As filed with the Securities and Exchange Commission on September 18, 1998
Registration No. 333-54011
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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, 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)
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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 ________
ICON INCOME FUND EIGHT
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
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* 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.
THESE ARE SPECULATIVE SECURITIES. An investment in Units of the
Partnerships involves certain risks (see "RISK FACTORS", Page 14).
* 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.
A portion of the distributions made to date by Prior Public Programs have
been a return of capital (i.e., the money you originally invested).
* Three of the Prior Public Programs, Series A, Series B and Series C
experienced losses in excess or reserves therefor in 1991-92, due
primarily to lessee bankruptcies.
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.
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Price
Proceeds
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to Public(1) Sales
Costs(2) to Partnership(3)
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Per Unit $ 100 $ 10 $ 90
Total (Minimum per Partnership of 12,000 Units)(5) 1,200,000(3)(4)
120,000 1,080,000
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Total (Maximum per Partnership of 750,000 Units) 75,000,000(4)
7,500,000 67,500,000
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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. 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. In no event may the Offering of the Program
extend beyond forty-eight (48) months from the date of this Prospectus. 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 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 $3,750,000 (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 AMENDED AND RESTATED
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).
Certain State Requirements. Suitability. The following States have
established more stringent investor suitability standards than those
established by the Partnership: Alabama, Arizona, Arkansas, California,
Indiana, Iowa, Kansas, Massachusetts, Minnesota, Nebraska, New Mexico, Ohio,
Oklahoma, Oregon, Pennsylvania, South Dakota, Texas, Vermont and Washington.
Units will only be sold to residents of such jurisdictions who meet such
more stringent standards. Any proposed transferee of a Unit who is a
resident of such States must also meet such suitability standards.
Instead of the foregoing standards, to be admitted to the Partnership as a
Limited Partner a subscriber (or fiduciary acting on his, her or its behalf)
who is a resident Alabama, Arizona, Arkansas, California, Indiana, Iowa,
Kansas, Minnesota, Nebraska, New Hampshire, New Mexico, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, South Dakota, Texas, Vermont and Washington
must (1) either (a) have a net worth of not less than $45,000 (determined
exclusive of the net fair market value of (i) his or her home, (ii) home
furnishings and (iii) personal automobiles) plus (b) $45,000 of annual gross
income or (2) a net worth of at least $150,000 (determined as above) and a
subscriber (or fiduciary acting on his, her or its behalf).
Residents of Massachusetts and North Carolina must (1) either (a) have a
net worth of not less than $60,000 (determined exclusive of the net fair
market value of (i) his or her home, (ii) home furnishings and (iii)
personal automobiles) plus (b) $60,000 of annual gross income or (2) a net
worth of at least $225,000 (determined as above) and a subscriber (or
fiduciary acting on his, her or its behalf). (See "INVESTOR SUITABILITY AND
MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" and the
Subscription Agreement for a more detailed explanation of any specific state
suitability requirements).
An investment by each subscriber residing in Pennsylvania may not exceed
10% of his or her net worth (exclusive of home, home furnishings and
automobiles). An investment by each subscriber residing in Ohio may not
exceed 10% of his or her liquid net worth.
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 (other than residents of
Nebraska, for whom the minimum investment is 50 Units).
TABLE OF CONTENTS
Page
SUMMARY OF THE OFFERING.................................... 7
Investment Objectives and Policies...................... 7
Risk Factors .......................................... 8
Sources and Uses of Offering Proceeds and Related Indebtedness
9
Compensation to the General Partner and Affiliates .... 9
Conflicts of Interest .................................. 10
Fiduciary Responsibility................................ 10
Other Offerings by the General Partner and its Affiliates 10
Management; Financial Statements of the General Partner and of the
Partnership................................................ 11
Federal Income Tax Considerations....................... 11
Capitalization ......................................... 11
Summary of Partnership Agreement........................ 11
Transfer of Units....................................... 11
Plan of Distribution ........................................ 12
Fiscal Year............................................. 13
Glossary of Terms....................................... 13
RISK FACTORS............................................... 14
Operating Risks......................................... 14
Partnership and Investment Risks........................ 14
Federal Income Tax Risks and ERISA Risks................ 19
SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS 21
COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES......... 23
Organization and Offering Stage......................... 24
Operational Stage....................................... 25
Interest in Partnership Profits or Losses............... 28
CONFLICTS OF INTEREST...................................... 31
Lack of Separate Legal Representation and Lack of Arm's Length
Negotiation
of the Program Agreements............................. 31
Compensation of the General Partner and Affiliates...... 32
Effect of Leverage on Compensation Arrangements......... 32
Competition With the General Partner and its Affiliates. 32
Determination of Reserves and Liability of the General Partner for
Partnership Obligations.................................... 33
Joint Ventures.......................................... 34
Lease Referrals......................................... 34
Participation of a Securities Sales Affiliate in this Offering
34
General Partner to Act as Tax Matters Partner........... 34
FIDUCIARY RESPONSIBILITY................................... 34
General................................................. 34
Conflicts............................................... 35
Indemnification of the General Partner, Dealer-Manager and Selling
Dealers....................................................... 35
Investor Remedies....................................... 36
OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES.. 36
Prior Public Programs................................... 36
STATUS OF THE OFFERING..................................... 39
CERTAIN RELATIONSHIPS WITH THE PARTNERSHIPS................ 40
Page
MANAGEMENT................................................. 40
The General Partner..................................... 40
Affiliates of the General Partner....................... 41
INVESTMENT OBJECTIVES AND POLICIES......................... 42
General................................................. 42
Acquisition Policies and Procedures..................... 42
Leases and Financing Transactions....................... 43
Financing Transactions.................................. 44
Transaction Approval Procedures ..........
Credit Review Procedures................................ 45
Equipment............................................... 46
Portfolio Acquisitions.................................. 46
Other Investments....................................... 47
Interim Financing ...............................................47
CASH DISTRIBUTIONS TO PARTNERS ................................. 48
Reinvestment of Undistributed Cash in Additional Equipment, Leases
and
Financing Transactions................................ 49
Distribution of Cash from Sales of the Partnership's Investment
........................................................ 50
Reinvestment of Distribution ............ 50
FEDERAL INCOME TAX CONSEQUENCES............................ 51
Summary................................................. 51
Opinion of Tax Counsel.................................. 51
Classification as a Partnership......................... 52
Publicly Traded Partnerships............................ 52
Taxation of Distributions............................... 53
Partnership Income Versus Partnership Distributions..... 54
Allocations of Profits and Losses....................... 54
Deductibility of Losses: Passive Losses, Tax Basis and "At Risk"
Limitation................................................. 55
Deductions for Organizational and Offering Expenses; Start-up Costs
56
Tax Treatment of the Leases............................. 57
Cost Recovery........................................... 57
Limitations on Cost Recovery Deductions................. 58
Deferred Payment Leases................................. 59
Sale or Other Disposition of Partnership Property....... 59
Sale or Other Disposition of Partnership Interest....... 60
Treatment of Cash Distributions Upon Redemption......... 60
Gifts of Units.......................................... 61
Consequence of No Section 754 Election.................. 61
Tax Treatment of Termination of the Partnership Pursuant to the
Partnership Agreement...................................... 61
Audit by the Service.................................... 61
Alternative Minimum Tax................................. 62
Interest Expense........................................ 63
Self-Employment Income and Tax.......................... 63
Section 183............................................. 63
Foreign Source Taxable Income ................... 64
Registration, Interest, and Penalties................... 64
State and Local Taxation................................ 65
Foreign Investors....................................... 66
Tax Treatment of Certain Trusts and Estates............. 66
Taxation of Employee Benefit Plans and Other Tax-Exempt Organizations
66
Corporate Investors..................................... 66
Page
INVESTMENT BY QUALIFIED PLANS.............................. 66
Fiduciaries under ERISA................................. 66
Prohibited Transactions Under ERISA and the Code........ 67
Plan Assets............................................. 67
Other ERISA Considerations.............................. 68
CAPITALIZATION............................................. 69
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION............. 70
Liquidity and Capital Resources......................... 70
Operations.............................................. 70
SUMMARY OF THE PARTNERSHIP AGREEMENT....................... 70
Establishment and Nature of the Partnership............. 71
Name and Address........................................ 71
Purposes and Powers..................................... 71
Duration of Partnership................................. 71
Capital Contributions................................... 71
Powers of the Partners.................................. 72
Limitations on Exercise of Powers by the General Partner 72
Indemnification of the General Partner.................. 73
Liability of Partners................................... 74
Non-assessability of Units.............................. 74
Distribution of Distributable Cash From Operations
and Distributable Cash From Sales..................... 74
Allocation of Profits and Losses........................ 75
Withdrawal of the General Partner....................... 76
Transfer of Units....................................... 76
Dissolution and Winding up.............................. 76
Access to Books and Records............................. 77
Meetings and Voting Rights of Limited Partners.......... 77
Amendments.............................................. 77
TRANSFER OF UNITS.......................................... 78
Withdrawal ............................................. 78
Restrictions on the Transfer of Units................... 78
Limited Right of Presentment for Redemption of Units.... 79
Certain Consequences of Transfer........................ 80
REPORTS TO LIMITED PARTNERS................................ 81
Annual Reports.......................................... 81
Quarterly Reports....................................... 81
PLAN OF DISTRIBUTION....................................... 82
Segregation of Subscription Payments ................... 83
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES.................................. 83
General Suitability Considerations...................... 84
State Requirements Concerning Minimum Investment and Minimum Investor
Net Worth/Income...................................... 84
Subscriber Representations.............................. 86
Citizenship ............................................ 88
Special Limit on Ownership of Units by Benefit Plans.... 88
Minimum Investment and Suitability Standards............ 88
How to Subscribe........................................ 89
Admission of Partners; Closings......................... 89
Page
SALES MATERIAL............................................. 89
LEGAL MATTERS.............................................. 90
EXPERTS.................................................... 90
ADDITIONAL INFORMATION..................................... 90
TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS....... 90
FINANCIAL STATEMENTS....................................... 91
GLOSSARY - Section 17 of the Limited Partnership Agreement
EXHIBITS:
A. Amended and Restated Agreement of Limited Partnership A-1
B. Prior Performance Tables for the Prior Public Programs B-1
C. Subscription Documents.............................. C-1
Page 9079
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 Amended and Restated 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 assuming a Maximum Offering (75% assuming a Minimum
Offering), 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.
A portion of the distributions made to date by the Prior Public Programs
have been, and a portion of the distributions to be made by the
Partnership are expected to be a return of investor's Capital
Contributions.
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 (75% assuming a Minimum 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 (19.60% assuming the Maximum Offering; 25%
assuming the Minimum 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.
Compensation to the General Partner and Affiliates
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."
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.
Certain of the Prior Public Programs with Investment Objectives Similar to
the Partnership have Experienced Unexpected Losses. As discussed in greater
detail in the "OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES"
Section of this Prospectus at Pages 36-39 and as shown on TABLE III, three of
the early Prior Public Programs, Series A, Series B and Series C, while under
previous management experienced unexpected losses in 1991-1992 due primarily to
lessee bankruptcies
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 although it is the General Partner's intention to invest
all Net Offering Proceeds and Cash From Operations and/or Cash From Sales in
Leases and Financing Transactions as 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. Each 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."
Losses Due to Lessee Bankruptcies. While the Partnership will use its
diligent business efforts to avoid and minimize losses and to establish reserves
for losses which are adequate and prudent, there can be no assurance that losses
of the Partnership will not exceed such reserves due to conditions beyond the
control of the General Partner. If the Partnership were to incur any such excess
losses, the amounts otherwise distributable as a return of, and a return on,
capital to the Limited Partners, would be reduced in the absence of offsetting
investment gains or cost savings by the Partnership.
Investments in "Seasoned" Leases and "Used" Equipment. The General Partner
expects it will invest a significant of the Net Offering Proceeds and proceeds
of any Indebtedness in "seasoned" and/or "used" Equipment. See "INVESTMENT
OBJECTIVES AND POLICIES--General" and "--Equipment"). Purchasers of Units must
therefore rely solely on the judgment and ability of the executive officers of
the General Partner with respect to the selection of lessees, the purchase of
Equipment, incurring Indebtedness, the negotiation of the terms of purchases of
Equipment, Leases and Financing Transactions and other aspects of the
Partnership's business and affairs. The General Partner will seek, and expects
that it will be able in substantially all instances to obtain for the
Partnership, representations from the sellers of all Equipment, including
"seasoned" and "used" Equipment as well as from the users of such Equipment that
such Equipment has been maintained in compliance with the terms of the
applicable Leases, that neither the seller, as lessor, nor the User, as lessee,
is in violation of any material terms of such Leases and that the Equipment is
in good operating condition and repair and the user has no defenses to, or
offsets against, rents payable with respect to such Equipment as a result of the
condition of the Equipment. The Partnership would have rights against the seller
or user of such "seasoned" or "used" Equipment or both for any losses of the
Partnership arising from their breach of such representations.
Risks Associated with 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 is created 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 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.
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.
A Portion of the Cash Distributions of the Prior Public Programs has been a
Return of Capital. A portion of distributions made to date by the Prior Public
Programs has been a return of investors' capital contributions. See Table III of
the Prior Performance Tables for the Prior Public Programs which appear as
Exhibit B to this Prospectus. Subscribers will not acquire any ownership
interest in any Prior Public Program and should not assume that they will
experience investment results or returns, if any, comparable to those
experienced by investors in any such Prior Public Program (notwithstanding the
similarity in investment objectives and intended operations of such Programs and
the Partnership) or that the prior performance of any such Prior Public Program
indicates the future results of operations of such Prior Public Program.
Risks Associated with Foreign Investments; Lack of US Jurisdiction. 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. The rate of monthly distribution may not equal
the return on Investment. The initial rate of cash distribution has been arrived
at by the General Partner using its experience to attempt to determine the
sustainable rate of distribution during the Reinvestment Period. The actual
return on the investment may be greater than or less than the rate of
distribution. If during the Reinvestment Period the actual return is less than
the rate of distribution, a portion of each such payment to limited partners
would be a partial return of their Investment. 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 is set forth in "TRANSFER OF
UNITS--Limited Right of Presentment for Redemption of Units." 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.
Risk of 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.
Risk of 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."
Risk of 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."
Risk of 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."
Risk of Determination of 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 Should be Aware. 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 Rule 2810 of the NASD Conduct Rules. 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 Conduct Rules (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 Unit) Not determinable at (expected to be paid
of the Gross Offering this time.
primarily to Selling Proceeds of all Units
Dealers with a de sold, except for If all Units sold were
minimis amount Units sold to sold by the
expected to be paid Affiliated Limited Dealer-Manager (which
to ICON Securities Partners, which shall is actually expected
Corp.) be sold on a net of to sell only a de
Sales Commission minimis number of
basis. 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 Allowance 3.5% ($3.50 per Unit) Not determinable at
(payable to ICON of the first this time.
Capital Corp., the $25,000,000 of each
"General Partner", or Unit sold for Gross A minimum of $42,000
the Dealer-Manager, or Offering Proceeds; if the Minimum
both, for 2.5% ($2.50 per Unit) Offering of 12,000
Organizational and of each Unit sold for Units is sold per
Offering Expenses) Gross Offering Partnership and a
Proceeds in excess of maximum of $1,875,000
$25,000,000 but less if the Maximum
than $50,000,000; and Offering of 750,000
1.5% ($1.50 per Unit) Units is sold per
for Gross Offering Partnership.
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 Conduct Rules, 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) Compensation Method of Compensation Estimated Dollar Amount
Acquisition Fee 3.0% of (a) the The total of all
(payable to ICON purchase price paid by Acquisition Fees paid
Capital Corp.) the Partnership to the to the General Partner
seller of each item of and to any other
Equipment acquired or Persons over the life
residual value of each Partnership
interest acquired, in will not exceed the
each case inclusive of lesser of (a) 15% of
debt incurred or Gross Offering
assumed or debt which Proceeds or (b) an
would be assumed if aggregate amount
the option to acquire which, together with
a residual value other Front-End Fees,
interest were does not exceed the
immediately exercised maximum amount of
and (b) the principal Front-End Fees
amount of each allowable under
Financing Transaction Section IV.C.2. of the
entered into or NASAA Guidelines.
acquired by the
Partnership.(1) Total Acquisition 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.
(1)Total Acquisition Fees paid from all sources is limited to 3.0% of Gross
Offering Proceeds an amount equal to the lesser of (a) 15.0% of Gross Offering
Proceeds or (b) the difference between (i) the maximum Front-End Fees allowable
under the NASAA Guidelines and (ii) all other Front-End Fees (i.e., Sales
Commissions, Underwriting Fees and the O & O Expense Allowance, which total
13.5% of Gross Offering Proceeds). Pursuant to the NASAA Guidelines, the maximum
Front-End Fees which the Partnership may pay is 20% of Gross Offering Proceeds
(if no debt is employed by the Partnership to acquire its Investments) which
percentage is increased by .0625% for each 1% of indebtedness (up to a maximum
of 80% of the cost of the Partnership's Investments) so utilized. As a result,
if the Partnership utilized indebtedness equal to 67% of the cost of the
Partnership's Investments, the Partnership would be able to pay total Front-end
Fees equal to 19.60% of Gross Offering Proceeds and Acquisition Fees would be
limited to 7.5% of Gross Offering Proceeds.
Form of (and Entity Method of Compensation Estimated Dollar Amount
Receiving) 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 and (except Operating subordinate (without
Financing Transactions Leases (if any) for interest) its receipt
(payable to the General which management of monthly payments of
Partner) services are performed the Management Fees to
by non-affiliates the Limited Partners' under the
supervision receipt of the First of the General Partner
Cash Distributions for which 1% of annual until the
earlier of gross rental payments (1) receipt by the
shall be payable), Limited Partners, of
all accrued but
(b) 2% of gross rental previously unpaid, and
payments and debt current, installments
service payments from of First Cash
Full-Payout Leases Distributions (as so
with net lease limited) or (2)
provisions, 2% of expiration of the
annual gross principal Reinvestment Period.
and interest payments Any Management Fees so
from Financing deferred will be
Transactions (see deferred without
"INVESTMENT OBJECTIVES interest during the
AND POLICIES--Financing Reinvestment Period
Transactions"), until the Limited
Partners have received
(c) and 7% of gross the previously unpaid
rental payments from portion of First Cash
Equipment operated by Distributions
the Partnership as described in the
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) Compensation Method of Compensation Estimated Dollar Amount
Subordinated With respect to sales Not determinable at Remarketing Fee for of
the Equipment and this time.
arranging the sale of of the Financing
the Partnerships' Transactions, a
Equipment and of the Subordinated
Partnerships' Financing Remarketing Fee
Transactions (payable payable to the General
to the General Partner). Partner in 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 contained this time.
Acquisition Expenses in Section 6.4 of the
incurred by the General Partnership Agreement,
Partner and Affiliates the Partnership will
directly attributable reimburse the General
to the acquisition of Partner and its
Equipment (payable to Affiliates for certain
the General Partner and expenses incurred by
Affiliates) (3) 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' Profits
General Partner) 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 purchases Equipment with its
own funds in order to facilitate the later purchase by a Partnership or borrows
on behalf of a Partnership for any Partnership purpose, the General Partner or
such Affiliate will be entitled to receive interest on the funds expended for
such purpose on behalf of the Partnership until the purchase by the Partnership
of such Equipment or other repayment of the loan. Interest will be paid at a
rate equal to that which would be charged by third-party financing institutions
on comparable loans for the same purpose in the same geographic area.
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 Rule 2810 of the NASD Conduct Rulesand 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. No reimbursement shall be permitted for services
for which the General Partner is entitled to compensation by way of a separate
fee. Excluded from the allowable reimbursement (except as permitted under
Section 6.4(i) of the Partnership Agreement) shall be:
(1) 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
(2) 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.
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 meeting the investment objectives of the Partnerships
(including Equipment acquisition, financing, refinancing, leasing and re-leasing
opportunities) (other than certain Leases) shall be presented to the
Partnerships first except as set forth below.
The Partnership Agreement does not prohibit the General Partner or its
Affiliates from investing in Equipment leasing acquisitions, financing,
refinancing, leasing and re-leasing opportunities on its or their own behalf or
on behalf of the prior Programs. The General Partner and each such Affiliate
shall have the right, subject only to the provisions of the immediately
preceding 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:
The required cash investment is greater than the cash available for
investment by each Affiliated Entity;
The amount of debt is above levels deemed acceptable for an
Affiliated Entity;
The equipment type is not appropriate to an Affiliated Entity'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 each Affiliated Entity's
objective, 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 for an Affiliated Entity;
The available cash flow (or lack thereof) is not commensurate with an
Affiliated Entity'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 an Affiliated Entity with the
residual value opportunity commensurate with the total return requirements of
such Affiliated Entity; and
The transaction does not comply with the terms and conditions of an
Affiliated Entity's partnership agreement.
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.
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.
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, the
General Partner or such Affiliate was acting on behalf of or performing services
for the Partnership 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. 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 under this section.
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 ending 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, $1,542,785 of Financing Transactions and total investments of
$7,576,758. 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, $778,060 of 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.)
| |
| |
- -------------------------------------------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 financial statements which are presented
in this Prospectus show the financial condition of ICON Capital Corp. is
commensurate with the financial obligations assumed by it in the Offering and in
the operation of the Partnership. The financial statements indicate that the
General Partner and its subsidiaries have an aggregate maximum Net Worth
(exclusive of home, automobiles and home furnishings) in excess one million
dollars. 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, 41, 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 the Partnerships may
acquire an interest in senior and subordinate investors make equity investments
and loans to the special purpose entity and receive certificates and notes
issued by such entity; the proceeds of such investments are used to acquire a
portfolio of, typically, many hundreds of Leases and Financing Transactions. 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 or relatively small transactions into one large one,
by having senior and subordinate investors and by having the securitization
entity's obligations rated by rating agencies such as Moody's Investors
Services, Inc. or Fitch IBCA, Inc., the cost of financing the pool of
transactions is substantially less than financing them individually. The
subordinate interest in such a securitization 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).
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, and in relation to the acquisition of Equipment or
the underlying value thereof as set forth in this section.
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 (not
to exceed six months) provided that (i) the acquisition is in the best interest
of a Partnership and (ii) such Equipment is purchased by the Partnership for a
price no greater than the cost of such Equipment to the General Partner and 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, except allowable
compensation to the General Partner as set forth in Compensation to the General
Partner and Affiliates.. In the event the General Partner or an Affiliate
purchases Equipment on an interim basis (generally not in excess of six months)
in its own name and with its own funds in order to facilitate the ultimate
purchase by a Partnership, the General Partner or such Affiliates, as the case
may be, will be entitled to receive interest on the funds expended on behalf of
the Partnership. Interest will be paid on such funds or other loans from the
General Partner or its Affiliates until the purchase of Equipment by the
Partnership or other loan repayment at a rate equal to that which would be
charged by third-party financing institutions on comparable loans for the same
purpose in the same geographic area. Interest on any such temporary purchases to
be paid by the Partnership to the General Partner or its Affiliates will begin
to accrue on the date of the purchase of the Equipment by the General Partner or
its Affiliates. In addition, if the General Partner or an Affiliate either
temporarily purchases the Equipment in its own name and assumes loans in
connection therewith for the purpose of facilitating the acquisition of the
Equipment or the borrowing of money on behalf of a Partnership, or borrows money
and loans it on a short-term basis to the Partnership, the General Partner or
such Affiliate shall receive an interest rate from the Partnership no greater
than that which the General Partner or such Affiliate is paying. Any rental
payments received or accrued by the General Partner or an Affiliate prior to the
sale of the Equipment to the Partnership will either reduce the sales price of
the Equipment to the Partnership or will be assigned to the Partnership upon its
purchase of the Equipment. If the General Partner or an Affiliate of the General
Partner temporarily purchases an item of Equipment in its own name to facilitate
the subsequent acquisition of such Equipment by a Partnership the price to be
paid by such Partnership shall be the lower of (a) the purchase price paid by
the General Partner or such Affiliate, as the case may be, to the party from
which it purchased such Equipment, or (b) sum of the then-present value of the
remaining non-cancelable rents payable with respect to the lease encumbering
such Equipment and the then-present value of the estimated residual value of
such Equipment, in both cases calculated as of the date of the Partnership
acquires title to the Equipment and in both cases using as a discount rate the
discount rate utilized by the General Partner or such Affiliate, as the case may
be, in calculating its purchase price of such Equipment. In the case of either
(a) or (b) in the immediately preceding sentence the ordinary and reasonable
out-of-pocket expenses incurred by the General Partner or its Affiliate, as the
case may be, in acquiring the item of Equipment in question may be included in
the purchase price for such Equipment payable by the Partnership. 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.
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 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
during the Offering Period 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 an 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 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 Amended
and Restated 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.
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 or of
the proceeds of the resale, exchange or refinancing of Equipment. 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 the above 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.
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 "COMPENSATION TO THE GENERAL
PARTNER AND AFFILIATES.")
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 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
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. Investor suitability records will be
maintained by the General Partner for a period of six years. 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. 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. ss. 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 ss.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-152154
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 in ICON Eight
A will be retained in escrow, carried over and automatically deemed a
subscription for Units in ICON Eight B. 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 Conduct Rules). 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 "COMPENSATION TO THE GENERAL PARTNER AND
AFFILIATES."
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, The Chase Manhattan Bank N.A. 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. Brokers have agreed to provide each investor with final
prospectuses prior to execution of a subscription agreement. Each subscriber has
the right to cancel his or her subscription during a period of five business
days after the date of receipt of a final prospectus. 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 The Chase Manhattan Bank N.A. 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).
Certain State Requirements. Suitability. The following States have
established more stringent investor suitability standards than those established
by the Partnership: Alabama, Arizona, Arkansas, Indiana, Iowa, Kansas,
Massachusetts, Minnesota, Nebraska, New Mexico, Ohio, Oklahoma, Oregon,
Pennsylvania, South Dakota, Texas, Vermont and Washington. Units will only be
sold to residents of such jurisdictions who meet such more stringent standards.
Any proposed transferee of a Unit who is a resident of such States must also
meet such suitability standards.
Instead of the foregoing standards, to be admitted to the Partnership as a
Limited Partner a subscriber (or fiduciary acting on his, her or its behalf) who
is a resident Alabama, Arizona, Arkansas, Indiana, Iowa, Kansas, Minnesota,
Nebraska, New Hampshire, New Mexico, North Dakota, Ohio, Oklahoma, Oregon,
Pennsylvania, South Dakota, Texas, Vermont and Washington must (1) either (a) a
net worth of not less than $45,000 (determined exclusive of the net fair market
value of (i) his or her home, (ii) home furnishings and (iii) personal
automobiles) plus (b) $45,000 of annual gross income or (2) a net worth of at
least $150,000 (determined as above) and a subscriber (or fiduciary acting on
his, her or its behalf).
Subscribers who are residents of Massachusetts and North Carolina must (1)
have either (a) a net worth of not less than $60,000 (determined exclusive of
the net fair market value of (i) his or her home, (ii) home furnishings and
(iii) personal automobiles) plus (b) $60,000 of annual gross income or (2) a net
worth of at least $225,000 (determined as above) and a subscriber (or fiduciary
acting on his, her or its behalf). (See "INVESTOR SUITABILITY AND MINIMUM
INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" and the Subscription Agreement
for a more detailed explanation of any specific state suitability requirements).
An investment by each subscriber residing in Pennsylvania may not exceed 10%
of his or her net worth (exclusive of home, home furnishings and automobiles).
An investment by each subscriber residing in Ohio may not exceed 10% of his or
her liquid net worth.
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.
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 Risks -- 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
(b)2(B)(i) of Rule 2810 of the NASD's Conduct Rules 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 in 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-4 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. Units shall not be purchased for a discretionary account
without obtaining the prior written approval of your customer and his or her
signature on a Subscription Agreement.
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
(b)2(B)(i) and (b)3(D) of Rule 2810 of the NASD Conduct Rules 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 Conduct Rules 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, the unaudited balance sheet of ICON Income Fund Eight A L.P. as of June
30, 1998, 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,
and the unaudited financial statements of ICON Capital Corp. and subsidiaries as
of June 30, 1998 and for the three months then ended are included herein
Notwithstanding the inclusion of the General Partner's 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.
Index to Financial Statements
ICON Income Fund Eight A L.P.
- -----------------------------
Unaudited Balance Sheet - June 30, 1998
Balance Sheet at June 30, 1998
Notes to Balance Sheet
Audited Balance Sheet - May 6, 1998
Independent Auditors' Report
Balance Sheet at May 6, 1998
Notes to Balance Sheet
ICON Capital Corp.
- ------------------
Unaudited Financial Statements - June 30, 1998 and March 31, 1998
Balance Sheet at June 30, 1998 and March 31, 1998
Statement of Income for the Three Months Ended
June 30, 1998 and 1997
Statements of Changes in Stockholders' Equity for
the Three Months Ended June 30, 1998 and the Years
Ended March 31, 1998, 1997 and 1996
Statement of Cash Flows for the Three Months Ended
June 30, 1998 and 1997
Notes to Financial Statements
Audited Financial Statements - March 31, 1998 and 1997
Independent Auditors' Report
Balance Sheets at March 31, 1998 and 1997
Statements of Income for the Years Ended March 31,
1998 and 1997
Statements of Changes in Stockholders' Equity for
the Years Ended March 31, 1998 and 1997
Statements of Cash Flows for the Years Ended
March 31, 1998 and 1997
Notes to Financial Statements
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Balance Sheet
June 30, 1998
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Balance Sheet
June 30, 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
See accompanying notes to balance sheet.
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Notes to Balance Sheet
June 30, 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.
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Balance Sheet
May 6, 1998
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
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
========
See accompanying notes to balance sheet.
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.
ICON CAPITAL CORP.
Financial Statements
June 30, 1998
(Unaudited)
ICON CAPITAL CORP.
BALANCE SHEETS
(Unaudited)
<TABLE>
June 30, March 31,
1998 1998
---- ----
ASSETS
<S> <C> <C>
Cash ............................................................. $ 319,286 $ 179,403
Receivables from affiliates ...................................... 4,411,889 3,580,727
Receivables from related parties - managed partnerships .......... 232,000 572,990
Prepaid and other assets ......................................... 274,156 226,855
Deferred charges ................................................. 454,106 524,270
Fixed assets and leasehold improvements, at cost, less accumulated
depreciation and amortization of $1,943,516 and $1,872,399 ..... 812,095 758,680
----------- -----------
Total assets ..................................................... $ 6,503,532 $ 5,842,925
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses ............................ $ 2,251,232 $ 1,819,003
Notes payable - line of credit ................................... 2,000,000 2,000,000
Obligations under capital leases ................................. 255,967 246,386
Current and deferred income taxes, net ........................... 670,955 583,436
Deferred management fees - managed income funds .................. 232,000 232,000
----------- -----------
Total liabilities ................................................ 5,410,154 4,880,825
----------- -----------
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 .............................................. 1,462,178 1,330,900
----------- -----------
2,193,378 2,062,100
Note receivable from stockholder ................................. (1,100,000) (1,100,000)
----------- -----------
1,093,378 962,100
----------- -----------
Total liabilities and stockholder's equity ....................... $ 6,503,532 $ 5,842,925
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchaser of units is not acquiring an interest in this corporation.
ICON CAPITAL CORP.
STATEMENTS OF INCOME
Three Months Ending June 30,
(Unaudited)
<TABLE>
1998 1997
---- ----
Revenues:
<S> <C> <C>
Fees - managed partnerships .................................. $ 3,403,320 $ 2,107,087
Management fees - affiliate .................................. 256,287 112,217
Lease consulting fees and other .............................. 76,786 47,571
----------- -----------
Total revenues ............................................... 3,736,393 2,266,875
----------- -----------
Expenses:
Selling, general and administrative .......................... 2,936,460 2,108,179
Amortization of deferred charges ............................. 454,279 136,637
Depreciation and amortization ................................ 71,117 91,579
Interest expense ............................................. 55,740 4,456
----------- -----------
Total expenses .......................................... 3,517,596 2,340,851
----------- -----------
Income (loss) before provision for (benefit from) income taxes 218,797 (73,976)
Provision for (benefit from) income taxes .................... 87,519 (37,376)
----------- -----------
Net income ................................................... $ 131,278 $ 36,552
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchaser of units is not acquiring an interest in this corporation.
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
For the Three Months Ended June 30, 1998 and
the Years Ended March 31, 1998, 1997 and 1996
(Unaudited)
<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, 1995 ........ 1,500 $ 15,000 $ 1,416,200 $ 843,550 $ (700,000) $ 1,574,750
Net income ............ -- -- -- 46,407 -- 46,407
Cancellation of note
from stockholder ..... -- -- (700,000) -- 700,000 --
----------- ----------- ----------- ----------- -----------
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 ............ -- -- -- 2,363,371 -- 2,363,371
Distributions to Parent -- -- -- (2,203,046) -- (2,203,046)
----------- ----------- ----------- ----------- ----------- -----------
March 31, 1997 ........ 1,500 15,000 716,200 1,050,282 (1,100,000) 681,482
Net income ............ -- -- -- 1,072,521 -- 1,072,521
Distributions to Parent -- -- -- (791,903) -- (791,903)
----------- ----------- ----------- ----------- ----------- -----------
March 31, 1998 ........ 1,500 15,000 716,200 1,330,900 (1,100,000) 962,100
Net Income ............ -- -- -- 131,278 -- 131,278
----------- ----------- ----------- ----------- ----------- -----------
June 30, 1998 ......... 1,500 $ 15,000 $ 716,200 $ 1,462,178 $(1,100,000) $ 1,093,378
=========== =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchaser of units is not acquiring an interest in this corporation.
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30,
(unaudited)
<TABLE>
1998 1997
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income ............................................ $ 131,278 $ 36,552
--------- ---------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization ...................... 71,117 91,579
Amortization of deferred charges ................... 454,279 136,637
Changes in operating assets and liabilities:
Receivables from managed income funds, net of
deferred amounts .............................. 340,990 414,522
Receivables from affiliates ..................... (831,162) 396,376
Deferred income taxes ........................... 87,519 303,354
Prepaid and other assets ........................ (47,302) (9,804)
Deferred charges ................................ (384,115) (215,712)
Accounts payable and accrued expenses ........... 432,229 (300,836)
Other ........................................... -- (44,704)
--------- ---------
Total adjustments ............................. 123,555 771,412
--------- ---------
Net cash provided by operating activities ............. 254,833 734,860
--------- ---------
Cash flows from investing activities:
Purchases of fixed assets and leasehold improvements .. (124,532) (60,819)
--------- ---------
Net cash used for investing activities ................ (124,532) (60,819)
--------- ---------
Cash flows from financing activities:
Increase in capital lease obligation .................. 26,300 --
Principal payments on capital lease obligations ....... (16,718) (9,230)
Distributions to Parent ............................... -- (908,440)
Principal payments on notes payable recourse financings -- (45,417)
--------- ---------
Net cash provided by (used for) financing activities .. 9,582 (917,670)
--------- ---------
Net increase in cash ..................................... 139,883 (243,629)
Cash, beginning of period ................................ 179,403 292,524
--------- ---------
Cash, end of period ...................................... $ 319,286 $ 48,895
========= =========
</TABLE>
See accompanying notes to financial statements.
Note: A purchaser of units is not acquiring an interest in this corporation.
ICON CAPITAL CORP.
Notes to Financial Statements
June 30, 1998
(unaudited)
(1) Basis of Accounting and Presentation
The financial statements of ICON Capital Corp. (the "Company") are
unaudited, however, in the opinion of management, they include all
adjustments (consisting only of normal recurring accruals) necessary for a
fair statement of financial position. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. Management believes that the disclosures made are
adequate to make the information represented not misleading. These
financial statements should be read in conjunction with the Company's March
31, 1998 and 1997 audited financial statements.
(2) Income Fund Fees
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 earns fees from the Partnerships for the organization and
offering of the 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 on the purchase or origination of equipment lease
transactions are earned based on the purchase price paid or the principal
amount of each transaction entered into. Management and administrative fees
are earned for actively managing the leasing, re-leasing, financing and
refinancing of Partnership equipment and financing transactions and for the
administration of the Partnerships. Management and administrative fees
earned are based primarily on gross rental payments. The Company had
accounts receivable due from the Partnerships of $232,000 and $572,990 at
June 30, 1998 and March 31, 1998, respectively. Under the Partnership
agreements, the Company is entitled to management fees and reimbursement
from the Partnerships for certain operating and administrative expenses
incurred by it on behalf of the Partnerships.
(3) Commitments and Contingencies
The Company has operating leases for office space through the year 2004.
Rent expense for the three months ended June 30, 1998 and 1997 was $207,321
and $125,014, respectively, net of sublease income of $40,665 and $44,586,
respectively.
$ 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.
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.
ICON CAPITAL CORP.
Financial Statements
March 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
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
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 purchaser of units is not acquiring an interest in this corporation.
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 .......................... 1,091,379 1,542,380
----------- -----------
Net income ..................................... $ 1,072,521 $ 2,363,371
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchaser of units is not acquiring an interest in this corporation.
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 ............ -- -- -- 2,363,371 -- 2,363,371
Distributions to Parent -- -- -- (2,203,046) -- (2,203,046)
----------- ----------- ----------- ----------- ----------- -----------
March 31, 1997 ........ 1,500 15,000 716,200 1,050,282 (1,100,000) 681,482
Net income ............ -- -- -- 1,072,521 -- 1,072,521
Distributions to Parent -- -- -- (791,903) -- (791,903)
----------- ----------- ----------- ----------- ----------- -----------
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 purchaser of units is not acquiring an interest in this corporation.
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 ....................................................... $ 1,072,521 $ 2,363,371
----------- -----------
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 .............. (1,033,324) 3,627,060
----------- -----------
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 .......................................... (791,903) (2,203,046)
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 .............. 1,154,539 (3,352,107)
----------- -----------
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 purchaser of units is not acquiring an interest in this corporation.
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.
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.
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.
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 $ 580,228 $ 1,263,920
State 182,891 507,228
------------- ------------
Total current 763,119 1,771,148
------------- ------------
Deferred:
Federal 100,481 (24,563)
State 227,779 (204,205)
------------- -------------
Total deferred 328,260 (228,768)
------------- ------------
Total $ 1,091,379 $ 1,542,380
============= ============
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.
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 271,041 12.53 199,995 5.12
Meals and entertainment exclusion 20,663 .95 21,979 0.56
Other 63,949 2.96 (7,549) (0.19)
---------- ------ ---------- ------
$1,091,379 50.44% $1,542,380 39.49%
========== ====== ========== ======
</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:
1998 1997
---- ----
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
=========== ==========
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.
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
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND EIGHT 1 L.P.
This Amended and Restated 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].
WHEREAS, on September 15, 1998, the General Partner and Original Limited
Partner have determined that it is necessary and appropriate to amend and
restate the original Agreement of Limited Partnership in certain respects; and
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 1. 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 2. NAME, PRINCIPAL OFFICE, NAME AND ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS.
2.1 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 3. PURPOSES AND POWERS.
3.1 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.
3.2 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:
(a) 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);
(b) 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;
(c) 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;
(d) 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;
(e) 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;
(f) 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
(g) 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 4. 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 5. PARTNERS AND CAPITAL.
5.1 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.
5.2 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.
5.3 Limited Partners.
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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
receipt of a final prospectus.
(h) 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. Each subscriber has the right to cancel his or her
subscription during a period of five business days after the receipt of a final
prospectus.
(i) 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.
(j) 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.
(k) 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.
5.4 Partnership Capital.
(a) No Partner shall be paid interest on any Capital Contribution (except
any interest earned on Subscription Monies as provided in Section 5.3(k).
(b) 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.
(c) 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.
(d) 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.
5.5 Capital Accounts.
(a) A separate Capital Account shall be established and maintained for the
General Partner and for each Limited Partner.
(b) The Capital Account of the General Partner initially shall be $1,000.
(c) The Capital Account of each Limited Partner initially shall be the
amount of such Limited Partner's Capital Contribution.
(d) 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.
(e) 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.
(f) 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.
(g) 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).
(h) 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).
(i) 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.
5.6 Additional Capital Contributions.
(a) 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.
(b) 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.
5.7 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.
5.8 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 6. GENERAL PARTNER.
6.1 Extent of Powers and Duties.
(a) 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.
(b) Powers and Duties.
(i) 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.
(ii) 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.
(iii) Admission of Limited Partners. The General Partner shall not
admit any Person as a Limited Partner (including any Substitute Limited Partner
and the General Partner and any Affiliate of the General Partner) (except the
Original Limited Partner) unless:
(A) such Person shall agree, in writing, to be bound by the
provisions of this Agreement;
(B) such Person shall represent, in writing, that such Person is or
is not a United States Person, as the case may be;
(C) prior to the admission of such Person, the Minimum Offering shall
have been achieved;
(D) the General Partner shall believe that such Person is "suitable"
in all respects under the laws of the state in which such Person
resides;
(E) 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
(F) such admission would not cause the "equity participation" in the
Partnership by "benefit plan investors" (both within the meaning of
DOL Reg. ss. 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.
(iv) 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.
(v) 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").
(vi) 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.
(vii) 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.
(viii) 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.
(c) 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).
(d) 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.
6.2 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:
(a) 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.
(b) 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.
(c) 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:
(i) the General Partner determines that the making of such Affiliated
Investment is in the best interests of the Partnership;
(ii) 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;
(iii) 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;
(iv) 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
(v) 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.
(d) 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:
(i) 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;
(ii) 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
(iii) 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.
(e) No Exchange of Interests for Investments.
The Partnership shall not acquire any Investments in exchange for
Interests in the Partnership.
(f) Joint Venture Investments.
The Partnership may make Investments in Joint Ventures, provided that:
(i) the General Partner shall have determined that:
(A) such Investment is in the best interests of the
Partnership; and
(B) 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:
(A) 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;
(B) 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;
(C) 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
(D) 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.
(g) 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.
(h) 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.
(i) 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 or of
the proceeds of the resale, exchange or refinancing of Equipment. 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). 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.
(k) 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.
6.3 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, the General
Partner or such Affiliate was acting on behalf of or performing services for 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.
6.4 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.
(a) 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.
(b) Underwriting Fees.
Underwriting Fees shall be paid by the Partnership to the Dealer-Manager
in respect of each Unit sold.
(c) 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.
(d) 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.
(e) 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.
(f) 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:
(i) 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;
(ii) 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
(iii) 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.
(g) 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.
(h) 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:
(i) 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.
(i) 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:
(A) 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;
(B) 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).
6.5 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. e
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 meeting the investment objectives of the Partnerships
(including Equipment acquisition, financing, refinancing, leasing and re-leasing
opportunities) (other than certain Leases) shall be presented to the
Partnerships first except as set forth below.
The Partnership Agreement does not prohibit the General Partner or its
Affiliates from investing in Equipment leasing acquisitions, financing,
refinancing, leasing and re-leasing opportunities on its or their own behalf or
on behalf of the prior Programs. The General Partner and each such Affiliate
shall have the right, subject only to the provisions of the immediately
preceding 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:
The required cash investment is greater than the cash available for
investment by each Affiliated Entity;
The amount of debt is above levels deemed acceptable for an
Affiliated Entity;
The equipment type is not appropriate to an Affiliated Entity'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 each Affiliated Entity's
objective, 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 for an Affiliated Entity;
The available cash flow (or lack thereof) is not commensurate with an
Affiliated Entity'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 an Affiliated Entity with the
residual value opportunity commensurate with the total return requirements of
such Affiliated Entity; and
The transaction does not comply with the terms and conditions of an
Affiliated Entity's partnership agreement.
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.
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.
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 7. POWERS AND LIABILITIES OF LIMITED PARTNERS.
7.1 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.
7.2 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 8. DISTRIBUTIONS AND ALLOCATIONS.
8.1 Distribution of Distributable Cash From Operations and Distributable
Cash From Sales.
(a) 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.
(b) 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.
(c) 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-176175
(d) 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.
8.2 Allocations of Profits and Losses.
(a) The Profits and Losses of the Partnership shall be determined for each
Fiscal Year or Fiscal Period.
(b) 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.
(c) Profits for any Fiscal Period during the Reinvestment Period shall be
allocated to the Partners as follows:
(i) 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;
(ii) 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
(iii) thereafter, 90% to the Limited Partners and 10% to the
General Partner.
(d) Profits for any Fiscal Period during the Disposition Period shall be
allocated to the Partners as follows:
(i) first, to the Partners in proportion to and to the extent of the
deficit balances, if any, in their respective Capital Accounts;
(ii) 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;
(iii) 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
(iv) thereafter, 90% to the Limited Partners and 10% to the
General Partner.
(e) Losses for any Fiscal Period shall be allocated to the Partners as
follows:
(i) 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;
(ii) next, to the Partners in proportion to and to the extent of their
respective remaining positive Capital Account balances, if any; and
(iii) 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.
(f) 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:
(i) 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.
(ii) Partnership Nonrecourse Deductions. Partnership
Nonrecourse Deductions for any Fiscal Period shall be allocated
99% to the Limited Partners and 1% to the General Partner.
(iii) 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.
(iv) 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).
(v) 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.
(vi) 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.
(vii) 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.
(viii) 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.
(ix) 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.
8.3 Distributions and Allocations Among the Limited Partners.
(a) 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.
(b) 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:
(i) 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
(ii) 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.
(c) 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.
8.4 Tax Allocations: Code Section 704(c); Revaluations.
(a) 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.
(b) 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.
(c) 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.
8.5 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.
8.6 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.
8.7 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).
8.8 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 9. WITHDRAWAL OF GENERAL PARTNER.
9.1 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.
9.2 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.
9.3 Consequences of Withdrawal.
(a) 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 Leases and Financing Transactions
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.
(b) 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 Leases and Financing Transactions 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.
(c) 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.
(d) 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.
9.4 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.
9.5 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 10. TRANSFER OF UNITS.
10.1 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.
10.2 Assignment.
(a) 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
(i) such Limited Partner and such Assignee shall each execute a written
Assignment instrument, which shall:
(A) set forth the terms of such Assignment;
(B) 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;
(C) 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
(D) otherwise be satisfactory in form and substance to the
General Partner; and
(ii) 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.
(b) 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. ss. 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.
(c) 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 ss.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.
(d) 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.
10.3 Substitution.
(a) An Assignee of a Limited Partner shall be admitted to the Partnership
as a Substitute Limited Partner only if:
(i) 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
(ii) 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.
(b) 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.
10.4 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.
10.5 Limited Right of Presentment for Redemption of Units.
(a) 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.
(b) 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 11. DISSOLUTION AND WINDING-UP.
11.1 Events Causing Dissolution.
The Partnership shall be dissolved upon the happening of any of the
following events (each a "Dissolution Event"):
(a) 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
(b) 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
(c) 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
(d) the expiration of the Partnership term specified in Section
4 of this Agreement; or
(e) the Operations of the Partnership shall cease to constitute legal
activities under the Delaware Act or any other applicable law; or
(f) any other event which causes the dissolution or winding-up of the
Partnership under the Delaware Act to the extent not otherwise provided herein.
11.2 Winding Up of the Partnership; Capital Contribution by the
General Partner Upon Dissolution.
(a) Upon the occurrence of a Dissolution Event, the winding-up of the
Partnership and the termination of its existence shall be accomplished as
follows:
(i) 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;
(ii) 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;
(iii) 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);
(iv) 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
(v) 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.
(b) 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.
11.3 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:
(a) first, to the payment of creditors of the Partnership in order of
priority as provided by law, except obligations to Partners or their Affiliates;
(b) 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.
(c) 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;
(d) 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
(e) thereafter, to the Partners in proportion to and to the extent of the
positive balances of their Capital Accounts.
11.4 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 12. FISCAL MATTERS.
12.1 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.
12.2 Maintenance of and Access to Basic Partnership Documents.
(a) The General Partner shall maintain at the Partnership's principal
office, the following documents:
(i) the Participant List;
(ii) 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;
(iii) copies of this Agreement and any amendments hereto;
(iv) 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;
(v) copies of the Partnership's federal, state and local income tax
returns and reports, if any, for the three most recently completed Fiscal
Years;
(vi) records as required by applicable tax authorities including those
specifically required to be maintained by "tax shelters", if so required
by the Partnership; and
(vii) investor suitability records for Units sold by any Affiliate of the
General Partner for a period of six years.
(b) 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 a reasonable expense to such Limited Partner, 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.
(c) 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.
(d) 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 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.
12.3 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.
12.4 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.
12.5 Reports.
(a) 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:
(i) 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;
(ii) 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
(iii) 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.
(b) 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:
(i) 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;
(ii) 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:
(A) Cash Flow during such period;
(B) Cash Flows from prior periods;
(C) Cash From Sales;
(D) Capital Contributions originally used to establish a
Reserve;
(iii) 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:
(A) the condition of each such item of Equipment and of any personal
property securing any Financing Transaction to which such report
applies;
(B) 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);
(C) the remaining term of any Lease to which such Equipment is
subject;
(D) the projected or intended use of such Equipment during the next
following Fiscal Year;
(E) 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;
(iv) 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;
(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 (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.
12.6 Tax Returns and Tax Information.
The General Partner shall:
(a) 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
(b) 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.
12.7 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.
12.8 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.
12.9 Tax Matters Partner.
(a) 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.
(b) The Tax Matters Partner shall have the following duties;
(i) 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
(ii) 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").
(c) 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.
(d) The Tax Matters Partner is hereby authorized, but not required:
(i) 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;
(ii) 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;
(iii) to intervene in any action brought by any other Partner for judicial
review of a final adjustment;
(iv) 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;
(v) 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
(vi) 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.
12.10 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 13. MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS.
13.1 Meetings of the Limited Partners.
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
13.2 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:
(a) 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;
(b) dissolve the Partnership;
(c) remove the General Partner and elect one or more Substitute
General Partners; and
(d) 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.
13.3 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 14. AMENDMENTS.
14.1 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:
(a) 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;
(b) 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;
(c) 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);
(d) 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;
(e) 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;
(f) 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
(g) to change the name of the Partnership or the location of its principal
office.
14.2 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 15. POWER OF ATTORNEY.
15.1 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:
(a) 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);
(b) 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;
(c) 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;
(d) 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
(e) 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.
15.2 Amendments to Agreement and Certificate of Limited
Partnership.
(a) 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:
(i) 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;
(ii) 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
(iii) 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.
(b) 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.
15.3 Power Coupled With an Interest.
The foregoing grant of authority by each Limited Partner:
(a) 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;
(b) 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
(c) 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 16. GENERAL PROVISIONS.
16.1 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:
(a) 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
(b) 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.
16.2 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.
16.3 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.
16.4 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
16.5 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.
16.6 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.
16.7 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.
16.8 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.
16.9 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.
16.10 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.
16.11 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.
16.12 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 17. 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-194193
"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, ss. 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 Rule 2810 of the NASD Conduct Rules.
"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 ss.ss.
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:
1 A and B
(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. ss.
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. ss. 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. ss. 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.
"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 A
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND EIGHT 1 L.P.
EXHIBIT B
PRIOR PERFORMANCE TABLES
FOR THE PRIOR PUBLIC PROGRAMS
Prior performance is not an indication of future results.
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-50
* LP Seven B-52
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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 $ 7.85 - - - - -
- Other - $ 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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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 $ 2.24 - - - - -
- Other - - - - - -
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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
Prior performance is not an indication of future results.
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 $ 63.41 $ 25.69
Return of capital $ 23.33 $ 36.86 $ 61.44
Source (on cash basis)
- Operations $ 1.35 $ 69.03 $ 62.35
- Sales - $ 31.24 -
- Refinancing - - -
- Other $ 25.52 - $ 24.78
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
Prior performance is not an indication of future results.
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
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.
_____________________
Prior performance is not an indication of future results.
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.
_____________________
Prior performance is not an indication of future results.
<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.
_____________________
Prior performance is not an indication of future results.
<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.
_____________________
Prior performance is not an indication of future results.
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.
_____________________
Prior performance is not an indication of future results.
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.
_____________________
Prior performance is not an indication of future results.
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. Seven for the year 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>
Construction 1996 1997 $50,702 $47,778 $0 ($47,778) $0
Vessels 1997 1997 $9,561,865 $4,154,528 $5,864,138 $1,709,610 $2,448,874
Computers 1996 1997 $2,048,220 $1,660,987 $1,774,347 $18,900 $0
Telecommunications 1996 1997 $52,104 $13,681 $22,837 $0 ($23,396)
</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.
_____________________
Prior performance is not an indication of future results.
- --------------
1 A or B
EXHIBIT B
PRIOR PERFORMANCE TABLES
FOR THE PRIOR PUBLIC PROGRAMS
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.
- -------------------------------------------------------------------------
- ---------------------------------------------uired, 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, initial and date the Subscription Agreement. (Please
refer to Section 3 above for information as to who should sign.)
- -------------------------------------------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 "The CHECKS &
Chase Manhattan BankICON Income Fund EIGHT Escrow Account."
SUBSCRIPTIONS: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."
Page 220220
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 additional 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 page 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
1/10,000th 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)
1,500,000 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 May 5,
1998. 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. 2 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. 2 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
18th day of September, 1998.
Signatures Title(s)
/s/ Beaufort J. B. Clarke______ Chairman, President
(Chief Executive Officer) and
Beaufort J. B. Clarke Director of ICON Capital
Corp., the General
Partner of the Registrant
/s/ Thomas W. Martin ______ Executive Vice President,
Treasurer and Director of
Thomas W. Martin ICON Capital Corp.
/s/ Gary N. Silverhardt _____ Senior Vice President
- ---------------------------
(Chief Financial Officer) and
Gary N. Silverhardt Assistant Treasurer of ICON
Capital Corp.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
EXHIBITS
AMENDMENT NO. 2
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 Amended and Restated Agreement of
Limited
Partnership is included as Exhibit A to the Prospectus.
E-
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.
E-*
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.
** Filed as an Exhibit to Amendment No. 1 to the S-1 Registration
Statement filed on July 24, 1998 and is incorporated herein.
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 1 L.P., a Delaware limited partnership, the "Partnership"), and the The
Chase Manhattan Bank N.A., a New York Chartered Bank (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.
- --------
1 A or B
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).
Escrow Agent will not be required to communicate with any subscriber(s). All
inquiries on behalf of the subscriber(s) will be coordinated through the
Partnership.
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 All interest or other income earned under the Escrow Agreement shall be
allocated and paid as provided herein and reported by the recipient to the
Internal Revenue Service as having been so allocated and paid.
5.2 The Escrow Agent shall have the right to liquidate any investments held,
in order to provide funds necessary to make required payments under this Escrow
Agreement. The Escrow Agent in its capacity as escrow agent hereunder shall not
have any liability for any loss sustained as a result of any investment made
pursuant to the instructions of the parties hereto or as a result of any
liquidation of any investment prior to its maturity or for the failure of the
parties to give the Escrow Agent instructions to invest or reinvest the Escrow
Fund or any earnings thereon.
5.3 Any corporation into which the Escrow Agent in its individual capacity
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Escrow Agent in its individual capacity shall be a party, or any corporation to
which substantially all the corporate trust business of the Escrow Agent in its
individual capacity may be transferred, shall be the Escrow Agent under this
Escrow Agreement without further act.
5.4 Anything in this agreement to the contrary notwithstanding, in no event
shall the Escrow Agent be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even
if the Escrow Agent has been advised of the likelihood of such loss or damage
and regardless of the form of action.
5.4 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.
5.5 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.
5.6 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 5.6 shall survive the
termination of this Agreement.
5.7 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.
5.8 In the event funds transfer instructions are given (other than in writing
at the time of execution of the Agreement), whether in writing, by telecopier or
otherwise, the Escrow Agent is authorized to seek confirmation of such
instruction by telephone call-back to the person or persons designated on
Schedule 2 hereto, and the Escrow Agent may rely upon the confirmations of
anyone purporting to be the person or persons so designated. The persons and
telephone numbers for call-backs may be changed only in a writing actually
received and acknowledged by the Escrow Agent. The parties to this Agreement
acknowledge that such security procedure is commercially reasonable.
5.9 It is understood that the Escrow Agent and the beneficiary's bank in any
funds transfer may rely solely upon any account numbers or similar identifying
number provided by either of the parties hereto to identify (I) the beneficiary,
(ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may
apply any of the escrowed funds for any payment order it executes using any such
identifying number, even where its use may result in a person other than the
beneficiary being paid, or the transfer of funds to a bank other than the
beneficiary's bank, or an intermediary bank designated.
6. If any checks or other instruments deposited in the escrow account
established hereunder prove uncollectible, the Partnerships shall promptly
reimburse the Bank-Escrowee therefor upon request and the Bank-Escrowee shall
deliver the returned checks or other instruments to the Company.
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 1 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 Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Victor DeMarco
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.
9.7 The Escrow Agent shall have the right to withhold an amount equal to the
amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow
Agent shall reasonably believe may be incurred by the Escrow Agent in connection
with ________ination of the Escrow Agreement. 1 A or B
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.
11.Fees. Upon execution of this Escrow Agreement, ICON (the "Partnership") will
pay the Escrow Agent Fee's outlined in Schedule I attached hereto.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.
ICON SECURITIES CORP.,
as Dealer-Manager
By: _/s/ Thomas W. Martin_________
Thomas W. Martin
Executive Vice President
ICON Income Fund Eight 1 L.P., a Delaware Limited Partnership by ICON CAPITAL
CORP., its General Partner
By: _/s/ Thomas W. Martin__________
Thomas W. Martin
Executive Vice President
THE CHASE MANHATTAN BANK ,
as ESCROW AGENT
By: _/s/ Robert Stanislaro___________
Robert Stanislaro, Vice President
- --------
1 A or B
Schedule I
$5,000 per annum without proration for partial years.
Schedule II
Telephone Number(s) for Call-Backs and
Person(s) Designated to Confirm Funds Transfer Instructions
If to Issuer-Partnership:
Name Telephone Number
1. Beaufort J. B. Clarke (914)698-0600
2. Thomas W. Martin (914) 698-0600
3. Gary N. Silverhardt (914) 698-0600
If to Depositor-Agent:
1.
2.
3.
Telephone call-backs shall be made to each of Issuer-Partnership and
Depositor-Agent if joint instructions are required pursuant to the Agreement.
EXHIBIT 23.1
CONSENT OF
KPMG PEAT MARWICK LLP
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
September 18 , 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.
_____________________
Prior performance is not an indication of future results.
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.
_____________________
Prior performance is not an indication of future results.
<PAGE>
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.
_____________________
Prior performance is not an indication of future results.
<PAGE>
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.
_____________________
Prior performance is not an indication of future results.
<PAGE>
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.
_____________________
Prior performance is not an indication of future results.
<PAGE>
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.
_____________________
Prior performance is not an indication of future results.
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.
_____________________
Prior performance is not an indication of future results.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
managment for ICON Cash Flow Partners, L.P., Series A at March 31, 1998 pursuant
to leases or which secure its Financing Transactions.
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- -------- ---------- ---------
Manufacturing & Production $0 $73,267 $73,267
Computer Systems 5,018 64,807 69,825
Retail Systems 39,887 16,101 55,988
Reprographics 53,149 0 53,149
Material Handling 0 27,258 27,258
Telecommunications 0 15,297 15,297
Medical 0 12,963 12,963
------- -------- --------
$98,054 $209,693 $307,747
======= ======== ========
Prior performance is not an indication of future results.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P., Series B at March 31, 1998
pursuant to leases or which secure its Financing Transactions.
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- -------------------------- --------- ---------- ----------
Telecommunications $833,501 93,263 $926,764
Restaurant Equipment 618,000 117,121 735,121
Manufacturing & Production 217,519 329,652 547,171
Office Furniture&Fixtures 68,407 377,668 446,075
Computer Systems 41,586 359,673 401,259
Retail Systems 119,662 47,457 167,119
Video Production 21,919 115,372 137,291
Printing 117,056 10,493 127,549
Medical 59,574 0 59,574
Automotive 55,776 0 55,776
Material Handling 0 26,533 26,533
Audio 0 24,542 24,542
Office Equipment 0 14,569 14,569
----------- ----------- ----------
$2,153,000 $1,516,343 $3,669,343
========== ========== ==========
_____________________
Prior performance is not an indication of future results.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P., Series C at March 31, 1998
pursuant to leases or which secure its Financing Transactions.
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- ---------- ---------- ----------
Restaurant Equipment $1,255,432 $48,377 $1,303,809
Retail Systems 1,240,599 26,510 1,267,109
Computer Systems 487,719 631,585 1,119,304
Office Furniture&Fixtures 596,338 409,097 1,005,435
Manufacturing & Production 232,654 332,856 565,510
Printing 0 237,459 237,459
Medical 104,243 81,789 186,032
Video Production 74,580 65,815 140,395
Telecommunications 45,534 76,944 122,478
Construction 29,352 28,878 58,230
Copiers 0 50,566 50,566
Automotive 15,232 28,051 43,283
---------- ---------- ----------
$4,081,683 $2,017,927 $6,099,610
========== ========== ==========
_____________________
Prior performance is not an indication of future results.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P., Series D at March 31, 1998
pursuant to leases or which secure its Financing Transactions.
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- ----------- ---------- -----------
Manufacturing & Production $11,705,515 $427,519 $12,133,034
Computer Systems 10,785,302 437,728 11,223,030
Aircraft 6,819,250 983,333 7,802,583
Restaurant Equipment 918,303 365,064 1,283,367
Office Furniture&Fixtures 1,115,864 122,396 1,238,260
Telecommunications 377,395 137,493 514,888
Medical 313,474 33,986 347,460
Printing 21,397 87,342 108,739
Automotive 42,071 49,711 91,782
Video Production 0 79,414 79,414
Retail Systems 56,926 11,661 68,587
Office Equipment 31,106 0 31,106
Agriculture 0 19,492 19,492
Audio 0 18,399 18,399
Sanitation 0 10,114 10,114
Photography 8,102 0 8,102
----------- ---------- -----------
$32,194,705 $2,783,652 $34,978,357
=========== ========== ===========
_____________________
Prior performance is not an indication of future results.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P., Series E at March 31, 1998
pursuant to leases or which secure its Financing Transactions.
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- ------------ ----------- -----------
Manufacturing & Production $ 21,188,624 $ 1,429,974 $22,618,598
Aircraft 18,053,706 702,508 18,756,214
Retail Systems 12,394,629 385,587 12,780,216
Computer Systems 5,449,493 2,593,428 8,042,921
Restaurant Equipment 4,679,742 1,890,316 6,570,058
Office Furniture&Fixtures 3,666,355 1,947,934 5,614,289
Telecommunications 3,770,676 839,375 4,610,051
Material Handling 1,561,102 130,259 1,691,361
Medical 682,112 372,278 1,054,390
Printing 492,585 416,761 909,346
Automotive 596,075 51,260 647,335
Construction 303,589 316,196 619,785
Mining Equipment 0 558,796 558,796
Audio 176,271 247,923 424,194
Miscellaneous 0 259,830 259,830
Copiers 90,152 71,103 161,255
Office Equipment 75,174 20,008 95,182
------------ ----------- -----------
$ 73,180,285 $12,233,536 $85,413,821
============ =========== ===========
_____________________
Prior performance is not an indication of future results.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P. Six at March 31, 1998 pursuant to
leases or which secure its Financing Transactions.
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- ------------ ----------- -----------
Aircraft $ 36,659,753 $ 0 $36,659,573
Manufacturing & Production 14,747,893 1,206,555 15,954,448
Computer Systems 13,659,779 854,386 14,514,165
Telecommunications 14,169,987 186,024 14,356,011
Printing 1,735,302 121,180 1,856,482
Restaurant Equipment 915,355 346,967 1,262,322
Office Furniture&Fixtures 887,994 149,149 1,037,143
Medical 0 908,466 908,466
Retail Systems 576,780 116,973 693,753
Material Handling 129,488 185,734 315,222
Copiers 224,868 0 224,868
Video Production 80,431 0 80,431
Audio 0 42,338 42,338
Office Equipment 0 37,951 37,951
Agriculture 0 36,829 36,829
------------ ----------- -----------
$ 83,787,630 $ 4,192,552 $87,980,183
============ =========== ===========
_____________________
Prior performance is not an indication of future results.
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P. Seven at March 31, 1998 pursuant to
leases or which secure its Financing Transactions.
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- -------------------------- ------------ ---------- ------------
Aircraft $ 69,264,054 $ 0 $ 69,264,054
Vessels 59,133,364 0 59,133,364
Computer Systems 41,875,388 0 41,875,388
Retail Systems 20,917,360 32,353 20,949,713
Manufacturing & Production 14,619,004 51,484 14,670,488
Telecommunications 5,708,811 47,252 5,756,063
Material Handling 4,554,815 0 4,554,815
Office Furniture&Fixtures 2,580,631 581,217 3,161,848
Office Equipment 2,764,522 0 2,764,522
Miscellaneous 0 65,754 65,754
------------ --------- ------------
$221,417,949 $ 778,060 $222,196,009
============ ========= ============
_____________________
Prior performance is not an indication of future results.
