57,277
Mirkin'S Ideal Cleaning Springfield, MA Manufacturing & Production Aug-95 0 30,185 30,185
Mission Fitness Center Mission, KS Furniture Nov-92 0 28,092 28,092
Mission Fitness Center Mission, KS Office Equipment Nov-92 0 29,404 29,404
Mntn Comprehensive Health Whitesbury, KY Computers Aug-96 0 25,864 25,864
Mobile Clean, Inc. Adel, IA Construction Oct-97 0 55,667 55,667
Mobile Imaging Smithtown, NY Medical Oct-96 0 50,736 50,736
Mobile Radiology Services Philadelphia, PA Medical Aug-95 0 42,109 42,109
Mohawk Ltd. Chadwicks, NY Manufacturing & Production Aug-95 0 33,624 33,624
Mold Clinic Inc West Union, SC Computerss Oct-96 0 26,652 26,652
Mona Lisa Bakery Brooklyn, NY Manufacturing & Production Nov-96 0 32,391 32,391
Money Concepts, Inc. Dallas, TX Computers Nov-97 0 44,014 44,014
Monmouth Mower, Inc. Middletown, NJ Computers Jun-93 0 28,614 28,614
Moore Special Tool Co. Bridgeport, CT Telecommunications May-93 0 92,193 92,193
Morande Ford, Inc. Berlin, CT Telecommunications May-93 0 45,398 45,398
Moreau & Moreau South Barre, VT Fixture Jul-96 0 102,455 102,455
Morgan's Creative Restaurant Brachwood, OH Restaurant Dec-94 0 205,463 205,463
Morgan's Creative Restaurant Beachwood, OH Restaurant Nov-94 0 191,984 191,984
Mt Administrative Corp Roswell, NM Restaurant Dec-96 0 46,940 46,940
Murphy & Beane New London, CT Telecommunications Mar-93 0 34,887 34,887
Mutnick Productions Santa Monica, CA Video Production Sep-96 0 54,449 54,449
N & N Petroleum, Inc. Pelham, NH Fixture Jan-97 0 270,523 270,523
N & T Supermarkets Inc. Warminster, PA Retail Aug-95 0 31,866 31,866
Nassau Mobil, LLC Nassau, NY Fixture Mar-96 0 56,035 56,035
National Bio Systems, Inc. Rockville, MD Copiers Mar-93 0 44,574 44,574
National Sales Services, Inc. Danbury, CT Computerss Feb-97 0 41,485 41,485
National Tele-Communications Bloomfield, NJ Computers Sep-97 0 363,630 363,630
Natural Pantry Simi Valley, CA Environmental Nov-92 0 25,027 25,027
Nedlloyd Unitrans Duesseldorf,Germany Material Handling Jun-97 0 724,982 724,982
Nelco Rehab. Medical Services Jackson Heights, NY Computers Aug-95 0 38,811 38,811
Neptune Dental Associates Brooklyn, NY Medical Aug-95 0 35,976 35,976
Network Programs Network Piscataway, NJ Computers Oct-97 0 51,172 51,172
Neumonics, Inc. Hopkinton, MA Computers Mar-93 0 25,436 25,436
New Age Auto Repair Culver City, CA Automotive Nov-97 0 43,444 43,444
New Britain Memorial Hospital New Britain, CT Telecommunications Mar-93 0 48,190 48,190
New Canaan Public Schools New Canaan, CT Telecommunications Mar-93 0 29,708 29,708
New Country Motors Cars Hartford, CT Telecommunications Dec-95 0 27,644 27,644
New Horizons Com. Lrnng Metairie, LA Computers Nov-97 0 27,183 27,183
New Mexico Eye Clinic Albuquerque, NM Medical May-94 43,200 5,269 48,469
New Opportunities Waterbury, CT Telecommunications Mar-93 0 39,030 39,030
New Wave Graphics Costa Mesa, CA Computers Nov-92 0 29,982 29,982
New York Institute Tarrytown, NY Computers Mar-93 0 52,840 52,840
Nidec Corporation Torrington, CT Telecommunications May-93 0 48,477 48,477
Nissa High Resolution Cmyk Woodland Hills, CA Copiers Dec-97 0 29,743 29,743
Nistico Inc. Yonkers, NY Restaurant Sep-97 0 38,514 38,514
Nordberg Capital Inc. New York, NY Computers Aug-95 0 26,936 26,936
Normandy Station, Inc. Sanford, FL Medical Mar-93 0 41,866 41,866
North Aurora Inn, Inc. North Aurora, IL Fixture Dec-96 0 30,482 30,482
North Central Broadcasting Nappanee, IN Furniture Nov-92 0 25,828 25,828
North Island Amusement, Inc. Conway, SC Fixture Sep-97 0 46,838 46,838
Northeast Nuclear Energy Co. Hartford, CT Telecommunications May-93 0 776,263 776,263
Nos Communications, Inc. Bethesda, MD Computers Aug-97 0 229,916 229,916
Novametrix Medical Wallingford, CT Telecommunications May-96 0 28,317 28,317
Novametrix Medical Sys. Inc. Wallingford, CT Telecommunications May-93 0 62,676 62,676
NTN Communications, Inc. Carsbad, CA Telecommunications Oct-96 0 1,137,500 1,137,500
Oak Park Electronics Raleigh, NC Computers Nov-92 0 26,707 26,707
Oakdale Images Inc. Binghamton, NY Video Production Nov-96 0 55,008 55,008
Oakdale Locksmith Oakdale, CA Manufacturing & Production Apr-93 0 26,398 26,398
Oakdale Printing Company Detroit, MI Printing Nov-97 0 75,000 75,000
Oaks Mill, Inc. Gainsville, FL Retail May-96 0 28,814 28,814
Oakwood Card & Gifts Edison, NJ Fixture Nov-92 0 28,886 28,886
Ob-Gyn Assoc. of Arlington Windsor, CT Medical Mar-93 0 44,475 44,475
Ob-Gyn Columbus Windsor, CT Medical Mar-93 0 50,961 50,961
Obstetrics & Gynecolgoy Windsor, CT Medical Mar-93 0 38,828 38,828
Old World Foods & Spaghetti Portland, OR Restaurant Jan-97 0 44,710 44,710
Oldies 98 Diner Bartlett, TN Restaurant Nov-92 0 28,102 28,102
Olympian Discount Mart, Inc. Los Angeles, CA Fixture Oct-97 0 52,760 52,760
Omni Surgical Cupply Farmingdale, NY Office Equipment May-96 0 117,539 117,539
On Line Data, Inc. Richardson, TX Computers Mar-93 0 27,576 27,576
On Site Deland, Inc. Altamonte Springs, FL Telecommunications Mar-93 0 35,575 35,575
On Site Dyer Square, Inc. Altamonte Springs, FL Telecommunications Mar-93 0 39,329 39,329
Onty Casting Corp. New York, NY Manufacturing & Production Oct-97 0 28,324 28,324
Orange Police Orange, CT Telecommunications Mar-93 0 33,493 33,493
Orient Exquisite Orlando, FL Fixture Apr-96 0 53,913 53,913
Our Front Porch Pittsford, NY Computers Jun-93 0 29,125 29,125
Oyster River Petroleum, Inc. West Haven, CT Transportation Mar-93 0 33,045 33,045
Ozone Diagnostics Inc. Ozone Park, NY Medical Aug-95 0 27,759 27,759
P.D. Ricci Kent, NY Construction Feb-98 0 34,414 34,414
Pacific Access Computers Rancho Cordova, CA Computerss Jan-97 0 36,537 36,537
Pacific Bagel Rancho Margarita, CA Restaurant Jun-96 0 220,000 220,000
Pacific Bagel Partners Rancho Margarita, CA Restaurant May-96 0 220,000 220,000
Pacific Diezo Products Gardenia, CA Fixture Nov-97 0 51,870 51,870
Pacific Shore Funding Lake Forest, CA Furniture Dec-97 0 66,733 66,733
Palestrini Film Editing, Inc. New York, NY Video Production Mar-93 0 30,290 30,290
Palm Beach Kennel Club W.Palm Beach, FL Telecommunications Jan-97 0 29,457 29,457
Panagos Services Station Queens Village, NY Automotive Mar-93 0 37,489 37,489
Panama City Disposal, Inc. Panama City, FL Construction Aug-97 0 54,509 54,509
Panaram International Belleville, NJ Automotive Oct-96 0 34,890 34,890
Panoram Technologies Inc. Burbank, CA Video Production Jan-97 0 51,147 51,147
Papa Kelsey's Pizza Twin Falls, ID Restaurant Nov-92 0 28,098 28,098
Paragon Receivable Mgmt Goose Creek, SC Computers Sep-97 0 50,899 50,899
Paragon Steak House San Diego, CA Restaurant Dec-93 0 412,517 412,517
Paragon Steak House San Diego, CA Restaurant Dec-93 0 427,214 427,214
Paragon Steakhouse Rest San Diego, CA Restaurant Dec-94 395,347 46,582 441,929
Paragon Steakhouse Rest San Diego, CA Furniture Jul-94 326,431 38,238 364,669
Paragon Steakhouse Rest San Diego, CA Restaurant May-94 781,885 91,434 873,319
Paragon Steakhouse Rest San Diego, CA Restaurant Sep-94 418,639 48,960 467,599
Paragon Steakhouse Rest San Diego, CA Restaurant Mar-95 1,944,996 138,637 2,083,633
Paragon Steakhouse Rest San Diego, CA Furniture Oct-94 390,849 45,968 436,817
Paragon Steakhouse Rest San Diego, CA Restaurant Nov-94 269,224 31,488 300,712
Paragon Steakhouse Rest San Diego, CA Restaurant Jan-95 79,578 5,892 85,470
Paragon Steakhouse Rest San Diego, CA Restaurant Apr-95 186,883 21,789 208,672
Parctec, Inc. New York, NY Retail Dec-93 39,158 3,565 42,723
Parctec, Inc. New York, NY Retail Dec-93 79,437 7,231 86,669
Parctec, Inc. New York, NY Retail Nov-93 88,165 7,670 95,836
Parctec, Inc. New York, NY Retail Dec-93 83,894 7,299 91,192
Parctec, Inc. New York, NY Retail Nov-93 40,752 3,545 44,298
Parctec, Inc. New York, NY Retail Dec-93 119,197 10,851 130,048
Parctec, Inc. New York, NY Retail Dec-93 41,400 3,769 45,168
Parctec, Inc. New York, NY Retail Dec-93 131,040 11,400 142,440
Parctec, Inc. New York, NY Retail Dec-93 74,954 6,823 81,778
Parctec, Inc. New York, NY Retail Dec-93 321,220 29,242 350,462
Parctec, Inc. New York, NY Retail Dec-93 49,912 4,544 54,456
Parctec, Inc. New York, NY Retail Nov-93 203,367 17,693 221,059
Parker Oil Co., Inc. South Hill, VA Fixture Dec-96 0 320,737 320,737
Parkside Mill, Inc. Atlanta, GA Retail Jul-96 0 49,393 49,393
Parkview Nursing Home Bountiful, UT Manufacturing & Production Nov-92 0 31,620 31,620
Parthenon Glass, Inc Brooklyn, NY Manufacturing & Production Jan-98 0 28,153 28,153
Pasta Blitz, Inc. Rockaway, NJ Restaurant Mar-93 0 49,972 49,972
Pathmark Stores Inc Carteret, NJ Fixture Mar-98 0 745,612 745,612
Patterson Country Club Fairfield, CT Telecommunications May-93 0 31,844 31,844
Paul Evans Germantown, MD Transportation Mar-93 0 55,519 55,519
Paul Evans Germantown, MD Transportation Mar-93 0 57,517 57,517
Paul Robinson Cannon Falls, NM Agriculture Feb-95 0 35,080 35,080
Pct Services Tucker, GA Manufacturing & Production Jun-93 0 28,348 28,348
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 42,591 42,591
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 48,624 48,624
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 48,853 48,853
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 49,577 49,577
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 46,337 46,337
Peacock Cleaners San Marcos, CA Sanitation Nov-92 0 31,460 31,460
Pegasus Communications Encino, CA Video Production Jul-96 0 54,422 54,422
Penguin Natural Foods San Francisco, CA Manufacturing & Production Dec-96 0 45,161 45,161
Peninsula Beauty Supply Burlingme, CA Retail Oct-96 0 27,419 27,419
Peninsular Printing Daytona Beach, FL Manufacturing & Production Jun-94 36,636 4,198 40,834
Penn National Race Course Grantville, PA Computers Mar-93 0 30,377 30,377
Penncro Asociates, Inc. Southhampton, PA Computers Feb-98 0 65,477 65,477
Perfect Impressions Hair Greenville, NC Fixture Nov-92 0 27,609 27,609
Perry & Perry, Inc. Rockland, MA Sanitation May-96 0 32,278 32,278
Pet Foods Plus, Inc. Houston, TX Furniture Mar-93 0 34,822 34,822
Peterson's Guides, Inc. Princeton, NJ Computers Mar-93 0 34,845 34,845
Philbrick Booth & Spencer Hartford, CT Construction Mar-93 0 34,674 34,674
Phillips Medical Systems Shelton, CT Transportation May-93 0 233,501 233,501
Phillips Medical Systems Shelton, CT Telecommunications May-93 0 558,853 558,853
Phillips Medical Systems Shelton, CT Telecommunications May-93 0 75,647 75,647
Phipps Construction Dba, Siloam Springs, AR Manufacturing & Production Jan-98 0 68,131 68,131
Photo Price Dba, Sang Rok Kim Van Nuys, CA Photography Jan-98 0 76,201 76,201
Photocircuits Glen Cove, NY Manufacturing & Production Apr-96 0 2,738,693 2,738,693
Photonika Inc. Richmond Hill, NY Manufacturing & Production Aug-95 0 52,556 52,556
Physical Therapy Services Leesville, LA Medical Aug-95 0 47,272 47,272
Physiologic Reps Glendale, CA Manufacturing & Production Mar-93 0 42,553 42,553
Physiques Unlimited, Inc. Belleville, NJ Medical Mar-93 0 31,341 31,341
Physiques Unlimited, Inc. Belleville, NJ Medical Mar-93 0 35,380 35,380
Piedmont Tool & Supply Co. Bowling Green, SC Fixture Jan-98 0 28,730 28,730
Pinski Weiner Grasso, MD Windsor, CT Medical Mar-93 0 41,481 41,481
Pizza Innovative Equipment Rancho Cordova, CA Restaurant Nov-92 0 25,351 25,351
Pk Graphics, Inc. Clarksville, MD Computers Sep-97 0 33,330 33,330
Plainfield Medical Center Windsor, CT Medical Mar-93 0 46,899 46,899
Planet Video, Inc. Waukesha, WI Fixture Oct-97 0 53,954 53,954
Poli-Twine Western, Inc. Dead Deal Manufacturing & Production Mar-95 1,082,910 92,090 1,175,000
Poly Tech Industries, Inc. Madison Heights, MI Computers Mar-93 0 28,085 28,085
Polygraphex Systems, Inc. Clearwater, FL Computers Sep-97 0 86,475 86,475
Postma Dairy Stephenville, TX Agriculture Sep-97 0 29,159 29,159
Precision Automotive Eng. Birmingham, AL Automotive Nov-92 0 26,170 26,170
Preferred Health Strategies Rye, NY Computers Aug-95 0 25,469 25,469
Preferred Leads Indianapolis, IN Computers Feb-98 0 25,591 25,591
Preferred Packaging San Dimas, CA Manufacturing & Production Aug-96 0 51,578 51,578
Premier Graphics, Inc. Phoenix, AZ Printing Oct-97 0 38,541 38,541
Presbyterian Hospital In The New York, NY Material Handling Feb-93 76,925 6,483 83,408
Presta & Associates Dba, San Bruno, CA Computers Jan-98 0 37,876 37,876
Prestige Financial Services Deerfield Bea, CH FL Computers Nov-97 0 33,173 33,173
Prime Energy Mgmt Corp. Stamford, CT Telecommunications May-93 0 26,479 26,479
Prime Tanning Berwick, ME Manufacturing & Production Mar-94 0 59,796 59,796
Princeton Armored Services Trenton, NJ Manufacturing & Production Aug-95 0 37,790 37,790
Printing Plus, Inc. Tucson, AZ Copiers May-96 0 58,996 58,996
Pro Car Care of Garland Garland, TX Automotive Nov-92 0 25,738 25,738
Producto Machine Company Bridgeport, CT Manufacturing & Production Mar-93 0 50,289 50,289
Professional Dental Assoc. Franklin, MA Medical Dec-97 0 29,004 29,004
Professional Touch Answering Grapevine, TX Computers Nov-92 0 25,738 25,738
Pro-Lign (A Partnership) Orange, CA Manufacturing & Production Aug-95 0 25,973 25,973
Pros, Inc. Stratford, CT Computers Mar-93 0 35,512 35,512
Pro-Tech Manufacturing, Inc. San Antonio, TX Computers Mar-93 0 31,754 31,754
Prudential Empire of NY Pomona, NY Furniture Nov-92 0 28,211 28,211
PSCU Service Centers, Inc. Tampa, FL Computers Jul-93 0 110,031 110,031
PTC Aerospace Litchfield, CT Telecommunications May-93 0 25,565 25,565
Public Petroleum Inc. Marshfield, MA Fixture Oct-96 0 52,025 52,025
Pulmonary Dis. Spec. Center Passaic, NJ Medical Aug-95 0 28,150 28,150
Purcell Natural Jojoba Avila Beach, CA Manufacturing & Production Jul-96 0 56,559 56,559
Pure Software Inc. Sunnyvale, CA Furniture Apr-93 0 94,119 94,119
Pure Software, Inc. Sunnyvale, CA Computers Mar-93 0 124,107 124,107
Purvis Disposal Houston, TX Transportation Mar-93 0 57,589 57,589
Qmed, Inc. Laurence Harbor, NJ Furniture Mar-93 0 30,872 30,872
Quality Care Review, Inc. Middletown, CT Computers Mar-93 0 27,033 27,033
Quality Web Dba Michael Roach Gainsville, FL Computers Aug-97 0 58,303 58,303
Queen Anne Hotel San Francisco, CA Fixture Jun-95 0 38,625 38,625
Quick Set Mailers, Inc. Monroe, NY Printing Oct-97 0 38,468 38,468
R.B. Ventures, Inc. Channelview, TX Manufacturing & Production Sep-97 0 55,247 55,247
Rain Tree Cafe San Francisco, CA Restaurant Dec-96 0 34,841 34,841
Rainbow Industries, Inc. Chantilly, VA Material Handling Mar-93 0 44,799 44,799
Raje Inc. Ocean, NJ Medical Aug-95 0 28,724 28,724
Ralin Medical, Inc. Buffalo Grove, IL Medical Feb-98 0 39,863 39,863
Ramada Inn Dba Lifetime Fort. Livingston, TX Furniture Aug-97 0 52,091 52,091
Ramada Inn Mystic Mystic, CT Telecommunications May-93 0 54,027 54,027
Ramsey Taylor Johnston Windsor, CT Medical Mar-93 0 48,753 48,753
Rappoport/Metropolitan New York, NY Computers Mar-93 0 43,566 43,566
Ratchford & Mc Daniel Windsor, CT Medical Mar-93 0 37,917 37,917
Raymond Engineering, Inc. Middletown, CT Telecommunications May-93 0 39,102 39,102
Ray Mchines Dba, Ray Staples Milton, NH Manufacturing & Production Nov-97 0 26,978 26,978
Re/Max Acclaimed Reality Cincinnati, OH Office Equipment Nov-92 0 30,844 30,844
Red Blazer Restaurant & Pub Concord, NH Restaurant Nov-92 0 30,824 30,824
Refuse Systems Cleveland, OH Construction Mar-93 0 51,059 51,059
Regan Engineering & Srvc Corp.Providence, RI Manufacturing & Production May-95 0 30,268 30,268
Regency Telecommunications Houston, TX Computers Apr-95 0 29,883 29,883
Regina O. Hillsman MD Naugatuck, CT Medical Aug-95 0 27,389 27,389
Regional School District Higganum, CT Telecommunications Mar-93 0 25,165 25,165
Rembrandt Stampng & Embos Pennsauken, NJ Manufacturing & Production Aug-95 0 36,098 36,098
Remington Products Inc. Bridgeport, CT Telecommunications May-93 0 80,745 80,745
Rent Savers V Dba, Ft Lauderdale, FL Telecommunications Dec-97 0 33,021 33,021
Reserve Iron & Metal Chicago, IL Structure Mar-94 0 361,000 361,000
Restaurant Management Nw Portland, OR Retail Jun-95 0 605,814 605,814
Rhone-Poulenc Basic Shelton, CT Computers Mar-93 0 35,517 35,517
Ricardo'S Of Las Vegas, Inc. Las Vegas, NV Restaurant Jan-98 0 62,575 62,575
Richard Marrus, Md Cohoes, NY Medical Dec-96 0 71,643 71,643
Richwood Fd.Strs.Dba, Zenith South Houston, TX Restaurant Nov-97 0 54,964 54,964
Rick's Quality Printing Cocoa, FL Printing May-93 0 25,077 25,077
Riverside Gas & Oil, Inc. Chestertown, NY Computers Nov-97 0 35,837 35,837
Riverside Sand Company Jones, OK Office Equipment Nov-92 0 26,981 26,981
Riviera Quality Cleaners Redondo Beach, CA Computers Nov-92 0 28,342 28,342
Roadhouse Grill Dba,Roadhouse Las Vegas, NV Restaurant Nov-97 0 435,339 435,339
Robert Gohrs Photography Montoursville, PA Computerss Jan-97 0 42,221 42,221
Robert Morgan & Company, Inc. Battle Creek, MI Manufacturing & Production Jun-94 28,137 3,141 31,278
Robustelli Coporate Services Stamford, CT Telecommunications May-93 0 28,108 28,108
Robustelli Corporate Services Stamford, CT Telecommunications May-93 0 48,281 48,281
Rockbestos Company, Inc. East Granby, CT Telecommunications May-93 0 179,251 179,251
Rockville Family Physician Windsor, CT Medical Mar-93 0 29,106 29,106
Rocuant Crop. Culver City, CA Computers Jun-96 0 55,212 55,212
Rod's Sign & Neon Company Elberton, GA Manufacturing & Production Jan-95 0 26,935 26,935
Ron Baker Chevrolet/Isuzu National City, CA Automotive Sep-97 0 31,149 31,149
Ron'S Wood World, Inc. Richmond Hills, GA Manufacturing & Production Jul-96 0 46,508 46,508
Rowland Inc. Rocky Hill, CT Telecommunications May-93 0 30,157 30,157
Royal Laundry Of Texas, Inc. Arlington, TX Fixture Aug-97 0 53,030 53,030
Rubber Craft Corp. Gardena, CA Manufacturing & Production Mar-93 0 46,391 46,391
Rudolph G. Bruhel, DDS Bullhead, AZ Medical Nov-92 0 30,428 30,428
S.J.A. Society Inc Virginia Beach, VA Computers Feb-96 0 37,165 37,165
S.M.F. American Inc. Billerica, MA Furniture Mar-96 0 91,530 91,530
S.W.L. Corporation Denver, CO Fixture Sep-97 0 261,555 261,555
Safe-T-Child, Inc. Austin, TX Video Production Jul-96 0 35,206 35,206
Saigon Moi Supermarket, Inc. Westminster, CA Fixture Nov-97 0 47,390 47,390
Sandefur Companies Sanford, FL Medical Mar-93 0 31,538 31,538
Sandefur Companies Sanford, FL Medical Mar-93 0 44,402 44,402
Sandvik Milford Corp. Branford, CT Telecommunications Mar-93 0 27,414 27,414
Santa Anna Smog Repair Santa Anna, CA Manufacturing & Production Dec-97 0 36,863 36,863
Saraga Oriental Market Bloomington, IN Fixture Nov-97 0 26,472 26,472
Sargent Manufacturing Co. New Haven, CT Telecommunications May-93 0 202,316 202,316
Sat Link, Inc. Stamford, CT Telecommunications Aug-96 0 60,148 60,148
Savco Drugs, Inc. Baton Rouge, LA Computers Mar-93 0 27,197 27,197
Savings Bank Life Insurance Hartford, CT Telecommunications May-93 0 45,086 45,086
Scan Code, Inc. East Hartford, CT Retail Mar-93 0 42,670 42,670
Schmidt & Sons, Inc. Gonzales, TX Fixture Nov-97 0 25,628 25,628
Schwartz Coffee Enterprises Deer Park, NY Restaurant Mar-93 0 43,741 43,741
Schwartz Coffee Enterprises Deer Park, NY Restaurant Mar-93 0 43,202 43,202
Screen Printing Plus Indianapolis, IN Manufacturing & Production Nov-92 0 30,599 30,599
Scriver Oklahoma City, OK Retail Sep-93 1,171,883 265,692 1,437,575
Scriver Oklahoma City, OK Retail Sep-93 42,220 9,397 51,618
SDC Properties, Inc. Hilton Head, SC Computers Jan-95 0 26,186 26,186
Sea Empress Seafood Rest. Gardenia, CA Restaurant Oct-97 0 60,996 60,996
Seaberg Audio Services Fresno, CA Computers Nov-92 0 30,144 30,144
Seabrite Corp. Denver, PA Automotive Dec-97 0 49,060 49,060
Seabury And Smith Inc. Washington, DC Telecommunications Jun-97 0 95,077 95,077
Seacoast Telecommunciations Dover, NH Telecommunications Nov-92 0 28,726 28,726
Seafare Seafood Restaurant Murrells Inlet, SC Restaurant Nov-92 0 32,713 32,713
Selective Chiropractic Serv Dillon, SC Medical Sep-97 0 34,029 34,029
Senior Care Center Of America Cherry Hill, NJ Furniture Feb-98 0 49,567 49,567
Sentinal Printers Dba Gong Santa Cruz, CA Printing Aug-97 0 39,772 39,772
Seoul House&Cheonwon Corp. Edison, NJ Restaurant Jan-98 0 57,041 57,041
Shaffner Coffee Company, Inc. Winston-Salem, NC Restaurant Mar-93 0 42,903 42,903
Shake Nations Dba Wrld Focus Sacramento, CA Video Prodroduction Sep-97 0 33,380 33,380
Shalimar Sportswear Carle Place, NY Computerss Apr-96 0 37,083 37,083
Shelburg of Tucson Tucson, AZ Computers Nov-92 0 30,750 30,750
Sheplers, Inc. Witchita, KS Computers Oct-93 0 991,120 991,120
Sheppard Ambulance Transport Philadelphia, NJ Medical Oct-96 0 29,814 29,814
Shirey Thomason OD Thousand Oaks, CA Medical Aug-95 0 32,187 32,187
Shoreline Care Ltd Partnershp North Branford, CT Telecommunications May-93 0 80,886 80,886
Shutterbug Photo Centers Aiken, SC Telecommunications Aug-95 0 43,769 43,769
Sibson & Co., Inc. Princeton, NJ Computers Mar-93 0 29,009 29,009
Sigma Associates Dba Apogee Columbus, GA Video Prodroduction Oct-97 0 51,657 51,657
Signs Now Of Oregon Portland, OR Printing Nov-97 0 29,574 29,574
Signs of the Times Las Vegas, NV Telecommunications Nov-92 0 31,772 31,772
Sikorsky Aircraft Divison Stratford, CT Telecommunications May-93 0 65,692 65,692
Silver Systems, Inc. Wyndmoor, PA Printing Sep-96 0 43,053 43,053
Skf Usa, Inc. King Of Pruss, IA PA Telecommunications Jun-97 0 247,947 247,947
Smugglers Enterprises, Inc. Punta Gorda, FL Restaurant Jul-93 0 25,081 25,081
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 44,367 44,367
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 48,187 48,187
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 45,248 45,248
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 45,350 45,350
Soaring Eagle Outerwear LLC Minot, ND Manufacturing & Production Sep-95 0 29,329 29,329
Soccer Wrld Dba Soccer Sprts Hayward, CA Fixture Sep-97 0 49,475 49,475
Softaware, Inc. Marina Del Re, Y CA Fixture Oct-97 0 47,548 47,548
Solid Waste Disposal, Inc. Larose, LA Transportation Mar-93 0 26,777 26,777
Somerset Diner Somerset, NJ Restaurant Nov-97 0 52,503 52,503
Somerville Foreign Auto Rep. Cambridge, MA Automotive Nov-92 0 26,298 26,298
Soothe Your Soul Dba, Redondo Beach, CA Furniture Jan-98 0 27,053 27,053
Sophtech Dba, Sphstctd.Tech. Torrance, CA Computerss Jan-97 0 48,293 48,293
Soup Exchange Hollywood, FL Restaurant Nov-92 0 31,157 31,157
South Bay Cardiovascular Bayshore, NY Computers Aug-95 0 40,506 40,506
South Shore Veterinary Staten Island, NY Computers Aug-95 0 29,256 29,256
South Texas Deli Partners San Antonio, TX Restaurant Dec-97 0 57,980 57,980
South Windsor South Windsor, CT Telecommunications May-93 0 64,368 64,368
Southern Cross O'Fallon, MO Computers Mar-93 0 30,431 30,431
Southern New England Federal New Haven, CT Telecommunications Mar-93 0 25,489 25,489
Southwest Auto Supply Little Rock, AR Computers Mar-93 0 38,858 38,858
Southwest Nephrology Evergreen Park, IL Computers Sep-96 0 33,872 33,872
Spa Elysium Ltd. Erdenheim, PA Retail Nov-92 0 26,558 26,558
Spectral Systems, Inc. Irvington, NY Manufacturing & Production Mar-93 0 35,687 35,687
Spectrascan Imaging Services Windsor, CT Medical Mar-93 0 28,668 28,668
Spectrascan Imaging Systems Windsor, CT Medical Mar-93 0 38,828 38,828
Spectrum Color Images San Luis Bispop, CA Printing Jan-97 0 57,825 57,825
Speer Air Conditioning Denville, NJ Manufacturing & Production Aug-95 0 47,513 47,513
Spic 'N Span Cleaners, Inc Memphis, TN Manufacturing & Production Dec-96 0 48,200 48,200
Spring House Inn Lagrange, GA Restaurant Nov-92 0 34,054 34,054
Spruce Creek Development Summerfield, FL Agriculture Mar-93 0 45,594 45,594
St John's Home Health Agency Miramar, FL Furniture May-94 23,857 2,668 26,525
Standard Knapp Inc. Portland, CT Telecommunications May-93 0 40,961 40,961
Standard Oil Of Connecticut Bridgeport, CT Telecommunications May-93 0 29,552 29,552
Stanley Rockwell Co. Hartford, CT Environmental Mar-93 0 26,466 26,466
Staples, Inc. Framingham, MA Retail Jun-94 136,194 19,100 155,295
Staples, Inc. Framingham, MA Computers Jun-94 1,818,271 277,723 2,095,995
Starter Sportswear, Inc. New Haven, CT Telecommunications May-93 0 274,772 274,772
Stephen C. Allen MD PC New York, NY Medical Aug-95 0 37,267 37,267
Steve A. Hamric Memphis, TN Restaurant Apr-95 0 51,132 51,132
Stirling & Stirling Inc. Milford, CT Telecommunications May-93 0 47,474 47,474
STM Industries, Inc. Randolph, MA Computers Mar-93 0 25,753 25,753
Stockbridge Truck Painting Stockbridge, GA Manufacturing & Production Dec-97 0 30,254 30,254
Stone Safety Corp. Fairfield, CT Telecommunications May-93 0 28,286 28,286
Structured Computer Systems Avon, CT Telecommunications Mar-93 0 26,453 26,453
Studio One, Inc. New York, NY Fixture Jan-97 0 34,135 34,135
Sturm Ruger & Company Inc. Southport, CT Telecommunications May-93 0 28,340 28,340
Sturm Ruger & Company Inc. Southport, CT Telecommunications May-93 0 63,815 63,815
Suarez, Omar E., D.M.D. North Bergen, NJ Medical Jan-97 0 26,701 26,701
Sublime Music, Inc. Hollywood, CA Audio Dec-96 0 33,001 33,001
Subway Enterprises, Inc. Quincy, FL Restaurant Nov-92 0 29,283 29,283
Summit Imaging Inc Akron, OH Medical Oct-95 0 58,146 58,146
Sun & Skin Care Research, Inc.Melbourne, FL Manufacturing & Production Dec-97 0 58,216 58,216
Sunshine Products Dba,Linkens Cerritos, CA Computers Nov-97 0 35,258 35,258
Super Star Video Dba, Tejal Winthrop, MA Furniture Dec-97 0 30,449 30,449
Super Textile, Inc. Knoxville, TN Manufacturing & Production Mar-93 0 38,919 38,919
Superior Bar & Grill Inc. Birmingham, AL Restaurant Equipment Oct-95 0 347,480 347,480
Susan Domuczicz West Briggwater, MA Restaurant Mar-93 0 40,637 40,637
Sutter Audio Tallahassee, FL Automotive Nov-92 0 31,496 31,496
Sweet Water Restaurant New York, NY Computers Nov-92 0 26,681 26,681
Swen'S Schwinn Cyclery, Inc. Salt Lake Cit, Y UT Video Prodroduction Oct-97 0 55,030 55,030
Synquest, Inc. Norcross, GA Computerss Dec-96 0 27,324 27,324
Synquest, Inc. Norcross, GA Computerss Jan-97 0 26,151 26,151
T & T Liquors Inc. Lake Hopatcong, NJ Retail Aug-95 0 34,492 34,492
T.B.G. of Great Neck, Inc. Whitestone, NY Restaurant Oct-94 0 312,000 312,000
Taco Mac Dba, Subway & CC Tucker, GA Fixture Nov-97 0 60,361 60,361
Tans R Us, Inc. West Palm Beach, FL Manufacturing & Production Nov-92 0 27,751 27,751
Technovision Communications San Diego, CA Video Prodroduction Nov-97 0 54,948 54,948
Tectonic Industries Berlin, CT Telecommunications May-93 0 25,813 25,813
Tele-Pizza Gift Services Vista, CA Computers Nov-92 0 31,468 31,468
Telescope Casual Fixture Granville, NY Computers Mar-93 0 33,398 33,398
Teltronics, Inc. Sarasota, FL Computers Dec-97 0 39,377 39,377
Terence Murphy Md PC Mamaroneck, NY Medical Aug-95 0 29,368 29,368
Texas Provisions, Inc. Houston, TX Manufacturing & Production Dec-97 0 49,294 49,294
Texas State Communications Houston, TX Telecommunications Nov-92 0 26,067 26,067
Textile Unlimited Corp. Torrance, CA Computers Feb-98 0 36,337 36,337
Thai Classic Corp. Chantilly, VA Restaurant Nov-92 0 28,207 28,207
The Aaron Group Dba Aaron Chatsworth, CA Printing Aug-97 0 53,349 53,349
The Allen Products Co. Milford, CT Computers Mar-93 0 32,047 32,047
The Alley Companies Little Rock, AR Retail Dec-94 0 130,739 130,739
The Amity Street Cafe Homestead, PA Restaurant Jan-97 0 78,840 78,840
The Burbank Tennis Center Burbank, CA Fixture Sep-97 0 33,444 33,444
The Connecticut Muffin Co. New York, NY Restaurant Jan-98 0 32,702 32,702
The Consortium For Wrker Ed. New York, NY Furniture Oct-97 0 388,702 388,702
The Cyberweb Cafe New City, NY Computers Sep-97 0 60,444 60,444
The Electric Beach San Bruno, CA Furniture Nov-92 0 27,492 27,492
The Futures Group Inc. Glastonbury, CT Telecommunications May-93 0 25,019 25,019
The Grand Union Company Wayne, NJ Retail Mar-95 0 281,978 281,978
The Grand Union Company Wayne, NJ Retail Dec-93 0 344,982 344,982
The Herzog-Hart Group, Inc. Boston, MA Computers Jun-94 24,317 2,652 26,969
The Hollywood Stage Dba, Hollywood, CA Video Prodroduction Jan-98 0 44,095 44,095
The Hull Printing Company Meriden, CT Computers Mar-93 0 32,490 32,490
The J.M. Ney Company Bloomfield, CT Telecommunications May-93 0 75,786 75,786
The Keith Companies Costa Mesa, CA Computers Nov-97 0 52,597 52,597
The LTA Group, Inc. North Bergen, NJ Computers Mar-94 0 85,143 85,143
The Magnolia Studios, Inc. Burbank, CA Audio Oct-97 0 57,208 57,208
The Maiden Foundry Sandy, OR Computerss Sep-96 0 28,629 28,629
The Negative Shop Charlotte, NC Printing Jan-97 0 52,913 52,913
The Planet 4 Kidz, Inc. Jackson, MS Video Production Jan-97 0 34,020 34,020
The Printing Press, Inc. Boise, ID Printing Mar-95 0 28,965 28,965
The Royal Bank Of Scotland New York, NY Computers Mar-93 0 37,575 37,575
The Sand Bar Restaurant Anna Maria, FL Retail Jan-97 0 46,563 46,563
The Sherwood Group Inc. Northbrook, IL Computers Jan-96 0 29,044 29,044
The Sports Center By Ron Langhorne, PA Medical Mar-93 0 35,904 35,904
The Women's Health Group Windsor, CT Medical Mar-93 0 50,236 50,236
Thornburg Logging Wallace, CA Manufacturing & Production Nov-97 0 39,693 39,693
Thunderbird Greely Inc. San Diego, CA Furniture Feb-98 0 139,688 139,688
Thurston Foods, Inc. Wallingford, CT Computers May-93 0 41,872 41,872
Timex Waterbury, CT Telecommunications May-93 0 164,926 164,926
Tims Amusements Inc. Hickory Taver, N SC Fixtures May-97 0 100,000 100,000
Tire Eagle, Inc. Apopka, FL Material Handling Mar-93 0 36,264 36,264
Titan Sports, Inc. Stamford, CT Telecommunications Mar-93 0 25,223 25,223
Titan Sports, Inc. Stamford, CT Telecommunications Mar-93 0 36,065 36,065
Tkc Reprographics Omaha, NE Copiers Dec-97 0 73,810 73,810
Tokarczyk Enterprises, Inc. Eastwood, KY Manufacturing & Production Jan-98 0 50,991 50,991
Tom Orza Distribution Selden, NY Restaurant Mar-93 0 40,857 40,857
Tony's Guns & Police Supplies Sumter, SC Fixture Nov-97 0 46,439 46,439
Topolewski America, Inc. Encino, CA Material Handling Dec-96 0 46,177 46,177
Torrington Co Torrington, CT Telecommunications May-93 0 572,136 572,136
Torsys, Inc. Manhattan Bea, CH CA Computers Sep-97 0 34,968 34,968
Tournament Players Club Cromwell, CT Telecommunications May-93 0 107,027 107,027
Town of Plymouth Terryville, CT Telecommunications Mar-93 0 26,456 26,456
Trad-A-House Corp. Slidell, LA Fixture Mar-94 0 850,949 850,949
Trading Merchandise Stafford, VA Restaurant Aug-96 0 51,620 51,620
Trager And Trager, PC Fairfield, CT Telecommunications Mar-93 0 45,368 45,368
Transformer Service, Inc. Concord, NH Fixture Mar-93 0 41,384 41,384
Transit Air Conditining Winter Garden, FL Restaurant Jul-96 0 97,037 97,037
Transtrachael Systems, Inc. Englewood, CO Fixture Sep-97 0 38,394 38,394
Travelers Insurance Company Hartford, CT Telecommunications May-93 0 55,906 55,906
Travelers Insurance Company Hartford, CT Telecommunications May-93 0 47,518 47,518
Treats Bakery Cafe Washington, DC Restaurant Nov-92 0 31,460 31,460
Tri Con Geophysics, Inc. Denver, CO Computerss Nov-96 0 30,252 30,252
Tri State Communications Tarrytown, NY Telecommunications Sep-97 0 26,681 26,681
Triangle Funding Corp. Sterling, VA Computers Nov-97 0 52,308 52,308
Tri-Star Machines Tewsbury, MA Manufacturing & Production Aug-96 0 34,176 34,176
Tri-State Communications, Tarrytown, NY Telecommunications Nov-97 0 30,444 30,444
Triton Fuel Group, Inc. Dallas, TX Material Handling Mar-93 0 37,320 37,320
Triton Fuel Group, Inc. Dallas, TX Fixture Mar-93 0 28,892 28,892
Triton Fuel Group, Inc. Dallas, TX Fixture Mar-93 0 28,892 28,892
Triton Fuel Group, Inc. Dallas, TX Material Handling Mar-93 0 37,320 37,320
Triton Fuel Group, Inc. Dallas, TX Fixture Mar-93 0 57,783 57,783
Triumph Corporation Tempe, AZ Manufacturing & Production Jan-98 0 768,583 768,583
Tropical Screw Products Miami, FL Manufacturing & Production Nov-92 0 31,460 31,460
TW Recreational Services, Orlando, FL Telecommunications Mar-93 0 42,388 42,388
Tyler Cooper New Haven, CT Telecommunications May-93 0 73,532 73,532
Tyler Cooper & Alcorn New Haven, CT Computers May-93 0 39,170 39,170
Tyler Cooper & Alcorn New Haven, CT Computers May-93 0 30,544 30,544
Tyler Cooper & Alcorn New Haven, CT Computers May-93 0 34,673 34,673
Typed Letters Corp. Wichita, KS Manufacturing & Production Sep-92 0 106,105 106,105
Typed Letters Corp. Wichita, KS Manufacturing & Production Sep-92 0 40,019 40,019
Typography Plus Dania, FL Computerss Apr-96 0 26,129 26,129
U.S. Health Care Reports Falmouth, ME Computerss Jan-97 0 32,331 32,331
U.S. Osiris Corp. Dallas, TX Computerss Dec-96 0 95,220 95,220
U3S Corp/Dba Must Software Norwalk, CT Telecommunications May-93 0 27,440 27,440
U3S Corp/Dba Must Software Norwalk, CT Telecommunications May-93 0 57,859 57,859
Ultimate Dog, Inc. Pittsburgh, PA Restaurant Dec-97 0 55,131 55,131
Ultra Diagnostics, Inc. Hingham, MA Medical Mar-93 0 41,462 41,462
Ultra Mart, Inc. La Grange, GA Computers Nov-97 0 78,341 78,341
Union Camp Richmond, VA Telecommunications May-93 0 44,735 44,735
United Credit Counseling Svc. Columbia, MD Furniture Nov-97 0 38,600 38,600
United Credit Counseling Svc. Columbia, MD Furniture Nov-97 0 75,198 75,198
United Credit Counseling Svc. Columbia, MD Furniture Nov-97 0 177,028 177,028
United Illuminating New Haven, CT Telecommunications May-93 0 26,306 26,306
United Medical Centers Eagle Pass, TX Computers Mar-95 0 299,376 299,376
United Way of Connecticut Hartford, CT Telecommunications Mar-93 0 43,407 43,407
Universal Seismic Assoc. Sugerland, TX Fixture Apr-95 0 26,318 26,318
University Cardiovascular Los Angeles, CA Medical Dec-97 0 47,444 47,444
University Of Southern Ca Farmington Hill, MI Telecommunications Nov-96 315,847 195,912 511,759
Uno Mill, Inc. Tempe, AZ Restaurant Mar-94 0 602,000 602,000
Up Town Body & Fender Oakland, CA Automotive Nov-92 0 32,654 32,654
Urban League of Grtr. Hart Hartford, CT Telecommunications Mar-93 0 29,690 29,690
Us Mortgage Reduction, Inc. Jensen Beach, FL Computers Aug-97 0 35,728 35,728
US Repeating Arms Co. New Haven, CT Telecommunications May-93 0 219,508 219,508
USI Of Westchester Elmsford, NY Computers May-93 0 27,309 27,309
USI, Inc. Branford, CT Telecommunications May-93 0 61,353 61,353
USX Corp. Pittsburgh, PA Manufacturing & Production Sep-94 0 2,862,296 2,862,296
USX Corp. Pittsburgh, PA Manufacturing & Production Sep-94 1,236,437 49,457 1,285,895
Uvalde County Clinic Uvalde, TX Computerss Apr-96 0 83,134 83,134
V & J Restaurant Red Bank, NJ Restaurant Jan-98 0 54,863 54,863
Vacation Escape, Inc. Boca Raton, FL Telecommunications Jul-96 0 39,535 39,535
Valley Best Way Building Spokane, WA Computers Mar-93 0 26,664 26,664
Valley Stream Sch Dist. Valley Stream, NY Telecommunications May-93 0 27,288 27,288
Valve Technologies, Inc. Houston, TX Manufacturing & Production Jan-97 0 56,217 56,217
Van Den Bergh Foods Company Atlanta, GA Environmental Feb-93 0 78,864 78,864
Van Gogh Offset Plat Co. New York, NY Manufacturing & Production Aug-95 0 40,008 40,008
Van Gorderr Studios Inc Fairfield, CT Fixture Aug-95 0 34,638 34,638
Vaxa International Inc. San Diego, CA Computers Apr-95 0 35,070 35,070
Venerable Companies, Ltd. New York, NY Fixture Nov-97 0 38,176 38,176
Venice Bakery Dba,Ronic, Inc. Garfield, NJ Restaurant Nov-97 0 42,899 42,899
Vermont Yankee Nuclear Brattleboro, VT Manufacturing & Production Mar-94 0 165,888 165,888
Vertex Group, Inc. Los Angeles, CA Telecommunications Jan-98 0 26,856 26,856
Veterinary Emergency Richmond, VA Medical Dec-96 0 37,865 37,865
Video-It, Inc. Culver City, CA Video Production Jan-97 0 44,072 44,072
Viking Air Tools, Inc. Indanapolis, IN Manufacturing & Production Dec-93 0 89,992 89,992
Viking Air Tools, Inc. Indianapolis, IN Manufacturing & Production Jan-94 0 110,663 110,663
Viking Air Tools, Inc. Indianapolis, IN Manufacturing & Production Mar-94 0 43,874 43,874
Villa Enterprises Ltd. Morristown, NJ Restaurant Mar-93 0 56,147 56,147
Villa Enterprises Ltd. Morristown, NJ Restaurant Mar-93 0 31,568 31,568
Villa Enterprises Ltd. Morristown, NJ Restaurant Mar-93 0 37,513 37,513
Virtuoso Dba, Wm. S. Sparling Greensboro, NC Telecommunications Nov-97 0 29,502 29,502
Visicom Laboratories Inc. San Diego, CA Manufacturing & Production Aug-95 0 32,964 32,964
Vitrex Corp. Ogden, UT Computers Oct-97 0 27,945 27,945
Vk Productions, dba Van Karn W. Hollywood, CA Audio Nov-96 0 55,145 55,145
Vnr-1 Video Public Relations Arlington, TX Video Prodroduction Oct-97 0 55,124 55,124
Vogt Construction Co., Inc. Omaha, NE Computers Mar-95 0 32,368 32,368
Volante's Ranch Market, Inc. Rancho Santa Fe, CA Retail Nov-92 0 29,972 29,972
Voyale Corp. Cleveland, OH Computers Aug-95 0 34,843 34,843
Vraneberry'S, Inc. Brandon, OR Manufacturing & Production Dec-97 0 59,716 59,716
Waggoner Shumate Printing Rogers, AR Printing Dec-92 59,662 5,778 65,440
Wagner College Staten Island, NY Environmental Mar-93 0 44,174 44,174
Waltec American Forgings, .Waterbury, CT Computers Mar-93 0 26,944 26,944
Wang's International, Inc. Memphis, TN Material Handling Dec-92 946,723 333,462 1,280,185
Wang's International, Inc. Memphis, TN Fixture Dec-93 591,042 285,442 876,484
Warren/Kremer/Cmp/Adv. New York, NY Computers Aug-97 0 52,558 52,558
Warren-Taylor Corp. New York, NY Restaurant Aug-96 0 56,630 56,630
Waterford Hotel Group, Inc. Waterford, CT Computers Mar-93 0 38,174 38,174
Welding Equip & Supply Corp. Greenwich, CT Material Handling Mar-93 0 50,739 50,739
West Coast Video Falls Chrch Falls Church, VA Computers Nov-92 0 32,713 32,713
West Hollywood Printing Los Angeles, CA Printing Jan-97 0 39,918 39,918
Western Franchise Development Dublin, CA Restaurant Sep-97 0 284,878 284,878
Western Franchise Development Dublin, CA Restaurant Oct-97 0 103,584 103,584
Western Giant Enterprises Los Angeles, CA Medical Dec-97 0 66,888 66,888
Western Interstate Mortgage Orange, CA Computers Oct-97 0 52,679 52,679
Western Property Financial Irvine, CA Telecommunications Feb-93 0 27,205 27,205
Western State Univ. Of So. Ca Fullerton, CA Other - Books Nov-97 0 51,233 51,233
West-Reeves, Inc. Waxahatchie, TX Manufacturing & Production Feb-95 0 34,101 34,101
WFSB TV-3 Hartford, CT Telecommunications May-93 0 65,647 65,647
What's Cooking Newport Beach, CA Computers Nov-92 0 31,460 31,460
Whelen Engineering Company Chester, CT Telecommunications May-93 0 85,982 85,982
Whiting Products Inc Hamden, CT Telecommunications May-93 0 33,153 33,153
William A Schmidt & Sons Chester, PA Manufacturing & Production Mar-93 0 28,961 28,961
William Carter Company Shelton, CT Telecommunications May-93 0 47,049 47,049
William Pressley & Associates Cambridge, MA Computers Nov-92 0 25,232 25,232
Willow Oaks Farm, Inc. Columbia, SC Restaurant Dec-96 0 27,674 27,674
WINK Investment Group Bloomingdale, IL Restaurant Nov-92 0 30,388 30,388
Winn Associates, Inc. Foster City, CA Copiers Aug-94 0 30,026 30,026
Wisconsin Color Press, Inc. Milwaukee, WI Printing Jan-98 0 47,272 47,272
Wisconsin Truss, Inc. Cornell, WI Computers Mar-93 0 26,664 26,664
Witter Gas & Oil Port Allegany, PA Fixture Aug-96 0 37,346 37,346
Women's Health Consultants Chicago, IL Computers Feb-93 0 37,576 37,576
Women's Medical Care Newburgh, NY Medical Mar-93 0 30,101 30,101
Woodlawn Construction Co. Ashland, VA Computers Oct-97 0 28,217 28,217
Woodway Country Club Darien, CT Telecommunications Mar-93 0 28,071 28,071
Worcester Brothers Company Baltimore, MD Manufacturing & Production Mar-93 0 30,735 30,735
World Gym Poughkeepsie, Inc. Poughkeepsie, NY Medical Mar-93 0 26,500 26,500
World Gym Stamford Stamford, CT Medical Mar-93 0 25,883 25,883
World Wide Security Systems Garden City, NY Computers Dec-97 0 57,336 57,336
Wymore Ob-Gyn Windsor, CT Medical Mar-93 0 47,995 47,995
Xerox Corp. Webster, NY Fixture Jan-97 243,065 111,141 354,206
Young Men's Christian Center Stamford, CT Fixture Mar-93 0 34,635 34,635
Your Video Productions Costa Mesa, CA Video Prodroduction Sep-97 0 48,296 48,296
Yves' Bistro Anaheim, CA Restaurant Nov-92 0 28,556 28,556
YWC, Inc. Monroe, CT Telecommunications Mar-93 0 30,856 30,856
Zbr Publications, Inc. Haverhill, MA Printing Sep-97 0 46,025 46,025
Total Equipment transactions less than $25,000 1,798,978 61,649,681 63,448,659
----------- ------------ ------------
$63,066,702 $174,731,966 $237,798,668
=========== ============ ============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing Expended Cost
(1) (2) (3)
- ----------------------------- ------------------ -------------------------- --------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
21-44 Utopia Parkway Restaurant Washingtonville, NY Fixture Mar-95 $0 $29,650 $29,650
3 East 48th Restaurant, Inc. New York, NY Retail Jun-94 0 26,897 26,897
A C Color Separators Los Angeles, CA Printing Feb-95 0 41,118 41,118
A. I. Leasing Inc. Herndon, VA Aircraft Aug-96 18,186,117 1,409,839 19,595,956
A.F. Salciccia, Inc. Campbell, CA Retail Apr-94 0 27,931 27,931
A.J.L.C. Inc. Alamonte Spring, FL Restaurant Equipment Dec-95 0 31,118 31,118
A.J.L.C. Inc. Altamonte Spring, FL Restaurant Equipment Sep-95 0 39,620 39,620
A.W. Chesterton Company Stoneham, MA Manufacturing & Production Jan-96 118,415 12,062 130,477
A.W. Chesterton Company Stoneham, MA Manufacturing & Production Jan-96 217,267 22,296 239,563
A.W. Chesterton Company Stoneham, MA Copiers Jan-96 206,026 14,099 220,126
A.W. Chesterton Company Stoneham, MA Telecommunications Jan-96 114,538 11,923 126,461
Act Manufacturing Inc. Hudson, MA Furniture Jan-96 71,318 6,643 77,961
Act Manufacturing Inc. Hudson, MA Computers Jan-96 589,879 55,535 645,414
Act Manufacturing Inc. Hudson, MA Manufacturing & Production Jan-96 618,516 64,137 682,653
Act Manufacturing Inc. Hudson, MA Telecommunications Jan-96 134,943 14,228 149,172
Action Printech, Inc. Westland, MI Printing Feb-95 0 163,066 163,066
Ad Press Communications Greensboro, NC Printing Feb-95 0 54,897 54,897
Ad-Mat Coasters USA, Inc. Johnson City, TN Printing Feb-95 0 55,658 55,658
Advance Mailing & Fulfillment Marietta, GA Printing Feb-95 0 32,885 32,885
Advanced Graphics, Inc. Sandy, UT Printing Feb-95 0 53,999 53,999
Advanco Fore Protection Montclair, CA Material Handling Jul-96 0 44,189 44,189
Advertising Systems, Inc. Marlton, NJ Computers Jul-96 0 56,727 56,727
Aero Bookbinding Sterling, VA Printing Feb-95 0 91,318 91,318
Afc Cable Systems Inc. New Bedford, MA Manufacturing & Production Jan-96 2,083,928 233,936 2,317,864
Air Age Images Valencia, CA Computers Apr-96 0 26,138 26,138
Alaska Air Seatle, WA Transportation Mar-95 16,316,603 3,630,337 19,946,940
Alberto's Printing San Francisco, CA Printing Feb-95 0 26,813 26,813
Alden Graphics, Inc. Lincoln Park, MI Printing Feb-95 0 55,763 55,763
Alexander & Alexander Owings Mills, MD Computers Jan-96 2,699,221 347,976 3,047,197
All Pro Photo Lab,Inc. River Grove, IL Printing Oct-96 0 53,499 53,499
All Star Printing, Inc. Woodstock, GA Printing Feb-95 0 51,579 51,579
Allen Printing Co. Nashville, TN Printing Feb-95 0 122,663 122,663
Allied Printing Services Inc. Manchester, CT Manufacturing & Production Jan-96 401,449 54,708 456,157
Allied Printing Services Inc. Manchester, CT Computers Jan-96 84,339 7,259 91,598
Alvmar, Inc. Lawrence, KS Agriculture Mar-95 0 37,934 37,934
American Advertising Federation Washington, DC Printing Feb-95 0 35,792 35,792
American Foundrymen's Society Des Plaines, IL Printing Feb-95 0 36,551 36,551
Amvets National Headquarters Lanham, MD Printing Feb-95 0 29,071 29,071
Anderson Performance Printing Cookeville, TN Printing Feb-95 0 580,736 580,736
Antoine Bonsorte N. Hollywood, CA Computers Aug-96 0 44,049 44,049
ARG Enterprises, Inc. Newport Beach, CA Restaurant Dec-94 0 583,037 583,037
Arrow Comp, Inc. West Boylston, MA Manufacturing & Production Feb-95 0 55,110 55,110
Artco Printing, Inc. Boiceville, NY Printing Feb-95 0 69,370 69,370
Artcraft Photo Lab, Inc. Statesville, NC Printing Feb-95 0 40,079 40,079
Arthur Morgan Publishing Co. Morton Grove, IL Computers Feb-95 0 237,800 237,800
Asa Solutions, Inc Scottsdale, AZ Computerss Jan-97 0 39,262 39,262
Atlanta Printing & Design Smyrna, GA Printing Feb-95 0 48,510 48,510
Augat, Inc. Mansfield, MA Computers Mar-95 1,111,386 97,107 1,208,493
Augustin Graphics Fullerton, CA Printing Feb-95 0 72,442 72,442
Aveka, Inc. Woodbury, MN Manufacturing & Production Feb-97 0 49,904 49,904
Bailey Oil Co., Inc. Heyburn, ID Material Handling Mar-95 0 115,273 115,273
Banana Blueprint, Inc. Costa Mesa, CA Printing Feb-95 0 68,351 68,351
Best Shot, Inc. Landover, MD Printing Feb-95 0 43,209 43,209
Bet Inc. Atlanta, GA Construction Dec-95 16,990,448 5,073,822 22,064,270
Birchwood Marketing Graphics Rncho Cucamong,CA Computers Feb-95 0 27,414 27,414
Bistro 821 Dba, Mikli Enterpr. Naples, FL Retail Jan-97 0 27,608 27,608
Black Lab, Inc. Richmond, VT Printing Feb-95 0 35,945 35,945
Blacktop Industries Kenova, WV Manufacturing & Production Aug-95 0 54,335 54,335
Blazing Pages, Inc. Huntington Beac, CA Printing Feb-95 0 118,039 118,039
Bmg Printing Holbrook, NY Printing Feb-95 0 121,201 121,201
Boge/Nelson, Inc. Anaheim, CA Manufacturing & Production Feb-95 0 70,269 70,269
Brenlar Investments, Inc. Novaro, CA Furniture Oct-94 0 312,090 312,090
Brett Corp. San Diego, CA Printing Feb-95 0 33,178 33,178
Brett Corp. San Diego, CA Printing Feb-95 0 86,013 86,013
Brevard County School Board Melbourne, FL Printing Feb-95 0 43,978 43,978
Brian D. Mudd DDS Oceanside, CA Computers Aug-95 0 35,593 35,593
Brookville Group, Inc. Melville, NY Medical May-96 0 37,239 37,239
Brt Video Inc. Ft. Lauderdale, FL Computers Nov-95 0 50,193 50,193
Burns & Kent, Inc. Atlanta, GA Printing Feb-95 0 25,609 25,609
Bybee Studios San Francisco, CA Computers Oct-96 0 30,985 30,985
C&A Industries, Inc. Omaha, NE Printing Feb-95 0 104,341 104,341
California Bottling Co. Auburn, CA Manufacturing & Production Jan-97 0 34,230 34,230
Camino West Coast Service Redlands, CA Computers Aug-95 0 32,857 32,857
Carrousel Saloon, Inc. West Mifflin, PA Restaurant Sep-94 0 94,554 94,554
Cartersville Letter Shop, Inc. Cartersville, GA Printing Feb-95 0 33,952 33,952
Central Typesetting, Inc. San Diego, CA Printing Feb-95 0 362,431 362,431
Chia Financial Group Pico Rivers, CA Retail Jan-96 0 30,958 30,958
CIS Corporation Montvale, NJ Telecommunications Nov-96 0 2,753,118 2,753,118
CIS Corporation Collegeville, PA Telecommunications Nov-96 8,265,902 2,880,326 11,146,228
CJ Printing Montclair, CA Printing Feb-95 0 63,150 63,150
Clancy's Inc. Noblesville, IN Restaurant Oct-96 0 618,000 618,000
Coastal Offset Preparations Santa Ana, CA Printing Feb-95 0 42,061 42,061
Color On Line New Berlin, WI Printing Feb-95 0 39,236 39,236
Coloredge, Inc. Newport Beach, CA Printing Feb-95 0 185,685 185,685
Colour Concepts Riverside, CA Manufacturing & Production Feb-95 0 183,665 183,665
Colours Printing & Graphics Irvine, CA Printing Feb-95 0 64,543 64,543
Com/Tech Communication New York, NY Manufacturing & Production Aug-95 0 58,004 58,004
Commercial Food Equipment Co. Tempe, AZ Computerss Jan-97 0 33,299 33,299
Compuflex Systems Edison, NJ Computers Jun-96 0 99,228 99,228
Concept II Graphics, Inc. Baltimore, MD Manufacturing & Production Feb-95 0 117,790 117,790
Coppinger & Affiliates Cleveland, TN Printing Feb-95 0 47,018 47,018
Copy Corner, Inc. San Diego, CA Printing Feb-95 0 25,592 25,592
Corporate Printing, Inc. Tampa, FL Printing Feb-95 0 30,602 30,602
Creative Directors, Inc. Coral Gables, FL Manufacturing & Production Feb-95 0 26,041 26,041
Creative Playthings Herndon, PA Manufacturing & Production Jun-95 343,336 35,301 378,637
Creative Playthings Ltd. Framingham, MA Material Handling Jan-96 39,397 4,607 44,004
Creative Playthings Ltd. Framingham, MA Manufacturing & Production Jan-96 272,439 30,196 302,634
Creative Printing & Graphic Orlando, FL Printing Feb-95 0 26,196 26,196
Crooks Printing Service, Inc. Hollywood, FL Printing Feb-95 0 27,801 27,801
Crooks Printing Service, Inc. Hollywood, FL Printing Feb-95 0 29,214 29,214
Cumberland Farms Inc. Canton, MA Manufacturing & Production Oct-95 0 3,200,554 3,200,554
Curtin & Pease/Peneco, Inc. Tampa, FL Printing Feb-95 0 28,549 28,549
Custom Black & White Santa Ana, CA Printing Feb-95 0 55,227 55,227
D.G.A. Printing, Inc. Sterling Height, MI Printing Feb-95 0 25,710 25,710
D.S.I. Graphics, Inc. Irvine, CA Printing Feb-95 0 47,158 47,158
David Levey Concord, CA Restaurant Equipment Aug-95 0 85,143 85,143
David Levey Concord, CA Restaurant Equipment Sep-95 0 117,421 117,421
Delco Oil, Inc. Deland, FL Fixtures Oct-96 0 124,673 124,673
Dicon Inc. Fairlawn, NJ Manufacturing & Production Aug-95 0 46,388 46,388
Digit Imaging Centers, Inc. Minneapolis, MN Computers Feb-95 0 163,080 163,080
Diversifax, Inc. Valley Stream, NY Manufacturing & Production Feb-97 0 59,690 59,690
DJ's Woodshop St. Augustine, FL Computers Oct-96 0 33,377 33,377
DLD Partners Sand City, CA Manufacturing & Production Apr-96 0 30,875 30,875
Doran Printing Co. Inc. New Brunswick, NJ Manufacturing & Production Aug-95 0 31,505 31,505
Doyle Printing & Offset Co. Landover, MD Printing Feb-95 0 126,596 126,596
Draughon Brothers, Inc. Fayetteville, NC Audio Nov-96 0 59,049 59,049
Duncan Oil Company, Inc. Beavercreek, OH Fixture Mar-94 0 116,421 116,421
E. John Schmitz & Sons, Inc. Sparks, MD Printing Feb-95 0 32,377 32,377
E.R.S. Wash Inc. Glouster, MA Restaurant Equipment Nov-95 0 52,487 52,487
Eagle Graphics, Inc. Wall, NJ Printing Feb-95 0 49,511 49,511
Eberle Communications Group Mclean, VA Furniture Nov-94 0 119,407 119,407
Economy Motels, Inc. Shreveport, LA Fixture Jun-94 0 42,320 42,320
Econ-O-Plate, Inc. Los Angeles, CA Printing Feb-95 0 39,520 39,520
Econ-O-Plate, Inc. Los Angeles, CA Printing Feb-95 0 316,135 316,135
Editran, Inc. Milwaukee, WI Video Production Oct-96 0 31,807 31,807
Edwards Graphic Arts, Inc. Des Moines, IA Printing Feb-95 0 38,291 38,291
Electric Pencil Los Angeles, CA Computers Feb-95 0 37,768 37,768
Electro Graphics Fountain Valley, CA Printing Feb-95 0 58,499 58,499
Electronic Publishing Services Kahului, HI Printing Feb-95 0 88,012 88,012
Eli's, Inc. Omaha, NE Manufacturing & Production Mar-95 0 410,745 410,745
Eli's, Inc. Omaha, NE Printing Feb-95 0 362,433 362,433
Eli's, Inc. Omaha, NE Computers Feb-95 0 33,797 33,797
Elk Litho Service, Inc. Fraser, MI Printing Feb-95 0 35,633 35,633
Elmwood Park Physcl Therapy Elmwood Park, NJ Medical Aug-95 0 38,614 38,614
Enhanced Commnctns New Castle, DE Furniture Jul-96 0 50,544 50,544
Entrepreneur, Inc. Irvine, CA Printing Feb-95 0 43,448 43,448
Equinox Travel Inc. Manhasset, NY Manufacturing & Production Aug-95 0 30,195 30,195
Eurocolor Corp. San Francisco, CA Office Equipment Aug-95 0 27,724 27,724
Ever Ready Printers San Francisco, CA Printing Feb-95 0 25,092 25,092
Executive Computer Services Clearwater, FL Printing Feb-95 0 27,373 27,373
Eye Four Color, Inc. Marina Del Rey, CA Printing Feb-95 0 47,067 47,067
F & F General Corp. Brooklyn, NY Computers Aug-95 0 47,752 47,752
Fairfield Center East Orange, NJ Manufacturing & Production Aug-95 0 50,393 50,393
Fender Mender, Inc. Ft. Lauderdale, FL Automotive Jan-97 0 60,969 60,969
Fidelity Printing Corp. Saint Petersbur, FL Printing Feb-95 0 33,213 33,213
Fidelity Printing Corp. Saint Petersbur, FL Printing Feb-95 0 75,061 75,061
Field Fresh Foods Inc. Inglewood, CA Restaurant Feb-97 0 55,524 55,524
Fitch Graphics Ltd. New York, NY Printing Feb-95 0 62,674 62,674
For Color Springfield, IL Printing Feb-95 0 25,014 25,014
Fordick Corp. Lenexa, KS Manufacturing & Production Jan-95 0 28,250 28,250
Fox Family Printing Las Vegas, NV Printing Feb-95 0 115,553 115,553
Fox Family Printing Las Vegas, NV Printing Feb-95 0 51,829 51,829
France Croissant, Ltd. New York, NY Restaurant Oct-96 0 52,450 52,450
Frantz Printing Service, Inc. Dallas, TX Printing Feb-95 0 43,863 43,863
Fredco Manufacturer's Mission Viego, CA Computers Apr-94 0 26,079 26,079
G & W Enterprises, Inc. Sacramento, CA Printing Feb-95 0 81,747 81,747
General Computer Corp. Twinsburg, OH Computers Aug-95 0 46,784 46,784
Gesek's, Inc. Glen Burnie, MD Automotive Nov-94 0 27,829 27,829
Girardo & Decaro Cardiolo Philadelphia, PA Medical Aug-95 0 31,874 31,874
Glenville Family Dental Glenville, NY Computers Aug-95 0 26,209 26,209
Global Graphics, Inc. Elmhurst, IL Computers Feb-95 0 51,499 51,499
Global Group, Inc. Fort Worth, TX Printing Feb-95 0 33,277 33,277
Glory Bound Nashville, TN Printing Feb-95 0 51,168 51,168
Gopher State Litho Corp. Minneapolis, MN Printing Feb-95 0 69,910 69,910
Graphicomm San Diego, CA Printing Feb-95 0 26,212 26,212
Graphics Plus Printing, Inc. Cortland, NY Printing Feb-95 0 260,067 260,067
Great Impressions, Inc. Nashville, TN Printing Feb-95 0 42,082 42,082
Greece Central School District North Greece, NY Printing Feb-95 0 41,635 41,635
Grossmont Medical Center La Mesa, CA Computers Aug-95 0 27,239 27,239
Guffey Enterprises, Inc. Mammoth Lakes, CA Retail Jul-96 0 31,757 31,757
H.W. Shepherd & Sons, Inc Richburg, SC Manufacturing & Production Dec-96 0 38,812 38,812
Hafer Marketing Corp. Clearwater, FL Manufacturing & Production Oct-95 0 47,614 47,614
Haig Press, Inc. Plainview, NY Printing Feb-95 0 48,906 48,906
Haig's Printing Palm Springs, CA Printing Feb-95 0 33,566 33,566
Hamco Corp. Poughkeepsie, NY Printing Feb-95 0 443,524 443,524
Hamco Corp. Poughkeepsie, NY Printing Feb-95 0 26,382 26,382
Hampton Pediatric Dental Southampton, NY Medical Aug-95 0 28,955 28,955
Harvard Pinnacle Group Harvard, MA Manufacturing & Production Aug-95 0 30,535 30,535
Hauppauge Record Manuf. Hauppauge, NY Manufacturing & Production Nov-96 0 65,759 65,759
Healthsmart Inc. Ossining, NY Manufacturing & Production Aug-95 0 36,202 36,202
Heritage Printing & Graphics Lexington Park, MD Printing Feb-95 0 62,626 62,626
Hodgins Printing Co., Inc. Batavia, NY Printing Feb-95 0 36,113 36,113
Home Paramount Pest Control Co. Baltimore, MD Printing Feb-95 0 37,676 37,676
Hotopp Associates Limited New York, NY Computers Feb-96 0 58,646 58,646
Howard Schwartz Recording New York, NY Audio Equipment Aug-95 0 43,608 43,608
Howard University Washington, DC Printing Feb-95 0 125,401 125,401
HSM Packaging Syracuse, NY Printing Feb-95 0 26,008 26,008
Hunt Valley Motor Coach, Inc. Hunt Valley, MD Computers Mar-95 0 34,977 34,977
Ibbetson Enterprises Mount Laurel, NJ Manufacturing & Production Apr-96 0 56,511 56,511
Idom Inc. Newark, NJ Furniture Aug-95 0 35,487 35,487
Industrial Printing Anaheim, CA Manufacturing & Production Feb-95 0 52,197 52,197
Ink On Paper Printing Co. Farmington Hill, MI Printing Feb-95 0 37,979 37,979
Inland Color Graphics Corona, CA Printing Feb-95 0 201,733 201,733
Inland Color Graphics Corona, CA Printing Feb-95 0 28,353 28,353
Inland Printworks Riverside, CA Printing Feb-95 0 110,604 110,604
Institute Publishing, Inc. Loganville, GA Printing Feb-95 0 227,055 227,055
Institute Publishing, Inc. Loganville, GA Printing Feb-95 0 27,568 27,568
Institutional Laundry Services Lakewood, NJ Manufacturing & Production Aug-95 0 39,636 39,636
Intellisys Technology Corp. Fairfax, VA Printing Feb-95 0 28,768 28,768
Interactive Sites, Inc. Phoenix, AZ Office Equipment. Nov-96 0 28,701 28,701
Inter-Link Investment Visalia, CA Furniture Jun-96 0 55,078 55,078
International Circuits & Comp. Anaheim, CA Computers Jul-96 0 59,350 59,350
International Software Frederick, MD Printing Feb-95 0 50,695 50,695
International Software Frederick, MD Printing Feb-95 0 177,146 177,146
International Software Frederick, MD Printing Feb-95 0 42,216 42,216
Intersolv, Inc. Rockville, MD Computers Dec-94 956,149 99,775 1,055,923
Intersolve, Inc. Rockville, MD Computers Mar-95 2,373,543 314,047 2,687,590
Interstate Graphics Dayton, OH Printing Feb-95 0 58,119 58,119
IPS Corporation Gardena, CA Printing Feb-95 0 26,606 26,606
Isons Kwick Printing Center Winter Park, FL Printing Feb-95 0 36,636 36,636
J & B Finishing Tucker, GA Printing Feb-95 0 47,067 47,067
J & M Ventures Morgan Hill, CA Manufacturing & Production Apr-96 0 54,083 54,083
J & M Ventures, Inc. Morgan Hill, CA Manufacturing & Production Mar-96 0 46,382 46,382
J & R Graphics, Inc. Hanover, MA Printing Feb-95 0 207,509 207,509
J K Strauss, Inc. Indianapolis, IN Printing Feb-95 0 26,872 26,872
J.M. Rosen Corp. Petaluma, CA Retail Jul-96 0 50,375 50,375
Jaguar Litho, Inc. Anaheim, CA Computers Feb-95 0 166,979 166,979
Jimmy the Printer Upland, CA Printing Feb-95 0 48,982 48,982
John M. Riddle Mendota, CA Medical Feb-96 0 58,295 58,295
Joseph Sansevere DMD Flemington, NJ Medical Aug-95 0 41,026 41,026
JP Graphics & Printing Lake Elsinore, CA Printing Feb-95 0 27,996 27,996
JRS Trucking & A & J Container Springfld Gdns, NY Material Handling Jan-97 0 31,079 31,079
K T Press Orlando, FL Printing Feb-95 0 49,745 49,745
K.C. Gutenberg, Inc. Phoenix, AZ Printing Feb-95 0 249,944 249,944
Kaminer & Thomson, Inc. Charlottesville, VA Printing Feb-95 0 122,579 122,579
Kandall Fabr. & Supply East Rutherford, NJ Computers Aug-95 0 32,696 32,696
Kennel-Aire, Inc. Plymouth, MN Fixtures Nov-96 0 43,777 43,777
Kevin Berg & Assoc., Inc. Chicago, IL Office Equipment. Nov-96 0 57,676 57,676
Keystone Custodian Funds Boston, MA Computers Mar-95 2,000,558 242,355 2,242,913
Keystone Investment Mgmt Co. Boston, MA Computers Sep-95 421,324 49,527 470,851
Kilpatrick Graphics Marietta, GA Printing Feb-95 0 34,382 34,382
Kilpatrick Graphics Marietta, GA Printing Feb-95 0 34,230 34,230
Kilpatrick Graphics Marietta, GA Manufacturing & Production Feb-95 0 48,083 48,083
Kings Smile Dental & Medical Brooklyn, NY Medical Aug-95 0 34,647 34,647
Knight's Inc. Beebe, AR Retail Oct-95 0 128,694 128,694
Knight'S Inc. Beebe, AR Retail Jun-95 0 125,141 125,141
Kobayashi Electronics Corp. Long Beach, CA Furniture Jan-97 0 31,584 31,584
Kochar/Gurprett MD Ridley Park, PA Medical Aug-95 0 41,546 41,546
Kohn, Inc. Owings Mills, MD Printing Feb-95 0 51,178 51,178
Kolton/Shimlock & Gruss New York, NY Medical Aug-95 0 29,853 29,853
Korobkin & Associates Irvine, CA Computers Feb-95 0 25,614 25,614
Kovin Corp., Inc. San Diego, CA Printing Feb-95 0 26,330 26,330
L.A.W. Development Corp. N. Miami Beach, FL Restaurant Jul-96 0 36,386 36,386
La Grange Printers, Inc. La Grange, IL Printing Feb-95 0 36,537 36,537
Laberge Printers, Inc. Orlando, FL Printing Feb-95 0 27,512 27,512
Laguna Graphic Design Irvine, CA Printing Feb-95 0 25,076 25,076
Laguna Graphics Arts Irvine, CA Printing Feb-95 0 49,380 49,380
Lasergraphics Printing Torrance, CA Printing Feb-95 0 45,049 45,049
Laws Technology, Inc. Hickory, NC Manufacturing & Production Jul-96 0 46,205 46,205
Leavens Awards Co Inc. Attleboro, MA Computers Aug-95 0 54,711 54,711
Legend Lithograph Van Nuys, CA Printing Feb-95 0 30,884 30,884
Lenexa Dental Group Chartered Lenexa, KS Telecommunications Dec-94 0 35,338 35,338
Lettermen Inc. Blane, MN Manufacturing & Production Sep-95 0 26,525 26,525
Limra International Inc. Windsor, CT Computers Jan-96 490,477 46,494 536,971
Lisa M Mcconnell, Inc. San Diego, CA Printing Feb-95 0 104,938 104,938
Litho Impressions, Inc. Temple Hills, MD Printing Feb-95 0 195,078 195,078
Litho Legends, Inc. Fairfax, VA Printing Feb-95 0 34,845 34,845
Lodge Laser Graphics Las Vegas, NV Printing Feb-95 0 40,214 40,214
Lote Enterprises Chicago, IL Restaurant Equipment Feb-96 0 30,415 30,415
Lotus Productions Inc Atlanta, GA Video Production Oct-96 0 43,639 43,639
Lowes & Kendis, Inc. Tustin, CA Computers Feb-95 0 343,309 343,309
M Copiers, Inc. San Diego, CA Printing Feb-95 0 58,378 58,378
Mac Press Group, Inc. Hyde Park, MA Printing Feb-95 0 209,961 209,961
Main Office Supply Coshocton, OH Printing Feb-95 0 42,963 42,963
Manufacturer's Products Warren, MI Manufacturing & Production Sep-96 0 258,267 258,267
Manufacturers Products Co. Warren, MI Manufacturing & Production Dec-95 0 846,717 846,717
Manufacturers Products Co. Warren, MI Manufacturing & Production Apr-96 0 218,566 218,566
Marick, Inc. Phoenix, AZ Printing Feb-95 0 52,869 52,869
Mario G. Loomis MD PC Middletown, NY Computers Aug-95 0 31,252 31,252
Mark Levenson MD New York, NY Medical Aug-95 0 37,475 37,475
Mark Popkin MD Morristown, NJ Medical Aug-95 0 31,076 31,076
Marsh Printing, Inc. Gainesville, FL Printing Feb-95 0 28,217 28,217
Mates Graphics Corp. Clifton, NJ Computers Mar-96 0 36,865 36,865
Max Loftin's Quality Graphics Santa Ana, CA Printing Feb-95 0 326,634 326,634
Mazhar Elamir MD Jersey City, NJ Medical Aug-95 0 41,805 41,805
McK's Tavern dba, Claddagh, Inc.New Smyrna Bch., FL Retail Feb-97 0 28,212 28,212
Mega Mart Inc. Astoria, NY Retail Aug-95 0 45,774 45,774
Mekong Printing Santa Ana, CA Printing Feb-95 0 137,276 137,276
Mekong Printing Santa Ana, CA Printing Feb-95 0 65,238 65,238
Mel Printing Co., Inc. Melvindale, MI Printing Feb-95 0 36,206 36,206
Melco Group, Inc. Fishers, IN Printing Feb-95 0 36,193 36,193
Meldrum Associates, Inc. Sommersville, NJ Computers Jul-96 0 29,419 29,419
Merlin Group Colorado Spring, CO Fixtures Jul-96 0 44,404 44,404
Met Food Dba, JCA Food Corp Jamaica, NY Fixtures Jan-97 0 51,937 51,937
Metro Graphics, Inc. Orlando, FL Printing Feb-95 0 52,588 52,588
Michael Gershanok DDS Scarsdale, NY Medical Aug-95 0 27,174 27,174
Microtrek Enterprises Inc. New York, NY Telecommunications Jun-95 0 44,888 44,888
Millflow Spice Corp. Lindenhurst, NY Manufacturing & Production Aug-95 0 29,345 29,345
Miltburne Drug Co. Melrose Park, IL Retail Aug-95 0 33,425 33,425
Mini-Maid Systems, Inc. Coeur D Alene, ID Printing Feb-95 0 289,781 289,781
Mise En Place Inc. Tampa, FL Computers Mar-96 0 27,086 27,086
Mixed Media Dba, M. Bamanian Glendale, CA Printing Feb-97 0 36,547 36,547
Modern Age Business Forms Phoenix, AZ Manufacturing & Production Feb-95 0 52,456 52,456
Mohammed Jawed Garland, TX Manufacturing & Production Jun-95 0 31,828 31,828
Monitor, Co. Cambridge, MA Computers Jun-95 779,370 58,517 837,887
Moon & Stars Specialty Foods Los Angeles, CA Restaurant Jun-95 0 28,043 28,043
Morgan's Creative Restaurant Beachwood, OH Restaurant Jun-95 0 138,653 138,653
Morris Lithostrippers Anaheim, CA Printing Feb-95 0 30,619 30,619
Moss Beach Distillery Moss Beach, CA Restaurant Oct-96 0 50,757 50,757
Multi-Image Graphics, Inc. Buffalo, NY Manufacturing & Production Feb-95 0 115,349 115,349
My Own Printing Co. Anaheim, CA Printing Feb-95 0 27,654 27,654
N.Y.C.B. Enterprises,Inc. Parsipanny, NJ Restaurant Oct-96 0 32,948 32,948
Nanda D'Aleo DDS Inwood, NY Medical Aug-95 0 34,230 34,230
Nassau County Eye Associcates Garden City, NY Medical Aug-95 0 29,907 29,907
National Wire Alloy, Inc. Fountain Inn, SC Manufacturing & Production Nov-94 0 33,180 33,180
Nationwide Business Systems Norcross, GA Printing Feb-95 0 29,922 29,922
Needleworks Inc. Millersburg, PA Manufacturing & Production Aug-95 0 48,740 48,740
Nehoc Enterprises Coral Springs, FL Manufacturing & Production Jul-96 0 53,029 53,029
Network Circuit Technologies Redmond, WA Manufacturing & Production Nov-95 0 93,598 93,598
Network Printing, Inc. Gaithersburg, MD Manufacturing & Production Feb-95 0 39,297 39,297
News World Communications Washington, DC Manufacturing & Production Feb-95 0 204,921 204,921
Newscape Technology Seattle, WA Computers Jul-96 0 61,213 61,213
NFA Corp. Chestnut Hill, MA Manufacturing & Production Jan-96 2,251,872 260,524 2,512,396
Niehaus Ryan Group S.San Francisco, CA Furniture Oct-96 0 50,255 50,255
Nix Printing Columbus, GA Printing Feb-95 0 41,675 41,675
No Anchovies Italian Restaurant Palm Beach, FL Restaurant Mar-95 0 205,485 205,485
Norman Smith MD Florham Park, NJ Computers Aug-95 0 30,802 30,802
Nyt Video News International Conshohocken, PA Manufacturing & Production Aug-95 0 25,421 25,421
Oakdale Printing Pleasant Ridge, MI Printing Feb-95 0 40,176 40,176
Occupational & Hand Therapy Orland Park, IL Manufacturing & Production Aug-95 0 26,237 26,237
Ocean Medical Group PC Brooklyn, NY Medical Aug-95 0 26,111 26,111
Ohio Clinic For Aesthetic C/O Westlake, OH Medical Aug-95 0 30,250 30,250
Old Dominion Freight Line Highpoint, NC Manufacturing & Production Mar-95 402,443 42,460 444,903
Omni Printing, Inc. Clearwater, FL Printing Feb-95 0 141,345 141,345
Onfopower Internat'L.,Inc. Heathrow, FL Furniture Oct-96 0 52,450 52,450
Open Development Corp. Norwood, MA Computers Apr-96 0 55,125 55,125
Open Development Corp. Norwood, MA Computers Jun-96 0 53,303 53,303
Orange County Nameplate Co. Santa Fe Spring, CA Printing Feb-95 0 35,942 35,942
Orthodontics For Children Haddonfield, NJ Medical Aug-95 0 27,807 27,807
Output San Francisco, CA Printing Feb-95 0 36,829 36,829
Ozark Printing, Inc. Ozark, MO Printing Feb-95 0 61,954 61,954
Pacific Bagel Partners, L.P. Rancho Snta Mar, CA Restaurant Jan-97 0 304,273 304,273
Pacific Equity Services Vancouver, WA Computers Jul-96 0 50,127 50,127
Pacific Homes Woodland Hills, CA Telecommunications Mar-96 0 31,272 31,272
Pacific Homes Woodland Hills, CA Telecommunications Apr-96 0 32,562 32,562
Pacific West Litho, Inc. Anaheim, CA Printing Feb-95 0 118,017 118,017
Palm Print, Inc. West Palm Beach, FL Printing Feb-95 0 27,921 27,921
Patricia L. Johnson DMD Philadelphia, PA Medical Aug-95 0 32,381 32,381
Peninsula Blueprint, Inc. Mountain View, CA Computers Mar-96 0 31,270 31,270
Peninsula Printing Corporation Newport News, VA Printing Feb-95 0 37,967 37,967
People'S Value Services, Inc. West Orange, NJ Fixtures Jan-97 0 25,461 25,461
Performance Press, Inc. Orlando, FL Printing Feb-95 0 67,956 67,956
Phillips Productions, Inc. Dallas, TX Video Production Jun-94 0 82,844 82,844
Phoenix Manufacturers Inc. Mcallen, TX Manufacturing & Production Aug-95 0 27,816 27,816
Photo Finish Las Vegas, NV Manufacturing & Production Aug-95 0 26,758 26,758
Pioneer Press, Inc. Rockville, MD Printing Feb-95 0 49,752 49,752
Platinum Communications Inc. Dallas, TX Computers Feb-96 0 37,781 37,781
Ponte Vedra Printing, Inc. Ponte Vedra Bea, FL Printing Feb-95 0 43,480 43,480
Popcorn Press, Inc. Troy, MI Printing Feb-95 0 150,780 150,780
Post Modern Edit, Inc. Santa Ana, CA Video Production Jan-97 0 37,456 37,456
Potomac Press, Inc. Sterling, VA Printing Feb-95 0 40,861 40,861
Precision Converter Oxford, PA Printing Feb-95 0 51,328 51,328
Precision Graphics Amherst, NY Printing Feb-95 0 36,038 36,038
Precision Pallets & Lumber Addison, PA Manufacturing & Production Aug-95 0 33,215 33,215
Precision Pre Press, Inc. Burke, VA Printing Feb-95 0 61,335 61,335
Press Express, Inc. Hanover, MD Printing Feb-95 0 35,157 35,157
Prestige Graphics, Inc. New Berlin, WI Printing Feb-95 0 135,363 135,363
Prestige Graphics, Inc. Las Vegas, NV Printing Feb-95 0 40,349 40,349
Prestige Graphics, Inc. New Berlin, WI Printing Feb-95 0 29,542 29,542
Primary Color Systems Corp. Irvine, CA Printing Feb-95 0 58,058 58,058
Prime Mover Irvine, CA Printing Feb-95 0 33,823 33,823
Print Perfect, Inc. Batavia, IL Printing Feb-95 0 63,112 63,112
Print Rite Printing & Graphics San Diego, CA Printing Feb-95 0 25,416 25,416
Printastic, Inc. Carlsbad, CA Printing Feb-95 0 75,619 75,619
Printing By Rodney Campbell, CA Printing Feb-95 0 86,395 86,395
Printing Gallery Florence, KY Printing Feb-95 0 77,448 77,448
Printing Impressions, Inc. Pompano Beach, FL Printing Feb-95 0 31,980 31,980
Prism Printing & Design Warren, NJ Printing Aug-95 0 35,752 35,752
Professional Litho Art, Inc. Minneapolis, MN Printing Feb-95 0 111,430 111,430
Professional Packaging Fairfield, NJ Manufacturing & Production Aug-95 0 28,250 28,250
Prospect Park Press, Inc. West Chesterfie, NH Printing Feb-95 0 106,705 106,705
Proteus Typography, Inc. Palo Alto, CA Printing Feb-95 0 94,788 94,788
Prout/Ross Dds Inc. Tarzana, CA Medical Aug-95 0 28,304 28,304
PRW Holding Corporation Greenwich, CT Retail Apr-94 0 27,050 27,050
Psinet Inc. Herndon, VA Telecommunications Aug-95 0 1,626,078 1,626,078
Quality House Envelope Grants Pass, OR Printing Feb-95 0 37,306 37,306
Quality Printing Services, Inc. Athens, TN Printing Feb-95 0 83,981 83,981
Quick Print & Bindery of FloridaTallahassee, FL Printing Feb-95 0 100,769 100,769
R Martin Printing & Design, Inc.Costa Mesa, CA Printing Feb-95 0 34,916 34,916
Racing Technology Corp. Milwaukee, WI Video Production Nov-96 0 53,819 53,819
Rainbow Printing, Inc. Marietta, GA Printing Feb-95 0 240,561 240,561
Rainbow Printing, Inc. Marietta, GA Printing Feb-95 0 29,592 29,592
Rainbow Property Mgt. West Orange, NJ Computers Aug-96 0 33,658 33,658
Reading Cleaner & Tailoring In Reading, MA Manufacturing & Production Jun-95 0 43,243 43,243
Rehabilitation Associates Utica, NY Manufacturing & Production Aug-95 0 37,152 37,152
Reliance Graphics, Inc. Marietta, GA Printing Feb-95 0 56,332 56,332
River Valley Family Medical Barryville, NY Manufacturing & Production Aug-95 0 45,114 45,114
Rmh Sales & Marketing Wynnewood, PA Manufacturing & Production Aug-95 0 28,478 28,478
Robertshaw Controls Co. New Stanton, PA Manufacturing & Production Oct-95 49,806 5,904 55,711
Robertshaw Controls Co. Kittery, ME Manufacturing & Production Oct-95 114,190 14,239 128,428
Roc Communities, Inc. Ellenton, FL Manufacturing & Production Aug-96 0 63,149 63,149
Rose Casual Dining Inc. Newtown, PA Restaurant Equipment Sep-95 0 268,961 268,961
Royal Business Group, Inc. Oceanside, CA Printing Feb-95 0 393,783 393,783
Royal Press of Central Florida Longwood, FL Printing Feb-95 0 44,349 44,349
RPM Color Graphics San Diego, CA Printing Feb-95 0 67,066 67,066
RSE, Inc. Bakersfield, CA Printing Feb-95 0 184,184 184,184
Ryden, Inc. Austin, TX Printing Feb-95 0 111,669 111,669
Santoro Printing North Hollywood, CA Printing Feb-95 0 28,846 28,846
Satterwhite Printing Co., Inc. Richmond, VA Manufacturing & Production Feb-95 0 41,603 41,603
Scannercraft, Inc. Salt Lake City, UT Computers Feb-95 0 98,903 98,903
Schmidt-Fletcher Medical Newton, NJ Medical Aug-95 0 31,209 31,209
Schonfeld Securities, Inc. Jericho, NY Furniture Dec-94 0 362,371 362,371
Sciandra Enterprises, Inc. Jacksonville, FL Printing Feb-95 0 33,110 33,110
Scores International, Inc. Boston, MA Audio Feb-97 0 25,206 25,206
Scott E. Newman MD PC Yonkers, NY Medical Aug-95 0 28,054 28,054
Scott-Merriman, Inc. Dallas, TX Printing Feb-95 0 35,583 35,583
Sentinel Printing Co., Inc. Saint Cloud, MN Printing Feb-95 0 45,234 45,234
Shasta Graphics, Inc. El Toro, CA Printing Feb-95 0 35,003 35,003
Shasta Graphics, Inc. El Toro, CA Printing Feb-95 0 189,656 189,656
Shriji Corp. Gallup, NM Furniture Mar-94 0 138,094 138,094
Siebe North Inc. Rockford, IL Manufacturing & Production Sep-95 242,278 23,016 265,294
Siebe North Inc. Cranston, RI Manufacturing & Production Sep-95 151,257 14,561 165,818
Simon/Drabkin & Margulies New York, NY Computers Aug-95 0 26,705 26,705
Sir Speedy Printing Canoga Park, CA Printing Feb-95 0 35,056 35,056
Smith Lithographic Arts, Inc. Tustin, CA Printing Feb-95 0 146,438 146,438
Smithkline Beecham Clinical LabsCollegeville, PA Telecommunications Jun-97 0 78,627 78,627
Snewo Graphics, Inc. Tempe, AZ Printing Feb-95 0 41,548 41,548
So. Island Medical Associates Far Rockaway, NY Medical Aug-95 0 26,955 26,955
Somers Leasing Corp. Somers, NY Medical Feb-97 0 25,817 25,817
Sound Chamber Records N. Hollywood, CA Audio Jan-97 0 39,986 39,986
Spc Semaan Printing Co., Inc. Placentia, CA Printing Feb-95 0 57,450 57,450
Spectrum Graphics Roswell, GA Printing Feb-95 0 26,888 26,888
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 32,051 32,051
Spectrum Press, Inc. Richmond, VA Manufacturing & Production Feb-95 0 25,090 25,090
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 28,300 28,300
Spectrum Press, Inc. Richmond, VA Manufacturing & Production Feb-95 0 72,886 72,886
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 48,353 48,353
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 98,636 98,636
Speedy Bindery, Inc. San Diego, CA Printing Feb-95 0 32,003 32,003
Speedy Bindery, Inc. San Diego, CA Printing Feb-95 0 150,175 150,175
Spindler/Andre & Bellovin Bayside, NY Medical Aug-95 0 31,398 31,398
St. Bernard R.C. Church Levittown, NY Manufacturing & Production Aug-95 0 36,862 36,862
St. George Quality Car Wash St.George, UT Manufacturing & Production Feb-97 0 25,380 25,380
St. Joseph's University Philadelphia, PA Manufacturing & Production Feb-95 0 38,535 38,535
St. Mary's Children Syosset, NY Computers Jun-94 0 42,682 42,682
St. Mary's Children Syosett, NY Computers Dec-94 0 91,213 91,213
Staines, Inc. Somerdale, NJ Printing Feb-95 0 25,209 25,209
Standard-Hart Printing Co., Inc.Topeka, KS Manufacturing & Production Feb-95 0 233,870 233,870
Starr Printing Co. Casselberry, FL Printing Feb-95 0 25,970 25,970
Staunton-Chow Engineers Jersey City, NJ Furniture Oct-96 0 52,752 52,752
Sterling Litho Placentia, CA Printing Feb-95 0 153,287 153,287
Stinnett Printing Maryville, TN Printing Feb-95 0 26,032 26,032
Strube Packing Co. Rowena, TX Restaurant Jul-96 0 34,204 34,204
Sun Photo Morehead City, NC Printing Feb-95 0 48,400 48,400
Supreme Printing Co. Dallas, TX Printing Feb-95 0 204,496 204,496
Swell Printing Irvine, CA Printing Feb-95 0 191,289 191,289
T W Recreational Services, Inc. Yellowstone Nat,WY Printing Feb-95 0 34,014 34,014
T.B.G. of Flushing, Inc. Whitestone, NY Restaurant Nov-94 0 309,000 309,000
Takahiro Kono, Inc. Honolulu, HI Printing Feb-95 0 29,220 29,220
Tani Farms, Inc. Santa Maria, CA Manufacturing & Production Oct-96 0 55,551 55,551
Taufig Ahmed Ft. Worth, TX Manufacturing & Production Apr-95 0 27,720 27,720
TBJ Graphic Arts Supply, Inc. Coventry, RI Computers Feb-95 0 29,602 29,602
Technical Graphics Services Severna Park, MD Manufacturing & Production Feb-95 0 38,390 38,390
Technographics Pontiac, MI Printing Feb-95 0 89,093 89,093
Tendler Printing, Inc. Mableton, GA Printing Feb-95 0 104,956 104,956
Terrapin Cleaners, Inc. Ft. Lauderdale, FL Manufacturing & Production Sep-94 0 27,001 27,001
Terry W. Slaughter DDS Salinas, CA Computers Aug-95 0 40,120 40,120
Terry'S Autobody & Paint Oceanside, CA Computers Aug-95 0 27,953 27,953
Texas Utilities Services Inc. Dallas, TX Telecommunications Mar-97 0 46,349 46,349
Texas Utilities Services Inc. Dallas, TX Telecommunications Mar-97 186,715 31,830 218,545
Texas Utilities Services, Inc. Dallas, TX Telecommunications Dec-97 0 139,209 139,209
Tex-World, Inc. Marietta, GA Manufacturing & Production Oct-96 0 50,287 50,287
The Art Department of Rome Rome, GA Printing Feb-95 0 30,291 30,291
The Automobile Club of Missouri Saint Louis, MO Manufacturing & Production Feb-95 0 113,154 113,154
The Bagel Peddler Inc. Tallahassee, FL Restaurant Equipment Nov-95 0 42,669 42,669
The Barton-Gillet Co., Inc. Baltimore, MD Computers Feb-95 0 36,207 36,207
The Big Room Irvine, CA Printing Feb-95 0 124,780 124,780
The Elson Sudi Corporation Pittsburgh, PA Printing Feb-95 0 25,669 25,669
The Fisher Co. Grand Rapids, MI Printing Feb-95 0 25,456 25,456
The Fisher Co. Grand Rapids, MI Printing Feb-95 0 96,944 96,944
The Foxboro Company Foxboro, MA Manufacturing & Production Dec-94 2,208,437 318,179 2,526,616
The Foxboro Company Foxboro, MA Computers Mar-95 2,719,251 344,980 3,064,231
The Foxboro Company Foxboro, MA Computers Jun-95 1,226,129 88,589 1,314,718
The George Group Inc. Dallas, TX Audio Equipment Feb-96 0 47,167 47,167
The Grand Union Company Wayne, NJ Retail Mar-94 0 285,267 285,267
The Monitor Company Cambridge, MA Computers Mar-95 2,436,477 196,773 2,633,250
The Print Shop Orlando, FL Printing Feb-95 0 42,838 42,838
The Print Shop Orlando, FL Printing Feb-95 0 44,990 44,990
The Printery Greensboro, NC Printing Feb-95 0 30,954 30,954
The Printing Gallery Florence, KY Printing Feb-95 0 39,198 39,198
The Printing Standard Corp. Kennesaw, GA Printing Feb-95 0 36,554 36,554
The Printmaker Ltd. Santa Fe, NM Manufacturing & Production Feb-95 0 37,174 37,174
The Proceres Companies, Inc. Savage, MD Construction Nov-94 0 32,848 32,848
The West Company Lionville, PA Manufacturing & Production Mar-95 754,335 100,354 854,689
The World & News Communic. Washington, DC Computers Feb-95 0 107,248 107,248
Thorpe Printing Services, Inc. Marysville, MI Printing Feb-95 0 499,345 499,345
Thunder Audio Inc. Lincoln Park, MI Audio Equipment Jan-96 0 61,281 61,281
Thunderbird Press Titusville, FL Printing Feb-95 0 90,708 90,708
TJ Printing, Inc. New Berlin, WI Printing Feb-95 0 40,678 40,678
TLC Printing & Copying Co., Inc.Metairie, LA Printing Feb-95 0 50,498 50,498
Tollgate Laundry Ctr Groton, CT Manufacturing & Production Aug-96 0 43,057 43,057
Tomken Die Cutting, Inc. Opa Locka, FL Printing Feb-95 0 47,916 47,916
Trade Bindery, Inc. Fort Lauderdale, FL Manufacturing & Production Feb-95 0 26,310 26,310
Trade Bindery, Inc. Fort Lauderdale, FL Printing Feb-95 0 39,030 39,030
Truck Toys, Inc. Sedro Wooley, WA Automotive Jul-96 0 34,777 34,777
Twin Rivers Printing Madison, NC Manufacturing & Production Feb-95 0 45,105 45,105
Typography Plus, Inc. Dania, FL Printing Feb-95 0 38,994 38,994
Ultrasound Health Systems Brooklyn, NY Medical Aug-95 0 29,194 29,194
Ultrasound Hlth.Sys Inc. Brooklyn, NY Medical Oct-96 0 48,823 48,823
United Consumers Club San Diego, CA Telecommunications Jan-97 0 37,437 37,437
Universal Press Ltd. San Clemente, CA Printing Feb-95 0 34,585 34,585
Universal Press Ltd. San Clemente, CA Printing Feb-95 0 30,290 30,290
University Residential Bridgeport, CT Furniture Jun-96 0 58,986 58,986
Unlimited Design Resources, Inc.Lawrenceville, GA Manufacturing & Production Jan-97 0 42,362 42,362
US Exterior Distributors Phoenix, AZ Telecommunications Apr-96 0 33,478 33,478
U-Save Auto Rental of America Hanover, MD Printing Feb-95 0 38,371 38,371
V I P Printing, Inc. Hauppauge, NY Printing Feb-95 0 44,860 44,860
Versatype, Inc. Long Beach, CA Printing Feb-95 0 39,883 39,883
Video Plaza Milford, CT Furniture Mar-95 0 29,923 29,923
Vkng Bkry dba Vkng Bake Shop Denville, NJ Restaurant Jan-97 0 27,938 27,938
Viking Color Separations, Inc. Fairfield, CT Printing Feb-95 0 79,584 79,584
Village Of Freeport Inc. Freeport, NY Office Equipment Aug-95 0 39,090 39,090
Vinings Printing Co., Inc. Atlanta, GA Printing Feb-95 0 44,873 44,873
Vinro, Inc. Albuquerque, NM Printing Feb-97 0 45,331 45,331
W C G P, Inc. Van Nuys, CA Printing Feb-95 0 63,728 63,728
Warners,A Div.Of Warnaco Bridgeport, CT Fixtures Nov-96 0 27,722 27,722
Warren & Stiles, Inc. Calhoun, GA Printing Feb-95 0 58,612 58,612
Wayne Provision Co. Vernon, CA Manufacturing & Production Apr-96 0 56,374 56,374
Wegman Companies, Inc. Rochester, NY Computers Nov-94 0 103,000 103,000
Westcott Press, Inc. Altadena, CA Printing Feb-95 0 316,150 316,150
Westwind Forms & Graphics San Diego, CA Printing Feb-95 0 28,787 28,787
Wholesale Printers, Inc. Norfolk, VA Printing Feb-95 0 27,575 27,575
Wilderness Plantation Holdings Jane Lew, WV Furniture Feb-97 0 49,667 49,667
Winnett Motels, Inc. Asheville, NC Fixture Sep-94 0 32,998 32,998
Winterhawk Graphics, Inc. Hunt Valley, MD Printing Feb-95 0 132,666 132,666
Wissing's, Inc. San Diego, CA Printing Feb-95 0 131,986 131,986
Woodbridge Stereo Woodbridge, NJ Computers Aug-95 0 38,287 38,287
Woodfine Printing Co., Inc. Buffalo, NY Printing Feb-95 0 26,646 26,646
XL Graphics, Inc. Phoenix, AZ Printing Feb-95 0 105,295 105,295
York International Corp. New York, NY Telecommunications Aug-95 0 37,252 37,252
Young Phillips Clemmons, NC Computers Feb-95 0 29,055 29,055
Z T Enterprisess, Inc. Irving, TX Manufacturing & Production Apr-95 0 35,670 35,670
Total Equipment transactions less than $25,000 168,351 10,963,469 11,131,820
------------ ------------ ------------
$88,798,428 $70,602,318 $159,400,746
============ ============ ============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1998:
<TABLE>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing Expended Cost
(1) (2) (3)
- --------------------------- ------------------- -------------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
AAR Chicago, IL Aircraft Nov-97 1,832,359 1,942,300 3,774,659
AJK Associates Islandia, NY Manufacturing & Production Oct-96 $0 $56,361 $56,361
Alexander & Alexander Owings Mills, MD Computers Jan-96 2,805,739 366,163 3,171,902
All Car Distributors Antigo, WI Automotive May-96 0 129,745 129,745
All Car Distributors Antigo, WI Automotive Aug-96 0 147,658 147,658
All Car Distributors Inc. Antigo, WI Automotive Mar-96 0 101,445 101,445
Alpha 1 Products Inc, Hauppauge, NY Computers Oct-96 0 36,546 36,546
America Online , Inc. Dulles, VA Computers Jun-97 11,770,673 714,189 12,484,862
America Online, Inc. Dulles, VA Computers Feb-97 5,574,241 801,620 6,375,861
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,141,857 193,993 2,335,849
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,386,664 217,433 2,604,096
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,457,862 223,919 2,681,781
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,681,039 244,251 2,925,291
Ans Communications, Inc. Purchase, NY Computers Oct-97 3,186,815 301,047 3,487,862
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 3,641,398 329,809 3,971,208
Ans Communications, Inc. Purchase, NY Computers Oct-97 3,687,562 348,351 4,035,913
Ans Communications, Inc. Purchase, NY Computers Oct-97 3,798,716 358,851 4,157,568
Arcade Printing Services North Highlands, CA Printing Nov-96 0 27,652 27,652
Arcade Textiles, Inc. Rock Hill, SC Manufacturing & Production Aug-96 0 116,364 116,364
Audio By The Bay Garden Grove, CA Audio Aug-96 0 59,925 59,925
Automotive Sevice & Parts Wilmington, OH Automotive Sep-96 0 33,062 33,062
AZ 3, Inc. Vernon, CA Mnfctrg & Prdtn Feb-98 0 539,349 539,349
Bio-Medical Devices, Inc. Irvine, CA Manufacturing & Production May-96 0 40,310 40,310
Blount Inc. Montgomery, AL Computers Jan-96 471,271 37,083 508,354
Boca Tecca Cleaners Boca Raton, FL Manufacturing & Production Sep-96 0 53,029 53,029
C & C Finishing No. Babylon, NY Manufacturing & Production Sep-96 0 25,792 25,792
C.J. Menendez Co. Miami, FL Construction May-96 0 50,702 50,702
C.M. Repographics, Inc. Las Vegas, NV Reprographics Jul-96 0 44,804 44,804
C.P. Shades Inc. Sausalito, CA Manufacturing & Production Mar-96 0 247,608 247,608
Carlos Remolina, Md Roselle, NJ Medical Dec-96 0 55,028 55,028
Carnival Cruise Lines Miami, FL Computers Jun-96 877,527 77,826 955,353
CCI Diversified, Inc. Newport Beach, CA Computers Jul-96 0 57,766 57,766
CID Hosiery Mills, Inc. Lexington, NC Manufacturing & Production Oct-96 0 47,658 47,658
CIS Corp. Norcross, GA Telecommunications Mar-97 0 364,823 364,823
CIS Corp. Jersey City, NJ Telecommunications Nov-96 3,870,877 1,319,304 5,190,181
Cleaners Plus Boca Raton, FL Manufacturing & Production Oct-96 0 63,937 63,937
Comm. Task Group,Inc. Buffalo, NY Telecommunications Oct-96 0 51,470 51,470
Comshare Inc. Ann Arbor, MI Computers Sep-96 0 426,019 426,019
Continental Airlines Houston, TX Aircraft Dec-96 9,309,759 2,462,884 11,772,643
Continental Airlines Houston, TX Aircraft Jul-97 13,102,299 1,667,694 14,769,993
Creative Financial Svcs Fayetteville, NC Computers Jul-96 0 37,193 37,193
CT Plastics & Fabrications Simsbury, CT Manufacturing & Production Oct-96 0 39,769 39,769
Dads Farms Henderson, NE Agriculture Oct-96 0 50,835 50,835
DCR Communications Inc. Washington, DC Furniture Feb-96 0 123,781 123,781
Digio, Inc. Woodland Hills, CA Computers Sep-96 0 45,176 45,176
Dryclean USA Dba Osmar,Inc Miami, FL Manufacturing & Production Nov-96 0 61,964 61,964
Environmental Resources Epping, NH Material Handling Dec-96 0 55,854 55,854
Federal Express Corp. Memphis, TN Aircraft Aug-96 34,973,585 7,229,208 42,202,793
First Consumer Funding Kenilworth, NJ Computers Oct-96 0 43,207 43,207
G & G Amusement Commerce, CA Computers Sep-96 0 27,375 27,375
Golden Blasting, Inc. Windham, NH Manufacturing & Production Oct-96 0 58,333 58,333
Golden City Chinese Margate, FL Restaurant Dec-96 0 42,104 42,104
Golden Pharmaceutical Golden, CO Computers Apr-96 0 56,357 56,357
Haemonetics Corp. Braintree, MA Telecommunications Nov-96 0 36,529 36,529
Hollywood Recording Srvcs Hollywood, CA Audio Nov-96 0 45,631 45,631
Horizon Financial Corp Fairfield, NJ Computers Oct-96 0 54,008 54,008
ICT Group, Inc. Langhorne, PA Furniture Aug-96 211,809 61,034 272,843
Infinity Studios, Inc. Brooklyn, NY Audio Jul-96 0 53,561 53,561
Intersolv Inc. Rockville, MD Computers Jan-96 576,678 47,155 623,834
J.C. Penney, Inc. Plano, TX Office Equipment Jun-96 2,199,583 406,402 2,605,985
Kent-Transamericas Brooklyn, NY Computers Aug-96 0 34,946 34,946
Kim Hannaford, Dds Los Alamitos, CA Medical Apr-96 0 38,775 38,775
Knoxville Men's Medical Knoxville, TN Medical Oct-96 0 42,156 42,156
La Dolce Vita Of Mt Ver. Mount Vernon, NY Restaurant Oct-96 0 26,952 26,952
LAN Chile Chicago, IL Aircraft Mar-98 11,752,300 1,802,500 13,554,800
Leomar Miami, Inc. Miami, FL Retail Jul-96 0 43,506 43,506
Lindy Bixby Dds Capitola, CA Medical Oct-96 0 27,794 27,794
Long Beach Acceptance Oradell, NJ Computers Sep-96 0 721,382 721,382
LVL, Inc. Minneapolis, MN Computers Jul-96 0 49,526 49,526
Market Service, Inc. Great Neck, NY Telecommunications Sep-96 0 48,898 48,898
Mazda Motors of America, Inc. Irvine, CA Computers Mar-97 5,874,729 977,449 6,852,178
Michael Stephenson Evanston, IL Photography Aug-96 0 35,648 35,648
Miracle Mortgage Orem, UT Computers Jul-96 0 98,589 98,589
MNP Enterprises Miami Lakes, FL Retail Sep-96 0 27,556 27,556
Modern Planning LI, Inc. Brooklyn, NY Computers Dec-96 0 57,324 57,324
Nashville Men's Medical Nashville, TN Medical Oct-96 0 42,161 42,161
New Horizons Computer Fairborn, OH Computers Sep-96 0 53,974 53,974
Newport Shores Financial Mission Viego, CA Furniture Jul-96 0 55,093 55,093
Occidental Los Angeles, CA Vessels Mar-97 5,853,364 3,708,501 9,561,865
OEO, Inc. Springfield, VA Telecommunications Mar-97 160,103 215,453 375,556
Pacific Bagel Partners Rncho St.Margarita,CA Restaurant Sep-96 0 609,000 609,000
Pat's Bug Shop Donalds, SC Automotive Oct-96 0 53,596 53,596
Peppino's Inc. & Peppino's Irvine, CA Restaurant Aug-96 0 31,171 31,171
Petsmart, Inc. Pheonix, AZ Fixtures Dec-97 0 2,658,049 2,658,049
Photocircuits Glen Cove, NY Computers Aug-96 0 1,995,051 1,995,051
Pollinaise Intimate Apparel Boyertown, PA Computers Aug-96 0 48,000 48,000
Progressive Technology Miami, FL Manufacturing & Production Sep-96 0 32,397 32,397
Progrssve Extrsn Die Corp Anahiem, CA Manufacturing & Production Dec-96 0 46,832 46,832
Quality Baking, LLC Maplewood, MO Furniture Jul-96 0 283,250 283,250
Quality Baking, LLC Maplewood, MO Furniture Sep-96 0 315,404 315,404
R.B. Apparel Co., Inc. Hialeah, FL Manufacturing & Production Sep-96 0 46,114 46,114
Rainbow Abstracts Group Glandale, CA Video Oct-96 0 56,347 56,347
Ral III Trading Inc. Biloxi, MS Manufacturing & Production Oct-96 0 51,077 51,077
Rehab Excel, Inc. Lafayettle, CO Computers Dec-96 0 34,545 34,545
Roger Doss Catering, Inc. Lyndhurst, NJ Restaurant Dec-96 0 29,222 29,222
Rowan Companies Memphis, TN Oil Rig Aug-96 12,325,000 369,750 12,694,750
Seacor Smit, Inc. Houston, TX Vessel Sep-97 12,825,000 4,788,000 17,613,000
Seacor Smit, Inc. #2 Houston, TX Vessel Jan-98 14,232,634 4,822,366 19,055,000
Seacor Smit, Inc. #3 Houston, TX Vessel Mar-98 11,742,000 2,935,500 14,677,500
Siamac A. Najah Redondo Beach, CA Video Jul-96 0 51,970 51,970
Sportscare Specialists Troy, MI Medical Sep-96 0 29,411 29,411
Steamtech Environmental Bakersfield, CA Enviromental Sep-96 0 55,557 55,557
Stratford Studios Phoenix, AZ Printing Sep-96 0 42,525 42,525
Sturgeon & Sturgeon,DDS West Hills, CA Medical Nov-96 0 61,736 61,736
Sunfire Prod. Dba Sequoia Aspen, CO Video Oct-96 0 46,760 46,760
Third Coast Productions Ft. Worth, TX Video Aug-96 0 52,682 52,682
Threespace Imagery Reseda, CA Computers Oct-96 0 53,169 53,169
Tierce, Inc. Fort Worth, TX Medical Jun-96 0 33,310 33,310
Title Escrow Inc. Nashville, TN Computers Oct-96 0 51,946 51,946
Tucson Bagel Company, LLC Brainerd, MN Restaurant Equipment Mar-96 0 261,319 261,319
Tucson Bagel Company, LLC Brainerd, MN Restaurant Sep-96 0 298,886 298,886
Uinta Brewing Company Salt Lake City, UT Manufacturing & Production May-96 0 183,600 183,600
United Consumers Club Elmsford, NY Telecommunications Oct-96 0 48,670 48,670
United Consumers Club Fishkill, NY Telecommunications Dec-96 0 48,670 48,670
Visual Impulse Co. Quincy, FL Computers Dec-96 0 40,635 40,635
Wal-Mart Stores,Inc. Bentonville, AR Material Handling Oct-96 1,751,640 2,939,819 4,691,459
Waterwrks Restaurant Winooski, VT Retail May-96 0 33,323 33,323
Westover Investment Corp Richmond, VA Computers Dec-96 0 26,625 26,625
WH Smith Limited London, England Retail Mar-97 20,049,773 1,495,109 21,544,881
Total Equipment transactions less than $25,000 0 1,284,306 1,284,306
------------ ----------- ------------
$208,124,855 $57,413,121 $265,537,977
============ =========== ============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998 (3) Total acquisition cost is equal to the
contractual purchase price plus acquisition fee.
