ICON INCOME FUND EIGHT A L.P.
SUPPLEMENT NO. 3
DATED APRIL 14, 1999
TO PROSPECTUS DATED SEPTEMBER 23, 1998
This Supplement No. 3 dated April 14, 1999 ("Supplement No. 3") updates
and revises the prospectus (the "Prospectus") dated September 23, 1998 as
previously supplemented by Supplement No. 1 dated January 8, 1999
("Supplement No. 1") and Supplement No. 2 dated January 29, 1999
("Supplement No. 2".) This Supplement No. 3 forms a part of, and must be
accompanied or preceded by the Prospectus and incorporates all changes made
to the Prospectus by Supplement No. 1. and Supplement No. 2 (Capitalized
terms used in this Supplement No. 3 and not defined in this Supplement No.
3 have the meanings specified in the Prospectus.)
Supplement No. 3 describes the current status of the Offering and
equipment acquisition efforts and describes changes in the management of
the General Partner.
STATUS OF THE OFFERING AND EQUIPMENT ACQUISITION EFFORTS
The Offering commenced on September 23, 1998. As of April 13, 1999,
investor closings have been held reflecting the sale of 286,307.61 Units
($28,630,761) to 1,378 Limited Partners (exclusive of the Initial Limited
Partner which has withdrawn in accordance with the procedures described in
the Prospectus), which leaves a maximum of 463,692.39 Units ($46,369,238)
available for sale. In view of these closings, the material in the
Prospectus on pages 80-81 under the heading "PLAN OF DISTRIBUTION -
Segregation of Subscription Payments" should be considered revised because
the Minimum Offering required to release the general investor funds from
the Escrow Account and the special amount needed to release Pennsylvania
funds from the Escrow Account have been met.
Included with this Supplement No. 3 is a summary of the equipment
acquisition, leasing and financing efforts of the Partnership; details of
the transactions representing approximately ten percent or more of the
offering proceeds raised to date are provided below.
Amazon.com, Inc.
Amazon.com, Inc. ("Amazon.com"), an online retailer mainly selling books,
compact disks, video and audio tapes, and more recently prescription drugs
via the affiliate Drugstore.com, has leased $7,687,321 of information
systems and network server equipment with a primary lease term ending March
30, 2002. Amazon.com sells to the global general public via the Internet
with (according to the Company) more than 3 million book titles and about
225,000 music titles that are sold to approximately 6.2 million customer
accounts. The company completed its initial public offering in May 1997,
and is currently traded on the NASDAQ market system.
America West Airlines, Inc.
America West Airlines, Inc. ("America West"), believed to be the ninth
largest commercial air carrier in the United States as measured by
passenger enplanement, is leasing two Boeing 737-200 Advanced aircraft
which the Partnership acquired in March 1999 with a gross purchase price of
$13,699,000 and a primary lease term ending December 2003. America West has
hubs in Phoenix, Las Vegas and Columbus, Ohio and serves both domestic and
international destinations.
BP Amoco Plc
The Partnership acquired a 115 foot tugboat and a 414 foot, 70,000 barrel
tank barge on charter to Keystone Great Lakes, Inc., whose obligations are
ultimately guaranteed by BP Amoco Plc. The Vessels had a gross purchase
price of $13,310,245 with a primary lease term ending March 30, 2003. BP
Amoco Plc is one of the world's largest oil companies.
Oxford Health Plans, Inc.
Oxford Health Plans, Inc. ("Oxford") has leased various pieces of
information systems equipment under primary leases ending December 31,
2001. This equipment enables the processing and storage of data and had a
gross purchase price of $17,879,210. Oxford is one of the largest managed
healthcare providers in the United States providing health benefit plans.
The company's product lines include traditional health maintenance
organizations, point-of-service plans, third-party administration of
employer funded benefit plans, Medicare and Medicaid plans, and dental
plans.
Portland General Electric Company
Portland General Electric Company ("Portland General"), an electric
utility engaged in the generation, purchase, transmission, distribution and
sale of electricity in the State of Oregon and servicing 54 cities
including Portland and Salem, is leasing a coal unloading and handling
facility (the "Facility") which was acquired by the Partnership in December
1998. The Facility had a gross purchase price of $28,244,464 with a
primary lease term ending January 23, 2005. It serves Portland General's
coal fired power-generating plant located in Boardman, Oregon, the second
largest plant in Portland General's system believe to represent 15.6% of
Portland General's total energy generating capacity. Portland General is a
wholly-owned subsidiary of Enron Corp.
Sabena SA
Sabena SA ("Sabena")has leased rotables used in the maintenance of
aircraft with a gross purchase price of $3,067,695 and a primary lease term
ending March 30, 2002. Rotables are serialized aircraft components that can
be overhauled, repaired and placed back into service in an aircraft; some
examples of rotables include instruments, accessories and flight management
computers. Sabena is the Belgian flag carrier airline which provides
service to many European and Asian destinations; Swissair now owns 49.5% of
Sabena. In Europe, Sabena has partnership arrangements with 15 airlines and
in several markets.
CHANGES IN MANAGEMENT
Paul B. Weiss, described in the Prospectus as Vice Chairman and Executive
Vice President of the General Partner, is now Vice Chairman and President.
Beaufort J. B. Clarke is now Chairman, Chief Executive Officer and Director
of the General Partner.
On December 15, 1998 Gary N. Silverhardt resigned his position as Senior
Vice President and Chief Financial Officer of the General Partner. Kevin F.
Redmond has assumed the duties of Chief Financial Officer of the General
Partner. Mr. Redmond rejoined ICON as Controller in March 1997 and became
Vice President of Finance in May 1998. From December 1995 to February 1997
he was the Manager of Accounting at NationsCredit Corp. Mr. Redmond was
previously employed by ICON Capital Corp. from May 1991 to November 1995 as
Assistant Controller and Director of Financial Reporting. From September of
1985 to April 1991 he was with the accounting form of Deloitte & Touche,
most recently as Audit Manager. Mr. Redmond was commissioned as a Finance
Officer in the United States Army Reserve in 1984, received a B.S. degree
from the University of Connecticut in 1985, and is a Certified Public
Accountant.
In view of the management changes described above, the material appearing
in the Prospectus under the heading "MANAGEMENT" on pages 38 - 40 of the
Prospectus should be considered revised accordingly.
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ICON Income Fund Eight A L.P.
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The following sets forth all of the completed equipment acquisition, leasing
and financing efforts of the Partnership at April 14, 1999.
Amazon.com, Inc. America West Airlines, Inc.
Lease Financing of:Information Systems Lease Financing of:737-200 Aircraft (2)
and Network Server Equipment
Lease Term: 3 years Lease Term: 4.75 years
Equipment Cost:$ 7,687,321 Equipment Cost: $ 13,699,000
BP Amoco Plc Oxford Health Plans, Inc.
Lease Financing of:Tugboat & Oil Barge Lease Financing of: Information Systems
Lease Term: 46 months Lease Term: 3 years
Equipment Cost:$ 13,310,245 Equipment Cost: $17,879,210
PETsMART, Inc. Pharmaprint, Inc.
Lease Financing of:Furniture&Fixtures Lease Financing of:Manuf. Equipment
Lease Term: 3 to 4 years Lease Term: 4 years
Equipment Cost:$ 2,503,322 Equipment Cost: $ 2,223,995
Portland General Electric Company Sabena SA
Lease Financing of:Coal Unloading & Lease Financing of: Aircraft Rotables
Handling Facility
Lease Term: 6 years Lease Term: 3 years
Equipment Cost:$ 28,244,464 Equipment Cost:$ 3,067,695
Total
Equipment Cost: $ 88,615,252
