As filed with the Securities and Exchange Commission on May 29, 1998
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ICON Income Fund Eight
ICON Income Fund Eight A L.P., a Delaware limited partnership ("ICON Eight A")
ICON Income Fund Eight B L.P., a Delaware limited partnership ("ICON Eight B")
(Exact name of registrant as specified in governing instruments)
DELAWARE
(State or other jurisdiction of incorporation or organization)
7394
(Primary Standard Industrial Classification Code Number)
ICON Eight A [13-4006824], ICON Eight B [to be applied for]
(I.R.S. Employer Identification Numbers)
600 MAMARONECK AVENUE, HARRISON, NEW YORK 10528 (914) 698-0600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN L. LEE, ASSISTANT SECRETARY
ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
(914) 698-0600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
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.
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 322 PAGES EXHIBIT INDEX IS ON PAGE 206
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CALCULATION OF REGISTRATION FEE
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Title of
Each Class Proposed Proposed
of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Unit Price Fee
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Units of
Limited
Partnership
Interests.... 1,500,000 $100. $150,000,000. $44,250.
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8 (a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said Section 8 (a),
may determine.
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ICON INCOME FUND EIGHT
Cross Reference Sheet Required by Item 501(b) of Regulation S-K
<TABLE>
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Item Number and Caption Location in Prospectus
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<S> <C>
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
</TABLE>
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* Omitted because the item is inapplicable or the answer is negative.
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ICON Income Fund Eight
$150,000,000
150,000 Units of Limited Partnership Interests
(in two limited partnerships, each having a minimum
capitalization of 12,000 Units) $100.00 Per Unit/Minimum
Investment 25 Units ($2,500)
(10 Units ($1,000) for IRAs and Qualified Plans)
ICON Income Fund Eight is an equipment leasing program (the "Program")
consisting of two Delaware limited partnerships (collectively, the
"Partnerships", or, individually, a "Partnership"); ICON Income Fund Eight A
L.P., a Delaware limited partnership, ("ICON Eight A") and ICON Income Fund
Eight B L.P., a Delaware limited partnership, ("ICON Eight B"). Each Partnership
will be formed by ICON Capital Corp. (the "General Partner") immediately prior
to the Offering of its Units. The Partnerships will be separate entities and an
investor will have an interest only in the Partnership in which he purchases
Units. This prospectus describes an investment by investors ("Limited Partners")
in limited partnership interests (or "Units") of the Partnership. Each
Partnership may sell as few as 12,000 or as many as 750,000 of Units.
An investment in Units of the Partnerships involves certain risks (see "RISK
FACTORS", Page 15).
* Limited Partners must rely on the skills, integrity and business expertise of
the General Partner.
* The profitability of an investment in Units cannot be estimated. All
Investment decisions will be made solely by the General Partner.
* The General Partner and its affiliates will receive substantial fees, only a
portion of which is contingent on amounts paid to Limited Partners.
* No public market for Units exists. As a result, Limited Partners may only be
able to resell their Units, if at all, at a discount and should, therefore,
be prepared to hold their Units for the entire life of the Partnership.
* The General Partner manages similar existing partnerships and this may give
rise to potential conflicts of interest, including a conflict for management
services and available investments.
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 (a) sell all their assets in an orderly
manner and (b) 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. 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
to Public(1) Sales Costs(2) (to Partnership(3)
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<S> <C> <C> <C>
Per Unit $ 100 $ 10 $ 90
Total (Minimum per Partnership of 12,000 Units)(5) 1,200,000(3)(4) 120,000 1,080,000
Total (Maximum per Partnership of 750,000 Units) 75,000,000(4) 7,500,000 67,500,000
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</TABLE>
The date of this Prospectus is, ____ ICON
SECURITIES CORP.
600 Mamaroneck Avenue, Harrison, NY 10528 (914) 698-0600
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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 General Partner in its sole
discretion may increase the maximum number of Units which may be sold in ICON
Income Fund Eight B L.P. by the number of authorized and unsold Units in ICON
Income Fund Eight A L.P. (including any Units which were not sold because of the
failure of ICON Income Fund Eight A L.P. to receive acceptable subscription for
the minimum number of Units.)
NOTICE TO PENNSYLVANIA INVESTORS: BECAUSE THE MINIMUM CLOSING AMOUNT IS LESS
THAN $24,000,000 (A MAXIMUM TO MINIMUM OFFERING RATIO OF 20:1) YOU ARE CAUTIONED
TO CAREFULLY EVALUATE THE PROGRAM'S ABILITY TO FULLY ACCOMPLISH ITS STATED
OBJECTIVES AND TO INQUIRE AS TO THE CURRENT DOLLAR VOLUME OF PROGRAM
SUBSCRIPTIONS.
THE USE OF FORECASTS IN THIS OFFERING IS PROHIBITED. ANY REPRESENTATIONS TO
THE CONTRARY AND ANY PREDICTIONS, WRITTEN OR ORAL, AS TO THE AMOUNT OR CERTAINTY
OF ANY PRESENT OR FUTURE CASH BENEFIT OR TAX CONSEQUENCE WHICH MAY FLOW FROM AN
INVESTMENT IN THIS PROGRAM IS NOT PERMITTED.
THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE, AND MAY
ONLY BE TRANSFERRED OR RESOLD IN CONFORMITY WITH THE AGREEMENT OF LIMITED
PARTNERSHIP OF THE PARTNERSHIPS AND IN COMPLIANCE WITH APPLICABLE LAW.
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TABLE OF CONTENTS
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Page
SUMMARY OF THE OFFERING............................................... 7
Risk Factors ..................................................... 7
The Partnership.................................................... 7
Terms of the Offering.............................................. 7
Sources and Uses of Offering Proceeds and Related Indebtedness..... 8
Summary of Compensation .......................................... 8
Conflicts of Interest ............................................. 9
Fiduciary Responsibility........................................... 9
Other Offerings by the General Partner and its Affiliates.......... 9
Management; Financial Statements of the General Partner and of
the Partnership ................................................ 9
Investment Objectives and Policies................................. 10
Federal Income Tax Considerations.................................. 11
Capitalization .................................................... 11
Summary of Partnership Agreement................................... 11
Transfer of Units.................................................. 11
Fiscal Year........................................................ 13
Glossary of Terms.................................................. 13
RISK FACTORS.......................................................... 14
Operating Risks.................................................... 14
Partnership and Investment Risks................................... 14
Federal Income Tax Risks and ERISA Matters......................... 18
SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS........ 21
SUMMARY OF COMPENSATION............................................... 22
Organization and Offering Stage.................................... 23
Operational Stage.................................................. 24
Interest in Partnership Profits or Losses.......................... 27
CONFLICTS OF INTEREST................................................. 29
Lack of Separate Legal Representation and Lack of Arm's Length
Negotiation of the Program Agreements .......................... 29
Compensation of the General Partner and Affiliates................. 29
Effect of Leverage on Compensation Arrangements.................... 30
Competition With the General Partner and its Affiliates............ 30
Determination of Reserves and Liability of the General Partner
for Partnership Obligations ..................................... 31
Joint Ventures..................................................... 32
Lease Referrals.................................................... 32
Participation of a Securities Sales Affiliate in this Offering..... 32
General Partner to Act as Tax Matters Partner...................... 32
FIDUCIARY RESPONSIBILITY.............................................. 32
General............................................................ 32
Conflicts.......................................................... 33
Indemnification of the General Partner, Dealer-Manager and
Selling Dealers ................................................. 33
Investor Remedies.................................................. 34
OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES............. 35
Prior Public Programs.............................................. 35
STATUS OF THE OFFERING................................................ 37
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Page
CERTAIN RELATIONSHIPS WITH THE PARTNERSHIPS........................... 38
MANAGEMENT............................................................ 38
The General Partner................................................ 38
Affiliates of the General Partner.................................. 39
INVESTMENT OBJECTIVES AND POLICIES.................................... 40
General............................................................ 40
Acquisition Policies and Procedures................................ 40
Leases and Financing Transactions ................................. 41
Financing Transactions............................................. 42
Credit Review Procedures........................................... 43
Equipment.......................................................... 43
Other Investments.................................................. 44
Portfolio Acquisitions............................................. 45
Cash Distributions to Partners..................................... 45
Reinvestment of Undistributed Cash in Additional Equipment,
Leases and Financing Transactions................................ 47
FEDERAL INCOME TAX CONSEQUENCES....................................... 47
Summary............................................................ 49
Opinion of Tax Counsel............................................. 49
Classification as a Partnership.................................... 50
Publicly Traded Partnerships....................................... 50
Taxation of Distributions.......................................... 51
Partnership Income Versus Partnership Distributions................ 52
Allocations of Profits and Losses.................................. 52
Deductibility of Losses: Passive Losses, Tax Basis and "At Risk"
Limitation ...................................................... 53
Deductions for Organizational and Offering Expenses; Start-up
Costs ........................................................... 54
Tax Treatment of the Leases........................................ 55
Cost Recovery...................................................... 55
Limitations on Cost Recovery Deductions............................ 56
Deferred Payment Leases............................................ 57
Sale or Other Disposition of Partnership Property.................. 57
Sale or Other Disposition of Partnership Interest.................. 58
Treatment of Cash Distributions Upon Redemption.................... 58
Gifts of Units..................................................... 58
Consequence of No Section 754 Election............................. 58
Tax Treatment of Termination of the Partnership Pursuant to the
Partnership Agreement............................................ 58
Audit by the Service............................................... 58
Alternative Minimum Tax............................................ 60
Interest Expense................................................... 61
Self-Employment Income and Tax..................................... 61
Maximum Individual Tax Rates....................................... 61
Section 183........................................................ 61
Registration, Interest, and Penalties.............................. 62
State and Local Taxation........................................... 63
Foreign Investors.................................................. 64
Tax Treatment of Certain Trusts and Estates........................ 64
Taxation of Employee Benefit Plans and Other Tax-Exempt
Organizations ................................................... 64
Corporate Investors................................................ 64
INVESTMENT BY QUALIFIED PLANS......................................... 64
Fiduciaries under ERISA............................................ 64
Prohibited Transactions Under ERISA and the Code................... 65
Plan Assets........................................................ 65
Other ERISA Considerations......................................... 66
Page 7
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Page
CAPITALIZATION........................................................ 68
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION........................ 68
Liquidity and Capital Resources.................................... 68
Operations......................................................... 68
SUMMARY OF THE PARTNERSHIP AGREEMENT.................................. 69
Establishment and Nature of the Partnership........................ 69
Name and Address................................................... 69
Purposes and Powers................................................ 69
Duration of Partnership............................................ 69
Capital Contributions.............................................. 69
Powers of the Partners............................................. 70
Limitations on Exercise of Powers by the General Partner........... 70
Indemnification of the General Partner............................. 71
Liability of Partners.............................................. 72
Non-assessability of Units......................................... 72
Distribution of Distributable Cash From Operations
and Distributable Cash From Sales................................ 72
Allocation of Profits and Losses................................... 73
Withdrawal of the General Partner.................................. 74
Transfer of Units.................................................. 74
Dissolution and Winding up......................................... 74
Access to Books and Records........................................ 74
Meetings and Voting Rights of Limited Partners..................... 75
Amendments......................................................... 75
TRANSFER OF UNITS..................................................... 76
Withdrawal ........................................................ 76
Restrictions on the Transfer of Units.............................. 76
Limited Right of Presentment for Redemption of Units............... 77
Certain Consequences of Transfer................................... 78
REPORTS TO LIMITED PARTNERS........................................... 79
Annual Reports..................................................... 79
Quarterly Reports.................................................. 79
PLAN OF DISTRIBUTION.................................................. 79
Segregation of Subscription Payments .............................. 80
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES............................................. 81
General Suitability Considerations................................. 81
State Requirements Concerning Minimum Investment and Minimum
Investor Net Worth/Income........................................ 81
Subscriber Representations......................................... 83
Citizenship ....................................................... 85
Special Limit on Ownership of Units by Benefit Plans............... 85
Minimum Investment and Suitability Standards....................... 85
How to Subscribe................................................... 85
Admission of Partners; Closings.................................... 86
SALES MATERIAL........................................................ 86
LEGAL MATTERS......................................................... 87
EXPERTS............................................................... 87
ADDITIONAL INFORMATION................................................ 87
Page 8
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Page
TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS.................. 87
FINANCIAL STATEMENTS.................................................. 87
GLOSSARY - Section 17 of the Limited Partnership Agreement
EXHIBITS:
A. Agreement of Limited Partnership................................A-1
B. Prior Performance Tables for the Prior Public Programs.........B-1
C. Subscription Documents.........................................C-1
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SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by the detailed
information appearing elsewhere in this Prospectus and in the Exhibits hereto.
See the Glossary contained in Section 17 of the Agreement of Limited Partnership
attached as Exhibit A (the "Partnership Agreement") to this Prospectus for the
definition of certain terms used in this Summary and throughout this Prospectus.
ICON Income Fund Eight is an equipment leasing program consisting of two
Delaware limited partnerships (collectively, the "Partnerships" and,
individually, a "Partnership") the first of which was formed on July 9, 1997
primarily to engage in the business of leasing Equipment or acquiring residual
interests thereon and providing financing, secured by equipment, to companies,
determined to be creditworthy by the General Partner as well as to engage in any
other businesses which are consistent with the Partnership's objectives and in
which the Partnership may lawfully engage. The General Partner expects that most
of the Net Offering Proceeds will be invested in Equipment which is subject to
Leases which produce passive income but that a portion of Proceeds will be
invested in Financing Transactions as well as Leases or other transactions which
produce portfolio income if the General Partner, in its sole discretion,
believes such Investments to be in the best interests of each of the
Partnerships. See "SUMMARY OF THE PARTNERSHIP AGREEMENT." Each of the
Partnerships is expected to complete its Reinvestment Period seven (7) years
from the date of the commencement of the Offering in each Partnership provided
that such period may be extended at the sole and absolute discretion of the
General Partner. The General Partner will then liquidate each of the
Partnerships' Investments in the ordinary course of business within a further
period ending eight (8) years but no later than ten (10) years after the date of
this Prospectus. Investors should therefor expect to hold their Units for the
full term of the Partnership in question (i.e. from 7 to 10 years from the time
they invest).
Summary of Certain Risk Factors
An investment in the Partnerships has many risks. The information appearing
under the caption "RISK FACTORS" in this Prospectus contains a detailed
discussion of the most important risks associated with an investment in
Units. Please refer thereto for a discussion of the following specific risk
factors as well as other relevant risk factors:
Operating Risks:
The Equipment owned by each Partnership will be subject to unanticipated
declines in market value and Lessee defaults, both of which can adversely
effect such Partnership's financial performance. To the extent the
Partnership's Equipment will be acquired in part with borrowed funds, a
Lessee default increases the risk of a material loss to the Partnership.
Partnership and Investment Risks:
o No one can predict whether Limited Partners will receive cash
distributions in amounts sufficient to return their original investment
or the amount of profit thereon, if any, that they will ultimately
receive.
o The Investments to be acquired or entered into by each Partnership have
not been specified as of the date of this Prospectus and will be
determined solely by the General Partner.
o Investors will have no right to be involved in the management of the
Partnership and will not have the opportunity to vote except in
extraordinary circumstances. As a result, they must rely on the skills,
integrity and business expertise of the General Partner.
o The General Partner, the Dealer-Manager and the Selling Dealers will
receive significant compensation for organizing the Partnership and
conducting the Offering and managing the Partnership's business. None of
this compensation has been the subject of arm's length negotiations.
(See "Compensation to the General Partners and Affiliates").
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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:
o The risk that income and expenses of the Partnerships, 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.
o 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.
o The risk that each of the Partnerships may be treated as a
"publicly-traded partnership" and therefore taxed at the partnership
level as though it were a corporation with a second tax assessed against
investors on Partnership distributions received by them.
Sources and Uses of Offering Proceeds and Related Indebtedness
Not less than 80.40% of Gross Offering Proceeds will be used to make
Investments (assuming a Maximum Offering), 1% will be held in reserves
(including working capital) and the balance will be applied to pay fees and
expenses to the Sponsor and its Affiliates and to others involved in the
Offering. See "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS" for a breakdown of the General Partner's estimate as to how
the capital of each raises and a portion of the indebtedness it may employ
will be used.
Summary of Compensation
The Dealer-Manager (an Affiliate of the General Partner which will select
the Selling Dealers and manage the Offering of Units) and the General
Partner (which will acquire the assets for and manage the business of the
Partnerships) will receive compensation for their services. The section of
the Prospectus entitled "SUMMARY OF COMPENSATION" details the estimated
amount and range of each item of compensation payable to the Dealer Manager
and the General Partner by the Partnerships. The most significant items of
compensation are:
o Approximately 19.60% of Gross Offering Proceeds (assuming a Maximum
Offering will be used to pay the costs of organizing each Partnership,
offering the Units to the public and acquiring Partnership assets and,
of such percentage, approximately 11.60% of Gross Offering Proceeds will
be paid to the General Partner or an Affiliate and approximately 8.0% of
Gross Offering Proceeds is expected to be paid to unrelated Selling
Dealers. (See "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS").
o The General Partner will generally be entitled to receive a Management
Fee of between 2% and 5% of annual gross rental payments (fee
percentages for Leases are based on whether they are Full-Payout or
Operating Leases) and 2% of payments on Financing Transactions.
o The General Partner shall receive 1% and the Limited Partners 99% of
each distribution of Distributable Cash From Operations and
Distributable Cash From Sales until the Limited Partners have received
total cash distributions in an amount equal to Payout (i.e., the time
when each of the Limited Partners has received cash
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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:
o the lack of arm's length negotiations in determining compensation;
o 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;
o competition with an Affiliate of the General Partner for the
acquisition, lease, financing or sale of Equipment; and
o 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."
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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 with Lessees or under
other contractual arrangements with Users of Equipment;
(ii) CASH DISTRIBUTIONS: to generate cash distributions, which may be
substantially tax-deferred (i.e., distributions which are not
subject to current taxation) during the early years of the
Partnership, to investors beginning in the quarter following the
month in which the minimum number of Units are sold, a portion of
which may represent a return of an investor's investment;
(iii) SAFETY: to create a significant degree of safety relative to other
equipment leasing investments through the purchase of a diversified
equipment portfolio. This diversification reduces the exposure to
market fluctuations in any one sector. The purchase of used
long-lived, low obsolescence equipment typically at prices which are
substantially below the cost of new equipment also reduces the
impact of economic depreciation and can create the opportunity for
appreciation in certain market situations, where supply and demand
return to balance from oversupply conditions; and
(iv) TOTAL RETURN: to provide to limited partners a total return on their
investment which, by the end of the Liquidation Period, compares
favorably with other investment alternative with similar risk
profiles. There can be no assurance, however, that an above average
rate of return can be achieved while satisfying the other stated
investment objectives of the Partnerships and, as such, the General
Partner intends to target the highest available rate or return
consistent with prudent risk management and reasonably conservative
investment decisions.
Not less than 80.40% of the Gross Offering Proceeds will be used to make
investments in Equipment, Leases and Financing Transactions (collectively
"Investments") on behalf of the Partnerships (assuming a Maximum Offering)
(see "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS") and
1% of Gross Offering Proceeds will be initially set aside in a working
capital reserve. If one assumed that individual investors (1) could purchase
Investments with the same average yield as the Partnerships is able to
achieve, (2) could arrange financing on the same terms and (3) could make
such acquisitions without paying any transfer taxes or fees to brokers or
attorneys to locate, negotiate and document such transactions (each of which
assumptions the General Partner believes to be unlikely), then an investor's
return from a direct ownership of Leases and Financing Transactions would be
greater than the return from an investment in the Partnerships. In addition,
if one assumed that an investor would incur no expenses in (1) managing
Investments (e.g. billing and collecting rents, corresponding with the
Lessees, insurers and others, administering sales, use and property tax
collections, accounting and remittances to appropriate taxing authorities,
etc.) and (2) re-marketing the Equipment (both of which assumptions the
General Partner also believes to be unlikely), then such investor's
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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.
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.
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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.
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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.
Investor Suitability -- To be eligible to purchase Units, all prospective
investors are required to comply with the Partnership's basic suitability
requirements. In general, prospective owners of Units must either have:
(i) both (A) a net worth of not less than $30,000 (determined exclusive of
the net fair market value of (a) his or her home, (b) home furnishings
and (c) personal automobiles) and (B) $30,000 of annual gross income;
or
(ii) a net worth of at least $75,000 (determined as above).
Who Should Invest -- You should only invest in the Partnerships if you (a)
are prepared to make an investment for the entire Reinvestment Period seven
(7) years from the date of this Prospectus as well as the additional
Liquidation Period of from twelve (12) to thirty-six (36) months thereafter,
(b) have no need for liquidity of such investment (except as may be provided
by monthly cash distributions) and (c) are prepared to assume the
substantial risks associated with such investment. An investment in Units is
not suitable for investors who will need access to their Capital
Contribution during the term of the Partnerships or for whom the projected
monthly cash distributions are an essential source of funds to pay their
necessary living expenses. An investment also may produce "unrelated
business taxable income" for pension, profit-sharing and other Qualified
Plans in excess of applicable exemptions. Each potential investor should
review the information appearing under the captions "RISK FACTORS," "FEDERAL
INCOME TAX CONSEQUENCES" and "INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS; SUBSCRIPTION PROCEDURES" with particular care and should
consult his or her tax and investment advisors to determine (1) if an
investment in Units is appropriate for him or her in light of his particular
tax and investment situation and (2) if so, what portion of his or her total
investment portfolio may prudently be invested in Units.
Minimum Investment -- The minimum investment by an investor (whether by
subscription or through resale) is 25 Units except IRAs and Qualified Plans
for which the minimum investment is 10 Units.
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.
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RISK FACTORS
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The purchase of Units may be considered speculative and subject to certain
risks. In addition to the factors set forth elsewhere in this Prospectus,
prospective investors should consider the following:
Operating Risks
General. The Partnerships will engage in the business of equipment leasing
and providing financing, which entail certain economic and other risks,
including, but not limited to, the following: the risk of sharp changes in the
market value or technological obsolescence of some or all of the types of
Equipment that the Partnerships may lease or finance and the physical
deterioration of such Equipment; the possibility of Lessee or User defaults;
fluctuations in general business and economic conditions; the adoption of
legislation or regulations that may affect the cost, manner of operations, and
titling and registration (when necessary) of certain of the Partnerships'
Equipment. Many of the foregoing risks are outside the control of the
Partnerships and may adversely affect their operating costs or revenues and the
amounts of residual equipment values actually realizable by them. Such risks are
further discussed below.
Partnership Risks and Investment Risks
Investments Unspecified. The Equipment to be purchased and the Leases and
Financing Transactions to be entered into or acquired have not been determined
as of the date of this Prospectus. The General Partner will have complete
discretion in investing the Net Offering Proceeds and proceeds from
Partnerships' Indebtedness within the limits set forth under the caption
"INVESTMENT OBJECTIVES AND POLICIES." In addition, because the Partnerships'
Investments have not been specified, no one can make a judgment as to whether or
not the investments to be made will result in investors receiving distributions
sufficient to return their investment and/or profit thereon.
Limited Voting Rights of Limited Partners. All decisions with respect to
management of the Partnerships, including the determination as to which
Equipment the Partnerships will purchase and which Leases and Financing
Transactions each will enter into or acquire, will be made exclusively by the
General Partner. The success of the Partnerships, to a large extent, will depend
on the quality of the investment decisions made by the General Partner,
particularly as it relates to the purchase of Equipment, the acquisition of
Leases and Financing Transactions and the re-leasing and disposition of its
Equipment. Limited Partners are not permitted to take part in the management of
the Partnerships or the establishment of the Partnerships' investment objectives
or policies. Accordingly, potential investors should not purchase Units unless
they are willing to entrust all aspects of the management of the Partnerships to
the General Partner.
Generally speaking, only extraordinary matters, such as a proposed amendment
to the Partnership Agreement, are required to be submitted for vote of the
Limited Partners. For any matter submitted for vote of the Limited Partners, the
Consent of the Majority Interest (more than 50% of the relevant Partnership's
Interests) is required for approval. The Partnership Agreement provides that in
determining the requisite percentage of Interests necessary for a vote
concerning (i) the removal of the Sponsor as General Partner or (ii) any
transaction between the Sponsor and the Program, any Interests owned by the
Sponsor shall not be included. See Section 13.2 of the Partnership Agreement,
"Voting Rights of the Limited Partners."
Investment Portfolio Composition. There can be no assurance as to the
ultimate composition of the Partnerships' actual Investment portfolio, as there
is no way of anticipating what types of Equipment, Leases and Financing
Transactions will be available on reasonable terms at the times the Partnerships
are ready to invest their funds. The General Partner may vary the Partnerships'
Investment portfolio and may invest a substantial portion of the Net Offering
Proceeds and Cash From Operations and/or Cash From Sales in Leases and Financing
Transactions other than those described under the caption "INVESTMENT OBJECTIVES
AND POLICIES" or may invest in Financing Transactions to a greater degree than
currently anticipated. Net Offering Proceeds, in this instance, means the gross
amount of Capital Contributions of all limited partners less underwriting fees,
sales commissions and the O & O Expense Allowance payable by the Partnership.
Residual Value of Equipment. Each investor's ultimate investment return from
the Partnerships will depend, in part and upon the residual value of the
Partnerships' Equipment at the time of its sale or re-lease. The residual value
of the Equipment will depend upon many factors beyond the control of the
Partnerships, including the cost of similar new equipment at the time of sale or
re-lease, changes in the regulatory environment, technological
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obsolescence, supply of and demand for such equipment, competitive factors and
general economic conditions. As the impact of any of these factors is difficult
to forecast with accuracy over extended time horizons, the General Partner
cannot predict with certainty that the anticipated residual values for Equipment
selected for purchase will actually be realized when the Equipment is sold.
A Lack of Diversification of Investments Would Result if only the Minimum
Offering were Raised. The Partnership may begin operations with minimum
capitalization of approximately $1,038,000 (after payment of estimated Sales
Commissions, Underwriting Fees and O & O Expense Allowance totaling 13.50% or
$162,000 of Gross Offering Proceeds). The ability of the Partnerships to
diversify its Investments and its profitability could be adversely affected by
the amount of funds at its disposal. To the extent that the minimum number of
Units are sold, it is likely that the Partnerships would not be able to achieve
as great a degree of diversification in their portfolio of Investments as would
be possible with more capital to invest. See "SOURCES AND USES OF OFFERING
PROCEEDS AND RELATED INDEBTEDNESS."
Investment in Options. The Partnerships may enter into transactions where
the Partnerships acquire or enter into an option to purchase Equipment for a
fixed price at a future date (typically at the end of the Lease Term encumbering
the asset). In the event of the bankruptcy of the party granting the option or
the Lessee in the underlying Lease, the option held by the Partnerships might be
unenforceable and the price paid by the Partnerships might prove to be
unrecoverable in whole or in part.
Risks Associated with Lessee or User Default. If a Lessee or User defaulted
on its payment obligations under a Lease or Financing Transaction, the relevant
Partnership would need to repossess the Equipment in question or foreclose on
such Equipment and/or other collateral securing such transaction. If the
Partnership in question was then unable to sell or re-lease the foreclosed
Equipment or collateral upon rental terms comparable to those under the original
lease or were unable to repossess such Equipment or collateral promptly or at
all, the relevant Partnership might realize a significant loss of anticipated
revenues that may result in the inability of such Partnership to recover fully
its investment in such Lease or Financing Transaction. In that regard, if a
Lessee or User (meaning any equipment user to whom the Partnership provides
financing pursuant to a Financing Transaction) default occurs in connection with
the bankruptcy of such Lessee or User, there could be a significant delay in the
Partnership being able to recover possession of the Equipment in question which
delay could, as noted in the preceding sentence, result in significant loss to
the Partnership. In the event a Lease was partially financed with borrowed funds
and there was a default by the Lessee, the entire value of the Equipment
realized upon its repossession must first go to repay the related Lender and
only after that had occurred would any of the remaining realized value be
available for distribution to investors or reinvestment by the Partnership. In
any such circumstance, it is possible that the Partnership's entire investment
in the Investment would be lost.
Leveraged Investment--Increased Risk of Loss. It is expected that each
Partnership will acquire a portion of their Investments for cash consideration
and to acquire other Investments subject to existing (primarily non-recourse)
indebtedness. The General Partner intends to use borrowings (or "leverage") from
unaffiliated lenders to acquire additional Investments and generate additional
Gross Revenues for the Partnerships. Typically, such borrowings are secured by a
lien on the item of the Partnership's Equipment being financed and the related
Leases. Such loans are generally, although not exclusively, non-recourse to the
other assets of the Partnership. Although the use of borrowings permits the
Partnership to acquire a greater number and variety of Investments, borrowings
may also increase the Partnership's risk of loss. For example, if a Lessee
defaults in the payment of rentals due under a Lease which has been assigned to
a Lender, and if the Partnership is unable to sell or re-lease such Equipment or
collateral upon rental terms comparable to those under the original Lease or is
unable to repossess such Equipment or collateral promptly or at all, the Lender
could foreclose on such Equipment and the Partnership could be unable to recover
its Investment.
It is also possible that the Partnership may, on occasion, find it necessary
to borrow funds for use in operations (for example to upgrade Equipment so that
it can be remarketed more effectively.) There can be no assurance that, if the
need to borrow funds for use in operations were to develop, financing would be
available on terms satisfactory to the Partnership.
Risks Associated with Foreign Investments. The Partnerships may lease a
portion of their Equipment to lessees formed under the laws of foreign countries
or to other Lessees for use exclusively outside the United States (or between
foreign countries and the United States). In such cases, regulatory requirements
of other countries governing equipment registration, maintenance, noise control
and other environmental factors, liability of owners and lessors and other
matters would apply. Use of different accounting or financial reporting
practices in such countries may make it difficult to judge the risk that the
Lessees and Users will maintain their financial viability for the entire term of
the related Lease and Financing Transactions thereby creating the risk of
default and the possible loss of a
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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 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
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<PAGE>
interest of the Partnerships to change the amount of such cash flows which are
distributed to the Limited Partners and reinvested in additional Investments.
(see "CASH DISTRIBUTIONS TO PARTNERS - Monthly Cash Distributions".)
Return Difficult to Predict. Until all cash distributions from the
operations of the Partnerships and from sale of all its assets has been
completed the final level of an investor's return on investment, if any, cannot
be determined. There is no assurance that investors will achieve any specified
rate of return on their respective capital contributions to the Partnerships and
the total return on capital of the Partnerships can only be determined at the
termination of the Partnership after all residual cash flows (proceeds from sale
and re-leasing of equipment after the initial and any subsequent lease terms
have expired) have been realized (see "CASH DISTRIBUTIONS TO PARTNERS - Monthly
Cash Distributions".)
Decrease in Distributions during Liquidation Period. During the Liquidation
Period of each Partnership, it is expected that distributions may sharply
decrease relative to the annual cash distribution objectives for the
Reinvestment Period, because as Investments are liquidated there will be fewer
Leases and Financing Transactions available to generate cash from operations.
Lack of a Secondary Market for Units; Restricted Transferability. The Units
are limited partnership interests. In order to avoid treatment as a "publicly
traded partnership," the Code and regulations promulgated thereunder by the
Department of the Treasury of the United States impose severe limitations on the
ability of the General Partner or the Partnerships to create or participate in a
"secondary market" for Units. As a result of the foregoing, only a limited
market for limited partnership interests, such as Units, currently exists. The
ability of an owner of Units to sell or otherwise transfer such Units (other
than at a substantial discount) is extremely limited. As a result, an investor
must view an investment in the Partnerships as a long-term, illiquid investment.
See "TRANSFER OF UNITS."
Redemption Price for Units Not Equal to Capital Account Balance. Commencing
with the second full quarter following the Final Closing Date, any Limited
Partner (other than any Affiliated Limited Partner) may request that a
Partnership redeem up to 100% of the Units held by such Limited Partner. A
Partnership is under no obligation to do so. The redemption price payable in the
event the General Partner determines in its sole discretion to redeem such Units
has been unilaterally set. Such redemption price initially approximates the Net
Offering Proceeds realized by a Partnership from Capital Contributions of a
Limited Partner on the date of his or her admission to a Partnership after
deduction of Front-End Fees and has a maximum value equal to the Capital Account
balance of such Limited Partner as of the end of the quarter preceding the
redemption, reduced by cash distributions for the calendar quarter in which the
redemption occurs. See "TRANSFER OF UNITS--Limited Right of Presentment for
Redemption of Units." However, during the term of a Partnership, the redemption
price may have no direct relationship to a Limited Partner's Capital Account at
the time of a redemption. In the event a Limited Partner's interest in a
Partnership is redeemed it is probable that the redemption price would provide a
significantly lower value than the value realized by retaining the Limited
Partner's interest in a Partnership.
Liability of Limited Partners for Certain Distributions. A Limited Partner's
personal liability for obligations of the Partnerships generally will be limited
under the Delaware Act to the amount of such Limited Partner's Capital
Contribution. Under the Delaware Act, a Limited Partner may be liable to return
to a Partnership any amount distributed for a period of three years from the
date of such distribution if such distribution causes the liabilities of the
Partnership (other than Partnership liabilities to Partners on account of their
partnership interests and non-recourse debt) to exceed the fair market value of
the assets of such Partnership in the event the Limited Partner knew such facts
at the time of such distribution.
Conflicts of Interest. The Partnerships will be subject to various conflicts
of interest arising out of its relationship to the General Partner and its
Affiliates which may arise during the life of the Partnerships--see the
"CONFLICTS OF INTEREST" Section of this Prospectus. Such conflicts may include:
o the lack of separate legal representation and arm's length negotiations of
the program agreements and of compensation payable to the General Partner;
o 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;
o 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;
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<PAGE>
o 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;
o 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;
o 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;
o 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
o 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
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<PAGE>
legislation, which has not been interpreted through Treasury Regulations and
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. Moreover, the
Limited Partners could incur substantial legal and accounting costs in
contesting any Service challenge, regardless of the outcome.
Partnership Status. The Service may successfully contend that a Partnership
should be treated as a "publicly traded partnership" ("PTP") which is treated as
a corporation for federal income tax purposes rather than as a partnership. In
such event, substantially all of the possible tax benefits (primarily
non-taxation of a Partnership and a pass-through to investors of all income and
losses) of an investment in a Partnership could be eliminated. See "FEDERAL
INCOME TAX CONSEQUENCES-- --Publicly Traded Partnerships." If a Partnership were
treated as a PTP, the following results would occur: (a) losses realized by a
Partnership would not pass through to Partners, (b) a Partnership would be taxed
at income tax rates applicable to corporations, and (c) distributions to the
Partners would be taxable to them as dividend income to the extent of current
and accumulated earnings and profits. In order to minimize the possibility of
PTP treatment for a Partnership, Section 10 of the Partnership Agreement
provides for restrictions on transfers of Units by incorporating certain "safe
harbor" tests specified in Treasury Regulations.
Tax Treatment of Leases as Sales or Financings. Although the General Partner
expects that with respect to each Lease the Partnerships will be treated, for
federal income tax purposes, as the owner and lessor of the Equipment, it is
possible that the Service may challenge some or all of the Partnerships' Leases
and assert that they are properly characterized as sales or financings for
federal tax purposes. Such treatment would result in the loss of cost recovery
deductions by the Partnerships with respect to the Equipment subject to such
Leases. See "FEDERAL INCOME TAX CONSEQUENCES--Tax Treatment of the Leases."
Tax Liability From Operations And Sales or Other Dispositions. The tax
liability of 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 which exceed
the amount of cash (if any) realized from such sale or other disposition.
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 a "passive activity".
Such investors can only use "passive losses" to offset "passive income" in
calculating tax liability. See "FEDERAL INCOME TAX CONSEQUENCES--Deductibility
of Losses: Passive Losses, Tax Basis and --'At Risk' Limitations."
Allocation of Profits and Losses. Allocations of Profits or Losses between
the General Partner and Limited Partners might be successfully challenged by the
Service if they did not have substantial economic effect or were not made in
accordance with the "interests" of the Partners. If such a challenge were
upheld, taxable income and loss might be reallocated, resulting in the Limited
Partners being allocated more taxable income or less loss than that allocated to
them under the Partnership Agreement. To avoid such a challenge, the Partnership
Agreement includes provisions regarding "special allocations" and "curative
allocations" to comply with the applicable requirements of Treasury Regulations.
See "FEDERAL INCOME TAX CONSEQUENCES- Allocations of Profits and Losses."
Unrelated Business Income. Investors which 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. Partnerships' leasing income and certain
other income of the Partnerships will generally constitute UBTI taxable to such
entities. See "FEDERAL INCOME TAX CONSEQUENCES--Taxation of Employee Benefit
Plans and Other Tax-Exempt Organizations."
Equitable Owner of Properties. The Partnerships and Joint Ventures in which
it invests will be entitled to cost recovery, depreciation or amortization
deductions with respect to their properties only if they are considered to be
the equitable owners of the Partnerships' properties for federal income tax
purposes. The determination of who is the equitable owner is based on many
factors. If the Partnerships were deemed not to be the equitable owner of its
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<PAGE>
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, the Basis and `At Risk' Limitation."
Foreign Investors. Foreign investors should be aware that income from the
Partnerships may be subject to United States federal income tax withholding.
Such investors may also be required to file United States federal income tax
returns. See "FEDERAL INCOME TAX CONSEQUENCES -- Foreign Investors."
Additional Taxes and Reporting Obligations. Limited Partners may be required
to pay various taxes in connection with an investment in the Partnerships, such
as the alternative minimum tax ("AMT"). Each Limited Partner is expected to be
allocated a ratable share of "tax preference items" and the operations of the
Partnerships may give rise to other adjustments which could increase a
particular investor's AMT. AMT is treated in the same manner as the regular
income tax for purposes of payment of estimated taxes. See "FEDERAL INCOME TAX
CONSEQUENCES -- Alternative Minimum Tax."
Limited Partners may also be subject to state and local taxation, such as
income, franchise or personal property taxes in the state in which they are
domiciled, 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.
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<PAGE>
- --------------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
Minimum Offering Maximum Offering
Dollar Dollar
Amount per Partnership %(1) Amount per Partnership %(1)
---------------------- ---- ---------------------- ----
<S> <C> <C> <C> <C>
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%
=========== ======= ============ ========
</TABLE>
(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 Units sold (3.5% of Gross Offering Proceeds) if the
Offering results in Gross Offering Proceeds of $25,000,000 or less. The
General Partner will reduce the percentage of O & O Expense Allowance
payable to it by the Partnership from 3.5% to 2.5% for Gross Offering
Proceeds exceeding $25,000,000 but less than $50,000,000; and from 2.5% to
1.5% for Gross Offering Proceeds exceeding $50,000,000. The O & O Expense
Allowance will be paid on a non-accountable basis, which means that such
compensation may be less than, or greater than, the actual costs and
expenses paid by the General Partner and the Dealer-Manager in (a)
organizing the Partnerships and offering Units for sale (which may include
advertising and promotional expenses incurred in preparing the Partnerships
for registration and subsequently offering and distributing the Units to the
public--the "Organizational and Offering Expenses") and (b) fees and
expenses actually incurred by the Dealer-Manager and prospective Selling
Dealers. Such due diligence fees and expenses are limited to an aggregate
amount not to exceed the lesser of (a) one-half of 1% of Gross Offering
Proceeds or (b) the amount permitted to be paid pursuant to Appendix F to
Article III of the NASD Rules of Fair Practice. The General Partner has
agreed in
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<PAGE>
the Partnership Agreement to pay all Organizational and Offering Expenses in
excess of those previously noted, in the aggregate, without recourse to, or
reimbursement from, the Partnerships. See "PLAN OF DISTRIBUTION" and
"SUMMARY OF THE PARTNERSHIP AGREEMENT."
(6) The Partnerships intend to establish an initial Reserve equal to 1.0% of
Gross Offering Proceeds, which will be maintained and used for insurance,
certain repairs, replacements and miscellaneous contingencies.
(7) The amounts and percentages shown in the column entitled Minimum Offering
represent for the Minimum Offering the maximum Acquisition Fees which are
payable from Gross Offering Proceeds. The amounts and percentages shown in
the column entitled Maximum Offering represent for the Maximum Offering the
minimum Acquisition Fees which are payable from Gross Offering Proceeds The
amounts and percentage shown are computed by multiplying 3% by the total
purchase price of Investments purchased with both Capital Contributions and
with borrowings and the result is then reduced to the amounts and
percentages shown on the foregoing chart.
- --------------------------------------------------------------------------------
COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES
- --------------------------------------------------------------------------------
The following table discloses in summary fashion the forms and estimated
amounts of all compensation or distributions which may be paid, directly or
indirectly, by the Partnerships to the General Partner and its Affiliates. Some
of such compensation will be paid regardless of the success or profitability of
the Partnerships' operations. The following compensation was not determined by
arm's-length negotiations.
Notwithstanding the fact that some of the compensation disclosed below may
vary in amount from the amounts projected, the total amounts of compensation
payable to all Persons, including the General Partner, is limited by provisions
of the Partnership Agreement and the requirements of (a) the NASAA Guidelines,
which include specific maximum sponsor compensation and minimum use of proceeds
requirements and (b) the NASD's Rules of Fair Practice (which limit selling
compensation).
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<PAGE>
Organization and Offering Stage
-------------------------------
<TABLE>
<CAPTION>
Form of (and Entity Receiving)
Compensation Method of Compensation Estimated Dollar Amount
- ---------------------------------- ----------------------------------- -------------------------------------
<S> <C> <C>
Underwriting Fees (payable to 2.0% ($2.00 per Unit) of the A minimum of $24,000 if the
ICON Securities Corp., the Gross Offering Proceeds on all Minimum Offering of 12,000
"Dealer-Manager") Units sold. Units is sold per Partnership and a
maximum of $1,500,000 if the
Maximum Offering of 750,000
Units is sold per Partnership.
Sales Commissions (expected to 8.0% ($8.00 per Unit) of the Not determinable at this time.
be paid primarily to Selling Gross Offering Proceeds of all If all Units sold were sold by the
Dealers with a de minimis amount Units sold, except for Units sold Dealer-Manager (which is actually
expected to be paid to ICON to Affiliated Limited Partners, expected to sell only a de minimis
Securities Corp.) which shall be sold on a net of number of Units), the maximum
Sales Commission basis. 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) of the first Not determinable at this time.
(payable to ICON Capital Corp., $25,000,000 of each Unit sold for A minimum of $42,000 if the
the "General Partner", or the Gross Offering Proceeds; 2.5% Minimum Offering of 12,000
Dealer-Manager, or both, for ($2.50 per Unit) of each Unit sold Units is sold per Partnership and a
Organizational and Offering for Gross Offering Proceeds in maximum of $1,875,000 if the
Expenses) excess of $25,000,000 but less Maximum Offering of 750,000
than $50,000,000; and 1.5% Units is sold per Partnership.
($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.
The General Partner will pay or
advance the bona fide due
diligence fees and expenses of
the Dealer-Manager and actual
and prospective Selling Dealers
on a fully accountable basis from
such Allowance up to, but not in
excess, of the lesser of the
maximum amount payable under
the NASD Rules of Fair Practice,
or 1/2 of 1% of Gross Offering
Proceeds per Unit with respect
to each Partnership payable to
the Dealer-Manager.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Operational Stage
-----------------
Form of (and Entity Receiving)
Compensation Method of Compensation Estimated Dollar Amount
- ---------------------------------- ----------------------------------- -------------------------------------
<S> <C> <C>
Acquisition Fee (payable to ICON 3.0% of (a) the purchase price The total of all Acquisition Fees
Capital Corp.) paid by the Partnership to the paid to the General Partner and to
seller of each item of Equipment any other Persons over the life of
acquired or residual value interest each Partnership will not exceed
acquired, in each case inclusive of the lesser of (a) 15% of Gross
debt incurred or assumed or debt Offering Proceeds or (b) an
which would be assumed if the aggregate amount which, together
option to acquire a residual value with other Front-End Fees, does
interest were immediately not exceed the maximum amount
exercised and (b) the principal of Front-End Fees allowable under
amount of each Financing Section IV.C.2. of the NASAA
Transaction entered into or Guidelines.
acquired by the Partnership.
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.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Form of (and Entity Receiving)
Compensation Method of Compensation Estimated Dollar Amount
- ---------------------------------- ----------------------------------- -------------------------------------
<S> <C> <C>
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 actively The lesser of: Not determinable at this time.
managing the leasing, re-leasing, (i)(a) 5% of gross rental payments
financing and refinancing of from Operating Leases (except The General Partner has agreed to
Partnership Leases and Financing Operating Leases (if any) for subordinate (without interest) its
Transactions (payable to the which management services are receipt of monthly payments of
General Partner) performed by non Affiliates under the Management Fees to the
the supervision of the General Limited Partners' receipt of the
Partner for which 1% of annual First Cash Distributions until the
gross rental payments shall be earlier of (1) receipt by the
payable), Limited Partners, of all accrued
(b) 2% of gross rental payments but previously unpaid, and current,
and debt service payments from installments of First Cash
Full-Payout Leases with net lease Distributions (as so limited) or (2)
provisions, 2% of annual gross expiration of the Reinvestment
principal and interest payments Period. Any Management Fees so
from Financing Transactions (see deferred will be deferred without
"INVESTMENT OBJECTIVES interest during the Reinvestment
AND POLICIES--Financing Period until the Limited Partners
Transactions"), have received the previously
(c) and 7% of gross rental unpaid portion of First Cash
payments from Equipment Distributions described in the
operated by the Partnership as preceding sentence.
provided in NASAA 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.
</TABLE>
(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.
Page 28
<PAGE>
<TABLE>
<CAPTION>
Form of (and Entity Receiving)
Compensation Method of Compensation Estimated Dollar Amount
- ------------------------------------- ------------------------------------- -------------------------------
<S> <C> <C>
(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 for similar
equipment and Financing
Transactions.
Distributable Cash From Prior to Payout (i.e. the time when Not determinable at this time.
Operations (share distributable to cash distributions in an amount
the General Partner) 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 From Sales Prior to Payout (i.e. the time when Not determinable at this time.
(share distributable to the General cash distributions in an amount
Partner) 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.
</TABLE>
Page 29
<PAGE>
<TABLE>
<CAPTION>
Form of (and Entity Receiving)
Compensation Method of Compensation Estimated Dollar Amount
- ------------------------------------- ------------------------------------- -------------------------------
<S> <C> <C>
Subordinated Remarketing Fee for With respect to sales of the Not determinable at this time.
arranging the sale of the Equipment and of the Financing
Partnerships' Equipment and of Transactions, a Subordinated
the Partnerships' Financing Remarketing Fee payable to the
Transactions (payable to the General Partner in an amount
General Partner). 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 out-of-pocket Subject to the limitations Not determinable at this time.
Acquisition Expenses incurred by contained in Section 6.4 of the
the General Partner and Affiliates Partnership Agreement, the
directly attributable to the Partnership will reimburse the
acquisition of Equipment (payable General Partner and its Affiliates
to the General Partner and for certain expenses incurred by
Affiliates) (3) them in connection with the
Partnership's operations.
Interest in Partnership Profits or Losses
-----------------------------------------
Partnerships' Profits and Losses The General Partner will be Not determinable at this time.
for Tax Purposes (share allocated shares of the
allocable to the General Partner) Partnerships' Profits and Losses
for Tax Purposes that generally
approximate its share of
Distributable Cash From
Operations and of Distributable
Cash From Sales. See "FEDERAL
INCOME TAX CONSEQUENCES- Allocations
of Profits and Losses."
</TABLE>
(3) In the event the General Partner or an Affiliate temporarily purchases
Equipment with its own funds in order to facilitate the later purchase by
the Partnerships, the General Partner or such Affiliate, as the case may
be, will retain any rent or other payments received for the Equipment, and
bear all expenses and liabilities with respect to such Equipment, for all
periods during which the invested capital of the General Partner or an
Affiliate is at risk and prior to the acquisition of the Equipment by the
Partnerships.
Page 30
<PAGE>
As described in the above table, the General Partner will reduce the percent
of O & O Expense Allowance payable to it by the Partnership from the 3.5% of
Gross Offering Proceeds of $25,000,000 or less to 2.5% for Gross Offering
Proceeds exceeding $25,000,000 but less than $50,000,000; and from 2.5% to 1.5%
for Gross Offering Proceeds exceeding $50,000,000. on a non-accountable basis,
(exclusive of Sales Commissions), whether or not incurred. Such Organizational
and Offering Expenses include, but are not limited to, legal, accounting and
printing costs, and filing and qualification fees and disbursements, bona fide
due diligence fees and expenses actually incurred by the Dealer-Manager and
prospective Selling Dealers up to an aggregate amount equal to the lesser of
one-half of 1% of Gross Offering Proceeds or the amount permitted to be paid
pursuant to Appendix F to Article III of the NASD Rules of Fair Practice and
expenses for salaries and direct expenses of officers and directors of the
General Partner while directly engaged in organizing the Partnerships and
registering the Units. The General Partner has agreed to pay any amount by which
such O & O Expense Allowance exceeds the foregoing.
As described in the above table, the General Partner will be entitled to
receive Acquisition Fees from the Partnerships for evaluating, selecting,
negotiating and closing the acquisition of the Partnerships' Equipment and
entering into Financing Transactions. In addition, sellers of Equipment to the
Partnerships may pay fees to brokers or finders representing such sellers, but
in no event may such brokers or finders include the General Partner or any of
its Affiliates.
Acquisition Fees payable by the Partnerships to the General Partner will
equal the sum of 3.0% of (a) the aggregate purchase price paid for all items of
Equipment acquired by the Partnerships and (b) the aggregate principal amount of
Financing Transactions entered into by the Partnerships with unaffiliated Users,
subject to certain conditions and limitations specified in the Partnership
Agreement. The Acquisition Fees presented under the caption "SOURCES AND USES OF
OFFERING PROCEEDS AND RELATED INDEBTEDNESS" are calculated assuming that, on
average, total indebtedness will equal 67% of the Purchase Price of all of the
Partnership's Investments.
The General Partner has agreed to limit maximum permitted Partnership
borrowings during the Offering Period in the event Gross Offering Proceeds
exceed $25,000,000; the reduction will be pro rata from the 80% permitted
borrowings if Gross Offering Proceeds do not exceed $25,000,000 to an aggregate
of 67% if a Maximum Offering involving Gross Offering Proceeds of $75,000,000
are realized by the Partnership. Following the Offering Period and to the extent
the limitations in the immediately preceding sentence require leverage of less
than 75%, the Partnerships' permitted leverage may rise to 75% at the time
reinvestment proceeds are reinvested by the Partnership. To the extent that such
limitation is not otherwise satisfied, the Acquisition Fees payable or paid to
the General Partner by the Partnerships will be reduced or refunded by the
General Partner to the Partnerships to the extent necessary to comply with such
limitation. Any such refund shall bear interest calculated at a rate of 1% per
month if such refund is not made within 30 days after the end of any calendar
quarter in which the Partnerships' Investment in Equipment fails to satisfy such
minimum investment.
In addition to the O & O Expense Allowance, the Partnerships will reimburse
the General Partner and its Affiliates for (1) the actual costs to them of goods
and materials used for or by the Partnerships and obtained from unaffiliated
parties; (2) expenses related to the purchase, operation, financing and
disposition of the Partnerships' Leases and Financing Transactions incurred
prior to the time that each Partnership has funds available to pay such expenses
directly; and (3) administrative services necessary to the prudent operation of
a Partnership, not in excess of the lesser of the General Partner's (or
Affiliate's) costs or 90% of the costs which a Partnership would be required to
pay to independent parties for comparable services. Each Partnerships' Annual
Reports to its Limited Partners will provide a breakdown of services performed
by, and amounts reimbursed to, the General Partner and its Affiliates.
Assuming the sale of 750,000 Units in a twelve (12) month period, the
General Partner estimates that it would incur the following expenses which would
be potentially eligible to be reimbursed by the Partnerships at the end of such
period pursuant to the NASAA Guidelines and section 6.4(i) of the Partnership
Agreement (subject to the limitations on such reimbursements described below):
Salaries and benefits:
Accounting staff $150,000
Professional staff 270,000
Secretarial staff 90,000
Investor relations staff 150,000
Computer and equipment 90,000
Maintenance 30,000
--------
Total $780,000
========
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<PAGE>
Section 6.4(i) of the Partnership Agreement provides limitations on types
and annual amounts of eligible expenses of the Partnerships which may actually
be paid by the Partnerships. In general, neither the Sponsor nor any Affiliated
Entity may be reimbursed by the Partnerships for amounts expended with respect
to the following for purposes other than specific to the business of the
Partnerships:
(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
Page 32
<PAGE>
amount of such compensation is believed to be representative of practices in the
industry and complies with the NASAA Guidelines as in effect on the date of this
Prospectus. The General Partner and Dealer-Manager will receive substantial
compensation upon each Closing and upon, or from, the Partnerships' acquisition,
use and sale of its Leases and Financing Transactions. Decisions involving these
transactions will be made by the General Partner in its discretion. See "SUMMARY
OF COMPENSATION."
A conflict of interest may also arise from decisions by the General Partners
concerning the timing of the Partnerships' purchases and sales of Equipment or
the termination of the Partnership, each of which events will have an effect on
the timing and amounts of its compensation. In such circumstances, the interest
of the General Partner in continuing the Partnerships and receiving Management
Fees, for example, may conflict with the interests of the Limited Partners in
realizing an earlier return of their capital and any investment return thereon.
Effect of Leverage on Compensation Arrangements
The General Partner intends to acquire the Partnerships' Investments with
borrowings approximating 67% of the aggregate purchase price of the
Partnerships' total Investments, but is permitted to finance up to 80% of the
aggregate purchase price of all the Partnership Investments in the event Gross
Offering Proceeds are $25,000,000 or less. If Gross Offering Proceeds are
$25,000,000 or less for each Partnership the General Partner believes that
higher leverage will best serve the Partnership in question by allowing for
greater diversification of Equipment and lower concentrations from a Lessee
credit standpoint than could be the case if lower leverage standards existed.
Since Acquisition Fees are based upon the purchase price of all Equipment
acquired by the Partnerships, including related borrowings, the General Partner
would realize a greater amount of Acquisition Fees (subject to a ceiling on such
fees) if a greater percent of debt were employed. If Gross Offering Proceeds
exceed $25,000,000, however, the General Partners has agreed to a pro rata
limitation on the aggregate permitted borrowings by the Partnerships. If Gross
Offering Proceeds were $50,000,000, their permitted borrowing limitation would
be reduced from 80% of the aggregate purchase price of the Partnerships' Total
Investment to 75%. In the event of a Maximum Offering of $75,000,000, the
limitation would be reduced further to 67% of the aggregate purchase price of
the Partnerships' Total Investments. Following the Offering Period and to the
extent the limitations in the immediately preceding sentence require leverage of
less than 75%, the Partnerships' permitted leverage may rise to 75% at the time
reinvestment proceeds are reinvested by the Partnership. (See "SUMMARY OF
COMPENSATION").
Competition With the General Partner and its Affiliates
The General Partner and its Affiliates are engaged directly and indirectly
in the business of acquiring and leasing equipment for their own respective
accounts as well as for other Programs. The General Partner or any of its
Affiliates may in the future form or sponsor, or act as a general partner of, or
as an advisor to, other investment entities (including other public equipment
ownership and leasing partnerships) which have investment objectives similar to
the Partnerships' and which may be in a position to acquire the same Investments
at the same time as the Partnerships. See "CERTAIN RELATIONSHIPS WITH THE
PARTNERSHIP" and "MANAGEMENT" for a chart of and a description of the
relationships of the Partnerships to the General Partner and relevant
Affiliates.
The Partnership Agreement does not prohibit the General Partner or its
Affiliates from competing with a Partnership for Equipment acquisitions,
financing, refinancing, leasing and re-leasing opportunities on its or their own
behalf or on behalf of the prior Programs. Neither the General Partner nor any
of its Affiliates will be obligated by the Partnership Agreement to present
particular Investments opportunities that come to its attention to a Partnership
even if such opportunities are of a character which might be suitable for such
Partnership except as noted below.
Neither the General Partner nor any Affiliate of the General Partner shall be
obligated to present any particular investment opportunity to a Partnership, and
the General Partner and each such Affiliate shall have the right, subject only
to the provisions of the next following paragraph, to take for its own account
(individually or otherwise), or to recommend to any Affiliated Entity (including
the Partnerships), any particular investment opportunity, considering, among
other things, the following factors with respect to itself and each Affiliated
Entity:
(a) its own and each Affiliated Entity's general investment objectives and
policies, including, without limitation, cash distribution objectives and
leverage policies;
(b) its own and each Affiliated Entity's existing portfolio, including the
diversification thereof (by type of equipment, by Lessee or borrower, by
length of lease term, by industry and by geographic area) and the effect
the making of such investment would have thereon;
Page 33
<PAGE>
(c) the cash available to it and to each Affiliated Entity for the purpose
of making such investment and the length of time such funds have been
available;
(d) its own and each Affiliated Entity's current and long-term
liabilities; and
(e) the estimated income tax consequences of such investment to it and
each Affiliated Entity and to the individual investors participating
therein.
Any conflicts in determining and allocating Investments between the General
Partner and its Affiliated Entities on the one hand and a Partnership will be
resolved by the Investment Committee, which will evaluate the suitability of all
prospective lease acquisitions and Financing Transactions for investment by a
Partnership before it makes a decision about the suitability of the opportunity
for the it's own portfolio. In general, the General Partner intends to apply the
following criteria and the prospective transaction is expected to be considered
for the General Partner's own portfolio only if:
o The required cash investment is greater than the cash available for
investment by a Partnership;
o The amount of debt is above levels deemed acceptable for a Partnership;
o The equipment type is not appropriate to a Partnership's objectives,
which include, among others, the avoidance of concentration of exposure
to any one class of equipment;
o The lessee credit quality does not satisfy a Partnership's objective of
maintaining a high-quality portfolio with low credit losses while
avoiding a concentration of exposure to any individual lessee or
borrower;
o The term remaining exceeds the Liquidation Period guidelines established
in the Partnership Agreement;
o The available cash flow (or lack thereof) is not commensurate with a
Partnership's need to make certain distributions during the Reinvestment
Period (as defined);
o The transaction structure, particularly with respect to the end-of-lease
options governing the equipment, does not provide a Partnership with the
residual value opportunity commensurate with the total return
requirements of the Partnership; and
o The transaction does not comply with the terms and conditions of the
Partnership Agreement.
If the Investments available from time to time to a Partnership and to other
Affiliated Entities is less than the aggregate amount of Investment then sought
by them, the available Investment shall generally be allocated to the investment
entity which has been seeking Investments for the longest period of time.
The General Partner shall make investment opportunities available as set
forth above on a rotation basis; provided that until all Capital Contributions
have been invested or committed to investment in Investments and Reserves, used
to pay permitted Front-End Fees or returned to the Limited Partners as provided
in the Partnership Agreement, all such investment opportunities (other than
certain Leases) shall be presented to the Partnerships first.
Conflicts may also arise between two or more Affiliated Entities (including
the Partnerships) advised or managed by the General Partner or any of its
Affiliates, or between one or more of such Affiliated Entities and any Affiliate
of the General Partner acting for its own account, which may be seeking to
re-lease or sell similar equipment at the same time. In any such case involving
Affiliated Entities, the first opportunity to re-lease or sell equipment shall
generally be allocated to the Affiliated Entity attempting to re-lease or sell
equipment which has been subject to the lease which expired first, or, if the
leases expire simultaneously, the lease which was first to take effect. However,
the General Partner in its discretion may make exceptions to this general policy
where equipment is subject to remarketing commitments which provide otherwise or
in cases in which, in the General Partner's judgment, other circumstances make
the application of such policy inequitable or not economically feasible for a
particular Investment Entity.
Page 34
<PAGE>
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
Page 35
<PAGE>
exercise due diligence in the conduct of the business of the Partnerships and in
resolving conflicts of interest, subject to certain limitations set forth in the
Partnership Agreement.
Conflicts
General. Under Delaware law, general partners are held to a duty of the
highest good faith in conducting partnership affairs. This has been interpreted
to mean that a general partner cannot engage in a business which would create an
interest for the general partner that is adverse to that of the Partnerships.
Because the General Partner and certain partnerships and other investment
entities which it has sponsored, or in the future may sponsor, will acquire and
lease equipment and enter into financing arrangements, the General Partner may
be deemed to have a position adverse to the Partnerships.
Modification. The Partnership Agreement includes certain provisions which
are intended to facilitate resolution of conflicts of interest which may arise
between the Partnerships and other Programs sponsored by the General Partner or
any Affiliates of the General Partner with respect to particular investment
opportunities that become available. The General Partner shall make investment
opportunities available as described in that section; provided that until all
Capital Contributions have been invested or committed to investment in
Investments and Reserves, used to pay permitted Front-End Fees or returned to
the Limited Partners as provided in the Partnership Agreement, all such
investment opportunities shall be presented to the Partnerships first.
Furthermore, if two or more entities sponsored by the General Partner or any of
its Affiliates are in a position to lease the same equipment or provide the same
financing, the General Partner will generally afford priority to the entity that
has equipment which has been available for lease or sale or that has had funds
available to invest for the longest period of time. It is not clear under
Delaware law whether such provisions would be enforceable.
Detriment and Benefit. Without modifying the general common law fiduciary
duties, the General Partner could not serve as the general partner for the
Partnerships and any other investor program which might acquire, finance and
lease equipment at the same time. The modification made by the Partnership
Agreement may operate as a detriment to the Limited Partners because there may
be business opportunities that will not be made available to the Partnerships.
The foregoing modifications permit the General Partner to act as the General
Partner of more than one similar investment program and for the Partnerships to
benefit from its experience resulting therefrom, but relieves the General
Partner and/or its Affiliates of the strict fiduciary duty of a general partner
acting as such for only one investment program at a time, and permits the
Partnerships to use joint ventures to acquire larger and more diverse assets.
The Partnership Agreement provisions are intended to reconcile the applicable
requirements of the Delaware Act with the fact that the General Partner is
currently managing, and will continue to manage during the term of the
Partnerships, a number of other equipment leasing programs with which possible
conflicts of interest may arise and be resolved in a manner consistent with the
expectation of the investors of all such programs, the General Partner's
fiduciary duties and the Partnerships' and such other entities' investment
objectives, including especially that of investment diversification.
Indemnification of the General Partner, Dealer-Manager and Selling Dealers
The Partnership Agreement provides that the General Partner shall have
limited liability to the Partnerships and the Limited Partners, and provides for
the indemnification of the General Partner and its Affiliates by the
Partnerships, from the assets of the Partnerships (and not by the Limited
Partners), for any liability, loss, cost and expense of litigation that arises
out of certain acts or omissions by the General Partner and its Affiliates,
provided that the General Partner or the Affiliate determined in good faith that
such action or inaction was in the best interests of the Partnerships and such
course of conduct did not constitute negligence or misconduct by the General
Partner or such Affiliate. Notwithstanding the foregoing, the General Partner
and each Affiliate shall be liable, responsible and accountable, and the
Partnerships shall not be liable to any such party, for any portion of any such
liability, loss, cost or expense which resulted from such party's own fraud,
negligence, misconduct or, if applicable, breach of fiduciary duty to the
Partnerships or any Partner, as determined by a court of competent jurisdiction.
As a result, purchasers of Units may have a more limited right of action in
certain circumstances than they would in the absence of such provisions in the
Partnership Agreement which provisions could be asserted by the General Partner
as a defense to suit by a Limited Partner for alleged breach by the General
Partner of its fiduciary duty in conducting the affairs of the Partnerships.
In addition, the General Partner has agreed to indemnify the Dealer-Manager
and the Selling Dealers against all losses, claims, damages, liabilities and
expenses incurred by any of them (except those arising as a result of their own
fraud, negligence or misconduct) in connection with the offer or sale of Units.
A successful claim for any
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<PAGE>
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.
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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 including 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 including 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 December 31, 1997, L.P. Seven had held 47 closings beginning
January 19, 1996 and including December 31, 1997, following which a total of
2,777 investors, which had subscribed for units in such partnership and held
limited partnership interests equal to $56,146,782 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 December 31, 1997, the Prior Public Programs had originated
or acquired investments (stated in terms of their respective original
acquisition costs) as follows: Series A had acquired a total of $6,033,973 of
leased equipment (by original cost), $1,542,785 of Financing Transactions (by
original cost) and total investments of $7,576,758 (by original cost). Series B
had acquired a total of $61,466,203 of leased equipment, $4,114,770 of Financing
Transactions and total investments of $65,580,973; Series C had acquired a total
of $66,504,867 of leased equipment, $3,752,413 of Financing Transactions and
total investments of $70,257,280; Series D had acquired a total of $112,606,672
of leased equipment, $20,164,549 of Financing Transactions and total investments
of $132,771,421; Series E had acquired a total of $200,888,966 of leased
equipment, $22,998,729 of Financing Transactions and total investments of
$223,887,695; and L.P. Six had acquired a total of $142,531,341 of leased
equipment, $12,288,959 of Financing Transactions and total investments of
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<PAGE>
$154,820,300.; L.P. Seven acquired a total of $ of leased equipment, $5,688,014
of Financing Transactions and total investments of $210,568,213.
As of December 31, 1997, Series A had equipment under management (by
original cost of investment acquired less the total original cost of assets
sold) consisting of $98,055 of leases and $578,240 of Financing Transactions
which represents 2% and 37% of the original cost of investments acquired,
respectively. Series B had equipment under management (determined as above)
consisting of $2,183,286 of leases and $1,628,005 of Financing Transactions
which represents 4% and 40% of the original cost of investments acquired,
respectively. Series C had equipment under management (determined as above)
consisting of $4,671,036 of leases and $1,594,206 of Financing Transactions
which represents 7% and 42% of the original cost of investments acquired,
respectively. Series D had equipment under management (determined as above)
consisting of $34,654,837 of leases and $3,218,335 of Financing Transactions
which represents 31% and 16% of the original cost of investments acquired,
respectively. Series E had equipment under management (determined as above)
consisting of $69,544,251 of leases and $11,528,199 of Financing Transactions
which represents 35% and 50% of the original cost of investments acquired,
respectively, L.P. Six had equipment under management (determined as above)
consisting of $86,292,550 of leases and $4,449,100 of Financing Transactions
which represents 61% and 36% of the original cost of investments acquired,
respectively and L.P. Seven had equipment under management (determined as above)
consisting of $201,525,974 of leases and $768,060 of Financing Transactions
which represents 98% 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 December 31, 1997 are included in TABLE III of Exhibit B to the
Prospectus. Certain additional investment information concerning such Programs
as of December 31, 1997 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
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<PAGE>
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.
Page 40
<PAGE>
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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 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:
<TABLE>
<S> <C>
Beaufort J. B. Clarke 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
</TABLE>
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<PAGE>
Beaufort J. B. Clarke, 52, became the President, Chief Executive Officer and
Director of both the General Partner and the Dealer-Manager in August of 1996.
Prior to his present positions, Mr. Clarke was founder, President and Chief
Executive Officer of Griffin Equity Partners, Inc. (a purchaser of equipment
leasing portfolios) from October 1993 through August 1996. Previous to that
time, Mr. Clarke was president of Gemini Financial Holdings, Inc. (an equipment
leasing company) from June 1990 through September 1993. Prior to that time, Mr.
Clarke was a Vice President of AT&T Systems Leasing. Mr. Clarke formerly was an
attorney with Shearman and Sterling and has over 20 years of senior management
experience in the U.S. leasing industry. Mr. Clarke received a B.A. degree from
the University of Virginia and a J.D. degree from the University of South
Carolina.
Thomas W. Martin, 44, was appointed Executive Vice President, Treasurer
and Director of the General Partner in August of 1996. Mr. Martin also became
the Executive Vice President and Director of the Dealer-Manager in August of
1996. Prior to his present positions, Mr. Martin was the Executive Vice
President and Chief Financial Officer of Griffin Equity Partners, Inc. from
October 1993 to August 1996. Prior to this time, Mr. Martin was Senior Vice
President and a member of the Executive Committee of Gemini Financial Holdings
from April 1992 to October 1993 and he held the position of Vice President at
Chancellor Corporation (an equipment leasing company) for 7 years. Mr. Martin
has a B.S. degree from University of New Hampshire.
Paul B. Weiss, 37, became Executive Vice President of the General Partner
responsible for lease acquisitions in November of 1996. Mr. Weiss served as
Executive Vice President and co-founder of Griffin Equity Partners, Inc. for the
period from October of 1993 through November of 1996. Prior to that time, Mr.
Weiss was Senior Vice President of Gemini Financial Holdings, Inc. from 1991 to
1993 and Vice President of Pegasus Capital Corporation (an equipment leasing
company) from 1989 through 1991. Mr. Weiss has a B.A. in Economics from
Connecticut College.
Allen V. Hirsch, 44, joined the General Partner in December of 1996 as
Senior Vice President. Mr. Hirsch also became the President and Chief Executive
Officer of the Dealer Manager in December of 1996. Prior to joining ICON, Mr.
Hirsch spent 16 years with PLM Financial Services and Affiliates most recently
as President of PLM Securities Corp. for four years and he also served as the
Vice Chairman of the Board of PLM International (an equipment leasing company)
from May of 1989 through June of 1996. Mr. Hirsch holds a B.S. degree in Civil
Engineering from the University of Illinois, an M.S. degree in Transportation
from the University of Maryland and an M.B.A. from Harvard Business School.
Gary N. Silverhardt, 38, joined ICON in 1989. He served as Vice President
and Controller from 1989 through 1996, prior to being promoted to Chief
Financial Officer. From 1985 to 1989 he was with Coopers & Lybrand, most
recently as an Audit Supervisor. Prior to 1985, Mr. Silverhardt was employed by
Katz, Schneeberg & Co. He received a B.S. degree from the State University of
New York at New Paltz and is a Certified Public Accountant.
Robert W. Kohlmeyer, Jr., 36, was appointed Vice President of Operations of
the General Partner in August of 1996. Prior to joining ICON, Mr. Kohlmeyer was
President of Corporate Capital Services, an investment banking firm, which he
founded in March 1993. Prior to that time, Mr. Kohlmeyer held the title of Vice
President with Gemini Financial Holdings from September 1991 to February 1993.
Mr. Kohlmeyer has a B.B.A. degree from Texas Christian University.
David W. Parr, 40, became Vice President and General Counsel of the General
Partner in September of 1996 and is the Assistant Secretary of the Dealer
Manager. Prior to joining ICON, Mr. Parr was Vice President, Clerk and General
Counsel of Chancellor Corporation from June of 1990 to September of 1996. Mr.
Parr served as Vice President and Associate General Counsel of American Finance
Group, Inc. (an equipment leasing company) from December of 1986 through June of
1990 and previously counseled leasing companies as an attorney with the law firm
Widett, Slater & Goldman, P.C. from 1983 through 1986. Mr. Parr received a B.A.
from Trinity College, a J.D. degree from Syracuse University and a LL.M. degree,
in taxation, from Boston University.
John L. Lee, 54, became Assistant Secretary of the General Partner in April
of 1997 and serves as Senior Vice President and General Partner of ICON Holdings
Corp. Mr. Lee had been a partner at the Boston law firm of Peabody & Brown with
a practice focusing on commercial aircraft and vessel leasing and from of 1992
through April of 1997. Prior to joining Peabody & Brown, Mr. Lee served as
General Counsel of American Finance Group, Inc. for over ten years, and was
earlier an associate with the law firm of Shearman & Sterling in New York City.
Mr. Lee received an A.B. degree from the University of North Carolina (Chapel
Hill) and a J.D. degree from Harvard Law School.
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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.
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
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<PAGE>
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.
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
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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 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 senior debt and subordinate debt or equity
interests are sold to investors.
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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) transportation equipment, such as, aircraft (including airframes,
engines, avionics and ground handling equipment, rail (including boxcars,
tank cars, hopper cars, flatcars, locomotives and various other equipment
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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 and medical diagnostic and
testing equipment; 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.
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In connection with the acquisition of any Portfolio, the General Partner may
require that such acquisition be full or partially recourse to the current
holder of such Portfolio in the event of any underlying Lessee or User default.
Other Investments
Each Partnership may also, from time to time, invest in certain other types
of property, both real and personal, tangible and intangible, including, without
limitation, contract rights, lease rights, debt instruments and equity interests
in corporations, partnerships (both limited and general and including, subject
to the limitations set forth elsewhere in this Prospectus), Affiliated Entities,
joint ventures, other entities, and is not precluded form repurchasing
Partnership Interests in such Partnership if such repurchasing does not impair
the operations of the Program; provided that each Partnership may make such
Investments only in furtherance of its investment objectives and in accordance
with its investment policies. The General Partner does not expect that such
Investments will comprise a substantial portion of each Partnership's
Investments outstanding at any time.
Interim Financing
A General Partner or any Affiliate of the General Partner (other than Prior
Programs) may acquire Equipment for a Partnership on an interim basis provided
that (i) the acquisition is in the best interest of a Partnership and (ii) no
benefit to the General Partner or its Affiliates arises from the acquisition,
other than the interim income or loss derived from rent or other payments
received less expenses incurred during the interim period (not to exceed six (6)
months). If a loan secured by Equipment is assumed in connection with any such
acquisition, such loan must have the same interest terms at the time such
Equipment is acquired by a Partnership as it had at the time such Equipment was
first acquired by the General Partner or an Affiliate. The General Partner does
not intend to hold such Equipment for more than six months prior to transfer to
a Partnership. The General Partner shall resell the Equipment to a Partnership
for a price equal to the cost of the Equipment to the General Partner or its
Affiliate. The General Partner or such other Affiliate will retain any rent or
other payments received for the Equipment, and bear all expenses and liabilities
with respect to such Equipment, for all periods during which the invested
capital of the General Partner or other Affiliate is at risk and prior to the
acquisition of the Equipment by a Partnership. The General Partner's ability to
purchase Equipment and operate it on an interim basis prior to transferring it
to a Partnership in no way alters the General Partner's fiduciary duty to act at
all times with integrity and to exercise due diligence in all matters relating
to such Partnership. In addition, the ability to purchase and operate Equipment
on an interim basis in no way alters the General Partner's general policy, in
instances where Equipment is suitable for two or more programs or entities under
the control of the General Partner, of placing the Equipment with the program or
entity that has had funds available to purchase Equipment the longest. The
General Partner shall make investment opportunities available on a equitable
basis; provided that until all Capital Contributions have been invested or
committed to invest, all such investment opportunities shall be presented to the
Partnerships first.
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CASH DISTRIBUTIONS TO PARTNERS
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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
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that may be reinvested by a Partnership. Since Distributable Cash From
Operations or From Sales represents all cash from operations or from sales, as
the case may be, less a Partnership's expenses (the timing and amounts of which
are expected to be largely non-discretionary) and moneys which the General
Partner determines in its discretion to (i) set aside as Reserves (which must be
maintained at a minimum of 1% of Gross Offering Proceeds) and (ii) reinvest in
additional Partnership Investments, decisions by the General Partner to
establish additional Reserves or to make Investments, or both, might effect the
ability of a Partnership to make such distributions. As noted in this Section in
the "--Reinvestment of Undistributed Cash in Additional Equipment, Leases, and
Financing Transactions" Subsection, a Partnership's ability to make cash
distributions to its Limited Partners may be subject to certain restrictions
imposed upon a Partnership by its banks or other lenders.
Such cash distributions will be noncumulative; meaning that, if
Distributable Cash From Operations and Distributable Cash From Sales are
insufficient in any calendar month to pay the full amount of such distributions,
only the actual amount thereof is required to be distributed. Such cash
distributions will also be computed on a non-compounded basis; meaning that the
principal amount upon which such cash distributions is computed will not be
increased as the result of the inability of each Partnership to distribute any
monthly portion of such annual amounts, or reduced by any of such distributions
actually made, in any prior period. It is expected that a substantial portion of
all of such cash distributions (e.g. the portion thereof which exceeds taxable
income for GAAP purposes) will be treated as a return of Limited Partners'
originally invested capital) and that the balance of such distributions will be
treated as a return thereon (e.g. the portion thereof which equals taxable
income for GAAP purposes).
Section 8.1(a) of the Partnership Agreement also provides that each Limited
Partner is entitled to receive monthly cash distributions (if the distributions
described above are not adequate) in amounts which would permit the Limited
Partners to pay federal, state and local income taxes resulting from a
Partnership's Operations (assuming that all Limited Partners are subject to
income taxation at a 31% cumulative tax rate on taxable distributions for GAAP
purposes). Such distributions will be made to the extent that Distributable Cash
From Operations and Distributable Cash From Sales are sufficient for such
purpose.
It is anticipated that distributions of Cash From Operations and Cash From
Sales, if available, will be made monthly (approximately 15 days after the end
of each month), commencing in the first full month following the Initial Closing
Date. The monthly distribution of Cash From Operations and Cash From Sales is
subject to the availability of funds and, accordingly, there can be no assurance
that any such anticipated monthly distributions will be made or that any or all
of the Capital Contributions of the Limited Partners will be returned out of
Cash From Operations and/or Cash From Sales.
First Cash Distributions to the Limited Partners. Section 6.4(g) of the
Partnership Agreement (Exhibit A) provides that unless each Limited Partner has
received distributions equal to 8.0% as a percentage of such Limited Partner's
Capital Contribution (as reduced by any amounts of uninvested capital returned
to such Limited Partner pursuant to Section 8.6 of the Partnership Agreement and
by any amount paid to such Limited Partner in redemption of such Limited
Partner's Units) (the "First Cash Distributions"), the Management Fees otherwise
payable on a monthly basis to the General Partner in its capacity as Manager
shall be deferred and shall be paid without interest upon the earlier to occur
of (i) receipt by the Limited Partners of all current and accrued but unpaid
First Cash Distributions or (ii) expiration of the Reinvestment Period.
In addition, Section 8.1 of the Partnership Agreement provides that upon
Payout (see Section 17 of the Partnership Agreement for a definition of such
term) of Limited Partners' Capital Contributions and an economic return thereon,
the General Partner is entitled to an increase from 1% to 10% of Cash From
Operations and Cash From Sales when cash distributions to the limited Partners
upon Payout (i.e. the time when cash distributions in an amount equal to the sum
of the Limited Partners' (i) capital contributions and (ii) an 8.0% cumulative
annual return thereon, compounded daily, have been made), distributions of
Distributable Cash From Sales shall be made 99% to the Limited Partners and 1%
to the General Partner and that, after Payout, distributions of Distributable
Cash From Sales shall be tentatively attributed 90% to the Limited Partners and
10% to the General Partner.
It is the objective of each Partnership to make the First Cash Distributions
regardless of the number of Units sold, subject only to the limitations
described in "--Monthly Cash Distributions." A portion of such distributions may
represent a return of Capital Contributions recovered in the form of
depreciation deductions on the Equipment and the balance of such distributions
may represent investment income on such Capital Contribution in the form of a
Limited Partner's proportionate share of net taxable income of each Partnership
for such taxable year. Because neither a Partnership nor the General Partner or
any of its Affiliates had acquired any Equipment, Leases or Financing
Transactions as of the date of this Prospectus, it is not possible to predict
what proportion of such distributions may consist, from month-to-month during
the Reinvestment Period, of a return of, or investment income on, capital. See
Tables III and IV of Exhibit B hereto for Prior Performance of the Prior Public
Programs which contain past
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performance information with regard to cash distributions made for such Programs
(which information is not necessarily indicative of either such Programs' or a
Partnership's future performance as to the amount, if any, of such future
distributions or the relative composition thereof from year to year.)
Each cash distribution may consist, in whole or in part, of (1) an
investor's pro rata share of a Partnership's net income generated from
operations, after deduction or amortization of non-cash expenses (such as
depreciation and initial direct costs) and cash expenses (such as interest on
indebtedness), (as determined under generally accepted accounting principles
("GAAP")) and/or (2) a return of investors' original capital investment (on a
GAAP basis).
A material portion of each cash distribution may consist of a distribution
of an investor's original capital investment which, under GAAP, is deemed to be
that portion of cash distributions which are not attributable to a Partnership's
net income for the period of the distribution, irrespective of whether such
distributions have in fact been paid from cash from current or past operations.
Accordingly, cash distributions received by a limited partner may not, in all
instances, be characterized solely or primarily as investment income earned on
such limited partner's investment in a Partnership. Each Partnership anticipates
that it will receive gross revenues (e.g., rent or debt payments) from all of
its Financing Transactions and the majority of its Leases over the respective
terms of each such investment in an amount equal to the sum of (1) the purchase
price of such Financing Transactions and the Equipment subject to such Leases
plus (2) investment income earned on such investments.
Reinvestment of Undistributed Cash in Additional Equipment, Leases, and
Financing Transactions. During the Reinvestment Period, each Partnership intends
to reinvest substantially all undistributed (1) Cash From Operations and (2)
Cash From Sales as well as (3) proceeds of non-recourse and recourse financing
which are not needed to pay current obligations in additional Equipment, Leases
and Financing Transactions. The Cash From Sales realized by each Partnership
from the sale or other disposition of an item of Equipment (including indemnity
and insurance payments arising from the loss or destruction of the Equipment),
after the payment of, or provision for, all related Partnership liabilities, may
be reinvested at the sole discretion of the General Partner, during the
Reinvestment Period. Each Partnership's ability to make cash distributions to
its Limited Partners may be subject to certain restrictions imposed upon that
Partnership by its banks or other lenders.
Distribution of Cash From Sales of the Partnership's Investments. After the
Reinvestment Period, it is an objective of each Partnership to sell or otherwise
dispose of its Equipment and liquidate all its investments in Financing
Transactions as soon as is deemed prudent, usually not prior to the expiry of
the then remaining term of the related Lease, and to distribute substantially
all the proceeds therefrom ("Distributable Cash From Sales") together with
Reserves and other Cash From Operations and Cash From Sales not previously
distributed to its Partners, less the estimated costs and expenses and projected
disbursements and reserves required for prompt and orderly termination of each
Partnership and the payment of deferred Management Fees and Subordinated
Remarketing Fees, which in each case have accrued but not been paid (if any).
See "RISK FACTORS--Partnership and Investment Risks--Residual Value of
Equipment." Distributions made after the Reinvestment Period will depend upon
results of operations, Cash From Sales of each Partnership's Investments, and
the amount of Cash From Operations (if any) which each Partnership derives from
the operation of its remaining Investments (if any) during such period.
Reinvestment of Distributions. The Limited Partners have the option to elect
that their distributions from a Partnership be reinvested in additional Units of
a Partnership. Distributions shall be invested promptly, and in no event later
than 30 days from the distribution date, in the Units to the extent that they
are available. All such investment of distributions in Units will be purchased
at the public offering price and commissions equal to 8% of the Units purchase
price shall be paid to the unaffiliated Selling Dealer responsible for the sale
to the Limited Partner of his or her original Units. Investors may choose to
elect for reinvestment of their distributions at any time by completing the
appropriate authorization form which appears in Exhibit C, "Subscription
Documents". Reinvestment of Distributions will commence with the next
distribution payable after receipt by a Partnership of an investor's
authorization form or subscription agreement.
The General Partner reserves the right to prohibit qualified plan investors
from the reinvestment of distributions if such participation would cause the
underlying assets of each Partnership to constitute "plan assets." See
"INVESTMENT BY QUALIFIED PLANS."
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FEDERAL INCOME TAX CONSEQUENCES
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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.
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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 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 tradeable 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 tradeable 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 tradeable on the substantial equivalent of a secondary market."
Limited partnership interests may be "readily tradeable" 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
tradeable" 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
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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.
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
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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
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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).
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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 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 asuch 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.
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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
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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.
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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 substancial portion of the
Partnership's 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), thatth 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.
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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
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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 thPartnership 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
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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 a 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
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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
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where the Partnerships sell equipment. Tax treaties between certain countries
and the United States may reduce or eliminate certain 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 of 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.
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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.
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Foreign Investors
Foreign investors in each Partnership should be aware that, to a
substancial 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.
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INVESTMENT BY QUALIFIED PLANS
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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.
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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
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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
Partnerships 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.
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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:
<TABLE>
<CAPTION>
As of Minimum Offering Maximum Offering
the date per Partnership per Partnership
hereof (1) (12,000 Units) (750,000 Units)
---------- -------------- ---------------
<S> <C> <C> <C>
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)
======== ========== ===========
</TABLE>
(1) Each Partnership was originally capitalized by the contribution of $1,000 by
the General Partner and $1,000 by the Original Limited Partner.
(2) The Original Limited Partner will withdraw from a Partnership and receive a
return of his original Capital Contribution on the Initial Closing Date upon
the admission of the Initial Limited Partners to such Partnership.
(3) The amounts shown reflect the Gross Offering Proceeds from sale of Units at
$100.00 per Unit before deduction of (a) Sales Commissions in amount equal
to 8.0% of Gross Offering Proceeds (or $8 per Unit sold, which will be paid
except in the case of Units sold to Affiliated Limited Partners), (b)
Underwriting Fees equal in amount to 2.0% of Gross Offering Proceeds (or
$2.00 per Unit sold) and (c) the O & O Expense Allowance (without regard to
such actual expenses) of 3.5% ($3.50 per Unit) of the first $25,000,000 of
each Unit sold for Gross Offering Proceeds; 2.5% ($2.50 per Unit) of each
Unit sold for Gross Offering Proceeds in excess of $25,000,000 but less than
$50,000,000; and 1.5% ($1.50 per Unit) for Gross Offering Proceeds exceeding
$50,000,000. The General Partner has agreed in the Partnership Agreement to
pay actual Organizational and Offering Expenses for this Offering to the
extent such expenses exceed the O & O Expense Allowance. (No fees or
compensation were payable with regard to either the General Partner's or
Original Limited Partner's original subscription payment).
The maximum dollar amount of such items of compensation payable to the
General Partner, its Affiliates and non-affiliated Selling Dealers will
equal $162,000 for the Minimum Offering of 12,000 Units per Partnership and
$9,375,000 for the Maximum Offering of 750,000 Units per Partnership, in
each case computed as if all Units are sold to the general public without
purchases by Affiliated Limited Partners. Affiliated Limited Partners may
acquire Units (for investment purposes only) on a net of Sales Commissions
basis for a price of $92.00 per Unit (and a proportionate Net Unit Price for
each fractional Unit purchased). To the extent that Units are purchased by
such Affiliated Limited Partners, both the total Capital Contributions of
the Limited Partners and each Partnership's obligation to pay Sales
Commissions will be reduced accordingly. See "SOURCES AND USES OF OFFERING
PROCEEDS AND RELATED INDEBTEDNESS."
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MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
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Liquidity and Capital Resources
Each Partnership will have limited funds at its formation because the
capital anticipated to be raised by each Partnership through its Offering of
Units will not be available on the date of formation.
Each Partnership's capital resources are expected to undergo major changes
during its initial year of operations as a result of completion of its Offering
and acquisition of its Equipment. Thereafter, each Partnership's capital needs
and resources are expected to be relatively stable over the holding periods of
the Equipment. Each Partnership intends to acquire its Equipment as required to
commit all Net Proceeds available for Investment in Equipment. As of the date of
this Prospectus, no material commitments with respect to capital expenditures of
any Partnership have been made. The General Partner anticipates that reserves
sufficient to pay each Partnership's operating expenses and to make
Distributions to the Limited Partners will initially be derived from rental
payments from the Leases. To date, no Partnership has had any operations. During
the period of ownership of the Equipment, each Partnership's operations will
consist principally of the ownership and leasing of Equipment.
Each Partnership intends to establish initially working capital reserves
of approximately 1% of Gross Proceeds per Unit, an amount which is anticipated
to be sufficient to satisfy general liquidity requirements. Liquidity would,
however, be adversely affected by unanticipated or greater than anticipated
operating costs or losses (including Lessees' inability to make timely Lease
payments). To the extent that working capital reserves are or may be
insufficient to satisfy the cash requirements of a Partnership, it is
anticipated that additional funds would be obtained through revenues from
Partnership operations, the proceeds from the sale of Equipment, bank loans,
short-term loans from the General Partner or its Affiliates or the sale of
Equipment. The General Partner may use a portion of Cash From Operations and
Cash From Sales or Refinancings to re-establish working capital reserves. In no
event will a Partnership's reserves be reduced for the purpose of making
Distributions to the Partners below a level which the General Partner deems
necessary for Partnership operations. There can be no assurance, however, that
the amounts in the working capital reserve will be adequate to meet a
Partnership's Obligations.
Operations
Each Partnership is newly formed and has had no operations to date. Until
receipt and acceptance of subscriptions for 12,000 Units and the admission of
the subscribers therefor as Limited Partners on the Initial Closing Date, a
Partnership will not commence active operations. During the period commencing
with the Initial Closing Date and continuing throughout the Reinvestment Period,
each Partnership will be in active operation.
Each Partnership will acquire Equipment with Net Offering Proceeds and
indebtedness, (which is expected to average at least 50% of a Partnership's
aggregate Purchase Price for all of its Equipment, determined when the Net
Offering Proceeds of this Offering are fully invested). However, in the event a
Partnership requires additional cash or the General Partner determines that it
is in the best interests of a Partnership to obtain additional funds to increase
cash available for Investment in Equipment and Financing Transactions or for any
other proper business need of a Partnership, a Partnership may borrow, on a
secured or unsecured basis, amounts up to 67% of the aggregate Purchase Price of
all Investments acquired by such Partnership at any given time following full
investment of the Net Offering Proceeds. The Partnerships currently have no
arrangements with, or commitments from, any Lender with respect to any such
borrowings. The General Partner anticipates that any acquisition financing or
other borrowings (including Commission Loans) will be obtained from
institutional lenders. See "INVESTMENT OBJECTIVES AND POLICIES"--"Acquisition
Policies and Procedures".
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SUMMARY OF THE PARTNERSHIP AGREEMENT
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The following is a brief summary of certain provisions of the Agreement of
Limited Partnership (the "Partnership Agreement") which will be executed by the
General Partner, which sets forth the terms and conditions upon which each
Partnership will conduct its business and affairs and certain of the rights and
obligations of the Limited Partners of such Partnership. Such summary does not
purport to be complete and is subject to the detailed provisions of, and
qualified in its entirety by express reference to, the Partnership Agreement, a
copy of which is included as Exhibit A to the Registration Statement of which
this Prospectus forms a part. Prospective investors in the Partnership should
study the Partnership Agreement carefully before making any investment.
References below to Partnership and the Partnership Agreement refer to each
Partnership and its Partnership Agreement.
Establishment and Nature of the Partnerships
ICON Income Fund Eight A L.P. was organized under the Delaware Revised
Uniform Limited Partnership Act (the "Delaware Act") with ICON Capital Corp., a
Connecticut corporation, as its General Partner. A limited partnership is a
partnership having one or more general partners and one or more limited
partners. A limited partner ordinarily does not play a role in the management or
control of a partnership's affairs and his liability for partnership obligations
is generally limited to his investment, while a general partner is, in general,
personally liable for all partnership obligations.
Name and Address
The Partnerships will be conducted under the name " ICON Income Fund Eight"
which has its principal office and place of business at 600 Mamaroneck Avenue,
Harrison, New York 10528 (unless such offices are changed by the General Partner
with written notice to the Limited Partners).
Purposes and Powers
Each Partnership has been organized, without limitation, for the purposes of
(a) acquiring, investing in, owning, leasing, re-leasing, financing,
refinancing, transferring or otherwise disposing of, and in all respects
otherwise dealing in or with, Equipment of all kinds, residual interests
therein, and options to purchase Equipment and residual interests therein, (b)
lending and providing financing to other Persons for their acquisition of items
of equipment and other tangible and intangible personal property of all kinds,
pursuant to financing arrangements or transactions secured by various items of
equipment (or interests therein and leases thereof) and other such personal
property, and (c) establishing, acquiring, conducting and carrying on any
business suitable, necessary, useful or convenient in connection therewith, in
order to generate monthly cash distributions to the Limited Partners during the
term of each Partnership. In conducting such business, the Partnerships are not
limited to any part of the world (including, without limitation, all land,
waters and space under, on or above such part of the world).
Duration of Partnership
The term of ICON Income Fund Eight A L.P. commenced upon the filing of the
Certificate of Limited Partnership with the Secretary of State of the State of
Delaware on July 9, 1997 and will terminate at midnight on December 31, 2017,
subject, however, to earlier termination upon the occurrence of any Dissolution
Event, including, without limitation, (i) the withdrawal, removal or dissolution
of, or the occurrence of certain bankruptcy events with respect to, the General
Partner (unless a Substitute General Partner will be timely admitted to such
Partnership), (ii) the Sale of all or substantially all of such Partnership's
assets and (iii) the voluntary dissolution of such Partnership.
Capital Contributions
General Partner. The General Partner has contributed $1,000, in cash, as
its Capital Contribution to ICON Income Fund Eight A L.P. in exchange for a
one percent (1%) Partnership Interest.
Original Limited Partner. The Original Limited Partner has made a capital
contribution of $1,000 to ICON Income Fund Eight A L.P. in exchange for ten (10)
Units then representing a 99% Partnership Interest. On the Initial Closing Date,
the Original Limited Partner will withdraw from such Partnership, his capital
contribution of
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$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;
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(ii) such Affiliated Investment is made by a Partnership upon terms
(including price) no less favorable to such Partnership than the terms upon
which the General Partner or such Affiliate entered into such Affiliated
Investment;
(iii) neither the General Partner nor any such Affiliate will realize any
gain or other benefit, other than permitted reasonable compensation, as a
result of such Affiliated Investment; and
(iv) such Affiliated Investment was held only on an interim basis (generally
not longer than six months) by the General Partner or any Affiliate of the
General Partner for purposes of facilitating the acquisition of such
Investment by a Partnership, borrowing money or obtaining financing for a
Partnership or for other purposes related to the business of a Partnership.
No loans may be made by the Partnerships to the General Partner or any
Affiliate of the General Partner. The General Partner or any such Affiliate,
however, may make Partnership Loans to the Partnerships, provided the terms of
such Partnership Loan will include, without limitation, the following:
(i) interest will be payable with respect to such Partnership Loan at a rate
not in excess of the lesser of (A) the rate at which the General Partner or
such Affiliate itself borrowed funds for the purpose of making such
Partnership Loan, (B) if no such borrowing was incurred, the rate obtainable
by a Partnership in an arms-length borrowing with similar terms (without
reference to the General Partner's or such Affiliate's financial abilities
or guarantees) or (C) the rate from time to time announced by The Chase
Manhattan Bank (National Association) at its principal lending offices in
New York, New York as its prime lending rate plus 3% per annum;
(ii) such Partnership Loan will be fully repaid within twelve months after
the date on which it was made; and
(iii) neither the General Partner nor any such Affiliate may receive
financial charges or fees in connection with such Partnership Loan (except
that the General Partner or such Affiliate may be reimbursed, dollar for
dollar, for actual reasonable out-of-pocket expenses).
The Partnerships will not acquire any Investments in exchange for Interests in
the Partnerships.
The Partnerships may make Investments in Joint Ventures provided that:
(i) the General Partner has determined that such Investment is in the best
interests of a Partnership and will not result in duplicate fees to the
General Partner or any Affiliate of the General Partner;
(ii) such Investment will (if made with participants affiliated with the
Sponsor) be made by a Partnership upon terms that are substantially
identical to the terms upon which such participants have invested in such
Joint Venture; and
(iii) such Investment will (if made with non-affiliated Persons) give veto
power on disposition decisions only in such Joint Venture to a Partnership
and such Joint Venture will own and lease specific Equipment and/or invest
in one or more specific Financing Transactions.
During the Reinvestment Period, the General Partner may not dissolve a
Partnership or sell or otherwise dispose of all or substantially all of the
assets of a Partnership without the Consent of the Majority Interest.
Indemnification of the General Partner
Pursuant to the Partnership Agreement, except to the limited extent provided
therein, the General Partner and any Affiliate of the General Partner and
individual officers engaged in the performance of services for the Partnerships
will be indemnified by the Partnerships from assets of the Partnerships (and not
by the Limited Partners) for any liability, loss, cost and expense of litigation
suffered by such party, which arises out of certain actions (for example, legal
costs associated with enforcing the Partnerships' rights against Lessees, Users
and others) or omissions to act (for example, the cost of a tax bond while
contesting the magnitude of, or liability for, state or local taxes) by the
General Partner or such Affiliate. See "FIDUCIARY RESPONSIBILITY --
Indemnification of the General Partner, Dealer-Manager and Selling Dealers."
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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
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in "INVESTMENT OBJECTIVES AND POLICIES--Cash Distributions to Partners",
decisions by the General Partner as to the amounts of Reserves which a
Partnership establishes and the amounts of that Partnership's funds which will
be reinvested may effect the ability of such Partnership to make such cash
distributions.
Such cash distributions will be noncumulative; meaning that, if
Distributable Cash From Operations and Distributable Cash From Sales are
insufficient in any calendar month to pay the full amount of such distributions,
only the actual amount thereof is required to be distributed. Such cash
distributions will also computed on a non-compounded basis; meaning that the
principal amount upon which such cash distributions is computed will not be
increased as the result of the inability of a Partnership to distribute any
monthly portion of such annual amounts, or reduced by any of such distributions
actually made, in any prior period. It is expected that a substantial portion of
all of such cash distributions (e.g. the portion thereof which exceeds taxable
income for GAAP purposes) will be treated as a return of Limited Partners'
originally invested capital) and that the balance of such distributions will be
treated as a return thereon (e.g. the portion thereof which equals taxable
income for GAAP purposes).
Section 8.1(a) of the Partnership Agreement also provides that each Limited
Partner is entitled to receive monthly cash distributions (if the distributions
described above are not adequate) in amounts which would permit the Limited
Partners to pay federal, state and local income taxes resulting from Partnership
Operations (assuming that all Limited Partners are subject to income taxation at
a 31% cumulative tax rate on taxable distributions for GAAP purposes). Such
distributions will be made to the extent that Distributable Cash From Operations
and Distributable Cash From Sales are sufficient for such purpose.
During the Disposition Period, each Partnership intends to promptly
distribute substantially all Distributable Cash From Operations and
Distributable Cash From Sales.
Section 6.4(g) of the Partnership Agreement provides that the General
Partner will be paid its monthly Management Fee for any month during the
Reinvestment Period only after payment in full of any accrued and unpaid First
Cash Distributions for such month and any previous month. To the extent such
Management Fee is not paid currently, it will be paid without interest out of
the first funds available therefore. (See the "SUMMARY OF COMPENSATION.")
Allocation of Profits and Losses
As a general rule, during the Reinvestment Period, a Partnership's Profits
(including, inter alia, taxable income and gains and items thereof, and items of
revenue exempt from tax) will be allocated, first, 99% to the Limited Partners
in proportion to their respective numbers of Units and 1% to the General
Partner, until each Limited Partner has been allocated Profits equal to the
excess, if any, of (1) such Limited Partner's Unpaid Target Distribution (i.e.
the sum of such Limited Partner's (a) Adjusted Capital Contribution plus (b)
Unpaid Cumulative Return thereon) over (2) such Limited Partner's Capital
Account balance; next, in a manner which in a manner that will cause (a) the
excess of the Limited Partners' aggregate Capital Account balances over the
amount of their aggregate Unpaid Target Distributions and (b) the General
Partner's Capital Account balance, to be in the ratio of 90% to 10%; and
thereafter, 90% to the Limited Partners in proportion to their respective
numbers of Units and 10% to the General Partner. During the Disposition Period,
a Partnership's Profits first will be allocated to all Partners in the amount
necessary to eliminate any deficits in their capital accounts, and, thereafter,
will be allocated as described above.
As a general rule, 99% of a Partnership's Losses (including, inter alia, tax
losses and deductions and items thereof, and items of expense that are not
deductible for federal income tax purposes) will be allocated among the Limited
Partners in proportion to their respective numbers of Units and 1% will be
allocated to the General Partner throughout the term of such Partnership.
In addition to the general provisions regarding allocations of Profits and
Losses, the Partnership Agreement contains a number of special allocations that
are intended to meet certain "safe harbor" provisions contained in the Treasury
Regulations relating to partnership allocations (for example, a "qualified
income offset" provision requires that Profits be allocated to any Limited
Partners developing deficits in their Capital Account in an amount necessary to
eliminate such deficits; and "minimum gain chargeback" provisions require that
depreciation recapture and other similar items of income be allocated back to
the Partners who were initially allocated the depreciation deductions or other
related items of deduction); and certain other special allocations that are
designed to reflect the business deal among the Partners (for example, the Sales
Commissions with respect to any Unit are allocated to the owner of that Unit) or
to protect the Limited Partners in the event a Partnership is subjected to an
unexpected tax liability because of a particular Partner (for example, local
taxes that are imposed on the Partnership because of a Partner's residence in
that locality will be charged to that Partner).
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The Partnership Agreement provides that Limited Partners who own Units for
less than an entire fiscal year will be allocated Profits or Losses (which will
be treated as if they occurred ratably over the fiscal year) based on the
proportionate part of the fiscal year that they owned their Units.
Withdrawal of the General Partner
Voluntary Withdrawal The General Partner may not voluntarily withdraw as a
General Partner from a Partnership without (i) 60 days' advance written notice
to the Limited Partners, (b) an opinion of Tax Counsel that such withdrawal will
not cause the termination of such Partnership or materially adversely affect the
federal tax status of thatth Partnership and (c) a selection of, and acceptance
of its appointment as such by, a Substitute General Partner (i) acceptable to a
Majority Interest of the Limited Partners with an adequate net worth in the
opinion of Tax Counsel.
Involuntary Withdrawal The General Partner may be removed by Consent of the
Majority Interest or upon the occurrence of any other event that constitutes an
event of withdrawal under the Delaware Act as then in effect. Neither the
General Partner nor any of its Affiliates may participate in any vote by the
Limited Partners to (i) involuntarily remove the General Partner or (ii) cancel
any management or service contract with the General Partner or any such
Affiliate.
Management Fees. 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 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
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and the existence of a Partnership will be terminated. No Limited Partner is
guaranteed the return of, or a return on, such Limited Partner's Capital
Contribution.
Access to Books and Records
The General Partner will maintain the books and records of each
Partnership at the Partnerships' principal office. Each Limited Partner will
have the right to have a copy of the Participant List (including, among other
things, the names and addresses of, and number of Units held by, each Limited
Partner) mailed to it for a nominal fee; provided such Limited Partner will
certify that such Participant List will not be sold or otherwise provided to
another party or used for commercial purpose other than in the interest of the
requesting party relative to his or its interest in such Partnership matters. as
to the non-commercial In addition, each Limited Partner or his representative
will have the right, upon written request, subject to reasonable Notice and at
such Limited Partner's expense, to inspect and copy such other books and records
of a Partnership as will be maintained by the General Partner.
Meetings and Voting Rights of Limited Partners
Meetings A meeting of the Limited Partners to act upon any matter on which
the Limited Partners may vote may be called by the General Partner at any time
on its own initiative and will be called by the General Partner following its
receipt of written request(s) for a meeting from Limited Partners holding 10% or
more of the then outstanding Units. In addition, in lieu of a meeting, any such
matter may be submitted for action by Consent of the Limited Partners.
Voting Rights of Limited Partners The Limited Partners, acting by the
Consent of the Majority Interest constituting a numerical majority (i.e., more
than 50%) of Units, may take action on the following matters without the
concurrence of the General Partner:
(i) amendment of the Agreement; provided that such amendment (A) may not in
any manner allow the Limited Partners to take part in the control or
management of a Partnership's business, and (B) may not, without the
specific Consent of the General Partner, alter the rights, powers and duties
of the General Partner as set forth in the Partnership Agreement;
(ii) dissolution of a Partnership;
(iii) Sale or series of Sales of all or substantially all of the assets of a
Partnership (except any such Sale or series of Sales in the ordinary course
of liquidating a Partnership's Investments during the Disposition Period
(see "Dissolution and Winding-up--Liquidation of a Partnership", in this
Section); and
(iv) removal of the General Partner and election of one or more Substitute
General Partners.
Limited Partners who dissent from any vote approved by the Majority Interest are
bound by such vote and do not have a right to appraisal of, or automatic
repurchase of, their Units as a result thereof.
Amendments
Amendment by Limited Partners without Concurrence of the General Partner.
The Limited Partners, acting by the Consent of the Majority Interest without the
concurrence of the General Partner, may amend the Partnership Agreement to
effect any change therein, except (i) in any manner to allow the Limited
Partners to take part in the control or management of a Partnership's business,
and (ii) without the specific Consent of the General Partner, to alter the
rights, powers and duties of the General Partner as set forth in the Partnership
Agreement. Notwithstanding the foregoing, (x) any amendment of the provisions of
the Partnership Agreement relating to amendments of the Partnership Agreement
will require the Consent of each Limited Partner and (y) any amendment that will
increase the liability of any Partner or adversely affect any Partner's share of
distributions of cash or allocations of Profits or Losses for Tax Purposes or of
any investment tax credit amounts of a Partnership will require the Consent of
each Partner affected thereby.
Amendment by General Partner without the Consent of the Limited Partners.
The General Partner may, without the Consent of the Majority Interest, amend the
Partnership Agreement to effect any change therein for the benefit or protection
of the Limited Partners, including, without limitation:
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(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.
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TRANSFER OF UNITS
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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
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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 PartnerUnit;
(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;
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(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.
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
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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."
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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.
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PLAN OF DISTRIBUTION
- --------------------------------------------------------------------------------
Subject to the conditions set forth in this Prospectus and in accordance
with the terms and conditions of the Partnership Agreement, pursuant to the
Dealer-Manager Agreement between a Partnership and the Dealer-Manager, a
Partnership will offer through the Dealer-Manager, on a best efforts basis, a
Maximum Offering of 750,000 Units per Partnership, all of which are priced at
$100 per Unit (except for certain Units which may be purchased by Affiliated
Limited Partners for the Net Unit Price of $92.00 per Unit). The minimum
subscription is 25 Units (10 Units for IRAs and Qualified Plans, including Keogh
plans except in certain states as set forth in the "INVESTOR SUITABILITY AND
MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" Section). See
"INVESTOR SUITABILITY STANDARDS--Minimum Unit Purchase."
The Offering Period for ICON Eight B will begin following the Closing of
ICON Eight A. The Offering is expected to terminate not later than September 30,
1999 for ICON Eight A and September 30, 2000 for ICON Eight B, provided that in
no event will the Offering Period for any Partnership continue for longer than
twenty four months. The General Partner has a reasonable period of time
(generally not in excess of 5 business days) to conclude a Partnership's closing
after the termination of such Partnership's Offering. The sale of Units in 1999
in various states may require extensions of the Offering permits by their state
securities commissions, which extensions may not be granted. Each Offering
Period may be terminated at the option of the General Partner at any time during
the Offering Period.
Only one Partnership will accept subscriptions at a time. An individual
subscription may not specify in which of the Partnerships a subscriber wishes to
invest. Subscription payments not applied to the purchase of Units of a
Partnership will be retained in escrow, carried over and automatically deemed a
subscription for Units in the next Partnership in this program. Accordingly,
subscribers will generally not have the right to withdraw or receive their funds
from the Escrow Account unless and until the Offering of ICON Eight B is
terminated, which may be as late forty eight (48) months after the effective
date of this Prospectus.
Units will be sold primarily through the Selling Dealers and to a limited
extent by the Dealer-Manager. Each Partnership will pay to the Selling Dealer or
the Dealer-Manager, as the case may be, a Sales Commission equal to 8.0% of the
Gross Offering Proceeds from the sale of such Units (except for Units sold to
Affiliated Limited Partners, as to which no Sales Commission is payable) from
Gross Offering Proceeds of such sales.
Generally, Units are purchased by all subscribers at a price of $100.00 per
Units except for:
(a) officers, employees and securities representatives of the General
Partner, its Affiliates and Selling Dealers ("Affiliated Limited Partners")
who may purchase Units for investment purposes only for the Net Unit Price
of $92.00 per Unit. A Partnership will incur no obligation to pay any Sales
Commissions with respect to such purchases. The General Partner's and its
Affiliates' purchases of Units are limited to a maximum of 10% of the total
Units purchased.
The total marketing compensation to be paid to the Dealer-Manager and all
participating Selling Dealers in connection with the Offering of Units in the
Partnerships, including Sales Commissions and Underwriting Fees, will not exceed
a maximum of 10.0% of the Gross Offering Proceeds (except that the General
Partner may pay bona fide due diligence fees and expenses incurred by the
Dealer-Manager and prospective Selling Dealers from its O & O Expense Allowance
up to the lesser of (i) an additional 1/2 of 1% of such Gross Offering Proceeds
or (ii) the maximum amount allowable under the NASD Rules of Fair Practice). Any
payments made in connection with due diligence activities will only be paid on a
fully accountable basis and only for bona fide due diligence activities. Amounts
paid or advanced for Sales Commissions and due diligence fees and expenses will
be made only for bona fide sales or due diligence activities as evidenced by
receipt of duly executed subscription documents (in the case of sales) and an
invoice and other evidence satisfactory to the General Partner confirming the
nature and cost of due diligence activity performed (in the case of due
diligence activities). The sums which may be expended in connection with due
diligence activities are included in the O & O Expense Allowance paid by each
Partnership to the General Partner. See "SUMMARY OF COMPENSATION."
The Dealer-Manager Agreement and the Selling Dealer Agreements contain
provisions for the indemnification of the Dealer-Manager and participating
Selling Dealers by a Partnership with respect to certain liabilities, including
liabilities arising under the Securities Act. The Dealer-Manager may be deemed
to be an "underwriter" for purposes of the Securities Act in connection with
this Offering.
Segregation of Subscription Payments
Commencing on the effective date of this Prospectus and until subscriptions
for 12,000 Units (or 37,500 Units per Partnership in the case of residents of
Pennsylvania) have been accepted by the General Partner and such subscribers
have been admitted as Limited Partners on the Initial Closing Date (or a
subsequent Closing Date in the case of Pennsylvania residents), all funds
received by the Dealer-Manager from subscriptions for Units will be placed in an
escrow account, at a Partnership's expense, with or another banking institution
designated by the General
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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. 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
of37,500 Units per Partnership (including subscriptions from residents of
Pennsylvania), all subscription payments then remaining in escrow would be
released from escrow and the escrow agreement would be terminated. Thereafter
subscription payments would continue to be deposited with the Bank of New York
(NJ) in a special, segregated, subscription account of a Partnership which will
be maintained during the Offering Period for the receipt and investment of
subscription payments. At each Closing, a Partnership will admit as Limited
Partners, effective as of the next day, all subscribers whose subscriptions have
been received and accepted by a Partnership and who are then eligible to be
admitted to a Partnership (e.g., Pennsylvania subscribers are not eligible to be
admitted to the Partnership prior to sale of37,500 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."
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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.
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Minimum Net Worth/Income. Except with respect to Qualified Plans and IRAs
and except for residents of states with higher suitability standards (as
described below), Units will be sold during the Offering only to an investor who
represents, in writing:
(i) that such investor has either (A) both a net worth of at least $30,000
in excess of Capital Contributions required to be made in respect of Units
subscribed for by such investor and an annual gross income of at least
$30,000, or (B) irrespective of annual gross income, a net worth of at least
$75,000 or that such investor is purchasing in a fiduciary capacity for a
Person who meets either such condition, or
(ii) that such investor satisfies the suitability standards applicable in
such investor's state of residence or domicile, if such standards are more
stringent (as listed in "--Certain State Requirements" paragraph below or in
the current Supplement to this Prospectus).
All computations of net worth for purposes of all suitability standards (whether
described above or below) exclude the value of such investor's home, home
furnishings and personal automobiles and, in connection therewith, all of such
investor's assets must be valued at their fair market value.
If an investor is a Qualified Plan or an IRA, such investor must represent
(i) that the IRA owner or the participant in the self-directed Qualified Plan
satisfies the foregoing standards, or (ii) if other than a self-directed
Qualified Plan, that the Qualified Plan satisfies the foregoing suitability
standards.
Each investor must execute a copy of the Subscription Agreement, the form of
which is included as an exhibit to the Registration Statement of which this
Prospectus forms a part, or an Assignment instrument or other writing, to
evidence such investor's compliance with such standards and the requirements of
applicable laws.
Legending of Unit certificates issued to residents of California. The
California Corporations Commissioner requires that certificates evidencing
ownership of Units for all Units issued, or subsequently transferred, to Persons
who are residents of, or who are either domiciled or actually present in, the
State of California, must bear the following legend restricting transfer:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF A LIMITED PARTNERSHIP
INTEREST, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."
Fiduciary and Qualified Plan Subscriptions. When Units are purchased for
fiduciary accounts, such as trusts and retirement plans, the foregoing
conditions must be met either by the fiduciary account or by the Person who
directly or indirectly supplies the funds for the purchase of Units. In the case
of gifts to minors by a donor, the foregoing conditions must be met by the donor
who directly or indirectly supplies the funds for such purchase. A transferee
will be required to comply with all of the foregoing requirements as a condition
to admission as a Substitute Limited Partner.
In addition, it should be noted that an investment in a Partnership will
not, in and of itself, create an IRA or Qualified Plan and that, in order to
create an IRA or Qualified Plan, an investor must itself comply with all
applicable provisions of the Code and ERISA. IRAs or Qualified Plans, and other
tax-exempt organizations, when making a decision concerning an investment in a
Partnership, should consider the following:
(i) any income or gain realized by such entity will be "unrelated business
taxable income" and subject to the unrelated business tax;
(ii) investments in a Partnership made by Qualified Plans and IRAs may cause
a pro rata portion of such Partnership's assets to be considered to be "plan
assets" with respect to such entities for purposes of ERISA and the excise
taxes imposed by Section 4975 of the Code; and
(iii) such entities, since they are exempt from federal income taxation,
will be unable to take full advantage of the tax benefits, if any, generated
by a Partnership.
See "RISK FACTORS--Federal Income Tax Risks and ERISA Matters -- Unrelated
Business Income," "FEDERAL INCOME TAX CONSEQUENCES -- Taxation of Employee
Benefit Plans and Other Tax-Exempt Organizations" and "INVESTMENT BY QUALIFIED
PLANS."
A Fiduciary or Investment Manager (as such terms are defined in Sections
3(21) and 3(38) of ERISA, respectively) of a Qualified Plan or IRA or a
fiduciary of another tax-exempt organization should consider all risks
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and investment concerns, including those unrelated to tax considerations, in
deciding whether an investment in a Partnership is appropriate and economically
advantageous for a Qualified Plan or other tax-exempt organization. See "RISK
FACTORS," "INVESTMENT OBJECTIVES AND POLICIES," "FEDERAL INCOME TAX
CONSEQUENCES" and "INVESTMENT BY QUALIFIED PLANS."
Although the General Partner believes that Units may represent suitable
investments for individuals, Qualified Plans, IRAs and many different types of
entities, Units may not be suitable investments for such entities due to tax
rules of particular application to certain types of entities. (For example, the
General Partner believes that Units will generally not be a suitable investment
for charitable remainder trusts.) Furthermore, the foregoing standards represent
minimum requirements, and a Person's satisfaction of such standards alone does
not mean that an investment in a Partnership would be suitable for such Person.
A prospective investor should consult his personal tax and financial advisors to
determine whether an investment in a Partnership would be advantageous in light
of his particular situation.
Transfer. Units are subject to substantial transfer restrictions and may be
transferred only under certain circumstances and subject to certain conditions
(see "TRANSFER OF UNITS -- Restrictions of Transfer of Units"), including, among
others, that Units may be sold only to an Assignee who meets all applicable
suitability standards and any Limited Partner making an Assignment of Units may
also become subject to the securities laws of the state or other jurisdiction in
which the transfers are deemed to take place. Furthermore, following a transfer
of less than all of the Units owned by any Limited Partner, each Limited Partner
must generally retain a sufficient number of Units to satisfy the minimum
investment standards applicable to such Limited Partner's initial purchase of
Units. In the case of a transfer in which a member firm of the National
Association of Securities Dealers, Inc. ("NASD") is involved, such firm must be
satisfied that a proposed Assignee of Units satisfies the suitability
requirements as to financial position and net worth specified in Section 3(b) of
Appendix F to the NASD's Rules of Fair Practice and must inform the proposed
Assignee of all pertinent facts relating to the liquidity and marketability of
the Units during the term of any investment therein.
Subscriber Representations
By signing and initialing the blocks provided in Section 5 of the
Subscription Agreement and paying for Units, each investor makes the
representations contained such Section 5 (except as provided to the contrary
therein) and will be bound by all the terms thereof. In addition, each investor
acknowledges in his Subscription Agreement that his subscription is subject to
acceptance by the General Partner, in its sole discretion, and may be rejected
in whole or in part for any reason.
The representations made by each subscriber (except for certain of the
representations which may not be made by the residents of certain states as
noted on such Page C-4) are set forth on page C-3 of Exhibit C to this
Prospectus and confirm that each subscriber signing the Subscription Agreement:
(i) has received a copy of the Prospectus; (ii) has read the "General
Instructions" (on Page C-2) of the Subscription Agreement; (iii) that an
investment in Units is not liquid; and (iv) that the General Partner may rely
upon the accuracy of the factual data concerning such subscriber which is
contained in the Subscription Agreement (including, without limitation, that (A)
if such investor is an IRA, Qualified Plan or other Benefit Plan, has accurately
identified itself as such; (B) has accurately identified himself as either a
U.S. Citizen or non-U.S. Citizen (i.e., as determined in the manner described
under "Citizenship" below) and (C) has accurately reported his federal taxpayer
identification number and is not subject to backup withholding of federal income
taxes). Specifically, by representing whether he is a United States Citizen,
Resident Alien or resident of another country, each subscriber will be deemed to
have made a representation as to whether he is or is not a "United States
Person" as defined in Section 7710(a)(30) of the Code. In addition, each
subscriber appoints the General Partner as his true and lawful attorney-in-fact
to execute such documents (including the Partnership Agreement) as may be
required for the such subscriber's admission as a Limited Partner.
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Each Partnership will require such representations to be made by each
subscriber in order to assist NASD-registered securities sales representatives,
Selling Dealers and the Dealer-Manager to determine whether an investment in
Units is suitable for such subscriber. The General Partner will rely upon the
accuracy and completeness of the subscriber's representations in complying with
its obligations under applicable state and federal securities laws and may
assert such representations as a defense against the subscribers or securities
regulatory agencies.
Each subscriber is also instructed on Page C-2 of the Subscription Agreement
that: (a) no offer to sell Units may be made except by means of the Prospectus
and, consequently, (b) SUBSCRIBERS SHOULD NOT RELY UPON ANY ORAL STATEMENTS BY
ANY PERSON, OR UPON ANY WRITTEN INFORMATION OTHER THAN AS SPECIFICALLY SET FORTH
IN THE PROSPECTUS AND SUPPLEMENTS THERETO OR IN PROMOTIONAL BROCHURES CLEARLY
MARKED AS BEING PREPARED AND AUTHORIZED BY THE GENERAL PARTNER, ICON CAPITAL
CORP., OR BY THE DEALER-MANAGER, ICON SECURITIES CORP., FOR USE IN CONNECTION
WITH OFFERING OF UNITS TO THE GENERAL PUBLIC BY MEANS OF THE PROSPECTUS. Each
subscriber is hereby further advised that an investment in Units of a
Partnership involves certain risks including, without limitation, the matters
set forth in this Prospectus under the captions "Risk Factors", "Conflicts of
Interest", "Management" and "Income Tax Considerations." Each subscriber is
hereby advised that the representations set forth herein do not constitute a
waiver of any of such subscriber's rights under the Delaware Limited Partnership
Act and applicable federal and state securities laws. Each subscriber is hereby
instructed that: (a) the Units are subject to substantial restrictions on
transferability; (b) there will be no public market for the Units; and (c) it
may not be possible for subscriber to readily liquidate his investment in the
Partnership in question, if at all, even in the event of an emergency. Any
transfer of Units is subject to the General Partner's approval and must comply
with the terms of Section 10 of the Partnership Agreement. In particular, any
purchaser or transferee must satisfy the minimum investment and investor
suitability standards for his domiciliary state. See "INVESTOR SUITABILITY AND
MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES". Various states may
also impose more stringent standards than the general requirements. See
"INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION
PROCEDURES." In addition, the State of California has additional transfer
requirements as summarized in the following legend:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."
Each subscriber's acknowledgment that he has received this Prospectus and
the instruction that he should rely on no information other than that contained
in this Prospectus, are required in order that the General Partner may make an
informed judgment as to whether it should accept such subscriber's offer to
subscribe for Units. The General Partner recognizes that in the sales process of
this Offering a potential subscriber will usually discuss a Partnership with his
registered representative. It is possible that a subscriber may misunderstand
what he is told or that someone might tell him something different from, or
contrary to, the information contained in this Prospectus. Additionally, a
subscriber might be relying on something he read or heard from sources for which
the neither the Dealer-Manager nor the General Partner is responsible, over
which they have no control and which contradicts the data and information
contained in this Prospectus. If a subscriber becomes a Limited Partner and
later makes claims against a Partnership, the Dealer Manager and/or the General
Partner alleging that he did not receive a Prospectus for this Offering or that
although he did receive a Prospectus, he relied upon information that is
contradictory to that disclosed in this Prospectus, then each Partnership, the
Dealer Manager and the General Partner anticipate that they will rely upon the
acknowledgment and receipt of this Prospectus and the instruction concerning
non-reliance on any Offering material other than this Prospectus as evidence
that such subscriber did, in fact, receive a Prospectus and that such subscriber
was properly notified that he should not rely upon any information other than
the information disclosed in this Prospectus.
The General Instructions on Page C-2 also ask a potential investor to review
the disclosure in this Prospectus concerning certain conflicts of interest faced
by a Partnership's management and certain risks involved in an investment in a
Partnership and that any federal income tax benefits which may be available as a
result of such purchase may be adversely affected as set forth in this
Prospectus under the captions "Risk Factors," "Conflicts of Interest,"
"Management" and "Income Tax Considerations". Such instruction has been included
because, since the investment involves inherent conflicts of interest and risks
as disclosed in this Prospectus, the General Partner does not intend to admit a
subscriber as a Limited Partner unless it has reason to believe that the
investor is aware of the risks involved with an investment in a Partnership. If
a subscriber becomes a Limited Partner and later makes claims against a
Partnership, the Dealer Manager and/or the General Partner to the effect that he
was not aware that an investment in a Partnership involved the inherent risks
described in this Prospectus, each Partnership, the Dealer Manager and the
General Partner anticipate that they will rely upon this instruction as evidence
that such subscriber had been aware of the degree of risks involved in an
investment in such Partnership for the reasons set forth in this Prospectus
under "Risk Factors."
Each Selling Dealer must countersign each Subscription Agreement for
subscribers solicited by such firm. By such signature, each Selling Dealer
selling Units to a subscriber certifies that it has obtained information from
the subscriber sufficient to enable it to determine that the subscriber has
satisfied the suitability standards named thereon. Since each Partnership, the
Dealer Manager and the General Partner will not have had the opportunity to
obtain such information directly from the subscriber, the General Partner will
rely on such representation so as to determine whether to admit a subscriber to
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such Partnership as a Limited Partner. If a subscriber becomes a Limited Partner
and later makes claims against a Partnership, the Dealer Manager and/or the
General Partner alleging that the Units sold to him were not a suitable
investment for him because he did not meet the financial requirements contained
in the investor suitability standards, such Partnership, the Dealer Manager and
the General Partner anticipate that they will rely upon such representation as
evidence that such subscriber met such financial requirements.
The representation that a subscriber has agreed to all the terms and
conditions of the Partnership Agreement is necessary because the General Partner
and each Limited Partner are bound by all of the terms and conditions there of,
notwithstanding that the Limited Partners do not actually sign the Partnership
Agreement. Since the Partnership Agreement is not actually signed by each
subscriber but pursuant to powers of attorney granted in the Subscription
Agreement, the General Partner thereby obligates each subscriber to each of the
terms and conditions of the Partnership Agreement. If a subscriber becomes a
Limited Partner and later makes claims against a Partnership, the Dealer Manager
and/or the General Partner that he did not agree to be bound by all of the terms
of the Partnership Agreement and the Subscription Agreement, such Partnership,
the Dealer Manager and the General Partner anticipate that they will rely upon
such representation and the power of attorney as evidence of the subscriber's
agreement to be bound by all the terms of such agreement.
Citizenship
Federal law restricts the extent to which aircraft and marine vessels which
are to be registered in the United States may be owned or controlled by Persons
who are not United States Citizens. For these purposes, "United States Citizens"
is defined to include (i) individuals who are citizens of the United States or
one of its possessions, (ii) partnerships in which each partner is an individual
who is a citizen of the United States, in the case of aircraft, or in which at
least 75% of the equity in the partnership is held by citizen of the United
States, in the case of vessels, (iii) certain trusts, the trustees of which are
citizens of the United States (provided that, in the case of aircraft, persons
who are not citizens of the United States or resident aliens do not possess more
than 35% of the aggregate power to direct or remove the trustee, and in the case
of vessels, each of the beneficiaries of the trust is a citizen of the United
States), and (iv) domestic corporations of which the president (and the chairman
of the board of directors, in the case of vessels) and two-thirds or more of the
members of the board of directors and other managing officers are citizens of
the United States and in which at least 75% of the voting interest (or, in the
case of certain vessels, a majority voting interest) is owned or controlled by
Persons who are citizens of the United States.
As a consequence of those rules, a Partnership may cause title to certain
aircraft and vessels to be held by a trust of which a Partnership is the sole
beneficiary by a limited partnership beneficially owned by a Partnership or a
limited liability company of which the Partnership is a member. See "RISK
FACTORS -- Business Risks - Risk of Loss of Equipment Registration." In
addition, each investor will be required to represent and warrant whether or not
the investor is a United States Citizen, and subscriptions will be accepted from
only a limited number of Persons who are not United States Citizens. See "PLAN
OF DISTRIBUTION -- Offering of Units." The General Partner will not admit a
non-United States Citizen as if such admission would result in the potential
invalidation of Equipment registration. See "RISK FACTORS -- General -- Limited
Transferability of Units."
Special Limit on Ownership of Units by Benefit Plans
To avoid classification of a pro rata portion of a Partnership's underlying
assets as "plan assets" of investors which are benefit plan investors, each
Partnership intends to restrict the ownership of Units by benefit plan investors
to less than 25% of the total value of outstanding Units at all times. (See
"INVESTMENT BY QUALIFIED PLANS -- Plan Assets.")
Minimum Investment and Suitability Standards
Each Selling Dealer Agreement and the Dealer-Manager Agreement each requires
that the broker-dealer selling Units in a Partnership make diligent inquiry, as
required by law, of each prospective investor to determine whether a purchase of
Units is suitable for such Person in light of his or her circumstances and, if
so and upon receipt of a subscription for Units, to promptly transmit to the
General Partner all Subscription Monies and duly executed Subscription
Agreements and related documents received by them.
To demonstrate that its registered representative has complied with Sections
3(b) and 4(d) of Appendix F of Article III, Section 34 of the NASD Rules of Fair
Practice in connection with the Offering of Units to an investor, each Selling
Dealer is required to countersign each Subscription Agreement solicited by its
registered representative to confirm that such Selling Dealer had reasonable
grounds to believe (based on information requested from the investor concerning
investment objectives, other investments, financial situation and needs, as well
as any other information known to such registered representative) that (i) the
proposed investment in a Partnership is suitable for such investor, (ii) such
Selling Dealer or registered representative had delivered a copy of this
Prospectus to the investor at the time of or prior to solicitation of the
subscription, (iii) such Selling Dealer or registered representative has
informed the investor of the lack of liquidity and marketability of the
investment and (4) such Selling Dealer or registered representative has
confirmed that the investor's signature or the signature of the authorized
Person appears on the subscribing document where required.
Page 87
<PAGE>
How to Subscribe
An investor who meets the suitability standards set forth above may
subscribe to acquire Units. Subscribers must personally execute the Subscription
Agreement and deliver to a securities sales representative a check for all
Subscription Monies payable in connection with such subscription, made payable
as provided in the next paragraph, in order to subscribe for Units. In the case
of IRA, SEP and Keogh plan owners, both such owners and the plan fiduciary (if
any) must sign the Subscription Agreement. In the case of donor trusts or other
trusts in which the donor is the fiduciary, such donor must sign the
subscription agreement. In the case of other fiduciary accounts in which the
donor neither exercises control over, nor is a fiduciary, the plan fiduciary
alone may sign the Subscription Agreement.
Until subscriptions for 12,000 Units (or 37,500 Units per Partnership in the
case of residents of Pennsylvania) are received by the Partnership, checks for
the payment of Subscription Monies should be made payable to "-- ICON Income
Fund Eight Escrow Account" for deposit into such Escrow Account. After the
Initial Closing Date, checks for the payment of Subscription Monies should be
made payable to "ICON Income Fund Eight Subscription Account" for deposit into a
Qualified Subscription Account.
The General Partner will promptly review, and accept or reject (in its sole
and absolute discretion), each subscription. Investors whose subscriptions are
accepted by the General Partner will receive prompt written confirmation of such
acceptance from the General Partner or its agents.
The General Partner and any Affiliate of the General Partner and the Selling
Dealers (and their respective officers and employees) will have the right, but
not the obligation, to subscribe for and purchase Units for their own account
for investment purposes, subject to the terms and conditions contained herein,
including purchases of Units on or before the Initial Closing Date, which will
count, to the extent of 600 Units, toward the achievement of the Minimum
Offering. All Units purchased by such parties will be purchased solely for
investment purposes and not with a present view towards resale or distribution.
The General Partner and its Affiliates (and their respective officers and
employees) may not purchase more than ten (10%) percent of all Units subscribed
for by all non-Affiliated Persons.
The NASD's Rules of Fair Practice require that any member of, or Person
associated with, the Dealer-Manager or a Selling Dealer who sells or offers to
sell Units must make every reasonable effort to assure that such potential
subscriber is a suitable investor for a Partnership investment in light of such
subscriber's age, education level, knowledge of investments, need for liquidity,
net worth and other pertinent factors and further requires each selling broker
and each subscriber to make such determination of suitability. The State of
Maine requires us to inform you that the Dealer-Manager and each Person selling
Units cannot rely upon representations made by a subscriber in a Subscription
Agreement alone in making a determination of the suitability of the investment
for such subscriber.
Admission of Partners; Closings
Subscribers will be admitted to a Partnership as Limited Partners, and will
for all purposes become and be treated as Limited Partners, as of the first day
immediately following the Initial Closing Date or the Final Closing Date or any
subsequent Closing Date (other than the Final Closing Date), as the case may be,
next following the acceptance of their subscriptions by the General Partner and
the receipt by the General Partner of all Subscription Monies payable in
connection therewith. Upon the determination by the General Partner that the
Minimum Offering has been achieved, the General Partner will set the Initial
Closing Date. Following the Initial Closing Date, a Closing may be held each
day.
- --------------------------------------------------------------------------------
SALES MATERIAL
- --------------------------------------------------------------------------------
In addition to and apart from this Prospectus, a Partnership will utilize
certain sales material in connection with the Offering of Units. This material
may include reports describing the General Partner and its Affiliates, summary
descriptions of Investments (including, without limitation, pictures of
Equipment or facilities of Lessees), materials discussing the Prior Programs and
a brochure and audio-visual materials or taped presentations highlighting
various features of this Offering. The General Partner and its Affiliates may
also respond to specific questions from Selling Dealers and prospective
investors. Business reply cards, introductory letters or similar materials may
be sent to Selling Dealers for customer use, and other information relating to
this Offering may be made available to Selling Dealers for their internal use.
However, this Offering is made only by means of this Prospectus. Except as
described herein or in Supplements hereto, each Partnership has not authorized
the use of other sales materials in connection with this Offering. Although the
information contained in such material does not conflict with any of the
information contained in this Prospectus, such material does not purport to be
complete and should not be considered as a part of this Prospectus or the
Registration Statement of which this Prospectus is a part, or as incorporated in
this Prospectus or the Registration Statement by reference or as forming the
basis of this Offering of the Units described herein.
No dealer, salesman or other Person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus or in Supplements hereto or in supplemental sales literature issued
by a Partnership and described in this Prospectus or in Supplements hereto, and,
if given or made, such information or representations must not be
Page 88
<PAGE>
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, 1997
and 1996 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 audited financial statements of ICON Capital Corp. and subsidiaries as
of March 31, 1997 and 1996 and for each of the years then ended and the
unaudited financial statements of ICON Capital Corp. as of December 31, 1997 are
included herein. Notwithstanding the inclusion of the General Partner's
unaudited financial statements, purchasers of the Units offered hereby should be
aware that they are not thereby purchasing an interest in ICON Capital Corp. and
subsidiaries or in any of its Affiliates or in any Prior Public Program.
Page 89
<PAGE>
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Balance Sheet
May 6, 1998
Index to Financial Statements
Page
----
ICON Income Fund Eight A L.P.
- -----------------------------
Balance Sheet--May 6, 1998
Independent Auditors' Report
Balance Sheet at May 6, 1998
Notes to Balance Sheet
ICON Capital Corp.
- ------------------
Financial Statements--December 31, 1997 (Unaudited)
Balance Sheet at December 31, 1997
Statement of Income for the Nine Months Ended December 31, 1997
Statement of Changes in Stockholders' Equity for the Nine Months
Ended December 31, 1997
Statement of Cash Flows for the Nine Months Ended December 31, 1997
Notes to Unaudited Financial Statements
Financial Statements--March 31, 1997 and 1996
Independent Auditors' Report
Balance Sheets at March 31, 1997 and 1996
Statements of Income for the Years Ended March 31, 1997 and 1996
Statements of Changes in Stockholders'
Equity for the Years Ended March 31, 1997 and 1996
Statements of Cash Flows for the Years Ended March 31, 1997 and 1996
Notes to Financial Statements
<PAGE>
Independent Auditors' Report
The Partners
ICON Income Fund Eight A L.P.:
We have audited the accompanying balance sheet of ICON Income Fund Eight A L.P.
(a Delaware limited partnership) as of May 6, 1998. This balance sheet is the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on this balance sheet based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit of a balance sheet includes examining, on a test basis, evidence
supporting the amounts and disclosures in that balance sheet. An audit of a
balance sheet also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheet presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of ICON Income Fund Eight A L.P. as of
May 6, 1998, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
May 6, 1998
New York, New York
<PAGE>
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Balance Sheet
May 6, 1998
Assets
Cash $ 2,000
--------
$ 2,000
========
Liabilities and Partners' Equity
Commitments and Contingencies
Partners' Equity
General Partner $ 1,000
Limited Partner 1,000
--------
$ 2,000
========
See accompanying notes to balance sheet.
<PAGE>
ICON Income Fund Eight A L.P.
(a Delaware Limited Partnership)
Notes to Balance Sheet
May 6, 1998
(1) The Partnership
ICON Income Fund Eight A L.P. (the "Partnership"), was formed on June 9,
1997 as a Delaware Limited Partnership. The initial capitalization of
the Partnership was $2,000. The Partnership will continue until December
31, 2017, unless terminated sooner. The Partnership intends to offer
limited partnership units on a "best efforts" basis to the general
public with the intention of raising up to $75,000,000 of capital. With
the funds raised, the Partnership intends to acquire various types of
equipment and to lease such equipment to third parties and, to a lesser
degree, to enter into secured financing transactions. The General
Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner will acquire
the assets and manage the business of the Partnership.
(2) Capital Contribution
The General Partner has made an initial capital contribution of $1,000,
and the original limited partner has made an initial capital
contribution of $1,000 to the Partnership.
(3) Commitment and Contingencies
The Partnership has not applied for an advance ruling from the Internal
Revenue Service; however, in the opinion of counsel the Partnership will
be classified as a Partnership and not as an association taxable for
U.S. Federal income tax purposes. In the absence of a ruling, there
cannot be assurance that the Partnership will not constitute an
association taxable as a corporation.
<PAGE>
ICON CAPITAL CORP.
Financial Statements
December 31, 1997
(Unaudited)
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
December 31, March 31,
1997 1997
ASSETS
<S> <C> <C>
Cash ............................................................. $ 391,147 $ 292,524
Receivables from related parties - managed income funds .......... 541,985 1,323,502
Receivables from affiliates ...................................... 1,436,620 181,039
Prepaid and other assets ......................................... 241,386 187,687
Deferred charges ................................................. 738,684 379,717
Fixed assets and leasehold improvements, at cost, less accumulated
depreciation and amortization of $1,799,600 and $1,533,265 ..... 684,411 752,472
----------- -----------
Total assets ..................................................... $ 4,034,233 $ 3,116,941
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses ............................ $ 1,322,854 $ 1,225,726
Notes payable - line of credit ................................... 1,300,000 --
Obligations under capital leases ................................. 194,585 196,105
Current and deferred income taxes, net ........................... 274,430 255,176
Deferred management fees - managed income funds .................. 232,000 758,452
----------- -----------
Total liabilities ................................................ 3,323,869 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 .............................................. 1,079,164 1,050,282
----------- -----------
1,810,364 1,781,482
Note receivable from stockholder ................................. (1,100,000) (1,100,000)
----------- -----------
710,364 681,482
----------- -----------
Total liabilities and stockholder's equity ....................... $ 4,034,233 $ 3,116,941
=========== ===========
</TABLE>
<PAGE>
ICON CAPITAL CORP.
STATEMENT OF INCOME
For the Nine Months Ended December 31,
(Unaudited)
1997
Revenues:
Fees - managed income funds ................................ $8,071,539
Management fees - affiliate ................................ 414,084
Lease consulting fees and other ............................ 34,770
Rental income from investment in operating lease ........... --
----------
Total revenues ......................................... 8,520,402
----------
Expenses:
Selling, general and administrative ........................ 6,451,292
Amortization of deferred charges ........................... 390,897
Depreciation and amortization .............................. 270,307
Interest expense ........................................... 31,330
Depreciation - equipment under operating lease ............. --
Interest expense - non-recourse financings ................. --
----------
Total expenses ......................................... 7,143,826
----------
Income before provision for income taxes ................... 1,376,576
Provision for income taxes ................................. 19,254
----------
Net income ................................................. $1,357,322
==========
<PAGE>
ICON CAPITAL CORP.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the Nine Months Ended December 31, 1997 and
the Years Ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
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 ............ -- -- -- 3,793,741 -- 3,793,741
Distributions to Parent -- -- -- (3,633,416) -- (3,633,416)
----------- ----------- ----------- ----------- ----------- -----------
March 31, 1997 ........ 1,500 15,000 716,200 1,050,282 (1,100,000) 681,482
Net income ............ -- -- -- 1,357,322 -- 1,357,322
Distributions to Parent -- -- -- (1,328,440) -- (1,328,440)
----------- ----------- ----------- ----------- ----------- -----------
December 31, 1997 ..... 1,500 $ 15,000 $ 716,200 $ 1,079,164 $(1,100,000) $ 710,364
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
ICON CAPITAL CORP.
STATEMENT OF CASH FLOWS
For the Nine Months Ended December 31,
(unaudited)
1997
Cash flows from operating activities:
Net income .................................................. $ 1,357,322
-----------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization ............................. 270,307
Amortization of deferred charges .......................... 390,897
Rental income paid directly to lender by lessee ........... --
Interest income paid directly to lender by lessee ......... --
Changes in operating assets and liabilities:
Receivables from managed income funds, net of
deferred amounts ..................................... 255,065
Receivables from affiliates ............................ (1,255,581)
Deferred income taxes .................................. 19,254
Prepaid and other assets ............................... (53,699)
Increase in deferred charges ........................... (749,862)
Accounts payable and accrued expenses .................. 97,128
Other .................................................. 32,491
-----------
Total adjustments .................................... (994,000)
Net cash provided by operating activities ................... 363,322
-----------
Cash flows from investing activities:
Purchases of fixed assets and leasehold improvements ........ (198,274)
-----------
Net cash used for investing activities ...................... (198,274)
-----------
Cash flows from financing activities:
Distributions to Parent ..................................... (1,328,440)
Principal payments on notes payable recourse financings ..... --
Proceeds from notes payable - line of credit ................ 1,300,000
Principal payments on capital lease obligations ............. (37,985)
-----------
Net cash used for financing activities ...................... (66,425)
-----------
Net increase in cash ........................................... 98,623
Cash, beginning of period ...................................... 292,524
Cash, end of period ............................................ $ 391,147
===========
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements
December 31, 1997
(unaudited)
(1) Basis of Presentation
The balance sheet of ICON Capital Corp., (the "Company") is unaudited,
however, in the opinion of management, it includes all adjustments
(consisting only of normal recurring accruals) necessary for a fair
statement of financial position. Certain information and footnote
disclosures normally included in a balance sheet 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. This balance sheet should be
read in conjunction with the Company's March 31, 1997 and 1996 audited
consolidated financial statements included elsewhere herein.
(2) Income Fund Fees
The Company is the general partner and manager 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") (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 units 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 $541,985 at December 31,
1997. 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. Effective September 1, 1993, Series A, Series B, and Series 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 Series A, Series B
and Series C received their stated cash distribution rate of return on a
cumulative basis. As a result of the approval of amendments to the Series B
and Series C Partnership Agreements, effective November 15, 1995 and June
19, 1996, Series B and Series C eliminated their obligation to pay the
Company $220,000 and $529,125, respectively in deferred management fees. As
of December 31, 1997, Series 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 December 31, 1997 and
are comprised of $127,000 in deferred fees due from Series B and $105,000
in deferred fees due from Series C.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements (Continued)
December 31, 1997
(unaudited)
(3) Related Party Transactions
The Company earns fees from the Partnerships for the organization and
offering of the Partnership units and for the acquisition, management and
administration of their lease portfolios. Receivables from managed income
funds at December 31, 1997 relate primarily to such fees earned from the
Partnerships.
Under the terms of the Partnership offerings, the Company is entitled to be
reimbursed, from the gross proceeds raised, for the costs of organizing and
offering the Partnerships. The unamortized balance of these costs are
included on the financial statements as deferred charges.
(4) Commitments and Contingencies
The Company has operating leases for office space through the year 2004.
<PAGE>
ICON CAPITAL CORP.
Financial Statements
March 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
ICON Capital Corp.:
We have audited the accompanying balance sheets of ICON Capital Corp. as of
March 31, 1997 and 1996, 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, 1997 and 1996, 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 19, 1997
New York, New York
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
March 31,
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
ASSETS
Cash ............................................................. $ 292,524 $ 114,850
Receivables from related parties -
managed income funds ........................................... 1,323,502 2,023,380
Receivables from affiliates ...................................... 181,039 336,806
Prepaid and other assets ......................................... 187,687 133,588
Deferred charges ................................................. 379,717 302,886
Fixed assets and leasehold improvements, at cost, less accumulated
depreciation and amortization of $1,533,265 and $1,233,331 ..... 752,472 781,058
Investment in equipment under operating leases, at cost,
less accumulated depreciation of $1,079,939 .................... -- 4,260,497
----------- -----------
Total assets ..................................................... $ 3,116,941 $ 7,953,065
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable and accrued expenses ............................ $ 1,225,726 $ 871,770
Deferred management fees - related parties ....................... 758,452 667,824
Deferred income taxes ............................................ 255,176 483,944
Notes payable - recourse financings .............................. 196,105 46,185
Notes payable - non-recourse financing ........................... -- 4,262,185
----------- -----------
Total liabilities ................................................ 2,435,459 6,331,908
----------- -----------
Commitments and contingencies
Stockholder's equity:
14% Cumulative Convertible preferred stock:
$100 par value; authorized 30,000 shares;
none issued .................................................. -- --
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 .............................................. 1,050,282 889,957
----------- -----------
1,781,482 1,621,157
Note receivable from stockholder ................................. (1,100,000) --
----------- -----------
681,482 1,621,157
----------- -----------
Total liabilities and stockholder's equity ....................... $ 3,116,941 $ 7,953,065
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
For the Years Ended March 31,
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Revenues:
Fees - managed income funds .................... $11,517,396 $ 8,862,690
Management fees - affiliate .................... 261,003 --
Lease consulting fees and other ................ 7,819 41,591
----------- -----------
Total revenues ............................ 11,786,218 8,904,281
----------- -----------
Expenses:
Selling, general and administrative ............ 7,174,496 7,982,949
Amortization of deferred charges ............... 484,579 473,484
Depreciation and amortization .................. 319,000 329,121
----------- -----------
Total expenses ............................ 7,978,075 8,785,554
----------- -----------
3,808,143 118,727
----------- -----------
Other Revenue:
Rental income from investment in operating lease 1,541,647 1,009,756
Interest income and other ...................... 104,426 5,803
----------- -----------
1,646,073 1,015,559
----------- -----------
Other Expenses:
Interest expense - non-recourse financings ..... 247,872 333,728
Interest expense - recourse financings ......... 6,818 27,344
Depreciation - equipment under operating lease . 1,293,775 652,704
----------- -----------
1,548,465 1,013,776
----------- -----------
Income before provision for income taxes ....... 3,905,751 120,510
Provision for income taxes .......................... 112,010 74,103
----------- -----------
Net income ..................................... $ 3,793,741 $ 46,407
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
For the Years Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
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 ..................... -- -- -- 3,793,741 -- 3,793,741
Distributions to Parent ........ -- -- -- (3,633,416) -- (3,633,416)
----------- ----------- ----------- ----------- ----------- -----------
March 31, 1997 ................. 1,500 $ 15,000 $ 716,200 $ 1,050,282 $(1,100,000) $ 681,482
=========== =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
For the Years Ended March 31,
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ............................................ $ 3,793,741 $ 46,407
----------- -----------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization ...................... 1,612,775 981,825
Amortization of deferred charges ................... 484,579 473,484
Deferred income taxes .............................. (228,768) 74,103
Rental income paid directly to lender by lessee .... (1,541,647) (1,009,756)
Interest expense paid directly to lenders by lessees 247,872 333,728
Principal payments on litigation settlement ........ -- (55,847)
Changes in operating assets and liabilities:
Receivables from managed income funds, net of
deferred amounts .............................. 790,506 (156,672)
Receivables from affiliates ..................... 155,767 (257,133)
Prepaid and other assets ........................ (54,099) 41,589
Accounts payable and accrued expenses ........... 353,956 371,597
Other ........................................... 4,158 --
----------- -----------
Total adjustments ............................. 1,825,099 796,918
----------- -----------
Net cash provided by operating activities ............. 5,618,840 843,325
----------- -----------
Cash flows from investing activities:
Increase in deferred charges .......................... (561,410) (495,680)
Purchases of fixed assets and leasehold improvements .. (97,279) (157,694)
Investment in Partnership ............................. -- (1,000)
----------- -----------
Net cash used for investing activities ................ (658,689) (654,374)
----------- -----------
Cash flows from financing activities:
Distributions to Parent ............................... (3,633,416) --
Loan to stockholder ................................... (1,100,000) --
Principal payments on notes payable-recourse financings (49,061) (291,407)
----------- -----------
Net cash used for financing activities ................ (4,782,477) (291,407)
----------- -----------
Net increase (decrease) in cash .......................... 177,674 (102,456)
Cash, beginning of year .................................. 114,850 217,306
----------- -----------
Cash, end of year ........................................ $ 292,524 $ 114,850
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements
March 31, 1997
(1) Organization
ICON Capital Corp. (the "Company") was incorporated in 1985. Until August
20, 1996, the Company was owned by Peter D. Beekman, the Company's former
President and Charles Duggan and Cortes DeRussy, the Company's former
Executive Vice Presidents. 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 a joint venture 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"), which was
formed by two of the founders of Griffin Equity Partners, Inc., a U.S.
company engaged in the acquisition of leases and lease portfolios. The
primary activity of the Company is the development, marketing and
management of publicly registered equipment leasing limited partnerships.
The Company also provides 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 of $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, the
newest partnership, 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 Company earned fees from the sale of ICON Cash
Flow Seven units upon its initial closing and will continue to earn fees
thereafter on each subsequent closing. The offering period for ICON Cash
Flow Seven will end 24 months after the Partnership began offering such
units, November 9, 1997.
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) 38,136,456
------------
$220,067,819
============
(1) Gross proceeds raised through June 13, 1997.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(2) Significant Accounting Policies
(a) Significant Accounting Policies
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 fair value of the Company's financial instruments (cash and
receivables) approximate the carry value at March 31, 1997.
(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 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 are earned based
primarily on gross rental payments.
The Company had accounts receivable due from the Partnerships of
$1,323,502 and $2,023,380 at March 31, 1997 and 1996, respectively.
Included in these amounts are receivables of $758,452 and $667,824,
respectively, due from ICON Cash Flow A, ICON Cash Flow B and ICON
Cash Flow C relating to management fees which have been earned, but
deferred since September 1, 1993, as discussed below.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
Under the Partnership agreements, the Company is entitled to
management fees from the Partnerships. Management fees are subordinate
to the preferred cash distributions to limited partners, on a
cumulative basis, during the period of reinvestment. Effective
September 1, 1993, ICON Cash Flow A, ICON Cash Flow B, and ICON Cash
Flow C decreased the monthly distribution rate to limited partners
from the cash distribution rates stated in their prospectuses.
Currently such distribution rates are at an annual rate of 9%. As a
result of the decreased distribution rate, all management fees payable
to the Company related to these entities have been deferred until the
limited partners of ICON Cash Flow A, ICON Cash Flow B and ICON Cash
Flow C have received their stated cash distribution rate of return on
a cumulative basis. Management fees deferred for the period September
1, 1993 to March 31, 1997 totaled $758,452 and were comprised of
$36,263 for ICON Cash Flow A, $127,000 for ICON Cash Flow B and
$595,189 for ICON Cash Flow C. Such amounts are included in
receivables due from managed income funds as well as in deferred
management fees on the March 31, 1997 balance sheet.
Lease Consulting Fees:
The Company earns consulting fees for arranging lease financing
transactions between unrelated third parties. Such fees are recognized
as income when the unrelated third parties consummate the lease
financing transaction.
(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) Investment in Equipment Under Operating Lease
The Company's investment in equipment under operating lease was
recorded at cost and the equipment was being depreciated to estimated
salvage value. Both lease rentals and depreciation were recognized on
the straight line basis over the lease term. The Company, on a
non-recourse basis, financed the purchase of the equipment with a
financial institution. Interest on the related non-recourse financing
was calculated under the interest method. The excess of rental income
over depreciation and related interest expense represents the net
amount earned under this transaction. The lease terminated in fiscal
1997 and a gain of $1,694 was recognized on disposition.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(g) 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 will file stand alone Federal and state income tax returns
for the period April 1, 1996 to August 20, 1996. Thereafter the
Company's activity will be included in the combined Federal and state
income tax returns of Holdings.
(3) Stockholder's Equity
As of March 31, 1997, Holdings had an outstanding demand promissory note
for $1,100,000. The note bears interest at the rate of 18% only in the
event of default. The note is reflected, for financial statement reporting
purposes, as a reduction from stockholders' equity.
(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 income
funds primarily relate to such fees earned from the Partnerships. The
Company also earns a management fee from Securities for the support and
administration of Securities' operations. Receivables from affiliates are
due from entities controlled by Holdings. These receivables relate
primarily to the reimbursement of amounts paid by the Company on behalf of
such entities.
In 1996, pursuant to a proxy solicitation, the limited partners in ICON
Cash Flow B agreed to the following two amendments to their Partnership
Agreement: (1) extend the Reinvestment Period for a maximum of four
additional years, and (2) eliminate ICON Cash Flow B's obligation to pay
the Company $228,906 of the $355,906 in deferred management fees which were
outstanding as of November 15, 1995, the original end of the Reinvestment
Period. The elimination of these fees reduced receivables from related
parties - managed income funds and deferred management fees - related
parties in the same amount. In addition, the remaining $127,000 in deferred
management fees, when paid to the Company, would be returned to ICON Cash
Flow B in the form of an additional capital contribution.
For the year ended March 31, 1997, the Company paid $3,633,416 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.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(6) Income Taxes
The provision (benefit) for income taxes consisted of the following:
1997 1996
---- ----
Current
Federal $ 185,780 $ -
State 154,998 -
Deferred:
Federal (24,563) 46,078
State (204,205) 28,025
----------- ----------
$ 112,010 $ 74,103
=========== ==========
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 liability at March 31, 1997 and 1996
represents the net of deferred tax assets of $91,979 and $620,189,
respectively, and deferred tax liabilities of $347,155 and $1,104,133,
respectively for March 31, 1997 and 1996. Deferred income taxes at March
31, 1997 are primarily the result of temporary differences relating to the
carrying value of fixed assets, equipment under an operating lease, the
investments in the Partnerships, and deferred charges.
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, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
---- ----
Tax Rate Tax Rate
<S> <C> <C> <C> <C>
Federal statutory ......................................... $ 1,327,955 34.00% $ 40,973 34.00%
State income taxes, net of Federal tax effect ............. (32,477) (0.83) 18,497 15.35
Distribution to Parent .................................... (1,235,361) (31.63) -- --
Adjustment to prior year Federal income tax ............... -- -- 12,773 10.60
Meals and entertainment exclusion ......................... 21,979 0.56 11,490 9.53
Effect of graduated rates ................................. -- -- (10,724) (8.90)
Other ..................................................... 29,914 0.77 1,094 0.91
----------- ------ ----------- -----
$ 112,010 2.87% $ 74,103 61.49%
=========== ====== =========== =====
</TABLE>
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(7) Notes Payable - Recourse
Notes payable at March 31, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Note, with imputed interest of 10%, payable in monthly installments of
$5,208 through October 1996
On April 1, 1996 the outstanding obligation was paid in full .............. $ -- $ 35,261
Various obligations under capital leases, payable in monthly
installments through March 2002 ......................................... 196,105 10,924
-------- --------
$196,105 $ 46,185
======== ========
</TABLE>
(8) Investment in Equipment Under Operating Lease
On December 12, 1993, the Company invested $5,340,436 in manufacturing
equipment and leased such equipment to a third party user for a two year
period with rent commencing on January 1, 1994. Rentals were payable
monthly in advance. 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 two year
period of the lease. 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.
Effective January 1, 1996, the lessee renewed the lease and the bank
extended the term of the collateralized non-recourse note. The terms of the
renewal required monthly rentals of $171,294, payable by the lessee in
advance, for two years. Such rental payments continued to be paid directly
to the financial institution to reduce the loan, with interest now
calculated at 8.95%. The lease terminated in fiscal 1997 and a gain of
$1,694 was recognized on disposition.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(9) Commitments and Contingencies
The Company has operating leases for office space through the year 2004.
Rent expense for the years ended March 31, 1997 and 1996 amounted to
$347,990 and $319,000, net of sublease income of $170,602 and $164,879,
respectively. The future minimum rental commitments under non-cancelable
operating leases are due as follows (sublease rental income are all from
short term leases):
Fiscal Year Ending
March 31, Amount
1998 $ 520,683
1999 669,176
2000 503,688
2001 490,817
2002 504,840
Thereafter 1,345,822
----------
$4,035,026
==========
(10) Supplemental Disclosure of Cash Flow Information
During the year ended March 31, 1997 and 1996, the Company paid $6,818 and
$27,344 in interest on recourse financing, respectively.
Certain equipment, which the Company was carrying as investment in
equipment under operating lease, was paid for directly by a financing
institution. In connection with this transaction, the lessee's monthly
installments were remitted directly to the financing institution to service
the Company's non-recourse note payable, which was incurred when the
financing institution paid for the equipment on behalf of the Company. For
the years ended March 31, 1997 and 1996, such payments aggregated
$1,541,647 and $1,009,756, which was comprised of $1,293,775 and $676,028
of principal and $247,872 and $333,728 of interest. The equipment under the
operating lease was sold to the lessee in settling the non-recourse
financing.
For the year ended March 31, 1997, the Company purchased $196,105 in fixed
assets utilizing proceeds from capital lease transactions.
<PAGE>
EXHIBIT A
AGREEMENT OF
LIMITED PARTNERSHIP
<PAGE>
AGREEMENT OF LIMITED PARTNERSHIP OF
ICON INCOME FUND EIGHT(1) L.P.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
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
8.3 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-1
<PAGE>
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
12.10 Reports 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
16.10 Interpretation....................................................... 39
16.11 Successors and Assigns............................................... 39
16.12 Waiver of Action for Partition....................................... 39
Section 17. DEFINITIONS.......................................................... 39
</TABLE>
A-2
<PAGE>
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND EIGHT(1) L.P.
This Agreement of Limited Partnership, dated as of ______________ (this
"Agreement"), is made and entered into by and among ICON Capital Corp., a
Connecticut corporation ("ICON"), as general partner (hereinafter referred to as
the "General Partner"), Thomas W. Martin, as the original limited partner (the
"Original Limited Partner"), and such additional Limited Partners as may be
admitted to the Partnership upon the Initial Closing Date or any subsequent
Closing Date pursuant to the terms hereof; such additional Limited Partners
hereinafter each referred to as a "Limited Partner" and collectively referred to
as the "Limited Partners"; and the General Partner and the Limited Partners
hereinafter occasionally referred to collectively as the "Partners").
WITNESSETH:
WHEREAS, ICON Income Fund Eight(1) L.P., a Delaware Limited Partnership
(the "Partnership") was formed as a Delaware limited partnership pursuant to a
Certificate of Limited Partnership, dated as of _____________, and filed on
____________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, 1998(2) 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,
1998(2)].
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
A-3
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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,
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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.
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(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.
(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.
(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).
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(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.
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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.
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(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 have
the right to accept or refuse to accept, in its sole and absolute discretion,
the admission of any Limited Partner (including any Substitute Limited Partner
and the General Partner and any Affiliate of the General Partner) to the
Partnership; provided, however, that the General Partner shall not admit any
Person as a Limited Partner (except the Original Limited Partner) unless:
(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;
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(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.
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(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
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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:
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(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 zwith 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
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insurance proceeds) in new Investments. In addition, in connection with any
agreement entered into by the Partnership with the General Partner or any such
Affiliate, no rebates or "give-ups" may be received by the General Partner or
any such Affiliate, nor may the General Partner or any such Affiliate
participate in any reciprocal business arrangements that could have the effect
of circumventing any of the provisions of this Agreement. Neither the General
Partner nor any Affiliate shall, directly or indirectly, pay or award any
commissions or other compensation to any Person engaged by a potential investor
as an investment advisor as an inducement to such Person to advise such
potential investor of interests in a particular Program; provided, however, that
this Section 6.2(i) shall not prohibit the payment to any such Person of the
Underwriting Fees and Sales Commissions otherwise in accordance with the terms
of this Agreement.
(j) Transactions with the General Partner.
The General Partner and its Affiliates (including programs sponsored by
the General Partner or its Affiliates) will not buy or lease Equipment from, or
sell or lease Equipment to, the Partnership except as provided by this Section
6.2(j) and by Section . The General Partner and its Affiliates (other than
programs sponsored by the General Partner or its Affiliates) shall be permitted
to make acquisitions of Equipment for the Partnership (and assume loans in
connection therewith), provided that (a) such acquisitions are in the best
interests of the Partnership, (b) no benefit arises out of such acquisitions to
the General Partner or its Affiliates by the Partnership), (c) such Equipment
generally is not held by the General Partner or any such Affiliate for more than
six months (provided, however, that with respect to unspecified Equipment, the
General Partner or its Affiliates shall not intend to hold such Equipment for
more than one hundred and twenty (120) days (but in no event more than six
months) prior to the transfer to the Partnership, and (d) there is no difference
in interest terms of the loans secured by the Equipment at the time acquired by
the General Partner or any such Affiliate and at the time acquired by the
Partnership. The General Partner or any Affiliate thereof (other than programs
sponsored by the General Partner or its Affiliates) may sell such Equipment to
the Partnership at a price equal to the sum of its cost for such Equipment and
any acquisition costs relating to the prospective selection and acquisition of
or investment in such Equipment (including, but not limited to, legal fees and
expenses, travel and communication expenses, cost of appraisal, commissions,
accounting fees and other related costs) paid by it with respect to such
Equipment.
(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 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
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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
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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.
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(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.
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The General Partner shall be required to devote only such time to the
affairs of the Partnership as the General Partner shall, in its sole and
absolute discretion, determine in good faith to be necessary for the business
and operations of the Partnership.
The General Partner and any Affiliate of the General Partner may engage
in, or possess an interest in, business ventures (other than the Partnership) of
every kind and description, independently or with others, including, but not
limited to, serving as sponsor or general partner of other Programs and
participating in the equipment leasing and financing businesses, whether or not
such business ventures may be competitive with the business or Investments of
the Partnership. Neither the Partnership nor any Limited Partner shall have any
rights in and to such independent ventures or the income or profits therefrom by
reason of the General Partner's position with the Partnership.
Neither the General Partner nor any Affiliate of the General Partner shall
be obligated to present any particular investment opportunity to the
Partnership, and the General Partner and each such Affiliate shall have the
right, subject only to the provisions of the next following paragraph, to take
for its own account (individually or otherwise), or to recommend to any
Affiliated Entity (including the Partnership), any particular investment
opportunity, considering, among other things, the following factors with respect
to itself and each Affiliated Entity:
(a) its own and each Affiliated Entity's general investment objectives and
policies, including, without limitation, cash distribution objectives and
leverage policies;
(b) its own and each Affiliated Entity's existing portfolio, including the
diversification thereof (by type of equipment, by length of lease term, by
industry and by geographic area) and the effect the making of such
investment would have thereon;
(c) the cash available to it and to each Affiliated Entity for the purpose
of making such investment and the length of time such funds have been
available;
(d) its own and each Affiliated Entity's current and long-term
liabilities; and
(e) the estimated income tax consequences of such investment to it and
each Affiliated Entity and to the individual investors participating
therein.
Any conflicts in determining and allocating Investments between the General
Partner and Affiliates on the one hand and the Partnership will be resolved by
the Investment Committee, which will evaluate the suitability of all prospective
lease acquisitions and Financing Transactions for investment by the Partnership
before it makes a decision about the suitability of the opportunity for the it's
own portfolio. In general, the General Partner intends to apply the following
criteria and the prospective transaction is expected to be considered for the
General Partner's own portfolio only if:
(a) The required cash investment is greater than the cash available for
investment by the Partnership;
(b) The amount of debt is above levels deemed acceptable for the
Partnership;
(c) The equipment type is not appropriate to the Partnership's objectives,
which include, among others, the avoidance of concentration of exposure to
any one class of equipment;
(d) The lessee credit quality does not satisfy the Partnership's objective
of maintaining a high-quality portfolio with low credit losses while
avoiding a concentration of exposure to any individual lessee or borrower;
(e) The term remaining exceeds the liquidation period guidelines
established in the Partnership Agreement;
(f) The available cash flow (or lack thereof) is not commensurate with the
Partnership's need to make certain distributions during the Reinvestment
Period (as defined);
(g) The transaction structure, particularly with respect to the
end-of-lease options governing the equipment, does not provide the
Partnership with the residual value opportunity commensurate with the
total return requirements of the Partnership; and
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(h) The transaction does not comply with the terms and conditions of the
Partnership Agreements.
If, considering such factors and any other appropriate factors, the
General Partner determines that any investment opportunity would be equally
suitable for various Affiliated Entities, the General Partner shall make such
investment opportunity available to such Affiliated Entities on a rotation
basis, with the order of priority determined by the date of each Affiliated
Entity's initial closing.
Notwithstanding the foregoing, until all Capital Contributions have been
invested or committed to investment in Investments and Reserves, used to pay
permitted Front-End Fees or returned to the Limited Partners (as provided in
Section 8.7, below), the General Partner and each Affiliate of the General
Partner shall present to the Partnership first, before any other Affiliated
Entity (including any Affiliated Entity that the General Partner or any such
Affiliate advises or manages), the opportunity to purchase any Investment
meeting the investment objectives and policies of the Partnership, other than a
Lease relating to:
(i) used equipment previously leased by the General Partner or any such
Affiliate to third parties that becomes available for re-lease;
(ii) groups of items of equipment to be leased on terms providing various
cost recovery terms for various items, where the Partnership may not, in
accordance with this Agreement, purchase all items in the group;
(iii) equipment to be leased to a third party on favorable terms, from a
cost recovery viewpoint, subsequent to the lease by the General Partner or
its Affiliates to the same third party of other items of equipment on
substantially less favorable terms;
(iv) equipment as to which a prospective or existing lessee indicates to
the General Partner or its Affiliate that it will not lease or continue to
lease through the General Partner or such Affiliate unless the General
Partner or such Affiliate acquires and retains such equipment in its own
equipment portfolio; or
(v) equipment subject to a lease that by its terms is not assignable to an
entity such as the Partnership (leases that permit assignment to a
"financial institution" shall not, without more, be deemed assignable to
the Partnership).
In the event of a conflict between two or more Affiliated Entities
(including the Partnership) that are advised or managed by the General Partner
and that are seeking to re-lease or sell similar equipment contemporaneously,
the first opportunity to re-lease or sell equipment shall generally be allocated
to the Affiliated Entity attempting to re-lease or sell equipment that was
subject to the lease that expired first or, if two or more leases expire
simultaneously, the lease which was first to take effect; provided, however,
that the General Partner may, in its discretion, otherwise provide opportunities
to re-lease or sell equipment if such equipment is subject to remarketing
commitments or if there are other circumstances, in the General Partner's
judgment, under which the withholding of such an opportunity would be
inequitable or uneconomic for a particular Affiliated Entity.
If the financing available from time to time to two or more Affiliated
Entities (including the Partnership) is less than the aggregate amount then
sought by them, the available financing shall generally be allocated to the
investment entity that has been seeking financing the longest.
Nothing in this Section 6.5 shall be deemed to diminish the General
Partner's overriding fiduciary obligation to the Partnership or to act as a
waiver of any right or remedy the Partnership or other Partners may have in the
event of a breach of such obligation.
Section 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.
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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;
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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.
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(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:
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(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.
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(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
(iii) 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.
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(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
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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 Investments acquired by the Partnership
prior to the effective date of the withdrawal of the General Partner shall
remain payable to the General Partner notwithstanding any such withdrawal as and
when the Partnership receives the Cash Flow from such Investments creating the
obligation to pay such Management Fees and in the event that the General Partner
pledges 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 Investments acquired by the Partnership prior to the
effective date of the withdrawal of the General Partner shall remain payable to
the General Partner notwithstanding any such withdrawal as and when the
Partnership receives the Cash Flow from such Investments creating the obligation
to pay such Management Fees and in the event that the General Partner pledges
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
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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:
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(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
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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.
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(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;
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(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.
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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.
(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 such Limited Partner's expense, during normal business
hours upon reasonable advance written notice to the General Partner, which
notice shall specify the date and time of the intended visit and identify with
reasonable specificity the documents which such Limited Partner or its
representative will wish to examine or copy or both.
(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 in good faith believes that the actual purpose and reason
for a request for a copy of the Participant List is to secure such List for the
purpose of the sale, reproduction or other use thereof for a commercial purpose
other than in the interest of the Limited Partner relative to the affairs of the
Partnership. In connection with any such request, the General Partner will
require the Limited Partner requesting the Participant List to certify that the
List is not being requested for a commercial purpose unrelated to such Limited
Partner's interest in the Partnership. The remedies provided under this Section
12.2 to Limited Partners requesting copies of the Participant List are in
addition to, and shall not in any way limit, other remedies available to Limited
Partners under federal law or the laws of any state.
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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;
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(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.
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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
(iv) 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
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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
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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
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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:
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(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;
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(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
(1) A and B
(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.
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.
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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
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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.
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"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
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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 Appendix F to Article III of the NASD Rules of Fair Practice].
"Effective Date" means the date the Registration Statement is declared
effective by the Commission.
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"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
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(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.
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"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,
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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).
(1) A and B
A-48
<PAGE>
"Payout" means the time when the aggregate amount of cash distributions
(from whatever sources) to a Limited Partner equals the amount of such
Limited Partner's Capital Contribution plus an amount equal to an eight
(8%) percent annual cumulative return on such Capital Contribution,
compounded daily from a date not later than the last day of the calendar
quarter in which such Capital Contribution is made (determined by treating
distributions actually made to a Limited Partner as first being applied to
satisfy such 8% return on capital which has accrued and has not been paid
and applying any excess distributions as a return of such Limited
Partner's Capital Contribution). Income earned on escrowed funds and
distributed to Limited Partners may be used to satisfy the cumulative
return requirement.
"Permitted Investment" means an investment in any of (a) certificates of
deposit or savings or money-market accounts insured by the Federal Deposit
Insurance Corporation of banks located in the United States; (b)
short-term debt securities issued or guaranteed by the United States
Government or its agencies or instrumentalities, or bank repurchase
agreements collateralized by such United States Government or agency
securities, (c) other highly liquid types of money-market investments.
"Person" shall mean any natural person, partnership, trust, corporation,
association or other legal entity, including, but not limited to, the
General Partner and any Affiliate of the General Partner.
"Prior Program" means any Program previously sponsored by the General
Partner or any Affiliate of the General Partner.
"Prior Public Programs" means ICON Cash Flow Partners, L.P., Series A,
ICON Cash Flow Partners, L.P., Series B, ICON Cash Flow Partners, L.P.,
Series C, ICON Cash Flow Partners, L.P., Series D, and ICON Cash Flow
Partners, L.P., Series E, ICON Cash Flow Partners L.P. Six and ICON Cash
Flow Partners L.P. Seven.
"Profits" or "Losses" means, for any Fiscal Year, the Partnership's
taxable income or loss for such Fiscal Year, determined in accordance with
Code section 703(a) (for this purpose, all items of income, gain, loss or
deduction required to be stated separately pursuant to Code section
703(a)(1) shall be included in taxable income or loss), with the following
adjustments:
(a) Any income of the Partnership that is exempt from federal income tax
and not otherwise taken into account in computing Profits or Losses shall
be applied to increase such taxable income or reduce such loss;
(b) any expenditure of the Partnership described in Code section
705(a)(2)(B), or treated as such pursuant to Treas. Reg. 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
A-49
<PAGE>
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.
A-50
<PAGE>
"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
A-51
<PAGE>
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
A-52
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Program
(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 December 31, 1997
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Manufacturing & Production $0 $198,530 $198,530
Computer Systems 5,018 188,041 193,059
Retail Systems 39,888 59,906 99,794
Copiers 53,149 0 53,149
Telecommunications 0 41,535 41,535
Printing 0 33,033 33,033
Material Handling 0 27,258 27,258
Video Production 0 16,975 16,975
Medical 0 12,962 12,962
--------------- --------------- --------------
$98,055 $578,240 $676,295
=============== =============== ==============
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(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 December 31, 1997
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Telecommunications $833,501 $93,263 $926,764
Restaurant Equipment 618,000 117,121 735,121
Manufacturing & Production 217,519 356,053 573,572
Computer Systems 41,586 444,933 486,519
Office Furniture&Fixtures 68,406 377,669 446,075
Retail Systems 119,662 47,457 167,119
Video Production 21,919 115,372 137,291
Printing 117,056 10,493 127,549
Medical 89,861 0 89,861
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
--------------- --------------- --------------
$2,183,286 $1,628,005 $3,811,291
=============== =============== ==============
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(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 December 31, 1997
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Restaurant Equipment $1,255,432 $72,416 $1,327,848
Retail Systems 1,240,599 26,510 1,267,109
Computer Systems 1,006,121 147,542 1,153,663
Office Furniture&Fixtures 623,720 409,096 1,032,816
Manufacturing & Production 232,654 369,140 601,794
Printing 0 237,459 237,459
Medical 104,243 81,789 186,032
Video Production 83,067 65,815 148,882
Telecommunications 45,534 76,944 122,478
Construction 42,157 28,878 71,035
Automotive 37,509 28,051 65,560
Copiers 0 50,566 50,566
--------------- --------------- --------------
$4,671,036 $1,594,206 $6,265,242
=============== =============== ==============
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(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 December 31, 1997
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
--------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Manufacturing & Production $13,480,370 $427,519 $13,907,889
Computer Systems 11,176,565 437,728 11,614,293
Aircraft 6,819,250 983,333 7,802,583
Restaurant Equipment 918,303 787,696 1,705,999
Office Furniture&Fixtures 1,115,864 122,396 1,238,260
Telecommunications 377,395 137,493 514,888
Medical 340,812 33,986 374,798
Retail Systems 314,934 11,661 326,595
Miscellaneous 81,279 87,602 168,881
Printing 21,397 87,342 108,739
Video Production 8,668 91,466 100,134
Sanitation 0 10,113 10,113
--------------- --------------- --------------
$34,654,837 $3,218,335 $37,873,172
=============== =============== ==============
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(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 December 31, 1997
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Manufacturing & Production $ 19,705,465 $ 1,263,129 $ 20,968,594
Aircraft 18,053,706 702,508 18,756,214
Retail Systems 10,842,820 241,531 11,084,351
Computer Systems 6,015,357 2,270,681 8,286,038
Restaurant Equipment 4,719,237 1,600,207 6,319,444
Telecommunications 3,867,355 780,244 4,647,599
Office Furniture&Fixtures 2,737,091 1,764,497 4,501,588
Material Handling 1,591,994 90,516 1,682,510
Medical 652,478 309,163 961,641
Printing 405,700 369,489 775,189
Video Production 151,416 512,800 664,216
Mining Equipment 0 558,796 558,796
Automotive 215,245 305,945 521,190
Construction 144,888 316,196 461,084
Audio 176,271 274,296 450,567
Miscellaneous 158,834 118,450 277,284
Copiers 90,152 29,743 119,895
Office Equipment 16,242 20,008 36,250
--------------- --------------- --------------
$ 69,544,251 $ 11,528,199 $ 81,072,450
=============== =============== ==============
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(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 December 31, 1997 pursuant
to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Aircraft $ 36,659,753 $ 0 $ 36,659,753
Computer Systems 15,736,768 958,088 16,694,856
Manufacturing & Production 14,883,814 1,253,654 16,137,468
Telecommunications 14,177,470 186,024 14,363,494
Printing 2,005,933 121,180 2,127,113
Restaurant Equipment 915,356 357,489 1,272,845
Office Furniture&Fixtures 850,044 242,714 1,092,758
Medical 0 948,076 948,076
Retail Systems 576,780 116,973 693,753
Miscellaneous 262,820 79,168 341,988
Material Handling 129,488 185,734 315,222
Video Production 94,324 0 94,324
--------------- --------------- --------------
$ 86,292,550 $ 4,449,100 $ 90,741,650
=============== =============== ==============
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(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 December 31, 1997 pursuant
to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Aircraft $ 66,610,001 $0 $ 66,610,001
Manufacturing & Production 26,420,364 51,484 26,471,848
Computer Systems 26,441,603 0 26,441,603
Vessels 26,383,364 0 26,383,364
Telecommunications 21,142,596 47,252 21,189,848
Retail Systems 20,917,360 32,353 20,949,713
Material Handling 4,554,815 0 4,554,815
Miscellaneous 3,710,718 55,754 3,766,472
Office Furniture&Fixtures 2,580,631 581,217 3,161,848
Office Equipment 2,764,522 0 2,764,522
--------------- --------------- --------------
$ 201,525,974 $ 768,060 $ 202,294,034
=============== =============== ==============
</TABLE>
<PAGE>
EXHIBIT B
PRIOR PERFORMANCE TABLES
FOR THE PRIOR PUBLIC PROGRAMS
<PAGE>
Prior Performance Tables
The following unaudited tables disclose certain information relating to
the performance, operations and investment for seven of the General Partner's
previous publicly-offered income-oriented programs, ICON Cash Flow Partners,
L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series
B"), ICON Cash Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow
Partners, L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E
("Series E"), ICON Cash Flow Partners L.P. Six ("LP Six") and ICON Cash Flow
Partners L.P. Seven ("LP Seven"), collectively the "Prior Public Programs").
Purchasers of the Units of limited partnership interest in ICON Income Fund
Eight (the "Partnership") being offered by this Prospectus will not acquire any
ownership interest in any of the Prior Public Programs and should not assume
that they will experience investment results or returns, if any, comparable to
those experienced by investors in the Prior Public Programs.
Additional information concerning the Prior Public Programs will be
contained in Form 10-K Annual Reports for each such Program which may be
obtained (after their respective filing dates) without charge by contacting ICON
Capital Corp., 600 Mamaroneck Avenue, Harrison, New York 10528-1632. Such Form
10-K Annual Reports will also be available upon request at the office of the
Securities and Exchange Commission, Washington, D.C. The results of the Prior
Public Programs should not be considered indicative of the likely results of the
Partnership. Moreover, the information presented below should not be considered
indicative of the extent to which the Prior Public Programs will achieve their
objectives, because this will in large part depend upon facts which cannot now
be determined or predicted.
See "Other Offerings By the General Partner and Its Affiliates" in this
Prospectus for a narrative discussion of the general investment objectives of
the Prior Public Programs and a narrative discussion of the data concerning the
Prior Public Programs contained in these Tables. Additionally, see Table VI
"Acquisition of Equipment by the Prior Public Programs" which is contained as an
Exhibit to the Registration Statement, as amended, of which this Prospectus is a
part.
Table Description Page
I Experience in Raising and Investing Funds B-2
II Compensation to the General Partner and Affiliates B-4
III Operating Results of Prior Public Programs
* Series A B-5
* Series B B-7
* Series C B-9
* Series D B-11
* Series E B-13
* LP Six B-15
* LP Seven B-17
IV Results of Completed Prior Public Programs (None) B-19
V Sales or Disposition of Equipment by Prior Public Programs
* Series A B-20
* Series B B-23
* Series C B-30
* Series D B-34
* Series E B-38
* LP Six B-45
* LP Seven
B-1
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information, as of December 31, 1997,
concerning the experience of the General Partner in raising and investing
limited partners' funds in its Prior Public Programs:
<TABLE>
<CAPTION>
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 $132,771,421
=========== =========== =========== ============
Acquisition fees paid to General Partner
and its affiliates $ 206,710 $ 2,219,998 $ 2,396,810 $ 4,539,336
=========== =========== =========== ============
Equipment acquisition costs as a percentage of
amount raised:
Purchase price 81.84% 82.23% 82.70% 82.19%
Acquisition fees paid to General Partner
or its Affiliates 2.66 3.27 3.30 3.31
------------ ----------- ----------- -----------
Percent invested 84.5% 85.5% 86.0% 85.5%
============ =========== =========== ===========
Percent leveraged (non-recourse debt
financing divided by total purchase price) 55.31% 70.28% 71.67% 53.45%
Date offering commenced 1/9/87 7/18/89 12/7/90 8/23/91
Original offering period (in months) 24 18 18 18
Actual offering period (in months) 24 17 7 10
Months to invest 90% of amount available for
investment (measured from the beginning of
offering) 24 18 10 4
</TABLE>
B-2
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information, as of December 31, 1997,
concerning the experience of the General Partner in raising and investing
limited partners' funds in its Prior Public Programs:
<TABLE>
<CAPTION>
Series E L.P. Six L.P. Seven
--------------------- --------------------- ---------------------
<S> <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% 56,146,782(1) 100.0%
Less: Offering expenses:
Selling commissions 6,104,115 10.0% 3,838,571 10.0% 5,614,678 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 2,136,440 3.5% 1,343,500 3.5% 1,684,403 3.0%
Reserves 610,412 1.0% 383,857 1.0% 561,468 1.0%
----------- ----- ------------ ----- ------------ -----
Offering proceeds available for investment $52,190,184 85.5% $ 32,819,784 85.5% $ 48,286,233 86.0%
=========== ===== ============ ===== ============ =====
Debt proceeds $118,174,329 $110,105,846 $157,212,694
============ ============ ============
Total equipment acquired $223,887,695 $154,820,300 $210,568,213
============ ============ ============
Acquisition fees paid to General Partner
and its affiliates $ 7,021,906 $ 4,390,033 $ 6,101,583
============ ============ ============
Equipment acquisition costs as a percentage of
amount raised:
Purchase price 82.46% 82.74% 83.18%
Acquisition fees paid to General Partner
or its Affiliates 3.04 2.76 2.82
------------ ------------ ------------
Percent invested 85.5% 85.5% 86.0%
=========== ============ ============
Percent leveraged (non-recourse debt
financing divided by total purchase price) 52.78% 71.12% 74.66%
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 26 (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 May 21, 1998, L.P. Seven had raised an aggregate dollar amount
of $80,269,176. The offering period for L.P. Seven will end no later than
November 8, 1998, 36 months after the Partnership began offering such
units.
B-3
<PAGE>
TABLE II
Compensation to the General Partner and Affiliates
(unaudited)
The following table sets forth certain information, as of December 31, 1997,
concerning the compensation derived by the General Partner and its affiliates
from its Prior Public Programs:
<TABLE>
<CAPTION>
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 $56,146,782
=========== =========== =========== =========== =========== =========== ===========
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 $ 1,122,936
=========== =========== =========== =========== =========== =========== ===========
Organization and offering
reimbursements ................. $ 100,180 $ 900,000 $ 600,000 $ 1,400,000 $ 2,136,440 $ 1,343,500 $ 1,684,403
=========== =========== =========== =========== =========== =========== ===========
Acquisition fees ................. $ 206,710 $ 2,219,998 $ 2,396,810 $ 4,539,336 $ 7,021,906 $ 4,390,033 $ 6,101,583
=========== =========== =========== =========== =========== =========== ==========
Dollar amount of cash generated
from operations
before deducting such
payments/accruals to the
General Partner and Affiliates ... $ 4,857,066 $21,254,420 $21,920,918 $38,102,340 $95,747,275 $36,493,416 $ 3,829,229
=========== =========== =========== =========== =========== =========== ===========
Amount paid or accrued to
General Partner and Affiliates:
Management fee ................... $ 307,879 $ 2,782,287 $ 2,685,205 $ 4,399,895 $ 6,149,513 $3,131,031 $ 1,786,829
=========== =========== =========== =========== =========== ========== ===========
Administrative expense
reimbursements ................. $ 108,036 $ 684,831 $ 554,240 $ 1,592,429 $ 3,220,778 $1,578,001 770,128
=========== =========== =========== =========== =========== ========== ===========
</TABLE>
(1) L.P. Seven began offering its units to suitable investors on November 9,
1995. As of May 21, 1998, L.P. Seven had raised an aggregate dollar amount
of $80,269,176. The offering period for L.P. Seven will end no later than
November 8, 1998, 36 months after the Partnership began offering such
units.
B-4
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A
(unaudited)
The following table summarizes the operating results of Series A. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues ................................................. $ 40,359 $ 53,041 $ 128,935 $ 188,148 $ 317,069 $ 279,699
Net gain on sales or remarketing of equipment ........ 82,576 142,237 74,970 87,985 118,143 14,608
--------- --------- --------- --------- --------- ---------
Gross revenue ........................................ 122,935 195,278 203,905 276,133 435,212 294,307
Less:
General and administrative ........................... 34,565 32,252 36,641 34,468 32,040 24,601
Interest expense ..................................... 7,875 15,092 39,350 63,423 84,324 81,976
Administrative expense reimbursement -
General Partner .................................... 4,521 7,133 9,690 11,404 4,125 --
Management fees - General Partner .................... 2,553 4,055 5,951 13,607 36,261 39,297
Provision for (reversal of) bad debts (2) ............ (17,000) -- 10,000 33,500 87,551 133,569
Depreciation expense ................................. -- -- 18,236 46,330 97,179 91,244
Amortization of initial direct costs ................. -- -- -- 27 686 4,129
--------- --------- --------- --------- --------- ---------
Net income (loss) - GAAP ................................. $ 90,421 $ 136,746 $ 84,037 $ 73,374 $ 93,046 $ (80,509)
========= ========= ========= ========= ========= =========
Net income (loss) - GAAP - allocable to
limited partners ..................................... $ 85,900 $ 129,909 $ 79,835 $ 69,705 $ 88,394 $ (76,484)
========= ========= ========= ========= ========= =========
Taxable income from operations (1) ....................... 62,818 198,523 $ 94,532 $ 111,397 130,892 $ 216,617
========= ========= ========= ========= ========= =========
Cash generated from operations ........................... $ 109,929 $ 210,327 $ 268,467 $ 301,679 $ 382,184 $ 499,383
Cash generated from sales equipment ...................... 112,356 202,787 136,363 216,200 490,078 72,608
Cash generated from refinancing .......................... -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Cash generated from operations, sales and
refinancing .......................................... 222,285 413,114 320,793 517,879 872,262 571,991
Less:
Cash distributions to investors from operations,
sales and refinancing .............................. 225,405 225,405 225,533 233,651 356,915 385,108
Cash distributions to General Partner from
operations, sales and refinancing .................. 11,863 11,863 11,867 12,297 18,785 20,269
--------- --------- --------- --------- --------- ---------
Cash generated from (used by) operations, sales
and refinancing after cash distributions ............. $ (14,983) $ 175,846 $ 83,393 $ 271,931 $ 496,562 $ 166,614
========= ========= ========= ========= ========= =========
</TABLE>
B-5
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A (Continued)
(unaudited)
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<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) ............... $ 23.82 $ 37.65 $ 35.86 $ 42.25 $ 49.65 $ 82.17
======== ========= ========= ========= ========== ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income .............................. $ 34.30 $ 38.13 $ 31.88 $ 27.83 $ 35.29 --
Return of capital .............................. $ 55.70 $ 51.87 $ 58.18 $ 65.46 $ 107.22 $ 153.77
Source (on Cash basis)
-Operations .................................... $ 43.89 $ 83.98 $ 90.06 $ 93.29 $ 142.51 $ 153.77
-Sales ......................................... $ 44.87 $ 6.02 -- -- -- --
-Refinancing ................................... -- -- -- -- -- --
-Other ......................................... $ 1.24 -- -- -- -- --
Weighted average number of limited partnership
($500) units outstanding 5,009 5,009 5,009 5,009 5,009 5,009
======== ========= ========= ========= ========== ==========
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
B-6
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B
(unaudited)
The following table summarizes the operating results of Series B. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenue ...........................................$ 333,775 $ 342,739 $ 715,841 $ 1,327,962 $ 2,526,762 $ 4,569,135
Net gain on sales or remarketing
of equipment .................................. 228,875 176,924 480,681 288,714 185,542 74,302
----------- ----------- ----------- ----------- ----------- -----------
Gross revenue ................................... 562,650 519,663 1,196,522 1,616,676 2,712,304 4,643,437
Less:
Interest expense ................................ 106,868 45,619 182,419 612,643 1,285,458 2,164,581
General and administrative ...................... 59,847 102,721 102,334 102,444 120,094 55,188
Administrative expense reimbursement
- General Partner 39,609 50,841 85,848 153,287 38,467 --
Management fees - General Partner (4) ........... -- (228,906) 84,811 151,316 517,107 727,931
Depreciation expense ............................ -- -- 54,799 106,001 244,819 1,070,890
Amortization of initial direct costs ............ -- 4 33,433 100,949 255,570 507,241
Provision for bad debts (2) ..................... -- -- 25,000 -- 20,000 8,734
Write down of estimated residual values (3) ..... -- -- -- -- -- 506,690
----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) - GAAP ..........................$ 356,326 $ 549,384 $ 627,878 $ 390,036 $ 230,789 $ (397,818)
=========== =========== =========== =========== =========== ===========
Net income (loss) - GAAP - allocable to
limited partners ................................$ 352,763 $ 543,890 $ 621,599 $ 386,136 $ 228,461 $ (393,840)
=========== =========== =========== =========== =========== ===========
Taxable income from operations (1) ................$ 44,995 $ 740,381 $ 2,363,289 $ 475,707 $ 103,180 $ 140,974
=========== =========== =========== =========== =========== ===========
Cash generated from operations ....................$ 879,014 $ 1,002,547 $ 999,015 $ 800,648 $ 2,434,478 $ 3,238,479
Cash generated from sales ......................... 544,232 600,737 2,148,030 3,443,168 1,129,325 741,775
Cash generated from refinancing ................... 1,500,000 -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing ..................................... 2,923,246 1,603,284 3,147,045 4,243,816 3,563,803 3,980,254
Less:
Cash distributions to investors from operations,
sales and refinancing ......................... 1,798,200 1,798,200 1,799,763 1,800,000 2,466,667 2,800,000
Cash distributions to General Partner from
operations, sales and refinancing ............. 18,164 18,164 18,180 18,182 24,917 28,283
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales
and refinancing after cash distributions ........$ 1,106,882 $ (213,080) $1,329,10 $ 2,425,634 $ 1,072,219 $ 1,151,971
=========== =========== ========= =========== =========== ===========
</TABLE>
B-7
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B (Continued)
(unaudited)
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<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) .............. $ 2.23 $ 36.69 $ 116.99 $ 23.55 $ 5.11 $ 6.98
========= ========= ========== ========= ========== ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income ............................. $ 17.73 $ 27.23 $ 31.08 $ 19.31 $ 11.42 --
Return of capital ............................. $ 72.27 $ 62.78 $ 58.92 $ 70.69 $ 111.91 $ 140.00
Source (on Cash basis)
-Operations ................................... $ 44.00 $ 50.18 $ 49.96 $ 39.63 $ 120.50 $ 140.00
-Sales ........................................ $ 27.24 $ 30.07 $ 40.04 $ 50.37 $ 2.83 --
-Refinancing .................................. $ 18.76 -- -- -- -- --
-Other ........................................ -- $ 9.75 -- -- -- --
Weighted average number of limited partnership
($100) units outstanding 199,800 199,800 199,986 200,000 200,000 200,000
========= ========= ========== ========= ========== ==========
</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.
B-8
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C
(unaudited)
The following table summarizes the operating results of Series C. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues ..................................... $ 455,472 $ 659,218 $ 964,104 $ 1,775,547 $ 3,203,141 $ 6,146,119
Net gain on sales or remarketing of
equipment ................................ 175,860 511,331 95,250 361,407 101,463 43,020
----------- ----------- ----------- ----------- ----------- -----------
Gross revenue .............................. 631,332 1,170,549 1,059,354 2,136,954 3,304,604 6,189,139
Less:
General and administrative ................. 60,248 37,247 107,419 104,307 133,274 354,559
Administrative expense reimbursement -
General Partner .......................... 59,126 93,494 130,482 174,261 78,969 --
Interest expense ........................... 4,888 16,809 253,143 920,433 1,715,520 3,510,307
Management fees - General Partner .......... (471,463) 92,360 128,533 171,135 695,662 969,667
Amortization of initial direct costs ....... -- 6,912 38,892 154,879 427,625 865,051
Depreciation expense ....................... -- -- -- 224,474 393,185 694,933
Provision for/(reversal of) bad debt (2) ... -- -- -- 141,000 (90,000) 135,000
Write down of estimated residual values (3) -- -- -- -- -- 1,412,365
---------- ----------- ----------- ----------- ----------- -----------
Net income (loss) - GAAP ..................... $ 978,533 $ 923,727 $ 400,885 $ 246,645 $ (49,631) $(1,752,743)
=========== =========== =========== =========== =========== ===========
Net income (loss) - GAAP - allocable to
limited partners ........................... $ 968,748 $ 914,490 $ 396,876 $ 244,000 $ (49,135) $(1,735,216)
=========== =========== =========== =========== =========== ===========
Taxable income (loss) from operations (1) .... $ 274,376 $ 1,768,103 $ (649,775) $(3,611,476) $ 1,780,593 $ 1,722,134
=========== =========== =========== =========== =========== ===========
Cash generated from operations ............... $ 2,038,710 $ 1,987,290 $ 391,072 $ 2,854,887 $ 2,694,348 $ 2,861,889
Cash generated from sales .................... 621,621 1,289,421 3,058,969 1,665,032 1,266,452 245,274
Cash generated from refinancing .............. -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing ................................ 2,660,331 3,276,711 3,450,041 4,519,919 3,960,800 3,107,163
Less:
Cash distributions to investors from
operations sales and refinancing.......... 1,784,993 1,786,992 1,796,363 1,799,100 2,466,667 2,800,000
Cash distributions to General Partner from
operations, sales and refinancing ........ 18,030 18,050 18,144 18,173 24,916 28,283
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing after cash distributions ....... $ 857,308 $ 1,471,669 $ 1,635,534 $ 2,702,646 $ 1,469,217 $ 278,880
=========== =========== =========== =========== =========== ===========
</TABLE>
B-9
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C (Continued)
(unaudited)
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <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) $ 13.70 $ 88.16 $ (32.24) $ (178.86) $ 88.14 $ 85.25
========== ========== =========== ========== =========== ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 48.85 $ 46.06 $ 19.87 $ 12.21 - -
Return of capital $ 41.15 $ 43.94 $ 70.13 $ 77.79 $ 123.33 $ 140.00
Source (on Cash basis)
- Operations $ 90.00 $ 90.00 $ 19.59 $ 90.00 $ 123.33 $ 140.00
- Sales - - $ 70.41 - - -
- Refinancing - - - - - -
- Other - - - - - -
Weighted average number of limited partnership
($100) units outstanding 198,332 198,551 199,558 199,900 199,992 200,000
========== ========== =========== =========== ========== ==========
</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.
B-10
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D
(unaudited)
The following table summarizes the operating results of Series D. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues ........................................ $ 3,084,705 $ 3,619,457 $ 3,270,722 $ 3,661,321 $ 6,300,753 $ 7,519,451
Net gain on sales or remarketing of
equipment .................................... 452,706 2,391,683 1,931,333 1,199,830 313,468 31,225
----------- ----------- ----------- ----------- ----------- -----------
Gross revenue ................................. 3,537,411 6,011,140 5,202,055 4,861,151 6,614,221 7,550,676
Less:
Interest expense .............................. 1,121,197 1,651,940 621,199 652,196 1,261,312 1,344,123
Management fees - General Partner ............. 548,400 685,103 594,623 778,568 996,356 751,419
Amortization of initial direct costs .......... 363,087 614,441 511,427 580,457 931,983 937,320
Depreciation expense .......................... 356,417 -- -- 4,167 1,144,609 2,773,402
Administrative expense reimbursement
- General Partner ........................... 271,829 301,945 257,401 337,867 423,387 --
General and administrative .................... 199,751 217,378 273,663 412,655 184,604 33,228
Provision for bad debts (3) ................... -- -- 150,000 475,000 575,000 850,000
----------- ----------- ----------- ----------- ----------- -----------
Net income - GAAP ............................... $ 676,730 $ 2,540,333 $ 2,793,742 $ 1,620,241 $ 1,096,970 $ 861,184
=========== =========== =========== =========== =========== ===========
Net income - GAAP - allocable to
limited partners .............................. $ 669,963 $ 2,514,930 $ 2,765,805 $ 1,604,039 $ 1,086,000 $ 852,572
=========== =========== =========== =========== =========== ===========
Taxable income from operations (1) .............. $ 3,483,507 $ 3,097,307 $ 1,641,323 $ 2,612,427 $ 5,766,321 $ 1,883,943
=========== =========== =========== =========== =========== ===========
Cash generated from operations .................. $ 8,409,703 $ 1,621,624 $ 2,756,354 $ 1,969,172 $ 6,330,281 $ 8,297,264
Cash generated from sales ....................... 9,741,651 15,681,303 6,776,544 9,054,589 5,143,299 199,841
Cash generated from refinancing ................. 2,700,000 5,250,000 4,148,838 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing ................................... 20,851,354 22,552,927 13,681,736 11,023,761 11,473,580 8,497,105
Less:
Cash distributions to investors from
operations, sales and refinancing ........... 7,882,867 5,588,508 5,589,207 5,596,503 5,600,000 4,347,156
Cash distributions to General Partner from
operations, sales and refinancing ........... 79,648 56,450 56,457 56,530 56,564 43,911
----------- ----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing after cash distributions .......... $12,888,839 $16,907,969 $ 8,039,072 $ 5,370,728 $ 5,817,016 $ 4,106,038
=========== =========== =========== =========== =========== ===========
</TABLE>
B-11
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D (Continued)
(unaudited)
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<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) $ 86.40 $ 76.82 $ 40.70 $ 64.71 $ 142.72 $ 55.85
=========== ========== ========== ========== ========== ===========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 16.79 $ 63.00 $ 69.28 $ 40.13 $ 27.15 $ 25.53
Return of capital $ 180.71 $ 77.00 $ 70.72 $ 99.87 $ 112.85 $ 104.65
Source (on Cash basis)
- Operations $ 197.50 $ 40.62 $ 69.04 $ 48.77 $ 140.00 $ 130.18
- Sales - $ 99.38 $ 70.96 $ 91.23 - -
- Refinancing - - - - - -
- Other - - - - - -
Weighted average number of limited
partnership ($100) units outstanding 399,138 399,179 399,229 399,703 400,000 333,945
========== ========== ========== ========== ========== ==========
</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.
B-12
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E
(unaudited)
The following table summarizes the operating results of Series E. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues .................................... $ 6,401,873 $ 7,907,175 $ 10,570,473 $ 10,946,254 $ 8,748,076 $ 490,347
Net gain on sales or remarketing
of equipment ............................ 1,209,420 1,942,041 1,610,392 628,027 1,486,575 --
------------ ------------ ------------ ------------ ------------ ------------
Gross revenue ............................. 7,611,293 9,849,216 12,180,865 11,574,281 10,234,651 490,347
Less:
Interest expense .......................... 2,471,045 2,957,534 4,377,702 4,868,950 3,023,934 140,306
Management fees - General Partner ......... 919,728 1,120,336 1,596,569 1,547,509 949,468 15,903
Administrative expense reimbursement
- General Partner ....................... 486,253 563,107 784,775 408,114 811,966 --
Depreciation .............................. 475,619 1,061,711 1,061,712 289,478 18,037 --
Amortization of initial direct costs ...... 461,620 887,960 1,530,505 1,840,714 1,667,212 74,126
General and administrative ................ 370,705 608,293 638,362 438,569 315,000 166,401
Minority interest in joint venture ........ 57,738 6,392 5,438 -- -- --
Provision for bad debts (3) ............... -- 400,000 600,000 250,000 2,186,750 --
------------ ------------ ------------ ------------ ------------ ------------
Net income - GAAP ........................... $ 2,368,585 $ 2,243,883 $ 1,585,802 $ 1,527,095 $ 1,499,573 $ 93,611
============ ============ ============ ============ ============ ============
Net income - GAAP - allocable to
limited partners .......................... $ 2,344,899 $ 2,221,444 $ 1,569,944 $ 1,511,824 $ 1,484,577 $ 92,675
============ ============ ============ ============ ============ ============
Taxable income (loss) from operations (1) ... $ 981,575 $ (3,280,008) $ 1,700,386 $ 2,793,029 $ 3,293,140 $ 247,921
============ ============ ============ ============ ============ ============
Cash generated from operations .............. $ 21,638,350 $ 13,210,339 $ 8,768,414 $ 17,597,929 $ 18,415,294 $ 974,501
Cash generated from sales ................... 15,313,194 10,358,637 7,419,261 6,492,842 9,416,909 --
Cash generated from refinancing ............. 20,765,451 13,780,000 7,400,000 -- 38,494,983 --
------------ ------------ ------------ ------------ ------------ ------------
Cash generated from operations,
sales and refinancing ..................... 57,716,995 37,348,976 23,587,675 24,090,771 66,327,186 974,501
Less:
Cash distributions to investors from
operations, sales and refinancing ....... 7,768,316 7,771,164 7,773,082 8,390,043 5,796,799 468,726
Cash distributions to General Partner
from operations, sales and refinancing .. 78,468 78,496 78,512 78,582 58,637 4,735
------------ ------------ ------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancings after cash distributions .. $ 49,870,211 $ 29,499,316 $ 15,736,081 $ 15,622,146 $ 60,471,750 $ 501,040
============ ============ ============ ============ ============ ============
</TABLE>
B-13
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E (Continued)
(unaudited)
<TABLE>
<CAPTION>
For the Year Ended December 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<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) $ 15.95 $ (53.28) $ 27.61 $ 45.32 $ 66.54 $ 21.81
========== ========== =========== ========== =========== ==========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 38.49 $ 36.45 $ 25.75 $ 24.78 $ 30.32 $ 8.23
Return of capital $ 89.01 $ 91.05 $ 101.75 $ 112.74 $ 88.06 $ 33.41
Source (on cash basis)
- Operations $ 127.50 $ 127.50 $ 127.50 $ 137.52 $ 118.38 $ 41.64
- Sales - - - - - -
- Refinancings - - - - - -
- Other - - - - - -
Weighted average number of limited partnership
($100) units outstanding 609,211 609,503 609,650 610,080 489,966 112,552
========== ========== ========== ========== =========== ===========
</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.
B-14
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
The following table summarizes the operating results of L.P. Six. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues ......................................................... $ 6,452,409 $ 9,238,182 $ 6,622,180 $ 203,858
Net gain on sales or remarketing of equipment ................. 58,523 338,574 107,733 --
------------ ------------ ------------ ------------
Gross revenue ................................................. 6,510,932 9,576,756 6,729,913 203,858
Less:
Interest expense .............................................. 2,648,557 4,330,544 3,003,633 2,142
Management fees - General Partner ............................. 1,092,714 1,333,394 696,096 8,827
Amortization of initial direct costs .......................... 1,071,656 1,349,977 828,154 12,748
Depreciation .................................................. 745,275 848,649 636,487 --
Administrative expense reimbursement - General Partner ........ 547,382 642,276 381,471 6,872
Provision for bad debts (3) ................................... 183,274 750,000 570,000 63,500
General and administrative .................................... 178,464 657,470 360,235 38,879
Minority interest in joint venture ............................ 7,990 31,413 177,769 --
------------ ------------ ------------ ------------
Net income (loss) - GAAP ......................................... $ 35,620 $ (366,967) $ 76,068 $ 70,890
============ ============ ============ ============
Net income (loss) - GAAP - allocable to limited partners ......... $ 35,264 $ (363,297) $ 75,307 $ 70,181
============ ============ ============ ============
Taxable income (loss) from operations (1) ........................ $ (1,154,365) $ (574,054) $ 2,239,753 $ 71,033
============ ============ ============ ============
Cash generated from operations ................................... $ 12,075,547 $ 9,923,936 $ 8,776,203 $ 439,913
Cash generated from sales ........................................ 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 ............ 24,192,550 27,721,761 42,944,426 439,913
Less:
Cash distributions to investors from operations,
sales and refinancing ....................................... 4,102,940 4,119,354 2,543,783 311,335
Cash distributions to General Partner from operations,
sales and refinancing ....................................... 41,444 41,613 25,694 3,145
------------ ------------ ------------ ------------
Cash generated from operations, sales and refinancing
after cash distributions ...................................... $ 20,048,166 $ 23,560,794 $ 40,374,949 $ 125,433
============ ============ ============ ============
</TABLE>
B-15
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
<TABLE>
For the Years Ended December 31,
1997 1996 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income (loss) from operations (1) $ (29.94) $ (14.83) $ 85.13 $ 22.15
========== ========== ========== ==========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ .86 $ - $ 2.89 $ 22.10
Return of capital $ 106.64 $ 107.50 $ 94.78 $ 75.94
Source (on cash basis)
- Operations $ 107.50 $ 107.50 $ 97.67 $ 98.04
- Sales - - - -
- Refinancing - - - -
- Other - - - -
Weighted average number of limited partnership
($100) units outstanding 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.
B-16
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Seven
(unaudited)
The following table summarizes the operating results of L.P. Seven. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996
---- ----
<S> <C> <C>
Revenues ................................................................. $ 8,000,454 $ 1,564,069
Net gain on sales or remarketing of equipment ......................... 1,748,790 --
----------- -----------
Gross revenue ......................................................... 9,749,244 1,564,069
Less:
Interest expense ...................................................... 3,652,517 398,200
Management fees - General Partner ..................................... 1,522,045 264,784
Amortization of initial direct costs .................................. 932,123 230,785
Administrative expense reimbursement - General Partner ................ 652,319 117,809
General and administrative ............................................ 186,280 72,040
Provision for bad debts (3) ........................................... 150,000 75,000
Minority interest in joint venture .................................... 4,380 --
----------- -----------
Net income - GAAP ........................................................ $ 2,649,580 $ 405,451
=========== ===========
Net income - GAAP - allocable to limited partners ........................ $ 2,623,084 $ 401,396
=========== ===========
Taxable income from operations (1) ....................................... $ 2,335,939 $ 146,726
=========== ===========
Cash generated from operations ........................................... $ 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 .................... 14,420,738 973,899
Less:
Cash distributions to investors from operations,
sales and refinancing ............................................... 4,147,829 1,361,099
Cash distributions to General Partner from operations,
sales and refinancing ............................................... 41,125 13,749
----------- -----------
Cash generated from (used by) operations, sales and refinancing
after cash distributions .............................................. $10,231,784 $ (400,949)
=========== ===========
</TABLE>
B-17
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Seven
(unaudited)
<TABLE>
<CAPTION>
For the Years Ended December 31,
1997 1996
---- ----
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
<S> <C> <C>
Taxable income from operations (1) $ 55.90 $ 9.30
========== ==========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 63.41 $ 25.69
Return of capital $ 36.86 $ 61.44
Source (on cash basis)
- Operations $ 69.03 $ 62.35
- Sales $ 31.24 -
- Refinancing - -
- Other - $ 24.78
Weighted average number of limited partnership
($100) units outstanding 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.
B-18
<PAGE>
TABLE IV
Results of Completed Prior Public Programs
(unaudited)
No Prior Public Programs have completed operations in
the five years ended December 31, 1997.
B-19
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at December 31,
1997:
<TABLE>
<CAPTION>
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>
AAR Chicago, IL Aircraft Nov-97 1,832,359 1,942,300 3,774,659
AJK Associates Islandia, NY Manufacturing & ProductionOct-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 Computers Oct-97 3,186,815 301,047 3,487,862
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
Ans Communications, Inc. Purchase, NY Manufacturing & ProductionDec-97 2,141,857 193,993 2,335,849
Ans Communications, Inc. Purchase, NY Manufacturing & ProductionDec-97 3,641,398 329,809 3,971,208
Ans Communications, Inc. Purchase, NY Manufacturing & ProductionDec-97 2,681,039 244,251 2,925,291
Ans Communications, Inc. Purchase, NY Manufacturing & ProductionDec-97 2,457,862 223,919 2,681,781
Ans Communications, Inc. Purchase, NY Manufacturing & ProductionDec-97 2,386,664 217,433 2,604,096
Arcade Printing Services North Highlands, CA Printing Nov-96 0 27,652 27,652
Arcade Textiles, Inc. Rock Hill, SC Manufacturing & ProductionAug-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
Bio-Medical Devices, Inc. Irvine, CA Manufacturing & ProductionMay-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 & ProductionSep-96 0 53,029 53,029
C & C Finishing No. Babylon, NY Manufacturing & ProductionSep-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 & ProductionMar-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 & ProductionOct-96 0 47,658 47,658
CIS Corp. Jersey City, NJ Telecommunications Nov-96 3,870,877 1,319,304 5,190,181
CIS Corp. Norcross, GA Telecommunications Mar-97 0 364,823 364,823
Cleaners Plus Boca Raton, FL Manufacturing & ProductionOct-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 Jul-97 13,102,299 1,667,694 14,769,993
Continental Airlines Houston, TX Aircraft Dec-96 9,309,759 2,462,884 11,772,643
Creative Financial Svcs Fayetteville, NC Computers Jul-96 0 37,193 37,193
CT Plastics & Fabrications Simsbury, CT Manufacturing & ProductionOct-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 & ProductionNov-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 & ProductionOct-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
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 Rancho Saint MargaritaRestaurant 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 Inc. 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 & ProductionSep-96 0 32,397 32,397
Progrssve Extrsn Die Corp Anahiem, CA Manufacturing & ProductionDec-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 & ProductionSep-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 & ProductionOct-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
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 & ProductionMay-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 0 242,775 242,775
------------ ------------ -----------
$170,397,921 $46,271,875 $216,669,796
============ ============ ===========
</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 December 31, 1997.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series A at December
31, 1997:
<TABLE>
<CAPTION>
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 Corp. 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 Manufac & Prod 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 Company 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 December 31, 1997.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at December
31, 1997:
<TABLE>
<CAPTION>
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 Alliance Orlando, FL Computers Jul-90 0 54,290 54,290
American Senior Citizens Alliance 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. San Juan Capistrano,A 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., Inc. 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 Beach, 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 Chick 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 Springs, F 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 Westcheste 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, Inc. 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 December 31, 1997.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at December
31, 1997:
<TABLE>
<CAPTION>
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 & 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 & ProductionJun-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 & ProductionMay-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 & ProductionJun-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 Professional 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, Inc. 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 Center 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, Inc. 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, Inc 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 December 31, 1997.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at December
31, 1997:
<TABLE>
<CAPTION>
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>
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 & ProductionFeb-97 0 25,719 25,719
Active Periodicals Deerfield Beach, FLComputers Feb-97 0 52,398 52,398
Adult Career Training Corp. Farmington Hill, MIMedical 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 & ProductionMar-97 0 51,296 51,296
Adventure Components Inc. Westlake Villge, CAManufacturing & 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 Community Warsaw, IN Medical Dec-91 0 773,178 773,178
Ajc Associates Inc. Fort Lauderdale, FLManufacturing & 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, CASanitation 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, PAComputers 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 & ProductionFeb-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 Packaging Muncie, IN Manufacturing & Production Dec-92 795,970 297,574 1,093,544
Ball-Incon Glass Packaging 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 SurgeryBoca 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 ImmunologyFt. Lauderdale, FL Medical Mar-92 0 65,945 65,945
Center For Special ImmunologyFt. 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 & ProductionAug-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 & ProductionFeb-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 Heights, Restaurant Sep-93 0 350,000 350,000
Cox Brothers Dairy Elkhorn, KY Manufacturing & ProductionFeb-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 & ProductionFeb-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, 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 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, CAMedical Dec-91 0 897,554 897,554
Fountain Valley Regional Fountain Valley, CAMedical 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 Beach, CManufacturing & 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 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 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, RSan 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 & ProductionFeb-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 & ProductionMar-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 & ProductionFeb-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 SpecialistsLas 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 IBoston, MA Telecommunications Jan-96 30,916 2,381 33,297
International Power Devices IBoston, MA Computers Jan-96 35,567 2,782 38,349
International Power Devices IBoston, 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 & ProductionMar-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 CorpLos Angeles, CA Manufacturing & Production Dec-92 239,822 103,386 343,208
Kerr Glass Manufacturing CorpLos 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 PReseda, 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 MedicineLittle Rock, AR Medical Mar-92 0 53,858 53,858
Littletown Pattern Works Littlestown, PA Manufacturing & ProductionMar-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 & ProductionMar-97 0 39,504 39,504
Mallory Smith Management SrvcSanta Barbara, CA Computers Apr-94 0 32,683 32,683
Marble & Granite Fabricators Warren, MI Manufacturing & ProductionFeb-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 Rancho Cucamong, CAMedical 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 DistributioNorfolk, VA Furniture Jul-95 0 36,945 36,945
Norgetown Cleaners Clarendon Hills, ILManufacturing & 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, NYRestaurant 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 & ProductionMar-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, CATelecommunications 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 CentFort 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 HospitalHouston, 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 Memorial HospitGrass Valley, CA Medical Mar-92 0 53,349 53,349
Sign America, Inc. Richmond, OH Manufacturing & ProductionFeb-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 Physic 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, NYMedical 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 & ProductionFeb-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., FLRetail 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 & ProductionFeb-97 0 33,899 33,899
Zisman, Frank & Katerina, O.DHercules, 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 December 31, 1997.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Recent Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at December
31, 1997:
<TABLE>
<CAPTION>
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>
19 March Street, Inc. Stamford, CT Furniture Mar-93 $0 $47,942 $47,942
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. I. Leasing Inc. Herndon, VA Aircraft Aug-96 0 5,690,161 5,690,161
A & S Rental Tifton, GA Computers Nov-92 0 30,183 30,183
A-Grocery Warehouse Los Angeles, CA Fixture Aug-96 0 46,867 46,867
Aaa Ansafone Answering Service 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
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
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
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, Inc. 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
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
Alliance Business Center New York, NY Office Equipment Mar-97 0 44,000 44,000
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 Deburring Dba Afab Irvine, CA Manufacturing & Production May-95 0 29,755 29,755
American Energy Services, Inc. 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 Bakersfield 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
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
Ars Enterprises, Inc. Alsip, IL Audio Nov-96 0 27,966 27,966
Artistry Presentations Mattapoisett, MA Computerss Oct-96 0 27,630 27,630
Asbestos Transportation Moncks Conrner, SC Transportation Mar-93 0 27,697 27,697
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
Athens Obstetrics Windsor, CT Medical Mar-93 0 48,302 48,302
Atlantic Development Arnold, MO Printing Jun-96 0 30,867 30,867
Atlantic Paste & Glue Co., Inc. 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
Automated Building Systems, Inc. Johnson City, TN Computers Mar-93 0 35,807 35,807
Automated Component Hudson, MA Manufacturing & Production Mar-94 0 102,089 102,089
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 Chalet Inc. Commack, NY Restaurant Equipment Jan-96 0 39,003 39,003
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
Bay Foods, Inc. Providence, RI Restaurant Mar-93 0 28,766 28,766
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 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 Star of Many, Inc. Many, LA Retail Feb-93 0 70,442 70,442
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 Cross & 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
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
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
Brandt Farms Versailles, OH Fixture Oct-96 0 56,207 56,207
Breckenridge Food Systems Inc. Rancho Santa Maria,CARestaurant 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
Business Office Systems & Service 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
C-Town Jersey City, NJ Retail Dec-96 0 28,658 28,658
Caa Marketing Inc. Westmont, IL Manufacturing & Production Aug-95 0 31,397 31,397
Cad Scan Reprographic Vacaville, CA Computerss Dec-96 0 29,584 29,584
Cafe Chardonnay, Inc. Palm Beach Garden, FLRestaurant Dec-92 0 150,231 150,231
Cain's Drain & Plumbing Co., Inc. Newport News, VA Fixture Dec-93 0 25,948 25,948
California School Furnishings Fresno, CA Telecommunications Feb-96 0 51,659 51,659
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, Inc. Chicago, IL Computers Mar-93 0 56,109 56,109
Carolina Mold Works, Llc Fletcher, NC Manufacturing & Production Dec-96 0 54,484 54,484
Carolina Truss & Manufacturing Monroe, NC Computers Mar-93 0 32,415 32,415
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
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
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
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
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 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
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
Community Health Center Inc Middletown, CT Telecommunications May-93 0 32,205 32,205
Community Health Service, Inc. 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
Comtec Computer Services, Inc. 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 Enterprises 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 Center Of Bloomfield Bloomfield, CT Medical May-93 0 30,761 30,761
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
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 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
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
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 & 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' La Colmena Mexican Food Watsonville, CA Restaurant Nov-92 0 28,211 28,211
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
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, Inc. 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
Donald L. Eger Jr., Inc. Cincinnati, OH Computers May-94 27,791 2,788 30,579
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
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
Eagle Vision, Inc. Stamford, CT Video Production Jan-97 0 33,538 33,538
East Hartford Ltd. Partnership 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 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
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
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
Ernie Sandoval Enterprises Oceanside, CA Restaurant May-96 0 38,992 38,992
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, Inc. 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
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
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
Farah H Vikoren, MD Windsor, CT Medical Mar-93 0 48,666 48,666
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
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 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
Foster Medical Supply Inc Hartford, CT Telecommunications May-93 0 30,034 30,034
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
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
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
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, Inc. & 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, Inc. 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
Gold's Gym Canton, MA Medical Nov-92 0 29,529 29,529
Goldgate Enterprises, Inc. Corpus Christi, TX Manufacturing & Production Jun-95 0 27,357 27,357
Golden Corral Steakhouse Hueytown, AL Restaurant Nov-92 0 28,005 28,005
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
Graphic Data of New Jersey, Inc. 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
Greaves, Walker, Inc. Mobile, AL Retail Dec-96 0 49,573 49,573
Grolier, Inc. Danbury, CT Telecommunications Mar-93 0 32,525 32,525
Grolier, Inc. Danbury, CT Telecommunications Mar-93 0 29,427 29,427
Guadalajara Mexican Deli Tracy, CA Restaurant Nov-92 0 26,037 26,037
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 & 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, Inc 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
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
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
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
Hi-G Company Inc. Pitman, NJ Telecommunications May-93 0 26,945 26,945
Hi-Tech of DFW Hurst, TX Automotive Nov-92 0 29,299 29,299
Hickey Chemists Ltd. New York, NY Computers Aug-95 0 28,393 28,393
Himani Enterprises, Inc. Rego Park, NY Restaurant Mar-93 0 27,299 27,299
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
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
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
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
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 Company Columbus, OH Material Handling Sep-92 9,082,384 363,295 9,445,679
Indiana Michigan Power Company Columbus, OH Material Handling Sep-92 0 4,610,840 4,610,840
Industrial Electric Service Co. 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
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
Inter-Financial Group Schaumburg, IL Furniture Apr-93 0 27,943 27,943
Intercommunictns Amer. Adventura, FL Computerss Nov-96 0 54,788 54,788
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
Investors Fudiciary Services Atlanta, GA Computers Nov-92 0 27,580 27,580
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
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, Inc. Dba Burger King Harrisburg, PA Restaurant Dec-93 0 149,773 149,773
J&J Burger, Inc. 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. 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.M. Ney Company Bloomfield, CT Telecommunications Apr-96 0 41,813 41,813
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
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
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
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 Of Ohio 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
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
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
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
Koman Sportswear Manufacturing Carlstadt, NJ Computers Mar-95 0 35,731 35,731
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
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
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 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
Life Reassurance Corp. of 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
LNS Group, Inc. Yantic, CT Telecommunications May-93 0 34,809 34,809
Lo-Est Printing Co., Inc. Carmel, IN Computers Mar-93 0 31,658 31,658
Load Star, Inc. Lavonia, GA Computers Mar-93 0 34,963 34,963
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
Longford Homes of Nevada, Inc. 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
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
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
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
Manhattan Cable Television New York, NY Copiers Mar-93 0 41,371 41,371
Manufacturer's Lease Company 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
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
Martin Mcgrath DPM New York, NY Medical Aug-95 0 30,379 30,379
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
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
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
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
Mesh, Inc. Iselin, NJ Restaurant Mar-93 0 27,921 27,921
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
Metrology Systems, Inc. Santa Ana, CA Manufacturing & Production Aug-93 0 29,446 29,446
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 Technologies 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 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
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
Natural Pantry Simi Valley, CA Environmental Nov-92 0 25,027 25,027
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
Neumonics, Inc. Hopkinton, MA Computers Mar-93 0 25,436 25,436
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 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
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, Inc. Nappanee, IN Furniture Nov-92 0 25,828 25,828
Northeast Nuclear Energy Co. Hartford, CT Telecommunications May-93 0 776,263 776,263
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
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 Associates 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, Inc. & Spaghetti Portland, OR Restaurant Jan-97 0 44,710 44,710
Oldies 98 Diner Bartlett, TN Restaurant Nov-92 0 28,102 28,102
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, FLTelecommunications Mar-93 0 35,575 35,575
On Site Dyer Square, Inc. Altamonte Springs, FLTelecommunications Mar-93 0 39,329 39,329
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
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
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, Inc. Queens Village, NY Automotive Mar-93 0 37,489 37,489
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 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 Restaurant San Diego, CA Restaurant Dec-94 395,347 46,582 441,929
Paragon Steakhouse Restaurant San Diego, CA Furniture Jul-94 326,431 38,238 364,669
Paragon Steakhouse Restaurant San Diego, CA Restaurant May-94 781,885 91,434 873,319
Paragon Steakhouse Restaurant San Diego, CA Restaurant Sep-94 418,639 48,960 467,599
Paragon Steakhouse Restaurant San Diego, CA Restaurant Mar-95 1,944,996 138,637 2,083,633
Paragon Steakhouse Restaurant San Diego, CA Furniture Oct-94 390,849 45,968 436,817
Paragon Steakhouse Restaurant San Diego, CA Restaurant Nov-94 269,224 31,488 300,712
Paragon Steakhouse Restaurant San Diego, CA Restaurant Jan-95 79,578 5,892 85,470
Paragon Steakhouse Restaurant 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
Pasta Blitz, Inc. Rockaway, NJ Restaurant Mar-93 0 49,972 49,972
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
Perfect Impressions Hair Salon 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, Inc. Hartford, CT Construction Mar-93 0 34,674 34,674
Phillips Medical Systems North Shelton, CT Transportation May-93 0 233,501 233,501
Phillips Medical Systems North Shelton, CT Telecommunications May-93 0 558,853 558,853
Phillips Medical Systems North Shelton, CT Telecommunications May-93 0 75,647 75,647
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
Pinski Weiner Grasso, MD Windsor, CT Medical Mar-93 0 41,481 41,481
Pizza Innovative Equipment Co. Rancho Cordova, CA Restaurant Nov-92 0 25,351 25,351
Plainfield Medical Center Windsor, CT Medical Mar-93 0 46,899 46,899
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
Precision Automotive Engineers Birmingham, AL Automotive Nov-92 0 26,170 26,170
Preferred Health Strategies Rye, NY Computers Aug-95 0 25,469 25,469
Preferred Packaging San Dimas, CA Manufacturing & Production Aug-96 0 51,578 51,578
Presbyterian Hospital In The New York, NY Material Handling Feb-93 76,925 6,483 83,408
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
Pro-Lign (A Partnership) Orange, CA Manufacturing & Production Aug-95 0 25,973 25,973
Pro-Tech Manufacturing, Inc. San Antonio, TX Computers Mar-93 0 31,754 31,754
Producto Machine Company, Inc. Bridgeport, CT Manufacturing & Production Mar-93 0 50,289 50,289
Professional Touch Answering Grapevine, TX Computers Nov-92 0 25,738 25,738
Pros, Inc. Stratford, CT Computers Mar-93 0 35,512 35,512
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
Queen Anne Hotel San Francisco, CA Fixture Jun-95 0 38,625 38,625
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
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
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
Reserve Iron & Metal Chicago, IL Structure Mar-94 0 361,000 361,000
Restaurant Management Nw Inc. Portland, OR Retail Jun-95 0 605,814 605,814
Rhone-Poulenc Basic Shelton, CT Computers Mar-93 0 35,517 35,517
Richard Marrus, Md Cohoes, NY Medical Dec-96 0 71,643 71,643
Rick's Quality Printing Cocoa, FL Printing May-93 0 25,077 25,077
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
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'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
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
Safe-T-Child, Inc. Austin, TX Video Production Jul-96 0 35,206 35,206
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
Sargent Manufacturing Company 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
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
Seaberg Audio Services Fresno, CA Computers Nov-92 0 30,144 30,144
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
Shaffner Coffee Company, Inc. Winston-Salem, NC Restaurant Mar-93 0 42,903 42,903
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 Partnership 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
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
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
Solid Waste Disposal, Inc. Larose, LA Transportation Mar-93 0 26,777 26,777
Somerville Foreign Auto Repair Cambridge, MA Automotive Nov-92 0 26,298 26,298
Sophtech Dba, Sophisticated 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 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
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
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
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
Tans R Us, Inc. West Palm Beach, FL Manufacturing & Production Nov-92 0 27,751 27,751
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, Inc. Granville, NY Computers Mar-93 0 33,398 33,398
Terence Murphy Md PC Mamaroneck, NY Medical Aug-95 0 29,368 29,368
Texas State Communications Houston, TX Telecommunications Nov-92 0 26,067 26,067
Thai Classic Corp. Chantilly, VA Restaurant Nov-92 0 28,207 28,207
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 Dba Laux, C.Homestead, PA Restaurant Jan-97 0 78,840 78,840
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 Hull Printing Company, Inc. 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 LTA Group, Inc. North Bergen, NJ Computers Mar-94 0 85,143 85,143
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
Thurston Foods, Inc. Wallingford, CT Computers May-93 0 41,872 41,872
Timex Waterbury, CT Telecommunications May-93 0 164,926 164,926
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
Tom Orza Distribution Selden, NY Restaurant Mar-93 0 40,857 40,857
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
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
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-Star Machines Tewsbury, MA Manufacturing & Production Aug-96 0 34,176 34,176
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
Tropical Screw Products Miami, FL Manufacturing & Production Nov-92 0 31,460 31,460
TW Recreational Services, Inc. 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
Ultra Diagnostics, Inc. Hingham, MA Medical Mar-93 0 41,462 41,462
Union Camp Richmond, VA Telecommunications May-93 0 44,735 44,735
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, Inc. Hartford, CT Telecommunications Mar-93 0 43,407 43,407
Universal Seismic Assoc. Sugerland, TX Fixture Apr-95 0 26,318 26,318
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 Greater Hartford Hartford, CT Telecommunications Mar-93 0 29,690 29,690
US Repeating Arms Company, Inc. 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
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
Vermont Yankee Nuclear Brattleboro, VT Manufacturing & Production Mar-94 0 165,888 165,888
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
Visicom Laboratories Inc. San Diego, CA Manufacturing & Production Aug-95 0 32,964 32,964
Vk Productions, dba Van Karn W. Hollywood, CA Audio Nov-96 0 55,145 55,145
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
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, Inc. 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-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 of Falls Church Falls Church, VA Computers Nov-92 0 32,713 32,713
West Hollywood Printing & Copy Los Angeles, CA Printing Jan-97 0 39,918 39,918
West-Reeves, Inc. Waxahatchie, TX Manufacturing & Production Feb-95 0 34,101 34,101
Western Property Financial, Inc. Irvine, CA Telecommunications Feb-93 0 27,205 27,205
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, Inc. 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 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
Woodway Country Club Darien, CT Telecommunications Mar-93 0 28,071 28,071
Worcester Brothers Company, Inc. 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
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
Yves' Bistro Anaheim, CA Restaurant Nov-92 0 28,556 28,556
YWC, Inc. Monroe, CT Telecommunications Mar-93 0 30,856 30,856
Tims Amusements Inc. Hickory Taver, N SCFixtures May-97 0 100,000 100,000
G And M Music Co., Inc. Sumter, SC Fixtures May-97 0 100,000 100,000
Harrison & King Music Co., Inc. Hartsville, SC Fixtures May-97 0 100,000 100,000
Nedlloyd Unitrans Duesseldorf, Germany Material Handling Jun-97 0 724,982 724,982
Skf Usa, Inc. King Of Pruss, IA PATelecommunications Jun-97 0 247,947 247,947
Seabury And Smith Inc. Washington, DC Telecommunications Jun-97 0 95,077 95,077
Postma Dairy Stephenville, TX Agriculture Sep-97 0 29,159 29,159
Cunningham Assoc. Mission Viejo, CA Audio Oct-97 0 63,534 63,534
Delta Video, Inc. Anaheim, CA Audio Sep-97 0 27,595 27,595
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
The Magnolia Studios, Inc. Burbank, CA Audio Oct-97 0 57,208 57,208
Auto Lube Express Siloam Spring, S ARAutomotive Oct-97 0 37,658 37,658
Carolina Volkswagen Charlotte, NC Automotive Dec-97 0 31,878 31,878
Jones Body Shop Omaha, NE Automotive Oct-97 0 42,058 42,058
New Age Auto Repair Culver City, CA Automotive Nov-97 0 43,444 43,444
Ron Baker Chevrolet/Isuzu National City, CA Automotive Sep-97 0 31,149 31,149
Seabrite Corp. Denver, PA Automotive Dec-97 0 49,060 49,060
Abco Oil Corp. Montgomery, PA Computers Dec-97 0 53,764 53,764
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
Bank-Up Dba, J.D.B. & Associates, San.Ramon, CA Computers Oct-97 0 180,712 180,712
Beirut Times Los Angeles, CA Computers Oct-97 0 32,985 32,985
Big "O" Tires Valencia, CA Computers Sep-97 0 51,947 51,947
Bolkema Fuel Company Inc. Wyckoff, NJ Computers Sep-97 0 54,797 54,797
Century Consulting Group, Inc. Kennesaw, GA Computers Nov-97 0 47,697 47,697
Cosmopolitan Medical CommunicationPhoenix, AZ Computers Oct-97 0 44,665 44,665
Crs Design, Inc. New York, NY Computers Sep-97 0 26,032 26,032
Crystal Clear Design Dba, R.Baker Patterson, NJ Computers Nov-97 0 55,021 55,021
Curagen Corp. New Haven, CT Computers Aug-97 0 69,436 69,436
D B Basics, Inc. Raleigh, NC Computers Dec-97 0 41,900 41,900
Do Net Inc. Dayton, OH Computers Sep-97 0 29,221 29,221
Dynaco Corp. Tempe, AZ Computers Nov-97 0 57,044 57,044
Ernie'S Auto Parts Dba W.E.S. Monrovia, CA Computers Sep-97 0 29,575 29,575
Ernie'S Auto Parts Dba, W.E.S. Monrovia, CA Computers Dec-97 0 35,795 35,795
Fairmont Re-Bar Fabricators, Inc. Miami, FL Computers Aug-97 0 31,791 31,791
Freedman & Lorry, P.C. Philadelphia, PA Computers Oct-97 0 77,364 77,364
Homecare, Inc. Wallingford, CT Computers Oct-97 0 43,764 43,764
Inquo, Inc. Draper, UT Computers Oct-97 0 40,118 40,118
Isx Corp. Westlake Vila, GE CAComputers Nov-97 0 31,342 31,342
Lester Telemarketing, Inc. Branford, CT Computers Dec-97 0 45,705 45,705
Long Beach Acceptance Corp. Paramus, NJ Computers Dec-97 0 345,530 345,530
Med-Com & Health Services Pleasantville, NJ Computers Nov-97 0 40,569 40,569
Megawats Dba, Saladin Westco San Francisco, CA Computers Dec-97 0 429,880 429,880
Money Concepts, Inc. Dallas, TX Computers Nov-97 0 44,014 44,014
National Tele-Communications, Inc.Bloomfield, NJ Computers Sep-97 0 363,630 363,630
Network Programs Network Machines,Piscataway, NJ Computers Oct-97 0 51,172 51,172
New Horizons Computer Learning Metairie, LA Computers Nov-97 0 27,183 27,183
Nos Communications, Inc. Bethesda, MD Computers Aug-97 0 229,916 229,916
Paragon Receivable Management GoosecCreek, SC Computers Sep-97 0 50,899 50,899
Pk Graphics, Inc. Clarksville, MD Computers Sep-97 0 33,330 33,330
Polygraphex Systems, Inc. Clearwater, FL Computers Sep-97 0 86,475 86,475
Prestige Financial Services Corp. Deerfield Bea, CH FLComputers Nov-97 0 33,173 33,173
Quality Web Dba Michael Roach Inc.Gainsville, FL Computers Aug-97 0 58,303 58,303
Riverside Gas & Oil, Inc. Chestertown, NY Computers Nov-97 0 35,837 35,837
Sunshine Products Dba, Linkens Cerritos, CA Computers Nov-97 0 35,258 35,258
Teltronics, Inc. Sarasota, FL Computers Dec-97 0 39,377 39,377
The Cyberweb Cafe New City, NY Computers Sep-97 0 60,444 60,444
The Keith Companies Costa Mesa, CA Computers Nov-97 0 52,597 52,597
Torsys, Inc. Manhattan Bea, CH CAComputers Sep-97 0 34,968 34,968
Triangle Funding Corp. Sterling, VA Computers Nov-97 0 52,308 52,308
Ultra Mart, Inc. La Grange, GA Computers Nov-97 0 78,341 78,341
Us Mortgage Reduction, Inc. Jensen Beach, FL Computers Aug-97 0 35,728 35,728
Vitrex Corp. Ogden, UT Computers Oct-97 0 27,945 27,945
Warren/Kremer/Cmp/Advertising, New York, NY Computers Aug-97 0 52,558 52,558
Western Interstate Mortgage Orange, CA Computers Oct-97 0 52,679 52,679
Woodlawn Construction Co., Inc. Ashland, VA Computers Oct-97 0 28,217 28,217
World Wide Security Systems Garden City, NY Computers Dec-97 0 57,336 57,336
Brazos Valley Sand & Gravel, Inc. Cameron, TX Construction Oct-97 0 32,171 32,171
Commercial Brick Corp. Maspeth, NY Construction Oct-97 0 76,340 76,340
Great American Remodeling, Inc. Ft Walton Bea, CH FLConstruction Sep-97 0 53,767 53,767
Gulf Coast Landscaping Corp. Mobile, AL Construction Aug-97 0 31,881 31,881
Hearndon Construction, Inc. Micco, FL Construction Nov-97 0 43,478 43,478
L.J. Construction, Inc. S. Brunswick, NC Construction Sep-97 0 44,931 44,931
Mobile Clean, Inc. Adel, IA Construction Oct-97 0 55,667 55,667
Panama City Disposal, Inc. Panama City, FL Construction Aug-97 0 54,509 54,509
Nissa High Resolution Cmyk Woodland Hill, S CACopiers Dec-97 0 29,743 29,743
Tkc Reprographics Omaha, NE Copiers Dec-97 0 73,810 73,810
Allied Sporting Goods, Inc. Louisville, KY Fixture Sep-97 0 25,670 25,670
American Bingo Dba American Inc. Sumter, SC Fixture Oct-97 0 47,077 47,077
Apt Advertising,Inc. Farmingdale, NY Fixture Dec-97 0 48,230 48,230
Atlantic Coast Fulfillment, Inc. North Haven, CT Fixture Nov-97 0 45,173 45,173
Bay City Associates, Llc Manning, SC Fixture Sep-97 0 47,674 47,674
Carolina Amusement Columbia, SC Fixture Dec-97 0 48,889 48,889
Coastal Carting, Ltd., Inc. Hollywood, FL Fixture Aug-97 0 25,291 25,291
Fantastic Sam'S Dba Alverben St.sPetersbur, G FLFixture Oct-97 0 27,759 27,759
Fi-Del, Inc. Bridgeville, PA Fixture Nov-97 0 49,896 49,896
H & R Family Foods, Inc. Lancaster, SC Fixture Sep-97 0 46,439 46,439
Hot Spot Casino, Inc. Surfside, SC Fixture Aug-97 0 49,131 49,131
J.L. Thompson Construction Co. Mt. Holly, NC Fixture Nov-97 0 47,285 47,285
Met Food & Jan Food Corp Dba Swf Jackson Heigh, TS NYFixture Oct-97 0 50,581 50,581
Mhd, Inc. Wingate, TX Fixture Oct-97 0 46,655 46,655
North Island Amusement, Inc. Conway, SC Fixture Sep-97 0 46,838 46,838
Olympian Discount Mart, Inc. Los Angeles, CA Fixture Oct-97 0 52,760 52,760
Pacific Diezo Products Gardenia, CA Fixture Nov-97 0 51,870 51,870
Planet Video, Inc. Waukesha, WI Fixture Oct-97 0 53,954 53,954
Royal Laundry Of Texas, Inc. Arlington, TX Fixture Aug-97 0 53,030 53,030
S.W.L. Corporation Denver, CO Fixture Sep-97 0 261,555 261,555
Saigon Moi Supermarket, Inc. Westminster, CA Fixture Nov-97 0 47,390 47,390
Saraga Oriental Market Bloomington, IN Fixture Nov-97 0 26,472 26,472
Schmidt & Sons, Inc. Gonzales, TX Fixture Nov-97 0 25,628 25,628
Softaware, Inc. Marina Del Re, Y CAFixture Oct-97 0 47,548 47,548
Taco Mac Dba, Subway & Cay Chris Tucker, GA Fixture Nov-97 0 60,361 60,361
Tony's Guns & Police Supplies Sumter, SC Fixture Nov-97 0 46,439 46,439
Transtrachael Systems, Inc. Englewood, CO Fixture Sep-97 0 38,394 38,394
Venerable Companies, Ltd. New York, NY Fixture Nov-97 0 38,176 38,176
Fantastic Sam'S Dba Gorski Mobile,nAL Fixture Sep-97 0 53,427 53,427
Martin'S, Inc. Baltimore, MD Fixture Sep-97 0 334,930 334,930
Soccer World Dba Soccer Sports, Hayward, CA Fixture Sep-97 0 49,475 49,475
The Burbank Tennis Center Burbank, CA Fixture Sep-97 0 33,444 33,444
Automated Transaction Svcs. W. Los Angele, S CAFurniture Nov-97 0 59,492 59,492
Branford Hall Career Institute Branford, CT Furniture Dec-97 0 36,416 36,416
Coldwell Banker Apex Realtors Rowlett, TX Furniture Dec-97 0 42,955 42,955
Fidelity Funding Financial Group, Dallas, TX Furniture Sep-97 0 42,052 42,052
J. Sunset Enterprises Sandy, UT Furniture Oct-97 0 27,111 27,111
Koerner, Silberberg & Weiner, Llp New York, NY Furniture Aug-97 0 51,622 51,622
Pacific Shore Funding Lake Forest, CA Furniture Dec-97 0 66,733 66,733
Ramada Inn Dba Lifetime Fortunes, Livingston, TX Furniture Aug-97 0 52,091 52,091
Super Star Video Dba, Tejal, Inc. Winthrop, MA Furniture Dec-97 0 30,449 30,449
The Consortium For Worker Educ. New York, NY Furniture Oct-97 0 388,702 388,702
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
A & E Clothing Contractor Brooklyn, NY Manufacturing & Production Nov-97 0 27,147 27,147
Abel Hosiery, Inc. Fort Payne, AL Manufacturing & Production Sep-97 0 38,316 38,316
Adriano - T Co. Los Angeles, CA Manufacturing & Production Dec-97 0 55,252 55,252
Art Leather Manufacturing Co. Elmhurst, NY Manufacturing & Production Nov-97 0 51,031 51,031
A'S Match Dye Co., Inc. Compton, CA Manufacturing & Production Oct-97 0 45,601 45,601
Black Canyon Surveying, Inc. Phoenix, AZ Manufacturing & Production Dec-97 0 51,828 51,828
Borealis Incorporated Ottertail, MN Manufacturing & Production Dec-97 0 37,017 37,017
Burgess Marketing, Inc. Waco, TX Manufacturing & Production Oct-97 0 28,195 28,195
Callen Photo Mount Corp. Jersey City, NJ Manufacturing & Production Oct-97 0 81,854 81,854
Cercom, Inc. Vista, CA Manufacturing & Production Sep-97 0 49,492 49,492
Color Masters Digital Imaging Little Rock, AK Manufacturing & Production Nov-97 0 45,076 45,076
Eratex Enterprise, Inc. Los Angeles, CA Manufacturing & Production Dec-97 0 28,769 28,769
Foto 1 Dba, N Focus, Inc. Morgantown, WV Manufacturing & Production Dec-97 0 25,902 25,902
Goldberg & Assoc. Dba Maxine B. Omaha, NE Manufacturing & Production Sep-97 0 33,266 33,266
Komplete Packaging Service Arlington, TX Manufacturing & Production Dec-97 0 34,571 34,571
Laminaide, Inc. Bayshore, NY Manufacturing & Production Oct-97 0 42,348 42,348
Long View Dyeing & Finishing Corp.Hickory, NC Manufacturing & Production Oct-97 0 28,349 28,349
Machining Center Dba, Paul Gajda Slippery Rock, PA Manufacturing & Production Dec-97 0 43,539 43,539
Mandell Armor Design & Mfg, Inc. Phoenix, AZ Manufacturing & Production Aug-97 0 54,192 54,192
Marshall Real Sign Co. Dba Real Chicago, IL Manufacturing & Production Oct-97 0 31,052 31,052
Masterweld Products South Bend, IN Manufacturing & Production Nov-97 0 53,431 53,431
Onty Casting Corp. New York, NY Manufacturing & Production Oct-97 0 28,324 28,324
R.B. Ventures, Inc. Channelview, TX Manufacturing & Production Sep-97 0 55,247 55,247
Ray'S Machines Dba, Ray Staples Milton, NH Manufacturing & Production Nov-97 0 26,978 26,978
Santa Anna Smog Repair Santa Anna, CA Manufacturing & Production Dec-97 0 36,863 36,863
Stockbridge Truck Painting & Stockbridge, GA Manufacturing & Production Dec-97 0 30,254 30,254
Sun & Skin Care Research, Inc. Melbourne, FL Manufacturing & Production Dec-97 0 58,216 58,216
Texas Provisions, Inc. Houston, TX Manufacturing & Production Dec-97 0 49,294 49,294
Thornburg Logging Wallace, CA Manufacturing & Production Nov-97 0 39,693 39,693
Vraneberry'S, Inc. Brandon, OR Manufacturing & Production Dec-97 0 59,716 59,716
Arnold Foradory Landscaping Austin, TX Material Handling Sep-97 0 31,164 31,164
Bauer Sign Dba, Baseline, Inc. Muskego, WI Material Handling Dec-97 0 28,410 28,410
Hough Krating, Inc. Richburg, SC Material Handling Sep-97 0 27,771 27,771
Access Medical Imaging, Inc. Beverly Hills, CA Medical Sep-97 0 77,601 77,601
Florida Health, Inc. Boca Raton, FL Medical Oct-97 0 55,017 55,017
Gruen Optika Corp. New York, NY Medical Dec-97 0 47,076 47,076
Medeast, Inc. Pelham Manor, NY Medical Sep-97 0 115,664 115,664
Professional Dental Assoc. Franklin, MA Medical Dec-97 0 29,004 29,004
Selective Chiropractic Services Dillon, SC Medical Sep-97 0 34,029 34,029
University Cardiovascular Med. Los Angeles, CA Medical Dec-97 0 47,444 47,444
Western Giant Enterprises, Inc. Los Angeles, CA Medical Dec-97 0 66,888 66,888
Double Day, Inc. Grand Island, NY Mining Dec-97 0 558,796 558,796
Western State Univ. Of So. Ca Fullerton, CA Other - Books Nov-97 0 51,233 51,233
A & V Photo Lab Dba Mvm EnterpriseFresno, CA Photo Sep-97 0 25,832 25,832
Best Approach Publications Chandler, AZ Printing Oct-97 0 54,998 54,998
Color Xl, Inc. Middleton, WI Printing Nov-97 0 53,929 53,929
D & L Offset Lithography Co., Inc.New York, NY Printing Oct-97 0 52,873 52,873
Electronic Imaging Center, Inc. Boston, MA Printing Oct-97 0 31,245 31,245
Kerrin Graphics & Printing, Inc. Southbridge, MA Printing Sep-97 0 35,863 35,863
Oakdale Printing Company Detroit, MI Printing Nov-97 0 75,000 75,000
Premier Graphics, Inc. Phoenix, AZ Printing Oct-97 0 38,541 38,541
Quick Set Mailers, Inc. Monroe, NY Printing Oct-97 0 38,468 38,468
Sentinal Printers Dba Gong Lin Santa Cruz, CA Printing Aug-97 0 39,772 39,772
Signs Now Of Oregon Portland, OR Printing Nov-97 0 29,574 29,574
The Aaron Group Dba Aaron, Thomas Chatsworth, CA Printing Aug-97 0 53,349 53,349
Zbr Publications, Inc. Haverhill, MA Printing Sep-97 0 46,025 46,025
Appleray, Inc. Longwood, FL Restaurant Oct-97 0 74,429 74,429
Atlantic Baking Company, Inc. Los Angeles, CA Restaurant Dec-97 0 37,669 37,669
Bagel Boy, Llc So. Whitehall, PA Restaurant Dec-97 0 30,228 30,228
Bagels & A Hole Lots More Bohemia, NY Restaurant Nov-97 0 57,700 57,700
Bless Your Hearts Dba, Hopeth Midland, TX Restaurant Dec-97 0 19,351 19,351
Casa Ole Dba, Subway & Cay Chris Wichita Falls, TX Restaurant Nov-97 0 55,167 55,167
E & V Bakery Dba, Morris Park Bronx, NY Restaurant Dec-97 0 66,216 66,216
Elliot'S Famous Hot Dogs Dba FirstN.lChelmsford, MA Restaurant Sep-97 0 48,899 48,899
Family Foodservice, Inc. Ft. Pierce, FL Restaurant Sep-97 0 51,164 51,164
Goldbergs New York Bagels Bethlehem, PA Restaurant Dec-97 0 106,434 106,434
Gourmet Boutique, Llc Jamaica, NY Restaurant Dec-97 0 68,231 68,231
Grace'S Marketplace Dba Doria NewiYork,INY. Restaurant Sep-97 0 74,456 74,456
Grandma'S Bagels, Inc. Bend, OR Restaurant Dec-97 0 64,586 64,586
Huggos Restaurant Dba Olu Kai Ltd Kailua-Kona, HI Restaurant Sep-97 0 52,935 52,935
Kings Restaurant, Inc. Newark, NJ Restaurant Dec-97 0 28,601 28,601
L.A. Food Services Sommerville, NJ Restaurant Nov-97 0 78,586 78,586
Lawrence Delights Dba, Le-Liban Atlanta, GA Restaurant Dec-97 0 33,981 33,981
Nistico Inc. Yonkers, NY Restaurant Sep-97 0 38,514 38,514
Richwood Food Stores Dba, Zenith South Houston, TX Restaurant Nov-97 0 54,964 54,964
Roadhouse Grill Dba,Roadhouse Las Vegas, NV Restaurant Nov-97 0 435,339 435,339
Sea Empress Seafood Restaurant Gardenia, CA Restaurant Oct-97 0 60,996 60,996
Somerset Diner Somerset, NJ Restaurant Nov-97 0 52,503 52,503
South Texas Deli Partners San Antonio, TX Restaurant Dec-97 0 57,980 57,980
Ultimate Dog, Inc. & The Allstar Pittsburgh, PA Restaurant Dec-97 0 55,131 55,131
Venice Bakery Dba,Ronic, Inc. Garfield, NJ Restaurant Nov-97 0 42,899 42,899
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
Eye Care Centers San Antonio, TX Retail Dec-97 0 1,506,853 1,506,853
Hms Steakhouse Of Tampa, Inc. Tampa, FL Retail Nov-97 0 56,990 56,990
Landsdale Hotel Assoc. Lp T/A Nor.Norfolk, VA Retail Oct-97 0 39,319 39,319
Mario'S Of Boca Dba, M.O.B., Inc. Boca Raton, FL Retail Dec-97 0 25,899 25,899
Mei-Chi-Na Beauty International, Irvine, CA Retail Oct-97 0 27,337 27,337
2Xtreme Performance International,Addison, TX Telecommunications Sep-97 0 53,170 53,170
Cable Usa, Inc. Scottbluff, NE Telecommunications Nov-97 0 48,749 48,749
Cliquer'S Vernon Corp. Mt. Vernon, NY Telecommunications Nov-97 0 55,082 55,082
Commonwealth Associates New York, NY Telecommunications Sep-97 0 105,616 105,616
Computer Science Resources, Inc. Williamsport, PA Telecommunications Sep-97 0 75,298 75,298
Cumberland Capital Dba The Mcinty Brentwood, TN Telecommunications Oct-97 0 31,498 31,498
D.A.O.R. Security, Inc. Bronx, NY Telecommunications Sep-97 0 28,025 28,025
Diversified Business Svcs., Inc. Newport Beach, CA Telecommunications Nov-97 0 31,019 31,019
Farish Media Dba Robert Farish Kailua Kona, HI Telecommunications Aug-97 0 45,919 45,919
Ild Teleservices, Inc. Dallas, TX Telecommunications Dec-97 0 1,080,625 1,080,625
Jackson'S Bistro & Bar, L.C. Oidc Tampa, FL Telecommunications Dec-97 0 38,989 38,989
Rent Savers V Dba, Ft Lauderdale, FL Telecommunications Dec-97 0 33,021 33,021
Tri State Communications F/K/A NorTarrytown, NY Telecommunications Sep-97 0 26,681 26,681
Tri-State Communications, Llc Tarrytown, NY Telecommunications Nov-97 0 30,444 30,444
Virtuoso Dba, Wm. S. Sparling Greensboro, NC Telecommunications Nov-97 0 29,502 29,502
Christopher Productions & Entert. LosnAngeles, CA Video Prodroduction Sep-97 0 33,006 33,006
Internet Broadcasting Corp. New York, NY Video Prodroduction Sep-97 0 54,042 54,042
Shake The Nations Dba World Focus Sacramento, CA Video Prodroduction Sep-97 0 33,380 33,380
Your Video Productions Costa Mesa, CA Video Prodroduction Sep-97 0 48,296 48,296
Creative Entertainment Group Los Angeles, CA Video Prodroduction Nov-97 0 61,777 61,777
Emerald Studios, Inc. San Diego, CA Video Prodroduction Oct-97 0 52,446 52,446
Game Creek Video Limited Partner. Amherst, NH Video Prodroduction Oct-97 0 63,004 63,004
Helotes Contractors, Inc. Austin, TX Video Prodroduction Nov-97 0 30,891 30,891
John Sandy Productions, Inc. Englewood, CO Video Prodroduction Dec-97 0 56,633 56,633
Sigma Associates Dba Apogee Assoc.Columbus, GA Video Prodroduction Oct-97 0 51,657 51,657
Swen'S Schwinn Cyclery, Inc. Salt Lake Cit, Y UTVideo Prodroduction Oct-97 0 55,030 55,030
Technovision Communications San Diego, CA Video Prodroduction Nov-97 0 54,948 54,948
Vnr-1 Video Public Relations, Inc.Arlington, TX Video Prodroduction Oct-97 0 55,124 55,124
Total Equipment transactions less than $25,000 1,798,978 59,701,985 61,500,963
------------ ------------ ------------
$63,066,702 $167,842,899 $230,909,601
============ ============ ============
</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 December 31, 1997
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<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. Six for the three years ended December 31, 1997. Each
of the Programs' records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
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)
</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.
<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. Seven for the year ended December 31, 1997. Each of the
Programs' records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
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.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997.
Each of the Programs' records are maintained in accordance with Generally
Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
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
Manufacturing & Production 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
</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.
<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 B for the seven years ended December 31, 1997.
Each of the Programs' records are maintained in accordance with Generally
Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
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
</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.
<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.
Each of the Programs' records are maintained in accordance with Generally
Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
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
</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.
<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.
Each of the Programs' records are maintained in accordance with Generally
Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
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
</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.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997.
Each of the Programs' records are maintained in accordance with Generally
Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
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
</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.
<PAGE>
EXHIBIT C
SUBSCRIPTION DOCUMENTS
<PAGE>
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.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1. INVESTMENT Units Purchased. Indicate the total dollar amount and the number of Units you
wish to purchase in ICON Income Fund EIGHT. Each whole 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. REGISTRATION and tax identification number or social security number for
INFORMATION each subscriber. (If necessary, attach an additional sheet
and have the additional subscribers sign such sheet.)
B. Trustee or Custodian Information. Please have the Trustee(s)
or Custodian(s) of your fiduciary account complete Section
2B, if the investment is to be held in a trustee or custodial
account (such as your IRA, SEP or Qualified Plan), or in
another fiduciary account. (Note: Section 2A must be
completely filled out with all subscriber information.)
C. Citizenship. Please indicate if you are a U.S. Citizen, U.S. Resident
Alien or the citizen of a country other than the United States. If so,
please specify the country of which you are a citizen.
- --------------------------------------------------------------------------------------------------
(Mark only one box. Information as to signatures that are
required, depending on the type of ownership, is provided
below.)
3. FORM OF INDIVIDUAL OWNERSHIP-investor's signature required.
OWNERSHIP HUSBAND AND WIFE, AS COMMUNITY PROPERTY-both parties' signature
required. JOINT TENANTS-signatures of all parties are required.
TENANTS IN COMMON-signatures of all parties are required.
PARTNERSHIP-signature of an authorized partner required.
CORPORATION-signature of an authorized officer. IRA, SEP,
KEOGH-signature of trustee or custodian required.
CUSTODIAL ACCOUNT-signature of custodian required.
TRUST-signature of trustee required.
- --------------------------------------------------------------------------------------------------
4. DISTRIBUTION If you want your distribution checks to be mailed to an address
ALTERNATIVES: other than shown in Section 2, please complete Section 4. If you
desire multiple payees or direct deposit for your distributions, please
complete the Special Payment Instruction Form (Page C-5).
- --------------------------------------------------------------------------------------------------
5. SIGNATURES: Please complete the Investor Data Sheet of the Subscription
Agreement (Page C-3) and read the Investor Suitability
Requirements and Representations on the reverse side of the Data
Sheet (see Page C-4). After you have done so, please sign and
date the Subscription Agreement. (Please refer to Section 3 on
Page C-1 for information as to who should sign.)
- --------------------------------------------------------------------------------------------------
BROKER/DEALER The Registered Representative must complete this section of
INFORMATION: the Subscription Agreement. An authorized Branch Manager or
Registered Principal of the Broker/Dealer firm must sign the
Subscription Agreement. Orders cannot be accepted
without this Broker/Dealer authorization.
- --------------------------------------------------------------------------------------------------
7. INVESTMENT Until you are notified that the escrow condition of the sale of
CHECKS & 12,000 Units has been completed, please make checks payable to
SUBSCRIPTIONS: "______________ ICON Income Fund EIGHT Escrow Account." Thereafter, checks
should be made payable to "ICON Income Fund EIGHT" Your check
should be in the amount of your subscription as shown in Section
1 of the Subscription Agreement.
Mail your completed white and pink copies of the Subscription
Agreement (Page C-3) together with your Special Payment
Instruction Form (Page C-5) (if applicable) and subscription
check, in the amount of the subscription price (as shown in
Section 1 on page C-3) to: ICON Securities Corp., 600
Mamaroneck Avenue, Harrison, New York 10528. An original
executed pink copy of this Subscription Agreement will be
returned to you for your files.
- --------------------------------------------------------------------------------------------------
</TABLE>
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
<PAGE>
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>
<TABLE>
<S> <C>
ICON INCOME FUND EIGHT
SUBSCRIPTION AGREEMENT A Delaware Limited Partnership
- -----------------------------------------------------------------------------------------------------------------------------------
1. INVESTMENT: A. UNITS PURCHASED Dollar Amount________________ No. of Units _____________ ICON USE ONLY
(Check Appropriate Subscription Received
Boxes) B. TYPE OF INVESTMENT Date: _________________
_____Initial Investment _____Additional Invement No. of Units:__________
Blue Sky State:________
- -----------------------------------------------------------------------------------------------------------------------------------
A. SUBSCRIBER INFORMATION (Please specify Mr. or Ms.)
Subscriber's Name(s)_____________________________________________________________________________________
_____________________________________ Subscriber Tax I.D. No. or Social Security No.___________________
2. REGISTRATION Subscriber's Residential Address
INFORMATION: Street___________________________________________________________________________________________________
(Please type or City/Town________________________________________ State___________________ Zip Code____________________
print 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 (All Sections in 2B must be filled out)
(Mark only _____ Joint Tenants _____Trust ___ IRA, SEP, Keogh ___ Trust
one box) _____ Tenants in Common ___ Custodial Account
- -----------------------------------------------------------------------------------------------------------------------------------
4. DISTRIBUTION Check if: _____ You wish Distributions of the Partnership to be reinvested in addition Units during the
ALTERNATIVES: Offering Period.
(COMPLETE _____ You wish Direct Deposit of Distributions or that they be sent to more than one Payee. Complete
ONLY IF PAYEE the Special Payment Instruction Form.
IS DIFFERENT _____ You wish Distributions to be sent to the Payee and Address listed below. Complete the
THAN SECTION 2A following information:
or 2B ABOVE) Payee Name:_________________________________________________________________________________________
Branch: ________________________________ Account Number:________________________ ABA #:__________
Street Address:_____________________________________________________________________________________
City/Town: _________________________________________ State___________________ Zip Code __________
- -----------------------------------------------------------------------------------------------------------------------------------
(Initial _________________) The undersigned confirms that he/she: has received a copy of the Prospectus
and has read the C-2 hereof, makes the representations contained on Page C-4 hereof,
5. SIGNATURES acknowledges that an investment in Units is not liquid; declares that, to the best of his/her knowledge,
AND INITIALS: all information in Sections 1-4 of the Page C-3 is accurate and may be relied upon by the General Partner;
and appoints 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
representative which solicited the subscription (the "Registered
6. BROKER/ Representative"): (a) is duly licensed by, and in good standing
DEALER with, the NASD and may lawfully offer Units in the State(s) listed
INFORMATION: in Section 2.A above; (b) has reasonable grounds to believe, based
(Please type or on information obtained from the Subscriber concerning his/her
print clearly) investment objectives, other investments, financial situation and
needs and any 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.
- -----------------------------------------------------------------------------------------------------------------------------------
Page DMA-1
<PAGE>
- -----------------------------------------------------------------------------------------------------------------------------------
X_______________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
7. INVESTMENT Mail the completed Subscription Agreement with a check payable as indicated in the
CHECKS & instructions to: ICON Securities Corp., 600 Mamaroneck Avenue, Harrison, New York 10528.
SUBSCRIPTIONS.
- --------------------------------------------------------------------------------------------------
ACCEPTANCE BY GENERAL PARTNER ICON Capital Corp., General Partner
ICON INCOME FUND EIGHT By:_________________________________________________________
Authorized Signature Date
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page DMA-2
<PAGE>
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 tender good funds
herewith in full payment of the "Dollar Amount" therefor (computed at $100
per whole Unit/$.01 for each 1/100th of a Unit as shown in Section 1.A on
Page C-3, subject to (i) discounts (as described in the "Plan of
Distribution" Section of the Prospectus) and to the minimum investment
requirements (as described in the "INVESTOR SUITABILITY AND MINIMUM
REQUIREMENTS; SUBSCRIPTION PROCEDURES" Section of the Prospectus).
2. Appointment of the General Partner as Subscriber's Attorney-in-Fact. By
signing his/her name in Section 5 on Page C-3, (and effective upon admission
to the Partnership), each Subscriber thereby makes, constitutes and appoints
the General Partner, each authorized officer of the General Partner and each
Person who shall thereafter become a Substitute General Partner during the
term of the Partnership, with full power of substitution, as the true and
lawful attorney-in-fact of, in the name, place and stead of, such Limited
Partner, to the full extent, and for the purposes and duration, set forth in
Section 15 of the Partnership Agreement (all of the terms of which are hereby
incorporated herein by this reference). Such purposes include, without
limitation, the power to make, execute, sign, acknowledge, affirm, deliver,
record and file any (a) document or instrument which the General Partner
deems necessary or desirable to carry out fully the provisions of the
Partnership Agreement (in the manner and for the purposes provided in Section
15.1 of the Partnership Agreement) and (b) amendment to the Partnership
Agreement and to the Certificate of Limited Partnership of the Partnership
(in the manner and for the purposes provided in Section 15.2 of the
Partnership Agreement, including, without limitation, admission of Limited
Partners to the Partnership and any application, certificate, instrument,
affidavit or other document required or appropriate in connection with
registration or documentation of the Partnership's Investments). The
foregoing appointment shall not in any way limit the authority of the General
Partner as attorney-in-fact for each Limited Partner of the Partnership under
Section 15 of the Partnership Agreement. The power of attorney hereby granted
is coupled with an interest, is irrevocable and shall survive Subscriber's
death, incapacity, insolvency or dissolution or his/her delivery of any
assignment of all or any portion of his/her Units.
3. General Subscriber Representations. As a condition to Subscriber's
being admitted to the Partnership, Subscriber hereby represents that he/she:
(a) either (i) has annual gross income of $30,000 plus a net worth of $30,000
(exclusive of his/her investment in Units, home, home furnishings and
automobiles) or a net worth of $75,000 (determined in the same manner) or
(ii) meets any higher investor gross income and/or net worth standards
applicable to residents of his/her State, as set forth in the "INVESTOR
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES"
Section of the Prospectus; (b) if Subscriber is an IRA or a Qualified Plan,
it has been accurately identified as such in Sections 2.A and 3 on Page C-3;
(c) has accurately identified himself/herself in Section 2.C on Page C-3 as
either a U.S. Citizen or a non-U.S. Citizen (Note: a Subscriber which is a
corporation, a partnership or trust should review the requirements for being
considered a U.S. Citizen described in the "INVESTOR SUITABILITY AND MINIMUM
INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" Section); 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.
Page DMA-3
<PAGE>
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.
Page DMA-4
<PAGE>
ICON INCOME FUND 8
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
Page DMA-5
<PAGE>
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
Page DMA-6
<PAGE>
-------------------------------------------------------------
No dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained in this Prospectus or
in Supplements hereto or in supplemental sales literature issued by the
Partnership and referred to in this Prospectus or in Supplements thereto, and,
if given or made, such information or representations must not be relied upon.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the Units to which it relates or any of
such Units to any person in any jurisdiction in which such offer or solicitation
is unlawful. The delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to its date.
----------------------------------------------------------------------
ICON Income Fund Eight
----------------------------------------------------------------------
$150,000,000 (Maximum Offering)
150,000 Units of Limited Partnership Interest
(two Delaware limited partnerships, each having a minimum capitalization of
12,000 Units)
$100.00 per Unit
Minimum Investment 25 Units ($2,500)
(10 Units or $1,000 for IRAs or Qualified Plans)
---------------------
PROSPECTUS
---------------------
ICON SECURITIES CORP.
Dealer-Manager
_______________, 1998
===============================
ICON Securities Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
(914) 698-0600
UNTIL _________, 1998 (90 DAYS FROM THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT FOR THIS OFFERING, AS AMENDED), ALL DEALERS EFFECTING TRANSACTIONS
IN THE UNITS, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
Page DMA-7
<PAGE>
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.
Page DMA-8
<PAGE>
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
Page DMA-9
<PAGE>
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
Page DMA-10
<PAGE>
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
Page DMA-11
<PAGE>
(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
(ii)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.
II-5
Page DMA-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this 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 S-1
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated, on this day of.
Signatures Title(s)
- ---------- --------
/s/ Beaufort J. B. Clarke President (Chief Executive
- ------------------------------- Officer) and Director of ICON
Beaufort J. B. Clarke Capital Corp., the General Partner
of the Registrant
/s/ Thomas W. Martin Executive Vice President, Treasurer
- -------------------------------- and Director of ICON Capital Corp.
Thomas W. Martin
/s/ Gary N. Silverhardt Senior Vice President
- -------------------------------- (Chief Financial Officer) and
Gary R. Silverhardt Assistant Treasurer of ICON
Capital Corp.
Page DMA-13
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
EXHIBITS
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")
Page DMA-14
<PAGE>
ICON INCOME FUND EIGHT
EXHIBIT INDEX
Exhibit
No. DESCRIPTION Page
--- ----------- ----
1. Underwriting agreements.
1.1 Form of Dealer-Manager Agreement...............................E-207
1.2 Form of Selling Dealer Agreement...............................E-219
4. Instruments defining the rights of security holders.
4.1 The Partnership's Agreement of Limited Partnership is included
as Exhibit A to the Prospectus.
4.2 The Subscription Agreement, including the Limited Partner
Signature Page and Power of Attorney, whereby a subscriber
agrees to purchase Units and adopts the provisions of the
Agreement of Limited Partnership is included in Exhibit C
to the Prospectus.
4.3 Copy of the Partnership's Certificate of Limited
Partnership filed with the Delaware Secretary of State
On June 9, 1997................................................E-229
5. Opinion re legality.
5.1 Opinion of Day, Berry & Howard LLP with
respect to securities being registered.........................E-239
8. Opinion re tax matters.
8.1 Opinion of Day, Berry & Howard LLP with
respect to certain tax matters.................................E-242
10. Material Contracts.
10.2 Escrow Agreement*..............................................E-245
23. Consents of experts and counsel.
23.1 Consent of KPMG Peat Marwick LLP...............................E-247
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-248
*To Be Filed By Amendment
Page DMA-15
EXHIBIT 1.1
FORM OF
DEALER MANAGER AGREEMENT
<PAGE>
1,500,000 UNITS OF LIMITED PARTNERSHIP INTEREST
of
ICON Income Fund Eight
(a Delaware Limited Partnership)
DEALER-MANAGER AGREEMENT
------------------------
______________, 1998
ICON Securities Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
Dear Sirs:
Reference is made to the enclosed Prospectus (the "Prospectus") relating to
the offering by ICON Income Fund Eight, an equipment leasing program consisting
of two limited partnerships, ICON Income Fund Eight A L.P., a Delaware limited
partnership, ("ICON Eight A") and ICON Income Fund Eight B L.P., a Delaware
limited partnership, ("ICON Eight B")(collectively, "the Partnerships", or,
individually, "a Partnership"), of Limited Partnership Interests in units of
$100 each (the "Units"). The Units and the terms upon which they are offered are
more fully described in the Prospectus.
We are entering into this Agreement with you as exclusive managing sales
agent ("Dealer-Manager") pursuant to which you are authorized to (1) select and
provide sales support to a group of securities broker-dealers (the "Selling
Dealers") which are members of the National Association of Securities Dealers,
Inc. (the "NASD") and (2) to offer directly to the general public, in each case
to offer, on a best efforts basis, a Total Maximum Offering of up to 1,500,000
units of limited partnership interest in the Partnership (the "Units").
Each Selling Dealer selected by you is authorized by its Selling Dealer
Agreement, and you are hereby authorized, to find purchasers for the Units which
satisfy the suitability standards set forth in the Prospectus during the
Offering Period (as defined below) and which are acceptable to the Partnership.
The date on which the offering shall terminate is the earlier of (i) the last
day of the twenty-four (24) month period which begins on the Effective Date (as
defined in the Prospectus) of the Registration Statement (with the offering of
Units in certain states for more than 12 months subject to the permission of the
state securities commission of such respective states) or (ii) the date on which
all Units available for sale are fully subscribed, unless the Offering is
earlier terminated (with notice to you) by the General Partner (hereinafter
called the "Termination Date"). The period between the Effective Date of the
Registration Statement and the Termination Date is hereinafter called the
"Offering Period." Each date on which any Limited Partner (other than the
Original Limited Partner) is admitted to the Partnership is hereinafter called a
"Closing Date."
This Agreement shall become effective (i) at 12:01 A.M., New York City time,
on the first full business day after the Effective Date, or (ii) upon the
release of the Units for offering, whichever is earlier. The time of the release
of the Units for offering is the publication after the Effective Date of the
first newspaper advertisement relating to the Units or the time of the first
mailing of copies of the final Prospectus, whichever is earlier. Each of us
agrees to notify the other immediately after it shall have taken any action by
release or otherwise, whereby this Agreement shall have become effective. This
Agreement may be terminated by the Partnership at any time before it becomes
effective without liability to the Partnership or any Partner thereof (as
defined therein).
The Partnership will accept subscriptions for the Units subject to the
Partnership's right to terminate the Offering Period at any time without notice
and to reject any subscription in whole or in part, in its sole discretion. The
acceptance of subscriptions is further subject to the following terms and
conditions:
<PAGE>
1. Appointment as Dealer-Manager. We hereby authorize you to act as a
Dealer-Manager during the Offering Period and, on a "best efforts" (and not
"firm underwriting") basis only, to offer Units directly, and to enter into
Selling Dealer Agreements on behalf of the Partnership authorizing each such
Selling Dealer to offer, to potential investors which (a) satisfy the investor
suitability standards (i) set forth in the Prospectus as well as (ii) under
applicable state laws and (iii) the NASD Rules of Fair Practice and (b) are
acceptable to the Partnership ("Eligible Investors"). As Dealer Manager, you
will act as an independent contractor and not as our agent or as agent for the
Partnership in connection with your solicitation of subscriptions for Units and
will therefore be responsible for assuring that each subscriber satisfies all
such requirements. You agree that you will not make representations or give
information which is not (x) contained in the Prospectus or in supplemental
sales literature specifically authorized for use in the manner described in
Section 5 of this Agreement or (y) consistent with the representations and
information contained therein.
2. Subscriptions for Units. You shall (a) find Eligible Investors for the
Units, (b) keep records of the basis for each determination by a member of, or
person associated with, your firm of a subscriber's suitability and (c) promptly
forward each fully completed and executed copy of the Subscription Agreement, as
signed by each subscriber and countersigned by a supervisory representative of
your firm, together with the related subscription payment (in the form of a
check made payable to " ICON Income Fund Eight Escrow Account" pending receipt
and acceptance by the General Partner of subscriptions for 37,500 Units and
thereafter in the form of a check made payable to "ICON Income Fund Eight
Subscription Account") to:
ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
Each Subscription Agreement and related subscription payment shall be
forwarded by your firm to us at the foregoing address no later than noon of the
next business day after receipt from your customer by any member of, or person
associated with, your firm of such payment, unless such Subscription Agreement
and payment are first forwarded to another of your offices for internal
supervisory review (which shall take place within the aforementioned time
period), in which event such other office shall complete its review and forward
such Subscription Agreement and payment to the above address no later than noon
of the next business day after its receipt thereof. (Notwithstanding the
foregoing, any investor's check not properly completed as described above shall
be promptly returned to such investor not later than the next business day
following your receipt of such check). Each subscription so received by the
General Partner will subject to acceptance or rejection by it by the end of the
next business day. Each such subscription payment received by us and accepted by
the General Partner will be transmitted, as soon as practicable, but in any
event by the end of the second business day following our receipt thereof, to
The Bank of New York (NJ), White Plains, New York (the "Escrow Agent") for
deposit in an interest-bearing bank account insured by the Federal Deposit
Insurance Corporation which shall be an escrow account in the name of Escrow
Agent pending the Initial Closing Date and will be a segregated subscription
account of the Partnership thereafter. We undertake to promptly return directly
to you for return to any of your customers whose subscriptions are not accepted
by the General Partner, their Subscription Agreements together with the related,
uncashed subscription payments within two business days of our receipt of same.
Unless and until an event requiring a refund occurs, a subscriber will have no
right to withdraw his subscription payments from escrow. The General Partner has
reserved the unconditional right to refuse to accept, in whole or in part, any
subscription and related payment and to refuse to accept as a purchaser any
person for any reason whatsoever or no reason.
Unless subscriptions for at least 12,000 Units (excluding ten (10) Units
originally subscribed for by the Original Limited Partner) are received and
accepted by the General Partner on or before the Termination Date, the
Partnership will promptly refund all subscription payments received by it in
full with interest earned thereon, if any, and without deduction, and the
offering shall thereupon terminate. Promptly after receiving and accepting
subscriptions for 12,000 Units (excluding the above referenced ten (10) Units
owned by the Original Limited Partner) the General Partner will notify the
Escrow Agent that Schedule A to the Partnership Agreement has been amended to
admit as Limited Partners subscribers (other than those who are residents of the
Commonwealth of Pennsylvania, which requires that a minimum of 37,500 Units must
be sold before such residents'
<PAGE>
subscription payment may be released from escrow) for whom subscriptions have
been accepted, and the Escrow Agent is to pay over promptly to the Partnership
the amount of all of such subscribers' subscription payments then on deposit and
shall distribute interest earned on each subscription payment to the subscribers
entitled to interest earned on his subscription. The date on which such
admission of Limited Partners shall occur is hereinafter called the "Initial
Closing Date." Under regulations of the the Commonwealth of Pennsylvania, until
subscriptions for 5% (or $3,750,000) of the Maximum Offering have been received,
the subscription payments of Pennsylvania residents must be held in escrow.
After subscriptions for the residents of all jurisdictions including
Pennsylvania have been received, all remaining subscriptions then being held in
escrow will be released from escrow upon the next Closing Date and the
applicable subscribers admitted to the Partnership as Limited Partners (in the
manner described in the preceding sentence). Following the Initial Closing Date,
the General Partner will continue to accept subscriptions for additional Units
during the remainder of the Offering Period and to admit to the Partnership as
Limited Partners subscribers whose subscriptions are accepted. Such admissions
will take place from time to time as shall be determined by the General Partner,
with the anticipation that Closings subsequent to the Initial Closing will occur
as frequently as daily.
The Partnership, by its acceptance of this Agreement, agrees to pay you the
following compensation:
a) Sales Commissions in an amount equal to 8.0% of the total purchase price
of all Units sold through your efforts, except for the following types of
Unit sales to officers, employees and securities representatives of the
General Partner, its Affiliates and each Selling Dealer ("Affiliated Limited
Partners") may purchase Units for a Net Unit Price of $92.00 per Unit and
92% of $.01 for each 1/10,000th of a Unit purchased (rounded to the next
highest $.01) as to which no Sales Commissions are payable. Purchases of
Units by Affiliated Limited Partners shall be for investment purposes only
and not with a view toward resale.
(b) an Underwriting Fee equal to 2.0% of the Gross Unit Price of every Unit
actually sold by you, your registered representatives and registered
representatives of all Selling Dealers for your services in supervising the
sale of Units and to reimburse you, on a non-accountable basis, for
wholesaling fees and expenses of the Sponsor and
(c) reimbursement, on a fully accountable basis, for bona fide due diligence
fees and expenses actually incurred by your firm in an amount not exceeding
the lesser of (A) 1/2 of 1% of the Gross Offering Proceeds or (B) the
maximum amount permitted to be paid under the NASD Rules of Fair Practice.
The total marketing compensation to be paid to you in connection with the
offering for sale of Units of the Partnership, including Sales Commissions
(equal to 8.0% of the Gross Offering Proceeds of all Units sold by you or your
representatives) and Underwriting Fees (equal to 2.0% of the Gross Offering
Proceeds of all Units sold) shall not exceed 10.0% of the Gross Offering
Proceeds from sale of Units and the total of such Sales Commissions,
Underwriting Fees and reimbursable due diligence fees and expenses (if any),
shall not exceed 10.5% of the Gross Offering Proceeds from sale of Units.
All such compensation will be paid by the Partnership within 30 days after
each Closing Date in respect of subscriptions submitted by investors who were
admitted to the Partnership on such Closing Date. In addition, you will be
entitled to reimbursement, on a fully accountable basis, for bona fide due
diligence fees and expenses actually incurred by your firm in an amount not
exceeding the lesser of (a) 1/2 of 1% of the Gross Offering Proceeds or (b) the
maximum amount permitted to be paid under the National Association of Securities
Dealers, Inc. (the "NASD")'s Rules of Fair Practice (the "NASD Rules").
Notwithstanding the foregoing, no compensation will be paid in respect of
subscriptions (or portions thereof) which have been rejected by the General
Partner, or in the event the Minimum Offering for 12,000 Units is not
successfully completed.
Sales Commissions with respect to Units actually sold by you or your
registered representatives and Underwriting Fees with respect to all Units sold
(by you or by ally Selling Dealers) will be due and payable to you within 30
days of each Closing Date (as hereinafter defined) on which the purchasers of
such Units are admitted as Limited Partners and, to the extent that such
commissions
<PAGE>
are advanced (which they shall be only for bona fide transactions as referenced
in Section 5(b)(3) of Appendix F to Section 34, Article III, of the NASD's
Rules) prior to a Closing Date (with respect to sales of Units actually sold by
you), such payments shall be deemed advances which shall be returnable by you,
in the event that, for any reason, such Closing Date does not occur. "Qualified
Units" shall mean only those Units for which the particular state in which the
Units are sold does not (i) require that more than 12,000 Units be sold before
subscribers from such state may be admitted as Limited Partners or (ii) prohibit
the payment of commissions with respect to sales of such Units, provided,
however, when the aggregate number of Units sold exceeds the requirements of the
particular state with respect to (i) and/or (ii) above, such Units shall become
Qualified Units.
3. Termination of Agreement. The provision of this Agreement relating to the
offering of the Units shall terminate as to the Partnership upon the completion
of the Offering Period, and may be terminated by you or us as specified in
Section 10 of this Agreement, subject to the survival of all provisions hereof
which by their nature are intended to survive termination of this Agreement.
4. Limitations on Payments. You agree that neither you nor any salesperson
under your control shall directly or indirectly pay or award any finder's fees,
commissions or other compensation to any person engaged by a potential investor
for investment advice as an inducement to such advisor to advise the purchase of
Units; provided, however, that this provision shall not prohibit the normal
sales commission payable to any properly licensed person for selling Units. In
addition, you agree not to receive any rebates or give-up or participate in any
reciprocal business arrangements (other than the securities distribution
arrangements specified in the Prospectus) which would violate any restriction on
the Partnership contained in the Prospectus.
5. Supplementary Sales Material. You agree that you will not use any
supplementary sales material other than the Prospectus (including, inter alia,
transmittal letters, underwriting memoranda, summary descriptions, graphics,
supplemental exhibits, media advertising, charts, pictures, written scripts or
outlines), whether prepared to solicit sales to prospective investors or for the
exclusive use of you and your personnel, except as supplied by the Partnership
and described under the caption "Supplemental Literature" in the Prospectus, or
otherwise specifically described in a written advice from the Partnership
authorizing the type and manner of use. The use of any such other supplementary
sales material is expressly prohibited except to the extent specified in any
such written advice.
6. Right To Sell. Notwithstanding any information furnished or any action
taken by us in that connection, we shall have no obligation or liability with
respect to the registration or qualification of the Units in any jurisdiction or
the qualification or right of you or any Selling Dealer to sell or advertise
them therein.
7. Limited Obligations. Nothing herein contained shall constitute a
partnership, association or other separate entity or partners between or among
you, and/or any Selling Dealer and the Partnership, or with each other, but you
shall be responsible for your share of any liability or expense based on any
claim to the contrary. We shall not be under any liability to you, except for
obligations expressly assumed in this Agreement and any liabilities under the
Securities Act of 1933 (the "Act"), and no other obligations on our part shall
be implied hereby or inferred herefrom.
(a) Notwithstanding anything to the contrary provided hereinbelow, the
Partnership will indemnify and hold you harmless in the manner and solely to
the extent specified in Section 6 of the Partnership Agreement (the terms of
which are incorporated herein by reference) against any losses (including
any claims of any Selling Dealers), damages or liabilities, joint or
several, to which you may become subject as a result of entering into, or
performing your duties under, this Agreement.
(b) You agree to indemnify and hold harmless ICON Capital Corp., in its
capacity as General Partner of the Partnership ("ICON") and the Partnership
against any losses, claims, damages or liabilities to which ICON and the
Partnership may become subject under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged
<PAGE>
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances under
which they were made not misleading in each case to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in the Registration Statement or any Preliminary Prospectus or the
Prospectus or any amendment or supplement in reliance upon and in conformity
with written information furnished to ICON by you expressly for use therein;
and to reimburse the Partnership in connection with investigating or
defending any such action or claims.
The indemnity agreement in this paragraph (b) shall be in addition to any
liability which you may otherwise have and shall extend, upon the same terms
and conditions, to each partner of the Partnership, and to each person, if
any, who controls the Partnership within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under paragraph (a) or
(b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such paragraph, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have
to any indemnified party otherwise than under such paragraph. In case any
such action shall be brought against any indemnified party, and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in, and to the extent that it shall
wish, jointly with any other indemnifying party, similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under such paragraph for
any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs of
investigation.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in subsection
(a) of this Section 6 is unavailable in accordance with its terms, the
Partnership and you shall contribute to the aggregate losses, claims,
damages and liabilities of the nature contemplated by said indemnity
agreement incurred by the Partnership and you (or any controlling person),
in such proportions as is appropriate to reflect the relative benefits
received by the Partnership on the one hand and you on the other from the
offering of the Units; provided, however, that if such allocation is not
permitted by applicable law or if the indemnified party failed to receive
the notice required under subsection (a) of this Section 6 or is not
entitled to receive the indemnification provided for in subsection (a) of
this Section 6 because of the second provision thereof, then the relative
fault of the Partnership and you in connection with the statement or
omissions which resulted in such losses, claims, damages and liabilities and
other relevant equitable considerations will be considered together with
such relative benefits. The relative benefits received by the Partnership on
the one hand and you on the other shall be deemed to be in the same
proportion as the total proceeds from the Offering (net of Underwriting Fees
and Sales Commissions but before deducting the O & O Expense Allowance or
Reserves) received by the Partnership bears to the Underwriting Fees and
Sales Commissions received by you, as set forth in the Table on the cover
page of the Prospectus. The relative fault shall be determined by reference
to, among other things, whether in the case of an untrue statement or
alleged untrue statement of a material fact, such statement or omission
relates to information supplied by the Partnership or you and the party's
relative intent, knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission including, with respect to you,
the extent to which such losses, claims, damages or liabilities (or actions
in respect thereof) with respect to any preliminary prospectus result from
the fact that you sold Units to a person to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of the
Prospectus (excluding documents incorporated by reference) or of the
Prospectus as then amended or supplemented (excluding documents incorporated
by reference) if the Partnership has complied with Section 5 hereof. The
amount paid or payable by the indemnified party as a result of the losses,
claims, damages or liabilities referred to above in this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending
against or appearing as a third party witness in any such action or claim.
Notwithstanding the provisions of this subsection (d), you shall
<PAGE>
not be required to contribute any amount in excess of the amount by which
the total price at which the Units purchased by you were offered to the
public exceeds the amount of any damages which you have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation within the meaning of Section 11(f) of the Act shall be
entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation. In addition, certain states may also impose
limitations or indemnifications given or received in a public offering. For
purposes of this subsection (d), each person, if any, who controls you
within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act shall have the same rights to contribution as you shall have.
<PAGE>
8. Representations, Warranties and Covenants of Dealer-Manager.
(a) Qualification of Dealer-Manager and its Representatives. You
represent, warrant and covenant that you are, and during the Offering Period
will continue to be, (i) a member in good standing of the NASD and (ii)
registered as a securities broker-dealer in those jurisdictions wherein
members of, or persons associated with, your firm will offer or sell the
Units. You also represent, warrant and covenant that, during the Offering
Period, you will only permit members of, or persons associated with, your
firm to offer or sell Units if such persons are duly registered or licensed
to sell direct participation program investments by, and in good standing
with, the NASD and those jurisdictions wherein they will offer or sell
Units. You hereby certify that neither your firm nor any member of your firm
has been subject to fine, a consent decree or suspension of your or their
licenses within the last three (3) years, for violation of federal or state
securities or regulations. You also hereby certify that you will promptly
advise the President of ICON Capital Corp. of any civil or administrative
proceedings during the Offering Period involving alleged violations of such
laws or regulations.
(b) Investor Suitability and Minimum Investment. You further represent,
warrant and covenant that no member of, or person associated with your firm,
shall offer or sell Units in any jurisdiction except to investors who
satisfy the investor suitability and minimum investment requirements under
the applicable provisions of the Prospectus or the laws of such jurisdiction
(if they are more restrictive). You hereby acknowledge your firm's
obligations pursuant to NASD Rules, in general and Appendix F of such Rules,
in particular. Specifically, you agree to ensure that, in recommending the
purchase, sale or exchange of Units to an investor, each member of, or
person associated with, your firm shall have reasonable grounds (as required
by Section 3(b) of Appendix F) to believe, on the basis of information
obtained from the investor concerning his investment objectives, other
investments, financial situation and needs, and any other information known
to such member of, or person associated with, your firm, that (i) the
investor is or will be in a financial position appropriate to enable him to
realize to a significant extent the benefits described in the Prospectus,
including the tax benefits to the extent they are a significant aspect of
the Partnership; (ii) the investor has a fair market net worth sufficient to
sustain the risks inherent in an investment in Units in the amount proposed,
including loss, and lack of liquidity of, of such investment; and (iii) an
investment in Units is otherwise suitable for such investor. You further
represent, warrant and covenant that you will: (x) require each member of,
or person associated with your firm, to make diligent inquiry as to the
suitability and appropriateness of an investment in Units from each proposed
investor, (y) retain in your records for a period equal to the longer of (A)
six years from the date of the applicable sale of Units or (B) five years
from the end of the Offering Period (or such longer period as is provided in
Section 8 hereof), and (z) make available to us and the Partnership, upon
request, (and upon your firm's receipt of an appropriate document subpoena
from one of the following, to representatives of the SEC, NASD and
applicable state securities administrators) documents disclosing the basis
upon which the determination as to suitability was reached as to each
purchaser of Units pursuant to a subscription solicited by your firm,
whether such records relate to accounts which have been closed, accounts
which are currently maintained, or accounts hereafter established. You shall
not purchase any Units for a discretionary account without obtaining the
prior written approval of your customer and his signature on a Subscription
Agreement.
(c) Due Diligence; Adequate Disclosure. By signing below and signing each
Subscription Agreement, you hereby acknowledge (or reaffirm, in the latter
case) that, prior to entering into this Agreement, your firm satisfied
itself that it has reasonable grounds to believe, based on information and
other relevant materials made available to you by the Partnership, that all
material facts are adequately and accurately disclosed and provide a basis
for evaluation of an investment in the Units (as is provided in Sections
4(a), (b) and (c) of Appendix F). In determining the adequacy of the
disclosed facts you shall obtain information on material facts relating at a
minimum to the following, if relevant in view of the nature of the
Partnership: (i) items of compensation; (ii) physical properties; (iii) tax
aspects; (iv) financial stability and experience of the General Partner; (v)
the Partnership's conflicts and risk factors and (vi) appraisals and other
pertinent reports. You further acknowledge that you did not, and may not,
rely upon the investigation conducted by us in our capacity as
Dealer-Manager (because of our affiliation with the General Partner) or by
any other Selling Dealers, unless in the latter case all of the conditions
set forth in Section 4(c) of Appendix F have been met.
(d) Compliance with the NASD Rules of Fair Practice. You also hereby agree
that you will require each member of, or person associated with, your firm
to inform any prospective purchaser of Units, prior to his subscription for
Units, of all pertinent facts relating to the liquidity and marketability of
an investment in Units during the term of the investment (as provided in
Section 4(d) of Appendix F). You also hereby agree to fully comply with all
pertinent sections of Article III of the NASD Rules, including, without
limitation, Sections 8, 24 and 36 thereof.
(e) Record-Keeping and Disclosure. You further agree to keep such records
with respect to each investor, his suitability and the amount of Units sold
and retain such records for such period of time as may be required by the
U.S. Securities and Exchange Commission (the "Commission"), any state
<PAGE>
securities commission, the NASD or by the Partnership. You agree to obtain
and to forward to the Partnership any representation letters or related
documents, if any, as are set forth in the Subscription Instructions in
Exhibit C to the Prospectus.
(f) Delivery of the Prospectus in connection with sale of Units. You
hereby represent, covenant and agree that no representative of your firm
shall sell, and your firm shall not endorse and forward any Subscription
Agreement to signify the completion of a subscription for, any Units unless,
in connection therewith, the proposed subscriber for such Units has received
a current copy of the Prospectus at or prior to the time that such person
has signed his or her Subscription Agreement. Your firm acknowledges and
agrees that such proposed subscriber shall not be admitted to the
Partnership and Units issued until the later of (a) the next succeeding
Closing Date or (b) five business days after the date such proposed
subscriber received a copy of the Prospectus (which shall be determined by
the General Partner by the date on which such proposed subscriber signed the
Subscription Agreement).
(g) Compliance with SEC Reg. 240.15c2-8 You hereby (a) represent that
neither you nor any person associated with your firm solicited customers'
orders for Units prior to the Effective Date; (b) represent and agree to
take all reasonable steps to make available a copy of the final Prospectus
relating to such securities to each person associated with your firm who is
expected, after the Effective Date, to solicit customers orders for Units
prior to the making of any such solicitation by such associated persons; (c)
agree to take reasonable steps, as managing underwriter of this Offering, to
furnish each Selling Dealer with sufficient copies, as requested by them, of
the the final Prospectus to enable them to comply with paragraphs (b), (c),
(d) and (e) of SEC Reg. 240.15c2-8 and the prospectus delivery requirements
of Section 5(b)(1) and (2) of the Securities Act of 1933; and (d) agree that
neither you, nor any person associated with your firm, will furnish
Prospectuses to any person in any state (e.g. in any state (i) listed as not
cleared on the Blue-Sky Survey of the Sponsor or (ii) in which your firm or
any person associated with your firm who solicits offers to buy or offers to
sell Units is not currently registered); provided, however, that this
provisions is not to be construed to relieve you from complying with the
requirements of Section 5(b)(1) and (2) of the Securities Act of 1933. You
hereby acknowledge that Prospectuses shall not be furnished by you or any
person associated with your firm to any prospective customer while the
registration statement is subject to an examination, proceeding, or stop
order pursuant to Section 8 of the Securities Act of 1933.
9. Representations, Warranties and Covenants of the Partnership.
(a) A registration statement, including a form of the prospectus and one
or more amendments thereto with respect to the Units has been (i) prepared
by the Partnership in conformity with the requirements of the Act and the
rules and regulations (the "Rules and Regulations") of the Commission
thereunder and (ii) filed with the Commission under the Act. Copies of the
registration statement and each amendment heretofore filed or proposed to be
filed (and of each related preliminary prospectus) have been delivered to
you. The registration statement and the prospectus, as amended at the time
the registration statement becomes effective (the "Effective Date"), are
herein respectively called the "Registration Statement" and "Prospectus,"
except that if the prospectus first filed by the Partnership pursuant to
Rule 424(b) under the Act shall differ from the Prospectus, the term
"Prospectus" shall also include the Prospectus filed pursuant to Rule
424(b).
(b) The Commission has not issued any order preventing or suspending the
use of any preliminary Prospectus. The Registration Statement and the
Prospectus and any further amendments or supplements thereto will, when they
become effective, conform in all material respects to the requirements of
the Act and the Rules and Regulations of the Commission thereunder and will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made
not misleading; provided, however, that the Partnership makes no
representation or warranty as to statements or omissions made in reliance
upon and in conformity with written information furnished to the Partnership
by you expressly for use therein.
(c) ICON Capital Corp., the General Partner of the Partnership ("ICON"),
has been duly incorporated in the State of Connecticut and is validly
existing and in good standing under the laws of the State of Connecticut
with power and authority (corporate and other) to conduct its business and
own its properties as described in the Prospectus.
(d) The Partnership has been duly organized and is validly existing and in
good standing under the laws of the State of Delaware with power and
authority to conduct its business as described in the Prospectus.
(e) On each Closing Date (as hereinafter defined), the Units will conform
to all statements with regard thereto contained in the Prospectus, and the
Partnership will have the authorized and issued capitalization as set forth
in the Prospectus.
(f) Except as reflected in or contemplated by the Registration Statement
or the Prospectus, since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has not been
any material adverse change in the condition of the Partnership or ICON,
financial or otherwise, or any transactions entered into by the Partnership
or ICON, other than transactions in the
<PAGE>
ordinary course of business, which are not required to be disclosed in the
Registration Statement or the Prospectus.
(g) The respective financial statements contained in the Registration
Statement and the Prospectus fairly present the financial condition of the
Partnership and ICON as of the dates specified; and such financial
statements have been prepared in accordance with generally accepted
accounting principles consistently maintained throughout the periods
involved; and KPMG Peat Marwick LLP, who have certified such financial
statements, are independent public accountants as required by the Act and
Rules and Regulations.
(h) No consent, approval, authorization or other order of any governmental
authority is required in connection with the execution or delivery by the
Partnership of this Agreement or the issuance and sale by the Partnership of
the Units, except such as may be required under the Act or state securities
laws.
(i) There are no actions, suits or proceedings pending, or to the
knowledge of the Partnership, threatened against the Partnership, ICON or
any of their property, at law or in equity or before or by any federal or
state Commission, regulatory body or administrative agency or other
governmental body, domestic or foreign, in which any adverse decision might
have a materially adverse effect on the business or property of the
Partnership or ICON.
(j) The execution and delivery of this Agreement, the consummation of the
transactions herein contemplated and compliance with the terms of this
Agreement by the Partnership will not conflict with or constitute a default
under any charter, by-law, indenture, mortgage, deed of trust, lease or
other agreement or instrument to which the Partnership or ICON is a party,
or any law, order, rule or regulation, writ, injunction or decree of any
government, governmental instrumentality or court, domestic or foreign,
having jurisdiction over the Partnership or ICON or any of their property,
except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 6 of this Agreement may be
limited under the applicable securities laws and subject to the provisions
and application of any insolvency, bankruptcy or similar laws for the relief
or benefit of debtors generally and to the limitations on equitable relief.
(k) The Partnership has full legal right, power and authority to enter
into this Agreement and to perform the transactions contemplated hereby,
except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 6 of this Agreement may be
limited under applicable securities laws.
(l) At the time of the delivery of the Units, the Units will have been
duly authorized and validly issued, and upon payment therefor, will be fully
paid and non-assessable and will conform to the description thereof
contained in the Prospectus.
(m) There are no contracts or other documents which are required to be
filed as Exhibits as to the Registration Statement which have not been so
filed.
10. Notice of Termination. This Agreement may be terminated by you or by us
by giving written, cable or telex notice 10 days in advance of your or our
intention to terminate; provided, however, that any rights to receive
commissions in respect of sales of Units made prior to such termination and any
rights to indemnification or contribution hereunder, and all representations,
covenants and agreements contained in this Agreement which, by their terms,
expire or will need to be performed after the termination date of this Agreement
(includin, but not limited to, the suitability record retention and disclosure
covenants contained in Section 8(b) above), shall survive such termination.
<PAGE>
11. Governing Law. This Agreement is being delivered in the State of New
York and shall be construed and enforced in accordance with and governed by the
laws of such State.
Please acknowledge acceptance of the terms hereof by signing the two
enclosed copies of this letter and returning the same to us, whereupon this
letter and your acceptance hereof shall constitute a binding agreement between
us as of the date first above written. We will then supply to you for your files
one of such copies signed by the Partnership and the General Partner.
The Partnership:
ICON Income Fund Eight, consisting of ICON Income Fund
Eight A L.P. and ICON Income Fund Eight B L.P.
(the "Partnerships")
By: ICON Capital Corp., its General Partner
By: _________________________________________
Beaufort J. B. Clarke, President
The Dealer-Manager:
-------------------
ICON Securities Corp.
By: __________________________________________
Thomas W. Martin, Executive Vice President
<PAGE>
Exhibit A
Jurisdictions in which Selling Dealer is Qualified
(__) Alabama (__) Kentucky (__) North Dakota
(__) Alaska (__) Louisiana (__) Ohio
(__) Arizona (__) Maine (__) Oklahoma
(__) Arkansas (__) Maryland (__) Oregon
(__) California (__) Massachusetts (__) Pennsylvania
(__) Colorado (__) Michigan (__) Puerto Rico
(__) Connecticut (__) Minnesota (__) Rhode Island
(__) Delaware (__) Mississippi (__) South Carolina
(__) District of Columbia (__) Missouri (__) South Dakota
(__) Florida (__) Montana (__) Tennessee
(__) Georgia (__) Nebraska (__) Texas
(__) Hawaii (__) Nevada (__) Utah
(__) Idaho (__) New Hampshire (__) Vermont
(__) Illinois (__) New Jersey (__) Virginia
(__) Indiana (__) New Mexico (__) Washington
(__) Iowa (__) New York (__) West Virginia
(__) Kansas (__) North Carolina (__) Wisconsin
(__) Wyoming
The Dealer-Manager:
------------------
ICON Securities Corp.
By:_______________________
Thomas W. Martin,
Executive Vice President
EXHIBIT 1.2
FORM OF
SELLING DEALER AGREEMENT
<PAGE>
1,500,000 UNITS OF LIMITED PARTNERSHIP INTEREST
of
ICON INCOME FUND EIGHT
(a Delaware limited partnership)
SELLING DEALER AGREEMENT
------------------------
_______________, 1998
(Selling Dealer Name
and Address)
Ladies & Gentlemen:
Reference is made to the enclosed Prospectus (the "Prospectus") relating to
the offering by ICON Income Fund Eight, consisting of two Delaware Limited
Partnerships, ICON Income Fund Eight A L.P. ( ICON Eight A) and ICON Income Fund
Eight B L.P. (ICON Eight B) (collectively, "the Partnership), of Limited
Partnership Interests in units of $100 each (the "Units"). The Units and the
terms upon which they are offered are more fully described in the Prospectus,
which is dated as of the date (the "Effective Date") on which the U.S.
Securities and Exchange Commission (the "SEC") declared the registration
statement (the "Registration Statement") for the offering of Units to be
effective.
Pursuant to the authority granted to this corporation by the Partnership in
the Dealer-Manager Agreement, we have selected your firm, and you are agreeing,
to act as a Selling Dealer in accordance with the terms of this Agreement. In
particular, by executing this Agreement you (1) represent to us and the
Partnership that your firm is now, and will at all times during which this
Agreement is effective remain, (a) a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"), (b) duly qualified under
the securities and other applicable laws of each jurisdiction checked off on
Exhibit A to this Agreement (as such shall be immediately amended by you, as
necessary, to reflect any changes therein (i.e., additions thereto, or
subtractions therefrom, of states)) and (c) will offer Units, directly and
through your registered representatives only to the residents of the states so
designated and (2) agree to offer to sell, on a best efforts basis, units of
limited partnership interest in the Partnership (the "Units") (a) directly to
the general public, (b) in an aggregate amount not exceeding the Total Maximum
Offering of 1,500,000 to (c) subscribers which satisfy the suitability standards
set forth in the Prospectus and as determined by your firm in accordance with
the NASD's Rules of Fair Practice as in effect during the Offering Period (as
defined below). All of such subscriptions are subject to acceptance by the
Partnership and may be rejected in the sole discretion of ICON Capital Corp., in
its capacity as General Partner of the Partnership including without limitation
the lack of necessary data or signatures thereon.
In general, the "Offering Period" for the sale of Units commenced on the
date of the Prospectus (which is also the date on the Effective Date and will
terminate on the second anniversary thereof unless (1) the Maximum Offering is
completed earlier (e.g., through the sale of all 1,500,000 Units) or (2)
terminated earlier (with notice to you and the other Selling Dealers) at the
election of the General Partner, in its sole discretion. In addition to the
foregoing general rules, each state must also authorize the sale of Units to its
residents (which state effective dates are as set forth in the Prospectus (for
the states which declared the offering of Units to be effective on the Effective
Date) or on a "Blue-Sky Survey" issued, or to be issued from time to time after
the Effective Date, by the General Counsel of the Dealer-Manager. Finally, most
states authorize the offering of Units to their residents for a maximum of 12
months before requiring the re-registration under their respective securities
laws (and consequently, if you have not received an updated "Blue-Sky Survey" or
Prospectus prior to the anniversary of the Effective Date, should request such
updated materials to confirm the continued qualification of the Offering in
States in which you propose to offer Units for sale beyond the initial 12 month
portion of the Offering Period).
Each date on which any Limited Partner (other than the Original Limited
Partner) is admitted to the Partnership is hereinafter called a "Closing Date".
Once executed by all parties, this Agreement will become effective only upon
your receipt of notification (in the form of the initial "Blue-Sky Survey")
confirming that (1) the Registration Statement with respect to the Units has
become effective under the Securities Act of 1933, as amended (the "Act"), and
(2) Units have been qualified for sale (or are exempt from such qualification
requirements, if any) in at least one jurisdiction in which you have indicated
in Exhibit A that you and those of your registered representatives who are
employed for such purpose are duly qualified and in which your firm intends to
offer to sell Units.
The Partnership will accept subscriptions for the Units subject to the
Partnership's right to terminate the Offering Period at any time without notice
and to reject any subscription in whole or in part, in its sole discretion. The
acceptance of subscriptions is further subject to the following terms and
conditions:
1. Appointment as Selling Dealer. We hereby authorize you to act as a
Selling Dealer during the Offering Period and, on a "best efforts" (and not
"firm underwriting") basis only, to offer Units to potential investors which (a)
satisfy the investor suitability standards (i) set forth in the Prospectus as
well as (ii) under applicable state laws and (iii) the NASD's Rules of Fair
Practice and (b) are acceptable to the Partnership ("Eligible Investors"). As a
Selling Dealer, you will act as an independent contractor and not as our agent
or as agent for the Partnership in connection with your solicitation of
subscriptions for Units and will therefore be
<PAGE>
responsible for assuring that each subscriber satisfies all such requirements.
You agree that you will not make representations or give information which is
not contained in (x) the Prospectus or (y) supplemental sales literature which
we have supplied to you for your use with the general public (as described in
greater detail in Section 5 of this Agreement).
2. Subscriptions for Units. You shall (a) find Eligible Investors for the
Units, (b) keep records of the basis for each determination by a member of, or
person associated with, your firm of a subscriber's suitability and (c) promptly
forward each fully completed and executed copy of the Subscription Agreement, as
signed by each subscriber and countersigned by a supervisory representative of
your firm, together with the related subscription payment (in the form of a
check made payable to "ICON Income Fund Eight Escrow Account" pending receipt
and acceptance by the General Partner of subscriptions for 50,000 Units and
thereafter in the form of a check made payable to "ICON Income Fund Eight
Subscription Account") to:
ICON Securities Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
Each Subscription Agreement and related subscription payment shall be
forwarded by your firm to us at the foregoing address no later than noon of the
next business day after receipt from your customer by any member of, or person
associated with, your firm of such payment, unless such Subscription Agreement
and payment are first forwarded to another of your offices for internal
supervisory review (which shall take place within the aforementioned time
period), in which event such other office shall complete its review and forward
such Subscription Agreement and payment to the above address no later than noon
of the next business day after its receipt thereof. (Notwithstanding the
foregoing, any investor's check not properly completed as described above shall
be promptly returned to such investor not later than the next business day
following your receipt of such check). Each subscription so received by us as
Dealer-Manager will be delivered by us by the end of the business day we receive
same to the General Partner for acceptance or rejection by it by the end of the
next business day. Each such subscription payment received by us and accepted by
the General Partner will be transmitted, as soon as practicable, but in any
event by the end of the second business day following our receipt thereof, to
The Bank of New York (NJ), 226 South Broad Street, Trenton, New Jersey 08608
(the "Escrow Agent") for deposit in an interest-bearing bank account insured by
the Federal Deposit Insurance Corporation which shall be an escrow account in
the name of Escrow Agent pending the receipt of subscriptions for an aggregate
of 37,500 Units and thereafter will be deposited in a segregated subscription
account maintained solely for such purpose by the Partnership. We will return
directly to you any Subscription Agreement which is not accepted by the General
Partner together with the related, subscription payment within two business days
of our receipt of same for your prompt return of same to your customer. Unless
and until an event requiring a refund occurs, a subscriber will have no right to
withdraw his subscription payment from escrow. The General Partner has reserved
the unconditional right to refuse to accept, in whole or in part, any
subscription and related payment and to refuse to accept as a purchaser any
person for any reason whatsoever or no reason.
Unless subscriptions for at least 12,000 Units (excluding ten (10) Units
originally subscribed for by the Original Limited Partner) are received and
accepted by the General Partner on or before the Termination Date, the
Partnership will promptly refund all subscription payments received by it in
full with interest earned thereon, if any, and without deduction, and the
offering shall thereupon terminate. Promptly after receiving and accepting
subscriptions for 12,000 Units (excluding the above referenced ten (10) Units
owned by the Original Limited Partner) the General Partner will notify the
Escrow Agent that Schedule A to the Partnership Agreement has been amended to
admit as Limited Partners subscribers (other than those who are residents of the
Commonwealth of Pennsylvania, which requires that a minimum of 37,500 Units must
be sold before such residents' subscription payment may be released from escrow)
for whom subscriptions have been accepted, and the Escrow Agent is to pay over
promptly to the Partnership the amount of all of such subscribers' subscription
payments then on deposit and shall distribute interest earned on each
subscription payment to the subscribers entitled to interest earned on his
subscription. The date on which such admission of Limited Partners shall occur
is hereinafter called the "Initial Closing Date." Under regulations of the
Commonwealth of Pennsylvania, until subscriptions for 5% (or $3,750,000) of the
Maximum Offering have been received, the subscription payments of Pennsylvania
residents must be held in escrow. After subscriptions for the residents of all
jurisdictions including Pennsylvania have been received, all remaining
subscriptions then being held in escrow will be released from escrow upon the
next Closing Date and the applicable subscribers admitted to the Partnership as
Limited Partners (in the manner described in the preceding sentence). Following
the Initial Closing Date, the General Partner will continue to accept
subscriptions for additional Units during the remainder of the Offering Period
and to admit to the Partnership as Limited Partners subscribers whose
subscriptions are accepted. Such admissions will take place from time to time as
shall be determined by the General Partner, with the anticipation that Closings
subsequent to the Initial Closing will occur as frequently as weekly but not
less frequently than twice each month following the Initial Closing Date and
promptly following the end of the Offering Period.
The Partnership, by its acceptance of this Agreement, agrees to pay you an
amount equal to 8.0% of the total purchase price of all Units sold through
your efforts, except for the following types of Unit sales to officers,
employees and securities representatives of the General Partner, its
Affiliates and each Selling Dealer ("Affiliated Limited Partners") may
purchase Units for a Net Unit Price of $92.00 per Unit and 92% of $.01 for
each 1/10,000th of a Unit purchased (rounded to the next highest $.01) as to
which no Sales Commissions are payable. Purchases of Units by Affiliated
Limited Partners shall be for investment purposes only and not with a view
toward resale.
All such compensation will be paid by the Partnership within 30 days after
each Closing Date in respect of subscriptions submitted by investors who were
admitted to the Partnership on such Closing Date. In addition, you will be
entitled to reimbursement, on a fully accountable basis, for bona fide due
diligence fees and expenses actually incurred by your firm in an amount not
exceeding the lesser of (a) 1/2 of 1% of the Gross Offering Proceeds or (b) the
maximum amount permitted to be paid under the National Association of Securities
Dealers, Inc. (the "NASD")'s Rules of Fair Practice (the "NASD Rules").
<PAGE>
Notwithstanding the foregoing, no compensation will be paid in respect of
subscriptions (or portions thereof) which have been rejected by the General
Partner, or in the event the Minimum Offering for 12,000 Units is not
successfully completed.
Prior to the time when subscriptions for 37,500 Units have been received, we
may from time to time advance to you from our own funds in an amount equal to
the Sales Commissions (computed as above). Any such advances shall be payable
only with respect to bona fide subscription transactions (as referenced in
Section 5(b)(3) of Appendix F to Section 34, Article III, of the NASD's Rules of
Fair Practice) for subscriptions for Units accepted by the General Partner as of
date any such advance is made. Sales Commissions with respect to Units actually
sold by you or your registered representatives will be due and payable to you
within 30 days of each Closing Date (as hereinafter defined) on which the
subscribers for such Units are admitted as Limited Partners. To the extent that
any such commissions are advanced to you (pursuant to the preceding sentences of
this paragraph) prior to the Closing Date when they actually are due and payable
to you, such advances shall be returnable by you to us, in the event that, for
any reason, the applicable subscribers are not admitted to the Partnership as
Limited Partners on a Closing Date. You also agree that advances are repayable
by you to us, and that the Partnership is authorized as your agent to pay us (as
an offset to your commissions on such sales) upon the Closing applicable
thereto. "Qualified Units" shall mean only those Units for which the particular
state in which the Units are sold does not (i) require that more than 12,000
Units be sold before subscribers from such state may be admitted as Limited
Partners or (ii) prohibit the payment of commissions with respect to sales of
such Units, provided, however, when the aggregate number of Units sold exceeds
the requirements of the particular state with respect to (i) and/or (ii) above,
such Units shall become Qualified Units.
3. Termination of Agreement. The provision of this Agreement relating to the
offering of the Units shall terminate as to the Partnership upon the completion
of the Offering Period, and may be terminated by you or us as specified in
Section 10 of this Agreement, subject to the survival of all provisions hereof
which by their nature are intended to survive termination of this Agreement.
4. Limitations on Payments. You agree that neither you nor any salesperson
under your control shall directly or indirectly pay or award any finder's fees,
commissions or other compensation to any person engaged by a potential investor
for investment advice as an inducement to such advisor to advise the purchase of
Units; provided, however, that this provision shall not prohibit the normal
sales commission payable to any properly licensed person for selling Units. In
addition, you agree not to receive any rebates or give-up or participate in any
reciprocal business arrangements (other than the securities distribution
arrangements specified in the Prospectus) which would violate any restriction on
the Partnership contained in the Prospectus.
5. Supplementary Sales Material. You agree that you will not use any
supplementary sales material other than the Prospectus (including, inter alia,
transmittal letters, underwriting memoranda, summary descriptions, graphics,
supplemental exhibits, media advertising, charts, pictures, written scripts or
outlines), whether prepared to solicit sales to prospective investors or for the
exclusive use of you and your personnel, except as supplied by the Partnership
and described under the caption "Supplemental Literature" in the Prospectus, or
otherwise specifically described in a written advice from the Partnership
authorizing the type and manner of use. The use of any such other supplementary
sales material is expressly prohibited except to the extent specified in any
such written advice.
6. Right To Sell. Notwithstanding any information furnished or any action
taken by us in that connection, we shall have no obligation or liability with
respect to the registration or qualification of the Units in any jurisdiction or
the qualification or right of you or any Selling Dealer to sell or advertise
them therein.
7. Limited Obligations. Nothing herein contained shall constitute the
Selling Dealers as a partnership, association or other separate entity or
partners with us, or with each other, but you shall be responsible for your
share of any liability or expense based on any claim to the contrary. We shall
not be under any liability to you, except for obligations expressly assumed in
this Agreement and any liabilities under the Act, and no other obligations on
our part shall be implied hereby or inferred herefrom.
(a) We will indemnify and hold you harmless in the manner and to the
extent specified in Section 6.3 of the Partnership Agreement (the terms of
which are incorporated by reference) against any losses, claims, damages or
liability, joint or several to which you may become subject under the Act or
otherwise, insofar as such losses, claims damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement, Prospectus, or amendment or supplement thereto relating to the
Partnership, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein in light of the circumstances under
which they were made not misleading; and will reimburse you for any legal or
other expenses reasonably incurred by you in connection with investigating
or defending any such action or claim; provided, however, that we shall not
be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or an
alleged untrue statement or omission or alleged omission made in any
Registration Statement, Prospectus, or amendment or supplement thereto in
reliance upon and in conformity with written information furnished to us by
you expressly for use therein, and further provided that we will not be
liable in any case if it is determined that you were at fault in connection
with any loss, claim, damage or liability.
The indemnity agreement in this Subsection (a) shall be in addition to any
liability which we may otherwise have and shall extend upon the same terms
and conditions to each person, if any, who controls you within the meaning
of the Act.
(b) You agree to indemnify us and the Partnership and hold us and the
Partnership harmless against any losses, claims, damages or liabilities to
which we or the Partnership may become subject, (1) under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or action
in respect thereof) arise out of or are based upon any untrue statement or
<PAGE>
alleged untrue statement of any material fact contained in any Registration
Statement, Prospectus, or amendment or supplement to the Prospectus relating
to the Partnership or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein in light of the
circumstances under which they are made not misleading, that such untrue or
alleged untrue statement or omission or alleged omission was made in any
Registration Statement, Prospectus, or amendment or supplement to any
Prospectus in reliance and in conformity with written information furnished
to us by you for use therein or (ii) under the Act or otherwise, for any
breach of the provisions of Sections 2, 5, 9, 10 and 11 of this Agreement;
and to reimburse us or the Partnership for any legal or other expenses
reasonably incurred by us or the Partnership in connection with
investigating or defending any such action or claim.
The indemnity agreement in the Subsection (b) shall be in addition to any
liability which you may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the undersigned, and to each
person, if any, who controls the undersigned within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under Subsection (a) or
(b) above of notice of the commencement of any action, if a claim in respect
thereof is to be made against the indemnifying party under such Subsection,
such indemnified party shall notify the indemnifying party in writing of the
commencement thereof; but the omission to so notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such Subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled
to participate in, and, to the extent that it shall wish, to jointly
participate with any other indemnifying party, similarly notified, in the
defense thereof with the indemnified party. The indemnifying party shall pay
all legal fees and expenses of the indemnified party in the defense of such
claims or actions, provided, however, that the indemnifying party shall not
be obliged to pay legal expenses and fees to more than one law firm in
connection with the defense of similar claims arising out of the same
alleged acts or omissions giving rise to such claims notwithstanding that
such actions or claims are alleged or brought by one or more parties against
one or more than one indemnified party. In the case such claims or actions
are alleged or brought against more than one indemnified party, then the
indemnifying party shall be obliged only to reimburse the expenses and fees
of the one law firm which has been selected by a majority of the indemnified
parties against which such action is brought finally and in the event the
majority of such indemnified parties are unable to agree on which law firm
for which expenses or fees will be reimbursed by the indemnifying party,
then payments shall be made to the first law firm of record representing an
indemnified party against the action or claim. Such law firm shall be paid
only to the extent of the services performed by such law firm and no
reimbursement shall be payable to such law firm on account of legal services
performed by another law firm. Notwithstanding anything contained herein to
the contrary, an indemnified party may not settle or compromise any action
brought against such indemnified party without the prior written consent of
the indemnifying party.
(d) The provisions of this Section 7 shall remain in full force and effect
after the termination of this Agreement.
Notwithstanding the foregoing, no Selling Dealer shall be indemnified for
any losses, liabilities or expenses arising from or out of any alleged
violation of federal or state securities laws, unless (a) there shall have
been a successful adjudication on the merits of each count involving alleged
securities law violations as to the particular indemnitee and a court shall
have approved indemnification of litigation costs, or (b) such claims shall
have been dismissed with prejudice on the merits, and indemnification of
litigation costs shall have been approved, by a court of competent
jurisdiction as to the particular indemnitee, or (c) a court of competent
jurisdiction shall have approved a settlement of the claims against a
particular indemnitee and found that indemnification of the settlement and
related costs should be made. In any claim for indemnification for federal
or state securities law violations, any Selling Dealer seeking
indemnification shall place before the court the position of the Securities
and Exchange Commission, the Massachusetts Securities Division and other
applicable state securities commissions with respect to the issue of
indemnifications for securities law violations.
<PAGE>
8. Representations, Warranties and Covenants of Selling Dealer.
You represent, warrant and covenant as of the date this Agreement is
executed on behalf of your firm and as of the date any Subscription Agreement is
forwarded to us, the Partnership or to the General Partner of the Partnership as
follows:
(a) Qualification of Selling Dealer and its Representatives. You
represent, warrant and covenant that you are, and during the Offering Period
will continue to be, (i) a member in good standing of the NASD and (ii)
registered as a securities broker-dealer in those jurisdictions wherein
members of, or persons associated with, your firm will offer or sell the
Units. You also represent, warrant and covenant that, during the Offering
Period, you will only permit members of, or persons associated with, your
firm to offer or sell Units if such persons are duly registered or licensed
to sell direct participation program investments by, and in good standing
with, the NASD and those jurisdictions wherein they will offer or sell
Units. You hereby certify that neither your firm nor any member of your firm
has been subject to fine, a consent decree or suspension of your or their
licenses within the last three (3) years, for violation of federal or state
securities or regulations. You also hereby certify that you will promptly
advise the President of ICON Securities Corp. of any civil or administrative
proceedings during the Offering Period involving alleged violations of such
laws or regulations.
(b) Investor Suitability and Minimum Investment. You further represent,
warrant and covenant that no member of, or person associated with your firm,
shall offer or sell Units in any jurisdiction except to investors who
satisfy the investor suitability and minimum investment requirements under
the most restrictive of the following: (A) applicable provisions of the
Prospectus, (B) the laws of the jurisdiction of which such subscriber is a
resident, and (C) the NASD's Rules of Fair Practice in general and Appendix
F of such Rules, in particular. Specifically, you agree to ensure that, in
recommending the purchase, sale or exchange of Units to an investor, each
member of, or person associated with, your firm shall have reasonable
grounds (as required by Section 3(b) of Appendix F) to believe, on the basis
of information obtained from the investor (and thereafter maintained in the
manner and for the period provided in such Rules) concerning his age,
investment objectives, other investments, financial situation and needs, and
any other information known to such member of, or person associated with,
your firm, that (i) the investor is or will be in a financial position
appropriate to enable him to realize to a significant extent the benefits
described in the Prospectus, including the tax benefits to the extent they
are a significant aspect of the Partnership; (ii) the investor has a fair
market net worth sufficient to sustain the risks inherent in an investment
in Units in the amount proposed, including loss, and lack of liquidity of,
of such investment; and (iii) an investment in Units is suitable in type and
amount for such investor. You further represent, warrant and covenant that
you will: (x) require each member of, or person associated with your firm,
to make diligent inquiry as to the suitability and appropriateness of an
investment in Units from each proposed investor, (y) retain in your records
for a period equal to the longer of (A) six years from the date of the
applicable sale of Units or (B) five years from the end of the Offering
Period (or such longer period as is provided in Section 9 hereof), and (z)
make available to us and the Partnership, upon request, (and upon your
firm's receipt of an appropriate document subpoena from one of the
following, to representatives of the SEC, NASD and applicable state
securities administrators) documents disclosing the basis upon which the
determination as to suitability was reached as to each purchaser of Units
pursuant to a subscription solicited by your firm, whether such records
relate to accounts which have been closed, accounts which are currently
maintained, or accounts hereafter established. You shall not purchase any
Units for a discretionary account without obtaining the prior written
approval of your customer and his or her signature on a Subscription
Agreement.
(c) Due Diligence; Adequate Disclosure. By signing below and signing each
Subscription Agreement, you hereby acknowledge (or reaffirm, in the latter
case) that, prior to entering into this Agreement, your firm satisfied
itself that it has reasonable grounds to believe, based on information and
other relevant materials made available to you by the Partnership, that all
material facts are adequately and accurately disclosed and provide a basis
for evaluation of an investment in the Units (as is provided in Sections
4(a), (b) and (c) of Appendix F). In determining the adequacy of the
disclosed facts you shall obtain information on material facts relating at a
minimum to the following, if relevant in view of the nature of the
Partnership: (i) items of compensation; (ii) physical properties; (iii) tax
aspects; (iv) financial stability and experience of the General Partner; (v)
the Partnership's conflicts and risk factors; and (vi) appraisals and other
pertinent reports. You further acknowledge that you did not, and may not,
rely upon the investigation conducted by us in our capacity as
Dealer-Manager (because of our affiliation with the General Partner) or by
any other Selling Dealers, unless in the latter case all of the conditions
set forth in Section 4(c) of Appendix F have been met.
(d) Compliance with the NASD Rules of Fair Practice. You also hereby agree
that you will require each member of, or person associated with, your firm
to inform any prospective purchaser of Units, prior to his subscription for
Units, of all pertinent facts relating to the liquidity and marketability of
an investment in Units during the term of the investment (as provided in
Section 4(d) of Appendix F). You also hereby agree to fully comply with all
pertinent sections of Article III of the NASD Rules of Fair Practice,
including, without limitation, Sections 8, 24 and 36 thereof.
(e) Delivery of the Prospectus in connection with sale of Units. You
hereby represent, covenant and agree that no representative of your firm
shall sell, and your firm shall not endorse and forward any Subscription
Agreement to signify the completion of a subscription for, any Units unless,
in connection therewith, the proposed subscriber for such Units has received
a current copy of the Prospectus at or prior to the time that such person
has signed his or her Subscription Agreement. Your firm acknowledges and
agrees that such proposed subscriber shall not be admitted to the
Partnership and Units issued until the later of (a) the next succeeding
Closing Date or (b) five business days after the date such proposed
subscriber received a copy of the Prospectus (which shall be determined by
the General Partner by the date on which such proposed subscriber signed the
Subscription Agreement).
<PAGE>
(f) Compliance with SEC Reg. 240.15c2-8 You hereby (a) represent that
neither you nor any person associated with your firm solicited customers'
orders for Units prior to the Effective Date; (b) represent and agree to
take all reasonable steps to make available a copy of the final Prospectus
relating to such securities to each person associated with your firm who is
expected, after the Effective Date, to solicit customers orders for Units
prior to the making of any such solicitation by such associated persons; and
(c) agree that neither you, nor any person associated with your firm, will
furnish Prospectuses to any person in any state (e.g. in any state (i)
listed as not cleared on the Blue-Sky Survey of the Sponsor or (ii) in which
your firm or any person associated with your firm who solicits offers to buy
or offers to sell Units is not currently registered); provided, however,
that this provisions is not to be construed to relieve you from complying
with the requirements of Section 5(b)(1) and (2) of the Securities Act of
1933. You hereby acknowledge that Prospectuses shall not be furnished by you
or any person associated with your firm to any prospective customer while
the registration statement is subject to an examination, proceeding, or stop
order pursuant to Section 8 of the Securities Act of 1933.
9. Record-Keeping and Disclosure. You further agree to keep such records
with respect to each investor, his suitability and the amount of Units sold and
retain such records for such period of time as may be required by the U.S.
Securities and Exchange Commission, any state securities commission, the NASD or
by the Partnership. You agree provide the Partnership with to obtain and to
forward to the Partnership any representation letters or related documents, if
any, as are set forth in the Subscription Instructions in Exhibit C to the
Prospectus.
10. Notice of Termination. This Agreement may be terminated by you or by us
by giving written, cable or telex notice 10 days in advance of your or our
intention to terminate; provided, however, that any rights to receive
commissions in respect of sales of Units made prior to such termination and any
rights to indemnification or contribution hereunder, and all representations,
covenants and agreements contained in this Agreement which, by their terms,
expire or will need to be performed after the termination date of this Agreement
(including, but not limited to, the suitability record retention and disclosure
covenants contained in Section 8(b) above), shall survive such termination.
11. Governing Law. This Agreement is being delivered in the State of New
York and shall be construed and enforced in accordance with and governed by the
laws of such State.
Please acknowledge acceptance of the terms hereof by signing the two
enclosed copies of this letter and returning the same to us, whereupon this
letter and your acceptance hereof shall constitute a binding agreement between
us as of the date first above written. We will then supply to you for your files
one of such copies signed by the Partnership and the General Partner.
The Dealer-Manager:
-------------------
ICON Securities Corp.
By: __________________________________________
Thomas W. Martin, Executive Vice President
<PAGE>
Acceptance by the Selling Dealer
The above Agreement is hereby accepted, approved and confirmed as of the
date first above written. We certify that we have received a copy of the
Prospectus and that we are, and during the Offering Period will continue to be,
a member in good standing of the National Association of Securities Dealers,
Inc. and registered as a securities broker-dealer in those jurisdictions wherein
we or any member of, or person associated with, our firm will offer or sell
Units.
The Selling Dealer:
-------------------
-------------------------------------------------
(Corporate or firm name)
-------------------------------------------------
(Taxpayer Identification Number)
-------------------------------------------------
(Address)
-------------------------------------------------
(Signature of authorized Date
officer or partner)
-------------------------------------------------
(Printed name and title of person signing)
-(---)------------------------------
(Telephone Number)
Acceptance by The Partnership
-----------------------------
ICON Income Fund Eight hereby accepts the above Agreement as of the date
first above written.
The Partnership:
ICON Income Fund Eight, consisting of two Delaware limited
partnerships, ICON Income Fund Eight A L.P. and
ICON Income Fund Eight B L.P. (the "Partnerships")
By: ICON Capital Corp., its General Partner
By: __________________________________________
Thomas W. Martin, Executive Vice President
The General Partner:
--------------------
ICON Capital Corp.
By: __________________________________________
Thomas W. Martin, Executive Vice President
<PAGE>
Exhibit A
---------
Jurisdictions in which Selling Dealer Certifies that it is Qualified
--------------------------------------------------------------------
(__) Alabama (__) Kentucky (__) North Dakota
(__) Alaska (__) Louisiana (__) Ohio
(__) Arizona (__) Maine (__) Oklahoma
(__) Arkansas (__) Maryland (__) Oregon
(__) California (__) Massachusetts (__) Pennsylvania
(__) Colorado (__) Michigan (__) Puerto Rico
(__) Connecticut (__) Minnesota (__) Rhode Island
(__) Delaware (__) Mississippi (__) South Carolina
(__) District of Columbia (__) Missouri (__) South Dakota
(__) Florida (__) Montana (__) Tennessee
(__) Georgia (__) Nebraska (__) Texas
(__) Hawaii (__) Nevada (__) Utah
(__) Idaho (__) New Hampshire (__) Vermont
(__) Illinois (__) New Jersey (__) Virginia
(__) Indiana (__) New Mexico (__) Washington
(__) Iowa (__) New York (__) West Virginia
(__) Kansas (__) North Carolina (__) Wisconsin
(__) Wyoming
The Selling Dealer:
-------------------
_________________________
(Corporate or firm name)
EXHIBIT 4.3
CERTIFICATE OF
LIMITED PARTNERSHIP
<PAGE>
CERTIFICATE OF LIMITED PARTNERSHIP
OF
ICON GLOBAL FUND EIGHT L.P.
The undersigned, desiring to form a limited partnership pursuant to the
provisions of the Delaware Revised Uniform Limited Partnership Act, as amended
(the "Act"), does hereby certify and swear as follows:
1. Name of Limited Partnership. The name of the Partnership is "ICON
Global Fund Eight L.P. (the "Partnership").
2. Registered Office and Agent. The address of the Partnership's
registered office in Delaware is 1013 Centre Road, Wilmington,
County of New Castle. The name and address of the Partnership's
registered agent for service of is Corporation Service Company, 1013
Centre Road, County of New Castle, Wilmington, Delaware 19805.
3. General Partner's Name and Address. The name and address of the sole
general partner of the Partnership is as follows:
ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, NY 10528
This Certificate was duly executed in accordance with and is being filed
pursuant to the provisions of ss. 17-201 of the Act, and the rights of creditors
of the Partnership and the partners are intended to be governed by the Act.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership of ICON Global Fund Eight L.P. as of May 30, 1997.
General Partner:
By: ICON Capital Corp.
-----------------------------
General Partner
By: /s/ Thomas W. Martin
------------------------
Thomas W. Martin
Executive Vice President
<PAGE>
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
ICON INCOME GLOBAL FUND EIGHT L.P.
It is hereby certified that:
FIRST; The name of the limited partnership (hereinafter called the
"partnership") is ICON GLOBAL FUND EIGHT L.P.
SECOND; Pursuant to provisions of Section 17-202, Title 6, Delaware Code,
the certificate of Limited Partnership is amended as follows:
"FIRST: The name of the limited partnership (hereinafter called the
"partnership")
is ICON INCOME FUND 8 L.P."
The undersigned, a general partner of the partnership, executed this
Certificate of Amendment on April 22, 1998.
Bethany Cassin
----------------------------------------
ICON Capital Corp., General Partner
Bethany Cassin, Assistant Vice President
<PAGE>
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND 8 L.P.
It is hereby certified that:
FIRST; The name of the limited partnership (hereinafter called the
"partnership") is ICON INCOME FUND 8 L.P.
SECOND; Pursuant to provisions of Section 17-202, Title 6, Delaware Code,
the certificate of Limited Partnership is amended as follows:
"FIRST: The name of the limited partnership (hereinafter called the
"partnership")
is ICON INCOME FUND 8-A L.P."
The undersigned, a general partner of the partnership, executed this
Certificate of Amendment on May 8, 1998.
Bethany Cassin
----------------------------------------
ICON Capital Corp., General Partner
Bethany Cassin, Assistant Vice President
<PAGE>
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND 8-A L.P.
It is hereby certified that:
FIRST; The name of the limited partnership (hereinafter called the
"partnership") is ICON INCOME FUND 8-A L.P.
SECOND; Pursuant to provisions of Section 17-202, Title 6, Delaware Code,
the certificate of Limited Partnership is amended as follows:
"FIRST: The name of the limited partnership (hereinafter called the
"partnership")
is ICON INCOME FUND EIGHT A L.P."
The undersigned, a general partner of the partnership, executed this
Certificate of Amendment on May 22, 1998.
Bethany Cassin
----------------------------------------
ICON Capital Corp., General Partner
Bethany Cassin, Assistant Vice President
EXHIBIT 5.1
TAX OPINION OF COUNSEL
<PAGE>
May 29, 1998
ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, NY 10528
Ladies and Gentlemen:
You have asked for our opinion as to certain federal income tax issues
associated with the formation and operation of ICON Income Fund Eight A L.P.
(the "Partnership"), a Delaware limited partnership formed pursuant to the
Agreement of Limited Partnership (the "Partnership Agreement") dated as of May
28, 1998, among ICON Capital Corp., as General Partner, Thomas W. Martin, as the
Original Limited Partner, and such additional Limited Partners as may
subsequently be admitted to the Partnership. Capitalized terms used herein
without definition shall have the meanings ascribed thereto in the Partnership
Agreement.
In rendering the opinions set forth herein, we have examined originals or
copies, the authenticity of which has been established to our satisfaction, of
(1) the Certificate of Limited Partnership of the Partnership as filed with the
Delaware Secretary of State on July 9, 1997, as amended, (2) the Partnership
Agreement, (3) the Registration Statement on Form S-1 (the "Registration
Statement") to be filed on behalf of the Partnership with the Securities
Exchange Commission (the "Commission") on even date, and its enclosures,
including the preliminary prospectus (the "Preliminary Prospectus"), and (4)
such other instruments and documents as we deemed necessary as a basis for the
opinions set forth herein, and we have assumed the accuracy of the facts set
forth in the Preliminary Prospectus. We have also relied, with your consent and
without independent investigation, on your representations that:
1. The activities and operations of the Partnership will be carried on in
the manner contemplated by the Partnership Agreement and the Preliminary
Prospectus and in accordance with applicable law.
2. Partnership Units will not be listed on a securities exchange or NASDAQ
and, as required by the Partnership Agreement, the General Partner will not
permit transfers of Units if any such transfers would cause the Partnership to
be treated as a "publicly traded partnership" within the meaning of Section 7704
of the Code.
<PAGE>
ICON Capital Corp.
May 29, 1998
Page 2
Based on the foregoing, we are of the opinion that for federal income tax
purposes under current law the Partnership will be treated as a partnership and
not as an association taxable as a corporation and it will not be treated as a
"publicly traded partnership" within the meaning of Section 7704 of the Code.
We have reviewed the discussion set forth in the Preliminary Prospectus
under the headings "RISK FACTORS -Federal Income Tax Risks and ERISA Matters,"
"FEDERAL INCOME TAX CONSEQUENCES" and 'INVESTMENT BY QUALIFIED PLANS." To the
extent such discussion contains statements or conclusions of law, we are of the
opinion that, subject to the qualifications contained in such discussion
relating to issues as to which we decline to opine and the reasons therefor,
such statements and conclusions are correct.
Our opinion is based on existing laws, regulations, published
administrative positions of the Internal Revenue Service and judicial decisions,
all of which are subject to change (possibly with retroactive effect) and
reinterpretation, and there can be no assurance that the Internal Revenue
Service will take a similar view as to any of the tax consequences described.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Commission.
Very truly yours,
Day, Berry & Howard LLP
May 29, 1998
ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, NY 10528
Ladies and Gentlemen:
We have acted as counsel to ICON Capital Corp., a Connecticut corporation
("ICON"), in connection with the offering of Units (as hereinafter defined) in
ICON Income Fund Eight A L.P., a Delaware limited partnership ("ICON Eight A")
and ICON Income Fund Eight B L.P., a Delaware limited partnership ("ICON Eight
B"), each of which has been or is expected to be formed as a Delaware limited
partnership. ICON Eight A and ICON Eight B are hereinafter referred to
individually as a "Partnership" and collectively as the "Partnerships".
We have participated in the preparation of the Registration Statement on
Form S-1 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), to be filed with the Securities and Exchange
Commission (the "Commission") on or about the date hereof covering the issuance
of up to an aggregate of 150,000 units (the "Units") of limited partnership
interests in the Partnerships.
We have examined (i) the Certificate of Limited Partnership of ICON Eight
A, as amended to date, (ii) the Agreement of Limited Partnership of ICON Eight A
dated as of May 28, 1998 (the "ICON Eight A Partnership Agreement"), (iii) the
form of Certificate of Limited Partnership of ICON Eight B to be filed with the
Secretary of State of the State of Delaware, (iv) the form of Agreement of
Limited Partnership of ICON Eight B (the "ICON Eight B Partnership Agreement")
filed as Exhibit A to the Prospectus constituting part of the Registration
Statement (the "Prospectus"), and such other documents pertaining to the
Partnerships as we have deemed necessary or appropriate for purposes of
rendering this opinion. In such examination, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
<PAGE>
ICON Capital Corp.
May 29, 1998
Page 2
Based upon and subject to the foregoing, and assuming that sales of the
Units will be made in accordance with the terms and conditions stated in the
Registration Statement, the ICON Eight A Partnership Agreement and the ICON
Eight B Partnership Agreement, as the case may be, we are of the opinion that
(i) each of the Units to be issued pursuant to the ICON Eight A Partnership
Agreement will be duly authorized and, when issued and paid for as described in
the Prospectus, will be fully paid and non-assessable and (ii) upon execution
and filing of the Certificate of Limited Partnership of ICON Eight B with the
Secretary of State of the State of Delaware and the execution of the ICON Eight
B Partnership Agreement, each of the Units to be issued pursuant to the ICON
Eight B Partnership Agreement will be duly authorized and, when issued and paid
for as described in the Prospectus, will be fully paid and non-assessable, in
each case except as provided in Section 17-607(b) of the Delaware Revised
Uniform Limited Partnership Act.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Commission.
Very truly yours,
Day, Berry & Howard LLP
JAC/pac
EXHIBIT 23.1
CONSENT OF
KPMG PEAT MARWICK LLP
<PAGE>
Exhibit 23.1
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.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
May 29, 1998
EXHIBIT 99.1
TABLE VI
ACQUISITION OF EQUIPMENT
BY THE PRIOR PUBLIC PROGRAMS
TABLE VI
Acquisition of Equipment - Recent Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at December 31,
1997:
<TABLE>
<CAPTION>
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>
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 Rancho Cucamong, CA Computers Feb-95 0 27,414 27,414
Bistro 821 Dba, Mikli
Enterprises 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., Inc. 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 & Compon. 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, Inc. & A & J 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, Martin 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, Inc. 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., Inc.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 CorporationIrvine, 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 Florida Tallahassee, 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
Labs, Collegeville, 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, Inc. 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 Communications 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
Viking Bakery dba, BCR Viking 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 10,773,056 10,941,407
------------ ------------- -----------
$88,798,428 $70,411,905 $159,210,333
============ ============= ===========
</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 December 31, 1997.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
