<PAGE>
As filed with the Securities and Exchange Commission on February __, 2000
Registration No. 333-54011
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
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 ("Fund Eight A")
ICON Income Fund Eight B L.P., a Delaware limited partnership ("Fund 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)
FUND EIGHT A [13-4006824], FUND 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)
LOUIS J.C. CUSANO, SENIOR VICE PRESIDENT AND COUNSEL
ICON Capital Corp.
599 Lexington Avenue
Suite 2705
New York, New York 10022
(212) 418-4705
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Joseph S. Radovsky, Esq.
Adam P. Siegman, Esq.
Greene Radovsky Maloney & Share LLP
Four Embarcadero Center, Suite 4000
San Francisco, California 94111
(counsel to registrants)
- --------------------------------------------------------------------------------
This Post-Effective Amendment to the Registration Statement shall hereafter
become effective in accordance with Section 8(c) of the Securities Act of
1933, as amended, or on such date as the Commission, acting pursuant to said
Section 8(c), may determine.
- --------------------------------------------------------------------------------
<PAGE>
ICON INCOME FUND EIGHT
Cross Reference Sheet Required by Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Item Number and Caption Location in Prospectus
<S> <C>
1. Forepart of the Registration Statement and Outside Cover Pages of Registration Statement and Prospectus
Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Cover Page; Back Page
Prospectus
3. Summary Information, Risk Factors and Ratio of Summary of the Offering; Risk Factors
Earnings to Fixed Charges
4. Use of Proceeds Sources and Uses of Offering Proceeds; Our
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 Registered Cover Pages; Summary of the Offering; Summary of the
Partnership Agreement; Partnership Agreement
10. Interests of Named Experts and Counsel Experts; Legal Matters
11. Information with Respect to the Registrant Summary of the Offering; Management; Investment
Objectives and Policies; Summary of the Partnership
Agreement; Financial Statements
12. Disclosure of Commission Position on Fiduciary Responsibility; Partnership Agreement
Indemnification for Securities Act Liabilities
</TABLE>
* Omitted because the item is inapplicable or the answer is negative.
<PAGE>
------------------------------
ICON INCOME FUND EIGHT
------------------------------
$150,000,000 (Maximum Offering)
1,500,000 Units of Limited Partnership Interest
(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 or $1,000 for IRAs or Qualified Plans)
<TABLE>
<CAPTION>
Price Sales Proceeds
to Public Commissions to Partnership
------------- ------------ --------------
<S> <C> <C> <C>
Per Unit $ 100 $ 10 $ 90
Minimum Offering per Partnership of 12,000 Units $ 1,200,000 $ 120,000 $ 1,080,000
Maximum Offering per Partnership of 750,000 Units $ 75,000,000 $ 7,500,000 $ 67,500,000
</TABLE>
These are speculative securities and this investment involves a high
degree of risk. Consider carefully the risk factors beginning on page
14, which include the following:
- The profitability of this investment cannot be estimated
- We will receive substantial fees, only some of which are related
to the amount of distributions you receive
- You may be unable to resell the units and therefore you should be
prepared to hold them for the life of the Partnership
- We manage other similar partnerships and so we are subject to
conflicts of interest
ICON Income Fund Eight is an equipment leasing program consisting of
two limited partnerships, ICON Income Fund Eight A L.P. and ICON Income Fund
Eight B L.P. This prospectus describes an investment in units of either
Partnership. We have formed both Fund Eight A and Fund Eight B as their
general partner.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Notice to Pennsylvania investors: Fund Eight A has raised
approximately $58,000,000 through September 30, 1999. With respect to Fund
Eight B, however, because the minimum amount of this offering is less than
$3,750,000 (a maximum to minimum offering ratio of 20:1), you are cautioned
to carefully evaluate our ability to fully accomplish our stated objectives
and to inquire as to the current dollar volume of investments.
This prospectus is dated February ___, 2000, and it
supplements and replaces that prospectus dated September 23, 1998.
i
<PAGE>
You must meet the requirements described below to invest in a
Partnership. Because we do not have direct knowledge of your financial
situation, we will rely on what you tell us. In addition, brokers (sometimes
called selling dealers) must have reasonable grounds to believe that this
investment is suitable for you. Consequently, it is important that the
information you provide is complete and accurate. When evaluating your
suitability for this investment using the standards listed below, keep in
mind that net worth does not include the value of your home furnishings,
personal automobiles and the equity in your home.
INVESTOR SUITABILITY
You must meet our basic suitability requirements to invest. In
general, you must either have:
(1) a net worth of at least $30,000 PLUS $30,000 of annual
gross income; or
(2) a net worth of at least $75,000.
CERTAIN STATE REQUIREMENTS
Residents of Alabama, Arizona, Arkansas, California, Indiana, Iowa,
Kansas, Minnesota, Nebraska, New Hampshire, New Mexico, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, South Dakota, Texas, Vermont and Washington
Partnership must have either of the following in order to invest:
(1) a net worth of at least $45,000 PLUS $45,000 of annual
gross income; or
(2) a net worth of at least $150,000.
Residents of Massachusetts and North Carolina must have either of
the following in order to invest:
(1) a net worth of at least $60,000 PLUS $60,000 of annual
gross income; or
(2) a net worth of at least $225,000.
If you are a Pennsylvania resident, your investment may not exceed
10% of your net worth. If you are an Ohio resident, your investment may not
exceed 10% of your liquid net worth.
WHO SHOULD INVEST
You should only invest if you:
- are prepared to hold this investment for 8-10 years, comprised
of the period ending 5 years from when we complete the
offering which is called the reinvestment period and the
following 1-3 years when we will liquidate the assets of the
Partnerships;
- have no need for this investment to be liquid except for cash
that you may receive from monthly distributions; and
- are prepared to assume the substantial risks associated with
this investment.
MINIMUM INVESTMENT
The minimum number of units you must purchase is 25. Residents of
Nebraska must purchase a minimum of 50 units. For IRAs and qualified plans,
you must purchase at least 10 units.
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.
See the section of this prospectus entitled "INVESTOR SUITABILITY AND MINIMUM
INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" and the Subscription
Agreement for a more detailed explanation of state suitability requirements.
ii
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
We include cross-references in this prospectus to section captions
where you can find further related discussions. The following table provides
the pages on which these captions are located. In this prospectus, "general
partner," "we," "us" and "our" refer to ICON Capital Corp., the general
partner of the Partnerships.
<TABLE>
<S> <C>
SUMMARY OF THE OFFERING.............................................................................1
Investment objectives and policies.........................................................1
Uses of offering proceeds..................................................................2
Our compensation...........................................................................2
Our relationship to the Partnerships is not free of conflicts..............................2
Our fiduciary responsibility...............................................................3
Other offerings we sponsor and manage......................................................3
Management; financial statements...........................................................3
Federal income tax considerations..........................................................3
Capitalization.............................................................................3
Summary of the partnership agreement.......................................................3
Restrictions on your ability to transfer units.............................................4
Plan of distribution.......................................................................4
RISK FACTORS........................................................................................6
Partnership Risks..........................................................................6
Investment Risks..........................................................................10
Federal Income Tax Risks and ERISA Risks..................................................11
SOURCES AND USES OF OFFERING PROCEEDS..............................................................14
OUR COMPENSATION...................................................................................15
Organization and Offering Stage...........................................................15
Operational Stage.........................................................................17
Interest in Profits or Losses.............................................................20
CONFLICTS OF INTEREST..............................................................................21
No Arm's Length Negotiation of Agreements.................................................21
Our Compensation..........................................................................21
Effect of Leverage on Our Compensation....................................................21
Competition with the Partnerships for Equipment...........................................22
Our Liability for Partnership Obligations; Our Determination of Reserves..................23
Joint Ventures............................................................................23
Lease Referrals...........................................................................23
Participation of an Affiliate in this Offering............................................23
Tax Matters Partner.......................................................................23
FIDUCIARY RESPONSIBILITY...........................................................................24
Conflicts.................................................................................24
Indemnification...........................................................................24
Investor Remedies.........................................................................25
OUR OTHER PROGRAMS.................................................................................25
iii
<PAGE>
<S> <C>
STATUS OF THE OFFERING.............................................................................29
RELATIONSHIPS WITH SOME OF OUR AFFILIATES..........................................................29
MANAGEMENT.........................................................................................29
The General Partner.......................................................................29
Our Affiliates............................................................................30
INVESTMENT OBJECTIVES AND POLICIES.................................................................31
General...................................................................................31
Acquisition Policies and Procedures.......................................................31
Leases and Financing Transactions.........................................................32
Transaction Approval Procedures...........................................................34
Credit Review Procedures..................................................................34
Equipment.................................................................................34
Portfolio Acquisitions....................................................................35
Other Investments.........................................................................36
Interim Financing.........................................................................36
Cash Distributions.................................................................................37
Monthly Cash Distributions................................................................37
First Cash Distributions to the Limited Partners..........................................38
Reinvestment of Undistributed Cash in Additional Equipment, Leases and Financing
Transactions..............................................................................38
Distribution of Cash From Sales of the Partnerships' Investments..........................38
Reinvestment of Distributions.............................................................38
FEDERAL INCOME TAX CONSEQUENCES....................................................................39
Opinion of Tax Counsel....................................................................39
Classification as a Partnership...........................................................39
Taxation of Partnerships in General.......................................................39
Publicly Traded Partnerships..............................................................40
Taxation of Distributions.................................................................41
Partnership Income versus Partnership Distributions.......................................42
Allocations of Profits and Losses.........................................................42
Deductibility of Losses; Passive Losses, Tax Basis and "At Risk" Limitation...............43
Deductions for Organizational and Offering Expenses; Start-Up Costs.......................44
Tax Treatment of Leases...................................................................44
Cost Recovery.............................................................................45
Limitations on Cost Recovery Deductions...................................................45
Deferred Payment Leases...................................................................46
Sale or Other Disposition of Partnership Property.........................................46
Sale or Other Disposition of Partnership Interest.........................................47
Treatment of Cash Distributions upon Redemption...........................................47
Gifts of Units............................................................................48
Consequence of No Section 754 Election....................................................48
Tax Treatment of Termination of the Partnership Pursuant to the Partnership Agreement.....48
Audit by the IRS..........................................................................48
Alternative Minimum Tax...................................................................49
Interest Expense..........................................................................50
Self-Employment Income and Tax............................................................50
Limited Deductions for Activities not Engaged in for Profit...............................50
Foreign Source Taxable Income.............................................................50
Registration, Interest and Penalties......................................................51
State and Local Taxation..................................................................52
Foreign Investors.........................................................................52
iv
<PAGE>
<S> <C>
Tax Treatment of Certain Trusts and Estates...............................................52
Taxation of Employee Benefit Plans and Other Tax-exempt Organizations.....................52
Corporate Investors.......................................................................53
INVESTMENT BY QUALIFIED PLANS......................................................................54
Fiduciaries under ERISA...................................................................54
Prohibited Transactions Under ERISA and the Tax Code......................................54
Plan Assets...............................................................................55
Other ERISA Considerations................................................................56
CAPITALIZATION.....................................................................................57
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION.....................................................59
Fund Eight A..............................................................................59
Fund Eight B..............................................................................61
SUMMARY OF THE PARTNERSHIP AGREEMENT...............................................................62
Establishment and Nature of the Partnerships..............................................62
Name and Address..........................................................................62
Purposes and Powers.......................................................................62
Duration of Partnership...................................................................62
Capital Contributions.....................................................................62
Powers of the Partners....................................................................63
Limitations on Our Powers.................................................................63
Indemnification...........................................................................64
Liability of Partners.....................................................................64
Non-assessability of Units................................................................65
Distribution of Distributable Cash From Operations and From Sales.........................65
Allocation of Profits and Losses..........................................................65
Withdrawal of the General Partner.........................................................66
Transfer of Units.........................................................................67
Dissolution and Winding-up................................................................67
Access to Books and Records...............................................................67
Meetings and Voting Rights of Limited Partners............................................67
Amending the Partnership Agreement........................................................68
TRANSFER OF UNITS..................................................................................69
Withdrawal................................................................................69
Restrictions on the Transfer of Units.....................................................69
Limited Right to Redeem Units.............................................................70
Consequences of Transfer..................................................................71
REPORTS TO LIMITED PARTNERS........................................................................72
Annual Reports............................................................................72
Quarterly Reports.........................................................................72
PLAN OF DISTRIBUTION...............................................................................73
General...................................................................................73
Segregation of Subscription Payments......................................................74
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES.................75
General Suitability Considerations........................................................75
Minimum Investment........................................................................75
Suitability Standard for Qualified Plans and IRAs.........................................76
v
<PAGE>
Suitability Standard for Other Fiduciaries................................................76
Additional Considerations for IRAs, Qualified Plans, and Tax-Exempt Entities..............76
Transfer of Units.........................................................................77
Additional Transfer Restriction for Residents of California...............................77
Subscriber Representations................................................................77
Conflicts of Interest.....................................................................78
Co-signature by Selling Dealer............................................................78
Binding Effect of the Partnership Agreement...............................................78
Citizenship...............................................................................79
How to Subscribe..........................................................................79
SALES MATERIAL.....................................................................................80
EXPERTS............................................................................................80
LEGAL MATTERS......................................................................................80
ADDITIONAL INFORMATION.............................................................................81
TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS...............................................81
FINANCIAL STATEMENTS...............................................................................81
</TABLE>
vi
<PAGE>
- -------------------------------------------------------------------------------
SUMMARY OF THE OFFERING
- -------------------------------------------------------------------------------
This summary highlights information contained elsewhere in this
prospectus. You should read the entire prospectus, including "RISK FACTORS,"
carefully before making an investment decision.
ICON Income Fund Eight is an equipment leasing program consisting of
two Delaware limited partnerships; Fund Eight A was formed on July 9, 1997 and
Fund Eight B was formed on February 7, 2000. The Partnerships will primarily
engage in the business of leasing equipment and acquiring residual interests in
leased equipment. To a lesser degree, the Partnerships will make loans that are
secured by equipment to businesses we determine are creditworthy and engage in
any other business activities that are consistent with the Partnerships'
objectives and in which the Partnerships may lawfully engage.
We expect that most of the net proceeds we raise from this offering
will be invested in equipment that is or will be leased, and this will produce
passive income for federal income tax purposes. We call the users of leased
equipment lessees. Some of the proceeds may be loaned to users of equipment. We
call these loans financing transactions, and we call the businesses that use the
equipment which is subject to a loan borrowers. The financing transactions, and
some leases, will produce portfolio income rather than passive income for
federal income tax purposes.
We anticipate that each Partnership will complete its reinvestment
period 5 years from the date we complete our offer to sell units for that
Partnership, but the reinvestment period may be extended at our discretion. We
will then sell each of the Partnership's investments in the ordinary course of
business within a further period ending from 8 to 10 years after we begin
offering units. You should expect to hold your units for the full term of the
Partnership in question, which is 8 to 10 years from the time you invest.
INVESTMENT OBJECTIVES AND POLICIES
We have four investment objectives:
(1) INVEST IN EQUIPMENT AND FINANCING TRANSACTIONS: to invest at
favorable prices in a diversified portfolio of primarily used
equipment having long lives, high resale values, and, to a lesser
degree, in financing transactions that are secured by equipment to
creditworthy businesses at attractive rates of interest.
(2) MAKE CASH DISTRIBUTIONS: to make substantially tax-deferred cash
distributions during the early years of the Partnerships,
beginning the month after the month you are admitted as a limited
partner;
(3) CONSERVATIVELY MANAGE THE PARTNERSHIPS: to create a relatively
safe investment for you by purchasing a diversified portfolio of
equipment subject to leases or financing transactions with
creditworthy lessees or borrowers. A diverse portfolio comprised
of various types of equipment and a range of maturity dates makes
it less likely that changes in any one market sector will
significantly impact the Partnerships. Creditworthy lessees and
borrowers lessen the Partnerships' risk of economic loss due to
bankruptcy of a lessee or borrower. We also intend to emphasize
investments in used, long-lived, low obsolescence equipment to
reduce the impact of economic depreciation; and
(4) PROVIDE A FAVORABLE TOTAL RETURN: provide you a total return on
your investment which, by the time we sell the Partnerships'
equipment and other assets, compares favorably with other
investment alternatives having similar risks.
We intend to target investments in equipment and financing transactions
with the highest available rate of return consistent with prudent risk
management and reasonably conservative investment decisions. We can give no
assurance, however, that your investment will achieve an above-average rate of
return while satisfying the above objectives.
1
<PAGE>
USES OF OFFERING PROCEEDS
Assuming all of the units are sold, we will:
- invest at least 80.40% of the funds we receive from investors
in equipment and financing transactions, and in a reserve of
at least 1%; and
- use the remaining 19.60% of the funds to pay fees and expenses
relating to this offering and organizing the Partnerships.
Assuming only the minimum number of units (12,000) are sold for a
Partnership, we will:
- invest at least 75% of the funds we receive from investors in
equipment, leases and financing transactions, and in a reserve
of at least 1%; and
- use the remaining 25% of the funds to pay fees and expenses
relating to this offering and organizing the Partnerships.
OUR COMPENSATION
The dealer-manager, which is a company affiliated with us, will select
the brokers, manage this offering, and be compensated for those and other
services. We will acquire the assets for and manage the business of the
Partnerships. The section of this prospectus entitled "OUR COMPENSATION" details
the estimated amount and range of each item of compensation that we and the
dealer-manager will be paid. The most significant items are:
- approximately 19.60% of the proceeds from the offering
(assuming we sell all 750,000 units) will pay fees and
expenses relating to this offering and organizing the
Partnerships. We and our affiliates will receive approximately
11.60% of the proceeds and 8.0% will be paid to unrelated
brokers;
- we are entitled to a management fee of between 2% and 5% of
gross rental payments under the leases and 2% of payments on
financing transactions;
- initially, we will receive 1% and the investors as a group
(sometimes called limited partners) will receive 99% of cash
distributions from the Partnerships' operations and sales.
This will continue until the limited partners have received
what we call payout, which is a total cash distribution equal
to the amount of their investment plus an 8.0% cumulative
annual return on their investment; and
- after payout, 10% of cash distributions from sales and
operations will be paid to us and 90% shall be paid to the
limited partners, but if at payout the limited partners as a
group have not received cash distributions equal to at least
150% of their investment, we will continue to receive only 1%
of cash distributions, and accrue 9%, until the limited
partners receive distributions equal to 150% of their total
investment.
OUR RELATIONSHIP TO THE PARTNERSHIPS IS NOT FREE OF CONFLICTS
Each Partnership will be subject to conflicts of interest because of
our relationship to them. These conflicts may include:
- the lack of arm's length negotiations in determining our
compensation;
- competition with other leasing programs that we sponsor for
the acquisition, lease, financing or sale of equipment and
investment in financing transactions;
- competition with our affiliates for the acquisition, lease,
financing or sale of equipment and investment in financing
transactions; and
- competition for management services with other leasing
programs that we or our affiliates sponsor.
In addition to the fiduciary duty that we owe you as a general partner
of a partnership, the Partnership Agreements
2
<PAGE>
contain provisions to minimize conflicts between us, our affiliates and you.
See "CONFLICTS OF INTEREST" and "SUMMARY OF THE PARTNERSHIP AGREEMENT."
OUR FIDUCIARY RESPONSIBILITY
We will act as fiduciary to each Partnership. However, each
Partnership will indemnify us for many of our acts on their behalf and we
will be permitted to take actions that may involve a conflict of interest.
See "CONFLICTS OF INTEREST."
OTHER OFFERINGS WE SPONSOR AND MANAGE
We sponsor, and are currently managing, six other public leasing
programs with objectives similar to those of the Partnerships. See "OUR OTHER
PROGRAMS" and Exhibit B for more detailed information about such other
programs.
MANAGEMENT; FINANCIAL STATEMENTS
We are the sole general partner of the Partnerships. We are a
Connecticut corporation located at 600 Mamaroneck Avenue, Harrison, New York
10528 (telephone 914-698-0600). We will manage and control the affairs of the
Partnerships. See "MANAGEMENT" for a description of our officers and other
key personnel who will be responsible on our behalf to manage the
Partnerships' business. Our financial statements and those of Fund Eight A
and B are located in "FINANCIAL STATEMENTS" section of this prospectus.
FEDERAL INCOME TAX CONSIDERATIONS
See "FEDERAL INCOME TAX CONSEQUENCES" for a discussion of
significant federal income tax issues pertinent to you. That section also
describes a legal opinion regarding federal income tax matters that we have
received which addresses the material federal income tax issues that may be
relevant to you if you are an individual U.S. citizen or resident. If you are
not an individual, you need to consult with your tax advisor to determine if
you would face any special tax consequences because of an investment in the
Partnerships.
We have obtained an opinion from Greene Radovsky Maloney & Share
LLP, our tax counsel, concerning the Partnerships' classification for federal
income tax purposes. See "FEDERAL INCOME TAX CONSEQUENCES--Classification as
a Partnership." The opinion states that tax counsel has reviewed the
summaries of federal income tax consequences to investors and of certain
tax-exempt entities, including qualified plans, set forth in this prospectus
under the captions "RISK FACTORS--Federal Income Tax Risks and ERISA Risks"
and "FEDERAL INCOME TAX CONSEQUENCES" and "INVESTMENT BY QUALIFIED PLANS."
Tax counsel believes that the statements and conclusions in these sections of
the prospectus are correct under present tax law.
CAPITALIZATION
The section of the prospectus entitled "CAPITALIZATION" includes a
table showing the Partnerships' current and projected capitalization, after
deduction of the costs of this offering and organizing the Partnerships.
SUMMARY OF THE PARTNERSHIP AGREEMENT
The relationship between you, the limited partners, and us, the
general partner, is governed by each Partnership Agreement. You should be
particularly aware that under the Partnership Agreement:
- you will have limited voting rights;
- your units will not be freely transferable and, even if
transferable, can probably only be sold at a substantial
discount to the price you paid for them; and
- the fiduciary duty that we owe you has been modified because
of our sponsorship of other similar programs. This was done to
avoid conflicts in fiduciary standards that would otherwise
apply to the sponsor of only one such program.
See "FIDUCIARY RESPONSIBILITY," "SUMMARY OF THE PARTNERSHIP AGREEMENT,"
"TRANSFER OF
3
<PAGE>
UNITS" and "REPORTS TO LIMITED PARTNERS" for further details.
RESTRICTIONS ON YOUR ABILITY TO TRANSFER UNITS
The Partnership Agreements restrict your ability to transfer units.
These restrictions are imposed so that the Partnerships are not treated as a
"publicly traded Partnership," which would make them subject to taxation as a
corporation. See "FEDERAL INCOME TAX CONSEQUENCES--Publicly Traded
Partnerships." As a result of these restrictions, you will be unable to
transfer your units in a given year if the total transfer limits for the
Partnerships have been reached during that particular year. See "TRANSFER OF
UNITS."
PLAN OF DISTRIBUTION
THE OFFERING -- Each of the Partnerships is offering between 12,000
and 750,000 units, with a maximum offering amount of $75,000,000 for each
Partnership. We do not guarantee that any specified amount of money will be
raised. The dealer-manager and the brokers will offer the units for sale.
OFFERING PERIOD -- We expect the offering period for units in Fund
Eight A to close in the early part of the year 2000. The offering of units in
Fund Eight B will close sometime after that, most likely at least one year
later. In no event will the offerings close later than September 23, 2002.
The applicable state securities authority in most states must approve our
continuing the offering for more than one year after it commences. We may
terminate the offering of units in each Partnership at any time. Furthermore,
after the Fund Eight A offering closes, we are not required to undertake the
Fund Eight B offering.
MINIMUM OFFERING -- Unless Fund Eight B 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 its offering will be
promptly refunded to investors. Although we (and our affiliates) may buy up
to 10% of the total units purchased, not more than 600 of the units we
purchase will be included in determining whether the minimum offering size
for Fund Eight B has been achieved.
ESCROW AGENT; DISTRIBUTION OF ESCROW INTEREST -- For investments in
Fund Eight B, we will deposit and hold your investment in an interest-bearing
escrow account at a national bank until:
- the minimum offering size of $1,200,000 has been received,
excluding investments from Pennsylvania residents; or
- one year after the offering for Fund Eight B begins, whichever
comes first.
If you are a Pennsylvania resident, your investment is subject
to the further conditions that:
- it must be held in escrow until at least $3,750,000 (5% of the
maximum offering of $75,000,000) has been received; and
- you are offered the opportunity to rescind your investment if
$3,750,000 has not been received within 120 days following the
date your funds are received by the escrow agent, and every
120 days thereafter, during the period of the offering in
Pennsylvania.
While your investment is held in escrow, your money will be invested in
savings or money-market accounts bearing interest at prevailing rates. This
will occur from the time the investment is deposited with the escrow agent
until:
- you are admitted to a Partnership as a limited partner;
- if you are a Pennsylvania investors, the end of the 120-day
period following the effective date of the offering during
which your money was received. During this period, aggregate
subscriptions of $3,750,000 per Partnership must be satisfied
for you to be admitted as a limited partner, or you will have
the option to have your investment refunded; or
- one year from the time the offering period began, whichever
comes first.
4
<PAGE>
The interest earned on your investment will be paid to you upon admission to
a Partnership. If you are not admitted as a limited partner of Fund Eight B,
the interest will be paid when your investment funds are returned.
SUBSCRIPTION -- You must fill out a Subscription Agreement, attached
as Exhibit C to this prospectus, in order to purchase units. By subscribing
for units, you will be deemed to have made all of the representations and
warranties contained in the Subscription Agreement and you will be bound by
all of the terms of the Subscription Agreement and of the Partnership
Agreement.
CLOSINGS -- The initial closing of the offering for each Partnership
will be held after subscriptions for at least 12,000 units have been received
by the escrow agent. At that time, subscribers for at least that number of
units may be admitted to that Partnership as limited partners. After the
initial closing, each Partnership intends to hold daily closings until the
offering is completed or terminated. The initial closing for Fund Eight A was
held on October 14, 1998.
STATUS OF THE OFFERING -- As of December 15, 1999, 2,363 investors have
been admitted as limited partners to Fund Eight A, and those limited partners
have acquired 580,869.35 units.
5
<PAGE>
- --------------------------------------------------------------------------------
RISK FACTORS
- --------------------------------------------------------------------------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
READ THE FOLLOWING RISKS AND THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE
PURCHASING UNITS. THE PARTNERSHIPS' BUSINESS, OPERATING RESULTS AND FINANCIAL
CONDITION COULD BE ADVERSELY AFFECTED BY ANY OF THE FOLLOWING RISKS, WHICH
COULD RESULT IN A PARTNERSHIP FAILING TO PROVIDE THE EXPECTED RETURNS ON YOUR
INVESTMENT OR EVEN A LOSS OF A PORTION OF YOUR INVESTMENT.
THIS PROSPECTUS ALSO CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS
BASED UPON CURRENT EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES. THESE
STATEMENTS RELATE TO OUR FUTURE PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS, AND THE ASSUMPTIONS UNDERLYING OR RELATING TO ANY OF THESE
STATEMENTS. THESE STATEMENTS MAY BE IDENTIFIED BY THE USE OF WORDS SUCH AS
"EXPECTS," "ANTICIPATES," "INTENDS," AND "PLANS" AND SIMILAR EXPRESSIONS. OUR
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THESE
STATEMENTS. FACTORS THAT COULD CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE
DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS.
PARTNERSHIP RISKS
THE ULTIMATE COMPOSITION OF THE PARTNERSHIPS' INVESTMENT PORTFOLIOS IS
CURRENTLY UNKNOWN
The ultimate composition of the Partnerships' investment portfolio
cannot be predicted, as there is no way of anticipating what types of
equipment and financing transactions will be available on reasonable terms at
the times the Partnerships are ready to invest their funds. We may vary the
Partnerships' investment portfolios or may invest in financing transactions
(which may have lower profit potential than investments in equipment) to a
greater degree than currently anticipated. However, once the minimum number
of units (12,000) are sold, it is our intention to invest all net offering
proceeds and undistributed cash flow in equipment and financing transactions,
as described in the section entitled "INVESTMENT OBJECTIVES AND POLICIES."
THE PARTNERSHIPS' SUCCESS WILL PARTIALLY DEPEND ON THE RESIDUAL VALUES OF THE
EQUIPMENT WE ACQUIRE FOR THEM
A significant part of the value of any equipment leasing transaction
is the potential value of the equipment once the primary lease term expires.
We call this value, which is realized upon the expiration of the lease, the
residual value. Your ultimate investment return will partly depend upon the
residual value at the time of the equipment's sale or re-lease. The amount of
this residual value will depend to a significant extent on:
- our ability to acquire or enter into lease agreements that
preserve or enhance the value of the equipment during the
Partnerships' ownership period until the leases expire;
- our ability to maximize the value of the equipment upon its
sale or re-lease when the lease expires;
- market conditions prevailing at lease expiration;
- the cost of new equipment at the time we are remarketing used
equipment;
- the extent to which technological developments during the
lease term reduce the market for a certain type of used
equipment; and
- the strength of the economy.
IF ONLY THE MINIMUM OFFERING SIZE IS RAISED THE PARTNERSHIPS MAY NOT BE ABLE TO
DIVERSIFY THEIR INVESTMENTS
Each Partnership may begin operations with minimum capitalization of
approximately $1,200,000, although Fund Eight A has already exceeded the
minimum and has raised $58,086,935.43 as of December 15, 1999. Our ability to
diversify Fund Eight B's investments, and its potential to provide attractive
returns, could be adversely affected by having only the minimum amount of
funds at our disposal. If only the minimum number of units are sold, Fund
Eight B will not be able to achieve as much portfolio diversification as it
could with more capital. See "SOURCES AND USES OF OFFERING PROCEEDS."
6
<PAGE>
IF ANY USED EQUIPMENT THAT IS ACQUIRED HAS NOT BEEN PROPERLY
MAINTAINED, THE PARTNERSHIPS MAY RECEIVE LESS RESIDUAL VALUE THAN EXPECTED
We expect to significantly invest in used equipment. See "INVESTMENT
OBJECTIVES AND POLICIES--General" and "--Equipment." To prudently do so, we
plan to inspect large items of used equipment prior to purchase, and will
seek to obtain representations from the sellers and lessees of seasoned and
used equipment that:
- the equipment has been maintained in compliance with the terms
of their leases;
- that neither the seller, as lessor, nor the lessee, is in
violation of any material terms of such leases; and
- the equipment is in good operating condition and repair and
that the lessee has no defenses to rents payable for the
equipment resulting from its condition.
The Partnerships would have rights against the seller of the
equipment for any losses arising from a breach of representations made to the
Partnership, and against the lessee for default under the lease. There is no
assurance, however, that these rights would make the Partnerships whole for
all of their investment in the transaction or their expected returns on the
transaction if lessees stop making rental payments in full due to undetected
problems or issues. There is also no assurance that an inspection of used
equipment prior to purchasing it will reveal defects.
THE PARTNERSHIPS' MAY INVEST IN OPTIONS THAT COULD BECOME UNPROFITABLE IF THE
PARTY GRANTING THE OPTION FILES FOR BANKRUPTCY
The Partnerships may acquire options to purchase equipment for a
fixed price at a future date, typically at the end of a lease term. In the
event of a bankruptcy by the party granting the option, the Partnerships
might be unable to enforce the option or recover the option price paid.
THE PARTNERSHIPS COULD INCUR LOSSES IF A LESSEE OR BORROWER DEFAULTS
If a lessee or borrower defaults on its payment obligations, a
Partnership would need to attempt to repossess the equipment or, in the case
of financing transactions, attempt to foreclose on the collateral securing
the financing transaction. A Partnership might be unable (1) to repossess the
equipment or foreclose on the collateral at all or, in the event of
bankruptcy, only after significant delay, or (2) to sell or re-lease the
repossessed equipment or foreclosed collateral on terms comparable to those
under the original lease. In these cases, a Partnership might sustain a
significant loss of anticipated revenues, resulting in the inability to fully
recover its investment.
If a lessee defaults on a lease which was purchased by a Partnership
using borrowed funds, the entire proceeds from the repossessed equipment must
first go to repay the related lender of the borrowed funds. Only after that
repayment would any of the remaining proceeds from the equipment be available to
the Partnership. In such a circumstance, the Partnership's entire investment in
such equipment might be lost.
LOSSES AS A RESULT OF LESSEE DEFAULTS MAY BE GREATER IF THE PARTNERSHIP ACQUIRES
THE LEASED EQUIPMENT WITH BORROWED FUNDS
Although we expect each Partnership to acquire some of its
investments for cash, we intend to have the Partnerships borrow to acquire
additional investments and generate additional revenues. A lien on the
equipment that is being financed and the related leases will secure such
borrowings. Although borrowing permits the Partnerships to acquire a greater
number and variety of investments, it may also increase the Partnerships'
risk of loss. For example, if a lessee defaults in the payment of rentals due
under a lease that has been assigned to a lender, then the lender could cause
the repossession and liquidation of the equipment and the Partnership might
not recover its investment in that item of equipment.
EXCESSIVE DEFAULTS IN SECURITIZATIONS MAY RESULT IN PARTNERSHIP LOSSES
The Partnerships may invest in special purpose entities formed to
acquire pools of leases and financing transactions. These pools, which are
often described as "securitizations," would typically consist of many
hundreds or thousands of leases or financing transactions. Each pool will
have a loss reserve for the percentage of its transactions that it projects
will default. If the actual default experience of a pool in which a
Partnership invests is worse than the loss reserve, the Partnership's return
on its investment in the pool could be reduced or eliminated, or the
investment itself, could be lost.
7
<PAGE>
LEASING EQUIPMENT IN FOREIGN COUNTRIES MAY BE RISKIER THAN LEASING IN THE UNITED
STATES
If the Partnerships lease equipment outside the United States,
regulations of other countries will apply which may adversely effect the
Partnerships' title to equipment in those countries. Foreign courts may not
recognize judgments obtained in United States courts, and different
accounting or financial reporting practices may make it difficult to judge
lessees' and borrowers' financial viability, heightening the risk of default
and the loss of the Partnerships' investments.
It may be difficult for the Partnerships to repossess their
equipment if a foreign lessee defaults. The Partnerships may have difficulty
enforcing their rights under the lease or financing transaction. Moreover,
foreign jurisdictions may confiscate equipment. Use of equipment in a foreign
country will be subject to that country's tax laws, which may impose
unanticipated taxes. While we will seek to require the lessees and borrowers
to reimburse the Partnerships for all taxes on the use of the equipment and
require them to maintain insurance covering the risks of confiscation of the
equipment, there is no assurance that we will be successful or that insurance
reimbursements will be adequate to allow for recovery of and a return on
foreign investments.
THE PARTNERSHIPS COULD INCUR LOSSES AS A RESULT OF FOREIGN CURRENCY FLUCTUATION
The Partnerships may enter into foreign leasing or financing
transactions for which they would receive payments in foreign currencies. In
these cases, the Partnerships may enter into a contract to protect from
fluctuations in the currency exchange rate. These contracts, known as hedge
contracts, would allow the Partnerships to receive a fixed U.S. dollar
equivalent for these payments regardless of fluctuations in the currency
exchange rate. If the lease or financing payments were disrupted due to
default by the lessee or borrower, the Partnerships would probably continue
to meet their obligations under the hedge contract by acquiring the foreign
currency equivalent of the missing payments, but at possibly unfavorable
exchange rates.
Furthermore, when a Partnership acquires a residual interest in
foreign equipment, it may be impossible to hedge foreign currency exposure
with respect to residual values since the amount and timing of receipt of the
residual interest is unpredictable. This could positively or negatively
affect a Partnership's income from such a transaction, as measured in U.S.
dollars.
INVESTMENT IN JOINT VENTURES MAY SUBJECT THE PARTNERSHIPS TO RISKS RELATING TO
THEIR CO-INVESTORS
The Partnership Agreements permit the Partnerships to invest in
joint ventures. Investing in joint ventures involves additional risks not
present when directly entering into leases or financing transactions. These
risks include the possibility that the Partnerships' co-investors might
become bankrupt or have economic or business interests or goals that are
inconsistent with those of the Partnerships and want to manage the joint
ventures in ways that do not maximize the return to the Partnerships. Among
other things, actions by a co-investor might subject leases or financing
transactions that are owned by the joint venture to liabilities greater than
those contemplated by the Partnerships. Also, when more than one person
controls a joint venture, there might be a stalemate on decisions, including
a proposed sale or other transfer of any leases or financing transactions at
unfavorable prices or terms.
WE MAY BE UNABLE TO OBTAIN INSURANCE FOR CERTAIN TYPES OF LOSSES
While the leases and financing transactions will generally require
lessees and borrowers to have comprehensive insurance and assume the risk of
loss, some losses, such as from war or earthquakes, may be either uninsurable
or not economically insurable. Furthermore, not all possible contingencies
affecting equipment can be anticipated or insured against. If such a disaster
would occur to the equipment or collateral securing the leases and financing
transactions, the Partnerships could suffer a total loss of investments in
affected equipment.
THE PARTNERSHIPS COULD SUFFER LOSSES IF THEY FAIL TO MAINTAIN EQUIPMENT
REGISTRATION
Aircraft and marine vessels are subject to registration requirements
by the Federal Aviation Administration and United States Coast Guard,
respectively. Railroad cars, over-the-road vehicles and other equipment may
also be subject to governmental registration requirements. Failing to
register these types of equipment or losing the registration could result in
substantial penalties, forced liquidation of the equipment and/or the
inability to operate and lease the equipment.
UNDETECTED YEAR 2000 PROBLEMS
Most computer programs have been written using two digits rather
than four to define the applicable year. As a result, the programs are not
designed to make the transition to the year 2000. This computer software
problem is commonly
8
<PAGE>
referred to as the "year 2000" issue. Computer programs with date-sensitive
applications may, if not modified, fail or miscalculate dates, causing system
failures, the inability to process transactions or other disruptions of
operations. We use third-party software in managing the Partnerships and we
are communicating with key software vendors to ensure that these systems are
year 2000 compliant. If lessees and borrowers were to have year 2000
problems, then their lease and financing payments to the Partnerships could
be delayed or missed. Although the impact of the year 2000 issue will depend
on how lessees and borrowers address the issue, each of them will have a
material self-interest in resolving any year 2000 issue. As of the date of
this prospectus, neither we nor Fund Eight A have experienced any material
year 2000 problems, nor are we aware of any material problems experienced by
any lessee or borrower.
CONFLICTS OF INTEREST
The Partnerships will be subject to various conflicts of interest
arising out of their relationships to us and our affiliates. See "CONFLICTS OF
INTEREST." These conflicts may include:
- the lack of separate legal representation and arm's length
negotiations regarding compensation payable to us;
- the fact that we will receive more fees for acquiring
equipment and financing transactions if the Partnerships
utilize debt to fund these transactions;
- the lack of prohibitions in the Partnership Agreements on our
ability to compete with the Partnerships for equipment
acquisitions and other types of business;
- our discretion to determine when to distribute cash flow to
the limited partners or to a Partnership's reserve account
could be affected by the fact that deficient reserves relative
to a Partnership's contingent liabilities may expose us to
liability to creditors of the Partnership;
- our opportunities to earn fees for referring a prospective
lessee to lessors other than the Partnerships;
- the fact that the dealer-manager, who is affiliated with us
and is not an independent securities firm, will review and
investigate the Partnerships and the information in this
prospectus;
- our ability as tax matters partner to negotiate with the IRS
to settle tax disputes that would bind the Partnerships and
the limited partners might not be in your best interest given
your tax situation; and
- our decisions as to when and whether to sell a jointly owned
assets when the co-owner is another program we manage.
WE WILL NOT DEVOTE OUR TIME EXCLUSIVELY TO MANAGING THE PARTNERSHIPS
The Partnerships will not employ their own full-time officers,
directors or employees. Instead, we will supervise and control the business
affairs of the Partnerships. Our officers and employees will only devote the
amount of time they think is necessary to conduct the Partnerships' business.
See "CONFLICTS OF INTEREST."
Equipment leases have sometimes been held by the courts to be loan
transactions subject to state usury laws that limit the interest rate that
can be charged. Although we anticipate structuring the leases to avoid usury
laws, there can be no assurance that we will be successful in doing this.
IF A LEASE WERE DETERMINED TO BE A LOAN, IT WOULD BE SUBJECT TO USURY LAWS
Equipment leases have sometimes been held by the courts to be loan
transactions subject to state usury laws, which limit the interest rate that
can be charged. Although we anticipate entering into or acquiring leases
which we believed are structured so that they avoid being deemed loans, and
would therefore not be subject to the usury laws, there can be no assurance
that we will be successful in doing this. Loans at usurious interest rates
are subject to a reduction in the amount of interest due under the loans.
Financing transactions are also subject to the usury laws.
9
<PAGE>
INVESTMENT RISKS
YOU WILL HAVE LIMITED VOTING RIGHTS AND NO MANAGEMENT AUTHORITY
We will make all management decisions for the Partnerships,
including determining which equipment they will purchase and which financing
transactions each will enter into. The success of the Partnerships will
depend on the quality of the investment decisions we make, particularly
relating to the acquisition of equipment and financing transactions and the
re-leasing and disposition of equipment. You are not permitted to take part
in managing the Partnerships or establishing the Partnerships' investment
objectives or policies. Accordingly, you should not invest unless you are
willing to entrust all aspects of Partnership management to us.
Generally, you will only be able to vote on extraordinary matters,
such as a proposed amendment to a Partnership Agreement. For any matter
submitted for your vote, the consent of limited partners owning not less than
a majority of a Partnership's units is required for approval. Each
Partnership Agreement provides that units we own are not counted in
determining the percentage of units necessary for a vote concerning:
- our removal as general partner; or
- any transaction between a Partnership and us. See Section 13.2
of the Partnership Agreements, entitled "Limited Voting Rights
of the Limited Partners."
THERE IS NO GUARANTEE YOU WILL RECEIVE A RETURN COMPARABLE TO THAT OF
INVESTORS IN SIMILAR PROGRAMS WE SPONSORED AND MANAGE
You should not assume that you will experience investment results or
returns comparable to those experienced by investors in any other programs we
sponsored and manage. You should also keep in mind that a portion of
distributions made to date by other programs we sponsored and manage has
included a return of investors' capital contributions. See Table III that
appears as Exhibit B. Additionally, three similar programs that we sponsored
and manage, although with different management than those programs currently
have, experienced losses of a portion of their investments in 1991 and 1992
due primarily to lessee bankruptcies. Regularly scheduled distributions of
cash to limited partners were not interrupted by these losses, however.
LOSSES COULD EXCEED RESERVES RESULTING IN REDUCED DISTRIBUTIONS
While we will do our best to avoid and minimize losses and to
establish adequate reserves for losses, Partnership losses could exceed those
reserves. If so, there could be a reduction in your distributions. Each
Partnership will initially set aside 1% of the offering proceeds as reserves
for losses. After the reinvestment period, the reserves will be not less than
the smaller of 1% of the offering proceeds or 1% of the Partnership's
aggregate adjusted capital accounts.
THE AMOUNT OF DISTRIBUTIONS YOU WILL RECEIVE AND YOUR RETURN FROM THIS
INVESTMENT IS DIFFICULT TO PREDICT
We arrived at the initial rate of cash distribution by estimating
what we believe is a sustainable rate of distribution during the reinvestment
period. The actual distribution rate may be greater or less than the initial
rate of distribution during the reinvestment period if we deem it prudent to
revise the rate. Furthermore, over the entire life of the Partnership the
actual rate of return on your investment may be greater than or less than the
rate of distribution. If the rate of return on your investment were
ultimately less than the initial distribution rate, then some of your
distributions would include a return of some of your investment. Until assets
have been liquidated and cash has been distributed, the final calculation of
the return on your investment cannot be determined. There is no assurance
that you will achieve any specified rate of return on your investment. See
"CASH DISTRIBUTIONS--Monthly Cash Distributions."
THE RATE OF MONTHLY CASH DISTRIBUTIONS IS NOT FIXED
While we intend to make monthly cash distributions from the
Partnerships' cash flows, we may determine it is in the best interest of the
Partnerships to periodically change the amount of the cash distributions you
receive or not make any distributions in some months. During the liquidation
period, regularly scheduled distributions will decrease because there will be
fewer leases and financing transactions available to generate cash flow,
although it is expected that lump sums will be distributed from time to time
if and when large assets are sold. See "CASH DISTRIBUTIONS--Monthly Cash
Distributions."
10
<PAGE>
THERE IS NO SECONDARY MARKET FOR UNITS SO YOUR ABILITY TO TRANSFER THEM IS
LIMITED
The units are limited partnership interests. In order to avoid
treatment as a "publicly traded partnership," Treasury Department regulations
prohibit us from creating or participating in a "secondary market" for the
units. Your ability to sell or otherwise transfer your units, other than at a
substantial discount, is extremely limited. You must view your investment in
a Partnership as a long-term, illiquid investment. See "TRANSFER OF UNITS."
IF YOU CHOOSE TO REDEEM YOUR UNITS YOU MAY NOT RECEIVE YOUR FULL CAPITAL
ACCOUNT BALANCE
Beginning the second full quarter following the final closing date
of this offering, you may request that a Partnership redeem up to 100% of
your units. A Partnership is under no obligation to do so, however, and will
not maintain any cash reserve for this purpose. If we allow a Partnership to
redeem your units, the redemption price has been unilaterally set and is
described in the section of this prospectus captioned "TRANSFER OF
UNITS--Limited Right to Redeem." The redemption price may be less than the
unreturned amount of your investment. If your units are redeemed, the
redemption price will probably provide you a significantly lower value than
the value you would realize by retaining your units for the duration of the
Partnership.
FEDERAL INCOME TAX RISKS AND ERISA RISKS
FEDERAL TAX CONSIDERATIONS IN GENERAL
Although this investment may be appealing to certain investors for
federal income tax purposes, you should invest based on economic rather than
tax factors. While tax counsel has reviewed the section of the prospectus
entitled "FEDERAL INCOME TAX CONSEQUENCES" for accuracy, their opinion about
that section is limited largely to tax matters they believe are material to
an individual taxpayer. Furthermore, the opinion is subject to assumptions
concerning the future operations of the Partnerships and is not binding on
the IRS. In addition, the IRS has not ruled on any federal income tax issue
in relation to the Partnerships. Because your other income and expenses may
affect the tax consequences of this investment, there can be no assurance
that you will obtain the tax consequences described in this prospectus. You
and your advisers should not only carefully review the "FEDERAL INCOME TAX
CONSEQUENCES" section, but also carefully review your tax circumstances.
Some of the tax consequences described are unclear because recent
tax laws have not yet been interpreted. The tax benefits described may be
challenged by the IRS upon audit of any tax return of the Partnerships. If an
audit adjusts the Partnerships' tax return, you might have to adjust your
income tax return as well. This might also result in an examination of your
return for items unrelated to the Partnerships, or an examination of your
prior years' returns. You could incur substantial legal and accounting costs
in contesting any IRS challenge, regardless of the outcome. The Partnerships
will not reimburse you for any legal and accounting expenses you incur
because of an examination of your income tax return. Nor will a Partnership
represent you in connection with an audit by the IRS of items unrelated to
the Partnership. See "FEDERAL INCOME TAX CONSEQUENCES -Audit by the IRS."
IF THE IRS CLASSIFIES THE PARTNERSHIPS AS CORPORATIONS, YOU WILL LOSE TAX
BENEFITS
If the IRS successfully contends that a Partnership should be
treated as a "publicly traded partnership." The Partnership would then be
treated as a corporation for federal income tax purposes rather than as a
partnership. If so, all of the possible tax benefits of this investment could
be eliminated and:
- losses realized by a Partnership would not pass through to
you;
- a Partnership would be taxed at income tax rates applicable to
corporations thereby reducing distributions to you; and
- your distributions would be taxed as dividend income to the
extent of current and accumulated earnings and profits.
To minimize this possibility, Section 10 of the Partnership
Agreement places restrictions on your ability to transfer units. See "FEDERAL
INCOME TAX CONSEQUENCES--Publicly Traded Partnerships."
11
<PAGE>
THE PARTNERSHIPS COULD LOSE COST RECOVERY OR DEPRECIATION DEDUCTIONS IF THE
IRS TREATS THEIR LEASES AS SALES OR FINANCINGS
We expect that, for federal income tax purposes, the Partnerships
will be treated as the owner and lessor of the equipment they own or co-own
and/or lease. However, the IRS may challenge the leases and instead assert
that they are sales or financings. If the IRS determines that the
Partnerships are not the owners of their equipment, they would not be
entitled to cost recovery, depreciation or amortization deductions, and their
leasing income might be deemed to be portfolio income instead of passive
income. See "FEDERAL INCOME TAX CONSEQUENCES--Tax Treatment of Leases" and
"--Deductibility of Losses; Passive Losses, Tax Basis and "At Risk"
Limitation."
YOU MAY INCUR TAX LIABILITY IN EXCESS OF THE CASH DISTRIBUTIONS YOU RECEIVE
Your tax liability from this investment may exceed the cash
distributions you receive from it. While we expect that your taxable income
from this investment for most years will be less than your cash distributions
in those years, to the extent any Partnership debt is repaid with rental
income or proceeds from equipment sales, taxable income could exceed the
related cash distributions. Additionally, a sale of Partnership property may
result in taxes in any year that are greater than the amount of cash from the
sale and give you tax liability in excess of cash distributions.
THERE ARE LIMITATIONS ON YOUR ABILITY TO DEDUCT PARTNERSHIP LOSSES
Your ability to deduct losses generated by the Partnerships is
limited to the amounts that you have at risk in this activity. This is
generally the amount of your investment, plus any profit allocations and
minus any loss allocation and distributions. Additionally, your ability to
deduct losses attributable to passive activities is restricted. Because the
Partnerships' operations will constitute passive activities, you can only use
losses from the Partnerships to offset passive income in calculating tax
liability. Furthermore, passive losses may not be used to offset portfolio
income. See "FEDERAL INCOME TAX CONSEQUENCES--Deductibility of Losses;
Passive Losses, Tax Basis and "At Risk" Limitations."
THE IRS MAY ALLOCATE MORE TAXABLE INCOME TO YOU THAN THE PARTNERSHIP
AGREEMENTS PROVIDE
The IRS might successfully challenge our allocations of profits or
losses. If so, the IRS would require reallocation of taxable income and loss,
resulting in more taxable income or less loss for you than the Partnership
Agreements allocate. See "FEDERAL INCOME TAX CONSEQUENCES--Allocations of
Profits and Losses."
IF YOU ARE A TAX-EXEMPT ORGANIZATION YOU WILL HAVE UNRELATED BUSINESS TAXABLE
INCOME
Tax-exempt organizations are nevertheless subject to unrelated
business tax on unrelated business taxable income ("UBTI"). Such
organizations are required to file federal income tax returns if they have
UBTI from all sources in excess of $1,000 per year. The Partnerships' leasing
income will constitute UBTI, as will a portion of their income from financing
transactions. See "FEDERAL INCOME TAX CONSEQUENCES--Taxation of Employee
Benefit Plans and Other Tax-exempt Organizations."
IF YOU ARE A FOREIGN INVESTOR YOU MIGHT BE SUBJECT TO U.S. TAX WITHHOLDING
AND BE REQUIRED TO FILE U.S. TAX RETURNS
Foreign investors should be aware that their share of the income
from the Partnerships might be subject to U.S. income tax withholding.
Foreign investors may also be required to file U.S. income tax returns. See
"FEDERAL INCOME TAX CONSEQUENCES--Foreign Investors."
THIS INVESTMENT MAY CAUSE YOU TO PAY ADDITIONAL TAXES
You may be required to pay alternative minimum tax in connection
with this investment, as you will be allocated a ratable share of tax
preference items. Our operation of the Partnerships may lead to other
adjustments that could also increase your alternative minimum tax.
Alternative minimum tax is treated in the same manner as the regular income
tax for purposes of making estimated tax payments. See "FEDERAL INCOME TAX
CONSEQUENCES--Alternative Minimum Tax." You also may be subject to state and
local taxation, such as income, franchise or personal property taxes in your
state, as a result of this investment. A Partnership's use of equipment
outside the U.S. might also subject the Partnership and you to income or
other types of taxation in foreign countries.
12
<PAGE>
THE ASSETS OF THE PARTNERSHIPS MAY BE PLAN ASSETS FOR ERISA PURPOSES
ERISA and the tax code may apply what is known as the look-through
rule to this investment. Under that rule, the assets of an entity in which a
qualified plan or IRA has made an equity investment may constitute assets of
the qualified plan or IRA. If you are a fiduciary of a qualified plan or IRA,
you should consult with your advisor and carefully consider the effect of
that treatment if that were it to occur. See "INVESTMENT BY QUALIFIED PLANS."
13
<PAGE>
- --------------------------------------------------------------------------------
SOURCES AND USES OF OFFERING PROCEEDS
- --------------------------------------------------------------------------------
The first table below is our best estimate of the use of the
offering proceeds both if only the minimum number of units (12,000) are sold,
and if all of the units are sold. Because the Partnerships have not made any
acquisitions, we cannot precisely calculate some of the expenses below at
this time, so the amounts may vary substantially from these estimates. As
shown below, assuming we sell the maximum number of units offered (750,000)
and receive $75,000,000 of funds to invest in a given Partnership, we project
that we will invest 80.40% of the offering proceeds in leases and financing
transactions. The second table below is our estimate of our fees and expenses
expressed as a percentage of total assets, assuming the maximum offering size
is achieved and a Partnership borrows funds to acquire assets at a leverage
rate of 67%.
<TABLE>
<CAPTION>
MINIMUM OFFERING MAXIMUM OFFERING
OF 12,000 UNITS OF 750,000 UNITS
PER PARTNERSHIP % PER PARTNERSHIP %
---------------- ------- ---------------- -------
<S> <C> <C> <C> <C>
Offering Proceeds(1) $1,200,000 100.00% $75,000,000 100.00%
Expenses:
Sales Commissions(2) (96,000) (8.00%) (6,000,000) (8.00%)
Underwriting Fees(3) (24,000) (2.00%) (1,500,000) (2.00%)
O & O Expense Allowance(4) (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)(5) (86,500) (7.21%) (5,468,750) (7.29%)
Offering Proceeds
Available for Investments(6) $951,500 79.29% $60,156,250 80.21%
</TABLE>
<TABLE>
<CAPTION>
Maximum Offering
With
67% LEVERAGE %
---------------- -------
<S> <C> <C>
Assets $182,291,667 100%
Expenses:
Sales Commissions (6,000,000) (3.29%)
Underwriting Fees (1,500,000) (0.82%)
O&O Expense Allowance (1,875,000) (1.03%)
----------- -------
Public Offering Expenses (9,375,000) (5.14%)
Acquisition Fees (5,468,750) (3.00%)
Total Fees and Expenses (14,843,750) (8.14%)
</TABLE>
Notes to table appear on following page.
14
<PAGE>
(1) Excluding $1,000 contributed by both the original limited partner and us
to each Partnership at the time of its formation. Upon the initial
closing date of each Partnership, the original limited partner will
withdraw from the Partnership and his capital contribution of $1,000
will be refunded.
(2) Each Partnership will pay brokers a sales commission of $8.00 per unit
sold (8% of offering proceeds), but no sales commission will be paid on
units sold to affiliated limited partners.
(3) Each Partnership will pay ICON Securities Corp., an affiliate of ours who
is acting as dealer-manager, an underwriting fee equal to $2.00 for each
unit sold (2.0% of offering proceeds) for managing the offering and to
reimburse it, on a non-accountable basis, for wholesaling fees and
expenses.
(4) Each Partnership will pay us organizational and operating expense
allowance, called an O & O expense allowance, equal to $3.50 for each unit
sold (3.5% of offering proceeds) if the offering results in offering
proceeds of $25,000,000 or less. We will reduce the percentage of O & O
expense allowance payable to us by the Partnerships from 3.5% to 2.5% for
offering proceeds exceeding $25,000,000 but less than $50,000,000; and from
2.5% to 1.5% for offering proceeds exceeding $50,000,000.
The O & O expense allowance will be paid on a non-accountable
basis, which means that the payment we receive may be less than, or
greater than, the actual costs and expenses that we incur in:
(a) organizing the Partnerships and offering units for sale,
which may include advertising and promotional expenses for preparing
the Partnerships for registration and then offering and distributing
the units to the public; and
(b) fees and expenses actually incurred and charged to us by
the dealer-manager and prospective selling dealers. Due diligence fees
and expenses are limited to an aggregate amount not to exceed the
lesser of (a) one-half of 1% of the offering proceeds or (b) the amount
permitted to be paid pursuant to Rule 2810 of the NASD Conduct Rules.
We will pay all O&O expenses in excess of those previously noted, in
the aggregate, without reimbursement from the Partnerships.
(5) The amounts and percentages shown in the column entitled Minimum Offering
represent, for the minimum offering size, the maximum acquisition fees
payable from offering proceeds. The amounts and percentages shown in the
column entitled Maximum Offering represent, for the maximum offering size,
the acquisition fees payable from offering proceeds. They are computed by
multiplying 3.0% times the total purchase price of the Partnerships'
investments purchased with both capital contributions and with the maximum
allowable borrowings. The acquisition fees in the table are calculated
assuming that, on average, total Partnership indebtedness will equal 67% of
the purchase price of all investments.
(6) Each Partnership intends to establish an initial reserve equal to 1.0% of
offering proceeds, which will be maintained and used for insurance, certain
repairs, replacements and miscellaneous contingencies.
- --------------------------------------------------------------------------------
OUR COMPENSATION
- --------------------------------------------------------------------------------
The following table summarizes the types and estimated amounts of
all compensation or distributions that we and our affiliates may be paid,
directly or indirectly, by the Partnerships. Some of this compensation will
be paid regardless of the success or profitability of the Partnerships'
operations, and was not determined by arm's-length negotiations.
Although some of the compensation described below may vary from the
amounts projected, the total amounts of compensation payable to all persons,
including us, is limited by provisions in the Partnership Agreement and the
requirements of (a) the NASAA Guidelines, which have maximum compensation and
minimum use of proceeds requirements and (b) the NASD's Conduct Rules (which
limit selling compensation).
15
<PAGE>
ORGANIZATION AND OFFERING STAGE
<TABLE>
<CAPTION>
TYPE OF COMPENSATION METHOD OF COMPENSATION ESTIMATED DOLLAR AMOUNT
- -------------------- ---------------------- -----------------------
<S> <C> <C>
Underwriting Fee - payable to ICON 2.0% ($2.00 per unit) of the offering $24,000 if the minimum offering of
Securities Corp., the dealer-manager proceeds on all units sold. 12,000 units is sold per Partnership,
up to a maximum of $1,500,000 if all
750,000 units are sold per Partnership.
Sales Commission--expected to be paid 8.0% ($8.00 per unit) of the offering Not determinable at this time.
primarily to selling dealers with only a proceeds from all units sold, other
small amount expected to be paid to ICON than for units sold to affiliated If all units sold were sold by the
Securities Corp. limited partners which shall be sold dealer-manager, which we do not expect,
on a net of sales commission basis. the maximum amount of sales commissions
that the dealer-manager could receive
would be $96,000 if the minimum
offering of 12,000 units is sold per
Partnership and $6,000,000 if all
750,000 units are sold per
Partnership. In each case, these
amounts are calculated without giving
effect to possible reduction of the
sales commissions due to commissions
that are not payable for units
purchased by affiliated limited
partners, if any.
O & O Expense Allowance-payable to us or 3.5% ($3.50 per unit) of the first Not determinable at this time.
the dealer-manager, or both, for $25,000,000 of offering proceeds; 2.5%
organizational and offering expenses ($2.50 per unit) of offering proceeds A minimum of $42,000 per Partnership if
in excess of $25,000,000 but less than the minimum offering of 12,000 units is
$50,000,000; and 1.5% ($1.50 per unit) sold, up to a maximum of $1,875,000 per
of offering proceeds exceeding Partnership if all 750,000 units are
$50,000,000, on a non-accountable sold.
basis (exclusive of sales commissions)
whether or not incurred. We will pay
actual organizational and offering
expenses for this offering to the
extent such expenses exceed the O & O
expense allowance.
We will pay or advance bona fide due
diligence fees and expenses of the
dealer-manager and actual and
prospective selling dealers on a fully
accountable basis from such allowance
up to, but not in excess, of the
lesser of the maximum amount payable
under the NASD Conduct Rules, or 1/2 of
1% of the offering proceeds.
16
<PAGE>
<CAPTION>
OPERATIONAL STAGE
<S> <C> <C>
Acquisition Fee-payable to us. 3.0% of Total acquisition fees would equal
11.5% of offering proceeds (or
(a) the purchase price paid by $138,000) per Partnership if the
the Partnership to the seller of each minimum offering of 12,000 units is
item of equipment acquired or residual sold) and 7.10% of offering proceeds
value interest acquired; the fee (or $5,328,102 per Partnership if all
includes debt incurred or assumed or 750,000 units are sold). In both
debt which would be assumed if the instances this assumes that total
option to acquire a residual value Partnership indebtedness will equal
interest were immediately exercised; 67% of the purchase price of all
and investments.
(b) the principal amount of each
financing transaction entered into or
acquired by the Partnership.(1)
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
us. No finder's or broker's fees may
be paid to any of our affiliates.
We will reduce or refund acquisition
fees if the Partnerships' investment
in equipment is less than the greater
of (a) 80% of the offering proceeds
reduced by .0625% for each 1% of
borrowings encumbering the
Partnerships' equipment, or (b) 75% of
the offering proceeds.
</TABLE>
- ----------------------------------
(1) Total acquisitoin fees paid from all sources is limited to 3.0% of
offering proceeds, an amount equal to the LESSER of (a) 15.0% of
offering proceeds or (b) the difference between (1) the maximum
front-end fees allowable under the NASAA Guidelines and (2) all other
front-end fees (i.e., sales commissions, underwriting fees and the O & O
expense allowance, which total 13.5% of offering proceeds). Pursuant to
the NASAA Guidelines, the maximum front-end feeds which the partnership
may pay is 20% of offering proceeds (if no debt is employed by the
Partnership to acquire its investments) which percentage is increased by
.0625% for each 1% of indebtedness (up to a maximum of 80% of the cost
of the Partnerships' investments) so utilized. As a result, if the
Partnership utilized indebtedness equal to 67% of the cost of the
Partnerships' investments, the Partnership would be able to pay total
front-end fees equal to 19.60% of offering proceeds and acquisition fees
would be limited to 7.5% of offering proceeds.
17
<PAGE>
<TABLE>
<S> <C> <C>
MANAGEMENT FEE-- payable to us for The LESSER of: Not determinable at this time.
actively managing the leasing, re-leasing,
financing and refinancing of Partnership (i)(a) 5% of gross rental payments We have agreed to subordinate, without
leases and financing transactions from operating lease, except operating interest, our receipt of monthly
leases for which management services payments of the management fees to the
are performed by non-affiliates under limited partners' receipt of first
our supervision for which 1% of annual cash distributions until the earlier
gross rental payments shall be payable; of (1) the limited partners' receipt
of all accrued but previously unpaid,
(b) 2% of gross rental payments and and current, installments of first
debt service payments from fullpayout cash distributions or (2) expiration
leases with net lease provisions, 2% of the reinvestment period. Any
of annual gross principal and interest management fee deferred will be
payments from financing transactions; deferred without interest during the
reinvestment period until the limited
(c) and 7% of gross rental payments partners have received all accrued and
from equipment operated by the previously unpaid first cash
Partnership as provided in NASAA distributions.
Guidelines Section IV.E.4(2); or
Management fees payable with respect
(ii) management fees which are investments acquired by the
competitive Partnership prior to the effective
and/or customarily charged by date of our withdrawal as general
others rendering similar services partner will remain payable to us
as an ongoing public activity in despite our withdrawal as and when the
the same geographic location for Partnership receives the rental
similar equipment and financing proceeds from the investments creating
transactions. the obligation to pay the management
fees.
CASH FLOW - share distributable to us Prior to payout, which is the time Not determinable at this time.
when cash distributions in an
amount equal to the sum of the
limited partners' (1) capital
contributions and (2) an 8.0%
cumulative annual return thereon,
compounded daily, have been made,
distributions of available cash
from operations and sales shall be
made 99% to the limited partners
and 1% to us. After payout,
distributions of available cash
shall be distributed 90% to the
limited partners and 10% to us,
unless limited partners have not
received distributions equal to
150% of their investment, in which
case the ratio will remain
</TABLE>
- -----------------------------
(2) If we provide both equipment management and additional services,
relating to the continued and active operation of Partnership 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, we may charge the
Partnerships a management fee not to exceed 7.0% of the gross rental
payments from equipment operated by the Partnerships.
18
<PAGE>
<TABLE>
<S> <C> <C>
99:1 until that level of distributions
has been achieved.
SUBORDINATED REMARKETING FEE - payable to For sales of equipment and financing Not determinable at this time.
us for arranging the sale of the transactions, an amount equal to the
Partnerships' equipment financing lesser of (1) 3.0% of the contract
transactions. sales price for the Partnerships'
investments, or (2) 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 for any portion
of cash from sales which is reinvested
in additional Partnership investments.
Payment of the subordinated
remarketing fee will be deferred until
after payout and will be made without
interest.
REIMBURSEMENT FOR OUT-OF-POCKET The Partnership will reimburse our Not determinable at this time.
ACQUISITION EXPENSES DIRECTLY ATTRIBUTABLE affiliates and us for some expenses
TO THE ACQUISITION OF EQUIPMENT-payable to incurred in connection with the
us and our affiliates(3) Partnerships' operations.
</TABLE>
- ---------------------------
(3) In the event we or an affiliate purchases equipment with our own funds in
order to facilitate the later purchase by a Partnership, or borrows on
behalf of a Partnership for any Partnership purpose, we or the affiliate
will be entitled to receive interest on the funds expended on behalf of the
Partnership until the Partnership purchases the equipment or repays the
loan. Interest will be paid at a rate equal to that which would be charged
by third-party financing institutions on comparable loans for the same
purpose in the same geographic area.
19
<PAGE>
<TABLE>
<CAPTION>
INTEREST IN PROFITS OR LOSSES
<S> <C> <C>
PARTNERSHIP'S PROFITS AND LOSSES FOR TAX We will be allocated shares of the Not determinable at this time.
PURPOSES - share allocable to us Partnerships' profits and losses for
tax purposes that generally
approximate our share of available
cash from operations and from sales.
</TABLE>
The O&O Expense Allowance described in the above table includes, but
is 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
offering proceeds or the amount permitted to be paid pursuant to Rule 2810 of
the NASD Conduct Rules and expenses for salaries and direct expenses of our
officers and directors while directly engaged in organizing the Partnerships
and registering the units.
As also described in the above table, we 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 us or any of our affiliates.
In addition to the O & O Expense Allowance, the Partnerships will
reimburse us and our affiliates for: (1) the actual costs 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 the Partnerships (such as accounting, professional, secretarial
and investor relations staff, and capital items including computers and
related equipment), not in excess of the lesser of our, or our affiliate's,
costs, or 90% of the costs that the Partnerships would be required to pay to
independent parties for comparable services. Each Partnership's annual
reports to the limited partners will provide a breakdown of services
performed by, and amounts reimbursed to, our affiliates and us.
Section 6.4(i) of the Partnership Agreement limits the types and
annual amounts of expenses of the Partnerships that may actually be paid by
the Partnerships to us. No reimbursement is permitted for services for which
we are entitled to compensation by way of a separate fee. Excluded from the
allowable reimbursement, except as permitted under Section 6.4(i) of the
Partnership Agreement, will be:
(1) salaries, fringe benefits, travel expenses or other
administrative items incurred by or allocated to any person
with a controlling interest in us or any of our affiliates;
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).
While a Partnership is not permitted to pay any remuneration to any
of our or our affiliates' officers or directors for services on a
Partnership's behalf, we or the dealer manager may apply any portion or none
of the O & O Expense Allowance to defray such costs.
We expect that the Partnerships will also directly pay third parties
for services provided to the Partnerships from time to time. These services
will include compensation to unaffiliated professionals for such matters as
auditing, legal services, accountancy services and advice, tax services and
advice, equipment and portfolio management and advice, and in any other area
which we deem necessary and appropriate for the professional management of
the affairs of the Partnership.
20
<PAGE>
CONFLICTS OF INTEREST
The Partnerships will be subject to various conflicts of interest
arising out of their relationships to us and our affiliates. There are some
provisions in the Partnership Agreement that are intended to protect your
interests when conflicts arise. Please review Sections 6.2 and 6.4 of the
Partnership Agreement, which limits the actions we can take on behalf of the
Partnerships and limits our compensation from the Partnerships. In addition,
see "FIDUCIARY RESPONSIBILITY" for a discussion of our fiduciary obligations
to you, which require us to consider your best interests in managing the
Partnerships' assets and affairs. The conflicts include the following:
NO ARM'S LENGTH NEGOTIATION OF AGREEMENTS
We are represented by the same legal counsel as the Partnerships and
the dealer-manager. The limited partners, as a group, have not been
represented by legal counsel and the Partnerships' legal counsel has not
acted on behalf of prospective investors nor conducted a review or
investigation on their behalf. Therefore, none of the agreements and
arrangements between the Partnerships and either the dealer-manager or us was
negotiated on an arm's length basis. The attorneys, accountants and other
experts who perform services for the Partnerships will also perform services
for us, the dealer-manager, some of our affiliates and for other partnerships
or ventures that we or our affiliates may sponsor. However, should a dispute
arise between a Partnership and us, we will have that Partnership retain
separate legal counsel to represent the Partnership in connection with the
dispute.
OUR COMPENSATION
We have unilaterally determined the compensation that we and the
dealer-manager will be paid by the Partnerships. However, we believe that the
amount of compensation is representative of practices in the industry and
complies with the NASAA Guidelines in effect on the date of this prospectus.
Both we and the dealer-manager will receive substantial compensation upon the
closing of each offering and upon, or from, the Partnerships' acquisition,
use and sale of its leases and financing transactions. We will make decisions
involving these transactions in our sole discretion. See "OUR COMPENSATION."
A conflict of interest may also arise from our decisions 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 our compensation. In such circumstances, our
interest 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 investment or distributions.
EFFECT OF LEVERAGE ON OUR COMPENSATION
We intend to acquire a Partnership's investments with borrowings of
approximately 67% of the aggregate purchase price of the Partnerships' total
investments, but the actual level of borrowings may vary and we are permitted
to finance up to 80% of the aggregate purchase price of all the Partnership
investments if offering proceeds do not exceed $25,000,000. If offering
proceeds do not exceed $25,000,000, we believe that higher leverage will best
serve the Partnership in question by allowing it to own a greater diversity
of equipment and spreading credit risk among a greater number of lessees than
could be the case if lower leverage were utilized. Since our acquisition fees
are based upon the purchase price of all equipment and financing transactions
we acquire for each Partnership, including related borrowings, we would earn
a greater amount of acquisition fees (subject to the limit on those fees) if
a greater percent of debt were employed.
If offering proceeds exceed $25,000,000, we have agreed to a pro
rata limitation on borrowings. For example, if offering proceeds were
$50,000,000, the permitted borrowing limit would be reduced from 80% of the
aggregate purchase price of the Partnerships' total investments to 75%. If
offering proceeds reach the maximum offering size of $75,000,000, the limit
would be reduced further to 67%. Following the offering period and to the
extent the limits described above require leverage of less than 75%, each
Partnership's permitted leverage may rise to 75% when reinvestment proceeds
are reinvested by the Partnership. See "OUR COMPENSATION."
21
<PAGE>
COMPETITION WITH THE PARTNERSHIPS FOR EQUIPMENT
We and our affiliates are engaged directly and indirectly in the
business of acquiring equipment for our own accounts as well as for other
programs. In the future, we, or any of our affiliates, may form, sponsor, and
act as a general partner of or as an advisor to other investment entities
(including other public equipment ownership and leasing partnerships). Those
entities could have investment objectives similar to the Partnerships' and
may be in a position to acquire the same investments at the same time as the
Partnerships. See "RELATIONSHIPS WITH SOME OF OUR AFFILIATES" and
"MANAGEMENT" for a chart of and a description of our relationship to the
Partnerships.
Until all capital contributions (the initial amounts invested by
limited partners) have been invested or committed, used to pay permitted
front-end fees or returned to limited partners as provided in the Partnership
Agreement, all investment opportunities meeting the investment objectives of
the Partnerships (including equipment acquisition, financing, refinancing,
leasing and re-leasing opportunities) shall be presented to the Partnerships
FIRST except in the following circumstances:
- The required cash investment is greater than the cash that the
Partnerships have available for investment;
- The amount of debt to be incurred or assumed is above levels
that we believe are acceptable for the Partnerships;
- The equipment type is not appropriate to the Partnerships'
objectives, which include seeking to avoid concentrations of
exposure to any one class of equipment;
- The lessee's credit quality does not satisfy the Partnerships'
objectives of maintaining a high-quality portfolio with low
credit losses while avoiding a concentrated exposure to any
individual lessee or user;
- The remaining lease or financing term extends beyond the date
by which we must liquidate the Partnerships' investments;
- The Partnerships' available cash flow is not commensurate with
its need to make distributions during each Partnership's
reinvestment period;
- The structure of the proposed transaction, particularly the
end-of-lease options governing the equipment, does not provide
the opportunity to obtain the residual values needed to meet
the Partnerships' total return requirements; and
- The transaction does not comply with the terms of the
Partnership Agreement.
The Partnership Agreement does not prohibit us or our affiliates from
investing in equipment leases or acquiring financing transactions, and we can
engage in acquisitions, financing, refinancing, leasing and re-leasing
opportunities on our or their own behalf or on behalf of other Partnerships.
We and our affiliates shall have the right to take for our or their own
account, or to recommend to any program we manage, any particular investment
opportunity after considering the factors in the preceding paragraph.
Any conflicts in determining and allocating investments between a
Partnership and us or between a Partnership and another program will be
resolved by the investment committee, which will evaluate the suitability of
all prospective lease acquisitions and financing transactions for investment
by a Partnership. If the investments available from time to time to a
Partnership and to other programs we manage is less than the aggregate amount
of investment then sought by them, the available investment will generally be
allocated to the investment entity that has been seeking investments for the
longest period of time.
Conflicts may also arise between two or more investment programs
(including the Partnerships) that we or one of our affiliates advise or
manage, or between one or more of investment programs and an affiliate of
ours acting for its own account, which may be seeking to re-lease or sell
similar equipment at the same time. In these cases, the first opportunity to
re-lease or sell equipment will generally be allocated to the investment
program attempting to re-lease or sell equipment
22
<PAGE>
that has been subject to the lease which expired first, or, if the leases
expire simultaneously, the lease which was first to take effect. However, we
may make exceptions to this general policy where equipment is subject to
remarketing commitments with contrary provisions or where, in our judgment,
other circumstances make applying this policy inequitable or not economically
feasible for a particular investment program.
OUR LIABILITY FOR PARTNERSHIP OBLIGATIONS; OUR DETERMINATION OF RESERVES
As a general rule, we are liable for the Partnerships' liabilities
to the extent that they exceed its assets (including reserves for working
capital and contingent liabilities). We determine the amount of reserves and
we allocate the Partnerships' cash flow to maintain or increase the amount in
the reserve account. Because we may be exposed to liability to creditors of
the Partnerships if there is a deficiency in the amount of reserves relative
to the Partnerships' contingent liabilities, we may have a conflict of
interest in determining when to allocate cash flow for distribution to you or
to the Partnerships' reserve account.
JOINT VENTURES
For added diversification, the Partnerships may invest in joint
ventures with other programs that we or others sponsor and manage. If a
Partnership enters into a joint venture, we would have a fiduciary duty to
the Partnership and to any other investment programs we manage that
participate in it. Having these duties to several partnerships may result in
conflicts in determining when and whether to dispose of any jointly owned
investment. To minimize the likelihood of a conflict between these fiduciary
duties, the Partnership Agreement restricts our ability to make investments
in joint ventures by requiring that the joint investment comply with the
investment criteria and investment objectives of the Partnerships. See "RISK
FACTORS--Partnership Risks."
LEASE REFERRALS
From time to time, we may have the opportunity to earn fees for
referring prospective equipment or financing transactions to a purchaser
other than the Partnerships. This could involve conflicts of interest because
we would receive compensation as a result of the 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, we will not refer prospective equipment or financing transactions
to third parties for compensation, unless, using the criteria listed above
under "Competition with the Partnerships for Equipment," we decide that the
investment in question is inconsistent with the investment and
diversification objectives of the Partnerships.
PARTICIPATION OF AN AFFILIATE IN THIS OFFERING
Units will be sold on a best-efforts basis through ICON Securities
Corp. (the dealer-manager), who will receive underwriting fees for all units
sold in addition to sales commissions for any units sold by its securities
representatives. Because ICON Securities Corp. is affiliated with us, its
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.
TAX MATTERS PARTNER
We are the Partnerships' tax matters partner for purposes of dealing
with the Internal Revenue Service on any audit or other administrative
proceeding before the IRS and/or any legal proceeding. As tax matters
partner, we are empowered to negotiate with the IRS and to settle tax
disputes, thereby binding the limited partners and the Partnerships by any
settlement. While we will seek to take into consideration your interest in
agreeing to any settlement of any disputed items of Partnerships' income and
expense, there is no assurance that any settlement will be in the best
interest of any specific limited partner given his or her specific tax
situation.
23
<PAGE>
FIDUCIARY RESPONSIBILITY
CONFLICTS
GENERAL. The Partnership Agreement makes us accountable to the
Partnerships as a fiduciary. Therefore, we must always act with integrity and
good faith, and exercise due diligence in conducting the business of the
Partnerships and in resolving conflicts of interest, subject to certain
limitations set forth in the Partnership Agreement. By law, general partners
are held to a duty of the highest good faith in conducting partnership
affairs. This normally means that a general partner cannot engage in
activities which might create an interest for itself that is adverse to that
of the partnership of which it is the general partner. Because we and other
investment programs that we manage or in the future may manage will acquire
equipment and enter into financing transactions, we may be deemed to have a
position adverse to the Partnerships.
MODIFICATION. Section 6.5 of the Partnership Agreement includes
provisions to resolve conflicts of interest that may arise between the
Partnerships and other investment programs we manage with respect to
particular investment opportunities that become available. We shall make
investment opportunities available as described in that section of the
Partnership Agreement. However, until all capital contributions have been
invested or committed, used to pay permitted front-end fees or returned to
limited partners as provided in the Partnership Agreement, all investment
opportunities meeting the investment objectives of the Partnerships shall be
presented to the Partnerships first. If two or more investment programs that
we manage are in a position to lease the same equipment or provide the same
financing, we 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. We are not certain whether these
provisions regarding allocating opportunities are enforceable.
DETRIMENT AND BENEFIT. If the Partnership Agreement did not modify
the general common law fiduciary duties, we could not serve as the general
partner for the Partnerships and any other investment program that might
acquire, finance and lease equipment at the same time. The modification may
operate as a detriment to you because there may be business opportunities
that we will not make available to the Partnerships.
The foregoing modifications permit us to act as a general partner to
more than one similar investment program, and we believe the Partnerships
should benefit from our resulting experience. The modifications also permit
the Partnerships to enter into joint ventures to acquire a larger and more
diverse asset pool. However, the modifications relieve us and our affiliates
of the strict fiduciary duty of a general partner acting as such for only one
investment program at a time. The modifications attempt to resolve any
conflicts arising from our management of multiple investment programs in a
manner consistent with the expectations of the investors of all of these
programs, our fiduciary duties and the Partnerships' and other programs'
investment objectives, especially including that of investment
diversification.
INDEMNIFICATION
The Partnership Agreement limits our liability to the Partnerships
and to you. The Partnerships will indemnify us and our affiliates, from the
Partnerships' assets, for any liability, loss, cost and expense of litigation
arising out of our acts or omissions provided that:
(1) we or our affiliate made a determination in good faith that
the action or inaction was in the best interests of the
Partnerships;
(2) we or our affiliate were acting on behalf of or performing
services for the Partnership; and
(3) the course of conduct did not constitute negligence or
misconduct on our part or that of our affiliate.
As a result, your right to sue us for alleged breach of our
fiduciary duty in conducting the affairs of the Partnerships may be limited.
However, we and each of our affiliates will be liable, responsible and
accountable, and the Partnerships will not be so liable for, liability, loss,
cost or expense due to our or our affiliate's fraud, negligence, misconduct
or breach of fiduciary duty to the Partnerships or any partner, as determined
by a court. The Partnerships will
24
<PAGE>
not have to pay the cost of insurance that insures us or any affiliate for
any liability for which we cannot be indemnified.
In addition, we have 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. Any
successful claim for indemnification would deplete the Partnerships' assets
by the amount paid and could reduce the amount of distributions subsequently
made to you.
The Partnerships are not permitted to indemnify us, any of our
affiliates, or any selling dealer for any losses, liabilities, litigation,
settlement or any other costs or expenses arising out of an alleged violation
of federal or state securities laws unless the following have occurred:
(1) (a) there was a successful adjudication on the merits in
favor of us, our affiliate or the selling dealer on
each count of alleged securities laws violation;
(b) the claims were dismissed on the merits by the court;
or
(c) the court approved a settlement of the claims and
indemnification regarding the costs of claims; plus
(2) we have advised the court regarding the current position of
the Securities and Exchange Commission, the Securities
Divisions of the Commonwealths of Massachusetts and
Pennsylvania, the States of Missouri and Texas and any other
relevant regulatory body on the issue of indemnification for
securities law violations.
INVESTOR REMEDIES
There are a number of remedies available to you if you believe we
have breached our fiduciary duty to you. You may sue on behalf of yourself
and all other similarly situated limited partners (a class action) to recover
damages, or you may bring suit on behalf of the Partnership (a derivative
action) to recover damages from us or from third parties where we have failed
or refused to enforce an obligation. Further, if you suffer losses resulting
from violation of the anti-fraud provisions of federal or state securities
laws in connection with the purchase or sale of units, you may be able to
recover the losses from a selling dealer, the dealer-manager, or anyone
associated with either of them. In addition, for investors that are employee
benefit plans, case law applying the fiduciary duty concepts of ERISA to an
insurance company in connection with an insurance contract might apply with
equal force to us.
We 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, you may inspect or copy the Partnerships' books and records
at any time during normal business hours. See "SUMMARY OF THE PARTNERSHIP
AGREEMENT--Access to Books and Records."
This is a developing and constantly changing area of the law and
this summary, which describes in general terms the remedies available to you
if we breach our fiduciary duty, is based on statutes and judicial and
administrative decisions as of the date of this prospectus. If you have
questions concerning our duties or you believe that we have breached a
fiduciary duty, you should consult your own counsel.
In the opinion of the SEC, indemnifying an entity for liabilities
arising under the Securities Act is contrary to public policy and therefore
unenforceable. If we assert a claim against a Partnership for indemnification
of such liabilities (other than for expenses incurred in a successful
defense) under the Partnership Agreement or otherwise, the Partnership will
submit to a court of competent jurisdiction the question of whether such
indemnification is against public policy as expressed in the Securities Act.
25
<PAGE>
OUR OTHER PROGRAMS
We were 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 Partnerships, we
are the general partner of: 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. These limited Partnerships are referred to collectively as our prior
public programs. All were publicly offered and are income-oriented equipment
leasing limited partnerships with objectives similar to that of the
Partnerships. We and our affiliates have also engaged in the past, and may in
the future engage in the business of brokering or acquiring equipment leasing
or financing transactions which do not meet the investment criteria we have
established for the Partnerships and for our prior public programs (such as
criteria for creditworthiness, equipment types, excess transaction size or
concentration by lessee, location or industry).
<TABLE>
<CAPTION>
PRIOR PROGRAMS SUBSCRIPTIONS AS OF SEPTEMBER 30, 1999
-------------------------------------------------------
Limited No. of Total
Partnership Investors Subscriptions
----------- --------- -------------
<S> <C> <C>
Series A 222 $2,504,500
Series B 1,742 20,000,000
Series C 1,732 20,000,000
Series D 3,054 40,000,000
Series E 3,738 61,041,150
L.P. Six 2,272 38,385,712
L.P. Seven 4,639 99,999,683
Eight A 2,043 49,143,685
</TABLE>
Our prior public programs are all actively engaged in purchasing
equipment and entering into and acquiring leases and financing transactions.
As of September 30, 1999, our prior public programs had originated or
acquired investments as follows:
<TABLE>
<CAPTION>
INVESTMENTS ORIGINATED OR
ACQUIRED BY PRIOR PUBLIC PROGRAMS
AS OF SEPTEMBER 30, 1999
------------------------
(ALL AMOUNTS IN DOLLARS OF ORIGINAL ACQUISITION COST)
LIMITED PARTNERSHIP LEASED EQUIPMENT FINANCING TRANSACTIONS TOTAL INVESTMENTS
- ------------------- ---------------- ---------------------- -----------------
<S> <C> <C> <C>
Series A $6,033,973 $1,542,785 $7,576,758
Series B $61,466,203 $4,144,770 $65,610,973
Series C $66,504,867 $3,752,413 $70,257,280
Series D $112,606,872 $20,164,549 $132,771,421
Series E $242,198,280 $34,953,805 $277,152,085
L.P. Six $142,702,746 $12,307,967 $155,010,713
L.P. Seven $313,127,484 $1,455,290 $314,582,774
Eight A $136,426,559 $0 $136,426,559
</TABLE>
As of September 30, 1999, our prior public programs had leases and
financing transactions under management (determined by the original cost of
the investment acquired less the total original cost of assets sold)
consisting of the dollar amounts shown below, and representing the
percentages shown below, respectively, of the original cost of investments
acquired.
26
<PAGE>
<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO OF
PRIOR PROGRAMS AS OF
SEPTEMBER 30, 1999
Limited Leased Financing
Partnership Equipment Transactions
----------- ---------- ------------
<S> <C> <C>
Series A $ 98,504 $ 209,693
Series B 2,153,000 1,516,343
Series C 4,081,683 2,017,927
Series D 32,194,705 2,783,652
Series E 73,180,285 12,233,536
L.P. Six 83,787,630 4,192,552
L.P. Seven 221,417,949 778,060
Eight A 131,413,643 0
</TABLE>
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. 7 for each year from their dates of
formation through March 31, 1999 are included in TABLE III of Exhibit B to
the Prospectus. Additional investment information concerning such Programs as
of March 31, 1999, is also included in Tables I, II and V of Exhibit B to the
prospectus.
Three of our prior public programs, Series A, Series B and Series C,
experienced unexpected losses in 1992, which are 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 that company and the overstatement of inventory on
its audited financial statements.
We have taken steps that we believe will assist Series A, Series B
and Series C in partially recovering its losses, including:
(1) foregoing administrative expense reimbursements from July 1,
1991 through September 30, 1993, which we were otherwise
entitled to receive, in the amount of $34,961 (Series A),
$697,463 (Series B) and $859,961 (Series C);
(2) reducing 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
those programs;
(3) effective September 30, 1993, deferring $38,081 in Series A
management fees and, effective November 15, 1995 and June 19,
1996, eliminating 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 reducing the management fees which
Series A, Series B and Series C would each pay us to a flat
rate of 2% and, effective January 1, 1995, further reducing
the management fees which Series A pays us to a flat rate of
1%;
(5) effective January 31, 1994, converting 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 those programs'
portfolios;
(6) effective January 31, 1995, amending the partnership agreement
of Series A, by vote of a majority of its
27
<PAGE>
limited partners, to:
(a) extend the reinvestment period of Series A by not
less than 2 nor more than 4 years;
(b) authorize us to make loans to Series A for terms
greater than twelve months and for up to $250,000;
and
(c) (as noted in clause (4), above) decrease the rate of
management fees payable to us by Series A to a flat
1% of gross revenues from all of its leases and
financing transactions (pursuant to the amendments,
in February and March 1995, we 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, amending 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;
(b) eliminate the obligation of Series B to pay us
$220,000 of the $347,000 of accrued management fees
and any future management fees; and
(c) limit past management fees payable by Series B to
$127,000 and require us to pay that amount to Series
B as an additional capital contribution; and
(8) effective June 19, 1996, amending 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;
(b) eliminate the obligation of series B to pay us
$529,125 of the $634,125 of accrued management fees;
and
(c) limit past management fees payable by Series C to
$105,000 and require us to pay that amount to Series
C as an additional capital contribution.
We can provide 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.
To the extent these efforts are not successful, and Series B or Series C do
not earn sufficient amounts through their respective remaining periods of
operations to recoup the losses, any of those programs so effected would not
be able to return all of their respective investors' capital contributions.
The information presented in this section of the prospectus
concerning our prior public programs, as well as the information and data in
the Tables included as Exhibit B for our prior public programs, represents
our experience in the prior programs and are not audited. IF YOU PURCHASE
UNITS IN A PARTNERSHIP YOU WILL NOT HAVE ANY OWNERSHIP INTEREST IN ANY OTHER
PROGRAM AS A RESULT OF YOUR PURCHASE. YOU SHOULD NOT ASSUME THAT YOU WILL
EXPERIENCE RETURNS, IF ANY, COMPARABLE TO THOSE EXPERIENCED BY INVESTORS IN
OUR PRIOR PUBLIC PROGRAMS.
28
<PAGE>
STATUS OF THE OFFERING
As of December 15, 1999, 2,363 investors have been admitted as
limited partners to Fund Eight A, and those limited partners have acquired
580,869.35 units. The offering for Fund Eight B has not yet commenced.
RELATIONSHIPS WITH SOME OF OUR AFFILIATES
The following diagram shows our relationship to some of our
affiliates. The solid lines indicate ownership and the broken lines indicate
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), (the general partner),
a wholly owned subsidiary a wholly owned subsidiary
of ICON Holdings Corp. of ICON Holdings Corp.
ICON Income Fund Eight
MANAGEMENT
THE GENERAL PARTNER
We are a Connecticut corporation formed in 1985 under the name ICON
Properties, Inc. We changed our name on July 19, 1990 to more accurately
reflect the scope and focus of our business activities. Our financial
statements are presented in this prospectus show that our financial
condition, with an aggregate maximum net worth in excess of one million
dollars, is commensurate with the financial obligations we have assumed in
the offering and in the operation of the Partnerships. Our 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); Four Embarcadero Center, Suite
1810, San Francisco, California 94111 ((415) 981-4266) and 599 Lexington
Avenue, Suite 2705, New York, NY 10022 ((212) 418-4700). Our officers, listed
below, have extensive experience in selecting, acquiring, leasing, financing,
managing and remarketing (re-leasing and selling) equipment.
All services relating to the day-to-day management of equipment and
entering into leases and financing
29
<PAGE>
transactions will be performed by us or under our direction. These services
include collecting payments due from the lessees and borrowers, remarketing
equipment which is off-lease, inspecting equipment, being a liaison with
lessees and borrowers, supervising equipment maintenance, and monitoring
performance by the lessees and borrowers of their obligations, including
payment of rent or principal and interest and all operating expenses.
Our officers and directors are:
Beaufort J. B. Clarke Chairman, Chief Executive Officer and Director
Paul B. Weiss President and Director
Thomas W. Martin Executive Vice President, Treasurer and Director
Allen V. Hirsch Senior Vice President
Louis J.C. Cusano Senior Vice President and Counsel
Beaufort J. B. Clarke, 53, became our Chairman, Chief Executive
Officer and Director and those of the dealer-manager as well in August of
1996. He was our President from August of 1996 until December 31, 1998. 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. Prior to that, Mr.
Clarke was President of Gemini Financial Holdings, Inc. (an equipment leasing
company) from June 1990 through September 1993. Previously, Mr. Clarke was a
Vice President of AT&T Systems Leasing. Mr. Clarke formerly was an attorney
with Shearman and Sterling. 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, 45, became our Executive Vice President, Treasurer
and Director and those of the dealer-manager as well in August of 1996. Mr.
Martin was the Executive Vice President and Chief Financial Officer of
Griffin Equity Partners, Inc. from October 1993 to August 1996. Prior to
that, Mr. Martin was Senior Vice President 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, 39, became our President and Director on January 1,
1999. Mr. Weiss was our Director and Executive Vice President responsible for
lease acquisitions from November of 1996 until December 31, 1998. Mr. Weiss
served as Executive Vice President and co-founder of Griffin Equity Partners,
Inc. from October of 1993 through November of 1996. Prior to that, 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, 46, joined us in December of 1996 as Senior Vice
President. At that time Mr. Hirsch also became the President and Chief
Executive Officer of the dealer-manager. Prior to joining us, Mr. Hirsch
spent 16 years with PLM Financial Services and its affiliates, most recently
as President of PLM Securities Corp. for four years. 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, a M.S. degree in
Transportation from the University of Maryland and a M.B.A. from Harvard
Business School.
Louis J.C. Cusano, Esq., 39, became our Senior Vice President and
Counsel in June of 1999. Previously, from 1995 to 1999 Mr. Cusano was
Executive Vice President and General Counsel to Nikko Hotel's Essex House
Real Estate Corporation, a subsidiary of Japan Airlines' hotel and
hospitality group. Prior to that, Mr. Cusano was an attorney with Dewey
Ballantine and in private practice concentrating on leasing, corporate
finance and real estate transactions. Mr. Cusano received a J.D. from the
Boston University School of Law and a B.A. from the University of Virginia.
OUR AFFILIATES
ICON Securities Corp., the dealer-manager, is a New York corporation
and a wholly owned subsidiary of ICON Holdings Corp. It was formed in 1982 to
manage the equity sales for investor programs sponsored by its affiliates. It
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. is the dealer-manager
of this offering.
30
<PAGE>
- ------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
- ------------------------------------------------------------------------------
GENERAL
INVESTMENT OBJECTIVES. The Partnerships will purchase various types
of equipment that it will lease or is already being leased at the time of
purchase. The Partnerships may enter into financing transactions where it
loans funds to equipment users. The leases and financing transactions will
primarily be with businesses located in North America and Europe that we
determine are creditworthy. We have four investment objectives:
(1) INVEST IN EQUIPMENT AND FINANCING TRANSACTIONS: to invest at
favorable prices in a diversified portfolio of primarily used
equipment having long lives and high resale values, and, to a
lesser degree, in financing transactions that are secured by
equipment to creditworthy businesses at attractive rates of
interest;
(2) MAKE CASH DISTRIBUTIONS: to make substantially tax-deferred
cash distributions during the early years of the Partnerships,
beginning the month after the month you are admitted as a
limited partner;
(3) CONSERVATIVELY MANAGE THE PARTNERSHIPS: to create a relatively
safe investment for you by purchasing a diversified portfolio
of equipment subject to leases or financing transactions with
creditworthy lessees or borrowers. A diverse portfolio
comprised of various types of equipment and a range of
maturity dates makes it less likely that changes in any one
market sector will significantly impact the Partnerships.
Creditworthy lessees and borrowers lessen the Partnerships'
risk of economic loss due to bankruptcy of a lessee or
borrower. We also intend to emphasize investments in used,
long-lived, low obsolescence equipment to reduce the impact of
economic depreciation; and
(4) PROVIDE A FAVORABLE TOTAL RETURN: to provide you a total
return on your investment which, by the time we sell the
Partnerships' equipment and other assets, compares favorably
with other investment alternatives having similar risks.
We expect each Partnership initially to invest the sum of the
following:
- 75% of the funds we receive from investors, increasing to
80.40% if all of the units are sold; plus
- borrowed funds in an amount up to a maximum of 80% of the
purchase price of each Partnership's investment portfolio,
declining to a maximum of 67% if all of the units are sold;
plus
- excess cash flow not held in reserve or distributed.
ACQUISITION POLICIES AND PROCEDURES
We believe the Partnerships can achieve significant benefits through
buying long-lived, low obsolescence capital equipment both new and used and
then, in the case of leases, leasing the equipment and, in the case of
financing transactions, lending money to borrowers to finance their
acquisition of equipment. We also believe that such equipment types can be
supplemented, to a lesser degree, by higher obsolescence equipment in
situations where it can be acquired on attractive terms. The principal
investment for the Partnerships will be the outright purchase of equipment
which is already subject to lease. Each Partnership will purchase equipment
either in its own name or through a special purpose entity it owns. The
Partnerships may, in some case jointly purchase equipment with other programs
we manage or unaffiliated third parties. From this type of investment, the
Partnerships should generate cash flow from leasing the equipment and should
ultimately receive sales proceeds when they sell the equipment.
31
<PAGE>
Some of the Partnerships' investments may consist of buying an
option giving them the right to assume a lease or to purchase equipment in
the future, at prices that we consider favorable. When a Partnership later
exercises its option, it will directly or indirectly become the owner of the
equipment. There would not be cash flow to the Partnership until it exercised
its option, if at all. The Partnerships may also, on occasion, make other
commitments to lease, purchase or purchase options in equipment in the future
on conditions that we believe are in the Partnerships' best interest. A wide
range of investment structures exists and we believe we have experience to
tailor equipment investment structures to particular investment opportunities.
The Partnerships will primarily acquire equipment subject to an
existing lease with a lessee that is not affiliated with us. In most
instances we expect the Partnerships to purchase used equipment from the
current users or other leasing companies, or new equipment from
manufacturers, dealers or proposed lessees. When we buy equipment from
current users, we may enter sale-leaseback arrangements with them.
LEASES AND FINANCING TRANSACTIONS
LEASES IN GENERAL. In a typical lease, the Partnerships will
equipment and the lessee will make periodic payments to the Partnerships,
usually of a fixed dollar amount, payable for a fixed own the length of time.
The most important characteristic that distinguishes a lease from other
financing arrangements involving equipment is that when the lessee's right to
use the equipment ends upon the expiration of a lease, a significant part of
the equipment's economic life remains. The value remaining after the
expiration of the initial lease term is the residual value of the equipment.
In most cases, the profitability of a lease transaction for the Partnerships
will depend on their ability to realize the equipment's residual value. In
some of the Partnerships' lease transactions, all of the return on their
investments may come from the residual value of the leased equipment. These
transactions are referred to by us as leveraged leases.
LEVERAGED LEASES. We intend to have each Partnership borrow funds,
or "leverage," as a means of acquiring and building a pool of investments and
related receivables. When a Partnership enters into a leveraged lease, that
Partnership will borrow funds from a lender and assign to the lender some or
all of the cash rental payments (and perhaps a portion of the expected
residual value of the equipment). The total of the scheduled rental payments
and any portion of the residual value pledged to the lender are calculated to
fully repay the loan. We anticipate that the net effect of any leveraged
lease transaction will be that the Partnerships' cash payment to buy the
equipment will be lower than otherwise because the loan will defray a
significant portion of the equipment's purchase price. The debt will
primarily be non-recourse. That is, the lender will generally have no
recourse to the assets of a Partnership other than to foreclose on a
Partnership's interest in the lease securing the debt and dispose of the
related equipment. The Partnership will retain the tax benefits of owning the
equipment, as well as some or all of its residual value. See "FEDERAL INCOME
TAX CONSEQUENCES--Tax Treatment of Leases."
OPTIONS. The Partnerships may purchase options to acquire equipment,
usually for a fixed price, upon the expiration of an existing lease. A
Partnership will acquire options when we believe the rental value of the
equipment is significantly greater than the purchase price plus the option
price.
LEASE PROVISIONS. The terms and provisions of each lease will vary
depending upon a number of factors including the type and intended use of the
equipment, the business, operations and financial condition of the lessee,
any regulatory considerations and the tax consequences and accounting
treatment of the lease transaction.
We anticipate that each lease will hold the lessee responsible for:
(1) paying rent without deduction or offset of any kind;
(2) bearing the risk of equipment loss and maintaining both casualty
and liability insurance on the equipment;
(3) paying sales, use or similar taxes relating to the lease or other
use of the equipment;
(4) indemnifying the Partnership against any liability resulting from
any act or omission of the lessee or its agents;
32
<PAGE>
(5) maintaining the equipment in good working order and condition
during the term of the lease; and
(6) not permitting the assignment or sublease of the equipment without
our prior written consent.
The Partnerships' leases will usually have terms ranging from 2 to 7
years. We also anticipate that most leases will not be cancelable during
their initial terms. But, we may agree to allow cancellation of a lease if it
appears to be in a Partnership's best interest, provided a lessee pays enough
compensation to the Partnership so that the cancellation will not prevent the
Partnership from achieving its objectives. At the end of each lease term, the
lessee may have the option to buy the equipment or renew the lease, either at
set prices or at prices tied to current fair market value.
LEASES DENOMINATED IN FOREIGN CURRENCIES. The Partnerships may
acquire some leases where the rental payments are denominated in a currency
other than United States dollars. If a lease is denominated in a major
currency such as the pound sterling, deutsche mark or yen, which historically
have stable exchange relationships with the dollar, dollar hedging may be
unnecessary or not cost effective to protect the value of the rental
payments. We expect to hedge leases denominated in more volatile currencies
so as to reduce the risks associated with swings in exchange rates. To hedge
a lease, a Partnership would enter into a hedge contract. Under such a
contract the Partnership would receive a fixed number of United States
dollars with respect to the rent and any other fixed, periodic payments due
under a lease even if the exchange rate between the United States dollar and
the currency the lease is denominated in changes over the lease term. We
expect that the Partnerships would enter into hedge contracts only if two
additional requirements could be satisfied. First, the hedge transaction
expenses would have to be low enough so that the return on the lease in
question, even with these hedge transaction expenses taken into account,
meets the Partnerships' objectives. Second, the lessee whose lease
obligations are being hedged must be superior from a credit standpoint since
a Partnership would typically remain obligated under the hedge contract even
if the lessee in question defaulted on the lease obligations being hedged.
See "RISK FACTORS--Partnership Risks."
FINANCING TRANSACTIONS IN GENERAL. The Partnerships will also invest
in transactions that we will call financing transactions, which are loans or
full-payout leases. While these transactions are frequently legally
structured as leases, because the lessee has the right to use the equipment
for its entire useful life, the transactions are treated as secured loans for
most purposes. The nominal lessee, whom we will call the borrower, is treated
as the owner from the outset of the transaction. The Partnership, the nominal
lessor, is treated as a lender whose loan is secured by the equipment. Since
the Partnership would not receive most of the residual value in this type of
transaction, the profitability of the transaction would be primarily
determined by the periodic payments it receives from the borrower during the
term.
Financing transactions can be documented in two ways. First, a lease
could be utilized as described above. The lease would include a nominal or
bargain purchase option at the end of the lease term. The borrower would be
deemed the owner of the equipment from the inception of the transaction and
the Partnership would be deemed a lender with a security interest in the
equipment. Second, a written promissory note or other instrument indicating
that the user has an irrevocable obligation to repay the principal amount of
the note, together with interest, could be used. Payments by the user would
be sufficient to return the Partnerships' full cost associated with the
financing transaction, together with an appropriate yield. Furthermore, the
repayment obligation would be collateralized by a security interest in
tangible or intangible personal property belonging to the user (in addition
to the equipment) that our investment committee deems to be appropriate.
SECURITIZATIONS. The Partnerships' may also invest in
securitizations, often taking the form of an interest in a special purpose
entity. The special purpose entity is created to accumulate a portfolio
consisting primarily of middle market and small ticket leases or loans. When
a suitably large portfolio of such leases or loans has been accumulated, the
portfolio is rated by rating agencies such as Moody's Investors Services,
Inc. or Fitch IBCA, and debt and equity interests in the portfolio are then
sold to third party investors. The investors receive a return on their
investments from the rents received by the special purpose entity from the
leases and financing transactions owned by it. By combining a large number or
relatively small transactions into one large one, having senior and
subordinate investors and having the entity's obligations rated by rating
agencies, the cost of financing the pool of transactions is substantially
less than financing them individually. We anticipate that the Partnerships
may acquire subordinate interests in securitizations. Subordinate interest
holders usually hope to receive a significantly higher percentage return on
their investment than the senior lenders receive on theirs, in exchange for
the greater risks associated with their subordinate position. The actual loss
experience of the securitization lessees and borrowers determines whether a
higher percentage return is actually realized.
33
<PAGE>
TRANSACTION APPROVAL PROCEDURES
We have 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 is responsible for supervising and approving significant individual
transactions or portfolio purchases, as well as transactions that vary from
standard credit criteria and policies. The investment committee will consist
of at least two persons whom we designate. We expect that all four persons
will be our officers and employees of those of one of our affiliates. The
investment committee will make decisions by majority vote and will promptly
complete a written report of all actions taken. As of the date of this
prospectus, the members of the investment committee are Messrs. Clarke,
Martin and Weiss.
The investment committee will make investment decisions using the
investment policies described in this prospectus and the undertakings set
forth under "CONFLICTS OF INTEREST." All potential equipment acquisitions and
financing transactions shall be evaluated on the basis of:
- the extent to which the transaction appears to satisfy the
Partnerships' investment objectives;
- the creditworthiness of the prospective lessee or borrower and
the character of its business;
- the type of equipment to be purchased for lease or which will
secure the proposed financing transactions; and
- to the extent deemed prudent, the availability of additional
collateral and credit enhancements to secure the transaction
in the event the potential lessee or borrower defaults.
CREDIT REVIEW PROCEDURES
We maintain credit review procedures in reviewing potential lessees
and borrowers. The procedures generally require the following:
- an intensive and comprehensive analysis of a potential
lessee's or borrower's current and past years' financial
statements and, if appropriate, income tax returns and any and
all additional information on the lessee or borrower's
business which may help determine the ability of the lessee or
borrower to meet its obligations;
- for lessees and borrowers 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, and credit reports
from credit agencies such as Dun & Bradstreet, TRW, etc.; and
- verification and review of the underlying equipment or other
collateral.
EQUIPMENT
"USED" EQUIPMENT. We anticipate that the majority of the
Partnerships' investments will be in used equipment, that is, equipment
initially delivered to the current lessee more than two months prior to the
Partnerships' purchase of the equipment. Used equipment transactions can be
advantageous because we will have the opportunity to analyze payment
histories and compliance with other lease provisions, the condition of the
equipment, and how it is used and maintained by the lessee and or user, prior
to purchasing it. We will not make substantial equipment purchases without
obtaining information and reports, and making inspections and surveys to
determine the probably economic life, reliability and productivity of the
equipment, as well as the competitive position, suitability and desirability
of investing in the equipment compared with other investment opportunities.
EQUIPMENT REGISTRATION. The ownership of some types of assets, most
notably aircraft and marine vessels, over-the-road motor vehicles and rolling
stock, is recorded in central registries maintained by states or, in case of
rolling stock, aircraft and marine vessels, the federal government. Liens and
encumbrances of such equipment are also recorded in the registries. Many
foreign countries maintain similar registries for transportation assets as
well. The registries permit a
34
<PAGE>
purchaser to independently confirm that the seller they are dealing with is
the true owner of an asset and that the asset is free of liens. These
registries also increase the likelihood that a lender can secure his security
interest in an asset, thus reducing the cost of such loans.
TYPES OF EQUIPMENT. We expect the Partnerships to invest is the
following types of equipment:
- transportation equipment such as aircraft (including
airframes, engines, avionics, parts and ground handling
equipment), rail equipment (including boxcars, tank cars,
hopper cars, flatcars, locomotives and various other equipment
used by railroads in the maintenance of their railroad track),
tractors, trailers, heavy duty trucks and intermodal (rail,
over-the-road and marine) containers and chassis, and marine
vessels (including towboats and barges);
- machine tools and manufacturing equipment such as computer-
and mechanically-controlled lathes, drill presses, vertical
and horizontal milling machines, rotary and cylindrical
grinders, metal fabrication and slitting equipment, and other
metal forming equipment;
- materials handling equipment such as fork-lifts and more
specialized equipment for moving materials in warehouse or
shipping or areas;
- furniture and fixtures, store fixtures, display cases,
freezers, manufacturing equipment, electronic test equipment,
medical diagnostic and testing equipment (such as radiology
equipment, sonographic equipment, patient monitoring
equipment) and miscellaneous medical equipment (including lab
test equipment, blood-gas analyzers, treatment room
furniture);
- office and management information systems equipment such as
microcomputer management information systems, communication
and related peripheral equipment and photocopying equipment
and printing systems (such as electronic laser printers); and
- other equipment which we expect to have a value in the future
which would allow the Partnership to meet its objectives.
ECONOMIC USEFUL LIVES OF EQUIPMENT. We will generally seek to buy
equipment subject to leases having a remaining term greater than two years
and, where, on expiration of the lease, at least one-third of the economic
useful life of the equipment is likely to remain, based upon its age or
utilization history. To maximize remarketing options and returns, we will
seek to avoid investing in equipment that may become technologically obsolete
or is otherwise of limited utility, for reasons including excessive wear and
tear. However, we will make exceptions for equipment which we have reason to
believe will contribute to the Partnership's overall objectives.
PORTFOLIO REVIEW AND REMARKETING. We intend to evaluate the
Partnerships' investments at least annually, and more frequently if
circumstances require, to determine whether each item of equipment and
financing transaction should remain in the portfolios or should be sold. We
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 Partnerships and other factors that we
deem appropriate to the evaluation.
Following the expiration of any lease, the Partnerships will try to
remarket the equipment by either (i) extending or renewing the lease with the
existing lessee, (ii) leasing the equipment to a new lessee or (iii) selling
the equipment to the existing lessee or a third party.
PORTFOLIO ACQUISITIONS
Each Partnership may purchase portfolios of equipment subject to
leases and/or financing transactions. In evaluating a portfolio acquisition,
we expect to follow one or more of the following procedures:
- review for completeness and accuracy of documentation (a) the
largest of the leases or financing
35
<PAGE>
transactions in the portfolio, and/or (b) a substantial
random sampling of leases and financing transactions
(particularly in the event that there is not a concentration
of large transactions);
- review and verify lessee and user payment histories where
practicable;
- evaluate underlying equipment or other collateral and verify
their values;
- obtain Dun & Bradstreet and/or TRW credit reports for a
representative number of non-investment grade potential
lessees and users; and
- perform Uniform Commercial Code lien searches against selected
potential lessees and users, as well as against the current
holder of the Portfolio.
In connection with the acquisition of any portfolio, we may require
that such acquisition be full or partially recourse to the current holder of
the Portfolio in the event any underlying lessee or user defaults.
OTHER INVESTMENTS
Each Partnership may also, from time to time, invest in other types
of property, both real and personal, tangible and intangible, including
contract rights, lease rights, debt instruments and equity interests in
corporations, Partnerships, affiliated programs, joint ventures, other
entities. However, a Partnership may make such investments only in
furtherance of its investment objectives, in accordance with its investment
policies, and in relation to the acquisition of equipment or other
transactions as described in this section of this prospectus. Partnerships
may also repurchase their units if the repurchasing does not impair the
operations of the Partnerships' investment program.
INTERIM FINANCING
We or any of our affiliates (but not our prior programs) may acquire
equipment for a Partnership on an interim basis not to exceed six months, so
long as the acquisition is in the best interest of a Partnership and the
equipment is purchased by the Partnership for a price no greater than our
cost for the equipment. Neither we nor our affiliates may benefit from the
acquisition, except for allowable compensation to us as described in "OUR
COMPENSATION." When we or an affiliate purchases equipment on this type of
interim basis with our own funds in order to facilitate the ultimate purchase
by a Partnership, we or our affiliates, as the case may be, will be entitled
to receive interest on the funds expended on behalf of the Partnership at a
rate equal to that which would be charged by third-party financing
institutions on comparable loans for the same purpose in the same geographic
area. But, the Partnership will not pay a higher rate of interest than that
which we or our affiliate is paying if we or our affiliate either assumes an
existing loan or borrows money to loan to the Partnership. The Partnership
will pay interest on such funds or other loans until the Partnership buys the
equipment or repays the other loan. Interest on these loans will begin to
accrue on the date we or our affiliate buys the equipment. Any rental
payments received or accrued by us or our affiliate prior to the sale of the
equipment to the Partnership will either reduce the sales price of the
equipment to the Partnership or will be assigned to the Partnership upon its
purchase of the equipment. If a loan secured by equipment is assumed in
connection with such an acquisition, the loan must have the same interest
terms at the time the Partnership acquires the equipment as it had when we or
our affiliate first acquired the equipment.
36
<PAGE>
- ------------------------------------------------------------------------------
CASH DISTRIBUTIONS
- ------------------------------------------------------------------------------
WHILE IT IS THE PARTNERSHIPS' OBJECTIVE TO MAKE THE MONTHLY CASH
DISTRIBUTIONS TO THE PARTNERS AS DESCRIBED BELOW, WE CAN MAKE NO PREDICTION
AS TO WHAT LEVEL OF DISTRIBUTIONS OR RETURN ON INVESTMENT, IF ANY, WILL BE
ACHIEVED. NO SPECIFIC AMOUNT OF DISTRIBUTIONS IS GUARANTEED AND LIMITED
PARTNERS BEAR A SIGNIFICANT RISK OF LOSS ON THIS INVESTMENT.
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
described below. These distributions will be made for each period beginning
with the month after the limited partner's admission to a Partnership, and
ending with the expiration or termination of the reinvestment period, to the
extent that cash from operations and from sales are available for this
purpose. The reinvestment period is the Partnerships' period of active
investment and reinvestment, which ends 5 years after the Partnerships' final
closing date. The annual amount of these distributions will be computed by:
(1) multiplying 10.75% by a limited partner's original investment;
and then
(2) reducing that amount by any portion of the original investment
that has either been returned to the limited partner because
the Partnership did not invest all of the offering proceeds or
redeemed by the Partnership.
A ratable portion (i.e., one-twelfth) of the annual distribution
amount will be payable monthly.
Available cash to make such distributions will be reduced by the
following: (a) a Partnership's expenses, the timing and amounts of which are
expected to be largely non-discretionary; and (b) monies which we determine
in our discretion to set aside as reserves or reinvest in additional
investments. Thus, our decisions to establish additional reserves might
affect the ability of a Partnership to make monthly cash distributions.
Furthermore, a Partnership's ability to make cash distributions to the
limited partners may be subject to restrictions imposed upon a Partnership by
its banks or other lenders. See "--Reinvestment of Undistributed Cash in
Additional Equipment, Leases, and Financing Transactions."
If available cash is insufficient in any calendar month to pay the
full amount of the distributions described above, only the actual amount
available is required to be distributed. These cash distributions will be
noncumulative, meaning that if there is insufficient cash available to make
the full distribution in a given month, the shortfall will not be made up in
any subsequent monthly distribution. These cash distributions will also be
computed on a non-compounded basis. That is to say the principal amount upon
which the cash distributions is computed will not be increased as the result
of the inability of a Partnership to distribute any monthly portion of the
annual amount, or reduced by any distributions actually made in any prior
period. We expect that a substantial portion of all of these cash
distributions (e.g. the portion that exceeds taxable income for GAAP
purposes) will be treated as a return of the limited partners original
investment and that the balance of these distributions will be treated as a
return on the original investment.
The Partnership Agreement also provides that each limited partner is
entitled to receive monthly cash distributions, if the scheduled
distributions described above are inadequate, sufficient to permit the
limited partners to pay federal, state and local income taxes resulting from
a Partnership's operations. For this purpose, the Partnership Agreement
assumes that all limited partners are subject to income taxation at a 31%
cumulative tax rate on taxable distributions for GAAP purposes). These
distributions will be made to the extent that available cash on hand is
sufficient for that purpose.
We anticipate that the monthly cash distributions, provided funds
are available, will be made approximately 5 days after the end of each month,
commencing in the first full month following the initial closing date, which
is the date the minimum offering size is achieved. Since monthly cash
distributions are subject to the availability of funds, there can be no
assurance that any anticipated monthly distributions will be made.
37
<PAGE>
FIRST CASH DISTRIBUTIONS TO THE LIMITED PARTNERS
Our monthly management fees will be deferred until each limited
partner receives all of what are called "first cash distributions." First
cash distributions refer to all distributions limited partners receive on
their unreturned investment up to an 8% annual cumulative return. Until the
earlier of each limited partner receiving all accrued and unpaid first cash
distributions or the end of the reinvestment period, our monthly management
fees will be deferred, without interest. 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" above.
The ratio of cash distributions to limited partners and to us is
different before and after payout. See "OUR COMPENSATION - Operational
Stage." Payout is the time when cash distributions have been made in an
amount equal to the sum of the limited partners' investment in a Partnership
plus an 8% cumulative annual return on their investment, compounded daily.
Prior to payout, distributions will be made 99% to the limited partners and
1% to us. After payout, distributions will be tentatively targeted at 90% to
the limited partners and 10% to us, but if the limited partners as a group
have not received cash distributions equal to at least 150% of their
investment, we will continue to only receive 1% of cash distributions (and
accrue 9%) until the limited partners receive distributions equal to 150% of
their total investment.
REINVESTMENT OF UNDISTRIBUTED CASH IN ADDITIONAL EQUIPMENT, LEASES AND
FINANCING TRANSACTIONS
During the reinvestment period, each Partnership intends to reinvest
substantially all of its undistributed cash not held in reserve, as well as
proceeds of financing not needed to pay current obligations, in additional
equipment and financing transactions.
DISTRIBUTION OF CASH FROM SALES OF THE PARTNERSHIPS' INVESTMENTS
After the reinvestment period, each Partnership will dispose of its
equipment and liquidate all of its investments in financing transactions as
soon as we deem it prudent, which may or may not be before the expiration of
the remaining term of the related lease. Each Partnership will then
distribute to the partners substantially all the proceeds from those
dispositions together with reserves and cash not previously distributed, less
the estimated costs and expenses and projected disbursements and reserves
required for orderly termination of each Partnership and the payment of any
deferred management fees and subordinated remarketing fees, if any, which
have accrued but not been paid. Distributions made after the reinvestment
period will depend upon results of prior operations, the cash from sales of
each Partnership's investments, and the amount of cash flow, if any, that
each Partnership derives from the operation of its remaining investments
during this later period.
REINVESTMENT OF DISTRIBUTIONS
You may elect to have your distributions reinvested in additional
units during the offering period of a Partnership. We will invest
distributions not later than 30 days from the distribution date, to the
extent that units are available for purchase. Any distributions that you
choose to invest in units will be purchased at the public offering price.
Commissions equal to 8.0% of the units' purchase price will be paid to the
unaffiliated selling dealer responsible for your original purchase of units.
You may choose to reinvest your distributions at any time by completing the
authorization form that appears in Exhibit C, "Subscription Documents".
Reinvestment of distributions will commence with the next distribution
payable after the Partnership receives your authorization form or
subscription agreement. We reserve the right to prohibit qualified plan
investors from reinvesting their distributions if such participation would
cause the underlying assets of each Partnership to constitute "plan assets."
See "INVESTMENT BY QUALIFIED PLANS."
38
<PAGE>
- ------------------------------------------------------------------------------
FEDERAL INCOME TAX CONSEQUENCES
- ------------------------------------------------------------------------------
THIS SECTION DISCUSSES THE FEDERAL INCOME TAX CONSEQUENCES FOR AN
INDIVIDUAL INVESTOR WHO IS AN U.S. CITIZEN OR RESIDENT. THE TAX CONSEQUENCES
OF INVESTING IN THESE PARTNERSHIPS WILL NOT BE THE SAME FOR ALL INVESTORS. A
CAREFUL ANALYSIS OF YOUR PARTICULAR TAX SITUATION IS REQUIRED TO EVALUATE
THIS INVESTMENT PROPERLY. THEREFORE, WE URGE YOU TO CONSULT YOUR OWN TAX
ADVISOR.
TAX TREATMENT FOR OTHER INVESTORS -- SUCH AS TRUSTS, CORPORATIONS,
TAX-EXEMPT ORGANIZATIONS ANd EMPLOYEE BENEFIT PLANS, AND FOREIGN INVESTORS
- --ARE LIKELY TO SIGNIFICANTLY DIFFER 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 DIFFER FROM THE FEDERAL INCOME TAX CONSEQUENCES DESCRIBED
BELOW. SEE "--STATE AND LOCAL TAXATION."
OPINION OF TAX COUNSEL
We have obtained a legal opinion from Greene Radovsky Maloney &
Share LLP, our tax counsel, concerning the Partnerships' classification as
partnerships for federal tax purposes. The opinion of tax counsel on a number
of tax issues is discussed in this prospectus. Tax counsel reviewed the
summaries of federal tax consequences to individual investors of an
investment in units and the federal tax consequences to some tax-exempt
entities, including qualified plans, that are set forth in this Prospectus
under the headings "RISK FACTORS--Federal Income Tax Risks and ERISA Risks"
and "FEDERAL INCOME TAX CONSEQUENCES" and "INVESTMENT BY QUALIFIED PLANS." To
the extent those summaries contain statements or conclusions of law, tax
counsel is of the opinion that these statements or conclusions are correct
under the present Internal Revenue Code, applicable current and proposed IRS
regulations, current published administrative positions of the IRS, and
judicial decisions.
The opinion is based on the facts described in this prospectus and
on additional facts that we provided to tax counsel about how we plan to
operate the Partnerships. Any alteration of Partnership activities from the
description we gave to tax counsel may render the opinion unreliable.
Furthermore, the opinion of tax counsel is based upon existing law, which is
subject to change either prospectively or retroactively.
You 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. We cannot guarantee that the IRS will accept the conclusions set forth
in tax counsel's opinion.
CLASSIFICATION AS A PARTNERSHIP
Tax counsel have given us their opinion that, under current tax laws
and regulations, each Partnership will be classified for tax purposes as a
partnership and not as a corporation. We will not request a ruling from the
IRS on this matter. Tax Counsel's opinion on this issue is based partially on
our representations that: (1) the business of each Partnership will be
conducted as described in this prospectus; and (2) neither Partnership will
elect to be classified as an association taxable as a corporation.
TAXATION OF PARTNERSHIPS IN GENERAL
For income tax purposes, a partnership is treated as a pass through
entity. This means that the individual partners, and not the partnership, pay
tax on partnership income and deduct the partnership's losses. As a limited
partner, you will report your share of each Partnership's income, deductions,
capital gains and losses on your federal tax return. You will also pay the
taxes on your share of any taxable income earned by each Partnership.
One tax advantage of a partnership is that its earnings are only
taxed once by the federal government. The partnership files an informational
return with the IRS, but has no tax liability. Because it pays no income
taxes, the partnership has more income to distribute to its investors. By
contrast, a corporation's earnings are effectively taxed twice. The
corporation itself must pay corporate income taxes, reducing the amount
available to distribute in dividends to its shareholders; the shareholders
are then required to pay personal income taxes on the dividends they receive.
Another tax advantage of partnerships is that
39
<PAGE>
investors often can deduct their share of any losses the partnership incurs;
a corporation does not pass through deductible losses to investors.
We believe that your most substantial tax risk from this investment
would be for the IRS to treat the Partnerships like corporations for tax
purposes, by classifying them as "publicly traded partnerships." Were that to
happen, each Partnership would have to pay tax on its income, reducing the
amount of income available it could distribute to you, and you would not be
able to deduct your share of any losses. Such a classification could
adversely affect your after-tax return, especially if the classification were
to occur retroactively. Furthermore, a change in a Partnership's tax status
would be treated as an exchange by the IRS, which could give rise to
additional tax liabilities. See "--Publicly Traded Partnerships."
Your ability to deduct losses generated by the Partnerships is
limited to the amounts that you have at risk in this investment. This is
generally the amount of your investment, plus any profit allocations and
minus any loss allocations and distributions. Additionally, your ability to
deduct losses attributable to passive activities is restricted. Because the
Partnerships' operations will constitute passive activities, you can only use
losses from the Partnerships to offset passive income in calculating tax
liability. Furthermore, passive losses may not be used to offset portfolio
income.
Leasing activities will generate the overwhelming majority of each
Partnership's income. We expect that, for federal income tax purposes, the
Partnerships' equipment leases will be treated as true leases and the
Partnerships will be considered the owners and lessors of the equipment. The
IRS may challenge the leases, however, and instead assert that they are sales
or financings. This would result in the loss of cost recovery or depreciation
deductions by the Partnerships. See "--Tax Treatment of Leases."
PUBLICLY TRADED PARTNERSHIPS
Some limited partnerships are classified for tax purposes as
publicly traded partnerships, referred to as "PTPs." PTPs may be taxed as
corporations. A PTP is a partnership in which interests are traded on an
established securities market or are readily tradable on either a secondary
market or the substantial equivalent of a secondary market. If the PTP
derives less than 90% of its gross income from sources such as interest and
dividends, rents from real property, and gains from the sale of real
property, the PTP is taxed as a corporation.
Units in Fund Eight A are not traded on an established securities
market and we do not intend to list the units in either Partnership on any
market. Units are also not readily tradable on a secondary market, nor do we
expect them to be in the future. Therefore, each Partnership will be a PTP
only if the units become readily tradable on the substantial equivalent of a
secondary market. Limited partnership interests do not become readily
tradable merely because we provide information to limited partners regarding
other partners' desires to buy or sell units to each other or occasionally
arrange transfers between limited partners.
Transfers made through a qualified matching service are also not
counted. A matching service qualifies for this exclusion if it satisfies all
seven of the following:
(1) it consists of a system that lists customers' bid and ask
quotes in order to match sellers and buyers;
(2) deals occur either by matching the list of interested buyers
to interested sellers or by bidding on listed interests;
(3) sellers cannot enter into a binding agreement to sell their
interest until at least 15 days after information regarding
their offering is made available to potential buyers;
(4) the closing of the sale does not occur until at least 45 days
after information about the offering is made available;
(5) the matching service only displays quotes that express
interest in trading but do not represent firm commitments to
buy or sell at the quoted price;
(6) the seller's information is removed from the matching service
within 120 days after the posting and, if
40
<PAGE>
removed for any reason other than a sale, no offer to sell
from that seller is entered into the matching service for at
least 60 days; and
(7) the percentage of interests in the partnership capital or
profits transferred during the tax year (other than through
private transfers) does not exceed 10% of the total interests
in partnership capital or profits.
In the opinion of tax counsel, the IRS will not treat the
Partnerships as PTPs. This opinion is based in part on our representation to
tax counsel that the units will not be listed on a securities exchange or
NASDAQ and that, in accordance with Section 10.2(c) of the Partnership
Agreement, we will refuse to permit any assignment of units which violates
the "safe harbor" test 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 a corporation unless 90% or more of its
income were to come from certain "qualified sources." The Partnerships'
business will be the leasing and financing of personal (but not real)
property, and income from this source is not "qualified." Thus, if the
Partnerships were PTPs, they would be taxed as corporations. The major
consequences of corporate tax treatment would be that the Partnerships'
losses would not be passed through to the partners, and their income could be
subject to corporate income tax. If the Partnerships were taxed as
corporations, and particularly if the PTP classification were made
retroactively, corporate taxation could have a substantial adverse effect on
your after-tax return. Furthermore, the IRS would treat a change in tax
status from a partnership to a PTP taxable as a corporation as an exchange
that would give rise to tax liabilities for the limited partners if the
Partnership's debt exceeded the tax basis of the Partnership's assets at the
time of the change in tax status--even though limited partners likely would
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."
TAXATION OF DISTRIBUTIONS
As long as both Partnerships are classified as partnerships under
federal tax law, they will not be subject to federal income tax. Rather, you
will be required to report your share of the Partnership's annual income,
gains, losses, deductions, and credits on you federal income tax return, and
to pay your share of any tax liabilities.
You will be furnished with all information about the Partnerships
necessary to prepare your federal income tax return not later than 75 days
after the end of each fiscal year. Each Partnership will also file an annual
partnership information return with the IRS. We will report our finances on
an accrual basis and use a December 31 fiscal year. Each Partnership's income
and loss for the year will be allocated among the limited partners based on
the number of units held by each limited partner during the year. If any
partners hold their units for less than the entire year, they will be
allocated a share proportional to the part of the year during which they held
their units. For purposes of allocating income or loss among the partners,
each Partnership will treat its operations as occurring ratably over each
fiscal year -- in other words, we will assume that income and loss are spread
evenly over the fiscal year. Depreciation or other cost recovery with respect
to equipment may create a deferral of tax liability. Larger cost recovery
deductions in the early years may reduce or eliminate the Partnerships'
taxable income in the initial years of the Partnerships' operations. This
deferral, however, will be offset in later years, when smaller depreciation
and cost recovery deductions will offset less Partnership income, while an
increasing portion of the Partnerships' revenue must be applied to reduce
debt principal. In later years, it is possible that taxable income will
exceed cash distributions.
You do not have to pay income tax on cash distributions that exceed
your share of the Partnership's taxable income. The excess will reduce your
tax basis for your units, however. Your tax basis will also increase or
decrease annually based on your allocable share of the Partnership's income
or loss for the year. Any cash distributions you receive that exceed both
your share of the Partnership's taxable income and your tax basis will be
taxable to you, generally as capital gains, provided the units are capital
assets in your hands.
Each Partnership intends to make sufficient cash distributions to
enable you to pay your federal income taxes on your share of taxable income.
To determine how much cash will be necessary to cover your tax liability, we
will assume that all limited partners are in the highest marginal federal
income tax bracket, and we will determine the amount without regard to any
surtaxes.
41
<PAGE>
PARTNERSHIP INCOME VERSUS PARTNERSHIP DISTRIBUTIONS
The taxable income reported to you each year by the Partnership will
not equal the cash distributions that you receive. The difference between
reported income and cash distributions arises primarily from two facts:
first, depreciation and other cost recovery deductions reduce the
Partnerships' taxable income but not its cash available for distribution.
Conversely, the Partnership revenues that we reinvest or use to repay debt
principal will generally constitute income even though using revenues for
those purposes reduces the cash distributed to you. See "--Cost Recovery."
Therefore, the cash distributions that we make to you may be greater or less
than your share of the Partnership's taxable income in any given year.
ALLOCATIONS OF PROFITS AND LOSSES
Your share of any item of income, gain, loss, deductions, or credits
is determined by the Partnership Agreement. As a general rule, when we are
reinvesting proceeds in equipment (the first five to eight years after each
Partnership is closed to new investors), 99% of each Partnership's profits
will be allocated among its limited partners in proportion to their units,
and we will be allocated 1%. This allocation will continue until the later
of: (1) each limited partner's capital contribution, reduced by distributions
from the Partnership that are in excess of his or her 8% cumulative return,
is reduced to zero; or (2) each limited partner has been allocated profits
equal to the sum of his or her aggregate 8% cumulative return plus any
Partnership losses previously allocated to the partner. Thereafter during the
reinvestment period, Partnerships' profits will be allocated 90% among the
limited partners in proportion to their units and 10% to us. Then, while we
liquidate the equipment of the Partnerships, which we refer to as the
disposition period and which we expect to last one to three years, profits
first will be allocated to all partners in the amount necessary to eliminate
any deficits in their capital accounts. Profits will then be allocated as
described immediately above.
As a general rule, for the duration of each Partnership, 99% of its
losses will be allocated among the limited partners in proportion to their
units, and 1% will be allocated to us.
The IRS respects a Partnerships' allocation of income, gain, loss,
deductions, or credits if:
- the allocation has substantial economic effect, or
- the partners can show that the allocation accords the
partner's interest in the partnership, or
- the allocation accords with the partner's interest in the
partnership under special rules requiring that partners
receiving allocations of losses and deductions generated by
purchasing assets with borrowed money be charged back income
and gain to the extent the income and gain is generated by the
assets that previously generated the losses and deductions.
The determination of substantial economic effect is made at the end
of a partnership's taxable year. IRS regulations generally provide that, for
an allocation to have economic effect, the following conditions must be true:
- the allocation must be reflected by an increase or decrease in
the relevant partner's capital account;
- liquidation proceeds must be distributed in accordance with
the partners' capital account balances;
- the partnership agreement must provide for the possibility
that a partner will have a deficit balance in his capital
account upon liquidation of the partnership and either the
partner must be required to restore the deficit amount to the
partnership, so that amount may be used to pay creditors or to
distribute to other partners with positive capital account
balances, or, in the absence of an obligation to restore the
deficit, the partnership agreement must contain a qualified
income offset provision. A qualified income offset provision
mandates that when a partner is allocated losses and
deductions by the partnership which cause a deficit in the
partner's capital account or increase a preexisting deficit,
that partner must be allocated income and gains as quickly as
possible to eliminate any deficit balance in his or her
capital account that is greater than any amount that he or she
is obligated to restore.
The economic effect of an allocation is substantial if there is a reasonable
possibility that it will substantially affect the amount
42
<PAGE>
to be received by the partners from the partnership, independent of tax
consequences. An economic effect is not substantial if, at the time the
allocation becomes part of the partnership agreement: (1) at least one
partner's after-tax return may, in present value terms, be enhanced compared
to his or her return if the allocation were not contained in the partnership
agreement; and (2) there is a strong likelihood that no partner's after-tax
return will, in present value terms, be substantially diminished compared to
his or her return if the allocation were not contained in the partnership
agreement. The IRS regulations on this issue state that, in determining
after-tax return, a partner's entire tax situation, including aspects
unrelated to the partnership, will be taken into account.
The Partnership Agreement contains several provisions designed to
ensure that allocations have a substantial economic effect.
(1) It requires that all allocations of revenue, income, gains,
costs, expenses, losses, deductions and distributions are
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 will be charged back income
and gains generated by those assets.
(3) Although no limited partner having a deficit balance in his or
her capital account after the final liquidating distribution will
be required to make a cash contribution to the Partnership to
eliminate the deficit, the Partnership Agreement does contain a
provision for a qualified income offset.
Based on the foregoing, the allocations provided in the Partnership
Agreement should be respected for tax purposes. If upon audit however, the
IRS takes the position that any of those allocations should not be
recognized, and if the IRS position were sustained by the courts, you could
be taxed upon a portion of the income allocated to us, and part of the
deductions allocated to you could be disallowed.
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 like interest,
dividends and royalties, or ordinary income from salary and other types of
compensation for personal services. Therefore, taxpayers will generally be
required to segregate income and loss into three categories: active trade or
business income or loss; passive activity income or loss; and portfolio
income or loss. The passive activity rules apply to individuals, estates,
trusts, personal service corporations and some closely-held corporations
(including S corporations).
A passive activity is one that involves the conduct of a trade or
business in which the taxpayer does not materially participate. The IRS
generally considers rental activities passive, whether or not a taxpayer
materially participates; furthermore, the IRS generally considers the status
of limited partners to be passive with respect to a partnership's activities.
Accordingly, we expect that you must treat your share of the Partnership's
income or losses as passive income or loss. You may have some portfolio
income or loss; for example, interest earned on a Partnership's funds pending
their investment in equipment would be portfolio income.
You can deduct passive losses against passive income to reduce your
overall income tax liability; but you cannot offset ordinary or portfolio
income with passive losses. Your tax deduction for passive losses will be
limited by the amount of your passive income in any given tax year. If your
share of the Partnership's passive losses is greater than your passive
income, you will have a suspended loss, meaning that you cannot deduct the
loss in the year you incurred it. You can, however, carry the suspended loss
forward indefinitely to offset any passive activity income you derive in
future years, whether from the Partnership or another passive activity.
Additionally, any suspended losses generally may be deducted against
non-passive income when you recognize a capital gain or loss from the sale of
your entire interest in the Partnership. Finally, passive income from a
Partnership can be used to absorb losses from other passive activities,
subject to the rules regarding PTPs.
Losses from a PTP are treated as passive activity losses that may
only be used to offset income subsequently generated by the same PTP that is
taxed as a partnership. The IRS generally treats income from a PTP as
portfolio income, unless it is used to offset previous losses from the same
PTP. Each Partnership has been structured to avoid being classified as a PTP;
however, these rules mean that income or losses from each Partnership may not
be used to offset any losses or income you may
43
<PAGE>
derive from another partnership which is classified as PTP.
TAX BASIS. Your initial tax basis in your Partnership interest will
be the price you paid for your units. Your tax basis will then be adjusted by
your share of Partnership income or loss, and by your share of any adjustment
of the Partnership's nonrecourse debt (i.e., debt for which you are not
personally liable). Your basis will be reduced by the amount of any cash
distributions you receive and any reductions in your share of the
Partnership's nonrecourse debt; you may only deduct your share of the
Partnership's losses, if any, to the extent of the basis in your units.
AT RISK LIMITATION. Generally, taxpayers may not deduct partnership
losses they incur that exceed the total amount the taxpayer has at risk in
the partnership at the end of a partnership's tax year. For the most part,
the amount a taxpayer has at risk equals the money and the adjusted basis of
other property contributed to the partnership.
You will not be at risk, and will not be entitled to increase the
basis of your units, with respect to a Partnership's recourse liabilities,
like trade payables. Nor will you be at risk with respect to nonrecourse
liabilities incurred by a Partnership, like amounts borrowed to finance
equipment purchases, even though nonrecourse liabilities may increase the tax
basis of the units. Thus your initial amount at risk will be the amount of
your investment. This at risk amount will be reduced by your cash
distributions and loss allocations, and increased by income allocations.
The at risk rules limit your ability to use Partnership losses to
offset your income from other sources. Losses from the Partnership may only
be taken up to the amount that you have at risk in this investment. Although
a Partnership may generate tax losses for a taxable year, you will be unable
to use such losses should they exceed your at risk amount. Any unused losses
may be carried forward indefinitely until you 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 each Partnership and selling its units, as
well as other start-up costs, may not be deducted in the year they are
incurred; rather, they must be capitalized. Organizational expenses and
startup costs may be written off by the Partnership over a 60-month period.
Syndication expenses, which are the costs incurred to promote or
effect the sale of units, 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 provided for in the Partnership agreement); registration and
filing fees with the SEC and each state in which units are sold; legal fees
of underwriters, 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.
We will endeavor to treat the organizational, start-up, and
syndication costs of each Partnership in accordance with the foregoing rules.
There is uncertainty, however, about the distinction between trade or
business expenses that may be currently deducted, and organizational,
start-up, and syndication costs that must be capitalized or deferred. Because
of this uncertainty, the IRS could challenge the current deduction of some
Partnership expenses on the grounds that the expenses are not deductible in
the year incurred.
TAX TREATMENT OF LEASES
Your depreciation and cost recovery deductions with respect to any
item of Partnership equipment depends, in part, on the tax classification of
the rental agreement under which it is leased. These deductions are only
available if the rental agreement is a true lease of equipment, meaning the
Partnership retains ownership of it. Depreciation and cost recovery
deductions are not available if the transaction is classified as a sale,
financing or refinancing arrangement where ownership shifts to a purchaser,
the nominal lessee.
Whether a Partnership is the owner of any particular item of
equipment, and whether a lease is a true lease for federal income tax
purposes, depends upon both factual and legal considerations. The IRS has
published guidelines 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
44
<PAGE>
in audit contexts, although they have been in a number of instances.
Whether any lease will meet the relevant requirements to be
characterized as a true lease, and whether the Partnership will be treated
for tax purposes as the owner of each item of equipment acquired by that
Partnership, would depend on the specific facts in each case. Since these
facts cannot now be determined with regard to leases that will be entered
into in the future, tax counsel can render no opinion on this issue.
COST RECOVERY
The equipment we plan to acquire and lease for the Partnerships
generally is classified as 3-year, 5-year 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. The amount
deductible in each year may be calculated using the 200 percent
declining-balance depreciation method, switching to the straight-line method
at a time that maximizes the deduction. A taxpayer may, however, choose to
use a straight-line method of depreciation for the entire recovery period.
Each Partnership will allocate all or part of the acquisition fees,
which are fees paid to us in connection with the selection and purchase of
equipment, to the cost basis of equipment. We cannot assure you that the IRS
will agree that cost recovery deductions calculated on a cost basis that
includes acquisition fees are properly allowable. The IRS 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 IRS were successful in making
that claim, the cost recovery deductions available to each Partnership would
be reduced accordingly. Because the determination of this issue depends on
the magnitude and type of services performed for the acquisition fees, which
is presently undeterminable and may vary in for each piece of equipment
acquired by each Partnership, tax counsel is unable to render an opinion
about whether our cost recovery deductions would be upheld if challenged by
the IRS.
In some circumstances, a taxpayer will be required to recover the
cost of an asset over longer period of time than described above. These
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. The
Partnerships may own and lease equipment that is used predominantly outside
the United States. The cost of this 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. If the Equipment does not have an ADR Class Life, a 12-year period
must be used. Certain types of property used predominantly outside the United
States nevertheless qualify for the normal rules discussed above, that is, a
shorter depreciable life should be allowable. The exceptions include the
following:
(1) aircraft registered in the United States that are operated to
and from the United States;
(2) some railroad rolling stock 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 owned by a United States taxpayer which are used in
the transportation of property to and from the United States.
TAX-EXEMPT LEASING. The Partnership may lease equipment to
tax-exempt entities. Property leased to tax-exempt entities, called
tax-exempt use property, must be written off for federal income tax purposes
using the straight-line method of depreciation. The depreciation period is
the longer of
- the equipment's ADR Class Life, which generally is longer than
the 3-year, 5-year or 7-year periods permitted for property
not leased to tax-exempt entities; or
45
<PAGE>
- 125% of the term of the lease, including all options to renew
as well as some successor leases for the equipment.
The definition of a tax-exempt entity includes governmental bodies
and tax-exempt governmental instrumentalities, tax-exempt organizations, some
foreign persons and entities, and some international organizations. The term
also generally includes organizations that were tax-exempt at any time during
the five-year period before the organization first uses the property
involved. Foreign persons or entities are treated as tax-exempt entities with
respect to property if less than 50% 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) property which is used predominantly by a tax-exempt entity in
an unrelated trade or business, if the entity pays unrelated
business income tax on the income from the trade or business;
(2) property leased to a tax-exempt entity under a short-term
lease, meaning a lease which has a term of either less than
one year, or less than 30% of the property's ADR Class Life as
long as that is less than three years; and
(3) certain high-technology equipment.
If any property is owned by a partnership which has both a
tax-exempt entity and a non-exempt person or entity as partners, the
tax-exempt entity's proportionate share of the property is treated as
tax-exempt use property, unless specific requirements relating to the
allocation of profits and losses among the partners are met. These
requirements will not be met by the Partnerships. Taxable income from the
Partnerships, however, will probably be treated as unrelated business taxable
income in the hands of employee benefit plans and other tax-exempt investors.
See "--Taxation of Employee Benefit Plans and Other Tax-exempt
Organizations." Additionally, a substantial portion of the Partnerships'
taxable income will be treated as United States source business income in the
hands of foreign limited partners for which no exemption is available. See
"--Foreign Investors." Therefore, we do not anticipate 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
Section 467 of the Internal Revenue Code requires both the lessor
and lessee in some rental agreements to annually accrue the rent and interest
on any rental payments which will be paid in the future. A Section 467 rental
agreement is any rental agreement for the use of tangible property which
involves total payments in excess of $250,000 and either provides for
increasing rental payments, or provides that some rent for the use of
property in a calendar year is payable after the close of the following
calendar year. In general, the amount of rent that must be allocated to a tax
year will be determined by the terms of the lease. In some circumstances,
however, rents will be required to be allocated to a year prior to the year
in which it will be paid, with the exact amount determined based upon present
value principals; the excess of the present value amount would accrue as
interest. Each Partnership may enter into transactions that meet the
definition of a Section 467 rental agreement, which could result in the
acceleration of income recognition by the Partnerships prior to receipt of
the corresponding cash flow.
SALE OR OTHER DISPOSITION OF PARTNERSHIP PROPERTY
Because of the different individual tax rates for capital gains and
ordinary income, the tax code provides various rules classifying income as
ordinary income or capital gains, and for distinguishing between long-term
and short-term gains and losses. The distinction between ordinary income and
capital gains is relevant for other purposes as well. For example, there are
limits on the amount of capital losses that an individual may offset against
ordinary income.
Upon a sale or other disposition of equipment, the Partnership will
realize capital gain or loss equal to the difference between the basis of the
equipment at the time of disposition and the price received for it upon
disposition. Any foreclosure of a security interest in equipment would be
considered a taxable disposition and the Partnership would realize capital
gain if the face amount of the debt being discharged were greater than the
tax basis of the equipment, even though the Partnership would receive no cash.
46
<PAGE>
Because the equipment is tangible personal property, upon its
disposition, all of the depreciation and cost recovery deductions taken by
the Partnership will be subject to recapture to the extent of any realized
gain. Recapture means that the depreciation previously deducted is reversed
by recognizing the depreciated amounts as ordinary income in the year of the
sale. 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.
Certain gains and losses are grouped together to determine their tax
treatment. The gains on the sale or exchange of some assets including
equipment used in a trade or business and held for more than one year are
added to the gains from some compulsory or involuntary conversions; if these
gains exceed the losses from such sales, exchanges, and conversions, the
excess gains will be taxed as capital gains (subject to a special recapture
rule described below). If the losses exceed the gains, however, the excess
losses will be treated as ordinary losses. Under a special recapture
provision, any net gain under this aggregation rule will be treated as
ordinary income rather than capital gains if the taxpayer has non-recaptured
net losses, which are net losses under this aggregation rule from the five
preceding taxable years which have not yet been offset against net gains in
those years.
SALE OR OTHER DISPOSITION OF PARTNERSHIP INTEREST
The gain or loss you realize on the sale of units includes the cash
or other consideration you receive from the purchaser, as well as your share
of a Partnership's nonrecourse indebtedness. This gain or loss will, except
as noted below, be taxed as long-term or short-term capital gain or loss,
depending on how long you hold your units, assuming that your units qualify
as capital assets in your hands.
The portion of your gain attributable to ordinary income assets,
which includes inventory and unrealized receivables, would be treated as
ordinary income. Ordinary income assets include assets that are subject to
recapture of recovery or depreciation deductions, determined as if your
proportionate share of a Partnership's properties are sold at the time you
sell your units. Thus, a substantial portion of any gain upon the sale of
your units may be treated as ordinary income.
You must promptly notify us of any sale or exchange of your units.
Once we are notified, we are required to inform the IRS, the buyer, and you
of the fair market value of the allocable share of unrealized receivables and
appreciated inventory attributable to the units you sold or exchanged. This
report must be made on or before January 31 following the calendar year of
sale. The penalty for failure to inform the IRS is $50 for each failure, with
a limit of $100,000. If you fail to notify us of the transfer of your units,
you will be penalized $50 per failure.
TREATMENT OF CASH DISTRIBUTIONS UPON REDEMPTION
The redemption by a Partnership of all or a portion of your units
will be treated as a sale or exchange of the units for tax purposes, and may
generate taxable income to you. The amount you realize in such redemption
will equal the sum of the cash you receive, plus your share of the
Partnership's non-recourse liabilities.
Simultaneously with your receipt of a cash distribution from the
Partnership, your share of the Partnership's ordinary income assets will be
reduced. You will be deemed to have received the cash, or a portion of the
cash, in exchange for your share of ordinary income assets. If the
distribution that is deemed a payment for the ordinary income assets exceeds
your share of the adjusted basis of the ordinary income assets, you must
recognize the excess as ordinary income. The remainder of the distribution,
if any, will be treated in the same manner as a partnership distribution
(i.e., you will recognize income only to the extent that cash distributions
exceed your adjusted basis in your units). See "--Taxation of Distributions."
We anticipate that funds used to redeem 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 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, it may also reduce the total amount of
cash which is available for investment or reinvestment.
47
<PAGE>
GIFTS OF UNITS
Generally, no gain or loss is recognized upon the gift of property.
A gift of units, however, including a charitable contribution, may be treated
partially as a sale, to the extent of your share of a Partnership's
nonrecourse liabilities. You may be required to recognize gain in an amount
equal to the difference between your share of nonrecourse debt and, in the
case of a charitable contribution, the portion of the basis in the units
allocable to that deemed sale transaction. In the event of a non-charitable
gift, the amount of your share of the nonrecourse debt is offset by your
entire basis in the units. Charitable contribution deductions for the fair
market value of the units will be reduced by the amounts involved in such a
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 on a sale of
your 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 tax code to adjust the basis of property in the case of transfers of
units. As a consequence, a person who obtains units may be subject to tax
upon the portion of the proceeds of sales of a Partnership's property that
represents a return of capital to that person. 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 a Partnership terminates pursuant to the Partnership
Agreement, we are required to dispose of the Partnership assets, apply the
proceeds and other Partnership funds to repayment of Partnership liabilities,
and distribute any remaining funds to the partners in accordance with their
positive capital accounts balances. Sales and other dispositions of the
Partnership's assets would have the tax consequences described in "--Sale or
Other Disposition of Partnership Property". Cash distributions made at
liquidation that exceed the tax basis of your Partnership interest generally
would be taxable as capital gain, provided your units constitute capital
assets in your hands. Cash distributions in amounts less than your basis may
result in a loss, generally a capital loss which would be subject to the
general limitations on deductibility of losses.
AUDIT BY THE IRS
No tax rulings have been sought by either Partnership from the IRS.
While the Partnerships (and any joint ventures in which the Partnerships
participate) intend to claim only those deductions and assert only those tax
positions for which there is a substantial basis, the IRS may audit the
returns of the Partnerships or any joint venture involving the Partnerships,
and it may not agree with some or all of the tax positions we take.
An audit of a Partnership's information return may result in an
increase in its 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 your personal income
tax return, which could lead to adjustments of items unrelated to this
investment.
You must report your share of a Partnership's income, losses, gains,
deductions, and credits on your individual return in a manner consistent with
the Partnership's return unless you file a statement with the IRS identifying
the inconsistency, or unless you can prove your return is in accordance with
information provided by the Partnership. Failure to comply with this
requirement will subject you to penalties and may result in an extended time
period for the IRS to challenge your return.
In most circumstances, the federal tax treatment of a Partnership's
income, gains, losses, deductions and credits will be determined at the
partnership level in a unified partnership proceeding, rather than in
separate proceedings with its partners. In any audit of a partnership, the
IRS will deal with the partnership's "tax matters partner." We, as general
partner, will be designated as each Partnership's tax matters partner in the
Partnership Agreement. Only limited partners having at least a 1% interest in
a Partnership will be entitled to receive a separate notice from the IRS of
any audit of a Partnership's return and of the results of the audit. Limited
partners who have an interest of less than 1% will not be entitled to notice
from the IRS; however, groups of partners who together own a 5% or greater
interest in a Partnership may, by notification to the IRS, become a notice
group" and designate a member of their group to receive IRS notices. All
limited partners have the right to participate in any audit of a Partnership.
We are required to keep you informed of any administrative and judicial
proceedings involving the tax matters of a Partnership. Also, we will keep
you advised of any significant audit activities with respect to a
48
<PAGE>
Partnership.
As the tax matters partner, we are authorized to enter into
settlement agreements with the IRS that are binding upon partners with less
than a 1% interest, except for partners who are members of a notice group or
who have filed a statement with the IRS that we do not have authority to
enter into settlement agreements that are binding upon them. You are entitled
to have any favorable settlement agreement reached between the IRS and
another partner with respect to a Partnership item applied to you.
We are empowered by the Partnership Agreement to conduct, on behalf
of each Partnership and its 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 expenses being charged to a Partnership,
even if the outcome is favorable.
ALTERNATIVE MINIMUM TAX
Some taxpayers must pay an alternative minimum tax (AMT) if the AMT
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) that is above an exemption amount. The AMTI is based on a
recomputation of taxable income, which is increased by tax preference items,
and other adjustments to taxable income are made. The AMT tax rate for
noncorporate taxpayers is 26% for the first $175,000 ($87,500 for married
individuals filing separately) of a taxpayer's AMTI in excess of the
exemption amount; additional AMTI is taxed at 28%. 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:
(1) depreciation deductions are limited to those that do not
exceed those computed using 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 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 restricted;
(9) the standard deduction and personal exemptions are not
allowed;
(10) only some types of operating losses are deductible; and
(11) the amount by which the fair market value of stock received
from exercising an incentive stock option exceeds the exercise
price must be included as income.
The principal tax preference items that must be added to taxable
income for AMT purposes include:
(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
49
<PAGE>
(3) private activity bond interest.
We do not anticipate that any significant tax preference items will
be generated by either Partnership. The principal Partnership items that may
have an impact on your AMTI are interest expense allocable to cash reserves
maintained by the Partnership and depreciation on equipment purchased before
January 1, 1999. We expect that each Partnership will 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 your AMTI. You should be aware, however, that for
purposes of computing AMTI, interest you pay to acquire or maintain an
ownership interest in a passive activity (such as units in a Partnership) is
deductible only to the extent that the interest payments, when added to your
passive activity income or loss and computed with the appropriate alternative
minimum tax adjustments and tax preferences, does not result in a passive
activity loss. Accordingly, if you borrow money and incur interest expense in
connection with your purchase of units, you may only be allowed a limited
deduction for that interest in computing 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 investing in units.
INTEREST EXPENSE
In general, interest paid in connection with investment activities
is deductible only against investment income. Interest paid in connection
with investments in passive activities, like the Partnerships, may only be
deducted in accordance with the rules for losses derived from passive
activities. See "--Deductibility of Losses: Passive Losses, Tax Basis and "At
Risk" Limitation."
Interest paid by a Partnership likely will be treated as passive
activity interest, except to the extent it is allocable to reserves being
maintained by the Partnership, as would any interest expense you incur on
money borrowed to purchase units. The 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 deducted currently; they usually have to
be capitalized and written off over the life of the related loan.
SELF-EMPLOYMENT INCOME AND TAX
If you are self-employed, your distributive share of Partnership
income will not be subject to self-employment tax.
LIMITED DEDUCTIONS FOR ACTIVITIES NOT ENGAGED IN FOR PROFIT
The ability to take deductions for activities not engaged in for
profit is limited. The law presumes 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 tax
year at issue. We intend to operate each Partnership for the purpose of
providing an economic profit, and anticipate that each Partnership will have
sufficient income to entitle it to the benefit of the presumption that it
operates for profit. If the IRS were to treat either Partnership's activities
as not being engaged in for profit, any deductions of that Partnership in
excess of its income might be permanently disallowed.
FOREIGN SOURCE TAXABLE INCOME
Rental income and interest received by the Partnerships from sources
in foreign countries could be subject to withholding and/or income taxes
imposed by those countries. In addition, capital gains on the sale of
equipment may also be subject to capital gains taxes in foreign countries
where the Partnerships sell equipment. Tax treaties between some countries
and the United States may reduce or eliminate such taxes. The foreign
activities of the Partnerships, however, may require you to file tax returns
in foreign countries. We cannot predict what tax rate Partnership income will
be subject to in other countries, since the amount of the Partnerships'
assets to be invested in various countries is not known.
We will inform you of your proportionate share of any foreign income
and the foreign taxes paid by the Partnerships; you will then be required to
include these items on your tax return. At your option, you generally will be
entitled to claim either a credit (subject to the limitations discussed
below) or, if you itemize your deductions, a deduction
50
<PAGE>
(subject to the limitations generally applicable to deductions) for your
share of foreign taxes in computing your federal income taxes.
Generally, a credit for foreign taxes may not exceed the federal tax
liability attributable to your total foreign source taxable income. Your
share of the Partnerships' rental income and interest income attributable to
equipment used outside the U.S. will qualify as foreign source income; the
source of income from the sale of equipment will usually be attributed to the
location of the equipment. Several limits apply to the foreign tax credit.
The credit is applied separately to different types of foreign source income,
including foreign source passive income like interest income; special limits
also apply to income from the sale of capital assets. The foreign tax credit
may offset only 90% of the alternative minimum tax imposed on corporations
and individuals. Furthermore, in calculating the foreign tax credit
limitation, the amount of your foreign source income is reduced by various
deductions that are allocated and/or apportioned to the 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
foreign assets, either directly or indirectly. For these purposes, foreign
assets owned by the Partnerships will be treated as owned by the limited
partners, and indebtedness incurred by the Partnerships will be treated as
incurred by limited partners.
Because of these limits, you may be unable to claim credit for the
full amount of your proportionate share of the foreign taxes attributable to
the income of the Partnerships. In addition, any foreign losses generated by
the Partnerships could reduce the tax credits available to you from foreign
source income unrelated to the Partnerships. The foregoing is only a general
description of the foreign tax credit under current law. Since the
availability of a credit or deduction depends on your particular
circumstance, we advise you to consult your own tax adviser.
REGISTRATION, INTEREST AND PENALTIES
TAX SHELTER REGISTRATION. Tax shelters must registered with the IRS.
Under temporary IRS regulations, an investment is a tax shelter 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 will be greater than twice the amount to be invested for any of
the first five years. Each Partnership is a tax shelter under the IRS
definition because the term "amount of deductions" means gross deductions,
and gross income expected to be realized by a Partnership is not counted. A
tax shelter is not required to be registered initially, however, 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
in first five years of the investment. Because there can be no assurance that
unexpected economic or business developments will not cause you to incur tax
losses from a Partnership, with the result that your cumulative tax liability
during the first five years might be reduced, we have registered Fund Eight A
as a "tax shelter" with the IRS (and will register Fund Eight B) and each has
(or will have) a tax shelter registration number. However, if the Partnership
is a projected income investment, you are not required to include a
Partnership's registration number on your tax returns.
Even though the Partnerships may be a projected income investment,
they will nonetheless be required to maintain a list identifying each person
who sold a unit and including information required by the IRS regulations.
This list must be made available to the IRS upon its request.
If a Partnership ceases to be a projected income investment, the
Partnership and its limited partners will become subject to all remaining
requirements applicable to tax shelters. This means, among other things, that
you will be required to include the Partnership's registration number on your
tax returns. We are required to notify you if a Partnership no longer
qualifies as a projected income investment, and to inform you that you must
begin to report the Partnership's registration number on your tax return if
you claim a deduction, credit, or other tax benefit from that Partnership.
WE ARE REQUIRED BY IRS REGULATIONS TO INCLUDE THE FOLLOWING
STATEMENT IN THE PROSPECTUS: "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
51
<PAGE>
Department based on the yield of U.S. obligations with maturities of three
years or less.
PENALTY FOR SUBSTANTIAL UNDERSTATEMENTS. The tax 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." The Partnerships should not be treated as a
"tax shelter" within the meaning of this provision because (1) each
Partnership's objectives include the provision of cash distributions (real
economic gain) to the investors throughout the operating life of the
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,
you should consider potential state and local tax consequences of this
investment. Your share of the taxable income or loss of a Partnership
generally must be included in determining reportable income for state or
local tax purposes in the jurisdiction where you reside. In addition, other
states in which a Partnership owns equipment or does business may require you
to file state income tax returns and may impose taxes on your pro rata share
of a Partnership's income derived from that state. Any tax losses generated
by a Partnership's operations in such states may not be available to offset
income from other sources in other states. To the extent that you pay tax to
a state by virtue of the operations of a Partnership within that state, you
may be entitled to a deduction or credit against tax owed to your 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
you itemize deductions. We advise you to consult your 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 this
investment.
FOREIGN INVESTORS
Foreign investors in each Partnership should be aware that, to a
substantial degree, the income of a Partnership will consist of trade or
business income that is attributable to or effectively connected with a fixed
place of business maintained by the 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. 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, each
Partnership is required to withhold tax on each foreign investor's
distributive share of income from the Partnership, whether or not any cash
distributions are made; any amount required to be withheld will be deducted
from distributions otherwise payable to the foreign investor and the investor
will be liable to repay the Partnership for any withholdings in excess of the
distributions to which he or she is otherwise entitled. Foreign investors
should consult with their tax advisors regarding the applicability of these
rules and regarding the other tax consequences described in this Section.
TAX TREATMENT OF CERTAIN TRUSTS AND ESTATES
The tax treatment of trusts and estates can differ from the tax
treatment of individuals. Investors who are trusts and estates should consult
with their tax advisors regarding the applicability of the tax rules
discussed in this Section.
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
52
<PAGE>
exempt from federal income tax, except that any unrelated business taxable
income that exceeds $1,000 in any taxable year 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
will be deemed to be engaged in the business carried on by the Partnership
and will be subject to the unrelated business income tax. Such investors
should consult with their tax advisors regarding the tax consequences to them
of investing in a Partnership.
CORPORATE INVESTORS
The federal income tax consequences to investors which are
corporations may differ materially from the tax consequences discussed in
this Section, particularly as they relate to the alternative minimum tax.
Such investors should consult with tax advisors as to the tax consequences to
them of this investment.
53
<PAGE>
INVESTMENT BY QUALIFIED PLANS
FIDUCIARIES UNDER ERISA
Investors that are fiduciaries of qualified plans are subject to
certain requirements under the federal law commonly known as ERISA. These
requirements include the duty to discharge their responsibilities solely in
the interest of, and for the benefit of, the qualified plan's participants
and beneficiaries. A fiduciary must:
- perform its duties with the skill, prudence and diligence of a
prudent person;
- diversify the qualified plan's investments so as to minimize
the risk of large losses; and
- act in accordance with the qualified plan's governing
documents.
Fiduciaries of qualified plans include anyone who exercises any
authority or control over the management or disposition of the funds or other
property of the qualified plan. For example, any person 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
regarding the funds or other property of a qualified plan may be a fiduciary
of the qualified plan, along with any other person with special knowledge or
influence with respect to a qualified plan's investment or administrative
activities.
IRAs generally are not subject to ERISA's fiduciary duty rules. In
addition, a participant who exercises control over his or her individual
account in the qualified plan in a self-directed investment arrangement will
generally be held responsible for the consequences of his or her investment
decisions. Some qualified plans of sole proprietorships, partnerships and
closely-held corporations are generally not subject to ERISA's fiduciary duty
rules, although they, as well as IRAs and self-directed accounts, are subject
to the IRS' prohibited transaction rules, explained below.
A person subject to ERISA's fiduciary rules with respect to a
qualified plan should consider those rules in the context of the particular
circumstances of the qualified plan before authorizing or making an
investment in units with a portion of the qualified plan's assets.
PROHIBITED TRANSACTIONS UNDER ERISA AND THE TAX CODE
The tax code and ERISA prohibit qualified plans and IRAs from
engaging in certain transactions involving assets of the qualified plan or
IRA with parties that are referred to as disqualified persons. Disqualified
persons include fiduciaries of the qualified plan or IRA, officers, directors
and certain shareholders and other owners of the company sponsoring the
qualified plan, and persons and legal entities sharing certain family or
ownership relationships with other disqualified persons. In addition, the
beneficiary of an IRA is generally considered to be a disqualified person for
purposes of the prohibited transaction rules.
Types of prohibited transactions include:
- direct or indirect transfers of a qualified plan's or IRA's
assets to, or use by or for the benefit of, a disqualified
person,
- acts by a fiduciary involving 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
- a fiduciary receiving 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
54
<PAGE>
IRA.
Under ERISA, a disqualified person that engages in a prohibited
transaction will be required to disgorge any profits made from the
transaction and will be required to compensate the qualified plan for any
losses it sustained. The tax 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 must generally be unwound
to avoid incurring additional penalties. In addition, if you engage in a
prohibited transaction with an IRA in which you are a beneficiary, the IRA
ceases to be treated as an IRA and, therefore, all of the assets are treated
as if they are distributed to you in the year in which such transaction
occurred.
In order to avoid the occurrence of a prohibited transaction under
the tax code or ERISA, units may not be purchased by a qualified plan or IRA
from assets for which we or any of our affiliates are fiduciaries.
PLAN ASSETS
If a Partnership's assets were determined under ERISA or the tax
code to be plan assets of qualified plans and/or IRAs owning units,
fiduciaries of such qualified plans and IRAs might be subject to liability
for actions that we take. In addition, some of the transactions described in
this prospectus in which a Partnership might engage, including transactions
with our affiliates, might constitute prohibited transactions under the tax
code and ERISA for qualified plans and IRAs, even if their purchase 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 us in violation of ERISA.
In some circumstances, ERISA and the tax code apply a look-through
rule under which the assets of an entity in which a qualified plan or IRA has
invested may constitute plan assets. ERISA and the tax code, however, exempt
investments in certain publicly-registered securities and in certain
operating companies, as well as investments in entities not having
significant equity participation by benefit plan investors, from the
look-through principle. Under the Department of Labor's current regulations
regarding what constitutes the assets of a qualified plan or IRA in the
context of investment securities such as the units, undivided interests 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
either:
- the units are publicly offered;
- less than 25% of the units are owned by qualified plans, IRAs,
and certain other employee benefit plans; or
- the Partnership is an operating company.
To qualify for the publicly-offered exception, the units must be
freely transferable, owned by at least 100 investors independent of the
Partnership and of one another, and either (a) be 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 after the end of the
Partnership's fiscal year during which the offering occurred. Units are being
sold as part of an offering registered under the Securities Act of 1933.
Accordingly, whether the units will qualify for the publicly-offered
exception will depend on if they are freely transferable within the meaning
of the Department of Labor's regulations.
Whether a unit is freely transferable is a factual determination.
However, we believe that the limits on assigning units and on substituting
limited partners contained in Sections 10.2, 10.3 and 10.4 of the Partnership
Agreement fall within the scope of certain restrictions which are permitted
by the Department of Labor regulations. These regulations will not cause a
determination that securities are not freely transferable when the minimum
investment, as in the case of the units, is $10,000 or less. But, because we
cannot be certain about the ultimate determination of the units being freely
transferable, or the determination of whether each Partnership will be an
operating company under the alternative Department of Labor exemption set
forth above, we have decided to rely on the 25% ownership exemption for these
purposes. Consequently, we will take the steps 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 number of
outstanding units.
55
<PAGE>
In calculating this limit, we will, as provided in the Department of
Labor'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 with
respect to the assets of the Partnerships, or any affiliate of any such a
person. See "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES--Minimum Investment." Whether the assets of the
Partnerships will constitute "plan assets" is a factual issue which may
depend in large part on our ability throughout the life of the Partnerships
to satisfy the 25% ownership exemption. Accordingly, the tax counsel we have
retained 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:
(1) the investment is in accordance with the documents and
instruments governing the qualified plan or IRA;
(2) the purchase is prudent in light of the diversification of
assets requirement for the qualified plan and the potential
difficulties that may exist in liquidating units;
(3) the investment will provide sufficient cash distributions in
light of the qualified plan's likely required benefit payments
and other needs for liquidity;
(4) the investment is made solely in the interests of plan
participants;
(5) 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
(6) 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.
56
<PAGE>
CAPITALIZATION
The capitalization of the Fund Eight B 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 the Minimum Offering Maximum Offering
date hereof (1) of 12,000 Units of 750,000 Units
--------------- --------------- ----------------
<S> <C> <C> <C>
Our 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 (3) $2,000 $1,201,000 $75,001,000
Less Estimated
O & O Expenses (4) - (162,000) (9,375,000)
---------- --------- ----------
Net Capitalization $2,000 $1,039,000(2) $65,626,000
</TABLE>
(1) Fund Eight B was originally capitalized by our contribution of $1,000 and
$1,000 by the original limited partner.
(2) The original limited partner will withdraw from Fund Eight B and receive a
return of his original capital contribution on the initial closing date.
(3) The amounts shown reflect the offering proceeds from sale of units at
$100.00 per unit before deduction of (a) sales commissions of 8.0% of
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 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 offering proceeds; 2.5%
($2.50 per unit) of offering proceeds in excess of $25,000,000 but less
than $50,000,000; and 1.5% ($1.50 per unit) for offering proceeds exceeding
$50,000,000. We will pay actual O & O expenses for this offering to the
extent they exceed the O & O expense allowance. No fees or compensation
were payable with regard to either our or the original limited partner's
investment.
(4) The maximum dollar amount of these items of compensation payable to us, our
affiliates and non-affiliated selling dealers will equal $162,000 for the
minimum offering of 12,000 units and $9,375,000 for the maximum offering of
750,000 units, 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 affiliated limited partners, both the
total capital contributions of the limited partners and Fund Eight B's
obligation to pay sales commissions will be reduced accordingly. See
"SOURCES AND USES OF OFFERING PROCEEDS."
57
<PAGE>
The capitalization of the Fund Eight A as of September 30, 1999 is
as follows:
<TABLE>
<CAPTION>
As of Maximum Offering
SEPTEMBER 30, 1999(1) OF 750,000 UNITS
--------------------- ----------------
<S> <C> <C>
Our Capital Contribution $ 1,000 $ 1,000
Limited Partner's
Capital Contribution $49,140,703 $75,000,000
----------- -----------
Total Capitalization(2) $49,240,703 $75,001,000
O & O Expenses (6,392,588) (9,375,000)(3)
----------- ------------
Net Capitalization $42,848,115 $65,626,000
</TABLE>
(1) Fund Eight A was originally capitalized by our contribution of $1,000 and
$1,000 by the original limited partner. The original limited partner
withdrew from Fund Eight A and received a return of his original capital
contribution on the initial closing date.
(2) The amounts shown reflect the offering proceeds from sale of units at
$100.00 per unit before deduction of (a) sales commissions of 8.0% of
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 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 offering proceeds; 2.5%
($2.50 per unit) of offering proceeds in excess of $25,000,000 but less
than $50,000,000; and 1.5% ($1.50 per unit) for offering proceeds exceeding
$50,000,000. We will pay actual O & O expenses for this offering to the
extent they exceed the O & O expense allowance. No fees or compensation
were payable with regard to either our or the original limited partner's
investment.
(3) The maximum dollar amount of these items of compensation payable to us, our
affiliates and non-affiliated selling dealers will equal $9,375,000 for the
maximum offering of 750,000 units, 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 affiliated limited partners, both the
total capital contributions of the limited partners and Fund Eight A's
obligation to pay sales commissions will be reduced accordingly. See
"SOURCES AND USES OF OFFERING PROCEEDS."
58
<PAGE>
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
FUND EIGHT A
Fund Eight A was formed on July 9, 1997 as a Delaware limited
partnership. Its maximum offering is $75,000,000. It commenced business
operations on its initial closing date, October 14, 1998, with the admission
of 12,000 limited partnership units at $100 per unit representing $1,200,000
of capital contributions. Between October 15, 1998 and December 31, 1998,
124,786.33 units were admitted representing $12,478,633 of capital
contributions. Between January 1, 1999 and September 30, 1999, 354,620.71
additional units were admitted representing $35,462,071 of capital
contribution bringing the total admission to 491,407.04 units totaling
$49,140,704 in capital contributions.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
For the three months ended September 30, 1999, Fund Eight A leased
or financed additional equipment with an initial cost of $42,218,252.
Revenues for the three months ended September 30, 1999 were $2,320,895.
Expenses for the three months ended September 30, 1999 were $1,953,273. Net
income for the three months ended September 30, 1999 was $367,622. The net
income per weighted average limited partnership unit outstanding was $0.82.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
For the nine months ended September 30, 1999, Fund Eight A leased or
financed additional equipment with an initial cost of $84,563,621. Revenues
for the nine months ended September 30, 1999 were $5,622,458. Expenses for
the nine months ended September 30, 1999 were $4,876,764. Net income for the
nine months ended September 30, 1999 was $745,694. The net income per
weighted average limited partnership unit outstanding was $2.28.
LIQUIDITY AND CAPITAL RESOURCES
Fund Eight A's primary sources of funds for the nine months ended
September 30, 1999 were capital contributions, net of offering expenses, of
$30,916,098, net cash provided by operations of $394,075, net proceeds from
non-recourse borrowings of $4,546,230 and proceeds from note payable - line
of credit of $5,000,000. These funds along with borrowings assumed on
equipment purchases of $53,960,428 were used to purchase or finance leases
costing $84,563,621, to make payments on borrowings and fund cash
distributions. Fund Eight A intends to continue to purchase equipment and
fund cash distributions utilizing funds from capital contributions, cash from
operations, additional borrowings and, when available, cash from equipment
sales.
Cash distributions to limited partners for the nine months ended
September 30, 1999, which were paid monthly, totaled $2,262,516 of which
$738,237 was investment income and $1,524,279 was a return of capital. The
monthly annualized cash distribution rate to limited partners was 10.75% of
which 3.51% was investment income and 7.24 % was a return of capital. The
limited partner distribution per weighted average unit outstanding for the
nine months ended September 30, 1999 was $6.99, of which $2.28 was investment
income and $4.71 was a return of capital, respectively.
Fund Eight A and L.P. Seven, entered into a joint line of credit
agreement with a lender in December 1998. The maximum amount available under
that credit agreement was $5,000,000, which was secured by eligible
receivables and residuals and bore interest at the rate of prime plus one
half percent. On May 28, 1999 that credit agreement was amended and restated
removing Fund Eight A as co-borrower. Fund Eight A entered into a new line of
credit agreement with that lender on May 28, 1999. The maximum amount
available under the new credit facility is $5,000,000, which is secured by
eligible receivables and residuals and bears interest at the rate of prime
plus one half percent. At September 30, 1999, Fund Eight A had $5,000,000
outstanding under the new credit facility.
In December 1998, Fund Eight A and Series C, L.P. Six and L.P. Seven
formed ICON Boardman Funding L.L.C., for the purpose of acquiring a lease
with Portland General Electric. The purchase price totaled $27,421,810, and
was funded with cash and non-recourse debt assumed in the purchase price.
Fund Eight A, Series C, L.P. Six and L.P. Seven received a
59
<PAGE>
98.5%, .5%, .5% and .5% interest, respectively, in ICON Boardman. Fund Eight
A's financial statements include 100% of the assets and liabilities of ICON
Boardman. Series C, L.P. Six and L.P. Seven's investments in ICON Boardman
have been reflected as "minority interests in joint venture." Simultaneously
with the acquisition of the Portland General Electric lease by ICON Boardman,
a portion of the rent receivable in excess of the senior debt payments was
acquired by L.P. Six from ICON Boardman for $3,801,108. No gain or loss was
recognized on this transaction.
On March 30, 1999, ICON Boardman exercised its right to acquire L.P.
Six's investment in a portion of the rent receivable in excess of the senior
debt payments for $3,097,637 and simultaneously financed, with a third party,
all of the rent receivable in excess of the senior debt payments. There was
no gain or loss to L.P. Six on this transaction. ICON Boardman received
$7,643,867 from the financing. The proceeds from the financing, net of the
purchase of L.P. Six's investment, were distributed to the members of ICON
Boardman in accordance with their ownership interests.
As of September 30, 1999 there were no known trends or demands,
commitments, events or uncertainties which are likely to have any material
effect on liquidity. As cash is realized from the continued offering,
operations, or borrowings, the Partnership will continue to invest in
equipment leases and financings where it deems it to be prudent while
retaining sufficient cash to meet its reserve requirements and recurring
obligations.
The following sets forth all of the completed equipment acquisition,
leasing and financing efforts of the Partnership as of February 7, 2000.
<TABLE>
<S> <C> <C> <C>
AMAZON.COM, INC. AMERICA WEST AIRLINES, INC.
Lease Financing of: Information Services and Lease Financing of: 737-200 Aircraft (2)
Network Server Equipment
Lease Term: 3 years Lease Term: 4.75 Years
Equipment Cost: $ 7,463,414 Equipment Cost: $13,300,000
BP AMOCO PLC OXFORD HEALTH PLANS, INC.
Lease Financing of: Tugboat and Oil Barge Lease Financing of: Information Systems
Lease Term: 46 months Lease Term: 3 years
Equipment Cost: $12,922,568 Equipment Cost: $17,358,458
PETSMART, INC. PHARMAPRINT, INC.
Lease Financing of: Furniture and Fixtures Lease Financing of: Manufacturing Equipment
Lease Term: 3 to 4 years Lease Term: 4 years
Equipment Cost: $ 2,452,900 Equipment Cost: $ 2,159,218
PORTLAND GENERAL ELECTRIC COMPANY SABENA SA
Lease Financing of: Coal Unloading and Handling Lease Financing of: Aircraft Rotables
Facility
Lease Term: 6 years Lease Term: 3 years
Equipment Cost: $27,038,665 Equipment Cost: $ 2,978,345
AMERICAN AIRLINES CMGI
Option to Acquire: Aircraft Engine Lease Financing of: Computer Networking Equipment
Lease Term: 19 months Lease Term: 3 years
Equipment Cost: $ 1,150,000 Equipment Cost: $ 4,618,252
60
<PAGE>
KLM ROYAL DUTCH AIRLINES REGUS BUSINESS CENTRE CORPORATION
Lease Financing of: Boeing 737-400 Aircraft (2) Lease Financing of: Furniture and Fixtures
Lease Term: 1 year Lease Term: 4 years
Equipment Cost: $37,600,000 Equipment Cost: $ 4,861,629
RENTAL SERVICES CORP.
Lease Financing of: Over the Road Equipment
Lease Term: 4.75 years
Equipment Cost: $ 3,521,824
TOTAL EQUIPMENT COST: $137,425,273
------------
------------
</TABLE>
FUND EIGHT B
LIQUIDITY AND CAPITAL RESOURCES
Fund Eight B had limited funds at its formation (February 7, 2000)
because the capital anticipated to be raised by it through its offering of
units will not be available on the date of formation.
Fund Eight B'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, Fund Eight B's
capital needs and resources are expected to be relatively stable over the
holding periods of the equipment. Fund Eight B intends to acquire sufficient
equipment so as to commit all proceeds available for investment in equipment.
As of the date of this prospectus, no material commitments with respect to
capital expenditures of Fund Eight B have been made. We anticipate that
reserves sufficient to pay Fund Eight B's operating expenses and to make
distributions to you will initially be derived from rental payments from
equipment leases. To date, Fund Eight B has not had any operations. During
the period of ownership of the equipment, Fund Eight B's operations will
consist principally of the ownership and leasing of equipment.
Fund Eight B intends to establish initially working capital reserves
of approximately 1.0% of the offering proceeds per unit, an amount which
anticipate to be sufficient to satisfy general liquidity requirements.
However, unanticipated or greater than anticipated operating costs or losses
(including a lessee's inability to make timely lease payments) would
adversely affect liquidity. To the extent that working capital reserves are
or may be insufficient to satisfy the cash requirements of Fund Eight B, we
anticipate that we would obtain additional funds through revenues from Fund
Eight B's operations, the proceeds from the sale of equipment, bank loans,
short-term loans from us or our affiliates or the sale of equipment. We may
use a portion of cash from operations and from sales or refinancings to
re-establish working capital reserves. In no event will Fund Eight B make
distributions to partners if they would reduce Fund Eight B's reserves below
a level which we deem necessary for operations. There can be no assurance,
however, that the amounts in the working capital reserve will be adequate to
meet Fund Eight B's obligations.
OPERATIONS
Fund Eight B has had no operations to date. Until receipt and
acceptance of subscriptions for 12,000 units and the admission of subscribers
as Limited Partners on the initial closing date, Fund Eight B will not
commence active operations. During the period commencing with the initial
closing date and continuing throughout the reinvestment period, Fund Eight B
will be in active operation.
Fund Eight B will acquire equipment with the offering proceeds and
indebtedness. The level of indebtedness cannot be predicted until the
offering proceeds are mostly invested. If Fund Eight B requires additional
cash or we determine that it is in the best interests of Fund Eight B to
obtain additional funds to increase cash available for investment or for any
other proper business need, Fund Eight B may borrow, on a secured or
unsecured basis, amounts up to 80% of the aggregate purchase price of all
investments acquired by Fund Eight B following full investment of the
offering proceeds. Fund Eight B currently has no arrangements with, or
commitments from, any lender with respect to any such borrowings. We
anticipate that any acquisition financing or other borrowings will be
obtained from institutional lenders. See "INVESTMENT OBJECTIVES AND
POLICIES--Acquisition Policies and Procedures."
61
<PAGE>
- ------------------------------------------------------------------------------
SUMMARY OF THE PARTNERSHIP AGREEMENT
- ------------------------------------------------------------------------------
The following is a brief summary of the material provisions of the
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement"), which will serve both Partnerships included in this offering.
The Partnership Agreement sets forth the terms and conditions upon which each
Partnership will conduct its business and affairs and it sets forth the
rights and obligations of the limited partners. This summary is not complete
and is subject to and qualified by the detailed provisions of the Partnership
Agreement. A copy of the Partnership Agreement is included as Exhibit A to
the registration statement of which this prospectus forms a part. Prospective
investors should study the Partnership Agreement carefully before making any
investment.
ESTABLISHMENT AND NATURE OF THE PARTNERSHIPS
We organized Fund Eight A and Fund Eight B as limited partnerships
under the Delaware Revised Uniform Limited Partnership Act as their 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 or her liability for partnership obligations is generally limited to his
or her investment. A general partner, however, is personally liable for all
partnership obligations.
NAME AND ADDRESS
The Partnerships will be conducted under the name "ICON Income Fund
Eight" with its principal office and place of business at 600 Mamaroneck
Avenue, Harrison, New York 10528 (unless we change the offices with written
notice to you).
PURPOSES AND POWERS
We have organized each Partnership for the purposes of:
- acquiring, investing in, owning, leasing, re-leasing,
financing, refinancing, transferring or otherwise disposing
of, and dealing in or with, equipment of all kinds, residual
interests in equipment, and options to purchase both equipment
and residual interests in equipment;
- lending and providing financing to others for their
acquisition 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 in and leases of equipment) and other
personal property; and
- establishing, acquiring, conducting and carrying on any
business suitable, necessary, useful or convenient in
connection with the above, in order to generate monthly cash
distributions to you during the term of each Partnership.
DURATION OF PARTNERSHIP
The terms of Fund Eight A and Fund Eight B commenced when we filed a
Certificate of Limited Partnership with the Delaware Secretary of State on
July 9, 1997. They will terminate at midnight on December 31, 2017, or
earlier if a dissolution event occurs. See "-- Dissolution and Winding-Up".
CAPITAL CONTRIBUTIONS
GENERAL PARTNER. We have contributed $1,000, in cash, as our capital
contribution to each of Fund Eight A and Fund Eight B in exchange for a one
percent (1%) partnership interest.
ORIGINAL LIMITED PARTNER. The original limited partner made a
capital contribution of $1,000 to each of Fund Eight
62
<PAGE>
A and Fund Eight B in exchange for ten (10) units, which represented a 99%
partnership interest at that time. On the initial closing date, the original
limited partner will withdraw from a Partnership, his capital contribution of
$1,000 will be returned to him in full and his original partnership interest
of ten units will be retired upon the admission of additional limited
partners.
LIMITED PARTNERS. Each limited partner (other than the original
limited partner and limited partners affiliated with us) will make a capital
contribution to a Partnership's capital, in cash, in an amount equal to $100
for each unit or fraction of a unit purchased. Each limited partner
affiliated with us will make a capital contribution, in cash, in an amount
equal to $92.00 for each unit or fraction of a unit purchased.
POWERS OF THE PARTNERS
GENERAL PARTNER. Except as otherwise specifically provided in the
Partnership Agreement, we 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. For example, we will have the right
to make investments for and on behalf of the Partnerships and to manage the
investments and all other assets of the Partnerships. You will not be
permitted to participate in the management of the Partnerships. We will have
the sole and absolute discretion to accept or refuse to accept the admission
of any subscriber as a limited partner to the Partnerships. Except to the
extent limited by Delaware law or the Partnership Agreement, we may delegate
all or any of our duties under the Partnership Agreement to any person,
including any of our affiliates.
The Partnership Agreement designates us as the Partnerships' tax
matters partner and authorizes and directs us 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 partners shall participate in or have
any control over the Partnerships' business or have any right or authority to
act for, or to bind or otherwise obligate the Partnerships.
LIMITATIONS ON OUR POWERS
The Partnership Agreement and Delaware law subjects us to
limitations on how we administer the business and affairs of the
Partnerships, as outlined below.
DEBT. From the date when all capital contributions have been
invested or committed to investments or reserves, used to pay permitted
front-end fees or returned to you in accordance with the Partnership
Agreement, a Partnership will not incur or assume additional indebtedness
when acquiring an investment if the new debt causes total Partnership debt to
exceed a certain limit. That limit is reached when the sum of the principal
amount of the new debt plus the aggregate principal amount of the
Partnership's outstanding debt exceeds 80% of the aggregate purchase price of
the investments then held by the Partnership, including the purchase price of
any investment being acquired with the new debt.
DEALINGS WITH AFFILIATES. The Partnerships will not purchase or
lease investments from, nor sell or lease investments to us or any of our
affiliates (including any program in which we or any of our affiliates has an
interest) unless certain conditions are satisfied. These conditions include:
(1) a determination that the investment is in the best interests
of the Partnership;
(2) the investment is upon terms no less favorable to the
Partnership than the terms upon which we or our affiliate
entered into the investment;
(3) neither we nor our affiliate are to realize any gain or other
benefit, other than permitted compensation, as a result of the
investment; and
(4) we or our affiliate hold the investment only on an interim
basis (generally not longer than six months) for purposes of
facilitating the acquisition of the investment by the
Partnership, borrowing money or
63
<PAGE>
obtaining financing for the Partnership or for other purposes
related to the business of the Partnership.
The Partnerships may not make any loans to us or any of our
affiliates. We or any of our affiliates, however, may make loans to the
Partnerships, PROVIDED the terms of the loan include:
(1) interest at a rate that does not exceed the lowest of the
following:
(a) the rate at which we or the affiliate borrowed funds
for the purpose of making the loan;
(b) if no borrowing was incurred, the interest rate the
Partnerships could obtain in an arms'-length
borrowing, without reference to our or our
affiliate's financial abilities or guarantees;
(c) the rate from time to time announced by The Chase
Manhattan Bank N.A. at its principal lending offices
in New York, New York as its prime lending rate plus
3% per annum;
(2) repayment of the loan not later than twelve months after the
date on which it was made; and
(3) neither we nor our affiliate may receive financial charges or
fees in connection with the loan, except for reimbursement of
actual and reasonable out-of-pocket expenses.
The Partnerships will not acquire any investments in exchange for
units.
The Partnerships may make investments in joint ventures provided
that: we determine that the investment is in the best interests of a
Partnership and will not result in duplicate fees to us or any of our
affiliates; if the investment is made with participants affiliated with us
then, it will be made upon terms that are substantially identical to the
terms upon which the participants have invested in the joint venture; if the
investment is made with non-affiliates, the Partnership will have veto power
on disposition decisions; and the joint venture will own and lease specific
equipment and/or invest in one or more specific financing transactions.
Except as permitted by the Partnership Agreement, we are prohibited
from entering into any agreements, contracts or arrangements on behalf of the
Partnerships with ourselves or any of our affiliates. Furthermore, neither we
nor any of our affiliates may receive a commission or fee (except the types
and amounts described in "Our Compensation" as permitted by Section 6.4 of
the Partnership Agreement) in connection with the reinvestment of cash from
sales and from operations or of the proceeds of the resale, exchange or
refinancing of equipment. In addition, in connection with any agreement
entered into by the Partnerships with us or any of our affiliates, we or our
affiliate may not receive any rebates or give-ups, nor may we or any of our
affiliates participate in any reciprocal business arrangements that could
have the effect of circumventing any of the provisions of the Partnership
Agreement. Neither we nor any of our affiliates shall pay or award any
commissions or other compensation to any person engaged by a potential
investor as an investment advisor as an inducement to the person to advise
the potential investor about the Partnerships. However, this does not
prohibit us from paying underwriting fees and sales commissions otherwise in
accordance with the terms of the Partnership Agreement.
INDEMNIFICATION
With some limited exceptions, the Partnerships will indemnify us,
our affiliates and individual officers from the Partnerships' assets. The
indemnification will apply to any liability, loss, cost and expense of
litigation that we or an affiliate suffer, arising out of certain acts or
omissions. See "FIDUCIARY RESPONSIBILITY--Indemnification."
LIABILITY OF PARTNERS
OUR LIABILITY. We will be liable for all general obligations of the
Partnerships to the extent not paid by the Partnerships. However, neither we
nor any of our affiliates will have any personal liability for obligations of
the Partnerships that are specifically non-recourse to us, or for repayment
of the capital contribution of any limited partner. All decisions we make
will be binding upon the Partnerships. See "FIDUCIARY
RESPONSIBILITY--Conflicts."
64
<PAGE>
LIMITED LIABILITY OF THE LIMITED PARTNERS. You will have no personal
liability for any obligations or liabilities of the Partnerships. You will
only be liable, in your capacity as a limited partner, to the extent of your
capital contribution and your PRO RATA share of any undistributed profits and
other assets of the Partnerships. However, if you participate in the
management or control of a Partnership's affairs, you 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 you are a general partner.
See also "RISK FACTORS--Investment Risks."
Delaware law provides that, for a period of three years from the
date on which any distribution is made to you, you may be liable to a
Partnership for the distribution if both of the following are true:
(1) after giving effect to the distribution, all liabilities of a
Partnership exceed the fair value of its assets; and
(2) you knew at the time you received the distribution that it was
made in violation of Delaware law.
NON-ASSESSABILITY OF UNITS
The units are not assessable. Except as may otherwise be required by
law or by the Partnership Agreement, after you pay for your units, you will
not have any further obligations to a Partnership, be subject to any
assessment or be required to contribute any additional capital to, or loan
any funds to, a Partnership. However, under certain circumstances, you may be
required to return distributions made to you in violation of Delaware law as
described in the immediately preceding paragraph.
DISTRIBUTION OF DISTRIBUTABLE CASH FROM OPERATIONS AND FROM SALES
Distributable cash from operations and from sales that is not
reinvested in equipment and financing transactions will be distributed 99% to
the limited partners as a group and 1% to us until payout, which is the time
when cash distributions in an amount equal to the sum of the limited
partners' capital contributions and an 8.0% annual cumulative return thereon
have been made. Income earned on escrowed funds and distributed to limited
partners will be used to satisfy the cumulative return required for payout.
Thereafter, distributions will be distributable 90% to the limited partners
as a group and 10% to us, unless limited partners as a group have not
received distributions equal to at least 150% of their investment, in which
case we will continue to receive only 1% of cash distributions, and accrue
9%, until limited partners have received distributions equal to 150% of their
total investment.
During the reinvestment period, we will have the sole discretion to
determine the amount of distributable cash from operations and from sales
that are to be reinvested and the amounts that are to be distributed.
However, during such period you are entitled to receive, to the extent
available, monthly cash distributions equal to one-twelfth of 10.75% of your
original investment, reduced by (a) any portion of your original investment
that has been returned to you because we did not invest all of the offering
proceeds and (b) any amounts you received in redemption of your units . Our
decision regarding the amount of reserves to establish and the amount of
funds to reinvest may affect the ability of a Partnership to make cash
distributions. Cash distributions will be noncumulative, meaning that if
there is insufficient cash to pay the full monthly distributions, only the
amount available is required to be distributed. We expect that a substantial
portion of all cash distributions, being that portion which exceeds taxable
income, will be treated as a return of your originally invested capital and
that the balance of the distributions will be treated as a return on your
capital. Also, to the extent there are sufficient funds, you are entitled to
receive monthly cash distributions in amounts which would permit you to pay
federal, state and local income taxes resulting from Partnership operations.
After the reinvestment period, each Partnership intends to promptly
distribute substantially all cash from operations and from sales.
ALLOCATION OF PROFITS AND LOSSES
As a general rule, during the reinvestment period a Partnership's
profits will be allocated as follows:
- First, 99% will be allocated to the limited partners and 1% to
us, until each limited partner has been allocated profits
equal to the excess, if any, of:
65
<PAGE>
(1) the amount still needed for distribution to provide
the limited partner an 8% annual cumulative return on
his or her adjusted capital contribution (which we
call the unpaid target distribution); over
(2) the limited partner's capital account balance;
- NEXT, in a manner that will create a ratio of 90% to 10%
between (a) the excess of the limited partners' aggregate
capital account balances over the amount of their aggregate
unpaid target distributions and (b) our capital account
balance; and
- THEREAFTER, 90% to the limited partners and 10% to us.
After the reinvestment period, profits first will be allocated to
all partners in the amount necessary to eliminate any deficits in their
capital accounts and, thereafter, they will be allocated as described above.
Generally, 99% of a Partnership's losses will be allocated among the
limited partners and 1% will be allocated to us throughout the term of the
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 tax safe harbor provisions
relating to allocations. One such safe harbor is a qualified income offset
provision, which requires that profits be allocated to any limited partners
developing deficits in their capital account in an amount necessary to
eliminate such deficits. Another safe harbor is a minimum gain chargeback
provision, which requires 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. Other special
allocations provisions are designed to reflect the business deal among the
partners (see Section 8.2(f)(vii) of the Partnership Agreement) 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 a Partnership because of a limited partner's residence in that
locality will be charged to that partner.
The Partnership Agreement provides that limited partners who own
units for less than an entire year will be allocated profits or losses, which
will be treated as if they occurred ratably over the year, based on the
proportionate part of the year that they owned their units.
WITHDRAWAL OF THE GENERAL PARTNER
VOLUNTARY WITHDRAWAL. We may not voluntarily withdraw as general
partner from a Partnership without (a) 60 days' advance written notice to
you, (b) an opinion of tax counsel that the withdrawal will not cause the
termination of the Partnership or materially adversely affect the federal tax
status of the Partnership and (c) selection of, and acceptance of its
appointment as general partner by, a substitute general partner who is
acceptable to the limited partners owning a majority of the units and who has
an adequate net worth in the opinion of tax counsel.
INVOLUNTARY WITHDRAWAL. We may be removed by the limited partners
owning a majority of the units or upon the occurrence of any other event that
constitutes an event of withdrawal under Delaware law. Neither we nor any of
our affiliates may participate in any vote by the limited partners to
involuntarily remove us as general partner or cancel any management or
service contract with us or an affiliate.
Management fees for investments acquired by the Partnership prior to
the effective date of our withdrawal will be payable when the Partnership
receives the gross rental from the investments creating the obligation to pay
the management fees. In the event that we pledge the management fees
receivable to a lender, the assignment to the lender shall be binding in the
event of our voluntary or involuntary withdrawal.
LIABILITY OF WITHDRAWN GENERAL PARTNER. Generally speaking, we will
remain liable for all obligations and liabilities incurred by us or by a
Partnership while we were acting in the capacity of general partner and for
which we were liable as general partner. But we will be free of any
obligation or liability incurred on account of or arising from the
66
<PAGE>
activities of a Partnership after the time our withdrawal becomes effective.
TRANSFER OF UNITS
WITHDRAWAL OF A LIMITED PARTNER. You may withdraw from a Partnership
only by selling, transferring or assigning your units or having all or your
units redeemed in accordance with the Partnership Agreement. You may
generally transfer all or a portion of your units except to impermissible
types of transferees or by transfers which would adversely effect a
Partnership. See Section 10.2 of the Partnership Agreement.
LIMITED REDEMPTION OF UNITS. Section 10.5 of the Partnership
Agreement provides a method for you to have your units redeemed. In brief,
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, you may request that the Partnership redeem all or any
portion of your units. This right is subject to the availability of funds and
the other provisions of Section 10 of the Partnership Agreement. See
"TRANSFER OF UNITS"--"Limited Right to Redeem Units".
DISSOLUTION AND WINDING-UP
EVENTS CAUSING DISSOLUTION. A Partnership shall be dissolved when
any of the following events occurs:
- the withdrawal of the general partner if a substitute general
partner has not been duly admitted to the Partnership;
- the voluntary dissolution of a Partnership by the general
partner with the consent of the limited partners owning a
majority of the units or, subject to Section 13 of the
Partnership Agreement, by the consent of the same majority
without action by the general partner;
- the sale of all or substantially all of the assets of a
Partnership;
- the expiration of the term of the Partnership;
- the operations of a Partnership ceasing to constitute legal
activities under Delaware law or any other applicable law;
- any other event which causes the dissolution or winding-up of
a Partnership under Delaware law.
LIQUIDATION OF A PARTNERSHIP. When a dissolution event occurs, the
investments and other assets of a Partnership will be liquidated and the
proceeds thereof will be distributed to the partners after we pay liquidation
expenses and pay the debts of the Partnership in the order of priority set
forth in the Partnership Agreement. The existence of the Partnership will
then be terminated. You are not guaranteed the return of, or a return on,
your investment.
ACCESS TO BOOKS AND RECORDS
We will maintain the books and records of each Partnership at the
Partnership's principal office. We will maintain investor suitability records
for a period of six years. You will have the right to have a copy of the list
of limited partners mailed to you for a nominal fee. However, you must
certify that the list will not be sold or otherwise provided to another party
or used for a commercial purpose other than for your interest relative to
your interest in Partnership matters. In addition, you or your representative
will have the right, upon written request, subject to reasonable notice and
at your own expense, to inspect and copy any other Partnership books and
records that we maintain.
MEETINGS AND VOTING RIGHTS OF LIMITED PARTNERS
MEETINGS. We may call a meeting of the limited partners at any time
on our own initiative to act upon any matter on which the limited partners
may vote. If we receive written requests for a meeting from limited partners
holding 10% or more of the outstanding units we will call a meeting as well.
In addition, in lieu of a meeting, any matter that could be
67
<PAGE>
voted upon at a meeting of the limited partners may be submitted for action
by consent of the limited partners.
VOTING RIGHTS OF LIMITED PARTNERS. The limited partners, by the
consent of the limited partners owning a majority of the units, may take
action on the following matters without our concurrence:
- an amendment of the Partnership Agreement;
- the dissolution of a Partnership;
- the sale of all or substantially all of the Partnership's
assets, except any sales in the ordinary course of liquidating
a Partnership's investments after the reinvestment period; and
- the removal of the general partner and the election of one or
more substitute general partners.
Limited partners who dissent from any matter approved by limited partners
owning a majority of the units are nevertheless bound by such vote and do not
have a right to appraisal or automatic repurchase of their units.
AMENDING THE PARTNERSHIP AGREEMENT
AMENDMENT BY LIMITED PARTNERS WITHOUT OUR CONCURRENCE. The limited
partners may amend the Partnership Agreement by the consent of the limited
partners owning a majority of the units without our concurrence so long as
the amendment does not allow the limited partners to take part in the control
or management of a Partnership's business, or alter our rights, powers and
duties as set forth in the Partnership Agreement:
However:
- any amendment of the Partnership Agreement relating to how
the Partnership Agreement can be amended will require the
consent of each limited partner; and
- any amendment that will increase the liability of any
partner or adversely affect any partner's share of cash
distributions, allocations of profits or losses for tax
purposes, or of any investment tax credit will require the
consent of each partner affected by the change.
AMENDMENT BY US WITHOUT THE CONSENT OF THE LIMITED PARTNERS. We may,
without the consent of the limited partners, amend the Partnership Agreement
to effect any change for the benefit or protection of the limited partners,
including:
- adding to our duties or obligations, or surrendering any of
our rights or powers;
- curing any ambiguity in, or correcting or supplementing any
provision of the Partnership Agreement;
- preserving the status of the Partnership as a "limited
partnership" for federal income tax purposes;
- deleting or adding any provision that the Securities and
Exchange Commission or any other regulatory body or official
requires to be deleted or added;'
- under certain circumstances, amending the allocation
provisions, in accordance with the advice of tax counsel,
accountants or the IRS, to the minimum extent necessary; and
- changing the name of a Partnership or the location of its
principal office.
68
<PAGE>
- -------------------------------------------------------------------------------
TRANSFER OF UNITS
- -------------------------------------------------------------------------------
WITHDRAWAL
You may withdraw from a Partnership only by selling or transferring
all of your units, or if all of your units are redeemed by a Partnership 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. You may transfer units only upon the satisfaction of the
conditions and subject to the restrictions discussed below. Anyone to whom
you transfer units interest will become a substitute limited partner only if
we have reasonably determined that all of the conditions listed below have
been satisfied. We may also reasonably require that no adverse effect to a
Partnership results from the admission of the substitute limited partner, and
that the assignee has signed a transfer agreement and other forms, including
a power of attorney, as described in the Partnership Agreement. Consequently,
investors may not be able to liquidate their investments in the event of
emergencies or for other reasons, or obtain financing from lenders who may
not accept the units as collateral.
You may transfer or assign your own units to any person, whom we
called an assignee, only if conditions the following conditions are satisfied:
(1) You and the assignee each sign a written assignment document,
in form and substance satisfactory to us, which:
(a) states your intention that the assignee become a
substitute limited partner;
(b) reflects the assignee's acceptance of all of the
terms and provisions of the Partnership Agreement;
and
(c) includes a representation by both you and the assignee
that the assignment was made in accordance with all
applicable laws and regulations, including minimum
investment and investor suitability requirements under
state securities laws; and
(2) the assignee pays the Partnership a fee that will not exceed
$150.00 for costs and expenses it reasonably incurs in
connection with the assignment.
Furthermore, unless we consent, no units may be assigned:
(1) to a minor or incompetent unless a guardian, custodian or
conservator has been appointed to handle the affairs of the
person;
(2) to any person if, in the opinion of tax counsel, the
assignment would result in the termination of a Partnership's
taxable year or its status as a partnership for federal income
tax purposes;
(3) to any person if the assignment would affect a Partnership's
existence or qualification as a limited partnership under
Delaware law or the applicable laws of any other jurisdiction
in which a Partnership is conducting business;
(4) to any person not permitted to be an assignee under applicable
law, including, without limitation, applicable federal and
state securities laws;
69
<PAGE>
(5) if the 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 the assignment is of all of the units owned by
the limited partner;
(6) if the assignment would result in your retaining a portion of
your investment that is 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 your initial purchase of units;
(7) if, in our reasonable belief, the assignment might violate
applicable law;
(8) if the effect of the assignment would be to cause the equity
participation in a Partnership by benefit plan investors to
equal or exceed 25%; or
(9) if the assignment would cause an impermissible percentage of
units to be owned by non-United States citizens.
Any attempt to assign units in violation of the provisions of the
Partnership Agreement or applicable law will be null and void from the outset
and will not bind the Partnership. Assignments of units will be recognized by
a Partnership as of the first day of the month following the date upon which
all conditions to the assignment have been satisfied.
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, we will not permit any
interest in a unit to be sold on a secondary market, as defined by tax law.
If we determine that a proposed sale was effected on a secondary market, the
Partnership and we have the right to refuse to recognize the proposed sale
and to take any action we deem necessary or appropriate so that such proposed
sale is not in fact recognized.
All investors will agree to provide all information respecting
assignments which we deem necessary in order to determine whether a proposed
transfer occurred on a secondary market.
LIMITED RIGHT TO REDEEM UNITS
A Partnership will have no obligation to redeem your units, but will
do so only in our sole and absolute discretion. Beginning with the second
full calendar quarter following the final closing date and at any time
thereafter, you may request that a Partnership redeem your units. In any
calendar year, a Partnership will not redeem such number of units that, in
the aggregate, exceed 2% of the total units outstanding as of the last day of
the calendar year. Otherwise, subject to fund availability and with our prior
consent, a Partnership will redeem in cash up to 100% of your units at the
applicable redemption price.
The applicable redemption price for the units you are redeeming will
be determined, as of the date of redemption, as follows:
(1) during the second year of the reinvestment period, you will
receive a price equal to 90% of your original investment per
unit;
(2) during the third year, you will receive a price equal to 92%
of your original investment per unit;
(3) during the fourth year, you will receive a price equal to 94%
of your original investment per unit;
(4) during the fifth year, you will receive a price equal to 96%
of your original investment per unit;
(5) during the first year of the liquidation period, which is the
period following the reinvestment period, you will receive a
price equal to 98% of your original investment per unit;
(6) during the second year of the liquidation period, you will
receive a price equal to 100% of your original
70
<PAGE>
investment per unit;
in all cases LESS the sum of (w) 100% of previous distributions to you of any
portion of your investment not invested by a Partnership, (x) 100% of
previous distributions to you, (y) 100% of any previous allocations to you of
investment tax credit amounts and (z) the aggregate amount, not exceeding
$150.00, of expenses reasonably incurred by the Partnership in connection
with redeeming your units. However, in no event will the applicable
redemption price computed under clauses (a) through (f) exceed an amount
equal to your capital account balance as of the end of the calendar quarter
preceding the redemption minus cash distributions which have been made or are
due to be made for the calendar quarter in which the redemption occurs.
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 redeeming units will be subject to the
availability of sufficient cash. In this connection, it should be noted that
we intend 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 the redemption would not
impair the capital or the operations of the Partnership and would not result
in the termination 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 available funds for making investments and distributions to the
remaining limited partners.
In the event a Partnership receives requests to redeem more units
than there are funds sufficient to redeem, we will honor redemption requests
in the order in which duly signed and supported redemption requests are
received. We will use our reasonable efforts to honor requests for
redemptions of units with the same request date FIRST as to hardship
redemptions (requests arising from death, major medical expense and family
emergency related to disability or a material loss of family income), SECOND
so as to provide liquidity for IRAs or qualified plans to meet required
distributions and FINALLY, as to all other redemption requests.
If you desire to have a portion or all of your units redeemed, you
must submit a written request to us on a form we have approved. The request
must be duly signed by all owners of the units on the books of a Partnership.
Redemption requests will be deemed given on the earlier of the date the
request is personally delivered with receipt acknowledged or mailed by
certified mail, return receipt requested, postage prepaid, at our address set
forth in this prospectus. 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, we will accept or deny each redemption request.
We will, in our sole discretion, decide whether a redemption is in
the best interest of a Partnership.
CONSEQUENCES OF TRANSFER
Any units tendered to, and accepted by, a Partnership for redemption
will be canceled when redeemed. In the event that you assign all units you
own, or have all your units accepted for redemption by a Partnership, you
will cease to be a limited partner and will no longer have any of the rights
or privileges of a limited partner. Whether or not any assignee becomes a
substitute limited partner, however, your assignment of your entire
Partnership interest will not release you from liability to a Partnership to
the extent of any distributions, including any return of or on your
investment, made to you in violation of Delaware law or other applicable law.
The sale of units by you may result in the recapture of all of the
depreciation deductions previously allocated to you. See the "FEDERAL INCOME
TAX CONSEQUENCES--Sale or Other Disposition of Partnership Interest." Gain or
loss realized on the redemption of your units, if you hold them as a capital
asset and if you held them for more than one year, will be a capital gain or
loss, as the case may be. However, any gain realized will be treated as
ordinary income to the extent attributable to your 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."
71
<PAGE>
- --------------------------------------------------------------------------------
REPORTS TO LIMITED PARTNERS
- --------------------------------------------------------------------------------
ANNUAL REPORTS
By March 15 of each year, we will send you a statement of your share of
a Partnership's income, gains, losses, deductions and credits, if any, for the
year most recently completed to enable you to prepare your federal income tax
return.
Within 120 days after the end of the year, we will send to each person
who was a limited partner at any time during the year an annual report which
will include:
- financial statements for the Partnership for the fiscal year,
including a balance sheet as of the year end 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 Partnership's accountants;
- a breakdown, by source, of distributions made during the year
to you and to us;
- a status report with respect to each item of equipment and
each financing transaction that individually represents at
least 10% of the aggregate purchase price of the Partnerships'
investments at the end of the year, including information
relevant to the condition and utilization of the equipment or
the collateral securing the financing transaction;
- a breakdown of the compensation paid, and any amounts
reimbursed, to us, and a summary of the terms and conditions
of (a) any contract with us that was not filed as an exhibit
to the registration statement of which this prospectus forms a
part and (b) any other programs we sponsor, demonstrating the
allocation of the compensation between the Partnership and the
other programs; and
- until all amounts invested by limited partners have been
invested or committed to investments and reserves, used to pay
permitted front-end fees or returned to investors in
accordance with the Partnership Agreement, information
regarding investments made by the Partnership during the
fiscal year.
QUARTERLY REPORTS
Within 60 days after the end of each of the first three quarters in any
year, we will send to each person who was a limited partner at any time during
the quarter an interim report for the quarter which will include:
- unaudited financial statements for the Partnership for the
quarter, including a balance sheet and related statements of
operations, cash flows and changes in partners' equity;
- a tabular summary of the compensation paid, and any amounts
reimbursed, to us, including a statement of the services we
performed or expenses we incurred, and a summary of the terms
and conditions of any contract with us which was not filed as
an exhibit to the registration statement of which this forms a
part; and
- until all amounts invested by limited partners have been
invested or committed to investment and reserves, used to pay
permitted front-end fees or returned to investors in
accordance with a Partnership Agreement, information regarding
investments made by the Partnership during the quarter.
72
<PAGE>
- --------------------------------------------------------------------------------
PLAN OF DISTRIBUTION
- --------------------------------------------------------------------------------
GENERAL
Subject to the conditions set forth in this prospectus and in
accordance with the terms and conditions of the Partnership Agreement, through
the dealer-manager a Partnership will offer, on a best efforts basis, a maximum
of 750,000 units per Partnership, all of which are priced at $100 per unit,
except for certain units which may be purchased by limited partners affiliated
with us for the net unit price of $92.00 per unit. The minimum subscription is
25 units, 10 units for IRAs and qualified plans, except in certain states as
described in this prospectus. See "INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS; SUBSCRIPTION PROCEDURES--How to Subscribe".
The offering period for Fund Eight B will begin following the closing
of the offering of Fund Eight A. We expect the offering period to terminate not
later than September 30, 1999 for Fund Eight A and September 30, 2000 for ICON
Eight B, but in no event will the offering period for any Partnership continue
for longer than twenty-four months from when it commences. We have a reasonable
period of time to conclude a Partnership's closing after the termination of the
Partnerships' offering period. 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. We may terminate each offering
period at our option at any time.
Only one Partnership will accept subscriptions at a time. An individual
subscription may not specify in which of the Partnerships a subscriber wishes to
invest. Subscription payments not applied to the purchase of units in Fund Eight
A will be retained in escrow, carried over and automatically deemed a
subscription for units in Fund Eight B. Accordingly, subscribers will generally
not have the right to withdraw or receive their funds from the escrow account
unless and until the offering of Fund 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 offering proceeds from the sale of units.
Generally, units are purchased by subscribers at a price of $100.00 per
unit. However, our officers, employees, securities representatives and those of
our affiliates and selling dealers 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 these purchases. The
purchase of units by us and our affiliates are limited to a maximum of 10% of
the total units sold.
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 10.0% of the offering proceeds. However, we may pay bona fide due
diligence fees and expenses incurred by the dealer-manager and prospective
selling dealers from our O & O expense allowance up to the lesser of an
additional 1/2 of 1% of offering proceeds or the maximum amount allowable under
the NASD Conduct Rules. Any payments made in connection with due diligence
activities will only be paid on a fully accountable basis and only for bona fide
due diligence activities. We will make payments or advances for sales
commissions and due diligence fees and expenses only for bona fide sales or due
diligence activities. We will require commissions and expenses to be proven by
receipt of duly signed subscription documents, invoices and other evidence
satisfactory to us. The sums we may expend in connection with due diligence
activities are included in the O & O expense allowance paid by each Partnership
to us. See "OUR COMPENSATION."
The dealer-manager agreement and the selling dealer agreements contain
provisions for the Partnerships to indemnify the participating selling dealers
with respect to some types of liabilities, including liabilities arising under
the Securities Act.
73
<PAGE>
SEGREGATION OF SUBSCRIPTION PAYMENTS
We will place all funds that the dealer-manager receives from
subscribers in an escrow account at The Chase Manhattan Bank N.A at a
Partnership's expense. We will do so beginning on the effective date of this
prospectus until we have accepted subscriptions for 12,000 units (or 37,500
units per Partnership in the case of residents of Pennsylvania) and the
subscribers have been admitted as limited partners on the initial closing date
(or a subsequent closing date in the case of Pennsylvania residents).
Thereafter, we will deposit funds received through the termination date in an
interest-bearing account pending the next closing.
We will promptly accept or reject subscriptions for units after we
receive a prospective investor's subscription documents and subscription funds.
Brokers have agreed to provide each investor with final prospectuses prior to an
investor signing a subscription agreement. Each subscriber has the right to
cancel his or her subscription for a period of five business days after the date
of receipt of a final prospectus. The initial closing date will be as soon as
practicable after the Partnership receives and accepts subscriptions for 12,000
units excluding, for this purpose, subscriptions from residents of Pennsylvania.
Subsequent to the initial closing date, we anticipate holding daily closings,
provided the number of subscribed units is sufficient to justify the burden and
expense of a closing. Once subscriptions total of 37,500 units per Partnership,
including subscriptions from residents of Pennsylvania, we will release from
escrow all subscription payments then remaining in escrow and terminate the
escrow agreement. Thereafter we will continue to deposit subscription payments
with The Chase Manhattan Bank N.A. in a special, segregated, interest-bearing
account which we will maintain during the offering period for the receipt and
investment of subscription payments. At each closing, the Partnership will admit
as limited partners, effective as of the next day, all subscribers whose
subscriptions have been received and accepted by the Partnership and who are
then eligible to be admitted to the Partnership. Pennsylvania subscribers are
not eligible to be admitted as limited partners prior to sale of 37,500 units
per Partnership. The funds representing their subscriptions will be released
from the escrow account or from the Partnerships' segregated subscription
account, as the case may be, to the Partnership.
We will remit to subscribers any interest earned on the subscription
funds of subscribers who are accepted and admitted as limited partners as soon
as practicable after their admission. If 12,000 units have not been subscribed
on or before the anniversary of the date on the cover of this prospectus, then
the Partnership will direct the escrow agent to release the applicable
subscription payments from escrow and return them promptly to subscribers,
together with all interest earned on the subscriptions, and the Partnership will
be terminated. For a subscriber from Pennsylvania, this will happen if 37,500
units per Partnership have not be sold within 120 days of the escrow agent's
receipt of their subscription, and the subscriber has been offered and has
elected to rescind his or her subscription. We will apply the same procedure to
return subscription payments which are held in the escrow account for twelve
months from the date of this Prospectus. In addition, any proceeds from the sale
of units in a Partnership which have not been invested or committed for
investment within two years after the date of this prospectus, except for
reserves and necessary operating capital, will be returned, without interest, to
the limited partners in proportion to their respective investments. These
returned proceeds will include a return of the proportionate share of the O & O
expense allowance, underwriting fees and any sales commissions paid to us or any
of our affiliates.
74
<PAGE>
- --------------------------------------------------------------------------------
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES
- --------------------------------------------------------------------------------
GENERAL SUITABILITY CONSIDERATIONS
Units are an illiquid asset. They are not freely transferable, there is
no public market in which to sell them, and none is expected to develop.
Therefore, only if your have adequate financial means, do not need liquidity and
are able to make a long-term investment should your purchase units. Units are
not an appropriate investment if you must rely on cash distributions from a
Partnership as an essential source of income to meet your necessary living
expenses.
Before purchasing units you should carefully consider the risk factors
of this investment, the lack of a market in which to sell for units, and the
resulting long-term nature of an investment in units. See "RISK
FACTORS"--"Partnership Risks" and--"Investment Risks".
You must meet the requirements described below to invest in a
Partnership. Because we do not have direct knowledge of your financial
situation, we will rely on what you tell us. In addition, brokers must have
reasonable grounds to believe that this investment is suitable for you.
Consequently, it is important that the information you provide is complete and
accurate. When evaluating your suitability for this investment using the
standards listed below, keep in mind that net worth does not include the value
of your home furnishings, personal automobiles and the equity in your home.
You must meet our basic suitability requirements to invest. In general,
you must either have:
(1) a net worth of at least $30,000 PLUS $30,000 of annual gross
income; or
(2) a net worth of at least $75,000.
CERTAIN STATE REQUIREMENTS. Residents of Alabama, Arizona, Arkansas,
California, Indiana, Iowa, Kansas, Minnesota, Nebraska, New Hampshire, New
Mexico, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, South Dakota, Texas,
Vermont and Washington Partnership must have either of the following in order to
invest:
(1) a net worth of at least $45,000 PLUS $45,000 of annual gross
income; or
(2) a net worth of at least $150,000.
Residents of Massachusetts and North Carolina must have either of the
following in order to invest:
(1) a net worth of at least $60,000 PLUS $60,000 of annual gross
income; or
(2) a net worth of at least $225,000.
If you are a Pennsylvania resident, your investment may not exceed 10%
of your net worth. If you are an Ohio resident, your investment may not exceed
10% of your liquid net worth.
Under all of the foregoing suitability standards, net worth must be
determined excluding the net fair market value of your home, home furnishings
and personal automobiles. The assets included in your net worth calculation must
be valued at their fair market value.
MINIMUM INVESTMENT
The minimum number of units you must purchase is 25. Residents of
Nebraska must purchase a minimum of 50 units. For IRAs and qualified plans, you
must purchase at least 10 units.
See the section of this prospectus entitled "INVESTOR SUITABILITY AND MINIMUM
INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" and the Subscription Agreement
for a more detailed explanation of state suitability requirements.
75
<PAGE>
SUITABILITY STANDARD FOR QUALIFIED PLANS AND IRAS
An IRA can purchase units if the IRA owner meets both the basic
suitability standard and any standard applicable in the owner's state of
residence.
Pension, profit-sharing or stock bonus plans, including Keogh Plans,
that meet the requirements of Section 401 of the Internal Revenue Code are
called qualified plans in this prospectus. Qualified plans that are
self-directed may purchase units if the plan participant meets both the basic
suitability standard and any standard applicable in the participant's state of
residence. Qualified plans that are not self-directed may purchase units if the
plan itself meets both our basic suitability standard and any relevant state
standard.
SUITABILITY STANDARD FOR OTHER FIDUCIARIES
When units are purchased for fiduciary accounts other than IRAs and
qualified plans, such as trusts, both the basic suitability standard and any
applicable state suitability standard must be met by either the fiduciary
account itself, or by the beneficiary on whose behalf the fiduciary is acting.
If you are both the fiduciary and the person who directly or indirectly supplies
the funds for the purchase of units, then you may purchase units for the
fiduciary account if you meet both the basic suitability standard and any
applicable state standard.
ADDITIONAL CONSIDERATIONS FOR IRAS, QUALIFIED PLANS, AND TAX-EXEMPT ENTITIES
An investment in units will not, in and of itself, create an IRA or
qualified plan. To form an IRA or qualified plan, an investor must comply with
all applicable provisions of the tax code and ERISA.
IRAs, qualified plans and other tax-exempt organizations should
consider the following when deciding whether to invest:
- any income or gain realized will be unrelated business taxable
income, which is subject to the unrelated business income tax;
- for qualified plans and IRAs, ownership of units may cause a
PRO RATA share of Partnership's assets to be considered plan
assets for the purposes of ERISA and the excise taxes imposed
by the tax code; and
- any entity that is exempt from federal income taxation will be
unable to take full advantage of any tax benefits generated by
a Partnership.
See "RISK FACTORS--Federal Income Tax Risks and ERISA Risks," "FEDERAL INCOME
TAX CONSEQUENCES--Taxation of Employee Benefit Plans and Other Tax-Exempt
Organizations" and "INVESTMENT BY QUALIFIED PLANS."
If you are a fiduciary or investment manager of a qualified plan or
IRA, or if your are a fiduciary of another tax-exempt organization, you should
consider all risks and investment concerns--including those unrelated to tax
considerations--in deciding whether this investment is appropriate and
economically advantageous for your plan or organization. See "RISK FACTORS",
"INVESTMENT OBJECTIVES AND POLICIES", "FEDERAL INCOME TAX CONSEQUENCES" and
"INVESTMENT BY QUALIFIED PLANS."
Although the we believe that units may represent suitable investments
for some IRAs, qualified plans, and other tax-exempt organizations, units may
not be suitable for your plan or organization due to the particular tax rules
that apply to it. For example, we believe that units will generally not be a
suitable investment for charitable remainder trusts. Furthermore, the investor
suitability standards represent minimum requirements, and that fact that your
plan or organizations satisfies them does not mean that an investment would be
suitable. You should consult your plan's tax and financial advisors to determine
whether this investment would be advantageous for your particular situation.
76
<PAGE>
TRANSFER OF UNITS
Units are subject to substantial transfer restrictions and may be
transferred only under certain circumstances and then subject to certain
conditions. See "TRANSFER OF UNITS--Restrictions on the Transfer of Units". One
condition is that you may sell or transfer your units only to a recipient who
meets all applicable suitability standards. In addition, the transfer of units
may subject you to the securities laws of the state or other jurisdiction in
which the transfer is deemed to take place. Furthermore, if you transfer less
than all of your units, you must generally retain a sufficient number of units
to satisfy the minimum investment standard applicable to you. The recipient must
also own a sufficient number of units to meet the minimum investment standard.
If the transfer is effected through a member firm of the National
Association of Securities Dealers, Inc. (the NASD), the member firm must be
satisfied that a proposed buyer meets the financial and net worth suitability
requirements specified in the NASD's conduct rules. The conduct rules also
require the member firm to inform the proposed buyer of all pertinent facts
relating to the liquidity and marketability of the units.
ADDITIONAL TRANSFER RESTRICTION FOR RESIDENTS OF CALIFORNIA
California law requires that all certificates for units that we issue
to residents of California, or that are subsequently transferred to residents of
California, bear the following legend:
"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."
SUBSCRIBER REPRESENTATIONS
Each potential investor, whom we sometimes call a subscriber, must sign
the Subscription Agreement found on pages C-1 to C-4.
By your signature and initials in Section 5 of the Subscriber Agreement
(on page C-3), you are indicating your desire to become a limited partner and to
be bound by all the terms of the Partnership Agreement. You also appoint the us,
as the general partner, to be your true and lawful attorney-in-fact to sign
documents, including the Partnership Agreement, that may be required for the
your admission as a limited partner.
Your signature and initials in Section 5 also serve as your affirmation
that the representations printed in that section and on page C-4 of the
Subscription Agreement are true, by which you confirm that:
(1) you have received a copy of the prospectus;
(2) you have read the General Instructions on Page C-2 of the
Subscription Agreement;
(3) you understand that an investment in units is not a liquid
investment;
(4) you affirm that we may rely on the accuracy of the factual
data about yourself that you report in the Subscription
Agreement, including your representation that:
(a) if you are purchasing units for an IRA, qualified
plan or other benefit plan, you have accurately
identified the subscriber as such;
(b) you have accurately identified yourself, or the
investing entity, as either a U.S. citizen or a
non-U.S. citizen, having determined citizenship in
the manner described below;
(c) you have accurately reported your social security
number or the federal taxpayer identification number
of the investing entity; and
(d) you are not subject to backup withholding of federal
income taxes; and
(5) you understand that we may, in our sole discretion, reject
your investment in whole or part for any
77
<PAGE>
reason.
We will require that EVERYONE who wishes to purchase units make these
representations in order to assist NASD-registered securities sales
representatives, selling dealers and the dealer-manager in determining whether
this investment is suitable for each subscriber. We will rely upon the accuracy
and completeness of the your representations in complying with our obligations
under state and federal securities laws, and may use these representations as a
defense in a lawsuit by subscribers or securities regulatory agencies.
The Subscription Agreement asks that you acknowledge receipt of this
prospectus and of the instruction to rely only on information contained in this
prospectus, so that we may make an informed judgment as to whether we should
accept your offer to subscribe for units. We recognize that in the sales process
a potential investor will usually discuss a Partnership with his or her
registered representative. It is possible that you may misunderstand what you
are told or that someone might tell you something different from, or contrary
to, the information contained in this prospectus. You might also read or hear
something which contradicts the data and information contained in this
prospectus from sources over which we have no control and for which neither we
nor our dealer-manager is responsible.
If a you becomes a limited partner and later make claims against a
Partnership, the dealer-manager, and/or us alleging that you did not receive a
prospectus for this offering--or that although you received a prospectus you
relied on information that is contradictory to that disclosed in this
prospectus--then we anticipate relying on the representations you made in your
Subscription Agreement in our defense. You signature on the Subscription
Agreement is your acknowledgment that you did receive this prospectus, and that
we instructed you to rely exclusively on the prospectus and not to rely on any
other information or representations in your investment decision.
CONFLICTS OF INTEREST
The General Instructions on page C-2 of the Subscription Agreement ask
you to review the disclosures in this prospectus concerning certain conflicts of
interest we face, certain risks involved in this investment, and possible
adverse effects on the federal income tax benefits which may be available as a
result your purchase of units. These disclosures are found in the sections
entitled "RISK FACTORS", "CONFLICTS OF INTEREST", "MANAGEMENT" and "FEDERAL
INCOME TAX CONSIDERATIONS".
We included this instruction because, as this investment involves
inherent conflicts of interest and risks, we do not intend to admit you as a
limited partner unless we have reason to believe that you are aware of the risks
involved in this investment. If you become a limited partner and later make
claims against a Partnership, the dealer-manager and/or us to the effect that
you were not aware that this investment involved the inherent risks described in
this prospectus, we, the Partnerships, and the dealer-manager anticipate relying
on this instruction as evidence that you were aware of the degree of risk
involved in this investment.
CO-SIGNATURE BY SELLING DEALER
Selling dealers must countersign each Subscription Agreement for
subscribers solicited by their firm. By this signature, the selling dealer
certifies that it has obtained information from the potential investor
sufficient to enable the selling dealer to determine that the investor has
satisfied the investor suitability standards described in this prospectus. Since
we, each Partnership and the dealer-manager will not have had the opportunity to
obtain financial information directly from a subscriber, we will rely on the
selling dealer's representation to determine whether to admit a subscriber as a
limited partner. If you become a limited partner and later make claims against a
Partnership, the dealer-manager and/or us alleging that the units were not a
suitable investment because you did not meet the financial requirements
contained in the investor suitability standards, we, the Partnerships and the
dealer-manager anticipate relying upon the selling dealer's representation as
evidence that the you did meet the financial requirements for this investment.
BINDING EFFECT OF THE PARTNERSHIP AGREEMENT
The representation in the Subscription Agreement that you have agreed
to all the terms and conditions of the Partnership Agreement is necessary
because we and every limited partner are bound by all of the terms and
conditions of that agreement, notwithstanding the fact that limited partners do
not actually sign the Partnership Agreement. Though you do not actually sign the
Partnership Agreement, your signature on the Subscription Agreement gives us the
power of attorney pursuant to which we obligate you to each of the terms and
conditions of the Partnership Agreement.
If you become a limited partner and later makes claims against us, a
Partnership or the dealer-manager that you did not agree to be bound by all of
the terms of the Partnership Agreement and the Subscription Agreement, we, the
Partnership and the dealer-manager anticipate relying on your representation and
on the power of attorney as evidence of your agreement to
78
<PAGE>
be bound by all the terms of the Partnership Agreement.
CITIZENSHIP
Federal law restricts the extent to which aircraft and marine vessels
which are registered in the United States may be owned or controlled by people
who are not United States citizens. For these purposes, "United States citizens"
are:
(1) individuals who are citizens of the United States or one of
its possessions;
(2) for aircraft, partnerships in which each partner is an
individual who is a citizen of the United States, and for
vessels, partnerships in which at least 75% of the equity is
held by citizens of the United States,
(3) certain trusts, the trustees of which are citizens of the
United States, provided that:
(a) 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
(b) in the case of vessels, each of the beneficiaries of
the trust is a citizen of the United States; and
(4) 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 these rules, a Partnership may transfer title of
certain aircraft and vessels to a trust of which the Partnership is the sole
beneficiary, or to a limited partnership beneficially owned by the Partnership,
or to a limited liability company of which the Partnership is a member. See
"RISK FACTORS--Partnership Risks."
In addition, all investors 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 non-United States citizens. We
will not admit a non-United States citizen as a limited partner to a
Partnership if admitting that investor would result in the potential
invalidation of equipment registration in the United States.
HOW TO SUBSCRIBE
If you are an individual investor, you must personally sign the
Subscription Agreement and deliver it, together with a check for all
subscription monies payable in connection with your subscription, to a
securities sales representative. In the case of IRA, SEP and Keogh Plan owners,
both the owner 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, the donor must sign the Subscription Agreement. In the case of other
fiduciary accounts in which the donor neither exercises control over the account
nor is a fiduciary of the account, 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 purchase of units should be made payable to "ICON Income Fund
Eight Escrow Account." After the initial closing date, checks for the purchase
of units should be made payable to "ICON Income Fund Eight Subscription Account"
for deposit into an interest bearing account pending the next closing.
We will promptly review each subscription, and will accept or decline
to accept you as a limited partner in our sole and absolute discretion. If we
accept your subscription, either we or an agent of ours will give you prompt
written confirmation of your admission as a limited partner.
We, our affiliates and the selling dealers (and our and their
respective officers and employees) will have the right, but not the obligation,
to subscribe for and purchase units for our (and their) own account for
investment purposes, subject to the terms and conditions contained in this
prospectus. This includes the right to purchase units on or before the initial
closing date; up to 600 of the units so purchased will count toward the
achievement of the minimum offering. We, and our affiliates (and our and their
respective officers and employees) may not purchase more than 10% of the number
of units subscribed for by all non-affiliated investors.
The NASD's conduct rules require that any member of or person
associated with the dealer-manager or a selling dealer who sells or offers to
sell units must make every reasonable effort to assure that a potential
subscriber is a suitable investor for this investment in light of such
subscriber's age, education level, knowledge of investments, need for liquidity,
net
79
<PAGE>
worth and other pertinent factors. The conduct rules further require each
selling dealer to make a determination of suitability.
The State of Maine requires us to inform you that the dealer-manager
and each person selling units cannot rely on the representations made by a
subscriber in a Subscription Agreement alone in making a determination regarding
the suitability of the investment for the subscriber.
- --------------------------------------------------------------------------------
SALES MATERIAL
- --------------------------------------------------------------------------------
In addition to and apart from this prospectus, the Partnerships will
utilize sales material in connection with the offering of units. This material
may include reports describing us and our affiliates, summary descriptions of
investments, pictures of equipment or facilities of lessees, materials
discussing our prior programs and a brochure and audio-visual materials or taped
presentations highlighting various features of this offering. We 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 in this prospectus or in its supplements, neither Partnership has
authorized the use of other sales materials in connection with this offering.
Although the information contained in other sale material does not conflict with
any of the information contained in this prospectus, the 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, nor as
incorporated in them by reference or as forming the basis of this offering of
the units.
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 its supplements or in supplemental sales literature issued by a
Partnership and described in this prospectus or in its supplements. If given or
made, you must not rely upon such information or representations. This
prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any securities other than the units, and does not constitute an offer to
sell in any jurisdiction where the solicitation would be unlawful. The delivery
of this prospectus at any time does not imply that the information contained in
it is correct as of any time other than its date.
- --------------------------------------------------------------------------------
EXPERTS
- --------------------------------------------------------------------------------
The audited financial statements of Fund Eight A as of December 31,
1998 and for the period then ended, the audited balance sheet of Fund Eight B
as of February 7, 2000, and the audited financial statements of ICON Capital
Corp. as of March 31, 1999 and 1998 and for each of the years then ended,
have been included herein and in reliance upon the reports of KPMG LLP,
independent certified public accountants, appearing elsewhere herein, upon
the authority of said firm as experts in accounting and auditing.
- --------------------------------------------------------------------------------
LEGAL MATTERS
- --------------------------------------------------------------------------------
Greene Radovsky Maloney & Share LLP provided us with an opinion on
the legality of the securities offered in this prospectus and the tax matters
set forth under "FEDERAL INCOME TAX CONSEQUENCES."
80
<PAGE>
- --------------------------------------------------------------------------------
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
units. This prospectus, which forms a part of the registration statement,
contains information concerning the Partnerships and includes a copy of the
Partnership Agreement to be utilized by the Partnerships, but it does not
contain all the information set forth in the registration statement and its
exhibits. The information omitted may be examined at the principal office of the
Securities and Exchange Commission located at 450 Fifth Street, N.W.,
Washington, D.C. 20549, without charge, and copies may be obtained from that
office upon payment of the fee prescribed by the rules and regulations of the
Securities and Exchange Commission.
- --------------------------------------------------------------------------------
TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS
- --------------------------------------------------------------------------------
Exhibit B contains prior performance and investment information for our
previous publicly-offered income-oriented programs: Series A; Series B; Series
C, Series D; Series E; L.P. Six; L.P. Seven; and Eight A. Table I through V of
Exhibit B contain unaudited information relating to these prior public programs,
their experience in raising and investing funds, the compensation they paid to
the us and our affiliates, their operating results of, and sales or dispositions
of investments by these prior public programs. PURCHASERS OF UNITS WILL NOT
ACQUIRE ANY OWNERSHIP 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. FUTURE RESULTS AND THE
ACHIEVEMENT OF INVESTMENT OBJECTIVES WILL IN LARGE PART DEPEND ON FACTS WHICH WE
CANNOT DETERMINE, INCLUDING THE RESIDUAL VALUE OF EQUIPMENT HELD BY THESE PRIOR
PUBLIC PROGRAMS.
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The audited financial statements of Fund Eight A as of December 31,
1998 and for the period then ended, the unaudited financial statements of
Fund Eight A as of September 30, 1999, the audited financial statements of
ICON Capital Corp. and subsidiaries for the years ended March 31, 1999 and
1998, the unaudited financial statements of ICON Capital Corp. and
subsidiaries for the six months ended September 30, 1999, and the audited
balance sheet of Fund Eight B as of February 7, 2000 are included in this
prospectus. Notwithstanding the inclusion of our financial statements, by
purchasing units, you should be aware that you are not purchasing an interest
in ICON Capital Corp., its subsidiaries, or in any of our affiliates or in
any of our prior public programs.
81
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
ICON INCOME FUND EIGHT A L.P. PAGE
<S> <C>
Unaudited Consolidated Financial Statements - September 30, 1999 and December
31, 1998....................................................................................... 83
Balance Sheets at September 30, 1999 and December 31, 1998................................. 84
Statements of Operations for the Three Months and Nine Months Ended September 30, 1999..... 86
Statements of Changes in Partners' Equity for the Nine Months Ended
September 30, 1999, and the Period July 9, 1997 (date of inception) to
December 31, 1998........................................................................ 87
Statements of Cash Flows for the Nine Months Ended September 30, 1999...................... 88
Notes to Consolidated Financial Statements................................................. 91
Audited Consolidated Financial Statements - December 31, 1998..................................... 94
Independent Auditors' Report............................................................... 95
Balance Sheet at December 31, 1998......................................................... 96
Statement of Operations for the Period July 9, 1997 (date of
inception) to December 31, 1998.......................................................... 97
Statement of Changes in Partners' Equity for the Period July 9, 1997
(date of inception) to December 31, 1998................................................. 98
Statement of Cash Flow for the Period July 9, 1997 (date of inception) to
December 31, 1998........................................................................ 99
Notes to Consolidated Financial Statements................................................. 101
ICON INCOME FUND EIGHT B L.P.
Audited Balance Sheet - February 7, 2000.......................................................... 106
Independent Auditors' Report............................................................... 107
Balance Sheet at February 7, 2000.......................................................... 108
Notes to Balance Sheet..................................................................... 109
ICON CAPITAL CORP.
Unaudited Financial Statements - September 30, 1999............................................... 110
Balance Sheets at September 30, 1999 and March 31, 1999.................................... 111
Statements of Income for the Six Months Ended September 30,
1999 and September 30, 1998.............................................................. 112
Statements of Changes in Stockholder's Equity for the Six Months Ended
September 30, 1999....................................................................... 113
Statements of Cash Flows for the Six Months Ended September 30, 1999 and
September 30, 1998....................................................................... 114
Notes to Financial Statements.............................................................. 115
Audited Financial Statements - March 31, 1999 and 1998............................................ 118
Independent Auditors' Report............................................................... 119
Balance Sheets at March 31, 1999 and December 31, 1998..................................... 120
Statements of Income for the Years Ended March 31, 1999 and March 31,
1998..................................................................................... 121
Statements of Changes in Stockholder's Equity for the Years Ended March
31, 1999, and March 31, 1998............................................................. 122
Statements of Cash Flows for the Years Ended March 31, 1999 and March
31, 1998................................................................................. 123
Notes to Financial Statements.............................................................. 124
</TABLE>
82
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
83
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---- ----
Assets
------
<S> <C> <C>
Cash $ 1,984,921 $ 2,283,067
-------------- ---------------
Investment in finance leases
Minimum rents receivable 70,595,412 42,719,705
Estimated unguaranteed residual values 41,806,931 14,931,068
Initial direct costs 2,420,498 1,413,816
Unearned income (27,732,287) (14,262,735)
Allowance for doubtful accounts (385,000) -
--------------- ---------------
86,705,554 44,801,854
--------------- ---------------
Investment in operating leases 38,728,000 -
-------------- ---------------
Investment in estimated unguaranteed residual value 1,150,000 -
-------------- ---------------
Investment in unconsolidated joint venture 3,004,527 -
-------------- ---------------
Other assets 293,849 44,658
-------------- ---------------
Total assets $ 131,866,851 $ 47,129,579
-------------- ---------------
-------------- ---------------
</TABLE>
(continued on next page)
84
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---- ----
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
<S> <C> <C>
Notes payable - non-recourse $ 81,068,879 $ 28,758,019
Note payable - line of credit 5,000,000 5,000,000
Accounts payable - equipment 3,686,902 -
Accounts payable to General Partner and affiliates, net 426,624 1,232,922
Security deposits, deferred credits and other payables 395,518 172,918
Minority interest in consolidated joint venture 118,244 170,880
-------------- ---------------
90,696,167 35,334,739
-------------- ---------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (15,357) 618
Limited partners (491,407.04 and 136,786.33
units outstanding, $100 per unit original
issue price) 41,186,041 11,794,222
-------------- ---------------
Total partners' equity 41,170,684 11,794,840
-------------- ---------------
Total liabilities and partners' equity $ 131,866,851 $ 47,129,579
-------------- ---------------
-------------- ---------------
</TABLE>
See accompanying notes to consolidated financial statements.
85
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 1999
------------------ ------------------
<S> <C> <C>
Revenues
Finance income $ 2,288,637 $ 5,535,159
Interest income and other 27,731 82,772
Income from investment in unconsolidated joint venture 4,527 4,527
------------- -------------
Total revenues 2,320,895 5,622,458
------------- -------------
Expenses
Interest 1,083,223 2,682,194
Provision for bad debts - 385,000
Management fees - General Partner 378,553 754,727
Administrative expense reimbursements - General Partner 132,979 282,651
Amortization of initial direct costs 220,997 563,499
General and administrative 132,461 193,137
Minority interest expense in consolidated joint venture 5,060 15,556
------------- -------------
Total expenses 1,953,273 4,876,764
------------- -------------
Net income $ 367,622 $ 745,694
------------- -------------
------------- -------------
Net income allocable to:
Limited partners $ 363,946 $ 738,237
General Partner 3,676 7,457
------------- -------------
$ 367,622 $ 745,694
------------- -------------
------------- -------------
Weighted average number of limited
partnership units outstanding 441,905 323,641
------------- -------------
------------- -------------
Net income per weighted average
limited partnership unit $ .82 $ 2.28
------------- -------------
------------- -------------
</TABLE>
See accompanying notes to consolidated financial statements.
86
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
AND FOR THE PERIOD FROM JULY 9, 1997 (DATE OF INCEPTION) TO
DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Initial Partners'
capital contribution
May 6, 1998 $ 1,000 $ 1,000 $ 2,000
Refund of initial
limited partners'
capital contribution (1,000) - (1,000)
Proceeds from issuance
of limited partnership
units (136,786.33 units) 13,678,633 - 13,678,633
Sales and
offering expenses (1,846,616) - (1,846,616)
Cash distributions
to partners $ .40 $ .28 (64,728) (654) (65,382)
Net income 26,933 272 27,205
--------------- ------------ --------------
Balance at
December 31, 1998 11,794,222 618 11,794,840
Proceeds from issuance
of limited partnership
units (354,620.71 units) 35,462,071 - 35,462,071
Sales and
offering expenses (4,545,973) - (4,545,973)
Cash distributions
to partners $ 4.71 $ 2.28 (2,262,516) (23,432) (2,285,948)
Net income 738,237 7,457 745,694
--------------- ------------ --------------
Balance at
September 30, 1999 $ 41,186,041 $ (15,357) $ 41,170,684
--------------- ------------ --------------
--------------- ------------ --------------
</TABLE>
See accompanying notes to consolidated financial statements.
87
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income $ 745,694
---------------
Adjustments to reconcile net income to
net cash provided by operating activities:
Income from investments in unconsolidated joint venture (4,527)
Provision for bad debts 385,000
Finance income portion of receivables paid directly
to lenders by lessees (4,188,513)
Interest expense on non-recourse financing paid
directly by lessees 2,540,009
Amortization of initial direct costs 563,499
Change in operating assets and liabilities:
Collection of principal - non-financed receivables 1,351,490
Miscellaneous receivables and other assets (147,434)
Security deposits, deferred credits and other payables 222,600
Accounts payable to General Partner and affiliates, net (806,298)
Minority interest in consolidated joint venture (52,636)
Other, net (214,809)
---------------
Total adjustments (351,619)
---------------
Net cash provided by operating activities 394,075
---------------
Cash flows from investing activities:
Equipment and receivables purchased (28,068,663)
Investment in unconsolidated joint venture (3,000,000)
Initial direct costs (2,799,938)
----------------
Net cash used in investing activities (33,868,601)
---------------
</TABLE>
(continued on next page)
88
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)
<TABLE>
<CAPTION>
1999
----
<S> <C>
Cash flows from financing activities:
Issuance of limited partnership units, net of offering expenses 30,916,098
Net proceeds received from non-recourse borrowings 4,546,230
Proceeds from note payable - line of credit 5,000,000
Payments on note payable - line of credit (5,000,000)
Cash distributions to partners (2,285,948)
---------------
Net cash provided by financing activities 33,176,380
---------------
Net decrease in cash (298,146)
Cash at beginning of period 2,283,067
---------------
Cash at end of period $ 1,984,921
---------------
---------------
</TABLE>
See accompanying notes to consolidated financial statements.
89
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
- ------------------------------------------------
For the nine months ended September 30, 1999, non-cash activities included
the following:
<S> <C>
Fair value of equipment and receivables
purchased for debt and payables $ (57,647,330)
Non-recourse notes payable assumed in
purchase price 53,960,428
Accounts payable - equipment 3,686,902
Principal and interest on direct
finance receivables paid directly
to lenders by lessees 11,833,443
Principal and interest on non-recourse
financing paid directly to lenders
by lessees (11,833,443)
---------------
$ -
---------------
---------------
</TABLE>
Interest expense of $2,682,194 consisted of interest expense on non-recourse
financing paid directly to lenders by lessees of $2,540,009 and interest on note
payable - line of credit of $142,185.
90
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
1. BASIS OF PRESENTATION
The consolidated financial statements of ICON Income Fund Eight A L.P.
(the "Partnership") have been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission (the "SEC") and, in the opinion of
management, include all adjustments (consisting only of normal recurring
accruals) necessary for a fair statement of income for each period shown.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such SEC rules and regulations. Management believes that the disclosures made
are adequate to make the information presented not misleading. The results
for the interim period are not necessarily indicative of the results for the
full year. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes included in
the Partnership's 1998 Annual Report on Form 10-K. The Partnership commenced
business operations on October 14, 1998 and as a result a comparative
consolidated statement of operations and a comparative consolidated statement
of cash flows are not presented.
2. RELATED PARTY TRANSACTIONS
Fees and other expenses paid or accrued by the Partnership to the
General Partner or its affiliates for the nine months ended September 30,
1999 were as follows:
<TABLE>
<S> <C> <C>
Underwriting commissions $ 709,241 Charged to Equity
Organization and offering 999,765 Charged to Equity
Acquisition fees 2,799,938 Capitalized
Management fees 754,727 Charged to Operations
Administrative expense
reimbursements 282,651 Charged to Operations
--------------
Total $ 5,546,322
--------------
--------------
</TABLE>
The Partnership and affiliates formed two joint ventures for the
purpose of acquiring and managing various assets. (See Note 3 for additional
information relating to the joint ventures.)
3. INVESTMENTS IN JOINT VENTURES
The Partnership and affiliates formed two joint ventures for the
purpose of acquiring and managing various assets.
91
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
AIC TRUST
In July 1999 the Partnership, ICON Cash Flow Partners L. P. Seven
("L. P. Seven") and ICON Cash Flow Partners L.P. Six ("L.P. Six") formed a
joint venture, ("AIC Trust"), for the purpose of managing a portfolio of
lease assets. Profit, losses, excess cash and disposition proceeds are
allocated based on the Partnership's interest in the venture. The Partnership
has acquired a 43.7% interest in the venture during the quarter ending
September 30, 1999. The Partnership has less than a 50% interest in the
venture which is accounted for in the financial statements of the Partnership
under the equity method.
Information as to the unaudited financial position and results of
operations of the venture as of and for the period of inception through
September 30, 1999 is summarized below:
<TABLE>
<CAPTION>
September 30, 1999
------------------
<S> <C>
Assets $ 23,935,001
--------------
--------------
Liabilities $ 17,215,135
--------------
--------------
Equity $ 6,719,866
--------------
--------------
Partnership's share of equity $ 3,004,527
--------------
--------------
<CAPTION>
Period of Inception Through
September 30, 1999
------------------
Net income $ 17,082
--------------
--------------
Partnership's share of net income $ 4,527
--------------
--------------
</TABLE>
ICON BOARDMAN FUNDING L.L.C.
In December 1998 the Partnership and three affiliates, ICON Cash Flow
Partners, L.P., Series C ("Series C"), ICON Cash Flow Partners L.P. Six
("L.P. Six") and ICON Cash Flow Partners L.P. Seven ("L.P. Seven") formed
ICON Boardman Funding L.L.C. ("ICON BF"), for the purpose of acquiring a
lease with Portland General Electric. The purchase price totaled $27,421,810,
and was funded with cash and non-recourse debt assumed in the purchase price.
The Partnership, Series C, L.P. Six and L.P. Seven received a 98.5%, .5%, .5%
and .5% interest, respectively, in ICON BF. The Partnership's financial
statements include 100% of the assets and liabilities of ICON BF. Series C,
L.P. Six and L.P. Seven's investments in ICON BF have been reflected as
"minority interests in joint venture." Simultaneously with the acquisition of
the Portland General Electric lease by ICON BF, a portion of the rent
receivable in excess of the senior debt payments was acquired by L.P. Six
from ICON BF for $3,801,108. No gain or loss was recognized on this
transaction.
92
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
On March 30, 1999, ICON BF exercised it right to acquire L.P.
Six's investment in a portion of the rent receivable in excess of the
senior debt payments for $3,097,637 and simultaneously financed, with a
third party, all of the rent receivable in excess of the senior debt
payments. There was no gain or loss to L.P. Six on this transaction. ICON
BF received $7,643,867 from the financing. The proceeds from the
financing, net of the purchase of L.P. Six's investment, were distributed
to the members of ICON BF in accordance with their ownership interests.
The Partnership's interest in ICON Boardman Funding L.L.C. is
majority owned and therefore consolidated in the financial statements of the
Partnership.
4. FINANCIAL REPORTING FOR THE PERIOD JULY 9, 1997 TO DECEMBER 31, 1997
The Partnership was formed on July 9, 1997. There was no
reportable activity for the Partnership for the period July 9, 1997 through
December 31, 1997. The Partnership's initial capital contribution was made
on May 6, 1998 and the Partnership commenced business operations on October
14, 1998.
93
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
(With Independent Auditors' Report Thereon)
94
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Income Fund Eight A L.P.:
We have audited the accompanying consolidated balance sheet of ICON Income Fund
Eight A L.P. (a Delaware limited partnership) as of December 31, 1998, and the
related consolidated statement of operations, changes in partners' equity, and
cash flows for the period July 9, 1997 (date of inception) to December 31, 1998.
These consolidated financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
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 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ICON Income Fund
Eight A L.P. as of December 31, 1998, and the results of its operations and its
cash flows for the period July 9, 1997 (date of inception) to December 31, 1998,
in conformity with generally accepted accounting principles.
/s/ KPMG LLP
------------------------------
KPMG LLP
March 12, 1999
New York, New York
95
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
<TABLE>
<S> <C>
Assets
Cash $ 2,283,067
--------------
Investment in finance leases
Minimum rents receivable 42,719,705
Estimated unguaranteed residual values 14,931,068
Initial direct costs 1,413,835
Unearned income (14,262,754)
-------------
44,801,854
-------------
Other assets 44,658
-------------
Total assets $ 47,129,579
--------------
--------------
LIABILITIES AND PARTNERS' EQUITY
Notes payable - non-recourse $ 28,758,019
Note payable - line of credit 5,000,000
Accounts payable - General Partner and affiliate, net 1,232,922
Accounts payable - other 172,918
Minority interests in consolidated joint venture 170,880
--------------
35,334,739
--------------
Commitments and Contingencies
Partners' equity
General Partner 618
Limited partners (136,786.33 units
outstanding, $100 per unit original issue price) 11,794,222
--------------
Total partners' equity 11,794,840
--------------
Total liabilities and partners' equity $ 47,129,579
--------------
--------------
</TABLE>
See accompanying notes to consolidated financial statements.
96
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD JULY 9, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1998
<TABLE>
<S> <C>
Revenues
Finance income $ 23,869
Interest income and other 23,129
-------------
Total revenues 46,998
-------------
Expenses
General and administrative 10,673
Interest 4,590
Amortization of initial direct costs 3,179
Administrative expense
reimbursements - General Partner 956
Management fees - General Partner 395
-------------
Total expenses 19,793
-------------
Net income $ 27,205
-------------
-------------
Net income allocable to:
Limited partners $ 26,933
General Partner 272
-------------
$ 27,205
-------------
-------------
Weighted average number of limited
partnership units outstanding 95,236
-------------
-------------
Net income per weighted average
limited partnership unit $ .28
-------------
-------------
</TABLE>
See accompanying notes to consolidated financial statements.
97
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
FOR THE PERIOD FROM JULY 9, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
LIMITED PARTNER DISTRIBUTIONS
-----------------------------
RETURN OF INVESTMENT LIMITED GENERAL
CAPITAL INCOME PARTNERS PARTNER TOTAL
------- ------ -------- ------- -----
(PER WEIGHTED AVERAGE UNIT)
<S> <C> <C> <C> <C> <C>
Initial partners'
capital contribution
May 6, 1998 $ 1,000 $ 1,000 $ 2,000
Refund of initial
limited partners'
capital contribution (1,000) - (1,000)
Proceeds from issuance
of limited partnership
units (136,786.33 units) 13,678,633 13,678,633
Sales and offering expenses (1,846,616) (1,846,616)
Cash distributions to partners $ .40 $ .28 (64,728) (654) (65,382)
Net income 26,933 272 27,205
------------- ------------ ------------
Balance at
December 31, 1998 $ 11,794,222 $ 618 $ 11,794,840
------------- ------------ ------------
------------- ------------ ------------
</TABLE>
See accompanying notes to consolidated financial statements.
98
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CASH FLOWS FOR
THE PERIOD JULY 9, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities:
Net income $ 27,205
--------------
Adjustments to reconcile net income to
net cash provided by operating activities:
Finance income portion of receivables paid directly
to lenders by lessees (6,266)
Interest expense on non-recourse financing paid
directly by lessees 4,590
Amortization of initial direct costs 3,179
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 47,915
Other assets (44,658)
Minority interests in consolidated joint venture 170,880
Accounts payable to General Partner and affiliates, net 1,232,922
Accounts payable - other 172,918
Other, net 1,392
--------------
Total adjustments 1,582,872
--------------
Net cash provided by operating activities 1,610,077
--------------
Cash flows from investing activities:
Equipment and receivables purchased (18,479,739)
Initial direct costs (1,417,014)
--------------
Net cash used in investing activities (19,896,753)
---------------
Cash flows from financing activities:
Initial partners' capital contribution 2,000
Issuance of limited partnership units,
net of offering expenses 11,832,017
Proceeds from note payable - line of credit 5,000,000
Proceeds from sale of receivables 3,801,108
Cash distributions to partners (65,382)
---------------
Net cash provided by financing activities 20,569,743
--------------
Net increase in cash 2,283,067
Cash at beginning of the period -
--------------
Cash at end of year $ 2,283,067
--------------
--------------
</TABLE>
See accompanying notes to consolidated financial statements.
99
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
For the period ended December 31, 1998, non-cash activities included the
following:
<TABLE>
<S> <C>
Fair value of equipment and receivables purchased for debt $ (28,753,429)
Non-recourse notes payable assumed in purchase price 28,753,429
---------------
$ -
---------------
---------------
</TABLE>
See accompanying notes to consolidated financial statements.
100
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. ORGANIZATION
ICON Income Fund Eight A L.P. (the "Partnership") was formed on July 9,
1997 as a Delaware limited partnership with an initial capitalization of $2,000.
It was formed to acquire various types of equipment, to lease such equipment to
third parties and, to a lesser degree, to enter into secured financing
transactions. The Partnership's maximum offering is $75,000,000. The Partnership
commenced business operations on its initial closing date, October 14, 1998,
with the admission of 12,000 limited partnership units at $100 per unit
representing $1,200,000 of capital contributions. As of December 31, 1998,
124,786.33 additional units had been admitted into the Partnership with
aggregate gross proceeds of $12,478,633 bringing the total admission to
136,786.33 units totaling $13,678,633 in capital contributions.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner will manage and
control the business affairs of the Partnership's equipment, leases and
financing transactions under a management agreement with the Partnership.
ICON Securities Corp., an affiliate of the General Partner, has and will
receive an underwriting commission on the gross proceeds from sales of all
units. The total underwriting compensation to be paid by the Partnership,
including underwriting commissions, sales commissions, incentive fees, public
offering expense reimbursements and due diligence activities will be limited to
13.5% of gross proceeds up to $25,000,000, 13.0% of gross proceeds from
$25,000,000 to $50,000,000 and 12.5% of gross offering proceeds from $50,000,000
to $75,000,000. Such offering expenses aggregated $1,846,616 (including $752,325
paid to the General Partner or its affiliates (See Note 6) and were charged
directly to limited partners' equity.
Profits, losses, cash distributions and disposition proceeds will be
allocated 99% to the limited partners and 1% to the General Partner until each
limited partner has received cash distributions and disposition proceeds
sufficient to reduce its adjusted capital contribution account to zero and
receive, in addition, other distributions and allocations which would provide a
10% per annum cumulative return on its outstanding adjusted capital contribution
account. After such time, the distributions will be allocated 90% to the limited
partners and 10% to the General Partner.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting and Presentation - The Partnership's records are
maintained on the accrual basis. The preparation of financial statements in
conformity with generally accepted accounting principles requires the
101
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
General Partner's management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from those estimates. In addition, management is required to
disclose contingent assets and liabilities.
Consolidation - The consolidated financial statements include the accounts
of the Partnership and its majority owned subsidiary, ICON Boardman Funding
L.L.C. ("ICON BF"). All inter-company accounts and transactions have been
eliminated. The Partnership accounts for its interests in less than 50% owned
joint ventures under the equity method of accounting. In such cases, the
Partnership's original investments are recorded at cost and adjusted for its
share of earnings, losses and distributions thereafter.
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases. For finance leases, the Partnership records, at the
inception of the lease, the total minimum lease payments receivable, the
estimated unguaranteed residual values, the initial direct costs related to the
leases and the related unearned income. Unearned income represents the
difference between the sum of the minimum lease payments receivable plus the
estimated unguaranteed residual minus the cost of the leased equipment. Unearned
income is recognized as finance income over the terms of the related leases
using the interest method. Initial direct costs of finance leases are
capitalized and are amortized over the terms of the related leases using the
interest method. Each lease is expected to provide aggregate contractual rents
that, along with residual proceeds, return the Partnership's cost of its
investments along with investment income.
Disclosures About Fair Value of Financial Instruments - Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments, except for lease related instruments. Separate disclosure of fair
value information as of December 31, 1998 with respect to the Company's assets
and certain liabilities is not provided because (i) SFAS No. 107 does not
require disclosures about the fair value of lease arrangements and (ii) the
carrying value of financial assets, other than lease related investments, and
certain payables approximates market value and (iii) fair value information
concerning certain non-recourse debt obligations is not practicable to estimate
without incurring excessive costs to obtain all the information that would be
necessary to derive a market rate.
Impairment of Estimated Residual Values - The Partnership follows
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of."
The Partnership's policy with respect to impairment of estimated residual
values is to review, on a quarterly basis, the carrying value of its residuals
on an individual asset basis to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable and, therefore, an impairment loss should be recognized. The events
or changes in circumstances which generally indicate that the residual value of
an asset has been impaired are (i) the estimated fair value of the underlying
equipment is less than the Partnership's carrying value or (ii) the lessee is
experiencing financial difficulties and it does not appear likely that the
estimated proceeds from disposition of the asset will be sufficient to satisfy
the remaining obligation to the non-recourse lender and the Partnership's
residual position. Generally in the latter situation, the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee
102
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
remits their rental payments directly to the lender and the Partnership does not
recover its residual until the non-recourse note obligation is repaid in full.
The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Partnership from release or resale of the equipment. Generally,
quoted market prices are used as the basis for measuring whether an impairment
loss should be recognized.
Income Taxes - No provision for income taxes has been made as the
liability for such taxes is that of each of the partners rather than the
Partnership.
New Accounting Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
SFAS No. 133 is effective for all quarters of fiscal years beginning after June
15, 1999. The adoption of SFAS No. 133 is not expected to have a material effect
on the Partnership's net income, partners' equity or total assets.
3. INVESTMENT IN JOINT VENTURE
The Partnership and affiliates formed the joint venture discussed below
for the purpose of acquiring and managing various assets.
ICON Boardman Funding L.L.C.
In December 1998 the Partnership and three affiliates, ICON Cash Flow
Partners, L.P., Series C ("Series C"), ICON Cash Flow Partners L.P. Six ("L.P.
Six") and ICON Cash Flow Partners L.P. Seven ("L.P. Seven") formed ICON Boardman
Funding L.L.C. ("ICON BF"), for the purpose of acquiring a lease with Portland
General Electric. The purchase price totaled $27,421,810, and was funded with
cash and non-recourse debt assumed in the purchase price. The Partnership,
Series C, L.P. Six and L.P. Seven received a 98.5%, .5%, .5% and .5% interest,
respectively, in ICON BF. The Partnership's financial statements include 100% of
the assets and liabilities of ICON BF. Series C, L.P. Six and L.P. Seven's
investments in ICON BF have been reflected as "minority interests in joint
venture." Simultaneously with the acquisition of the Portland General Electric
lease by ICON BF, the rent in excess of the senior debt payments was acquired by
L.P. Six for $3,801,108. No gain or loss was recognized on this transaction.
4. RECEIVABLES DUE IN INSTALLMENTS
Non-cancelable minimum annual amounts due on finance leases are as
follows:
<TABLE>
<CAPTION>
Year
----
<S> <C>
1999 $ 11,712,022
2000 8,192,984
2001 7,875,315
2002 3,294,285
2003 3,876,618
Thereafter 7,768,481
--------------
</TABLE>
103
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
$ 42,719,705
--------------
--------------
5. NOTES PAYABLE
Notes payable consists of notes payable non-recourse, which are being paid
directly to the lenders by the lessees, and note payable-line of credit. The
notes bear interest at rates ranging from 7.49% to 10.0%.
The Partnership and an affiliate, ICON Cash Flow Partners L.P. Seven
("L.P. Seven") entered into a joint line of credit agreement (the "Facility")
with a lender in December 1998. The maximum amount available under the Facility
is $5,000,000. The Facility is secured by eligible receivables and residuals and
bears interest at the rate of Prime plus one half percent. At December 31, 1998
the Partnership and L.P. Seven had $5,000,000 and $0, respectively, outstanding
under the Facility.
The above notes mature as follows:
<TABLE>
<CAPTION>
Notes Payable Note Payable
Year Non-Recourse Recourse Total
---- ---------------- -------------- --------------
<S> <C> <C> <C>
1999 $ 10,396,652 $ 5,000,000 $ 15,396,652
2000 6,272,573 - 6,272,573
2001 5,286,151 - 5,286,151
2002 1,861,518 - 1,861,518
2003 1,880,500 - 1,880,500
Thereafter 3,060,625 - 3,060,625
---------------- -------------- --------------
$ 28,758,019 $ 5,000,000 $ 33,758,019
---------------- -------------- --------------
---------------- -------------- --------------
</TABLE>
6. RELATED PARTY TRANSACTIONS
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the period ended December 31, 1998 were as
follows:
<TABLE>
<S> <C> <C>
Organization and offering expenses $ 478,752 Charged to equity
Underwriting commissions 273,573 Charged to equity
Acquisition fees 1,417,014 Capitalized
Administrative expense
reimbursements 956 Charged to operations
Management fees 395 Charged to operations
--------------
$ 2,170,690
--------------
--------------
</TABLE>
In December 1998 the Partnership and three affiliates, formed ICON Boardman
Funding LLC ("ICON BF"), for the purpose of acquiring a lease with Portland
General Electric. (See Note 3 for additional information relating to the
joint venture.)
104
<PAGE>
ICON INCOME FUND EIGHT A L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
7. TAX INFORMATION (UNAUDITED)
The following table reconciles net income for financial reporting purposes
to income for federal income tax purposes for the period ended December 31,
1998:
<TABLE>
<S> <C>
Net income per financial statements $ 27,205
Differences due to:
Direct finance leases 15,665
Depreciation (1,995,119)
Provision for losses -
Loss on sale of equipment -
Other -
-------------
Partnership income for
federal income tax purposes $ (1,952,249)
-------------
-------------
</TABLE>
As of December 31, 1998, the partners' capital accounts included in the
financial statements totaled $11,794,840 compared to the partners' capital
accounts for federal income tax purposes of $11,663,001 (unaudited). The
difference arises primarily from commissions reported as a reduction in the
partners' capital accounts for financial reporting purposes but not for federal
income tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.
105
<PAGE>
ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
BALANCE SHEET
FEBRUARY 7, 2000
(With Independent Auditors' Report Thereon)
106
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Income Fund Eight B L.P.:
We have audited the accompanying balance sheet of ICON Income Fund Eight B L.P.
(a Delaware limited partnership) as of February 7, 2000. 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 B L.P. as of
February 7, 2000, in conformity with generally accepted accounting principles.
KPMG LLP
February 7, 2000
New York, New York
107
<PAGE>
ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
BALANCE SHEET
FEBRUARY 7, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash $ 2,000
---------
$ 2,000
---------
---------
<CAPTION>
LIABILITIES AND PARTNERS' EQUITY
<S> <C>
Commitments and Contingencies
Partners' Equity
General Partner $ 1,000
Limited Partner 1,000
---------
$ 2,000
---------
---------
</TABLE>
See accompanying notes to balance sheet.
108
<PAGE>
ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO BALANCE SHEET
FEBRUARY 7, 2000
(1) THE PARTNERSHIP
ICON Income Fund Eight B L.P. (the "Partnership"), was formed on February
7, 2000 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.
109
<PAGE>
ICON CAPITAL CORP.
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
110
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1999 1999
---- ----
<S> <C> <C>
ASSETS
Cash $ 123,474 $ 774,338
Receivables from related parties 4,979,832 3,613,449
Receivables from related parties - managed partnerships 157,806 475,000
Prepaid and other assets 294,073 269,898
Deferred charges 512,464 792,437
Fixed assets and leasehold improvements, at cost, less accumulated
depreciation and amortization of $566,005 and $318,078 1,710,560 1,937,646
------------ -------------
Total assets $ 7,778,209 $ 7,862,768
------------ -------------
------------ -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 1,690,214 $ 1,971,710
Capital lease obligations 1,460,108 1,557,081
Deferred income taxes, net 1,051,998 876,245
Deferred gain on sale of furniture and fixtures 757,109 853,761
------------ -------------
Total liabilities 4,959,429 5,258,797
------------ -------------
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 3,187,580 2,972,771
------------ -------------
3,918,780 3,703,971
Note receivable from stockholder (1,100,000) (1,100,000)
------------ -------------
Total stockholder's equity 2,818,780 2,603,971
------------ -------------
Total liabilities and stockholder's equity $ 7,778,209 $ 7,862,768
------------ -------------
------------ -------------
</TABLE>
See accompanying notes to financial statements.
111
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
SIX MONTHS ENDING SEPTEMBER 30,
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Revenues:
Fees - managed partnerships $ 6,595,469 $ 6,264,922
Servicing fee - securitizations 131,413 150,734
Interest income and other 29,226 23,384
Management fees - securities - 512,082
-------------- --------------
Total revenues 6,756,108 6,951,122
-------------- --------------
Expenses:
Management fee - Parent 3,569,193 -
General and administrative fee - Parent 1,056,351 -
Selling, general and administrative 962,398 5,928,970
Amortization of deferred charges 548,694 891,085
Depreciation and amortization (net of deferred gain Note 4) 151,274 134,893
Interest expense 77,636 89,484
-------------- --------------
Total expenses 6,365,546 7,044,432
-------------- --------------
Income before provision for income taxes 390,562 (93,310)
Provision for income taxes 175,753 -
-------------- --------------
Net income (loss) $ 214,809 $ (93,310)
-------------- --------------
-------------- --------------
</TABLE>
See accompanying notes to financial statements.
112
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR SEPTEMBER 30, 1999
(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, 1999 1,500 $ 15,000 $ 716,200 $ 2,972,771 $ (1,100,000) $ 2,603,971
Net income - - - 214,809 - 214,809
----------- --------- ------------- ------------ ------------- ------------
September 30, 1999 1,500 $ 15,000 $ 716,200 $ 3,187,580 $ (1,100,000) $ 2,818,780
----------- --------- ------------- ------------ ------------- ------------
----------- --------- ------------- ------------ ------------- ------------
</TABLE>
See accompanying notes to financial statements.
113
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 214,809 $ (93,310)
------------- -------------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 151,274 134,893
Amortization of deferred charges 548,694 891,085
Deferred income taxes 175,753 -
Changes in operating assets and liabilities:
Receivables from managed partnerships 317,194 108,996
Receivables from related parties (1,366,383) 905,654
Prepaid and other assets (24,175) (309,680)
Accounts payable and accrued expenses (281,494) (40,004)
-------------- -------------
Total adjustments (479,137) 1,690,944
-------------- -------------
Net cash (used in) provided by operating activities (264,328) 1,597,634
------------- -------------
Cash flows from investing activities:
Purchases of fixed assets and leasehold improvements (20,842) (253,313)
Increase in deferred charges (268,721) (627,960)
------------- -------------
Net cash used for investing activities (289,563) (881,273)
------------- -------------
Cash flows from financing activities:
Repayment of notes payable - line of credit - (2,000,000)
Proceeds from sale leaseback of furniture and fixtures - 1,500,000
Principal payments on capital lease obligations (96,973) (53,935)
------------- -------------
Net cash (used for) provided by financing activities (96,973) (553,935)
------------- --------------
Net (decrease) increase in cash (650,864) 162,426
Cash, beginning of period 774,338 179,403
-------------- -------------
Cash, end of period $ 123,474 $ 341,829
-------------- -------------
-------------- -------------
</TABLE>
See accompanying notes to financial statements.
114
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
(1) BASIS OF ACCOUNTING AND PRESENTATION
The financial statements of ICON Capital Corp., (the "Company") are
unaudited and reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of financial position and operating results for the interim
period. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Management believes
that the disclosures made are adequate to prevent the information from
being misleading. The financial statements should be read in conjunction
with the Company's March 31, 1999 and 1998 audited financial statements.
The results of operations for the six months ended September 30, 1999 are
not necessarily indicative of the results of operations for the entire
fiscal year ending March 31, 2000.
(2) FEES - MANAGED PARTNERSHIPS
The Company is the general partner and manager of 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, ICON
Cash Flow Partners L.P. Seven, and ICON Income Fund Eight A L.P.
(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 each Partnership and for the acquisition and management of
their investments. The Company is also entitled to reimbursement from the
Partnerships for certain administrative expenses incurred by it on behalf
of the Partnerships. 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 fees are earned for managing the
Partnership's equipment leasing and financing transactions. Management fees
are earned upon payment of rental obligations from lease and financing
transactions.
The Company had receivables from the managed partnerships of $157,806 and
$475,000 at September 30, 1999 and March 31, 1999, respectively. These
amounts represent fees that have been earned by the Company and are
immediately payable.
115
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
As of September 30, 1999 the Company is entitled to receive $13,634,380 of
management fees and an estimated $6,279,929 of administrative expense
reimbursements through 2008, based on current contractual rent receivable
of the Partnerships assuming credit losses of 0%. To the extent that
existing leases and financing transactions owned by the Partnerships are
terminated early, extended, or otherwise modified, or credit losses are
different from expectations, the amounts that the Company is entitled to
receive will vary. The receipt of these amounts by the Company is
subordinated to the receipt by limited partners of periodic minimum
distributions more fully described in underlying partnership agreements.
3) RELATED PARTY TRANSACTIONS
Prior to January 1, 1999, all personnel were employed by, and all expenses
were paid by, the Company. Effective January 1, 1999, management made the
decision to implement certain organizational changes, and corporate
resources, including but not limited to personnel, were reallocated between
the Company, ICON Holdings Corp. (the "Parent"), and ICON Securities Corp.
("Securities") in an effort to more accurately align revenues and expenses
among the functions of the companies. Management also eliminated the
management fee paid to the Company by Securities.
The related party receivable at September 30, 1999 was due primarily from
the Parent. Such receivables represent cash advanced to the Parent, net of
accrued general and administrative and management fees payable to the
Parent. Management fee - represents a charge for the reimbursement of the
cost of management time devoted by personnel of the Parent to the
operations of the Company. General and administrative fee represents a
charge for the reimbursement of direct costs and overhead costs incurred by
the Parent which are allocable to the operations of the Company.
1998-A, a non consolidated affiliate of the Parent, was formed for the
purpose of acquiring, warehousing and securitizing a portfolio of leases.
The Company, as servicer, earns a fee from 1998-A. This fee is earned
monthly and is based on the discounted lease balance of 1998-A's
outstanding lease pool.
See Note 5 for a discussion of a related party transaction.
(4) CAPITAL LEASE OBLIGATIONS
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1999 1999
---- ----
<S> <C> <C>
Various obligations under capital leases, payable
in monthly installments through July 2003
(Includes sale leaseback transaction, see note 5) $ 1,460,108 $ 1,557,081
-------------- --------------
-------------- --------------
</TABLE>
116
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(5) SALE LEASEBACK
On July 31, 1998 the Company entered into an agreement to sell a portion of
its fixed assets to ICON Receivables Corp. 1998-A ("1998-A"), a
non-consolidated affiliate of the Parent, for $1,500,000 based upon a third
party appraisal. 1998-A simultaneously leased the fixed assets back to the
Company. Under the lease, the Company agreed to pay 60 equal monthly
installments of $31,255 with the first payment due August 1998. The lease
contains an option to purchase the assets at the end of the term for one
dollar ($1.00). The Company treated the transaction as a sale of assets and
recorded a deferred gain on sale in the amount of $966,522. The deferred
gain is being amortized against depreciation expense on a straight-line
basis over the remaining useful life of the assets sold. The capital lease
obligation is included on the September 30, 1999 balance sheet in "Capital
lease obligations."
117
<PAGE>
ICON CAPITAL CORP.
FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
119
<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, 1999 and 1998, 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, 1999 and 1998, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.
KPMG LLP
June 4, 1999
New York, New York
120
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
MARCH 31,
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
Cash $ 774,338 $ 179,403
Receivables from related parties 3,613,449 3,580,727
Receivables from related parties - managed partnerships 475,000 340,990
Prepaid and other assets 269,898 226,855
Deferred charges 792,437 524,270
Fixed assets and leasehold improvements, at cost, less
accumulated depreciation and amortization of
$318,078 and $1,865,232 1,937,646 758,680
----------- -----------
Total assets $ 7,862,768 $ 5,610,925
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable and accrued expenses $ 1,971,710 $ 1,819,003
Notes payable and capital lease obligations 1,557,081 2,246,386
Deferred income taxes, net 876,245 583,436
Deferred gain on sale of furniture and fixtures 853,761 -
----------- -----------
Total liabilities 5,258,797 4,648,825
----------- -----------
Commitments and contingencies
Stockholder's equity:
Common stock: no par value; $10 stated
value; authorized 3,000 shares;
issued and outstanding 1,500 shares 15,000 15,000
Additional paid-in capital 716,200 716,200
Retained earnings 2,972,771 1,330,900
----------- -----------
3,703,971 2,062,100
Note receivable from stockholder (1,100,000) (1,100,000)
----------- -----------
2,603,971 962,100
----------- -----------
Total liabilities and stockholder's equity $ 7,862,768 $ 5,610,925
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements.
121
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
FOR THE YEARS ENDED MARCH 31,
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Revenues:
Fees - managed partnerships $14,057,423 $12,048,906
Management fees - Securities 758,039 716,444
Servicing fee 302,188 19,741
Interest income and other 40,680 41,284
----------- -----------
Total revenues 15,158,330 12,826,375
----------- -----------
Expenses:
Selling, general and administrative 8,950,128 9,404,987
Amortization of deferred charges 1,344,012 844,636
Management fee - Parent 993,000 -
General and administrative fee - Parent 634,506 -
Depreciation and amortization 249,729 331,967
Interest expense 174,493 80,885
----------- -----------
Total expenses 12,345,868 10,662,475
----------- -----------
Income before provision for income taxes 2,812,462 2,163,900
Provision for income taxes 1,170,591 1,091,379
----------- -----------
Net income $ 1,641,871 $ 1,072,521
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements.
122
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED MARCH 31, 1999 AND 1998
<TABLE>
<CAPTION>
NOTE TOTAL
COMMON STOCK ADDITIONAL RECEIVABLE STOCK-
SHARES STATED PAID-IN RETAINED FROM HOLDERS
OUTSTANDING VALUE CAPITAL EARNINGS STOCKHOLDER EQUITY
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
March 31, 1997 1,500 $ 15,000 $ 716,200 $ 1,050,282 $(1,100,000) $ 681,482
Net income - - - 1,072,521 - 1,072,521
Distributions to Parent - - - (791,903) - (791,903)
----------- ----------- ----------- ----------- ----------- -----------
March 31, 1998 1,500 15,000 716,200 1,330,900 (1,100,000) 962,100
Net income - - - 1,641,871 - 1,641,871
----------- ----------- ----------- ----------- ----------- -----------
March 31, 1999 1,500 $ 15,000 $ 716,200 $ 2,972,771 $(1,100,000) $ 2,603,971
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
See accompanying notes to financial statements.
123
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31,
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,641,871 $ 1,072,521
----------- -----------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 249,729 331,967
Amortization of deferred charges 1,344,012 844,636
Deferred income taxes 292,809 328,260
Changes in operating assets and liabilities:
Receivables from managed partnerships, net of
deferred management fees (134,010) 224,060
Receivables from related parties (32,722) (3,399,688)
Prepaid and other assets (43,043) (39,168)
Accounts payable and accrued expenses 152,707 593,277
----------- -----------
Total adjustments 1,829,482 (1,116,656)
----------- -----------
Net cash provided by (used in) operating activities 3,471,353 (44,135)
----------- -----------
Cash flows from investing activities:
Purchases of fixed assets and leasehold improvements (511,038) (234,336)
Increase in deferred charges (1,612,179) (989,189)
----------- -----------
Net cash used in investing activities (2,123,217) (1,223,525)
----------- -----------
Cash flows from financing activities:
Proceeds from sale of furniture and fixtures 1,500,000 -
Repayment of note payable - line of credit (2,000,000) -
Principal payments on capital lease obligations (253,201) (53,558)
Proceeds from note payable-line of credit - 2,000,000
Distributions to Parent - (791,903)
----------- -----------
Net cash (used in) provided by financing activities (753,201) 1,154,539
----------- -----------
Net increase (decrease) in cash 594,935 (113,121)
Cash, beginning of year 179,403 292,524
----------- -----------
Cash, end of year $ 774,338 $ 179,403
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements.
124
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(1) ORGANIZATION
ICON Capital Corp. (the "Company") was incorporated in 1985. Until August
20, 1996, the Company was owned by three individuals. On August 20, 1996,
ICON Holdings Corp. ("Holdings" or the "Parent") acquired all of the
outstanding stock of the Company, as well as all of the outstanding stock
of ICON Securities Corp. ("Securities"), an affiliated company. The
primary activity of the Company is the development, marketing and
management of publicly registered equipment leasing limited partnerships.
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"), ICON Cash Flow Partners
L.P. Seven ("ICON Cash Flow Seven"), and ICON Income Fund Eight A L.P.
("ICON Eight A") (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 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.
The following table identifies pertinent offering information by the
Partnerships:
<TABLE>
<CAPTION>
Date Operations Date Ceased Gross Proceeds
Began Offering Units Raised
------------------- ----------------- -----------------
<S> <C> <C> <C>
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 September 16,1998 99,999,683
ICON Eight A October 14, 1998 (1) 33,730,449
-----------------
$ 315,661,495
-----------------
-----------------
</TABLE>
(1) Gross proceeds raised through June 1, 1999.
ICON Eight A was formed on July 7, 1997 with an initial capital contribution of
$2,000 and began offering its units to suitable investors on October 14, 1998.
The offering period for ICON Eight A will end the earlier of October 14, 1999 or
when ICON Eight A raises $75,000,000. In the event the offering does not reach
$75,000,000 by October 14, 1999, ICON Eight A may extend the offering period for
up to one year.
125
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(2) SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING AND PRESENTATION
The Company's financial statements have been prepared on the historical
cost basis of accounting using the accrual basis. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(b) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments" requires disclosures about
the fair value of financial instruments. The Company's financial
instruments (cash, receivables and notes payable) are either payable
on demand or have short-term maturities and present relatively low
credit and interest rate risk, and as a result, their fair value
approximates carrying value at March 31, 1999.
(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 investments. Organization and offering fees
are earned based on investment units sold and are recognized at each
closing. Acquisition fees are earned based on the purchase price paid
or the principal amount of each transaction entered into. Management
and administrative fees are earned for managing the Partnership's
equipment leasing and financing transactions. Management and
administrative fees are earned upon payment of rental obligations from
lease and financing transactions.
Effective September 1, 1993, ICON Cash Flow A, ICON Cash Flow B, and ICON
Cash Flow C decreased monthly distributions to the limited partners from
the cash distribution rates stated in their prospectuses. As a result, all
management fees payable to the Company related to these entities were
deferred until the limited partners of ICON Cash Flow A, ICON Cash Flow B
and ICON Cash Flow C receive their stated cash distribution rate of return
on a cumulative basis. Due to the approval of amendments to the ICON Cash
Flow B and ICON Cash Flow C Partnership Agreements, effective November 15,
1995 and June 19, 1996, the Company eliminated ICON Cash Flow B and ICON
Cash Flow C's obligation to pay $220,000 and $529,125, respectively, of
the original management fees deferred. As of December 31, 1997, ICON Cash
Flow A investors had received the stated annual rate of return, and as a
result the Company reversed $38,081 in deferred management fees and
recognized such fees as income. Deferred management fees in the amount of
$232,000 remain outstanding as of March 31, 1999 and have not been
recognized in income. Of such amounts, $127,000 is due from ICON Cash Flow
B and $105,000 is due from ICON Cash Flow C and these amounts are expected
to be paid to the Company in fiscal year ended March 31, 2000. When paid,
the Company will contribute such amounts back to ICON Cash Flow B and ICON
Cash Flow C.
126
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
The Company earns a servicing fee from an affiliate, ICON Receivables
1998-A ("1998-A"). See note 4.
(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 reflected on the balance sheets
as deferred charges and are being amortized over the offering periods.
(e) FIXED ASSETS AND LEASEHOLD IMPROVEMENTS
Fixed assets, which consists primarily of a capital lease, is recorded
at cost and is being depreciated over three to five years using the
straight-line method. Leasehold improvements are also recorded at cost
and are being amortized over the estimated useful lives of the
improvements, or the term of the lease, if shorter, using the
straight-line method.
(f) INCOME TAXES
The Company accounts for its income taxes following the liability
method as provided for in Statement of Financial Accounting Standard
No. 109, "Accounting for Income Taxes."
The Company's activity is included in the consolidated Federal and
combined state income tax returns of Holdings. The Company provides
for income taxes as if it were a stand alone entity.
(3) STOCKHOLDER'S EQUITY
As of March 31, 1999, the Company held a demand promissory note for
$1,100,000 from Holdings. The note is without interest, except in the case
of default, at which time the note would bear interest at the rate of 18%.
The note is reflected for financial statement reporting purposes as a
reduction of 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 investments. The balance sheet item "Receivables from managed
partnerships" relates to such fees, which have been earned by the Company but
not paid by the Partnerships.
Prior to January 1, 1999 the Company also earned a management fee from
Securities for the support and administration of Securities' operations.
The remaining related party receivable at March 31, 1998 was due primarily
from Holdings. Such receivable related to the reimbursement of amounts
paid by the Company on behalf of Holdings.
Prior to January 1, 1999, all personnel were employed by, and all expenses
were paid by, the Company. Effective January 1, 1999, management made the
decision to implement certain organizational changes, and corporate
resources, including but not limited to personnel, were reallocated
between the Company, the Parent, and Securities in an effort to more
accurately align revenues and expenses among the functions of the
companies. Management also eliminated the management fee paid to the
Company by Securities.
127
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
At March 31, 1999, receivables from related parties represented cash advanced to
the Parent, net of accrued general and administrative and management fees
payable to the Parent.
1998-A, a non consolidated affiliate of the Parent , was formed for the purpose
of acquiring, warehousing and securitizing a portfolio of leases. The Company,
as servicer, earns a fee from 1998-A. This fee is earned monthly and is based on
the discounted lease balance of 1998-A's outstanding lease pool.
For the year ended March 31, 1998, the Company paid $791,903 in
distributions to Holdings.
See Note 8 for a discussion of a related party sale leaseback transaction.
(5) PREPAID AND OTHER ASSETS
Included in prepaid and other assets are unamortized insurance costs, the
Company's investment in the Partnerships and security deposits.
(6) INCOME TAXES
The provision for income taxes for the years ended March 31, 1999 and 1998
consisted of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Current:
Federal $ 665,620 $ 580,228
State 212,162 182,891
---------- ----------
Total current 877,782 763,119
---------- ----------
Deferred:
Federal 220,066 100,481
State 72,743 227,779
---------- ----------
Total deferred 292,809 328,260
---------- ----------
Total $1,170,591 $1,091,379
---------- ----------
---------- ----------
</TABLE>
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Company's assets
and liabilities. The deferred tax liabilities at March 31, 1999 and 1998
were $876,245 and $583,436, respectively. Deferred income taxes at both
dates are primarily the result of temporary differences relating to the
carrying value of fixed assets, the investments in the Partnerships and
deferred charges.
128
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
The following table reconciles income taxes computed at the federal statutory
rate to the Company's effective tax rate for the years ended March 31, 1999 and
1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
Tax Rate Tax Rate
--- ---- --- ----
<S> <C> <C> <C> <C>
Federal statutory $ 956,237 34.00% $ 735,726 34.00%
State income taxes, net of Federal tax effect 188,037 6.69 271,041 12.53
Meals and entertainment exclusion 24,293 .86 20,663 0.95
Other 2,024 .07 63,949 2.96
---------- ----- ---------- -----
Total $1,170,591 41.62% $1,091,379 50.44%
---------- ----- ---------- -----
---------- ----- ---------- -----
</TABLE>
(7) NOTES PAYABLE
In December 1997, the Company entered into a discretionary line of credit
agreement (the "Facility"). The maximum amount available and outstanding
under that Facility was originally $1,300,000. In March 1998, the Facility
was increased to $2,000,000, all of which was outstanding at March 31,
1998. The Facility was paid in full on July 31, 1998.
Notes payable at March 31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Various obligations under capital leases, payable in monthly
installments through August 2003 $1,557,081 $ 246,386
Line of credit - 2,000,000
---------- ------------
Total $1,557,081 $ 2,246,386
---------- ------------
---------- ------------
</TABLE>
(8) SALE LEASEBACK
On July 31, 1998 the Company entered into an agreement to sell a
portion of its fixed assets to 1998-A, a non consolidated affiliate of the
Parent, for $1,500,000, based upon a third party appraisal. 1998-A
simultaneously leased the fixed assets back to the Company. Under the
lease, the Company agreed to pay 60 equal monthly installments of $31,255
with the first payment due August 1998. The lease contains an option to
purchase the assets at the end of the term for one dollar ($1.00). The
Company treated the transaction as a sale of assets and recorded a
deferred gain on sale in the amount of $966,522. The deferred gain is
being amortized against depreciation expense on a straight line basis over
the remaining useful life of the assets sold. The capital lease obligation
is included on the March 31, 1999 balance sheet in "Notes payable and
capital lease obligations." See note 7.
129
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(9) COMMITMENTS AND CONTINGENCIES
The Company had operating leases for office space through the year 2004.
The leases were transferred to the Parent effective January 1, 1999. See
note 4. Rent expense for the nine months ended December 31, 1998 and the
year ended March 31, 1998 totaled to $426,644 and $497,223, net of
sublease income of $141,498 and $155,749, respectively. Although all
rental obligations were transferred to the Parent, a portion of the leases
remain in the Company's name. The future minimum rental commitments under
non-cancelable operating leases currently in the Company's name are due as
follows:
<TABLE>
<CAPTION>
Fiscal Year Ending
March 31, Amount
--------- ------------
<S> <C>
2000 $ 605,205
2001 526,136
2002 535,764
2003 550,789
2004 571,824
Thereafter 333,564
------------
Total $ 3,123,282
------------
------------
</TABLE>
(10) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
During the year ended March 31, 1999, the Company recorded capital lease
assets and a capital lease obligation of $1,563,897 of which $1,500,000
was leased from an affiliate. See note 8.
During the year ended March 31, 1999 and 1998, the Company paid $174,493
and $80,885 in interest on recourse debt, respectively.
130
<PAGE>
EXHIBIT A
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND EIGHT(1) ___ L.P.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Page
----
Section 1. ESTABLISHMENT OF PARTNERSHIP........................................1
Section 2. NAME, PRINCIPAL OFFICE, NAME AND ADDRESS OF REGISTERED AGENT
FOR SERVICE OF PROCESS..............................................1
2.1 Legal Name and Address..............................................1
2.2 Address of Partners.................................................1
Section 3. PURPOSES AND POWERS ................................................2
3.1 Purposes............................................................2
3.2 Investments in Equipment............................................2
3.3 Powers..............................................................2
Section 4. TERM................................................................2
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.................................................4
5.5 Capital Accounts....................................................4
5.6 Additional Capital Contributions....................................5
5.7 Loans by Partners...................................................5
5.8 No Right to Return of Capital.......................................5
Section 6. GENERAL PARTNER.....................................................5
6.1 Extent of Powers and Duties.........................................5
6.2 Limitations on the Exercise of Powers of General Partner............8
6.3 Limitation on Liability of General Partner and its Affiliates;
Indemnification..................................................10
6.4 Compensation of General Partner and its Affiliates.................11
6.5 Other Interests of the General Partner and its Affiliates..........13
Section 7. POWERS AND LIABILITIES OF LIMITED PARTNERS.........................14
7.1 Absence of Control Over Partnership Business.......................14
7.2 Limited Liability..................................................14
Section 8. DISTRIBUTIONS AND ALLOCATIONS......................................14
8.1 Distribution of Cash...............................................14
8.2 Allocations of Profits and Losses..................................15
8.3 Distributions and Allocations Among the Limited Partners...........17
8.4 Tax Allocations: Code Section 704(c); Revaluations.................18
8.5 Compliance with NASAA Guidelines Regarding Front-End Fees..........18
8.6 Return of Uninvested Capital Contribution..........................18
8.7 Partner's Return of Investment in the Partnership..................18
8.8 No Distributions in Kind...........................................19
8.9 Partnership Entitled to Withhold...................................19
Section 9. WITHDRAWAL OF GENERAL PARTNER......................................19
9.1 Voluntary Withdrawal...............................................19
9.2 Involuntary Withdrawal.............................................19
9.3 Consequences of Withdrawal.........................................19
9.4 Liability of Withdrawn General Partner.............................20
A-i
<PAGE>
9.5 Continuation of Partnership Business...............................20
Section 10.TRANSFER OF UNITS..................................................20
10.1 Withdrawal of a Limited Partner....................................20
10.2 Assignment.........................................................21
10.3 Substitution.......................................................22
10.4 Status of an Assigning Limited Partner.............................22
10.5 Limited Right of Presentment for Redemption of Units...............22
Section 11.DISSOLUTION AND WINDING-UP.........................................23
11.1 Events Causing Dissolution.........................................23
11.2 Winding Up of the Partnership; Capital Contribution by the
General Partner Upon Dissolution.................................23
11.3 Application of Liquidation Proceeds Upon Dissolution...............24
11.4 No Recourse Against Other Partners.................................24
Section 12.FISCAL MATTERS.....................................................25
12.1 Title to Property and Bank Accounts................................25
12.2 Maintenance of and Access to Basic Partnership Documents...........25
12.3 Financial Books and Accounting.....................................26
12.4 Fiscal Year........................................................26
12.5 Reports............................................................26
12.6 Tax Returns and Tax Information....................................28
12.7 Accounting Decisions...............................................28
12.8 Federal Tax Elections..............................................28
12.9 Tax Matters Partner................................................28
12.10 Reports to State Authorities.......................................29
Section 13.MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS.................29
13.1 Meetings of the Limited Partners...................................29
13.2 Voting Rights of the Limited Partners..............................30
13.3 Limitations on Action by the Limited Partners......................31
Section 14.AMENDMENTS.........................................................31
14.1 Amendments by the General Partner..................................31
14.2 Amendments with the Consent of the Majority Interest...............31
Section 15.POWER OF ATTORNEY..................................................32
15.1 Appointment of Attorney-in-Fact....................................32
15.2 Amendments to Agreement and Certificate of Limited Partnership.....32
15.3 Power Coupled With an Interest.....................................33
Section 16.GENERAL PROVISIONS.................................................33
16.1 Notices, Approvals and Consents....................................33
16.2 Further Assurances.................................................33
16.3 Captions...........................................................34
16.4 Binding Effect.....................................................34
16.5 Severability.......................................................34
16.6 Integration........................................................34
16.7 Applicable Law.....................................................34
16.8 Counterparts.......................................................34
16.9 Creditors..........................................................34
16.10 Interpretation.....................................................34
16.11 Successors and Assigns.............................................34
16.12 Waiver of Action for Partition.....................................35
Section 17.DEFINITIONS........................................................35
</TABLE>
A-ii
<PAGE>
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND EIGHT(1) ___ L.P.
This Amended and Restated Agreement of Limited Partnership of ICON
Income Fund Eight(1) __ L.P., is executed as of February 9, 2000 by its general
partner, ICON Capital Corp., a Connecticut corporation, pursuant to Section 14
of the Partnership Agreement.
WITNESSETH:
WHEREAS, ICON Income Fund Eight A 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 July 9, 1997 and filed on
July 9, 1997 under and pursuant to the Delaware Revised Uniform Limited
Partnership Act.
WHEREAS, ICON Income Fund Eight B 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 February 7, 2000 and filed on
February 7, 2000 under and pursuant to the Delaware Revised Uniform Limited
Partnership Act.
WHEREAS, the General Partner now wishes to correct and supplement the
Partnership Agreement pursuant to Section 14; and
NOW, THEREFORE, the Partnership Agreement is amended and restated to
read in full 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 .
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.
2.2 ADDRESS OF PARTNERS.
The principal place of business of the General Partner and the places
of residence of the Limited Partners shall be those addresses set forth opposite
their respective names in Schedule A to this Agreement (as such may be
supplemented or amended from time to time). Any Partner may change his, her or
its respective place of business or residence, as the case may be, by
- ------------------------------
(1) A or B
A-1
<PAGE>
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 purposes of: (a) acquiring,
investing in, purchasing, owning, acquiring options to purchase, 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) or acquiring, investing in,
or purchasing such loans or financing arrangements or transactions; 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 INVESTMENTS IN EQUIPMENT.
The equipment acquired by the Partnership shall be selected from among
new or used: (a) aircraft, rail and over-the-road transportation equipment and
marine vessels; (b) machine tools, manufacturing equipment and materials
handling equipment; (c) telecommunications, technology, computer and related
equipment; and (d) miscellaneous equipment of any other type which the General
Partner believes may be an attractive investment. The General Partner expects
most equipment the Partnership acquires to be subject to an existing Lease.
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, acquire options to purchase, 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, Leases and Financing Transactions;
(b) to enter into Joint Ventures, partnerships and other business,
financing and legal and beneficial ownership arrangements with respect to
Equipment, Leases and Financing Transactions; and
(c) to purchase and hold trust certificates, debt securities and
equity securities issued by any Person;
(d) to lend and borrow money, 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 and leases
it makes to others as the General Partner in its sole and absolute discretion
shall deem appropriate; and
(e) 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
consistent with 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 July 9, 1997 and shall terminate at midnight on December 31, 2017,
unless sooner dissolved or terminated as provided in Section 11 of this
Agreement.
A-2
<PAGE>
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, 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 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, whose interests in the Partnership shall consist of
up to 750,000 Units.
(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 request, which other documents shall be in form and
substance satisfactory to the General Partner, pursuant to which, among other
things, such Person shall, subject to acceptance of his or her subscription by
the General Partner, agree to be bound by all terms and provisions of this
Agreement.
(c) Each Limited Partner (other than Affiliated Limited Partners)
shall make a Capital Contribution, in cash, in an amount equal to the Gross Unit
Price to the capital of the Partnership for each Unit or fraction thereof
purchased. Each Affiliated Limited Partner shall make a Capital Contribution,
in cash, in an amount equal to the Net Unit Price for each Unit or fraction
thereof purchased.
(d) Limited Partners must purchase a minimum of twenty-five (25)
Units, but IRAs or Qualified Plans (including Keogh Plans) may purchase a
minimum of ten (10) 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 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 percent
(10%) of all Units subscribed for by non-Affiliated Persons.
(f) No subscribers shall be admitted to the Partnership unless and
until the Minimum Offering shall be achieved. Upon the determination by the
General Partner that the Minimum Offering has been achieved, the General Partner
shall set the Initial Closing Date. Following the Initial Closing Date, daily
Closings may be held. As promptly as is practicable following the admission of
each subscriber as Limited Partner, the General Partner shall send notice to
such Limited Partner in confirmation thereof.
(g) Subscriptions for Units shall promptly be accepted or rejected
by the General Partner after their receipt by the Partnership (but in any event
not later than 30 days thereafter) and a confirmation of receipt thereof sent by
the General Partner. The General Partner retains the unconditional right to
refuse to admit any subscriber as a limited partner. Each subscriber has the
right to cancel his or her subscription during a period of five business days
after the date of receipt of a final prospectus.
(h) Each Subscriber who is admitted to the Partnership as a
Limited Partner 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 Subscriber 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.
A-3
<PAGE>
(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 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 insufficient to
constitute the Minimum Offering, all Subscription Monies deposited by any
subscriber shall be returned, together with any interest earned thereon and
without deduction for any Front-End Fees, to such subscriber. Furthermore, any
Subscription Monies deposited by any subscriber who is not accepted by the
General Partner to become a Limited Partner shall be promptly returned, together
with any interest earned thereon and without deduction for any Front-End Fees,
to such subscriber. In no event shall any Subscription Monies be held in the
Escrow Account or a Qualified Subscription Account for more than one year beyond
the Effective Date before either being released to the Partnership upon a
Closing or returned to the subscriber.
5.4 PARTNERSHIP CAPITAL.
(a) No Partner shall be paid interest on any Capital Contribution
(except any interest earned on Subscription Monies as provided in
Section 5.3(k)).
(b) Except as provided in Section 10.5 and except that the 10
Units purchased by the Original Limited Partner shall be redeemed at par on the
Initial Closing Date as provided in Section 5.2, the Partnership shall not
redeem or repurchase any Unit. No Partner shall have the right to withdraw or
receive any return of such Partner's Capital Contribution, except as
specifically provided in this Agreement, and no Capital Contribution may be
returned to any Partner in the form of property other than cash.
(c) Except as otherwise specifically provided herein, no Limited
Partner shall have priority over any other Limited Partner 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 of its Affiliates shall
have any personal liability for the repayment of the Capital Contribution of any
Limited Partner except to the extent as may be set forth in this Agreement.
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 Profits (or items
thereof), and items of income and gain specially allocated
A-4
<PAGE>
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 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 Unit in the Partnership shall have a single Capital Account that reflects
all such Units, regardless of the time or manner in which such Units were
acquired.
(f) If a Unit is sold or otherwise transferred, the Capital
Account of the transferor with respect to such Unit 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 to the extent the constructive contribution and liquidation rules under
Treas. Reg. Section 1.708-1 apply.
(g) For any taxable year in which the Partnership has a Code
Section 754 election in effect, the Capital Accounts shall be maintained in
accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(m).
(h) Upon the occurrence of the events specified in Treas. Reg.
Section 1.704-1(b)(2)(iv)(f), the Partners' Capital Accounts shall be adjusted
and thereafter maintained to reflect the revaluation of Partnership assets on
the books of the Partnership in accordance with such Treasury Regulation and
Treas. Reg. Sections 1.704-1(b)(2)(iv)(f) through (h).
(i) Notwithstanding anything herein to the contrary, the Partners'
Capital Accounts shall at all times be maintained in the manner required by
Treas. Reg. Section 1.704-1(b)(2)(iv), and any questions or ambiguities arising
hereunder shall be resolved by reference to such Treasury Regulations. Further,
such Treasury Regulations shall govern the maintenance of the Capital Accounts
to the extent this Agreement is silent as to the treatment of a particular item.
In the event Treas. Reg. Section 1.704-1(b)(2)(iv) shall fail to provide
guidance as to how adjustments to the Capital Accounts should be made to reflect
particular adjustments to Partnership capital on the books of the Partnership,
such Capital Account adjustments shall be made in a manner that is consistent
with the underlying economic arrangement of the Partners and is based, wherever
practicable, on federal tax accounting principles.
5.6 ADDITIONAL CAPITAL CONTRIBUTIONS.
(a) The General Partner shall not be required to make any Capital
Contributions in addition to its initial $1,000 Capital Contribution except
pursuant to and in accordance with Section 11.2(a)(iii) of this Agreement.
(b) No Limited Partner shall be required to make any Capital
Contribution in addition to the initial price paid for such Limited Partner's
Units pursuant to the Offering.
5.7 LOANS BY PARTNERS.
Except as provided in Section 11.2(a)(iii), no loan by any Partner or
any Affiliate of any Partner to the Partnership (including, without limitation,
any Partnership Loan) shall constitute a Capital Contribution to the Partnership
or increase the Capital Account balance of any Partner, but shall be treated,
for all purposes, as indebtedness of the Partnership payable or collectible only
out of the assets of the Partnership in accordance with the terms and conditions
upon which such loan was made.
5.8 NO RIGHT TO RETURN OF CAPITAL.
No Partner shall be entitled to demand or receive any distribution of
or with respect to such Partner's Capital Contribution or Capital Account,
except as specifically provided under this Agreement.
SECTION 6. GENERAL PARTNER.
6.1 EXTENT OF POWERS AND DUTIES.
(a) GENERAL.
Except as expressly limited by the provisions of this Agreement, the
General Partner shall have complete and exclusive discretion in the management
and control of the affairs and business of the Partnership and shall be
authorized to employ all powers necessary, convenient or appropriate to carry
out the purposes, conduct the business and exercise the powers of the
A-5
<PAGE>
Partnership. Without limiting the generality of the foregoing, the General
Partner shall provide such 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, and 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. 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, consultants, professional advisors, appraisers, attorneys,
accountants, brokers and other Persons for the maintenance of any of the
Partnership's property, and/or the operation of the business of the Partnership.
The General Partner may 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 of the General Partner to render comparable services which could
reasonably be made available to the Partnership upon comparable terms; (ii) all
services for which the General Partner's Affiliates are 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; (iv) the General Partner's Affiliates 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 their gross
revenues for such services therefrom; and (v) any such contract may only be
amended in a manner which is either more favorable to the General Partner's
Affiliates or less favorable to the Partnership by the vote or consent of a
Majority Interest.
(b) POWERS AND DUTIES.
(i) GENERAL DUTIES. The General Partner shall diligently
and faithfully exercise its discretion to the best of its ability and use its
best efforts 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. 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 General Partner. The General Partner shall
devote that amount of its time deemed necessary in its absolute discretion to
carry out its duties to the Partnership.
(ii) GENERAL POWERS. 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 include, without
limitation, the power: (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, Leases and Financing Transactions 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 the Partners pursuant to
this Agreement or 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; (F) to expend Partnership capital; (G)
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), 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; (H) to invest any and
all funds held by the Partnership; (I) to designate depositories of the
Partnership's funds, and the terms and conditions of such deposits and drawings
thereon; (J) to borrow money or otherwise to procure extensions of credit for
the Partnership 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; (K) 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; (L) to establish Reserves in accordance
with clause (vii) of this Section 6.1(b); (M) to assure
A-6
<PAGE>
the doing of all other things necessary, convenient or advisable in connection
with the supervision of the affairs, business and assets of the Partnership; and
(N) 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) AUTHORITY TO ADMIT LIMITED PARTNERS. 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, registering the Units under
the Securities Act and 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 with NASD member broker dealers selected by the
General Partner or the Dealer-Manager.
(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, 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) AUTHORITY TO CREATE RESERVES. The General Partner
shall have the authority to establish for the Partnership, and shall use its
best efforts to maintain, and in such amounts as it deems necessary, Reserves
(except to the extent limited elsewhere in this Agreement).
(viii) AUTHORITY TO CONTRACT FOR INSURANCE. The General
Partner shall have the authority to cause the Partnership to purchase and
maintain such insurance policies as the General Partner, in its sole discretion
(except to the extent limited elsewhere in this Agreement) deems reasonably
necessary to protect the interests of the Partnership. The General Partner shall
have the authority, 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, 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.
(ix) AUTHORITY TO ENTER INTO CERTAIN TRANSACTIONS IN ITS
OWN NAME. The General Partner shall have the authority to purchase or otherwise
make Investments 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 months) hold title thereto for the purpose of facilitating the
Investment by the Partnership; provided, however, the Partnership will not
acquire Equipment from any Program except as expressly provided in this
Agreement.
(x) AUTHORITY TO ENTER INTO JOINT VENTURES. The General
Partner shall have the authority to cause the Partnership to enter into Joint
Ventures, subject to the limitations of Section 6.2(f), for the purpose of
acquiring Investments, borrowing funds, managing or disposing of Investments, or
for such other activities which the General Partner deems necessary or
appropriate.
(xi) AUTHORITY TO REINVEST. During the Reinvestment Period,
the General Partner may reinvest all or a substantial portion of the
Partnership's 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.
(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 of its Affiliates).
A-7
<PAGE>
(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 8.6, below), the Partnership's Leverage Rate shall not exceed 80%.
Notwithstanding the foregoing, in the event the sum of all Capital Contributions
exceed $25,000,000, the Leverage Rate set forth above shall be reduced by
0.0000003% for each dollar by which all Capital Contributions exceeds
$25,000,000, down to a minimum Leverage Rate of 67% if the Maximum Offering is
attained. Following the Offering Period and to the extent the limitations in the
immediately preceding sentence require a Leverage Rate of less than 75%, the
Partnerships' permitted Leverage Rate may rise to 75% at the time reinvestment
proceeds are reinvested by the Partnership.
(b) INVESTMENT COMPANY STATUS.
The General Partner shall not exercise its powers in a manner which
causes the Partnership to 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 nor lease Investments from, nor
sell or lease Investments to, the General Partner or any of its Affiliates,
except as provided in this Section. Notwithstanding the first sentence of this
Section (c), the Partnership may purchase Affiliated Investments if:
(i) the General Partner determines that making the
Affiliated Investment is in the best interests of the Partnership;
(ii) such Affiliated Investment is acquired by the
Partnership at a price which does not exceed the sum of (A) the net cost to the
General Partner or such Affiliate of acquiring and holding the Investment
(adjusted for any income received and expenses paid or incurred while holding
same) plus (B) any compensation to which the General Partner and any Affiliate
is otherwise entitled to receive 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 its Affiliate and the time it is acquired by the Partnership;
(iv) neither the General Partner nor any of its Affiliates
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 the Affiliated Investment is transferred
to the Partnership, the General Partner or its 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 Affiliated
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.
A-8
<PAGE>
(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
of its Affiliates. The General Partner or any of its Affiliates, 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 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 its Affiliate in connection with the 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 its
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 an Affiliate 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 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 an 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 an
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 of its Affiliates purchase Equipment in
its own name and with its own funds in order to facilitate ultimate purchase by
the Partnership, the General Partner or an 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 of its Affiliates 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 on 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
Units.
(f) JOINT VENTURE INVESTMENTS.
The Partnership may make Investments in Joint Ventures, PROVIDED that:
(i) the General Partner shall have determined that:
(A) such Investment is in the best interests of
the Partnership; and
(B) such Investment shall not result in duplicate
fees to the General Partner or any of its Affiliates;
(ii) in the case of any Joint Venture with any
non-Affiliated Person, the Partnership must have the right to control the Joint
Venture and the Joint Venture must own specific Equipment or Leases and/or
invest in one or more specific Financing Transactions; and
(iii) in the case of any Joint Venture with any Program, all
of the following conditions are met:
A-9
<PAGE>
(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 to the General Partner
or any of its Affiliates by the Partnership and by each other Program
shall be substantially identical; and
(C) the Partnership shall have a right of first
refusal with respect to the purchase of any Equipment, Lease or
Financing Transactions held by the Joint Venture if the other joint
owner decides to sell its interests.
(g) EXCHANGE, MERGER, ROLL-UP OR CONSOLIDATION OF THE PARTNERSHIP
PROHIBITED.
The Partnership shall not (i) be a party to any exchange offer, merger,
Roll-Up or similar combination with any other legal entity (including any
Roll-Up Entity) or (ii) reorganize itself if such reorganization would have the
effect of an exchange offer, merger, Roll-Up or similar combination. Neither the
Partnership nor the General Partner shall solicit, or engage or compensate
members, or persons associated with members of the NASD to solicit, proxies from
any Limited Partners authorizing any exchange offer, merger, Roll-Up or similar
combination or any such reorganization.
(h) 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. The
Partnership shall not give the General Partner or any of its Affiliates the
exclusive right to sell or exclusive employment to sell equipment for the
Partnership.
(i) 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) Except in the case of negligence or misconduct, the General
Partner and any of its Affiliates (sometimes referred to as an "Indemnitee")
shall not be liable, responsible or accountable in damages or otherwise to the
Limited Partners or the Partnership for the doing of any act or the failure to
do any act, the effect of which may cause or result in loss or damage to the
Partnership, if done in good faith to promote the best interests of the
Partnership. Each Indemnitee shall be entitled to be indemnified by the
Partnership from the assets of the Partnership, or as an expense of the
Partnership, but not by the Limited Partners, against any liability or loss, as
a result of any claim or legal proceeding relating to the performance or
nonperformance of any act concerning the activities of the Partnership, except
in the case where such Indemnitee is negligent or engages in misconduct,
provided such act or omission was done in good faith to promote the best
interests of the Partnership. The indemnification authorized by this Section
6.3(a) shall include the payment of reasonable attorneys' fees and other
expenses (not limited to "taxable costs") incurred in settling or defending any
claim threatened action, or finally adjudicated legal proceedings.
(b) Notwithstanding subsection (a), above, the General Partner and
its Affiliates (when acting within the scope of authority of the General
Partner) and any Selling Dealer shall not be indemnified for any losses,
liabilities or expenses arising from or out of an alleged violation of federal
or state securities laws unless (i) there has been a successful adjudication on
the merits of each count involving alleged securities law violations as to the
particular Indemnitee and the court approves indemnification of the litigation
costs, or (ii) such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction as to the particular Indemnitee and the court
approves indemnification of the litigation costs, or (iii) a court of competent
jurisdiction approves a settlement of the claims against a particular Indemnitee
and finds that indemnification of the settlement and related costs should be
made. In any claim for indemnification for federal or state securities law
violations, the party seeking indemnification shall place before the court the
position of the Commission, the Massachusetts, Pennsylvania, Missouri and Texas
Securities Divisions, and any other applicable regulatory authority with respect
to the issue of indemnification for securities law violations. The Partnership
shall not incur the cost of that portion of any liability insurance which
insures any Indemnitee for any liability as to which the Indemnitee is
prohibited from being indemnified under this Section.
A-10
<PAGE>
6.4 COMPENSATION OF GENERAL PARTNER AND ITS AFFILIATES.
Neither the General Partner nor any of its Affiliate 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 Units it holds.
(b) UNDERWRITING FEES.
Fees in the amount equal to 2.0% of the Gross Offering Proceeds of
Units sold ("Underwriting Fees") shall be paid by the Partnership to the
Dealer-Manager (ICON Securities Corp.), which is an Affiliate of the General
Partner.
(c) SALES COMMISSIONS.
Commissions in the amount of 8% of the price of a Unit ("Sales
Commissions") shall be paid by the Partnership to the Dealer-Manager and each
Selling-Dealer in respect of the 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.
Fees and expenses actually incurred for due diligence efforts expended
in connection with the Offering in a maximum amount not to exceed the lesser of
(i) 1/2 of 1% of Gross Offering Proceeds and (ii) the maximum amount permitted
to be reimbursed under Rule 2810 of the NASD Conduct Rules ("Due Diligence
Expenses") shall be paid or reimbursed by the Partnership to the Dealer-Manager
and each Selling Manager, PROVIDED that the Dealer-Manager shall be entitled to
payment of or reimbursement for Due Diligence Expenses only after each Selling
Dealer (whether prospective or actual) shall have first been paid or reimbursed
for all of its Due Diligence Expenses, 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 to the General Partner immediately following
each Closing Date 3.5% ($3.50 per Unit) of the first $25,000,000 or less of
Gross Offering Proceeds; 2.5% ($2.50 per Unit) 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 ("O & O Expense Allowance"),
whether or not the full amount thereof is actually incurred by the General
Partner or any of its Affiliates. 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 the Dealer-Manager. The General Partner shall
bear any Organizational and Offering Expenses incurred by the General Partner or
any of its Affiliates (including, without limitation, the Dealer-Manager) in
excess of the O & O Expense Allowance.
(f) ACQUISITION FEES.
Once the Partnership has entered into a binding contract to make an
Investment, and all material conditions to the Closing of such Investment have
been satisfied, the Partnership shall pay the General Partner, for services
rendered in connection with acquiring the Investment, a fee ("Acquisition Fees")
equal to the difference (to the extent greater than zero) between (i) 3.0% of
either the Purchase Price paid by the Partnership for any item of Equipment or
Lease or the principal amount of each 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, if it would cause the aggregate Purchase Price (without deducting
Front-End Fees) for the Partnership's Investments to be less than the greater of
(x) 80% of the
A-11
<PAGE>
Gross Offering Proceeds, reduced by .0625% for each 1% of Indebtedness
encumbering any Investment, or (y) 75% of such Gross Offering Proceeds; and
The formula in clause (ii), is illustrated as follows:
(A) No Indebtedness - 80% of the Gross Offering
Proceeds must be committed to Investments.
(B) 50% Indebtedness - 50% x .0625% = 3.125%
80% - 3.125% = 76.875% of the Gross
Offering Proceeds must be committed to
Investments.
(C) 80% Indebtedness - 80% x .0625% = 5%
80% - 5% = 75% of the Gross Offering
Proceeds must be committed to Investments.
(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) shall not exceed an amount equal to 20% of the
Gross Offering Proceeds.
If the Partnership purchases an Investment from the General Partner or
one of its Affiliates pursuant to Section 6.2(c) for a Purchase Price which
includes an Acquisition Fee amount, such Acquisition Fee amount shall be deemed
paid pursuant to this Section 6.4(f) and there shall be no duplicative payment
thereof.
(g) MANAGEMENT FEES.
Each month the Partnership shall pay to the General Partner Management
Fees attributable to Gross Revenues of the Partnership during such month;
PROVIDED, 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 months, and, to the extent that the Partnership does not have
sufficient cash in any month to pay the required amount of all First Cash
Distributions, the payment of Management Fees shall be deferred and paid,
without interest, in the next following month in which the Partnership has
sufficient cash for the payment thereof.
(h) SUBORDINATED REMARKETING FEES.
For rendering services in connection with any Sale, the General Partner
shall earn, and be paid by the Partnership the applicable Subordinated
Remarketing Fee; PROVIDED that:
(i) no such Subordinated Remarketing Fee shall be earned
in connection with any Sale 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 although, 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; 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.
(i) OTHER PARTNERSHIP EXPENSES.
(i) Except as otherwise provided in this Section 6.4(i),
expenses of the Partnership, including Acquisition Expenses 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) Subject to clause (iii) of this Section 6.4(i), the
General Partner and any of its Affiliates 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
A-12
<PAGE>
operation of the Partnership 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 Affiliate is entitled to compensation in the form of a separate
fee pursuant to other provisions of this Section 6.4.
(iii) Neither the General Partner nor any of its Affiliates
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, utilities,
capital equipment or other administrative items (other than as
specified in paragraph (iii) of this Section 6.4(i), above).
6.5 OTHER INTERESTS OF THE GENERAL PARTNER AND ITS AFFILIATES.
The General Partner shall be required to devote only such time to the
affairs of the Partnership as the General Partner shall, in its sole and
absolute discretion, determine in good faith to be necessary for the business
and operations of the Partnership. The General Partner and 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, sponsor, 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 Partnership's and which may be in a position to
acquire the same Investments at the same time as the Partnerships.
Until all Capital Contributions have been invested or committed to
investment in Investments, allocated to Reserves, used to pay permitted
Front-End Fees or returned to the Limited Partners as provided in the Agreement,
all investment opportunities meeting the investment objectives of the
Partnership (including equipment acquisition, financing, refinancing, leasing
and re-leasing opportunities) shall be presented to the Partnership first except
in the following circumstances:
(a) the required cash needed for the investment is greater than
the cash available for investment by the Partnerships;
(b) the amount of debt is above levels deemed acceptable for the
Partnerships;
(c) the investment is not appropriate to the Partnership's
objectives, which include the avoidance of concentration of exposure to any one
class of equipment;
(d) the lessee credit quality does not satisfy the Partnership's
objectives, which include maintaining a high-quality portfolio with low credit
losses while avoiding a concentration of exposure to any individual Lessee or
User;
(e) the term of the investment extends beyond the Liquidation
Period;
(f) the available cash flow (or lack thereof) is not commensurate
with the Partnership's need to make certain distributions to Limited Partners
during the Reinvestment Period
(g) the transaction structure, particularly with respect to the
end-of-lease options governing the equipment, does not provide the Partnership
with the residual value opportunity commensurate with the total return
requirements of the Partnership; and
(h) the transaction does not comply with the terms of Agreement.
The General Partner and its Affiliates are not prohibited from
investing in equipment leasing acquisitions, financing, refinancing, leasing and
re-leasing opportunities on its or their own behalf or on behalf of the
Programs. The General Partner and each such Affiliate shall have the right,
subject only to the provisions of the immediately preceding paragraph, to take
for its own account (individually or otherwise), or to recommend to any Program
(including the Partnership), any particular investment opportunity after
considering the factors in the preceding paragraph.
A-13
<PAGE>
Any conflicts in determining and allocating Investments between the
General Partner and Programs 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 the
Partnership.
If the aggregate amount of Investments available from time to time to
the Partnership and to other Programs is less than the aggregate amount of
Investments then sought by them, the available Investments shall generally be
allocated by the General Partner to the Program which has been seeking
Investments for the longest period of time.
If conflicts arise between the Partnership and one or more other
Programs, which may be seeking to re-lease or sell similar Equipment at the same
time, the first opportunity to re-lease or sell Equipment shall generally be
allocated by the General Partner to the Program 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 Program, including the Partnership.
SECTION 7. POWERS AND LIABILITIES OF LIMITED PARTNERS.
7.1 ABSENCE OF CONTROL OVER PARTNERSHIP BUSINESS.
The Limited Partners hereby consent to the exercise by the General
Partner of the powers conferred on the General Partner by this Agreement. No
Limited Partner shall participate in or have any control over the Partnership's
business or have any right or authority to act for, or to bind or otherwise
obligate, the Partnership (except one who is also the General Partner, and then
only in its capacity as the General Partner). No Limited Partner shall have the
right to have the Partnership dissolved and liquidated or to have all or any
part of such Limited Partner's Capital Contribution or Capital Account returned
except as provided in this Agreement.
7.2 LIMITED LIABILITY.
The liability of each Limited Partner in such capacity shall be limited
to the amount of such Limited Partner's Capital Contribution and PRO RATA share
of any undistributed Profits and other assets of the Partnership. Except as may
otherwise be required by law, 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 CASH.
(a) During the Reinvestment Period, the General Partner shall
determine in its sole discretion what portion, if any, of cash on hand 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, cash to Limited
Partners in an amount equal to the following amounts:
(i) For the period beginning with a Limited Partner's
admission to the Partnership and ending with the expiration of the Reinvestment
Period, each Limited Partner shall be entitled to receive monthly cash
distributions, to the extent that cash is sufficient for such purpose, computed
by multiplying 0.895333% by each Limited Partner's respective 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; provided, that 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); and
(ii) Any additional amounts necessary to permit the annual
sum of all distributions to Limited Partners to equal estimated federal income
taxes resulting from Operations (assuming that all Limited Partners are subject
to income
A-14
<PAGE>
taxation at the highest marginal federal income tax rate (determined without
regard to state taxes, if any) on taxable income of the Partnership.
(b) During the Liquidation Period, no additional Investments shall
be made, and all Cash Flow shall be distributed to the Partners except for
amounts held in Reserve or necessary to increase or replenish Reserves in the
sole discretion of the General Partner.
(c) Prior to Payout, distributions pursuant to this Section 8.1
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 shall be tentatively attributed and distributed 90% to the Limited
Partners and 10% to the General Partner; provided, however, that, if at the time
of Payout, each respective Limited Partner has not yet received total cash
distributions pursuant to this Section 8.1(c) equal to 150% of such Limited
Partner's 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 but not theretofore distributed to the General Partner
shall be distributed to the General Partner, without interest, first from Cash
From Operations after the Limited Partners have received distributions equal to
150% of their aggregate Capital Contributions.
(d) Notwithstanding the provisions of Section 8.1(c),
distributions of cash following a Dissolution Event 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 Liquidation 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.
A-15
<PAGE>
(e) Losses for any Fiscal Period shall be allocated to the
Partners as follows:
(i) FIRST, 1% to the General Partner and 99% to the
Limited Partners until the Limited Partners have been allocated Losses equal to
the excess, if any, of their aggregate Capital Account balances over their
aggregate Adjusted Capital Contributions;
(ii) NEXT, to the Partners in proportion to and to the
extent of their respective remaining positive Capital Account balances, if any;
and
(iii) THEREAFTER, 1% to the General Partner and 99% to the
Limited Partners; provided, however, that if and to the extent that an
allocation of Losses to any Limited Partner pursuant to this Section 8.2(e) or
Section 8.2(f) would result in any Limited Partner having an Adjusted Capital
Account Deficit, such Losses shall be allocated to all other Partners in
accordance with this Section 8.2(e) and, when no Limited Partner can be
allocated any such Losses without violating the limitation contained in this
proviso, such remaining Losses shall be allocated to the General Partner.
(f) SPECIAL ALLOCATIONS.
The following special allocations shall, except as otherwise provided,
be made prior to allocations in Section 8.2(a)-(e) in the following order:
(i) MINIMUM GAIN CHARGE-BACK. Notwithstanding any other
provision of this Section 8, if there is a net decrease in Partnership Minimum
Gain or in any Partner Nonrecourse Debt Minimum Gain during any Fiscal Period,
prior to any other allocation pursuant this Section 8, each Partner shall be
specifically allocated items of Partnership income and gain for such Fiscal
Period (and, if necessary, subsequent Fiscal Periods) in an amount and manner
required by Treas. Reg. Sections 1.704-2(f) and 1.704-2(i)(4) or any successor
provisions. The items to be so allocated shall be determined in accordance with
Treas. Reg. Section 1.704-2(j)(2) or any successor provision.
(ii) PARTNERSHIP NONRECOURSE DEDUCTIONS. Partnership
Nonrecourse Deductions for any Fiscal Period shall be allocated 99% to the
Limited Partners and 1% to the General Partner.
(iii) PARTNER NONRECOURSE DEDUCTIONS. Partner Nonrecourse
Deductions for any Fiscal Period shall be allocated to the Partner who made or
guaranteed or is otherwise liable with respect to the loan to which such Partner
Nonrecourse Deductions are attributable in accordance with principles of Treas.
Reg. Section 1.704-2(i) or any successor provision.
(iv) QUALIFIED INCOME OFFSET. If in any Fiscal Period, any
Partner has an Adjusted Capital Account Deficit, whether resulting from an
unexpected adjustment, allocation or distribution described in Treas. Reg.
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) or otherwise, such Partner shall be
allocated 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.
A-16
<PAGE>
(vi) SPECIAL ALLOCATION OF STATE, LOCAL AND FOREIGN TAXES.
Any state, local or foreign taxes imposed on the Partnership by reason of a
Partner being a citizen, resident or national of such state, locality or foreign
jurisdiction, including any item(s) of taxable income or tax loss resulting
therefrom, shall be specially allocated to such Partner.
(vii) TRANSACTIONS WITH PARTNERSHIP. If, and to the extent
that, any Partner is deemed to recognize any item of income, gain, loss,
deduction or credit as a result of any transaction between such Partner and the
Partnership pursuant to Code Sections 482, 483, 1272-1274, 7872 or any similar
provision now or hereafter in effect, any corresponding Profits or Losses or
items thereof shall be allocated to the Partner who was charged with such item.
(viii) FEES AND COMMISSIONS PAID TO GENERAL PARTNER. It is
the intent of the Partnership that any amount paid or deemed paid to the General
Partner as a fee or payment described in Section 6.4 shall be treated as a
"guaranteed payment" or a payment to a partner not acting in his capacity as a
partner pursuant to Section 707(c) of the Code to the extent possible. If any
such fee or payment is deemed to be a distribution to the General Partner and
not a guaranteed payment or a payment to a partner not acting in his capacity as
a partner, the General Partner shall be allocated an amount of Partnership gross
ordinary income equal to such payment.
(ix) SELLING COMMISSIONS, UNDERWRITING FEES, ACQUISITION
FEES AND O & O EXPENSE ALLOWANCE. Selling Commissions, Underwriting Fees,
Acquisition Fees and the O & O Expense Allowance shall be allocated 100% to the
Limited Partners. Organizational and Offering Expenses, in excess of Sales
Commissions, Underwriting Fees and the O & O Expense Allowance, shall be
allocated 100% to the General Partner.
8.3 DISTRIBUTIONS AND ALLOCATIONS AMONG THE LIMITED PARTNERS.
(a) Except to the extent otherwise provided herein, all
distributions of 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 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 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 shall be deemed to
have occurred ratably over such Fiscal Year, irrespective of the actual results
of Operations or Sales;
(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 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 Section 8.3(b)(iii).
(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),
A-17
<PAGE>
and any amount paid to such Limited Partner in redemption of such Limited
Partner's Units pursuant to Section 10.5 shall be applied as follows:
(i) first, in reduction of such Limited Partner's Unpaid
Cumulative Return, to the extent thereof, as determined immediately before such
distribution; and
(ii) then, in reduction of such Limited Partner's Adjusted
Capital Contribution, to the extent thereof, as determined immediately before
such distribution.
8.4 TAX ALLOCATIONS: CODE SECTION 704(c); REVALUATIONS.
(a) In accordance with Code Section 704(c) and the Treasury
Regulations thereunder, income, gain, loss, and deduction, and items thereof,
with respect to any property contributed to the capital of the Partnership
shall, solely for tax purposes, be allocated among the Partners so as to take
account of any variation between the adjusted basis of such property to the
Partnership for federal income tax purposes and its initial Gross Asset Value.
(b) In the event the Gross Asset Value of any Partnership asset is
adjusted pursuant to clause (b) of the definition of Gross Asset Value herein
and Section 5.5(h) hereof, subsequent allocations of income, gain, loss and
deduction, and items thereof, with respect to such asset shall take account of
any variation between the adjusted basis of such asset for federal income tax
purposes and its Gross Asset Value in a manner consistent with the requirements
of Proposed Treas. Reg. Section 1.704-3(a)(6) or the corresponding provision of
final or successor Treasury Regulations.
(c) Any elections or other decisions relating to the allocations
required by clauses (a) and (b) of Section 8.4 shall be made in a manner that
reasonably reflects the purpose and intention of this Agreement. Allocations
pursuant to this clause (c) of Section 8.4 are solely for purposes of federal,
state, and local taxes and shall not affect, or in any way be taken into account
in computing, any Partner's Capital Account or share of Profits, Losses, other
items, or distributions pursuant to any provision of this Agreement.
8.5 COMPLIANCE WITH NASAA GUIDELINES REGARDING FRONT-END FEES.
Notwithstanding anything in this Agreement to the contrary, in the
event the Partnership fails, at any time after the expiration of 30 months from
the date of the Prospectus, to comply with the restrictions set forth in Section
6.4(b) through (f) above, the General Partner shall appropriately adjust the
allocations and distributions set forth in this Section 8 so as to comply with
the requirements contained in NASAA Guidelines. No adjustment proposed to be
made pursuant to this Section 8.5 shall require the General Partner to obtain
the consent of the Limited Partners unless such proposed adjustment adversely
effects the allocations or distributions made, or to be made, to any Limited
Partner.
8.6 RETURN OF UNINVESTED CAPITAL CONTRIBUTION.
If an amount equal to 100% of Net Offering Proceeds has not been used
to make Investments or committed to Reserves 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 Investments 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 or her Units. 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 or she 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).
A-18
<PAGE>
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 purpose of: (a) liquidating the assets
transferred to it; and (b) distributing the net cash proceeds of such
liquidation in cash to the Partners in accordance with the provisions of this
Agreement.
8.9 PARTNERSHIP ENTITLED TO WITHHOLD.
The Partnership shall at all times be entitled to withhold or make
payments to any governmental authority with respect to any federal, state, local
or foreign tax liability of any Partner arising as a result of such Partner's
participation in the Partnership. Each such amount so withheld or paid shall be
deemed to be a distribution for purposes of Section 8 and Section 11, as the
case may be, to the extent such Partner is then entitled to a distribution. To
the extent that the amount of such withholdings or payments made with respect to
any Partner exceeds the amount to which such Partner is then entitled as a
distribution, the excess shall be treated as a demand loan, bearing interest at
a rate equal to twelve percent (12%) per annum simple interest from the date of
such payment or withholding until such excess is repaid to the Partnership (i)
by deduction from any distributions subsequently payable to such Partner
pursuant to this Agreement or (ii) earlier payment of such excess and interest
by such Partner to the Partnership. Such excess and interest shall, in any case,
be payable not less than 30 days after demand therefore by the General Partner,
which demand shall be made only if the General Partner determines that such
Partner is not likely to be entitled to distributions within 12 months from the
date of such withholding or payment by the Partnership in an amount sufficient
to pay such excess and interest. The withholdings and payments referred to in
this Section 8.8 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 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, 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 of its Affiliates 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 or involuntary 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 Units then held by the General Partner, as calculated in
accordance with the provisions of clause (b) 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 shall
remain
A-19
<PAGE>
payable to the General Partner notwithstanding any such Withdrawal as and when
the Partnership receives the cash from such Investments creating the obligation
to pay such Management Fees and in the event that the General Partner pledges
the Management Fees receivable to a Lender, the assignment to the Lender shall
be binding in the event of the voluntary or involuntary withdrawal of the
General Partner (iii) an amount equal to the difference between (A) any amounts
due and owing to the General Partner by the Partnership and (B) any amounts due
and owing by the General Partner to the Partnership, and, upon such payment, the
General Partner's interest in the income, losses, distributions and capital of
the Partnership shall be terminated. 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) For purposes of this Section 9.3, the fair market value of the
withdrawn General Partner's Units 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 Units 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.
(c) 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 all of his or her Units redeemed 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,
A-20
<PAGE>
legal representative or successor of such Limited Partner shall be deemed to be
the Assignee of the Partnership Interest of such Limited Partner and may become
a Substitute Limited Partner upon compliance with the provisions of Section
10.3.
10.2 ASSIGNMENT.
(a) Subject to the provisions of Sections 10.2(b) and (c) and 10.3
of this Agreement, any Limited Partner may Assign all or any portion of the
Units owned by such Limited Partner to any Person (the "Assignee"); PROVIDED
that
(i) such Limited Partner and such Assignee shall each
execute a written Assignment instrument, which shall:
(A) set forth the terms of such Assignment;
(B) in the case of Assignments other than by operation
of law, state the intention of such Limited Partner that such Assignee
shall become a Substitute Limited Partner and, in all cases, evidence
the acceptance by the Assignee of all of the terms and provisions of
this Agreement;
(C) include a representation by both such Limited
Partner and such Assignee that such Assignment was made in accordance
with all applicable laws and regulations (including, without
limitation, such minimum investment and investor suitability
requirements as may then be applicable under state securities laws);
and
(D) otherwise be satisfactory in form and substance to
the General Partner; and
(ii) such Assignee shall pay to the Partnership an
aggregate amount, not exceeding $150.00, of expenses reasonably incurred by the
Partnership in connection with such Assignment.
(b) Notwithstanding the foregoing, unless the General Partner
shall specifically Consent, no Units may be Assigned:
(i) to a minor or incompetent (unless a guardian,
custodian or conservator has been appointed to handle the affairs of such
Person);
(ii) to any Person if, in the Opinion of Tax Counsel, such
Assignment would result in the termination of the Partnership's taxable year or
its status as a partnership for federal income tax purposes, provided that the
Partnership may permit such Assignment to become effective if and when, in the
opinion of Tax Counsel, such Assignment would no longer result in the
termination of the Partnership's taxable year or its status as a partnership for
federal income tax purposes;
(iii) to any Person if such Assignment would affect the
Partnership's existence or qualification as a limited partnership under the
Delaware Act or the applicable laws of any other jurisdiction in which the
Partnership is then conducting business;
(iv) to any Person not permitted to be an Assignee under
applicable law, including, without limitation, applicable federal and state
securities laws;
(v) if such Assignment would result in the transfer of
less than twenty-five (25) Units, or ten (10) Units in the case of a Qualified
Plan (unless such Assignment is of all of the Units owned by such Limited
Partner);
(vi) if such Assignment would result in the retention by
such Limited Partner of 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. Section 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.
A-21
<PAGE>
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 Unit
(or interest therein) to be Assigned on a secondary public market (or a
substantial equivalent thereof) as defined under the Code and any Treasury
Regulations or published notices promulgated thereunder (a "Secondary
Market") and, if the General Partner determines in its sole and absolute
discretion, that a proposed Assignment was effected on a Secondary Market,
the Partnership and the General Partner have the right to refuse to recognize
any such proposed Assignment and to take any action deemed necessary or
appropriate in the General Partner's reasonable discretion so that such
proposed Assignment is not, in fact, recognized. For purposes of this Section
10.2(c), any Assignment which results in a failure to meet the "safe-harbor"
provisions of Treasury Regulations Section 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 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 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 or her 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 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 of cash and
the share of the Profits or Losses for tax purposes to which his or her
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 all of his or her Units to an
Assignee who becomes a Substitute Limited Partner shall cease to be a Limited
Partner and shall no longer have any of the rights or privileges of a Limited
Partner.
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 Units 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.
A-22
<PAGE>
(c) A Limited Partner desiring to have a portion or all of his
Units redeemed shall submit a written request to the General Partner on a form
approved by the General Partner duly signed by all owners of such Units on the
books of the Partnership. Redemption requests hereunder shall be deemed given on
the earlier of the date the same is (i) personally delivered with receipt
acknowledged, or (ii) mailed by certified mail, return receipt requested,
postage prepaid, at the General Partner's address set forth herein. Requests
arising from death, major medical expense and family emergency related to
disability or a material loss of family income, collectively "Hardship
Redemptions" shall be treated as having been received at 12:01 A.M. EST and all
other redemption requests shall be deemed received with the start of the
business day during which received. The General Partner shall promptly accept or
deny each redemption request. The General Partner shall, in its sole discretion,
decide whether a redemption is in the best interests of the Partnership.
(d) In the event that the General Partner receives requests for
the Partnership to redeem more Units than there are funds sufficient to redeem,
the General Partner shall honor redemption requests in the order in which duly
executed and supported redemption requests are received. The General Partner
shall use its reasonable efforts to honor requests for redemptions of Units with
the same request date FIRST as to Hardship Redemptions, SECOND so as to provide
liquidity for IRAs or Qualified Plans to meet required distributions and FINALLY
as to all other redemption requests.
(e) Within 30 days following the date upon which the General
Partner receives a written request from any Limited Partner to redeem Units held
by such Limited Partner, the General Partner shall deliver written notice to
such Limited Partner indicating (i) the number, if any, of such Units to be
redeemed and (ii) if appropriate, the date of redemption thereof, which shall be
a date within 30 days following the date of such notice, and the Applicable
Redemption Price with respect thereto. Not less than ten (10) days prior to the
redemption date specified in the Partnership's notice, the Limited Partner
requesting redemption shall deliver to the Partnership all transfer instruments
and other documents reasonably requested by the Partnership to evidence such
redemption and the Partnership shall pay to such Limited Partner the Applicable
Redemption Price per Unit redeemed. In the event that all Units of any Limited
Partner are so redeemed, such Limited Partner shall be deemed to have withdrawn
from the Partnership and shall, from and after the date of the redemption of all
Units of such Limited Partner, cease to have the rights of a Limited Partner.
SECTION 11. DISSOLUTION AND WINDING-UP.
11.1 EVENTS CAUSING DISSOLUTION.
The Partnership shall be dissolved upon the happening of any of the
following events (each a "Dissolution Event"):
(a) the withdrawal of the General Partner, unless a Substitute
General Partner shall have been admitted to the Partnership in accordance with
Section 9.5; or
(b) the voluntary dissolution of the Partnership (i) by the
General Partner with the Consent of the Majority Interest or (ii) subject to
Section 13, by the Consent of the Majority Interest without action by the
General Partner; or
(c) the Sale of all or substantially all of the Investments 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
A-23
<PAGE>
other acts or things consistent therewith as may be expressly authorized by the
Majority Interest) shall proceed with the liquidation of the Partnership
(including, without limitation, the Sale of any remaining Investments and
cancellation of the Certificate of Limited Partnership), and is hereby
authorized to adopt such plan, method or procedure as may be deemed reasonable
by the General Partner (or such other Person effecting the winding up) to
effectuate an orderly winding-up;
(ii) all Profits or Losses or items thereof and all amounts
required to be specially allocated pursuant to Section 8.2(f) for the period
prior to final termination shall be credited or charged, as the case may be, to
the Partners in accordance with Section 8;
(iii) in the event that, after all requirements of clauses
(i) and (ii) of this Section 11.2(a) shall have been accomplished, the General
Partner shall have a deficit balance in its Capital Account, the General Partner
shall contribute within thirty (30) days to the Partnership as a Capital
Contribution an amount equal to the lesser of (A) the amount of such deficit
balance or (B) the excess of 1.01% of the total Capital Contributions of the
Limited Partners over the capital previously contributed by the General Partner
(for this purpose, any payments made by the General Partner as co-signatory or
guarantor of any of the indebtedness of the Partnership and not yet reimbursed
to the General Partner at the time of dissolution of the Partnership and any
amounts due and unpaid to the General Partner on, under or with respect to any
Partnership Loans at the time of such dissolution shall be deemed to be Capital
Contributions by the General Partner to the Partnership and any obligation of
the Partnership to reimburse or repay such amounts shall thereupon cease);
(iv) the proceeds from Sales and all other assets of the
Partnership shall be applied and distributed in liquidation as provided in
Section 11.3; and
(v) the General Partner (or such other Person effecting
the winding up) shall file such certificates and other documents as shall be
required by the Delaware Act, the Code and any other applicable laws to
terminate the Partnership.
(b) If the winding-up of the Partnership is effected by the
General Partner, the General Partner shall be compensated for its services in
connection therewith as provided in Section 6.4 of this Agreement and, if such
winding up is effected by any such other Person (whether selected by the
Majority Interest or as required by law), such other Person shall be compensated
for its services in connection therewith in an amount not in excess of the
amount customarily paid to non-affiliated third parties rendering similar
services in respect of similar entities in the same geographic location.
11.3 APPLICATION OF LIQUIDATION PROCEEDS UPON DISSOLUTION.
Following the occurrence of any Dissolution Event, the proceeds of
liquidation and the other assets of the Partnership shall be applied as follows
and in the following order of priority:
(a) FIRST, to the payment of creditors of the Partnership in order
of priority as provided by law, except obligations to Partners or their
Affiliates;
(b) NEXT, to the setting up of any Reserve that the General
Partner (or such other Person effecting the winding-up) shall determine is
reasonably necessary for any contingent or unforeseen liability or obligation of
the Partnership or the Partners; such Reserve may, in the sole and absolute
discretion of the General Partner (or such other Person effecting the winding
up) be paid over to an escrow agent selected by it to be held in escrow for the
purpose of disbursing such Reserve in payment of any of the aforementioned
contingencies, and at the expiration of such period as the General Partner (or
such other Person effecting the winding up) may deem advisable, to distribute
the balance thereafter remaining as provided in clauses (c)-(e) of this Section
11.3.
(c) NEXT, to the payment of all obligations to the Partners in
proportion to and to the extent of advances made by each Partner pursuant to the
provisions of this Agreement;
(d) NEXT, to the payment of all reimbursements to which the
General Partner or any of its Affiliates 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
A-24
<PAGE>
discharge of all debts, liabilities and other obligations of the Partnership,
the assets of the Partnership are insufficient to provide the return of, or a
return on, the Capital Contribution of any Limited Partner, such Limited Partner
shall have no recourse against any other Limited Partner or the General Partner,
except to the extent that the General Partner is obligated to make an additional
Capital Contribution to the Partnership pursuant to Section 11.2(a)(iii) hereof.
SECTION 12. FISCAL MATTERS.
12.1 TITLE TO PROPERTY AND BANK ACCOUNTS.
Except to the extent that trustees, nominees or other agents are
utilized as permitted by Section 6.1(b)(ii)(K), all Investments and other assets
of the Partnership shall be held in the name of the Partnership. The funds of
the Partnership shall be deposited in the name of the Partnership in such bank
account or accounts as shall be designated by the General Partner, and
withdrawals therefrom shall be made upon the signature of the General Partner or
such Person or Persons as shall be designated in writing by the General Partner.
The funds of the Partnership shall not be commingled with the funds of any other
Person.
12.2 MAINTENANCE OF AND ACCESS TO BASIC PARTNERSHIP DOCUMENTS.
(a) The General Partner shall maintain at the Partnership's
principal office, the following documents:
(i) the Participant List;
(ii) a copy of the Certificate of Limited Partnership and
all amendments thereto, together with executed copies of any powers of attorney
pursuant to which the Certificate or any such amendment has been executed;
(iii) copies of this Agreement and any amendments hereto;
(iv) copies of the audited financial statements of the
Partnership for the three most recently completed Fiscal Years, including, in
each case, the balance sheet and related statements of operations, cash flows
and changes in Partners' equity at or for such Fiscal Year, together with the
report of the Partnership's independent auditors with respect thereto;
(v) copies of the Partnership's federal, state and local
income tax returns and reports, if any, for the three most recently completed
Fiscal Years;
(vi) records as required by applicable tax authorities
including those specifically required to be maintained by "tax shelters", if so
required by the Partnership; and
(vii) investor suitability records for Units sold by any
Affiliate of the General Partner for a period of six years.
(b) Each Limited Partner and his or her designated representative
shall be given access to all of the foregoing records of the Partnership and
such other records of the Partnership which relate to business affairs and
financial condition of the Partnership, and may inspect the same and make copies
of the same (subject, in the case of copying the Participant's List, to
compliance with clause (c) of this Section 12.2) at a reasonable expense to such
Limited Partner, during normal business hours upon reasonable advance written
notice to the General Partner, which notice shall specify the date and time of
the intended visit and identify with reasonable specificity the documents which
such Limited Partner or his or her 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 affairs of the Partnership or for any unlawful purpose.
(d) If the General Partner refuses or neglects to (i) permit a
Limited Partner or his or her 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
A-25
<PAGE>
Limited Partner to compel production of the Participant List, and for the actual
damages (if any) suffered by such Limited Partner by reason of such refusal or
neglect. It shall be a defense that the requesting Limited Partner has failed or
refused to provide the General Partner with either (i) the required fee or (ii)
the certification called for in the next sentence and, in the case of clause
(ii), the General Partner believes that the actual purpose and reason for a
request for a copy of the Participant List is to secure such List for the
purpose of the sale, reproduction or other use thereof for a commercial purpose
other than in the interest of the Limited Partner relative to the affairs of the
Partnership. In connection with any such request, the General Partner will
require the Limited Partner requesting the Participant List to certify that the
List is not being requested for a commercial purpose unrelated to the affairs of
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 any applicable state laws.
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. Not later than 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 the rules and regulations of the
Commission;
(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 General Partner and its
Affiliates 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 General Partner and its
Affiliates; 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 and
Leases 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. Not later than 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
A-26
<PAGE>
accordance with the rules and regulations of the Commission 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 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 From Operations during such period;
(B) Cash From Operations during a prior period which
had been held as Reserves;
(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
General Partner and its Affiliates 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 General Partner and its
Affiliates;
(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 General
Partner and its Affiliates, 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 General Partner
and its Affiliates 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;
A-27
<PAGE>
(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 or Leases
acquired or Financing Transactions made, (B) the total Purchase Price paid for
such Investments, (C) the amounts of Capital Contributions and indebtedness used
to acquire such Investments, (D) the Acquisition Fees and Acquisition Expenses
paid (identified by party) in connection therewith and (E) the amount of Capital
Contributions, if any, which remain unexpended and uncommitted to pending
Investments as of the end of such Fiscal Year.
12.6 TAX RETURNS AND TAX INFORMATION.
The General Partner shall:
(a) prepare or cause the Accountants to prepare, in accordance
with applicable laws and regulations, the tax returns (federal, state, local and
foreign, if any) of the Partnership for each Fiscal Year not later than 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 some of the Units 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; and
(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;
A-28
<PAGE>
(i) to the extent and in the manner required by applicable
law and regulations, to furnish the name, address, number of Units owned and
taxpayer identification number of each Partner to the Secretary of the Treasury
or his delegate (the "Secretary"); and
(ii) to the extent and in the manner required by applicable
law and regulations, to keep each Partner informed of administrative and
judicial proceedings for the adjustment at the Partnership level of any item
required to be taken into account by a Partner for income tax purposes (such
judicial proceedings referred to hereinafter as "judicial review").
(c) Subject to Section 6.3 hereof, the Partnership shall indemnify
and reimburse the Tax Matters Partner for all expenses, including legal and
accounting fees, claims, liabilities, losses and damages incurred in connection
with any administrative or judicial proceeding with respect to the tax liability
of the Partners. The payment of all such expenses shall be made before any
distributions are made from Cash Flow. 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
(with 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
A-29
<PAGE>
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 or her
record address, or at such other address as he or she may have furnished in
writing to the General Partner for receipt of Notices, and shall state the
place, date and time of such meeting (which shall be the place, date and time,
if any, specified in the request for such meeting or such other place, date and
time as the General Partner shall determine to be reasonable and convenient to
the Limited Partners) and shall state the purpose(s) for which such meeting is
to be held. If any meeting of the Limited Partners is properly adjourned to
another time or place, and if any announcement of the adjournment of time or
place is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting. The presence in person or by proxy of the Majority Interest
shall constitute a quorum at all meetings of the Limited Partners; PROVIDED,
HOWEVER, that, if there be no such quorum, holders of a majority of the Units 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 or her 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.
A-30
<PAGE>
In determining the requisite percentage of Units necessary to approve a
matter on which the General Partner and its Affiliates may not vote or consent,
any Units owned by the General Partner and its Affiliates shall not be included.
With respect to any Units owned by the General Partner and its Affiliates, the
General Partner and its Affiliates may not vote on matters submitted to the
Limited Partners regarding the removal of the General Partner and its Affiliates
or regarding any transaction between the Partnership and the General Partner and
its Affiliates.
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 General Partner and its Affiliates under common law. Any action
taken pursuant to Section 13.2 shall be void if any non-Affiliated Limited
Partner, within 45 days after such action is taken, obtains a temporary
restraining order, preliminary injunction or declaratory judgment from a court
of competent jurisdiction on grounds that, or an opinion of legal counsel
selected by the Limited Partners to the effect that, such action, if given
effect, would have one or more of the prohibited effects referred to in this
Section 13.3. For purposes of this Section 13.3, counsel shall be deemed to have
been selected by the Limited Partners if such counsel is affirmatively approved
by the Consent of the Majority Interest within 45 days of the date that the
holders of 10% or more of the Units propose counsel for this purpose.
SECTION 14. AMENDMENTS.
14.1 AMENDMENTS BY THE GENERAL PARTNER.
Subject to Section 13.2 of this Agreement and all applicable law, this
Agreement may be amended, at any time and from time to time, by the General
Partner without the Consent of the Majority Interest to effect any change in
this Agreement for the benefit or protection of the Limited Partners, including,
without limitation:
(a) to add to the representations, duties or obligations of the
General Partner or to surrender any right or power granted to the General
Partner herein;
(b) to cure any ambiguity, to correct or supplement any provision
herein that may be inconsistent with any other provision herein or to add any
other provision with respect to matters or questions arising under this
Agreement that will not be inconsistent with the terms of this Agreement;
(c) to preserve the status of the Partnership as a "limited
partnership" for federal income tax purposes (or under the Delaware Act or any
comparable law of any other state in which the Partnership may be required to be
qualified);
(d) to delete or add any provision of or to this Agreement
required to be so deleted or added by the staff of the Commission, by any other
federal or state regulatory body or other agency (including, without limitation,
any "blue sky" commission) or by any Administrator or similar such official;
(e) to permit the Units to fall within any exemption from the
definition of "plan assets" contained in Section 2510.3-101 of Title 29 of the
Code of Federal Regulations;
(f) if the Partnership is advised by Tax Counsel, by the
Partnership's Accountants or by the IRS that any allocations of income, gain,
loss or deduction provided for in this Agreement are unlikely to be respected
for federal income tax purposes, to amend the allocation provisions of this
Agreement, in accordance with the advice of such Tax Counsel, such Accountants
or the IRS, to the minimum extent necessary to effect as nearly as practicable
the plan of allocations and distributions provided in this Agreement; and
(g) to change the name of the Partnership or the location of its
principal office.
14.2 AMENDMENTS WITH THE CONSENT OF THE MAJORITY INTEREST.
In addition to the amendments permitted to be made by the General
Partner pursuant to Section 14.1, the General Partner may propose to the Limited
Partners, in writing, any other amendment to this Agreement. The General Partner
may include in any such submission a statement of the purpose for the proposed
amendment and of the General Partner's opinion with respect thereto. Upon the
Consent of the Majority Interest, such amendment shall take effect; PROVIDED,
HOWEVER, that (a) no such amendment shall increase the liability of any Partner
or adversely affect any Partner's share of distributions of
A-31
<PAGE>
cash or allocations of Profits or Losses for tax purposes or of any investment
tax credit amounts of the Partnership without in each case the consent of each
Partner affected thereby; and (b) no such amendment shall modify or amend this
Section 14 without the consent of each Limited Partner.
SECTION 15. POWER OF ATTORNEY.
15.1 APPOINTMENT OF ATTORNEY-IN-FACT.
By their subscription for Units and their admission as Limited Partners
hereunder, Limited Partners make, constitute and appoint the General Partner,
each authorized officer of the General Partner and each Person who shall
thereafter become a Substitute General Partner during the term of the
Partnership, with full power of substitution, the true and lawful
attorney-in-fact of, and in the name, place and stead of, such Limited Partner,
with the power from time to time to make, execute, sign, acknowledge, swear to,
verify, deliver, record, file and publish:
(a) this Agreement, Schedule A to this Agreement and the
Certificate of Limited Partnership under the Delaware Act and any other
applicable laws of the State of Delaware and any other applicable jurisdiction,
and any amendment of any thereof (including, without limitation, amendments
reflecting the addition of any Person as a Partner or any admission or
substitution of other Partners or the Capital Contribution made by any such
Person or by any Partner) and any other document, certificate or instrument
required to be executed and delivered, at any time, in order to reflect the
admission of any Partner (including, without limitation, any Substitute General
Partner and any Substitute Limited Partner);
(b) any other document, certificate or instrument required to
reflect any action of the Partners duly taken in the manner provided for in this
Agreement, whether or not such Limited Partner voted in favor of or otherwise
consented to such action;
(c) any other document, certificate or instrument that may be
required by any regulatory body or other agency or the applicable laws of the
United States, any state or any other jurisdiction in which the Partnership is
doing or intends to do business or that the General Partner deems advisable;
(d) any certificate of dissolution or cancellation of the
Certificate of Limited Partnership that may be reasonably necessary to effect
the termination of the Partnership; and
(e) any instrument or papers required to continue or terminate the
business of the Partnership pursuant to Sections 9.5 and 11 hereof; PROVIDED
that no such attorney-in-fact shall take any action as attorney-in-fact for any
Limited Partner if such action could in any way increase the liability of such
Limited Partner beyond the liability expressly set forth in this Agreement or
alter the rights of such Limited Partner under Section 8, unless (in either
case) such Limited Partner has given a power of attorney to such
attorney-in-fact expressly for such purpose.
15.2 AMENDMENTS TO AGREEMENT AND CERTIFICATE OF LIMITED
PARTNERSHIP.
(a) Each Limited Partner is aware that the terms of this Agreement
permit certain amendments of this Agreement to be effected and certain other
actions to be taken or omitted by, or with respect to, the Partnership, in each
case with the approval of less than all of the Limited Partners, if a specified
percentage of the Partners shall have voted in favor of, or otherwise consented
to, such action. If, as and when:
(i) any amendment of this Agreement is proposed or any
action is proposed to be taken or omitted by, or with respect to, the
Partnership, which amendment or action requires, under the terms of this
Agreement, the Consent of the Partners;
(ii) Partners holding the percentage of Units 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
A-32
<PAGE>
lawfully taken or omitted. Each Limited Partner is fully aware that he or she
has executed this special power of attorney and that each other Partner will
rely on the effectiveness of such special power of attorney with a view to the
orderly administration of the Partnership's business and affairs.
(b) Any amendment to this Agreement reflecting the admission to
the Partnership of any Substitute Limited Partner shall be signed by the General
Partner and by or on behalf of the Substitute Limited Partner. Any amendment
reflecting the withdrawal or removal of the General Partner and the admission of
any Substitute General Partner of the Partnership upon the withdrawal of the
General Partner need be signed only by such Substitute General Partner.
15.3 POWER COUPLED WITH AN INTEREST.
The foregoing grant of authority by each Limited Partner:
(a) is a special power of attorney coupled with an interest in
favor of such attorney-in-fact and as such shall be irrevocable and shall
survive the death, incapacity, insolvency, dissolution or termination of such
Limited Partner;
(b) may be exercised for such Limited Partner by a signature of
such attorney-in-fact or by listing or referring to the names of all of the
Limited Partners, including such Limited Partner, and executing any instrument
with a single signature of any one of such attorneys-in-fact acting as
attorney-in-fact for all of them; and
(c) shall survive the Assignment by any Limited Partner of all or
less than all of such Limited Partner's Units, PROVIDED that, if any Assignee of
all of a Limited Partner's Units shall have furnished to the General Partner a
power of attorney complying with the provisions of Section 15.1 of this
Agreement and the admission to the Partnership of such Assignee as a Substitute
Limited Partner shall have been approved by the General Partner, this power of
attorney shall survive such Assignment with respect to the assignor Limited
Partner for the sole purpose of enabling such attorneys-in-fact to execute,
acknowledge and file any instrument necessary to effect such Assignment and
admission and shall thereafter terminate with respect to such Limited Partner.
SECTION 16. GENERAL PROVISIONS.
16.1 NOTICES, APPROVALS AND CONSENTS.
All Notices, approvals, Consents or other communications hereunder
shall be in writing and signed by the party giving the same, and shall be deemed
to have been delivered when the same are (a) deposited in the United States mail
and sent by first class or certified mail, postage prepaid, (b) hand delivered,
(c) sent by overnight courier or (d) telecopied. In each case, such delivery
shall be made to the parties at the addresses set forth below or at such other
addresses as such parties may designate by notice to the Partnership:
(a) If to the Partnership or the General Partner, at the principal
office of the Partnership, to:
ICON Income Fund Eight(1) __ L.P.
c/o ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
Attention: President
Telephone: (914) 698-0600
Telecopy: (914) 698-0699
(b) If to any Limited Partner, at the address set forth in
Schedule A hereto opposite such Limited Partner's name, or to such other address
as may be designated for the purpose by Notice from such Limited Partner given
in the manner hereby specified.
16.2 FURTHER ASSURANCES.
The Partners will execute, acknowledge and deliver such further
instruments and do such further acts and things as may be required to carry out
the intent and purpose of this Agreement.
A-33
<PAGE>
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.
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 Units of a 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.
A-34
<PAGE>
16.12 WAIVER OF ACTION FOR PARTITION.
Each of the parties hereto irrevocably waives, during the term of the
Partnership, any right that he or she 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 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, leases and financing transactions, whether or not acquired or entered
into, including legal fees and expenses, travel and communications expenses,
costs of credit reports and appraisals and reference materials used to evaluate
transactions, non-refundable option payments on equipment and other tangible or
intangible personal property not acquired, fees payable to finders and brokers
which are not Affiliates of the General Partner, accounting fees and expenses,
costs of each acquisition of an item of Equipment, Lease 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 or Lease and
the negotiation and consummation of any Financing Transaction, however
designated and however treated for tax and accounting purposes, and (b) all
finder's fees and loan fees or points paid in connection therewith to a lender
which is not an Affiliate of the General Partner, but not any Acquisition
Expenses.
"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 or her Units, or the General Partner's
Units, 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 INVESTMENT" means any Investment in which the General Partner, any
of its Affiliates or any Program 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.
A-35
<PAGE>
"APPLICABLE REDEMPTION PRICE" means, with respect to any Unit, the following
amount (determined as of the date of redemption of such Unit):
(a) during the second year of the Reinvestment Period, each Limited
Partner shall receive an amount equal to 90% of the original
Capital Contribution of such Limited Partner;
(b) during the third year of the Reinvestment Period, each limited
partner shall receive an amount equal to 92% of the original
Capital Contribution of such Limited Partner;
(c) during the fourth year of the Reinvestment Period, each limited
partner shall receive an amount equal to 94% of the original
Capital Contribution of such Limited Partner;
(d) during the fifth year of the Reinvestment Period, each limited
partner shall receive an amount 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 an amount 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 an amount 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 Cash Flow, (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 of his or
her Units; 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 Units have been Assigned, in whole or in
part, in a manner permitted by Section 10.2 of this Agreement.
"ASSIGNMENT" means, with respect to any Units, the offer, sale, assignment,
transfer, gift or other disposition of, such Unit, 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 terms "ASSIGN" and "ASSIGNING" have a correlative meaning.
"CAPITAL ACCOUNT" means the capital account maintained for each Partner pursuant
to Section 5.5 of this Agreement.
"CAPITAL CONTRIBUTIONS" means (a) 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
(b) as to any Limited Partner, the gross amount of initial investment in the
Partnership actually paid by such Limited Partner for Units, without deductions
for Underwriting Fees, Sales Commissions and Front-End Fees.
"CASH FROM OPERATIONS" means cash provided from operations, 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 SALES" means the cash received by the Partnership as a result of a
Sale reduced by (a) all Indebtedness of the Partnership required to be paid as a
result of the Sale, whether or not then payable (including, without limitation,
any liabilities on an item of Equipment sold that are not assumed by the buyer
and any remarketing fees required to be paid to Persons who are not Affiliates
of the General Partner), (b) the Subordinated Remarketing Fee (to the extent
permitted to be paid at the time pursuant to Section 6.4(h) 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.
A-36
<PAGE>
"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.
"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 its
Affiliates, 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.
"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, Section 17-101, et seq., as amended from time to
time, and any successor to such Delaware Act.
"DISSOLUTION EVENT" has the meaning specified in Section 11.1 of this Agreement.
"DUE DILIGENCE EXPENSES" has the meaning specified in Section 6.4(d) of this
Agreement.
"EFFECTIVE DATE" means the date the Registration Statement is declared effective
by the Commission.
"EQUIPMENT" means any equipment and related property acquired by the
Partnership, or in which the Partnership has acquired a direct or indirect
interest, 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 or Financing Transaction.
"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 subscribers, including Persons who are to be admitted as Limited Partners
as a result of the Closing occurring on the Initial Closing Date.
"ESCROW AGENT" means The Chase Manhattan Bank N.A. 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 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.
A-37
<PAGE>
"FINANCING TRANSACTION" means any Investment made or acquired representing an
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 or any of each subsequent
three-calendar-month period.
"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 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 noncancellable rental
payments due during the initial term of such lease, on a net present value
basis, are at least sufficient to permit the Partnership to recover the Purchase
Price of the Equipment subject to such lease.
"GENERAL PARTNER" means ICON Capital Corp., a Connecticut corporation, and any
Person who subsequently becomes an additional or Substitute General Partner duly
admitted to the Partnership in accordance with this Agreement, in such Person's
capacity as a general partner of the Partnership.
"GROSS ASSET VALUE" means, with respect to any asset of the Partnership, the
asset's adjusted tax basis, except that:
(a) the initial Gross Asset Value of any asset contributed by a Partner
to the Partnership shall be the fair market value of such asset on the
date of contribution;
(b) the Gross Asset Values of all Partnership assets shall be adjusted
to equal their respective gross fair market values at such times as the
Partners' Capital Accounts are adjusted pursuant to Section 5.5(h)
hereof;
(c) the Gross Asset Value of any Partnership asset distributed to any
Partner shall be the gross fair market value of such asset on the date
of distribution;
(d) to the extent not otherwise reflected in the Partners' Capital
Accounts, the Gross Asset Values of Partnership assets shall be
increased (or decreased) to appropriately reflect any adjustments to
the adjusted basis of such assets pursuant to Code Section 734(b) or
Code Section 743(b); and
(e) if on the date of contribution of an asset or a revaluation of an
asset in accordance with (b)-(d) above, the adjusted tax basis of such
asset differs from its fair market value, the Gross Asset Value of such
asset shall thereafter be adjusted by reference to the depreciation
method described in Treas. Reg. Section 1.704-1(b)(2)(iv)(g)(3).
"GROSS OFFERING PROCEEDS" means the aggregate gross amount of Capital
Contributions by Limited Partners.
"GROSS REVENUE" means receipts of the Partnership from any and all sources
including, but not limited to, (a) rental and royalty payments realized under
Leases whether or not pledged to a Lender and including such payments assigned
for direct payment to such Lenders, (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
A-38
<PAGE>
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.
"INDEMNITEE" has the meaning specified in Section 6.3(a) of this Agreement.
"INITIAL CLOSING DATE" means the first Closing Date for the Partnership on which
Limited Partners holding in the aggregate Units equal to, or greater than, the
Minimum Offering are admitted to the Partnership.
"INVESTMENT COMMITTEE" means a committee established by the General Partner to
set Investment review policies and procedures, and approve significant
Investments and Investments which differ from the standards and procedures it
has established. The Investment Committee will, at all times, consist of at
least two 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, partnership, limited liability
company, business trust or other unincorporated organization through or by means
of which the Partnership acts jointly with any Program 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.
"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.
"LEVERAGE RATE" means the percentage obtained by dividing the amount of the
Partnership's total Indebtedness at any time by the total Purchase Price of the
Investments then held by the Partnership.
"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 amount of time 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 the maximum 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 Revenues
realized under Operating Leases, (ii) an amount equal to 2% of annual Gross
Revenues realized under Full-Payout Leases that are Net Leases, (iii) an amount
equal to 2% of annual Gross Revenues realized in
A-39
<PAGE>
connection with Financing Transactions and (iv) an amount equal to 7% of annual
Gross 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 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 noncancellable rental payments pursuant to such Lease
are absolutely net to the Partnership.
"NET OFFERING PROCEEDS" means the Gross Offering Proceeds minus 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" has the meaning specified in Section 6.4(e) of this
Agreement.
"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 Investments and other taxes applicable to the Partnership;
(c) legal, audit, accounting, brokerage, appraisal and other fees; (d) printing,
engraving and other expenses and taxes incurred in connection with the issuance,
distribution, transfer, registration and recording of documents evidencing
ownership of an interest in the Partnership or in connection with the business
of the Partnership; (e) fees and expenses paid to independent contractors,
bankers, brokers and services, leasing agents and sales personnel consultants
and other equipment management personnel, insurance brokers and other agents
(all of which shall only be billed directly by, and be paid directly to, the
provider of such services); (f) expenses (including the cost of personnel as
described in (a) above) in connection with the disposition, replacement,
alteration, repair, refurbishment, leasing, licensing, re-leasing, re-licensing,
financing, refinancing and operation of 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
A-40
<PAGE>
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 any lease, entered into or acquired from time to time by
the Partnership, pursuant to which the aggregate noncancellable rental payments
during the initial 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 of its Affiliates 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 B 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 of its Affiliates in accordance with Section 6.2(d) of this Agreement.
"PARTNERSHIP MINIMUM GAIN" has the meaning specified in Treas. Reg.
Sections 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).
A-41
<PAGE>
"PAYOUT" means the time when the aggregate amount of cash distributions 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.
"PERSON" shall mean any natural person, partnership, limited liability company,
trust, corporation, association or other legal entity, including, but not
limited to, the General Partner and any of its Affiliates.
"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.
Section 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. Section 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. Section 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.
"PROGRAM" means a limited or general partnership, joint venture, limited
liability company, unincorporated association or similar organization, formed
and/or operated by the General Partner or any of its Affiliates 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. 333-54011) 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, including the cash paid, indebtedness incurred or
assumed, and the amount of the related Acquisition Fees on such item of
Equipment, Lease or Financing Transaction, plus that portion of the reasonable,
necessary and actual expenses incurred by the General Partner or any of its
Affiliates in acquiring Investments on an arm's length basis with a view to
transferring such Investments to the Partnership, which is allocated to the
Investments in question in accordance with allocation procedures employed by the
General Partner or such Affiliate from time to time and within generally
accepted accounting principles. Purchase Price shall also mean, with respect to
options to acquire Equipment or any interest therein, the sum of the exercise
price and the price to acquire the option.
"QUALIFIED PLAN" means a pension, profit-sharing or stock bonus plan, including
Keogh Plans, meeting the requirements of Sections 401 et seq. of the Code, as
amended, and its related trust.
"QUALIFIED SUBSCRIPTION ACCOUNT" means the interest-bearing account established
and maintained by the Partnership for the purpose of holding, pending the
distribution thereof in accordance with the terms of this Agreement, of
Subscription Monies received from Persons who are to be admitted as Limited
Partners as a result of Closings to be held subsequent to the Initial Closing
Date.
A-42
<PAGE>
"REGISTRATION STATEMENT" means the Registration Statement on Form S-1 (No.
333-54011) 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 Liquidation 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, limited liability company, trust or association form if, as a
consequence of such transaction, there will be no significant adverse change in
(i) the Limited Partner's voting rights; (ii) the term of existence of the
Partnership; (iii) the General Partner and its Affiliates' compensation; or (iv)
the Partnership's investment objectives.
"ROLL-UP ENTITY" means any partnership, limited liability company, 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 Investments.
"SALES COMMISSIONS" has the meaning specified in Section 6.4(c) of this
Agreement.
"SCHEDULE A" means Schedule A attached to and made a part of, this Agreement,
which sets forth the names, addresses, Capital Contributions and number of Units
owned by 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.
"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" means the funds received from a subscriber in respect of
Units.
"SUBSTITUTE GENERAL PARTNER" means any 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.
A-43
<PAGE>
"TAX COUNSEL" means Greene Radovsky Maloney & Share LLP, San Francisco,
California, 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 12.9 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 twelve-month 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" has the meaning specified in Section 6.4(b) of this
Agreement.
"UNIT" means a limited partnership interest in the Partnership.
"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 Units 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.
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/ Paul B. Weiss /s/ Thomas W. Martin
- ------------------------------------ -------------------------------------
PAUL B. WEISS, President THOMAS W. MARTIN
A-44
<PAGE>
SCHEDULE A
NAMES, ADDRESSES AND CAPITAL CONTRIBUTIONS OF PARTNERS
<TABLE>
<CAPTION>
NAME AND ADDRESS CAPITAL CONTRIBUTIONS MADE
<S> <C> <C>
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
</TABLE>
A-45
<PAGE>
EXHIBIT B
PRIOR PERFORMANCE TABLES
FOR THE PRIOR PUBLIC PROGRAMS
- --------------------------------------------------------
Prior performance is not an indication of future results.
<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>
<CAPTION>
Table Description Page
----- ----------- ----
<S> <C> <C>
I ExPERIENCE IN RAISING AND INVESTING FUNDS B-2
II COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES B-4
III OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS
* Series A B-5
* Series B B-7
* Series C B-9
* Series D B-11
* Series E B-13
* LP Six B-15
* LP Seven B-17
IV RESULTS OF COMPLETED PRIOR PUBLIC PROGRAMS (NONE) B-19
V SALES OR DISPOSITION OF EQUIPMENT BY PRIOR PUBLIC PROGRAMS
* Series A B-20
* Series B B-23
* Series C B-30
* Series D B-35
* Series E B-41
* LP Six B-50
* LP Seven B-52
</TABLE>
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
(UNAUDITED)
The following table sets forth certain information, as of March 31, 1999,
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 $ 71,712,589
=========== =========== =========== ============
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 (debt proceeds
divided by total equipment acquired) 55.31% 70.28% 71.67% 54.01%
Date offering commenced 1/9/87 7/18/89 12/7/90 8/23/91
Original offering period (in months) 24 18 18 18
Actual offering period (in months) 24 17 7 10
Months to invest 90% of amount available for
investment (measured from the beginning of
offering) 24 18 10 4
</TABLE>
B-2
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
(UNAUDITED)
The following table sets forth certain information, as of March 31, 1999,
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% 99,999,682 100.0%
Less: Offering expenses:
Selling commissions 6,104,115 10.0% 3,838,571 10.0% 9,999,968 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 2,136,440 3.5% 1,343,500 3.5% 3,499,989 3.5%
Reserves 610,412 1.0% 383,857 1.0% 999,997 1.0%
------------ ----- ------------ ---- ------------ ---
Offering proceeds available for investment $ 52,190,184 85.5% $ 32,819,784 85.5% $ 85,499,728 85.5%
============ ===== ============ ==== ============ ====
Debt proceeds $181,626,869 $128,138,104 $253,427,329
============ ============ ============
Total equipment acquired $272,303,562 $161,721,728 $302,214,015
============ ============ ============
Acquisition fees paid to General Partner
and its affiliates $ 7,021,906 $ 4,390,033 $ 9,547,487
============ ============ ============
Equipment acquisition costs as a percentage
of amount raised:
Purchase price 82.99% 82.86% 82.54%
Acquisition fees paid to General Partner
or its Affiliates 2.51 2.64 2.96
------------ ------------ ------------
Percent invested 85.5% 85.5% 85.5%
=========== =========== ===========
Percent leveraged (non-recourse debt
financing divided by total purchase price) 66.91% 79.23% 83.86%
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 34
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 9 16 14
</TABLE>
B-3
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE II
COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES
(UNAUDITED)
The following table sets forth certain information, as of March 31,
1999, 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 9/16/98
Dollar amount raised $ 2,504,500 $20,000,000 $20,000,000 $40,000,000 $ 61,041,151 $38,385,712 $99,999,682
=========== =========== =========== =========== ============ =========== ===========
Amounts paid to the General Partner
and its Affiliates from proceeds
of the offering:
Underwriting commissions $ 37,568 $ 200,000 $ 400,000 $ 800,000 $ 1,220,823 $ 767,714 $ 1,999,994
=========== =========== =========== =========== ============ =========== ===========
Organization and offering reimbursements $ 100,180 $ 900,000 $ 600,000 $ 1,400,000 $ 2,136,440 $ 1,343,500 $ 3,499,989
=========== =========== =========== =========== ============ =========== ===========
Acquisition fees $ 206,710 $ 2,219,998 $ 2,396,810 $ 4,539,336 $ 7,021,906 $ 4,390,033 $ 9,547,487
=========== =========== =========== =========== ============ =========== ===========
Dollar amount of cash generated
from operations before deducting
such payments/accruals to the
General Partner and Affiliates $ 4,880,566 $22,188,677 $23,049,467 $41,451,111 $110,636,171 $39,631,132 $ 3,376,801
=========== =========== =========== =========== ============ =========== ===========
Amount paid or accrued to
General Partner and Affiliates:
Management fee $ 308,910 $ 2,782,287 $ 2,685,205 $ 4,856,426 $ 7,590,910 $ 4,264,017 $ 4,727,365
=========== =========== =========== =========== ============ =========== ===========
Administrative expense reimbursements $ 109,962 $ 708,793 $ 588,966 $ 1,845,178 $ 4,017,943 $ 2,149,605 $ 2,033,341
=========== =========== =========== =========== ============ =========== ===========
</TABLE>
B-4
- --------------------------------------------------------
Prior performance is not an indication of future results.
<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>
Three Months
Ended
March 31, For the Years Ended December 31,
--------- -----------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 226 $ 4,439 $ 40,359 $ 53,041 $ 128,935 $ 188,148
Net gain on sales or remarketing of equipment -- 76,227 82,576 142,237 74,970 87,985
--------- --------- --------- --------- --------- ---------
Gross revenue 226 80,666 122,935 195,278 203,905 276,133
Less:
Administrative expense reimbursement -
General Partner 48 1,878 4,521 7,133 9,690 11,404
General and administrative 658 18,043 34,565 32,252 36,641 34,468
Management fees - General Partner 27 1,004 2,553 4,055 5,951 13,607
Interest expense -- -- 7,875 15,092 39,350 63,423
Provision for (reversal of) bad debts (2) (864) (22,242) (17,000) -- 10,000 33,500
Depreciation expense -- -- -- -- 18,236 46,330
Amortization of initial direct costs -- -- -- -- -- 27
--------- --------- --------- --------- --------- ---------
Net income - GAAP $ 357 $ 81,983 $ 90,421 $ 136,746 $ 84,037 $ 73,374
========= ========= ========= ========= ========= =========
Net income - GAAP - allocable to
limited partners $ 339 $ 77,884 $ 85,900 $ 129,909 $ 79,835 $ 69,705
========= ========= ========= ========= ========= =========
Taxable income from operations (1) (3) 57,520 62,818 198,523 $ 94,532 $ 111,397
========= ========= ========= ========= ========= =========
Cash generated from operations $ (1,260) 24,760 $ 109,929 $ 210,327 $ 268,467 $ 301,679
Cash generated from sales of equipment -- 94,160 112,356 202,787 136,363 216,200
Cash generated from refinancing -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Cash generated from operations, sales and
refinancing (1,260) 118,920 222,285 413,114 404,830 517,879
Less:
Cash distributions to investors from operations,
sales and refinancing 12,523 181,576 225,405 225,405 225,533 233,651
Cash distributions to General Partner from
operations, sales and refinancing 659 9,557 11,863 11,863 11,867 12,297
--------- --------- --------- --------- --------- ---------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ (14,442) $ (72,213) $ (14,983) $ 175,846 $ 167,430 $ 271,931
========= ========= ========= ========= ========= =========
</TABLE>
B-5
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS - SERIES A (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ ----------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<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) (3) $ 21.82 $ 23.82 $ 37.65 $ 35.86 $42.25
======= ======= ======= ======= ======
Cash distributions to investors
Source (on GAAP basis)
Investment income $ .14 $ 31.10 $ 34.30 $ 38.13 $ 31.88 $27.83
Return of capital $ 4.86 $ 41.40 $ 55.70 $ 51.87 $ 58.18 $65.46
Source (on Cash basis)
- Operations - $ 9.89 $ 43.89 $ 83.98 90.06 $93.29
- Sales - $ 37.60 $ 44.87 $ 6.02 - -
- Refinancing - - - - - -
- Other $ 5.00 $ 25.01 $ 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 - 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. In 1997, 1998 and for the first quarter of
1999, the Partnership reversed $17,000, $22,242 and $864, respectively,
of amounts previously included in the allowance for doubtful accounts..
(3) Interim tax information is not available.
B-6
- --------------------------------------------------------
Prior performance is not an indication of future results.
<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>
Three Months
Ended
March 31, For the Years Ended December 31,
------------ ------------------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenue $ 35,682 $ 211,742 $ 333,775 $ 342,739 $ 715,841 $ 1,327,962
Net gain (loss) on sales or remarketing
of equipment (436) 188,876 228,875 176,924 480,681 288,714
--------- ---------- ----------- ----------- ----------- -----------
Gross revenue 35,246 400,618 562,650 519,663 1,196,522 1,616,676
Less:
Interest expense 10,336 77,673 106,868 45,619 182,419 612,643
General and administrative 14,318 75,656 59,847 102,721 102,334 102,444
Administrative expense reimbursement -
General Partner 3,674 20,288 39,609 50,841 85,848 153,287
Management fees - General Partner (3) -- -- -- (228,906) 84,811 151,316
Depreciation expense -- -- -- -- 54,799 106,001
Amortization of initial direct costs -- -- -- 4 33,433 100,949
Provision for (reversal of) bad debts (2) -- (36,892) -- -- 25,000 --
--------- ---------- ----------- ----------- ----------- -----------
Net income - GAAP $ 6,918 $ 263,893 $ 356,326 $ 549,384 $ 627,878 $ 390,036
========= ========== =========== =========== =========== ===========
Net income - GAAP - allocable to
limited partners $ 6,849 $ 261,254 $ 352,763 $ 543,890 $ 621,599 $ 386,136
========= ========== =========== =========== =========== ===========
Taxable income from operations (1) (4) $ 103,673 $ 44,995 $ 740,381 $ 2,363,289 $ 475,707
========== =========== =========== =========== ===========
Cash generated from operations $ 172,638 $ 761,619 $ 879,014 $ 1,002,547 $ 999,015 $ 800,648
Cash generated from sales of equipment 12,100 321,104 544,232 600,737 2,148,030 3,443,168
Cash generated from refinancing -- -- 1,500,000 -- -- --
--------- ---------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 184,738 1,082,723 2,923,246 1,603,284 3,147,045 4,243,816
Less:
Cash distributions to investors from operations,
sales and refinancing 49,950 682,648 1,798,200 1,798,200 1,799,763 1,800,000
Cash distributions to General Partner from
operations, sales and refinancing 504 6,895 18,164 18,164 18,180 18,182
--------- ---------- ----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ 134,284 $ 393,180 $ 1,106,882 $ (213,080) $ 1,329,102 $ 2,425,634
========= ========== =========== =========== =========== ===========
</TABLE>
B-7
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS - SERIES B (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ ---------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (4) $ 5.14 $ 2.23 $ 36.69 $ 116.99 $ 23.55
======== ======== ======== ========= ========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ .34 $ 13.09 $ 17.73 $ 27.23 $ 31.08 $ 19.31
Return of capital $ 2.16 $ 21.11 $ 72.27 $ 62.78 $ 58.92 $ 70.69
Source (on Cash basis)
- Operations $ 2.50 $ 34.20 $ 44.00 $ 50.18 $ 49.96 $ 39.63
- Sales $ - $ - $ 27.24 $ 30.07 $ 40.04 $ 50.37
- Refinancing $ - $ - $ 18.76 - - -
- Other - $ - - $ 9.75 - -
Weighted average number of limited partnership
($100) units outstanding 199,800 199,800 199,800 199,800 199,986 200,000
========== ======== ======== ======== ======== =======
</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. In 1998, the Partnership reversed $36,892 of amounts previously
included in the allowance for doubtful accounts.
(3) The Partnership's original reinvestment period was to expire 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. A majority
of the limited partnership units outstanding responded affirmatively and
the amendments were adopted. These amendments are effective from and after
November 15, 1995 and include: (1) extending the reinvestment period for a
maximum of four additional years and likewise delaying the start and end of
the liquidation period, and (2) eliminating the Partnership's obligation to
pay the General Partner $241,652 of the $368,652 accrued and unpaid
management fees as of December 31, 1996 and all additional management fees
which would otherwise accrue. The remaining $127,000 of unpaid management
fees will be paid to the General Partner and subsequently remitted back to
the Partnership in the form of an additional capital contribution by the
General Partner.
(4) Interim tax information not available.
B-8
- --------------------------------------------------------
Prior performance is not an indication of future results.
<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>
Three Months
Ended
March 31, For the Years Ended December 31,
------------ -------------------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 44,890 $ 291,197 $ 455,472 $ 659,218 $ 964,104 $ 1,775,547
Net gain (loss) on sales or (2,576) 465,144 175,860 511,331 95,250 361,407
remarketing of equipment --------- ----------- ----------- ---------- ----------- -----------
Gross revenue 42,314 756,341 631,332 1,170,549 1,059,354 2,136,954
Less:
General and administrative 12,330 103,231 60,248 37,247 107,419 104,307
Administrative expense reimbursement - 5,311 29,415 59,126 93,494 130,482 174,261
General Partner
Interest expense -- -- 4,888 16,809 253,143 920,433
Management fees - General Partner (3) -- -- (471,463) 92,360 128,533 171,135
Amortization of initial direct costs -- -- -- 6,912 38,892 154,879
Depreciation expense -- -- -- -- -- 224,474
Provision for/(reversal of) bad debt (2) -- (150,000) -- -- -- 141,000
--------- ----------- ----------- ---------- ----------- -----------
Net income - GAAP $ 24,673 $ 773,695 $ 978,533 $ 923,727 $ 400,885 $ 246,645
========= =========== =========== ========== =========== ===========
Net income - GAAP - allocable to $ 24,426 $ 765,958 $ 968,748 $ 914,490 $ 396,876 $ 244,000
limited partners ========= =========== =========== ========== =========== ===========
Taxable income (loss) from operations (1) (4) $ 361,361 $ 274,376 $1,768,103 $ (649,775) $(3,611,476)
=========== =========== ========== =========== ===========
Cash generated from operations $ 176,021 $ 952,528 $ 2,038,710 $1,987,290 $ 391,072 $ 2,854,887
Cash generated from sales of equipment 11,473 646,783 621,621 1,289,421 3,058,969 1,665,032
Cash generated from refinancing -- -- -- -- -- -
--------- ----------- ----------- ---------- ----------- -----------
Cash generated from operations, sales and
refinancing 187,494 1,599,311 2,660,331 3,276,711 3,450,041 4,519,919
Less:
Cash distributions to investors
from operations, sales and refinancing 445,494 1,782,770 1,784,993 1,786,992 1,796,363 1,799,100
Cash distributions to General Partner from
operations, sales and refinancing 4,500 18,017 18,030 18,050 18,144 18,173
--------- ----------- ----------- ---------- ----------- -----------
Cash generated from operations, sales and
refinancing after cash distributions $(262,500) $ (201,476) $ 857,308 $1,471,669 $ 1,635,534 $ 2,702,646
========= =========== =========== ========== =========== ===========
</TABLE>
B-9
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS - SERIES C (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ ----------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (4) $ 18.06 $ 13.70 $ 88.16 $ (32.24) $(178.86)
======== ======== ======== ======== ========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 1.23 $ 38.67 $ 48.85 $ 46.06 $ 19.87 $ 12.21
Return of capital $ 21.27 $ 51.33 $ 41.15 $ 43.94 $ 70.13 $ 77.79
Source (on Cash basis)
- Operations $ 8.89 $ 48.09 $ 90.00 $ 90.00 $ 19.59 $ 90.00
- Sales .58 32.65 - - $ 70.41 -
- Refinancing - - - - - -
- Other 13.03 9.26 - - - -
Weighted average number of limited partnership
($100) units outstanding 198,037 198,087 198,332 198,551 199,558 199,900
======== ======== ======== ======== ======== ========
</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 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. In 1998 the Partnership reversed $150,000 of amounts previously
included in the allowance for doubtful accounts.
(3) The Partnership's original reinvestment period was to expire 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. A
majority of the limited partnership units outstanding responded
affirmatively and the amendments were adopted accordingly. These
amendments are effective from and after June 19, 1996 and include: (1)
extending the reinvestment period for a maximum of four and one half
additional years and likewise delayed the start and end of the liquidation
period, and (2) eliminating 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 all additional management fees which
would otherwise accrue. The remaining $105,000 of unpaid management fees
will be paid to the General Partner and subsequently remitted back to the
Partnership in the form of an additional capital contribution by the
General Partner.
(4) Interim tax information not available.
B-10
- --------------------------------------------------------
Prior performance is not an indication of future results.
<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>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ ------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues $ 598,742 $ 2,612,993 $ 3,084,705 $ 3,619,457 $ 3,270,722
Net gain on sales or remarketing of equipment 278,329 183,820 452,706 2,391,683 1,931,333
----------- ----------- ----------- ----------- -----------
Gross revenue 877,071 2,796,813 3,537,411 6,011,140 5,202,055
Less:
Interest expense 176,948 782,539 1,121,197 1,651,940 621,199
Depreciation expense 161,138 664,121 356,417 -- --
Management fees - General Partner 59,360 397,171 548,400 685,103 594,623
Administrative expense reimbursement - General Partner 34,591 218,158 271,829 301,945 257,401
General and administrative 44,022 268,346 199,751 217,378 273,663
Amortization of initial direct costs 9,048 178,117 363,087 614,441 511,427
Provision for bad debts (2) -- (400,000) -- -- 150,000
----------- ----------- ----------- ----------- -----------
Net income - GAAP $ 391,964 $ 688,361 $ 676,730 $ 2,540,333 $ 2,793,742
=========== =========== =========== =========== ===========
Net income - GAAP - allocable to limited partners $ 388,044 $ 681,477 $ 669,963 $ 2,514,930 $ 2,765,805
=========== =========== =========== =========== ===========
Taxable income from operations (1) (3) $ 86,365 $ 3,483,507 $ 3,097,307 $ 1,641,323
=========== =========== =========== ===========
Cash generated from operations $ 158,511 $ 3,315,260 $ 8,409,703 $ 1,621,624 $ 2,756,354
Cash generated from sales of equipment 997,572 1,394,199 9,741,651 15,681,303 6,776,544
Cash generated from refinancing -- 750,000 2,700,000 5,250,000 4,148,838
----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 1,156,083 5,459,459 20,851,354 22,552,927 13,681,736
Less:
Cash distributions to investors from operations,
sales and refinancing 864,753 4,074,331 7,882,867 5,588,508 5,589,207
Cash distributions to General Partner from
operations, sales and refinancing 8,735 41,155 79,648 56,450 56,457
----------- ----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions $ 282,595 $ 1,343,973 $12,888,839 $16,907,969 $ 8,039,072
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
1994
----
<S> <C>
Revenues $ 3,661,321
Net gain on sales or remarketing of equipment 1,199,830
-----------
Gross revenue 4,861,151
Less:
Interest expense 652,196
Depreciation expense 4,167
Management fees - General Partner 778,568
Administrative expense reimbursement - General Partner 337,867
General and administrative 412,655
Amortization of initial direct costs 580,457
Provision for bad debts (2) 475,000
-----------
Net income - GAAP $ 1,620,241
===========
Net income - GAAP - allocable to limited partners $ 1,604,039
===========
Taxable income from operations (1) $ 2,612,427
===========
Cash generated from operations $ 1,969,172
Cash generated from sales of equipment 9,054,589
Cash generated from refinancing --
-----------
Cash generated from operations, sales and
refinancing 11,023,761
Less:
Cash distributions to investors from operations,
sales and refinancing 5,596,503
Cash distributions to General Partner from
operations, sales and refinancing 56,530
-----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions $ 5,370,728
===========
</TABLE>
B-11
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS - SERIES D (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ --------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<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) (3) $ 2.14 $ 86.40 $ 76.82 $ 40.70 $ 64.71
======== ======== ========= ======= =========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 9.72 $ 17.08 $ 16.79 $ 63.00 $ 69.28 $ 40.13
Return of capital 11.95 $ 85.02 $ 180.71 $ 77.00 $ 70.72 $ 99.87
Source (on Cash basis)
- Operations $ 3.97 $ 83.08 $ 197.50 $ 40.62 $ 69.04 $ 48.77
- Sales $ 17.70 19.02 - 99.38 $ 70.96 $ 91.23
- Refinancing - - - - - -
- Other $ - - - - - -
Weighted average number of limited partnership
($100) units outstanding 399,118 399,118 399,138 399,179 399,229 399,703
========= ======== ======== ======== ======= ========
</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 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. In 1998 the Partnership reversed $400,000 of amounts
previously included in the allowance for doubtful accounts.
(3) Interim tax information not available.
B-12
- --------------------------------------------------------
Prior performance is not an indication of future results.
<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>
Three Months
Ended
March 31, For the Years Ended December 31,
----------- ---------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues $ 2,534,806 $ 9,435,503 $ 6,401,873 $ 7,907,175 $ 10,570,473
Net gain on sales or remarketing of equipment 114,684 652,164 1,209,420 1,942,041 1,610,392
----------- ----------- ------------ ------------ ------------
Gross revenue 2,649,490 10,087,667 7,611,293 9,849,216 12,180,865
Less:
Interest expense 1,162,697 4,495,629 2,471,045 2,957,534 4,377,702
Management fees - General Partner 233,637 1,207,760 919,728 1,120,336 1,596,569
Administrative expense reimbursement - General Partner 139,838 657,327 486,253 563,107 784,775
Provision for bad debts (3) -- 1,275,089 -- 400,000 600,000
Amortization of initial direct costs 11,946 235,302 461,620 887,960 1,530,505
Depreciation 146,803 545,503 475,619 1,061,711 1,061,712
General and administrative 204,319 558,525 370,705 608,293 638,362
Minority interest in joint venture 93,463 64,826 57,738 6,392 5,438
----------- ----------- ------------ ------------ ------------
Net income - GAAP $ 656,787 $ 1,047,706 $ 2,368,585 $ 2,243,883 $ 1,585,802
=========== =========== ============ ============ ============
Net income - GAAP - allocable to limited partners $ 650,219 $ 1,037,229 $ 2,344,899 $ 2,221,444 $ 1,569,944
=========== =========== ============ ============ ============
Taxable income (loss) from operations (1) (3) $ 1,688,176 $ 981,575 $ (3,280,008) $ 1,700,386
=========== ============ ============ ============
Cash generated from operations $ 2,882,946 $12,745,950 $ 21,638,350 $ 13,210,339 $ 8,768,414
Cash generated from sales of equipment 1,711,972 2,476,110 15,313,194 10,358,637 7,419,261
Cash generated from refinancing -- 61,878,918 20,765,451 13,780,000 7,400,000
----------- ----------- ------------ ------------ ------------
Cash generated from operations, sales and refinancing 4,594,918 77,100,978 57,716,995 37,348,976 23,587,675
Less:
Cash distributions to investors from operations,
sales and refinancing 1,532,320 7,755,553 7,768,316 7,771,164 7,773,082
Cash distributions to General Partner from operations,
sales and refinancing 15,478 78,338 78,468 78,496 78,512
----------- ----------- ------------ ------------ ------------
Cash generated from operations, sales and refinancings
after cash distributions $ 3,047,120 $69,267,087 $ 49,870,211 $ 29,499,316 $ 15,736,081
=========== =========== ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
1994
----
<S> <C>
Revenues $10,946,254
Net gain on sales or remarketing of equipment 628,027
-----------
Gross revenue 11,574,281
Less:
Interest expense 4,868,950
Management fees - General Partner 1,547,509
Administrative expense reimbursement - General Partner 408,114
Provision for bad debts (3) 250,000
Amortization of initial direct costs 1,840,714
Depreciation 289,478
General and administrative 438,569
Minority interest in joint venture --
-----------
Net income - GAAP $ 1,930,947
===========
Net income - GAAP - allocable to limited partners $ 1,511,824
===========
Taxable income (loss) from operations (1) $ 2,793,029
===========
Cash generated from operations $17,597,929
Cash generated from sales of equipment 6,492,842
Cash generated from refinancing --
-----------
Cash generated from operations, sales and refinancing 24,090,771
Less:
Cash distributions to investors from operations,
sales and refinancing 8,390,043
Cash distributions to General Partner from operations,
sales and refinancing 78,582
-----------
Cash generated from operations, sales and refinancings
after cash distributions $15,622,146
===========
</TABLE>
B-13
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS-SERIES E (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Year Ended December 31,
------------------ ---------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<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) (3) $ 27.48 $ 15.95 $ (53.28) $ 27.61 $ 45.32
======== ======== ======== ======== ========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 10.69 $ 17.05 $ 38.49 $ 36.45 $ 25.75 $ 24.78
Return of capital $ 14.51 $ 110.45 $ 89.01 $ 91.05 $ 101.75 $ 112.74
Source (on cash basis)
- Operations $ 25.20 $ 127.50 $ 127.50 $ 127.50 $ 127.50 $ 137.52
- Sales - - - - -
- Refinancings - - - - -
- Other - - - - -
Weighted average number of limited partnership
($100) units outstanding 607,856 608,273 609,211 609,503 609,650 610,080
======== ======== ======== ======== ======== ========
</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 Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(3) Interim tax information not available.
B-14
- --------------------------------------------------------
Prior performance is not an indication of future results.
<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>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ ---------------------------------------------
1999 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 1,470,429 $ 5,327,322 $ 6,452,409 $ 9,238,182
Net gain on sales or remarketing of equipment 218,041 835,048 58,523 338,574
------------ ------------ ------------ ------------
Gross revenue 1,688,470 6,162,370 6,510,932 9,576,756
Less:
Interest expense 460,253 2,164,887 2,648,557 4,330,544
Management fees - General Partner 163,360 969,546 1,092,714 1,333,394
Amortization of initial direct costs 53,446 893,953 1,071,656 1,349,977
Depreciation 156,300 736,793 745,275 848,649
Administrative expense reimbursement - General Partner 86,213 485,391 547,382 642,276
Provision for bad debts (3) -- 52,997 183,274 750,000
General and administrative 61,416 384,414 178,464 657,470
Minority interest in joint venture 2,208 6,750 7,990 31,413
------------ ------------ ------------ ------------
Net income (loss) - GAAP $ 705,274 $ 467,639 $ 35,620 $ (366,967)
============ ============ ============ ============
Net income (loss) - GAAP - allocable to limited partners $ 698,221 $ 462,963 $ 35,264 $ (363,297)
============ ============ ============ ============
Taxable income (loss) from operations (1) (4) $ (3,616,045) $ (1,154,365) $ (574,054)
============ ============ ============
Cash generated from operations $ 443,938 $ 3,543,778 $ 12,075,547 $ 9,923,936
Cash generated from sales of equipment 1,227,776 4,473,161 4,336,675 8,684,744
Cash generated from refinancing -- -- -- 9,113,081
------------ ------------ ------------ ------------
Cash generated from operations, sales and refinancing 1,671,714 8,016,939 16,412,222 27,721,761
Less:
Cash distributions to investors from operations,
sales and refinancing 1,019,828 4,085,189 4,102,940 4,119,354
Cash distributions to General Partner from operations,
sales and refinancing 10,301 41,261 41,444 41,613
------------ ------------ ------------ ------------
Cash generated from operations, sales and refinancing
after cash distributions $ 641,585 $ 3,890,489 $ 12,267,838 $ 23,560,794
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
-------------------------------
1995 1994
---- ----
<S> <C> <C>
Revenues $ 6,622,180 $ 203,858
Net gain on sales or remarketing of equipment 107,733 --
------------ ------------
Gross revenue 6,729,913 203,858
Less:
Interest expense 3,003,633 2,142
Management fees - General Partner 696,096 8,827
Amortization of initial direct costs 828,154 12,748
Depreciation 636,487 --
Administrative expense reimbursement - General Partner 381,471 6,872
Provision for bad debts (3) 570,000 63,500
General and administrative 360,235 38,879
Minority interest in joint venture 177,769 --
------------ ------------
Net income (loss) - GAAP $ 76,068 $ 70,890
============ ============
Net income (loss) - GAAP - allocable to limited partners $ 75,307 $ 70,181
============ ============
Taxable income (loss) from operations (1) $ 2,239,753 $ 71,033
============ ============
Cash generated from operations $ 8,776,203 $ 439,913
Cash generated from sales of equipment 1,016,807 --
Cash generated from refinancing 33,151,416 --
------------ ------------
Cash generated from operations, sales and refinancing 42,944,426 439,913
Less:
Cash distributions to investors from operations,
sales and refinancing 2,543,783 311,335
Cash distributions to General Partner from operations,
sales and refinancing 25,694 3,145
------------ ------------
Cash generated from operations, sales and refinancing
after cash distributions $ 40,374,949 $ 125,433
============ ============
</TABLE>
B-15
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS-L.P. SIX
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ --------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<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) (4) $ (94.21) $ (29.94) $ (14.83) $ 85.13 $ 22.15
======== ======== ======== ======== =======
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 18.40 $ 12.18 $ .86 $ - $ 2.89 $ 22.10
Return of capital $ 8.47 95.32 $ 106.64 $ 107.50 $ 94.78 $ 75.94
Source (on cash basis)
- Operations $ 11.70 93.25 $ 107.50 $ 107.50 $ 97.67 $ 98.04
- Sales 15.17 14.25 - - - -
- Refinancing - - - - - -
- Other -
Weighted average number of limited partnership
($100) units outstanding 379,353 379,984 381,687 383,196 260,453 31,755
======== ======= ======= ======= ======= ======
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income (loss)
from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The program held its initial closing on March 31, 1994. Taxable income from
operations per $1,000 limited partner investment is calculated based on the
weighted average number of limited partnership units outstanding during the
period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-16
- --------------------------------------------------------
Prior performance is not an indication of future results.
<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>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ -------------------------------------------
1999 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 4,487,983 $ 16,513,507 $ 8,000,454 $ 1,564,069
Net gain on sales or remarketing of equipment 176,579 694,111 1,748,790 --
------------ ------------ ------------ ------------
Gross revenue 4,664,562 17,207,618 9,749,244 1,564,069
Less:
Interest expense 1,801,892 8,050,315 3,652,517 398,200
Management fees - General Partner 603,424 2,337,112 1,522,045 264,784
Amortization of initial direct costs 436,376 1,929,906 932,123 230,785
Administrative expense reimbursement - General Partner 257,859 1,005,354 652,319 117,809
Provision for bad debts (3) 200,000 700,000 150,000 75,000
General and administrative 116,196 491,239 186,280 72,040
Minority interest in joint venture 1,199 4,516 4,380 --
------------ ------------ ------------ ------------
Net income - GAAP $ 1,247,616 $ 2,689,176 $ 2,649,580 $ 405,451
============ ============ ============ ============
Net income - GAAP - allocable to limited partners $ 1,235,140 $ 2,662,284 $ 2,623,084 $ 401,396
============ ============ ============ ============
Taxable income (loss) from operations (1) (4) $ (5,506,497) $ 2,335,939 $ 146,726
============ ============ ============
Cash generated from operations $ 271,234 535,582 $ 2,855,330 $ 973,899
Cash generated from sales of equipment 769,046 4,903,647 7,315,408 --
Cash generated from refinancing 3,000,000 -- -- --
------------ ------------ ------------ ------------
Cash generated from operations, sales and refinancing 4,040,280 5,439,229 10,170,738 973,899
Less:
Cash distributions to investors from operations,
sales and refinancing 2,678,115 8,692,479 4,147,829 1,361,099
Cash distributions to General Partner from operations,
sales and refinancing 27,052 87,803 41,125 13,749
------------ ------------ ------------ ------------
Cash generated from (used by) operations, sales and refinancing
after cash distributions $ 1,335,113 $ (3,341,053) $ 5,981,784 $ (400,949)
============ ============ ============ ============
</TABLE>
B-17
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS-L.P. SEVEN
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
------------------ -----------------------------------------
1999 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (4) $ (67.41) $ 55.90 $ 9.30
========= ======== ========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 12.39 $ 32.92 $ 67.94 $ 31.71
Return of capital $ 14.48 $ 74.58 $ 39.56 $ 75.79
Source (on cash basis)
- Operations $ 2.72 $ 6.62 $ 73.96 $ 76.97
- Sales 7.72 $ 60.64 $ 33.54 -
- Refinancing 16.43 - - -
- Other $ - $ 40.24 - $ 30.53
Weighted average number of limited partnership
($100) units outstanding 996,400 808,650 413,677 156,222
======== ======== ======== ========
</TABLE>
(1) The difference between Net income - GAAP and Taxable income from operations
is due to different methods of calculating depreciation and amortization,
the use of the reserve method for providing for possible doubtful accounts
under GAAP and different methods of recognizing revenue on Direct Finance
Leases.
(2) The program held its initial closing on January 19, 1996. Taxable income
from operations per $1,000 limited partner investment is calculated based
on the weighted average number of limited partnership units outstanding
during the period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-18
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE IV
RESULTS OF COMPLETED PRIOR PUBLIC PROGRAMS
(UNAUDITED)
No Prior Public Programs
have completed operations in the five years ended March 31, 1999.
B-19
- --------------------------------------------------------
Prior performance is not an indication of future results.
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT - PRIOR PUBLIC PROGRAMS
(UNAUDITED)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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)
</TABLE>
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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 1993 1993 $22,660 $0 $0 $0 $0
Agriculture 1988 1994 $30,000 $288 $288 $0 $0
Medical 1988 1994 $46,050 $6,438 $6,438 $0 $0
Computers 1989 1994 $71,152 $6,942 $500 ($6,442) ($1,449)
Computers 1991 1994 $156,552 $6,882 $16,611 $9,729 ($41,137)
Material Handling 1991 1994 $7,013 $1,973 $2,203 $230 ($604)
Medical 1991 1994 $40,556 ($11,278) $1,460 $12,738 $375
Fixture 1992 1994 $3,396 $751 $845 $94 ($1,192)
Manufacturing & Production 1992 1994 $17,103 ($199) $0 $199 ($5,443)
Furniture 1993 1994 $26,868 $0 $0 $0 $0
Manufacturing & Production 1993 1994 $27,096 $10,139 $11,054 $915 $0
Agriculture 1989 1994 $14,191 $350 $350 $0 $0
Printing 1993 1994 $24,112 $24,030 $27,061 $3,031 $0
Computers 1991 1995 $17,200 $173 $3,522 $3,349 $1,594
Copiers 1991 1995 $49,081 $7,350 $7,423 $73 ($3,044)
Sanitation 1991 1995 $21,452 $560 $4,818 $4,258 $3,010
Agriculture 1992 1995 $7,828 $462 $737 $275 ($1,901)
Computers 1993 1995 $64,391 $36,094 $5,863 ($30,231) $0
Manufacturing & Production 1993 1995 $28,557 $8,752 $8,912 $160 $0
Retail 1993 1995 $28,507 ($9) $697 $706 $0
Computers 1991 1996 $35,618 $1,502 $20,150 $18,648 $19,571
Copiers 1991 1996 $117,238 $17,784 $32,380 $14,596 $28,006
Material Handling 1991 1996 $14,996 $843 $3,223 $2,380 $3,432
Sanitation 1991 1996 $35,854 $5,946 $5,649 ($297) $5,260
Fixture 1992 1996 $18,452 $1,909 $1,909 $0 ($1,919)
Computers 1993 1996 $72,479 ($573) $515 $1,088 $0
Furniture 1993 1996 $9,978 ($2) $0 $2 $0
Material Handling 1993 1996 $11,824 $0 $0 $0 $0
1993 1996 $33,190 $400 $403 $3 $0
Retail 1993 1996 $44,673 ($5) $0 $0 $0
Sanitation 1993 1996 $5,822 $0 $0 $0 $0
Video Production 1993 1996 $41,465 $12,099 $12,441 $342 $0
</TABLE>
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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 1994 1996 $12,166 $960 $2,000 $1,040 ($4,259)
Computers 1991 1997 $75,602 $4,349 $15,753 $11,403 $19,783
Computers 1993 1997 $39,593 $6,013 $0 ($6,013) $0
Retail 1993 1997 $158,276 $16,960 $23,438 $23,423 $5,373
Video 1993 1997 $27,273 $0 $0 $0 $0
Sanitation 1996 1997 $3,571 $43 $1,380 $1,337 $0
Computers 1991 1998 $5,018 $0 $614 $614 $1,143
Computers 1993 1998 $178,752 $0 $187 $187 $0
Manufacturing & Production 1993 1998 $157,173 $394 $706 $311 $0
Material Handling 1993 1998 $27,258 $0 $669 $669 $0
Medical 1993 1998 $12,963 $0 $0 $0 $0
Printing 1993 1998 $33,033 $0 $772 $772 $0
Reprographics 1993 1998 $53,149 $0 $2,501 $2,501 ($6,941)
Retail 1993 1998 $99,794 $0 $37,856 $37,856 $37,435
Telecommunications 1993 1998 $26,238 $591 $605 $14 $0
Video 1993 1998 $16,975 $0 $0 $0 $0
Manufacturing & Production 1995 1998 $14,356 $0 $0 $0 $0
Telecommunications 1996 1998 $15,297 $0 $0 $0 $0
Computers 1997 1998 $9,289 $3,136 $0 ($3,136) $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 seven years ended December
31, 1998, and the three months ended March 31, 1999. 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)
</TABLE>
<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 seven years ended December
31, 1998, and the three months ended March 31, 1999. 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>
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)
</TABLE>
<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 seven years ended December
31, 1998, and the three months ended March 31, 1999. 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>
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)
</TABLE>
<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 seven years ended December
31, 1998, and the three months ended March 31, 1999. 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 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
Automotive 1996 1997 $19,219 $602 $2,799 $2,197 $0
Computers 1996 1997 $81,936 $30,716 $32,590 $1,873 $0
Restaurant 1996 1997 $14,346 $13,996 $16,964 $2,968 $0
Telecommunications 1996 1997 $50,797 $886 $886 $0 $0
Construction 1991 1998 $13,317 $1,046 $1,244 $198 $0
Restaurant 1993 1998 $12,233 $0 $0 ($0) $0
</TABLE>
<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 seven years ended December
31, 1998, and the three months ended March 31, 1999. 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>
Retail 1993 1998 $1,191,185 $112,046 $166,375 $54,329 ($1,119,715)
Computers 1994 1998 $34,227 $398 $1,256 $858 $0
Furniture 1994 1998 $330,381 $2,281 $3,432 $1,152 ($28,476)
Manufacturing & Production 1994 1998 $86,801 $2,833 $1,036 ($1,796) ($39,369)
Restaurant 1994 1998 $12,802 $0 $1,452 $1,452 $0
Computers 1995 1998 $107,763 $0 $2,368 $2,368 $0
Manufacturing & Production 1995 1998 $123,207 $0 $1,069 $1,069 $0
Restaurant 1995 1998 $60,183 $0 $3,116 $3,116 $0
Telecommunications 1995 1998 $16,828 $0 $0 $0 $0
Automotive 1996 1998 $22,278 $0 $2,245 $2,245 $0
Computers 1996 1998 $33,537 $0 $0 $0 $0
Furniture 1996 1998 $470,368 $22,468 $396,938 $374,470 ($489,183)
Manufacturing & Production 1996 1998 $13,260 $0 $445 $445 $0
Video Prodroduction 1996 1998 $53,372 $622 $624 $2 $0
Computers 1991 1999 $12,981 $84 $0 ($84) (4)
Telecommunications 1991 1999 $17,935 $0 $1,300 $1,300 (4)
Computers 1994 1999 $15,606 $0 $1,993 $1,993 (4)
Manufacturing & Production 1994 1999 $26,567 $156 $336 $180 (4)
Medical 1994 1999 $15,008 $1,383 $1,757 $374 (4)
Restaurant 1994 1999 $29,171 $2,850 $1,552 ($1,297) (4)
Retail 1995 1999 $16,346 $0 $1 $1 (4)
Computers 1996 1999 $44,246 $0 $1,521 $1,521 (4)
Construction 1996 1999 $29,353 $1,024 $1,774 $749 (4)
Furniture 1996 1999 $51,853 $0 $0 $0 (4)
Medical 1996 1999 $11,554 $0 $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.
(4) Federal Taxable Gain (Loss) information not yet available for 1999
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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)
</TABLE>
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
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
</TABLE>
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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 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)
</TABLE>
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
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)
</TABLE>
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
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
</TABLE>
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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 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
</TABLE>
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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 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
Audio 1993 1998 $24,542 $0 $0 ($0) $0
Computers 1993 1998 $39,709 $0 $903 $896 $0
Manufacturing & Production 1993 1998 $52,813 $0 $56 $48 $0
Retail 1993 1998 $119,662 $0 $89,793 $89,793 ($107,696)
Furniture 1994 1998 $314,806 $0 $0 ($1) ($10,625)
Manufacturing & Production 1994 1998 $70,492 $14,244 $8,999 ($5,245) ($63,443)
Telecommunications 1994 1998 $10,910 $331 $934 $603 $0
Computers 1995 1998 $134,603 $280 $317 $35 $0
Fixtures 1995 1998 $39,968 $0 $332 $332 $0
Furniture 1995 1998 $26,533 $0 $1 $1 $0
Manufacturing & Production 1995 1998 $32,728 $10,823 $11,551 $728 $0
Medical 1995 1998 $30,287 $0 $0 ($0) ($27,258)
Printing 1995 1998 $23,947 $358 $3,693 $3,335 ($12,109)
Restaurant 1995 1998 $18,770 $0 $0 ($12) $0
Video Production 1995 1998 $19,080 $0 $0 ($8) $0
Furniture 1996 1998 $5,808 $12 $0 ($12) $0
Telecommunications 1997 1998 $136,762 $90,209 $131,929 $41,720 ($123,086)
Computers 1998 1998 $29,409 $0 $0 ($1) $0
Computers 1993 1999 $29,329 $0 $0 $0 (4)
Medical 1995 1999 $17,085 $0 $0 ($0) (4)
Restaurant 1995 1999 $15,388 $3,849 $4,318 $469 (4)
</TABLE>
<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 eight years ended December 31, 1998,
and the three months ended March 31, 1999. 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 1996 1999 $12,417 $0 $883 $883 (4)
Telecommunications 1996 1999 $14,867 $508 $0 ($508) (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1999
<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 seven years ended December 31, 1998,
and the three months ended March 31, 1999. 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)
</TABLE>
<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 seven years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
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)
</TABLE>
<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 seven years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
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
</TABLE>
<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 seven years ended December 31, 1998,
and the three months ended March 31, 1999. 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 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
</TABLE>
<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 seven years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
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
Computers 1991 1998 $27,771 $1,876 $0 ($1,876) $0
Computers 1992 1998 $23,813 $3,045 $0 ($3,045) $2,289
Manufacturing & Production 1992 1998 $2,008,734 $531,576 $129,842 ($401,734) $527,709
Medical 1992 1998 $168,385 $17,866 $18,654 $788 $29,525
Computers 1993 1998 $26,738 $0 $0 $0 $0
Manufacturing & Production 1993 1998 $128,488 $5,953 $499 ($5,454) $0
Office Equipment 1993 1998 $17,197 $0 $0 $0 $0
Retail 1993 1998 $14,272 $1,396 $0 ($1,396) $0
Computers 1994 1998 $72,515 $19,396 $817 ($18,578) ($3,808)
Fixtures 1994 1998 $39,714 $6,382 $7,542 $1,160 ($4,350)
Manufacturing & Production 1994 1998 $34,966 $230 $0 ($230) ($6,866)
Medical 1994 1998 $47,024 $249 $968 $719 ($8,582)
Restaurant 1994 1998 $379,600 $27,557 $27,437 ($120) $0
Retail 1994 1998 $281,194 $58,107 $39,134 ($18,973) ($14,891)
Telecommunications 1994 1998 $20,637 $1,280 $2,088 $808 $0
Computers 1995 1998 $2,164,520 $375,864 $344,018 ($31,846) ($361,280)
</TABLE>
<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 seven years ended December 31, 1998,
and the three months ended March 31, 1999. 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 1995 1998 $24,669 $0 $0 $0 $0
Printing 1995 1998 $1,491 $95 $573 $478 ($24)
Restaurant 1995 1998 $356,338 $249,255 $8,877 ($240,378) $0
Telecommunications 1995 1998 $17,306 $1,015 $2,260 $1,244 ($4,677)
Video Production 1995 1998 $21,548 $0 $0 $0 $0
Computers 1996 1998 $332,919 $3,286 $30,165 $26,879 ($108,434)
Furniture 1996 1998 $7,100 $305 $1,000 $695 ($3,135)
Manufacturing & Production 1996 1998 $786,344 $45,860 $205,208 $159,348 ($240,751)
Office Equipment 1996 1998 $32,350 $1,990 $11,837 $9,847 ($6,957)
Computers 1997 1998 $34,562 $32,385 $0 ($32,385) $0
Fixtures 1997 1998 $12,088 $8,697 $0 ($8,697) $0
Manufacturing & Production 1997 1998 $62,069 $41,960 $51,209 $9,249 $0
Medical 1997 1998 $6,606 $2,481 $2,545 $63 ($4,132)
Restaurant 1998 1998 $274,771 $263,404 $0 ($263,404) $0
Computers 1994 1999 $136,015 $674 $6,876 $6,202 (4)
Computers 1994 1999 $484,152 $49,621 $77,274 $27,653 (4)
Manufacturing & Production 1994 1999 $12,534 $0 $908 $908 (4)
Manufacturing & Production 1994 1999 $25,719 $7,292 $7,701 $409 (4)
Telecommunications 1994 1999 $12,190 $0 $0 $0 (4)
Computers 1996 1999 $3,812,276 $579,496 $837,009 $257,513 (4)
Manufacturing & Production 1996 1999 $8,961 $490 $1,550 $1,060 (4)
Medical 1997 1999 $17,800 $0 $0 $0 (4)
Telecommunications 1997 1999 $263,816 $187,162 $0 ($187,162) (4)
Video Production 1997 1999 $20,226 $7,940 $6,640 ($1,300) (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1999
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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 & Prod. 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 & Prod. 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
</TABLE>
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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 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 & Prod. 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 & Prod. 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)
</TABLE>
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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 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 & Prod. 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 & Prod. 1993 1995 $214,562 $27,462 $18,400 ($9,062) ($10,793)
</TABLE>
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
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 & Prod. 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 & Prod. 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 & Prod. 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)
</TABLE>
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
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 & Prod. 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 & Prod. 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
</TABLE>
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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 1995 1996 $104,042 $82,701 $37,325 ($45,376) ($45,738)
Manufacturing & Prod. 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 & Prod. 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 & Prod. 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 & Prod. 1993 1997 $536,057 $69,376 $86,814 $17,438 ($4,079)
Miscellaneous 1993 1997 $11,404 $0 $262 $262 $0
</TABLE>
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
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 & Prod. 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 & Prod. 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
</TABLE>
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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 & Prod. 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 & Prod. 1997 1997 $56,217 $54,750 $89,370 $34,620 $0
Manufacturing & Prod. 1992 1998 $25,735 $2,404 $2,380 ($24) $4,850
Medical 1992 1998 $28,945 $0 $0 $0 $18,473
Office Equipment 1992 1998 $3,486 $0 $0 $0 $3,786
Photography 1992 1998 $11,376 $1,738 $0 ($1,738) $1,094
Telecommunications 1992 1998 $11,597 $0 $200 $200 $9,370
Automotive 1993 1998 $87,673 $762 $2,624 $1,863 $0
Computers 1993 1998 $1,733,507 $276,113 $396,546 $120,433 $344,388
Manufacturing & Prod. 1993 1998 $7,678,431 $1,706,779 $1,242,850 ($463,929) $2,449,451
Material Handling 1993 1998 $118,051 $11,071 $15,836 $4,765 $16,121
Medical 1993 1998 $136,260 $2,133 $953 ($1,180) $0
Restaurant 1993 1998 $191,987 $1,006 $106 ($899) $0
Retail 1993 1998 $809,816 $71,096 $33,937 ($37,159) $23,068
Sanitation 1993 1998 $48,315 $0 $0 $0 $0
Telecommunications 1993 1998 $648,906 $35,408 $88,877 $53,470 $88,042
Computers 1994 1998 $22,525 $51 $300 $249 ($2,099)
Furniture 1994 1998 $74,536 $7,513 $14,995 $7,482 ($1,269)
Manufacturing & Prod. 1994 1998 $1,690,014 $416,684 $293,613 ($123,071) $513,768
Medical 1994 1998 $25,617 $6,948 $2,500 ($4,448) $0
Automotive 1995 1998 $8,961 $3,900 $0 ($3,900) $0
Computers 1995 1998 $212,327 $2,422 $644 ($1,778) $0
Furniture 1995 1998 $22,787 $0 $0 $0 $0
Manufacturing & Prod. 1995 1998 $166,073 $2,638 $3,103 $465 $0
Medical 1995 1998 $117,168 $37,769 $0 ($37,769) $0
Restaurant 1995 1998 $23,799 $0 $0 $0 $0
Retail 1995 1998 $89,814 $8,074 $388 ($7,686) $0
Telecommunications 1995 1998 $43,490 $0 $486 $486 $0
Transportation 1995 1998 $36,258 $0 $0 $0 $0
</TABLE>
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
Audio 1996 1998 $81,517 $53,784 $1,542 ($52,242) $0
Computers 1996 1998 $37,165 $28,795 $37 ($28,758) $0
Furniture 1996 1998 $229,124 $10,974 $239,050 $228,076 $90,603
Manufacturing & Prod. 1996 1998 $2,966 $0 $0 $0 $0
Material Handling 1996 1998 $286,251 $4,475 $64,731 $60,256 ($111,494)
Restaurant 1996 1998 $71,473 $41,524 $47,985 $6,461 $0
Telecommunications 1996 1998 $517,760 $236,581 $90,230 ($146,351) ($222,673)
Audio 1997 1998 $146,675 $108,896 $180 ($108,716) $0
Automotive 1997 1998 $23,941 $19,776 $8,082 ($11,694) $0
Computers 1997 1998 $339,493 $286,269 $34,750 ($251,518) $0
Fixtures 1997 1998 $127,298 $76,956 $76,000 ($956) $0
Manufacturing & Prod. 1997 1998 $114,968 $114,482 $24,589 ($89,893) $0
Material Handling 1997 1998 $358,411 $139,980 $54,400 ($85,580) ($228,965)
Medical 1997 1998 $55,017 $56,277 $0 ($56,277) $0
Printing 1997 1998 $38,468 $37,049 $0 ($37,049) $0
Restaurant 1997 1998 $11,438 $9,679 $10,753 $1,074 $0
Telecommunications 1997 1998 $37,484 $1 $1 $0 $0
Video Production 1997 1998 $120,470 $75,218 $39,134 ($36,083) $0
Automotive 1998 1998 $19,096 $18,410 $18,579 $170 $0
Computers 1998 1998 $40,204 $32,477 $27,445 ($5,032) $0
Construction 1998 1998 $24,935 $0 $0 $0 $0
Copiers 1998 1998 $2,561 $1,732 $2,104 $371 $0
Fixtures 1998 1998 $135,089 $225,413 $226,995 $1,582 $0
Medical 1998 1998 $8,700 $38 $0 ($38) $0
Other 1998 1998 $17,851 $17,281 $0 ($17,281) $0
Restaurant 1998 1998 $19,584 $18,504 $0 ($18,504) $0
Video Production 1998 1998 $47,564 $44,703 $2,049 ($42,654) $0
Medical 1992 1999 $28,789 $827 $0 ($827) (4)
Computers 1993 1999 $17,922 $3,464 $2 ($3,462) (4)
Retail 1993 1999 $19,648 $1,016 $0 ($1,016) (4)
Telecommunications 1993 1999 $105,620 $1,722 $2,627 $905 (4)
Manufacturing & Prod. 1994 1999 $5,398,842 $1,051,678 $317,300 ($734,378) (4)
Retail 1994 1999 $1,902,683 $332,716 $258,913 ($73,803) (4)
Manufacturing & Prod. 1995 1999 $50,812 $2,513 $4,224 $1,711 (4)
Audio 1996 1999 $59,239 $46,600 $0 ($46,600) (4)
</TABLE>
<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 six years ended December 31, 1998,
and the three months ended March 31, 1999. 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>
Telecommunications 1996 1999 $50,887 $5,547 $4,080 ($1,467) (4)
Automotive 1997 1999 $15,937 $12,294 $7,110 ($5,183) (4)
Computers 1997 1999 $6,768 $0 $0 $0 (4)
Fixtures 1997 1999 $46,838 $36,603 $38,428 $1,825 (4)
Mining 1997 1999 $558,796 $502,086 $6,109 ($495,978) (4)
Automotive 1998 1999 $27,718 $23,800 $14,000 ($9,800) (4)
Computers 1998 1999 $17,300 $7,287 $7,844 $557 (4)
Copiers 1998 1999 $6,001 $750 $743 ($6) (4)
Restaurant 1998 1999 $24,567 $532 $403 ($129) (4)
Telecommunications 1998 1999 $23,155 $16,595 $19,332 $2,736 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1999
<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 four years ended December 31, 1998, and the
three months ended March 31, 1999. 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
</TABLE>
<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 four years ended December 31, 1998, and the
three months ended March 31, 1999. 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>
Telecommunications 1996 1997 $216,401 $118,544 $3,044 $3,044 ($7,459)
Computers 1994 1998 $1,081,272 $182,678 $297,047 $114,369 $90,134
Furniture 1994 1998 $152,405 $0 $0 $0 $0
Manufacturing & Production 1994 1998 $196,353 $28,664 $21,290 ($7,374) ($8,364)
Retail 1994 1998 $312,317 $15,946 $29,399 $13,453 ($20,149)
Video Production 1994 1998 $14,310 $100 $112 $12 ($2,802)
Computers 1995 1998 $5,253,429 $626,894 $984,318 $357,424 ($814,270)
Furniture 1995 1998 $71,673 $0 $1,415 $1,415 $0
Manufacturing & Production 1995 1998 $545,660 $60,803 $121,399 $60,595 $34,751
Material Handling 1995 1998 $33,158 $37 $2,001 $1,964 $0
Medical 1995 1998 $155,914 $3,994 $5,211 $1,217 $0
Printing 1995 1998 $829,320 $43,449 $31,748 ($11,701) ($13,168)
Restaurant 1995 1998 $10,838 $0 $0 $0 $0
Retail 1995 1998 $23,389 $13,568 $5,300 ($8,268) $0
Telecommunications 1995 1998 $17,883 $542 $1,250 $708 ($1,743)
Aircraft 1996 1998 $20,183,834 $1,762,606 $2,647,482 $884,876 ($656,362)
Computers 1996 1998 $37,213 $2,027 $1,834 ($192) ($4,673)
Copiers 1996 1998 $231,614 $11,051 $59,407 $48,356 ($75,808)
Manufacturing & Production 1996 1998 $95,165 $19,874 $45,403 $25,529 $9,868
Printing 1996 1998 $39,424 $0 $562 $562 $0
Telecommunications 1996 1998 $1,123,203 $516,251 $256,378 ($259,873) ($28,268)
Manufacturing & Production 1997 1998 $24,349 $0 $0 $0 $0
Printing 1997 1998 $56,805 $45,916 $25,273 ($20,643) $0
Telecommunications 1997 1998 $60,692 $47,285 $11,465 ($35,820) ($45,497)
Printing 1998 1998 $33,213 $660 $0 ($660) $0
Furniture 1994 1999 $136,766 $0 $0 $0 (4)
Manufacturing & Production 1994 1999 $499,451 $79,381 $99,772 $20,391 (4)
Telecommunications 1994 1999 $35,338 $6,642 $8,030 $1,388 (4)
Video Production 1994 1999 $82,844 $845 $4,262 $3,417 (4)
Agriculture 1995 1999 $37,934 $0 $0 $0 (4)
Computers 1995 1999 $1,902,926 $324,701 $267,998 ($56,703) (4)
Manufacturing & Production 1995 1999 $153,515 $4,045 $5,189 $1,145 (4)
Medical 1995 1999 $132,951 $3,102 $4,302 $1,200 (4)
</TABLE>
<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 four years ended December 31, 1998, and the
three months ended March 31, 1999. 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>
Printing 1995 1999 $163,911 $7,469 $7,797 $328 (4)
Retail 1995 1999 $33,425 $0 $0 $0 (4)
Computers 1996 1999 $3,801,570 $587,657 $690,917 $103,260 (4)
Manufacturing & Production 1996 1999 $24,096 $4,052 $6,285 $2,232 (4)
Telecommunications 1996 1999 $167,339 $39,719 $44,185 $4,467 (4)
Material Handling 1998 1999 $3,801,108 $3,097,637 $3,097,637 $0 (4)
Printing 1998 1999 $19,039 $0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1999
<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 two years ended December 31, 1998, and
the three months ended March 31, 1999. 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
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)
Vessels 1997 1997 $9,561,865 $4,154,528 $5,864,138 $1,709,610 $2,448,874
Computers 1996 1998 $977,492 $71,299 $92,059 $20,760 ($343,764)
Fixture 1996 1998 $598,654 $289 $289 $0 $0
Material Handling 1996 1998 $4,691,459 $3,443,875 $3,992,681 $548,806 $1,214,939
Telecommunications 1996 1998 $3,190,537 $881,952 $991,695 $109,743 $187,918
Telecommunications 1997 1998 $82,378 $56,553 $22,593 ($33,960) ($63,983)
Fixture 1998 1998 $291,620 $284,022 $0 ($284,022) $0
Audio 1996 1999 $53,561 $34,837 $34,000 ($837) (4)
Computers 1996 1999 $3,558,330 $478,483 $647,015 $168,532 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1999
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT - PRIOR PUBLIC PROGRAMS
(UNAUDITED)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series A at March 31,
1999:
<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 Manufacturing & 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
</TABLE>
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT - PRIOR PUBLIC PROGRAMS
(UNAUDITED)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series A at March 31,
1999:
<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>
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 March 31, 1999
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT - PRIOR PUBLIC PROGRAMS
(UNAUDITED)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
managment for ICON Cash Flow Partners, L.P., Series A at March 31, 1999 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 $27,000 $27,000
--------- -------- -------
$0 $27,000 $27,000
========= ======== =======
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1999:
<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 Equip. 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 & Prod. May-95 0 28,292 28,292
Alan Williams & Associates N. Hollywood, CA Computers Jun-95 0 40,975 40,975
Aluminum Company of America Pittsburgh, PA Computers Dec-89 0 107,733 107,733
American Disposal, Inc. Palmyra, PA Front Load Containers Sep-91 0 57,847 57,847
American Senior Citizens All. Orlando, FL Computers Jul-90 0 54,290 54,290
American Senior Citizens All. Orlando, FL Telecommunications Aug-90 0 56,219 56,219
AP Propane, Inc. King Of Prussia, PA Computers Nov-90 352,251 43,294 395,545
AP Propane, Inc. King Of Prussia, PA Computers Nov-90 1,216,935 115,673 1,332,608
AP Propane, Inc. King Of Prussia, PA Computers Nov-90 458,472 43,819 502,291
Ascom Communications, Inc. Bronx, NY Telecommunications Apr-94 0 36,547 36,547
Assix International, Inc. Tampa, MA Computers Nov-89 192,258 20,187 212,445
Assix International, Inc. Tampa, FL Furniture Nov-89 0 75,299 75,299
B & D Hauling, Inc. Columbus, OH Front Load Containers Sep-91 0 51,268 51,268
B & P Refuse Disposal, Inc. Manassas, VA Containers & Carts Jul-90 0 47,913 47,913
Badalaty, DMD Madeline M. Ocean Township, NJ Medical Oct-90 0 25,882 25,882
Ballingers USA, Inc. New York, NY Furniture May-92 0 188,807 188,807
Barry S. Kaplan Md Pa Miami, FL Computers Jun-95 0 35,313 35,313
Bell Telephone of Pennsylvania Pittsburgh, PA Office Equipment Oct-89 0 85,048 85,048
Bendor Corp. Dallas, TX Fixture Dec-90 24,599 3,048 27,648
BJ's Kountry Kitchen Fresno, CA Restaurant Equipment Jun-91 0 60,255 60,255
Blispak, Inc. Whippany, NJ Manufacturing & Prod. 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 & Prod. 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 Prod. Sep-92 0 104,457 104,457
Channel 17 Associates Ltd. Birmingham, AL Video Prod. 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1999:
<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>
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 & Prod. Jan-91 0 108,613 108,613
Circuit Wise, Inc. North Haven, CT Manufacturing & Prod. Jan-95 0 50,110 50,110
CIS Corp. College Park, GA Telecommunications Mar-97 0 822,592 822,592
Clark Bagels Inc. Clark, NJ Fixture Apr-95 0 27,790 27,790
Clear Film Printing, Inc. Kaufman, TX Printing Sep-89 0 26,000 26,000
Coastal Blue, Inc. S. J. Capistrano,CA Copiers Nov-89 0 130,000 130,000
Colorgraphics of Arizona, Inc. Phoenix, AZ Reprographics Dec-90 48,787 4,289 53,076
Concord Chrysler Plymouth Concord, MA Manufacturing & Prod. 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 & Prod. 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 & Prod. 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 & Prod. Apr-95 0 28,253 28,253
Dow Chemical Company Midland, MI Manufacturing & Prod. Aug-90 612,686 187,631 800,317
Dr. Alexander A. Tocher, MD Millerplace, NY Furniture Jun-90 0 56,460 56,460
Dr. Peter Williams Brooklyn, NY Medical Nov-89 0 25,919 25,919
Dr. Ronald C. Pluese Boca Raton, FL Medical Jun-90 0 41,659 41,659
Dr. Travis A. Gresham Bonita Springs, FL Medical Jun-90 0 28,408 28,408
DSC Corporate Services, Inc. Plano, TX Computers Jun-90 934,676 476,765 1,411,441
Durand's Meat & Grocery Co. Youngsville, LA Computers Sep-90 0 27,391 27,391
East Tennessee Warehousing Ooltewah, TN Material Handling Apr-90 0 135,655 135,655
Edward Lewis and Sons Mineola, NY Furniture Sep-89 0 25,392 25,392
EPI Technologies, Inc. Richardson, TX Medical May-90 0 168,516 168,516
Expedi Printing, Inc. New York, NY Manufacturing & Prod. Jun-90 0 32,435 32,435
Express Food Stores, Inc. Flagstaff, AZ Restaurant Equipment Dec-90 28,595 2,759 31,354
First Coast Paralegal Clinic Jacksonville Bch, FL Computers Sep-90 0 46,267 46,267
FMC Corporation Chrcago, IL Computers Nov-90 326,531 41,141 367,673
Ford Motor Company Dearborn, MI Computers Feb-91 194,951 32,193 227,144
Fred Meyer, Inc. Portland, OR Computers Sep-90 1,288,916 130,877 1,419,794
Fred Meyer, Inc. Portland, OR Retail Sep-90 2,274,335 300,261 2,574,596
Fred Meyer, Inc. Portland, OR Computers Oct-90 1,134,269 149,549 1,283,818
Fred Meyer, Inc. Portland, OR Computers Oct-90 2,767,380 351,826 3,119,206
Fred Meyer, Inc. Portland, OR Retail Oct-90 585,706 59,424 645,130
Fred Meyer, Inc. Portland, OR Retail Oct-90 101,709 12,845 114,554
Fred Meyer, Inc. Portland, OR Computers Jun-94 475,927 193,466 669,394
Fred Meyer, Inc. Portland, OR Computers Jun-94 271,472 116,806 388,278
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1999:
<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>
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 & Prod. 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 & Prod. Aug-90 0 530,400 530,400
Indy Pro Audio Prod. Srvc Indianapolis, IN Manufacturing & Prod. Aug-95 0 35,155 35,155
Institutional Laundry Services Lakewood, NJ Manufacturing & Prod. May-95 0 39,006 39,006
International Business SoftwareSt. 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 & Prod. 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 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 & Prod. 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 Ctry 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1999:
<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>
Liberty Collection Bureau, Inc.Antamonte Spgs, FL Computers Dec-90 42,434 3,495 45,929
Logic Automation, Inc. Beauerton, OR Computers Jul-90 0 249,135 249,135
Lorelei Prod.s, Inc. Sevierville, TN Video Prod. 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 & Prod. 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 & Prod. 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 & Prod. 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 & Prod. 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1999:
<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>
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 & Prod. 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 & Prod. 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 & Prod. 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 & Prod. 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 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 Prod. 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 Prod. 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 & Prod. Jul-94 0 25,395 25,395
Rsvp Services Edmond, OK Telecommunications Dec-95 0 33,014 33,014
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1999:
<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>
Safeguard Business Systems Fort Washington, PA Material Handling Jul-90 0 99,148 99,148
Safeguard Business Systems Fort Washington, PA Manufacturing & Prod. Jul-90 0 109,753 109,753
Safeguard Business Systems Fort Washington, PA Manufacturing & Prod. Jul-90 0 99,148 99,148
Safeguard Business Systems Fort Washington, PA Manufacturing & Prod. Jul-90 0 99,148 99,148
Schremp Fairfax, VA Manufacturing & Prod. 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 & Prod. May-96 0 43,686 43,686
Star Liminators, Inc. Anaheim, CA Manufacturing & Prod. May-96 0 42,371 42,371
Steve Oglesby Prod.s Inc. Evansville, IN Video Prod. 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 & Prod. May-95 0 32,728 32,728
Sunrise Duplication Services Englewood, CO Video Prod. Apr-95 0 27,067 27,067
Sunset Estates of Watonaga, 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 & Prod. Jul-91 0 51,311 51,311
Teel Lumber Company Pocahontas, AR Manufacturing & Prod. 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 & Prod. 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 West. 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 Prod.s, Inc. San Diego, CA Printing Apr-96 0 48,047 48,047
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1999:
<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>
Voice Genesis, Inc. Brecksville, OH Computers May-96 0 49,905 49,905
Volvo North America CorporationRockleigh, 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 Cont. Jul-90 0 35,548 35,548
Wil-Ray Cabinets & Millwork Temple, TX Material Handling Feb-91 0 45,771 45,771
Wmd Green Inc. Gresham, OR Printing May-96 0 48,492 48,492
Xerox Corporation Blauvelt, NY Copiers Sep-89 40,053 5,373 45,426
Yumi Yogurt San Mateo, CA Material Handling Dec-90 24,201 2,246 26,447
Total Equipment transactions less than $25,000 1,312,672 6,122,204 7,434,876
----------- ----------- -----------
$40,950,305 $26,850,666 $67,800,971
=========== =========== ===========
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1999.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<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 March 31, 1999
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- ----------- ---------- -----------
<S> <C> <C> <C>
Telecommunications $685,831 78,396 $764,227
Restaurant Equipment 618,000 85,934 703,934
Manufacturing & Production 147,027 270,512 417,539
Computer Systems 26,405 227,065 253,470
Video Production 21,919 96,292 118,211
Printing 103,602 0 103,602
Office Furniture & Fixtures 27,789 57,705 85,494
Automotive 55,776 0 55,776
Medical 42,490 0 42,490
Retail Systems 0 32,069 32,069
Office Equipment 0 14,569 14,569
---------- -------- ----------
$1,728,839 $862,542 $2,591,381
========== ======== ==========
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1999:
<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 & Prod. 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 & Prod. Oct-95 0 25,764 25,764
Alliant Techsystems, Inc. Edina, MN Video Prod. Oct-91 0 38,401 38,401
Alliant Techsystems, Inc. Edina, MN Manufacturing & Prod. Dec-91 0 76,982 76,982
American Association of
Retired Persons 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 & Prod. Jun-96 0 58,891 58,891
Bobby Rubino's USA, Inc. Fort Lauderdale, FL Computers Oct-91 0 96,121 96,121
Brad & Sharon Sessions Lafayette, CO Manufacturing & Prod. 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1999:
<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>
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 Prod. 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 & Prod. May-96 0 54,115 54,115
D & V Carting, Inc. Wellington, FL Sanitation Mar-91 0 31,982 31,982
Databank South, Inc. Thompson, GA Computers Apr-91 763,377 79,680 843,057
Dave Sanborn San Bernadino, CA Material Handling Jun-93 0 26,724 26,724
Decorel Mundelein, IL Retail Oct-91 0 30,855 30,855
Delmar's Body Shop, Inc. Staunton, VA Automotive Mar-91 0 39,741 39,741
Dennis Aagard, Inc. Sanford, FL Construction May-91 0 60,721 60,721
Detroit-Malcomb Hospital Corp. Detroit, MI Medical Jun-91 980,422 462,219 1,442,641
Diamond Head, Inc. Leesville, LA Sanitation May-91 0 43,396 43,396
Douglas Pelleymounter Rocklin, CA Manufacturing & Prod. 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. 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 & Prod. May-91 0 32,077 32,077
General Electric, CIT Bridgeport, CT Printing Mar-91 958,130 151,330 1,109,460
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1999:
<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>
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 & Prod. 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 & Prod. 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 & Prod. Jun-91 0 124,803 124,803
Imperial Plastic Lakeville, MN Manufacturing & Prod. 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 & Prod. Jun-96 0 32,684 32,684
King Carpet Mart, Inc. King Of Prussia, PA Fixture Dec-94 0 29,856 29,856
Landtech Data Corporation W. 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1999:
<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>
Marriott Corp. Tampa, FL Computers Aug-91 65,637 6,578 72,215
Marriott Corp. Miami, FL Video Prod. 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 & Prod. 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
Teaching 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1999:
<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>
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 & Prod. 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 & Prod. Jun-91 0 31,733 31,733
Phillips Productions, Inc. Dallas, TX Video Prod. 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 & Prod. Sep-91 867,854 250,377 1,118,231
Read-Rite Corp. Milpitas, CA Manufacturing & Prod. Sep-91 269,574 78,071 347,645
Read-Rite Corp. Milpitas, CA Manufacturing & Prod. 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 & Prod. Sep-91 655,369 191,571 846,940
Redman Movies And Stories, Inc Salt Lake City, UT Video Prod. Jun-96 0 44,885 44,885
Rez-N-8 Productions, Inc. Hollywood, CA Video Prod. Jun-96 0 65,815 65,815
Richard A. Rennolds Dba Santa Clara, CA Manufacturing & Prod. 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 Prod. 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 Prod. 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1999:
<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>
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 Prod. 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 & Prod. 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 & Prod. Jun-91 0 31,733 31,733
Vermont Sand & Stone, Inc. Waterbury, VT Construction Jun-91 0 45,396 45,396
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1999:
<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>
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 Prod. Oct-91 0 47,315 47,315
Total Equipment transactions less than $25,000 55,673 4,247,670 4,303,343
----------- ----------- -----------
$45,800,967 $26,853,123 $72,654,090
=========== =========== ===========
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1999.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<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 March 31, 1999
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 $1,213,458 $0 $1,213,458
Computer Systems 432,425 480,398 912,823
Manufacturing & Production 119,286 232,673 351,959
Printing 0 237,459 237,459
Office Furniture & Fixtures 125,971 54,244 180,215
Medical 77,680 81,789 159,469
Video Production 29,696 65,815 95,511
Telecommunications 28,288 60,117 88,405
Copiers 0 50,566 50,566
Automotive 15,232 28,051 43,283
Construction 0 28,878 28,878
Retail Systems 12,334 10,164 22,498
---------- ---------- ----------
$2,054,370 $1,330,154 $3,384,524
========== ========== ==========
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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 & Prod. 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 & Prod. Sep-92 24,200 3,047 27,247
ABC Cleaners Pasadena, CA Manufacturing & Prod. Mar-92 0 93,410 93,410
Abracadabra Presentation Santa Ana, CA Video Prod. 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 & Prod. Feb-97 0 25,719 25,719
Active Periodicals Deerfield Beach, FL Computers Feb-97 0 52,398 52,398
Adult Career Training Corp. Farmington Hill, MI Medical Mar-92 0 32,035 32,035
Advanced Communication Minneapolis, MN Computers Feb-95 0 33,517 33,517
Advantage Metal Products Tracy, CA Manufacturing & Prod. Mar-97 0 51,296 51,296
Adventure Components Inc. Westlake Villge, CA Manufacturing & Prod. Apr-95 0 25,719 25,719
Aero Bookbinding Sterling, VA Manufacturing & Prod. 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 Hospital Warsaw, IN Medical Dec-91 0 773,178 773,178
Ajc Associates Inc. Fort Lauderdale, FL Manufacturing & Prod. Apr-95 0 26,538 26,538
Alamance Knit Fabrics Inc. Burlington, NC Manufacturing & Prod. Aug-92 0 46,776 46,776
Alexander & Alexander Srvs Inc 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 & Prod. Mar-95 0 39,487 39,487
Ambrose Dry Cleaners South Yarmouth, MA Manufacturing & Prod. Mar-92 0 91,239 91,239
American Garment Care Co. Huntington Park, CA Sanitation Oct-92 29,030 3,283 32,313
Antelope Valley MRI Lancaster, CA Medical Dec-91 806,855 863,495 1,670,350
Ap Propane, Inc. King Of Prussia, PA Computers Dec-92 359,756 152,563 512,319
Apollo Group, Inc. Phoenix, AZ Furniture Dec-91 0 120,110 120,110
Arter & Hadden Cleveland, OH Telecommunications Mar-92 0 62,795 62,795
Aspen Cleaners Cincinnati, OH Manufacturing & Prod. 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 Supplies Portland, OR Manufacturing & Prod. Feb-97 0 40,211 40,211
Audio Mixers, Inc. New York, NY Manufacturing & Prod. 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 Corp. Muncie, IN Manufacturing & Prod. Dec-92 795,970 297,574 1,093,544
Ball-Incon Glass Packaging Corp. Muncie, IN Manufacturing & Prod. 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
Batniji, Sobhi A., D.D.S. Laguna Niguel, CA Medical Mar-92 0 39,802 39,802
Bay Center Corporation Tampa, FL Manufacturing & Prod. Jul-92 0 108,814 108,814
Bayou Cleaners Tarpon Springs, FL Manufacturing & Prod. Mar-92 0 90,557 90,557
Beck-Ola Prod.s, 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 & Prod. Jun-95 720,176 43,877 764,053
Bob's Cylinder Head Service Fresno, CA Manufacturing & Prod. Sep-92 23,958 3,360 27,318
Boca Raton Outpatient Surgery Boca Raton, FL Medical Mar-92 0 47,202 47,202
Bombay Duck Company Ltd. Concord, MA Fixture Feb-96 0 57,507 57,507
Bordwell And Bratton, D.D.S. Memphis, TN Medical Mar-92 0 43,328 43,328
Boulgourjian Brothers Corp. West Hills, CA Furniture Feb-96 0 46,132 46,132
Bourns, Inc. Riverside, CA Telecommunications Mar-92 0 129,155 129,155
Brenlar Investments, Inc. Novaro, CA Furniture Oct-94 0 315,120 315,120
Brookside Northbrook, IL Manufacturing & Prod. 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 & Prod. Jan-96 174,139 15,592 189,732
Centennial Technologies Inc. Billerica, MA Manufacturing & Prod. Jan-96 248,039 22,215 270,254
Centennial Technologies Inc. Billerica, MA Manufacturing & Prod. Jan-96 349,484 31,125 380,608
Center For Special Immunology Ft. Lauderdale, FL Medical Mar-92 0 65,945 65,945
Center For Special Immunology Ft. Lauderdale, FL Medical Mar-92 0 27,292 27,292
Central Bakery, Inc. Albany, NY Restaurant Feb-97 0 26,226 26,226
Century Hosiery Denton, NC Manufacturing & Prod. Aug-96 0 42,535 42,535
Chacko Dry Cleaner Winchester, MA Manufacturing & Prod. Mar-92 0 80,875 80,875
Champlain Cable Corp. Colchester, VT Manufacturing & Prod. Jan-96 24,790 2,041 26,831
Champlain Cable Corp. Colchester, VT Manufacturing & Prod. Jan-96 827,839 123,382 951,220
Charcon Enterprises Charlotte, NC Manufacturing & Prod. Mar-92 0 79,086 79,086
Charlie & Jakes Bar-B-Q Inc. Melbourne, FL Manufacturing & Prod. 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
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 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 & Prod. Feb-97 0 32,473 32,473
Co-Care Eye Centers, Inc. Germantown, TN Medical Mar-92 26,940 10,458 37,398
Colby, Harker Desoto Bradenton, FL Dry Cleaning Equipment May-92 0 119,600 119,600
Commercial Printing Virginia Beach, VA Manufacturing & Prod. 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 & Prod. 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,OH Restaurant Sep-93 0 350,000 350,000
Cox Brothers Dairy Elkhorn, KY Manufacturing & Prod. Feb-97 0 31,285 31,285
Cruttenden & Company Irvine, CA Telecommunications Mar-92 0 33,494 33,494
D. Maddox, MD. Bakersfield, CA Medical Feb-97 0 91,710 91,710
Daga, Inc. Hilton Head, SC Fixture Nov-92 0 99,216 99,216
Danbury Ob/Gyn Danbury, CT Medical Mar-92 0 25,921 25,921
David Klee Poway, CA Manufacturing & Prod. Mar-96 0 26,918 26,918
Defcon Carisbed, CA Computers Jul-95 0 40,744 40,744
Delong Sportswear, Inc. Grinnell, IA Manufacturing & Prod. 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 & Prod. Feb-97 0 43,934 43,934
Design Design, Inc. Rutland, VT Manufacturing & Prod. 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
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
Doctors Hospital Houston, TX Medical Mar-92 0 34,772 34,772
Dominion Medical Associates, Inc. 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 & Prod. Mar-96 0 134,240 134,240
Dr. Robert S. Guminey DDS Tomball, TX Medical Oct-91 0 162,864 162,864
Draffin, David S., MD, PA Summerville, SC Medical Mar-92 0 26,385 26,385
Drs. Eade, J.D. & Brooks, B.J. Campbellsville, KY Medical Mar-92 0 69,800 69,800
Dumfries Pharmacy, Inc. Dumfries, VA Medical Mar-92 0 68,276 68,276
Duracell, Inc. Bethel, CT Computers Jun-95 2,152,323 101,227 2,253,550
Duracell, Inc. Bethel, CT Computers Jun-95 1,078,280 28,573 1,106,853
East Mission Valley Copy San Diego, CA Printing Sep-96 0 58,216 58,216
East Point Hospital Lehigh Acres, FL Medical Dec-91 0 175,044 175,044
Eaton Coin Laundry Dunwoody, GA Manufacturing & Prod. Mar-92 0 94,704 94,704
Emanuel Hospital & Health Center 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 & Prod. 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 & Prod. 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 & Prod. Mar-92 0 77,400 77,400
Festival Cleaners Chantilly, VA Manufacturing & Prod. Mar-92 0 133,664 133,664
Fiesta Lilburn, GA Manufacturing & Prod. Mar-92 0 191,108 191,108
First Security Atlanta, GA Manufacturing & Prod. Mar-92 0 454,480 454,480
First Universal Trading, Inc Long Beach, CA Computers Mar-97 0 34,562 34,562
Florida Hospitality Resorts Pompano Beach, FL Furniture Jun-94 0 200,251 200,251
Florida Hospitality Resorts Pompano Beach, FL Furniture Jun-94 0 296,849 296,849
Foggy Bottom Washington, DC Medical Mar-92 0 68,280 68,280
Fountain Valley Regional Fountain Valley, CA Medical Dec-91 0 897,554 897,554
Fountain Valley Regional Fountain Valley, CA Medical Oct-93 0 409,914 409,914
Frone'S Brokerage Inc. Central Point, OR Fixture Jan-96 0 80,468 80,468
G&S Foundry & Manufacturing Co. Red Bud, IL Manufacturing & Prod. 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, CA Manufacturing & Prod. 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 Supplies Gilroy, CA Computers 0Sep-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 & Prod. Mar-96 0 25,030 25,030
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
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 & Prod. Mar-92 0 93,880 93,880
Greenbrier Family Medical Center Chesapeake, VA Medical Mar-92 0 28,178 28,178
Greene Dot Inc. San Diego, CA Video Prod. Jul-92 0 25,273 25,273
Gustafson Master Cleaners N. Providence, RI Manufacturing & Prod. Mar-92 0 94,241 94,241
Half Inch Video Dba, Scott, R. San Francisco, CA Video Prod. 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 & Prod. 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,Inc. 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 & Prod. Mar-96 0 32,734 32,734
Hydratec, Inc. Baltimore, MD Manufacturing & Prod. Feb-97 0 25,374 25,374
I.V.L. Inc. Ft. Lauderdale, FL Computers Jan-96 0 55,589 55,589
IMP, Inc. San Jose, CA Manufacturing & Prod. Mar-95 1,376,519 315,061 1,691,580
IMP, Inc. San Jose, CA Manufacturing & Prod. Mar-97 0 1,074,631 1,074,631
In The Mix Inc. New York, NY Computers Feb-97 0 33,389 33,389
Information Storage Devices San Jose, CA Computers Jun-94 0 126,414 126,414
Information Storage Devices San Jose, CA Computers Jun-94 0 358,927 358,927
Information Storage Devices San Jose, CA Computers Aug-94 0 67,381 67,381
Inliner Americas, Inc. Houston, TX Manufacturing & Prod. Feb-97 0 58,243 58,243
Innovo, Inc. Springfield, TN Fixture Jun-94 0 90,785 90,785
Intermark Components, Inc. Huntington Bch, CA Manufacturing & Prod. Feb-95 0 32,242 32,242
Internal Medicine Group Little Rock, AR Medical Mar-92 0 34,769 34,769
Internal Medicine Specialists Las Vegas, NV Medical Mar-92 0 34,803 34,803
International Communications Elizabeth, NJ Computers Jun-95 0 42,344 42,344
International Power Devices Inc. Boston, MA Telecommunications Jan-96 30,916 2,381 33,297
International Power Devices Inc. Boston, MA Computers Jan-96 35,567 2,782 38,349
International Power Devices Inc. Boston, MA Manufacturing & Prod. Jan-96 35,567 782,577 818,144
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
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 & Prod. 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 & Prod. 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 Prod. 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 & Prod. Oct-91 0 25,720 25,720
Katz & Klein Sacramento, CA Manufacturing & Prod. Mar-97 0 27,684 27,684
Ka-Va Inc Dba Clothes Clinic Watertown, MA Manufacturing & Prod. Jun-95 0 39,148 39,148
Kehne, Susan M & Diaz, Luis MD Las Vegas, NV Medical Mar-92 0 34,859 34,859
Kerr Glass Manufacturing Corp. Los Angeles, CA Manufacturing & Prod. Dec-92 239,822 103,386 343,208
Kerr Glass Manufacturing Corp. Los Angeles, CA Manufacturing & Prod. 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 & Prod. Mar-96 0 30,284 30,284
Kreegr Dry Cleaner Arvada, CO Manufacturing & Prod. 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 & Prod. 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 PC Reseda, CA Medical Mar-92 0 44,052 44,052
Leroy Gorzell Falls City, TX Manufacturing & Prod. Mar-95 0 34,762 34,762
Little Rock Internal Medicine Little Rock, AR Medical Mar-92 0 53,858 53,858
Littletown Pattern Works Littlestown, PA Manufacturing & Prod. Mar-97 0 26,426 26,426
Long Beach Acceptance Corp. Oradell, NJ Computers Jul-96 0 56,574 56,574
Long Beach Acceptance Corp. Oradell, NJ Computers Aug-96 0 146,238 146,238
Long Beach Acceptance Corp. Oradell, NJ Computers Sep-95 0 569,155 569,155
Long Beach Acceptance Corp. Oradell, NJ Computers Nov-95 0 110,452 110,452
Long, Nancy L., MD Henderson, NV Medical Mar-92 0 25,072 25,072
Loy Loy Restaurant Clovis, CA Restaurant Sep-92 36,956 4,907 41,863
LTK Litho, Inc. Deer Park, NY Manufacturing & Prod. Mar-97 0 39,504 39,504
Mallory Smith Management Srvc. Santa Barbara, CA Computers Apr-94 0 32,683 32,683
Marble & Granite Fabricators Warren, MI Manufacturing & Prod. Feb-97 0 49,386 49,386
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
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 & Prod. Dec-91 0 151,308 151,308
Matsco Financial Corp. Emeryville, CA Manufacturing & Prod. Dec-91 0 81,041 81,041
Matsco Financial Corp. Emeryville, CA Manufacturing & Prod. Dec-91 0 36,106 36,106
Matsco Financial Corp. Emeryville, CA Manufacturing & Prod. Dec-91 0 33,980 33,980
Matsco Financial Corp. Emeryville, CA Manufacturing & Prod. Dec-91 0 29,862 29,862
Matsco Financial Corp. Emeryville, CA Manufacturing & Prod. Dec-91 0 29,549 29,549
Matsco Financial Corp. Emeryville, CA Manufacturing & Prod. 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 & Prod. 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, CA Medical Mar-92 0 30,595 30,595
Mondo Media San Francisco, CA Computers May-96 0 49,405 49,405
Montgomery City Hospital Rockville, MD Medical Dec-91 0 1,148,225 1,148,225
Montgomery City Hospital Rockville, MD Medical Dec-91 0 296,171 296,171
Montgomery City Hospital Rockville, MD Medical Dec-91 0 171,735 171,735
Morgan's Creative Restaurant Beachwood, OH Restaurant Mar-95 0 234,091 234,091
Morgan's Foods Saratoga, CA Restaurant Mar-95 0 189,746 189,746
Morgan's Foods Beachwood, OH Computers Sep-94 0 102,805 102,805
Mount Pleasant Spinal Health Mount Pleasant, SC Medical Mar-92 0 26,797 26,797
Mount Sinai Medical Center Miami Beach, FL Medical Dec-91 954,276 195,228 1,149,504
Mount Sinai Medical Center Miami Beach, FL Medical Dec-91 1,138,257 356,746 1,495,003
Nadler'S Bakery & Deli San Antonio, TX Restaurant Oct-96 0 32,362 32,362
Nair Dry Cleaner Oak Lawn, IL Manufacturing & Prod. Mar-92 0 98,653 98,653
Nasco Sportswear, Inc. Springfield, TN Manufacturing & Prod. Jun-92 0 87,360 87,360
Nasco Sportswear, Inc. Springfield, TN Manufacturing & Prod. Jun-92 0 87,360 87,360
Nasco Sportswear, Inc. Springfield, TN Manufacturing & Prod. 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 & Prod. 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 & Prod. Mar-92 0 73,242 73,242
Norfolk Warehouse Distribution Norfolk, VA Furniture Jul-95 0 36,945 36,945
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
Norgetown Cleaners Clarendon Hills, IL Manufacturing & Prod. 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 & Prod. Mar-92 0 27,289 27,289
Oswego Cleaners Oswego, IL Manufacturing & Prod. 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 & Prod. Jul-92 0 122,425 122,425
Panama Hatties Huntington Stat, NY Restaurant Mar-97 0 53,637 53,637
Paolo'S Italian Kitchen Melbourne, FL Restaurant Feb-97 0 49,404 49,404
Parker K. Bagley MD Inverness, FL Medical Feb-95 0 88,444 88,444
Parker K. Bagley, MD PA Inverness, FL Medical Dec-91 0 323,733 323,733
Parks, Sheryl L., MD, PC Garden City, MI Medical Mar-92 0 29,018 29,018
PCMAC Consultants San Francisco, CA Computers Feb-97 0 31,212 31,212
Performance A/V, Inc. Alexandria, VA Video Prod. Sep-93 0 233,785 233,785
Perry Morris Irvine, CA Manufacturing & Prod. 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 & Prod. Mar-97 0 40,986 40,986
Physician Hospital Cedar Knolls, NJ Medical Dec-91 0 234,870 234,870
Pivaroff Chiropractic Corp. Corona Del Mar, CA Medical Mar-92 0 35,324 35,324
Pleasant Hill Cleaners Duluth, GA Manufacturing & Prod. 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 & Prod. Dec-91 0 40,018 40,018
Quail Cleaners Missouri City, TX Manufacturing & Prod. 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 & Prod. Nov-93 0 27,490 27,490
R & M Levy Lafayette, CA Manufacturing & Prod. 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 TX Mc Allen, TX Medical Dec-91 0 190,800 190,800
Radiology Assoc. of Mc Allen TX Mc Allen, TX Medical Dec-91 0 40,776 40,776
Radiology Assoc. of Mc Allen TX 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 & Prod. Mar-92 0 105,265 105,265
Re/Max Fireside Blue Jay Villag, CA Telecommunications Sep-92 27,089 4,030 31,119
Re/Max International, Inc. Englewood, CO Furniture Sep-92 25,462 10,615 36,077
Red Bank Volvo, Inc. Shrewsbury, NJ Automotive Feb-97 0 42,070 42,070
Red Bug Cleaners Winter Springs, FL Manufacturing & Prod. Mar-92 0 58,238 58,238
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
Redwood Medical Offices Crescent City, CA Medical Mar-92 0 25,997 25,997
Reino Linen Service, Inc. Gibsonburg, PA Manufacturing & Prod. 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 & Prod. 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 Prod. 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 & Prod. 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 & Prod. 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 Center Fort Meyers, FL Medical Dec-91 44,580 161,521 206,102
Sage Enterprises, Inc. Des Plains, IL Computers Jun-94 0 119,252 119,252
Salinas Construction Pleasanton, TX Construction May-96 0 47,058 47,058
Salon 2000 Eden Prairie, MN Fixture Feb-96 0 37,237 37,237
Sam Houston Memorial Hospital Houston, TX Medical Dec-91 0 585,021 585,021
San Angelo Medical Practice San Angelo, TX Medical Mar-92 0 68,346 68,346
San Angelo Medical Practice San Angelo, TX Medical Mar-92 0 39,846 39,846
Sass, Friedman & Associates Cleveland, OH Medical Mar-92 0 39,205 39,205
Sass, Friedman & Associates Cleveland, OH Medical Mar-92 0 48,444 48,444
Sbs Commercial Leasing Inc. Jericho, NY Computers Jan-96 0 128,369 128,369
Schooley-Steen Medical Fresno, CA Furniture Sep-92 40,167 5,899 46,065
Sharon - John Dry Cleaner Kensigton, CT Manufacturing & Prod. 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 Hospital Grass Valley, CA Medical Mar-92 0 53,349 53,349
Sign America, Inc. Richmond, OH Manufacturing & Prod. Feb-97 0 28,109 28,109
Sirius Solutions San Francisco, CA Computers May-96 0 26,193 26,193
Skal Beverages East, Inc. Easton, MA Restaurant Feb-95 0 37,626 37,626
Skolniks Bagel Bakery Springfield, PA Restaurant Mar-92 0 68,997 68,997
Snaderson Group Escondido, CA Computers Aug-96 0 34,444 34,444
Solomon Page Group Ltd. New York, NY Furniture Sep-94 0 42,697 42,697
Solom-Page Group Ltd. New York, NY Computers Feb-94 0 42,908 42,908
South Florida Family Physician 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 & Prod. Oct-92 0 780,181 780,181
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
Staples, Inc. Framingham, MA Retail Feb-94 25,041 5,124 30,165
Staples, Inc. Framingham, MA Retail Feb-94 23,547 4,657 28,204
Staples, Inc. Framingham, MA Retail Feb-94 27,258 5,577 32,835
Staples, Inc. Framingham, MA Retail Feb-94 22,895 4,248 27,142
Staples, Inc. Framingham, MA Retail Feb-94 25,493 4,730 30,223
Staples, Inc. Framingham, MA Retail Feb-94 25,493 4,730 30,223
Staples, Inc. Framingham, MA Retail Feb-94 21,250 3,789 25,040
Staples, Inc. Framingham, MA Retail Feb-94 21,250 3,789 25,040
Staples, Inc. Framingham, MA Retail Feb-94 23,546 4,652 28,198
Staples, Inc. Framingham, MA Retail Feb-94 22,895 4,248 27,142
Staples, Inc. Framingham, MA Retail Feb-94 23,612 4,262 27,874
Staples, Inc. Framingham, MA Retail Feb-94 22,075 4,517 26,591
Staples, Inc. Framingham, MA Retail Feb-94 23,329 4,609 27,938
Stater Brothers Markets Colton, CA Furniture Sep-91 0 551,203 551,203
Stater Brothers Markets Colton, CA Retail Sep-91 104,149 25,947 130,096
Stater Brothers Markets Colton, CA Sanitation Sep-91 56,680 17,839 74,519
Staubach, Co. Dallas, TX Telecommunications Jun-95 455,273 21,858 477,131
Stein-Sloan Blue Bell, PA Medical Mar-92 0 28,366 28,366
Steven B. Zelicof, MD White Plains, NY Medical Feb-96 0 57,971 57,971
Steven Braff, MD Clifton Springs, NY Medical Dec-91 95,724 165,555 261,280
Subco East, Inc. Wauwatosa, WI Restaurant Aug-96 0 60,031 60,031
Summit Cleaners Houston, TX Manufacturing & Prod. 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 Prod. Nov-92 0 68,903 68,903
Sunset Screening Room Los Angeles, CA Video Prod. 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 & Prod. Oct-93 0 26,055 26,055
Synder Machine Co. Somerville, NJ Manufacturing & Prod. Feb-97 0 34,385 34,385
System Fuels Inc. New Orleans, LA Manufacturing & Prod. 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 & Prod. Mar-92 0 61,819 61,819
The Beach House Laguna Beach, CA Retail Feb-97 0 41,446 41,446
The Breakers Dba, Claddagh New Smyrna Bch., FL Retail Feb-97 0 27,933 27,933
The Coin Laundry Grayson, GA Manufacturing & Prod. 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 & Prod. 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 & Prod. Jan-96 1,018,693 86,626 1,105,319
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
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 & Prod. Mar-92 0 84,476 84,476
Tuttle Bowling Enterprises Inc. 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 & Prod. 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 & Prod. Mar-92 0 47,599 47,599
Video Eye Houston, TX Video Prod. 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 & Prod. 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 & Prod. Mar-92 0 130,601 130,601
Young, Walter Russell, MD Waldron, AZ Medical Mar-92 0 60,625 60,625
Zan Prod.s, Inc. New York, NY Manufacturing & Prod. Feb-97 0 33,899 33,899
Zisman, Frank & Katerina, O.D. Hercules, CA Medical Mar-92 0 40,182 40,182
Total Equipment transactions less than $25,000 2,738,306 3,036,059 5,774,365
----------- ----------- ------------
$55,577,669 $81,733,088 $137,310,757
=========== =========== ============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1999.
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1999:
<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>
</TABLE>
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<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 March 31, 1999
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 $10,169,491 $227,839 $10,397,330
Aircraft 6,819,250 983,333 7,802,583
Computer Systems 4,692,793 338,413 5,031,206
Restaurant Equipment 1,201,472 436,649 1,638,121
Office Furniture & Fixtures 1,086,073 93,772 1,179,845
Telecommunications 96,937 90,707 187,644
Medical 109,282 33,986 143,268
Printing 19,964 87,342 107,306
Automotive 42,071 49,711 91,782
Video Production 8,667 50,521 59,188
Retail Systems 30,832 11,661 42,493
Agriculture 0 19,492 19,492
Audio 0 18,399 18,399
Sanitation 0 10,114 10,114
Photography 8,102 0 8,102
------------ ---------- -----------
$24,284,934 $2,451,939 $26,736,873
============ ========== ===========
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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
21-42 Meat Food Corp Dba Super Whitestone, NY Retail Feb-98 0 42,927 42,927
2Xtreme Performance International, Llc Addison, TX Telecommunications Sep-97 0 53,170 53,170
301 BP Service Station Fayetteville, NC Automotive Nov-92 0 30,129 30,129
4 Star Laundry & Supply, Inc. Plattsmouth, NE Manufacturing & Prod. Nov-92 0 31,043 31,043
4-Guys Supermarket Paterson, NJ Fixtures Sep-96 0 29,433 29,433
8803 Castle Caterers, Inc. Brooklyn, NY Retail Nov-96 0 30,364 30,364
A & E Clothing Contractor Brooklyn, NY Manufacturing & Prod. Nov-97 0 27,147 27,147
A & S Rental Tifton, GA Computers Nov-92 0 30,183 30,183
A & V Photo Lab Dba Mvm Enterprises, Inc. Fresno, CA Photography Sep-97 0 25,832 25,832
A. I. Leasing Inc. Herndon, VA Aircraft Aug-96 0 5,690,161 5,690,161
A.C. Financial Ames, IA Computers May-98 0 5,888,096 5,888,096
A.C. Financial Ames, IA Computers Sep-98 0 504,309 504,309
Aaa Ansafone Answering Service Santa Ana, CA Manufacturing & Prod. Aug-95 0 25,804 25,804
Aai / Terminal One,Inc. Washington, DC Furniture Aug-98 0 280,626 280,626
AATW, Inc. Oakland, CA Material Handling Aug-93 0 31,375 31,375
Abco Oil Corp. Montgomery, PA Computers Dec-97 0 53,764 53,764
Abel Hosiery, Inc. Fort Payne, AL Manufacturing & Prod. Sep-97 0 38,316 38,316
Abington Obstetrical Windsor, CT Medical Mar-93 0 49,501 49,501
Able Pallet Mfg Hilliard, OH Manufacturing & Prod. Dec-92 23,518 2,217 25,735
Accent Improvement, Inc. Fargo, ND Fixtures Dec-96 0 36,089 36,089
Access Medical Imaging, Inc. Beverly Hills, CA Medical Sep-97 0 77,601 77,601
Accutrac Recovery Systems, Inc Memphis, TN Computers Feb-98 0 29,925 29,925
Ace Tree Movers, Inc. Gaithersburg, MD Transportation Mar-93 0 29,412 29,412
Action Technologies, Inc. Alameda, CA Computers Dec-92 0 66,976 66,976
Action Technologies, Inc. Alameda, CA Computers Apr-93 0 71,102 71,102
Addison Tool Inc Oxford, MI Computers Aug-95 0 36,504 36,504
Adriano - T Co. Los Angeles, CA Manufacturing & Prod. Dec-97 0 55,252 55,252
Advance Presort Service Inc Chicago, IL Office Equipment May-93 0 235,358 235,358
Advance Presort Service Inc Chicago, IL Retail May-93 0 101,761 101,761
Advanced Precision Newbury, MA Manufacturing & Prod. 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 & Prod. Nov-92 0 30,174 30,174
Advertising Specialty Co. Reno, NV Printing Sep-96 0 52,559 52,559
Advo System, Inc. Windsor, CT Telecommunications May-93 0 77,530 77,530
Advo System, Inc. Hartford, CT Telecommunications May-93 0 68,167 68,167
Advo System, Inc. Windsor, CT Telecommunications Jan-95 0 43,466 43,466
A-Grocery Warehouse Los Angeles, CA Fixtures Aug-96 0 46,867 46,867
Air Show, Inc. Springfield, VA Computers 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 & Prod. Aug-95 0 29,726 29,726
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Alfa Color, Inc. Gardena, CA Computers Oct-97 0 33,293 33,293
Alfa Color, Inc. Gardena, CA Computers Nov-97 0 48,516 48,516
All New Remodeling Inc. Yonkers, NY Computers Feb-98 0 35,157 35,157
Allentuck Printing & Graphics Gaithersburg, MD Printing Jan-98 0 76,451 76,451
Alliance Business Center New York, NY Office Equipment Mar-97 0 44,000 44,000
Allied Sporting Goods, Inc. Louisville, KY Fixtures Sep-97 0 25,670 25,670
Alpha Music Productions Lenexa, KS Computers Nov-92 0 27,166 27,166
Alpine Pictures, Inc. Van Nuys, CA Printing Sep-96 0 55,473 55,473
Alternate Curcuit Technology Ward Hill, MA Manufacturing & Prod. Aug-93 0 529,545 529,545
Alves Precision Engineered Watertown, CT Manufacturing & Prod. Mar-93 0 41,366 41,366
AMCA International Newington, CT Telecommunications May-93 0 31,308 31,308
American Bingo Dba American Inc. Sumter, SC Fixtures Oct-97 0 47,077 47,077
American Deburring Dba Afab Irvine, CA Manufacturing & Prod. 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 Restaurant Mar-94 0 526,016 526,016
American Rest Group Newport Beach, CA Retail Mar-94 0 31,606 31,606
American T-Shirts Mesquite, TX Computers Nov-92 0 30,502 30,502
AMI Resort Telecommunications San Clemente, CA Fixtures 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 & Prod. 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 & Prod. Aug-95 0 35,567 35,567
Applause Management, Inc. Little Falls, NJ Computers Nov-92 0 25,588 25,588
Appleray, Inc. Longwood, FL Restaurant Oct-97 0 74,429 74,429
Apt Advertising,Inc. Farmingdale, NY Fixtures Dec-97 0 48,230 48,230
Aqualon Incorporated Louisiana, MO Environmental Feb-93 0 25,243 25,243
Arby's Gainesville, FL Fixtures Nov-92 0 28,892 28,892
Arden Nursing Home Inc Hamden, CT Telecommunications May-93 0 29,232 29,232
ARG Enterprises Newport Beach, CA Restaurant Jul-94 0 436,451 436,451
Arianne Productions Corp. Clearwater, FL Audio Equipment Jan-96 0 48,014 48,014
Arnold Foradory Landscaping Austin, TX Material Handling Sep-97 0 31,164 31,164
Ars Enterprises, Inc. Alsip, IL Audio Equipment Nov-96 0 27,966 27,966
Art Leather Manufacturing Co. Elmhurst, NY Manufacturing & Prod. Nov-97 0 51,031 51,031
Artistry Presentations Mattapoisett, MA Computers Oct-96 0 27,630 27,630
A's Match Dye Co., Inc. Compton, CA Manufacturing & Prod. Oct-97 0 45,601 45,601
Asbestos Transportation Moncks Corner, SC Transportation Mar-93 0 27,697 27,697
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Ashland Machine Company Ashland, VA Manufacturing & Prod. Jan-98 0 79,287 79,287
Associated Detailers Brandon, MS Computers Aug-96 0 50,126 50,126
Atex Knitting Mills Inc. Ridgewood, NY Manufacturing & Prod. Aug-95 0 31,120 31,120
Athena Healthcare Assoc. Inc. Southington, CT Computers Feb-98 0 38,219 38,219
Athens Obstetrics Windsor, CT Medical Mar-93 0 48,302 48,302
Atlantic Baking Company, Inc. Los Angeles, CA Restaurant Dec-97 0 37,669 37,669
Atlantic Coast Fulfillment, Inc. North Haven, CT Fixtures Nov-97 0 45,173 45,173
Atlantic Development Arnold, MO Printing Jun-96 0 30,867 30,867
Atlantic Paste & Glue Co., Inc. Brooklyn, NY Manufacturing & Prod. Nov-92 0 26,664 26,664
AU Technologies Providence, RI Manufacturing & Prod. Nov-92 0 27,685 27,685
Audioforce New York, NY Telecommunications Aug-95 0 33,295 33,295
Auto Lube Express Siloam Spring, Automotive Oct-97 0 37,658 37,658
Automated Building Systems, Inc. Johnson City, TN Computers Mar-93 0 35,807 35,807
Automated Component Hudson, MA Manufacturing & Prod. Mar-94 0 102,089 102,089
Automated Transaction Svcs. W. Los Angeles,CA Furniture Nov-97 0 59,492 59,492
Automation, Inc. Canton, MA Telecommunications Mar-93 0 25,240 25,240
Aziz Edib Poughkeepsie, NY Fixtures 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 & Prod. Aug-95 0 30,695 30,695
Bagel Boss America Corp. Hicksville, NY Restaurant Nov-96 0 52,228 52,228
Bagel Boy, Llc So. Whitehall, PA Restaurant Dec-97 0 30,228 30,228
Bagel Chalet Inc. Commack, NY Restaurant Jan-96 0 39,003 39,003
Bagels & A Hole Lots More Bohemia, NY Restaurant Nov-97 0 57,700 57,700
Bankers Direct Mortgage Corp. W. Palm Beach, FL Computers Jan-98 0 39,045 39,045
Bank-Up Dba, J.D.B. & Associates, Inc. San Ramon, CA Computers Oct-97 0 180,712 180,712
Baron Consulting Co. Milford, CT Medical Aug-95 0 26,444 26,444
Barton & Cooney Inc. Trenton, NJ Manufacturing & Prod. Aug-95 0 27,637 27,637
Base & Base Enterprises, Inc Woodinville, WA Computers Dec-96 0 56,380 56,380
Baskin Robbins Houston, TX Restaurant Nov-92 0 30,824 30,824
Bassetts of Ft. Lauderdale Ft Lauderdale, FL Restaurant Nov-92 0 31,822 31,822
Bauer Sign Dba, Baseline, Inc. Muskego, WI Material Handling Dec-97 0 28,410 28,410
Bay City Associates, Llc Manning, SC Fixtures Sep-97 0 47,674 47,674
Bay Foods, Inc. Providence, RI Restaurant Mar-93 0 28,766 28,766
Beirut Times Los Angeles, CA Computers Oct-97 0 32,985 32,985
Bella Roma, Inc. Taunton, MA Restaurant Mar-93 0 29,291 29,291
Berol Corp. Brentwood, TN Telecommunications May-93 0 25,651 25,651
Besser Company Alpena, MI Computers Aug-94 0 47,498 47,498
Besser Company Alpena, MI Computers Feb-94 506,779 48,903 555,682
Best Approach Publications Chandler, AZ Printing Oct-97 0 54,998 54,998
Best Brew, Inc. Elk Grove Villa, IL Restaurant Mar-93 0 41,386 41,386
Best Brew, Inc. Elk Grove Villa, IL Restaurant Mar-93 0 40,221 40,221
Bethlehem Baptist Church Fairfax, VA Retail Mar-93 0 32,348 32,348
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Beverly Hills Studio, Inc. Santa Monica, CA Video Production Jan-97 0 44,233 44,233
Big "O" Tires Valencia, CA Computers Sep-97 0 51,947 51,947
Big Star of Many, Inc. Many, LA Retail Feb-93 0 70,442 70,442
Biocontrol Technology, Inc. Pittsburgh, PA Computers Jan-98 0 48,895 48,895
Black Canyon Surveying, Inc. Phoenix, AZ Manufacturing & Prod. Dec-97 0 51,828 51,828
Bless Your Hearts Dba, Hopeth Midland, TX Restaurant Dec-97 0 19,351 19,351
Blimpie of Cornwell Cromwell, CT Restaurant Nov-92 0 30,093 30,093
Blue Cross & Blue Shield Of CT North Haven, CT Computers May-93 0 25,020 25,020
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 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 & Prod. 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 & Prod. Nov-92 0 30,824 30,824
Bodine Corp. Bridgeport, CT Telecommunications May-93 0 60,751 60,751
Bolkema Fuel Company Inc. Wyckoff, NJ Computers Sep-97 0 54,797 54,797
Boozer Lumber Co., Inc. Columbia, SC Computers Mar-93 0 27,382 27,382
Borealis Corp. Carson City, NV Computers Jun-96 0 52,031 52,031
Borealis Incorporated Ottertail, MN Manufacturing & Prod. Dec-97 0 37,017 37,017
Boston Pie, Inc. Melrose, MA Restaurant Apr-93 0 26,916 26,916
Bowling, Inc. Jackson, MS Fixtures Mar-93 0 45,109 45,109
Boxley Enterprises, Inc. Oviedo, FL Restaurant Aug-94 0 27,415 27,415
Bradley Memorial Southington, CT Telecommunications May-93 0 69,398 69,398
Brainard Pig, Inc. Fremont, NE Fixtures Feb-98 0 54,296 54,296
Brandt Farms Versailles, OH Fixtures Oct-96 0 56,207 56,207
Branford Hall Career Institute Branford, CT Furniture Dec-97 0 36,416 36,416
Brazos Valley Sand & Gravel, Inc. Cameron, TX Construction Oct-97 0 32,171 32,171
Breaktime Refreshments, Ltd. West Babylon, NY Fixtures Feb-98 0 47,758 47,758
Breckenridge Food Systems Inc. Rancho Santa Maria, CA Restaurant 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 Fixtures 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 & Prod. 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 Fixtures Nov-92 0 31,751 31,751
Burgess Marketing, Inc. Waco, TX Manufacturing & Prod. Oct-97 0 28,195 28,195
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
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 & Prod. 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 & Prod. Jun-94 30,444 3,105 33,549
C H Dexter Windsor Locks, CT Computers May-93 0 68,086 68,086
Caa Marketing Inc. Westmont, IL Manufacturing & Prod. Aug-95 0 31,397 31,397
Cable Usa, Inc. Scottbluff, NE Telecommunications Nov-97 0 48,749 48,749
Cad Scan Reprographic Vacaville, CA Computers Dec-96 0 29,584 29,584
Cafe Chardonnay, Inc. Palm Beach Garden, FL Restaurant Dec-92 0 150,231 150,231
Cain's Drain & Plumbing Co., Inc. Newport News, VA Fixtures Dec-93 0 25,948 25,948
Calico Welding Supply Co. Texas City, TX Manufacturing & Prod. Feb-98 0 34,508 34,508
California School Furnishings Fresno, CA Telecommunications Feb-96 0 51,659 51,659
Callen Photo Mount Corp. Jersey City, NJ Manufacturing & Prod. Oct-97 0 81,854 81,854
Camellia Color Corp. Sacramento, CA Computers May-96 0 40,576 40,576
Cape Fear Supply Co., Inc. Fayetteville, NC Computers Mar-93 0 50,808 50,808
Capital Home Mortgage Miami, FL Computers Aug-96 0 28,253 28,253
Career & Eductn Consult New York, NY Computers Jul-96 0 51,027 51,027
Caregivers Home Health Montgomery, AL Computers May-93 0 29,142 29,142
Cargill Investor Services, Inc. Chicago, IL Computers Mar-93 0 56,109 56,109
Carolina Amusement Columbia, SC Fixtures Dec-97 0 48,889 48,889
Carolina Mold Works, Llc Fletcher, NC Manufacturing & Prod. Dec-96 0 54,484 54,484
Carolina Truss & Manufacturing Monroe, NC Computers Mar-93 0 32,415 32,415
Carolina Volkswagen Charlotte, NC Automotive Dec-97 0 31,878 31,878
Casa Ole Dba, Subway & Cay Chris Wichita Falls, TX Restaurant Nov-97 0 55,167 55,167
Catalog Media Corp. Memphis, TN Computers Nov-92 0 30,705 30,705
Cavalleria Rusticana, Inc. Miami, FL Restaurant Nov-92 0 30,180 30,180
CDI Medical Services Inc. Bloomfield, CT Computers May-93 0 30,494 30,494
Cellular Systems,Llc Carlsbad, CA Computers Sep-98 0 193,040 193,040
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
Center Of Christian Fellowship Phoenix, AZ Audio Equipment Oct-98 0 26,596 26,596
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 Is. City, NY Automotive Mar-93 0 29,122 29,122
Century Consulting Group, Inc. Kennesaw, GA Computers Nov-97 0 47,697 47,697
Cercom, Inc. Vista, CA Manufacturing & Prod. Sep-97 0 49,492 49,492
Champions Pure Fitness, Inc. Fayetteville, NY Medical Nov-92 0 29,217 29,217
Charten, Inc. Southbury, CT Restaurant Mar-93 0 36,934 36,934
Chase Collections Ltd. Fall River, MA Manufacturing & Prod. 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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Chestnut Mart Of Bloomingburg Bloomingburg, NY Fixtures Jan-97 0 132,301 132,301
Chestnut Mart Of Bloomingburg Bloomingburg, NY Fixtures Feb-97 0 63,900 63,900
Chicago Food Corp. Chicago, IL Manufacturing & Prod. Nov-92 0 25,728 25,728
Chinnici & Associates New York, NY Computers Apr-96 0 39,515 39,515
Choice-Professional Overnight New Orleans, LA Copiers Jan-98 0 41,360 41,360
Christopher Productions & Entertainment Los Angeles, CA Video Production Sep-97 0 33,006 33,006
Cicer-Ranzenbach Hamlin, NY Construction Oct-98 0 44,690 44,690
Circuitboard Fabrications Co. Waltham, MA Manufacturing & Prod. 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 Computers Jan-97 0 28,326 28,326
Clarklift Of Orlando, Inc. Orlando, FL Office Equipmnt Feb-98 0 40,189 40,189
Clearwater Health Club Clearwater Beach, FL Medical Mar-93 0 42,058 42,058
Clearwater Health Club Clearwater Beach, FL Medical Mar-93 0 35,565 35,565
Clement's Supermarket, Inc. Chauvin, LA Retail Mar-93 0 66,711 66,711
Cliquer'S Vernon Corp. Mt. Vernon, NY Telecommunications Nov-97 0 55,082 55,082
Clonetics Corporation San Diego, CA Computers Apr-93 0 29,198 29,198
Club 2520 Tucson, AZ Video Production Nov-92 0 30,176 30,176
Cm Clark Enterprises, Inc. Bernardsville, NJ Furniture Jun-95 0 27,551 27,551
Cnc Machining Service Visalla, CA Manufacturing & Prod. Aug-96 0 40,159 40,159
Cnc Systems, Inc. Kennebunk, ME Computers Mar-93 0 27,552 27,552
Coastal Carting, Ltd., Inc. Hollywood, FL Fixtures Aug-97 0 25,291 25,291
Coastal Septic Sharpes, FL Transportation Mar-93 0 36,493 36,493
Coburn & Meredith Inc. Hartford, CT Telecommunications May-93 0 27,879 27,879
Coffee Time, Inc. Anaheim, CA Restaurant Mar-93 0 49,936 49,936
Coffee Time, Inc. Anaheim, CA Restaurant Mar-93 0 28,256 28,256
Coldwell Banker Apex Realtors Rowlett, TX Furniture Dec-97 0 42,955 42,955
Cole River Transportation Llc Winstead, CT Construction Feb-98 0 29,753 29,753
Color Masters Digital Imaging Little Rock, AK Manufacturing & Prod. Nov-97 0 45,076 45,076
Color Xl, Inc. Middleton, WI Printing Nov-97 0 53,929 53,929
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 42,117 42,117
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 43,872 43,872
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 43,932 43,932
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 38,225 38,225
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 45,436 45,436
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 41,342 41,342
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 57,433 57,433
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 42,117 42,117
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 60,818 60,818
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 43,266 43,266
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 75,268 75,268
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 39,471 39,471
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
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 Fixtures Nov-92 0 32,543 32,543
Commercial Brick Corp. Maspeth, NY Construction Oct-97 0 76,340 76,340
Commonwealth Associates New York, NY Telecommunications Sep-97 0 105,616 105,616
Community Health Center Inc Middletown, CT Telecommunications May-93 0 32,205 32,205
Community Health Service, Inc. Hartford, CT Telecommunications Mar-93 0 29,344 29,344
Complete Tool & Grinding Inc. Minneapolis, MN Manufacturing & Prod. Feb-96 0 28,720 28,720
Comprehensive Id Products Burlington, MA Furniture Jun-96 0 51,484 51,484
Computer Science Resources, Inc. Williamsport, PA Telecommunications Sep-97 0 75,298 75,298
Comtec Computer Services, Inc. Houston, TX Computers Mar-93 0 27,306 27,306
Concord Teacakes Excetra Inc. Concord, MA Fixtures 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 & Prod. 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 & Prod. 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
Convention Express Inc. Ocean City, NJ Computers Feb-98 0 73,997 73,997
Core Group Ltd. Boston, MA Video Production Feb-98 0 45,566 45,566
Corporate Health New Haven, CT Telecommunications May-93 0 40,114 40,114
Corral Associates Rochester, NY Telecommunications May-96 0 53,461 53,461
Cosmopolitan Medical Communications Phoenix, AZ Computers Oct-97 0 44,665 44,665
Costello Lomasney & Denapoli Manchester, NH Computers Mar-93 0 29,771 29,771
Country Club Liquors Largo, FL Restaurant Nov-92 0 26,942 26,942
Countryside Manor, Inc. Bristol, CT Telecommunications Mar-93 0 26,257 26,257
Covalent Systems Corp. Fremont, CA Computers Mar-93 0 27,216 27,216
Craftsman Auto Body Sterling, VA Computers Aug-95 0 33,202 33,202
Creative Entertainment Group Los Angeles, CA Video Production Nov-97 0 61,777 61,777
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Creative Sound Productions Houston, TX Audio Equipment May-96 0 37,940 37,940
Creative Vision Graphics Marina Del Ray, CA Printing May-95 0 33,037 33,037
Crs Design, Inc. New York, NY Computers Sep-97 0 26,032 26,032
Crs Design, Inc. New York, NY Computers Jul-98 0 41,460 41,460
Crystal Clear Design Dba, R.Baker Patterson, NJ Computers Nov-97 0 55,021 55,021
Csk Auto Phoenix, AZ Other Apr-98 0 358,401 358,401
Csk Auto Inc Phoenix, AZ Other Mar-98 0 696,718 696,718
Csk Auto,Inc. Phoenix, AZ Other Jun-98 0 58,880 58,880
CT Junior Rebulic Assoc. Litchfield, CT Telecommunications Mar-93 0 26,061 26,061
CT Transit/HNS Management Hartford, CT Transportation May-93 0 44,728 44,728
C-Town Jersey City, NJ Retail Dec-96 0 28,658 28,658
Cumberland Capital Dba The Mcintyre Llc Brentwood, TN Telecommunications Oct-97 0 31,498 31,498
Cunningham Assoc. Mission Viejo, CA Audio Equipment Oct-97 0 63,534 63,534
Curagen Corp. New Haven, CT Computers Aug-97 0 69,436 69,436
Custom Paint & Body Moncks Corner, SC Automotive Jan-97 0 33,354 33,354
Custom Print, Inc. Pleasanton, CA Computers Mar-93 0 29,993 29,993
D & B Computing Wilton, CT Telecommunications May-93 0 132,764 132,764
D & L Offset Lithography Co., Inc. New York, NY Printing Oct-97 0 52,873 52,873
D & M Contractors, Inc. Suwanee, GA Construction Dec-96 0 53,441 53,441
D & V Sound San Jose, CA Audio Equipment Aug-96 0 39,778 39,778
D B Basics, Inc. Raleigh, NC Computers Dec-97 0 41,900 41,900
D' La Colmena Mexican Food Watsonville, CA Restaurant Nov-92 0 28,211 28,211
D.A.O.R. Security, Inc. Bronx, NY Telecommunications Sep-97 0 28,025 28,025
D2 Entertainment Corp. Rosemead, CA Audio Equipment 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 Equipment Nov-92 0 27,036 27,036
Dallo & Co. National City, CA Fixtures 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 & Prod. 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
Dave Haynie Enterprises, Inc. Edmond, OK Construction Oct-98 0 80,246 80,246
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 & Prod. 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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Delta Video Duplicating Anaheim, CA Video Production Nov-92 0 30,301 30,301
Delta Video, Inc. Anaheim, CA Audio Equipment Sep-97 0 27,595 27,595
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 Fixtures Nov-96 0 29,892 29,892
Distribution Svcs Of Atlnta Hopeville, GA Fixtures Sep-96 0 34,488 34,488
Diversified Business Svcs., Inc. Newport Beach, CA Telecommunications Nov-97 0 31,019 31,019
Do Net Inc. Dayton, OH Computers Sep-97 0 29,221 29,221
Donald L. Eger Jr., Inc. Cincinnati, OH Computers May-94 27,791 2,788 30,579
Double Day, Inc. Grand Island, NY Mining Dec-97 0 558,796 558,796
Douglas F. Johnson Hillsboro, TX Manufacturing & Prod. Jun-94 25,853 2,848 28,701
Dralco, Inc. Weatherford, TX Manufacturing & Prod. 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
Dunkin Donuts & Baskin Robbins Austin, TX Restaurant Jan-98 0 26,586 26,586
Dynaco Corp. Tempe, AZ Computers Nov-97 0 57,044 57,044
Dynatenn, Inc. Weymouth, MA Computers Mar-93 0 55,262 55,262
Dynatenn, Inc. Weymouth, MA Manufacturing & Prod. Mar-93 0 55,208 55,208
E & V Bakery Dba, Morris Park Bronx, NY Restaurant Dec-97 0 66,216 66,216
Eagle Vision, Inc. Stamford, CT Video Production Jan-97 0 33,538 33,538
East Hartford Ltd. 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 & Prod. 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
Eka Chemical Marietta, GA Manufacturing & Prod. Sep-98 526,499 1,402,960 1,929,459
Elderhaus Concepts, Ltd. Madison, WI Furniture Nov-96 0 39,966 39,966
Electronic Imaging Center, Inc. Boston, MA Printing Oct-97 0 31,245 31,245
Electronic Media Equip. West Bond, WI Material Handling Dec-96 0 53,542 53,542
Ellen Fitzenrider Barnwell, SC Medical Nov-92 0 27,619 27,619
Elliot'S Famous Hot Dogs Dba First No.Chelmsford, MA Restaurant Sep-97 0 48,899 48,899
Ellman Hahn Schwartz Windsor, CT Medical Mar-93 0 39,195 39,195
Emco Sales & Service Inc North Bergen, NJ Manufacturing & Prod. Aug-95 0 28,568 28,568
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Emerald Studios, Inc. San Diego, CA Video Production Oct-97 0 52,446 52,446
Empac Design, Inc. Dallas, TX Printing Mar-93 0 30,984 30,984
Empire of Orange Realtors Pomona, NY Furniture Nov-92 0 31,271 31,271
Engineers Country Club, Inc. Rosalyn Harbor, NY Medical Mar-93 0 31,210 31,210
Enthone Omi, Inc. West Haven, CT Telecommunications Mar-93 0 29,686 29,686
Enthone Omi, Inc. West Haven, CT Telecommunications Nov-93 0 53,318 53,318
Enthone Omi, Inc. West Haven, CT Telecommunications May-93 0 34,295 34,295
Enthone Omi, Inc. West Haven, CT Telecommunications Mar-93 0 35,855 35,855
Eratex Enterprise, Inc. Los Angeles, CA Manufacturing & Prod. Dec-97 0 28,769 28,769
Ernie Sandoval Enterprises Oceanside, CA Restaurant May-96 0 38,992 38,992
Ernie'S Auto Parts Dba W.E.S. Corp. 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
ESM/Exton, Inc. Blue Bell, PA Restaurant Dec-94 0 416,000 416,000
ETS Water & Waste Mgt. Roanoke, VA Manufacturing & Prod. 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 Computers Jan-97 0 56,631 56,631
Executrain of Texas Dallas, TX Computers Apr-95 0 53,872 53,872
Extech Instruments Corp. Waltham, MA Computers Mar-93 0 34,725 34,725
Eye Care Centers San Antonio, TX Retail Dec-97 0 1,506,853 1,506,853
F.D. Mcginn, Inc. Providence, RI Material Handling Jul-96 0 44,150 44,150
Fair Auto Supply Bridgeport, CT Telecommunications Mar-93 0 32,206 32,206
Fairmont Re-Bar Fabricators, Inc. Miami, FL Computers Aug-97 0 31,791 31,791
Faith Pleases God Church Harlingen, TX Fixtures Apr-95 0 30,127 30,127
Fallick Klein Partnership Houston, TX Manufacturing & Prod. Apr-95 0 27,615 27,615
Family Foodservice, Inc. Ft. Pierce, FL Restaurant Sep-97 0 51,164 51,164
Fantastic Sam'S Dba Alverben Enterprises St. Petersburg,FL Fixtures Oct-97 0 27,759 27,759
Fantastic Sam'S Dba Gorski Enterprises Inc. Mobile, AL Fixtures Sep-97 0 53,427 53,427
Farah H Vikoren, MD Windsor, CT Medical Mar-93 0 48,666 48,666
Farish Media Dba Robert Farish Kailua Kona, HI Telecommunications Aug-97 0 45,919 45,919
Farm Acquisitions Corporation Pomfret, CT Telecommunications May-93 0 52,754 52,754
Farm To Market Inc. Laguna Niguel, CA Retail Oct-96 0 55,257 55,257
Farmco, Inc. Seguin, TX Manufacturing & Prod. Jul-93 0 160,202 160,202
Felecia L. Dawson Md Atlanta, GA Medical May-95 0 33,861 33,861
Fergy's Expresso Seattle, WA Restaurant Nov-92 0 32,458 32,458
Fi-Del, Inc. Bridgeville, PA Fixtures Nov-97 0 49,896 49,896
Fidelity Funding Financial Group Dallas, TX Furniture Sep-97 0 42,052 42,052
Field's Bakery, Inc. Pleasentville, NJ Restaurant Mar-93 0 37,631 37,631
Figs West Hollywood, CA Restaurant Nov-92 0 25,400 25,400
Filterfresh Denver, Inc. Denver, CO Restaurant Mar-93 0 33,886 33,886
First Quality Health Care Chicago, IL Medical Nov-92 0 31,460 31,460
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
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 & Prod. 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 & Prod. Aug-94 0 28,449 28,449
Florida Health, Inc. Boca Raton, FL Medical Oct-97 0 55,017 55,017
Florida Homes Showcase, Inc. Lake City, FL Telecommunications Mar-93 0 26,532 26,532
Food Dude, Inc. Torrance, CA Computers May-96 0 35,835 35,835
Food For Thought Exton, PA Restaurant Nov-92 0 30,609 30,609
Footprints Blueprinting San Luis Bispop, CA Photography Aug-96 0 35,757 35,757
Forward Logistics Group Orlando, FL Material Handling Feb-98 0 39,743 39,743
Foster Medical Supply Inc Hartford, CT Telecommunications May-93 0 30,034 30,034
Foto 1 Dba, N Focus, Inc. Morgantown, WV Manufacturing & Prod. Dec-97 0 25,902 25,902
Foto Motal,Inc. New York, NY Photography Oct-98 0 43,143 43,143
Francis Poirier Ellington, CT Manufacturing & Prod. Mar-93 0 33,236 33,236
Francis Poirier Ellington, CT Printing Mar-93 0 42,219 42,219
Fred Talarico MD Utica, NY Manufacturing & Prod. Aug-95 0 26,788 26,788
Freedman & Lorry, P.C. Philadelphia, PA Computers Oct-97 0 77,364 77,364
Freemont House Of Pizza, Inc. Fremont, NH Restaurant Nov-92 0 26,510 26,510
Fuel Cell Manufacturing Danbury, CT Telecommunications May-93 0 25,265 25,265
Fuller Roberts Clinic, Inc. Windsor, CT Medical Mar-93 0 50,236 50,236
Future Hopes, Inc. Miami, FL Restaurant Dec-96 0 50,356 50,356
Future Prod.s, Inc. New York, NY Video Production Mar-93 0 41,473 41,473
G And M Music Co., Inc. Sumter, SC Fixtures May-97 0 100,000 100,000
Gale H. Pike Laguna Beach, CA Furniture Dec-92 0 40,283 40,283
Gale H. Pike Laguna Beach, CA Furniture Dec-92 0 63,573 63,573
Gale H. Pike Laguna Beach, CA Furniture Dec-92 0 60,286 60,286
Game Creek Video Limited Partnership Amherst, NH Video Production Oct-97 0 63,004 63,004
Gamma One, Inc. North Haven, CT Telecommunications May-93 0 31,131 31,131
Garcia Masonry Inc. San Diego, CA Computers 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 Fixtures 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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Glastonbury Glastonbury, CT Telecommunications May-93 0 57,940 57,940
Goldberg & Assoc. Dba Maxine B. Reloj Omaha, NE Manufacturing & Prod. Sep-97 0 33,266 33,266
Goldbergs New York Bagels Bethlehem, PA Restaurant Dec-97 0 106,434 106,434
Golden Corral Corporation Raleigh, NC Furniture Jul-98 0 264,314 264,314
Golden Corral Steakhouse Hueytown, AL Restaurant Nov-92 0 28,005 28,005
Goldgate Enterprises, Inc. Corpus Christi, TX Manufacturing & Prod. Jun-95 0 27,357 27,357
Gold's Gym Canton, MA Medical Nov-92 0 29,529 29,529
Gourmet Boutique, Llc Jamaica, NY Restaurant Dec-97 0 68,231 68,231
Grace'S Marketplace Dba Doria Ent. New York, NY Restaurant Sep-97 0 74,456 74,456
Grady & Dicks, A Law Corporation San Diego, CA Computers Jan-98 0 84,977 84,977
Grand Union Wayne, NJ Retail Dec-93 0 331,713 331,713
Grand Union Wayne, NJ Retail Dec-93 0 260,075 260,075
Grand Union Passaic, NJ Retail Dec-93 0 217,409 217,409
Grandma'S Bagels, Inc. Bend, OR Restaurant Dec-97 0 64,586 64,586
Graphic Data of New Jersey, 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 & Prod. Jun-94 39,350 4,899 44,249
Graphic Trends Paramount, CA Printing Jan-97 0 53,233 53,233
Graphik Dimensions Ltd. Flushing, NY Computers Mar-93 0 29,999 29,999
Great American Remodeling, Inc. Ft Walton Bch, FL Construction Sep-97 0 53,767 53,767
Greaves, Walker, Inc. Mobile, AL Retail Dec-96 0 49,573 49,573
Green Acres Land Develpoment Powells Point, NC Manufacturing & Prod. Feb-98 0 33,617 33,617
Grolier, Inc. Danbury, CT Telecommunications Mar-93 0 32,525 32,525
Grolier, Inc. Danbury, CT Telecommunications Mar-93 0 29,427 29,427
Gruen Optika Corp. New York, NY Medical Dec-97 0 47,076 47,076
Guadalajara Mexican Deli Tracy, CA Restaurant Nov-92 0 26,037 26,037
Gulf Coast Landscaping Corp. Mobile, AL Construction Aug-97 0 31,881 31,881
Gumby'S Pizza Systems Inc. Gainesville, FL Restaurant Apr-95 0 26,879 26,879
Gun Hill Collision Bronx, NY Manufacturing & Prod. Apr-93 0 26,341 26,341
H & J Amoco Gambrills, MD Fixtures Sep-96 0 98,987 98,987
H & R Block Lebanon, TN Computers Nov-92 0 28,540 28,540
H & R Family Foods, Inc. Lancaster, SC Fixtures Sep-97 0 46,439 46,439
H & S Construction New Salisbury, IN Construction Feb-98 0 73,104 73,104
H & T Tool Fairfield, NJ Manufacturing & Prod. 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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Harrison & King Music Co., Inc. Hartsville, SC Fixtures May-97 0 100,000 100,000
Harr'S Surf & Turf Markets,Inc Palm Harbor, FL Fixtures Jan-98 0 55,740 55,740
Harry's Oyster Bar Club Oklahoma City, OK Restaurant Nov-92 0 30,806 30,806
Hazen Inc East Moline, IL Manufacturing & Prod. 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
Headway Technologies,Inc. Milpitas, CA Manufacturing & Prod. Aug-98 0 1,498,917 1,498,917
Health Systems International Wallingford, CT Telecommunications May-93 0 55,360 55,360
Hearndon Construction, Inc. Micco, FL Construction Nov-97 0 43,478 43,478
Hebrew Home & Hospital West Hartford, CT Telecommunications May-93 0 110,600 110,600
Hedges, David C. Nashville, TN Retail Mar-93 0 32,425 32,425
Helotes Contractors, Inc. Austin, TX Video Production Nov-97 0 30,891 30,891
Helvetia Coal Company Indiana, PA Mining Dec-92 151,276 66,138 217,414
Helvetia Coal Company Indiana, PA Mining Dec-92 427,481 151,020 578,501
Hendersonville Obst. Windsor, CT Medical Mar-93 0 44,348 44,348
Hesco, Inc. Watertown, SD Manufacturing & Prod. Jun-94 39,746 4,586 44,333
Hickey Chemists Ltd. New York, NY Computers Aug-95 0 28,393 28,393
Hi-G Company Inc. Pitman, NJ Telecommunications May-93 0 26,945 26,945
Himani Enterprises, Inc. Rego Park, NY Restaurant Mar-93 0 27,299 27,299
Historic Tours Of America,Inc. Key West, FL Automotive Oct-98 0 388,303 388,303
Hi-Tech of DFW Hurst, TX Automotive Nov-92 0 29,299 29,299
Hms Steakhouse Of Tampa, Inc. Tampa, FL Retail Nov-97 0 56,990 56,990
Hocking Chemical Corp. National City, CA Manufacturing & Prod. Apr-93 0 29,699 29,699
Holy Bagel Hackettstown, NJ Restaurant Nov-92 0 30,904 30,904
Homecare, Inc. Wallingford, CT Computers Oct-97 0 43,764 43,764
Homesteaders Life Company Des Moines, IA Printing Feb-93 0 26,777 26,777
Hometown Buffet, Inc. San Diego, CA Restaurant Feb-95 0 618,000 618,000
Honey Dew Associates, Inc. Planville, MA Restaurant Mar-93 0 47,019 47,019
Hospitality Franchise Systems Parsippany, NJ Furniture Mar-93 0 40,219 40,219
Hospitality Springs Atlanta, GA Restaurant Dec-93 0 126,000 126,000
Hot Spot Casino, Inc. Surfside, SC Fixtures Aug-97 0 49,131 49,131
Hough Krating, Inc. Richburg, SC Material Handling Sep-97 0 27,771 27,771
Houston Sportsco, Inc. Houston, TX Restaurant Jan-97 0 27,110 27,110
HPK Corporation Mesquite, TX Manufacturing & Prod. Mar-95 0 26,949 26,949
HTB Restaurant, Inc. Salt Lake City, UT Restaurant Mar-94 0 425,871 425,871
HTB Restaurant, Inc. Salt Lake City, UT Restaurant Mar-94 0 426,137 426,137
Huggos Restaurant Dba Olu Kai Ltd Kailua-Kona, HI Restaurant Sep-97 0 52,935 52,935
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Huston-Lynn Enterprises Inc. Indianapolis, IN Restaurant Jan-96 0 26,384 26,384
Hyundai Electronics America San Jose, CA Computers Aug-98 0 500,756 500,756
Icm Conversion, Inc. Phoenix, AZ Retail Dec-96 0 50,118 50,118
Idea Television Washington, DC Video Production Aug-96 0 49,286 49,286
Il Bacio, Inc. Marlboro, NJ Restaurant Nov-92 0 30,866 30,866
Ild Teleservices, Inc. Dallas, TX Telecommunications Dec-97 0 1,080,625 1,080,625
Ild Teleservices,Inc. Dallas, TX Telecommunications. Jul-98 0 983,835 983,835
Image Data Management Systems Orange, CA Manufacturing & Prod. 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 & Prod. 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 & Prod. Jan-97 0 61,390 61,390
Innerdyne Medical, Inc. Sunnyvale, CA Furniture May-94 24,481 2,600 27,081
Inquo, Inc. Draper, UT Computers Oct-97 0 40,118 40,118
Inrad, Inc. Northvale, NJ Computers Mar-93 0 57,087 57,087
Inrad, Inc. Northvale, NJ Manufacturing & Prod. Mar-93 0 41,547 41,547
Intense Bodyworks, Inc. Edgewood, NY Medical Mar-93 0 48,200 48,200
Inter-Church Residences Inc Bridgeport, CT Telecommunications May-93 0 74,453 74,453
Intercommunictns Amer. Adventura, FL Computers Nov-96 0 54,788 54,788
Inter-Financial Group Schaumburg, IL Furniture Apr-93 0 27,943 27,943
International Biotechnologies New Haven, CT Telecommunications May-93 0 68,672 68,672
International Equipment Logist Avenel, NJ Material Handling Jun-98 0 289,593 289,593
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 91,681 16,147 107,828
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 59,963 10,194 70,157
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 27,603 4,837 32,439
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 40,710 7,022 47,732
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 928,919 168,139 1,097,058
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 366,711 60,948 427,660
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 540,297 92,579 632,877
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 337,702 56,148 393,850
International Software Frederick, MD Printing Dec-92 22,653 3,445 26,098
Internet Broadcasting Corp. New York, NY Video Production Sep-97 0 54,042 54,042
Investors Fudiciary Services Atlanta, GA Computers Nov-92 0 27,580 27,580
Isx Corp. Westlake Vilage,CA Computers Nov-97 0 31,342 31,342
Item Nine Montpeller, VT Restaurant Mar-93 0 29,163 29,163
Itt Flygt Corporation Trumbull, CT Telecommunications May-93 0 56,986 56,986
Iverson Financial System, Inc Sunnyvale, CA Computers Jan-98 0 35,980 35,980
IVF America, Inc. Greenwich, CT Medical Dec-92 0 165,805 165,805
IVF America, Inc. Greenwich, CT Medical Dec-92 0 123,254 123,254
IVI Travel, Inc. Northbrook, IL Furniture Mar-93 0 35,784 35,784
IVI Travel, Inc. Northbrook, IL Furniture Mar-93 0 39,314 39,314
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
J & H Auto & Truck Repair Peabody, MA Fixtures 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 & Prod. Mar-94 0 265,815 265,815
J. Sunset Enterprises Sandy, UT Furniture Oct-97 0 27,111 27,111
J. Walter Thompson New York, NY Audio Equipment Jul-96 0 43,506 43,506
J. Walter Thompson USA, Inc. New York, NY Video Production Sep-93 0 80,952 80,952
J.L. Thompson Construction Co. Mt. Holly, NC Fixtures Nov-97 0 47,285 47,285
J.M. Ney Company Bloomfield, CT Telecommunications Apr-96 0 41,813 41,813
J.W. Wood & Associates, Inc. Battle Creek, MI Retail Feb-98 0 81,331 81,331
Jackson'S Bistro & Bar, L.C. Oidc Tampa, FL Telecommunications Dec-97 0 38,989 38,989
Jacobs Mfg Bloomfield, CT Telecommunications May-93 0 48,356 48,356
James Hill, Inc. New Milford, CT Automotive Jul-96 0 39,121 39,121
James Lyver East Hartford, CT Construction Mar-93 0 46,909 46,909
Janin Corp. Perth Amboy, NJ Computers Apr-93 0 26,047 26,047
Jardon & Howard Technologies Winter Park, FL Computers Jan-97 0 39,743 39,743
Jaymee Housefield Ft. Walton Bch, FL Medical Mar-93 0 30,539 30,539
Jefferson Harvey Paschal Jeffersonville,GA Restaurant Jul-96 0 30,796 30,796
Jetson'S Inc. Edison, NJ Restaurant Feb-98 0 48,904 48,904
Jetstream Cafe Avon, CT Furniture Mar-93 0 28,537 28,537
Jim Whitman Studios, Inc. Clifton, NJ Computers Jun-94 35,732 4,183 39,914
Jimmy Mac'S Roadhouse Dba Renton, WA Retail Feb-98 0 36,861 36,861
Jo-Ann's Nut House Garden City, NY Manufacturing & Prod. Jun-93 0 28,691 28,691
John & Frank Chaung DDS New York, NY Medical Aug-95 0 36,143 36,143
John Baird, Inc. Palm Desert, CA Construction May-96 0 39,648 39,648
John F. Almeida Dairy Tulare, CA Agriculture Nov-92 0 28,070 28,070
John Hassell's Dry Cleaning Plano, TX Sanitation Nov-92 0 30,824 30,824
John Kruse DDS New York, NY Medical Aug-95 0 31,470 31,470
John M. Hulbrook New York, NY Furniture Mar-93 0 26,020 26,020
John Sandy Productions, Inc. Englewood, CO Video Production Dec-97 0 56,633 56,633
Jones Body Shop Omaha, NE Automotive Oct-97 0 42,058 42,058
Joseph H. Tees & Son Inc. Bensalem, PA Manufacturing & Prod. 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 Computers 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 & Prod. Mar-93 0 32,185 32,185
K.S. Fashions Inc. Los Angeles, CA Manufacturing & Prod. May-95 0 37,210 37,210
Kallmart Telecom, Inc. Satellite Beach, FL Computers Jan-98 0 49,152 49,152
Kaman Aerospace Bloomfield, CT Telecommunications May-93 0 276,151 276,151
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
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 & Prod. Mar-94 1,391,054 159,268 1,550,321
Kapco Enterprises ,Inc. Boca Raton, FL Medical Jul-98 0 233,484 233,484
Kapco Enterprises,Inc. Boca Raton, FL Medical Jul-98 0 233,484 233,484
Kapco Enterprises,Inc. Boca Raton, FL Medical Jul-98 0 233,484 233,484
Kapco Enterprises,Inc. Boca Raton, FL Medical Jul-98 0 233,484 233,484
Kapco Enterprises,Inc. Boca Raton, FL Medical Jul-98 0 233,484 233,484
Karen Lietz Ionia, NY Material Handling May-94 24,280 3,135 27,415
Keja Associates Inc. Vista, CA Manufacturing & Prod. Aug-95 0 29,942 29,942
Kent Hylton Santa Paula, CA Construction Jun-96 0 56,620 56,620
Kent School Corp. Kent, CT Telecommunications May-93 0 69,262 69,262
Kerr Steamship Company, Inc. Rosemont, IL Telecommunications Mar-93 45,117 8,993 54,110
Kerrin Graphics & Printing, Inc. Southbridge, MA Printing Sep-97 0 35,863 35,863
Keywest Instant Images Keywest, FL Computers Nov-92 0 25,361 25,361
Kidco Enterprises, Inc. New York, NY Computers Mar-95 0 31,667 31,667
Kiddoo, Roger Joy, IL Manufacturing & Prod. Jan-97 0 47,304 47,304
Kings Restaurant, Inc. Newark, NJ Restaurant Dec-97 0 28,601 28,601
Kinkos Of Thousand Oaks W. Lake Village, CA Furniture Aug-95 0 25,418 25,418
Kinnett Dairies, Inc. Columbus, GA Manufacturing & Prod. 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 Equipment Nov-92 0 29,938 29,938
Koerner, Silberberg & Weiner, Llp New York, NY Furniture Aug-97 0 51,622 51,622
Koman Sportswear Manufacturing Carlstadt, NJ Computers Mar-95 0 35,731 35,731
Komplete Packaging Service Arlington, TX Manufacturing & Prod. Dec-97 0 34,571 34,571
Kouri Capital Group, Inc. New York, NY Computers May-94 24,132 2,628 26,759
Kurzweil Applied Intelligence Waltham, MA Computers Mar-93 0 46,598 46,598
Kustaards Ltd. Bethel, CT Fixtures Aug-95 0 49,980 49,980
L & N Label Co., Inc. Clearwater, FL Printing Mar-94 0 33,526 33,526
L.A. Food Services Sommerville, NJ Restaurant Nov-97 0 78,586 78,586
L.J. Construction, Inc. S. Brunswick, NC Construction Sep-97 0 44,931 44,931
La Bella Sausage, Inc. Brooksville, FL Fixtures Nov-96 0 52,779 52,779
La Parisienne Bakery, Inc. Austin, TX Restaurant Nov-92 0 29,234 29,234
Laminaide, Inc. Bayshore, NY Manufacturing & Prod. Oct-97 0 42,348 42,348
Landsdale Hotel Assoc. Lp T/A Norfalk Norfolk, VA Retail Oct-97 0 39,319 39,319
Lane Foods, Inc. Providence, RI Restaurant Mar-93 0 39,811 39,811
Lane Randolph New Castle, DE Transportation Mar-93 0 39,868 39,868
Latham Tire St. Louis, MO Automotive Feb-93 0 37,371 37,371
Lawrence Delights Dba, Le-Liban Atlanta, GA Restaurant Dec-97 0 33,981 33,981
Lawrence Friedman Brooklyn, NY Furniture Mar-93 0 48,739 48,739
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Lawrence Ob-Gyn Windsor, CT Medical Mar-93 0 47,062 47,062
Lechters, Inc. Harrison, NJ Copiers Mar-93 0 60,876 60,876
Lee Family Clinic Durant, OK Computers Aug-96 0 25,945 25,945
Legal Eagles Copy Service Irvine, CA Copiers Nov-92 0 29,195 29,195
Lenders Bagel Bakery West Haven, CT Computers Mar-93 0 49,402 49,402
Lester Telemarketing, Inc. Branford, CT Computers Dec-97 0 45,705 45,705
Life 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 & Prod. Aug-95 0 49,039 49,039
Little Angel Foods, Inc. Daytona Beach, FL Restaurant Jan-98 0 58,027 58,027
LNS Group, Inc. Yantic, CT Telecommunications May-93 0 34,809 34,809
Load Star, Inc. Lavonia, GA Computers Mar-93 0 34,963 34,963
Lo-Est Printing Co., Inc. Carmel, IN Computers Mar-93 0 31,658 31,658
Loh Corporation Arlington, TX Computers Apr-95 0 42,005 42,005
Long Beach Acceptance Corp. Paramus, NJ Computers Dec-97 0 345,530 345,530
Long Beach Acceptance Corp. Oradell, NJ Computers Mar-97 0 366,242 366,242
Long View Dyeing & Finishing Corp. Hickory, NC Manufacturing & Prod. Oct-97 0 28,349 28,349
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 & Prod. Mar-93 0 58,707 58,707
Lowes Service Center, Inc. Northborough, MA Automotive Jan-98 0 86,125 86,125
Lung Diagnostics, Inc. Glenridge, NJ Medical Sep-96 0 35,492 35,492
Lustig & Brown Buffalo, NY Computers Sep-96 0 45,976 45,976
M.B.R.Management Corp. St.Charles, MO Fixtures Oct-98 0 284,022 284,022
Mac Scan, Inc. Monterey Park, CA Computers Nov-96 0 27,617 27,617
Machining Center Dba, Paul Gajda Slippery Rock, PA Manufacturing & Prod. Dec-97 0 43,539 43,539
Madeux Vending Fernandina, FL Restaurant Nov-92 0 30,824 30,824
Madison Board of Education Madison, CT Computers Mar-93 0 56,540 56,540
Magnetek Century Electric St. Louis, MO Telecommunications Dec-92 25,906 2,385 28,291
Magnitude Eight Prod.s Arieta, CA Audio Equipment Aug-97 0 59,823 59,823
Magnolia Studios, Inc. Burbank, CA Audio Equipment Nov-97 0 61,871 61,871
Management Professional Redondo Beach, CA Computers May-93 0 27,082 27,082
Manchester Ob/Gyn Associates Windsor, CT Medical Mar-93 0 43,662 43,662
Mancuso Sr. Inc. Houston, TX Manufacturing & Prod. Feb-96 0 35,600 35,600
Mandell Armor Design & Mfg, Inc. Phoenix, AZ Manufacturing & Prod. Aug-97 0 54,192 54,192
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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Marine Mgt Systems Stamford, CT Computers May-96 0 33,038 33,038
Mario J. Dominquez, DC La Puente, CA Medical Mar-95 0 25,922 25,922
Marios Of Boca Dba Boca Raton, FL Restaurant Dec-96 0 59,923 59,923
Mario'S Of Boca Dba, M.O.B., Inc. Boca Raton, FL Retail Dec-97 0 25,899 25,899
Market Street Grill Columbus, OH Computers Nov-92 0 26,808 26,808
Maro Electronic's Bristol, PA Audio Equipment Jun-93 0 27,123 27,123
Marshall Real Sign Co. Dba Real Sign Chicago, IL Manufacturing & Prod. Oct-97 0 31,052 31,052
Martin Mcgrath DPM New York, NY Medical Aug-95 0 30,379 30,379
Martin'S, Inc. Baltimore, MD Fixtures Sep-97 0 334,930 334,930
Marymount University Arlington, VA Retail Mar-93 0 40,501 40,501
Marymount University Arlington, VA Retail Mar-93 0 28,867 28,867
Masco Corporation of Indiana Cumberland, IN Computers Mar-93 0 28,127 28,127
Mashantucket Pequot Gaming Ledyard, CT Computers Mar-93 0 35,365 35,365
Mashantucket Pequot Gaming Ledyard, CT Computers Mar-93 0 28,576 28,576
Mashantucket Pequot Gaming Ledyard, CT Computers Mar-93 0 40,460 40,460
Mashantucket Pequot Gaming Ledyard, CT Fixtures Mar-93 0 44,078 44,078
Mashantucket Pequot Gaming Ledyard, CT Fixtures Mar-93 0 45,174 45,174
Mashantucket Pequot Gaming Ledyard, CT Fixtures Mar-93 0 29,456 29,456
Mashantucket Pequot Gaming Ledyard, CT Furniture Mar-93 0 26,271 26,271
Mashantucket Pequot Gaming Ledyard, CT Furniture Mar-93 0 40,895 40,895
Mashantucket Pequot Gaming Ledyard, CT Furniture Mar-93 0 41,487 41,487
Mashantucket Pequot Gaming Ledyard, CT Manufacturing & Prod. Mar-93 0 32,783 32,783
Mashantucket Pequot Gaming Ledyard, CT Photography Mar-93 0 41,581 41,581
Mashantucket Pequot Gaming Ledyard, CT Photography Mar-93 0 36,441 36,441
Mashantucket Pequot Gaming Ledyard, CT Restaurant Mar-93 0 40,352 40,352
Mashantucket Pequot Gaming Ledyard, CT Restaurant Mar-93 0 33,126 33,126
Mashantucket Pequot Gaming Ledyard, CT Telecommunications Mar-93 0 43,122 43,122
Master Power Brakes, Ltd. Mooresville, NC Computers May-96 0 33,623 33,623
Masterweld Products South Bend, IN Manufacturing & Prod. Nov-97 0 53,431 53,431
Mazzetti & Associates, Inc. San Francisco, CA Computers Jul-96 0 31,565 31,565
Mc Cue Mortgage Co., Inc. New Britain, CT Telecommunications May-93 0 36,360 36,360
McCullough Oil Service Glen Rock, PA Fixtures Dec-96 0 130,515 130,515
McKibben Communications Chatsworth, CA Video Production Dec-96 0 31,858 31,858
Med-Com & Health Services Pleasantville, NJ Computers Nov-97 0 40,569 40,569
Medeast, Inc. Pelham Manor, NY Medical Sep-97 0 115,664 115,664
Medical Development Corp Of Hudson, FL Medical Jan-98 0 67,679 67,679
Medical Industries Of America Boynton Beach, FL Computers Jan-98 0 31,543 31,543
Medserve, Inc. Huntington, NY Medical Jan-98 0 32,691 32,691
Medstar Inc. Waterbury, CT Telecommunications May-93 0 115,110 115,110
Medstar, Inc. Waterbury, CT Medical Nov-92 0 28,789 28,789
Mee Mee Bakery San Francisco, CA Restaurant Sep-96 0 35,995 35,995
Mefa, Inc. Medford, MA Manufacturing & Prod. Nov-92 0 31,429 31,429
Megawats Dba, Saladin Westco San Francisco, CA Computers Dec-97 0 429,880 429,880
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Mei-Chi-Na Beauty International, Inc.Irvine, CA Retail Oct-97 0 27,337 27,337
Meikejohn & Stone Clinic Pc Windsor, CT Medical Mar-93 0 53,763 53,763
Meirose & Friscia, P.A. Tampa, FL Computers Nov-96 0 38,362 38,362
Mekka Java San Diego, CA Restaurant Nov-92 0 27,416 27,416
Melvin J.Kordon, MD PA Ellicott City, MD Medical Nov-92 0 28,945 28,945
Meridian Off-Road Center, Inc. Butler, PA Automotive Jan-98 0 38,733 38,733
Merlin Printing, Inc. Amityville, NY Computers Jan-98 0 29,262 29,262
Mesh, Inc. Iselin, NJ Restaurant Mar-93 0 27,921 27,921
Met Food & Jan Food Corp Dba Swf FoodJackson Hghts,NY Fixtures Oct-97 0 50,581 50,581
Met Life Insurance Co. Clayton, MO Furniture Feb-94 0 37,773 37,773
Metal Leve Ann Arbor, MI Manufacturing & Prod. Sep-93 256,817 61,114 317,931
Metal Leve Ann Arbor, MI Manufacturing & Prod. Sep-93 241,282 54,650 295,931
Metal Leve Ann Arbor, MI Manufacturing & Prod. Sep-93 1,856,605 425,263 2,281,868
Metal Leve Ann Arbor, MI Manufacturing & Prod. Sep-93 963,924 220,375 1,184,300
Metal Leve Ann Arbor, MI Manufacturing & Prod. Sep-93 590,764 134,986 725,751
Metal Leve Ann Arbor, MI Manufacturing & Prod. Sep-93 504,410 115,125 619,534
Metal Leve Ann Arbor, MI Manufacturing & Prod. Sep-93 176,119 30,921 207,040
Metal Leve Ann Arbor, MI Manufacturing & Prod. Sep-93 1,636,613 389,489 2,026,102
Metric Display Corp. Dba, Providence, RI Manufacturing & Prod. Feb-98 0 29,595 29,595
Metrology Systems, Inc. Santa Ana, CA Manufacturing & Prod. Aug-93 0 29,446 29,446
Mhd, Inc. Wingate, TX Fixtures Oct-97 0 46,655 46,655
Michael Gulotta DDS Holtsville, NY Medical Aug-95 0 25,070 25,070
Microgenesys, Inc. Meriden, CT Computers Mar-93 0 32,634 32,634
Microgenesys, Inc. Meriden, CT Manufacturing & Prod. Mar-93 0 27,458 27,458
Microgenesys, Inc. Meriden, CT Manufacturing & Prod. Mar-93 0 53,737 53,737
Microgenesys, Inc. Meriden, CT Manufacturing & Prod. Mar-93 0 34,763 34,763
Microgenesys, Inc. Meriden, CT Material Handling Mar-93 0 37,064 37,064
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 & Prod. Aug-95 0 30,185 30,185
Mission Fitness Center Mission, KS Furniture Nov-92 0 28,092 28,092
Mission Fitness Center Mission, KS Office Equipment Nov-92 0 29,404 29,404
Mntn Comprehensive Health Whitesbury, KY Computers Aug-96 0 25,864 25,864
Mobile Clean, Inc. Adel, IA Construction Oct-97 0 55,667 55,667
Mobile Imaging Smithtown, NY Medical Oct-96 0 50,736 50,736
Mobile Radiology Services Philadelphia, PA Medical Aug-95 0 42,109 42,109
Mohawk Ltd. Chadwicks, NY Manufacturing & Prod. Aug-95 0 33,624 33,624
Mold Clinic Inc West Union, SC Computers Oct-96 0 26,652 26,652
Mona Lisa Bakery Brooklyn, NY Manufacturing & Prod. Nov-96 0 32,391 32,391
Money Concepts, Inc. Dallas, TX Computers Nov-97 0 44,014 44,014
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
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 Fixtures 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 Prod.s Santa Monica, CA Video Production Sep-96 0 54,449 54,449
N & N Petroleum, Inc. Pelham, NH Fixtures 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 Fixtures 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 Computers Feb-97 0 41,485 41,485
National Tele-Communications, Inc. Bloomfield, NJ Computers Sep-97 0 363,630 363,630
Natural Pantry Simi Valley, CA Environmental Nov-92 0 25,027 25,027
Nature Labs,Llc. Wichita Falls, TX Manufacturing & Prod. Oct-98 0 49,346 49,346
Nedlloyd Unitrans Dueseldorf,Germany Material Handling Jun-97 0 724,982 724,982
Nelco Rehab. Medical Services Jackson Heights, NYComputers Aug-95 0 38,811 38,811
Neptune Dental Associates Brooklyn, NY Medical Aug-95 0 35,976 35,976
Network Programs Network Machines Piscataway, NJ Computers Oct-97 0 51,172 51,172
Neumonics, Inc. Hopkinton, MA Computers Mar-93 0 25,436 25,436
New Age Auto Repair Culver City, CA Automotive Nov-97 0 43,444 43,444
New Britain Memorial Hospital New Britain, CT Telecommunications Mar-93 0 48,190 48,190
New Canaan Public Schools New Canaan, CT Telecommunications Mar-93 0 29,708 29,708
New Country Motors Cars Hartford, CT Telecommunications Dec-95 0 27,644 27,644
New Horizons Computer Learning Metairie, LA Computers Nov-97 0 27,183 27,183
New Mexico Eye Clinic Albuquerque, NM Medical May-94 43,200 5,269 48,469
New Opportunities Waterbury, CT Telecommunications Mar-93 0 39,030 39,030
New Wave Graphics Costa Mesa, CA Computers Nov-92 0 29,982 29,982
New York Institute Tarrytown, NY Computers Mar-93 0 52,840 52,840
Nidec Corporation Torrington, CT Telecommunications May-93 0 48,477 48,477
Nissa High Resolution Cmyk Woodland Hills, CA Copiers Dec-97 0 29,743 29,743
Nistico Inc. Yonkers, NY Restaurant Sep-97 0 38,514 38,514
Nordberg Capital Inc. New York, NY Computers Aug-95 0 26,936 26,936
Normandy Station, Inc. Sanford, FL Medical Mar-93 0 41,866 41,866
North Aurora Inn, Inc. North Aurora, IL Fixtures Dec-96 0 30,482 30,482
North Central Broadcasting, Inc. Nappanee, IN Furniture Nov-92 0 25,828 25,828
North Island Amusement, Inc. Conway, SC Fixtures Sep-97 0 46,838 46,838
Northeast Nuclear Energy Co. Hartford, CT Telecommunications May-93 0 776,263 776,263
Nos Communications, Inc. Bethesda, MD Computers Aug-97 0 229,916 229,916
Novametrix Medical Wallingford, CT Telecommunications May-96 0 28,317 28,317
Novametrix Medical Sys. Inc. Wallingford, CT Telecommunications May-93 0 62,676 62,676
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
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 & Prod. Apr-93 0 26,398 26,398
Oakdale Printing Company Detroit, MI Printing Nov-97 0 75,000 75,000
Oaks Mill, Inc. Gainsville, FL Retail May-96 0 28,814 28,814
Oakwood Card & Gifts Edison, NJ Fixtures 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
Olympian Discount Mart, Inc. Los Angeles, CA Fixtures Oct-97 0 52,760 52,760
Omni Surgical Cupply Farmingdale, NY Office Equipment May-96 0 117,539 117,539
On Line Data, Inc. Richardson, TX Computers Mar-93 0 27,576 27,576
On Site Deland, Inc. Altamonte Sprgs,FL Telecommunications Mar-93 0 35,575 35,575
On Site Dyer Square, Inc. Altamonte Sprgs,FL Telecommunications Mar-93 0 39,329 39,329
Onty Casting Corp. New York, NY Manufacturing & Prod. Oct-97 0 28,324 28,324
Orange Police Orange, CT Telecommunications Mar-93 0 33,493 33,493
Orient Exquisite Orlando, FL Fixtures Apr-96 0 53,913 53,913
Our Front Porch Pittsford, NY Computers Jun-93 0 29,125 29,125
Oxford Health Plans Inc Norwalk, CT Computers Apr-98 0 2,133,466 2,133,466
Oxford Health Plans, Inc. Norwalk, CT Computers Jul-98 3,575,197 284,233 3,859,430
Oxford Health Plans, Inc. Norwalk, CT Computers Sep-98 733,855 50,542 784,397
Oyster River Petroleum, Inc. West Haven, CT Transportation Mar-93 0 33,045 33,045
Ozone Diagnostics Inc. Ozone Park, NY Medical Aug-95 0 27,759 27,759
P.D. Ricci Kent, NY Construction Feb-98 0 34,414 34,414
P.M.Place Stores Company Bethany, MO Material Handling Oct-98 0 201,186 201,186
Pacific Access Computers Rancho Cordova, CA Computers Jan-97 0 36,537 36,537
Pacific Bagel Rancho Margarit,CA Restaurant Jun-96 0 220,000 220,000
Pacific Bagel Partners Rancho Margarit,CA Restaurant May-96 0 220,000 220,000
Pacific Diezo Products Gardenia, CA Fixtures Nov-97 0 51,870 51,870
Pacific Shore Funding Lake Forest, CA Furniture Dec-97 0 66,733 66,733
Palestrini Film Editing, Inc. New York, NY Video Production Mar-93 0 30,290 30,290
Palm Beach Kennel Club W.Palm Beach, FL Telecommunications Jan-97 0 29,457 29,457
Panagos Services Station, Inc. Queens Village, NY Automotive Mar-93 0 37,489 37,489
Panama City Disposal, Inc. Panama City, FL Construction Aug-97 0 54,509 54,509
Panaram International Belleville, NJ Automotive Oct-96 0 34,890 34,890
Panoram Technologies Inc. Burbank, CA Video Production Jan-97 0 51,147 51,147
Papa Kelsey's Pizza Twin Falls, ID Restaurant Nov-92 0 28,098 28,098
Paragon Receivable Management Group Goose Creek, SC Computers Sep-97 0 50,899 50,899
Paragon Steak House San Diego, CA Restaurant Dec-93 0 412,517 412,517
Paragon Steak House San Diego, CA Restaurant Dec-93 0 427,214 427,214
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Paragon Steakhouse Restaurant San Diego, CA Furniture Jul-94 326,431 38,238 364,669
Paragon Steakhouse Restaurant San Diego, CA Furniture Oct-94 390,849 45,968 436,817
Paragon Steakhouse Restaurant San Diego, CA Restaurant Dec-94 395,347 46,582 441,929
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 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 Fixtures 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 & Prod. Nov-92 0 31,620 31,620
Parthenon Glass, Inc Brooklyn, NY Manufacturing & Prod. Jan-98 0 28,153 28,153
Pasta Blitz, Inc. Rockaway, NJ Restaurant Mar-93 0 49,972 49,972
Pathmark Stores Inc Carteret, NJ Fixtures Mar-98 0 745,612 745,612
Patterson Country Club Fairfield, CT Telecommunications May-93 0 31,844 31,844
Paul Evans Germantown, MD Transportation Mar-93 0 55,519 55,519
Paul Evans Germantown, MD Transportation Mar-93 0 57,517 57,517
Paul Robinson Cannon Falls, NM Agriculture Feb-95 0 35,080 35,080
Pct Services Tucker, GA Manufacturing & Prod. 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 & Prod. 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 & Prod. Jun-94 36,636 4,198 40,834
Penn National Race Course Grantville, PA Computers Mar-93 0 30,377 30,377
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Penncro Asociates, Inc. Southhampton, PA Computers Feb-98 0 65,477 65,477
Perfect Impressions Hair Salon Greenville, NC Fixtures Nov-92 0 27,609 27,609
Perma-Fix Environmental Gainsville, FL Environmental Oct-98 0 207,307 207,307
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 Telecommunications May-93 0 558,853 558,853
Phillips Medical Systems North Shelton, CT Telecommunications May-93 0 75,647 75,647
Phillips Medical Systems North Shelton, CT Transportation May-93 0 233,501 233,501
Phipps Construction Dba, Siloam Springs, AR Manufacturing & Prod. Jan-98 0 68,131 68,131
Phone Power, Inc. San Antonio, TX Office Equipmnt Oct-98 0 41,862 41,862
Photo Price Dba, Sang Rok Kim Van Nuys, CA Photography Jan-98 0 76,201 76,201
Photocircuits Glen Cove, NY Manufacturing & Prod. Apr-96 0 2,738,693 2,738,693
Photonika Inc. Richmond Hill, NY Manufacturing & Prod. 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 & Prod. Mar-93 0 42,553 42,553
Physiques Unlimited, Inc. Belleville, NJ Medical Mar-93 0 31,341 31,341
Physiques Unlimited, Inc. Belleville, NJ Medical Mar-93 0 35,380 35,380
Piedmont Tool & Supply Co.,Inc Bowling Green, SC Fixtures Jan-98 0 28,730 28,730
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
Pizzas By Marchelloni Mesa, AZ Restaurant Oct-98 0 74,099 74,099
Pk Graphics, Inc. Clarksville, MD Computers Sep-97 0 33,330 33,330
Plainfield Medical Center Windsor, CT Medical Mar-93 0 46,899 46,899
Planet Video, Inc. Waukesha, WI Fixtures Oct-97 0 53,954 53,954
Pleasanton Hilton Pleasanton, CA Telecommunications. Oct-98 0 387,640 387,640
Poli-Twine Western, Inc. Dead Deal Manufacturing & Prod. Mar-95 1,082,910 92,090 1,175,000
Poly Tech Industries, Inc. Madison Heights, MIComputers Mar-93 0 28,085 28,085
Polygraphex Systems, Inc. Clearwater, FL Computers Sep-97 0 86,475 86,475
Postma Dairy Stephenville, TX Agriculture Sep-97 0 29,159 29,159
Precision Automotive 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 Leads Indianapolis, IN Computers Feb-98 0 25,591 25,591
Preferred Packaging San Dimas, CA Manufacturing & Prod. Aug-96 0 51,578 51,578
Premier Graphics, Inc. Phoenix, AZ Printing Oct-97 0 38,541 38,541
Presbyterian Hospital In The New York, NY Material Handling Feb-93 76,925 6,483 83,408
Presta & Associates San Bruno, CA Computers Jan-98 0 37,876 37,876
Prestige Financial Services Corp. Deerfield Bch, FL Computers Nov-97 0 33,173 33,173
Prime Energy Mgmt Corp. Stamford, CT Telecommunications May-93 0 26,479 26,479
Prime Tanning Berwick, ME Manufacturing & Prod. Mar-94 0 59,796 59,796
Princeton Armored Services Trenton, NJ Manufacturing & Prod. Aug-95 0 37,790 37,790
Printing Plus, Inc. Tucson, AZ Copiers May-96 0 58,996 58,996
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Pro Car Care of Garland Garland, TX Automotive Nov-92 0 25,738 25,738
Producto Machine Company, Inc. Bridgeport, CT Manufacturing & Prod. Mar-93 0 50,289 50,289
Professional Dental Assoc. Franklin, MA Medical Dec-97 0 29,004 29,004
Professional Touch Answering Grapevine, TX Computers Nov-92 0 25,738 25,738
Pro-Lign Orange, CA Manufacturing & Prod. Aug-95 0 25,973 25,973
Pros, Inc. Stratford, CT Computers Mar-93 0 35,512 35,512
Pro-Tech Manufacturing, Inc. San Antonio, TX Computers Mar-93 0 31,754 31,754
Prudential Empire of NY Pomona, NY Furniture Nov-92 0 28,211 28,211
PSCU Service Centers, Inc. Tampa, FL Computers Jul-93 0 110,031 110,031
PTC Aerospace Litchfield, CT Telecommunications May-93 0 25,565 25,565
Public Petroleum Inc. Marshfield, MA Fixtures 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 & Prod. 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, NJFurniture Mar-93 0 30,872 30,872
Quality Care Review, Inc. Middletown, CT Computers Mar-93 0 27,033 27,033
Quality Web Dba Michael Roach Inc. Gainsville, FL Computers Aug-97 0 58,303 58,303
Queen Anne Hotel San Francisco, CA Fixtures Jun-95 0 38,625 38,625
Quick Set Mailers, Inc. Monroe, NY Printing Oct-97 0 38,468 38,468
R.B. Ventures, Inc. Channelview, TX Manufacturing & Prod. Sep-97 0 55,247 55,247
Rain Tree Cafe San Francisco, CA Restaurant Dec-96 0 34,841 34,841
Rainbow Industries, Inc. Chantilly, VA Material Handling Mar-93 0 44,799 44,799
Raje Inc. Ocean, NJ Medical Aug-95 0 28,724 28,724
Ralin Medical, Inc. Buffalo Grove, IL Medical Feb-98 0 39,863 39,863
Ramada Inn Dba Lifetime Fortunes, Livingston, TX Furniture Aug-97 0 52,091 52,091
Ramada Inn Mystic Mystic, CT Telecommunications May-93 0 54,027 54,027
Ramsey Taylor Johnston Windsor, CT Medical Mar-93 0 48,753 48,753
Rappoport/Metropolitan New York, NY Computers Mar-93 0 43,566 43,566
Ratchford & Mc Daniel Windsor, CT Medical Mar-93 0 37,917 37,917
Raymond Engineering, Inc. Middletown, CT Telecommunications May-93 0 39,102 39,102
Ray'S Machines Dba, Ray Staples Milton, NH Manufacturing & Prod. Nov-97 0 26,978 26,978
Re/Max Acclaimed Reality Cincinnati, OH Office Equipment Nov-92 0 30,844 30,844
Red Blazer Restaurant & Pub Concord, NH Restaurant Nov-92 0 30,824 30,824
Refuse Systems Cleveland, OH Construction Mar-93 0 51,059 51,059
Regan Engineering & Srvc Corp. Providence, RI Manufacturing & Prod. 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 & Prod. Aug-95 0 36,098 36,098
Remington Products Inc. Bridgeport, CT Telecommunications May-93 0 80,745 80,745
Rent Savers V Ft Lauderdale, FL Telecommunications Dec-97 0 33,021 33,021
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
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
Ricardo'S Of Las Vegas, Inc. Las Vegas, NV Restaurant Jan-98 0 62,575 62,575
Richard Marrus, Md Cohoes, NY Medical Dec-96 0 71,643 71,643
Richwood Food Stores Dba, Zenith South Houston, TX Restaurant Nov-97 0 54,964 54,964
Rick's Quality Printing Cocoa, FL Printing May-93 0 25,077 25,077
Riverside Gas & Oil, Inc. Chestertown, NY Computers Nov-97 0 35,837 35,837
Riverside Sand Company Jones, OK Office Equipment Nov-92 0 26,981 26,981
Riviera Quality Cleaners Redondo Beach, CA Computers Nov-92 0 28,342 28,342
Roadhouse Grill Dba,Roadhouse Las Vegas, NV Restaurant Nov-97 0 435,339 435,339
Robert Gohrs Photography Montoursville, PA Computers Jan-97 0 42,221 42,221
Robert Morgan & Company, Inc. Battle Creek, MI Manufacturing & Prod. 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 & Prod. Jan-95 0 26,935 26,935
Ron Baker Chevrolet/Isuzu National City, CA Automotive Sep-97 0 31,149 31,149
Ron'S Wood World, Inc. Richmond Hills, GA Manufacturing & Prod. Jul-96 0 46,508 46,508
Rowland Inc. Rocky Hill, CT Telecommunications May-93 0 30,157 30,157
Royal Laundry Of Texas, Inc. Arlington, TX Fixtures Aug-97 0 53,030 53,030
Royal Metal Products Denver, CO Manufacturing & Prod. Jul-98 0 480,528 480,528
Rubber Craft Corp. Gardena, CA Manufacturing & Prod. Mar-93 0 46,391 46,391
Rudolph G. Bruhel, DDS Bullhead, AZ Medical Nov-92 0 30,428 30,428
S.J.A. Society Inc Virginia Beach, VA Computers Feb-96 0 37,165 37,165
S.M.F. American Inc. Billerica, MA Furniture Mar-96 0 91,530 91,530
S.W.L. Corporation Denver, CO Fixtures Sep-97 0 261,555 261,555
Sabena Manhasset, NY Aircraft Jun-98 0 1,599,758 1,599,758
Safe-T-Child, Inc. Austin, TX Video Production Jul-96 0 35,206 35,206
Saigon Moi Supermarket, Inc. Westminster, CA Fixtures Nov-97 0 47,390 47,390
Sandefur Companies Sanford, FL Medical Mar-93 0 31,538 31,538
Sandefur Companies Sanford, FL Medical Mar-93 0 44,402 44,402
Sandvik Milford Corp. Branford, CT Telecommunications Mar-93 0 27,414 27,414
Santa Anna Smog Repair Santa Anna, CA Manufacturing & Prod. Dec-97 0 36,863 36,863
Saraga Oriental Market Bloomington, IN Fixtures Nov-97 0 26,472 26,472
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
Schmidt & Sons, Inc. Gonzales, TX Fixtures Nov-97 0 25,628 25,628
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
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 & Prod. Nov-92 0 30,599 30,599
Scriver Oklahoma City, OK Retail Sep-93 1,171,883 265,692 1,437,575
Scriver Oklahoma City, OK Retail Sep-93 42,220 9,397 51,618
SDC Properties, Inc. Hilton Head, SC Computers Jan-95 0 26,186 26,186
Sea Empress Seafood Restaurant Gardenia, CA Restaurant Oct-97 0 60,996 60,996
Seaberg Audio Services Fresno, CA Computers Nov-92 0 30,144 30,144
Seabrite Corp. Denver, PA Automotive Dec-97 0 49,060 49,060
Seabury And Smith Inc. Washington, DC Telecommunications Jun-97 0 95,077 95,077
Seacoast Telecommunciations Dover, NH Telecommunications Nov-92 0 28,726 28,726
Seafare Seafood Restaurant Murrells Inlet, SC Restaurant Nov-92 0 32,713 32,713
Selective Chiropractic Services Dillon, SC Medical Sep-97 0 34,029 34,029
Senior Care Center Of America Cherry Hill, NJ Furniture Feb-98 0 49,567 49,567
Sentinal Printers Dba Gong Lin Santa Cruz, CA Printing Aug-97 0 39,772 39,772
Seoul House & Cheonwon Corp. Edison, NJ Restaurant Jan-98 0 57,041 57,041
Shaffner Coffee Company, Inc. Winston-Salem, NC Restaurant Mar-93 0 42,903 42,903
Shake The Nations Dba World Focus Sacramento, CA Video Production Sep-97 0 33,380 33,380
Shalimar Sportswear Carle Place, NY Computers 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
Sigma Associates Dba Apogee Assoc. Columbus, GA Video Production Oct-97 0 51,657 51,657
Signs Now Of Oregon Portland, OR Printing Nov-97 0 29,574 29,574
Signs of the Times Las Vegas, NV Telecommunications Nov-92 0 31,772 31,772
Sikorsky Aircraft Divison Stratford, CT Telecommunications May-93 0 65,692 65,692
Silver Systems, Inc. Wyndmoor, PA Printing Sep-96 0 43,053 43,053
Skf Usa, Inc. King Of Prussia,PA Telecommunications Jun-97 0 247,947 247,947
Smugglers Enterprises, Inc. Punta Gorda, FL Restaurant Jul-93 0 25,081 25,081
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 44,367 44,367
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 48,187 48,187
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 45,248 45,248
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 45,350 45,350
Soaring Eagle Outerwear LLC Minot, ND Manufacturing & Prod. Sep-95 0 29,329 29,329
Soccer World Dba Soccer Sports, Inc. Hayward, CA Fixtures Sep-97 0 49,475 49,475
Softaware, Inc. Marina Del Rey,CA Fixtures Oct-97 0 47,548 47,548
Solid Waste Disposal, Inc. Larose, LA Transportation Mar-93 0 26,777 26,777
Somerset Diner Somerset, NJ Restaurant Nov-97 0 52,503 52,503
Somerville Foreign Auto Repair Cambridge, MA Automotive Nov-92 0 26,298 26,298
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Soothe Your Soul Dba, Redondo Beach, CA Furniture Jan-98 0 27,053 27,053
Sophtech Dba, Sophisticated Tech. Torrance, CA Computers Jan-97 0 48,293 48,293
Soup Exchange Hollywood, FL Restaurant Nov-92 0 31,157 31,157
South Bay Cardiovascular Bayshore, NY Computers Aug-95 0 40,506 40,506
South Shore Veterinary Staten Island, NY Computers Aug-95 0 29,256 29,256
South Texas Deli Partners San Antonio, TX Restaurant Dec-97 0 57,980 57,980
South Windsor South Windsor, CT Telecommunications May-93 0 64,368 64,368
Southern Cross O'Fallon, MO Computers Mar-93 0 30,431 30,431
Southern New England Federal New Haven, CT Telecommunications Mar-93 0 25,489 25,489
Southwest Auto Supply Little Rock, AR Computers Mar-93 0 38,858 38,858
Southwest Nephrology Evergreen Park, IL Computers Sep-96 0 33,872 33,872
Spa Elysium Ltd. Erdenheim, PA Retail Nov-92 0 26,558 26,558
Spectral Systems, Inc. Irvington, NY Manufacturing & Prod. 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, CAPrinting Jan-97 0 57,825 57,825
Speer Air Conditioning Denville, NJ Manufacturing & Prod. Aug-95 0 47,513 47,513
Spic 'N Span Cleaners, Inc Memphis, TN Manufacturing & Prod. 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 Computers Jun-94 1,818,271 277,723 2,095,995
Staples, Inc. Framingham, MA Retail Jun-94 136,194 19,100 155,295
Starter Sportswear, Inc. New Haven, CT Telecommunications May-93 0 274,772 274,772
Stat Medical, Inc. Seattle, WA Telecommunications. Oct-98 0 28,700 28,700
Stephen C. Allen MD PC New York, NY Medical Aug-95 0 37,267 37,267
Steve A. Hamric Memphis, TN Restaurant Apr-95 0 51,132 51,132
Stirling & Stirling Inc. Milford, CT Telecommunications May-93 0 47,474 47,474
STM Industries, Inc. Randolph, MA Computers Mar-93 0 25,753 25,753
Stockbridge Truck Painting & Stockbridge, GA Manufacturing & Prod. Dec-97 0 30,254 30,254
Stone Safety Corp. Fairfield, CT Telecommunications May-93 0 28,286 28,286
Structured Computer Systems Avon, CT Telecommunications Mar-93 0 26,453 26,453
Studio One, Inc. New York, NY Fixtures 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 Equipment Dec-96 0 33,001 33,001
Subway Enterprises, Inc. Quincy, FL Restaurant Nov-92 0 29,283 29,283
Summit Asset Management London, England Various Apr-98 13,059,611 2,077,182 15,136,793
Summit Energy Corp.(Ca.) Santa Monica, CA Fixtures Oct-98 0 118,994 118,994
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Summit Imaging Inc Akron, OH Medical Oct-95 0 58,146 58,146
Sun & Skin Care Research, Inc. Melbourne, FL Manufacturing & Prod. Dec-97 0 58,216 58,216
Sunshine Products Dba, Linkens Cerritos, CA Computers Nov-97 0 35,258 35,258
Super Star Video Dba, Tejal, Inc. Winthrop, MA Furniture Dec-97 0 30,449 30,449
Super Textile, Inc. Knoxville, TN Manufacturing & Prod. Mar-93 0 38,919 38,919
Superior Bar & Grill Inc. Birmingham, AL Restaurant Oct-95 0 347,480 347,480
Susan Domuczicz West Brigwater, MA Restaurant Mar-93 0 40,637 40,637
Sutter Audio Tallahassee, FL Automotive Nov-92 0 31,496 31,496
Sweet Water Restaurant New York, NY Computers Nov-92 0 26,681 26,681
Swen'S Schwinn Cyclery, Inc. Salt Lake City,UT Video Production Oct-97 0 55,030 55,030
Synquest, Inc. Norcross, GA Computers Dec-96 0 27,324 27,324
Synquest, Inc. Norcross, GA Computers Jan-97 0 26,151 26,151
Syracuse Equipment Leasing Co. No.Syracuse, NY Construction Oct-98 0 720,765 720,765
T & T Liquors Inc. Lake Hopatcong, NJ Retail Aug-95 0 34,492 34,492
T.B.G. of Great Neck, Inc. Whitestone, NY Restaurant Oct-94 0 312,000 312,000
Taco Mac Dba, Subway & Cay Chris Tucker, GA Fixtures Nov-97 0 60,361 60,361
Tans R Us, Inc. West Palm Beach, FLManufacturing & Prod. Nov-92 0 27,751 27,751
Technovision Communications San Diego, CA Video Production Nov-97 0 54,948 54,948
Tectonic Industries Berlin, CT Telecommunications May-93 0 25,813 25,813
Tejas Tubular Processing,Inc. Houston, TX Manufacturing & Prod. Oct-98 0 1,083,225 1,083,225
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
Teltronics, Inc. Sarasota, FL Computers Dec-97 0 39,377 39,377
Terence Murphy Md PC Mamaroneck, NY Medical Aug-95 0 29,368 29,368
Texas Provisions, Inc. Houston, TX Manufacturing & Prod. Dec-97 0 49,294 49,294
Texas State Communications Houston, TX Telecommunications Nov-92 0 26,067 26,067
Textile Unlimited Corp. Torrance, CA Computers Feb-98 0 36,337 36,337
Thai Classic Corp. Chantilly, VA Restaurant Nov-92 0 28,207 28,207
Aaron, Thomas & Hogue Chatsworth, CA Printing Aug-97 0 53,349 53,349
The Allen Products Co. Milford, CT Computers Mar-93 0 32,047 32,047
The Alley Companies Little Rock, AR Retail Dec-94 0 130,739 130,739
The Amity Street Cafe Dba Laux, C. Homestead, PA Restaurant Jan-97 0 78,840 78,840
The Burbank Tennis Center Burbank, CA Fixtures Sep-97 0 33,444 33,444
The Connecticut Muffin Co.,Inc New York, NY Restaurant Jan-98 0 32,702 32,702
The Consortium For Worker Education New York, NY Furniture Oct-97 0 388,702 388,702
The Cyberweb Cafe New City, NY Computers Sep-97 0 60,444 60,444
The Electric Beach San Bruno, CA Furniture Nov-92 0 27,492 27,492
The Futures Group Inc. Glastonbury, CT Telecommunications May-93 0 25,019 25,019
The Grand Union Company Wayne, NJ Retail Mar-95 0 281,978 281,978
The Grand Union Company Wayne, NJ Retail Dec-93 0 344,982 344,982
The Herzog-Hart Group, Inc. Boston, MA Computers Jun-94 24,317 2,652 26,969
The Hollywood Stage Dba, Hollywood, CA Video Production Jan-98 0 44,095 44,095
The Hull Printing Company, Inc. Meriden, CT Computers Mar-93 0 32,490 32,490
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
The J.M. Ney Company Bloomfield, CT Telecommunications May-93 0 75,786 75,786
The Keith Companies Costa Mesa, CA Computers Nov-97 0 52,597 52,597
The LTA Group, Inc. North Bergen, NJ Computers Mar-94 0 85,143 85,143
The Magnolia Studios, Inc. Burbank, CA Audio Equipment Oct-97 0 57,208 57,208
The Maiden Foundry Sandy, OR Computers Sep-96 0 28,629 28,629
The Negative Shop Charlotte, NC Printing Jan-97 0 52,913 52,913
The Planet 4 Kidz, Inc. Jackson, MS Video Production Jan-97 0 34,020 34,020
The Printing Press, Inc. Boise, ID Printing Mar-95 0 28,965 28,965
The Royal Bank Of Scotland New York, NY Computers Mar-93 0 37,575 37,575
The Sand Bar Restaurant Anna Maria, FL Retail Jan-97 0 46,563 46,563
The Sherwood Group Inc. Northbrook, IL Computers Jan-96 0 29,044 29,044
The Sports Center By Ron Langhorne, PA Medical Mar-93 0 35,904 35,904
The Women's Health Group Windsor, CT Medical Mar-93 0 50,236 50,236
Thornburg Logging Wallace, CA Manufacturing & Prod. Nov-97 0 39,693 39,693
Thunderbird Greely Inc. San Diego, CA Furniture Feb-98 0 139,688 139,688
Thurston Foods, Inc. Wallingford, CT Computers May-93 0 41,872 41,872
Timex Waterbury, CT Telecommunications May-93 0 164,926 164,926
Tims Amusements Inc. Hickory Tavern,SC Fixtures May-97 0 100,000 100,000
Tire Eagle, Inc. Apopka, FL Material Handling Mar-93 0 36,264 36,264
Titan Sports, Inc. Stamford, CT Telecommunications Mar-93 0 25,223 25,223
Titan Sports, Inc. Stamford, CT Telecommunications Mar-93 0 36,065 36,065
Tkc Reprographics Omaha, NE Copiers Dec-97 0 73,810 73,810
Tokarczyk Enterprises, Inc. Eastwood, KY Manufacturing & Prod. Jan-98 0 50,991 50,991
Tom Orza Distribution Selden, NY Restaurant Mar-93 0 40,857 40,857
Tony's Guns & Police Supplies Sumter, SC Fixtures Nov-97 0 46,439 46,439
Topolewski America, Inc. Encino, CA Material Handling Dec-96 0 46,177 46,177
Torrington Co Torrington, CT Telecommunications May-93 0 572,136 572,136
Torsys, Inc. Manhattan Beach,CA Computers Sep-97 0 34,968 34,968
Tournament Players Club Cromwell, CT Telecommunications May-93 0 107,027 107,027
Town of Plymouth Terryville, CT Telecommunications Mar-93 0 26,456 26,456
Trad-A-House Corp. Slidell, LA Fixtures 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 Fixtures Mar-93 0 41,384 41,384
Transit Air Conditining Winter Garden, FL Restaurant Jul-96 0 97,037 97,037
Transtrachael Systems, Inc. Englewood, CO Fixtures Sep-97 0 38,394 38,394
Travelers Insurance Company Hartford, CT Telecommunications May-93 0 55,906 55,906
Travelers Insurance Company Hartford, CT Telecommunications May-93 0 47,518 47,518
Treats Bakery Cafe Washington, DC Restaurant Nov-92 0 31,460 31,460
Tri Con Geophysics, Inc. Denver, CO Computers Nov-96 0 30,252 30,252
Tri State Communications Tarrytown, NY Telecommunications Sep-97 0 26,681 26,681
Triangle Funding Corp. Sterling, VA Computers Nov-97 0 52,308 52,308
Tri-Star Machines Tewsbury, MA Manufacturing & Prod. Aug-96 0 34,176 34,176
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Tri-State Communications, Llc Tarrytown, NY Telecommunications Nov-97 0 30,444 30,444
Triton Fuel Group, Inc. Dallas, TX Fixtures Mar-93 0 28,892 28,892
Triton Fuel Group, Inc. Dallas, TX Fixtures Mar-93 0 28,892 28,892
Triton Fuel Group, Inc. Dallas, TX Fixtures Mar-93 0 57,783 57,783
Triton Fuel Group, Inc. Dallas, TX Material Handling Mar-93 0 37,320 37,320
Triton Fuel Group, Inc. Dallas, TX Material Handling Mar-93 0 37,320 37,320
Triumph Corporation Tempe, AZ Manufacturing & Prod. Jan-98 0 768,583 768,583
Tropical Screw Products Miami, FL Manufacturing & Prod. 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 & Prod. Sep-92 0 106,105 106,105
Typed Letters Corp. Wichita, KS Manufacturing & Prod. Sep-92 0 40,019 40,019
Typography Plus Dania, FL Computers Apr-96 0 26,129 26,129
U.S. Health Care Reports Falmouth, ME Computers Jan-97 0 32,331 32,331
U.S. Osiris Corp. Dallas, TX Computers 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
Udderside Dairy Dba Pingree, ID Agriculture Oct-98 0 43,602 43,602
Ultimate Dog, Inc. & The Allstar Pittsburgh, PA Restaurant Dec-97 0 55,131 55,131
Ultra Diagnostics, Inc. Hingham, MA Medical Mar-93 0 41,462 41,462
Ultra Mart, Inc. La Grange, GA Computers Nov-97 0 78,341 78,341
Union Camp Richmond, VA Telecommunications May-93 0 44,735 44,735
United Credit Counseling Svc. Columbia, MD Furniture Nov-97 0 38,600 38,600
United Credit Counseling Svc. Columbia, MD Furniture Nov-97 0 75,198 75,198
United Credit Counseling Svc. Columbia, MD Furniture Nov-97 0 177,028 177,028
United Illuminating New Haven, CT Telecommunications May-93 0 26,306 26,306
United Medical Centers Eagle Pass, TX Computers Mar-95 0 299,376 299,376
United Way of Connecticut, Inc. Hartford, CT Telecommunications Mar-93 0 43,407 43,407
Universal Seismic Assoc. Sugerland, TX Fixtures Apr-95 0 26,318 26,318
University Cardiovascular Med. Los Angeles, CA Medical Dec-97 0 47,444 47,444
University Of Southern Ca Farmington Hill, MITelecommunications 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 Mortgage Reduction, Inc. Jensen Beach, FL Computers Aug-97 0 35,728 35,728
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 & Prod. Sep-94 0 2,862,296 2,862,296
USX Corp. Pittsburgh, PA Manufacturing & Prod. Sep-94 1,236,437 49,457 1,285,895
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
Uvalde County Clinic Uvalde, TX Computers Apr-96 0 83,134 83,134
V & J Restaurant Red Bank, NJ Restaurant Jan-98 0 54,863 54,863
Vacation Escape, Inc. Boca Raton, FL Telecommunications Jul-96 0 39,535 39,535
Valley Best Way Building Spokane, WA Computers Mar-93 0 26,664 26,664
Valley Stream Sch Dist. Valley Stream, NY Telecommunications May-93 0 27,288 27,288
Valve Technologies, Inc. Houston, TX Manufacturing & Prod. 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 & Prod. Aug-95 0 40,008 40,008
Van Gorderr Studios Inc Fairfield, CT Fixtures Aug-95 0 34,638 34,638
Vaxa International Inc. San Diego, CA Computers Apr-95 0 35,070 35,070
Venerable Companies, Ltd. New York, NY Fixtures Nov-97 0 38,176 38,176
Venice Bakery Dba,Ronic, Inc. Garfield, NJ Restaurant Nov-97 0 42,899 42,899
Vermont Yankee Nuclear Brattleboro, VT Manufacturing & Prod. Mar-94 0 165,888 165,888
Vertex Group, Inc. Los Angeles, CA Telecommunications Jan-98 0 26,856 26,856
Veterinary Emergency Richmond, VA Medical Dec-96 0 37,865 37,865
Video-It, Inc. Culver City, CA Video Production Jan-97 0 44,072 44,072
Viking Air Tools, Inc. Indanapolis, IN Manufacturing & Prod. Dec-93 0 89,992 89,992
Viking Air Tools, Inc. Indianapolis, IN Manufacturing & Prod. Jan-94 0 110,663 110,663
Viking Air Tools, Inc. Indianapolis, IN Manufacturing & Prod. Mar-94 0 43,874 43,874
Villa Enterprises Ltd. Morristown, NJ Restaurant Mar-93 0 56,147 56,147
Villa Enterprises Ltd. Morristown, NJ Restaurant Mar-93 0 31,568 31,568
Villa Enterprises Ltd. Morristown, NJ Restaurant Mar-93 0 37,513 37,513
Virtuoso Dba, Wm. S. Sparling Greensboro, NC Telecommunications Nov-97 0 29,502 29,502
Visicom Laboratories Inc. San Diego, CA Manufacturing & Prod. Aug-95 0 32,964 32,964
Vitrex Corp. Ogden, UT Computers Oct-97 0 27,945 27,945
Vk Prod.s, dba Van Karn W. Hollywood, CA Audio Equipment Nov-96 0 55,145 55,145
Vnr-1 Video Public Relations, Inc. Arlington, TX Video Production Oct-97 0 55,124 55,124
Vogt Construction Co., Inc. Omaha, NE Computers Mar-95 0 32,368 32,368
Volante's Ranch Market, Inc. Rancho Santa Fe, CARetail Nov-92 0 29,972 29,972
Voyale Corp. Cleveland, OH Computers Aug-95 0 34,843 34,843
Vraneberry'S, Inc. Brandon, OR Manufacturing & Prod. Dec-97 0 59,716 59,716
Waggoner Shumate Printing Rogers, AR Printing Dec-92 59,662 5,778 65,440
Wagner College Staten Island, NY Environmental Mar-93 0 44,174 44,174
Waltec American Forgings, Inc. Waterbury, CT Computers Mar-93 0 26,944 26,944
Wam!Net,Inc. Minneapolis, MN Telecommunications. Jul-98 0 1,090,768 1,090,768
Wang's International, Inc. Memphis, TN Fixtures Dec-93 591,042 285,442 876,484
Wang's International, Inc. Memphis, TN Material Handling Dec-92 946,723 333,462 1,280,185
Warren/Kremer/Cmp/Advertising, Inc. New York, NY Computers Aug-97 0 52,558 52,558
Warren-Taylor Corp. New York, NY Restaurant Aug-96 0 56,630 56,630
Waterford Hotel Group, Inc. Waterford, CT Computers Mar-93 0 38,174 38,174
Welding Equip & Supply Corp. Greenwich, CT Material Handling Mar-93 0 50,739 50,739
Well Built Radiator Manufact- Gardena, CA Manufacturing & Prod. Oct-98 0 408,000 408,000
West Coast Video of Falls Church Falls Church, VA Computers Nov-92 0 32,713 32,713
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1999:
<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>
West Hollywood Printing & Copy Los Angeles, CA Printing Jan-97 0 39,918 39,918
Western Franchise Development, Inc. Dublin, CA Restaurant Sep-97 0 284,878 284,878
Western Franchise Development, Inc. Dublin, CA Restaurant Oct-97 0 103,584 103,584
Western Giant Enterprises, Inc. Los Angeles, CA Medical Dec-97 0 66,888 66,888
Western Interstate Mortgage Orange, CA Computers Oct-97 0 52,679 52,679
Western Property Financial, Inc. Irvine, CA Telecommunications Feb-93 0 27,205 27,205
Western State Univ. Of So. Ca Fullerton, CA Other - Books Nov-97 0 51,233 51,233
West-Reeves, Inc. Waxahatchie, TX Manufacturing & Prod. Feb-95 0 34,101 34,101
WFSB TV-3 Hartford, CT Telecommunications May-93 0 65,647 65,647
What's Cooking Newport Beach, CA Computers Nov-92 0 31,460 31,460
Whelen Engineering Company Chester, CT Telecommunications May-93 0 85,982 85,982
Whiting Products Inc Hamden, CT Telecommunications May-93 0 33,153 33,153
William A Schmidt & Sons, Inc. Chester, PA Manufacturing & Prod. 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
Winners Hotel And Casino Winnemucca, NV Fixtures Apr-98 0 416,159 416,159
Wisconsin Color Press, Inc. Milwaukee, WI Printing Jan-98 0 47,272 47,272
Wisconsin Truss, Inc. Cornell, WI Computers Mar-93 0 26,664 26,664
Witter Gas & Oil Port Allegany, PA Fixtures Aug-96 0 37,346 37,346
Women's Health Consultants Chicago, IL Computers Feb-93 0 37,576 37,576
Women's Medical Care Newburgh, NY Medical Mar-93 0 30,101 30,101
Woodlawn Construction Co., Inc. Ashland, VA Computers Oct-97 0 28,217 28,217
Woodway Country Club Darien, CT Telecommunications Mar-93 0 28,071 28,071
Worcester Brothers Company, Inc. Baltimore, MD Manufacturing & Prod. Mar-93 0 30,735 30,735
World Gym Poughkeepsie, Inc. Poughkeepsie, NY Medical Mar-93 0 26,500 26,500
World Gym Stamford Stamford, CT Medical Mar-93 0 25,883 25,883
World Wide Security Systems Garden City, NY Computers Dec-97 0 57,336 57,336
Wymore Ob-Gyn Windsor, CT Medical Mar-93 0 47,995 47,995
Xerox Corp. Webster, NY Fixtures Jan-97 243,065 111,141 354,206
Young Men's Christian Center Stamford, CT Fixtures Mar-93 0 34,635 34,635
Your Video Productions Costa Mesa, CA Video Production Sep-97 0 48,296 48,296
Yves' Bistro Anaheim, CA Restaurant Nov-92 0 28,556 28,556
YWC, Inc. Monroe, CT Telecommunications Mar-93 0 30,856 30,856
Zbr Publications, Inc. Haverhill, MA Printing Sep-97 0 46,025 46,025
Total Equipment transactions less than $25,000 1,798,978 59,484,352 61,283,329
----------- ------------ ------------
$80,961,864 $198,363,604 $279,325,468
=========== ============ ============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1999.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<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 March 31, 1999
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
--------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Aircraft $ 22,307,742 $ 702,508 $ 23,010,250
Computer Systems 11,142,951 5,611,135 16,754,086
Retail Systems 15,477,428 703,587 16,181,015
Manufacturing & Production 10,947,365 2,726,101 13,673,466
Telecommunications 8,903,369 2,160,452 11,063,821
Office Furniture & Fixtures 4,915,636 6,105,844 11,021,480
Restaurant Equipment 4,627,928 2,717,863 7,345,791
Medical 1,700,131 1,487,308 3,187,439
Automotive 115,007 2,152,555 2,267,562
Construction 428,524 1,165,769 1,594,293
Miscellaneous 1,204,982 300,724 1,505,706
Material Handling 864,501 616,833 1,481,334
Sanitation 974,794 39,750 1,014,544
Printing 454,117 416,761 870,878
Video Production 196,982 417,163 614,145
Office Equipment 34,985 273,531 308,516
Copiers 90,152 175,105 265,257
Audio 106,365 129,907 236,272
Photography 169,549 13,282 182,831
------------ ------------ ---------------
$ 84,662,508 $ 27,916,178 $ 112,578,686
============ ============ ===============
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
<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 Dec-95 0 31,118 31,118
A.J.L.C. Inc. Altamonte Spring, FL Restaurant Sep-95 0 39,620 39,620
A.W. Chesterton Company Stoneham, MA Copiers Jan-96 206,026 14,099 220,126
A.W. Chesterton Company Stoneham, MA Manufacturing & Prod. Jan-96 118,415 12,062 130,477
A.W. Chesterton Company Stoneham, MA Manufacturing & Prod. Jan-96 217,267 22,296 239,563
A.W. Chesterton Company Stoneham, MA Telecommunications Jan-96 114,538 11,923 126,461
Act Manufacturing Inc. Hudson, MA Computers Jan-96 589,879 55,535 645,414
Act Manufacturing Inc. Hudson, MA Furniture Jan-96 71,318 6,643 77,961
Act Manufacturing Inc. Hudson, MA Manufacturing & Prod. 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 & Prod. 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 Computers Jan-96 84,339 7,259 91,598
Allied Printing Services Inc. Manchester, CT Manufacturing & Prod. Jan-96 401,449 54,708 456,157
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 & Prod. 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 Computers 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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
Aveka, Inc. Woodbury, MN Manufacturing & Prod. 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 & Prod. 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 & Prod. 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 & Prod. 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
Citi Habitats, Inc. New York, NY Computers Nov-98 0 72,747 72,747
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 & Prod. 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 & Prod. Aug-95 0 58,004 58,004
Commercial Food Equipment Co. Tempe, AZ Computers 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 & Prod. 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 & Prod. Feb-95 0 26,041 26,041
Creative Playthings Herndon, PA Manufacturing & Prod. Jun-95 343,336 35,301 378,637
Creative Playthings Ltd. Framingham, MA Manufacturing & Prod. Jan-96 272,439 30,196 302,634
Creative Playthings Ltd. Framingham, MA Material Handling Jan-96 39,397 4,607 44,004
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
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 & Prod. 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 Sep-95 0 117,421 117,421
David Levey Concord, CA Restaurant Aug-95 0 85,143 85,143
Delco Oil, Inc. Deland, FL Fixtures Oct-96 0 124,673 124,673
Developmental Dynamics,Inc. Los Angeles, CA Furniture Nov-98 0 35,500 35,500
Dicon Inc. Fairlawn, NJ Manufacturing & Prod. 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 & Prod. 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 & Prod. Apr-96 0 30,875 30,875
Doran Printing Co. Inc. New Brunswick, NJ Manufacturing & Prod. 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 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 Prod. Oct-96 0 31,807 31,807
Edwards Graphic Arts, Inc. Des Moines, IA Printing Feb-95 0 38,291 38,291
Eka Chemical Marietta, GA Manufacturing & Prod. Sep-98 526,499 1,402,960 1,929,459
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 Computers Feb-95 0 33,797 33,797
Eli's, Inc. Omaha, NE Manufacturing & Prod. Mar-95 0 410,745 410,745
Eli's, Inc. Omaha, NE Printing Feb-95 0 362,433 362,433
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 & Prod. 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 & Prod. Aug-95 0 50,393 50,393
Fender Mender, Inc. Ft. Lauderdale, FL Automotive Jan-97 0 60,969 60,969
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
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 & Prod. 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 & Prod. Dec-96 0 38,812 38,812
Hafer Marketing Corp. Clearwater, FL Manufacturing & Prod. 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 & Prod. Aug-95 0 30,535 30,535
Hauppauge Record Manuf. Hauppauge, NY Manufacturing & Prod. Nov-96 0 65,759 65,759
Healthsmart Inc. Ossining, NY Manufacturing & Prod. 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 & Prod. Apr-96 0 56,511 56,511
Idom Inc. Newark, NJ Furniture Aug-95 0 35,487 35,487
Industrial Printing Anaheim, CA Manufacturing & Prod. 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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
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 & Prod. 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 & ComponentsAnaheim, 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 & Prod. Apr-96 0 54,083 54,083
J & M Ventures, Inc. Morgan Hill, CA Manufacturing & Prod. 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 Con. 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 Manufacturing & Prod. Feb-95 0 48,083 48,083
Kilpatrick Graphics Marietta, GA Printing Feb-95 0 34,382 34,382
Kilpatrick Graphics Marietta, GA Printing Feb-95 0 34,230 34,230
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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
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 & Prod. 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 & Prod. 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 Feb-96 0 30,415 30,415
Lotus Prod.s Inc Atlanta, GA Video Prod. 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 & Prod. Sep-96 0 258,267 258,267
Manufacturers Products Co. Warren, MI Manufacturing & Prod. Dec-95 0 846,717 846,717
Manufacturers Products Co. Warren, MI Manufacturing & Prod. 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 & Prod. 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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
Mixed Media Dba, Martin Bamanian Glendale, CA Printing Feb-97 0 36,547 36,547
Modern Age Business Forms Phoenix, AZ Manufacturing & Prod. Feb-95 0 52,456 52,456
Mohammed Jawed Garland, TX Manufacturing & Prod. Jun-95 0 31,828 31,828
Monabeth'S, Inc . Bluefield, WV Restaurant Nov-98 0 27,916 27,916
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 & Prod. 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 & Prod. 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 & Prod. Aug-95 0 48,740 48,740
Nehoc Enterprises Coral Springs, FL Manufacturing & Prod. Jul-96 0 53,029 53,029
Network Circuit Technologies Redmond, WA Manufacturing & Prod. Nov-95 0 93,598 93,598
Network Printing, Inc. Gaithersburg, MD Manufacturing & Prod. Feb-95 0 39,297 39,297
News World Communications, Inc. Washington, DC Manufacturing & Prod. 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 & Prod. 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 & Prod. 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 & Prod. 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 & Prod. 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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
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
Portland General Electric Portland, OR Material Hndlng Dec-98 0 3,801,108 3,801,108
Phillips Prod.s, Inc. Dallas, TX Video Prod. Jun-94 0 82,844 82,844
Phoenix Manufacturers Inc. Mcallen, TX Manufacturing & Prod. Aug-95 0 27,816 27,816
Photo Finish Las Vegas, NV Manufacturing & Prod. 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 Prod. 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 & Prod. 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 Corporation Irvine, CA Printing Feb-95 0 58,058 58,058
Prime Mover Irvine, CA Printing Feb-95 0 33,823 33,823
Print Perfect, Inc. Batavia, IL Printing Feb-95 0 63,112 63,112
Print Rite Printing & Graphics San Diego, CA Printing Feb-95 0 25,416 25,416
Printastic, Inc. Carlsbad, CA Printing Feb-95 0 75,619 75,619
Printing By Rodney Campbell, CA Printing Feb-95 0 86,395 86,395
Printing Gallery Florence, KY Printing Feb-95 0 77,448 77,448
Printing Impressions, Inc. Pompano Beach, FL Printing Feb-95 0 31,980 31,980
Prism Printing & Design Warren, NJ Printing Aug-95 0 35,752 35,752
Professional Litho Art, Inc. Minneapolis, MN Printing Feb-95 0 111,430 111,430
Professional Packaging Fairfield, NJ Manufacturing & Prod. 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 Prod. 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
Raymond Access Limited Mansfield, UK Construction Aug-98 560,462 142,269 702,731
Reading Cleaner & Tailoring In Reading, MA Manufacturing & Prod. Jun-95 0 43,243 43,243
Rehabilitation Associates Utica, NY Manufacturing & Prod. Aug-95 0 37,152 37,152
Reliance Graphics, Inc. Marietta, GA Printing Feb-95 0 56,332 56,332
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
River Valley Family Medical Barryville, NY Manufacturing & Prod. Aug-95 0 45,114 45,114
Rmh Sales & Marketing Wynnewood, PA Manufacturing & Prod. Aug-95 0 28,478 28,478
Robertshaw Controls Co. New Stanton, PA Manufacturing & Prod. Oct-95 49,806 5,904 55,711
Robertshaw Controls Co. Kittery, ME Manufacturing & Prod. Oct-95 114,190 14,239 128,428
Roc Communities, Inc. Ellenton, FL Manufacturing & Prod. Aug-96 0 63,149 63,149
Rose Casual Dining Inc. Newtown, PA Restaurant 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 & Prod. 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 & Prod. Sep-95 242,278 23,016 265,294
Siebe North Inc. Cranston, RI Manufacturing & Prod. 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 Manufacturing & Prod. Feb-95 0 25,090 25,090
Spectrum Press, Inc. Richmond, VA Manufacturing & Prod. Feb-95 0 72,886 72,886
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 32,051 32,051
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 28,300 28,300
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 & Prod. Aug-95 0 36,862 36,862
St. George Quality Car Wash, Inc. St.George, UT Manufacturing & Prod. Feb-97 0 25,380 25,380
St. Joseph's University Philadelphia, PA Manufacturing & Prod. Feb-95 0 38,535 38,535
St. Mary's Children Syosset, NY Computers Jun-94 0 42,682 42,682
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
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 & Prod. 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 & Prod. Oct-96 0 55,551 55,551
Taufig Ahmed Ft. Worth, TX Manufacturing & Prod. 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 & Prod. Feb-95 0 38,390 38,390
Technographics Pontiac, MI Printing Feb-95 0 89,093 89,093
TeleProd. Systems Santa Monica, CA Video Prod. Nov-98 0 49,592 49,592
Tendler Printing, Inc. Mableton, GA Printing Feb-95 0 104,956 104,956
Terrapin Cleaners, Inc. Ft. Lauderdale, FL Manufacturing & Prod. 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 & Prod. 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 & Prod. Feb-95 0 113,154 113,154
The Bagel Peddler Inc. Tallahassee, FL Restaurant 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 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 Foxboro Company Foxboro, MA Manufacturing & Prod. Dec-94 2,208,437 318,179 2,526,616
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 & Prod. Feb-95 0 37,174 37,174
The Proceres Companies, Inc. Savage, MD Construction Nov-94 0 32,848 32,848
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
The West Company Lionville, PA Manufacturing & Prod. 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 & Prod. 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 & Prod. 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
Turning Point Rock, Llc Dba Denver, CO Manufacturing & Prod. Nov-98 0 45,997 45,997
Twin Rivers Printing Madison, NC Manufacturing & Prod. 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 & Prod. 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 Bake 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 & Prod. 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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1999:
Z T Enterprisess, Inc. Irving, TX Manufacturing & Prod. Apr-95 0 35,670 35,670
Total Equipment transactions less than $25,000 168,351 11,009,432 11,177,783
----------- ----------- ------------
$89,885,389 $76,226,372 $166,111,761
=========== =========== ============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1999.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<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 March 31, 1999 pursuant to
leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- -------------------------- ------------- ----------- ------------
<S> <C> <C> <C>
Aircraft $ 19,100,646 $ 0 $ 19,100,646
Manufacturing & Production 15,932,643 681,281 16,613,924
Telecommunications 12,937,308 141,836 13,079,144
Computer Systems 4,945,173 497,605 5,442,778
Restaurant Equipment 915,355 374,883 1,290,238
Printing 1,054,726 138,821 1,193,547
Office Furniture & Fixtures 758,674 19,249 777,923
Construction 702,731 0 702,731
Medical 0 667,625 667,625
Retail Systems 273,560 71,221 344,781
Material Handling 129,488 153,542 283,030
Video Production 49,592 0 49,592
Audio 0 42,338 42,338
Office Equipment 0 37,951 37,951
------------ ----------- ------------
$ 56,799,896 $ 2,826,352 $ 59,626,248
============ =========== ============
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1999:
<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>
Agripac, Inc. Salem, OR Agriculture Nov-98 0 $201,725 201,725
AJK Associates Islandia, NY Manufacturing & Prod. Oct-96 0 $56,361 56,361
Alexander & Alexander Owings Mills, MD Computers Jan-96 2,805,739 $366,163 3,171,902
All Car Distributors Antigo, WI Automotive Aug-96 0 $147,658 147,658
All Car Distributors Antigo, WI Automotive May-96 0 $129,745 129,745
All Car Distributors Antigo, WI Automotive May-96 0 $25,122 25,122
All Car Distributors 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 & Prod. Dec-97 2,141,857 $193,993 2,335,849
ANS Communications, Inc. Purchase, NY Manufacturing & Prod. Dec-97 2,386,664 $217,433 2,604,096
ANS Communications, Inc. Purchase, NY Manufacturing & Prod. Dec-97 2,457,862 $223,919 2,681,781
ANS Communications, Inc. Purchase, NY Manufacturing & Prod. Dec-97 2,681,039 $244,251 2,925,291
ANS Communications, Inc. Purchase, NY Manufacturing & Prod. Dec-97 3,641,398 $329,809 3,971,208
Arcade Printing Services North Highlands, CA Printing Nov-96 0 $27,652 27,652
Arcade Textiles, Inc. Rock Hill, SC Manufacturing & Prod. Aug-96 0 $116,364 116,364
Audio By The Bay Garden Grove, CA Audio Aug-96 0 $59,925 59,925
Automotive Sevice & Parts Wilmington, OH Automotive Sep-96 0 $33,062 33,062
AZ 3, Inc. Vernon, CA Manufacturing & Prod. Feb-98 0 $523,640 523,640
Bio-Medical Devices, Inc. Irvine, CA Manufacturing & Prod. May-96 0 $40,310 40,310
Blount Inc. Montgomery, AL Computers Jan-96 471,271 $37,083 508,354
Boca Tecca Cleaners Boca Raton, FL Manufacturing & Prod. Sep-96 0 $53,029 53,029
C & C Finishing No. Babylon, NY Manufacturing & Prod. Sep-96 0 $25,792 25,792
C. Kirk Root Designs Austin, TX Manufacturing & Prod. Nov-98 0 $32,207 32,207
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 & Prod. Mar-96 0 $247,608 247,608
Car Tech Of Gwinnett, Inc. Roswell, GA Automotive Nov-98 0 $49,565 49,565
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 & Prod. Oct-96 0 $47,658 47,658
CIS Corp. Jersey City, NJ Telecommunications Nov-96 3,870,877 $1,319,304 5,190,181
Cleaners Plus Boca Raton, FL Manufacturing & Prod. Oct-96 0 $63,937 63,937
Comm. Task Group,Inc. Buffalo, NY Telecommunications Oct-96 0 $51,470 51,470
Comshare Inc. Ann Arbor, MI Computers Sep-96 0 $426,019 426,019
Continental Airlines Houston, TX Aircraft Jul-97 13,102,299 $1,663,700 14,765,999
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
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1999:
Creative Host Services, Inc. San Diego, CA Furniture Dec-98 0 $476,294 476,294
Csk Auto, Inc. Phoenix, AZ Other Aug-98 0 $53,429 53,429
Csk Auto, Nc. Phoenix, AZ Other Oct-98 0 $53,429 53,429
CT Plastics & Fabrications Simsbury, CT Manufacturing & Prod. Oct-96 0 $39,769 39,769
C-Town Supermarket Dba Lye Astoria, NY Retail Oct-98 0 $95,463 95,463
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
Diagnostic Health Systems, Lakewood, NJ Medical Nov-98 0 $26,752 26,752
Digio, Inc. Woodland Hills, CA Computers Sep-96 0 $45,176 45,176
Direct Technologies Suwanee, GA Telecommunications Mar-97 0 $232,862 232,862
Dryclean USA Dba Osmar,Inc Miami, FL Manufacturing & Prod. Nov-96 0 $61,964 61,964
Eka Chemicals Marietta, GA Manufacturing & Prod. Sep-98 1,052,998 $2,921,688 3,974,685
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
Florida Power Corporation St Petersburgh, FL Telecommunications Mar-97 0 $243,016 243,016
Forsyth & Associates, Inc. West Covina, CA Transportation Dec-98 0 $69,219 69,219
G & G Amusement Commerce, CA Computers Sep-96 0 $27,375 27,375
Golden Blasting, Inc. Windham, NH Manufacturing & Prod. Oct-96 0 $58,322 58,322
Golden City Chinese Margate, FL Restaurant Dec-96 0 $42,104 42,104
Golden Corral Corporation Raleigh, NC Furniture Nov-98 0 $431,468 431,468
Golden Pharmaceutical Golden, CO Computers Apr-96 0 $56,357 56,357
Greg Street Plating & Metal Sparks, NV Fixture Nov-98 0 $60,509 60,509
Grupo Aunt Chilada's ,LLC Phoenix, AZ Retail Nov-98 0 $60,028 60,028
Haemonetics Corp. Braintree, MA Telecommunications Nov-96 0 $36,529 36,529
Hastings London, England Computers Jun-98 27,402,357 $3,016,036 30,418,393
Headway Technologies, Inc. Milpitas, CA Manufacturing & Prod. Nov-98 0 $155,952 155,952
Heartland Christian Center Orlando, FL Video Production Dec-98 0 $29,679 29,679
High Bluff Construction Co. Tempe, AZ Computers Oct-98 0 $77,034 77,034
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-96 173,406 $61,034 234,440
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
IVL, Inc. Minneapolis, MN Computers Jul-96 0 $49,526 49,526
J.C. Penney, Inc. Plano, TX Office Equipment Jun-96 2,199,583 $406,402 2,605,985
Kent-Transamericas Brooklyn, NY Computers Aug-96 0 $34,946 34,946
Kim Hannaford, Dds Los Alamitos, CA Medical Apr-96 0 $38,775 38,775
Knoxville Men's Medical Knoxville, TN Medical Oct-96 0 $42,156 42,156
La Dolce Vita Of Mt Ver. Mount Vernon, NY Restaurant Oct-96 0 $26,952 26,952
LAN Chile Chicago, IL Aircraft Mar-98 11,752,300 $1,457,821 13,210,121
Leomar Miami, Inc. Miami, FL Retail Jul-96 0 $43,506 43,506
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1999:
Life Pro Financial Services Solano Beach, CA Furniture Nov-98 0 $37,114 37,114
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
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 $915,766 6,790,495
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
Northgate Communications, Santa Monica, CA Computers Dec-98 0 $74,565 74,565
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 St. Margarita, CARestaurant Sep-96 0 $309,000 309,000
Pat's Bug Shop Donalds, SC Automotive Oct-96 0 $53,596 53,596
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
Petsmart, Inc. Phoenix, AZ Fixture Jul-98 0 $362,790 362,790
Petsmart, Inc. Phoenix, AZ Furniture Sep-98 0 $3,250,130 3,250,130
Petsmart, Inc. Phoenix, AZ Furniture Oct-98 0 $2,017,116 2,017,116
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
Press Point, Inc. New York, NY Furniture Dec-98 0 $377,788 377,788
Progressive Technology Miami, FL Manufacturing & Prod. Sep-96 0 $32,397 32,397
Progrssve Extrsn Die Corp Anahiem, CA Manufacturing & Prod. Dec-96 0 $46,832 46,832
Quality Baking, LLC Maplewood, MO Furniture Jul-96 0 $283,250 283,250
Quality Baking, LLC Maplewood, MO Furniture Sep-96 0 $315,404 315,404
R.B. Apparel Co., Inc. Hialeah, FL Manufacturing & Prod. Sep-96 0 $46,114 46,114
Rainbow Abstracts Group Glandale, CA Video Production Oct-96 0 $56,347 56,347
Ral III Trading Inc. Biloxi, MS Manufacturing & Prod. Oct-96 0 $51,077 51,077
Rapid Link, Inc. Atlanta, GA Computers Dec-98 0 $102,237 102,237
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
Sabena Chicago, IL Aircraft Nov-97 $1,832,359 $1,979,380 $3,811,739
Sabena Manhasset, NY Aircraft Aug-98 0 $1,236,010 1,236,010
Sabena Manhasset, NY Aircraft Sep-98 0 $1,472,720 1,472,720
Sabreliner Corporation St Louis, MO Fixture Dec-98 0 $1,070,958 1,070,958
Seacor Smit, Inc. Houston, TX Vessels Sep-97 12,825,000 $4,793,150 17,618,150
Seacor Smit, Inc. Houston, TX Vessels Jan-98 14,232,634 $4,822,366 19,055,000
Seacor Smit, Inc. Houston, TX Vessels Mar-98 11,742,000 $2,935,500 14,677,500
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1999:
Siamac A. Najah Redondo Beach, CA Video Production 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 Production Oct-96 0 $46,760 46,760
Tejas Tubular Processing, Houston, TX Manufacturing & Prod. Dec-98 0 $102,971 102,971
Third Coast Productions Ft. Worth, TX Video Production 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
Traceanalysis, Inc. Lubbock, TX Medical Nov-98 0 $71,196 71,196
Tucson Bagel Company, LLC Brainerd, MN Restaurant 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 & Prod. May-96 0 $183,600 183,600
United Consumers Club Fishkill, NY Telecommunications Dec-96 0 $48,670 48,670
United Consumers Club Elmsford, NY Telecommunications Oct-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
White's Pastry Shop, Inc. Brockton, MA Restaurant Nov-98 0 $27,655 27,655
Total Equipment transactions less than $25,000 0 972,160 972,160
------------ ----------- ------------
$236,753,616 $74,628,068 $311,381,684
============ =========== ============
</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 March 31, 1999 pursuant to
leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
- --------------------------- ------------ ----------- ------------
<S> <C> <C> <C>
Aircraft $ 90,952,788 $0 $ 90,952,788
Computer Systems 49,997,030 74,565 50,071,595
Vessels 49,855,000 0 49,855,000
Retail Systems 20,977,388 143,862 21,121,250
Manufacturing & Production 18,652,318 183,663 18,835,981
Office Furniture & Fixtures 13,654,898 1,239,209 14,894,107
Energy 12,325,000 0 12,325,000
Automotive 6,620,192 49,565 6,669,757
Telecommunications 4,572,054 60,054 4,632,108
Medical 3,898,595 0 3,898,595
Office Equipment 2,764,522 0 2,764,522
Miscellaneous 1,683,966 152,823 1,836,789
------------- ----------- -------------
$ 275,953,751 $ 1,903,741 $ 277,857,492
============= =========== =============
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Current Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Income Fund Eight-A at March 31, 1999:
<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>
Petsmart, Inc. Phoenix, AZ Furniture Oct-98 0 0 958,962
Petsmart, Inc. Phoenix, AZ Furniture Dec-98 $0 $0 $1,567,526
Oxford Health Plans, Inc. Norwalk, CT Computers Dec-98 3,990,257 327,073 4,317,330
Oxford Health Plans, Inc. Norwalk, CT Computers Dec-98 4,427,213 362,889 4,790,102
Oxford Health Plans, Inc. Norwalk, CT Computers Dec-98 4,090,551 335,299 4,425,850
Oxford Health Plans, Inc. Norwalk, CT Computers Dec-98 4,016,690 329,240 4,345,930
Pharma Print, Inc. Irvine, CA Manufacturing & Prod. Mar-99 1,408,127 278,708 1,686,834
Pharma Print, Inc. Irvine, CA Manufacturing & Prod. Mar-99 448,408 88,752 537,160
Sabena Belgian World Airways Manhasset, NY Aircraft Mar-99 0 0 3,067,695
Amazon.Com Seattle, WA Computers Mar-99 0 0 5,222,100
Amazon.Com Seattle, WA Computers Mar-99 0 0 962,760
Amazon.Com Seattle, WA Computers Mar-99 0 0 750,668
Amazon.Com Seattle, WA Computers Mar-99 0 0 751,788
BP Amoco Corp Dba Bp Oil Co. Cleveland, OH Vessel Mar-99 7,294,424 6,015,821 13,310,245
America West Tempe, AZ Aircraft Mar-99 10,069,375 3,629,625 13,699,000
Portland General Electric Portland, OR Material Handling Mar-99 7,643,867 8,005,042 15,648,909
Portland General Electric Portland, OR Material Handling Dec-98 12,228,718 366,856 12,595,574
----------- ----------- -----------
$55,617,629 $19,739,305 $88,638,433
=========== =========== ===========
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1999.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<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.
- --------------------------------------------------------------------------------
Units Purchased. Indicate the total dollar amount and the
1. INVESTMENT: 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,
2. REGISTRATION address and tax identification number or social security
INFORMATION: number for 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
ALTERNATIVES: address 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, initial and date the Subscription Agreement. (Please
refer to Section 3 above for information as to who should
sign.)
- --------------------------------------------------------------------------------
6. 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.
- --------------------------------------------------------------------------------
Until you are notified that the escrow condition of the sale
7. INVESTMENT of 12,000 Units has been completed, please make checks
CHECKS & payable to "The Chase Manhattan Bank ICON Income Fund EIGHT
SUBSCRIPTIONS: 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.
- --------------------------------------------------------------------------------
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
C-1
<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."
C-2
<PAGE>
SUBSCRIPTION AGREEMENT A Delaware Limited Partnership
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
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 Investment No. of Units: _______________
Blue Sky State: _____________
- ------------------------------------------------------------------------------------------------------------------------------------
A. SUBSCRIBER INFORMATION (Please specify Mr. or Ms.)
Subscriber's Name(s)_________________________________________________________________________________________
2. REGISTRATION _______________________________ Subscriber Tax I.D. No. or Social Security No._______________________________
INFORMATION:
(Please type or Subscriber's Residential Address
print clearly)
Street_______________________________________________________________________________________________________
City/Town______________________________________ State__________________ Zip Code_____________________________
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 additional Units during the Offering
ALTERNATIVES: Period.
(COMPLETE ____ You wish Direct Deposit of Distributions or that they be sent to more than one Payee. Complete the
ONLY IF PAYEE Special Payment Instruction Form.
IS DIFFERENT ____ You wish Distributions to be sent to the Payee and Address listed below. Complete the following
THAN SECTION information:
2A 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 page C-2 hereof, makes the representations contained on Page C-4 hereof, acknowledges that an investment in
Units is not liquid; declares that, to the best of his/her knowledge, 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
5. SIGNATURES attorney-in-fact as described in Paragraph 2 on Page C-4.
AND INITIALS:
Sign X_________________________________________ Sign X_________________________________________
Here Subscriber's Signature Date Here Authorized Signature Date
(Custodian/Trustee/Officer/Partner)
X_________________________________________ X_________________________________________
Subscriber's Signature Date Print Name Date
(Custodian/Trustee/Officer/Partner)
- ------------------------------------------------------------------------------------------------------------------------------------
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 Representative"): (a) is
6. BROKER/ duly licensed by, and in good standing with, the NASD and may lawfully offer Units in the State(s) listed in
DEALER Section 2.A above; (b) has reasonable grounds to believe, based on information obtained from the Subscriber
INFORMATION: concerning his/her investment objectives, other investments, financial situation and needs and any other
(Please type or information known by the Selling Dealer or Registered Representative, that the Investment described in
print clearly) Section 1, above is suitable in light of Subscriber's income, net worth and other characteristics; and (c) the
Registered Representative has (i) informed the Subscriber as to the limited liquidity of the Units and (ii)
delivered a current copy of the Prospectus to the Subscriber in connection with the offering of Units.
PLEASE PRINT
Brokerage Firm Name__________________________________ Supervisor____________________ Tele. Number ______________
Registered Representative Name____________________________ Rep. Number ____________ Tele. Number _______________
Representative Street Address___________________________________________________________________________________
City/Town_______________________________________________ State_______________________ Zip Code _______________
Authorized signature (Branch Manager or Registered Principal). Order cannot be completed without signature.
X_______________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
7. INVESTMENT Mail the completed Subscription Agreement with a check payable as indicated in the instructions to:
CHECKS & 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>
C-3
<PAGE>
1. SUBSCRIPTION FOR UNITS. Each subscriber (a "Subscriber") desiring
to become a Limited Partner of ICON Income Fund Eight, an equipment leasing
program consisting of two Delaware limited partnerships, ICON Income Fund Eight
A L.P., a Delaware limited partnership, ("ICON Eight A") and ICON Income Fund
Eight B L.P., a Delaware limited partnership, ("ICON Eight B") (collectively,
the "Partnerships", or, individually, a "Partnership"), hereby signs his/her
name in Section 5 on Page C-3, and thereby (a) subscribes for the number and
dollar amount of limited partnership units ("Units") as set forth in Section 1.A
on Page C-3; (b) agrees to become a Limited Partner of a Partnership upon
acceptance of his/her subscription by the General Partner of such Partnership,
ICON Capital Corp. (the "General Partner"); and (c) adopts, and agrees to be
bound by each and every provision of, the Partnership Agreement and this
Subscription Agreement. Subscriber hereby subscribes for the number of Units
(whole and fractional), and has tendered good funds herewith in full payment of
the "Dollar Amount" therefor (computed at $100 per whole Unit/$.01 for each
1/10,000th of a Unit as shown in Section 1.A on Page C-3, subject to (i)
discounts (as described in the "Plan of Distribution" Section of the Prospectus)
and to the minimum investment requirements (as described in the "INVESTOR
SUITABILITY AND MINIMUM REQUIREMENTS; SUBSCRIPTION PROCEDURES" Section of the
Prospectus).
2. APPOINTMENT OF THE GENERAL PARTNER AS SUBSCRIBER'S
ATTORNEY-IN-FACT. By signing his/her name in Section 5 on Page C-3, (and
effective upon admission to the Partnership), each Subscriber thereby makes,
constitutes and appoints theGeneral Partner, each authorized officer of the
General Partner and each Person who shall thereafter become a Substitute General
Partner during the term of the Partnership, with full power of substitution, as
the true and lawful attorney-in-fact of, in the name, place and stead of, such
Limited Partner, to the full extent, and for the purposes and duration, set
forth in Section 15 of the Partnership Agreement (all of the terms of which are
hereby incorporated herein by this reference). Such purposes include, without
limitation, the power to make, execute, sign, acknowledge, affirm, deliver,
record and file any (a) document or instrument which the General Partner deems
necessary or desirable to carry out fully the provisions of the Partnership
Agreement (in the manner and for the purposes provided in Section 15.1 of the
Partnership Agreement) and (b) amendment to the Partnership Agreement and to the
Certificate of Limited Partnership of the Partnership (in the manner and for the
purposes provided in Section 15.2 of the Partnership Agreement, including,
without limitation, admission of Limited Partners to the Partnership and any
application, certificate, instrument, affidavit or other document required or
appropriate in connection with registration or documentation of the
Partnership's Investments). The foregoing appointment shall not in any way limit
the authority of the General Partner as attorney-in-fact for each Limited
Partner of the Partnership under Section 15 of the Partnership Agreement. The
power of attorney hereby granted is coupled with an interest, is irrevocable and
shall survive Subscriber's death, incapacity, insolvency or dissolution or
his/her delivery of any assignment of all or any portion of his/her Units.
3. GENERAL SUBSCRIBER REPRESENTATIONS. As a condition to Subscriber's
being admitted to the Partnership, Subscriber hereby represents that he/she: (a)
either (i) has annual gross income of $30,000 plus a net worth of $30,000
(exclusive of his/her investment in Units, home, home furnishings and
automobiles) or a net worth of $75,000 (determined in the same manner) or (ii)
meets any higher investor gross income and/or net worth standards applicable to
residents of his/her State, as set forth in the "INVESTOR SUITABILITY AND
MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" Section of the
Prospectus; (b) if Subscriber is an IRA or a Qualified Plan, it has been
accurately identified as such in Sections 2.A and 3 on Page C-3; (c) has
accurately identified himself/herself in Section 2.C on Page C-3 as either a
U.S. Citizen or a non-U.S. Citizen (Note: a Subscriber which is a corporation, a
partnership or trust should review the requirements for being considered a U.S.
Citizen described in the "INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS; SUBSCRIPTION PROCEDURES" Section of the Prospectus); and (d) each
subscriber who is purchasing Units for Individual Ownership (as indicated in
Section 3 on Page C-3) is purchasing for his or her own account. If Subscriber
is investing in a fiduciary or representative capacity, such investment is being
made for one or more persons, entities or trusts meeting the above requirements.
4. ADDITIONAL FIDUCIARY AND ENTITY REPRESENTATIONS. If the person
signing this Subscription Agreement is doing so on behalf of another person or
entity who is the Subscriber, including, without limitation, a corporation, a
partnership, an IRA, a Qualified Plan, or a trust (other than a Qualified Plan),
such signatory by signing his/her/its name in Section 5 of Page C-3 thereby
represents and warrants that (a) he is duly authorized to (i) execute and
deliver this Subscription Agreement, (ii) make the representations contained
herein on behalf of Subscriber and (iii) bind Subscriber thereby and (b) this
investment is an authorized investment for Subscriber under applicable documents
and/or agreements (e.g., articles of incorporation or corporate by-laws or
action, partnership agreement, trust indenture, etc.) and applicable law.
5. Under the penalties of perjury, by signing his/her name in
Section 5 on Page C-3, each Subscriber thereby certifies that: (a) the
Taxpayer Identification Number or Social Security Number listed in Section 2.A
on Page C-3 is correct; and (b) he/she is not subject to backup withholding
either because the Internal Revenue Service has (i) not notified such Subscriber
that he/she is subject to backup withholding as a result of a failure to report
all interest or dividends or (ii) has notified such Subscriber that he/she is no
longer subject to backup withholding. (If you have been notified that you are
currently subject to backup withholding, strike the language under clause (b) of
this paragraph 5 before signing).
UPON SUBSCRIBER'S EXECUTION OF THIS SUBSCRIPTION AGREEMENT AND ACCEPTANCE
THEREOF BY THE GENERAL PARTNER, THIS SUBSCRIPTION AGREEMENT (CONSISTING OF
PAGES C-1 THROUGH C-5) WILL BECOME A PART OF THE PARTNERSHIP AGREEMENT.
C-4
<PAGE>
ICON INCOME FUND EIGHT
600 Mamaroneck Avenue, Harrison, New York 10528
SPECIAL PAYMENT INSTRUCTION FORM
DISTRIBUTIONS TO DIRECT DEPOSIT ACCOUNTS AND/OR MULTIPLE
PAYEES
Please use this form only if you would like your cash distributions to be
directly deposited into an account and/or sent to more than one account,
location or payee. A maximum of two (2) choices are allowed. If these
instructions are being delivered in connection with an additional
investment in this Partnership which is being combined with a prior
investment, the designations of account, location and payee(s) must be
exactly the same unless we are advised that you are requesting prior
instructions be changed. Original signatures of all joint investors or
custodial authorization are required.
First Payee Direct Deposit / / Checksing / /
---
Bank Name______________________ Bank Address______________________________
City State Zip
Bank ABA#______________________ Bank Routing No.__________________________
Name of Account Holder_________ Account Type______________________________
Account No._______________________________
% to be Paid*__________________ New instructions: Yes / / No / /
- --------------------------------------------------------------------------------
Second Payee Direct Deposit / / Checking / /
Bank Name______________________ Bank Address______________________________
City State Zip
Bank ABA#______________________ Bank Routing No.__________________________
Name of Account Holder_________ Account Type______________________________
Account No._______________________________
% to be Paid*__________________ New instructions: Yes / / No / /
*Please note that the total of First Payee and Second Payee (if
applicable) should equal 100% of distribution.
--------------------------------------- ---------------------------------
Original Signature - Subscriber - Original Signature -
Limited Partner or Authorized/Custodial Subscriber - Limited Partner
Representative
--------------------------------------- ---------------------------------
Date Signed Original Signature - Subscriber -
Limited Partner
Please make a copy for your records
C-5
[nb]<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. *
ITEM 14. *
ITEM 15. *
ITEM 16. *
ITEM 17. *
* Filed in Amendment No. 2 to the S-1 Registration Statement filed on
September 18, 1998 and is incorporated herein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 5 to the S-1 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the locations and on the dates indicated.
ICON INCOME FUND EIGHT,
ICON INCOME FUND EIGHT A L.P.
(a Delaware limited partnership)
ICON INCOME FUND EIGHT B L.P.
(a Delaware limited partnership)
By: ICON CAPITAL CORP.,
General Partner
By: /s/ Paul B. Weiss
-------------------------------
Paul B. Weiss, President
Pursuant to the requirements of the Securities Act of 1933, the
Post-Effective Amendment No. 5 to the S-1 Registration Statement has been signed
below by the following persons on behalf of the Registrant and in the capacities
indicated, on this 17th day of February, 2000.
Signatures Title(s)
- ---------- --------
/s/ Beaufort J. B. Clarke Chief Executive Officer and Chairman of
- ------------------------- ICON Capital Corp., the General Partner
of the Registrant
/s/ Paul B. Weiss President and Vice Chairman of
- ------------------------- ICON Capital Corp.
/s/ Thomas W. Martin Executive Vice President, Treasurer and
- ------------------------- Director of ICON Capital Corp.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
EXHIBITS
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ICON INCOME FUND EIGHT
<PAGE>
ICON INCOME FUND EIGHT
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. DESCRIPTION Page
- ------- ----------- ----
<S> <C> <C>
1. Underwriting agreements.
1.1 Form of Dealer-Manager Agreement 4
1.2 Form of Selling Dealer Agreement 1
4. Instruments defining the rights of security holders
4.1 The Partnerships' Amended and Restated 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, is included as Exhibit C to the Prospectus
4.3 Copy of Fund Eight A's Certificate of Limited Partnership filed
with the Delaware Secretary of State on June 9, 1997 1
4.4 Copy of Fund Eight B's Certificate of Limited Partnership filed
with the Delaware Secretary of State on February 7, 2000
5. Opinion re legality
5.1 Opinion of Greene Radovsky Maloney & Share LLP
with respect to securities being registered
8. Opinion re tax matters
8.1 Opinion of Greene Radovsky Maloney & Share LLP
with respect to certain tax matters
10. Material Contracts
10.2 Escrow Agreement 3
23. Consents of experts and counsel
23.1 Consent of KPMG LLP
23.2 Consent of Greene Radovsky Maloney & Share LLP appears in that
firm's opinion (Exhibit 5.1) and is incorporated herein by reference
23.3 Consent of Greene Radovsky Maloney & Share 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 1
</TABLE>
1 Filed as an Exhibit to the S-1 Registration Statement filed on May 29, 1998
and is incorporated herein by reference.
2 Filed as an Exhibit to Amendment No. 1 filed on July 24, 1998 and is
incorporated herein.
3 Filed as an Exhibit to Amendment No. 2 filed on September 18, 1998 and is
incorporated herein.
4 Filed as an Exhibit to Post-Effective Amendment No. 1 filed on January 29,
1999 and is incorporated herein.
<PAGE>
EXHIBIT 4.4
COPY OF FUND EIGHT B'S CERTIFICATE OF LIMITED PARTNERSHIP
<PAGE>
STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND EIGHT B L.P.
The Undersigned, desiring to form a limited partnership pursuant to
the provisions of the Delaware Revised Uniform Limited Partnership Act, 6
Delaware Code, Chapter 17, do hereby certify as follows:
1. FIRST: The name of the limited partnership is "ICON Income Fund
Eight B L.P."
2. SECOND: The name and address of the Registered Agent is
Corporation Service Company, 1013 Centre Road, Wilmington,
(County of New Castle) Delaware 19805
3. THIRD: The name and mailing address of each general partner is
as follows:
600 Mamaroneck Avenue
Harrison, NY 10528
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership of ICON Income Fund Eight B L.P. as of this 7th day of
February, 2000.
ICON Income Fund Eight B L.P.
By its General Partner, ICON Captial Corp.
/s/ Thomas W. Martin
------------------------------------------
Thomas W. Martin
Executive Vice President
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
RE SECURITIES
<PAGE>
GREENE RADOVSKY MALONEY & SHARE LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
FOUR EMBARCADERO CENTER
SUITE 4000
SAN FRANCISCO, CA 94111-4106
TELEPHONE: (415) 981-1400
FACSIMILE: (415) 777-4961
February 17, 2000
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 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 Post-Effective Amendment
No. 5 to the Registration Statement on Form S-1 (such Registration Statement,
as amended, being referred to as 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"), as
amended to date, (iii) the Certificate of Limited Partnership of ICON Eight B
as amended to date, (iv) the Agreement of Limited Partnership of ICON Eight B
dated as of May 28, 1998 (the "ICON Eight B Partnership Agreement") as
amended to date, (v) 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 us 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>
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) 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
GREENE RADOVSKY MALONEY & SHARE LLP
<PAGE>
EXHIBIT 8.1
OPINION OF COUNSEL
ON TAX
<PAGE>
February 17, 2000
GREENE RADOVSKY MALONEY & SHARE LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
FOUR EMBARCADERO CENTER
SUITE 4000
SAN FRANCISCO, CA 94111-4106
TELEPHONE: (415) 981-1400
FACSIMILE: (415) 777-4961
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 the following
partnerships: (a) ICON Income Fund Eight A L.P. ("ICON A"), a Delaware
limited partnership formed pursuant to the Agreement of Limited Partnership
(the "ICON A 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 ICON A; and (b) ICON Income Fund Eight B L.P., ("ICON B"), a Delaware
limited partnership formed pursuant to the Agreement of Limited Partnership
(the "ICON B 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 be subsequently admitted
to ICON B. Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the ICON A and ICON B Partnership Agreements,
respectively.
We have participated in the preparation of Post-Effective Amendment
No.__ to the Registration Statement on Form S-1 (such Registration Statement,
as amended, being referred to as 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"), as
amended to date, (iii) the Certificate of Limited Partnership of ICON Eight B
as amended to date, (iv) the Agreement of Limited Partnership of ICON Eight B
dated as of May 28, 1998 (the "ICON Eight B Partnership Agreement") as
amended to date, (v) the Prospectus constituting part of the Registration
Statement (the "Prospectus"), and such other documents pertaining to the
<PAGE>
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 us 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.
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 Certificates of Limited Partnership of ICON A and
ICON B as filed with the Delaware Secretary of State on July 9, 1997 and
February 7, 2000, respectively, as amended, (2) the ICON A and ICON B
Partnership Agreements, as amended, (3) the Registration Statement to be
filed on behalf of ICON A and ICON B with the Securities Exchange Commission
(the "Commission") on even date, and its enclosures, including the prospectus
(the "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 Prospectus. We have also relied,
with your consent and without independent investigation, on your
representations that:
1. The activities and operations of ICON A and ICON B will be
carried on in the manner contemplated by the ICON A and ICON B Partnership
Agreements, respectively, and the 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 ICON A and ICON B Partnership Agreements,
the General Partner will not permit transfers of Units if any such transfers
would cause ICON A or ICON B, respectively, to be treated as a "publicly
traded partnership" within the meaning of Section 7704 of the Code.
Based on the following, we are of the opinion that, for federal
income tax purposes, ICON A and ICON B will each be treated as a partnership
and not as an association taxable as a corporation and 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 Prospectus under
the headings "RISK FACTORS -Federal Income Tax Risks and ERISA Risks,"
"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.
<PAGE>
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,
GREENE RADOVSKY MALONEY & SHARE LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ICON Income Fund Eight A L.P.
ICON Income Fund Eight B L.P.
We consent to the use of our reports on (i) ICON Income Fund Eight A L.P. dated
March 12, 1999, (ii) ICON Income Fund Eight B L.P. dated February 7, 2000 and
(iii) ICON Capital Corp. dated June 4, 1999, included herein, and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG LLP
New York, New York
February 17, 2000
