<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2001
REGISTRATION NO. 333-54011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
ICON INCOME FUND EIGHT
ICON Income Fund Eight B L.P., a Delaware limited partnership
(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)
13-4101114
(I.R.S. Employer Identification Number)
111 CHURCH STREET, WHITE PLAINS, NEW YORK 10601
(914) 993-1700 (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 registrant)
-----------
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 B L.P.
SUPPLEMENT
DATED JANUARY 19, 2001
TO PROSPECTUS DATED
MAY 19, 2000
SUMMARY
We are providing you with this supplement, dated January 19, 2001, to
update and revise the prospectus, dated May 19, 2000. This supplement forms a
part of, and must be accompanied or preceded by, the prospectus.
The primary purposes of this supplement are to:
- Describe the current status of the offering of the Partnership and
our equipment acquisition efforts,
- Update the experts section of the prospectus, and
- Update the financial information of the Partnership and ICON Capital
Corp., the general partner of the Partnership.
YOU SHOULD THOROUGHLY REVIEW THE PROSPECTUS AND THIS SUPPLEMENT PRIOR TO
SUBSCRIBING FOR UNITS IN THE PARTNERSHIP.
<PAGE>
STATUS OF THE OFFERING AND EQUIPMENT ACQUISITION EFFORTS
As of January 16, 2001, 235,586.3706 limited partner units of the Partnership
had been sold, and limited partners had contributed capital of $23,558,637.06 to
the Partnership.
As of January 19, 2001, the total price paid for all equipment purchased by the
Partnership since its inception was $80,206,153; the sources for the funds used
to acquire the equipment consisted of $64,281,747 in debt and $15,924,406 from
the proceeds of the offering.
Our efforts in connection with the acquisition, leasing and financing of
equipment for the Partnership as of January 19, 2001 are listed below. We
describe below in greater detail transactions representing approximately ten
percent or more of the offering proceeds raised through January 16, 2001. Each
of the companies listed is a lessee of the equipment identified.
CSK AUTO CORP.
CSK Auto Corp. is the largest retailer of automotive parts and accessories in
the western United States and is among the top five after-market automotive
retailers in the nation. The Partnership acquired equipment, subject to a lease,
which is used in 44 CSK Auto Corp. retail stores. The lease matures in July of
2004. The equipment, which cost $2,071,798, consists of store furniture,
fixtures, point of sale computers, monitors, printers and various equipment
needed for the installation and running of the stores. The equipment cost per
location averages $47,000. The return conditions require CSK Auto Corp. to
return either all or none of the equipment.
REGUS BUSINESS CENTERS CORP.
Regus Business Centers Corp. ("Regus") is widely considered the global leader in
supplying fully furnished, equipped and staffed executive office space. The
Partnership acquired all furniture, fixtures, office equipment and
telecommunications equipment at four Regus Business Centers, subject to a 4-year
lease to Regus, for a cost of $5,303,090.
PETSMART INC.
PetsMart Inc. is the industry leader in pet products. The Partnership acquired
all equipment in PetsMart Inc.'s regional distribution center in Columbus, Ohio,
subject to a 4-year lease to PetsMart Inc. for a price of $3,397,802 in cash.
The equipment is comprised of conveyor systems used for fulfillment needs at the
distribution center.
SCANDINAVIAN AIRLINES SYSTEM
Scandinavian Airlines System ("SAS") is one of the world's leading airlines,
serving Sweden, Denmark and Norway. SAS operates a fleet of 177 aircraft. The
Partnership, through a joint venture with two other programs we manage, entered
into a sale-leaseback transaction in December 2000 involving a Boeing 767-300ER
model aircraft, one of 14 such aircraft that SAS operates in transcontinental
passenger service. The lease with SAS is for a 28-month term and SAS has the
option to renew the lease, upon 12 months' notice, at the fair market value of
the aircraft but in no event
<PAGE>
less than the required monthly amortization of principal and interest on the
debt incurred to acquire the aircraft. The Partnership's contribution to the
cost of the aircraft was $42,734,799, which constituted 96% of the total cost.
GENERAL ELECTRIC COMPANY
General Electric Company ("GE") holds the number one or number two market share
in a range of industries, from broadcasting to power plant parts manufacturing.
GE is a diversified company and produces aircraft engines, locomotives and other
transportation equipment, appliance (kitchen and laundry equipment), lighting,
electric distribution and control equipment, generators and turbines, nuclear
reactors, medical imaging equipment and plastics. GE has leased various machine
tools and forklifts on terms ranging from two to six years from a joint venture
between the Partnership and three other programs we manage. The machine tools
and forklifts were acquired subject to this lease. The Partnership's
contribution to the cost of these machine tools and forklift was $5,540,478,
which constituted 87.69% of the total cost.
LUCENT TECHNOLOGIES INC.
Lucent Technologies Inc. ("Lucent") is one of North America's leading makers of
telecom equipment and software. The Bell Laboratories division develops many of
Lucent's products, but the company has become a force in the broadband
networking market through acquisitions. Many of Lucent's customers are telecom
providers such as AT&T. Lucent has leased various items of manufacturing
equipment on terms ranging from one to three years from a joint venture between
the Partnership and three other programs we manage. The equipment was acquired
subject to this lease and the Partnership's contribution to the cost of this
manufacturing equipment was $3,463,621, which constituted 87.69% of the total
cost.
PERRIER GROUP OF AMERICA, INC.
Perrier Group of America, Inc. ("Perrier") is a division of the Perrier Vittel
Group, a subsidiary of Nestle SA. Perrier began in 1976 with a single brand of
bottled water and has since grown, through expansion and acquisition, to be one
of the largest bottled water producers in the world. Today, Perrier owns a
bottled water portfolio of ten regional brands and imports four international
brands. Perrier leases customized beverage trucks from a joint venture between
the Partnership and three other programs we manage with remaining lease terms
ranging from one to three years. The trucks were acquired subject to this lease
and the Partnership's contribution to the cost of the trucks was $5,950,424,
which constituted 87.69% of the total cost.
For comparative purposes, the information above is also set forth in chart form:
<TABLE>
<S> <C>
CSK AUTO CORP.
Lease Financing of: Computers and furniture
Lease Term: 4 Years
Equipment Cost: $2,071,798
Debt Specifically Incurred to Acquire Equipment: None
<PAGE>
REGUS BUSINESS CENTERS CORP.
Lease Financing of: Telecommunications equipment and furniture
Lease Term: 4 Years
Equipment Cost : $5,303,090
Debt Specifically Incurred to Acquire Equipment: None
PETSMART INC.
Lease Financing of: Conveyor systems
Lease Term: 4 Years
Equipment Cost: $3,397,802
Debt Specifically Incurred to Acquire Equipment: None
<PAGE>
SCANDINAVIAN AIRLINES SYSTEM
Lease Financing of: Aircraft
Lease Term: 28 months
Equipment Cost Contributed by Partnership: $42,734,799
Total Equipment Cost: $44,515,416
Debt Incurred by Partnership to Acquire Equipment: $40,583,083
Total Debt Incurred to Acquire Equipment: $42,274,045
GENERAL ELECTRIC COMPANY
Lease Financing of: Machine Tools & Fork Lifts
Lease Term: 2 to 6 Years
Equipment Cost Contributed by Partnership: $5,540,478
Total Equipment Cost: $6,316,815
Debt Incurred by Partnership to Acquire Equipment: $4,122,267
Total Debt Incurred to Acquire Equipment: $4,699,883
LUCENT TECHNOLOGIES INC.
Lease Financing of: Manufacturing Equipment
Lease Term: 1 to 3 Years
Equipment Cost Contributed by Partnership: $3,463,621
Total Equipment Cost: $3,948,947
Debt Incurred by Partnership to Acquire Equipment: $1,449,145
Total Debt Incurred to Acquire Equipment: $1,652,200
PERRIER GROUP OF AMERICA, INC.
Lease Financing of: Beverage Trucks
Lease Term: 1 to 3 Years
Equipment Cost Contributed by Partnership: $5,950,424
Total Equipment Cost: $6,784,202
Debt Incurred by Partnership to Acquire Equipment: $4,141,079
Total Debt Incurred to Acquire Equipment: $4,721,330
</TABLE>
In addition to the transactions described above, the Partnership, through a
joint venture with three other programs we manage, acquired miscellaneous
equipment which is leased to thirty-one lessees. The Partnership contributed
$11,744,140 to the cost of this equipment (which constituted 87.69% of the total
cost) and incurred $6,986,173 of debt.
<PAGE>
JOINT OWNERSHIP OF EQUIPMENT
The aircraft leased to SAS is owned by a joint venture in which the Partnership
has a 96% interest, ICON Cash Flow Partners, L.P., Seven has a 2% interest, and
ICON Income Fund Eight A L.P. has a 2% interest. The equipment leased to GE,
Lucent and Perrier, as well as the miscellaneous equipment described immediately
above, is owned by a joint venture in which the Partnership has a 87.69%
interest, ICON Cash Flow Partners, L.P., Six has a 1% interest, ICON Cash Flow
Partners, L.P., Seven has a 10.31% interest, and ICON Income Fund Eight A L.P.
has a 1% interest. In each of these equipment-owning joint ventures in which the
Partnership has an interest: (i) the Partnership and the joint-owner(s) have
identical investment objectives and participate on the same terms and
conditions; (ii) the compensation payable to us or our affiliates by the
Partnership and the joint-owner(s) is identical, after taking into account each
joint owner's level of ownership; and (iii) the Partnership has a right of first
refusal to purchase the equipment, on a pro-rata basis, if a joint-owner desires
to sell its interest in the equipment.
FINANCING
During November 2000, the Partnership entered into a one year Credit Agreement
with Imperial Bank that provides the Partnership the ability to borrow up to $7
million. Each borrowing under the Credit Agreement must be collateralized by
Partnership lease investments. Principal amounts outstanding are required to be
repaid as the underlying lease collateral is reduced. Borrowings under the
Credit Agreement bear interest at the rate of one percent (1.00%) per annum in
excess of the prime rate.
The Partnership drew down $7 million from its line of credit with Imperial Bank
to acquire some of the equipment described above. The aggregate amount of
non-recourse financing incurred by the Partnership in the acquisition of the
above-described equipment totaled $57,281,747. Therefore, the aggregate
indebtedness incurred by the Partnership to acquire the equipment totals
$64,281,747.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following should be considered when reviewing the financial
statements of the Partnership which follow.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary source of funds for the period June 14, 2000
to September 30, 2000 were capital contributions, net of offering expenses of
$11,424,688, and net proceeds received from borrowings of $1,325,772. Net cash
provided by operating activities was $108,801. The Partnership intends to
continue to purchase equipment and fund cash distributions utilizing funds from
capital contributions, cash from operations and additional borrowings.
Cash distributions to limited partners, which were paid monthly
commencing in July 2000, totaled $138,992.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
For the three months ended September 30, 2000, the Partnership
purchased and leased equipment with an initial cost of $5,303,088 to one
<PAGE>
lessee.
Revenues for the three months ended September 30, 2000 were $220,432,
representing finance income of $187,029 and interest income of $33,403. Expenses
for the three months ended September 30, 2000 were $123,499, representing
management fees - General Partner of $54,603, general and administrative of
$4,922, amortization of initial direct costs of $10,654, administrative expense
reimbursements - General Partner of $21,929 and interest expense of $31,391. Net
income for the three months ended September 30, 2000 was $96,933. The net income
per weighted average limited partnership unit was $1.33.
RESULTS OF OPERATIONS FROM DATE OF INCEPTION TO SEPTEMBER 30, 2000
For the period from February 7, 2000 (date of inception) to September
30, 2000, the Partnership purchased and leased equipment with an initial cost of
$7,374,886 to two lessees.
As the Partnership commenced operations on June 14, 2000, results of
operations from date of inception to September 30, 2000 do not reflect a full
nine months activity. Revenues from date of inception to September 30, 2000 were
$238,305, expenses totaled $129,626 and net income was $108,679. The net income
per weighted average limited partnership unit was $1.83.
COMPENSATION OF THE GENERAL PARTNER
In connection with the equipment acquisitions described above, Acquisition Fees
in an amount equal to 3.0% of the original equipment cost have been paid or will
be paid to us. In addition, the Underwriting Fee, Sales Commission and O & O
Expense Allowance will be paid according to the provisions of the prospectus set
forth on pages 18 through 20.
UPDATE OF THE EXPERTS SECTION
The section of the prospectus on page 84 under the heading "Experts" is updated
and replaced by the following:
EXPERTS
The audited balance sheet of the Partnership as of February 7, 2000, and the
audited financial statements of ICON Capital Corp. as of March 31, 2000, 1999
and 1998 and for each of the years then ended, have been included herein 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.
<PAGE>
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS
ICON INCOME FUND EIGHT B L.P. PAGE
----------------------------- ----
<S> <C>
Unaudited Financial Statements--September 30, 2000 8
Balance Sheet at September 30, 2000 9
Statement of Operations for the Three Months Ended
September 30, 2000 and the Period February 7, 2000 (date of inception)
to September 30, 2000 10
Statement of Changes in Partners' Equity for the Period
February 7, 2000 (date of inception) to September 30, 2000 11
Statement of Cash Flows for the Period February 7, 2000 (date of
inception)
to September 30, 2000 12
Notes to Financial Statements 13
ICON CAPITAL CORP.
------------------
Unaudited Financial Statements--September 30, 2000 14
Balance Sheets at September 30, 2000 and March 31, 2000 15
Statements of Income for the Six Months Ended September 30, 2000 and 1999 16
Statements of Changes in Stockholder's Equity for the Year Ended
March 31, 2000 and for the Six Months Ended September 30, 2000 17
Statements of Cash Flows for the Six Months Ended September 30, 2000 and 1999 18
Notes to Financial Statements 20
Audited Financial Statements--March 31, 2000 and 1999 23
Independent Auditors' Report 24
Balance Sheets at March 31, 2000 and 1999 25
Statements of Income for the Years Ended March 31, 2000 and 1999 26
Statements of Changes in Stockholder's Equity for the Years
Ended March 31, 2000 and 1999 27
Statements of Cash Flows for the Years Ended March 31, 2000 and 1999 28
Notes to Financial Statements 29
</TABLE>
<PAGE>
ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
<PAGE>
ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<S> <C>
Assets
------
Cash $ 4,272,805
--------------
Investment in finance leases
Minimum rents receivable 8,175,031
Estimated unguaranteed residual values 1,002,643
Initial direct costs 209,297
Unearned income (2,379,850)
--------------
7,007,121
Accounts receivable - affiliates 650,000
--------------
Other assets 850,866
--------------
Total assets $ 12,780,792
==============
Liabilities and Partners' Equity
--------------------------------
Note payable $ 1,325,772
Accounts payable 61,976
--------------
1,387,748
Commitments and Contingencies
Partners' equity
General Partner 756
Limited Partners (132,054.19 units outstanding,
$100 per unit original issue price) 11,392,288
--------------
Total partners' equity 11,393,044
--------------
Total liabilities and partners' equity $ 12,780,792
==============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Period
For the Three Months February 7, 2000 to
Ended September 30, 2000 September 30, 2000
------------------------ -------------------
<S> <C> <C>
Revenues
Finance income $ 187,029 $ 204,649
Interest income 33,403 33,656
----------- -----------
Total revenues 220,432 238,305
----------- -----------
Expenses
Management fees - General Partner 54,603 57,018
General and administrative 4,922 6,373
Amortization of initial direct costs 10,654 11,949
Administrative expense reimbursements
- General Partner 21,929 22,895
Interest expense 31,391 31,391
----------- -----------
Total expenses 123,499 129,626
----------- -----------
Net income $ 96,933 $ 108,679
=========== ===========
Net Income allocable to:
Limited partners $ 95,964 $ 107,592
General Partner 969 1,087
----------- -----------
$ 96,933 $ 108,679
=========== ===========
Weighted average number of limited
partnership units outstanding 72,094 58,772
=========== ===========
Net income per weighted average
limited partnership unit $ 1.33 $ 1.83
========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENT OF CHANGES IN PARTNERS' EQUITY
FOR THE PERIOD FROM FEBRUARY 7, 2000 (DATE OF INCEPTION)
TO SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Return of Investment Limited General
Capital Income Partners Partner Total
----------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Initial partners
capital contributions $ 1,000 $ 1,000 $ 2,000
Proceeds from issuance
----------------------
of limited partnership
units (132,054.19 units) 13,205,419 - 13,205,419
Sales and offering expenses (1,782,731) - (1,782,731)
Cash distribution $ .53 $ 1.83 (138,992) (1,331) (140,323)
Net income 107,592 1,087 108,679
--------------- ------------ ---------------
Balance at September 30, 2000 $ 11,392,288 $ 756 $ 11,393,044
=============== ============ ===============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 7, 2000 (DATE OF INCEPTION)
TO SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<S> <C>
Cash flows provided from operating activities:
Net income $ 108,679
---------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of initial direct costs 11,949 Changes in operating assets
and liabilities:
Collection of principal receivables 575,331
Accounts receivable - affiliates (650,000)
Accounts payable 61,976
Other assets 866
---------------
Total adjustments 122
---------------
Net cash provided by operating activities 108,801
---------------
Cash flows from investing activities:
Equipment purchased (7,374,886)
Initial direct costs (221,247)
Other assets (850,000)
---------------
Net cash used for investing activities (8,446,133)
---------------
Cash flows provided by financing activities:
Initial partners capital contribution 2,000
Proceeds from note payable 3,977,317
Issuance of limited partnership units, net of offering expenses 11,422,688
Payment on note payable (2,651,545)
Cash distributed to partners (140,323)
---------------
Net cash provided by financing activities 12,610,137
---------------
Cash at end of period $ 4,272,805
===============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
1. ORGANIZATION
ICON Income Fund Eight B L.P. (the "Partnership") was formed on February
7, 2000 (date of inception) 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, June 14, 2000, with the admission of 15,815.51 limited
partnership units at $100 per unit representing $1,581,551 of capital
contributions. As of September 30, 2000, 116,238.68 additional units had been
admitted in to the partnership with aggregate gross proceeds of $11,623,868
bringing the total admission to 132,054.19 units totaling $13,205,419 in
capital contributions.
The General Partner of the Partnership is ICON Capital Corp. (the
"General Partner"), a Connecticut corporation. The General Partner manages and
controls the business affairs of the Partnership's equipment, leases and
financing transactions under a management agreement with the Partnership.
2. 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.
3. RELATED PARTY TRANSACTIONS
Fees and expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the period ended September 30, 2000 were as
follows:
<TABLE>
<S> <C> <C>
Organization and offering expenses $ 462,190 Charged to equity
Underwriting commissions 264,108 Charged to equity
Acquisition fees 1,071,247 Capitalized
Management fees 57,018 Charged to operations
Administrative expense reimbursements 22,895 Charged to operations
------------------
$ 1,877,458
==================
</TABLE>
During the period ended September 30, 2000 the Partnership entered into
a binding purchase agreement to purchase a portfolio of lease investments. An
acquisition fee of $850,000 was paid to the General Partner in the period with
respect to this acquisition. This amount was included in the caption Other
assets on the September 30, 2000 balance sheet.
<PAGE>
ICON CAPITAL CORP.
FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
<PAGE>
<TABLE>
<CAPTION>
ICON CAPITAL CORP.
BALANCE SHEETS
(UNAUDITED)
September 30, March 31,
2000 2000
---- ----
ASSETS
<S> <C> <C>
Cash $ 425,103 123,572
Receivables from Parent 2,144,375 3,327,769
Receivables from managed partnerships 97,418 567,715
Prepaid and other assets 570,105 322,908
Deferred charges 418,421 112,103
Loans receivable - related parties 432,265 -
Fixed assets and leasehold improvements, at cost, less
accumulated depreciation and amortization of $1,031,058
and $793,733 1,790,027 1,522,602
---------------- ----------------
Total assets $ 5,877,714 $ 5,976,669
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Payable to managed partnership $ 600,000 $ -
Accounts payable and accrued expenses 284,149 498,328
Capital lease obligations 1,536,833 1,269,503
Loan payable 403,420 476,541
Deferred income 850,000 -
Deferred state income taxes 79,885 47,073
Deferred gain on sale of furniture and fixtures 563,804 660,456
---------------- ----------------
Total liabilities 4,318,091 2,951,901
---------------- ----------------
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 828,423 3,393,568
---------------- ----------------
1,559,623 4,124,768
Note receivable from stockholder - (1,100,000)
---------------- ----------------
Total stockholder's equity 1,559,623 3,024,768
---------------- ----------------
Total liabilities and stockholder's equity $ 5,877,714 $ 5,976,669
================ ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)
2000 1999
---- ----
<S> <C> <C>
Revenues:
Fees - managed partnerships $ 6,235,717 $ 6,595,469
Servicing fee 148,795 131,413
Interest income 50,648 29,226
------------- -------------
Total revenues 6,435,160 6,756,108
------------- -------------
Expenses:
General and administrative fee - ICON Holdings Corp. 4,180,882 4,625,544
Selling, general and administrative 1,138,306 962,398
Amortization of deferred charges 299,864 548,694
Depreciation and amortization, net of deferred gain 140,673 151,274
Interest expense 100,789 77,636
------------- -------------
Total expenses 5,860,514 6,365,546
------------- -------------
Income before provision for income taxes 574,646 390,562
Provision for income taxes 229,858 175,753
------------- -------------
Net income $ 344,788 $ 214,809
============= =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEAR ENDED MARCH 31, 2000 AND
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
COMMON STOCK NOTE
------------ ADDITIONAL RECEIVABLE TOTAL
SHARES STATED PAID-IN RETAINED FROM STOCKHOLDER'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 - - - 420,797 - 420,797
March 31, 2000 1,500 15,000 716,200 3,393,568 (1,100,000) 3,024,768
Dividends - - - (2,909,933) 1,100,000 (1,809,933)
Net Income - - - 344,788 - 344,788
----------- ----------- ------------- -------------- --------------- ---------------
September 30, 2000 1,500 $ 15,000 $ 716,200 $ 828,423 $ - $ 1,559,623
=========== =========== ============= ============== =============== ===============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)
2000 1999
------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 344,788 $ 214,809
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 140,673 151,274
Amortization of deferred charges 299,864 548,694
Deferred state income taxes 32,812 175,753
Changes in operating assets and liabilities:
Receivables from Parent (158,345) (1,366,383)
Receivables from managed partnerships 470,297 317,194
Payable to managed partnership 600,000 -
Deferred income 850,000 -
Prepaid and other assets (247,197) (24,175)
Accounts payable and accrued expenses (214,179) (281,494)
------------- --------------
Net cash provided by (used in) operating activities 2,118,713 (264,328)
------------- --------------
Cash flows from investing activities:
Collection of loans receivable - related parties 9,474 -
Purchases of fixed assets and leasehold improvements (40,327) (20,842)
Increase in deferred charges (606,182) (268,721)
------------- --------------
Net cash (used in) investing activities (637,035) (289,563)
------------- --------------
Cash flows from financing activities:
Dividends paid (909,933) -
Repayment of loan payable (73,121) -
Principal payments on capital lease obligations (197,093) (96,973)
------------- --------------
Net cash (used in) financing activities (1,180,147) (96,973)
------------- --------------
Net increase (decrease) in cash 301,531 (650,864)
Cash, beginning of period 123,572 774,338
------------- --------------
Cash, end of period $ 425,103 $ 123,474
============= ==============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS (CONTINUED)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
During the six months ended September 30, 2000 and 1999 non-cash activities
included the following:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Dividend paid by liquidation of demand promissory
note receivable from stockholder $ 1,100,000 $ -
Note receivable from stockholder (1,100,000) -
Dividend paid by reducing receivables from Parent 900,000 -
Receivables from Parent (900,000) -
Loans receivable - related parties 441,739 -
Receivables from Parent (441,739) -
Addition to fixed assets 464,423 -
Addition to Capital lease obligations (464,423) -
--------------- ---------------
$ - $ -
=============== ===============
</TABLE>
Cash paid for interest consisted of $100,789 and $77,636 for the six month
periods ended September 30, 2000 and 1999 respectively. Cash paid for income
taxes consisted of $52,330 and $2,894 for the six month periods ended September
30, 2000 and 1999, respectively.
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
(1) BASIS OF ACCOUNTING AND PRESENTATION
The accompanying 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 periods. 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, 2000 and 1999 audited financial statements. The results of
operations for the six months ended September 30, 2000 and 1999 are not
necessarily indicative of the results of operations for the entire
fiscal years ending March 31, 2001 and 2000.
(2) FEES - MANAGED PARTNERSHIPS
The Company is the general partner and manager of 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, ICON Income Fund Eight A L.P. and ICON Income Fund Eight B
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 or the
principal amount of each transaction entered into. Management fees are
earned for managing the Partnership's equipment leasing and financing
transactions and are based upon payment of rental obligations from
lease and financing transactions.
(3) RELATED PARTY TRANSACTIONS
The Company had receivables from the managed partnerships of $97,418
and $567,715 at September 30, 2000 and March 31, 2000, respectively.
These amounts represent fees that have been earned by the Company and
are immediately payable. The Company also had a payable to a managed
partnership of $600,000 at September 30, 2000, which was paid in
December 2000.
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ICON Receivables 1998-A ("!998-A"), a non consolidated affiliate of
ICON Holdings Corp. (the "Parent" or "Holdings"), was formed for the
purpose of acquiring, warehousing and securitizing a portfolio of
leases. The Company, as servicer, earns a servicing fee from 1998-A.
This servicing fee is earned monthly and is based on the discounted
lease balance of 1998-A's outstanding lease pool.
During the six month period ended September 30, 2000, the Company
declared dividends of $2,909,933 of which $1,100,000 was used by the
Parent to liquidate a $1,100,000 demand promissory note payable to the
Company. This $1,100,000 demand promissory note was reflected in the
March 31, 2000 balance sheet as a reduction of stockholders' equity.
During the six month period ended September 30, 2000, the Company
received from the Parent two notes totaling $441,739, issued by
affiliates of the Parent. These two notes were received as a partial
settlement of amounts owing the Company by the Parent. These two notes
are reflected as Loans receivable - related parties on the September
30, 2000 balance sheet and had an outstanding balance of $432,265 as of
September 30, 2000. The notes are collateralized by a pool of third
party leases and a building.
The Company has periodically made cash advances to its Parent to cover
general and administrative expenses, its allocated portion of income
taxes and for other corporate purposes. As of September 30, 2000,
receivables from Parent of $2,144,375 represented such cash advanced to
Holdings, net of general and administrative fees and federal and state
tax obligations payable to Holdings.
It is anticipated that the Company will in the future, continue to
periodically advance monies to Holdings for general and administrative
expenses, income taxes and for other corporate purposes. It is expected
that substantially all current and future receivables due from
Holdings, which result from these periodic cash advances, will be
realized by applying such amounts against future general and
administrative fees and income taxes payable by the Company to
Holdings.
(4) CAPITAL LEASE OBLIGATIONS
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
2000 2000
---- ----
<S> <C> <C>
Various obligations under capital leases, payable
in monthly installments through June 2005 $ 1,536,833 $ 1,269,503
============== ==============
</TABLE>
During the six month period ended September 30, 2000 the Company leased
fixed assets under capital lease agreements and incurred $464,423 in
new capital lease obligations.
<PAGE>
(5) DEFERRED INCOME
Deferred income represents acquisition fees received by the Company as
a result of the execution of a binding purchase agreement on behalf of
ICON Income Fund Eight B L.P. to purchase a portfolio of lease
investments. The deferred income amount will be recognized in income
upon consummation of the lease portfolio acquisition transaction.
<PAGE>
ICON CAPITAL CORP.
FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
ICON Capital Corp.:
We have audited the accompanying balance sheets of ICON Capital Corp. as of
March 31, 2000 and 1999, 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 auditing standards generally
accepted in the United States of America. 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, 2000 and 1999, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted
in the United States of America.
KPMG LLP
October 5, 2000
New York, New York
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
MARCH 31,
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
ASSETS
Cash $ 123,572 774,338
Receivables from Parent 3,327,769 1,505,986
Receivables from managed partnerships 567,715 475,000
Prepaid and other assets 322,908 269,898
Deferred charges 112,103 792,437
Fixed assets and leasehold improvements, at cost, less accumulated
depreciation and amortization of $793,773 and $318,078 1,522,602 1,937,646
---------------- ----------------
Total assets $ 5,976,669 $ 5,755,305
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 498,328 $ 693,907
Capital lease obligations 1,269,503 1,557,081
Loan payable 476,541 -
Deferred state income taxes 47,073 46,585
Deferred gain on sale of furniture and fixtures 660,456 853,761
---------------- ----------------
Total liabilities 2,951,901 3,151,334
---------------- ----------------
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 3,393,568 2,972,771
---------------- ----------------
4,124,768 3,703,971
Note receivable from stockholder (1,100,000) (1,100,000)
---------------- ----------------
Total stockholder's equity 3,024,768 2,603,971
---------------- -----------------
Total liabilities and stockholder's equity $ 5,976,669 $ 5,755,305
================ ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
FOR THE YEARS ENDED MARCH 31,
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Revenues:
Fees - managed partnerships $ 13,434,863 $ 14,057,423
Servicing fee 256,246 302,188
Interest income and other 38,931 40,680
Management fees - ICON Securities Corp. - 758,039
----------------- ----------------
Total revenues 13,730,040 15,158,330
----------------- ----------------
Expenses:
General and administrative fee - ICON Holdings Corp. 8,827,990 1,627,506
Selling, general and administrative 2,460,999 8,950,128
Amortization of deferred charges 1,306,754 1,344,012
Depreciation and amortization, net of deferred gain (Note 7) 282,391 249,729
Interest expense 150,578 174,493
----------------- ----------------
Total expenses 13,028,712 12,345,868
----------------- ----------------
Income before provision for income taxes 701,328 2,812,462
Provision for income taxes 280,531 1,170,591
----------------- ----------------
Net income $ 420,797 $ 1,641,871
================= ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
COMMON STOCK NOTE TOTAL
------------ 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, 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
Net income - - - 420,797 - 420,797
------- ---------- ------------ --------------- -------------- ---------------
March 31, 2000 1,500 $ 15,000 $ 716,200 $ 3,393,568 $ (1,100,000) $ 3,024,768
======= ========== ============ =============== ============== ===============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31,
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 420,797 $ 1,641,871
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 282,391 249,729
Amortization of deferred charges 1,306,754 1,344,012
Deferred state income taxes 488 15,053
Changes in operating assets and liabilities:
Receivables from Parent (1,821,783) 767,496
Receivables from managed partnerships (92,715) (134,010)
Prepaid and other assets (53,010) (43,043)
Accounts payable and accrued expenses (195,579) (369,755)
----------------- -----------------
Net cash (used in) provided by operating activities (152,657) 3,471,353
---------------- ----------------
Cash flows from investing activities:
Purchases of fixed assets and leasehold improvements (60,652) (511,038)
Increase in deferred charges (626,420) (1,612,179)
----------------- -----------------
Net cash used in investing activities (687,072) (2,123,217)
----------------- -----------------
Cash flows from financing activities:
Proceeds from loan payable 500,000 -
Repayment of loans payable (23,459) (2,000,000)
Proceeds from sale leaseback of furniture and fixtures - 1,500,000
Principal payments on capital lease obligations (287,578) (253,201)
----------------- -----------------
Net cash provided by (used in) financing activities 188,963 (753,201)
---------------- -----------------
Net (decrease) increase in cash (650,766) 594,935
Cash, beginning of period 774,338 179,403
---------------- -----------------
Cash, end of period $ 123,572 $ 774,338
================ ================
Cash paid for interest $ 150,578 $ 174,493
---------------- ----------------
Cash paid for income taxes $ 8,946 $ 9,925
---------------- -----------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(1) ORGANIZATION
ICON Capital Corp. (the "Company") is a wholly owned subsidiary of ICON
Holdings Corp. ("Holdings" or "Parent"). 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 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") and ICON Income Fund Eight B L.P. ("ICON Eight B")
(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 was also the General Partner of ICON Cash Flow
Partners, L.P., Series A, which was liquidated in the year 2000.
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>
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 May 17, 2000 75,000,000
ICON Eight B May 25, 2000 (1) 3,040,096
----------------
$ 357,466,642
================
</TABLE>
(1) Gross proceeds raised through June 26, 2000.
ICON Eight B was formed on February 7, 2000 with an initial capital
contribution of $2,000 and began offering its units to suitable investors
on May 25,2000. The offering period for ICON Eight B will end on the
earlier of May 19, 2001 or when ICON Eight B raises $75,000,000. In the
event the offering does not reach $75,000,000 by May 19, 2001, ICON Eight B
may extend the offering period for up to one year.
<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) REVENUE RECOGNITION
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.
See note 4 for a discussion of servicing fee revenue.
(c) 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.
(d) 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.
(e) 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 income
tax returns of Holdings. The Company provides for income taxes as if it
were a stand alone entity. See Note (6).
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(F) RECLASSIFICATIONS
Certain 1999 amounts have been reclassified to conform to the current
year presentation.
(3) STOCKHOLDER'S EQUITY
As of March 31, 2000, 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 and was retired by Holdings subsequent to
March 31, 2000 (See Note 4).
(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, all personnel of the ICON Holdings group 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, Holdings, and other subsidiaries of
Holdings 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 ICON Securities Corp. (also wholly owned by
Holdings).
The Company has periodically made cash advances to its Parent to cover
general and administrative expenses, its allocated portion of income taxes
and for other corporate purposes. As of March 31, 2000, receivables from
Parent of $3,327,769 represented such cash advanced to Holdings, net of
general and administrative fees and federal and state tax obligations
payable to Holdings. $1,341,739 of the March 31, 2000 balance was settled
subsequent to year end with the remaining balance applied to general and
administrative fees and income taxes incurred by the Company during fiscal
2001.
It is anticipated that the Company will, in the future, continue to
periodically advance monies to Holdings for general and administrative
expenses, income taxes and for other corporate purposes. It is expected
that substantially all future receivables due from Holdings, which result
from these periodic cash advances, will be realized by applying such
amounts against future general and administrative fees and income taxes
payable by the Company to Holdings.
Subsequent to March 31, 2000 the Company declared dividends of $2,909,933
of which $1,100,000 was used by Holdings to retire the $1,100,000 demand
promissory note payable to the Company (See Note 3).
ICON Receivables 1998-A, ("1998-A"), a non consolidated affiliate of
Holdings, was formed for the purpose of acquiring, warehousing and
securitizing a portfolio of leases. The Company, as servicer, earns a
servicing 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 7
for a discussion of a related party sale leaseback transaction.)
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(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, 2000 and 1999
consisted of the following:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Current:
Federal $ 211,034 $ 665,620
State 67,497 212,162
------------- ------------
Total current 278,531 877,782
------------- ------------
Deferred:
Federal 1,512 220,066
State 488 72,743
------------- ------------
Total deferred 2,000 292,809
------------- ------------
Total $ 280,531 $ 1,170,591
============= ============
</TABLE>
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.
ICON Holdings Corp. files a consolidated federal income tax return and a
combined return for certain states which include the operating results of
the Company. The Company's allocable share of the consolidated federal tax
expense and combined state tax expense is reflected on the books of the
Company on a separate entity basis. 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 Company's share of
current and deferred federal tax obligations and its share of current and
deferred combined state tax obligations are recorded as reductions of
receivables from Holdings. Deferred federal and state income taxes netted
against such receivables were $831,172 and $829,660 at March 31, 2000 and
1999, respectively. The deferred state income tax liabilities on the
balance sheet at March 31, 2000 and 1999 are related to states where the
company files as a separate entity.
<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, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
---- ----
Tax Rate Tax Rate
--- ---- --- ----
<S> <C> <C> <C> <C>
Federal statutory $ 238,452 34.00% $ 956,237 34.00%
State income taxes, net of Federal tax effect 44,870 6.40 188,037 6.69
Meals and entertainment exclusion 698 .10 24,293 .86
Other (3,489) (.50) 2,024 .07
------------- ------ ------------ ------
Total $ 280,531 40.00% $ 1,170,591 41.62%
============= ====== ============ ======
</TABLE>
(7) SALE LEASEBACK
On July 31, 1998 the Company entered into an agreement to sell a portion
of its fixed assets to 1998-A, 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, 2000 and 1999
balance sheets in "Capital lease obligations."
(8) LOAN PAYABLE AND CAPITAL LEASE OBLIGATIONS
The Company entered into a Loan and Security Agreement on December 9,
1999 with TKO Finance Corporation under which it borrowed a total of
$500,000 in two traunches of $250,000. The total $500,000 loan bears
interest at 11.5% per annum and is payable in monthly installments of
$16,465 through December 2002, with a final payment of $17,448 due on
January 1, 2003. The loan is secured by a lien on all the assets of the
Company. The repayment schedule of the loan is as follows:
Year Ended
March 31,
---------
2001 $ 150,549
2002 168,804
2003 157,188
-------------
Total $ 476,541
=============
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
The repayment schedule of various obligations under capital leases (see
note 7), payable in monthly installments, matures as follows:
Year Ended
March 31,
---------
2001 $ 470,433
2002 462,711
2003 419,214
2004 137,141
-------------
1,489,499
Less amounts
representing interest 219,996
-------------
Total $ 1,269,503
=============
(9) COMMITMENTS
The Company entered into a Guarantee Agreement with M & T Bank on
December 8, 1999. Under the Agreement the Company guaranteed payment of
an $875,000 mortgage loan obligation owed by a non-consolidated
affiliate of the Company. The mortgage loan obligation matures as
follows:
Fiscal Year Ending
March 31, Amount
--------- ------
2001 $ 6,229
2002 6,805
2003 7,435
2004 8,122
2005 845,423
------------
Total $ 874,014
============
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
The Company was obligated under operating leases for office space through
the year 2005. The leases were transferred to Holdings effective January
1, 1999. See note 4. Although all rental obligations were transferred to
Holdings, a portion of the leases remain in the Company's name. The future
minimum rental commitments under non-cancelable operating leases, which
will be paid by Holdings, but which are currently in the Company's name
are due as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
MARCH 31, AMOUNT
--------- ------
<S> <C> <C>
2001 $ 606,683
2002 620,703
2003 616,393
2004 540,900
2005 360,600
------------
Total $ 2,745,279
============
</TABLE>
34
<PAGE>
ICON INCOME FUND EIGHT B L.P.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
----------------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Cover Pages of Registration Statement and
Outside Front Cover Page of Prospectus Prospectus
2. Inside Front and Outside Back Cover Cover Page; Back Page
Pages of Prospectus
3. Summary Information, Risk Factors and Summary of the Offering; Risk Factors
Ratio of 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
Indemnification for Securities Act Agreement
Liabilities
</TABLE>
------------------------
* Omitted because the item is inapplicable or the answer is negative.
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[LOGO]
ICON INCOME FUND EIGHT B L.P.
$75,000,000 (MAXIMUM OFFERING)
750,000 UNITS OF LIMITED PARTNERSHIP INTEREST
(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 of 12,000 Units $ 1,200,000 $ 120,000 $ 1,080,000
Maximum Offering 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 7, 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
This prospectus describes an investment in units of ICON Income Fund Eight B
L.P., which is an equipment leasing program. We, ICON Capital Corp., have formed
the Partnership as its 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: 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 May 19, 2000.
You must meet the requirements described below to invest in the Partnership.
Because we do not have direct knowledge of your financial situation, we will
<PAGE>
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,
Maine, Michigan, Minnesota, Nebraska, New Hampshire, New Mexico, North Dakota,
Ohio, Oklahoma, Oregon, Pennsylvania, South Dakota, Texas, Vermont and
Washington 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 Nebraska or 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 Partnership;
- have no need for this investment to be liquid except for cash that you may
<PAGE>
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
Partnership.
<TABLE>
<S> <C>
SUMMARY OF THE OFFERING..................................... 1
Investment Objectives and Policies........................ 1
Summary of Certain Risk Factors........................... 1
Uses of Offering Proceeds................................. 2
Our Compensation.......................................... 3
Our Relationship to the Partnership is Not Free of
Conflicts............................................... 3
Our Fiduciary Responsibility.............................. 3
Other Offerings We Sponsor and Manage..................... 3
Management; Financial Statements.......................... 4
Federal Income Tax Considerations......................... 4
Capitalization............................................ 4
Summary of the Partnership Agreement...................... 4
Restrictions on Your Ability to Transfer Units............ 4
Plan of Distribution...................................... 5
RISK FACTORS................................................ 7
Partnership Risks......................................... 7
Investment Risks.......................................... 11
Federal Income Tax Risks and ERISA Risks.................. 13
SOURCES AND USES OF OFFERING PROCEEDS....................... 16
OUR COMPENSATION............................................ 18
Organization and Offering Stage........................... 18
Operational Stage......................................... 19
Interest in Profits or Losses............................. 22
CONFLICTS OF INTEREST....................................... 24
No Arm's Length Negotiation of Agreements................. 24
Our Compensation.......................................... 24
Effect of Leverage on Our Compensation.................... 24
Competition with the Partnership for Equipment............ 25
Our Liability for Partnership Obligations; Our
Determination of Reserves............................... 26
Joint Ventures............................................ 26
Lease Referrals........................................... 26
Participation of an Affiliate in this Offering............ 26
Tax Matters Partner....................................... 26
FIDUCIARY RESPONSIBILITY.................................... 27
Conflicts................................................. 27
Indemnification........................................... 27
Investor Remedies......................................... 28
OUR OTHER PROGRAMS.......................................... 29
RELATIONSHIPS WITH SOME OF OUR AFFILIATES................... 32
MANAGEMENT.................................................. 33
The General Partner....................................... 33
Our Affiliates............................................ 34
iii
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES.......................... 35
General................................................... 35
Acquisition Policies and Procedures....................... 35
Leases and Financing Transactions......................... 36
Transaction Approval Procedures........................... 38
Credit Review Procedures.................................. 38
Equipment................................................. 38
Portfolio Acquisitions.................................... 40
Other Investments......................................... 40
Interim Financing......................................... 40
CASH DISTRIBUTIONS.......................................... 41
Monthly Cash Distributions................................ 41
First Cash Distributions to the Limited Partners.......... 42
Reinvestment of Undistributed Cash in Additional
Equipment, Leases and Financing Transactions............ 42
Distribution of Cash From Sales of the Partnership's
Investments............................................. 42
Reinvestment of Distributions............................. 42
FEDERAL INCOME TAX CONSEQUENCES............................. 43
Opinion of Tax Counsel.................................... 43
Classification as a Partnership........................... 43
Taxation of Partnerships in General....................... 43
Publicly Traded Partnerships.............................. 44
Taxation of Distributions................................. 45
Partnership Income versus Partnership Distributions....... 46
Allocations of Profits and Losses......................... 46
Deductibility of Losses; Passive Losses, Tax Basis and "At
Risk" Limitation........................................ 47
Deductions for Organizational and Offering Expenses;
Start-Up Costs.......................................... 49
Tax Treatment of Leases................................... 49
Cost Recovery............................................. 49
Limitations on Cost Recovery Deductions................... 50
Deferred Payment Leases................................... 51
Sale or Other Disposition of Partnership Property......... 51
Sale or Other Disposition of Partnership Interest......... 52
Treatment of Cash Distributions upon Redemption........... 52
Gifts of Units............................................ 53
Consequence of No Section 754 Election.................... 53
Tax Treatment of Termination of the Partnership Pursuant
to the Partnership Agreement............................ 53
Audit by the IRS.......................................... 53
Alternative Minimum Tax................................... 54
Interest Expense.......................................... 55
Self-Employment Income and Tax............................ 55
Limited Deductions for Activities not Engaged in for
Profit.................................................. 55
Foreign Source Taxable Income............................. 56
Registration, Interest and Penalties...................... 56
State and Local Taxation.................................. 57
Foreign Investors......................................... 58
Tax Treatment of Certain Trusts and Estates............... 58
Taxation of Employee Benefit Plans and Other Tax-exempt
Organizations........................................... 58
Corporate Investors....................................... 58
INVESTMENT BY QUALIFIED PLANS............................... 59
Fiduciaries under ERISA................................... 59
iv
<PAGE>
Prohibited Transactions Under ERISA and the Tax Code...... 59
Plan Assets............................................... 60
Other ERISA Considerations................................ 61
CAPITALIZATION.............................................. 62
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION.............. 63
SUMMARY OF THE PARTNERSHIP AGREEMENT........................ 64
Establishment and Nature of the Partnership............... 64
Name and Address.......................................... 64
Purposes and Powers....................................... 64
Duration of Partnership................................... 64
Capital Contributions..................................... 64
Powers of the Partners.................................... 65
Limitations on Our Powers................................. 65
Indemnification........................................... 66
Liability of Partners..................................... 67
Non-assessability of Units................................ 67
Distribution of Distributable Cash From Operations and
From Sales.............................................. 67
Allocation of Profits and Losses.......................... 68
Withdrawal of the General Partner......................... 68
Transfer of Units......................................... 69
Dissolution and Winding-up................................ 69
Access to Books and Records............................... 70
Meetings and Voting Rights of Limited Partners............ 70
Amending the Partnership Agreement........................ 70
TRANSFER OF UNITS........................................... 72
Withdrawal................................................ 72
Restrictions on the Transfer of Units..................... 72
Limited Right to Redeem Units............................. 73
Consequences of Transfer.................................. 74
REPORTS TO LIMITED PARTNERS................................. 75
Annual Reports............................................ 75
Quarterly Reports......................................... 75
PLAN OF DISTRIBUTION........................................ 76
General................................................... 76
Segregation of Subscription Payments...................... 76
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES................................... 78
General Suitability Considerations........................ 78
Minimum Investment........................................ 78
Suitability Standard for Qualified Plans and IRAs......... 79
Suitability Standard for Other Fiduciaries................ 79
Additional Considerations for IRAs, Qualified Plans, and
Tax-Exempt Entities..................................... 79
Transfer of Units......................................... 80
Additional Transfer Restriction for Residents of
California.............................................. 80
Subscriber Representations................................ 80
Conflicts of Interest..................................... 81
Co-signature by Selling Dealer............................ 81
Binding Effect of the Partnership Agreement............... 82
Citizenship............................................... 82
How to Subscribe.......................................... 83
v
<PAGE>
SALES MATERIAL.............................................. 83
EXPERTS..................................................... 84
LEGAL MATTERS............................................... 84
ADDITIONAL INFORMATION...................................... 84
TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS........ 85
FINANCIAL STATEMENTS........................................ 85
Exhibit A-- Amended and Restated Agreement of Limited
Partnership of Icon Income Fund Eight B L.P.
Exhibit B-- Prior Performance Tables for the Prior Public
Programs
Exhibit C-- Subscription Documents
</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 B L.P. is an equipment leasing program formed on
February 7, 2000. The Partnership will primarily engage in the business of
leasing equipment and acquiring residual interests in leased equipment. To a
lesser degree, the Partnership 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 Partnership's objectives and in which
the Partnership 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 the Partnership will complete its reinvestment period 5
years from the date we complete our offer to sell units for the Partnership, but
the reinvestment period may be extended at our discretion. We will then sell 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, 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 Partnership, beginning the
month after the month you are admitted as a limited partner;
(3) DIVERSIFICATION TO REDUCE RISK: to purchase 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 Partnership.
Creditworthy lessees and borrowers lessen the Partnership's 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 Partnership's equipment and
other assets, compares favorably with other illiquid investments that do
not guarantee a return of principal.
SUMMARY OF CERTAIN RISK FACTORS
This investment involves a higher degree of risk. In addition to this
summary of certain risks, you should read the entire section of this prospectus
entitled "RISK FACTORS" before making an investment decision.
1
<PAGE>
PARTNERSHIP RISKS
- The ultimate composition of the Partnership's investment portfolio is
currently unknown.
- The Partnership's success will partially depend on the residual values of
the equipment we acquire for them.
- If only the minimum offering size is raised, the Partnership may not be
able to diversify its investments.
- The Partnership could incur losses if an equipment lessee or borrower
defaults.
- Losses as a result of equipment lessee defaults may be greater if the
Partnership acquires the leased equipment with borrowed funds.
- The Partnership will be subject to various conflicts of interest arising
out of its relationships to us and our affiliates, including the fact that
our compensation from the Partnership is not the result of an arm's length
negotiation.
INVESTMENT RISKS
- You will have limited voting rights and no management authority.
- There is no guarantee you will receive a return comparable to that of
investors in similar programs we sponsored and manage.
- The amount of distributions you will receive, and your return from this
investment, is difficult to predict.
- The rate of monthly cash distributions is not fixed.
- There is no secondary market for units so your ability to transfer them is
limited.
FEDERAL INCOME TAX RISKS
- If the IRS classifies the Partnership as a corporation, you will lose tax
benefits.
- You may incur tax liability in excess of the cash distributions you
receive.
- There are limitations on your ability to deduct Partnership losses. This
investment may cause you to pay additional taxes.
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 Partnership.
Assuming only the minimum number of units (12,000) are sold for the
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 Partnership.
2
<PAGE>
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 Partnership. 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 Partnership. 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
Partnership's 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 PARTNERSHIP IS NOT FREE OF CONFLICTS
The Partnership will be subject to conflicts of interest because of our
relationship to it. 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 the general partner of
the Partnership, the Partnership Agreement contains 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 the Partnership. However, the Partnership will
indemnify us for many of our acts on its 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 Partnership. See "OUR OTHER PROGRAMS"
and Exhibit B for more detailed information about such other programs.
3
<PAGE>
MANAGEMENT; FINANCIAL STATEMENTS
We are the sole general partner of the Partnership. We are a Connecticut
corporation located at 111 Church Street, White Plains, New York 10601
(telephone 914-993-1700). We will manage and control the affairs of the
Partnership. See "MANAGEMENT" for a description of our officers and other key
personnel who will be responsible on our behalf to manage the Partnership's
business. Our financial statements and those of the Partnership 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 Partnership.
We have obtained an opinion from Greene Radovsky Maloney & Share LLP, our
tax counsel, concerning the Partnership's 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 Partnership's current and projected capitalization, after deduction
of the costs of this offering and organizing the Partnership.
SUMMARY OF THE PARTNERSHIP AGREEMENT
The relationship between you, the limited partners, and us, the general
partner, is governed by the 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 UNITS" and "REPORTS TO LIMITED PARTNERS" for further details.
RESTRICTIONS ON YOUR ABILITY TO TRANSFER UNITS
The Partnership Agreement restricts your ability to transfer units. These
restrictions are imposed so that the Partnership is not treated as a "publicly
traded Partnership," which would make it 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
4
<PAGE>
transfer limits for the Partnership have been reached during that particular
year. See "TRANSFER OF UNITS."
PLAN OF DISTRIBUTION
THE OFFERING--The Partnership is offering between 12,000 and 750,000 units,
with a maximum offering amount of $75,000,000. 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 anticipate the offering of units in the Partnership most
likely will close one year from the date hereof. In no event will the offering
close later than 24 months from the date of this Prospectus. 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 the Partnership at any time.
MINIMUM OFFERING--Unless the Partnership receives subscriptions for 12,000
units prior to the completion of its offering period, no units will be issued,
and all funds received in connection with 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 the Partnership has been
achieved.
ESCROW AGENT; DISTRIBUTION OF ESCROW INTEREST--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 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 the 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 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.
The interest earned on your investment will be paid to you upon admission to the
Partnership. If you are not admitted as a limited partner of the Partnership,
the interest will be paid when your investment funds are returned.
5
<PAGE>
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 the 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 the Partnership as limited partners. After the initial closing, the
Partnership intends to hold daily closings until the offering is completed or
terminated.
6
<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 PARTNERSHIP'S BUSINESS, OPERATING RESULTS AND FINANCIAL
CONDITION COULD BE ADVERSELY AFFECTED BY ANY OF THE FOLLOWING RISKS, WHICH COULD
RESULT IN THE 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 PARTNERSHIP'S INVESTMENT PORTFOLIOS IS
CURRENTLY UNKNOWN
The ultimate composition of the Partnership's 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
Partnership is ready to invest its funds. We may vary the Partnership's
investment portfolio 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) is
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 PARTNERSHIP'S 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, and certain assets may
have little or no value at that time. 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 Partnership's 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 PARTNERSHIP MAY NOT BE ABLE
TO DIVERSIFY ITS INVESTMENTS
The Partnership may begin operations with minimum capitalization of
approximately $1,200,000. Our ability to diversify the Partnership'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
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<PAGE>
number of units are sold, the Partnership will not be able to achieve as much
portfolio diversification as it could with more capital. See "SOURCES AND USES
OF OFFERING PROCEEDS."
IF ANY USED EQUIPMENT THAT IS ACQUIRED HAS NOT BEEN PROPERLY MAINTAINED, THE
PARTNERSHIP 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 Partnership 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 Partnership whole for all of its investment in
the transaction or its 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 PARTNERSHIP MAY INVEST IN OPTIONS THAT COULD BECOME UNPROFITABLE IF THE
PARTY GRANTING THE OPTION FILES FOR BANKRUPTCY
The Partnership 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 Partnership might be unable to
enforce the option or recover the option price paid.
THE PARTNERSHIP COULD INCUR LOSSES IF A LESSEE OR BORROWER DEFAULTS
If a lessee or borrower defaults on its payment obligations, the 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. The 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, the 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 the 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 the Partnership to acquire some of its investments for
cash, we intend to have the Partnership 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
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<PAGE>
permits the Partnership to acquire a greater number and variety of investments,
it may also increase the Partnership's 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 Partnership 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 the 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.
LEASING EQUIPMENT IN FOREIGN COUNTRIES MAY BE RISKIER THAN LEASING IN THE
UNITED STATES
If the Partnership leases equipment outside the United States, regulations
of other countries will apply which may adversely effect the Partnership's 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
Partnership's investments.
It may be difficult for the Partnership to repossess its equipment if a
foreign lessee defaults. The Partnership may have difficulty enforcing its
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 Partnership 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 PARTNERSHIP COULD INCUR LOSSES AS A RESULT OF FOREIGN CURRENCY
FLUCTUATION
The Partnership may enter into foreign leasing or financing transactions for
which they would receive payments in foreign currencies. In these cases, the
Partnership may enter into a contract to protect from fluctuations in the
currency exchange rate. These contracts, known as hedge contracts, would allow
the Partnership 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
Partnership would probably continue to meet its obligations under the hedge
contract by acquiring the foreign currency equivalent of the missing payments,
but at possibly unfavorable exchange rates.
Furthermore, when the 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 the
Partnership's income from such a transaction, as measured in U.S. dollars.
INVESTMENT IN JOINT VENTURES MAY SUBJECT THE PARTNERSHIP TO RISKS RELATING
TO ITS CO-INVESTORS
The Partnership Agreement permits the Partnership 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 Partnership's co-investors might become bankrupt or have
economic or business interests or goals that are inconsistent with those of the
Partnership and want to manage the joint ventures in ways that do not maximize
the return to the Partnership. Among other things,
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<PAGE>
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
Partnership. 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 Partnership could suffer a total loss of investments in affected equipment.
THE PARTNERSHIP COULD SUFFER LOSSES IF IT FAILS 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
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 Partnership 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 Partnership 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, we have not
experienced any material year 2000 problems, nor are we aware of any material
problems experienced by any lessee or borrower.
CONFLICTS OF INTEREST
The Partnership will be subject to various conflicts of interest arising out
of its relationship 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 Partnership utilizes debt to fund these
transactions;
- the lack of prohibitions in the Partnership Agreement on our ability to
compete with the Partnership for equipment acquisitions and other types of
business;
- our discretion to determine when to distribute cash flow to the limited
partners or to the Partnership's reserve account could be affected by the
fact that deficient reserves relative to the Partnership's contingent
liabilities may expose us to liability to creditors of the Partnership;
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<PAGE>
- our opportunities to earn fees for referring a prospective lessee to
lessors other than the Partnership;
- the fact that the dealer-manager, who is affiliated with us and is not an
independent securities firm, will review and investigate the Partnership
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 Partnership 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 PARTNERSHIP
The Partnership will not employ its own full-time officers, directors or
employees. Instead, we will supervise and control the business affairs of the
Partnership. Our officers and employees will only devote the amount of time they
think is necessary to conduct the Partnership's 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.
INVESTMENT RISKS
YOU WILL HAVE LIMITED VOTING RIGHTS AND NO MANAGEMENT AUTHORITY
We will make all management decisions for the Partnership, including
determining which equipment it will purchase and which financing transactions it
will enter into. The success of the Partnership 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 Partnership or
establishing the Partnership's 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 the 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. The 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 the Partnership and us. See Section 13.2 of the
Partnership Agreement, entitled "Limited Voting Rights of the Limited
Partners."
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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 in 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. The 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 Partnership's
cash flows, we may determine it is in the best interest of the Partnership 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."
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 the 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 the Partnership redeem up to 100% of your units.
The Partnership is under no obligation to do so,
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however, and will not maintain any cash reserve for this purpose. If we allow
the 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 Partnership and is not binding on the
IRS. In addition, the IRS has not ruled on any federal income tax issue in
relation to the Partnership. 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 Partnership. If an audit adjusts the
Partnership's 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 Partnership, 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 Partnership will not reimburse you for
any legal and accounting expenses you incur because of an examination of your
income tax return. Nor will the 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 PARTNERSHIP AS A CORPORATION, YOU WILL LOSE TAX
BENEFITS
If the IRS successfully contends that the 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 the Partnership would not pass through to you;
- the 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."
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THE PARTNERSHIP COULD LOSE COST RECOVERY OR DEPRECIATION DEDUCTIONS IF THE
IRS TREATS ITS LEASES AS SALES OR FINANCINGS
We expect that, for federal income tax purposes, the Partnership will be
treated as the owner and lessor of the equipment it owns or co-owns and/or
leases. However, the IRS may challenge the leases and instead assert that they
are sales or financings. If the IRS determines that the Partnership is not the
owner of its equipment, it would not be entitled to cost recovery, depreciation
or amortization deductions, and its 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 Partnership 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 Partnership's operations will
constitute passive activities, you can only use losses from the Partnership 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
AGREEMENT PROVIDES
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 Agreement
allocates. 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 Partnership's leasing income will constitute UBTI, as
will a portion of its 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
Partnership 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."
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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 Partnership 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. The
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.
THE ASSETS OF THE PARTNERSHIP 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."
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SOURCES AND USES OF OFFERING PROCEEDS
The first table below is our best estimate of the use of the offering
proceeds if only the minimum number of units (12,000) is sold. Because the
Partnership has 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. The second table below is our estimate of our fees and expenses
expressed as a percentage of total assets, assuming the maximum number of units
(750,000) is sold. Assuming we sell the maximum number of units offered
(750,000) and receive $75,000,000 of funds to invest in the Partnership, we
project that we will invest 80.21% of the offering proceeds in leases and
financing transactions.
<TABLE>
<CAPTION>
FEES AND EXPENSES
AS A % OF
-----------------------
MINIMUM OFFERING OFFERING
OF 12,000 UNITS PROCEEDS ASSETS
---------------- ---------- ----------
<S> <C> <C> <C>
Offering Proceeds(1)--Assets......................... $1,200,000 $1,200,000 $2,883,333
Expenses:
Sales Commissions(2)................................. (96,000) 8.00% 3.33%
Underwriting Fees(3)................................. (24,000) 2.00% 0.83%
O&O Expense Allowance(4)............................. (42,000) 3.50% 1.46%
---------- ---------- ----------
Public Offering Expenses............................. (162,000) 13.50% 5.62%
Acquisition Fees(5).................................. (86,500) 7.21% 3.00%
Fees and Expenses as % of Offering Proceeds(6)....... 20.71%
Fees and Expenses as % of Assets..................... 8.62%
</TABLE>
<TABLE>
<CAPTION>
FEES AND EXPENSES
AS A % OF
--------------------------
MAXIMUM OFFERING OFFERING
OF 750,000 UNITS PROCEEDS ASSETS
---------------- ----------- ------------
<S> <C> <C> <C>
Offering Proceeds(1).............................. $75,000,000 $75,000,000 $182,291,677
Expenses:
Sales Commissions(2).............................. (6,000,000) 8.00% 3.29%
Underwriting Fees(3).............................. (1,500,000) 2.00% 0.82%
O&O Expense Allowance(4).......................... (1,875,000) 2.50% 1.03%
----------- ----------- ------------
Public Offering Expenses.......................... (9,375,000) 12.50% 5.14%
Acquisition Fees(5)............................... (5,468,750) 7.29% 3.00%
Fees and Expenses as % of Offering Proceeds(6).... 19.79%
Fees and Expenses as % of Assets.................. 8.14%
</TABLE>
------------------------
(1) Excluding $1,000 contributed by both the original limited partner and us to
the Partnership at the time of its formation. Upon the initial closing date
of the Partnership, the original limited partner will withdraw from the
Partnership and his capital contribution of $1,000 will be refunded.
(2) The 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) The 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.
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(4) The 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 Partnership 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 Partnership and offering units for sale, which may
include legal, accounting, printing, advertising and promotional
expenses for preparing the Partnership 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 Partnership.
(5) Acquisition fees are computed by multiplying 3.0% times the total purchase
price of the Partnership's investments purchased with both offering proceeds
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) The 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.
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<PAGE>
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 Partnership. Some of this compensation will be paid
regardless of the success or profitability of the Partnership's 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).
ORGANIZATION AND OFFERING STAGE
<TABLE>
<CAPTION>
TYPE OF COMPENSATION METHOD OF COMPENSATION ESTIMATED DOLLAR AMOUNT
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
UNDERWRITING FEE--payable to 2.0% ($2.00 per unit) of the $24,000 if the minimum
ICON Securities Corp., the offering proceeds on all offering of 12,000 units is
dealer-manager units sold. sold per Partnership, up to a
maximum of $1,500,000 if all
750,000 units are sold.
SALES COMMISSION--expected to 8.0% ($8.00 per unit) of the Not determinable at this
be paid primarily to selling offering proceeds from all time.
dealers with only a small units sold, other than for If all units sold were sold
amount expected to be paid to units sold to affiliated by the dealer-manager, which
ICON Securities Corp. limited partners which shall we do not expect, the maximum
be sold on a net of sales amount of sales commissions
commission basis. that the dealer-manager could
receive would be $96,000 if
the minimum offering of
12,000 units is sold and
$6,000,000 if all 750,000
units are sold. 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-- 3.5% ($3.50 per unit) of the Not determinable at this
payable to us or the dealer- first $25,000,000 of offering time.
manager, or both, for proceeds; 2.5% ($2.50 per A minimum of $42,000 if the
organizational and offering unit) of offering proceeds in minimum offering of 12,000
expenses excess of $25,000,000 but units is sold, up to a
less than $50,000,000; and maximum of $1,875,000 if all
1.5% ($1.50 per unit) of 750,000 units are sold.
offering proceeds exceeding
$50,000,000, on a
non-accountable 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
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
TYPE OF COMPENSATION METHOD OF COMPENSATION ESTIMATED DOLLAR AMOUNT
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
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.
OPERATIONAL STAGE
ACQUISITION FEE--payable to 3.0% of Total acquisition fees would
us. (a) the purchase price paid equal 11.5% of offering
by the Partnership to the proceeds (or $138,000) if the
seller of each item of minimum offering of 12,000
equipment acquired or units is sold) and 7.10% of
residual value interest offering proceeds (or
acquired; the fee includes $5,328,102 if all 750,000
debt incurred or assumed or units are sold). In both
debt which would be assumed instances this assumes that
if the option to acquire a total Partnership
residual value interest were indebtedness will equal 67%
immediately exercised; and of the purchase price of all
(b) the principal amount of investments.
each financing transaction
entered into or acquired by
the Partnership.(1)
In calculating acquisition
fees, fees payable by or on
behalf of
</TABLE>
------------------------
(1) Total acquisition 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 fees 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 Partnership's
investments) so utilized. As a result, if the Partnership utilized
indebtedness equal to 67% of the cost of the Partnership's investments, the
Partnership would be able to pay total front-end fees equal to 19.60% of
offering proceeds and acquisition fees would be limited to 7.5% of offering
proceeds. As also described in the above table, we will be entitled to
receive acquisition fees from the Partnership for evaluating, selecting,
negotiating and closing the acquisition of the Partnership's equipment and
entering into financing Transactions. In addition, sellers of equipment to
the Partnership 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.
19
<PAGE>
<TABLE>
<CAPTION>
TYPE OF COMPENSATION METHOD OF COMPENSATION ESTIMATED DOLLAR AMOUNT
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
the 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
Partnership's 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
Partnership's equipment, or
(b) 75% of the offering
proceeds.
MANAGEMENT FEE--payable to us The LESSER of: Not determinable at this
for actively managing the (i)(a) 5% of gross rental time.
leasing, re-leasing, payments from operating We have agreed to
financing and refinancing of lease, except operating subordinate, without
Partnership leases and leases for which management interest, our receipt of
financing transactions services are performed by monthly payments of the
non-affiliates under our management fees to the
supervision for which 1% of limited partners' receipt of
annual gross rental payments first cash distributions
shall be payable; until the earlier of (1) the
(b) 2% of gross rental limited partners' receipt of
payments and debt service all accrued but previously
payments from fullpayout unpaid, and current,
leases with net lease installments of first cash
provisions, 2% of annual distributions or
gross principal and interest (2) expiration of the
payments from financing reinvestment period. Any
transactions; management fee deferred will
(c) and 7% of gross rental be deferred without interest
payments from equipment during the reinvestment
operated by the Partnership period until the limited
as provided in NASAA partners have received all
Guidelines accrued and previously unpaid
Section IV.E.4(2); or first cash distributions.
(ii) management fees which Management fees payable with
are competitive and/or respect to investments
customarily charged by others acquired by the Partnership
rendering similar services as prior to the effective date
an ongoing of our withdrawal as general
partner 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 Partnership's equipment and similar
services, we may charge the Partnership a management fee not to exceed 7.0% of
the gross rental payments from equipment operated by the Partnership.
20
<PAGE>
<TABLE>
<CAPTION>
TYPE OF COMPENSATION METHOD OF COMPENSATION ESTIMATED DOLLAR AMOUNT
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
public activity in the same payable to us despite our
geographic location for withdrawal as and when the
similar equipment and Partnership receives the
financing transactions. rental proceeds from the
investments creating the
obligation to pay the
management fees.
CASH FLOW--share Prior to payout, which is the Not determinable at this
distributable to us time when cash distributions time.
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
99:1 until that level of
distributions has been
achieved.
SUBORDINATED REMARKETING For sales of equipment and Not determinable at this
FEE--payable to us for financing transactions, an time.
arranging the sale of the amount equal to the lesser of
Partnership's equipment (1) 3.0% of the contract
financing transactions. sales price for the
Partnership's 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.
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
TYPE OF COMPENSATION METHOD OF COMPENSATION ESTIMATED DOLLAR AMOUNT
----------------------------- ----------------------------- -----------------------------
<S> <C> <C>
REIMBURSEMENT FOR OUT-OF- The Partnership will Not determinable at this
POCKET ACQUISITION EXPENSES reimburse our affiliates and time.
DIRECTLY ATTRIBUTABLE TO THE us for some expenses incurred
ACQUISITION OF EQUIPMENT-- in connection with the
payable to us and our Partnership's operations.
affiliates(3)
INTEREST IN PROFITS OR LOSSES
PARTNERSHIP'S PROFITS AND We will be allocated shares Not determinable at this
LOSSES FOR TAX of the Partnership's profits time.
PURPOSES--share allocable to and losses for tax purposes
us that generally approximate
our share of available cash
from operations and from
sales.
</TABLE>
------------------------
(3) In the event we or an affiliate purchases equipment with our own funds in
order to facilitate the later purchase by the Partnership, or borrows on
behalf of the 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.
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 Partnership and offering units for sale, which may
include legal, accounting, printing advertising and promotional
expenses for preparing the Partnership 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 Partnership.
In addition to the O & O Expense Allowance, the Partnership will reimburse
us and our affiliates for: (1) the actual costs of goods and materials used for
or by the Partnership and obtained from unaffiliated parties; (2) expenses
related to the purchase, operation, financing and disposition of the
Partnership's leases and financing transactions incurred prior to the time that
the Partnership has funds available to pay such expenses directly; and
(3) administrative services necessary to the prudent operation of the
Partnership (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 Partnership would be required to pay to independent parties for
comparable services. The 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 Partnership that may actually be paid by the
Partnership to us. No reimbursement is permitted for services
22
<PAGE>
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 the Partnership is not permitted to pay any remuneration to any of our
or our affiliates' officers or directors for services on the 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 Partnership will also directly pay third parties for
services provided to the Partnership 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.
23
<PAGE>
CONFLICTS OF INTEREST
The Partnership will be subject to various conflicts of interest arising out
of its relationship 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 Partnership and limits our
compensation from the Partnership. 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 Partnership's 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 Partnership and the
dealer-manager. The limited partners, as a group, have not been represented by
legal counsel and the Partnership's 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 Partnership 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
Partnership 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 the Partnership and us, we will
have the 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 Partnership. 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 this offering and upon, or from, the Partnership's 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 Partnership's 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 Partnership 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 the Partnership's investments with borrowings of
approximately 67% of the aggregate purchase price of the Partnership's 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's
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 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 the
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 Partnership's 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%, the
24
<PAGE>
Partnership's permitted leverage may rise to 75% when reinvestment proceeds are
reinvested by the Partnership. See "OUR COMPENSATION."
COMPETITION WITH THE PARTNERSHIP 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 Partnership's and may be in a position to
acquire the same investments at the same time as the Partnership. See
"RELATIONSHIPS WITH SOME OF OUR AFFILIATES" and "MANAGEMENT" for a chart of and
a description of our relationship to the Partnership.
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 Partnership
(including equipment acquisition, financing, refinancing, leasing and re-leasing
opportunities) shall be presented to the Partnership FIRST except in the
following circumstances:
- The required cash investment is greater than the cash that the Partnership
has available for investment;
- The amount of debt to be incurred or assumed is above levels that we
believe are acceptable for the Partnership;
- The equipment type is not appropriate to the Partnership's objectives,
which include seeking to avoid concentrations of exposure to any one class
of equipment;
- The lessee's credit quality does not satisfy the Partnership's 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 Partnership's investments;
- The Partnership's available cash flow is not commensurate with its need to
make distributions during the 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 Partnership's 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 the
Partnership and us or between the 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 the
Partnership. If the investments available from time to time to the 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 Partnership) 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
25
<PAGE>
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 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 Partnership's 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
Partnership's cash flow to maintain or increase the amount in the reserve
account. Because we may be exposed to liability to creditors of the Partnership
if there is a deficiency in the amount of reserves relative to the Partnership's
contingent liabilities, we may have a conflict of interest in determining when
to allocate cash flow for distribution to you or to the Partnership's reserve
account.
JOINT VENTURES
For added diversification, the Partnership may invest in joint ventures with
other programs that we or others sponsor and manage. If the 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 Partnership. 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
Partnership. This could involve conflicts of interest because we would receive
compensation as a result of the referral even though the Partnership would not
receive any benefits. Section 6.5 of the Partnership Agreement provides that, if
the Partnership has 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 Partnership for Equipment," we decide that the investment in question is
inconsistent with the investment and diversification objectives of the
Partnership.
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 Partnership 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 Partnership's 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 Partnership by any settlement. While we will seek
to take into consideration your interest in agreeing to any settlement of any
disputed items of Partnership's 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.
26
<PAGE>
FIDUCIARY RESPONSIBILITY
CONFLICTS
GENERAL. The Partnership Agreement makes us accountable to the Partnership
as a fiduciary. Therefore, we must always act with integrity and good faith, and
exercise due diligence in conducting the business of the Partnership 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 Partnership.
MODIFICATION. Section 6.5 of the Partnership Agreement includes provisions
to resolve conflicts of interest that may arise between the Partnership 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 Partnership shall be presented to the Partnership 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 Partnership 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 Partnership.
The foregoing modifications permit us to act as a general partner to more
than one similar investment program, and we believe the Partnership should
benefit from our resulting experience. The modifications also permit the
Partnership 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 Partnership's and other programs' investment
objectives, especially including that of investment diversification.
INDEMNIFICATION
The Partnership Agreement limits our liability to the Partnership and to
you. The Partnership will indemnify us and our affiliates, from the
Partnership's 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 Partnership;
(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 Partnership may be limited. However, we and
each of our affiliates will be liable, responsible and accountable, and the
Partnership will not be so liable for, liability, loss, cost or expense due to
our or our
27
<PAGE>
affiliate's fraud, negligence, misconduct or breach of fiduciary duty to the
Partnership or any partner, as determined by a court. The Partnership will 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 Partnership's assets by the amount
paid and could reduce the amount of distributions subsequently made to you.
The Partnership is 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;
(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 you or your legal representative a copy of the Form 10-K and true
and full information concerning the Partnership's affairs. Further, you may
inspect or copy the Partnership's 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 the 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.
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<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 Partnership, we are the general partner
of: 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., and we were the general
partner of ICON Cash Flow Partners, L.P., Series A which was liquidated and
dissolved in 1999. 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
Partnership. 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 Partnership and for our prior public programs (such as
criteria for creditworthiness, equipment types, excess transaction size or
concentration by lessee, location or industry).
PRIOR PROGRAMS SUBSCRIPTIONS AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
NO. OF TOTAL
LIMITED PARTNERSHIP INVESTORS SUBSCRIPTIONS
------------------- --------- -------------
<S> <C> <C>
Series A (dissolved in 1999)........................... 226 $ 2,504,500
Series B............................................... 1,756 20,000,000
Series C............................................... 1,741 20,000,000
Series D............................................... 3,060 40,000,000
Series E............................................... 3,753 61,041,151
L.P. Six............................................... 2,283 38,385,712
L.P. Seven............................................. 4,650 99,999,682
Eight A................................................ 2,430 59,518,458
</TABLE>
Our prior public programs are all actively engaged in purchasing equipment
and entering into and acquiring leases and financing transactions. As of
December 31, 1999, our prior public programs had originated or acquired
investments as follows:
INVESTMENTS ORIGINATED OR
ACQUIRED BY PRIOR PUBLIC PROGRAMS
AS OF DECEMBER 31, 1999
(ALL AMOUNTS IN DOLLARS OF ORIGINAL ACQUISITION COST)
<TABLE>
<CAPTION>
LIMITED PARTNERSHIP LEASED EQUIPMENT FINANCING TRANSACTIONS TOTAL INVESTMENTS
------------------- ---------------- ---------------------- -----------------
<S> <C> <C> <C>
Series A................... $ 6,226,774 $ 1,556,694 $ 7,783,468
Series B................... $ 63,732,913 $ 4,068,058 $ 67,800,971
Series C................... $ 69,021,386 $ 3,632,705 $ 72,654,090
Series D................... $116,714,143 $20,596,614 $137,310,757
Series E................... $243,851,134 $35,474,334 $279,325,468
L.P. Six................... $152,822,820 $13,288,941 $166,111,761
L.P. Seven................. $309,824,776 $ 1,556,908 $311,381,684
Eight A.................... $139,378,509 $ 0 $139,378,509
</TABLE>
As of December 31, 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.
29
<PAGE>
INVESTMENT PORTFOLIO OF
PRIOR PROGRAMS AS OF
DECEMBER 31, 1999
<TABLE>
<CAPTION>
LIMITED LEASED FINANCING TOTAL
PARTNERSHIP EQUIPMENT TRANSACTIONS INVESTMENTS
----------- ----------- ------------ -----------
<S> <C> <C> <C>
Series A............................... -- -- --
Series B............................... $ 1,377,689 $ 582,976 1,960,665
Series C............................... 1,081,788 1,100,636 2,182,424
Series D............................... 17,016,650 1,915,899 18,932,549
Series E............................... 75,184,007 27,916,178 103,100,185
L.P. Six............................... 46,116,063 2,204,250 48,320,313
L.P. Seven............................. 274,823,670 1,903,741 276,727,411
Eight A................................ 136,275,272 136,275,272
</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 Eight A for each year from their dates of formation through
December 31, 1999 are included in TABLE III of Exhibit B to the Prospectus.
Additional investment information concerning such Programs as of December 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 has assisted Series A, and we believe will assist
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;
30
<PAGE>
(6) effective January 31, 1995, amending the partnership agreement of
Series A, by vote of a majority of its limited partners, to:
(a) extend the reinvestment period of Series A by not less than 2 nor
more than 4 years;
(b) authorize 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 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 THE
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.
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<PAGE>
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.
[LOGO]
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<PAGE>
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 Partnership. Our principal offices
are located at 111 Church Street, White Plains, New York 10601 ((914)
993-1700), 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 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:
<TABLE>
<S> <C>
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
</TABLE>
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
33
<PAGE>
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.
34
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
GENERAL
INVESTMENT OBJECTIVES. The Partnership will purchase various types of
equipment that it will lease or is already being leased at the time of purchase.
The Partnership 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 Partnership, beginning the
month after the month you are admitted as a limited partner;
(3) DIVERSIFICATION TO REDUCE RISK: to purchase 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 Partnership.
Creditworthy lessees and borrowers lessen the Partnership's 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 Partnership's equipment and
other assets, compares favorably with other illiquid investments that do
not guarantee a return of principal.
We expect the Partnership initially to invest the sum of the following:
- 75% of the funds received 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 the 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 Partnership 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 Partnership will
be the outright purchase of equipment which is already subject to lease. The
Partnership will purchase equipment either in its own name or through a special
purpose entity it owns. The Partnership may, in some case jointly purchase
equipment with other programs we manage or unaffiliated third parties. From this
type of investment, the Partnership should generate cash flow from leasing the
equipment and should ultimately receive sales proceeds when it sells the
equipment.
Some of the Partnership's 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 the 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 Partnership may also, on occasion,
35
<PAGE>
make other commitments to lease, purchase or purchase options in equipment in
the future on conditions that we believe are in the Partnership's 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 Partnership will primarily acquire equipment subject to an existing
lease with a lessee that is not affiliated with us. In most instances we expect
the Partnership 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 Partnership will lease equipment
and the lessee will make periodic payments to the Partnership, 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 Partnership will depend on its
ability to realize the equipment's residual value. In some of the Partnership's
lease transactions, all of the return on its 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 the Partnership borrow funds, or
"leverage," as a means of acquiring and building a pool of investments and
related receivables. When the Partnership enters into a leveraged lease, the
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 Partnership's 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 the Partnership
other than to foreclose on the 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 Partnership may purchase options to acquire equipment, usually
for a fixed price, upon the expiration of an existing lease. The 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;
36
<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 Partnership's 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
the 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 Partnership 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, the 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 Partnership 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 Partnership's objectives. Second, the lessee whose lease obligations
are being hedged must be superior from a credit standpoint since the 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 Partnership 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
Partnership's 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 Partnership 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
37
<PAGE>
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
Partnership 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.
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 Partnership's
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 Partnership's
investments will be in used equipment, that is, equipment initially delivered to
the current lessee more than two months prior to the Partnership's 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
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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 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 Partnership to invest in 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 Partnership's
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
Partnership's operating results, general economic conditions, tax
considerations, the nature and condition of items of equipment, the financial
condition of the parties obligated to make payments under leases and financing
transactions, alternate investment opportunities then available to the
Partnership and other factors that we deem appropriate to the evaluation.
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Following the expiration of any lease, the Partnership 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
The 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 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
The 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, the
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. The Partnership may also repurchase its units if the
repurchasing does not impair the operations of the Partnership's investment
program.
INTERIM FINANCING
We or any of our affiliates (but not our prior programs) may acquire
equipment for the Partnership on an interim basis not to exceed six months, so
long as the acquisition is in the best interest of the 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
the 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.
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CASH DISTRIBUTIONS
WHILE IT IS THE PARTNERSHIP'S 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 the 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 Partnership's period of active investment and reinvestment, which
ends 5 years after the Partnership's 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) the 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 the
Partnership to make monthly cash distributions. Furthermore, the Partnership's
ability to make cash distributions to the limited partners may be subject to
restrictions imposed upon the 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 the 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 the 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
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subject to the availability of funds, there can be no assurance that any
anticipated monthly distributions will be made.
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 the 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 the 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, the 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 PARTNERSHIP'S INVESTMENTS
After the reinvestment period, the 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. The 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 the
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 the Partnership's investments, and the amount of cash
flow, if any, that the 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 the 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 the Partnership to constitute
"plan assets." See "INVESTMENT BY QUALIFIED PLANS."
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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 THIS PARTNERSHIP 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 Partnership's classification as a partnership
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 Partnership. 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, the 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 the Partnership will be conducted as
described in this prospectus; and (2) the Partnership will not 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 the 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 the 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
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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
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 Partnership like a corporation for tax purposes, by
classifying it as a "publicly traded partnership." Were that to happen, the
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 the 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 Partnership 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 Partnership's operations will
constitute passive activities, you can only use losses from the Partnership 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 the
Partnership's income. We expect that, for federal income tax purposes, the
Partnership's equipment leases will be treated as true leases and the
Partnership will be considered the owner and lessor 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 Partnership. 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.
We do not intend to list the units in the 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, the 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;
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(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 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 Partnership as a
PTP. 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 the 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 Partnership's business will be the
leasing and financing of personal (but not real) property, and income from this
source is not "qualified." Thus, if the Partnership were a PTP, it would be
taxed as a corporation. The major consequences of corporate tax treatment would
be that the Partnership's losses would not be passed through to the partners,
and its income could be subject to corporate income tax. If the Partnership were
taxed as a corporation, 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 the Partnership is classified as a partnership under federal tax
law, it 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 Partnership necessary
to prepare your federal income tax return not later than 75 days after the end
of each fiscal year. The 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. The 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, the 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 Partnership's taxable income in the initial years of the
Partnership's 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 Partnership's
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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.
The 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.
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 Partnership's 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 the
Partnership is closed to new investors), 99% of the 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,
the Partnership's 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 Partnership, 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 the 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 Partnership's allocation of income, gain, loss,
deductions, or credits if:
(a) the allocation has substantial economic effect, or
(b) the partners can show that the allocation accords with the partner's
interest in the partnership, or
(c) 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.
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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 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).
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A passive activity is one that involves the conduct of a trade or business
in which the taxpayer does not materially participate. 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 the 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 the 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. The Partnership
has been structured to avoid being classified as a PTP; however, these
rules mean that income or losses from the Partnership may not be used to offset
any losses or income you may 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 the Partnership's recourse liabilities, like trade
payables. Nor will you be at risk with respect to nonrecourse liabilities
incurred by the 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 the 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.
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DEDUCTIONS FOR ORGANIZATIONAL AND OFFERING EXPENSES; START-UP COSTS
The costs of organizing the 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 the 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, or as a financing or refinancing
arrangement, where ownership shifts to a purchaser, the nominal lessee.
Whether the 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 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 the 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 Partnership 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.
The 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
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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 the
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 the 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 Partnership 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
- 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;
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(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
Partnership. Taxable income from the Partnership, 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 Partnership's taxable income will be treated as United States
source business income in the hands of foreign limited partners for which no
exemption is available. See "--Foreign Investors." Therefore, 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
Partnership 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. The 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 Partnership 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.
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 the
Partnership were to sell property on an installment basis, all depreciation
recapture income is recognized at the time of sale, even though the payments are
received in later taxable years.
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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 the
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 the 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 the 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.
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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 the 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, the 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 the 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 the 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 the Partnership from the IRS. While the
Partnership (and any joint ventures in which the Partnership participates)
intends 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
Partnership or any joint venture involving the Partnership, and it may not agree
with some or all of the tax positions we take.
An audit of the 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 the 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 the 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 the 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 the Partnership's tax
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matters partner in the Partnership Agreement. Only limited partners having at
least a 1% interest in the Partnership will be entitled to receive a separate
notice from the IRS of any audit of the 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 the 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 the
Partnership. We are required to keep you informed of any administrative and
judicial proceedings involving the tax matters of the Partnership. Also, we will
keep you advised of any significant audit activities with respect to the
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 the
Partnership and its limited partners, all examinations by tax authorities
relating to the Partnership at the expense of the Partnership. See "SUMMARY OF
THE PARTNERSHIP AGREEMENT." A tax controversy could result in substantial legal
and accounting expenses being charged to the 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:
- 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;
- mining exploration and development costs are capitalized and amortized
over ten years;
- magazine circulation expenditures are amortized over three years;
- research and experimental expenditures are amortized over ten years;
- miscellaneous itemized deductions are not allowed;
- medical expenses are deductible only to the extent they exceed 10% of
adjusted gross income;
- state and local property and income taxes are not deductible;
- interest deductions are restricted;
- the standard deduction and personal exemptions are not allowed;
- only some types of operating losses are deductible; and
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- 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
(3) private activity bond interest.
We do not anticipate that any significant tax preference items will be
generated by the 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 the Partnership will depreciate its equipment using the
straight-line method. Therefore, the 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 the 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 Partnership, 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 the 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 the Partnership for the purpose of providing an economic
profit, and anticipate that the 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 the Partnership's activities as not being engaged in for
profit, any deductions of the Partnership in excess of its income might be
permanently disallowed.
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FOREIGN SOURCE TAXABLE INCOME
Rental income and interest received by the Partnership 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 Partnership sells
equipment. Tax treaties between some countries and the United States may reduce
or eliminate such taxes. The foreign activities of the Partnership, 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 Partnership's 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 Partnership; 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 (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 Partnership's 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 Partnership will be treated as owned
by the limited partners, and indebtedness incurred by the Partnership 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 Partnership. In addition, any foreign losses generated by the
Partnership could reduce the tax credits available to you from foreign source
income unrelated to the Partnership. 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. The
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 the 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 the
Partnership, with the result that your cumulative tax liability during the first
five years might be reduced, we will register the Partnership as a "tax shelter"
with the IRS and the Partnership will have a tax shelter registration number.
However, if the Partnership is a projected income investment, you are not
required to include the Partnership's registration number on your tax returns.
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Even though the Partnership may be a projected income investment, it 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 the 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 the 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 the 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 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 Partnership should not be treated as a "tax
shelter" within the meaning of this provision because (1) the 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 the 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 the
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 the Partnership's
income derived from that state. Any tax losses generated by the 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 the 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,
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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 the Partnership should be aware that, to a substantial
degree, the income of the 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, the 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 the Partnership's income, gains,
losses, and deductions. Additionally, the 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 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 the 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.
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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 IRA.
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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 the 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 the
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 the 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
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cannot be certain about the ultimate determination of the units being freely
transferable, or the determination of whether the 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.
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
Partnership, or any person who provides investment advice for a fee with respect
to the assets of the Partnership, or any affiliate of any such a person. See
"INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION
PROCEDURES--Minimum Investment." Whether the assets of the Partnership will
constitute "plan assets" is a factual issue which may depend in large part on
our ability throughout the life of the Partnership 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 Partnership; 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.
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CAPITALIZATION
The capitalization of the Partnership 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>
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) The Partnership 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 the Partnership 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 the Partnership's obligation to
pay sales commissions will be reduced accordingly. See "SOURCES AND USES OF
OFFERING PROCEEDS."
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MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
The Partnership had limited funds at its formation (February 7, 2000). To
date, the Partnership has not had any operations. The Partnership intends to use
the proceeds of this offering to acquire equipment and to establish initially
working capital reserves of approximately 1.0% of the offering proceeds per
unit. 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 may be
insufficient to satisfy the cash requirements of the Partnership, we anticipate
that we would obtain additional funds from the Partnership'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.
OPERATIONS
The Partnership 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, the Partnership will not begin to acquire
equipment or incur indebtedness. The level of indebtedness cannot be predicted
until the offering proceeds are mostly invested. If the Partnership requires
additional cash or we determine that it is in the best interests of the
Partnership to obtain additional funds to increase cash available for investment
or for any other proper business need, the Partnership may borrow, on a secured
or unsecured basis, amounts up to 80% of the aggregate purchase price of all
investments acquired by the Partnership. The Partnership currently has no
arrangements with, or commitments from, any lender with respect to any such
borrowings. See "INVESTMENT OBJECTIVES AND POLICIES--Acquisition Policies and
Procedures."
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SUMMARY OF THE PARTNERSHIP AGREEMENT
The following is a brief summary of the material provisions of the
Partnership's Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"). The Partnership Agreement sets forth the terms and
conditions upon which the 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 the Partnership as a limited partnership under the Delaware
Revised Uniform Limited Partnership Act with us as its general partner. A
limited partnership is a partnership having one or more general partners and one
or more limited partners. A limited partner ordinarily does not play a role in
the management or control of a partnership's affairs, and his 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 Partnership will be conducted under the name "ICON Income Fund Eight B
L.P.," with its principal office and place of business at 111 Church Street,
White Plains, New York 10601 (unless we change the offices with written notice
to you).
PURPOSES AND POWERS
We have organized the 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 the
Partnership.
DURATION OF PARTNERSHIP
The term of the Partnership commenced when we filed a Certificate of Limited
Partnership with the Delaware Secretary of State on February 7, 2000. It 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 the Partnership in exchange for a one percent (1%) partnership
interest.
ORIGINAL LIMITED PARTNER. The original limited partner made a capital
contribution of $1,000 to the Partnership 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 the Partnership, his
capital
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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 the 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 Partnership 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 Partnership. For example, we will have the right to make
investments for and on behalf of the Partnership and to manage the investments
and all other assets of the Partnership. You will not be permitted to
participate in the management of the Partnership. 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 Partnership. 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 Partnership's tax matters
partner and authorizes and directs us to represent the Partnership and its
limited partners in connection with all examinations of the Partnership's
affairs by tax authorities and any resulting administrative or judicial
proceedings, and to expend the Partnership's funds in doing so.
LIMITED PARTNERS. No limited partners 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.
LIMITATIONS ON OUR POWERS
The Partnership Agreement and Delaware law subjects us to limitations on how
we administer the business and affairs of the Partnership, 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, the 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 Partnership 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,
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borrowing money or obtaining financing for the Partnership or for other
purposes related to the business of the Partnership.
The Partnership may not make any loans to us or any of our affiliates. We or
any of our affiliates, however, may make loans to the Partnership, 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 Partnership could
obtain in an arm's-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 Partnership will not acquire any investments in exchange for units.
The Partnership may make investments in joint ventures provided that: we
determine that the investment is in the best interests of the 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
Partnership 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
Partnership 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 Partnership.
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 Partnership will indemnify us, our
affiliates and individual officers from the Partnership's 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."
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LIABILITY OF PARTNERS
OUR LIABILITY. We will be liable for all general obligations of the
Partnership to the extent not paid by the Partnership. However, neither we nor
any of our affiliates will have any personal liability for obligations of the
Partnership 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 Partnership. See "FIDUCIARY RESPONSIBILITY--Conflicts."
LIMITED LIABILITY OF THE LIMITED PARTNERS. You will have no personal
liability for any obligations or liabilities of the Partnership. 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 Partnership. However, if you participate in the management or
control of the 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 the 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 the Partnership for
the distribution if both of the following are true:
(1) after giving effect to the distribution, all liabilities of the
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 the Partnership, be subject to any assessment or be
required to contribute any additional capital to, or loan any funds to, the
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 the 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
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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, the 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 the 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:
(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 the 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 the Partnership is
subjected to an unexpected tax liability because of a particular partner. For
example, local taxes that are imposed on the Partnership because of a 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 the 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.
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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 the 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 activities of the Partnership after
the time our withdrawal becomes effective.
TRANSFER OF UNITS
WITHDRAWAL OF A LIMITED PARTNER. You may withdraw from the 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 the 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. The 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 the 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 the Partnership;
- the expiration of the term of the Partnership;
- the operations of the 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 the
Partnership under Delaware law.
LIQUIDATION OF THE PARTNERSHIP. When a dissolution event occurs, the
investments and other assets of the 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
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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 the 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 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 the Partnership;
- the sale of all or substantially all of the Partnership's assets, except
any sales in the ordinary course of liquidating the 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
the Partnership's business, or alter our rights, powers and duties as set forth
in the Partnership Agreement:
However:
(a) any amendment of the Partnership Agreement relating to how the
Partnership Agreement can be amended will require the consent of each
limited partner; and
(b) 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.
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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 the Partnership or the location of its principal
office.
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TRANSFER OF UNITS
WITHDRAWAL
You may withdraw from the Partnership only by selling or transferring all of
your units, or if all of your units are redeemed by the 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 the
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:
- to a minor or incompetent unless a guardian, custodian or conservator has
been appointed to handle the affairs of the person;
- to any person if, in the opinion of tax counsel, the assignment would
result in the termination of the Partnership's taxable year or its status
as a partnership for federal income tax purposes;
- to any person if the assignment would affect the Partnership's existence
or qualification as a limited partnership under Delaware law or the
applicable laws of any other jurisdiction in which the Partnership is
conducting business;
- to any person not permitted to be an assignee under applicable law,
including, without limitation, applicable federal and state securities
laws;
- 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;
- 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
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(B) the minimum number of units required to be purchased under minimum
investment standards applicable to your initial purchase of units;
- if, in our reasonable belief, the assignment might violate applicable law;
- if the effect of the assignment would be to cause the equity participation
in the Partnership by benefit plan investors to equal or exceed 25%; or
- 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
the 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
The 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 the Partnership redeem your units. In any calendar year,
the 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, the
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:
(a) during the second year of the reinvestment period, you will receive a
price equal to 90% of your original investment per unit;
(b) during the third year, you will receive a price equal to 92% of your
original investment per unit;
(c) during the fourth year, you will receive a price equal to 94% of your
original investment per unit;
(d) during the fifth year, you will receive a price equal to 96% of your
original investment per unit;
(e) 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;
(f) during the second year of the liquidation period, you will receive a
price equal to 100% of your original 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 the 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
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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 the 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 the Partnership's taxable year or of its federal income tax
status as a partnership. Any amounts used to redeem units will reduce the
Partnership's available funds for making investments and distributions to the
remaining limited partners.
In the event the 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 the 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 the Partnership.
CONSEQUENCES OF TRANSFER
Any units tendered to, and accepted by, the 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 the 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 the 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
the Partnership's equipment, substantially appreciated inventory items and
unrealized receivables. See "FEDERAL INCOME TAX CONSEQUENCES--Treatment of Cash
Distributions Upon Redemption."
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REPORTS TO LIMITED PARTNERS
ANNUAL REPORTS
By March 15 of each year, we will send you a statement of your share of the
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 Partnership's 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 the Partnership Agreement,
information regarding investments made by the Partnership during the
quarter.
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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 the Partnership will offer, on a best efforts basis, a maximum of
750,000 units, 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 the Partnership will begin on the date of this
Prospectus. We expect the offering period to terminate one year after the date
of this Prospectus, but in no event will the offering period for the Partnership
continue for longer than twenty-four months from the date of this Prospectus. We
have a reasonable period of time to conclude the Partnership's closing after the
termination of the Partnership's offering period. We may terminate the offering
period at our option at any time.
Subscribers will generally not have the right to withdraw or receive their
funds from the escrow account unless and until the offering of the Partnership
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. The 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. The Partnership will incur no
obligation to pay any sales commissions with respect to these purchases. The
purchase of units by us and our affiliates is 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
Partnership, 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 be paid only
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 the Partnership to us. See "OUR COMPENSATION."
The dealer-manager agreement and the selling dealer agreements contain
provisions for the Partnership to indemnify the participating selling dealers
with respect to some types of liabilities, including liabilities arising under
the Securities Act.
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 the 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 in the case of
residents of Pennsylvania) and the subscribers have been admitted as limited
partners on the initial closing
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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, 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 in the Partnership.
The funds representing their subscriptions will be released from the escrow
account or from the Partnership's 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 the 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.
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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 you have adequate financial means, do not need liquidity and are able to
make a long-term investment should you purchase units. Units are not an
appropriate investment if you must rely on cash distributions from the
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 the 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 have either:
(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, Maine, Michigan, 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 Nebraska or 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.
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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 the 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 the 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 the fact that your
plan or organization satisfies them does not mean that an
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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.
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;
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(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 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 the 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 the
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. Your 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 the 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 Partnership, 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
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sufficient to enable the selling dealer to determine that the investor has
satisfied the investor suitability standards described in this prospectus. Since
we, the 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
the 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 Partnership 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, the
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 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, the 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."
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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 the 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 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 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 Partnership 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, the Partnership has not
authorized the use of other sales materials in
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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
the 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 balance sheet of the Partnership 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 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."
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 Partnership and includes a copy of the Partnership
Agreement to be utilized by the Partnership, 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.
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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 PARTNERSHIP. 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 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 nine months ended December 31, 1999,
the audited balance sheet of the Partnership as of February 7, 2000 and the
unaudited balance sheet of the Partnership as of March 31, 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.
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INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
ICON INCOME FUND EIGHT B L.P.
Unaudited Balance Sheets--March 31, 2000.................... 87
Balance Sheets at March 31, 2000 and February 7, 2000..... 88
Notes to Balance Sheets................................... 89
Audited Balance Sheet--February 7, 2000..................... 90
Independent Auditors' Report.............................. 91
Balance Sheet at February 7, 2000......................... 92
Notes to Balance Sheet.................................... 93
ICON CAPITAL CORP.
Unaudited Financial Statements--December 31, 1999........... 94
Balance Sheets at December 31, 1999 and March 31, 1999.... 95
Statements of Income for the Nine Months Ended December
31, 1999 and December 31, 1998.......................... 96
Statements of Changes in Stockholders Equity for the Nine
Months Ended December 31, 1999 and For the Year Ended
March 31, 1999.......................................... 97
Statements of Cash Flows for the Nine Months Ended
December 31, 1999 and December 31, 1998................. 98
Notes to Financial Statements............................. 99
Audited Financial Statements--March 31, 1999 and 1998....... 101
Independent Auditors' Report.............................. 102
Balance Sheets at March 31, 1999 and March 31, 1998....... 103
Statements of Income for the Years Ended March 31, 1999
and March 31, 1998...................................... 104
Statements of Changes in Stockholder's Equity for the
Years Ended March 31, 1999, and March 31, 1998.......... 105
Statements of Cash Flows for the Years Ended March 31,
1999 and March 31, 1998................................. 106
Notes to Financial Statements............................. 107
</TABLE>
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ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 2000
(Unaudited)
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ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, FEBRUARY 7,
2000 2000
--------- -----------
<S> <C> <C>
ASSETS
Cash........................................................ $2,000 $2,000
------ ------
$2,000 $2,000
====== ======
LIABILITIES AND PARTNERS' EQUITY
Commitments and Contingencies
Partners' Equity
General Partner........................................... $1,000 $1,000
Limited Partner........................................... 1,000 1,000
------ ------
$2,000 $2,000
====== ======
</TABLE>
See accompanying notes to balance sheet.
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ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO BALANCE SHEETS
(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.
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ICON INCOME FUND EIGHT B L.P.
(A DELAWARE LIMITED PARTNERSHIP)
BALANCE SHEET
FEBRUARY 7, 2000
(With Independent Auditors' Report Thereon)
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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
91
<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
======
LIABILITIES AND PARTNERS' EQUITY
Commitments and Contingencies
Partners' Equity
General Partner........................................... $1,000
Limited Partner........................................... 1,000
------
$2,000
======
</TABLE>
See accompanying notes to balance sheet.
92
<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.
93
<PAGE>
ICON CAPITAL CORP.
FINANCIAL STATEMENTS
DECEMBER 31, 1999
(UNAUDITED)
94
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 1999
------------ -----------
ASSETS
<S> <C> <C>
Cash........................................................ $ 477,844 $ 774,338
Receivables from related parties............................ 5,242,857 3,613,449
Receivables from related parties--managed partnerships...... 272,095 475,000
Prepaid and other assets.................................... 437,282 269,898
Deferred charges............................................ 354,033 792,437
Fixed assets and leasehold improvements, at cost, less
accumulated depreciation and amortization of $542,283 and
$318,078.................................................. 1,607,579 1,937,646
----------- -----------
Total assets................................................ $ 8,391,690 $ 7,862,768
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses....................... $ 2,386,979 $ 1,971,710
Capital lease obligations................................... 1,359,641 1,557,081
Note payable................................................ 250,000 --
Deferred income taxes....................................... 968,977 876,245
Deferred gain on sale of furniture and fixtures............. 708,782 853,761
----------- -----------
Total liabilities........................................... 5,674,379 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......................................... 3,086,111 2,972,771
----------- -----------
3,817,311 3,703,971
Note receivable from stockholder............................ (1,100,000) (1,100,000)
----------- -----------
Total stockholder's equity.................................. 2,717,311 2,603,971
----------- -----------
Total liabilities and stockholder's equity.................. $ 8,391,690 $ 7,862,768
=========== ===========
</TABLE>
See accompanying notes to financial statements.
95
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
NINE MONTHS ENDING DECEMBER 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---------- -----------
<S> <C>> <C>
Revenues:
Fees--managed partnerships................................ $8,725,916 $10,186,199
Servicing fee--securitizations............................ 203,157 228,721
Interest income and other................................. 32,959 35,266
Management fees--securities............................... -- 758,129
---------- -----------
Total revenues.......................................... 8,962,032 11,208,315
---------- -----------
Expenses:
Management fee--Parent.................................... 4,562,193 --
General and administrative fee--Parent.................... 1,378,700 --
Selling, general and administrative....................... 1,588,213 8,310,345
Amortization of deferred charges.......................... 885,292 1,051,632
Depreciation and amortization (net of deferred gain Note
4)...................................................... 224,205 184,651
Interest expense.......................................... 117,357 132,263
---------- -----------
Total expenses.......................................... 8,755,960 9,678,891
---------- -----------
Income before provision for income taxes.................. 206,072 1,529,424
Provision for income taxes................................ 92,732 688,241
---------- -----------
Net income (loss)......................................... $ 113,340 $ 841,183
========== ===========
</TABLE>
See accompanying notes to financial statements.
96
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED DECEMBER 31, 1999
AND FOR THE YEAR ENDED MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK NOTE TOTAL
---------------------- 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, 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
Net income................. -- -- -- 113,340 -- 113,340
----- ------- -------- ---------- ----------- ----------
December 31, 1999.......... 1,500 $15,000 $716,200 $3,086,111 $(1,100,000) $2,717,311
===== ======= ======== ========== =========== ==========
</TABLE>
See accompanying notes to financial statements.
97
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 113,340 $ 841,183
----------- -----------
Adjustments to reconcile net income to net cash provided
by
operating activities:
Depreciation and amortization........................... 224,205 184,651
Amortization of deferred charges........................ 885,292 1,051,632
Deferred income taxes................................... 92,732 688,241
Changes in operating assets and liabilities:
Receivables from managed partnerships................. 202,905 72,025
Receivables from related parties...................... (1,629,408) 161,232
Prepaid and other assets.............................. (167,384) (136,446)
Accounts payable and accrued expenses................. 415,268 656,749
----------- -----------
Total adjustments................................... 23,610 2,678,084
----------- -----------
Net cash provided by operating activities................. 136,950 3,519,267
----------- -----------
Cash flows from investing activities:
Purchases of fixed assets and leasehold improvements...... (39,117) (443,870)
Increase in deferred charges.............................. (446,888) (1,221,748)
----------- -----------
Net cash used for investing activities.................... (486,005) (1,665,618)
----------- -----------
Cash flows from financing activities:
Proceeds from notes payable............................... 250,000 --
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........... (197,439) (164,450)
----------- -----------
Net cash provided by (used for) financing activities...... 52,561 (664,450)
----------- -----------
Net (decrease) increase in cash............................. (296,494) 1,189,199
Cash, beginning of period................................... 774,338 179,403
----------- -----------
Cash, end of period......................................... $ 477,844 $ 1,368,602
=========== ===========
</TABLE>
See accompanying notes to financial statements.
98
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 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 nine months
ended December 31, 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 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 $272,095 and
$475,000 at December 31, 1999 and March 31, 1999, respectively. These amounts
represent fees that have been earned by the Company and are immediately payable.
As of December 31, 1999 the Company is entitled to receive $11,874,312 of
management fees and an estimated $5,474,466 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,
99
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(UNAUDITED)
(3) RELATED PARTY TRANSACTIONS (CONTINUED)
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.
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.
The related party receivable at December 31, 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.
See Notes 5 and 7 for a discussion of a related party transaction and
related party commitments.
(4) CAPITAL LEASE OBLIGATIONS
<TABLE>
<CAPTION>
DECEMBER 31, 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)........... $1,359,641 $1,557,081
========== ==========
</TABLE>
(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 December 31, 1999 balance sheet in "Capital lease
obligations."
(6) NOTE PAYABLE
On December 16, 1999, the Company borrowed $250,000 from TKO Finance
Corporation. The loan bears interest at 11.5% and is payable in monthly
installments of $8,244 with a final maturity date of January 1, 2003. The loan
is secured by a lien on all the assets of the Company.
(7) COMMITMENTS
The Company entered into a Guarantee Agreement with M & T Bank on
December 8, 1999. Under the Agreement the Company guarantees payment of an
$875,000 mortgage loan obligation owed by a non-consolidated affiliate of the
Company.
100
<PAGE>
ICON CAPITAL CORP.
FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
101
<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
102
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
MARCH 31,
<TABLE>
<CAPTION>
1999 1998
----------- -----------
ASSETS
<S> <C> <C>
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.
103
<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.
104
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED MARCH 31, 1999 AND 1998
<TABLE>
<CAPTION>
COMMON STOCK NOTE
---------------------- ADDITIONAL RECEIVABLE TOTAL
SHARES STATED PAID-IN RETAINED FROM STOCKHOLDERS
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.
105
<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.
106
<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.
107
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999
(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.
The Company earns a servicing fee from an affiliate, ICON Receivables
1998-A ("1998-A"). See note 4.
108
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999
(2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) DEFERRED CHARGES
Under the terms of the Partnerships' agreements, the Company is entitled to
be reimbursed for the costs of organizing and offering the units of the
Partnerships from the gross proceeds raised, subject to certain limitations,
based on the number of investment units sold. The unamortized balance of these
costs are 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
<PAGE>
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.
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.
109
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999
(4) RELATED PARTY TRANSACTIONS (CONTINUED)
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.
110
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999
(6) INCOME TAXES (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.
(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
111
<PAGE>
ICON CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999
(9) COMMITMENTS AND CONTINGENCIES (CONTINUED)
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.
112
<PAGE>
EXHIBIT A
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON INCOME FUND EIGHT B L.P.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Section 1. ESTABLISHMENT OF PARTNERSHIP................................ A-1
Section 2. NAME, PRINCIPAL OFFICE, NAME AND ADDRESS OF REGISTERED AGENT
FOR SERVICE OF PROCESS...................................... A-1
2.1 Legal Name and Address...................................... A-1
2.2 Address of Partners......................................... A-1
Section 3. PURPOSES AND POWERS......................................... A-2
3.1 Purposes.................................................... A-2
3.2 Investments in Equipment.................................... A-2
3.3 Powers...................................................... A-2
Section 4. TERM........................................................ A-2
Section 5. PARTNERS AND CAPITAL........................................ A-3
5.1 General Partner............................................. A-3
5.2 Original Limited Partner.................................... A-3
5.3 Limited Partners............................................ A-3
5.4 Partnership Capital......................................... A-4
5.5 Capital Accounts............................................ A-5
5.6 Additional Capital Contributions............................ A-6
5.7 Loans by Partners........................................... A-6
5.8 No Right to Return of Capital............................... A-6
Section 6. GENERAL PARTNER............................................. A-6
6.1 Extent of Powers and Duties................................. A-6
6.2 Limitations on the Exercise of Powers of General Partner.... A-9
6.3 Limitation on Liability of General Partner and its
Affiliates; Indemnification................................. A-12
6.4 Compensation of General Partner and its Affiliates.......... A-12
6.5 Other Interests of the General Partner and its Affiliates... A-15
Section 7. POWERS AND LIABILITIES OF LIMITED PARTNERS.................. A-16
7.1 Absence of Control Over Partnership Business................ A-16
7.2 Limited Liability........................................... A-16
Section 8. DISTRIBUTIONS AND ALLOCATIONS............................... A-17
8.1 Distribution of Cash........................................ A-17
8.2 Allocations of Profits and Losses........................... A-18
8.3 Distributions and Allocations Among the Limited Partners.... A-20
8.4 Tax Allocations: Code Section 704(c); Revaluations.......... A-21
8.5 Compliance with NASAA Guidelines Regarding Front-End Fees... A-21
8.6 Return of Uninvested Capital Contribution................... A-21
8.7 Partner's Return of Investment in the Partnership........... A-22
8.8 No Distributions in Kind.................................... A-22
8.9 Partnership Entitled to Withhold............................ A-22
Section 9. WITHDRAWAL OF GENERAL PARTNER............................... A-23
9.1 Voluntary Withdrawal........................................ A-23
9.2 Involuntary Withdrawal...................................... A-23
9.3 Consequences of Withdrawal.................................. A-23
9.4 Liability of Withdrawn General Partner...................... A-24
9.5 Continuation of Partnership Business........................ A-24
</TABLE>
A-i
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Section 10. TRANSFER OF UNITS........................................... A-24
10.1 Withdrawal of a Limited Partner............................. A-24
10.2 Assignment.................................................. A-25
10.3 Substitution................................................ A-26
10.4 Status of an Assigning Limited Partner...................... A-27
10.5 Limited Right of Presentment for Redemption of Units........ A-27
Section 11. DISSOLUTION AND WINDING-UP.................................. A-28
11.1 Events Causing Dissolution.................................. A-28
11.2 Winding Up of the Partnership; Capital Contribution by the
General Partner Upon Dissolution............................ A-28
11.3 Application of Liquidation Proceeds Upon Dissolution........ A-29
11.4 No Recourse Against Other Partners.......................... A-29
Section 12. FISCAL MATTERS.............................................. A-30
12.1 Title to Property and Bank Accounts......................... A-30
12.2 Maintenance of and Access to Basic Partnership Documents.... A-30
12.3 Financial Books and Accounting.............................. A-31
12.4 Fiscal Year................................................. A-31
12.5 Reports..................................................... A-31
12.6 Tax Returns and Tax Information............................. A-33
12.7 Accounting Decisions........................................ A-33
12.8 Federal Tax Elections....................................... A-34
12.9 Tax Matters Partner......................................... A-34
12.10 Reports to State Authorities................................ A-35
Section 13. MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS.......... A-35
13.1 Meetings of the Limited Partners............................ A-35
13.2 Voting Rights of the Limited Partners....................... A-36
13.3 Limitations on Action by the Limited Partners............... A-37
Section 14. AMENDMENTS.................................................. A-37
14.1 Amendments by the General Partner........................... A-37
14.2 Amendments with the Consent of the Majority Interest........ A-38
Section 15. POWER OF ATTORNEY........................................... A-38
15.1 Appointment of Attorney-in-Fact............................. A-38
15.2 Amendments to Agreement and Certificate of Limited
Partnership................................................. A-39
15.3 Power Coupled With an Interest.............................. A-39
Section 16. GENERAL PROVISIONS.......................................... A-40
16.1 Notices, Approvals and Consents............................. A-40
16.2 Further Assurances.......................................... A-40
16.3 Captions.................................................... A-40
16.4 Binding Effect.............................................. A-40
16.5 Severability................................................ A-40
16.6 Integration................................................. A-40
16.7 Applicable Law.............................................. A-41
16.8 Counterparts................................................ A-41
16.9 Creditors................................................... A-41
16.10 Interpretation.............................................. A-41
16.11 Successors and Assigns...................................... A-41
16.12 Waiver of Action for Partition.............................. A-41
Section 17. DEFINITIONS................................................. A-41
</TABLE>
A-ii
<PAGE>
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
ICON INCOME FUND EIGHT B L.P.
This Amended and Restated Agreement of Limited Partnership of ICON Income
Fund Eight B 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 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 B L.P." The principal office and place of business of the Partnership
shall be 111 Church Street, White Plains, New York 10601 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 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.
A-1
<PAGE>
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
February 9, 2000 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
A-3
<PAGE>
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.
(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.
A-4
<PAGE>
(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 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.
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5.6 ADDITIONAL CAPITAL CONTRIBUTIONS.
(a) The General Partner shall not be required to make any Capital
Contributions in addition to its initial $1,000 Capital Contribution except
pursuant to and in accordance with Section 11.2(a)(iii) of this Agreement.
(b) No Limited Partner shall be required to make any Capital Contribution in
addition to the initial price paid for such Limited Partner's Units pursuant to
the Offering.
5.7 LOANS BY PARTNERS.
Except as provided in Section 11.2(a)(iii), no loan by any Partner or any
Affiliate of any Partner to the Partnership (including, without limitation, any
Partnership Loan) shall constitute a Capital Contribution to the Partnership or
increase the Capital Account balance of any Partner, but shall be treated, for
all purposes, as indebtedness of the Partnership payable or collectible only out
of the assets of the Partnership in accordance with the terms and conditions
upon which such loan was made.
5.8 NO RIGHT TO RETURN OF CAPITAL.
No Partner shall be entitled to demand or receive any distribution of or
with respect to such Partner's Capital Contribution or Capital Account, except
as specifically provided under this Agreement.
SECTION 6. GENERAL PARTNER.
6.1 EXTENT OF POWERS AND DUTIES.
(a) GENERAL.
Except as expressly limited by the provisions of this Agreement, the General
Partner shall have complete and exclusive discretion in the management and
control of the affairs and business of the Partnership and shall be authorized
to employ all powers necessary, convenient or appropriate to carry out the
purposes, conduct the business and exercise the powers of the Partnership.
Without limiting the generality of the foregoing, the General Partner shall
provide such 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
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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
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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 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
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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.
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(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).
(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.
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(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.
(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
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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) 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
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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.
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.
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(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
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less than the greater of (x) 80% of the 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.
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(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
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.
Neither the General Partner nor its Affiliates shall be obligated to present
any particular investment opportunity to the Partnership, and the General
Partner and its Affiliates shall have the right, subject only to the provisions
of the following paragraph, to take for its or their own accounts (without the
use of Partnership funds), or to recommend to any Affiliate of the General
Partner (including the Partnership), any particular investment opportunity.
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;
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(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.
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.
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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 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.
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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.
(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.
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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.
(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.
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(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
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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), 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
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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).
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.
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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 Leases and Financing Transactions
acquired by the Partnership prior to the effective date of the Withdrawal shall
remain payable to the General Partner notwithstanding any such Withdrawal as and
when the Partnership receives the cash from such Leases and Financing
Transactions 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.
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(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, legal representative
or successor of such
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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;
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(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.
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.
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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.
(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
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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 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
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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 discharge of all debts, liabilities and other obligations of the
Partnership, the assets of the Partnership are insufficient to provide the
return of, or a return on, the Capital Contribution of any Limited Partner, such
Limited Partner shall have no recourse against any other Limited Partner or the
General Partner, except to the extent that the General Partner is obligated to
make an additional Capital Contribution to the Partnership pursuant to
Section 11.2(a)(iii) hereof.
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SECTION 12. FISCAL MATTERS.
12.1 TITLE TO PROPERTY AND BANK ACCOUNTS.
Except to the extent that trustees, nominees or other agents are utilized as
permitted by Section 6.1(b)(ii)(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
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and with reasonable notice to the General Partner or (ii) produce and mail a
copy of the Participant List within ten (10) days after receipt of the
applicable Limited Partner's written request (evidenced by a U.S. Postal
Service registered or certified mail receipt), the General Partner shall be
liable to such Limited Partner who requested such list for the costs,
including reasonable attorneys' fees, incurred by such Limited Partner to
compel production of the Participant List, and for the actual damages (if
any) suffered by such Limited Partner by reason of such refusal or neglect.
It shall be a defense that the requesting Limited Partner has failed or
refused to provide the General Partner with either (i) the required fee or
(ii) the certification called for in the next sentence and, in the case of
clause (ii), the General Partner believes that the actual purpose and reason
for a request for a copy of the Participant List is to secure such List for
the purpose of the sale, reproduction or other use thereof for a commercial
purpose other than in the interest of the Limited Partner relative to the
affairs of the Partnership. In connection with any such request, the General
Partner will require the Limited Partner requesting the Participant List to
certify that the List is not being requested for a commercial purpose
unrelated to 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
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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 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;
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(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;
(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
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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;
(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
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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 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
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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;
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(b) dissolve the Partnership;
(c) remove the General Partner and elect one or more Substitute General
Partners; and
(d) approve or disapprove of the Sale or series of Sales of all or
substantially all the assets of the Partnership except for any such Sale or
series of Sales in the ordinary course of liquidating the Partnership's
Investments during the Disposition Period.
In determining the requisite percentage 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;
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(f) if the Partnership is advised by Tax Counsel, by the Partnership's
Accountants or by the IRS that any allocations of income, gain, loss or
deduction provided for in this Agreement are unlikely to be respected for
federal income tax purposes, to amend the allocation provisions of this
Agreement, in accordance with the advice of such Tax Counsel, such
Accountants or the IRS, to the minimum extent necessary to effect as nearly
as practicable the plan of allocations and distributions provided in this
Agreement; and
(g) to change the name of the Partnership or the location of its principal
office.
14.2 AMENDMENTS WITH THE CONSENT OF THE MAJORITY INTEREST.
In addition to the amendments permitted to be made by the General Partner
pursuant to Section 14.1, the General Partner may propose to the Limited
Partners, in writing, any other amendment to this Agreement. The General
Partner may include in any such submission a statement of the purpose for the
proposed amendment and of the General Partner's opinion with respect thereto.
Upon the Consent of the Majority Interest, such amendment shall take effect;
PROVIDED, HOWEVER, that (a) no such amendment shall increase the liability of
any Partner or adversely affect any Partner's share of distributions of cash
or allocations of Profits or Losses for tax purposes or of any investment tax
credit amounts of the Partnership without in each case the consent of each
Partner affected thereby; and (b) no such amendment shall modify or amend
this Section 14 without the consent of each Limited Partner.
SECTION 15. POWER OF ATTORNEY.
15.1 APPOINTMENT OF ATTORNEY-IN-FACT.
By their subscription for Units and their admission as Limited Partners
hereunder, Limited Partners make, constitute and appoint the General Partner,
each authorized officer of the General Partner and each Person who shall
thereafter become a Substitute General Partner during the term of the
Partnership, with full power of substitution, the true and lawful
attorney-in-fact of, and in the name, place and stead of, such Limited
Partner, with the power from time to time to make, execute, sign,
acknowledge, swear to, verify, deliver, record, file and publish:
(a) this Agreement, Schedule A to this Agreement and the Certificate of
Limited Partnership under the Delaware Act and any other applicable laws of
the State of Delaware and any other applicable jurisdiction, and any
amendment of any thereof (including, without limitation, amendments
reflecting the addition of any Person as a Partner or any admission or
substitution of other Partners or the Capital Contribution made by any such
Person or by any Partner) and any other document, certificate or instrument
required to be executed and delivered, at any time, in order to reflect the
admission of any Partner (including, without limitation, any Substitute
General Partner and any Substitute Limited Partner);
(b) any other document, certificate or instrument required to reflect any
action of the Partners duly taken in the manner provided for in this
Agreement, whether or not such Limited Partner voted in favor of or otherwise
consented to such action;
(c) any other document, certificate or instrument that may be required by
any regulatory body or other agency or the applicable laws of the United
States, any state or any other jurisdiction in which the Partnership is doing
or intends to do business or that the General Partner deems advisable;
(d) any certificate of dissolution or cancellation of the Certificate of
Limited Partnership that may be reasonably necessary to effect the
termination of the Partnership; and
(e) any instrument or papers required to continue or terminate the
business of the Partnership pursuant to Sections 9.5 and 11 hereof; PROVIDED
that no such attorney-in-fact shall take any action as attorney-in-fact for
any Limited Partner if such action could in any way increase the liability of
such Limited Partner beyond the liability expressly set forth in this
Agreement or alter the rights of such
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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 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
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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 B L.P.
c/o ICON Capital Corp.
111 Church Street
White Plains, New York 10601
Attention: President
Telephone: (914) 993-1700
Telecopy: (914) 698-0699
(b) If to any Limited Partner, at the address set forth in Schedule A
hereto opposite such Limited Partner's name, or to such other address as may
be designated for the purpose by Notice from such Limited Partner given in
the manner hereby specified.
16.2 FURTHER ASSURANCES.
The Partners will execute, acknowledge and deliver such further
instruments and do such further acts and things as may be required to carry
out the intent and purpose of this Agreement.
16.3 CAPTIONS.
Captions contained in this Agreement are inserted only as a matter of
convenience and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provisions hereof.
16.4 BINDING EFFECT.
Except to the extent required under the Delaware Act and for fees, rights
to reimbursement and other compensation provided as such, none of the
provisions of this Agreement shall be for the benefit of or be enforceable by
any creditor of the Partnership.
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
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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.
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.
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"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.
"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;
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(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
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extent then payable, (d) any Reserves to the extent deemed reasonable by the
General Partner and (e) all expenses incurred in connection with such Sale. In
the event the Partnership takes back a promissory note or other evidence of
indebtedness in connection with any Sale, all payments subsequently received in
cash by the Partnership with respect to such note shall be included in Cash From
Sales upon receipt, irrespective of the treatment of such payments by the
Partnership for tax or accounting purposes. If, in payment for Equipment sold,
the Partnership receives purchase money obligations secured by liens on such
Equipment, the amount of such obligations shall not be included in Cash From
Sales until and to the extent the obligations are realized in cash, sold or
otherwise disposed of.
"CLOSING" means the admission of Limited Partners to the Partnership in
accordance with Section 5.3 of this Agreement.
"CLOSING DATE" means any date on which any Limited Partner shall be admitted
to the Partnership, and includes the Initial Closing Date and any subsequent
Closing Date, including the Final Closing Date.
"CODE" means the Internal Revenue Code of 1986, as amended, and in effect
from time to time, or corresponding provisions of subsequent laws.
"COMMISSION" means the Securities and Exchange Commission.
"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, Section17-101, 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.
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"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.
"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;
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(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 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.
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"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 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.
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"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 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
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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).
"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
A-49
<PAGE>
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.
Section1.704-1(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. Section1.704-1(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. Section1.704-1(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.
A-50
<PAGE>
"QUALIFIED PLAN" means a pension, profit-sharing or stock bonus plan,
including Keogh Plans, meeting the requirements of Sections 401 et seq. of the
Code, as amended, and its related trust.
"QUALIFIED SUBSCRIPTION ACCOUNT" means the interest-bearing account
established and maintained by the Partnership for the purpose of holding,
pending the distribution thereof in accordance with the terms of this Agreement,
of Subscription Monies received from Persons who are to be admitted as Limited
Partners as a result of Closings to be held subsequent to the Initial Closing
Date.
"REGISTRATION STATEMENT" means the Registration Statement on Form S-1 (No.
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.
A-51
<PAGE>
"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.
"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.
A-52
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
GENERAL PARTNER: ORIGINAL LIMITED PARTNER:
ICON CAPITAL CORP.
/s/ PAUL B. WEISS /s/ THOMAS W. MARTIN
------------------------------- ---------------------------
PAUL B. WEISS, PRESIDENT THOMAS W. MARTIN
By: By:
A-53
<PAGE>
SCHEDULE A
NAMES, ADDRESSES AND CAPITAL CONTRIBUTIONS OF PARTNERS
<TABLE>
<CAPTION>
NAME AND ADDRESS CAPITAL CONTRIBUTIONS MADE
---------------- --------------------------
<S> <C>
I. GENERAL PARTNER
ICON Capital Corp. $1,000
111 Church Street
White Plains, New York 10601
II. ORIGINAL LIMITED PARTNER
Thomas W. Martin $1,000
31 Milk Street
Suite 1111
Boston, MA 02109
</TABLE>
A-54
<PAGE>
EXHIBIT B
PRIOR PERFORMANCE TABLES
FOR THE PRIOR PUBLIC PROGRAMS
------------------------------
Prior performance is not an indication of future results.
PRIOR PERFORMANCE TABLES
The following unaudited tables disclose certain information relating to
the performance, operations and investment for seven of the General Partner's
previous publicly-offered income-oriented programs, ICON Cash Flow Partners,
L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series
B"), ICON Cash Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow
Partners, L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P., Series
E ("Series E"), ICON Cash Flow Partners L.P. Six ("LP Six"), ICON Cash Flow
Partners L.P. Seven ("LP Seven"), collectively the "Prior Public Programs")
and ICON Income Fund Eight A L.P. ("Fund 8A") through December 31, 1999.
PURCHASERS OF THE UNITS OF LIMITED PARTNERSHIP INTEREST IN ICON INCOME FUND
EIGHT B L.P. (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., 111 Church Street, White Plains, NY 10601-1505. 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 "Our Other Programs" 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.
<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 B................................................... B-5
*Series C................................................... B-6
*Series D................................................... B-7
*Series E................................................... B-8
*LP Six..................................................... B-9
*LP Seven................................................... B-10
*Fund 8A.................................................... B-11
IV Results of Completed Prior Public Programs.................. B-12
V Sales or Disposition of Equipment by Prior Public Programs
*Series A................................................... B-13
*Series B................................................... B-15
*Series C................................................... B-21
*Series D................................................... B-25
*Series E................................................... B-31
*LP Six..................................................... B-40
*LP Seven................................................... B-46
VI Acquisition of Equipment by Prior Public Programs
Series A.................................................... B-47
Series B.................................................... B-49
Series C.................................................... B-56
Series D.................................................... B-62
Series E.................................................... B-72
LP Six...................................................... B-100
LP Seven.................................................... B-112
Fund 8A..................................................... B-116
</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 December 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>
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>
------------------------------
Prior performance is not an indication of future results.
B-2
<PAGE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
(UNAUDITED)
The following table sets forth certain information, as of December 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 FUND 8A
----------------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Dollar amount offered..... $ 80,000,000 $120,000,000 $100,000,000 $ 75,000,000
============ ============ ============ ============
Dollar amount raised...... $ 61,041,151 100.0% $ 38,385,712 100.0% 99,999,682 100.0% 59,518,458 100.0%
Less: Offering expenses:
Selling commissions..... 6,104,115 10.0% 3,838,571 10.0% 9,999,968 10.0% 5,951,846 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% 1,862,961 3.1%
Reserves................ 610,412 1.0% 383,857 1.0% 999,997 1.0% 595,184 1.0%
------------ ----- ------------ ----- ------------ ----- ------------ -----
Offering proceeds
available for
investment.............. $ 52,190,184 85.5% $ 32,819,784 85.5% $ 85,499,728 85.5% $ 51,108,467 85.9%
============ ===== ============ ===== ============ ===== ============ =====
Debt proceeds............. $181,626,869 $128,138,104 $253,427,329 $ 87,790,864
============ ============ ============ ============
Total equipment
acquired................ $272,303,562 $161,721,728 $302,214,015 $136,275,272
============ ============ ============ ============
Acquisition fees paid to
General Partner and its
affiliates.............. $ 7,021,906 $ 4,390,033 $ 9,547,487 $ 3,744,932
============ ============ ============ ============
Equipment acquisition
costs as a percentage of
amount raised:
Purchase price............ 82.99% 82.86% 82.54% 83.15%
Acquisition fees paid to
General Partner or its
Affiliates.............. 2.51 2.64 2.96 2.75
------------ ------------ ------------ ------------
Percent invested.......... 85.5% 85.5% 85.5% 85.9%
============ ============ ============ ============
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 10/5/98
Maximum offering period
(in months)............. 24 24 36 24
Actual offering period (in
months)................. 13 24 34 20
Months to invest 90% of
amount available for
investment (measured
from the beginning of
offering)............... 9 16 14 --
</TABLE>
------------------------------
Prior performance is not an indication of future results.
B-3
<PAGE>
TABLE II
COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES
(UNAUDITED)
The following table sets forth certain information, as of December 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
========== =========== =========== =========== ============ =========== ===========
FUND 8A
-----------
Date offering commenced........... 10/5/98
Date offering closed.............. --
Dollar amount raised.............. $59,518,458
===========
Amounts paid to the General
Partner and its Affiliates from
proceeds of the offering:
Underwriting commissions.......... $ 1,190,369
===========
Organization and offering
reimbursements.................. $ 1,862,961
===========
Acquisition fees.................. $ 3,744,932
===========
Dollar amount of cash generated
from operations before deducting
such payments/accruals to the
General Partner and
Affiliates...................... $ 3,435,796
===========
Amount paid or accrued to General
Partner and Affiliates:
Management fee.................... $ 931,546
===========
Administrative expense
reimbursements.................. $ 346,314
===========
</TABLE>
------------------------------
Prior performance is not an indication of future results.
B-4
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS--SERIES B
(UNAUDITED)
The following table summarizes the operating results of Series B. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------------
1999 1998 1997 1996 1995
-------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue..................................................... $102,994 $ 211,742 $ 333,775 $ 342,739 $ 715,841
Net gain (loss) on sales or remarketing of equipment...... 51,284 188,876 228,875 176,924 480,681
-------- ---------- ---------- ---------- ----------
Gross revenue............................................. 154,278 400,618 562,650 519,663 1,196,522
Less:
Interest expense.......................................... 35,206 77,673 106,868 45,619 182,419
General and administrative................................ 60,332 75,656 59,847 102,721 102,334
Administrative expense reimbursement--General Partner..... 12,653 20,288 39,609 50,841 85,848
Management fees--General Partner(3)....................... -- -- -- (228,906) 84,811
Depreciation expense...................................... -- -- -- -- 54,799
Amortization of initial direct costs...................... -- -- -- 4 33,433
Provision for (reversal of) bad debts(2).................. -- (36,892) -- -- 25,000
-------- ---------- ---------- ---------- ----------
Net income--GAAP............................................ $ 46,087 $ 263,893 $ 356,326 $ 549,384 $ 627,878
======== ========== ========== ========== ==========
Net income--GAAP--allocable to limited partners............. $ 45,626 $ 261,254 $ 352,763 $ 543,890 $ 621,599
======== ========== ========== ========== ==========
Taxable income from operations(1)........................... $ (2,598) $ 103,673 $ 44,995 $ 740,381 $2,363,289
======== ========== ========== ========== ==========
Cash generated from operations.............................. $253,244 $ 761,619 $ 879,014 $1,002,547 $ 999,015
Cash generated from sales of equipment...................... 153,880 321,104 544,232 600,737 2,148,030
Cash generated from refinancing............................. -- -- 1,500,000 -- --
-------- ---------- ---------- ---------- ----------
Cash generated from operations, sales and refinancing....... 407,124 1,082,723 2,923,246 1,603,284 3,147,045
Less:
Cash distributions to investors from operations, sales and
refinancing............................................. 199,794 682,648 1,798,200 1,798,200 1,799,763
Cash distributions to General Partner from operations,
sales and refinancing................................... 2,017 6,895 18,164 18,164 18,180
-------- ---------- ---------- ---------- ----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions...................... $205,313 $ 393,180 $1,106,882 $ (213,080) $1,329,102
======== ========== ========== ========== ==========
Tax data and distributions per $1,000 limited partner
investment
Federal income tax results:
Taxable income from operations(1)......................... $ (.13) $ 5.14 $ 2.23 $ 36.69 $ 116.99
======== ========== ========== ========== ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income....................................... $ 2.28 $ 13.09 $ 17.73 $ 27.23 $ 31.08
Return of capital....................................... $ 7.72 $ 21.11 $ 72.27 $ 62.78 $ 58.92
Source (on Cash basis)
--Operations............................................ $ 10.00 $ 34.20 $ 44.00 $ 50.18 $ 49.96
--Sales................................................. $ -- $ -- $ 27.24 $ 30.07 $ 40.04
--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
======== ========== ========== ========== ==========
</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 was paid to the General Partner and
subsequently remitted back to the Partnership in the form of an additional
capital contribution by the General Partner in 1999.
------------------------------
Prior performance is not an indication of future results.
B-5
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS--SERIES C
(UNAUDITED)
The following table summarizes the operating results of Series C. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues.................................................... $ 162,803 $ 291,197 $ 455,472 $ 659,218 $ 964,104
Net gain (loss) on sales or remarketing of equipment...... 51,752 465,144 175,860 511,331 95,250
----------- ---------- ---------- ---------- ----------
Gross revenue............................................. 214,555 756,341 631,332 1,170,549 1,059,354
Less:
General and administrative................................ 69,463 103,231 60,248 37,247 107,419
Administrative expense reimbursement--General Partner..... 16,589 29,415 59,126 93,494 130,482
Interest expense.......................................... -- -- 4,888 16,809 253,143
Management fees--General Partner(3)....................... -- -- (471,463) 92,360 128,533
Amortization of initial direct costs...................... -- -- -- 6,912 38,892
Depreciation expense...................................... -- -- -- -- --
Provision for/(reversal of) bad debt(2)................... -- (150,000) -- -- --
----------- ---------- ---------- ---------- ----------
Net income--GAAP............................................ $ 128,503 $ 773,695 $ 978,533 $ 923,727 $ 400,885
=========== ========== ========== ========== ==========
Net income--GAAP--allocable to limited partners............. $ 127,218 $ 765,958 $ 968,748 $ 914,490 $ 396,876
=========== ========== ========== ========== ==========
Taxable income (loss) from operations(1).................... $ 212,882 $ 361,361 $ 274,376 $1,768,103 $ (649,775)
=========== ========== ========== ========== ==========
Cash generated from operations.............................. $ 373,704 $ 952,528 $2,038,710 $1,987,290 $ 391,072
Cash generated from sales of equipment...................... 178,551 646,783 621,621 1,289,421 3,058,969
Cash generated from refinancing............................. -- -- -- -- --
----------- ---------- ---------- ---------- ----------
Cash generated from operations, sales and refinancing....... 552,255 1,599,311 2,660,331 3,276,711 3,450,041
Less:
Cash distributions to investors from operations, sales and
refinancing............................................. 1,707,724 1,782,770 1,784,993 1,786,992 1,796,363
Cash distributions to General Partner from operations,
sales and refinancing................................... 17,247 18,017 18,030 18,050 18,144
----------- ---------- ---------- ---------- ----------
Cash generated from operations, sales and refinancing after
cash distributions........................................ $(1,172,716) $ (201,476) $ 857,308 $1,471,669 $1,635,534
=========== ========== ========== ========== ==========
Tax data and distributions per $1,000 limited partner
investment................................................
Federal income tax results:
Taxable income from operations(1)......................... $ 10.75 $ 18.06 $ 13.70 $ 88.16 $ (32.24)
=========== ========== ========== ========== ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income....................................... $ 6.42 $ 38.67 $ 48.85 $ 46.06 $ 19.87
Return of capital....................................... $ 79.81 $ 51.33 $ 41.15 $ 43.94 $ 70.13
Source (on Cash basis)
--Operations............................................ $ 18.87 $ 48.09 $ 90.00 $ 90.00 $ 19.59
--Sales................................................. 9.02 32.65 -- -- $ 70.41
--Refinancing........................................... -- -- -- -- --
--Other................................................. 56.34 9.26 -- -- --
Weighted average number of limited partnership ($100) units
outstanding............................................... 198,037 198,087 198,332 198,551 199,558
=========== ========== ========== ========== ==========
</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 was paid to the General Partner and subsequently remitted
back to the Partnership in the form of an additional capital contribution by
the General Partner in 1999.
------------------------------
Prior performance is not an indication of future results.
B-6
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS--SERIES D
(UNAUDITED)
The following table summarizes the operating results of Series D. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Revenues.................................................... $2,303,583 $2,612,993 $ 3,084,705 $ 3,619,457 $3,270,722
Net gain on sales or remarketing of equipment............. 354,424 183,820 452,706 2,391,683 1,931,333
---------- ---------- ----------- ----------- ----------
Gross revenue............................................. 2,658,007 2,796,813 3,537,411 6,011,140 5,202,055
Less:
Interest expense.......................................... 602,920 782,539 1,121,197 1,651,940 621,199
Depreciation expense...................................... 682,185 664,121 356,417 -- --
Management fees--General Partner.......................... 193,017 397,171 548,400 685,103 594,623
Administrative expense reimbursement--General Partner..... 113,548 218,158 271,829 301,945 257,401
General and administrative................................ 214,256 268,346 199,751 217,378 273,663
Amortization of initial direct costs...................... 28,406 178,117 363,087 614,441 511,427
Provision for bad debts(2)................................ -- (400,000) -- -- 150,000
---------- ---------- ----------- ----------- ----------
Net income--GAAP............................................ $ 823,675 $ 688,361 $ 676,730 $ 2,540,333 $2,793,742
========== ========== =========== =========== ==========
Net income--GAAP--allocable to limited partners............. $ 815,438 $ 681,477 $ 669,963 $ 2,514,930 $2,765,805
========== ========== =========== =========== ==========
Taxable income from operations(1)........................... $1,081,987 $ 86,365 $ 3,483,507 $ 3,097,307 $1,641,323
========== ========== =========== =========== ==========
Cash generated from operations.............................. 584,985 $3,315,260 $ 8,409,703 $ 1,621,624 $2,756,354
Cash generated from sales of equipment...................... 3,946,052 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....... 4,531,037 5,459,459 20,851,354 22,552,927 13,681,736
Less:
Cash distributions to investors from operations, sales and
refinancing............................................. 2,461,219 4,074,331 7,882,867 5,588,508 5,589,207
Cash distributions to General Partner from operations,
sales and refinancing................................... 24,840 41,155 79,648 56,450 56,457
---------- ---------- ----------- ----------- ----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions.................... $2,044,978 $1,343,973 $12,888,839 $16,907,969 $8,039,072
========== ========== =========== =========== ==========
Tax data and distributions per $1,000 limited partner
investment................................................
Federal income tax results:
Taxable income from operations(1)......................... $ 27.11 $ 2.14 $ 86.40 $ 76.82 $ 40.70
========== ========== =========== =========== ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income....................................... $ 20.43 $ 17.08 $ 16.79 $ 63.00 $ 69.28
Return of capital....................................... $ 41.24 $ 85.02 $ 180.71 $ 77.00 $ 70.72
Source (on Cash basis)
--Operations............................................ $ 14.66 $ 83.08 $ 197.50 $ 40.62 $ 69.04
--Sales................................................. 47.01 19.02 -- 99.38 $ 70.96
--Refinancing........................................... -- -- -- -- --
--Other................................................. -- -- -- -- --
Weighted average number of limited partnership ($100) units
outstanding............................................... 399,118 399,118 399,138 399,179 399,229
========== ========== =========== =========== ==========
</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.
------------------------------
Prior performance is not an indication of future results.
B-7
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS--SERIES E
(UNAUDITED)
The following table summarizes the operating results of Series E. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues.................................................... $ 9,302,860 $ 9,435,503 $ 6,401,873 $ 7,907,175 $10,570,473
Net gain on sales or remarketing of equipment............. 901,005 652,164 1,209,420 1,942,041 1,610,392
----------- ----------- ----------- ----------- -----------
Gross revenue............................................. 10,203,865 10,087,667 7,611,293 9,849,216 12,180,865
Less:
Interest expense.......................................... 4,106,569 4,495,629 2,471,045 2,957,534 4,377,702
Management fees--General Partner.......................... 928,946 1,207,760 919,728 1,120,336 1,596,569
Administrative expense reimbursement--General Partner..... 539,853 657,327 486,253 563,107 784,775
Provision for bad debts(2)................................ 1,000,000 1,275,089 -- 400,000 600,000
Amortization of initial direct costs...................... 33,195 235,302 461,620 887,960 1,530,505
Depreciation.............................................. 587,211 545,503 475,619 1,061,711 1,061,712
General and administrative................................ 685,647 558,525 370,705 608,293 638,362
Minority interest in joint venture........................ 79,754 64,826 57,738 6,392 5,438
----------- ----------- ----------- ----------- -----------
Net income--GAAP............................................ $ 2,242,510 $ 1,047,706 $ 2,368,585 $ 2,243,883 $ 1,585,802
=========== =========== =========== =========== ===========
Net income--GAAP--allocable to limited partners............. $ 2,220,085 $ 1,037,229 $ 2,344,899 $ 2,221,444 $ 1,569,944
=========== =========== =========== =========== ===========
Taxable income (loss) from operations(1).................... $ 2,343,870 $ 1,688,176 $ 981,575 $(3,280,008) $ 1,700,386
=========== =========== =========== =========== ===========
Cash generated from operations.............................. 11,671,010 $12,745,950 $21,638,350 $13,210,339 $ 8,768,414
Cash generated from sales of equipment...................... 3,776,513 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....... 15,447,523 77,100,978 57,716,995 37,348,976 23,587,675
Less:
Cash distributions to investors from operations, sales and
refinancing............................................. 4,381,933 7,755,553 7,768,316 7,771,164 7,773,082
Cash distributions to General Partner from operations,
sales and refinancing................................... 44,258 78,338 78,468 78,496 78,512
----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and refinancings after
cash distributions........................................ $11,021,332 $69,267,087 $49,870,211 $29,499,316 $15,736,081
=========== =========== =========== =========== ===========
Tax and distribution data per $1,000 limited partner
investment
Federal Income Tax results:
Taxable income (loss) from operations(1).................. $ 38.56 $ 27.48 $ 15.95 $ (53.28) $ 27.61
=========== =========== =========== =========== ===========
Cash distributions to investors
Source (on GAAP basis)
Investment income....................................... $ 36.52 $ 17.05 $ 38.49 $ 36.45 $ 25.75
Return of capital....................................... $ 35.57 $ 110.45 $ 89.01 $ 91.05 $ 101.75
Source (on cash basis)
--Operations............................................ $ 72.09 $ 127.50 $ 127.50 $ 127.50 $ 127.50
--Sales................................................. -- -- -- -- --
--Refinancings.......................................... -- -- -- -- --
--Other................................................. -- -- -- -- --
Weighted average number of limited partnership ($100) units
outstanding............................................... 607,856 608,273 609,211 609,503 609,650
=========== =========== =========== =========== ===========
</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.
------------------------------
Prior performance is not an indication of future results.
B-8
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS--L.P. SIX
(UNAUDITED)
The following table summarizes the operating results of L.P. Six. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues.................................................... $ 4,597,536 $ 5,327,322 $ 6,452,409 $ 9,238,182 $ 6,622,180
Net gain on sales or remarketing of equipment............. 438,622 835,048 58,523 338,574 107,733
----------- ----------- ----------- ----------- -----------
Gross revenue............................................. 5,036,158 6,162,370 6,510,932 9,576,756 6,729,913
Less:
Interest expense.......................................... 1,686,377 2,164,887 2,648,557 4,330,544 3,003,633
Management fees--General Partner.......................... 675,025 969,546 1,092,714 1,333,394 696,096
Amortization of initial direct costs...................... 175,600 893,953 1,071,656 1,349,977 828,154
Depreciation.............................................. 625,199 736,793 745,275 848,649 636,487
Administrative expense reimbursement--General Partner..... 345,569 485,391 547,382 642,276 381,471
Provision for bad debts(3)................................ -- 52,997 183,274 750,000 570,000
General and administrative................................ 298,031 384,414 178,464 657,470 360,235
Minority interest in joint venture........................ 9,337 6,750 7,990 31,413 177,769
----------- ----------- ----------- ----------- -----------
Net income (loss)--GAAP..................................... $ 1,221,020 $ 467,639 $ 35,620 $ (366,967) $ 76,068
=========== =========== =========== =========== ===========
Net income (loss)--GAAP--allocable to limited partners...... $ 1,208,810 $ 462,963 $ 35,264 $ (363,297) $ 75,307
=========== =========== =========== =========== ===========
Taxable income (loss) from operations(1).................... $(1,672,942) $(3,616,045) $(1,154,365) $ (574,054) $ 2,239,753
=========== =========== =========== =========== ===========
Cash generated from operations.............................. 2,684,592 $ 3,543,778 $12,075,547 $ 9,923,936 $ 8,776,203
Cash generated from sales of equipment...................... 6,120,773 4,473,161 4,336,675 8,684,744 1,016,807
Cash generated from refinancing............................. -- -- -- 9,113,081 33,151,416
----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and refinancing....... 8,805,365 8,016,939 16,412,222 27,721,761 42,944,426
Less:
Cash distributions to investors from operations, sales and
refinancing............................................. 4,075,766 4,085,189 4,102,940 4,119,354 2,543,783
Cash distributions to General Partner from operations,
sales and refinancing................................... 41,178 41,261 41,444 41,613 25,694
----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales and refinancing after
cash distributions........................................ $ 4,116,944 $ 3,890,489 $12,267,838 $23,560,794 $40,374,949
=========== =========== =========== =========== ===========
Tax data and distributions per $1,000 limited partner
investment
Federal income tax results:
Taxable income (loss) from operations(1).................. $ (44.12) $ (94.21) $ (29.94) $ (14.83) $ 85.13
=========== =========== =========== =========== ===========
Cash distributions to investors(2)
Source (on GAAP basis)
Investment income....................................... $ 31.88 $ 12.18 $ .86 $ -- $ 2.89
Return of capital....................................... $ 75.61 $ 95.32 $ 106.64 $ 107.50 $ 94.78
Source (on cash basis)
--Operations............................................ $ 70.80 $ 93.25 $ 107.50 $ 107.50 $ 97.67
--Sales................................................. 36.69 14.25 -- -- --
--Refinancing........................................... -- -- -- -- --
--Other................................................. -- -- -- -- --
Weighted average number of limited partnership ($100) units
outstanding............................................... 379,187 379,984 381,687 383,196 260,453
=========== =========== =========== =========== ===========
</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.
------------------------------
Prior performance is not an indication of future results.
B-9
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS--L.P. SEVEN
(UNAUDITED)
The following table summarizes the operating results of L.P. Seven. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------
1999 1998 1997 1996
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues.................................................... $16,456,830 $16,513,507 $ 8,000,454 $1,564,069
Net gain on sales or remarketing of equipment............. 115,427 694,111 1,748,790 --
----------- ----------- ----------- ----------
Gross revenue............................................. 16,572,257 17,207,618 9,749,244 1,564,069
Less:
Interest expense.......................................... 6,333,011 8,050,315 3,652,517 398,200
Management fees--General Partner.......................... 3,066,929 2,337,112 1,522,045 264,784
Amortization of initial direct costs...................... 1,651,154 1,929,906 932,123 230,785
Administrative expense reimbursement--General Partner..... 1,158,866 1,005,354 652,319 117,809
Provision for bad debts(3)................................ 200,000 700,000 150,000 75,000
General and administrative................................ 642,961 491,239 186,280 72,040
Minority interest in joint venture........................ 4,900 4,516 4,380 --
----------- ----------- ----------- ----------
Net income--GAAP............................................ $ 3,514,436 $ 2,689,176 $ 2,649,580 $ 405,451
=========== =========== =========== ==========
Net income--GAAP--allocable to limited partners............. $ 3,479,291 $ 2,662,284 $ 2,623,084 $ 401,396
=========== =========== =========== ==========
Taxable income (loss) from operations(1).................... $(6,341,090) $(5,506,497) $ 2,335,939 $ 146,726
=========== =========== =========== ==========
Cash generated from operations.............................. 844,971 535,582 $ 2,855,330 $ 973,899
Cash generated from sales of equipment...................... 4,750,000 4,903,647 7,315,408 --
Cash generated from refinancing............................. 19,010,000 -- -- --
----------- ----------- ----------- ----------
Cash generated from operations, sales and refinancing....... 24,604,971 5,439,229 10,170,738 973,899
Less:
Cash distributions to investors from operations, sales and
refinancing............................................. 10,677,316 8,692,479 4,147,829 1,361,099
Cash distributions to General Partner from operations,
sales and refinancing................................... 107,872 87,803 41,125 13,749
----------- ----------- ----------- ----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions...................... $13,819,783 $(3,341,053) $ 5,981,784 $ (400,949)
=========== =========== =========== ==========
Tax data and distributions per $1,000 limited partner
investment
Federal income tax results:
Taxable income from operations(2)......................... $ (63.64) $ (67.41) $ 55.90 $ 9.30
=========== =========== =========== ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income....................................... $ 35.05 $ 32.92 $ 67.94 $ 31.71
Return of capital....................................... 72.51 $ 74.58 $ 39.56 $ 75.79
Source (on cash basis)
--Operations............................................ 8.51 $ 6.62 $ 73.96 $ 76.97
--Sales................................................. 47.85 $ 60.64 $ 33.54 --
--Refinancing........................................... 51.20 -- -- --
--Other................................................. $ -- $ 40.24 -- $ 30.53
Weighted average number of limited partnership ($100) units
outstanding............................................... 992,719 808,650 413,677 156,222
=========== =========== =========== ==========
</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.
------------------------------
Prior performance is not an indication of future results.
B-10
<PAGE>
TABLE III
OPERATING RESULTS OF PRIOR PUBLIC PROGRAMS--FUND 8A
(UNAUDITED)
The following table summarizes the operating results of Fund 8A. The
Program's records are maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
Revenue..................................................... $ 9,131,846 $ 46,998
Net gain (loss) on sales or remarketing of equipment...... -- --
----------- -----------
Gross revenue............................................. 9,131,846 46,998
Less:
Interest expense.......................................... 4,397,728 4,590
General and administrative................................ 313,181 10,673
Administrative expense reimbursement--General Partner..... 345,358 956
Management fees--General Partner.......................... 931,151 395
Depreciation expense...................................... 594,308 --
Amortization of initial direct costs...................... 885,106 3,179
Provision for (reversal of) bad debts(3).................. 385,000 --
Minority interest expense................................. 17,874 --
----------- -----------
Net income--GAAP............................................ $ 1,262,140 $ 27,205
=========== ===========
Net income--GAAP--allocable to limited partners............. $ 1,249,519 $ 26,933
=========== ===========
Taxable income from operations(1)........................... $(5,704,747) $(1,970,909)
=========== ===========
Cash generated from operations.............................. $ 1,825,719 $ 1,610,077
Cash generated from sales of equipment...................... 10,753,855 --
Cash generated from refinancing............................. -- --
----------- -----------
Cash generated from operations, sales and refinancing....... 12,579,574 1,610,077
Less:
Cash distributions to investors from operations, sales and
refinancing............................................. 3,632,817 64,728
Cash distributions to General Partner from operations,
sales and refinancing................................... 37,282 654
----------- -----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions...................... $ 8,909,475 $ 1,544,695
=========== ===========
Tax data and distributions per $1,000 limited partner
investment
Federal income tax results:
Taxable income from operations(1)......................... $ (168.81) $ (206.95)
=========== ===========
Cash distributions to investors
Source (on GAAP basis)
Investment income....................................... $ 36.98 $ 2.83
Return of capital....................................... $ 70.52 $ 3.97
Source (on Cash basis)
--Operations............................................ $ 54.03 $ 6.80
--Sales................................................. -- --
--Refinancing........................................... 53.47 --
--Other................................................. -- --
Weighted average number of limited partnership ($100) units
outstanding............................................... 337,936 95,236
=========== ===========
</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.
------------------------------
Prior performance is not an indication of future results.
B-11
<PAGE>
TABLE IV
RESULTS OF COMPLETED PRIOR PUBLIC PROGRAMS--SERIES A
(UNAUDITED)
The following table summarizes the operating results of Series A.
Series A's records were maintained in accordance with Generally Accepted
Accounting Principles ("GAAP") for financial statement purposes.
<TABLE>
<S> <C>
Dollar Amount Raised........................................ $2,504,500
Number of Properties Purchased.............................. 60
Date of Closing of Offering................................. February 1, 1989
Date of First Sale of Property.............................. June 1990
Date of Final Sale of Property.............................. May 1999
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED FOR THE YEARS ENDED DECEMBER 31,
JUNE 30, ----------------------------------------------------
1999 1998 1997 1996 1995 1994
----------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues............................................... $ 297 $ 4,439 $ 40,359 $ 53,041 $128,935 $188,148
Net gain (loss) on sales or remarketing of
equipment.......................................... (1,245) 76,227 82,576 142,237 74,970 87,985
-------- -------- -------- -------- -------- --------
Gross revenue........................................ (954) 80,666 122,935 195,278 203,905 276,133
Less:
Administrative expense reimbursement--General
Partner............................................ 84 1,878 4,521 7,133 9,690 11,404
General and administrative........................... 3,457 18,043 34,565 32,252 36,641 34,468
Management fees--General Partner..................... 45 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)............. (1,864) (22,242) (17,000) -- 10,000 33,500
Depreciation expense................................. -- -- -- -- 18,236 46,330
Amortization of initial direct costs................. -- -- -- -- -- 27
-------- -------- -------- -------- -------- --------
Net income (loss)--GAAP................................ $ (2,676) $ 81,983 $ 90,421 $136,746 $ 84,037 $ 73,374
======== ======== ======== ======== ======== ========
Net income (loss)--GAAP--allocable to limited
partners............................................. $ (2,542) $ 77,884 $ 85,900 $129,909 $ 79,835 $ 69,705
======== ======== ======== ======== ======== ========
Taxable income from operations(1)...................... $ (2,500) $ 57,520 $ 62,818 $198,523 $ 94,532 $111,397
======== ======== ======== ======== ======== ========
Cash generated from operations......................... $ (6,979) $ 24,760 $109,929 $210,327 $268,467 $301,679
Cash generated from sales of equipment................. 5,000 94,160 112,356 202,787 136,363 216,200
Cash generated from refinancing........................ -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Cash generated from operations, sales and
refinancing.......................................... (1,979) 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................. $(15,161) $(72,213) $(14,983) $175,846 $167,430 $271,931
======== ======== ======== ======== ======== ========
Tax data and distributions per $1,000 limited partner
investment
Federal income tax results:
Taxable income from operations(1).................... $ (5.00) $ 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.................................. $ 5.00 $ 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............................................ 2.00 $ 37.60 $ 44.87 $ 6.02 -- --
--Refinancing...................................... -- -- -- -- -- --
--Other............................................ $ 3.00 $ 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 half of 1999, the Partnership
reversed $17,000, $22,242 and $1,864, respectively, of amounts previously
included in the allowance for doubtful accounts.
------------------------------
Prior performance is not an indication of future results.
B-12
<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 nine years ended December 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)
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
</TABLE>
B-13
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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......................... 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
Computers......................... 1993 1996 $ 72,479 $ (573) $ 515 $ 1,088 $ 0
Furniture......................... 1993 1996 $ 9,978 $ (2) $ 0 $ 2 $ 0
Material Handling................. 1993 1996 $ 11,824 $ 0 $ 0 $ 0 $ 0
1993 1996 $ 33,190 $ 400 $ 403 $ 3 $ 0
Retail............................ 1993 1996 $ 44,673 $ (5) $ 0 $ 0 $ 0
Sanitation........................ 1993 1996 $ 5,822 $ 0 $ 0 $ 0 $ 0
Video Production.................. 1993 1996 $ 41,465 $ 12,099 $ 12,441 $ 342 $ 0
Medical........................... 1994 1996 $ 12,166 $ 960 $ 2,000 $ 1,040 $ (4,259)
Computers......................... 1991 1997 $ 75,602 $ 4,349 $ 15,753 $ 11,403 $ 19,783
Computers......................... 1993 1997 $ 39,593 $ 6,013 $ 0 $ (6,013) $ 0
Retail............................ 1993 1997 $158,276 $ 16,960 $ 23,438 $ 23,423 $ 5,373
Video............................. 1993 1997 $ 27,273 $ 0 $ 0 $ 0 $ 0
Sanitation........................ 1996 1997 $ 3,571 $ 43 $ 1,380 $ 1,337 $ 0
Computers......................... 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
Telecommunications................ 1995 1999 $ 27,000 $ 6,245 $ 5,000 $ (1,245) $ 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.
B-14
<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 nine years ended December 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)
Transportation................... 1990 1991 $ 13,434 $ 13,858 $ 0 $ (13,858) $ 0
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
</TABLE>
B-15
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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...................... 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)
Restaurant....................... 1990 1992 $ 83,624 $ 194 $ 6,850 $ 6,657 $ (12,961)
Retail........................... 1990 1992 $ 63,030 $ 35,999 $ 581 $ (35,419) $ (1,296)
Sanitation....................... 1990 1992 $ 200,642 $ 12,623 $ 13,101 $ 478 $ (14,846)
Telecommunications............... 1990 1992 $ 64,899 $ 11,997 $ 4,965 $ (7,032) $ (18,620)
Transportation................... 1990 1992 $ 7,610 $ 1 $ 1 $ 0 $ 0
Video Production................. 1990 1992 $ 18,558 $ 3,521 $ 4,302 $ 781 $ (7,177)
Furniture........................ 1991 1992 $ 25,909 $ 28,313 $ 0 $ (28,313) $ 0
Manufacturing & Production....... 1991 1992 $ 51,311 $ 47,497 $ 57,487 $ 9,990 $ 0
Material Handling................ 1991 1992 $ 10,023 $ 10,462 $ 10,595 $ 133 $ 0
Office Equipment................. 1991 1992 $ 15,789 $ 0 $ 0 $ 0 $ 0
Sanitation....................... 1991 1992 $ 18,840 $ 10,122 $ 10,516 $ 394 $ 0
Agriculture...................... 1989 1993 $ 31,500 $ 4,370 $ 10,095 $ 5,725 $ 1,431
Computers........................ 1989 1993 $ 93,554 $ 267 $ 661 $ 394 $ 0
Copiers.......................... 1989 1993 $ 168,679 $ 19,448 $ 23,072 $ 3,624 $ (26,046)
Furniture........................ 1989 1993 $ 116,287 $ 17,152 $ 19,536 $ 2,384 $ (9,084)
Manufacturing & Production....... 1989 1993 $ 14,804 $ 2,832 $ 3,541 $ 709 $ 0
Material Handling................ 1989 1993 $ 20,725 $ 0 $ 1,650 $ 1,650 $ 0
Office Equipment................. 1989 1993 $ 81,777 $ 990 $ 17,490 $ 16,500 $ (4,999)
Telecommunications............... 1989 1993 $ 2,524 $ 0 $ 0 $ 0 $ 0
Video Production................. 1989 1993 $ 22,321 $ 0 $ 0 $ 0 $ 0
Agriculture...................... 1990 1993 $ 132,350 $ 11,556 $ 11,963 $ 407 $ (42,903)
Automotive....................... 1990 1993 $ 75,730 $ 45,795 $ 51,888 $ 6,093 $ (3,043)
Computers........................ 1990 1993 $1,069,393 $ 140,198 $ 164,423 $ 24,225 $ (267,270)
Construction..................... 1990 1993 $ 41,779 $ 5,058 $ 5,075 $ 17 $ (9,774)
Copiers.......................... 1990 1993 $ 23,318 $ 3,058 $ 2,505 $ (553) $ (7,670)
Fixture.......................... 1990 1993 $ 73,038 $ 10,235 $ 10,235 $ 0 $ (22,303)
Furniture........................ 1990 1993 $ 118,834 $ 11,204 $ 11,509 $ 305 $ (10,168)
Manufacturing & Production....... 1990 1993 $1,120,324 $ 139,342 $ 186,899 $ 47,557 $ (271,929)
Material Handling................ 1990 1993 $ 210,922 $ 20,462 $ 29,157 $ 8,695 $ (51,481)
Medical.......................... 1990 1993 $ 380,749 $ 56,711 $ 37,821 $ (18,890) $ (68,880)
Office Equipment................. 1990 1993 $ 69,232 $ 8,695 $ 9,275 $ 580 $ (18,731)
Printing......................... 1990 1993 $ 6,061 $ 1,431 $ 1,050 $ (381) $ (1,388)
Reprographics.................... 1990 1993 $ 82,000 $ 8,200 $ 40,000 $ 31,800 $ 7,109
Restaurant....................... 1990 1993 $ 121,682 $ 10,330 $ 11,517 $ 1,187 $ (28,626)
Retail........................... 1990 1993 $ 11,280 $ 813 $ 1,797 $ 984 $ (2,806)
Sanitation....................... 1990 1993 $ 43,697 $ 5,148 $ 5,152 $ 4 $ (10,588)
Telecommunications............... 1990 1993 $ 278,193 $ 20,246 $ 22,616 $ 2,370 $ (58,857)
Miscellaneous.................... 1990 1993 $ 595,538 $ (98,697) $ 203,595 $ 302,292 $ 0
Video Production................. 1990 1993 $ 7,981 $ 374 $ 374 $ 0 $ (1,484)
Computers........................ 1991 1993 $ 248,090 $ 36,021 $ 36,834 $ 813 $ (9,175)
</TABLE>
B-16
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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..................... 1991 1993 $ 10,590 $ 869 $ 1,875 $ 1,006 $ (4,480)
Furniture........................ 1991 1993 $ 73,541 $ (66) $ 603 $ 669 $ (7,311)
Manufacturing & Production....... 1991 1993 $ 12,951 $ 0 $ 0 $ 0 $ 0
Material Handling................ 1991 1993 $ 43,408 $ 20,390 $ 23,147 $ 2,757 $ (1,015)
Medical.......................... 1991 1993 $ 9,425 $ 5,708 $ 6,513 $ 805 $ 858
Sanitation....................... 1991 1993 $ 37,743 $ 16,285 $ 15,506 $ (779) $ 0
Computers........................ 1992 1993 $ 79,557 $ 38,668 $ 38,668 $ 0 $ (36,961)
Material Handling................ 1992 1993 $ 30,692 $ 149 $ 6,578 $ 6,429 $ (17,976)
Computers........................ 1989 1994 $ 468,870 $ 109,719 $ 109,720 $ 1 $ 102,026
Copiers.......................... 1989 1994 $ 13,461 $ 30 $ 30 $ 0 $ 0
Furniture........................ 1989 1994 $ 218,655 $ 79,000 $ 79,000 $ 0 $ 80,901
Manufacturing & Production....... 1989 1994 $ 90,725 $ (13) $ 0 $ 13 $ 0
Medical.......................... 1989 1994 $ 97,017 $ 699 $ 1,141 $ 441 $ 0
Office Equipment................. 1989 1994 $ 2,796 $ 0 $ 126 $ 126 $ 0
Printing......................... 1989 1994 $ 14,123 $ 0 $ 0 $ 0 $ 0
Telecommunications............... 1989 1994 $ 10,950 $ (2) $ 127 $ 129 $ 0
Agriculture...................... 1990 1994 $ 73,503 $ 11,518 $ 12,258 $ 740 $ (3,345)
Computers........................ 1990 1994 $3,937,366 $ 957,935 $ 959,231 $ 1,295 $ 367,292
Construction..................... 1990 1994 $ 141,052 $ 16,265 $ 16,265 $ 0 $ (14,659)
Fixture.......................... 1990 1994 $ 100,514 $ 10,959 $ 10,959 $ 0 $ (6,640)
Furniture........................ 1990 1994 $ 282,115 $ 89,792 $ 94,919 $ 5,127 $ 43,164
Manufacturing & Production....... 1990 1994 $ 443,855 $ 121,619 $ 137,376 $ 15,757 $ (8,207)
Material Handling................ 1990 1994 $ 411,986 $ 20,972 $ 20,972 $ 0 $ (33,402)
Medical.......................... 1990 1994 $ 462,679 $ 42,572 $ 62,365 $ 19,792 $ 805
Mining........................... 1990 1994 $9,631,966 $1,298,813 $1,298,813 $ 0 $ (689,039)
Office Equipment................. 1990 1994 $ 34,402 $ 3,434 $ 3,434 $ 0 $ (8,258)
Reprographics.................... 1990 1994 $ 16,482 $ 4,547 $ 4,547 $ 0 $ 904
Restaurant....................... 1990 1994 $ 297,355 $ 32,327 $ 33,776 $ 1,449 $ (29,158)
Retail........................... 1990 1994 $ 841,977 $ 440,914 $ 440,914 $ 0 $ 668,569
Sanitation....................... 1990 1994 $ 7,147 $ 0 $ 0 $ 0 $ 0
Telecommunications............... 1990 1994 $ 261,049 $ (6,700) $ 30,311 $ 37,011 $ 11,248
Video Production................. 1990 1994 $ 45,804 $ 5,357 $ 5,365 $ 8 $ (4,684)
Agriculture...................... 1991 1994 $ 15,633 $ 625 $ 629 $ 4 $ 0
Computers........................ 1991 1994 $ 684,631 $ 59,296 $ 59,296 $ 0 $ (213,947)
Copiers.......................... 1991 1994 $ 39,270 $ 2,598 $ 648 $ (1,950) $ (15,152)
Environmental.................... 1991 1994 $ 44,016 $ 864 $ 904 $ 41 $ 0
Furniture........................ 1991 1994 $ 20,546 $ 906 $ 923 $ 17 $ 0
Material Handling................ 1991 1994 $ 66,497 $ 2,470 $ 2,642 $ 172 $ (5,750)
Medical.......................... 1991 1994 $ 602,400 $ 306,415 $ 373,385 $ 66,970 $ 139,985
Sanitation....................... 1991 1994 $ 83,638 $ 4,459 $ 4,634 $ 174 $ 0
Telecommunications............... 1991 1994 $ 11,188 $ 898 $ 1,146 $ 248 $ (3,419)
Manufacturing & Production....... 1993 1994 $ 81,735 $ (61) $ 34 $ 95 $ 0
Material Handling................ 1993 1994 $ 6,578 $ 3,110 $ 3,600 $ 490 $ 0
Sanitation....................... 1994 1994 $ 7,320 $ 0 $ 0 $ 0 $ 0
Computers........................ 1989 1995 $ 24,831 $ 1,574 $ 13 $ (1,561) $ 0
Manufacturing & Production....... 1989 1995 $ 11,262 $ 4,128 $ 0 $ (4,128) $ 0
Computers........................ 1990 1995 $3,151,688 $ 784,267 $ 578,324 $(205,942) $ 61,278
Construction..................... 1990 1995 $ 397,553 $ 139,680 $ 93,172 $ (46,508) $ 2,914
Copiers.......................... 1990 1995 $ 26,920 $ 6,048 $ (0) $ (6,048) $ 0
Furniture........................ 1990 1995 $ 64,010 $ 5,908 $ 4,760 $ (1,148) $ 5,171
Material Handling................ 1990 1995 $ 108,329 $ 7,629 $ 6,899 $ (730) $ (15)
</TABLE>
B-17
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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.......................... 1990 1995 $ 919,987 $ 320,531 $ 260,980 $ (59,551) $ 56,955
Manufacturing & Production....... 1990 1995 $ 846,718 $ 211,207 $ 244,937 $ 33,730 $ 243,103
Office Equipment................. 1990 1995 $ 38,014 $ 4,192 $ 2,111 $ (2,081) $ 1,950
Reprographics.................... 1990 1995 $ 102,003 $ 1 $ 1 $ 0 $ 0
Restaurant....................... 1990 1995 $ 63,437 $ 4,636 $ 1,896 $ (2,740) $ 897
Retail........................... 1990 1995 $2,703,611 $ 349,429 $ 193,032 $(156,397) $ 184,637
Sanitation....................... 1990 1995 $ 58,070 $ 4,110 $ 1,738 $ (2,372) $ 1,518
Video Production................. 1990 1995 $ 3,404 $ 773 $ 0 $ (773) $ 0
Agriculture...................... 1991 1995 $ 23,262 $ 7,034 $ 7,449 $ 415 $ 1,921
Computers........................ 1991 1995 $2,712,345 $ 677,342 $ 648,479 $ (28,863) $ 126,108
Construction..................... 1991 1995 $ 25,214 $ 1,539 $ 2,727 $ 1,188 $ (2,122)
Furniture........................ 1991 1995 $ 62,471 $ 16,192 $ 5,091 $ (11,101) $ (4,400)
Material Handling................ 1991 1995 $ 34,473 $ 12,502 $ 12,105 $ (397) $ 0
Manufacturing & Production....... 1991 1995 $ 132,184 $ 5,116 $ 50,110 $ 44,993 $ 27,132
Office Equipment................. 1991 1995 $ 48,350 $ 7,177 $ 9,506 $ 2,329 $ (2,320)
Restaurant....................... 1991 1995 $ 73,807 $ 3,637 $ 2,910 $ (728) $ (1,107)
Telecommunications............... 1991 1995 $ 52,499 $ 3,093 $ 7,262 $ 4,169 $ (3,403)
Audio............................ 1992 1995 $ 128,455 $ 98,566 $ 122,689 $ 24,123 $ 32,942
Computers........................ 1992 1995 $ 76,900 $ 2,447 $ 15,248 $ 12,801 $ (10,269)
Furniture........................ 1992 1995 $ 188,807 $ 19,652 $ 19,652 $ 0 $ (57,369)
Telecommunications............... 1992 1995 $ 64,731 $ 47,017 $ 55,634 $ 8,616 $ 23,500
Video Production................. 1992 1995 $ 382,790 $ 247,199 $ 298,045 $ 50,846 $ 122,650
Copiers.......................... 1993 1995 $ 35,000 $ 0 $ 0 $ 0 $ 0
Computers........................ 1994 1995 $1,043,007 $ 346,471 $ 739,181 $ 392,710 $ 661,239
Furniture........................ 1994 1995 $ 204,779 $ 171,324 $ 181,605 $ 10,281 $ 0
Medical.......................... 1994 1995 $ 23,671 $ 2,015 $ 2,015 $ 0 $ 0
Manufacturing & Production....... 1994 1995 $ 21,038 $ 17,225 $ 18,733 $ 1,509 $ 1,436
Computers........................ 1995 1995 $ 17,231 $ 16,864 $ 2,383 $ (14,481) $ 0
Telecommunications............... 1989 1996 $ 20,339 $ 0 $ 1,566 $ 1,566 $ 0
Computers........................ 1990 1996 $1,056,724 $ 123,220 $ 88,594 $ (34,626) $ 94,675
Fixtures......................... 1990 1996 $ 19,989 $ 1,285 $ 250 $ (1,034) $ (1,034)
Furniture........................ 1990 1996 $ 34,265 $ 10,881 $ 0 $ (10,881) $ (10,881)
Medical.......................... 1990 1996 $ 49,882 $ 3,282 $ 332 $ (2,949) $ (2,357)
Manufacturing & Production....... 1990 1996 $ 72,805 $ 2,611 $ 1,588 $ (1,023) $ 3,342
Printing......................... 1990 1996 $ 26,691 $ 728 $ 0 $ (728) $ (728)
Reprographics.................... 1990 1996 $ 77,770 $ 5,381 $ 1,037 $ (4,345) $ 0
Retail........................... 1990 1996 $1,332,608 $ 149,542 $ 230,752 $ 81,210 $ 238,200
Telecommunications............... 1990 1996 $ 71,300 $ 4,781 $ 895 $ (3,886) $ 0
Computers........................ 1991 1996 $ 70,789 $ 2,113 $ 1,000 $ (1,113) $ (1,113)
Construction..................... 1991 1996 $ 24,724 $ 3,791 $ 3,857 $ 66 $ 2,506
Furniture........................ 1991 1996 $ 281,079 $ 24,453 $ 28,755 $ 4,302 $ 3,424
Material Handling................ 1991 1996 $ 45,771 $ 7,124 $ 3,307 $ (3,817) $ 0
Restaurant....................... 1991 1996 $ 16,013 $ 1,663 $ 2,152 $ 489 $ 1,976
Video Production................. 1991 1996 $ 56,632 $ 4,245 $ 4,245 $ 0 $ 538
Printing......................... 1993 1996 $ 15,733 $ 3,714 $ 3,814 $ 100 $ 0
Computers........................ 1994 1996 $ 21,284 $ 13,176 $ 0 $ (13,176) $ (13,176)
Fixtures......................... 1994 1996 $ 20,045 $ 0 $ 0 $ 0 $ (14,238)
Manufacturing & Production....... 1994 1996 $ 16,349 $ 6,081 $ 6,191 $ 109 $ (7,085)
Computers........................ 1995 1996 $ 36,894 $ 21,698 $ 0 $ (21,698) $ (29,812)
Fixtures......................... 1994 1996 $ 28,449 $ 25,882 $ 0 $ (25,882) $ (25,882)
Furniture........................ 1994 1996 $ 20,000 $ 0 $ 0 $ 0 $ 0
</TABLE>
B-18
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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 $ 0
Medical.......................... 1995 1999 $ 17,085 $ 0 $ 0 $ (0) $ 0
Restaurant....................... 1995 1999 $ 15,388 $ 3,849 $ 4,318 $ 469 $ (2,419)
Restaurant....................... 1996 1999 $ 12,417 $ 0 $ 883 $ 883 $ (495)
Telecommunications............... 1996 1999 $ 14,867 $ 508 $ 0 $ (508) $ 0
VIDEO PROD....................... 1994 1999 $ 21,919 $ 185 $ 185 $ 0 $ (104)
COMPUTERS........................ 1994 1999 $ 26,405 $ 365 $ 0 $ (365) $ 0
MNFCTRG.......................... 1994 1999 $ 17,333 $ 243 $ 265 $ 22 $ (149)
PRINTING......................... 1994 1999 $ 12,811 $ 82 $ 202 $ 120 $ (113)
PRINTING......................... 1994 1999 $ 21,765 $ 271 $ 272 $ 1 $ (152)
MEDICAL.......................... 1994 1999 $ 18,728 $ 191 $ 191 $ (0) $ (107)
PRINTING......................... 1995 1999 $ 20,534 $ 100 $ 453 $ 353 $ (254)
M & P............................ 1995 1999 $ 17,355 $ 551 $ 524 $ (27) $ (294)
MNFCTRG.......................... 1995 1999 $ 38,583 $ 335 $ 383 $ 48 $ (215)
AUTOMOTIVE....................... 1995 1999 $ 11,619 $ 1,266 $ 1,450 $ 184 $ (812)
FURNITURE........................ 1995 1999 $ 5,211 $ 1,070 $ 1,070 $ 0 $ (600)
FURNITURE........................ 1995 1999 $ 9,677 $ 819 $ 986 $ 167 $ (552)
MNFCTRG.......................... 1996 1999 $ 13,053 $ 3 $ 304 $ 307 $ (171)
MNFCTRG.......................... 1996 1999 $ 28,253 $ 0 $ 0 $ 0 $ 0
MNFCTRG.......................... 1996 1999 $ 28,292 $ 22 $ 300 $ 278 $ (168)
M & P............................ 1997 1999 $ 18,357 $ 615 $ 615 $ 0 $ (345)
</TABLE>
B-19
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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>
FIXTURE.......................... 1997 1999 $ 16,352 $ 25 $ 0 $ (25) $ 0
TELECOM.......................... 1997 1999 $ 33,636 $ 3,597 $ 4,649 $ 1,052 $ (2,605)
OFFC.EQUIP....................... 1997 1999 $ 14,569 $ 0 $ 0 $ 0 $ 0
COMPUTERS........................ 1997 1999 $ 19,035 $ 238 $ 238 $ 0 $ (133)
RETAIL........................... 1997 1999 $ 10,982 $ 5,390 $ 6,679 $ 1,288 $ (3,742)
RESTAURANT....................... 1997 1999 $ 49,262 $ 22,810 $ 24,592 $ 1,782 $ (13,779)
TELECOM.......................... 1997 1999 $ 15,031 $ 3,530 $ 3,000 $ (530) $ (1,681)
TELECOM.......................... 1997 1999 $ 136,756 $ 40,586 $ 10,131 $ 50,717 $ (5,676)
TELECOMM......................... 1997 1999 $ 47,970 $ 14,835 $ 10,722 $ (4,112) $ (6,008)
TELECOMM......................... 1997 1999 $ 3,382 $ 1,979 $ 1,159 $ (820) $ (650)
MNFCTRG.......................... 1997 1999 $ 37,594 $ 1 $ 0 $ 1 $ 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.
B-20
<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 eight years ended December 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
Material Handling................ 1991 1991 $ 1,383 $ 0 $ 269 $ 269 $ 269
Office Equipment................. 1991 1991 $ 1,233 $ 0 $ 0 $ 0 $ 0
Printing......................... 1991 1991 $ 19,967 $ 0 $ 6 $ 6 $ 6
Retail........................... 1991 1991 $ 6,714 $ 557 $ 639 $ 83 $ 83
Sanitation....................... 1991 1991 $ 167,899 $ 168,591 $ 172,406 $ 3,815 $ 3,815
Agriculture...................... 1991 1992 $ 7,013 $ 1,133 $ 300 $ (834) $ (773)
Computers........................ 1991 1992 $ 451,724 $ 57,141 $ 55,313 $ (1,828) $ (38,009)
Construction..................... 1991 1992 $ 233,875 $ 115,470 $ 119,943 $ 4,473 $ (49,808)
Copiers.......................... 1991 1992 $ 4,634 $ (1,798) $ 336 $ 2,134 $ 0
Fixture.......................... 1991 1992 $10,326,838 $1,421,047 $ 614 $(1,420,433) $ 0
Furniture........................ 1991 1992 $ 3,478 $ 1 $ 1 $ 0 $ 0
Material Handling................ 1991 1992 $ 25,677 $ 10,492 $ 11,432 $ 940 $ (3,074)
Medical.......................... 1991 1992 $ 12,817 $ 100 $ 100 $ 0 $ (10,859)
Manufacturing & Production....... 1991 1992 $ 43,629 $ (1,124) $ 1,754 $ 2,878 $ (32,166)
Office Equipment................. 1991 1992 $ 8,342 $ 8,593 $ 3,261 $ (5,332) $ 0
Printing......................... 1991 1992 $ 16,961 $ 790 $ 944 $ 154 $ (9,907)
Restaurant....................... 1991 1992 $ 35,504 $ 22,369 $ 8,777 $ (13,592) $ 0
Retail........................... 1991 1992 $ 118,527 $ 273,200 $ 10,583 $ (262,617) $ (69,026)
Sanitation....................... 1991 1992 $ 253,845 $ 111,627 $ 115,785 $ 4,158 $ 0
Telecommunications............... 1991 1992 $ 12,916 $ 7,936 $ 9,356 $ 1,420 $ (2,588)
Miscellaneous.................... 1991 1992 $ 53,827 $ 21,578 $ 13,932 $ (7,646) $ 1,797
Agriculture...................... 1991 1993 $ 57,287 $ 7,456 $ 9,998 $ 2,542 $ (18,745)
Automotive....................... 1991 1993 $ 6,266 $ 1,328 $ 1,427 $ 99 $ (2,344)
Computers........................ 1991 1993 $ 1,051,652 $ 162,294 $ 207,909 $ 45,615 $ (325,207)
Construction..................... 1991 1993 $ 464,100 $ 55,261 $ 78,501 $ 23,240 $ (73,626)
Fixture.......................... 1991 1993 $ 2,403 $ 0 $ 0 $ 0 $ (15,392)
Furniture........................ 1991 1993 $ 99,455 $ 25,656 $ 15,551 $ (10,105) $ (138,905)
Medical.......................... 1991 1993 $ 1,313,194 $ 708,948 $ 710,991 $ 2,043 $ (81,725)
Manufacturing & Production....... 1991 1993 $ 207,168 $ 25,494 $ 33,904 $ 8,410 $ (2,771)
Office Equipment................. 1991 1993 $ 50,397 $ 10,621 $ 11,360 $ 739 $ (12,948)
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
</TABLE>
B-21
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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 $ 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
Video............................ 1991 1994 $ 8,139 $ (1) $ 327 $ 328 $ 0
Fixture.......................... 1992 1994 $ 15,450 $ 1,223 $ 1,552 $ 328 $ (8,169)
Manufacturing & Production....... 1992 1994 $ 122,247 $ 21,475 $ 31,910 $ 10,435 $ (37,107)
Furniture........................ 1994 1994 $ 65,659 $ 69,225 $ 73,420 $ 4,195 $ 0
Computers........................ 1991 1995 $14,393,689 $1,892,673 $1,681,499 $ (211,174) $ (60,114)
Construction..................... 1991 1995 $ 238,913 $ 14,433 $ 27,420 $ 12,987 $ (149,560)
Copiers.......................... 1991 1995 $ 39,507 $ 3,456 $ 4,077 $ 621 $ 13,504
Fixtures......................... 1991 1995 $ 804,453 $ 113,148 $ 89,760 $ (23,388) $ (16,463)
Furniture........................ 1991 1995 $ 603,534 $ 29,758 $ 76,781 $ 47,023 $ 0
Medical.......................... 1991 1995 $ 3,713,348 $1,692,752 $2,084,752 $ 392,000 $ (260,046)
Manufacturing & Production....... 1991 1995 $ 3,123,635 $ 917,619 $ 768,141 $ (149,478) $(1,022,443)
Office Equipment................. 1991 1995 $ 347,197 $ 17,431 $ 17,435 $ 5 $ (3,502)
Retail........................... 1991 1995 $ 1,765,207 $ 206,416 $ 117,745 $ (88,670) $ 854,893
Sanitation....................... 1991 1995 $ 26,224 $ 6,541 $ (655) $ (7,196) $ 0
Telecommunications............... 1991 1995 $ 373,595 $ 37,285 $ 38,143 $ 858 $ (103,967)
Video Production................. 1991 1995 $ 192,070 $ 4,450 $ 23,511 $ 19,062 $ 55,805
Furniture........................ 1993 1995 $ 54,942 $ 42,999 $ 23,436 $ (19,562)
Material Handling................ 1993 1995 $ 46,931 $ 13,325 $ 13,753 $ 428 $ 0
Restaurant....................... 1994 1995 $ 436,966 $ 379,595 $ 411,179 $ 31,584 $ (17,421)
Retail........................... 1994 1995 $ 35,025 $ 10,101 $ 10,120 $ 19
Telecommunications............... 1994 1995 $ 19,591 $ 11,665 $ 1,542 $ (10,123) $ (13,275)
Fixtures......................... 1995 1995 $ 25,958 $ 26,768 $ 26,866 $ 99
Agriculture...................... 1991 1996 $ 7,362 $ 365 $ 0 $ (365) $ (365)
Computers........................ 1991 1996 $ 3,287,984 $ 417,743 $ 317,557 $ (100,185) $ 469,256
Fixtures......................... 1991 1996 $ 142,743 $ 1,011 $ 0 $ (1,011) $ (1,011)
Furniture........................ 1991 1996 $ 1,670,320 $ (155,540) $ 83,650 $ 239,190 $ 303,948
Medical.......................... 1991 1996 $ 2,023,960 $ 774,664 $ 377,555 $ (397,109) $ 459,686
Manufacturing & Production....... 1991 1996 $ 160,029 $ 4,540 $ 1,849 $ (2,691) $ (812)
Restaurant....................... 1991 1996 $ 85,715 $ (780) $ 7,296 $ 8,077 $ 11,319
Retail........................... 1991 1996 $ 71,310 $ 8,481 $ 1,150 $ (7,331) $ 1,390
Sanitation....................... 1991 1996 $ 4,363 $ 433 $ 0 $ (433) $ (433)
Telecommunications............... 1991 1996 $ 95,843 $ 6,362 $ 9,248 $ 2,886 $ 7,641
Transportation................... 1991 1996 $ 815,481 $ 30,308 $ 85,288 $ 54,980 $ 86,899
Video............................ 1991 1996 $ 180,577 $ 3,186 $ 12,790 $ 9,604 $ 17,915
Automotive....................... 1992 1996 $ 97,543 $ 11,860 $ 12,140 $ 278 $ 0
Environmental.................... 1992 1996 $ 157,907 $ 3,659 $ 8,533 $ 4,874 $ (11,597)
Retail........................... 1992 1996 $ 53,003 $ 3,147 $ 3,897 $ 750 $ 0
Telecommunications............... 1992 1996 $ 362,250 $ (28,983) $ 4,851 $ 33,834 $ (21,366)
Manufacturing & Production....... 1993 1996 $ 16,123 $ 0 $ 0 $ 0 $ 0
Computers........................ 1994 1996 $ 18,698 $ 216 $ 441 $ 255 $ (11,060)
</TABLE>
B-22
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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
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) $ 0
Telecommunications............... 1991 1999 $ 17,935 $ 0 $ 1,300 $ 1,300 $ 539
Computers........................ 1994 1999 $ 15,606 $ 0 $ 1,993 $ 1,993 $ 826
Manufacturing & Production....... 1994 1999 $ 26,567 $ 156 $ 336 $ 180 $ 139
</TABLE>
B-23
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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 1999 $ 15,008 $ 1,383 $ 1,757 $ 374 $ 728
Restaurant....................... 1994 1999 $ 29,171 $ 2,850 $ 1,552 $ (1,297) $ 643
Retail........................... 1995 1999 $ 16,346 $ 0 $ 1 $ 1 $ 1
Computers........................ 1996 1999 $ 44,246 $ 0 $ 1,521 $ 1,521 $ 630
Construction..................... 1996 1999 $ 29,353 $ 1,024 $ 1,774 $ 749 $ 735
Furniture........................ 1996 1999 $ 51,853 $ 0 $ 0 $ 0 $ 0
Medical.......................... 1996 1999 $ 11,554 $ 0 $ 0 $ 0 $ 0
Computers........................ 1991 1999 $ 22,151 $ 262 $ 0 $ (262) $ 0
M & P............................ 1994 1999 $ 18,111 $ 3,810 $ 0 $ (3,810) $ 0
M & P............................ 1994 1999 $ 20,823 $ 208 $ 208 $ (0) $ 86
Computers........................ 1994 1999 $ 16,107 $ 24 $ 487 $ 463 $ 202
Computers........................ 1994 1999 $ 21,282 $ 24 $ 1,071 $ 1,047 $ 444
Restaurant....................... 1994 1999 $ 17,531 $ 182 $ 183 $ 1 $ 76
Video Products................... 1994 1999 $ 59,696 $ 0 $ 500 $ 500 $ 207
Telecommunications............... 1994 1999 $ 28,289 $ 0 $ 1,475 $ 1,475 $ 611
Fixture.......................... 1994 1999 $ 25,973 $ 0 $ 0 $ (0) $ 0
Fixture.......................... 1994 1999 $ 15,912 $ 700 $ 160 $ (540) $ 66
Mnfctrg.......................... 1994 1999 $ 13,786 $ 142 $ 781 $ 639 $ 324
Restaurant....................... 1994 1999 $ 525,049 $ 32,753 $ 68,282 $ 35,529 $ 28,303
Computers........................ 1995 1999 $ 19,978 $ 0 $ 935 $ 935 $ 387
Fixture.......................... 1995 1999 $ 19,087 $ 598 $ 842 $ 244 $ 349
M & P............................ 1995 1999 $ 19,166 $ 3,426 $ 4,100 $ 674 $ 1,699
Computers........................ 1995 1999 $ 36,088 $ 0 $ 0 $ 0 $ 0
Computers........................ 1995 1999 $ 167,544 $ 0 $ 7,000 $ 7,000 $ 2,901
Computers........................ 1995 1999 $ 37,362 $ 0 $ 0 $ 0 $ 0
M & P............................ 1995 1999 $ 14,800 $ 0 $ 0 $ 0 $ 0
Restaurant....................... 1996 1999 $ 13,455 $ 0 $ 2,150 $ 2,305 $ 891
Computers........................ 1996 1999 $ 20,856 $ 0 $ 0 $ 16 $ 0
Retail........................... 1996 1999 $ 12,334 $ 360 $ 1,147 $ 787 $ 476
Telecommunications............... 1996 1999 $ 10,758 $ 0 $ 0 $ 10 $ 0
Printing......................... 1996 1999 $ 14,228 $ 0 $ 0 $ 1 $ 0
Construction..................... 1996 1999 $ 28,878 $ 0 $ 0 $ 0 $ 0
Computers........................ 1996 1999 $ 40,010 $ 0 $ 0 $ 2 $ 0
M & P............................ 1997 1999 $ 12,825 $ 0 $ 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.
B-24
<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 eight years ended December 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)
Material Handling............... 1992 1994 $ 1,292,595 $ 1,131,118 $1,129,165 $ (1,953) $ (7,118)
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
</TABLE>
B-25
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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....................... 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
Furniture....................... 1992 1995 $ 12,485 $ 1,209 $ 0 $ (1,209) $ (1,209)
Material Handling............... 1992 1995 $ 2,697,355 $ 3,586,072 $3,969,642 $1,139,585 $ (724,447)
Medical......................... 1992 1995 $ 3,348,398 $ 714,943 $ 494,343 $ (220,601) $(1,322,760)
Manufacturing & Production...... 1992 1995 $ 1,101,940 $ 268,754 $ 269,476 $ 4,782 $ (67,950)
Office Equipment................ 1992 1995 $ 2,469 $ 0 $ 198 $ 198 $ 0
Restaurant...................... 1992 1995 $ 21,586 $ 3,710 $ 3,732 $ 22 $ 0
Retail.......................... 1992 1995 $ 160,369 $ 29,643 $ 26,957 $ 1,227 $ (751)
Sanitation...................... 1992 1995 $ 6,460 $ 1,545 $ 1,497 $ (48) $ 0
Telecommunications.............. 1992 1995 $ 224,337 $ 37,338 $ 70,923 $ 33,585 $ (718)
Video Production................ 1992 1995 $ 95,387 $ 25,897 $ 30,829 $ 5,442 $ (428)
Medical......................... 1993 1995 $ 426,311 $ 0 $ 0 $ 0 $ 0
Material Handling............... 1993 1995 $ 26,836 $ 19,079 $ 0 $ (19,079) $ (19,078)
Agriculture..................... 1994 1995 $ 16,304 $ 9,913 $ 10,262 $ 348 $ 0
Computers....................... 1994 1995 $ 16,175 $ 15,485 $ 0 $ (15,485) $ (15,485)
Medical......................... 1994 1995 $ 30,222 $ 5,772 $ 8,996 $ 3,225 $ 0
Manufacturing & Production...... 1994 1995 $ 17,817 $ 14,606 $ 15,678 $ 1,072 $ 0
Restaurant...................... 1994 1995 $ 312,000 $ 247,116 $ 271,401 $ 24,285 $ 0
Medical......................... 1995 1995 $ 10,146 $ 1,999 $ 2,000 $ 1 $ 0
Computers....................... 1991 1996 $ 16,882 $ (2) $ 105 $ 107 $ 0
Fixtures........................ 1991 1996 $ 25,308 $ 1,210 $ 3,244 $ 2,034 $ 4,404
Printing........................ 1991 1996 $ 20,891 $ (95) $ 556 $ 650 $ 1,280
Audio........................... 1992 1996 $ 16,137 $ 1,887 $ 1,905 $ 18 $ (1,367)
Automotive...................... 1992 1996 $ 33,805 $ 5,441 $ 2,000 $ (3,441) $ (722)
Computers....................... 1992 1996 $ 280,451 $ 31,923 $ 10,348 $ (21,575) $ (20,806)
Construction.................... 1992 1996 $ 50,624 $ 5,797 $ 6,467 $ 670 $ (1,915)
Copiers......................... 1992 1996 $ 11,160 $ 1,449 $ 0 $ (1,449) $ (845)
Environmental................... 1992 1996 $ 6,810 $ 936 $ 0 $ (936) $ 0
Fixtures........................ 1992 1996 $ 99,216 $ 11,745 $ 20,000 $ 8,255 $ (1,825)
Furniture....................... 1992 1996 $ 20,459 $ 3,706 $ 0 $ (3,706) $ (70)
Material Handling............... 1992 1996 $20,615,957 $10,585,846 $12,476,033 $1,891,187 $ 303,725
Medical......................... 1992 1996 $ 2,462,850 $ 252,786 $ 243,792 $ (8,994) $ (167,648)
Manufacturing & Production...... 1992 1996 $ 1,414,399 $ 117,455 $ 59,071 $ (58,384) $ (74,762)
Office Equipment................ 1992 1996 $ 60,154 $ 9,886 $ 9,300 $ (586) $ (531)
Photography..................... 1992 1996 $ 7,252 $ 1,286 $ 0 $ (1,286) $ 0
Printing........................ 1992 1996 $ 16,757 $ 2,390 $ 0 $ (2,390) $ (2,390)
Restaurant...................... 1992 1996 $ 108,729 $ 13,773 $ 6,318 $ (7,455) $ (3,765)
Retail.......................... 1992 1996 $ 14,165 $ 609 $ 768 $ 159 $ 0
Sanitation...................... 1992 1996 $ 44,503 $ 6,313 $ 4,821 $ (1,491) $ (5,206)
Telecommunications.............. 1992 1996 $ 427,770 $ 44,812 $ 157,751 $ 112,939 $ 72,457
Video Production................ 1992 1996 $ 21,426 $ 3,259 $ 2,455 $ (804) $ 0
</TABLE>
B-26
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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......................... 1993 1996 $ 133,170 $ 4,221 $ 61,949 $ 57,728 $ 6,191
Manufacturing & Production...... 1993 1996 $ 36,441 $ (484) $ 0 $ 484 $ 0
Office Equipment................ 1993 1996 $ 24,195 $ (4) $ 0 $ 4 $ 0
Telecommunications.............. 1993 1996 $ 24,949 $ (4) $ 881 $ 885 $ 0
Computers....................... 1994 1996 $ 252,860 $ 4,417 $ 58,071 $ 53,654 $ 14,037
Fixtures........................ 1994 1996 $ 12,057 $ 0 $ 781 $ 781 $ (6,175)
Furniture....................... 1994 1996 $ 27,035 $ 23,539 $ 26,106 $ 2,567 $ 5,735
Restaurant...................... 1994 1996 $ 16,307 $ 13,051 $ 4,750 $ (8,301) $ (8,301)
Telecommunications.............. 1994 1996 $ 15,157 $ 10,262 $ 11,572 $ 1,310 $ (7,857)
Computers....................... 1995 1996 $ 6,916 $ 201 $ 750 $ 549 $ (4,753)
Fixtures........................ 1995 1996 $ 15,241 $ 9,204 $ 9,796 $ 593 $ 0
Medical......................... 1995 1996 $ 6,162 $ 1,353 $ 19 $ 0 $ 0
Manufacturing & Production...... 1995 1996 $ 26,538 $ 25,942 $ 0 $ (25,942) $ (25,942)
Restaurant...................... 1995 1996 $ 508,782 $ 434,244 $ 487,909 $ 53,665 $ 0
Manufacturing & Production...... 1996 1996 $ 51,625 $ 44,861 $ 48,959 $ 4,098 $ 0
Medical......................... 1991 1997 $ 1,149,504 $ 276,606 $ 96,118 $ 0 $ 188,884
Automotive...................... 1992 1997 $ 24,515 $ 4,367 $ 3,040 $ (1,328) $ 1,981
Computers....................... 1992 1997 $ 347,614 $ 11,917 $ 19,814 $ 7,898 $ 36,824
Copiers......................... 1992 1997 $ 9,748 $ 976 $ 976 $ 0 $ 850
Fixture......................... 1992 1997 $ 104,162 $ 0 $ 0 $ 0 $ 0
Furniture....................... 1992 1997 $ 32,575 $ 5,708 $ 2,170 $ (3,538) $ 1,208
Manufacturing & Production...... 1992 1997 $ 141,478 $ 11,341 $ 7,043 $ (4,298) $ 6,046
Medical......................... 1992 1997 $ 954,760 $ 103,649 $ 109,333 $ 6,185 $ 84,846
Printing........................ 1992 1997 $ 85,513 $ 7,321 $ 5,849 $ (1,472) $ 5,523
Retail.......................... 1992 1997 $ 362,443 $ 60,710 $ 84,800 $ 24,090 $ 79,536
Sanitation...................... 1992 1997 $ 32,997 $ 3,983 $ 0 $ (3,983) $ (0)
Telecommunications.............. 1992 1997 $ 18,803 $ 2,524 $ 0 $ (2,524) $ 0
Video Production................ 1992 1997 $ 20,356 $ 3,472 $ 3,494 $ 22 $ 2,691
Computers....................... 1993 1997 $ 39,800 $ 7,443 $ 7,997 $ 554 $ 0
Fixture......................... 1993 1997 $ 79,718 $ 3,455 $ 3,455 $ 0 $ (12,386)
Furniture....................... 1993 1997 $ 23,436 $ 0 $ 1,307 $ 1,307 $ 0
Manufacturing & Production...... 1993 1997 $ 77,698 $ 421 $ 9,876 $ 9,455 $ 1,527
Restaurant...................... 1993 1997 $ 17,005 $ (3) $ 0 $ 3 $ 0
Retail.......................... 1993 1997 $ 42,786 $ 5,800 $ 32 $ (5,769) $ 0
Telecommunications.............. 1993 1997 $ 76,929 $ 2,509 $ 2,622 $ 113 $ 0
Video Production................ 1993 1997 $ 233,785 $ 52,954 $ 32,076 $ (20,879) $ 0
Computers....................... 1994 1997 $ 125,746 $ 3,499 $ 8,344 $ 4,845 $ (14,285)
Fixture......................... 1994 1997 $ 90,785 $ 6,445 $ 9,149 $ 2,704 $ (33,609)
Manufacturing & Production...... 1994 1997 $ 13,760 $ 962 $ 1,381 $ 419 $ (3,712)
Restaurant...................... 1994 1997 $ 51,400 $ 488 $ 2,198 $ 1,710 $ (18,580)
Retail.......................... 1994 1997 $ 1,501,983 $ 319,666 $ 256,568 $ 2 $ (295,191)
Telecommunications.............. 1994 1997 $ 56,505 $ 546 $ 1,770 $ 1,224 $ (8,729)
Computers....................... 1995 1997 $ 1,754,928 $ 299,886 $ 568,598 $ 1,619 $ 983,173
Manufacturing & Production...... 1995 1997 $ 1,732,267 $ 0 $ 570,337 $ 235,733 $ (603,350)
Medical......................... 1995 1997 $ 88,444 $ 784 $ 4,806 $ 4,022 $ 0
Printing........................ 1995 1997 $ 549,350 $ 58,767 $ 451,179 $ 0 $ 597,439
Retail.......................... 1995 1997 $ 20,061 $ 11,468 $ 11,761 $ 292 $ 0
Computers....................... 1996 1997 $ 36,872 $ 34,667 $ 400 $ (34,267) $ 0
Fixture......................... 1996 1997 $ 51,207 $ 40,982 $ 0 $ (32,982) $ 0
Manufacturing & Production...... 1996 1997 $ 14,123 $ 12,443 $ 1,500 $ (10,943) $ 0
Printing........................ 1996 1997 $ 3,795 $ 0 $ 0 $ 0 $ 0
Computers....................... 1997 1997 $ 20,254 $ 17,290 $ 0 $ (17,290) $ 0
</TABLE>
B-27
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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...................... 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)
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 $ (746)
Computers....................... 1994 1999 $ 484,152 $ 49,621 $ 77,274 $ 27,653 $ (8,379)
Manufacturing & Production...... 1994 1999 $ 12,534 $ 0 $ 908 $ 908 $ (98)
Manufacturing & Production...... 1994 1999 $ 25,719 $ 7,292 $ 7,701 $ 409 $ (835)
Telecommunications.............. 1994 1999 $ 12,190 $ 0 $ 0 $ 0 $ 0
Computers....................... 1996 1999 $ 3,812,276 $ 579,496 $ 837,009 $ 257,513 $ (90,758)
Manufacturing & Production...... 1996 1999 $ 8,961 $ 490 $ 1,550 $ 1,060 $ (168)
Medical......................... 1997 1999 $ 17,800 $ 0 $ 0 $ 0 $ 0
Telecommunications.............. 1997 1999 $ 263,816 $ 187,162 $ 0 $ (187,162) $ 0
Video Production................ 1997 1999 $ 20,226 $ 7,940 $ 6,640 $ (1,300) $ (720)
Medical......................... 1992 1999 $ 5,233 $ 1,102 $ 551 $ (551) $ (60)
M & P........................... 1992 1999 $ 1,341,720 $ 818,979 $ 818,979 $ 0 $ (88,803)
Computers....................... 1993 1999 $ 95,784 $ 12,594 $ 12,500 $ (94) $ (1,355)
Retail.......................... 1994 1999 $ 2,899 $ 1,335 $ 355 $ (980) $ (38)
Restaurant...................... 1994 1999 $ 12,592 $ 0 $ 124 $ 124 $ (13)
Restaurant...................... 1994 1999 $ 26,211 $ 0 $ 195 $ 195 $ (21)
Restaurant...................... 1994 1999 $ 11,043 $ (739) $ 0 $ 739 $ 0
Computers....................... 1994 1999 $ 10,966 $ 149 $ 54 $ (94) $ (6)
Fixtures........................ 1994 1999 $ 27,203 $ 2,693 $ 5,527 $ 2,834 $ (599)
M & P........................... 1994 1999 $ 15,526 $ 0 $ 0 $ 0 $ 0
Computers....................... 1994 1999 $ 345,122 $ (23,209) $ 5,916 $ 29,125 $ (641)
</TABLE>
B-28
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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....................... 1994 1999 $ 121,522 $ (7,903) $ 2,084 $ 9,987 $ (226)
Furniture....................... 1994 1999 $ 192,549 $ 22,516 $ 19,963 $ (2,553) $ (2,165)
Furniture....................... 1994 1999 $ 285,432 $ 44,461 $ 47,079 $ 2,618 $ (5,105)
Computers....................... 1994 1999 $ 13,011 $ (4) $ 51 $ 55 $ (6)
Furniture....................... 1994 1999 $ 41,055 $ 2,886 $ 3,518 $ 632 $ (381)
Computers....................... 1994 1999 $ 98,851 $ 2,552 $ 0 $ (2,552) $ 0
Computers....................... 1994 1999 $ 12,588 $ 2,732 $ 0 $ (2,732) $ 0
Computers....................... 1994 1999 $ 10,114 $ 0 $ 268 $ 268 $ (29)
Telecommunications.............. 1994 1999 $ 15,316 $ (668) $ 17 $ 685 $ (2)
Telecommunications.............. 1994 1999 $ 13,186 $ (2) $ 0 $ 2 $ 0
Telecommunications.............. 1994 1999 $ 12,405 $ (1) $ 301 $ 302 $ (33)
M & P........................... 1994 1999 $ 26,735 $ 559 $ 1,268 $ 709 $ (137)
Manufacturing & Production...... 1994 1999 $ 22,535 $ 0 $ 12 $ 12 $ (1)
Computers....................... 1995 1999 $ 26,257 $ (0) $ 0 $ 0 $ 0
M & P........................... 1995 1999 $ 24,145 $ 5,627 $ 0 $ (5,627) $ 0
Computers....................... 1995 1999 $ 32,228 $ 7,850 $ 0 $ (7,850) $ 0
Computers....................... 1995 1999 $ 12,729 $ 269 $ 305 $ 35 $ (33)
Computers....................... 1995 1999 $ 12,729 $ 269 $ 293 $ 23 $ (32)
Computers....................... 1995 1999 $ 37,862 $ 986 $ 0 $ (986) $ 0
Agriculture..................... 1995 1999 $ 19,492 $ 0 $ 464 $ 471 $ (50)
Manufacturing & Production...... 1995 1999 $ 33,425 $ 1,544 $ 1,775 $ 231 $ (192)
Restaurant...................... 1995 1999 $ 225,088 $ 39,338 $ 42,474 $ 3,136 $ (4,605)
Restaurant...................... 1995 1999 $ 53,838 $ 8,206 $ 10,000 $ 1,794 $ (1,084)
Computers....................... 1995 1999 $ 8,879 $ 4,011 $ 4,011 $ 0 $ (435)
Computers....................... 1995 1999 $ 4,433 $ 3,909 $ 3,909 $ 0 $ (424)
Computers....................... 1995 1999 $ 7,313 $ 988 $ 988 $ 0 $ (107)
Computers....................... 1995 1999 $ 51,748 $ 4,285 $ 4,285 $ 0 $ (465)
Computers....................... 1995 1999 $ 37,957 $ 8,603 $ 8,603 $ 0 $ (933)
Computers....................... 1995 1999 $ 99,621 $ 12,587 $ 141,303 $ 128,716 $ (15,322)
Computers....................... 1995 1999 $ 2,766 $ 1,984 $ 1,984 $ 0 $ (215)
Computers....................... 1995 1999 $ 2,572 $ 325 $ 3,315 $ 2,990 $ (359)
Computers....................... 1995 1999 $ 14,972 $ 4,187 $ 4,187 $ 0 $ (454)
Computers....................... 1995 1999 $ 80,255 $ 10,603 $ 10,603 $ 0 $ (1,150)
Computers....................... 1995 1999 $ 6,018 $ 1,368 $ 1,368 $ 0 $ (148)
Computers....................... 1995 1999 $ 1,044 $ 35 $ 35 $ 0 $ (4)
Computers....................... 1995 1999 $ 28,593 $ 7,644 $ 7,644 $ 0 $ (829)
Computers....................... 1995 1999 $ 35,996 $ 4,891 $ 4,891 $ 0 $ (530)
Computers....................... 1995 1999 $ 54,948 $ 16,725 $ 16,725 $ 0 $ (1,814)
Computers....................... 1995 1999 $ 4,607 $ 600 $ 600 $ 0 $ (65)
Computers....................... 1995 1999 $ 873 $ 304 $ 304 $ 0 $ (33)
Computers....................... 1995 1999 $ 9,886 $ 1,159 $ 1,159 $ 0 $ (126)
Computers....................... 1995 1999 $ 3,859 $ 1,438 $ 1,438 $ 0 $ (156)
Computers....................... 1995 1999 $ 162,298 $ 106,709 $ 106,709 $ 0 $ (11,571)
Computers....................... 1995 1999 $ 10,096 $ 749 $ 749 $ 0 $ (81)
Computers....................... 1995 1999 $ 23,597 $ 2,613 $ 2,613 $ 0 $ (283)
Computers....................... 1995 1999 $ 104,315 $ 15,579 $ 77,013 $ 61,434 $ (8,351)
Computers....................... 1995 1999 $ 26,421 $ 29,728 $ 29,967 $ 238 $ (3,249)
Manufacturing & Production...... 1995 1999 $ 28,593 $ 23,191 $ 23,191 $ 0 $ (2,515)
Furniture....................... 1995 1999 $ 35,524 $ 0 $ 984 $ 984 $ (107)
Computers....................... 1995 1999 $ 73 $ 9 $ 9 $ 0 $ (1)
M & P........................... 1995 1999 $ 2,547,035 $ 2,000,000 $2,000,000 $ 0 $ (216,863)
Computers....................... 1996 1999 $ 2,092 $ 269 $ 269 $ 0 $ (29)
</TABLE>
B-29
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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....................... 1996 1999 $ 185 $ 24 $ 24 $ 0 $ (3)
Computers....................... 1996 1999 $ 28,927 $ 4,903 $ 4,903 $ 0 $ (532)
M & P........................... 1996 1999 $ 17,944 $ 6,464 $ 6,464 $ 0 $ (701)
M & P........................... 1996 1999 $ 5,334 $ 1,885 $ 1,885 $ 0 $ (204)
M & P........................... 1996 1999 $ 35,132 $ 10,123 $ 10,123 $ 0 $ (1,098)
M & P........................... 1996 1999 $ 1,820 $ 223 $ 223 $ 0 $ (24)
Manufacturing & Production...... 1996 1999 $ 12,132 $ 758 $ 1,500 $ 742 $ (163)
Telecommunications.............. 1996 1999 $ 1,458 $ 178 $ 178 $ 0 $ (19)
Telecommunications.............. 1996 1999 $ 32,016 $ 13,128 $ 13,128 $ 0 $ (1,423)
Telecommunications.............. 1997 1999 $ 53,548 $ 100 $ 100 $ 0 $ (11)
Computers....................... 1997 1999 $ 45,888 $ 0 $ 0 $ 0 $ 0
M & P........................... 1997 1999 $ 1,074,631 $ 0 $ 15,955 $ 15,955 $ (1,730)
Manufacturing & Production...... 1997 1999 $ 51,296 $ 1,715 $ 2,028 $ 314 $ (220)
M & P........................... 1997 1999 $ 40,986 $ 1,667 $ 2,000 $ 333 $ (217)
Aircraft........................ 1997 1999 $ 3,417,411 $ 0 $ 0 $ 0 $ 0
Aircraft........................ 1997 1999 $ 3,401,839 $ 175,290 $ 183,025 $ 7,735 $ (19,846)
Manufacturing & Production...... 1995 1999 $ 34,893 $ 5,775 $ 5,775 $ 0 $ (626)
Furniture....................... 1997 1999 $ 58,248 $ 38,793 $ 0 $ 0 $ 0
Medical......................... 1997 1999 $ 11,145 $ 9,875 $ 0 $ 0 $ 0
Manufacturing & Production...... 1994 1999 $ 14,501 $ 145 $ 32 $ (113) $ (3)
Manufacturing & Production...... 1994 1999 $ 20,524 $ 0 $ 0 $ (0) $ 0
Printing........................ 1994 1999 $ 19,964 $ 641 $ 496 $ (145) $ (54)
</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.
B-30
<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 seven years ended December 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 & Production....... 1992 1993 $ 214,901 $ 175,434 $ 180,435 $ 5,001 $ 7,349
Office Equipment................. 1992 1993 $ 56,763 $ 43,220 $ 45,905 $ 2,685 $ 2,491
Photography...................... 1992 1993 $ 26,342 $ 21,122 $ 21,730 $ 608 $ (2,163)
Printing......................... 1992 1993 $ 5,275 $ 3,153 $ 3,153 $ 0 $ (1,923)
Restaurant....................... 1992 1993 $ 409,680 $ 272,826 $ 287,325 $ 14,499 $ 12,819
Sanitation....................... 1992 1993 $ 16,288 $ 15,857 $ 16,556 $ 699 $ 2,098
Telecommunications............... 1992 1993 $ 61,395 $ 61,417 $ 62,977 $ 1,560 $ 8,481
Video Production................. 1992 1993 $ 17,990 $ 14,524 $ 15,710 $ 1,186 $ 1,867
Miscellaneous.................... 1993 1993 $ 120,994 $ 77,602 $ 83,587 $ 5,985 $ 0
Agriculture...................... 1993 1993 $ 116,298 $ 66,730 $ 83,866 $ 17,136 $ (13,187)
Automotive....................... 1993 1993 $ 271,300 $ 116,885 $ 117,399 $ 514 $ 0
Computers........................ 1993 1993 $ 195,697 $ 48,654 $ 56,378 $ 7,724 $ 0
Construction..................... 1993 1993 $ 38,791 $ 21,486 $ 25,834 $ 4,348 $ (5,210)
Copiers.......................... 1993 1993 $ 80,019 $ 9,877 $ 13,724 $ 3,847 $ 0
Environmental.................... 1993 1993 $ 14,991 $ 0 $ 0 $ 0 $ 0
Fixture.......................... 1993 1993 $ 111,120 $ 93,400 $ 109,342 $ 15,942 $ 0
Furniture........................ 1993 1993 $ 25,242 $ 19,885 $ 18,203 $ (1,682) $ 0
Material Handling................ 1993 1993 $ 176,632 $ 155,737 $ 183,099 $ 27,362 $ (1,077)
Medical.......................... 1993 1993 $ 71,355 $ 57,939 $ 61,890 $ 3,951 $ 3,111
Manufacturing & Production....... 1993 1993 $ 26,412 $ 13,095 $ 15,580 $ 2,485 $ 0
Office Equipment................. 1993 1993 $ 14,703 $ 6,487 $ 7,422 $ 935 $ 0
Printing......................... 1993 1993 $ 60,010 $ 12,274 $ 14,636 $ 2,362 $ 1,433
Restaurant....................... 1993 1993 $ 63,908 $ 27,607 $ 31,424 $ 3,817 $ 0
Retail........................... 1993 1993 $ 6,477 $ 1 $ 0 $ (1) $ 0
Sanitation....................... 1993 1993 $ 2,107 $ 82 $ 88 $ 6 $ (1,893)
Telecommunications............... 1993 1993 $ 6,178,527 $5,799,650 $7,119,747 $1,320,097 $1,417,499
Transportation................... 1993 1993 $ 324,407 $ 260,480 $ 292,416 $ 31,936 $ 34,565
Video Production................. 1993 1993 $ 20,683 $ 20,683 $ 25,715 $ 5,032 $ 0
Agriculture...................... 1992 1994 $ 49,841 $ 10,474 $ 10,474 $ 0 $ (6,108)
Audio............................ 1992 1994 $ 32,788 $ 7,383 $ 7,782 $ 399 $ 0
Automotive....................... 1992 1994 $ 126,970 $ 11,657 $ 12,272 $ 615 $ 0
Computers........................ 1992 1994 $ 198,376 $ 8,722 $ 8,549 $ (172) $ (14,333)
Construction..................... 1992 1994 $ 54,843 $ 17,730 $ 17,730 $ 0 $ (4,433)
Copiers.......................... 1992 1994 $ 15,376 $ 1,775 $ 1,775 $ 0 $ (1,079)
Environmental.................... 1992 1994 $ 31,995 $ 0 $ 0 $ 0 $ 0
Fixture.......................... 1992 1994 $ 20,674 $ 164 $ 1,064 $ 900 $ (9,736)
Furniture........................ 1992 1994 $ 61,625 $ 5,370 $ 5,636 $ 266 $ 0
Manufacturing & Production....... 1992 1994 $ 101,122 $ 13,969 $ 14,432 $ 463 $ (21,582)
Material Handling................ 1992 1994 $ 2,734,334 $2,174,030 $2,212,133 $ 38,103 $ 0
Medical.......................... 1992 1994 $ 314,509 $ 34,726 $ 59,635 $ 24,909 $ (113,150)
</TABLE>
B-31
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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................. 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
Fixture.......................... 1993 1994 $ 77,419 $ 302 $ 303 $ 1 $ 0
Furniture........................ 1993 1994 $ 280,317 $ 46,066 $ 50,280 $ 4,214 $ 0
Material Handling................ 1993 1994 $ 192,609 $ 37,782 $ 45,441 $ 7,659 $ (11,521)
Medical.......................... 1993 1994 $ 77,005 $ 27,502 $ 29,111 $ 1,609 $ 0
Manufacturing & Production....... 1993 1994 $ 173,000 $ 18,644 $ 22,629 $ 3,986 $ (2,632)
Miscellaneous.................... 1993 1994 $ 10,796 $ 2,469 $ 2,469 $ 0 $ 0
Office Equipment................. 1993 1994 $ 43,986 $ 4,723 $ 5,910 $ 1,187 $ (975)
Photography...................... 1993 1994 $ 4,929 $ 292 $ 293 $ 1 $ 0
Printing......................... 1993 1994 $ 77,122 $ 8,529 $ 8,530 $ 1 $ (10,269)
Restaurant....................... 1993 1994 $ 626,431 $ 287,444 $ 335,720 $ 48,276 $ (340)
Retail........................... 1993 1994 $ 103,594 $ 3,848 $ 4,856 $ 1,008 $ (412)
Telecommunications............... 1993 1994 $ 3,820,321 $ 919,560 $1,253,601 $ 334,040 $ (102,561)
Transportation................... 1993 1994 $ 287,586 $ 42,283 $ 51,224 $ 8,941 $ 0
Computers........................ 1994 1994 $ 534,310 $ (4,957) $ 0 $ 4,957 $ 0
Telecommunications............... 1994 1994 $ 1,787 $ 74 $ 95 $ 22 $ 0
Audio............................ 1992 1995 $ 67,722 $ 9,191 $ 8,143 $ (1,048) $ (8,721)
Automotive....................... 1992 1995 $ 245,537 $ 55,390 $ 30,876 $ (24,514) $ (62,029)
Computers........................ 1992 1995 $ 670,255 $ 143,868 $ 69,402 $ (74,466) $ (139,420)
Construction..................... 1992 1995 $ 91,856 $ 12,337 $ 11,839 $ (498) $ (12,399)
Copiers.......................... 1992 1995 $ 68,193 $ 17,372 $ 8,598 $ (8,775) $ (14,211)
Fixtures......................... 1992 1995 $ 191,523 $ 41,188 $ 15,314 $ (25,874) $ (49,304)
Furniture........................ 1992 1995 $ 321,142 $ 35,203 $ 22,974 $ (12,230) $ (28,301)
Material Handling................ 1992 1995 $ 34,982 $ 10,003 $ 10,666 $ 662 $ (1,678)
Medical.......................... 1992 1995 $ 89,384 $ 3,814 $ 4,681 $ 867 $ (11,772)
Manufacturing & Production....... 1992 1995 $ 315,323 $ 29,833 $ 26,162 $ (3,671) $ (53,473)
Office Equipment................. 1992 1995 $ 33,105 $ 17,344 $ 13,159 $ (4,185) $ (4,487)
Photography...................... 1992 1995 $ 84,703 $ 13,769 $ 11,838 $ (1,931) $ (17,573)
Printing......................... 1992 1995 $ 73,624 $ 14,780 $ 12,386 $ (2,394) $ (19,388)
Restaurant....................... 1992 1995 $ 712,329 $ 90,616 $ 75,578 $ (15,038) $ (124,260)
Retail........................... 1992 1995 $ 32,891 $ 10,703 $ 8,863 $ (1,840) $ (2,270)
Sanitation....................... 1992 1995 $ 38,998 $ 767 $ 174 $ (594) $ (5,619)
Telecommunications............... 1992 1995 $ 79,770 $ 15,518 $ 12,517 $ (3,001) $ (14,459)
Video Production................. 1992 1995 $ 49,130 $ 2,010 $ 3,312 $ 1,302 $ (6,072)
Agriculture...................... 1993 1995 $ 30,211 $ 1 $ 0 $ (1) $ 0
Automotive....................... 1993 1995 $ 4,282,836 $ 349,513 $ 264,887 $ (84,626) $ (136,043)
Computers........................ 1993 1995 $ 2,229,596 $ 188,186 $ 300,197 $ 112,011 $ (168,156)
Construction..................... 1993 1995 $ 156,808 $ 13,060 $ 13,838 $ 778 $ (4,890)
Copiers.......................... 1993 1995 $ 182,402 $ 34,023 $ 41,091 $ 7,068 $ (10,107)
Environmental.................... 1993 1995 $ 72,193 $ 5,272 $ 10,169 $ 4,897 $ (6,179)
</TABLE>
B-32
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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>
Fixtures......................... 1993 1995 $ 46,183 $ 4,458 $ 11,658 $ 7,200 $ 0
Furniture........................ 1993 1995 $ 188,312 $ 22,536 $ 30,392 $ 7,856 $ (2,545)
Material Handling................ 1993 1995 $ 215,464 $ 49,495 $ 47,550 $ (1,945) $ (8,613)
Medical.......................... 1993 1995 $ 321,168 $ 95,551 $ 62,632 $ (32,918) $ (11,098)
Manufacturing & Production....... 1993 1995 $ 214,562 $ 27,462 $ 18,400 $ (9,062) $ (10,793)
Office Equipment................. 1993 1995 $ 139,093 $ 6,376 $ 8,860 $ 2,485 $ (240)
Printing......................... 1993 1995 $ 86,115 $ 4,822 $ 7,457 $ 2,635 $ (13,293)
Restaurant....................... 1993 1995 $ 409,084 $ 48,198 $ 13,030 $ (35,168) $ (34,988)
Retail........................... 1993 1995 $ 1,611,420 $1,042,917 $1,159,756 $ 116,839 $ 229,970
Telecommunications............... 1993 1995 $ 4,286,056 $ 743,382 $ 725,892 $ (17,490) $ (498,634)
Transportation................... 1993 1995 $ 492,417 $ 107,360 $ 20,019 $ (87,341) $ (41,603)
Video Production................. 1993 1995 $ 44,694 $ 834 $ 2,186 $ 1,353 $ (38)
Computers........................ 1994 1995 $ 87,124 $ 6,538 $ 6,681 $ 143 $ (23,642)
Manufacturing & Production....... 1994 1995 $ 4,274,389 $3,282,651 $3,920,390 $ 637,739 $ 197,449
Restaurant....................... 1994 1995 $ 328,731 $ 249,347 $ 279,689 $ 30,342 $ (13,335)
Telecommunications............... 1994 1995 $ 216,656 $ 23,994 $ 131,743 $ 107,749 $ (34,910)
Computers........................ 1995 1995 $ 36,958 $ 33,442 $ 33,448 $ 6 $ 0
Copiers.......................... 1995 1995 $ 7,609 $ 6,148 $ 6,493 $ 346 $ 0
Medical.......................... 1995 1995 $ 2,583 $ 1,128 $ 2,188 $ 1,059 $ 0
Manufacturing & Production....... 1995 1995 $ 6,457 $ 2,849 $ 2,850 $ 1 $ 0
Agriculture...................... 1992 1996 $ 31,460 $ 0 $ 0 $ 0 $ (682)
Audio............................ 1992 1996 $ 92,826 $ (2,059) $ 3,806 $ 5,865 $ 3,870
Automotive....................... 1992 1996 $ 287,713 $ 6,658 $ 17,197 $ 10,540 $ (3,064)
Boats and Barges................. 1992 1996 $11,212,811 $5,847,446 $6,484,930 $ 997,484 $1,494,529
Computers........................ 1992 1996 $ 898,409 $ 25,742 $ 43,694 $ 17,952 $ (13,007)
Construction..................... 1992 1996 $ 123,305 $ 14,286 $ 8,278 $ (6,008) $ (16,199)
Copiers.......................... 1992 1996 $ 68,955 $ (1,779) $ 1,015 $ 2,794 $ (1,081)
Environmental.................... 1992 1996 $ 40,826 $ 3,783 $ 0 $ (3,783) $ (4,085)
Fixtures......................... 1992 1996 $ 111,866 $ 6,089 $ 3,401 $ (2,688) $ (6,541)
Furniture........................ 1992 1996 $ 146,474 $ 3,363 $ 5,462 $ 2,100 $ (2,755)
Material Handling................ 1992 1996 $ 21,393 $ 8,813 $ 2,100 $ (6,713) $ (2,452)
Medical.......................... 1992 1996 $ 146,946 $ 11,947 $ 9,110 $ (2,837) $ (6,459)
Manufacturing & Production....... 1992 1996 $ 667,197 $ 65,774 $ 45,284 $ (20,490) $ (46,664)
Mining........................... 1992 1996 $ 578,501 $ 170,022 $ 185,000 $ 14,978 $ 60,364
Office Equipment................. 1992 1996 $ 16,072 $ 569 $ 689 $ 120 $ (602)
Photography...................... 1992 1996 $ 141,810 $ 15,166 $ 6,252 $ (8,914) $ (14,371)
Printing......................... 1992 1996 $ 145,378 $ 11,275 $ 15,431 $ 4,156 $ 6,849
Restaurant....................... 1992 1996 $ 884,581 $ 44,176 $ 26,729 $ (17,446) $ (44,464)
Retail........................... 1992 1996 $ 96,493 $ 3,602 $ 6,900 $ 3,298 $ (1,170)
Sanitation....................... 1992 1996 $ 98,510 $ 3,375 $ 493 $ (2,882) $ (2,914)
Telecommunications............... 1992 1996 $ 761,258 $ 59,641 $ 98,290 $ 38,650 $ 47,869
Video Production................. 1992 1996 $ 121,200 $ 6,149 $ 7,489 $ 1,339 $ (3,760)
Agriculture...................... 1993 1996 $ 21,432 $ 0 $ 70 $ 70 $ 0
Automotive....................... 1993 1996 $ 4,857,549 $ 272,271 $ 189,368 $ (82,903) $ (162,026)
Computers........................ 1993 1996 $ 3,479,468 $ 395,869 $ 645,770 $ 249,901 $ (677,445)
Construction..................... 1993 1996 $ 96,756 $ 7,966 $ 30,293 $ 22,327 $ 16,919
Copiers.......................... 1993 1996 $ 106,667 $ 7,311 $ 9,624 $ 2,313 $ (303)
Environmental.................... 1993 1996 $ 247,777 $ 17,423 $ 5,377 $ (12,046) $ (30,332)
Fixtures......................... 1993 1996 $ 105,895 $ 0 $ 1,315 $ 1,315 $ 0
Furniture........................ 1993 1996 $ 279,345 $ 35,048 $ 49,121 $ 14,073 $ (29,464)
Material Handling................ 1993 1996 $ 101,226 $ 2,241 $ 3,333 $ 1,092 $ (104)
Medical.......................... 1993 1996 $ 540,339 $ 7,760 $ 17,215 $ 9,455 $ 1,594
</TABLE>
B-33
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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 $ 726,873 $ 36,559 $ 63,956 $ 27,397 $ (15,009)
Miscellaneous.................... 1993 1996 $ 109,700 $ (5) $ 3,135 $ 3,141 $ 0
Office Equipment................. 1993 1996 $ 325,028 $ 3,026 $ 12,953 $ 9,927 $ (53,619)
Printing......................... 1993 1996 $ 185,965 $ 10,656 $ 20,955 $ 10,299 $ (4,786)
Restaurant....................... 1993 1996 $ 280,383 $ 6,137 $ 12,560 $ 6,424 $ (704)
Retail........................... 1993 1996 $ 440,090 $ 71,872 $ 57,200 $ (14,672) $ (36,991)
Sanitation....................... 1993 1996 $ 18,319 $ 3,870 $ 14,042 $ 10,172 $ 7,122
Telecommunications............... 1993 1996 $ 3,379,187 $ 417,507 $ 467,241 $ 49,735 $ (193,057)
Transportation................... 1993 1996 $ 87,016 $ 8,588 $ 27,917 $ 19,330 $ 14,920
Video Production................. 1993 1996 $ 113,063 $ 9,869 $ 472 $ (9,397) $ (31,337)
Computers........................ 1994 1996 $ 145,099 $ 18,104 $ 33,695 $ 15,591 $ (51,596)
Fixtures......................... 1994 1996 $ 5,701 $ (248) $ 15 $ 263 $ 0
Furniture........................ 1994 1996 $ 43,911 $ 5,660 $ 0 $ (5,660) $ (13,787)
Material Handling................ 1994 1996 $ 40,874 $ 4,719 $ 8,180 $ 3,462 $ 265,046
Medical.......................... 1994 1996 $ 600,290 $ 58,047 $ 64,059 $ 6,012 $ (285,307)
Manufacturing & Production....... 1994 1996 $ 119,549 $ 31,979 $ 25,267 $ (6,712) $ (42,424)
Printing......................... 1994 1996 $ 39,622 $ 6,853 $ 4,000 $ (2,853) $ (15,129)
Restaurant....................... 1994 1996 $ 27,415 $ 14,772 $ 0 $ (14,772) $ (16,490)
Telecommunications............... 1994 1996 $ 15,173 $ (6) $ 302 $ 308 $ 0
Computers........................ 1995 1996 $ 173,672 $ 29,108 $ 20,133 $ (8,975) $ (7,703)
Copiers.......................... 1995 1996 $ 5,041 $ 0 $ 378 $ 378 $ 0
Fixtures......................... 1995 1996 $ 44,435 $ 9,918 $ 7,530 $ (2,389) $ (2,388)
Furniture........................ 1995 1996 $ 11,279 $ 0 $ 0 $ 0 $ (9,023)
Material Handling................ 1995 1996 $ 3,725 $ 125 $ 420 $ 295 $ 0
Medical.......................... 1995 1996 $ 104,042 $ 82,701 $ 37,325 $ (45,376) $ (45,738)
Manufacturing & Production....... 1995 1996 $ 213,504 $ 115,772 $ 77,296 $ (38,476) $ (36,655)
Printing......................... 1995 1996 $ 6,610 $ 2,807 $ 2,967 $ 160 $ 0
Restaurant....................... 1995 1996 $ 69,892 $ 66,077 $ 36,359 $ (29,718) $ (29,718)
Retail........................... 1995 1996 $ 623,532 $ 524,555 $ 584,336 $ 59,781 $ 0
Telecommunications............... 1995 1996 $ 57,101 $ 3,218 $ 1,541 $ (1,677) $ (1,867)
Video Production................. 1995 1996 $ 25,738 $ 12,618 $ 13,408 $ 790 $ 0
Computers........................ 1996 1996 $ 24,535 $ 7,962 $ 0 $ (7,962) $ (7,962)
Manufacturing & Production....... 1996 1996 $ 52,320 $ 52,930 $ 0 $ 52,930 $ 0
Restaurant....................... 1996 1996 $ 7,247 $ 114 $ 1,500 $ 1,386 $ (1,312)
Automotive....................... 1992 1997 $ 35,277 $ 0 $ 10,419 $ 10,419 $ 13,003
Computers........................ 1992 1997 $ 74,483 $ 0 $ 9,165 $ 9,165 $ 13,519
Construction..................... 1992 1997 $ 22,030 $ 4,101 $ 2,891 $ (109) $ 1,200
Environmntal..................... 1992 1997 $ 12,565 $ 2,224 $ 2,225 $ 0 $ 1,893
Fixture.......................... 1992 1997 $ 28,886 $ 0 $ 0 $ 0 $ 2,401
Furniture........................ 1992 1997 $ 31,271 $ 1,531 $ 1,109 $ (422) $ 2,063
Manufacturing & Production....... 1992 1997 $ 6,943 $ 819 $ 1,311 $ 0 $ 1,072
Material Handling................ 1992 1997 $ 4,110,891 $ 925,806 $1,116,242 $ 0 $ 858,263
Mining........................... 1992 1997 $ 217,414 $ 71,977 $ 20,000 $ 0 $ 20,000
Photography...................... 1992 1997 $ 31,894 $ 4,950 $ 3,622 $ 0 $ 2,338
Printing......................... 1992 1997 $ 168,741 $ 18,014 $ 12,537 $ (1,610) $ 11,395
Restaurant....................... 1992 1997 $ 26,616 $ 0 $ 0 $ 0 $ 2,847
Sanitation....................... 1992 1997 $ 9,361 $ 0 $ 0 $ 0 $ 2,119
Telecommunications............... 1992 1997 $ 412,360 $ 39,967 $ 49,682 $ 12,232 $ 52,607
Agriculture...................... 1993 1997 $ 40,194 $ 0 $ 0 $ 0 $ 0
Automotive....................... 1993 1997 $ 888,312 $ 47,663 $ 24,773 $ (22,890) $ 0
Computers........................ 1993 1997 $ 734,252 $ 93,839 $ 90,756 $ (3,083) $ 3,687
Construction..................... 1993 1997 $ 63,042 $ 9,790 $ 10,459 $ 670 $ 0
</TABLE>
B-34
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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.......................... 1993 1997 $ 63,037 $ 0 $ 0 $ 0 $ 0
Environmntal..................... 1993 1997 $ 32,236 $ 4,298 $ 4,796 $ 497 $ 0
Fixtures......................... 1993 1997 $ 9,044,378 $1,170,547 $1,443,061 $ 504,440 $ 743,528
Furniture........................ 1993 1997 $ 315,502 $ 66,485 $ 67,421 $ 936 $ 0
Install Chgs..................... 1993 1997 $ 1,837 $ 0 $ 0 $ 0 $ 0
Manufacturing & Production....... 1993 1997 $ 536,057 $ 69,376 $ 86,814 $ 17,438 $ (4,079)
Miscellaneous.................... 1993 1997 $ 11,404 $ 0 $ 262 $ 262 $ 0
Material Handling................ 1993 1997 $ 208,966 $ 8,685 $ 6,409 $ (2,276) $ 0
Medical.......................... 1993 1997 $ 980,345 $ 14,745 $ 9,015 $ (5,730) $ (4,502)
Office Equipment................. 1993 1997 $ 293,902 $ 39,096 $ 48,162 $ 9,066 $ (10,334)
Photography...................... 1993 1997 $ 106,420 $ 25,078 $ 25,359 $ 281 $ 0
Printing......................... 1993 1997 $ 69,600 $ 1,744 $ 2,253 $ 508 $ 0
Restaurant....................... 1993 1997 $ 1,033,639 $ 178,664 $ 193,503 $ 14,838 $ (13,767)
Retail........................... 1993 1997 $ 801,808 $ 81,489 $ 108,377 $ 26,888 $ (56,651)
Sanitation....................... 1993 1997 $ 38,711 $ 10,814 $ 1,093 $ (9,721) $ 0
Telecommunications............... 1993 1997 $ 2,215,528 $ 167,220 $ 191,182 $ 38,463 $ 73,235
Transportation................... 1993 1997 $ 155,270 $ 27,237 $ 31,561 $ 4,324 $ 2,810
Video Production................. 1993 1997 $ 30,290 $ 0 $ 0 $ 0 $ 0
Agriculture...................... 1994 1997 $ 16,669 $ 2,080 $ 1,356 $ (724) $ 0
Automotive....................... 1994 1997 $ 17,497 $ 2,193 $ 4,453 $ 2,260 $ (2,429)
Computers........................ 1994 1997 $ 246,517 $ 23,978 $ 19,260 $ (201) $ (50,581)
Furniture........................ 1994 1997 $ 77,796 $ 8,383 $ 13,210 $ 4,827 $ (18,169)
Manufacturing & Production....... 1994 1997 $ 770,651 $ 221,135 $ 156,719 $ (4,256) $ (168,342)
Medical.......................... 1994 1997 $ 97,293 $ 13,074 $ 17,107 $ 4,033 $ (15,151)
Printing......................... 1994 1997 $ 33,526 $ 0 $ 0 $ 0 $ 0
Restaurant....................... 1994 1997 $ 17,087 $ 346 $ 2,314 $ 1,968 $ (4,605)
Telecommunications............... 1994 1997 $ 17,862 $ 228 $ 0 $ (228) $ 0
Video Production................. 1994 1997 $ 43,569 $ 0 $ 70 $ 70 $ 0
Audio............................ 1995 1997 $ 24,180 $ 0 $ 0 $ 0 $ 0
Computers........................ 1995 1997 $ 370,580 $ 19,725 $ 21,722 $ 1,997 $ 0
Copiers.......................... 1995 1997 $ 10,564 $ 1,482 $ 0 $ (1,482) $ 0
Fixture.......................... 1995 1997 $ 18,012 $ 0 $ 518 $ 518 $ 0
Furniture........................ 1995 1997 $ 25,418 $ 7,293 $ 8,354 $ 1,061 $ 0
Manufacturing & Production....... 1995 1997 $ 399,479 $ 78,533 $ 35,135 $ (43,397) $ (10,332)
Medical.......................... 1995 1997 $ 131,557 $ 30,567 $ 30,135 $ 1,728 $ 0
Office Equipment................. 1995 1997 $ 12,041 $ 0 $ 1 $ 1 $ 0
Printing......................... 1995 1997 $ 10,883 $ 0 $ 523 $ 523 $ 0
Restaurant....................... 1995 1997 $ 41,979 $ 6,944 $ 7,090 $ 145 $ 0
Telecommunications............... 1995 1997 $ 32,044 $ 644 $ 2,025 $ 1,382 $ 0
Transport........................ 1995 1997 $ 9,915 $ 0 $ 0 $ 0 $ 0
Video Production................. 1995 1997 $ 5,116 $ 1,434 $ 1,619 $ 185 $ 0
Aircraft......................... 1996 1997 $ 5,690,161 $5,231,289 $5,305,164 $ 73,875 $ 0
Computers........................ 1996 1997 $ 69,115 $ 64,613 $ 28,495 $ (36,118) $ 0
Manufacturing & Production....... 1996 1997 $ 112,286 $2,317,341 $2,316,413 $ (929) $ 0
Printing......................... 1996 1997 $ 30,867 $ 24,284 $ 0 $ (24,284) $ 0
Restaurant....................... 1996 1997 $ 21,703 $ 19,339 $ 0 $ (16,339) $ 0
Retail........................... 1996 1997 $ 28,814 $ 24,695 $ 0 $ (24,695) $ 0
Telecommunications............... 1996 1997 $ 646,908 $ 204,268 $ 81,062 $ (123,206) $ (261,441)
Video Production................. 1996 1997 $ 53,503 $ 41,768 $ 45,625 $ 3,857 $ 0
Computers........................ 1997 1997 $ 42,221 $ 41,673 $ 0 $ (37,673) $ 0
Manufacturing & Production....... 1997 1997 $ 56,217 $ 54,750 $ 89,370 $ 34,620 $ 0
Manufacturing & Production....... 1992 1998 $ 25,735 $ 2,404 $ 2,380 $ (24) $ 4,850
</TABLE>
B-35
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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.......................... 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 & Production....... 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 & Production....... 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 & Production....... 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
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 & Production....... 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 & Production....... 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
</TABLE>
B-36
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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................. 1998 1998 $ 47,564 $ 44,703 $ 2,049 $ (42,654) $ 0
Medical.......................... 1992 1999 $ 28,789 $ 827 $ 0 $ (827) $ 0
Computers........................ 1993 1999 $ 17,922 $ 3,464 $ 2 $ (3,462) $ (1)
Retail........................... 1993 1999 $ 19,648 $ 1,016 $ 0 $ (1,016) $ 0
Telecommunications............... 1993 1999 $ 105,620 $ 1,722 $ 2,627 $ 905 $ (987)
Manufacturing & Production....... 1994 1999 $ 5,398,842 $ 417,078 $ 317,300 $ 734,378 $ (119,226)
Retail........................... 1994 1999 $ 1,902,683 $ 332,716 $ 258,913 $ (73,803) $ (97,287)
Manufacturing & Production....... 1995 1999 $ 50,812 $ 2,513 $ 4,224 $ 1,711 $ (1,587)
Audio............................ 1996 1999 $ 59,239 $ 46,600 $ 0 $ (46,600) $ 0
Telecommunications............... 1996 1999 $ 50,887 $ 5,547 $ 4,080 $ (1,467) $ (1,533)
Automotive....................... 1997 1999 $ 15,937 $ 12,294 $ 7,110 $ (5,183) $ (2,672)
Computers........................ 1997 1999 $ 6,768 $ 0 $ 0 $ 0 $ 0
Fixtures......................... 1997 1999 $ 46,838 $ 36,603 $ 38,428 $ 1,825 $ (14,439)
Mining........................... 1997 1999 $ 558,796 $ 502,086 $ 6,109 $ (495,978) $ (2,295)
Automotive....................... 1998 1999 $ 27,718 $ 23,800 $ 14,000 $ (9,800) $ (5,261)
Computers........................ 1998 1999 $ 17,300 $ 7,287 $ 7,844 $ 557 $ (2,947)
Copiers.......................... 1998 1999 $ 6,001 $ 750 $ 743 $ (6) $ (279)
Restaurant....................... 1998 1999 $ 24,567 $ 532 $ 403 $ (129) $ (152)
Telecommunications............... 1998 1999 $ 23,155 $ 16,595 $ 19,332 $ 2,736 $ (7,264)
Medical.......................... 1993 1999 $ 40,440 $ 573 $ 0 $ (573) $ 0
Telecommunications............... 1993 1999 $ 3,602 $ 0 $ 0 $ 4 $ 0
Telecommunications............... 1993 1999 $ 3,302 $ 0 $ 0 $ 2 $ 0
Telecommunications............... 1993 1999 $ 6,463 $ 0 $ 0 $ 7 $ 0
Telecommunications............... 1993 1999 $ 10,189 $ 583 $ 357 $ (226) $ (134)
Telecommunications............... 1993 1999 $ 20,913 $ 0 $ 0 $ 11 $ 0
Telecommunications............... 1993 1999 $ 0 $ 0 $ 0 $ 1 $ 0
Telecommunications............... 1993 1999 $ 16,025 $ 0 $ 156 $ 157 $ (59)
Telecommunications............... 1993 1999 $ 8,077 $ 0 $ 1,260 $ 1,260 $ (473)
Telecommunications............... 1993 1999 $ 9,356 $ 205 $ 425 $ 220 $ (160)
Telecommunications............... 1993 1999 $ 7,887 $ 0 $ 0 $ 2 $ 0
Telecommunications............... 1993 1999 $ 9,739 $ 0 $ 0 $ 9 $ 0
Telecommunications............... 1993 1999 $ 28,879 $ 5,028 $ 3,486 $ (1,541) $ (1,310)
Telecommunications............... 1993 1999 $ 8,356 $ 329 $ 458 $ 129 $ (172)
Telecommunications............... 1993 1999 $ 27,250 $ 282 $ 735 $ 454 $ (276)
Telecommunications............... 1993 1999 $ 44,312 $ 509 $ 0 $ (509) $ 0
Telecommunications............... 1993 1999 $ 32,975 $ 1,170 $ 1,861 $ 690 $ (699)
Telecommunications............... 1993 1999 $ 55,711 $ 8,149 $ 9,700 $ 1,551 $ (3,645)
M & P............................ 1994 1999 $ 427,524 $ 98,964 $ 81,776 $ (17,188) $ (30,728)
M & P............................ 1994 1999 $ 75,587 $ 18,632 $ 12,386 $ (6,246) $ (4,654)
M & P............................ 1994 1999 $ 88,523 $ 17,632 $ 14,253 $ (3,379) $ (5,356)
Restaurant....................... 1994 1999 $ 652,404 $ 39,445 $ 12,049 $ 51,494 $ (4,527)
Restaurant....................... 1994 1999 $ 526,016 $ 59,699 $ 92,475 $ 32,775 $ (34,747)
Retail........................... 1994 1999 $ 31,606 $ 3,077 $ 7,544 $ 4,466 $ (2,835)
Restaurant....................... 1994 1999 $ 427,214 $ 66,712 $ 90,741 $ 24,029 $ (34,096)
Restaurant....................... 1994 1999 $ 412,517 $ 64,593 $ 80,000 $ 15,407 $ (30,060)
Computers........................ 1994 1999 $ 1,027,069 $ 199,621 $ 579,434 $ 379,813 $ (217,723)
Computers........................ 1994 1999 $ 7,079 $ 1,236 $ 2,959 $ 1,724 $ (1,112)
Computers........................ 1994 1999 $ 14,237 $ 2,435 $ 5,951 $ 3,516 $ (2,236)
Computers........................ 1994 1999 $ 966,993 $ 203,165 $ 277,193 $ 74,028 $ (104,156)
Retail........................... 1994 1999 $ 2,219 $ 586 $ 646 $ 60 $ (243)
Retail........................... 1994 1999 $ 2,337 $ 362 $ 675 $ 312 $ (253)
Retail........................... 1994 1999 $ 2,727 $ 423 $ 788 $ 365 $ (296)
</TABLE>
B-37
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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........................... 1994 1999 $ 2,726 $ 423 $ 788 $ 365 $ (296)
Retail........................... 1994 1999 $ 2,337 $ 362 $ 676 $ 313 $ (254)
Retail........................... 1994 1999 $ 2,339 $ 363 $ 677 $ 314 $ (254)
Retail........................... 1994 1999 $ 2,340 $ 363 $ 677 $ 314 $ (254)
Retail........................... 1994 1999 $ 2,727 $ 423 $ 789 $ 366 $ (296)
Retail........................... 1994 1999 $ 2,340 $ 363 $ 677 $ 314 $ (254)
Retail........................... 1994 1999 $ 2,338 $ 362 $ 676 $ 314 $ (254)
Retail........................... 1994 1999 $ 2,338 $ 362 $ 676 $ 314 $ (254)
Retail........................... 1994 1999 $ 2,338 $ 362 $ 676 $ 314 $ (254)
Retail........................... 1994 1999 $ 2,727 $ 423 $ 789 $ 366 $ (296)
Retail........................... 1994 1999 $ 2,338 $ 362 $ 676 $ 314 $ (254)
Retail........................... 1994 1999 $ 1,948 $ 302 $ 564 $ 262 $ (212)
Retail........................... 1994 1999 $ 3,324 $ 543 $ 968 $ 425 $ (364)
Retail........................... 1994 1999 $ 2,221 $ 471 $ 647 $ 176 $ (243)
Retail........................... 1994 1999 $ 2,217 $ 362 $ 646 $ 283 $ (243)
Retail........................... 1994 1999 $ 2,338 $ 362 $ 676 $ 314 $ (254)
Retail........................... 1994 1999 $ 2,338 $ 362 $ 676 $ 314 $ (254)
Retail........................... 1994 1999 $ 1,848 $ 302 $ 538 $ 236 $ (202)
Retail........................... 1994 1999 $ 2,217 $ 362 $ 646 $ 283 $ (243)
Retail........................... 1994 1999 $ 2,217 $ 362 $ 646 $ 283 $ (243)
Retail........................... 1994 1999 $ 2,214 $ 362 $ 642 $ 280 $ (241)
Retail........................... 1994 1999 $ 2,214 $ 362 $ 642 $ 280 $ (241)
Retail........................... 1994 1999 $ 1,845 $ 302 $ 535 $ 233 $ (201)
Retail........................... 1994 1999 $ 2,583 $ 423 $ 749 $ 327 $ (282)
Retail........................... 1994 1999 $ 1,845 $ 302 $ 535 $ 233 $ (201)
Retail........................... 1994 1999 $ 2,214 $ 362 $ 642 $ 280 $ (241)
Retail........................... 1994 1999 $ 2,214 $ 362 $ 642 $ 280 $ (241)
Retail........................... 1994 1999 $ 2,214 $ 362 $ 642 $ 280 $ (241)
Retail........................... 1994 1999 $ 2,214 $ 362 $ 642 $ 280 $ (241)
Retail........................... 1994 1999 $ 2,025 $ 431 $ 582 $ 151 $ (219)
Retail........................... 1994 1999 $ 1,993 $ 374 $ 573 $ 199 $ (215)
Retail........................... 1994 1999 $ 2,583 $ 434 $ 749 $ 316 $ (282)
Retail........................... 1994 1999 $ 2,215 $ 363 $ 643 $ 280 $ (241)
Retail........................... 1994 1999 $ 1,847 $ 302 $ 536 $ 234 $ (201)
Retail........................... 1994 1999 $ 2,215 $ 353 $ 363 $ 10 $ (136)
Retail........................... 1994 1999 $ 2,215 $ 633 $ 643 $ 10 $ (241)
Retail........................... 1994 1999 $ 2,215 $ 633 $ 643 $ 10 $ (241)
Retail........................... 1994 1999 $ 2,215 $ 633 $ 643 $ 10 $ (241)
Retail........................... 1994 1999 $ 2,215 $ 633 $ 643 $ 10 $ (241)
Retail........................... 1994 1999 $ 2,215 $ 633 $ 643 $ 10 $ (241)
Retail........................... 1994 1999 $ 2,215 $ 633 $ 643 $ 10 $ (241)
Retail........................... 1994 1999 $ 2,215 $ 633 $ 643 $ 10 $ (241)
Retail........................... 1994 1999 $ 1,846 $ 543 $ 536 $ (7) $ (201)
Retail........................... 1994 1999 $ 2,215 $ 756 $ 643 $ (113) $ (241)
Retail........................... 1994 1999 $ 2,214 $ 362 $ 642 $ 280 $ (241)
Retail........................... 1994 1999 $ 2,259 $ 370 $ 656 $ 286 $ (246)
Retail........................... 1994 1999 $ 2,262 $ 370 $ 656 $ 286 $ (247)
Retail........................... 1994 1999 $ 2,413 $ 472 $ 576 $ 103 $ (216)
Retail........................... 1994 1999 $ 2,058 $ 311 $ 489 $ 179 $ (184)
Retail........................... 1994 1999 $ 2,671 $ 434 $ 643 $ 209 $ (242)
Retail........................... 1994 1999 $ 2,289 $ 372 $ 551 $ 179 $ (207)
Retail........................... 1994 1999 $ 3,052 $ 495 $ 734 $ 239 $ (276)
</TABLE>
B-38
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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........................... 1994 1999 $ 2,290 $ 634 $ 551 $ (83) $ (207)
Retail........................... 1994 1999 $ 2,289 $ 427 $ 551 $ 124 $ (207)
Retail........................... 1994 1999 $ 2,289 $ 681 $ 551 $ (130) $ (207)
Retail........................... 1994 1999 $ 2,289 $ 681 $ 551 $ (130) $ (207)
Retail........................... 1994 1999 $ 2,289 $ 558 $ 551 $ (7) $ (207)
Retail........................... 1994 1999 $ 2,289 $ 681 $ 551 $ (130) $ (207)
Retail........................... 1994 1999 $ 2,289 $ 542 $ 551 $ 9 $ (207)
Retail........................... 1994 1999 $ 2,289 $ 571 $ 551 $ (20) $ (207)
Retail........................... 1994 1999 $ 2,288 $ 372 $ 604 $ 233 $ (227)
Retail........................... 1994 1999 $ 2,290 $ 372 $ 551 $ 179 $ (207)
Retail........................... 1994 1999 $ 371 $ 53 $ 0 $ (53) $ 0
Furniture........................ 1994 1999 $ 350,643 $ 56,311 $ 75,103 $ 18,792 $ (28,220)
Restaurant....................... 1994 1999 $ 449,614 $ 77,298 $ 100,738 $ 23,440 $ (37,852)
Furniture........................ 1994 1999 $ 420,016 $ 75,170 $ 86,817 $ 11,647 $ (32,622)
Computers........................ 1995 1999 $ 39,169 $ 0 $ 0 $ 0 $ 0
Manufacturing.................... 1995 1999 $ 17,107 $ 2,992 $ 3,637 $ 646 $ (1,367)
Telecommunications............... 1995 1999 $ 43,769 $ (16) $ 0 $ 16 $ 0
Manufacturing.................... 1995 1999 $ 29,329 $ 6,299 $ 6,922 $ 623 $ (2,601)
Computers........................ 1995 1999 $ 18,277 $ 130 $ 130 $ 0 $ (49)
Computers........................ 1995 1999 $ 15,532 $ 0 $ 0 $ 0 $ 0
Retail........................... 1996 1999 $ 10,762 $ 0 $ 0 $ 0 $ 0
M & P............................ 1996 1999 $ 22,476 $ (1) $ 0 $ 1 $ 0
Medical.......................... 1996 1999 $ 29,814 $ 16,707 $ 19,500 $ 2,793 $ (7,327)
Telecommunications............... 1996 1999 $ 11,717 $ 1,796 $ 1,625 $ (171) $ (611)
Telecommunications............... 1996 1999 $ 20,676 $ 6,575 $ 6,355 $ (220) $ (2,388)
Telecommunications............... 1996 1999 $ 84,131 $ 63,935 $ 4,900 $ 68,835 $ (1,841)
Telecommunications............... 1997 1999 $ 247,947 $ 6,099 $ 48,504 $ 42,406 $ (18,225)
Fixtures......................... 1998 1999 $ 57,681 $ 30,036 $ 24,380 $ (5,656) $ (9,161)
Telecommunications............... 1998 1999 $ 55,949 $ 29,322 $ 31,000 $ 1,678 $ (11,648)
Telecommunications............... 1998 1999 $ 76,511 $ 24,996 $ 22,277 $ (2,719) $ (8,371)
Telecommunications............... 1998 1999 $ 50,941 $ 20,693 $ 21,216 $ 523 $ (7,972)
Telecommunications............... 1998 1999 $ 46,177 $ 14,100 $ 3,221 $ 17,321 $ (1,210)
Telecommunications............... 1998 1999 $ 46,701 $ 14,506 $ 3,221 $ 17,728 $ (1,210)
Telecommunications............... 1998 1999 $ 6,200 $ 6,535 $ 11,947 $ 5,412 $ (4,489)
Fixtures......................... 1998 1999 $ 18,814 $ 0 $ 0 $ 0 $ 0
Restaurant....................... 1999 1999 $ 289,146 $ 49,078 $ 64,517 $ 15,439 $ (24,242)
Computers........................ 1997 1999 $ 39,743 $ 0 $ 1,519 $ 1,520 $ (571)
Telecommunications............... 1993 1999 $ 17,874 $ 0 $ 385 $ 387 $ (144)
Material......................... 1996 1999 $ 46,177 $ 0 $ 1,621 $ 1,621 $ (609)
Restaurant....................... 1996 1999 $ 22,040 $ 2,571 $ 3,300 $ 729 $ (1,240)
</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.
B-39
<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 five years ended December 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
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)
</TABLE>
B-40
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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...................... 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 $ 0
Manufacturing & Production...... 1994 1999 $ 499,451 $ 79,381 $ 99,772 $ 20,391 $ (17,023)
Telecommunications.............. 1994 1999 $ 35,338 $ 6,642 $ 8,030 $ 1,388 $ (1,370)
Video Production................ 1994 1999 $ 82,844 $ 845 $ 4,262 $ 3,417 $ (727)
Agriculture..................... 1995 1999 $ 37,934 $ 0 $ 0 $ 0 $ 0
Computers....................... 1995 1999 $ 1,902,926 $ 324,701 $ 267,998 $ (56,703) $ (45,726)
Manufacturing & Production...... 1995 1999 $ 153,515 $ 4,045 $ 5,189 $ 1,145 $ (885)
Medical......................... 1995 1999 $ 132,951 $ 3,102 $ 4,302 $ 1,200 $ (734)
Printing........................ 1995 1999 $ 163,911 $ 7,469 $ 7,797 $ 328 $ (1,330)
Retail.......................... 1995 1999 $ 33,425 $ 0 $ 0 $ 0 $ 0
Computers....................... 1996 1999 $ 3,801,570 $ 587,657 $ 690,917 $ 103,260 $(117,884)
Manufacturing & Production...... 1996 1999 $ 24,096 $ 4,052 $ 6,285 $ 2,232 $ (1,072)
Telecommunications.............. 1996 1999 $ 167,339 $ 39,719 $ 44,185 $ 4,467 $ (7,539)
Material Handling............... 1998 1999 $ 3,801,108 $ 116,045 $ 116,045 $ 0 $ (19,799)
Printing........................ 1998 1999 $ 19,039 $ 0 $ 0 $ 0 $ 0
Computers....................... 1995 1999 $ 12,799 $ 193 $ 218 $ 25 $ (37)
Computers....................... 1994 1999 $ 25,320 $ 2,252 $ 2,628 $ 376 $ (448)
Retail.......................... 1994 1999 $ 27,117 $ 2,922 $ 3,184 $ 262 $ (543)
Fixtures........................ 1994 1999 $ 41,088 $ 933 $ 935 $ 2 $ (160)
Computers....................... 1994 1999 $ 23,517 $ 0 $ 29 $ 29 $ (5)
M & P........................... 1994 1999 $ 18,153 $ 0 $ 0 $ 0 $ 0
Computers....................... 1994 1999 $ 12,332 $ 0 $ 0 $ 0 $ 0
Computers....................... 1994 1999 $ 13,898 $ 0 $ 0 $ 0 $ 0
Computers....................... 1994 1999 $ 41,439 $ 1,046 $ 2,839 $ 1,793 $ (484)
Manufacturing & Production...... 1994 1999 $ 15,588 $ 291 $ 291 $ 0 $ (50)
Telecommunications.............. 1994 1999 $ 15,180 $ 295 $ 293 $ (3) $ (50)
Furniture....................... 1994 1999 $ 351,816 $ 1 $ 1 $ 0 $ (0)
Telecommunications.............. 1994 1999 $ 24,538 $ 0 $ 545 $ 545 $ (93)
Restaurant...................... 1994 1999 $ 566,055 $ 65,854 $ 13,441 $ (52,413) $ (2,293)
Computers....................... 1994 1999 $ 25,681 $ 6,182 $ 2,979 $ (3,203) $ (508)
Computers....................... 1994 1999 $ 88,556 $ 0 $ 1,915 $ 1,915 $ (327)
M & P........................... 1994 1999 $ 362,830 $ 55,581 $ 138,217 $ 82,636 $ (23,582)
M & P........................... 1994 1999 $ 101,989 $ 20,330 $ 29,495 $ 9,165 $ (5,032)
M & P........................... 1994 1999 $ 10,052 $ 2,109 $ 1,379 $ (730) $ (235)
M & P........................... 1994 1999 $ 31,269 $ 5,149 $ 3,589 $ (1,560) $ (612)
M & P........................... 1994 1999 $ 12,409 $ 2,042 $ 3,281 $ 1,239 $ (560)
Manufacturing & Production...... 1995 1999 $ 27,427 $ (0) $ 0 $ 0 $ 0
Printing........................ 1995 1999 $ 30,291 $ 0 $ 0 $ 0 $ 0
Printing........................ 1995 1999 $ 15,345 $ 5,199 $ 0 $ (5,199) $ 0
</TABLE>
B-41
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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 $ 35,003 $ 6,991 $ 3,607 $ (3,384) $ (615)
Printing........................ 1995 1999 $ 24,524 $ 2,044 $ 1,849 $ (195) $ (315)
Computers....................... 1995 1999 $ 316,006 $ 72,902 $ 99,350 $ 26,448 $ (16,951)
Computers....................... 1995 1999 $ 316,006 $ 72,902 $ 27,808 $ (45,094) $ (4,745)
Computers....................... 1995 1999 $ 316,006 $ 72,902 $ 44,108 $ (28,794) $ (7,526)
Computers....................... 1995 1999 $ 2,320 $ 449 $ 399 $ (51) $ (68)
Computers....................... 1995 1999 $ 15,410 $ 2,090 $ 2,946 $ 857 $ (503)
Computers....................... 1995 1999 $ 21,055 $ 2,467 $ 5,619 $ 3,152 $ (959)
Computers....................... 1995 1999 $ 103,037 $ 22,626 $ 20,423 $ (2,203) $ (3,485)
Computers....................... 1995 1999 $ 103,037 $ 22,626 $ 17,132 $ (5,494) $ (2,923)
Computers....................... 1995 1999 $ 14,476 $ 3,595 $ 2,638 $ (957) $ (450)
M & P........................... 1995 1999 $ 10,950 $ 1,696 $ 1,407 $ (289) $ (240)
M & P........................... 1995 1999 $ 5,014 $ 776 $ 669 $ (107) $ (114)
M & P........................... 1995 1999 $ 2,908 $ 427 $ 295 $ (132) $ (50)
M & P........................... 1995 1999 $ 182,824 $ 28,725 $ 13,485 $ (15,240) $ (2,301)
M & P........................... 1995 1999 $ 5,873 $ 886 $ 400 $ (485) $ (68)
M & P........................... 1995 1999 $ 42,095 $ 6,493 $ 2,693 $ (3,800) $ (459)
M & P........................... 1995 1999 $ 121,599 $ 16,642 $ 23,000 $ 6,358 $ (3,924)
M & P........................... 1995 1999 $ 121,599 $ 16,643 $ 21,313 $ 4,670 $ (3,636)
M & P........................... 1995 1999 $ 19,402 $ 2,655 $ 4,019 $ 1,364 $ (686)
Manufacturing & Production...... 1995 1999 $ 5,850 $ 1,027 $ 967 $ (60) $ (165)
Manufacturing & Production...... 1995 1999 $ 5,218 $ 917 $ 893 $ (24) $ (152)
Manufacturing & Production...... 1995 1999 $ 8,281 $ 1,406 $ 1,374 $ (33) $ (234)
Manufacturing & Production...... 1995 1999 $ 4,046 $ 710 $ 669 $ (41) $ (114)
Manufacturing & Production...... 1995 1999 $ 5,588 $ 913 $ 895 $ (18) $ (153)
Manufacturing & Production...... 1995 1999 $ 9,778 $ 1,597 $ 3,141 $ 1,544 $ (536)
Telecommunications.............. 1995 1999 $ 39,384 $ 3,572 $ 0 $ (3,572) $ 0
M & P........................... 1995 1999 $ 7,877 $ 1,220 $ 1,045 $ (174) $ (178)
M & P........................... 1995 1999 $ 5,182 $ 803 $ 672 $ (130) $ (115)
M & P........................... 1995 1999 $ 5,670 $ 878 $ 690 $ (187) $ (118)
M & P........................... 1995 1999 $ 14,882 $ 2,305 $ 1,901 $ (404) $ (324)
M & P........................... 1995 1999 $ 4,594 $ 674 $ 469 $ (205) $ (80)
Restaurant...................... 1995 1999 $ 214,686 $ 29,357 $ 29,975 $ 618 $ (5,114)
Computers....................... 1995 1999 $ 4,459 $ 1,029 $ 354 $ (675) $ (60)
Computers....................... 1995 1999 $ 1,495 $ 389 $ 116 $ (273) $ (20)
Computers....................... 1995 1999 $ 1,485 $ 332 $ 180 $ (152) $ (31)
Computers....................... 1995 1999 $ 3,934 $ 838 $ 421 $ (417) $ (72)
Computers....................... 1995 1999 $ 1,382 $ 295 $ 148 $ (147) $ (25)
Computers....................... 1995 1999 $ 3,990 $ 793 $ 774 $ (20) $ (132)
Computers....................... 1995 1999 $ 8,529 $ 1,634 $ 2,006 $ 372 $ (342)
Computers....................... 1995 1999 $ 1,038 $ 209 $ 36 $ (173) $ (6)
Computers....................... 1995 1999 $ 1,038 $ 209 $ 138 $ (71) $ (24)
Computers....................... 1995 1999 $ 1,260 $ 254 $ 146 $ (108) $ (25)
Computers....................... 1995 1999 $ 1,133 $ 229 $ 223 $ (6) $ (38)
Computers....................... 1995 1999 $ 1,257 $ 254 $ 247 $ (7) $ (42)
Computers....................... 1995 1999 $ 1,035 $ 209 $ 138 $ (71) $ (24)
Computers....................... 1995 1999 $ 1,117 $ 225 $ 141 $ (84) $ (24)
Computers....................... 1995 1999 $ 1,034 $ 209 $ 138 $ (71) $ (24)
Computers....................... 1995 1999 $ 1,823 $ 368 $ 267 $ (101) $ (46)
Computers....................... 1995 1999 $ 1,607 $ 307 $ 379 $ 72 $ (65)
Computers....................... 1995 1999 $ 3,988 $ 762 $ 645 $ (117) $ (110)
Computers....................... 1995 1999 $ 216,772 $ 10,180 $ 15,468 $ 5,289 $ (2,639)
</TABLE>
B-42
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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....................... 1995 1999 $ 8,262 $ 426 $ 800 $ 374 $ (136)
Computers....................... 1995 1999 $ 156,801 $ 7,925 $ 17,888 $ 9,963 $ (3,052)
Computers....................... 1995 1999 $ 25,475 $ 2,703 $ 4,000 $ 1,297 $ (682)
Computers....................... 1995 1999 $ 84,471 $ 8,964 $ 16,205 $ 7,241 $ (2,765)
Computers....................... 1995 1999 $ 30,039 $ 3,192 $ 5,758 $ 2,566 $ (982)
Computers....................... 1995 1999 $ 56,406 $ 5,993 $ 11,137 $ 5,144 $ (1,900)
Computers....................... 1995 1999 $ 1,712 $ 346 $ 163 $ (183) $ (28)
Computers....................... 1995 1999 $ 1,117 $ 225 $ 41 $ (184) $ (7)
Computers....................... 1995 1999 $ 1,038 $ 275 $ 138 $ (137) $ (24)
Computers....................... 1995 1999 $ 4,534 $ 1,011 $ 666 $ (345) $ (114)
Computers....................... 1995 1999 $ 386,611 $ 69,952 $ 62,154 $ (7,798) $ (10,605)
M & P........................... 1995 1999 $ 1,066 $ 247 $ 251 $ 3 $ (43)
Printing........................ 1995 1999 $ 1,071 $ 252 $ 117 $ (135) $ (20)
Printing........................ 1995 1999 $ 1,046 $ 211 $ 136 $ (75) $ (23)
Printing........................ 1995 1999 $ 653 $ 132 $ 124 $ (8) $ (21)
Printing........................ 1995 1999 $ 801 $ 162 $ 129 $ (32) $ (22)
Printing........................ 1995 1999 $ 815 $ 164 $ 130 $ (35) $ (22)
Printing........................ 1995 1999 $ 1,109 $ 224 $ 141 $ (83) $ (24)
Printing........................ 1995 1999 $ 1,976 $ 358 $ 617 $ 259 $ (105)
Printing........................ 1995 1999 $ 1,138 $ 254 $ 50 $ (204) $ (9)
Printing........................ 1995 1999 $ 1,598 $ 289 $ 12,889 $ 12,600 $ (2,199)
Telecommunications.............. 1995 1999 $ 1,081 $ 195 $ 285 $ 90 $ (49)
Retail.......................... 1995 1999 $ 121,497 $ 0 $ 0 $ 0 $ 0
Restaurant...................... 1995 1999 $ 134,614 $ 25,235 $ 29,508 $ 4,273 $ (5,035)
Audio........................... 1995 1999 $ 42,338 $ 0 $ 2,400 $ 2,400 $ (409)
Computers....................... 1995 1999 $ 22,277 $ 749 $ 719 $ (30) $ (123)
Computers....................... 1995 1999 $ 14,089 $ 0 $ 0 $ 0 $ 0
Computers....................... 1905 1999 $ 25,445 $ 681 $ 0 $ (681) $ 0
Computers....................... 1995 1999 $ 13,180 $ 0 $ 0 $ 0 $ 0
Computers....................... 1995 1999 $ 45,421 $ 598 $ 146 $ (453) $ (25)
Computers....................... 1995 1999 $ 16,625 $ 81 $ 81 $ 0 $ (14)
Computers....................... 1995 1999 $ 37,172 $ 12 $ 925 $ 913 $ (158)
Computers....................... 1995 1999 $ 26,446 $ 54 $ 176 $ 122 $ (30)
Computers....................... 1995 1999 $ 43,361 $ 0 $ 1,217 $ 1,217 $ (208)
Computers....................... 1995 1999 $ 34,556 $ 952 $ 963 $ 11 $ (164)
Computers....................... 1995 1999 $ 22,931 $ (0) $ 1,173 $ 1,173 $ (200)
Computers....................... 1995 1999 $ 11,093 $ 0 $ 15 $ 15 $ (3)
Fixture......................... 1995 1999 $ 19,249 $ 0 $ 1,531 $ 1,531 $ (261)
M & P........................... 1995 1999 $ 6,837 $ 0 $ 37 $ 37 $ (6)
M & P........................... 1995 1999 $ 28,490 $ 0 $ 2,870 $ 2,870 $ (490)
M & P........................... 1995 1999 $ 52,753 $ 13,109 $ 13,578 $ 469 $ (2,317)
M & P........................... 1995 1999 $ 21,079 $ 2,108 $ 2,109 $ 1 $ (360)
M & P........................... 1995 1999 $ 10,959 $ 203 $ 206 $ 3 $ (35)
M & P........................... 1995 1999 $ 9,772 $ 49 $ 49 $ 0 $ (8)
Material Handling............... 1995 1999 $ 19,973 $ 0 $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 40,587 $ 0 $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 20,868 $ 0 $ 3 $ 3 $ (0)
Medical......................... 1995 1999 $ 17,843 $ 0 $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 13,774 $ 0 $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 29,369 $ 0 $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 36,383 $ 0 $ 108 $ 108 $ (18)
Medical......................... 1995 1999 $ 31,437 $ 0 $ 0 $ 0 $ 0
</TABLE>
B-43
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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 1999 $ 39,831 $ 0 $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 33,233 $ 0 $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 21,284 $ 942 $ 2,854 $ 1,912 $ (487)
Medical......................... 1995 1999 $ 26,383 $ (0) $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 10,151 $ 0 $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 30,945 $ 13 $ 1,652 $ 1,639 $ (282)
Medical......................... 1995 1999 $ 21,394 $ 300 $ 871 $ 571 $ (149)
Medical......................... 1995 1999 $ 26,170 $ 0 $ 0 $ 0 $ 0
Medical......................... 1995 1999 $ 28,983 $ 0 $ 0 $ 0 $ 0
Manufacturing & Production...... 1995 1999 $ 25,979 $ 0 $ 0 $ 0 $ 0
Manufacturing & Production...... 1995 1999 $ 10,164 $ 2 $ 263 $ 261 $ (45)
Manufacturing & Production...... 1995 1999 $ 35,148 $ 0 $ 89 $ 89 $ (15)
Manufacturing & Production...... 1995 1999 $ 23,164 $ 0 $ 0 $ 0 $ 0
Manufacturing & Production...... 1995 1999 $ 43,800 $ (0) $ 103 $ 104 $ (18)
Manufacturing & Production...... 1995 1999 $ 29,316 $ 0 $ 0 $ 0 $ 0
Office Equipment................ 1995 1999 $ 37,951 $ 0 $ 0 $ 0 $ 0
Retail.......................... 1995 1999 $ 17,373 $ 1,262 $ 1 $ (1,261) $ (0)
Retail.......................... 1995 1999 $ 44,441 $ 0 $ 0 $ 0 $ (0)
Telecommunications.............. 1995 1999 $ 11,321 $ 0 $ 0 $ 0 $ 0
Telecommunications.............. 1995 1999 $ 36,167 $ 30 $ 867 $ 837 $ (148)
Telecommunications.............. 1995 1999 $ 16,277 $ 0 $ 7,059 $ 7,059 $ (1,204)
Telecommunications.............. 1995 1999 $ 9,953 $ 307 $ 0 $ (307) $ 0
M & P........................... 1995 1999 $ 25,752 $ 8,668 $ 9,680 $ 1,012 $ (1,652)
M & P........................... 1995 1999 $ 21,432 $ 7,618 $ 8,559 $ 942 $ (1,460)
Retail.......................... 1995 1999 $ 124,946 $ 95 $ 508 $ 413 $ (87)
Restaurant...................... 1995 1999 $ 41,426 $ 0 $ 0 $ 0 $ 0
Computers....................... 1996 1999 $ 88,930 $ 18,549 $ 9,000 $ (9,549) $ (1,536)
Computers....................... 1996 1999 $ 19,032 $ 4,486 $ 1,046 $ (3,440) $ (179)
Computers....................... 1996 1999 $ 124,579 $ 29,117 $ 0 $ (29,117) $ 0
Computers....................... 1996 1999 $ 626,615 $ 115,317 $ 145,953 $ 30,636 $ (24,902)
Furniture....................... 1996 1999 $ 75,691 $ 7,785 $ 24,318 $ 16,533 $ (4,149)
M & P........................... 1996 1999 $ 11,819 $ 9,137 $ 11,819 $ 2,682 $ (2,017)
M & P........................... 1996 1999 $ 129,226 $ 14,503 $ 17,719 $ 3,216 $ (3,023)
M & P........................... 1996 1999 $ 25,347 $ 2,914 $ 6,543 $ 3,628 $ (1,116)
M & P........................... 1996 1999 $ 437,254 $ 62,508 $ 80,129 $ 17,621 $ (13,671)
Telecommunications.............. 1996 1999 $ 144,827 $ 17,391 $ 30,747 $ 13,356 $ (5,246)
Printing........................ 1996 1999 $ 25,566 $ 3,504 $ 0 $ (3,504) $ 0
Telecommunications.............. 1996 1999 $ 3,709,436 $ 1,084,255 $1,160,332 $ 76,077 $(197,975)
Telecommunications.............. 1996 1999 $ 1,448,798 $ 601,061 $ 647,290 $ 46,229 $(110,440)
Telecommunications.............. 1996 1999 $ 479,613 $ 270,551 $ 285,120 $ 14,569 $ (48,647)
Telecommunications.............. 1996 1999 $ 1,446,711 $ 470,054 $ 491,851 $ 21,797 $ (83,919)
Telecommunications.............. 1996 1999 $ 1,194,614 $ 585,711 $ 620,669 $ 34,958 $(105,898)
Telecommunications.............. 1996 1999 $ 821,135 $ 271,192 $ 300,742 $ 29,550 $ (51,312)
Telecommunications.............. 1996 1999 $ 14,277 $ 761 $ 978 $ 217 $ (167)
Telecommunications.............. 1997 1999 $ 46,349 $ 8,384 $ 16,768 $ 8,384 $ (2,861)
Telecommunications.............. 1997 1999 $ 218,545 $ 140,426 $ 170,357 $ 29,931 $ (29,066)
Printing........................ 1997 1999 $ 54,194 $ (0) $ 0 $ 0 $ 0
Printing........................ 1997 1999 $ 4,993 $ 189 $ 191 $ 2 $ (33)
Telecommunications.............. 1997 1999 $ 146,997 $ 33,095 $ 56,384 $ 23,289 $ (9,620)
Medical......................... 1997 1999 $ 16,213 $ 7 $ 736 $ 729 $ (126)
Printing........................ 1998 1999 $ 17,641 $ 6 $ 84 $ 77 $ (14)
Restaurant...................... 1998 1999 $ 27,916 $ 0 $ 0 $ 0 $ 0
</TABLE>
B-44
<PAGE>
<PAGE>
TABLE V
SALES OR DISPOSITIONS OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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....................... 1995 1999 $ 13,160 $ 0 $ 0 $ 0 $ 0
Computers....................... 1995 1999 $ 30,342 $ 0 $ 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.
B-45
<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 three years ended December 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) $ (27,940)
Computers........................ 1996 1999 $3,558,330 $ 478,483 $ 647,015 $ 168,532 $ (531,702)
Computers........................ 1996 1999 $ 1,666 $ 244 $ 362 $ 118 $ (297)
Computers........................ 1996 1999 $ 16,893 $ 1,751 $ 8,639 $ 6,888 $ (7,099)
Computers........................ 1996 1999 $ 18,489 $ 1,318 $ 9,636 $ 8,318 $ (7,919)
Computers........................ 1996 1999 $ 50,926 $ 7,084 $ 24,280 $ 17,196 $ (19,952)
Computers........................ 1996 1999 $ 13,893 $ 2,391 $ 6,338 $ 3,948 $ (5,209)
Computers........................ 1996 1999 $ 5,930 $ 290 $ 59 $ (232) $ (48)
Computers........................ 1996 1999 $ 2,512 $ 491 $ 384 $ (108) $ (315)
Computers........................ 1996 1999 $ 2,512 $ 351 $ 399 $ 47 $ (328)
Computers........................ 1996 1999 $ 2,388 $ 327 $ 382 $ 55 $ (314)
Computers........................ 1996 1999 $ 5,107 $ 690 $ 0 $ (690) $ 0
Computers........................ 1996 1999 $ 10,727 $ 1,449 $ 50 $ (1,399) $ (41)
Computers........................ 1996 1999 $ 7,142 $ 963 $ 1,123 $ 160 $ (923)
Telecommunications............... 1996 1999 $ 439,385 $ 59,516 $ 8,939 $ (50,577) $ (7,346)
Telecommunications............... 1996 1999 $ 476,718 $ 253,519 $ 264,888 $ 11,370 $ (217,679)
Telecommunications............... 1996 1999 $ 39,469 $ 8,959 $ 300 $ (8,659) $ (247)
Telecommunications............... 1997 1999 $ 10,373 $ 1,563 $ 721 $ (842) $ (593)
Telecommunications............... 1997 1999 $ 235,938 $ 191,900 $ 154,040 $ (37,860) $ (126,586)
</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.
B-46
<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
December 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 Vienna, VA Computers Jun-90 771,520 56,283 827,803
Corporation.................
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, Office Copier Jun-88 34,982 14,857 49,839
FL
Hospital Authority Of Lawrenceville, GA Medical Jun-88 49,274 7,117 56,391
Gwinnett....................
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 Franklin, IN Manufacturing & Jun-95 0 27,000 27,000
Co.......................... Production
Medical Center Of Independence, MO Medical Jun-88 59,838 8,192 68,030
Independence................
New York Telephone............ New York, NY Copiers Jun-88 173,024 32,155 205,179
Newark Beth Israel Medical Newark, NJ Medical Sep-91 0 40,556 40,556
Ctr.........................
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 Derby, CT Agriculture Dec-88 0 31,425 31,425
Shopping....................
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 Staten Island, NY Medical Jun-88 0 26,215 26,215
Assoc.......................
Taco Amigo.................... Audubon, NJ Restaurant Mar-89 0 103,459 103,459
</TABLE>
B-47
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<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>
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, Houston, TX Commercial Copier Dec-90 0 74,677 74,677
Inc.........................
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, Arvada, CO Medical Jun-88 0 25,695 25,695
P.C.........................
Total Equipment transactions less than $25,000..... 266,061 1,385,490 1,651,551
---------- ---------- ----------
$3,295,724 $4,487,744 $7,783,468
========== ========== ==========
</TABLE>
------------------------------
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at December 31, 1999
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
B-48
<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
December 31, 1999
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
A & E Reprographics & Memphis, TN Reprographics Jan-90 $ 0 $ 102,003
Supply.....................
A Action Rental, Inc......... Pittsburg, PA Environmental Equipment Sep-91 0 45,514
Ad Art Design Co., Inc....... Gaitherburg, MD Computers Aug-94 0 26,405
Adams Optics................. Athens, GA Furniture Jun-90 0 26,278
Advance Waste................ Mableton, GA Sanitation Dec-91 0 24,282
Aladdin Carpet Cleaning & Huntington Bch, CA Manufacturing & Production May-95 0 28,292
Rest.......................
Alan Williams & Associates... N. Hollywood, CA Computers Jun-95 0 40,975
Aluminum Company of Pittsburgh, PA Computers Dec-89 0 107,733
America....................
American Disposal, Inc....... Palmyra, PA Front Load Containers Sep-91 0 57,847
American Senior Citizens Orlando, FL Computers Jul-90 0 54,290
Alliance...................
American Senior Citizens Orlando, FL Telecommunications Aug-90 0 56,219
Alliance...................
AP Propane, Inc.............. King Of Prussia, PA Computers Nov-90 352,251 43,294
AP Propane, Inc.............. King Of Prussia, PA Computers Nov-90 1,216,935 115,673
AP Propane, Inc.............. King Of Prussia, PA Computers Nov-90 458,472 43,819
Ascom Bronx, NY Telecommunications Apr-94 0 36,547
Communications, Inc........
Assix International, Inc..... Tampa, MA Computers Nov-89 192,258 20,187
Assix International, Inc..... Tampa, FL Furniture Nov-89 0 75,299
B & D Hauling, Inc........... Columbus, OH Front Load Containers Sep-91 0 51,268
B & P Refuse Manassas, VA Containers & Carts Jul-90 0 47,913
Disposal, Inc..............
Badalaty, DMD Madeline M..... Ocean Township, NJ Medical Oct-90 0 25,882
Ballingers USA, Inc.......... New York, NY Furniture May-92 0 188,807
Barry S. Kaplan Md Pa........ Miami, FL Computers Jun-95 0 35,313
Bell Telephone of Pittsburgh, PA Office Equipment Oct-89 0 85,048
Pennsylvania...............
Bendor Corp.................. Dallas, TX Fixture Dec-90 24,599 3,048
BJ's Kountry Kitchen......... Fresno, CA Restaurant Equipment Jun-91 0 60,255
Blispak, Inc................. Whippany, NJ Manufacturing & Production Aug-90 0 125,371
Bluebonnet Milling Company... Ardmore, OK Material Handling Dec-90 34,378 3,014
BOC, Inc..................... Murray Hill, NJ Computers Sep-89 178,212 36,246
Bowers Sanitation............ Vickery, OH Sanitation Dec-91 0 32,682
Braintec Corporation......... Irvine, CA Computers Apr-95 0 27,291
Brenlar Investments, Inc..... Novaro, CA Furniture Oct-94 0 303,000
Bull Run Metal Fabricators... Powel, TN Manufacturing & Production Mar-90 0 31,129
Buntastic, Inc............... Savannah, GA Restaurant Equipment Dec-90 36,986 2,989
Business Application Costa Mesa, CA Furniture Dec-90 0 29,806
Soures.....................
Cal Rentals & Sales, Inc..... Pittsburg, PA Construction Jun-91 0 24,724
Captain Cookie Company....... Shreveport, LA Restaurant Equipment Jun-90 0 26,305
Card Brothers Merrill, MI Computers Dec-90 55,570 4,943
Equipment, Inc.............
Career Systems, Inc.......... Knoxville, TN Computers Mar-90 0 26,489
Centran Mississippi Farm..... Vicksburg, MS Agriculture Sep-90 0 126,048
Channel 17 Associates Ltd.... Birmingham, AL Video Production Sep-92 0 104,457
Channel 17 Associates Ltd.... Birmingham, AL Video Production Sep-92 0 278,333
Channel 17 Associates Ltd.... Birmingham, AL Telecommunications Sep-92 0 64,731
Channel 17 Associates, Birmingham, AL Audio Equipment Aug-93 0 128,455
Ltd........................
Chester Wojda................ Zephyrhills, FL Material Handling Oct-95 0 26,533
Chris & John's Auto Milwaukie, OR Material Handling Dec-90 43,082 3,740
Body, Inc..................
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
A & E Reprographics & $ 102,003
Supply.....................
A Action Rental, Inc......... 45,514
Ad Art Design Co., Inc....... 26,405
Adams Optics................. 26,278
Advance Waste................ 24,282
Aladdin Carpet Cleaning & 28,292
Rest.......................
Alan Williams & Associates... 40,975
Aluminum Company of 107,733
America....................
American Disposal, Inc....... 57,847
American Senior Citizens 54,290
Alliance...................
American Senior Citizens 56,219
Alliance...................
AP Propane, Inc.............. 395,545
AP Propane, Inc.............. 1,332,608
AP Propane, Inc.............. 502,291
Ascom 36,547
Communications, Inc........
Assix International, Inc..... 212,445
Assix International, Inc..... 75,299
B & D Hauling, Inc........... 51,268
B & P Refuse 47,913
Disposal, Inc..............
Badalaty, DMD Madeline M..... 25,882
Ballingers USA, Inc.......... 188,807
Barry S. Kaplan Md Pa........ 35,313
Bell Telephone of 85,048
Pennsylvania...............
Bendor Corp.................. 27,648
BJ's Kountry Kitchen......... 60,255
Blispak, Inc................. 125,371
Bluebonnet Milling Company... 37,391
BOC, Inc..................... 214,459
Bowers Sanitation............ 32,682
Braintec Corporation......... 27,291
Brenlar Investments, Inc..... 303,000
Bull Run Metal Fabricators... 31,129
Buntastic, Inc............... 39,975
Business Application 29,806
Soures.....................
Cal Rentals & Sales, Inc..... 24,724
Captain Cookie Company....... 26,305
Card Brothers 60,513
Equipment, Inc.............
Career Systems, Inc.......... 26,489
Centran Mississippi Farm..... 126,048
Channel 17 Associates Ltd.... 104,457
Channel 17 Associates Ltd.... 278,333
Channel 17 Associates Ltd.... 64,731
Channel 17 Associates, 128,455
Ltd........................
Chester Wojda................ 26,533
Chris & John's Auto 46,822
Body, Inc..................
</TABLE>
B-49
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Chrysler Motor Corp.......... Highland, MI Computers Mar-91 $ 2,039,527 $ 649,217
Ciba-Geigy................... Ardsley, NY Computers Sep-89 123,897 9,984
Circuit Wise, Inc............ North Haven, CT Manufacturing & Production Jan-91 0 108,613
Circuit Wise, Inc............ North Haven, CT Manufacturing & Production Jan-95 0 50,110
CIS Corp..................... College Park, GA Telecommunications Mar-97 0 822,592
Clark Bagels Inc............. Clark, NJ Fixture Apr-95 0 27,790
Clear Film Printing, Inc..... Kaufman, TX Printing Sep-89 0 26,000
Coastal Blue, Inc............ San Juan Capistrano, CA Copiers Nov-89 0 130,000
Colorgraphics of Phoenix, AZ Reprographics Dec-90 48,787 4,289
Arizona, Inc...............
Concord Chrysler Plymouth.... Concord, MA Manufacturing & Production Jun-93 0 26,401
Consolidated Waste Washington, DC Sanitation Jun-90 0 31,990
Ind., Inc.,................
Criterion Labs, Inc.......... San Jose, CA Manufacturing & Production Mar-95 0 37,594
D & V Carting................ Wellington, FL Sanitation Dec-91 0 28,137
Dalane Machining, Inc........ Tampa, FL Material Handling Jul-92 0 30,692
Dalla Corte Lumber, Inc...... Stafford Spring, CT Manufacturing & Production Jul-90 0 28,875
Data Broadcasting Corp....... Vienna, VA Satellite Dishes Jun-90 771,520 56,283
Days Inn Motel............... Orlando, FL Telecommunications Dec-90 65,891 5,409
Dennis Owens Dba............. Dekalb, IL Manufacturing & Production Apr-95 0 28,253
Dow Chemical Company......... Midland, MI Manufacturing & Production Aug-90 612,686 187,631
Dr. Alexander A. Tocher, MD.. Millerplace, NY Furniture Jun-90 0 56,460
Dr. Peter Williams........... Brooklyn, NY Medical Nov-89 0 25,919
Dr. Ronald C. Pluese......... Boca Raton, FL Medical Jun-90 0 41,659
Dr. Travis A. Gresham........ Bonita Springs, FL Medical Jun-90 0 28,408
DSC Corporate Plano, TX Computers Jun-90 934,676 476,765
Services, Inc..............
Durand's Meat & Grocery Youngsville, LA Computers Sep-90 0 27,391
Co., Inc...................
East Tennessee Warehousing... Ooltewah, TN Material Handling Apr-90 0 135,655
Edward Lewis and Sons........ Mineola, NY Furniture Sep-89 0 25,392
EPI Technologies, Inc........ Richardson, TX Medical May-90 0 168,516
Expedi Printing, Inc......... New York, NY Manufacturing & Production Jun-90 0 32,435
Express Food Stores, Inc..... Flagstaff, AZ Restaurant Equipment Dec-90 28,595 2,759
First Coast Paralegal Jacksonville Beach, FL Computers Sep-90 0 46,267
Clinic.....................
FMC Corporation.............. Chicago, IL Computers Nov-90 326,531 41,141
Ford Motor Company........... Dearborn, MI Computers Feb-91 194,951 32,193
Fred Meyer, Inc.............. Portland, OR Computers Sep-90 1,288,916 130,877
Fred Meyer, Inc.............. Portland, OR Retail Sep-90 2,274,335 300,261
Fred Meyer, Inc.............. Portland, OR Computers Oct-90 1,134,269 149,549
Fred Meyer, Inc.............. Portland, OR Computers Oct-90 2,767,380 351,826
Fred Meyer, Inc.............. Portland, OR Retail Oct-90 585,706 59,424
Fred Meyer, Inc.............. Portland, OR Retail Oct-90 101,709 12,845
Fred Meyer, Inc.............. Portland, OR Computers Jun-94 475,927 193,466
Fred Meyer, Inc.............. Portland, OR Computers Jun-94 271,472 116,806
Frymaster Corporation........ Shrevport, LA Copiers Feb-91 0 40,840
Gary Baldwin................. Dallas, TX Agriculture Apr-90 0 26,036
Gaton St. Clement Corp....... Chavin, LA Point Of Sale Registers Jul-90 0 27,679
GE Plastics.................. Pittsfield, MA Copiers Sep-89 45,069 5,579
GE Plastics.................. Pittsfield, FL Furniture Dec-89 0 31,376
GE Plastics.................. Pittsfield, MA Furniture May-90 91,362 14,539
GE Plastics.................. Pittsfield, MA Telecommunications May-90 29,988 4,862
Gem City Engineering Co...... Dayton, OH Electrical Dec-90 0 68,755
Goshen Crossing Mobile....... Gaithersburg, MD Material Handling Jul-90 0 26,219
Greystone Drugs, Inc......... Bronx, NY Fixture Jan-95 0 28,449
Harlan M. Kretch Dba......... Mankato, MN Manufacturing & Production Nov-95 0 31,312
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Chrysler Motor Corp.......... $ 2,688,744
Ciba-Geigy................... 133,882
Circuit Wise, Inc............ 108,613
Circuit Wise, Inc............ 50,110
CIS Corp..................... 822,592
Clark Bagels Inc............. 27,790
Clear Film Printing, Inc..... 26,000
Coastal Blue, Inc............ 130,000
Colorgraphics of 53,076
Arizona, Inc...............
Concord Chrysler Plymouth.... 26,401
Consolidated Waste 31,990
Ind., Inc.,................
Criterion Labs, Inc.......... 37,594
D & V Carting................ 28,137
Dalane Machining, Inc........ 30,692
Dalla Corte Lumber, Inc...... 28,875
Data Broadcasting Corp....... 827,803
Days Inn Motel............... 71,300
Dennis Owens Dba............. 28,253
Dow Chemical Company......... 800,317
Dr. Alexander A. Tocher, MD.. 56,460
Dr. Peter Williams........... 25,919
Dr. Ronald C. Pluese......... 41,659
Dr. Travis A. Gresham........ 28,408
DSC Corporate 1,411,441
Services, Inc..............
Durand's Meat & Grocery 27,391
Co., Inc...................
East Tennessee Warehousing... 135,655
Edward Lewis and Sons........ 25,392
EPI Technologies, Inc........ 168,516
Expedi Printing, Inc......... 32,435
Express Food Stores, Inc..... 31,354
First Coast Paralegal 46,267
Clinic.....................
FMC Corporation.............. 367,673
Ford Motor Company........... 227,144
Fred Meyer, Inc.............. 1,419,794
Fred Meyer, Inc.............. 2,574,596
Fred Meyer, Inc.............. 1,283,818
Fred Meyer, Inc.............. 3,119,206
Fred Meyer, Inc.............. 645,130
Fred Meyer, Inc.............. 114,554
Fred Meyer, Inc.............. 669,394
Fred Meyer, Inc.............. 388,278
Frymaster Corporation........ 40,840
Gary Baldwin................. 26,036
Gaton St. Clement Corp....... 27,679
GE Plastics.................. 50,648
GE Plastics.................. 31,376
GE Plastics.................. 105,901
GE Plastics.................. 34,850
Gem City Engineering Co...... 68,755
Goshen Crossing Mobile....... 26,219
Greystone Drugs, Inc......... 28,449
Harlan M. Kretch Dba......... 31,312
</TABLE>
B-50
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Harnischfeger Industries..... Pensacola, FL Medical Dec-90 $ 0 $ 44,148
Harnischfeger Industries..... Brookfield, WI Computers Oct-92 79,557 0
Henry Guzmah................. Fountain Valley, CA Furniture Jun-91 0 26,005
Hexcel Corp.................. Dublin, CA Computers Nov-90 566,036 76,534
HMS Property Management Beachwood, OH Furniture Jul-90 0 34,265
Group......................
Hometown Buffet, Inc......... San Diego, CA Restaurant Feb-95 0 618,000
Hughes Aircraft Company...... Los Angeles, CA Computers Apr-90 37,907 502,692
Imperial Plastics, Inc....... Lakeville, MN Manufacturing & Production Aug-90 0 530,400
Indy Pro Audio Production Indianapolis, IN Manufacturing & Production Aug-95 0 35,155
Srvc.......................
Institutional Laundry Lakewood, NJ Manufacturing & Production May-95 0 39,006
Services...................
International Business St. Louis, MO Computers Feb-90 0 28,642
Software...................
International Grand Haven, MI Material Handling Dec-90 28,688 2,540
Tollers, Inc...............
Iowa Electric Light & Cedar Rapids, IA Computers Nov-90 0 42,714
Power Co...................
J & M Enterprises, Inc....... Fletcher, OH Manufacturing & Production Mar-94 0 27,927
J & P Party Supply........... Garden City Park, NY Computers Oct-90 0 26,174
J. K. & Susie L. Wadley...... Dallas, TX Medical Apr-90 0 140,608
JGQ Corp..................... Medina, OH Computers Aug-90 0 26,000
Jim Malhart Piano & Mcallen, TX Computers May-90 0 69,222
Organ Co...................
Joe Ledbetter................ Visalia, CA Material Handling Dec-90 81,012 6,659
Joel Rubenstein MD PhD....... Reno, NV Medical Feb-91 0 527,280
Joseph A Seagrams & New York, NY Telecommunications May-90 67,199 6,068
Sons, Inc..................
Joseph A Seagrams & New York, NY Computers Oct-90 68,287 8,086
Sons, Inc..................
Joseph L. Taylor............. Las Vegas, NV Computers Apr-95 0 26,752
K-Jon, Inc................... Lake Charles, LA Restaurant Equipment Jun-90 0 29,620
K & M Fashion, Inc........... South Gate, CA Retail Oct-90 0 44,385
Ken Davis.................... Watertown, MA Manufacturing & Production Sep-89 0 42,659
Kimberling Inn, Inc.......... Kimberling City, MO Computers Dec-90 23,230 1,884
L. Cade Havard............... Plano, TX Computers Jul-90 0 25,795
Lageroza, Inc................ Atlantic City, NJ Computers Sep-90 0 25,549
Lee's Famous Recipe Country Muskegon, MI Restaurant Equipment Dec-90 100,200 8,995
Chicken....................
Legal Arts................... Dallas, TX Reprographics Feb-90 0 85,280
Letap of St. George, Inc..... St. George, SC Furniture Jan-91 0 239,742
Liberty Collection Antamonte Springs, FL Computers Dec-90 42,434 3,495
Bureau, Inc................
Logic Automation, Inc........ Beauerton, OR Computers Jul-90 0 249,135
Lorelei Productions, Inc..... Sevierville, TN Video Production Apr-90 0 26,174
Louisiana Interests Inc Dba New Orleans, LA Restaurant Equipment Dec-95 0 36,672
Oz.........................
Lusk Onion, Inc.............. Clovis, NM Manufacturing & Production Dec-90 37,414 2,956
M.J.M. Research, Inc......... Mission, KS Computers Apr-96 0 52,676
Maddox Resources, Inc........ Riverbank, CA Restaurant May-96 0 49,262
Madison Auto Body Madison, NJ Automotive Apr-95 0 44,157
Shop Inc...................
Main Street Cafe............. Medina, OH Point Of Sale Registers Aug-90 0 26,000
Maxtor Corp.................. San Jose, CA Computers Feb-91 233,149 32,500
McCaw-Benzi Insurnace Greenville, TX Computers Dec-90 33,922 2,845
Agency.....................
Medfone Nationwide, Inc...... Wantagh, NY Telecommunications Feb-91 0 52,499
Medical Home Health, Inc..... Sallisaw, OK Telecommunications Mar-94 0 28,233
Melhart Piano................ McAllen, TX Network System May-90 0 69,222
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Harnischfeger Industries..... $ 44,148
Harnischfeger Industries..... 79,557
Henry Guzmah................. 26,005
Hexcel Corp.................. 642,571
HMS Property Management 34,265
Group......................
Hometown Buffet, Inc......... 618,000
Hughes Aircraft Company...... 540,599
Imperial Plastics, Inc....... 530,400
Indy Pro Audio Production 35,155
Srvc.......................
Institutional Laundry 39,006
Services...................
International Business 28,642
Software...................
International 31,228
Tollers, Inc...............
Iowa Electric Light & 42,714
Power Co...................
J & M Enterprises, Inc....... 27,927
J & P Party Supply........... 26,174
J. K. & Susie L. Wadley...... 140,608
JGQ Corp..................... 26,000
Jim Malhart Piano & 69,222
Organ Co...................
Joe Ledbetter................ 87,672
Joel Rubenstein MD PhD....... 527,280
Joseph A Seagrams & 73,266
Sons, Inc..................
Joseph A Seagrams & 76,373
Sons, Inc..................
Joseph L. Taylor............. 26,752
K-Jon, Inc................... 29,620
K & M Fashion, Inc........... 44,385
Ken Davis.................... 42,659
Kimberling Inn, Inc.......... 25,113
L. Cade Havard............... 25,795
Lageroza, Inc................ 25,549
Lee's Famous Recipe Country 109,195
Chicken....................
Legal Arts................... 85,280
Letap of St. George, Inc..... 239,742
Liberty Collection 45,929
Bureau, Inc................
Logic Automation, Inc........ 249,135
Lorelei Productions, Inc..... 26,174
Louisiana Interests Inc Dba 36,672
Oz.........................
Lusk Onion, Inc.............. 40,369
M.J.M. Research, Inc......... 52,676
Maddox Resources, Inc........ 49,262
Madison Auto Body 44,157
Shop Inc...................
Main Street Cafe............. 26,000
Maxtor Corp.................. 265,649
McCaw-Benzi Insurnace 36,767
Agency.....................
Medfone Nationwide, Inc...... 52,499
Medical Home Health, Inc..... 28,233
Melhart Piano................ 69,222
</TABLE>
B-51
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Message X Hartford, CT Telecommunications Jun-90 $ 0 $ 41,237
Communications, Inc........
Mosta Corp................... Miami, FL Manufacturing & Production Sep-89 0 33,997
Mott General Chaplin, CT Agriculture Dec-89 0 32,760
Contractors, Inc...........
Mountain Air Systems......... Burlington, VT Computers Oct-90 0 25,630
National News Network........ Los Angeles, CA Satellite Dishes Jun-90 1,622,934 114,499
Neuro Electric Test Oakland, CA Printing Oct-90 0 26,691
Associates.................
Nevada Medical Red Rock...... Las Vegas, NV Medical Dec-89 0 39,799
New Century Marble & Oakland, CA Manufacturing & Production Nov-94 0 30,157
Granite....................
New England Digital.......... Lebanon, NH Office Equipment Aug-90 136,268 13,828
Niagara Mohawk Power Corp.... Syracuse, NY Computers Feb-91 182,483 39,082
Niagara Mohawk Power Corp.... Syracuse, NY Computers Feb-91 168,889 45,288
Nice & Fresh Bakery.......... Bridgeport, CT Manufacturing & Production Nov-90 0 98,792
Nice & Fresh Bakery.......... Bridgeport, CT Fixture Dec-90 0 54,500
One Hour Martinizing......... Fresno, CA Sanitation Dec-90 53,640 4,430
Orman Brothers............... Rosser, TX Agriculture Dec-90 25,972 2,396
Packaging Plus Services...... Middletown, NY Furniture Jul-90 0 27,572
Parametric Technology Waltham, MA Computers May-90 302,349 57,334
Corp.......................
Parctec, Inc................. New York, NY Retail Nov-93 42,759 1,976
Parctec, Inc................. New York, NY Retail Nov-93 143,882 6,651
Parctec, Inc................. New York, NY Retail Nov-93 304,074 14,055
Parctec, Inc................. New York, NY Retail Nov-93 84,329 3,898
Parctec, Inc................. New York, NY Retail Nov-93 82,018 3,791
Parctec, Inc................. New York, NY Retail Nov-93 123,588 5,713
Parctec, Inc................. New York, NY Retail Nov-93 80,898 3,739
Parctec, Inc................. New York, NY Retail Nov-93 427,938 19,781
Parctec, Inc................. New York, NY Retail Nov-93 165,227 7,637
Parctec, Inc................. New York, NY Retail Nov-93 41,570 1,921
Parctec, Inc................. New York, NY Retail Dec-93 42,395 1,946
Parctec, Inc................. New York, NY Retail Dec-93 0 45,788
Parctec, Inc................. New York, NY Retail Dec-93 0 86,612
Parctec, Inc................. New York, NY Retail Dec-93 30,941 1,420
Parctec, Inc................. New York, NY Retail Dec-93 35,099 1,611
Paul's Market & Deli......... Knoxville, TN Restaurant Equipment Apr-90 0 27,487
Paul-Scott Industries........ Tampa, FL Manufacturing & Production Nov-89 0 69,264
Pepperidge Farms, Inc........ Norwalk, CT Computers May-90 321,109 264,074
Pepperidge Farms, Inc........ Norwalk, CT Manufacturing & Production Aug-90 122,085 99,631
Performance Semiconductor.... Sunnyvale, CA Computers Oct-90 513,117 55,895
Performance Semiconductor.... Sunnyvale, CA Medical Oct-90 591,377 76,009
Performance Semiconductor.... Sunnyvale, CA Computers Oct-90 292,735 33,332
Performance Semiconductor.... Sunnyvale, CA Computers Oct-90 401,560 47,546
Performance Semiconductor.... Sunnyvale, CA Construction Oct-90 353,899 43,655
Perry Morris................. Irvine, CA Manufacturing & Production Mar-92 0 600,000
Pete Williams, MD............ Brooklyn, NY Medical Nov-89 0 25,919
Pfister Industries, Inc...... Fair Lawn, NJ Manufacturing & Production Nov-94 0 31,025
Phil's Place for Ribs........ Mentor, OH Restaurant Equipment Jun-90 0 54,040
Phyliss Moriarty............. Poughkeepsie, NY Medical Jan-95 0 30,287
Physiologic Reps, Inc........ Glendadle, CA Medical Jun-91 0 41,924
Pineville New Iberia, LA Computers Dec-90 0 44,854
Piggly-Wiggly, Inc.........
Plante Construction, Inc..... Huntington, CT Agriculture Sep-89 0 44,200
Polk Opticians, Inc.......... Lakeland, FL Medical Dec-89 0 37,733
Prestige Auto Body, Inc...... Springfield, VA Paint Booth Jul-90 0 34,599
Putnam Companies, Inc........ Boston, MA Computers Nov-90 269,294 43,844
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Message X $ 41,237
Communications, Inc........
Mosta Corp................... 33,997
Mott General 32,760
Contractors, Inc...........
Mountain Air Systems......... 25,630
National News Network........ 1,737,433
Neuro Electric Test 26,691
Associates.................
Nevada Medical Red Rock...... 39,799
New Century Marble & 30,157
Granite....................
New England Digital.......... 150,096
Niagara Mohawk Power Corp.... 221,565
Niagara Mohawk Power Corp.... 214,176
Nice & Fresh Bakery.......... 98,792
Nice & Fresh Bakery.......... 54,500
One Hour Martinizing......... 58,070
Orman Brothers............... 28,369
Packaging Plus Services...... 27,572
Parametric Technology 359,683
Corp.......................
Parctec, Inc................. 44,736
Parctec, Inc................. 150,533
Parctec, Inc................. 318,130
Parctec, Inc................. 88,227
Parctec, Inc................. 85,810
Parctec, Inc................. 129,301
Parctec, Inc................. 84,637
Parctec, Inc................. 447,719
Parctec, Inc................. 172,864
Parctec, Inc................. 43,491
Parctec, Inc................. 44,341
Parctec, Inc................. 45,788
Parctec, Inc................. 86,612
Parctec, Inc................. 32,361
Parctec, Inc................. 36,710
Paul's Market & Deli......... 27,487
Paul-Scott Industries........ 69,264
Pepperidge Farms, Inc........ 585,183
Pepperidge Farms, Inc........ 221,716
Performance Semiconductor.... 569,012
Performance Semiconductor.... 667,386
Performance Semiconductor.... 326,067
Performance Semiconductor.... 449,107
Performance Semiconductor.... 397,553
Perry Morris................. 600,000
Pete Williams, MD............ 25,919
Pfister Industries, Inc...... 31,025
Phil's Place for Ribs........ 54,040
Phyliss Moriarty............. 30,287
Physiologic Reps, Inc........ 41,924
Pineville 44,854
Piggly-Wiggly, Inc.........
Plante Construction, Inc..... 44,200
Polk Opticians, Inc.......... 37,733
Prestige Auto Body, Inc...... 34,599
Putnam Companies, Inc........ 313,138
</TABLE>
B-52
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Pyramid Vitamins & Health.... Metuchen, NJ Fixture Dec-95 $ 0 $ 26,465
Qualicare Medical Labs....... Astoria, NY Medical Aug-90 0 47,403
R/T Enterprises, Inc......... Richmond, VA Construction Jun-90 0 43,914
Raleigh Athletic Equipment New Rochelle, NY Computers Jun-93 0 25,907
Corp.......................
Raleigh Crane Corp........... Raleigh, NC Material Handling Jun-90 0 33,613
Randy's General Merchandise.. Boyce, LA Computers Sep-90 0 43,536
Raynet Corporation........... Menlo Park, CA Computers Oct-90 98,601 12,540
Red Rock Surgical Center..... Las Vegas, NV Medical Dec-89 0 39,799
Refuse Systems, Inc.......... Cleveland, OH Sanitation Jun-90 0 32,228
Registered Films Inc......... New York, NY Video Production May-96 0 53,797
Rehab Management, Inc........ Midlothian, VA Furniture Jun-90 0 33,055
Richman Gordman Omaha, NE Office Equipment Dec-90 902,150 177,729
Stores, Inc................
Richman Gordman Omaha, NE Office Equipment Dec-90 518,068 101,291
Stores, Inc................
Richman Gordman Omaha, NE Retail Dec-93 0 119,662
Stores, Inc................
Robert A. Masters............ San Pedro, CA Video Production Jun-91 0 56,632
Rocky Mountain............... Denver, CO Computers Oct-90 469,838 62,796
Romano's Pack & Baton Rouge, LA Computers Jul-90 0 32,186
Save, Inc..................
Roulette P.C.H., Inc......... San Jose, CA Computers Aug-94 0 26,964
Royal Glass Corporation...... Englewood, NJ Manufacturing & Production Jul-94 0 25,395
Rsvp Services................ Edmond, OK Telecommunications Dec-95 0 33,014
Safeguard Business Fort Washington, PA Material Handling Jul-90 0 99,148
Systems, Inc...............
Safeguard Business Fort Washington, PA Manufacturing & Production Jul-90 0 109,753
Systems, Inc...............
Safeguard Business Fort Washington, PA Manufacturing & Production Jul-90 0 99,148
Systems, Inc...............
Safeguard Business Fort Washington, PA Manufacturing & Production Jul-90 0 99,148
Systems, Inc...............
Schremp...................... Fairfax, VA Manufacturing & Production Nov-89 0 26,067
Serologicals, Inc............ Brookfield, WI Computers Nov-90 551,499 140,680
Serologicals, Inc............ Pensacola, FL Computers May-91 0 70,789
Serologicals, Inc............ Pensacola, FL Office Equipment Nov-91 0 46,490
Serologicals, Inc............ Pensacola, FL Computers May-92 0 76,900
Sigmatel, Inc................ Tenafly, NJ Telecommunications Aug-90 0 37,492
Snyder / Newell, Inc......... San Francisco, CA Telecommunications Dec-95 0 33,636
Solar Graphics Inc........... St. Petersburg, FL Computers Oct-95 0 34,749
Soltex Polymer Corp.......... Houston, TX Computers Feb-90 0 170,882
Southeastern Raleigh, NC Manufacturing & Production May-96 0 43,686
Microfilm Inc..............
Star Liminators, Inc......... Anaheim, CA Manufacturing & Production May-96 0 42,371
Steve Oglesby Evansville, IN Video Production Dec-95 0 42,495
Productions Inc............
Streets, Ltd................. Long Island City, NY Computers Jun-93 0 29,329
Structural Steel Inc......... Rockledge, FL Manufacturing & Production May-95 0 32,728
Sunrise Duplication Englewood, CO Video Production Apr-95 0 27,067
Services...................
Sunset Estates of Watonga, OK Fixture Dec-90 36,763 3,212
Watonaga, Inc..............
T.B.G. of Merrick, Inc....... Whitestone, NY Furniture Nov-94 0 204,779
Tarzar, Inc.................. Evansville, IN Manufacturing & Production Jul-91 0 51,311
Teel Lumber Company.......... Pocahontas, AR Manufacturing & Production Jun-93 0 26,412
Telebit Corp................. Sunnyvale, CA Computers Mar-90 925,370 148,270
Telebit Corp................. Sunnyvale, CA Medical May-90 139,567 15,671
Telebit Corp................. Sunnyvale, CA Computers May-90 367,953 47,582
Terrance Reay, Inc........... Mission Viejo, CA Furniture Jun-91 0 60,351
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Pyramid Vitamins & Health.... $ 26,465
Qualicare Medical Labs....... 47,403
R/T Enterprises, Inc......... 43,914
Raleigh Athletic Equipment 25,907
Corp.......................
Raleigh Crane Corp........... 33,613
Randy's General Merchandise.. 43,536
Raynet Corporation........... 111,140
Red Rock Surgical Center..... 39,799
Refuse Systems, Inc.......... 32,228
Registered Films Inc......... 53,797
Rehab Management, Inc........ 33,055
Richman Gordman 1,079,880
Stores, Inc................
Richman Gordman 619,360
Stores, Inc................
Richman Gordman 119,662
Stores, Inc................
Robert A. Masters............ 56,632
Rocky Mountain............... 532,633
Romano's Pack & 32,186
Save, Inc..................
Roulette P.C.H., Inc......... 26,964
Royal Glass Corporation...... 25,395
Rsvp Services................ 33,014
Safeguard Business 99,148
Systems, Inc...............
Safeguard Business 109,753
Systems, Inc...............
Safeguard Business 99,148
Systems, Inc...............
Safeguard Business 99,148
Systems, Inc...............
Schremp...................... 26,067
Serologicals, Inc............ 692,179
Serologicals, Inc............ 70,789
Serologicals, Inc............ 46,490
Serologicals, Inc............ 76,900
Sigmatel, Inc................ 37,492
Snyder / Newell, Inc......... 33,636
Solar Graphics Inc........... 34,749
Soltex Polymer Corp.......... 170,882
Southeastern 43,686
Microfilm Inc..............
Star Liminators, Inc......... 42,371
Steve Oglesby 42,495
Productions Inc............
Streets, Ltd................. 29,329
Structural Steel Inc......... 32,728
Sunrise Duplication 27,067
Services...................
Sunset Estates of 39,975
Watonaga, Inc..............
T.B.G. of Merrick, Inc....... 204,779
Tarzar, Inc.................. 51,311
Teel Lumber Company.......... 26,412
Telebit Corp................. 1,073,640
Telebit Corp................. 155,238
Telebit Corp................. 415,535
Terrance Reay, Inc........... 60,351
</TABLE>
B-53
<PAGE>
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Terrance Reay, Inc........... Mission Viejo, CA Furniture Jun-91 $ 0 $ 59,064
The Gaton Clement Corp....... Chavin, LA Computers Jul-90 0 27,679
The Real Estate Collection... Hermosa Beach, CA Furniture Jun-91 0 27,732
Thermal Dynamics West Lebanon, NH Manufacturing & Production Dec-90 0 189,364
Corporation................
Tri Star Optics, Inc......... New York, NY Furniture Jun-90 0 47,990
U.S. Communications of Boca Raton, FL Telecommunications Sep-90 0 104,000
Westchester................
U.S. Pipeline Clearwater, FL High Pressure Jetter Jul-90 0 25,232
Service, Inc...............
Unity Broadcasting Network... New York, NY Telecommunications Sep-89 0 80,231
Unity Broadcasting Network... New York, NY Telecommunications Jul-90 0 36,082
Upper Crust Pizza............ San Luis Obispo, CA Restaurant Equipment Dec-90 40,991 3,341
USX Corporation.............. Pittsburgh, PA Computers Mar-90 862,520 156,933
USX Corporation.............. Pittsburgh, PA Computers Mar-90 1,295,084 228,447
USX Corporation.............. Pittsburgh, PA Mining May-90 2,540,177 944,382
USX Corporation.............. Pittsburgh, PA Mining Aug-90 5,454,428 1,078,257
Viridis Corp................. Los Angeles, CA Computers Jul-95 0 29,409
Visual Productions, Inc...... San Diego, CA Printing Apr-96 0 48,047
Voice Genesis, Inc........... Brecksville, OH Computers May-96 0 49,905
Volvo North America Rockleigh, NJ Telecommunications Nov-90 140,737 20,163
Corporation................
Walnut Valley Auto Body...... Walnut, CA Material Handling Dec-90 32,567 3,172
Weissinger Steel Erection.... Orlando, FL Construction Dec-90 29,666 2,692
Weron, Inc................... Englewood, CO Automotive Dec-90 0 68,782
West Atlantic Medical Delray Beach, FL Medical Apr-90 0 27,594
Center.....................
Westside Sanitaion, Inc...... Miami, FL Steel Refuse Containers Jul-90 0 35,548
Wil-Ray Cabinets & Temple, TX Material Handling Feb-91 0 45,771
Millwork, Inc..............
Wmd Green Inc................ Gresham, OR Printing May-96 0 48,492
Xerox Corporation............ Blauvelt, NY Copiers Sep-89 40,053 5,373
Yumi Yogurt.................. San Mateo, CA Material Handling Dec-90 24,201 2,246
Total Equipment transactions less than $25,000................... 1,312,672 6,122,204
----------- -----------
$40,950,305 $26,850,666
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Terrance Reay, Inc........... $ 59,064
The Gaton Clement Corp....... 27,679
The Real Estate Collection... 27,732
Thermal Dynamics 189,364
Corporation................
Tri Star Optics, Inc......... 47,990
U.S. Communications of 104,000
Westchester................
U.S. Pipeline 25,232
Service, Inc...............
Unity Broadcasting Network... 80,231
Unity Broadcasting Network... 36,082
Upper Crust Pizza............ 44,332
USX Corporation.............. 1,019,453
USX Corporation.............. 1,523,531
USX Corporation.............. 3,484,559
USX Corporation.............. 6,532,685
Viridis Corp................. 29,409
Visual Productions, Inc...... 48,047
Voice Genesis, Inc........... 49,905
Volvo North America 160,900
Corporation................
Walnut Valley Auto Body...... 35,739
Weissinger Steel Erection.... 32,358
Weron, Inc................... 68,782
West Atlantic Medical 27,594
Center.....................
Westside Sanitaion, Inc...... 35,548
Wil-Ray Cabinets & 45,771
Millwork, Inc..............
Wmd Green Inc................ 48,492
Xerox Corporation............ 45,426
Yumi Yogurt.................. 26,447
7,434,876
-----------
$67,800,971
===========
</TABLE>
------------------------------
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at December 31, 1999
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
B-54
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--RECENT PUBLIC PROGRAMS
(UNAUDITED)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently
under management for ICON Cash Flow Partners, L.P., Series B at December 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......................................... $ 504,376 $ 78,396 $ 582,772
Restaurant Equipment....................................... 568,738 85,934 654,672
Manufacturing & Production................................. 160,377 66,768 227,145
Computer Systems........................................... -- 208,031 208,031
Video Production........................................... -- 96,292 96,292
Printing................................................... 48,492 -- 48,492
Office Furniture & Fixtures................................ 27,787 26,467 54,254
Automotive................................................. 44,157 -- 44,157
Medical.................................................... 23,762 -- 23,762
Retail Systems............................................. -- 21,088 21,088
---------- -------- ----------
1,377,689 582,976 1,960,665
</TABLE>
B-55
<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
December 31, 1999
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1)
----------------- --------------------- --------------------------- ---------- ------------
<S> <C> <C> <C> <C>
A & S Shotcrete Inc..................... Phoenix, AZ Manufacturing & Production Apr-95 $ 0
Abco Cesspol Services, Inc.............. Marston Mills, MA Construction Jun-91 0
Access, Inc............................. Birmingham, AL Fixture Jun-96 0
Adamson Tire & Brake.................... Sun City, CA Retail Jan-92 0
Adirondack Obstetrics & Gyn............. Glens Falls, NY Medical May-96 0
Adzima Funeral Home, Inc................ Stratford, CT Computers Dec-94 0
All Star Premium Products, Inc.......... Sturbridge, MA Computers Jun-96 0
Alliant Techsystems Inc................. Everett, WA Manufacturing & Production Oct-95 0
Alliant Techsystems, Inc................ Edina, MN Video Production Oct-91 0
Alliant Techsystems, Inc................ Edina, MN Manufacturing & Production Dec-91 0
American Association of Retired
Persons............................... Washington, DC Computers Mar-91 238,596
Andrew L. Pettit Architect.............. New York, NY Computers Jun-96 0
Aneree Associates....................... Palmdale, CA Retail Feb-92 0
Apollo Group, Inc....................... Phoenix, AZ Computers Mar-91 0
Apollo Group, Inc....................... Phoenix, AZ Telecommunications Jul-91 0
Arias Research Associates, Inc.......... Whittier, CA Medical Jun-96 0
Avel Hotel of Naples.................... Boca Raton, FL Furniture Mar-91 0
Avel Hotel of Naples.................... Boca Raton, FL Furniture Jun-94 0
Baptist Health Care of Oklahoma......... Oklahoma City, OK Medical Jun-91 304,538
Barry'S Photography..................... La Porte, IN Photography May-96 0
Bath Ironworks Corp..................... Bath, ME Computers Jun-91 720,683
Bath Ironworks Corp..................... Bath, ME Computers Jun-91 1,036,469
Benson Brothers Disposal, Inc........... Wyantskill, NY Sanitation Mar-91 0
Benson Brothers Disposal, Inc........... Wynantskill, NY Sanitation May-91 0
Blackhawk Audio Inc..................... Goodlettsville, TN Audio Equipment Feb-96 0
Bnk Industries, Inc..................... Woburn, MA Manufacturing & Production Jun-96 0
Bobby Rubino's USA, Inc................. Fort Lauderdale, FL Computers Oct-91 0
Brad & Sharon Sessions.................. Lafayette, CO Manufacturing & Production Sep-91 0
Bradlees................................ Braintree, MA Fixture Feb-91 77,880
Bradlees................................ Braintree, MA Computers Feb-91 94,175
Bradlees................................ Braintree, MA Computers Feb-91 57,531
Bradlees................................ Braintree, MA Fixture Feb-91 228,418
Bradlees................................ Braintree, MA Fixture Feb-91 193,191
Bradlees................................ Braintree, MA Fixture Feb-91 219,521
Bradlees................................ Braintree, MA Fixture Feb-91 192,081
Bradlees................................ Braintree, MA Computers Feb-91 157,979
Brenlar Investments, Inc................ Novaro, CA Furniture Oct-94 0
Brennick Constuction, Inc............... Marston Mills, MA Construction Jun-91 0
Bullet Proof, Inc....................... Encino, CA Restaurant Equipment Aug-91 0
Cadbury Beverages, Inc.................. Stamford, CT Computers May-91 0
California Micro Devices Corp........... Milpitas, CA Computers Sep-91 738,362
Carter Hill Sanitation, Inc............. Kingston, NC Sanitation May-91 0
Carter Mckenzie Inc..................... West Orange, NJ Computers May-95 0
Centocor Inc............................ Malvern, PA Furniture Jan-96 0
Centocor, Inc........................... Malvern, PA Furniture Mar-91 1,383,374
Christ The King Regional................ Middle Village, NY Computers Jun-95 0
Chrysler Corp........................... Highland Park, MI Computers Apr-91 2,258,176
Chrysler Financial Corp................. Southfield, MI Computers Jun-91 7,414,503
Ciba-Geigy Corp......................... Tarrytown, NY Telecommunications May-91 0
Ciba-Geigy Corp......................... Tarrytown, NY Video Production May-91 0
Ciba-Geigy Corp......................... Tarrytown, NY Telecommunications May-91 0
Clem Fab Associates..................... Atlantic City, NJ Fixture Oct-94 0
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE CASH ACQUISITION
OR EQUIPMENT USER EXPENDED(2) COST(3)
----------------- ------------ -----------
<S> <C> <C>
A & S Shotcrete Inc..................... $ 36,284 $ 36,284
Abco Cesspol Services, Inc.............. 34,858 34,858
Access, Inc............................. 54,244 54,244
Adamson Tire & Brake.................... 97,767 97,767
Adirondack Obstetrics & Gyn............. 55,200 55,200
Adzima Funeral Home, Inc................ 25,266 25,266
All Star Premium Products, Inc.......... 31,452 31,452
Alliant Techsystems Inc................. 25,764 25,764
Alliant Techsystems, Inc................ 38,401 38,401
Alliant Techsystems, Inc................ 76,982 76,982
American Association of Retired
Persons............................... 35,284 273,880
Andrew L. Pettit Architect.............. 40,010 40,010
Aneree Associates....................... 53,003 53,003
Apollo Group, Inc....................... 238,708 238,708
Apollo Group, Inc....................... 42,923 42,923
Arias Research Associates, Inc.......... 54,528 54,528
Avel Hotel of Naples.................... 267,800 267,800
Avel Hotel of Naples.................... 65,659 65,659
Baptist Health Care of Oklahoma......... 129,016 433,554
Barry'S Photography..................... 40,299 40,299
Bath Ironworks Corp..................... 80,405 801,088
Bath Ironworks Corp..................... 244,135 1,280,604
Benson Brothers Disposal, Inc........... 27,469 27,469
Benson Brothers Disposal, Inc........... 28,205 28,205
Blackhawk Audio Inc..................... 46,335 46,335
Bnk Industries, Inc..................... 58,891 58,891
Bobby Rubino's USA, Inc................. 96,121 96,121
Brad & Sharon Sessions.................. 25,529 25,529
Bradlees................................ 9,706 87,587
Bradlees................................ 10,954 105,129
Bradlees................................ 6,603 64,134
Bradlees................................ 27,426 255,844
Bradlees................................ 25,093 218,284
Bradlees................................ 26,358 245,878
Bradlees................................ 23,063 215,144
Bradlees................................ 17,611 175,590
Brenlar Investments, Inc................ 303,000 303,000
Brennick Constuction, Inc............... 25,101 25,101
Bullet Proof, Inc....................... 74,344 74,344
Cadbury Beverages, Inc.................. 57,654 57,654
California Micro Devices Corp........... 219,596 957,958
Carter Hill Sanitation, Inc............. 27,334 27,334
Carter Mckenzie Inc..................... 36,088 36,088
Centocor Inc............................ 470,368 470,368
Centocor, Inc........................... 286,946 1,670,320
Christ The King Regional................ 167,544 167,544
Chrysler Corp........................... 718,751 2,976,927
Chrysler Financial Corp................. 969,294 8,383,797
Ciba-Geigy Corp......................... 35,553 35,553
Ciba-Geigy Corp......................... 139,950 139,950
Ciba-Geigy Corp......................... 38,589 38,589
Clem Fab Associates..................... 25,973 25,973
</TABLE>
B-56
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1)
----------------- --------------------- --------------------------- ---------- ------------
<S> <C> <C> <C> <C>
Community Health Services, Inc.......... Hartford, CT Computers May-91 $ 0
Community Home Nursing Care............. Atlanta, GA Telecommunications Aug-91 0
Consolidated Waste Industries........... Washington, DC Sanitation Mar-91 0
Conway Excavating....................... Lakeville, MA Construction Jun-91 0
Cup or Cone, Inc........................ Philadelphia, PA Restaurant Equipment Mar-95 0
Cuza Corp............................... Cathederal City, CA Transportation Dec-91 0
Cyrus Hosiery Inc....................... Gardena, CA Manufacturing & Production May-96 0
D & V Carting, Inc...................... Wellington, FL Sanitation Mar-91 0
Databank South, Inc..................... Thompson, GA Computers Apr-91 763,377
Dave Sanborn............................ San Bernadino, CA Material Handling Jun-93 0
Decorel................................. Mundelein, IL Retail Oct-91 0
Delmar's Body Shop, Inc................. Staunton, VA Automotive Mar-91 0
Dennis Aagard, Inc...................... Sanford, FL Construction May-91 0
Detroit-Malcomb Hospital Corp........... Detroit, MI Medical Jun-91 980,422
Diamond Head, Inc....................... Leesville, LA Sanitation May-91 0
Douglas Pelleymounter................... Rocklin, CA Manufacturing & Production Apr-91 0
Dr. Norman M. Kline, MD................. Coral Springs, FL Medical Jun-91 0
Dvonch Inc.............................. Signal Hill, CA Copiers Apr-95 0
EMJ/McFarland........................... Binghamton, NY Computers Mar-91 268,119
Enkon Environmental Services............ Livonia, MI Environmental Sep-91 0
Enviroclean Systems, Inc................ Vernon Parish, LA Front Load Containers May-91 0
Environmental Construction Co........... North Scituate, RI Construction Jun-91 0
Episcopal Hospital...................... Philadelphia, PA Medical Sep-91 224,403
Executone Information................... Darien, CT Construction May-91 0
Executone Information................... Darien, CT Office Equipment May-91 0
Exterior Home Designs Inc............... Shawnee Mission, KS Telecommunications Feb-96 0
F. Scott Ulch, Individual............... Reno, NV Construction Jun-96 0
Forte Hotels International.............. El Cajon, CA Computers Feb-91 1,184,673
Forte Hotels International.............. El Cajon, CA Computers Feb-91 780,651
Fotoball Usa Inc........................ San Diego, CA Printing Dec-95 0
Fourth Shift Corp....................... Bloomington, MN Computers Aug-91 0
G.I. Apparel, Inc....................... Farmingdale, NJ Computers Apr-96 0
G.S. Tire Center, Inc................... Grand Junction, CO Manufacturing & Production May-91 0
General Electric, CIT................... Bridgeport, CT Printing Mar-91 958,130
Getchell's Distributing Co.............. Beaverton, OR Automotive Jun-96 0
Grant Dahlstrom, Inc.................... Passadena, CA Printing Jun-96 0
Guest Quarters Hotel Limited............ Boston, MA Furniture Jun-91 0
Guest Quarters Hotel Limited............ Boston, MA Computers Jun-91 0
Guest Quarters Hotel Limited............ Boston, MA Computers Jun-91 0
Guest Quarters Hotel Limited............ Boston, MA Computers Jun-91 0
Guest Quarters Hotel Limited............ Boston, MA Computers Jun-91 0
Guest Quarters Hotel Limited............ Boston, MA Computers Jun-91 0
Guest Quarters Hotel Limited............ Boston, MA Computers Jun-91 0
H & K Tires, Inc........................ Rancho Cucamong, CA Automotive Jan-92 0
H & O Technology, Inc................... Ballston Spa, NY Computers May-91 0
Hardy Construction Co., Inc............. Hillsboro, WI Construction May-96 0
Harte Toyota, Inc....................... Dartmouth, MA Manufacturing & Production Jun-91 0
Healthtrust, Inc........................ Nashville, TN Medical Sep-91 446,586
High Point Regional Hospital............ High Point, NC Medical Sep-91 657,013
Highlands Hospital Corp................. Prestonburg, KY Medical Jun-91 341,892
Hometown Buffet, Inc.................... San Diego, CA Restaurant Equipment Jan-95 0
Honling Food, Inc....................... Brisbane, CA Manufacturing & Production Sep-91 0
Horizon Imaging & Therapy............... Columbus, OH Medical Sep-91 96,052
Horizon Imaging & Therapy............... Columbus, OH Medical Sep-91 327,493
I. Spence, N. Constantinople............ Washington, DC Medical Jun-91 0
Iberia General Hospital................. New Iberia, LA Medical Sep-91 259,382
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE CASH ACQUISITION
OR EQUIPMENT USER EXPENDED(2) COST(3)
----------------- ------------ -----------
<S> <C> <C>
Community Health Services, Inc.......... $ 117,739 $ 117,739
Community Home Nursing Care............. 30,068 30,068
Consolidated Waste Industries........... 29,081 29,081
Conway Excavating....................... 34,334 34,334
Cup or Cone, Inc........................ 36,144 36,144
Cuza Corp............................... 94,354 94,354
Cyrus Hosiery Inc....................... 54,115 54,115
D & V Carting, Inc...................... 31,982 31,982
Databank South, Inc..................... 79,680 843,057
Dave Sanborn............................ 26,724 26,724
Decorel................................. 30,855 30,855
Delmar's Body Shop, Inc................. 39,741 39,741
Dennis Aagard, Inc...................... 60,721 60,721
Detroit-Malcomb Hospital Corp........... 462,219 1,442,641
Diamond Head, Inc....................... 43,396 43,396
Douglas Pelleymounter................... 33,612 33,612
Dr. Norman M. Kline, MD................. 28,523 28,523
Dvonch Inc.............................. 32,912 32,912
EMJ/McFarland........................... 34,957 303,076
Enkon Environmental Services............ 210,728 210,728
Enviroclean Systems, Inc................ 43,396 43,396
Environmental Construction Co........... 34,613 34,613
Episcopal Hospital...................... 112,369 336,773
Executone Information................... 85,692 85,692
Executone Information................... 139,427 139,427
Exterior Home Designs Inc............... 37,927 37,927
F. Scott Ulch, Individual............... 29,353 29,353
Forte Hotels International.............. 110,605 1,295,278
Forte Hotels International.............. 71,016 851,667
Fotoball Usa Inc........................ 71,477 71,477
Fourth Shift Corp....................... 155,240 155,240
G.I. Apparel, Inc....................... 43,814 43,814
G.S. Tire Center, Inc................... 32,077 32,077
General Electric, CIT................... 151,330 1,109,460
Getchell's Distributing Co.............. 28,051 28,051
Grant Dahlstrom, Inc.................... 36,278 36,278
Guest Quarters Hotel Limited............ 33,790 33,790
Guest Quarters Hotel Limited............ 48,041 48,041
Guest Quarters Hotel Limited............ 30,924 30,924
Guest Quarters Hotel Limited............ 48,065 48,065
Guest Quarters Hotel Limited............ 47,969 47,969
Guest Quarters Hotel Limited............ 47,969 47,969
Guest Quarters Hotel Limited............ 48,129 48,129
H & K Tires, Inc........................ 97,543 97,543
H & O Technology, Inc................... 29,048 29,048
Hardy Construction Co., Inc............. 28,878 28,878
Harte Toyota, Inc....................... 51,331 51,331
Healthtrust, Inc........................ 114,285 560,871
High Point Regional Hospital............ 471,709 1,128,722
Highlands Hospital Corp................. 200,517 542,409
Hometown Buffet, Inc.................... 618,000 618,000
Honling Food, Inc....................... 99,407 99,407
Horizon Imaging & Therapy............... 41,989 138,041
Horizon Imaging & Therapy............... 150,741 478,234
I. Spence, N. Constantinople............ 90,150 90,150
Iberia General Hospital................. 77,855 337,237
</TABLE>
B-57
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1)
----------------- --------------------- --------------------------- ---------- ------------
<S> <C> <C> <C> <C>
Imperial Plastic........................ Lakeville, MN Manufacturing & Production Jun-91 $ 0
Imperial Plastic........................ Lakeville, MN Manufacturing & Production Jan-92 0
In Time Entertainment Corp.............. Warren, OH Computers Oct-95 0
Ingersall Rand.......................... Woodcliff Lake, NJ Computers May-91 0
Interactive Telecom Network............. Sherman Oaks, CA Computers Jun-96 0
James E. Connolly....................... Manchester, NH Furniture Dec-93 0
James E. Houtz.......................... Midpines, CA Restaurant Equipment Aug-91 0
Jason Tynan & Company, Inc.............. New York, NY Telecommunications Sep-94 0
Johnson & Dugan Ins. Services........... Redwood City, CA Computers Mar-96 0
Kendall Diagnostic Center Ltd........... Miami, FL Medical Jun-91 217,894
Kendall Diagnostic Center Ltd........... Miami, FL Medical Sep-91 1,195,860
Kim Vanaman, Individual................. Hayward, CA Manufacturing & Production Jun-96 0
King Carpet Mart, Inc................... King Of Prussia, PA Fixture Dec-94 0
Landtech Data Corporation............... West Palm Beach, FL Computers Jun-95 0
Local Favorite, Inc..................... Newport Beach, CA Restaurant Equipment Dec-94 0
Lone Star Disposal, Inc................. Cedar Park, TX Sanitation Mar-91 0
Malone Display Inc...................... Decatur, GA Computers May-96 0
Marriott Corp........................... Washington, DC Transportation Aug-91 61,960
Marriott Corp........................... Scottsdale, AZ Transportation Aug-91 83,184
Marriott Corp........................... El Paso, TX Transportation Aug-91 25,189
Marriott Corp........................... Greensboro, NC Transportation Aug-91 24,004
Marriott Corp........................... Tampa, FL Computers Aug-91 65,637
Marriott Corp........................... Miami, FL Video Production Aug-91 29,941
Marriott Corp........................... Chicago, IL Computers Aug-91 140,201
Marriott Corp........................... Point Clear, AL Sanitation Aug-91 149,148
Marriott Corp........................... Scottsdale, AZ Transportation Aug-91 56,365
Marriott Corp........................... Miami, FL Transportation Aug-91 47,487
Marriott Corp........................... Albuquerque, NM Furniture Aug-91 58,628
Masterforce, Inc........................ Jordon, MN Manufacturing & Production Jul-91 0
MBS Business Products Inc............... Whippany, NJ Computers Feb-96 0
Message X Communications, Inc........... Hartford, CT Telecommunications May-91 0
Microwave Power Devices, Inc............ Hauppauge, NY Computers Apr-96 0
Mitech, Inc............................. Rockville, MD Furniture Aug-91 0
Mitzel's American Kitchen............... Seattle, WA Fixture Mar-95 0
MPQ Business Suppliers, Inc............. Upland, CA Office Equipment Sep-91 0
National Board for Professional
Teaching.............................. Cortez, FL Furniture Mar-91 0
Navarra Insurance Associates............ Warrendale, PA Computers Feb-95 0
Network Telephone Services, Inc......... Woodland Hills, CA Telecommunications Aug-91 0
New England Marina...................... Dorchester, MA Restaurant Equipment Jun-91 0
New Liberty Hospital District........... Liberty, MI Medical Dec-91 1,368,794
Newark Beth Israel Medical Center....... Newark, NJ Computers May-91 0
Nissan Lift Trucks of Memphis........... Memphis, TN Forklifts Jun-91 0
North Star Foods, Inc................... St Charles, MN Computers Mar-91 0
Paine's, Inc............................ Simsbury, CT Environmental Jan-92 0
Panoramic Press, Inc.................... Phoenix, AZ Printing May-96 0
Parctec, Inc............................ New York, NY Retail Nov-93 243,961
Parctec, Inc............................ New York, NY Retail Nov-93 91,777
Parctec, Inc............................ New York, NY Retail Dec-93 374,247
Parctec, Inc............................ New York, NY Retail Dec-93 51,592
Parctec, Inc............................ New York, NY Retail Dec-93 45,585
Parctec, Inc............................ New York, NY Retail Dec-93 40,779
Parctec, Inc............................ New York, NY Retail Dec-93 132,493
Parctec, Inc............................ New York, NY Retail Dec-93 220,006
Parctec, Inc............................ New York, NY Retail Dec-93 262,388
Parctec, Inc............................ New York, NY Retail Dec-93 45,369
Parctec, Inc............................ New York, NY Retail Dec-93 33,035
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE CASH ACQUISITION
OR EQUIPMENT USER EXPENDED(2) COST(3)
----------------- ------------ -----------
<S> <C> <C>
Imperial Plastic........................ $ 124,803 $ 124,803
Imperial Plastic........................ 122,247 122,247
In Time Entertainment Corp.............. 38,443 38,443
Ingersall Rand.......................... 26,610 26,610
Interactive Telecom Network............. 27,235 27,235
James E. Connolly....................... 54,942 54,942
James E. Houtz.......................... 60,489 60,489
Jason Tynan & Company, Inc.............. 28,289 28,289
Johnson & Dugan Ins. Services........... 44,246 44,246
Kendall Diagnostic Center Ltd........... 105,722 323,616
Kendall Diagnostic Center Ltd........... 770,230 1,966,090
Kim Vanaman, Individual................. 32,684 32,684
King Carpet Mart, Inc................... 29,856 29,856
Landtech Data Corporation............... 29,774 29,774
Local Favorite, Inc..................... 525,049 525,049
Lone Star Disposal, Inc................. 29,366 29,366
Malone Display Inc...................... 60,725 60,725
Marriott Corp........................... 6,210 68,170
Marriott Corp........................... 8,336 91,520
Marriott Corp........................... 2,524 27,713
Marriott Corp........................... 2,406 26,410
Marriott Corp........................... 6,578 72,215
Marriott Corp........................... 3,001 32,942
Marriott Corp........................... 14,051 154,251
Marriott Corp........................... 14,947 164,096
Marriott Corp........................... 5,653 62,018
Marriott Corp........................... 4,759 52,246
Marriott Corp........................... 5,876 64,503
Masterforce, Inc........................ 48,422 48,422
MBS Business Products Inc............... 34,492 34,492
Message X Communications, Inc........... 25,594 25,594
Microwave Power Devices, Inc............ 65,797 65,797
Mitech, Inc............................. 547,330 547,330
Mitzel's American Kitchen............... 35,143 35,143
MPQ Business Suppliers, Inc............. 29,466 29,466
National Board for Professional
Teaching.............................. 152,675 152,675
Navarra Insurance Associates............ 34,232 34,232
Network Telephone Services, Inc......... 330,123 330,123
New England Marina...................... 27,528 27,528
New Liberty Hospital District........... 251,343 1,620,137
Newark Beth Israel Medical Center....... 38,181 38,181
Nissan Lift Trucks of Memphis........... 231,239 231,239
North Star Foods, Inc................... 406,135 406,135
Paine's, Inc............................ 157,907 157,907
Panoramic Press, Inc.................... 51,086 51,086
Parctec, Inc............................ 11,166 255,128
Parctec, Inc............................ 4,110 95,887
Parctec, Inc............................ 17,130 391,377
Parctec, Inc............................ 2,361 53,954
Parctec, Inc............................ 2,086 47,671
Parctec, Inc............................ 1,867 42,645
Parctec, Inc............................ 5,933 138,426
Parctec, Inc............................ 9,851 229,857
Parctec, Inc............................ 11,749 274,137
Parctec, Inc............................ 2,031 47,400
Parctec, Inc............................ 1,512 34,547
</TABLE>
B-58
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1)
----------------- --------------------- --------------------------- ---------- ------------
<S> <C> <C> <C> <C>
Parctec, Inc............................ New York, NY Retail Dec-93 $ 76,610
Parctec, Inc............................ New York, NY Retail Dec-93 31,034
Parctec, Inc............................ New York, NY Retail Dec-93 121,275
Parctec, Inc............................ New York, NY Retail Dec-93 169,961
Parctec, Inc............................ New York, NY Retail Dec-93 206,603
Parctec, Inc............................ New York, NY Retail Dec-93 47,944
Parctec, Inc............................ New York, NY Retail Dec-93 38,352
Parctec, Inc............................ New York, NY Retail Dec-93 39,391
Parctec, Inc............................ New York, NY Retail Dec-93 204,537
Parctec, Inc............................ New York, NY Retail Dec-93 78,596
Pepperidge Farm......................... Newark, NJ Telecommunications May-91 0
Perry Morris............................ Irvine, CA Manufacturing & Production Mar-92 0
Peter Kim............................... Santa Monica, CA Fixture Mar-95 0
Phar-Mor, Inc........................... Youngstown, OH Fixture Feb-91 4,402,289
Phar-Mor, Inc........................... Youngstown, OH Fixture Feb-91 5,060,835
Philadelphia HSR Ltd. Partners.......... Sharon Hills, PA Manufacturing & Production Jun-91 0
Phillips Productions, Inc............... Dallas, TX Video Production May-91 0
Pizza Factory........................... Susanville, CA Restaurant Equipment Aug-91 0
Planned Parenthood of NYC, Inc.......... New York, NY Computers Jun-91 0
Planning Sciences, Inc.................. Littleton, CO Furniture Mar-96 0
Postal Systems, Inc..................... San Mateo, CA Printing Jun-96 0
Progress Realty, Inc.................... Plympton, MA Construction Jun-91 0
Pullano'S Pizza, Inc.................... Glendale, AZ Restaurant Apr-96 0
R & H Group, Inc........................ Oviedo, FL Retail Feb-94 0
Read-Rite Corp.......................... Milpitas, CA Manufacturing & Production Sep-91 867,854
Read-Rite Corp.......................... Milpitas, CA Manufacturing & Production Sep-91 269,574
Read-Rite Corp.......................... Milpitas, CA Manufacturing & Production Sep-91 447,292
Read-Rite Corp.......................... Milpitas, CA Computers Sep-91 456,308
Read-Rite Corp.......................... Milpitas, CA Manufacturing & Production Sep-91 655,369
Redman Movies And Stories, Inc.......... Salt Lake City, UT Video Production Jun-96 0
Rez-N-8 Productions, Inc................ Hollywood, CA Video Production Jun-96 0
Richard A. Rennolds Dba................. Santa Clara, CA Manufacturing & Production Jun-95 0
Rico's Place, Inc....................... San Carlos, CA Restaurant Equipment Jun-93 0
RJM Equipment Corp...................... Boston, MA Construction Jun-91 0
Robert Dayan............................ Los Angeles, CA Computers Jul-95 0
Robert Jones............................ Mission Viejo, CA Video Production Sep-91 0
Robinson, Brebner & Moga................ Lake Bluff, IL Computers Jun-91 0
Samuel & Sandy Stephens................. Midland, VA Construction May-91 0
Sep Tech, Inc........................... South Chatham, MA Material Handling Jun-91 0
Separation Technology Inc............... St. Paul, MN Computers Aug-95 0
Sessions................................ Lafayette, CO Embroidery Equipment Sep-91 0
Sfuzzi, Inc............................. New York, NY Office Equipment Aug-91 0
Sheraton Portland Airport Hotel......... Portland, OR Computers Mar-96 0
Sliphod Graphics, Inc................... San Diego, CA Video Production May-94 0
South Shore Rehabilitation.............. Rockland, MA Medical Jun-91 0
Southern Refrigerated................... Ashdown, AR Telecommunications Nov-92 0
Southern Refrigerated Transprt.......... Ashdown, AR Telecommunications Dec-96 0
Specialty Metals, Inc................... Stamford, CT Furniture Jun-91 0
Spitz Clinic, PC........................ Morton, PA Medical Mar-91 0
St. Louis University.................... St. Louis, MO Medical Sep-91 295,414
Star Tire And Service, Inc.............. Columbus, IN Fixture Oct-91 0
Stop & Shop............................. Braintree, MA Computers Feb-91 116,332
Stop & Shop............................. Braintree, MA Computers Feb-91 569,145
Stop & Shop............................. Braintree, MA Retail Feb-91 387,311
Stop & Shop............................. Braintree, MA Computers Feb-91 114,090
Stop & Shop............................. Braintree, MA Retail Feb-91 175,093
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE CASH ACQUISITION
OR EQUIPMENT USER EXPENDED(2) COST(3)
----------------- ------------ -----------
<S> <C> <C>
Parctec, Inc............................ $ 3,559 $ 80,169
Parctec, Inc............................ 1,420 32,455
Parctec, Inc............................ 5,550 126,825
Parctec, Inc............................ 7,610 177,571
Parctec, Inc............................ 9,251 215,854
Parctec, Inc............................ 2,147 50,091
Parctec, Inc............................ 1,755 40,108
Parctec, Inc............................ 1,803 41,194
Parctec, Inc............................ 9,159 213,696
Parctec, Inc............................ 3,597 82,193
Pepperidge Farm......................... 50,938 50,938
Perry Morris............................ 1,000,000 1,000,000
Peter Kim............................... 25,958 25,958
Phar-Mor, Inc........................... 590,339 4,992,627
Phar-Mor, Inc........................... 672,186 5,733,022
Philadelphia HSR Ltd. Partners.......... 31,733 31,733
Phillips Productions, Inc............... 71,636 71,636
Pizza Factory........................... 25,003 25,003
Planned Parenthood of NYC, Inc.......... 26,637 26,637
Planning Sciences, Inc.................. 51,853 51,853
Postal Systems, Inc..................... 50,702 50,702
Progress Realty, Inc.................... 43,260 43,260
Pullano'S Pizza, Inc.................... 39,423 39,423
R & H Group, Inc........................ 35,025 35,025
Read-Rite Corp.......................... 250,377 1,118,231
Read-Rite Corp.......................... 78,071 347,645
Read-Rite Corp.......................... 120,375 567,667
Read-Rite Corp.......................... 119,765 576,073
Read-Rite Corp.......................... 191,571 846,940
Redman Movies And Stories, Inc.......... 44,885 44,885
Rez-N-8 Productions, Inc................ 65,815 65,815
Richard A. Rennolds Dba................. 30,477 30,477
Rico's Place, Inc....................... 25,794 25,794
RJM Equipment Corp...................... 41,194 41,194
Robert Dayan............................ 29,594 29,594
Robert Jones............................ 28,684 28,684
Robinson, Brebner & Moga................ 36,530 36,530
Samuel & Sandy Stephens................. 45,158 45,158
Sep Tech, Inc........................... 32,946 32,946
Separation Technology Inc............... 36,013 36,013
Sessions................................ 25,529 25,529
Sfuzzi, Inc............................. 180,084 180,084
Sheraton Portland Airport Hotel......... 31,193 31,193
Sliphod Graphics, Inc................... 29,696 29,696
South Shore Rehabilitation.............. 25,793 25,793
Southern Refrigerated................... 362,250 362,250
Southern Refrigerated Transprt.......... 50,797 50,797
Specialty Metals, Inc................... 92,560 92,560
Spitz Clinic, PC........................ 30,956 30,956
St. Louis University.................... 202,779 498,193
Star Tire And Service, Inc.............. 45,775 45,775
Stop & Shop............................. 14,454 130,786
Stop & Shop............................. 68,131 637,276
Stop & Shop............................. 50,308 437,619
Stop & Shop............................. 14,773 128,863
Stop & Shop............................. 21,822 196,915
</TABLE>
B-59
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1)
----------------- --------------------- --------------------------- ---------- ------------
<S> <C> <C> <C> <C>
Stop & Shop............................. Braintree, MA Computers Feb-91 $ 35,126
Stop & Shop............................. Braintree, MA Retail Feb-91 169,376
Stop & Shop............................. Braintree, MA Computers Feb-91 141,920
Stop & Shop............................. Braintree, MA Retail Feb-91 118,084
Stop & Shop............................. Braintree, MA Retail Feb-91 367,507
Stop & Shop............................. Braintree, MA Retail Feb-91 99,072
Stop & Shop............................. Braintree, MA Computers Feb-91 30,019
Stop & Shop............................. Braintree, MA Retail Feb-91 64,032
Stop & Shop............................. Braintree, MA Retail Feb-91 284,138
Stop & Shop............................. Braintree, MA Retail Feb-91 50,920
Stop & Shop............................. Braintree, MA Retail Feb-91 209,029
Stop & Shop............................. Braintree, MA Retail Feb-91 169,841
Stop & Shop............................. Braintree, MA Retail Feb-91 121,255
Stop & Shop............................. Braintree, MA Retail Feb-91 103,621
Stop & Shop............................. Braintree, MA Retail Feb-91 82,969
Stop & Shop............................. Braintree, MA Computers Feb-91 26,428
Stop & Shop............................. Braintree, MA Retail Feb-91 184,177
Stop & Shop............................. Braintree, MA Retail Feb-91 62,067
Stop & Shop............................. Braintree, MA Computers Feb-91 726,459
Stop & Shop............................. Braintree, MA Retail Feb-91 198,850
Sun Presentations, Inc.................. Palm Springs, CA Video Production Nov-92 0
Super-Miami Ltd......................... Concord, CA Fixture Nov-91 0
Superior Disposal Service, Inc.......... Newfield, NY Sanitation May-91 0
Superior Tire, Inc...................... Canoga Park, CA Transportation Dec-91 0
Surface Specialists Inc................. Harvey, LA Manufacturing & Production Feb-96 0
Synoptic Systems Corp................... Springfield, VA Computers May-91 0
T.B.G. of Fresh Meadows, Inc............ Whitestone, NY Restaurant Equipment Dec-94 0
T.W. Productivity Centers............... San Francisco, CA Computers Feb-96 0
Transportation Corp. of America......... Minneapolis, MN Telecommunications Sep-91 0
Transportation Corp. of America......... Minneapolis, MN Telecommunications Oct-91 0
U.S. Public Technologies Inc............ San Diego, CA Computers Jun-95 0
United Diagnostics, Inc................. Miami, FL Medical Jun-91 0
USA Waste Services, Inc................. Dallas, TX Material Handling Mar-91 0
USA Waste Services, Inc................. Dallas, TX Material Handling Mar-91 0
USA Waste Services, Inc................. Dallas, TX Telecommunications Mar-91 0
Vacation Escape Inc..................... Boca Raton, FL Telecommunications Apr-95 0
Valley Porge HSR Ltd.................... Wayne, PA Manufacturing & Production Jun-91 0
Vermont Sand & Stone, Inc............... Waterbury, VT Construction Jun-91 0
Walid J. Talia.......................... San Diego, CA Fixture Dec-94 0
William N. Cann Inc..................... Willington, DE Computers Dec-95 0
Wrap Up Productions..................... Castro Valley, CA Video Production Oct-91 0
Total Equipment transactions less than $25,000.................. 55,673
-----------
$45,800,967
===========
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE CASH ACQUISITION
OR EQUIPMENT USER EXPENDED(2) COST(3)
----------------- ------------ -----------
<S> <C> <C>
Stop & Shop............................. $ 4,205 $ 39,331
Stop & Shop............................. 20,337 189,713
Stop & Shop............................. 17,634 159,554
Stop & Shop............................. 13,053 131,136
Stop & Shop............................. 40,617 408,124
Stop & Shop............................. 11,896 110,968
Stop & Shop............................. 3,594 33,613
Stop & Shop............................. 7,187 71,219
Stop & Shop............................. 33,367 317,506
Stop & Shop............................. 5,727 56,647
Stop & Shop............................. 27,151 236,179
Stop & Shop............................. 20,393 190,234
Stop & Shop............................. 13,982 135,237
Stop & Shop............................. 12,442 116,062
Stop & Shop............................. 9,456 92,425
Stop & Shop............................. 2,946 29,374
Stop & Shop............................. 22,114 206,291
Stop & Shop............................. 7,736 69,803
Stop & Shop............................. 84,499 810,958
Stop & Shop............................. 23,876 222,725
Sun Presentations, Inc.................. 66,253 66,253
Super-Miami Ltd......................... 96,968 96,968
Superior Disposal Service, Inc.......... 35,048 35,048
Superior Tire, Inc...................... 92,236 92,236
Surface Specialists Inc................. 59,358 59,358
Synoptic Systems Corp................... 164,520 164,520
T.B.G. of Fresh Meadows, Inc............ 395,221 395,221
T.W. Productivity Centers............... 46,549 46,549
Transportation Corp. of America......... 38,224 38,224
Transportation Corp. of America......... 51,588 51,588
U.S. Public Technologies Inc............ 37,362 37,362
United Diagnostics, Inc................. 27,181 27,181
USA Waste Services, Inc................. 30,352 30,352
USA Waste Services, Inc................. 32,422 32,422
USA Waste Services, Inc................. 45,637 45,637
Vacation Escape Inc..................... 34,104 34,104
Valley Porge HSR Ltd.................... 31,733 31,733
Vermont Sand & Stone, Inc............... 45,396 45,396
Walid J. Talia.......................... 27,381 27,381
William N. Cann Inc..................... 47,838 47,838
Wrap Up Productions..................... 47,315 47,315
4,247,670 4,303,343
----------- -----------
$26,853,123 $72,654,090
=========== ===========
</TABLE>
----------------------------------
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at December 31, 1999
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
B-60
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--RECENT PUBLIC PROGRAMS
(UNAUDITED)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently
under management for ICON Cash Flow Partners, L.P., Series C at December 31,
1999 pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
EQUIPMENT EQUIPMENT EQUIPMENT TOTAL
CATEGORY LEASES FINANCINGS PORTFOLIO
--------- ---------- ---------- ----------
<S> <C> <C> <C>
Restaurant Equipment..................................... $ 657,423 $ -- $ 657,423
Computer Systems......................................... 165,329 386,094 551,423
Manufacturing & Production............................... 38,942 213,507 252,449
Printing................................................. 47,957 175,274 223,231
Office Furniture & Fixtures.............................. 79,225 40,017 119,242
Medical.................................................. 77,680 81,789 159,469
Video Production......................................... -- 65,815 65,815
Telecommunications....................................... -- 49,359 49,359
Copiers.................................................. -- 50,566 50,566
Automotive............................................... 15,232 28,051 43,283
Construction............................................. -- -- --
Retail Systems........................................... -- 10,164 10,164
---------- ---------- ----------
1,081,788 1,100,636 2,182,424
</TABLE>
B-61
<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
December 31, 1999
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
1st Choice Physicians........... Rockville, MD Medical Feb-97 $ 0 $ 33,992
4Th Street Cleaners............. St. Petersburg, FL Manufacturing & Production Mar-92 0 49,130
5Th Street Pharmacy, Inc........ Philadelphia, PA Medical Mar-92 0 25,694
Aacro Precision Griding......... Sparks, NV Manufacturing & Production Sep-92 24,200 3,047
ABC Cleaners.................... Pasadena, CA Manufacturing & Production Mar-92 0 93,410
Abracadabra Presentation........ Santa Ana, CA Video Production Sep-96 0 31,580
Absolute Maintenance, Inc....... Tampa, FL Material Handling Oct-93 0 26,836
Accrurate Color & Compound...... Aurora, IL Manufacturing & Production Feb-97 0 25,719
Active Periodicals.............. Deerfield Beach, FL Computers Feb-97 0 52,398
Adult Career Training Corp...... Farmington Hill, MI Medical Mar-92 0 32,035
Advanced Communication.......... Minneapolis, MN Computers Feb-95 0 33,517
Advantage Metal Products........ Tracy, CA Manufacturing & Production Mar-97 0 51,296
Adventure Components Inc........ Westlake Villge, CA Manufacturing & Production Apr-95 0 25,719
Aero Bookbinding................ Sterling, VA Manufacturing & Production Mar-96 0 30,440
AHF Marketing Research, Inc..... New York, NY Computers Dec-92 0 105,114
AHS/USC Imaging Equipment....... Newport Beach, CA Medical Dec-91 0 1,546,288
AHS/USC Imaging Equipment....... Newport Beach, CA Medical Dec-91 0 1,178,775
AHS/USC Imaging Equipment....... Newport Beach, CA Medical Dec-91 0 114,911
AHS-Kosciusko Community
Hospital...................... Warsaw, IN Medical Dec-91 0 773,178
Ajc Associates Inc.............. Fort Lauderdale, FL Manufacturing & Production Apr-95 0 26,538
Alamance Knit Fabrics Inc....... Burlington, NC Manufacturing & Production Aug-92 0 46,776
Alexander & Alexander Srvs
Inc........................... Owings Mill, MD Computers Jan-96 3,263,945 548,331
Alpharetta-Woodstock Ob/Gyn..... Canton, GA Medical Mar-92 0 40,974
Ambe, Kishore S., Ph.D., MD..... Anaheim, CA Medical Mar-92 25,597 9,937
Ambel Precision Manuf. Corp..... Bethel, CT Manufacturing & Production Mar-95 0 39,487
Ambrose Dry Cleaners............ South Yarmouth, MA Manufacturing & Production Mar-92 0 91,239
American Garment Care Co........ Huntington Park, CA Sanitation Oct-92 29,030 3,283
Antelope Valley MRI............. Lancaster, CA Medical Dec-91 806,855 863,495
Ap Propane, Inc................. King Of Prussia, PA Computers Dec-92 359,756 152,563
Apollo Group, Inc............... Phoenix, AZ Furniture Dec-91 0 120,110
Arter & Hadden.................. Cleveland, OH Telecommunications Mar-92 0 62,795
Aspen Cleaners.................. Cincinnati, OH Manufacturing & Production Mar-92 0 97,627
Associates In Family Care....... Olathe, KS Medical Mar-92 0 56,126
Associates In Family Care....... Olathe, KS Medical Mar-92 0 31,693
Atlantic Care Medical Center.... Lynn, MA Medical Dec-91 5,235 46,420
Atlas Stamp & Marking Supplies.. Portland, OR Manufacturing & Production Feb-97 0 40,211
Audio Mixers, Inc............... New York, NY Manufacturing & Production May-92 0 29,777
Bakery Concepts................. Medfield, MA Restaurant Jun-96 0 45,531
Bakowski, George M., O.D........ Shreveport, LA Medical Mar-92 0 36,211
Ball-Incon Glass Packaging
Corp.......................... Muncie, IN Manufacturing & Production Dec-92 795,970 297,574
Ball-Incon Glass Packaging
Corp.......................... Muncie, IN Manufacturing & Production Dec-92 515,021 162,816
Barber Coleman, Co.............. Loves Park, IL Computers Jun-95 1,216,864 63,692
Barrios, Jose A., MD............ Boynton Beach, FL Medical Mar-92 0 44,322
Batniji, Sobhi A., D.D.S........ Laguna Niguel, CA Medical Mar-92 0 39,802
Bay Center Corporation.......... Tampa, FL Manufacturing & Production Jul-92 0 108,814
Bayou Cleaners.................. Tarpon Springs, FL Manufacturing & Production Mar-92 0 90,557
Beck-Ola Productions, Inc....... Santa Monica, CA Computers Mar-96 0 53,292
Bell Family Health Center....... Bell, CA Medical Mar-92 0 35,146
Bell'S Answering
Service Inc................... Greenwich, CT Telecommunications Jul-95 0 33,747
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
1st Choice Physicians........... $ 33,992
4Th Street Cleaners............. 49,130
5Th Street Pharmacy, Inc........ 25,694
Aacro Precision Griding......... 27,247
ABC Cleaners.................... 93,410
Abracadabra Presentation........ 31,580
Absolute Maintenance, Inc....... 26,836
Accrurate Color & Compound...... 25,719
Active Periodicals.............. 52,398
Adult Career Training Corp...... 32,035
Advanced Communication.......... 33,517
Advantage Metal Products........ 51,296
Adventure Components Inc........ 25,719
Aero Bookbinding................ 30,440
AHF Marketing Research, Inc..... 105,114
AHS/USC Imaging Equipment....... 1,546,288
AHS/USC Imaging Equipment....... 1,178,775
AHS/USC Imaging Equipment....... 114,911
AHS-Kosciusko Community
Hospital...................... 773,178
Ajc Associates Inc.............. 26,538
Alamance Knit Fabrics Inc....... 46,776
Alexander & Alexander Srvs
Inc........................... 3,812,276
Alpharetta-Woodstock Ob/Gyn..... 40,974
Ambe, Kishore S., Ph.D., MD..... 35,534
Ambel Precision Manuf. Corp..... 39,487
Ambrose Dry Cleaners............ 91,239
American Garment Care Co........ 32,313
Antelope Valley MRI............. 1,670,350
Ap Propane, Inc................. 512,319
Apollo Group, Inc............... 120,110
Arter & Hadden.................. 62,795
Aspen Cleaners.................. 97,627
Associates In Family Care....... 56,126
Associates In Family Care....... 31,693
Atlantic Care Medical Center.... 51,655
Atlas Stamp & Marking Supplies.. 40,211
Audio Mixers, Inc............... 29,777
Bakery Concepts................. 45,531
Bakowski, George M., O.D........ 36,211
Ball-Incon Glass Packaging
Corp.......................... 1,093,544
Ball-Incon Glass Packaging
Corp.......................... 677,836
Barber Coleman, Co.............. 1,280,556
Barrios, Jose A., MD............ 44,322
Batniji, Sobhi A., D.D.S........ 39,802
Bay Center Corporation.......... 108,814
Bayou Cleaners.................. 90,557
Beck-Ola Productions, Inc....... 53,292
Bell Family Health Center....... 35,146
Bell'S Answering
Service Inc................... 33,747
</TABLE>
B-62
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Blount, Inc..................... Portland, OR Manufacturing & Production Jun-95 $ 720,176 $ 43,877
Bob's Cylinder Head Service..... Fresno, CA Manufacturing & Production Sep-92 23,958 3,360
Boca Raton Outpatient Surgery... Boca Raton, FL Medical Mar-92 0 47,202
Bombay Duck Company Ltd......... Concord, MA Fixture Feb-96 0 57,507
Bordwell And Bratton, D.D.S..... Memphis, TN Medical Mar-92 0 43,328
Boulgourjian Brothers Corp...... West Hills, CA Furniture Feb-96 0 46,132
Bourns, Inc..................... Riverside, CA Telecommunications Mar-92 0 129,155
Brenlar Investments, Inc........ Novaro, CA Furniture Oct-94 0 315,120
Brookside....................... Northbrook, IL Manufacturing & Production Mar-92 0 59,494
C.D. Grahn Auto Repair.......... Rockville, MD Automotive Aug-96 0 28,695
Caio Bella Gelato Co., Inc...... New York, NY Fixture Feb-97 0 46,790
Campo, Alphonse, MD............. Stamford, CT Medical Mar-92 0 38,489
Cardiff Beach House............. Laguna Beach, CA Retail Jul-96 0 50,470
Cardinale Bread & Baking........ Pittsburg, CA Restaurant Jul-96 0 26,384
Cardiovascular Consultants...... Louisville, KY Medical Mar-92 0 108,549
Carullo, Emilio J., MD.......... Coral Gables, FL Medical Mar-92 0 25,389
Centennial Technologies Inc..... Billerica, MA Computers Jan-96 29,261 2,606
Centennial Technologies Inc..... Billerica, MA Office Equipment Jan-96 29,691 2,659
Centennial Technologies Inc..... Billerica, MA Manufacturing & Production Jan-96 174,139 15,592
Centennial Technologies Inc..... Billerica, MA Manufacturing & Production Jan-96 248,039 22,215
Centennial Technologies Inc..... Billerica, MA Manufacturing & Production Jan-96 349,484 31,125
Center For Special Immunology... Ft. Lauderdale, FL Medical Mar-92 0 65,945
Center For Special Immunology... Ft. Lauderdale, FL Medical Mar-92 0 27,292
Central Bakery, Inc............. Albany, NY Restaurant Feb-97 0 26,226
Century Hosiery................. Denton, NC Manufacturing & Production Aug-96 0 42,535
Chacko Dry Cleaner.............. Winchester, MA Manufacturing & Production Mar-92 0 80,875
Champlain Cable Corp............ Colchester, VT Manufacturing & Production Jan-96 24,790 2,041
Champlain Cable Corp............ Colchester, VT Manufacturing & Production Jan-96 827,839 123,382
Charcon Enterprises............. Charlotte, NC Manufacturing & Production Mar-92 0 79,086
Charlie & Jakes Bar-B-Q Inc..... Melbourne, FL Manufacturing & Production Dec-95 0 285,762
Chef's Pride, Inc............... Seaside, CA Restaurant Oct-92 28,370 3,061
Childrens & Presbyterian........ Plano, TX Medical Mar-92 0 31,037
Chrysler Capital................ Highland Park, MI Computers Apr-92 390,050 249,974
Chrysler Corp................... Highland Park, MI Computers Sep-91 231,979 117,821
Chrysler Corp................... Highland Park, MI Computers Apr-92 128,043 58,753
Chrysler Corp................... Highland Park, MI Computers Sep-91 131,105 125,194
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 109,254 117,190
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 110,329 86,469
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 123,405 117,839
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 394,760 191,056
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 588,742 257,475
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 33,771 16,346
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 122,627 51,378
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 435,087 173,683
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 567,404 217,122
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 640,401 245,050
Chrysler Motors Corp............ Highland Park, MI Computers Sep-91 643,095 239,344
Chung King Studios.............. New York, NY Audio Feb-97 0 47,933
Clancy's, Inc................... Noblesville, IN Restaurant Equipment Dec-95 0 624,000
Cobe Laboratories............... Pico Rivera, CA Manufacturing & Production Feb-97 0 32,473
Co-Care Eye Centers, Inc........ Germantown, TN Medical Mar-92 26,940 10,458
Colby, Harker Desoto............ Bradenton, FL Dry Cleaning Equipment May-92 0 119,600
Commercial Printing............. Virginia Beach, VA Manufacturing & Production Mar-96 0 29,218
Conceptions, Reproductive....... Denver, CO Medical Jun-92 0 27,338
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Blount, Inc..................... $ 764,053
Bob's Cylinder Head Service..... 27,318
Boca Raton Outpatient Surgery... 47,202
Bombay Duck Company Ltd......... 57,507
Bordwell And Bratton, D.D.S..... 43,328
Boulgourjian Brothers Corp...... 46,132
Bourns, Inc..................... 129,155
Brenlar Investments, Inc........ 315,120
Brookside....................... 59,494
C.D. Grahn Auto Repair.......... 28,695
Caio Bella Gelato Co., Inc...... 46,790
Campo, Alphonse, MD............. 38,489
Cardiff Beach House............. 50,470
Cardinale Bread & Baking........ 26,384
Cardiovascular Consultants...... 108,549
Carullo, Emilio J., MD.......... 25,389
Centennial Technologies Inc..... 31,867
Centennial Technologies Inc..... 32,350
Centennial Technologies Inc..... 189,732
Centennial Technologies Inc..... 270,254
Centennial Technologies Inc..... 380,608
Center For Special Immunology... 65,945
Center For Special Immunology... 27,292
Central Bakery, Inc............. 26,226
Century Hosiery................. 42,535
Chacko Dry Cleaner.............. 80,875
Champlain Cable Corp............ 26,831
Champlain Cable Corp............ 951,220
Charcon Enterprises............. 79,086
Charlie & Jakes Bar-B-Q Inc..... 285,762
Chef's Pride, Inc............... 31,431
Childrens & Presbyterian........ 31,037
Chrysler Capital................ 640,025
Chrysler Corp................... 349,800
Chrysler Corp................... 186,797
Chrysler Corp................... 256,299
Chrysler Motors Corp............ 226,444
Chrysler Motors Corp............ 196,798
Chrysler Motors Corp............ 241,244
Chrysler Motors Corp............ 585,817
Chrysler Motors Corp............ 846,217
Chrysler Motors Corp............ 50,116
Chrysler Motors Corp............ 174,004
Chrysler Motors Corp............ 608,770
Chrysler Motors Corp............ 784,526
Chrysler Motors Corp............ 885,450
Chrysler Motors Corp............ 882,439
Chung King Studios.............. 47,933
Clancy's, Inc................... 624,000
Cobe Laboratories............... 32,473
Co-Care Eye Centers, Inc........ 37,398
Colby, Harker Desoto............ 119,600
Commercial Printing............. 29,218
Conceptions, Reproductive....... 27,338
</TABLE>
B-63
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Concepts Marketing.............. Aloha, OR Telecommunications Sep-96 $ 0 $ 52,264
Coopwestein Dry Cleaner......... Brooklyn, NY Manufacturing & Production Jul-92 0 89,776
Copyman Copy & Printing......... San Mateo, CA Repographics Sep-96 0 47,115
Corpus Christi Diagnostic....... Corpus Christi, TX Medical Aug-92 21,757 8,446
Costa, Giovanni, MD............. Orchard Park, NY Medical Mar-92 0 35,304
Coventry........................ Cleveland Heights, OH Restaurant Sep-93 0 350,000
Cox Brothers Dairy.............. Elkhorn, KY Manufacturing & Production Feb-97 0 31,285
Cruttenden & Company............ Irvine, CA Telecommunications Mar-92 0 33,494
D. Maddox, MD................... Bakersfield, CA Medical Feb-97 0 91,710
Daga, Inc....................... Hilton Head, SC Fixture Nov-92 0 99,216
Danbury Ob/Gyn.................. Danbury, CT Medical Mar-92 0 25,921
David Klee...................... Poway, CA Manufacturing & Production Mar-96 0 26,918
Defcon.......................... Carisbed, CA Computers Jul-95 0 40,744
Delong Sportswear, Inc.......... Grinnell, IA Manufacturing & Production Jun-95 479,073 12,042
Delta Point, Inc................ Monterey, CA Computers Dec-91 0 67,293
Delta Point, Inc................ Monterey, CA Computers Feb-92 0 78,920
Delta Point, Inc................ Monterey, CA Computers Mar-92 0 91,459
Delta Point, Inc................ Monterey, CA Computers Apr-92 0 32,190
Deltapoint, Inc................. Monterey, CA Computers Sep-94 0 31,309
Deltapoint, Inc................. Monterey, CA Computers Sep-94 0 36,743
Deltapoint, Inc................. Monterey, CA Computers Sep-94 0 51,415
Denton Hall Burgin & Warrens.... Los Angeles, CA Telecommunications Mar-92 0 30,906
Desert Diecutting, Inc.......... Las Vegas, NV Manufacturing & Production Feb-97 0 43,934
Design Design, Inc.............. Rutland, VT Manufacturing & Production May-92 0 28,109
Dettmer Hospital................ Troy, OH Medical Mar-92 0 53,209
Dimaano, Cecilia D., MD, PC..... Mesa, AZ Medical Mar-92 0 28,431
Doctors Hospital................ Houston, TX Medical Mar-92 0 34,772
Dominion Medical
Associates, Inc............... Richmond, VA Medical Mar-92 0 25,231
Doria Enterprises, Inc.......... New York, NY Retail Jul-96 0 27,135
Douglas General Hospital........ Douglasville, GA Medical Dec-91 0 45,129
Downtown Press Inc.............. Baltimore, MD Manufacturing & Production Mar-96 0 134,240
Dr. Robert S. Guminey DDS....... Tomball, TX Medical Oct-91 0 162,864
Draffin, David S., MD, PA....... Summerville, SC Medical Mar-92 0 26,385
Drs. Eade, J.D. & Brooks,
B.J........................... Campbellsville, KY Medical Mar-92 0 69,800
Dumfries Pharmacy, Inc.......... Dumfries, VA Medical Mar-92 0 68,276
Duracell, Inc................... Bethel, CT Computers Jun-95 2,152,323 101,227
Duracell, Inc................... Bethel, CT Computers Jun-95 1,078,280 28,573
East Mission Valley Copy........ San Diego, CA Printing Sep-96 0 58,216
East Point Hospital............. Lehigh Acres, FL Medical Dec-91 0 175,044
Eaton Coin Laundry.............. Dunwoody, GA Manufacturing & Production Mar-92 0 94,704
Emanuel Hospital & Health
Center........................ Portland, OR Medical Dec-91 0 438,498
Eskaton......................... Carmichael, CA Telecommunications Mar-92 0 143,943
Ettrick Medical Center.......... Ettrick, VA Medical Mar-92 0 40,539
Executive Dry Cleaners.......... Cranston, RI Manufacturing & Production Mar-92 0 70,054
Fawcett Memorial Hospital....... Port Charlotte, IL Medical Dec-91 77,159 190,178
FCR, Inc........................ Weymouth, MA Manufacturing & Production Dec-94 0 27,805
Federal Express................. Memphis, TN Aircraft Sep-96 0 8,756,291
Ferson Dry Cleaner.............. Miami, FL Manufacturing & Production Mar-92 0 77,400
Festival Cleaners............... Chantilly, VA Manufacturing & Production Mar-92 0 133,664
Fiesta.......................... Lilburn, GA Manufacturing & Production Mar-92 0 191,108
First Security.................. Atlanta, GA Manufacturing & Production Mar-92 0 454,480
First Universal Trading, Inc.... Long Beach, CA Computers Mar-97 0 34,562
Florida Hospitality Resorts..... Pompano Beach, FL Furniture Jun-94 0 200,251
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Concepts Marketing.............. $ 52,264
Coopwestein Dry Cleaner......... 89,776
Copyman Copy & Printing......... 47,115
Corpus Christi Diagnostic....... 30,203
Costa, Giovanni, MD............. 35,304
Coventry........................ 350,000
Cox Brothers Dairy.............. 31,285
Cruttenden & Company............ 33,494
D. Maddox, MD................... 91,710
Daga, Inc....................... 99,216
Danbury Ob/Gyn.................. 25,921
David Klee...................... 26,918
Defcon.......................... 40,744
Delong Sportswear, Inc.......... 491,115
Delta Point, Inc................ 67,293
Delta Point, Inc................ 78,920
Delta Point, Inc................ 91,459
Delta Point, Inc................ 32,190
Deltapoint, Inc................. 31,309
Deltapoint, Inc................. 36,743
Deltapoint, Inc................. 51,415
Denton Hall Burgin & Warrens.... 30,906
Desert Diecutting, Inc.......... 43,934
Design Design, Inc.............. 28,109
Dettmer Hospital................ 53,209
Dimaano, Cecilia D., MD, PC..... 28,431
Doctors Hospital................ 34,772
Dominion Medical
Associates, Inc............... 25,231
Doria Enterprises, Inc.......... 27,135
Douglas General Hospital........ 45,129
Downtown Press Inc.............. 134,240
Dr. Robert S. Guminey DDS....... 162,864
Draffin, David S., MD, PA....... 26,385
Drs. Eade, J.D. & Brooks,
B.J........................... 69,800
Dumfries Pharmacy, Inc.......... 68,276
Duracell, Inc................... 2,253,550
Duracell, Inc................... 1,106,853
East Mission Valley Copy........ 58,216
East Point Hospital............. 175,044
Eaton Coin Laundry.............. 94,704
Emanuel Hospital & Health
Center........................ 438,498
Eskaton......................... 143,943
Ettrick Medical Center.......... 40,539
Executive Dry Cleaners.......... 70,054
Fawcett Memorial Hospital....... 267,337
FCR, Inc........................ 27,805
Federal Express................. 8,756,291
Ferson Dry Cleaner.............. 77,400
Festival Cleaners............... 133,664
Fiesta.......................... 191,108
First Security.................. 454,480
First Universal Trading, Inc.... 34,562
Florida Hospitality Resorts..... 200,251
</TABLE>
B-64
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Florida Hospitality Resorts..... Pompano Beach, FL Furniture Jun-94 $ 0 $ 296,849
Foggy Bottom.................... Washington, DC Medical Mar-92 0 68,280
Fountain Valley Regional........ Fountain Valley, CA Medical Dec-91 0 897,554
Fountain Valley Regional........ Fountain Valley, CA Medical Oct-93 0 409,914
Frone'S Brokerage Inc........... Central Point, OR Fixture Jan-96 0 80,468
G&S Foundry &
Manufacturing Co.............. Red Bud, IL Manufacturing & Production Jan-95 0 36,288
G.T.R. Inc. Dba................. Atlanta, GA Restaurant Apr-95 0 55,991
Garmar Medical Group............ Montebello, CA Medical Mar-92 0 25,085
Gary J. Elmer................... Huntington Beach, CA Manufacturing & Production Nov-95 0 27,441
Gary'S Pub & Billiards.......... Marathon, FL Retail Oct-96 0 31,248
General Electric Co............. Hartford, CT Computers Dec-95 575,464 102,647
Geotek Communications Inc....... Montvale, NJ Telecommunications Mar-97 0 263,816
Gerlay Gary S., MD.............. Deming, NM Medical Mar-92 0 51,551
Gilroy Printers & Office
Supplies...................... Gilroy, CA Computers Sep-95 0 44,482
Goldstar Cabinets, Inc.......... Phoenix, AZ Computers Jun-96 0 36,872
Graphic Consultants Inc......... Paul Ramsey, MN Manufacturing & Production Mar-96 0 25,030
Graphix, Inc.................... Savage, MD Printing Feb-97 0 29,020
Gray Television, Inc............ Greensboro, NC Computers Mar-95 0 39,376
Great American Cleaners......... Friendswood, TX Manufacturing & Production Mar-92 0 93,880
Greenbrier Family Medical
Center........................ Chesapeake, VA Medical Mar-92 0 28,178
Greene Dot Inc.................. San Diego, CA Video Production Jul-92 0 25,273
Gustafson Master Cleaners....... N. Providence, RI Manufacturing & Production Mar-92 0 94,241
Half Inch Video Dba, Scott,
R............................. San Francisco, CA Video Production Feb-97 0 25,598
Hamilton Communications......... Wauwatosa, WI Computers Jul-96 0 60,262
Hanley, III, James R., MD....... Macclenny, FL Medical Mar-92 0 28,330
Harbor Truck Bodies, Inc........ Brea, CA Automotive Feb-97 0 49,711
Hasley Dry Cleaner.............. Ft. Smith, AR Manufacturing & Production Mar-92 0 76,356
Hatfield, Bonnie................ Louisville, KY Medical Mar-92 0 52,195
Healthtrust, Inc................ Sun City, FL Medical Dec-91 0 257,223
Hempstead Park Nursing Home..... Hempstead, NY Medical Mar-92 0 25,947
Hendrixson & Sons Install....... Round Lake, IL Computers Feb-97 0 29,732
Highland Tap.................... Atlanta, GA Furniture Mar-92 0 39,866
Hometown Buffet, Inc............ San Diego, CA Restaurant Feb-95 0 642,720
Hookset Bagel & Deli............ Hooksett, NH Restaurant Jul-96 0 60,852
Hope-Gill, Herbert F., MD....... Sarasota, FL Medical Mar-92 0 34,917
Horrigan Enterprises............ Colton, CA Computers Apr-96 0 32,587
Howard, Donald C., D.O.......... Hallandale, FL Medical Mar-92 0 33,618
Howard's Tavern Snacks, Inc..... Portland, OR Fixture Mar-95 0 30,445
Hrangl Medical
Development, Inc.............. Estherville, IA Medical Mar-92 0 31,521
Human Resources Contract........ Los Angeles, CA Furniture Mar-97 0 58,248
Humana Inc...................... Louisville, KY Medical Dec-92 0 37,181
Hurricane Graphics.............. Miami Lakes, FL Manufacturing & Production Mar-96 0 32,734
Hydratec, Inc................... Baltimore, MD Manufacturing & Production Feb-97 0 25,374
I.V.L. Inc...................... Ft. Lauderdale, FL Computers Jan-96 0 55,589
IMP, Inc........................ San Jose, CA Manufacturing & Production Mar-95 1,376,519 315,061
IMP, Inc........................ San Jose, CA Manufacturing & Production Mar-97 0 1,074,631
In The Mix Inc.................. New York, NY Computers Feb-97 0 33,389
Information Storage Devices..... San Jose, CA Computers Jun-94 0 126,414
Information Storage Devices..... San Jose, CA Computers Jun-94 0 358,927
Information Storage Devices..... San Jose, CA Computers Aug-94 0 67,381
Inliner Americas, Inc........... Houston, TX Manufacturing & Production Feb-97 0 58,243
Innovo, Inc..................... Springfield, TN Fixture Jun-94 0 90,785
Intermark Components, Inc....... Huntington Bch, CA Manufacturing & Production Feb-95 0 32,242
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Florida Hospitality Resorts..... $ 296,849
Foggy Bottom.................... 68,280
Fountain Valley Regional........ 897,554
Fountain Valley Regional........ 409,914
Frone'S Brokerage Inc........... 80,468
G&S Foundry &
Manufacturing Co.............. 36,288
G.T.R. Inc. Dba................. 55,991
Garmar Medical Group............ 25,085
Gary J. Elmer................... 27,441
Gary'S Pub & Billiards.......... 31,248
General Electric Co............. 678,111
Geotek Communications Inc....... 263,816
Gerlay Gary S., MD.............. 51,551
Gilroy Printers & Office
Supplies...................... 44,482
Goldstar Cabinets, Inc.......... 36,872
Graphic Consultants Inc......... 25,030
Graphix, Inc.................... 29,020
Gray Television, Inc............ 39,376
Great American Cleaners......... 93,880
Greenbrier Family Medical
Center........................ 28,178
Greene Dot Inc.................. 25,273
Gustafson Master Cleaners....... 94,241
Half Inch Video Dba, Scott,
R............................. 25,598
Hamilton Communications......... 60,262
Hanley, III, James R., MD....... 28,330
Harbor Truck Bodies, Inc........ 49,711
Hasley Dry Cleaner.............. 76,356
Hatfield, Bonnie................ 52,195
Healthtrust, Inc................ 257,223
Hempstead Park Nursing Home..... 25,947
Hendrixson & Sons Install....... 29,732
Highland Tap.................... 39,866
Hometown Buffet, Inc............ 642,720
Hookset Bagel & Deli............ 60,852
Hope-Gill, Herbert F., MD....... 34,917
Horrigan Enterprises............ 32,587
Howard, Donald C., D.O.......... 33,618
Howard's Tavern Snacks, Inc..... 30,445
Hrangl Medical
Development, Inc.............. 31,521
Human Resources Contract........ 58,248
Humana Inc...................... 37,181
Hurricane Graphics.............. 32,734
Hydratec, Inc................... 25,374
I.V.L. Inc...................... 55,589
IMP, Inc........................ 1,691,580
IMP, Inc........................ 1,074,631
In The Mix Inc.................. 33,389
Information Storage Devices..... 126,414
Information Storage Devices..... 358,927
Information Storage Devices..... 67,381
Inliner Americas, Inc........... 58,243
Innovo, Inc..................... 90,785
Intermark Components, Inc....... 32,242
</TABLE>
B-65
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Internal Medicine Group......... Little Rock, AR Medical Mar-92 $ 0 $ 34,769
Internal Medicine Specialists... Las Vegas, NV Medical Mar-92 0 34,803
International Communications.... Elizabeth, NJ Computers Jun-95 0 42,344
International Power
Devices Inc................... Boston, MA Telecommunications Jan-96 30,916 2,381
International Power
Devices Inc................... Boston, MA Computers Jan-96 35,567 2,782
International Power
Devices Inc................... Boston, MA Manufacturing & Production Jan-96 35,567 782,577
International Rectifier Corp.... Temecula, CA Telecommunications Mar-92 0 118,882
International Rectifier Corp.... El Segundo, CA Telecommunications Jul-93 0 175,626
J & B Finishers................. Tucker, GA Manufacturing & Production Mar-96 0 31,949
Jack Vanden Brulle.............. Berkeley, CA Printing Jun-96 0 45,929
Jimenez Soft Touch.............. Tampa, FL Manufacturing & Production Mar-92 0 85,349
John Corkery Jr................. Canton, MA Printing Jun-95 0 38,679
John J. Prescott................ Washington, DC Video Production Jun-96 0 57,930
Johnny P. Singh................. Brawley, CA Material Handling Sep-92 41,049 8,068
K & I Plastics, Inc............. Jacksonville, FL Manufacturing & Production Oct-91 0 25,720
Katz & Klein.................... Sacramento, CA Manufacturing & Production Mar-97 0 27,684
Ka-Va Inc Dba Clothes Clinic.... Watertown, MA Manufacturing & Production Jun-95 0 39,148
Kehne, Susan M & Diaz, Luis MD.. Las Vegas, NV Medical Mar-92 0 34,859
Kerr Glass Manufacturing
Corp.......................... Los Angeles, CA Manufacturing & Production Dec-92 239,822 103,386
Kerr Glass Manufacturing
Corp.......................... Los Angeles, CA Manufacturing & Production Dec-92 1,046,565 348,824
King, Purtich & Morrice......... Los Angeles, CA Telecommunications Apr-93 0 53,799
Kingman Hospital, Inc........... Kingman, AZ Medical Dec-91 0 256,524
Kings Meat & Seafood Corp....... Houston, TX Restaurant Aug-96 0 32,701
Kissimee Memorial Hospital...... Kissimee, FL Medical Dec-91 0 487,203
Klasky & Csupo, Inc............. Hollywood, CA Office Equipment Sep-92 28,448 4,759
Klein, Roger MD................. Ashland, KY Medical Mar-92 0 45,195
Knox Insurance Agency Inc....... Albany, NY Computers Jun-95 0 28,558
Kopy King Inc................... Chattanooga, TN Manufacturing & Production Mar-96 0 30,284
Kreegr Dry Cleaner.............. Arvada, CO Manufacturing & Production Mar-92 0 80,343
Kurusu, Shozo, MD............... Charleston, WV Medical Mar-92 0 50,433
L & S Enterprises............... Dayton, OH Office Equipment Jul-96 0 54,021
L.W. Blake Hospital............. Bradenton, FL Medical Dec-91 0 319,245
Laclede Steel, Inc.............. St. Louis, MO Fixture Sep-93 0 79,718
Laguna Graphic Arts Inc......... Irvine, CA Manufacturing & Production Mar-96 0 72,146
Lawrence Medical Laboratory..... Monrovia, CA Medical Mar-92 0 51,876
Lee Family Clinic............... Durant, OK Computers Aug-96 0 66,646
Lee-Koh Medical Corporation PC.. Reseda, CA Medical Mar-92 0 44,052
Leroy Gorzell................... Falls City, TX Manufacturing & Production Mar-95 0 34,762
Little Rock Internal Medicine... Little Rock, AR Medical Mar-92 0 53,858
Littletown Pattern Works........ Littlestown, PA Manufacturing & Production Mar-97 0 26,426
Long Beach Acceptance Corp...... Oradell, NJ Computers Jul-96 0 56,574
Long Beach Acceptance Corp...... Oradell, NJ Computers Aug-96 0 146,238
Long Beach Acceptance Corp...... Oradell, NJ Computers Sep-95 0 569,155
Long Beach Acceptance Corp...... Oradell, NJ Computers Nov-95 0 110,452
Long, Nancy L., MD.............. Henderson, NV Medical Mar-92 0 25,072
Loy Loy Restaurant.............. Clovis, CA Restaurant Sep-92 36,956 4,907
LTK Litho, Inc.................. Deer Park, NY Manufacturing & Production Mar-97 0 39,504
Mallory Smith Management Srvc... Santa Barbara, CA Computers Apr-94 0 32,683
Marble & Granite Fabricators.... Warren, MI Manufacturing & Production Feb-97 0 49,386
Martin Paul, Ltd................ Boston, MA Photography Sep-96 0 50,672
Marvista Pub, Inc............... Longboat Key, FL Retail Feb-97 0 31,122
Matassa'S Market--Dauphine...... New Orleans, LA Fixture Jan-96 0 51,207
Matsco Financial Corp........... Emeryville, CA Manufacturing & Production Dec-91 0 151,308
Matsco Financial Corp........... Emeryville, CA Manufacturing & Production Dec-91 0 81,041
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Internal Medicine Group......... $ 34,769
Internal Medicine Specialists... 34,803
International Communications.... 42,344
International Power
Devices Inc................... 33,297
International Power
Devices Inc................... 38,349
International Power
Devices Inc................... 818,144
International Rectifier Corp.... 118,882
International Rectifier Corp.... 175,626
J & B Finishers................. 31,949
Jack Vanden Brulle.............. 45,929
Jimenez Soft Touch.............. 85,349
John Corkery Jr................. 38,679
John J. Prescott................ 57,930
Johnny P. Singh................. 49,117
K & I Plastics, Inc............. 25,720
Katz & Klein.................... 27,684
Ka-Va Inc Dba Clothes Clinic.... 39,148
Kehne, Susan M & Diaz, Luis MD.. 34,859
Kerr Glass Manufacturing
Corp.......................... 343,208
Kerr Glass Manufacturing
Corp.......................... 1,395,388
King, Purtich & Morrice......... 53,799
Kingman Hospital, Inc........... 256,524
Kings Meat & Seafood Corp....... 32,701
Kissimee Memorial Hospital...... 487,203
Klasky & Csupo, Inc............. 33,207
Klein, Roger MD................. 45,195
Knox Insurance Agency Inc....... 28,558
Kopy King Inc................... 30,284
Kreegr Dry Cleaner.............. 80,343
Kurusu, Shozo, MD............... 50,433
L & S Enterprises............... 54,021
L.W. Blake Hospital............. 319,245
Laclede Steel, Inc.............. 79,718
Laguna Graphic Arts Inc......... 72,146
Lawrence Medical Laboratory..... 51,876
Lee Family Clinic............... 66,646
Lee-Koh Medical Corporation PC.. 44,052
Leroy Gorzell................... 34,762
Little Rock Internal Medicine... 53,858
Littletown Pattern Works........ 26,426
Long Beach Acceptance Corp...... 56,574
Long Beach Acceptance Corp...... 146,238
Long Beach Acceptance Corp...... 569,155
Long Beach Acceptance Corp...... 110,452
Long, Nancy L., MD.............. 25,072
Loy Loy Restaurant.............. 41,863
LTK Litho, Inc.................. 39,504
Mallory Smith Management Srvc... 32,683
Marble & Granite Fabricators.... 49,386
Martin Paul, Ltd................ 50,672
Marvista Pub, Inc............... 31,122
Matassa'S Market--Dauphine...... 51,207
Matsco Financial Corp........... 151,308
Matsco Financial Corp........... 81,041
</TABLE>
B-66
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Matsco Financial Corp........... Emeryville, CA Manufacturing & Production Dec-91 $ 0 $ 36,106
Matsco Financial Corp........... Emeryville, CA Manufacturing & Production Dec-91 0 33,980
Matsco Financial Corp........... Emeryville, CA Manufacturing & Production Dec-91 0 29,862
Matsco Financial Corp........... Emeryville, CA Manufacturing & Production Dec-91 0 29,549
Matsco Financial Corp........... Emeryville, CA Manufacturing & Production Dec-91 0 28,390
Mc Hargue, Chauncey A., MD...... Culpeper, VA Medical Mar-92 0 25,400
Med Access...................... Stafford, TX Medical Mar-92 0 26,344
Merle West Medical Center....... Klamath Falls, OR Medical Mar-92 0 108,517
Merritt, Melvin D., MD.......... Aurora, CO Medical Mar-92 0 50,555
Metro Design Center............. Saratoga, CA Telecommunications Sep-96 0 26,014
Metro-Continental, Inc.......... Dayton, TX Manufacturing & Production Mar-92 0 78,792
MGM Enterprises, Inc............ Amarillo, TX Fixture Jun-94 0 28,291
Micro Strategies, Inc........... Denville, NJ Telecommunications Jul-96 0 53,851
Milpitas Cleaners............... Milpitas, CA Sanitation Sep-92 29,977 3,019
Mind's Eye Graphics, Inc........ Richmond, VA Computers Mar-95 0 26,972
Missouri Eye Institute.......... Springfield, MO Medical Mar-92 0 37,398
Mojabe Chiropractic............. Rancho Cucamong, CA Medical Mar-92 0 30,595
Mondo Media..................... San Francisco, CA Computers May-96 0 49,405
Montgomery City Hospital........ Rockville, MD Medical Dec-91 0 1,148,225
Montgomery City Hospital........ Rockville, MD Medical Dec-91 0 296,171
Montgomery City Hospital........ Rockville, MD Medical Dec-91 0 171,735
Morgan's Creative Restaurant.... Beachwood, OH Restaurant Mar-95 0 234,091
Morgan's Foods.................. Saratoga, CA Restaurant Mar-95 0 189,746
Morgan's Foods.................. Beachwood, OH Computers Sep-94 0 102,805
Mount Pleasant Spinal Health.... Mount Pleasant, SC Medical Mar-92 0 26,797
Mount Sinai Medical Center...... Miami Beach, FL Medical Dec-91 954,276 195,228
Mount Sinai Medical Center...... Miami Beach, FL Medical Dec-91 1,138,257 356,746
Nadler'S Bakery & Deli.......... San Antonio, TX Restaurant Oct-96 0 32,362
Nair Dry Cleaner................ Oak Lawn, IL Manufacturing & Production Mar-92 0 98,653
Nasco Sportswear, Inc........... Springfield, TN Manufacturing & Production Jun-92 0 87,360
Nasco Sportswear, Inc........... Springfield, TN Manufacturing & Production Jun-92 0 87,360
Nasco Sportswear, Inc........... Springfield, TN Manufacturing & Production Jun-92 0 87,360
Nasco Sportswear, Inc........... Springfield, TN Computers Sep-92 0 46,691
Nasco, Inc...................... Springfield, TN Computers Jun-92 0 780,000
New London Press Inc............ Alpharetta, GA Manufacturing & Production Mar-96 0 26,903
New World Rising, Inc........... Birmingham, AL Computers Feb-97 0 45,888
Ngo Dry Cleaner................. Beltsville, MD Manufacturing & Production Mar-92 0 73,242
Norfolk Warehouse
Distribution.................. Norfolk, VA Furniture Jul-95 0 36,945
Norgetown Cleaners.............. Clarendon Hills, IL Manufacturing & Production Mar-92 0 78,588
Norman's Food Store's, Inc...... Nebraska City, NE Computers Dec-93 0 99,615
Ohio Power Company.............. Columbus, OH Material Handling Oct-92 11,846,000 473,840
Ohio Power Company.............. Columbus, OH Material Handling Oct-92 0 9,525,880
Olash And Van Vooren, MD........ Louisville, KY Medical Mar-92 0 35,430
Old Dominion Carstar............ Eugene, OR Computers Apr-94 0 29,854
Omni Mortgage Group, Inc........ Lawrenceville, GA Computers Feb-97 0 34,676
One Hour Martinizing............ Stone Mountain, GA Manufacturing & Production Mar-92 0 27,289
Oswego Cleaners................. Oswego, IL Manufacturing & Production Mar-92 0 71,745
Oswego Village Clinic........... Lake Oswego, OR Medical Mar-92 0 25,669
Pacific Equity Service.......... Vancouver, WA Computers Aug-96 0 31,273
Palo Alto Car Wash Partners..... San Francisco, CA Manufacturing & Production Jul-92 0 122,425
Panama Hatties.................. Huntington Stat, NY Restaurant Mar-97 0 53,637
Paolo'S Italian Kitchen......... Melbourne, FL Restaurant Feb-97 0 49,404
Parker K. Bagley MD............. Inverness, FL Medical Feb-95 0 88,444
Parker K. Bagley, MD PA......... Inverness, FL Medical Dec-91 0 323,733
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Matsco Financial Corp........... $ 36,106
Matsco Financial Corp........... 33,980
Matsco Financial Corp........... 29,862
Matsco Financial Corp........... 29,549
Matsco Financial Corp........... 28,390
Mc Hargue, Chauncey A., MD...... 25,400
Med Access...................... 26,344
Merle West Medical Center....... 108,517
Merritt, Melvin D., MD.......... 50,555
Metro Design Center............. 26,014
Metro-Continental, Inc.......... 78,792
MGM Enterprises, Inc............ 28,291
Micro Strategies, Inc........... 53,851
Milpitas Cleaners............... 32,997
Mind's Eye Graphics, Inc........ 26,972
Missouri Eye Institute.......... 37,398
Mojabe Chiropractic............. 30,595
Mondo Media..................... 49,405
Montgomery City Hospital........ 1,148,225
Montgomery City Hospital........ 296,171
Montgomery City Hospital........ 171,735
Morgan's Creative Restaurant.... 234,091
Morgan's Foods.................. 189,746
Morgan's Foods.................. 102,805
Mount Pleasant Spinal Health.... 26,797
Mount Sinai Medical Center...... 1,149,504
Mount Sinai Medical Center...... 1,495,003
Nadler'S Bakery & Deli.......... 32,362
Nair Dry Cleaner................ 98,653
Nasco Sportswear, Inc........... 87,360
Nasco Sportswear, Inc........... 87,360
Nasco Sportswear, Inc........... 87,360
Nasco Sportswear, Inc........... 46,691
Nasco, Inc...................... 780,000
New London Press Inc............ 26,903
New World Rising, Inc........... 45,888
Ngo Dry Cleaner................. 73,242
Norfolk Warehouse
Distribution.................. 36,945
Norgetown Cleaners.............. 78,588
Norman's Food Store's, Inc...... 99,615
Ohio Power Company.............. 12,319,840
Ohio Power Company.............. 9,525,880
Olash And Van Vooren, MD........ 35,430
Old Dominion Carstar............ 29,854
Omni Mortgage Group, Inc........ 34,676
One Hour Martinizing............ 27,289
Oswego Cleaners................. 71,745
Oswego Village Clinic........... 25,669
Pacific Equity Service.......... 31,273
Palo Alto Car Wash Partners..... 122,425
Panama Hatties.................. 53,637
Paolo'S Italian Kitchen......... 49,404
Parker K. Bagley MD............. 88,444
Parker K. Bagley, MD PA......... 323,733
</TABLE>
B-67
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Parks, Sheryl L., MD, PC........ Garden City, MI Medical Mar-92 $ 0 $ 29,018
PCMAC Consultants............... San Francisco, CA Computers Feb-97 0 31,212
Performance A/V, Inc............ Alexandria, VA Video Production Sep-93 0 233,785
Perry Morris.................... Irvine, CA Manufacturing & Production Mar-92 0 5,200,000
Phoenix Analysis & Design....... Gilbert, AZ Printing Aug-96 0 33,255
Photo Center, Inc............... Costa Mesa, CA Manufacturing & Production Mar-97 0 40,986
Physician Hospital.............. Cedar Knolls, NJ Medical Dec-91 0 234,870
Pivaroff Chiropractic Corp...... Corona Del Mar, CA Medical Mar-92 0 35,324
Pleasant Hill Cleaners.......... Duluth, GA Manufacturing & Production Mar-92 0 115,657
Pro Photo Connection, Inc....... Irvine, CA Computers Mar-97 0 29,180
Pro Sew......................... Cincinnati, OH Manufacturing & Production Dec-91 0 40,018
Quail Cleaners.................. Missouri City, TX Manufacturing & Production Mar-92 0 90,402
Quality Baking L.L.C............ Maplewood, MO Restaurant Equipment Dec-95 0 296,400
R & M Baking Corp............... Oceanside, NY Manufacturing & Production Nov-93 0 27,490
R & M Levy...................... Lafayette, CA Manufacturing & Production Sep-92 0 73,668
R.E. Smith Printing, Co......... Fall River, MA Printing Jun-95 487,200 41,021
R.U.R. Enterprises, Inc......... Houston, TX Furniture Dec-94 0 27,035
Radiology Assoc. of Mc Allen
TX............................ Mc Allen, TX Medical Dec-91 0 190,800
Radiology Assoc. of Mc Allen
TX............................ Mc Allen, TX Medical Dec-91 0 40,776
Radiology Assoc. of Mc Allen
TX............................ Mc Allen, TX Medical Jun-93 0 97,644
Radiology Assoc. of Westport.... Westport, CT Retail May-92 309,873 39,188
Rain-Master Roofing............. Portland, OR Computers Jun-96 0 26,464
Raintree Cleaners............... Roswell, GA Manufacturing & Production Mar-92 0 105,265
Re/Max Fireside................. Blue Jay Villag, CA Telecommunications Sep-92 27,089 4,030
Re/Max International, Inc....... Englewood, CO Furniture Sep-92 25,462 10,615
Red Bank Volvo, Inc............. Shrewsbury, NJ Automotive Feb-97 0 42,070
Red Bug Cleaners................ Winter Springs, FL Manufacturing & Production Mar-92 0 58,238
Redwood Medical Offices......... Crescent City, CA Medical Mar-92 0 25,997
Reino Linen Service, Inc........ Gibsonburg, PA Manufacturing & Production Oct-91 0 759,040
Reino Linen Service, Inc........ Gibsonburg, OH Material Handling Dec-92 0 34,022
Reiter And Perkes, MD........... Medford, NY Medical Dec-91 0 282,435
Restaurant Management Nw Inc.... Portland, OR Restaurant Jun-95 0 373,379
RLL............................. Miami, FL Manufacturing & Production Mar-92 0 110,112
Rmc Environmental Service....... Spring City, PA Computers Mar-92 0 27,592
Robert M. Jones................. Laguna Hills, CA Video Production Jun-96 0 58,497
Roberts, J.N., MD............... Boaz, AL Medical Mar-92 0 27,787
Rockwood Clinic, P.S............ Spokane, WA Medical Dec-91 1,120,875 280,122
Roger Colby..................... Cortez, FL Manufacturing & Production Mar-92 0 111,697
Rogers, Gene W., MD............. Sonora, TX Medical Mar-92 0 25,821
Rose Casual Dining, Inc......... Newtown, PA Restaurant Equipment Dec-95 0 135,403
S. Johnson And Sons, Inc........ Belvidere, NJ Manufacturing & Production Sep-93 0 77,698
S.C.W. Corporation.............. Scituate, MA Restaurant May-94 0 27,259
S.W. FL Regional Medical
Center........................ Fort Meyers, FL Medical Dec-91 44,580 161,521
Sage Enterprises, Inc........... Des Plains, IL Computers Jun-94 0 119,252
Salinas Construction............ Pleasanton, TX Construction May-96 0 47,058
Salon 2000...................... Eden Prairie, MN Fixture Feb-96 0 37,237
Sam Houston Memorial Hospital... Houston, TX Medical Dec-91 0 585,021
San Angelo Medical Practice..... San Angelo, TX Medical Mar-92 0 68,346
San Angelo Medical Practice..... San Angelo, TX Medical Mar-92 0 39,846
Sass, Friedman & Associates..... Cleveland, OH Medical Mar-92 0 39,205
Sass, Friedman & Associates..... Cleveland, OH Medical Mar-92 0 48,444
Sbs Commercial Leasing Inc...... Jericho, NY Computers Jan-96 0 128,369
Schooley-Steen Medical.......... Fresno, CA Furniture Sep-92 40,167 5,899
Sharon--John Dry Cleaner........ Kensigton, CT Manufacturing & Production Mar-92 0 64,410
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Parks, Sheryl L., MD, PC........ $ 29,018
PCMAC Consultants............... 31,212
Performance A/V, Inc............ 233,785
Perry Morris.................... 5,200,000
Phoenix Analysis & Design....... 33,255
Photo Center, Inc............... 40,986
Physician Hospital.............. 234,870
Pivaroff Chiropractic Corp...... 35,324
Pleasant Hill Cleaners.......... 115,657
Pro Photo Connection, Inc....... 29,180
Pro Sew......................... 40,018
Quail Cleaners.................. 90,402
Quality Baking L.L.C............ 296,400
R & M Baking Corp............... 27,490
R & M Levy...................... 73,668
R.E. Smith Printing, Co......... 528,221
R.U.R. Enterprises, Inc......... 27,035
Radiology Assoc. of Mc Allen
TX............................ 190,800
Radiology Assoc. of Mc Allen
TX............................ 40,776
Radiology Assoc. of Mc Allen
TX............................ 97,644
Radiology Assoc. of Westport.... 349,061
Rain-Master Roofing............. 26,464
Raintree Cleaners............... 105,265
Re/Max Fireside................. 31,119
Re/Max International, Inc....... 36,077
Red Bank Volvo, Inc............. 42,070
Red Bug Cleaners................ 58,238
Redwood Medical Offices......... 25,997
Reino Linen Service, Inc........ 759,040
Reino Linen Service, Inc........ 34,022
Reiter And Perkes, MD........... 282,435
Restaurant Management Nw Inc.... 373,379
RLL............................. 110,112
Rmc Environmental Service....... 27,592
Robert M. Jones................. 58,497
Roberts, J.N., MD............... 27,787
Rockwood Clinic, P.S............ 1,400,997
Roger Colby..................... 111,697
Rogers, Gene W., MD............. 25,821
Rose Casual Dining, Inc......... 135,403
S. Johnson And Sons, Inc........ 77,698
S.C.W. Corporation.............. 27,259
S.W. FL Regional Medical
Center........................ 206,102
Sage Enterprises, Inc........... 119,252
Salinas Construction............ 47,058
Salon 2000...................... 37,237
Sam Houston Memorial Hospital... 585,021
San Angelo Medical Practice..... 68,346
San Angelo Medical Practice..... 39,846
Sass, Friedman & Associates..... 39,205
Sass, Friedman & Associates..... 48,444
Sbs Commercial Leasing Inc...... 128,369
Schooley-Steen Medical.......... 46,065
Sharon--John Dry Cleaner........ 64,410
</TABLE>
B-68
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Shift & Goldman, Inc............ Somerset, NJ Computers Sep-93 $ 0 $ 26,738
Shin & Washinsky, MD's.......... Las Vegas, NV Medical Mar-92 0 32,602
Siebe North, Inc................ Rockford, IL Computers Jun-95 411,535 19,451
Sierra Nevada Memorial
Hospital...................... Grass Valley, CA Medical Mar-92 0 53,349
Sign America, Inc............... Richmond, OH Manufacturing & Production Feb-97 0 28,109
Sirius Solutions................ San Francisco, CA Computers May-96 0 26,193
Skal Beverages East, Inc........ Easton, MA Restaurant Feb-95 0 37,626
Skolniks Bagel Bakery........... Springfield, PA Restaurant Mar-92 0 68,997
Snaderson Group................. Escondido, CA Computers Aug-96 0 34,444
Solomon Page Group Ltd.......... New York, NY Furniture Sep-94 0 42,697
Solom-Page Group Ltd............ New York, NY Computers Feb-94 0 42,908
South Florida Family
Physician..................... Pembroke Pines, FL Medical Mar-92 0 68,320
Southhill Company............... Beverly Hills, CA Fixture Dec-91 0 25,308
Springfield Tool & Dye, Inc..... Springfield, NJ Printing May-92 0 26,256
St. Elizabeth Hospital, Inc..... Appleton, WI Medical Mar-92 0 90,033
St. Louis Leasing Corp.......... Ellisville, MO Manufacturing & Production Oct-92 0 780,181
Staples, Inc.................... Framingham, MA Retail Feb-94 25,041 5,124
Staples, Inc.................... Framingham, MA Retail Feb-94 23,547 4,657
Staples, Inc.................... Framingham, MA Retail Feb-94 27,258 5,577
Staples, Inc.................... Framingham, MA Retail Feb-94 22,895 4,248
Staples, Inc.................... Framingham, MA Retail Feb-94 25,493 4,730
Staples, Inc.................... Framingham, MA Retail Feb-94 25,493 4,730
Staples, Inc.................... Framingham, MA Retail Feb-94 21,250 3,789
Staples, Inc.................... Framingham, MA Retail Feb-94 21,250 3,789
Staples, Inc.................... Framingham, MA Retail Feb-94 23,546 4,652
Staples, Inc.................... Framingham, MA Retail Feb-94 22,895 4,248
Staples, Inc.................... Framingham, MA Retail Feb-94 23,612 4,262
Staples, Inc.................... Framingham, MA Retail Feb-94 22,075 4,517
Staples, Inc.................... Framingham, MA Retail Feb-94 23,329 4,609
Stater Brothers Markets......... Colton, CA Furniture Sep-91 0 551,203
Stater Brothers Markets......... Colton, CA Retail Sep-91 104,149 25,947
Stater Brothers Markets......... Colton, CA Sanitation Sep-91 56,680 17,839
Staubach, Co.................... Dallas, TX Telecommunications Jun-95 455,273 21,858
Stein-Sloan..................... Blue Bell, PA Medical Mar-92 0 28,366
Steven B. Zelicof, MD........... White Plains, NY Medical Feb-96 0 57,971
Steven Braff, MD................ Clifton Springs, NY Medical Dec-91 95,724 165,555
Subco East, Inc................. Wauwatosa, WI Restaurant Aug-96 0 60,031
Summit Cleaners................. Houston, TX Manufacturing & Production Mar-92 0 131,372
Summit Health Inc............... Fort Worth, TX Computers Sep-95 0 55,952
Sun Presentations, Inc.......... Palm Springs, CA Computers Jun-92 0 25,909
Sun Presentations, Inc.......... Palm Springs, CA Video Production Nov-92 0 68,903
Sunset Screening Room........... Los Angeles, CA Video Production Jun-95 0 31,136
Super Miami Ltd................. Concord, CA Fixture Jun-92 0 104,162
Svogun, John A., MD............. Norwalk, CT Medical Mar-92 0 31,203
Sweet Potato Pie, Inc........... Hawthorne, NJ Manufacturing & Production Oct-93 0 26,055
Synder Machine Co............... Somerville, NJ Manufacturing & Production Feb-97 0 34,385
System Fuels Inc................ New Orleans, LA Manufacturing & Production Dec-95 0 2,648,916
T & L Creative Salads, Inc...... Brooklyn, NY Computers Jan-95 0 27,307
T.B.G. of Little Neck, Inc...... Whitestone, NY Restaurant Oct-94 0 312,000
Tender Touch Dry Cleaners....... Winter Haven, FL Manufacturing & Production Mar-92 0 61,819
The Beach House................. Laguna Beach, CA Retail Feb-97 0 41,446
The Breakers Dba, Claddagh...... New Smyrna Bch., FL Retail Feb-97 0 27,933
The Coin Laundry................ Grayson, GA Manufacturing & Production Mar-92 0 99,672
The Foxboro Company............. Foxboro, MA Fixture Sep-95 117,682 12,711
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Shift & Goldman, Inc............ $ 26,738
Shin & Washinsky, MD's.......... 32,602
Siebe North, Inc................ 430,986
Sierra Nevada Memorial
Hospital...................... 53,349
Sign America, Inc............... 28,109
Sirius Solutions................ 26,193
Skal Beverages East, Inc........ 37,626
Skolniks Bagel Bakery........... 68,997
Snaderson Group................. 34,444
Solomon Page Group Ltd.......... 42,697
Solom-Page Group Ltd............ 42,908
South Florida Family
Physician..................... 68,320
Southhill Company............... 25,308
Springfield Tool & Dye, Inc..... 26,256
St. Elizabeth Hospital, Inc..... 90,033
St. Louis Leasing Corp.......... 780,181
Staples, Inc.................... 30,165
Staples, Inc.................... 28,204
Staples, Inc.................... 32,835
Staples, Inc.................... 27,142
Staples, Inc.................... 30,223
Staples, Inc.................... 30,223
Staples, Inc.................... 25,040
Staples, Inc.................... 25,040
Staples, Inc.................... 28,198
Staples, Inc.................... 27,142
Staples, Inc.................... 27,874
Staples, Inc.................... 26,591
Staples, Inc.................... 27,938
Stater Brothers Markets......... 551,203
Stater Brothers Markets......... 130,096
Stater Brothers Markets......... 74,519
Staubach, Co.................... 477,131
Stein-Sloan..................... 28,366
Steven B. Zelicof, MD........... 57,971
Steven Braff, MD................ 261,280
Subco East, Inc................. 60,031
Summit Cleaners................. 131,372
Summit Health Inc............... 55,952
Sun Presentations, Inc.......... 25,909
Sun Presentations, Inc.......... 68,903
Sunset Screening Room........... 31,136
Super Miami Ltd................. 104,162
Svogun, John A., MD............. 31,203
Sweet Potato Pie, Inc........... 26,055
Synder Machine Co............... 34,385
System Fuels Inc................ 2,648,916
T & L Creative Salads, Inc...... 27,307
T.B.G. of Little Neck, Inc...... 312,000
Tender Touch Dry Cleaners....... 61,819
The Beach House................. 41,446
The Breakers Dba, Claddagh...... 27,933
The Coin Laundry................ 99,672
The Foxboro Company............. 130,393
</TABLE>
B-69
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
The Foxboro Company............. Foxboro, MA Computers Sep-95 $ 814,341 $ 87,452
The Foxboro Company............. Foxboro, MA Manufacturing & Production Sep-95 944,934 84,060
The Foxboro Company............. Foxboro, MA Furniture Jan-96 26,942 2,480
The Foxboro Company............. Foxboro, MA Fixture Jan-96 286,844 27,311
The Foxboro Company............. Foxboro, MA Manufacturing & Production Jan-96 1,018,693 86,626
The Foxboro Company............. Foxboro, MA Computers Jan-96 1,388,929 133,331
The Gar Wood Restaurant......... Carnelian Bay, CA Retail Feb-97 0 53,928
The Imaging Bureau Ltd, Inc..... Arlington, TX Printing Mar-97 0 50,151
The Mountain Corp............... Marlborough, NH Computers Nov-95 0 26,299
The Printing Post............... Orange, CA Printing Sep-96 0 34,787
Thompson Medical Specialists.... Lenoir, NC Medical Mar-92 0 37,859
Triangle Eye Institute.......... Bakersfield, CA Computers Jul-95 0 25,280
TSC Funding, Inc................ S.Burlington, VT Computers Feb-97 0 44,158
Tuckers Square Laundry.......... Atlanta, GA Manufacturing & Production Mar-92 0 84,476
Tuttle Bowling
Enterprises Inc............... Scotia, NY Restaurant Equipment Mar-96 0 40,560
Twin Cities Hospital............ Niceville, FL Medical Dec-91 0 154,751
Ultimate Cleaners............... Tempe, AZ Manufacturing & Production Mar-92 0 48,143
United Communications Center.... Los Alamitos, CA Medical Mar-92 0 35,534
United Consumers Club........... Tacoma, WA Telecommunications Feb-97 0 53,548
Us Airways, Inc................. Arlington, VA Aircraft 35582 3,200,000 3,619,250
Usindo Corporation.............. Pasadena, CA Computers Feb-97 0 29,365
USX Corp........................ Pittsburgh, PA Mining Dec-91 5,952,703 1,205,308
Ventura Toyota.................. Ventura, CA Computers Sep-92 30,105 2,958
Victoria Cleaners............... Ocala, FL Manufacturing & Production Mar-92 0 47,599
Video Eye....................... Houston, TX Video Production Sep-96 0 49,335
Video Tape Magazines, Inc....... Sun Valley, CA Telecommunications Oct-93 0 27,247
Vihlene & Associates............ Laguna Hills, CA Computers Jun-96 0 56,746
Visiting Nurse Association...... Carmichael, CA Telecommunications Mar-92 0 143,943
Watkins-Johnson Company......... Palo Alto, CA Telecommunications Mar-92 0 373,874
Watkins-Johnson Company......... Palo Alto, CA Telecommunications Mar-92 0 26,650
Wayfield Foods, Inc............. Atlanta, GA Retail Sep-92 70,367 9,359
Wayfield Foods, Inc............. Atlanta, GA Retail Sep-92 64,377 9,769
Weir Partners................... Rancho Santa, CA Restaurant Mar-94 0 365,000
Western Mailing Service......... Las Vegas, NV Printing Sep-92 37,970 4,552
Westgate Cleaners............... Spring City, PA Manufacturing & Production Mar-92 0 85,984
Westlight....................... Los Angeles, CA Computers Nov-91 0 27,771
Wheaton Body Shop, Inc.......... Wheaton, MD Automotive Sep-96 0 36,946
Wilkinson, Maurice G., MD....... Shiner, TX Medical Mar-92 0 30,692
Windy City Bagels, Inc.......... Clinton, NY Restaurant Jun-94 0 138,653
Windy City Bagels, Inc.......... Clinton, NY Restaurant Jun-94 0 160,277
Wright Way Sales................ Longwood, FL Telecommunications Jun-96 0 40,486
Young Dry Cleaner............... N. Dartmouth, MA Manufacturing & Production Mar-92 0 130,601
Young, Walter Russell, MD....... Waldron, AZ Medical Mar-92 0 60,625
Zan Productions, Inc............ New York, NY Manufacturing & Production Feb-97 0 33,899
Zisman, Frank & Katerina,
O.D........................... Hercules, CA Medical Mar-92 0 40,182
Total Equipment transactions less than $25,000................. 2,738,306 3,036,059
----------- -----------
$55,577,669 $81,733,088
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
The Foxboro Company............. $ 901,793
The Foxboro Company............. 1,028,995
The Foxboro Company............. 29,421
The Foxboro Company............. 314,154
The Foxboro Company............. 1,105,319
The Foxboro Company............. 1,522,260
The Gar Wood Restaurant......... 53,928
The Imaging Bureau Ltd, Inc..... 50,151
The Mountain Corp............... 26,299
The Printing Post............... 34,787
Thompson Medical Specialists.... 37,859
Triangle Eye Institute.......... 25,280
TSC Funding, Inc................ 44,158
Tuckers Square Laundry.......... 84,476
Tuttle Bowling
Enterprises Inc............... 40,560
Twin Cities Hospital............ 154,751
Ultimate Cleaners............... 48,143
United Communications Center.... 35,534
United Consumers Club........... 53,548
Us Airways, Inc................. 6,819,250
Usindo Corporation.............. 29,365
USX Corp........................ 7,158,011
Ventura Toyota.................. 33,064
Victoria Cleaners............... 47,599
Video Eye....................... 49,335
Video Tape Magazines, Inc....... 27,247
Vihlene & Associates............ 56,746
Visiting Nurse Association...... 143,943
Watkins-Johnson Company......... 373,874
Watkins-Johnson Company......... 26,650
Wayfield Foods, Inc............. 79,726
Wayfield Foods, Inc............. 74,146
Weir Partners................... 365,000
Western Mailing Service......... 42,522
Westgate Cleaners............... 85,984
Westlight....................... 27,771
Wheaton Body Shop, Inc.......... 36,946
Wilkinson, Maurice G., MD....... 30,692
Windy City Bagels, Inc.......... 138,653
Windy City Bagels, Inc.......... 160,277
Wright Way Sales................ 40,486
Young Dry Cleaner............... 130,601
Young, Walter Russell, MD....... 60,625
Zan Productions, Inc............ 33,899
Zisman, Frank & Katerina,
O.D........................... 40,182
5,774,365
------------
$137,310,757
============
</TABLE>
------------------------------
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at December 31, 1999
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
B-70
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--RECENT PUBLIC PROGRAMS
(UNAUDITED)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently
under management for ICON Cash Flow Partners, L.P., Series D at December 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............................. $ 4,968,582 $ 145,144 $ 5,113,726
Aircraft............................................... 7,205,631 983,333 8,188,964
Computer Systems....................................... 3,102,797 186,666 3,289,663
Restaurant Equipment................................... 960,503 348,847 1,309,350
Office Furniture & Fixtures............................ 539,834 -- 539,834
Telecommunications..................................... 9,915 49,800 59,715
Medical................................................ 92,904 33,986 126,890
Printing............................................... 0 87,342 87,342
Automotive............................................. 0 -- --
Video Production....................................... 8,667 50,521 59,188
Retail Systems......................................... 27,933 11,661 39,594
Miscellaneous.......................................... 99,884 18,399 118,283
----------- ---------- -----------
17,016,650 1,915,899 18,932,549
</TABLE>
B-71
<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
December 31, 1999:
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
19 March Street, Inc........... Stamford, CT Furniture Mar-93 $ 0 $ 47,942
21-42 Meat Food Corp Dba
Super........................ Whitestone, NY Retail Feb-98 0 42,927
2Xtreme Performance
International, Llc........... Addison, TX Telecommunications Sep-97 0 53,170
301 BP Service Station......... Fayetteville, NC Automotive Nov-92 0 30,129
4 Star Laundry &
Supply, Inc.................. Plattsmouth, NE Manufacturing & Production Nov-92 0 31,043
4-Guys Supermarket............. Paterson, NJ Fixtures Sep-96 0 29,433
8803 Castle Caterers, Inc...... Brooklyn, NY Retail Nov-96 0 30,364
A & E Clothing Contractor...... Brooklyn, NY Manufacturing & Production Nov-97 0 27,147
A & S Rental................... Tifton, GA Computers Nov-92 0 30,183
A & V Photo Lab Dba Mvm
Enterprises, Inc............. Fresno, CA Photography Sep-97 0 25,832
A. I. Leasing Inc.............. Herndon, VA Aircraft Aug-96 0 5,690,161
A.C. Financial................. Ames, IA Computers May-98 0 5,888,096
A.C. Financial................. Ames, IA Computers Sep-98 0 504,309
Aaa Ansafone Answering
Service...................... Santa Ana, CA Manufacturing & Production Aug-95 0 25,804
Aai / Terminal One,Inc......... Washington, DC Furniture Aug-98 0 280,626
AATW, Inc...................... Oakland, CA Material Handling Aug-93 0 31,375
Abco Oil Corp.................. Montgomery, PA Computers Dec-97 0 53,764
Abel Hosiery, Inc.............. Fort Payne, AL Manufacturing & Production Sep-97 0 38,316
Abington Obstetrical........... Windsor, CT Medical Mar-93 0 49,501
Able Pallet Mfg................ Hilliard, OH Manufacturing & Production Dec-92 23,518 2,217
Accent Improvement, Inc........ Fargo, ND Fixtures Dec-96 0 36,089
Access Medical
Imaging, Inc................. Beverly Hills, CA Medical Sep-97 0 77,601
Accutrac Recovery
Systems, Inc................. Memphis, TN Computers Feb-98 0 29,925
Ace Tree Movers, Inc........... Gaithersburg, MD Transportation Mar-93 0 29,412
Action Technologies, Inc....... Alameda, CA Computers Dec-92 0 66,976
Action Technologies, Inc....... Alameda, CA Computers Apr-93 0 71,102
Addison Tool Inc............... Oxford, MI Computers Aug-95 0 36,504
Adriano--T Co.................. Los Angeles, CA Manufacturing & Production Dec-97 0 55,252
Advance Presort Service Inc.... Chicago, IL Office Equipment May-93 0 235,358
Advance Presort Service Inc.... Chicago, IL Retail May-93 0 101,761
Advanced Precision............. Newbury, MA Manufacturing & Production Mar-93 0 38,297
Advanced Research
Concepts, Inc................ Simi Valley, CA Sanitation Nov-92 0 33,493
Advantage Kbs Inc.............. Edison, NJ Computers Aug-95 0 27,195
Adventure Sportswear, Inc...... Doraville, GA Manufacturing & Production Nov-92 0 30,174
Advertising Specialty Co....... Reno, NV Printing Sep-96 0 52,559
Advo System, Inc............... Windsor, CT Telecommunications May-93 0 77,530
Advo System, Inc............... Hartford, CT Telecommunications May-93 0 68,167
Advo System, Inc............... Windsor, CT Telecommunications Jan-95 0 43,466
A-Grocery Warehouse............ Los Angeles, CA Fixtures Aug-96 0 46,867
Air Show, Inc.................. Springfield, VA Computers Jan-97 0 44,420
Alaska Airlines, Inc........... Seattle, WA Transportation Oct-94 16,808,912 4,778,717
Albert & Dolores Gaynor........ Menlo Park, CA Computers Feb-96 0 40,739
Albert Kemperle Inc............ Valley Stream, NY Manufacturing & Production Aug-95 0 29,726
Alfa Color, Inc................ Gardena, CA Computers Oct-97 0 33,293
Alfa Color, Inc................ Gardena, CA Computers Nov-97 0 48,516
All New Remodeling Inc......... Yonkers, NY Computers Feb-98 0 35,157
Allentuck Printing &
Graphics..................... Gaithersburg, MD Printing Jan-98 0 76,451
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
19 March Street, Inc........... $ 47,942
21-42 Meat Food Corp Dba
Super........................ 42,927
2Xtreme Performance
International, Llc........... 53,170
301 BP Service Station......... 30,129
4 Star Laundry &
Supply, Inc.................. 31,043
4-Guys Supermarket............. 29,433
8803 Castle Caterers, Inc...... 30,364
A & E Clothing Contractor...... 27,147
A & S Rental................... 30,183
A & V Photo Lab Dba Mvm
Enterprises, Inc............. 25,832
A. I. Leasing Inc.............. 5,690,161
A.C. Financial................. 5,888,096
A.C. Financial................. 504,309
Aaa Ansafone Answering
Service...................... 25,804
Aai / Terminal One,Inc......... 280,626
AATW, Inc...................... 31,375
Abco Oil Corp.................. 53,764
Abel Hosiery, Inc.............. 38,316
Abington Obstetrical........... 49,501
Able Pallet Mfg................ 25,735
Accent Improvement, Inc........ 36,089
Access Medical
Imaging, Inc................. 77,601
Accutrac Recovery
Systems, Inc................. 29,925
Ace Tree Movers, Inc........... 29,412
Action Technologies, Inc....... 66,976
Action Technologies, Inc....... 71,102
Addison Tool Inc............... 36,504
Adriano--T Co.................. 55,252
Advance Presort Service Inc.... 235,358
Advance Presort Service Inc.... 101,761
Advanced Precision............. 38,297
Advanced Research
Concepts, Inc................ 33,493
Advantage Kbs Inc.............. 27,195
Adventure Sportswear, Inc...... 30,174
Advertising Specialty Co....... 52,559
Advo System, Inc............... 77,530
Advo System, Inc............... 68,167
Advo System, Inc............... 43,466
A-Grocery Warehouse............ 46,867
Air Show, Inc.................. 44,420
Alaska Airlines, Inc........... 21,587,628
Albert & Dolores Gaynor........ 40,739
Albert Kemperle Inc............ 29,726
Alfa Color, Inc................ 33,293
Alfa Color, Inc................ 48,516
All New Remodeling Inc......... 35,157
Allentuck Printing &
Graphics..................... 76,451
</TABLE>
B-72
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Alliance Business Center....... New York, NY Office Equipment Mar-97 $ 0 $ 44,000
Allied Sporting Goods, Inc..... Louisville, KY Fixtures Sep-97 0 25,670
Alpha Music Productions........ Lenexa, KS Computers Nov-92 0 27,166
Alpine Pictures, Inc........... Van Nuys, CA Printing Sep-96 0 55,473
Alternate Curcuit Technology... Ward Hill, MA Manufacturing & Production Aug-93 0 529,545
Alves Precision Engineered..... Watertown, CT Manufacturing & Production Mar-93 0 41,366
AMCA International............. Newington, CT Telecommunications May-93 0 31,308
American Bingo Dba
American Inc................. Sumter, SC Fixtures Oct-97 0 47,077
American Deburring Dba Afab.... Irvine, CA Manufacturing & Production May-95 0 29,755
American Energy
Services, Inc................ Houston, TX Telecommunications Nov-92 0 30,824
American Red Cross Hartford.... Farmington, CT Telecommunications Mar-93 0 25,138
American Rest Group............ Newport Beach, CA Restaurant Mar-94 0 652,404
American Rest Group............ Newport Beach, CA Restaurant Mar-94 0 526,016
American Rest Group............ Newport Beach, CA Retail Mar-94 0 31,606
American T-Shirts.............. Mesquite, TX Computers Nov-92 0 30,502
AMI Resort Telecommunications.. San Clemente, CA Fixtures Nov-92 0 31,847
Amodeo Petti & Flatiron........ New York, NY Computers Aug-95 0 39,169
Anderson Film Industries....... Universal City, CA Video Production Jul-96 0 31,600
Anderson Glass Co. Inc......... Columbus, OH Manufacturing & Production Aug-95 0 26,645
Anthony V. Cillis, Dvm......... Yorktown Heights, NY Medical Aug-96 0 35,816
Anthony Vasselli Md PC......... Princeton, NJ Medical Aug-95 0 26,143
Anthony's Auto Body, Inc....... Bridgeport, CT Telecommunications Mar-93 0 26,661
Anton's Airfood Of
Bakersfield.................. Bakersfield, CA Restaurant Nov-92 0 26,994
Ap Parts Manufacturing......... Goldsboro, NC Furniture Aug-96 0 101,538
Apec Display Inc............... Clifton, NJ Manufacturing & Production Aug-95 0 35,567
Applause Management, Inc....... Little Falls, NJ Computers Nov-92 0 25,588
Appleray, Inc.................. Longwood, FL Restaurant Oct-97 0 74,429
Apt Advertising,Inc............ Farmingdale, NY Fixtures Dec-97 0 48,230
Aqualon Incorporated........... Louisiana, MO Environmental Feb-93 0 25,243
Arby's......................... Gainesville, FL Fixtures Nov-92 0 28,892
Arden Nursing Home Inc......... Hamden, CT Telecommunications May-93 0 29,232
ARG Enterprises................ Newport Beach, CA Restaurant Jul-94 0 436,451
Arianne Productions Corp....... Clearwater, FL Audio Equipment Jan-96 0 48,014
Arnold Foradory Landscaping.... Austin, TX Material Handling Sep-97 0 31,164
Ars Enterprises, Inc........... Alsip, IL Audio Equipment Nov-96 0 27,966
Art Leather Manufacturing
Co........................... Elmhurst, NY Manufacturing & Production Nov-97 0 51,031
Artistry Presentations......... Mattapoisett, MA Computers Oct-96 0 27,630
A's Match Dye Co., Inc......... Compton, CA Manufacturing & Production Oct-97 0 45,601
Asbestos Transportation........ Moncks Corner, SC Transportation Mar-93 0 27,697
Ashland Machine Company........ Ashland, VA Manufacturing & Production Jan-98 0 79,287
Associated Detailers........... Brandon, MS Computers Aug-96 0 50,126
Atex Knitting Mills Inc........ Ridgewood, NY Manufacturing & Production Aug-95 0 31,120
Athena Healthcare
Assoc. Inc................... Southington, CT Computers Feb-98 0 38,219
Athens Obstetrics.............. Windsor, CT Medical Mar-93 0 48,302
Atlantic Baking
Company, Inc................. Los Angeles, CA Restaurant Dec-97 0 37,669
Atlantic Coast
Fulfillment, Inc............. North Haven, CT Fixtures Nov-97 0 45,173
Atlantic Development........... Arnold, MO Printing Jun-96 0 30,867
Atlantic Paste & Glue
Co., Inc..................... Brooklyn, NY Manufacturing & Production Nov-92 0 26,664
AU Technologies................ Providence, RI Manufacturing & Production Nov-92 0 27,685
Audioforce..................... New York, NY Telecommunications Aug-95 0 33,295
Auto Lube Express.............. Siloam Spring, S AR Automotive Oct-97 0 37,658
Automated Building
Systems, Inc................. Johnson City, TN Computers Mar-93 0 35,807
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Alliance Business Center....... $ 44,000
Allied Sporting Goods, Inc..... 25,670
Alpha Music Productions........ 27,166
Alpine Pictures, Inc........... 55,473
Alternate Curcuit Technology... 529,545
Alves Precision Engineered..... 41,366
AMCA International............. 31,308
American Bingo Dba
American Inc................. 47,077
American Deburring Dba Afab.... 29,755
American Energy
Services, Inc................ 30,824
American Red Cross Hartford.... 25,138
American Rest Group............ 652,404
American Rest Group............ 526,016
American Rest Group............ 31,606
American T-Shirts.............. 30,502
AMI Resort Telecommunications.. 31,847
Amodeo Petti & Flatiron........ 39,169
Anderson Film Industries....... 31,600
Anderson Glass Co. Inc......... 26,645
Anthony V. Cillis, Dvm......... 35,816
Anthony Vasselli Md PC......... 26,143
Anthony's Auto Body, Inc....... 26,661
Anton's Airfood Of
Bakersfield.................. 26,994
Ap Parts Manufacturing......... 101,538
Apec Display Inc............... 35,567
Applause Management, Inc....... 25,588
Appleray, Inc.................. 74,429
Apt Advertising,Inc............ 48,230
Aqualon Incorporated........... 25,243
Arby's......................... 28,892
Arden Nursing Home Inc......... 29,232
ARG Enterprises................ 436,451
Arianne Productions Corp....... 48,014
Arnold Foradory Landscaping.... 31,164
Ars Enterprises, Inc........... 27,966
Art Leather Manufacturing
Co........................... 51,031
Artistry Presentations......... 27,630
A's Match Dye Co., Inc......... 45,601
Asbestos Transportation........ 27,697
Ashland Machine Company........ 79,287
Associated Detailers........... 50,126
Atex Knitting Mills Inc........ 31,120
Athena Healthcare
Assoc. Inc................... 38,219
Athens Obstetrics.............. 48,302
Atlantic Baking
Company, Inc................. 37,669
Atlantic Coast
Fulfillment, Inc............. 45,173
Atlantic Development........... 30,867
Atlantic Paste & Glue
Co., Inc..................... 26,664
AU Technologies................ 27,685
Audioforce..................... 33,295
Auto Lube Express.............. 37,658
Automated Building
Systems, Inc................. 35,807
</TABLE>
B-73
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Automated Component............ Hudson, MA Manufacturing & Production Mar-94 $ 0 $ 102,089
Automated Transaction Svcs..... W. Los Angele, S CA Furniture Nov-97 0 59,492
Automation, Inc................ Canton, MA Telecommunications Mar-93 0 25,240
Aziz Edib...................... Poughkeepsie, NY Fixtures Dec-95 0 74,135
B & B Coffee Service, Inc...... Fairfield, CT Restaurant Mar-93 0 31,923
B.M.F. Fitness Of
Irving, Inc.................. Irving, TX Medical Nov-92 0 30,268
Baer Aggregates Inc............ Phillipsburg, NJ Manufacturing & Production Aug-95 0 30,695
Bagel Boss America Corp........ Hicksville, NY Restaurant Nov-96 0 52,228
Bagel Boy, Llc................. So. Whitehall, PA Restaurant Dec-97 0 30,228
Bagel Chalet Inc............... Commack, NY Restaurant Jan-96 0 39,003
Bagels & A Hole Lots More...... Bohemia, NY Restaurant Nov-97 0 57,700
Bankers Direct Mortgage
Corp......................... W. Palm Beach, FL Computers Jan-98 0 39,045
Bank-Up Dba, J.D.B. &
Associates, Inc.............. San Ramon, CA Computers Oct-97 0 180,712
Baron Consulting Co............ Milford, CT Medical Aug-95 0 26,444
Barton & Cooney Inc............ Trenton, NJ Manufacturing & Production Aug-95 0 27,637
Base & Base
Enterprises, Inc............. Woodinville, WA Computers Dec-96 0 56,380
Baskin Robbins................. Houston, TX Restaurant Nov-92 0 30,824
Bassetts of Ft. Lauderdale..... Ft Lauderdale, FL Restaurant Nov-92 0 31,822
Bauer Sign Dba,
Baseline, Inc................ Muskego, WI Material Handling Dec-97 0 28,410
Bay City Associates, Llc....... Manning, SC Fixtures Sep-97 0 47,674
Bay Foods, Inc................. Providence, RI Restaurant Mar-93 0 28,766
Beirut Times................... Los Angeles, CA Computers Oct-97 0 32,985
Bella Roma, Inc................ Taunton, MA Restaurant Mar-93 0 29,291
Berol Corp..................... Brentwood, TN Telecommunications May-93 0 25,651
Besser Company................. Alpena, MI Computers Aug-94 0 47,498
Besser Company................. Alpena, MI Computers Feb-94 506,779 48,903
Best Approach Publications..... Chandler, AZ Printing Oct-97 0 54,998
Best Brew, Inc................. Elk Grove Villa, IL Restaurant Mar-93 0 41,386
Best Brew, Inc................. Elk Grove Villa, IL Restaurant Mar-93 0 40,221
Bethlehem Baptist Church....... Fairfax, VA Retail Mar-93 0 32,348
Beverly Hills Studio, Inc...... Santa Monica, CA Video Production Jan-97 0 44,233
Big "O" Tires.................. Valencia, CA Computers Sep-97 0 51,947
Big Star of Many, Inc.......... Many, LA Retail Feb-93 0 70,442
Biocontrol Technology, Inc..... Pittsburgh, PA Computers Jan-98 0 48,895
Black Canyon
Surveying, Inc............... Phoenix, AZ Manufacturing & Production Dec-97 0 51,828
Bless Your Hearts Dba,
Hopeth....................... Midland, TX Restaurant Dec-97 0 19,351
Blimpie of Cornwell............ Cromwell, CT Restaurant Nov-92 0 30,093
Blue Cross & Blue Shield Of
CT........................... North Haven, CT Computers May-93 0 25,020
Blue Cross & Blue Shield Of
CT........................... North Haven, CT Telecommunications May-93 0 93,286
Blue Cross & Blue Shield Of
CT........................... North Haven, CT Telecommunications May-93 0 362,317
Blue Cross & Blue Shield Of
CT........................... North Haven, CT Telecommunications May-93 0 92,259
Blue Cross & Blue Shield Of
CT........................... North Haven, CT Telecommunications May-93 0 242,250
Blue Cross & Blue Shield Of
CT........................... North Haven, CT Telecommunications May-93 0 38,924
Blue Grass Business Service.... Lexington, KY Office Equipment May-93 0 263,303
Blume USA Auto Sales, Inc...... Pearland, TX Manufacturing & Production Nov-92 0 25,908
Bml Productions Inc............ Raritan, NJ Retail Oct-95 0 37,173
Bob's Cleaner.................. Santa Ana, CA Manufacturing & Production Nov-92 0 30,824
Bodine Corp.................... Bridgeport, CT Telecommunications May-93 0 60,751
Bolkema Fuel Company Inc....... Wyckoff, NJ Computers Sep-97 0 54,797
Boozer Lumber Co., Inc......... Columbia, SC Computers Mar-93 0 27,382
Borealis Corp.................. Carson City, NV Computers Jun-96 0 52,031
Borealis Incorporated.......... Ottertail, MN Manufacturing & Production Dec-97 0 37,017
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Automated Component............ $ 102,089
Automated Transaction Svcs..... 59,492
Automation, Inc................ 25,240
Aziz Edib...................... 74,135
B & B Coffee Service, Inc...... 31,923
B.M.F. Fitness Of
Irving, Inc.................. 30,268
Baer Aggregates Inc............ 30,695
Bagel Boss America Corp........ 52,228
Bagel Boy, Llc................. 30,228
Bagel Chalet Inc............... 39,003
Bagels & A Hole Lots More...... 57,700
Bankers Direct Mortgage
Corp......................... 39,045
Bank-Up Dba, J.D.B. &
Associates, Inc.............. 180,712
Baron Consulting Co............ 26,444
Barton & Cooney Inc............ 27,637
Base & Base
Enterprises, Inc............. 56,380
Baskin Robbins................. 30,824
Bassetts of Ft. Lauderdale..... 31,822
Bauer Sign Dba,
Baseline, Inc................ 28,410
Bay City Associates, Llc....... 47,674
Bay Foods, Inc................. 28,766
Beirut Times................... 32,985
Bella Roma, Inc................ 29,291
Berol Corp..................... 25,651
Besser Company................. 47,498
Besser Company................. 555,682
Best Approach Publications..... 54,998
Best Brew, Inc................. 41,386
Best Brew, Inc................. 40,221
Bethlehem Baptist Church....... 32,348
Beverly Hills Studio, Inc...... 44,233
Big "O" Tires.................. 51,947
Big Star of Many, Inc.......... 70,442
Biocontrol Technology, Inc..... 48,895
Black Canyon
Surveying, Inc............... 51,828
Bless Your Hearts Dba,
Hopeth....................... 19,351
Blimpie of Cornwell............ 30,093
Blue Cross & Blue Shield Of
CT........................... 25,020
Blue Cross & Blue Shield Of
CT........................... 93,286
Blue Cross & Blue Shield Of
CT........................... 362,317
Blue Cross & Blue Shield Of
CT........................... 92,259
Blue Cross & Blue Shield Of
CT........................... 242,250
Blue Cross & Blue Shield Of
CT........................... 38,924
Blue Grass Business Service.... 263,303
Blume USA Auto Sales, Inc...... 25,908
Bml Productions Inc............ 37,173
Bob's Cleaner.................. 30,824
Bodine Corp.................... 60,751
Bolkema Fuel Company Inc....... 54,797
Boozer Lumber Co., Inc......... 27,382
Borealis Corp.................. 52,031
Borealis Incorporated.......... 37,017
</TABLE>
B-74
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Boston Pie, Inc................ Melrose, MA Restaurant Apr-93 $ 0 $ 26,916
Bowling, Inc................... Jackson, MS Fixtures Mar-93 0 45,109
Boxley Enterprises, Inc........ Oviedo, FL Restaurant Aug-94 0 27,415
Bradley Memorial............... Southington, CT Telecommunications May-93 0 69,398
Brainard Pig, Inc.............. Fremont, NE Fixtures Feb-98 0 54,296
Brandt Farms................... Versailles, OH Fixtures Oct-96 0 56,207
Branford Hall Career
Institute.................... Branford, CT Furniture Dec-97 0 36,416
Brazos Valley Sand &
Gravel, Inc.................. Cameron, TX Construction Oct-97 0 32,171
Breaktime Refreshments, Ltd.... West Babylon, NY Fixtures Feb-98 0 47,758
Breckenridge Food
Systems Inc.................. Rancho Santa Maria, CA Restaurant Sep-95 0 241,206
Brenlar Investments, Inc....... Novato, CA Furniture Oct-94 0 840,320
Brewskis Gaslamp Pub, Inc...... San Diego, CA Furniture Nov-92 0 30,359
Bridgeport Machines............ Bridgeport, CT Telecommunications May-93 0 32,411
Bridgeport Metal Goods......... Bridgeport, CT Fixtures Mar-93 0 52,425
Bristol Babcock Inc............ Watertown, CT Telecommunications May-93 0 82,427
Bristol Babcock Inc............ Watertown, CT Telecommunications Dec-95 0 42,646
Bronx Harbor Healthcare........ Bronx, NY Computers Sep-96 0 46,775
Buckeye Pressure Washes........ Cambridge, OH Manufacturing & Production Nov-92 0 30,538
Burch Trash Service, Inc....... Capital Heights, MD Transportation Mar-93 0 41,489
Burger King.................... Naples, FL Fixtures Nov-92 0 31,751
Burgess Marketing, Inc......... Waco, TX Manufacturing & Production Oct-97 0 28,195
Business Office Systems &
Service...................... Peterborough, NH Furniture Nov-92 0 29,913
Business Television............ Washington, DC Video Production Apr-93 0 28,754
C & B Cleaning................. Fairfax, VA Sanitation Nov-92 0 30,824
C & C Duplicators Inc.......... Bohemia, NY Manufacturing & Production Jan-96 0 37,799
C & C Skate, Inc............... Kissimee, FL Restaurant Jul-96 0 27,316
C & J Contracting, Inc......... Campbell, CA Manufacturing & Production Jun-94 30,444 3,105
C H Dexter..................... Windsor Locks, CT Computers May-93 0 68,086
Caa Marketing Inc.............. Westmont, IL Manufacturing & Production Aug-95 0 31,397
Cable Usa, Inc................. Scottbluff, NE Telecommunications Nov-97 0 48,749
Cad Scan Reprographic.......... Vacaville, CA Computers Dec-96 0 29,584
Cafe Chardonnay, Inc........... Palm Beach Garden, FL Restaurant Dec-92 0 150,231
Cain's Drain & Plumbing
Co., Inc..................... Newport News, VA Fixtures Dec-93 0 25,948
Calico Welding Supply Co....... Texas City, TX Manufacturing & Production Feb-98 0 34,508
California School
Furnishings.................. Fresno, CA Telecommunications Feb-96 0 51,659
Callen Photo Mount Corp........ Jersey City, NJ Manufacturing & Production Oct-97 0 81,854
Camellia Color Corp............ Sacramento, CA Computers May-96 0 40,576
Cape Fear Supply Co., Inc...... Fayetteville, NC Computers Mar-93 0 50,808
Capital Home Mortgage.......... Miami, FL Computers Aug-96 0 28,253
Career & Eductn Consult........ New York, NY Computers Jul-96 0 51,027
Caregivers Home Health......... Montgomery, AL Computers May-93 0 29,142
Cargill Investor
Services, Inc................ Chicago, IL Computers Mar-93 0 56,109
Carolina Amusement............. Columbia, SC Fixtures Dec-97 0 48,889
Carolina Mold Works, Llc....... Fletcher, NC Manufacturing & Production Dec-96 0 54,484
Carolina Truss &
Manufacturing................ Monroe, NC Computers Mar-93 0 32,415
Carolina Volkswagen............ Charlotte, NC Automotive Dec-97 0 31,878
Casa Ole Dba, Subway & Cay
Chris........................ Wichita Falls, TX Restaurant Nov-97 0 55,167
Catalog Media Corp............. Memphis, TN Computers Nov-92 0 30,705
Cavalleria Rusticana, Inc...... Miami, FL Restaurant Nov-92 0 30,180
CDI Medical Services Inc....... Bloomfield, CT Computers May-93 0 30,494
Cellular Systems,Llc........... Carlsbad, CA Computers Sep-98 0 193,040
Centennial Printing............ King Of Prussia, PA Computers Mar-93 0 44,207
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Boston Pie, Inc................ $ 26,916
Bowling, Inc................... 45,109
Boxley Enterprises, Inc........ 27,415
Bradley Memorial............... 69,398
Brainard Pig, Inc.............. 54,296
Brandt Farms................... 56,207
Branford Hall Career
Institute.................... 36,416
Brazos Valley Sand &
Gravel, Inc.................. 32,171
Breaktime Refreshments, Ltd.... 47,758
Breckenridge Food
Systems Inc.................. 241,206
Brenlar Investments, Inc....... 840,320
Brewskis Gaslamp Pub, Inc...... 30,359
Bridgeport Machines............ 32,411
Bridgeport Metal Goods......... 52,425
Bristol Babcock Inc............ 82,427
Bristol Babcock Inc............ 42,646
Bronx Harbor Healthcare........ 46,775
Buckeye Pressure Washes........ 30,538
Burch Trash Service, Inc....... 41,489
Burger King.................... 31,751
Burgess Marketing, Inc......... 28,195
Business Office Systems &
Service...................... 29,913
Business Television............ 28,754
C & B Cleaning................. 30,824
C & C Duplicators Inc.......... 37,799
C & C Skate, Inc............... 27,316
C & J Contracting, Inc......... 33,549
C H Dexter..................... 68,086
Caa Marketing Inc.............. 31,397
Cable Usa, Inc................. 48,749
Cad Scan Reprographic.......... 29,584
Cafe Chardonnay, Inc........... 150,231
Cain's Drain & Plumbing
Co., Inc..................... 25,948
Calico Welding Supply Co....... 34,508
California School
Furnishings.................. 51,659
Callen Photo Mount Corp........ 81,854
Camellia Color Corp............ 40,576
Cape Fear Supply Co., Inc...... 50,808
Capital Home Mortgage.......... 28,253
Career & Eductn Consult........ 51,027
Caregivers Home Health......... 29,142
Cargill Investor
Services, Inc................ 56,109
Carolina Amusement............. 48,889
Carolina Mold Works, Llc....... 54,484
Carolina Truss &
Manufacturing................ 32,415
Carolina Volkswagen............ 31,878
Casa Ole Dba, Subway & Cay
Chris........................ 55,167
Catalog Media Corp............. 30,705
Cavalleria Rusticana, Inc...... 30,180
CDI Medical Services Inc....... 30,494
Cellular Systems,Llc........... 193,040
Centennial Printing............ 44,207
</TABLE>
B-75
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Center For Continuing Care..... Stamford, CT Telecommunications Mar-93 $ 0 $ 27,468
Center Of Christian
Fellowship................... Phoenix, AZ Audio Equipment Oct-98 0 26,596
Centocor....................... Malvern, PA Computers May-96 0 361,672
Centocor, Inc.................. Melvern, PA Medical Mar-94 0 557,191
Centra Collison, Inc........... Long Island City, NY Automotive Mar-93 0 29,122
Century Consulting
Group, Inc................... Kennesaw, GA Computers Nov-97 0 47,697
Cercom, Inc.................... Vista, CA Manufacturing & Production Sep-97 0 49,492
Champions Pure
Fitness, Inc................. Fayetteville, NY Medical Nov-92 0 29,217
Charten, Inc................... Southbury, CT Restaurant Mar-93 0 36,934
Chase Collections Ltd.......... Fall River, MA Manufacturing & Production Mar-93 0 25,128
Chattanooga Men'S Medical...... Roswell, GA Medical Sep-96 0 54,751
Chef's Requested
Foods, Inc................... Oklahoma City, OK Restaurant Mar-93 0 35,449
Chestnut Mart Of Bloomingburg.. Bloomingburg, NY Fixtures Jan-97 0 132,301
Chestnut Mart Of Bloomingburg.. Bloomingburg, NY Fixtures Feb-97 0 63,900
Chicago Food Corp.............. Chicago, IL Manufacturing & Production Nov-92 0 25,728
Chinnici & Associates.......... New York, NY Computers Apr-96 0 39,515
Choice-Professional
Overnight.................... New Orleans, LA Copiers Jan-98 0 41,360
Christopher Productions &
Entertainment................ Los Angeles, CA Video Production Sep-97 0 33,006
Cicer-Ranzenbach............... Hamlin, NY Construction Oct-98 0 44,690
Circuitboard Fabrications
Co........................... Waltham, MA Manufacturing & Production Jan-97 0 51,561
CIS Corporation................ Washington, DC Telecommunications Nov-96 0 1,142,103
City of West Haven............. West Haven, CT Telecommunications Mar-93 0 37,611
City of West Haven............. West Haven, CT Telecommunications Mar-93 0 26,365
Clarklift Of Orlando, Inc...... Orlando, FL Computers Jan-97 0 28,326
Clarklift Of Orlando, Inc...... Orlando, FL Office Equipmnt Feb-98 0 40,189
Clearwater Health Club......... Clearwater Beach, FL Medical Mar-93 0 42,058
Clearwater Health Club......... Clearwater Beach, FL Medical Mar-93 0 35,565
Clement's Supermarket, Inc..... Chauvin, LA Retail Mar-93 0 66,711
Cliquer'S Vernon Corp.......... Mt. Vernon, NY Telecommunications Nov-97 0 55,082
Clonetics Corporation.......... San Diego, CA Computers Apr-93 0 29,198
Club 2520...................... Tucson, AZ Video Production Nov-92 0 30,176
Cm Clark Enterprises, Inc...... Bernardsville, NJ Furniture Jun-95 0 27,551
Cnc Machining Service.......... Visalla, CA Manufacturing & Production Aug-96 0 40,159
Cnc Systems, Inc............... Kennebunk, ME Computers Mar-93 0 27,552
Coastal Carting, Ltd., Inc..... Hollywood, FL Fixtures Aug-97 0 25,291
Coastal Septic................. Sharpes, FL Transportation Mar-93 0 36,493
Coburn & Meredith Inc.......... Hartford, CT Telecommunications May-93 0 27,879
Coffee Time, Inc............... Anaheim, CA Restaurant Mar-93 0 49,936
Coffee Time, Inc............... Anaheim, CA Restaurant Mar-93 0 28,256
Coldwell Banker Apex
Realtors..................... Rowlett, TX Furniture Dec-97 0 42,955
Cole River Transportatiomn
Llc.......................... Winstead, CT Construction Feb-98 0 29,753
Color Masters Digital
Imaging...................... Little Rock, AK Manufacturing & Production Nov-97 0 45,076
Color Xl, Inc.................. Middleton, WI Printing Nov-97 0 53,929
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 42,117
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 43,872
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 43,932
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 38,225
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 45,436
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 41,342
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 57,433
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 42,117
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 60,818
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Center For Continuing Care..... $ 27,468
Center Of Christian
Fellowship................... 26,596
Centocor....................... 361,672
Centocor, Inc.................. 557,191
Centra Collison, Inc........... 29,122
Century Consulting
Group, Inc................... 47,697
Cercom, Inc.................... 49,492
Champions Pure
Fitness, Inc................. 29,217
Charten, Inc................... 36,934
Chase Collections Ltd.......... 25,128
Chattanooga Men'S Medical...... 54,751
Chef's Requested
Foods, Inc................... 35,449
Chestnut Mart Of Bloomingburg.. 132,301
Chestnut Mart Of Bloomingburg.. 63,900
Chicago Food Corp.............. 25,728
Chinnici & Associates.......... 39,515
Choice-Professional
Overnight.................... 41,360
Christopher Productions &
Entertainment................ 33,006
Cicer-Ranzenbach............... 44,690
Circuitboard Fabrications
Co........................... 51,561
CIS Corporation................ 1,142,103
City of West Haven............. 37,611
City of West Haven............. 26,365
Clarklift Of Orlando, Inc...... 28,326
Clarklift Of Orlando, Inc...... 40,189
Clearwater Health Club......... 42,058
Clearwater Health Club......... 35,565
Clement's Supermarket, Inc..... 66,711
Cliquer'S Vernon Corp.......... 55,082
Clonetics Corporation.......... 29,198
Club 2520...................... 30,176
Cm Clark Enterprises, Inc...... 27,551
Cnc Machining Service.......... 40,159
Cnc Systems, Inc............... 27,552
Coastal Carting, Ltd., Inc..... 25,291
Coastal Septic................. 36,493
Coburn & Meredith Inc.......... 27,879
Coffee Time, Inc............... 49,936
Coffee Time, Inc............... 28,256
Coldwell Banker Apex
Realtors..................... 42,955
Cole River Transportatiomn
Llc.......................... 29,753
Color Masters Digital
Imaging...................... 45,076
Color Xl, Inc.................. 53,929
Colorado Prime Corp............ 42,117
Colorado Prime Corp............ 43,872
Colorado Prime Corp............ 43,932
Colorado Prime Corp............ 38,225
Colorado Prime Corp............ 45,436
Colorado Prime Corp............ 41,342
Colorado Prime Corp............ 57,433
Colorado Prime Corp............ 42,117
Colorado Prime Corp............ 60,818
</TABLE>
B-76
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 $ 0 $ 43,266
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 75,268
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 39,471
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 87,592
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 42,117
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 41,562
Colorado Prime Corp............ Farmingdale, NY Telecommunications Nov-92 0 91,474
Colour Impressions............. Anaheim, CA Printing Dec-92 30,529 2,903
Columbia Services
Group, Inc................... Arlington, VA Fixtures Nov-92 0 32,543
Commercial Brick Corp.......... Maspeth, NY Construction Oct-97 0 76,340
Commonwealth Associates........ New York, NY Telecommunications Sep-97 0 105,616
Community Health Center Inc.... Middletown, CT Telecommunications May-93 0 32,205
Community Health
Service, Inc................. Hartford, CT Telecommunications Mar-93 0 29,344
Complete Tool &
Grinding Inc................. Minneapolis, MN Manufacturing & Production Feb-96 0 28,720
Comprehensive Id Products...... Burlington, MA Furniture Jun-96 0 51,484
Computer Science
Resources, Inc............... Williamsport, PA Telecommunications Sep-97 0 75,298
Comtec Computer
Services, Inc................ Houston, TX Computers Mar-93 0 27,306
Concord Teacakes
Excetra Inc.................. Concord, MA Fixtures Mar-96 0 55,768
Conn Medical Adjustment........ East Hartford, CT Telecommunications May-93 0 25,602
Connecticut College............ New London, CT Telecommunications May-93 0 2,211,435
Connecticut College............ New London, CT Telecommunications May-93 0 223,296
Connecticut College............ New London, CT Telecommunications May-93 0 81,898
Connecticut College............ New London, CT Telecommunications May-93 0 97,710
Connecticut State.............. Newington, CT Telecommunications May-93 0 64,744
Connecticut Water Company...... East Windsor, CT Telecommunications May-93 0 46,084
Connecticut Yankee Atomic...... Hartford, CT Telecommunications May-93 0 304,754
Consolidated Fitness
Enterprises.................. Bedford, TX Manufacturing & Production Nov-92 0 30,485
Consolidated Waste
Industries................... North Haven, CT Material Handling Mar-93 0 61,323
Consolidated Waste
Industries................... N.E. Washington, DC Transportation Mar-93 0 66,455
Constantine G. Scrivanos....... Atklnson, NH Restaurant Mar-93 0 29,182
Contento & Kaplan Optomet...... Bronx, NY Medical Aug-95 0 26,327
Continental Airlines, Inc...... Houston, TX Aircraft Dec-96 0 702,508
Continental Coin Processors.... Buffalo, NY Manufacturing & Production Feb-96 0 52,320
Continental Contractors........ Audubon, PA Material Handling Mar-93 0 32,128
Convalescent Center Of
Bloomfield................... Bloomfield, CT Medical May-93 0 30,761
Convention Express Inc......... Ocean City, NJ Computers Feb-98 0 73,997
Core Group Ltd................. Boston, MA Video Production Feb-98 0 45,566
Corporate Health............... New Haven, CT Telecommunications May-93 0 40,114
Corral Associates.............. Rochester, NY Telecommunications May-96 0 53,461
Cosmopolitan Medical
Communications............... Phoenix, AZ Computers Oct-97 0 44,665
Costello Lomasney & Denapoli... Manchester, NH Computers Mar-93 0 29,771
Country Club Liquors........... Largo, FL Restaurant Nov-92 0 26,942
Countryside Manor, Inc......... Bristol, CT Telecommunications Mar-93 0 26,257
Covalent Systems Corp.......... Fremont, CA Computers Mar-93 0 27,216
Craftsman Auto Body............ Sterling, VA Computers Aug-95 0 33,202
Creative Entertainment Group... Los Angeles, CA Video Production Nov-97 0 61,777
Creative Sound Productions..... Houston, TX Audio Equipment May-96 0 37,940
Creative Vision Graphics....... Marina Del Ray, CA Printing May-95 0 33,037
Crs Design, Inc................ New York, NY Computers Sep-97 0 26,032
Crs Design, Inc................ New York, NY Computers Jul-98 0 41,460
Crystal Clear Design Dba,
R.Baker...................... Patterson, NJ Computers Nov-97 0 55,021
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<C> <C>
Colorado Prime Corp............ $ 43,266
Colorado Prime Corp............ 75,268
Colorado Prime Corp............ 39,471
Colorado Prime Corp............ 87,592
Colorado Prime Corp............ 42,117
Colorado Prime Corp............ 41,562
Colorado Prime Corp............ 91,474
Colour Impressions............. 33,432
Columbia Services
Group, Inc................... 32,543
Commercial Brick Corp.......... 76,340
Commonwealth Associates........ 105,616
Community Health Center Inc.... 32,205
Community Health
Service, Inc................. 29,344
Complete Tool &
Grinding Inc................. 28,720
Comprehensive Id Products...... 51,484
Computer Science
Resources, Inc............... 75,298
Comtec Computer
Services, Inc................ 27,306
Concord Teacakes
Excetra Inc.................. 55,768
Conn Medical Adjustment........ 25,602
Connecticut College............ 2,211,435
Connecticut College............ 223,296
Connecticut College............ 81,898
Connecticut College............ 97,710
Connecticut State.............. 64,744
Connecticut Water Company...... 46,084
Connecticut Yankee Atomic...... 304,754
Consolidated Fitness
Enterprises.................. 30,485
Consolidated Waste
Industries................... 61,323
Consolidated Waste
Industries................... 66,455
Constantine G. Scrivanos....... 29,182
Contento & Kaplan Optomet...... 26,327
Continental Airlines, Inc...... 702,508
Continental Coin Processors.... 52,320
Continental Contractors........ 32,128
Convalescent Center Of
Bloomfield................... 30,761
Convention Express Inc......... 73,997
Core Group Ltd................. 45,566
Corporate Health............... 40,114
Corral Associates.............. 53,461
Cosmopolitan Medical
Communications............... 44,665
Costello Lomasney & Denapoli... 29,771
Country Club Liquors........... 26,942
Countryside Manor, Inc......... 26,257
Covalent Systems Corp.......... 27,216
Craftsman Auto Body............ 33,202
Creative Entertainment Group... 61,777
Creative Sound Productions..... 37,940
Creative Vision Graphics....... 33,037
Crs Design, Inc................ 26,032
Crs Design, Inc................ 41,460
Crystal Clear Design Dba,
R.Baker...................... 55,021
</TABLE>
B-77
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ----------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Csk Auto....................... Phoenix, AZ Other Apr-98 $ 0 $ 358,401
Csk Auto Inc................... Phoenix, AZ Other Mar-98 0 696,718
Csk Auto,Inc................... Phoenix, AZ Other Jun-98 0 58,880
CT Junior Rebulic Assoc........ Litchfield, CT Telecommunications Mar-93 0 26,061
CT Transit/HNS Management...... Hartford, CT Transportation May-93 0 44,728
C-Town......................... Jersey City, NJ Retail Dec-96 0 28,658
Cumberland Capital Dba The
Mcintyre Llc................. Brentwood, TN Telecommunications Oct-97 0 31,498
Cunningham Assoc............... Mission Viejo, CA Audio Equipment Oct-97 0 63,534
Curagen Corp................... New Haven, CT Computers Aug-97 0 69,436
Custom Paint & Body............ Moncks Corner, SC Automotive Jan-97 0 33,354
Custom Print, Inc.............. Pleasanton, CA Computers Mar-93 0 29,993
D & B Computing................ Wilton, CT Telecommunications May-93 0 132,764
D & L Offset Lithography
Co., Inc..................... New York, NY Printing Oct-97 0 52,873
D & M Contractors, Inc......... Suwanee, GA Construction Dec-96 0 53,441
D & V Sound.................... San Jose, CA Audio Equipment Aug-96 0 39,778
D B Basics, Inc................ Raleigh, NC Computers Dec-97 0 41,900
D' La Colmena Mexican Food..... Watsonville, CA Restaurant Nov-92 0 28,211
D.A.O.R. Security, Inc......... Bronx, NY Telecommunications Sep-97 0 28,025
D2 Entertainment Corp.......... Rosemead, CA Audio Equipment Nov-96 0 59,239
Dal Baffo...................... Menlo Park, CA Restaurant Jan-97 0 53,520
Dallas Recording Co., Inc...... Denton, TX Audio Equipment Nov-92 0 27,036
Dallo & Co..................... National City, CA Fixtures Aug-96 0 81,278
Danbury Eye Physicians......... Danbury, CT Telecommunications Mar-93 0 25,267
Danbury Printing & Litho....... Danbury, CT Telecommunications May-93 0 69,330
Danville Ob/Gyn Assoc.......... Windsor, CT Medical Mar-93 0 41,481
Dark House Comics, Inc......... Milwaukie, OR Manufacturing & Production May-94 57,129 6,362
Data Works..................... Glen Avon, CA Printing Nov-92 0 27,068
Datahr Rehabilitation.......... Brookfield, CT Telecommunications Mar-93 0 27,960
Dave Haynie
Enterprises, Inc............. Edmond, OK Construction Oct-98 0 80,246
David A. Grossman DDA.......... Baldwin, NY Medical Aug-95 0 86,381
David A. Kamlet, MD............ New York, NY Medical Aug-95 0 27,479
Debra L. Bowers, Dds........... Largo, FL Medical Sep-96 0 55,750
Deburr Company Inc............. Plantsville, CT Manufacturing & Production May-95 0 34,928
Decarlo & Doll Inc............. Hamden, CT Telecommunications May-93 0 25,611
Deitsch Plastic Co. Inc........ West Haven, CT Telecommunications May-93 0 32,671
Dejean Construction Co......... Texas City, TX Computers Apr-95 0 36,633
Del Taco....................... Laguna Hills, CA Restaurant Apr-96 0 492,266
Del Taco....................... Laguna Hills, CA Restaurant Apr-96 0 459,026
Delta Video Duplicating........ Anaheim, CA Video Production Nov-92 0 30,301
Delta Video, Inc............... Anaheim, CA Audio Equipment Sep-97 0 27,595
Delta Video, Inc............... Anaheim, CA Video Production May-94 0 43,569
Denville Bagel Baking.......... Denville, NJ Restaurant Nov-92 0 25,863
Detroit Osteopathic Hospital... Southfield, MI Medical Mar-93 0 47,853
Digital Computing
System, Inc.................. Bryan, TX Furniture Mar-93 0 39,735
Digital Operations Technical... New York, NY Computers Mar-93 0 41,797
Dillon Video Production........ Ocala, FL Video Production Apr-93 0 28,363
Dino's......................... Dallas, TX Agriculture Nov-92 0 31,460
Discovery Research Group....... Salt Lake City, UT Copiers Nov-92 0 25,820
Distrib. Svcs. Of
Atlanta,Inc.................. Hapeville, GA Fixtures Nov-96 0 29,892
Distribution Svcs Of Atlnta.... Hopeville, GA Fixtures Sep-96 0 34,488
Diversified Business
Svcs., Inc................... Newport Beach, CA Telecommunications Nov-97 0 31,019
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Csk Auto....................... $ 358,401
Csk Auto Inc................... 696,718
Csk Auto,Inc................... 58,880
CT Junior Rebulic Assoc........ 26,061
CT Transit/HNS Management...... 44,728
C-Town......................... 28,658
Cumberland Capital Dba The
Mcintyre Llc................. 31,498
Cunningham Assoc............... 63,534
Curagen Corp................... 69,436
Custom Paint & Body............ 33,354
Custom Print, Inc.............. 29,993
D & B Computing................ 132,764
D & L Offset Lithography
Co., Inc..................... 52,873
D & M Contractors, Inc......... 53,441
D & V Sound.................... 39,778
D B Basics, Inc................ 41,900
D' La Colmena Mexican Food..... 28,211
D.A.O.R. Security, Inc......... 28,025
D2 Entertainment Corp.......... 59,239
Dal Baffo...................... 53,520
Dallas Recording Co., Inc...... 27,036
Dallo & Co..................... 81,278
Danbury Eye Physicians......... 25,267
Danbury Printing & Litho....... 69,330
Danville Ob/Gyn Assoc.......... 41,481
Dark House Comics, Inc......... 63,492
Data Works..................... 27,068
Datahr Rehabilitation.......... 27,960
Dave Haynie
Enterprises, Inc............. 80,246
David A. Grossman DDA.......... 86,381
David A. Kamlet, MD............ 27,479
Debra L. Bowers, Dds........... 55,750
Deburr Company Inc............. 34,928
Decarlo & Doll Inc............. 25,611
Deitsch Plastic Co. Inc........ 32,671
Dejean Construction Co......... 36,633
Del Taco....................... 492,266
Del Taco....................... 459,026
Delta Video Duplicating........ 30,301
Delta Video, Inc............... 27,595
Delta Video, Inc............... 43,569
Denville Bagel Baking.......... 25,863
Detroit Osteopathic Hospital... 47,853
Digital Computing
System, Inc.................. 39,735
Digital Operations Technical... 41,797
Dillon Video Production........ 28,363
Dino's......................... 31,460
Discovery Research Group....... 25,820
Distrib. Svcs. Of
Atlanta,Inc.................. 29,892
Distribution Svcs Of Atlnta.... 34,488
Diversified Business
Svcs., Inc................... 31,019
</TABLE>
B-78
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Do Net Inc....................... Dayton, OH Computers Sep-97 $ 0 $ 29,221
Donald L. Eger Jr., Inc.......... Cincinnati, OH Computers May-94 27,791 2,788
Double Day, Inc.................. Grand Island, NY Mining Dec-97 0 558,796
Douglas F. Johnson............... Hillsboro, TX Manufacturing & Production Jun-94 25,853 2,848
Dralco, Inc...................... Weatherford, TX Manufacturing & Production Aug-96 0 46,589
Driscoll Motors, Inc............. Hartford, CT Telecommunications May-93 0 44,565
Drs. Nat-Grant Associates........ Windsor, CT Medical Mar-93 0 54,018
Drs. Tobin, Zwiebel & Aptman..... Miami, FL Telecommunications. Aug-96 0 39,334
Drummey Donuts, Inc.............. Norwood, MA Restaurant Mar-93 0 34,171
Dubois Growers, Inc.............. Boynton Beach, FL Retail Dec-96 0 29,755
Dunkin Donuts & Baskin Robbins... Austin, TX Restaurant Jan-98 0 26,586
Dynaco Corp...................... Tempe, AZ Computers Nov-97 0 57,044
Dynatenn, Inc.................... Weymouth, MA Computers Mar-93 0 55,262
Dynatenn, Inc.................... Weymouth, MA Manufacturing & Production Mar-93 0 55,208
E & V Bakery Dba, Morris Park.... Bronx, NY Restaurant Dec-97 0 66,216
Eagle Vision, Inc................ Stamford, CT Video Production Jan-97 0 33,538
East Hartford Ltd. Partnership... Windsor, CT Medical Mar-93 0 37,746
Easter Seal Society.............. Hebron, CT Telecommunications Mar-93 0 27,304
Eastway Metals................... Cleveland Heigh, OH Manufacturing & Production Nov-92 0 29,361
Edison Brothers Stores, Inc...... St. Louis, MO Retail Jun-94 7,642,182 606,511
Edmond's Corner Body Shop........ Chesapeake, VA Automotive Nov-92 0 28,783
Edward Greenberg................. Nyack, NY Video Production Mar-95 0 35,848
Eka Chemical..................... Marietta, GA Manufacturing & Production Sep-98 526,499 1,402,960
Elderhaus Concepts, Ltd.......... Madison, WI Furniture Nov-96 0 39,966
Electronic Imaging
Center, Inc.................... Boston, MA Printing Oct-97 0 31,245
Electronic Media Equip........... West Bond, WI Material Handling Dec-96 0 53,542
Ellen Fitzenrider................ Barnwell, SC Medical Nov-92 0 27,619
Elliot'S Famous Hot Dogs Dba
First Elliot................... N. Chelmsford, MA Restaurant Sep-97 0 48,899
Ellman Hahn Schwartz............. Windsor, CT Medical Mar-93 0 39,195
Emco Sales & Service Inc......... North Bergen, NJ Manufacturing & Production Aug-95 0 28,568
Emerald Studios, Inc............. San Diego, CA Video Production Oct-97 0 52,446
Empac Design, Inc................ Dallas, TX Printing Mar-93 0 30,984
Empire of Orange Realtors........ Pomona, NY Furniture Nov-92 0 31,271
Engineers Country Club, Inc...... Rosalyn Harbor, NY Medical Mar-93 0 31,210
Enthone Omi, Inc................. West Haven, CT Telecommunications Mar-93 0 29,686
Enthone Omi, Inc................. West Haven, CT Telecommunications Nov-93 0 53,318
Enthone Omi, Inc................. West Haven, CT Telecommunications May-93 0 34,295
Enthone Omi, Inc................. West Haven, CT Telecommunications Mar-93 0 35,855
Eratex Enterprise, Inc........... Los Angeles, CA Manufacturing & Production Dec-97 0 28,769
Ernie Sandoval Enterprises....... Oceanside, CA Restaurant May-96 0 38,992
Ernie'S Auto Parts Dba W.E.S.
Corp........................... Monrovia, CA Computers Sep-97 0 29,575
Ernie'S Auto Parts Dba, W.E.S.... Monrovia, CA Computers Dec-97 0 35,795
ESM/Exton, Inc................... Blue Bell, PA Restaurant Dec-94 0 416,000
ETS Water & Waste Mgt............ Roanoke, VA Manufacturing & Production Jan-97 0 34,310
Eugene Shiffett.................. Stafford, VA Transportation Mar-93 0 35,688
Evernet Education
Services, Inc.................. Los Angeles, CA Computers May-94 24,423 3,043
Evolution Film & Tape............ North Hollywood, CA Video Production Jul-96 0 43,749
Ewing Farms, Inc................. Smyrna, DE Transportation Mar-93 0 39,403
Excel Mortgage Corp.............. Grand Rapids, MI Computers Jan-97 0 56,631
Executrain of Texas.............. Dallas, TX Computers Apr-95 0 53,872
Extech Instruments Corp.......... Waltham, MA Computers Mar-93 0 34,725
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Do Net Inc....................... $ 29,221
Donald L. Eger Jr., Inc.......... 30,579
Double Day, Inc.................. 558,796
Douglas F. Johnson............... 28,701
Dralco, Inc...................... 46,589
Driscoll Motors, Inc............. 44,565
Drs. Nat-Grant Associates........ 54,018
Drs. Tobin, Zwiebel & Aptman..... 39,334
Drummey Donuts, Inc.............. 34,171
Dubois Growers, Inc.............. 29,755
Dunkin Donuts & Baskin Robbins... 26,586
Dynaco Corp...................... 57,044
Dynatenn, Inc.................... 55,262
Dynatenn, Inc.................... 55,208
E & V Bakery Dba, Morris Park.... 66,216
Eagle Vision, Inc................ 33,538
East Hartford Ltd. Partnership... 37,746
Easter Seal Society.............. 27,304
Eastway Metals................... 29,361
Edison Brothers Stores, Inc...... 8,248,693
Edmond's Corner Body Shop........ 28,783
Edward Greenberg................. 35,848
Eka Chemical..................... 1,929,459
Elderhaus Concepts, Ltd.......... 39,966
Electronic Imaging
Center, Inc.................... 31,245
Electronic Media Equip........... 53,542
Ellen Fitzenrider................ 27,619
Elliot'S Famous Hot Dogs Dba
First Elliot................... 48,899
Ellman Hahn Schwartz............. 39,195
Emco Sales & Service Inc......... 28,568
Emerald Studios, Inc............. 52,446
Empac Design, Inc................ 30,984
Empire of Orange Realtors........ 31,271
Engineers Country Club, Inc...... 31,210
Enthone Omi, Inc................. 29,686
Enthone Omi, Inc................. 53,318
Enthone Omi, Inc................. 34,295
Enthone Omi, Inc................. 35,855
Eratex Enterprise, Inc........... 28,769
Ernie Sandoval Enterprises....... 38,992
Ernie'S Auto Parts Dba W.E.S.
Corp........................... 29,575
Ernie'S Auto Parts Dba, W.E.S.... 35,795
ESM/Exton, Inc................... 416,000
ETS Water & Waste Mgt............ 34,310
Eugene Shiffett.................. 35,688
Evernet Education
Services, Inc.................. 27,466
Evolution Film & Tape............ 43,749
Ewing Farms, Inc................. 39,403
Excel Mortgage Corp.............. 56,631
Executrain of Texas.............. 53,872
Extech Instruments Corp.......... 34,725
</TABLE>
B-79
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Eye Care Centers................. San Antonio, TX Retail Dec-97 $ 0 $ 1,506,853
F.D. Mcginn, Inc................. Providence, RI Material Handling Jul-96 0 44,150
Fair Auto Supply................. Bridgeport, CT Telecommunications Mar-93 0 32,206
Fairmont Re-Bar
Fabricators, Inc............... Miami, FL Computers Aug-97 0 31,791
Faith Pleases God Church......... Harlingen, TX Fixtures Apr-95 0 30,127
Fallick Klein Partnership........ Houston, TX Manufacturing & Production Apr-95 0 27,615
Family Foodservice, Inc.......... Ft. Pierce, FL Restaurant Sep-97 0 51,164
Fantastic Sam'S Dba Alverben
Enterprises.................... St. Petersbur, G FL Fixtures Oct-97 0 27,759
Fantastic Sam'S Dba Gorski
Enterprises, Inc............... Mobile, AL Fixtures Sep-97 0 53,427
Farah H Vikoren, MD.............. Windsor, CT Medical Mar-93 0 48,666
Farish Media Dba Robert Farish... Kailua Kona, HI Telecommunications Aug-97 0 45,919
Farm Acquisitions Corporation.... Pomfret, CT Telecommunications May-93 0 52,754
Farm To Market Inc............... Laguna Niguel, CA Retail Oct-96 0 55,257
Farmco, Inc...................... Seguin, TX Manufacturing & Production Jul-93 0 160,202
Felecia L. Dawson Md............. Atlanta, GA Medical May-95 0 33,861
Fergy's Expresso................. Seattle, WA Restaurant Nov-92 0 32,458
Fi-Del, Inc...................... Bridgeville, PA Fixtures Nov-97 0 49,896
Fidelity Funding Financial
Group, Inc..................... Dallas, TX Furniture Sep-97 0 42,052
Field's Bakery, Inc.............. Pleasentville, NJ Restaurant Mar-93 0 37,631
Figs............................. West Hollywood, CA Restaurant Nov-92 0 25,400
Filterfresh Denver, Inc.......... Denver, CO Restaurant Mar-93 0 33,886
First Quality Health Care........ Chicago, IL Medical Nov-92 0 31,460
First Stop Bagel, Inc............ Babylon, NY Restaurant Nov-92 0 31,460
Fiserv New Haven, Inc............ Wallingford, CT Computers May-93 0 39,751
Fit Physique, Inc................ Longview, WA Manufacturing & Production Nov-92 0 34,174
Flextex.......................... Pinellas Park, FL Printing Nov-92 0 33,251
Flint Hill School................ Oakton, VA Retail Mar-93 0 26,950
Floor Covering
Interiors, Inc................. Tucson, AZ Manufacturing & Production Aug-94 0 28,449
Florida Health, Inc.............. Boca Raton, FL Medical Oct-97 0 55,017
Florida Homes Showcase, Inc...... Lake City, FL Telecommunications Mar-93 0 26,532
Food Dude, Inc................... Torrance, CA Computers May-96 0 35,835
Food For Thought................. Exton, PA Restaurant Nov-92 0 30,609
Footprints Blueprinting.......... San Luis Bispop, CA Photography Aug-96 0 35,757
Forward Logistics Group.......... Orlando, FL Material Handling Feb-98 0 39,743
Foster Medical Supply Inc........ Hartford, CT Telecommunications May-93 0 30,034
Foto 1 Dba, N Focus, Inc......... Morgantown, WV Manufacturing & Production Dec-97 0 25,902
Foto Motal,Inc................... New York, NY Photography Oct-98 0 43,143
Francis Poirier.................. Ellington, CT Manufacturing & Production Mar-93 0 33,236
Francis Poirier.................. Ellington, CT Printing Mar-93 0 42,219
Fred Talarico MD................. Utica, NY Manufacturing & Production Aug-95 0 26,788
Freedman & Lorry, P.C............ Philadelphia, PA Computers Oct-97 0 77,364
Freemont House Of Pizza, Inc..... Fremont, NH Restaurant Nov-92 0 26,510
Fuel Cell Manufacturing.......... Danbury, CT Telecommunications May-93 0 25,265
Fuller Roberts Clinic, Inc....... Windsor, CT Medical Mar-93 0 50,236
Future Hopes, Inc................ Miami, FL Restaurant Dec-96 0 50,356
Future Productions, Inc.......... New York, NY Video Production Mar-93 0 41,473
G And M Music Co., Inc........... Sumter, SC Fixtures May-97 0 100,000
Gale H. Pike..................... Laguna Beach, CA Furniture Dec-92 0 40,283
Gale H. Pike..................... Laguna Beach, CA Furniture Dec-92 0 63,573
Gale H. Pike..................... Laguna Beach, CA Furniture Dec-92 0 60,286
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Eye Care Centers................. $ 1,506,853
F.D. Mcginn, Inc................. 44,150
Fair Auto Supply................. 32,206
Fairmont Re-Bar
Fabricators, Inc............... 31,791
Faith Pleases God Church......... 30,127
Fallick Klein Partnership........ 27,615
Family Foodservice, Inc.......... 51,164
Fantastic Sam'S Dba Alverben
Enterprises.................... 27,759
Fantastic Sam'S Dba Gorski
Enterprises, Inc............... 53,427
Farah H Vikoren, MD.............. 48,666
Farish Media Dba Robert Farish... 45,919
Farm Acquisitions Corporation.... 52,754
Farm To Market Inc............... 55,257
Farmco, Inc...................... 160,202
Felecia L. Dawson Md............. 33,861
Fergy's Expresso................. 32,458
Fi-Del, Inc...................... 49,896
Fidelity Funding Financial
Group, Inc..................... 42,052
Field's Bakery, Inc.............. 37,631
Figs............................. 25,400
Filterfresh Denver, Inc.......... 33,886
First Quality Health Care........ 31,460
First Stop Bagel, Inc............ 31,460
Fiserv New Haven, Inc............ 39,751
Fit Physique, Inc................ 34,174
Flextex.......................... 33,251
Flint Hill School................ 26,950
Floor Covering
Interiors, Inc................. 28,449
Florida Health, Inc.............. 55,017
Florida Homes Showcase, Inc...... 26,532
Food Dude, Inc................... 35,835
Food For Thought................. 30,609
Footprints Blueprinting.......... 35,757
Forward Logistics Group.......... 39,743
Foster Medical Supply Inc........ 30,034
Foto 1 Dba, N Focus, Inc......... 25,902
Foto Motal,Inc................... 43,143
Francis Poirier.................. 33,236
Francis Poirier.................. 42,219
Fred Talarico MD................. 26,788
Freedman & Lorry, P.C............ 77,364
Freemont House Of Pizza, Inc..... 26,510
Fuel Cell Manufacturing.......... 25,265
Fuller Roberts Clinic, Inc....... 50,236
Future Hopes, Inc................ 50,356
Future Productions, Inc.......... 41,473
G And M Music Co., Inc........... 100,000
Gale H. Pike..................... 40,283
Gale H. Pike..................... 63,573
Gale H. Pike..................... 60,286
</TABLE>
B-80
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Game Creek Video Limited
Partnership.................... Amherst, NH Video Production Oct-97 $ 0 $ 63,004
Gamma One, Inc................... North Haven, CT Telecommunications May-93 0 31,131
Garcia Masonry Inc............... San Diego, CA Computers Dec-96 0 39,688
Garrison Fuel Oil Of L.I......... Plainview, NY Office Equipment Aug-95 0 29,013
Gary Eagan....................... Easton, MA Restaurant Mar-93 0 38,295
Gas Post, Inc. & Savemart
Stores......................... Pelham Manor, NY Fixtures Jan-97 0 31,718
Gasoline Merchants, Inc.......... Waltham, MA Automotive Mar-93 0 29,568
Gasoline Merchants, Inc.......... Waltham, MA Environmental Mar-93 0 35,439
Gaspari Corp..................... Ocean Township, NJ Medical Mar-93 0 48,434
GCSG Ob-Gyn Associates........... Windsor, CT Medical Mar-93 0 38,372
General Foam..................... Sun Valley, CA Construction Mar-93 0 39,399
General Video-Tex Corp........... Cambridge, MA Computers Mar-93 0 27,775
Genesis Mobile
Diagnostic, Inc................ Miami, FL Medical Nov-92 0 31,772
Geno's........................... West Jefferson, NC Restaurant Nov-92 0 27,626
Gibson Co........................ Norwalk, CT Telecommunications May-93 0 237,384
Glastonbury...................... Glastonbury, CT Telecommunications May-93 0 57,940
Goldberg & Assoc. Dba Maxine B.
Reloj.......................... Omaha, NE Manufacturing & Production Sep-97 0 33,266
Goldbergs New York Bagels........ Bethlehem, PA Restaurant Dec-97 0 106,434
Golden Corral Corporation........ Raleigh, NC Furniture Jul-98 0 264,314
Golden Corral Steakhouse......... Hueytown, AL Restaurant Nov-92 0 28,005
Goldgate Enterprises, Inc........ Corpus Christi, TX Manufacturing & Production Jun-95 0 27,357
Gold's Gym....................... Canton, MA Medical Nov-92 0 29,529
Gourmet Boutique, Llc............ Jamaica, NY Restaurant Dec-97 0 68,231
Grace'S Marketplace Dba Doria
Enterprises, Inc............... New York, NY Restaurant Sep-97 0 74,456
Grady & Dicks, A Law
Corporation.................... San Diego, CA Computers Jan-98 0 84,977
Grand Union...................... Wayne, NJ Retail Dec-93 0 331,713
Grand Union...................... Wayne, NJ Retail Dec-93 0 260,075
Grand Union...................... Passaic, NJ Retail Dec-93 0 217,409
Grandma'S Bagels, Inc............ Bend, OR Restaurant Dec-97 0 64,586
Graphic Data of New
Jersey, Inc.................... Mount Laurel, NJ Computers Mar-93 0 46,867
Graphic Options Inc.............. Plainview, NY Printing Jan-96 0 42,141
Graphic Press.................... Flint, MI Printing Dec-92 24,124 2,371
Graphic Services, Inc............ Tacoma, WA Manufacturing & Production Jun-94 39,350 4,899
Graphic Trends................... Paramount, CA Printing Jan-97 0 53,233
Graphik Dimensions Ltd........... Flushing, NY Computers Mar-93 0 29,999
Great American
Remodeling, Inc................ Ft Walton Bea, CH FL Construction Sep-97 0 53,767
Greaves, Walker, Inc............. Mobile, AL Retail Dec-96 0 49,573
Green Acres Land Develpoment &... Powells Point, NC Manufacturing & Production Feb-98 0 33,617
Grolier, Inc..................... Danbury, CT Telecommunications Mar-93 0 32,525
Grolier, Inc..................... Danbury, CT Telecommunications Mar-93 0 29,427
Gruen Optika Corp................ New York, NY Medical Dec-97 0 47,076
Guadalajara Mexican Deli......... Tracy, CA Restaurant Nov-92 0 26,037
Gulf Coast Landscaping Corp...... Mobile, AL Construction Aug-97 0 31,881
Gumby'S Pizza Systems Inc........ Gainesville, FL Restaurant Apr-95 0 26,879
Gun Hill Collision............... Bronx, NY Manufacturing & Production Apr-93 0 26,341
H & J Amoco...................... Gambrills, MD Fixtures Sep-96 0 98,987
H & R Block...................... Lebanon, TN Computers Nov-92 0 28,540
H & R Family Foods, Inc.......... Lancaster, SC Fixtures Sep-97 0 46,439
H & S Construction............... New Salisbury, IN Construction Feb-98 0 73,104
H & T Tool....................... Fairfield, NJ Manufacturing & Production Nov-92 0 27,286
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Game Creek Video Limited
Partnership.................... $ 63,004
Gamma One, Inc................... 31,131
Garcia Masonry Inc............... 39,688
Garrison Fuel Oil Of L.I......... 29,013
Gary Eagan....................... 38,295
Gas Post, Inc. & Savemart
Stores......................... 31,718
Gasoline Merchants, Inc.......... 29,568
Gasoline Merchants, Inc.......... 35,439
Gaspari Corp..................... 48,434
GCSG Ob-Gyn Associates........... 38,372
General Foam..................... 39,399
General Video-Tex Corp........... 27,775
Genesis Mobile
Diagnostic, Inc................ 31,772
Geno's........................... 27,626
Gibson Co........................ 237,384
Glastonbury...................... 57,940
Goldberg & Assoc. Dba Maxine B.
Reloj.......................... 33,266
Goldbergs New York Bagels........ 106,434
Golden Corral Corporation........ 264,314
Golden Corral Steakhouse......... 28,005
Goldgate Enterprises, Inc........ 27,357
Gold's Gym....................... 29,529
Gourmet Boutique, Llc............ 68,231
Grace'S Marketplace Dba Doria
Enterprises, Inc............... 74,456
Grady & Dicks, A Law
Corporation.................... 84,977
Grand Union...................... 331,713
Grand Union...................... 260,075
Grand Union...................... 217,409
Grandma'S Bagels, Inc............ 64,586
Graphic Data of New
Jersey, Inc.................... 46,867
Graphic Options Inc.............. 42,141
Graphic Press.................... 26,495
Graphic Services, Inc............ 44,249
Graphic Trends................... 53,233
Graphik Dimensions Ltd........... 29,999
Great American
Remodeling, Inc................ 53,767
Greaves, Walker, Inc............. 49,573
Green Acres Land Develpoment &... 33,617
Grolier, Inc..................... 32,525
Grolier, Inc..................... 29,427
Gruen Optika Corp................ 47,076
Guadalajara Mexican Deli......... 26,037
Gulf Coast Landscaping Corp...... 31,881
Gumby'S Pizza Systems Inc........ 26,879
Gun Hill Collision............... 26,341
H & J Amoco...................... 98,987
H & R Block...................... 28,540
H & R Family Foods, Inc.......... 46,439
H & S Construction............... 73,104
H & T Tool....................... 27,286
</TABLE>
B-81
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
H. John Schutze DDS.............. Queensbury, NY Computers Aug-95 $ 0 $ 33,429
Hahner, Foreman &
Harness, Inc................... Wichita, KS Computers Mar-96 0 41,888
Haig Press, Inc.................. Hauppauge, NY Printing Sep-96 0 37,617
Harco Laboratories, Inc.......... Branford, CT Telecommunications Mar-93 0 25,156
Harlan King & Associates......... Reno, NV Computers May-96 0 46,553
Harold Hawes..................... Charlottesville, VA Transportation Mar-93 0 33,760
Harold Hawes..................... Charlottesville, VA Transportation Mar-93 0 47,557
Harold Wasson, Jr................ Corona, CA Furniture Mar-93 0 38,041
Harrison & King Music
Co., Inc....................... Hartsville, SC Fixtures May-97 0 100,000
Harr'S Surf & Turf Markets,Inc... Palm Harbor, FL Fixtures Jan-98 0 55,740
Harry's Oyster Bar Club.......... Oklahoma City, OK Restaurant Nov-92 0 30,806
Hazen Inc........................ East Moline, IL Manufacturing & Production Dec-92 27,486 4,926
Hazen, Inc....................... East Moline, IL Environmental Feb-93 0 52,425
HBO & Co......................... Atlanta, GA Computers Sep-93 843,016 113,310
HBO & Co......................... Atlanta, GA Computers Sep-93 269,389 49,673
HBO & Co......................... Atlanta, GA Computers Sep-93 385,363 69,995
HBO & Co......................... Atlanta, GA Computers Sep-93 58,230 10,750
HBO & Co......................... Atlanta, GA Computers Sep-93 100,579 18,568
HBO & Co......................... Atlanta, GA Computers Sep-93 152,343 28,124
HBO & Co......................... Atlanta, GA Computers Sep-93 332,268 61,340
Headway Technologies,Inc......... Milpitas, CA Manufacturing & Production Aug-98 0 1,498,917
Health Systems International..... Wallingford, CT Telecommunications May-93 0 55,360
Hearndon Construction, Inc....... Micco, FL Construction Nov-97 0 43,478
Hebrew Home & Hospital........... West Hartford, CT Telecommunications May-93 0 110,600
Hedges, David C.................. Nashville, TN Retail Mar-93 0 32,425
Helotes Contractors, Inc......... Austin, TX Video Production Nov-97 0 30,891
Helvetia Coal Company............ Indiana, PA Mining Dec-92 151,276 66,138
Helvetia Coal Company............ Indiana, PA Mining Dec-92 427,481 151,020
Hendersonville Obst.............. Windsor, CT Medical Mar-93 0 44,348
Hesco, Inc....................... Watertown, SD Manufacturing & Production Jun-94 39,746 4,586
Hickey Chemists Ltd.............. New York, NY Computers Aug-95 0 28,393
Hi-G Company Inc................. Pitman, NJ Telecommunications May-93 0 26,945
Himani Enterprises, Inc.......... Rego Park, NY Restaurant Mar-93 0 27,299
Historic Tours Of America,Inc.... Key West, FL Automotive Oct-98 0 388,303
Hi-Tech of DFW................... Hurst, TX Automotive Nov-92 0 29,299
Hms Steakhouse Of Tampa, Inc..... Tampa, FL Retail Nov-97 0 56,990
Hocking Chemical Corp............ National City, CA Manufacturing & Production Apr-93 0 29,699
Holy Bagel....................... Hackettstown, NJ Restaurant Nov-92 0 30,904
Homecare, Inc.................... Wallingford, CT Computers Oct-97 0 43,764
Homesteaders Life Company........ Des Moines, IA Printing Feb-93 0 26,777
Hometown Buffet, Inc............. San Diego, CA Restaurant Feb-95 0 618,000
Honey Dew Associates, Inc........ Planville, MA Restaurant Mar-93 0 47,019
Hospitality Franchise Systems.... Parsippany, NJ Furniture Mar-93 0 40,219
Hospitality Springs.............. Atlanta, GA Restaurant Dec-93 0 126,000
Hot Spot Casino, Inc............. Surfside, SC Fixtures Aug-97 0 49,131
Hough Krating, Inc............... Richburg, SC Material Handling Sep-97 0 27,771
Houston Sportsco, Inc............ Houston, TX Restaurant Jan-97 0 27,110
HPK Corporation.................. Mesquite, TX Manufacturing & Production Mar-95 0 26,949
HTB Restaurant, Inc.............. Salt Lake City, UT Restaurant Mar-94 0 425,871
HTB Restaurant, Inc.............. Salt Lake City, UT Restaurant Mar-94 0 426,137
Huggos Restaurant Dba Olu Kai
Ltd............................ Kailua-Kona, HI Restaurant Sep-97 0 52,935
Huston-Lynn Enterprises Inc...... Indianapolis, IN Restaurant Jan-96 0 26,384
Hyundai Electronics America...... San Jose, CA Computers Aug-98 0 500,756
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
H. John Schutze DDS.............. $ 33,429
Hahner, Foreman &
Harness, Inc................... 41,888
Haig Press, Inc.................. 37,617
Harco Laboratories, Inc.......... 25,156
Harlan King & Associates......... 46,553
Harold Hawes..................... 33,760
Harold Hawes..................... 47,557
Harold Wasson, Jr................ 38,041
Harrison & King Music
Co., Inc....................... 100,000
Harr'S Surf & Turf Markets,Inc... 55,740
Harry's Oyster Bar Club.......... 30,806
Hazen Inc........................ 32,412
Hazen, Inc....................... 52,425
HBO & Co......................... 956,326
HBO & Co......................... 319,063
HBO & Co......................... 455,358
HBO & Co......................... 68,980
HBO & Co......................... 119,147
HBO & Co......................... 180,467
HBO & Co......................... 393,608
Headway Technologies,Inc......... 1,498,917
Health Systems International..... 55,360
Hearndon Construction, Inc....... 43,478
Hebrew Home & Hospital........... 110,600
Hedges, David C.................. 32,425
Helotes Contractors, Inc......... 30,891
Helvetia Coal Company............ 217,414
Helvetia Coal Company............ 578,501
Hendersonville Obst.............. 44,348
Hesco, Inc....................... 44,333
Hickey Chemists Ltd.............. 28,393
Hi-G Company Inc................. 26,945
Himani Enterprises, Inc.......... 27,299
Historic Tours Of America,Inc.... 388,303
Hi-Tech of DFW................... 29,299
Hms Steakhouse Of Tampa, Inc..... 56,990
Hocking Chemical Corp............ 29,699
Holy Bagel....................... 30,904
Homecare, Inc.................... 43,764
Homesteaders Life Company........ 26,777
Hometown Buffet, Inc............. 618,000
Honey Dew Associates, Inc........ 47,019
Hospitality Franchise Systems.... 40,219
Hospitality Springs.............. 126,000
Hot Spot Casino, Inc............. 49,131
Hough Krating, Inc............... 27,771
Houston Sportsco, Inc............ 27,110
HPK Corporation.................. 26,949
HTB Restaurant, Inc.............. 425,871
HTB Restaurant, Inc.............. 426,137
Huggos Restaurant Dba Olu Kai
Ltd............................ 52,935
Huston-Lynn Enterprises Inc...... 26,384
Hyundai Electronics America...... 500,756
</TABLE>
B-82
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Icm Conversion, Inc.............. Phoenix, AZ Retail Dec-96 $ 0 $ 50,118
Idea Television.................. Washington, DC Video Production Aug-96 0 49,286
Il Bacio, Inc.................... Marlboro, NJ Restaurant Nov-92 0 30,866
Ild Teleservices, Inc............ Dallas, TX Telecommunications Dec-97 0 1,080,625
Ild Teleservices,Inc............. Dallas, TX Telecommunications Jul-98 0 983,835
Image Data Management Systems.... Orange, CA Manufacturing & Production Nov-92 0 25,762
Immaculate Conception Church..... Towson, MD Retail Mar-93 0 25,891
Impressions, Inc................. East Windsor, CT Computers Mar-93 0 44,541
In Hyun Cho...................... Whitestone, NY Manufacturing & Production Aug-95 0 34,285
Indiana Michigan Power Company... Columbus, OH Material Handling Sep-92 9,082,384 363,295
Indiana Michigan Power Company... Columbus, OH Material Handling Sep-92 0 4,610,840
Industrial Electric Service
Co............................. Hawthorne, NJ Manufacturing & Production Jan-97 0 61,390
Innerdyne Medical, Inc........... Sunnyvale, CA Furniture May-94 24,481 2,600
Inquo, Inc....................... Draper, UT Computers Oct-97 0 40,118
Inrad, Inc....................... Northvale, NJ Computers Mar-93 0 57,087
Inrad, Inc....................... Northvale, NJ Manufacturing & Production Mar-93 0 41,547
Intense Bodyworks, Inc........... Edgewood, NY Medical Mar-93 0 48,200
Inter-Church Residences Inc...... Bridgeport, CT Telecommunications May-93 0 74,453
Intercommunictns Amer............ Adventura, FL Computers Nov-96 0 54,788
Inter-Financial Group............ Schaumburg, IL Furniture Apr-93 0 27,943
International Biotechnologies.... New Haven, CT Telecommunications May-93 0 68,672
International Equipment Logist... Avenel, NJ Material Handling Jun-98 0 289,593
International Rectifier Corp..... El Segundo, CA Material Handling Dec-92 91,681 16,147
International Rectifier Corp..... El Segundo, CA Material Handling Dec-92 59,963 10,194
International Rectifier Corp..... El Segundo, CA Material Handling Dec-92 27,603 4,837
International Rectifier Corp..... El Segundo, CA Material Handling Dec-92 40,710 7,022
International Rectifier Corp..... El Segundo, CA Material Handling Dec-92 928,919 168,139
International Rectifier Corp..... El Segundo, CA Material Handling Dec-92 366,711 60,948
International Rectifier Corp..... El Segundo, CA Material Handling Dec-92 540,297 92,579
International Rectifier Corp..... El Segundo, CA Material Handling Dec-92 337,702 56,148
International Software........... Frederick, MD Printing Dec-92 22,653 3,445
Internet Broadcasting Corp....... New York, NY Video Production Sep-97 0 54,042
Investors Fudiciary Services..... Atlanta, GA Computers Nov-92 0 27,580
Isx Corp......................... Westlake Vila, GE CA Computers Nov-97 0 31,342
Item Nine........................ Montpeller, VT Restaurant Mar-93 0 29,163
Itt Flygt Corporation............ Trumbull, CT Telecommunications May-93 0 56,986
Iverson Financial System, Inc.... Sunnyvale, CA Computers Jan-98 0 35,980
IVF America, Inc................. Greenwich, CT Medical Dec-92 0 165,805
IVF America, Inc................. Greenwich, CT Medical Dec-92 0 123,254
IVI Travel, Inc.................. Northbrook, IL Furniture Mar-93 0 35,784
IVI Travel, Inc.................. Northbrook, IL Furniture Mar-93 0 39,314
J & H Auto & Truck Repair........ Peabody, MA Fixtures Dec-96 0 63,141
J&J Burger, Inc. Dba Burger
King........................... Harrisburg, PA Restaurant Dec-93 0 149,773
J&J Burger, Inc. Dba Burger
King........................... Harnsburg, PA Restaurant Dec-93 0 167,885
J. Baker, Inc.................... Canton, MA Manufacturing & Production Mar-94 0 265,815
J. Sunset Enterprises............ Sandy, UT Furniture Oct-97 0 27,111
J. Walter Thompson............... New York, NY Audio Equipment Jul-96 0 43,506
J. Walter Thompson USA, Inc...... New York, NY Video Production Sep-93 0 80,952
J.L. Thompson Construction Co.... Mt. Holly, NC Fixtures Nov-97 0 47,285
J.M. Ney Company................. Bloomfield, CT Telecommunications Apr-96 0 41,813
J.W. Wood & Associates, Inc...... Battle Creek, MI Retail Feb-98 0 81,331
Jackson'S Bistro & Bar, L.C.
Oidc........................... Tampa, FL Telecommunications Dec-97 0 38,989
Jacobs Mfg....................... Bloomfield, CT Telecommunications May-93 0 48,356
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Icm Conversion, Inc.............. $ 50,118
Idea Television.................. 49,286
Il Bacio, Inc.................... 30,866
Ild Teleservices, Inc............ 1,080,625
Ild Teleservices,Inc............. 983,835
Image Data Management Systems.... 25,762
Immaculate Conception Church..... 25,891
Impressions, Inc................. 44,541
In Hyun Cho...................... 34,285
Indiana Michigan Power Company... 9,445,679
Indiana Michigan Power Company... 4,610,840
Industrial Electric Service
Co............................. 61,390
Innerdyne Medical, Inc........... 27,081
Inquo, Inc....................... 40,118
Inrad, Inc....................... 57,087
Inrad, Inc....................... 41,547
Intense Bodyworks, Inc........... 48,200
Inter-Church Residences Inc...... 74,453
Intercommunictns Amer............ 54,788
Inter-Financial Group............ 27,943
International Biotechnologies.... 68,672
International Equipment Logist... 289,593
International Rectifier Corp..... 107,828
International Rectifier Corp..... 70,157
International Rectifier Corp..... 32,439
International Rectifier Corp..... 47,732
International Rectifier Corp..... 1,097,058
International Rectifier Corp..... 427,660
International Rectifier Corp..... 632,877
International Rectifier Corp..... 393,850
International Software........... 26,098
Internet Broadcasting Corp....... 54,042
Investors Fudiciary Services..... 27,580
Isx Corp......................... 31,342
Item Nine........................ 29,163
Itt Flygt Corporation............ 56,986
Iverson Financial System, Inc.... 35,980
IVF America, Inc................. 165,805
IVF America, Inc................. 123,254
IVI Travel, Inc.................. 35,784
IVI Travel, Inc.................. 39,314
J & H Auto & Truck Repair........ 63,141
J&J Burger, Inc. Dba Burger
King........................... 149,773
J&J Burger, Inc. Dba Burger
King........................... 167,885
J. Baker, Inc.................... 265,815
J. Sunset Enterprises............ 27,111
J. Walter Thompson............... 43,506
J. Walter Thompson USA, Inc...... 80,952
J.L. Thompson Construction Co.... 47,285
J.M. Ney Company................. 41,813
J.W. Wood & Associates, Inc...... 81,331
Jackson'S Bistro & Bar, L.C.
Oidc........................... 38,989
Jacobs Mfg....................... 48,356
</TABLE>
B-83
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
James Hill, Inc.................. New Milford, CT Automotive Jul-96 $ 0 $ 39,121
James Lyver...................... East Hartford, CT Construction Mar-93 0 46,909
Janin Corp....................... Perth Amboy, NJ Computers Apr-93 0 26,047
Jardon & Howard Technologies..... Winter Park, FL Computers Jan-97 0 39,743
Jaymee Housefield................ Ft. Walton Beac, FL Medical Mar-93 0 30,539
Jefferson Harvey Paschal......... Jeffeeersonville, GA Restaurant Jul-96 0 30,796
Jetson'S Inc..................... Edison, NJ Restaurant Feb-98 0 48,904
Jetstream Cafe................... Avon, CT Furniture Mar-93 0 28,537
Jim Whitman Studios, Inc......... Clifton, NJ Computers Jun-94 35,732 4,183
Jimmy Mac'S Roadhouse Dba........ Renton, WA Retail Feb-98 0 36,861
Jo-Ann's Nut House............... Garden City, NY Manufacturing & Production Jun-93 0 28,691
John & Frank Chaung DDS.......... New York, NY Medical Aug-95 0 36,143
John Baird, Inc.................. Palm Desert, CA Construction May-96 0 39,648
John F. Almeida Dairy............ Tulare, CA Agriculture Nov-92 0 28,070
John Hassell's Dry Cleaning...... Plano, TX Sanitation Nov-92 0 30,824
John Kruse DDS................... New York, NY Medical Aug-95 0 31,470
John M. Hulbrook................. New York, NY Furniture Mar-93 0 26,020
John Sandy Productions, Inc...... Englewood, CO Video Production Dec-97 0 56,633
Jones Body Shop.................. Omaha, NE Automotive Oct-97 0 42,058
Joseph H. Tees & Son Inc......... Bensalem, PA Manufacturing & Production Aug-95 0 27,044
Joseph P. Mccain DMD PA.......... Miami, FL Computers Aug-95 0 26,667
Joseph-Beth Booksellers Of
Ohio........................... Cincinnati, OH Audio Equipment Jan-96 0 26,373
Joyland Country Enterprises...... Clearwater, FL Restaurant Dec-92 0 52,369
Jpr Enterprises Inc.............. Marina Del Ray, CA Computers Jul-95 0 40,681
Jst Consultants, Inc............. St. Charles, MO Computers Nov-96 0 41,495
Juliet Cafe Billiards............ Poughkeepsie, NY Furniture Nov-92 0 25,428
K & K Ellsperman, Inc............ Newburgh, IN Restaurant Sep-96 0 52,077
K & M Machine Co., Inc........... Newport, NH Manufacturing & Production Mar-93 0 32,185
K.S. Fashions Inc................ Los Angeles, CA Manufacturing & Production May-95 0 37,210
Kallmart Telecom, Inc............ Satellite Beach, FL Computers Jan-98 0 49,152
Kaman Aerospace.................. Bloomfield, CT Telecommunications May-93 0 276,151
Kaman Aerospace.................. Bloomfield, CT Telecommunications May-93 0 55,660
Kaman Aerospace.................. Bloomfield, CT Telecommunications Nov-95 0 131,743
Kaman Aerospace.................. Bloomfield, CT Telecommunications Nov-95 0 70,544
Kaman Aerospace.................. Bloomfield, CT Telecommunications Jan-94 0 208,323
Kaman Corp....................... Boston, MA Manufacturing & Production Mar-94 1,391,054 159,268
Kapco Enterprises,Inc............ Boca Raton, FL Medical Jul-98 0 233,484
Kapco Enterprises,Inc............ Boca Raton, FL Medical Jul-98 0 233,484
Kapco Enterprises,Inc............ Boca Raton, FL Medical Jul-98 0 233,484
Kapco Enterprises,Inc............ Boca Raton, FL Medical Jul-98 0 233,484
Kapco Enterprises,Inc............ Boca Raton, FL Medical Jul-98 0 233,484
Karen Lietz...................... Ionia, NY Material Handling May-94 24,280 3,135
Keja Associates Inc.............. Vista, CA Manufacturing & Production Aug-95 0 29,942
Kent Hylton...................... Santa Paula, CA Construction Jun-96 0 56,620
Kent School Corp................. Kent, CT Telecommunications May-93 0 69,262
Kerr Steamship Company, Inc...... Rosemont, IL Telecommunications Mar-93 45,117 8,993
Kerrin Graphics &
Printing, Inc.................. Southbridge, MA Printing Sep-97 0 35,863
Keywest Instant Images........... Keywest, FL Computers Nov-92 0 25,361
Kidco Enterprises, Inc........... New York, NY Computers Mar-95 0 31,667
Kiddoo, Roger.................... Joy, IL Manufacturing & Production Jan-97 0 47,304
Kings Restaurant, Inc............ Newark, NJ Restaurant Dec-97 0 28,601
Kinkos Of Thousand Oaks.......... W. Lake Village, CA Furniture Aug-95 0 25,418
Kinnett Dairies, Inc............. Columbus, GA Manufacturing & Production Aug-94 0 361,275
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
James Hill, Inc.................. $ 39,121
James Lyver...................... 46,909
Janin Corp....................... 26,047
Jardon & Howard Technologies..... 39,743
Jaymee Housefield................ 30,539
Jefferson Harvey Paschal......... 30,796
Jetson'S Inc..................... 48,904
Jetstream Cafe................... 28,537
Jim Whitman Studios, Inc......... 39,914
Jimmy Mac'S Roadhouse Dba........ 36,861
Jo-Ann's Nut House............... 28,691
John & Frank Chaung DDS.......... 36,143
John Baird, Inc.................. 39,648
John F. Almeida Dairy............ 28,070
John Hassell's Dry Cleaning...... 30,824
John Kruse DDS................... 31,470
John M. Hulbrook................. 26,020
John Sandy Productions, Inc...... 56,633
Jones Body Shop.................. 42,058
Joseph H. Tees & Son Inc......... 27,044
Joseph P. Mccain DMD PA.......... 26,667
Joseph-Beth Booksellers Of
Ohio........................... 26,373
Joyland Country Enterprises...... 52,369
Jpr Enterprises Inc.............. 40,681
Jst Consultants, Inc............. 41,495
Juliet Cafe Billiards............ 25,428
K & K Ellsperman, Inc............ 52,077
K & M Machine Co., Inc........... 32,185
K.S. Fashions Inc................ 37,210
Kallmart Telecom, Inc............ 49,152
Kaman Aerospace.................. 276,151
Kaman Aerospace.................. 55,660
Kaman Aerospace.................. 131,743
Kaman Aerospace.................. 70,544
Kaman Aerospace.................. 208,323
Kaman Corp....................... 1,550,321
Kapco Enterprises,Inc............ 233,484
Kapco Enterprises,Inc............ 233,484
Kapco Enterprises,Inc............ 233,484
Kapco Enterprises,Inc............ 233,484
Kapco Enterprises,Inc............ 233,484
Karen Lietz...................... 27,415
Keja Associates Inc.............. 29,942
Kent Hylton...................... 56,620
Kent School Corp................. 69,262
Kerr Steamship Company, Inc...... 54,110
Kerrin Graphics &
Printing, Inc.................. 35,863
Keywest Instant Images........... 25,361
Kidco Enterprises, Inc........... 31,667
Kiddoo, Roger.................... 47,304
Kings Restaurant, Inc............ 28,601
Kinkos Of Thousand Oaks.......... 25,418
Kinnett Dairies, Inc............. 361,275
</TABLE>
B-84
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Klein Rubbish Removal............ Sarasota, FL Material Handling Mar-93 $ 0 $ 42,636
Knight-Ridder, Inc............... Washington, DC Printing Mar-93 0 25,689
KNNC-FM.......................... Georgetown, TX Audio Equipment Nov-92 0 29,938
Koerner, Silberberg & Weiner,
Llp............................ New York, NY Furniture Aug-97 0 51,622
Koman Sportswear Manufacturing... Carlstadt, NJ Computers Mar-95 0 35,731
Komplete Packaging Service....... Arlington, TX Manufacturing & Production Dec-97 0 34,571
Kouri Capital Group, Inc......... New York, NY Computers May-94 24,132 2,628
Kurzweil Applied Intelligence.... Waltham, MA Computers Mar-93 0 46,598
Kustaards Ltd.................... Bethel, CT Fixtures Aug-95 0 49,980
L & N Label Co., Inc............. Clearwater, FL Printing Mar-94 0 33,526
L.A. Food Services............... Sommerville, NJ Restaurant Nov-97 0 78,586
L.J. Construction, Inc........... S. Brunswick, NC Construction Sep-97 0 44,931
La Bella Sausage, Inc............ Brooksville, FL Fixtures Nov-96 0 52,779
La Parisienne Bakery, Inc........ Austin, TX Restaurant Nov-92 0 29,234
Laminaide, Inc................... Bayshore, NY Manufacturing & Production Oct-97 0 42,348
Landsdale Hotel Assoc. Lp T/A
Norfalk........................ Norfolk, VA Retail Oct-97 0 39,319
Lane Foods, Inc.................. Providence, RI Restaurant Mar-93 0 39,811
Lane Randolph.................... New Castle, DE Transportation Mar-93 0 39,868
Latham Tire...................... St. Louis, MO Automotive Feb-93 0 37,371
Lawrence Delights Dba,
Le-Liban....................... Atlanta, GA Restaurant Dec-97 0 33,981
Lawrence Friedman................ Brooklyn, NY Furniture Mar-93 0 48,739
Lawrence Ob-Gyn.................. Windsor, CT Medical Mar-93 0 47,062
Lechters, Inc.................... Harrison, NJ Copiers Mar-93 0 60,876
Lee Family Clinic................ Durant, OK Computers Aug-96 0 25,945
Legal Eagles Copy Service........ Irvine, CA Copiers Nov-92 0 29,195
Lenders Bagel Bakery............. West Haven, CT Computers Mar-93 0 49,402
Lester Telemarketing, Inc........ Branford, CT Computers Dec-97 0 45,705
Life Reassurance Corp. of
America........................ Stamford, CT Telecommunications Mar-93 0 48,004
Lilyblad Petroleum, Inc.......... Tacoma, WA Sanitation Mar-93 0 32,085
Linc Systems Corp................ Bloomfield, CT Computers Mar-93 0 52,621
Linguistic Systems, Inc.......... Cambridge, MA Printing Mar-93 0 33,176
Lino Press....................... New York, NY Manufacturing & Production Aug-95 0 49,039
Little Angel Foods, Inc.......... Daytona Beach, FL Restaurant Jan-98 0 58,027
LNS Group, Inc................... Yantic, CT Telecommunications May-93 0 34,809
Load Star, Inc................... Lavonia, GA Computers Mar-93 0 34,963
Lo-Est Printing Co., Inc......... Carmel, IN Computers Mar-93 0 31,658
Loh Corporation.................. Arlington, TX Computers Apr-95 0 42,005
Long Beach Acceptance Corp....... Paramus, NJ Computers Dec-97 0 345,530
Long Beach Acceptance Corp....... Oradell, NJ Computers Mar-97 0 366,242
Long View Dyeing & Finishing
Corp........................... Hickory, NC Manufacturing & Production Oct-97 0 28,349
Longford Homes of
Nevada, Inc.................... Las Vegas, NV Computers Nov-92 0 26,524
Louis Frey Co., Inc.............. New York, NY Computers Mar-93 0 39,059
Louis Vinagro.................... Johnston, RI Construction Mar-93 0 45,714
Louis Vinagro.................... Johnston, RI Manufacturing & Production Mar-93 0 58,707
Lowes Service Center, Inc........ Northborough, MA Automotive Jan-98 0 86,125
Lung Diagnostics, Inc............ Glenridge, NJ Medical Sep-96 0 35,492
Lustig & Brown................... Buffalo, NY Computers Sep-96 0 45,976
M.B.R.Management Corp............ St.Charles, MO Fixtures Oct-98 0 284,022
Mac Scan, Inc.................... Monterey Park, CA Computers Nov-96 0 27,617
Machining Center Dba, Paul
Gajda.......................... Slippery Rock, PA Manufacturing & Production Dec-97 0 43,539
Madeux Vending................... Fernandina, FL Restaurant Nov-92 0 30,824
Madison Board of Education....... Madison, CT Computers Mar-93 0 56,540
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Klein Rubbish Removal............ $ 42,636
Knight-Ridder, Inc............... 25,689
KNNC-FM.......................... 29,938
Koerner, Silberberg & Weiner,
Llp............................ 51,622
Koman Sportswear Manufacturing... 35,731
Komplete Packaging Service....... 34,571
Kouri Capital Group, Inc......... 26,759
Kurzweil Applied Intelligence.... 46,598
Kustaards Ltd.................... 49,980
L & N Label Co., Inc............. 33,526
L.A. Food Services............... 78,586
L.J. Construction, Inc........... 44,931
La Bella Sausage, Inc............ 52,779
La Parisienne Bakery, Inc........ 29,234
Laminaide, Inc................... 42,348
Landsdale Hotel Assoc. Lp T/A
Norfalk........................ 39,319
Lane Foods, Inc.................. 39,811
Lane Randolph.................... 39,868
Latham Tire...................... 37,371
Lawrence Delights Dba,
Le-Liban....................... 33,981
Lawrence Friedman................ 48,739
Lawrence Ob-Gyn.................. 47,062
Lechters, Inc.................... 60,876
Lee Family Clinic................ 25,945
Legal Eagles Copy Service........ 29,195
Lenders Bagel Bakery............. 49,402
Lester Telemarketing, Inc........ 45,705
Life Reassurance Corp. of
America........................ 48,004
Lilyblad Petroleum, Inc.......... 32,085
Linc Systems Corp................ 52,621
Linguistic Systems, Inc.......... 33,176
Lino Press....................... 49,039
Little Angel Foods, Inc.......... 58,027
LNS Group, Inc................... 34,809
Load Star, Inc................... 34,963
Lo-Est Printing Co., Inc......... 31,658
Loh Corporation.................. 42,005
Long Beach Acceptance Corp....... 345,530
Long Beach Acceptance Corp....... 366,242
Long View Dyeing & Finishing
Corp........................... 28,349
Longford Homes of
Nevada, Inc.................... 26,524
Louis Frey Co., Inc.............. 39,059
Louis Vinagro.................... 45,714
Louis Vinagro.................... 58,707
Lowes Service Center, Inc........ 86,125
Lung Diagnostics, Inc............ 35,492
Lustig & Brown................... 45,976
M.B.R.Management Corp............ 284,022
Mac Scan, Inc.................... 27,617
Machining Center Dba, Paul
Gajda.......................... 43,539
Madeux Vending................... 30,824
Madison Board of Education....... 56,540
</TABLE>
B-85
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Magnetek Century Electric........ St. Louis, MO Telecommunications Dec-92 $ 25,906 $ 2,385
Magnitude Eight Productions...... Arieta, CA Audio Equipment Aug-97 0 59,823
Magnolia Studios, Inc............ Burbank, CA Audio Equipment Nov-97 0 61,871
Management Professional.......... Redondo Beach, CA Computers May-93 0 27,082
Manchester Ob/Gyn Associates..... Windsor, CT Medical Mar-93 0 43,662
Mancuso Sr. Inc.................. Houston, TX Manufacturing & Production Feb-96 0 35,600
Mandell Armor Design &
Mfg, Inc....................... Phoenix, AZ Manufacturing & Production Aug-97 0 54,192
Manhattan Cable Television....... New York, NY Copiers Mar-93 0 41,371
Manufacturer's Lease Company..... Norwalk, CT Printing Mar-93 0 40,538
Manzo Contracting Co............. Old Bridge, NJ Construction Aug-96 0 55,252
Marikina Engineers............... West Haven, CT Construction Mar-93 0 32,958
Marine Container, Inc............ Los Angeles, CA Computers Jul-93 0 25,899
Marine Mgt Systems............... Stamford, CT Computers May-96 0 33,038
Mario J. Dominquez, DC........... La Puente, CA Medical Mar-95 0 25,922
Marios Of Boca Dba............... Boca Raton, FL Restaurant Dec-96 0 59,923
Mario'S Of Boca Dba,
M.O.B., Inc.................... Boca Raton, FL Retail Dec-97 0 25,899
Market Street Grill.............. Columbus, OH Computers Nov-92 0 26,808
Maro Electronic's................ Bristol, PA Audio Equipment Jun-93 0 27,123
Marshall Real Sign Co. Dba Real
Sign Co........................ Chicago, IL Manufacturing & Production Oct-97 0 31,052
Martin Mcgrath DPM............... New York, NY Medical Aug-95 0 30,379
Martin'S, Inc.................... Baltimore, MD Fixtures Sep-97 0 334,930
Marymount University............. Arlington, VA Retail Mar-93 0 40,501
Marymount University............. Arlington, VA Retail Mar-93 0 28,867
Masco Corporation of Indiana..... Cumberland, IN Computers Mar-93 0 28,127
Mashantucket Pequot Gaming....... Ledyard, CT Computers Mar-93 0 35,365
Mashantucket Pequot Gaming....... Ledyard, CT Computers Mar-93 0 28,576
Mashantucket Pequot Gaming....... Ledyard, CT Computers Mar-93 0 40,460
Mashantucket Pequot Gaming....... Ledyard, CT Fixtures Mar-93 0 44,078
Mashantucket Pequot Gaming....... Ledyard, CT Fixtures Mar-93 0 45,174
Mashantucket Pequot Gaming....... Ledyard, CT Fixtures Mar-93 0 29,456
Mashantucket Pequot Gaming....... Ledyard, CT Furniture Mar-93 0 26,271
Mashantucket Pequot Gaming....... Ledyard, CT Furniture Mar-93 0 40,895
Mashantucket Pequot Gaming....... Ledyard, CT Furniture Mar-93 0 41,487
Mashantucket Pequot Gaming....... Ledyard, CT Manufacturing & Production Mar-93 0 32,783
Mashantucket Pequot Gaming....... Ledyard, CT Photography Mar-93 0 41,581
Mashantucket Pequot Gaming....... Ledyard, CT Photography Mar-93 0 36,441
Mashantucket Pequot Gaming....... Ledyard, CT Restaurant Mar-93 0 40,352
Mashantucket Pequot Gaming....... Ledyard, CT Restaurant Mar-93 0 33,126
Mashantucket Pequot Gaming....... Ledyard, CT Telecommunications Mar-93 0 43,122
Master Power Brakes, Ltd......... Mooresville, NC Computers May-96 0 33,623
Masterweld Products.............. South Bend, IN Manufacturing & Production Nov-97 0 53,431
Mazzetti & Associates, Inc....... San Francisco, CA Computers Jul-96 0 31,565
Mc Cue Mortgage Co., Inc......... New Britain, CT Telecommunications May-93 0 36,360
McCullough Oil Service........... Glen Rock, PA Fixtures Dec-96 0 130,515
McKibben Communications.......... Chatsworth, CA Video Production Dec-96 0 31,858
Med-Com & Health Services........ Pleasantville, NJ Computers Nov-97 0 40,569
Medeast, Inc..................... Pelham Manor, NY Medical Sep-97 0 115,664
Medical Deveploment Corp Of...... Hudson, FL Medical Jan-98 0 67,679
Medical Industries Of America.... Boynton Beach, FL Computers Jan-98 0 31,543
Medserve, Inc.................... Huntington, NY Medical Jan-98 0 32,691
Medstar Inc...................... Waterbury, CT Telecommunications May-93 0 115,110
Medstar, Inc..................... Waterbury, CT Medical Nov-92 0 28,789
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Magnetek Century Electric........ $ 28,291
Magnitude Eight Productions...... 59,823
Magnolia Studios, Inc............ 61,871
Management Professional.......... 27,082
Manchester Ob/Gyn Associates..... 43,662
Mancuso Sr. Inc.................. 35,600
Mandell Armor Design &
Mfg, Inc....................... 54,192
Manhattan Cable Television....... 41,371
Manufacturer's Lease Company..... 40,538
Manzo Contracting Co............. 55,252
Marikina Engineers............... 32,958
Marine Container, Inc............ 25,899
Marine Mgt Systems............... 33,038
Mario J. Dominquez, DC........... 25,922
Marios Of Boca Dba............... 59,923
Mario'S Of Boca Dba,
M.O.B., Inc.................... 25,899
Market Street Grill.............. 26,808
Maro Electronic's................ 27,123
Marshall Real Sign Co. Dba Real
Sign Co........................ 31,052
Martin Mcgrath DPM............... 30,379
Martin'S, Inc.................... 334,930
Marymount University............. 40,501
Marymount University............. 28,867
Masco Corporation of Indiana..... 28,127
Mashantucket Pequot Gaming....... 35,365
Mashantucket Pequot Gaming....... 28,576
Mashantucket Pequot Gaming....... 40,460
Mashantucket Pequot Gaming....... 44,078
Mashantucket Pequot Gaming....... 45,174
Mashantucket Pequot Gaming....... 29,456
Mashantucket Pequot Gaming....... 26,271
Mashantucket Pequot Gaming....... 40,895
Mashantucket Pequot Gaming....... 41,487
Mashantucket Pequot Gaming....... 32,783
Mashantucket Pequot Gaming....... 41,581
Mashantucket Pequot Gaming....... 36,441
Mashantucket Pequot Gaming....... 40,352
Mashantucket Pequot Gaming....... 33,126
Mashantucket Pequot Gaming....... 43,122
Master Power Brakes, Ltd......... 33,623
Masterweld Products.............. 53,431
Mazzetti & Associates, Inc....... 31,565
Mc Cue Mortgage Co., Inc......... 36,360
McCullough Oil Service........... 130,515
McKibben Communications.......... 31,858
Med-Com & Health Services........ 40,569
Medeast, Inc..................... 115,664
Medical Deveploment Corp Of...... 67,679
Medical Industries Of America.... 31,543
Medserve, Inc.................... 32,691
Medstar Inc...................... 115,110
Medstar, Inc..................... 28,789
</TABLE>
B-86
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Mee Mee Bakery................... San Francisco, CA Restaurant Sep-96 $ 0 $ 35,995
Mefa, Inc........................ Medford, MA Manufacturing & Production Nov-92 0 31,429
Megawats Dba, Saladin Westco..... San Francisco, CA Computers Dec-97 0 429,880
Mei-Chi-Na Beauty
International, Inc............. Irvine, CA Retail Oct-97 0 27,337
Meikejohn & Stone Clinic Pc...... Windsor, CT Medical Mar-93 0 53,763
Meirose & Friscia, P.A........... Tampa, FL Computers Nov-96 0 38,362
Mekka Java....................... San Diego, CA Restaurant Nov-92 0 27,416
Melvin J.Kordon, MD PA........... Ellicott City, MD Medical Nov-92 0 28,945
Meridian Off-Road
Center, Inc.................... Butler, PA Automotive Jan-98 0 38,733
Merlin Printing, Inc............. Amityville, NY Computers Jan-98 0 29,262
Mesh, Inc........................ Iselin, NJ Restaurant Mar-93 0 27,921
Met Food & Jan Food Corp Dba Swf
Food........................... Jackson Heigh, TS NY Fixtures Oct-97 0 50,581
Met Life Insurance Co............ Clayton, MO Furniture Feb-94 0 37,773
Metal Leve....................... Ann Arbor, MI Manufacturing & Production Sep-93 256,817 61,114
Metal Leve....................... Ann Arbor, MI Manufacturing & Production Sep-93 241,282 54,650
Metal Leve....................... Ann Arbor, MI Manufacturing & Production Sep-93 1,856,605 425,263
Metal Leve....................... Ann Arbor, MI Manufacturing & Production Sep-93 963,924 220,375
Metal Leve....................... Ann Arbor, MI Manufacturing & Production Sep-93 590,764 134,986
Metal Leve....................... Ann Arbor, MI Manufacturing & Production Sep-93 504,410 115,125
Metal Leve....................... Ann Arbor, MI Manufacturing & Production Sep-93 176,119 30,921
Metal Leve....................... Ann Arbor, MI Manufacturing & Production Sep-93 1,636,613 389,489
Metric Display Corp. Dba,........ Providence, RI Manufacturing & Production Feb-98 0 29,595
Metrology Systems, Inc........... Santa Ana, CA Manufacturing & Production Aug-93 0 29,446
Mhd, Inc......................... Wingate, TX Fixtures Oct-97 0 46,655
Michael Gulotta DDS.............. Holtsville, NY Medical Aug-95 0 25,070
Microgenesys, Inc................ Meriden, CT Computers Mar-93 0 32,634
Microgenesys, Inc................ Meriden, CT Manufacturing & Production Mar-93 0 27,458
Microgenesys, Inc................ Meriden, CT Manufacturing & Production Mar-93 0 53,737
Microgenesys, Inc................ Meriden, CT Manufacturing & Production Mar-93 0 34,763
Microgenesys, Inc................ Meriden, CT Material Handling Mar-93 0 37,064
Micrographic Imaging............. Cameron Park, CA Printing Oct-96 0 31,114
Microwave Satellite.............. Wycoff, NJ Computers Mar-93 0 37,346
Microwave Satellite
Technologies................... Wyckoff, NJ Telecommunications Mar-96 0 49,538
Mid America Truck & Equip........ Rosemont, IL Material Handling Aug-95 0 29,476
Minute Mart Dba Breaux's Mart.... Lafayette, LA Computers May-93 0 57,277
Mirkin'S Ideal Cleaning.......... Springfield, MA Manufacturing & Production Aug-95 0 30,185
Mission Fitness Center........... Mission, KS Furniture Nov-92 0 28,092
Mission Fitness Center........... Mission, KS Office Equipment Nov-92 0 29,404
Mntn Comprehensive Health........ Whitesbury, KY Computers Aug-96 0 25,864
Mobile Clean, Inc................ Adel, IA Construction Oct-97 0 55,667
Mobile Imaging................... Smithtown, NY Medical Oct-96 0 50,736
Mobile Radiology Services........ Philadelphia, PA Medical Aug-95 0 42,109
Mohawk Ltd....................... Chadwicks, NY Manufacturing & Production Aug-95 0 33,624
Mold Clinic Inc.................. West Union, SC Computers Oct-96 0 26,652
Mona Lisa Bakery................. Brooklyn, NY Manufacturing & Production Nov-96 0 32,391
Money Concepts, Inc.............. Dallas, TX Computers Nov-97 0 44,014
Monmouth Mower, Inc.............. Middletown, NJ Computers Jun-93 0 28,614
Moore Special Tool Co............ Bridgeport, CT Telecommunications May-93 0 92,193
Morande Ford, Inc................ Berlin, CT Telecommunications May-93 0 45,398
Moreau & Moreau.................. South Barre, VT Fixtures Jul-96 0 102,455
Morgan's Creative Restaurant..... Brachwood, OH Restaurant Dec-94 0 205,463
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- -----------
<S> <C>
Mee Mee Bakery................... $ 35,995
Mefa, Inc........................ 31,429
Megawats Dba, Saladin Westco..... 429,880
Mei-Chi-Na Beauty
International, Inc............. 27,337
Meikejohn & Stone Clinic Pc...... 53,763
Meirose & Friscia, P.A........... 38,362
Mekka Java....................... 27,416
Melvin J.Kordon, MD PA........... 28,945
Meridian Off-Road
Center, Inc.................... 38,733
Merlin Printing, Inc............. 29,262
Mesh, Inc........................ 27,921
Met Food & Jan Food Corp Dba Swf
Food........................... 50,581
Met Life Insurance Co............ 37,773
Metal Leve....................... 317,931
Metal Leve....................... 295,931
Metal Leve....................... 2,281,868
Metal Leve....................... 1,184,300
Metal Leve....................... 725,751
Metal Leve....................... 619,534
Metal Leve....................... 207,040
Metal Leve....................... 2,026,102
Metric Display Corp. Dba,........ 29,595
Metrology Systems, Inc........... 29,446
Mhd, Inc......................... 46,655
Michael Gulotta DDS.............. 25,070
Microgenesys, Inc................ 32,634
Microgenesys, Inc................ 27,458
Microgenesys, Inc................ 53,737
Microgenesys, Inc................ 34,763
Microgenesys, Inc................ 37,064
Micrographic Imaging............. 31,114
Microwave Satellite.............. 37,346
Microwave Satellite
Technologies................... 49,538
Mid America Truck & Equip........ 29,476
Minute Mart Dba Breaux's Mart.... 57,277
Mirkin'S Ideal Cleaning.......... 30,185
Mission Fitness Center........... 28,092
Mission Fitness Center........... 29,404
Mntn Comprehensive Health........ 25,864
Mobile Clean, Inc................ 55,667
Mobile Imaging................... 50,736
Mobile Radiology Services........ 42,109
Mohawk Ltd....................... 33,624
Mold Clinic Inc.................. 26,652
Mona Lisa Bakery................. 32,391
Money Concepts, Inc.............. 44,014
Monmouth Mower, Inc.............. 28,614
Moore Special Tool Co............ 92,193
Morande Ford, Inc................ 45,398
Moreau & Moreau.................. 102,455
Morgan's Creative Restaurant..... 205,463
</TABLE>
B-87
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Morgan's Creative Restaurant... Beachwood, OH Restaurant Nov-94 $ 0 $ 191,984
Mt Administrative Corp......... Roswell, NM Restaurant Dec-96 0 46,940
Murphy & Beane................. New London, CT Telecommunications Mar-93 0 34,887
Mutnick Productions............ Santa Monica, CA Video Production Sep-96 0 54,449
N & N Petroleum, Inc........... Pelham, NH Fixtures Jan-97 0 270,523
N & T Supermarkets Inc......... Warminster, PA Retail Aug-95 0 31,866
Nassau Mobil, LLC.............. Nassau, NY Fixtures Mar-96 0 56,035
National Bio Systems, Inc...... Rockville, MD Copiers Mar-93 0 44,574
National Sales
Services, Inc................ Danbury, CT Computers Feb-97 0 41,485
National Tele-
Communications, Inc.......... Bloomfield, NJ Computers Sep-97 0 363,630
Natural Pantry................. Simi Valley, CA Environmental Nov-92 0 25,027
Nature Labs,Llc................ Wichita Falls, TX Manufacturing & Production Oct-98 0 49,346
Nedlloyd Unitrans.............. Duesseldorf, Germany Material Handling Jun-97 0 724,982
Nelco Rehab. Medical
Services..................... Jackson Heights, NY Computers Aug-95 0 38,811
Neptune Dental Associates...... Brooklyn, NY Medical Aug-95 0 35,976
Network Programs Network
Machines, Inc................ Piscataway, NJ Computers Oct-97 0 51,172
Neumonics, Inc................. Hopkinton, MA Computers Mar-93 0 25,436
New Age Auto Repair............ Culver City, CA Automotive Nov-97 0 43,444
New Britain Memorial
Hospital..................... New Britain, CT Telecommunications Mar-93 0 48,190
New Canaan Public Schools...... New Canaan, CT Telecommunications Mar-93 0 29,708
New Country Motors Cars........ Hartford, CT Telecommunications Dec-95 0 27,644
New Horizons Computer
Learning..................... Metairie, LA Computers Nov-97 0 27,183
New Mexico Eye Clinic.......... Albuquerque, NM Medical May-94 43,200 5,269
New Opportunities.............. Waterbury, CT Telecommunications Mar-93 0 39,030
New Wave Graphics.............. Costa Mesa, CA Computers Nov-92 0 29,982
New York Institute............. Tarrytown, NY Computers Mar-93 0 52,840
Nidec Corporation.............. Torrington, CT Telecommunications May-93 0 48,477
Nissa High Resolution Cmyk..... Woodland Hill, S CA Copiers Dec-97 0 29,743
Nistico Inc.................... Yonkers, NY Restaurant Sep-97 0 38,514
Nordberg Capital Inc........... New York, NY Computers Aug-95 0 26,936
Normandy Station, Inc.......... Sanford, FL Medical Mar-93 0 41,866
North Aurora Inn, Inc.......... North Aurora, IL Fixtures Dec-96 0 30,482
North Central
Broadcasting, Inc............ Nappanee, IN Furniture Nov-92 0 25,828
North Island
Amusement, Inc............... Conway, SC Fixtures Sep-97 0 46,838
Northeast Nuclear Energy Co.... Hartford, CT Telecommunications May-93 0 776,263
Nos Communications, Inc........ Bethesda, MD Computers Aug-97 0 229,916
Novametrix Medical............. Wallingford, CT Telecommunications May-96 0 28,317
Novametrix Medical
Sys. Inc..................... Wallingford, CT Telecommunications May-93 0 62,676
NTN Communications, Inc........ Carsbad, CA Telecommunications Oct-96 0 1,137,500
Oak Park Electronics........... Raleigh, NC Computers Nov-92 0 26,707
Oakdale Images Inc............. Binghamton, NY Video Production Nov-96 0 55,008
Oakdale Locksmith.............. Oakdale, CA Manufacturing & Production Apr-93 0 26,398
Oakdale Printing Company....... Detroit, MI Printing Nov-97 0 75,000
Oaks Mill, Inc................. Gainsville, FL Retail May-96 0 28,814
Oakwood Card & Gifts........... Edison, NJ Fixtures Nov-92 0 28,886
Ob-Gyn Associates of
Arlington.................... Windsor, CT Medical Mar-93 0 44,475
Ob-Gyn Columbus................ Windsor, CT Medical Mar-93 0 50,961
Obstetrics & Gynecolgoy........ Windsor, CT Medical Mar-93 0 38,828
Old World Foods, Inc. &
Spaghetti.................... Portland, OR Restaurant Jan-97 0 44,710
Oldies 98 Diner................ Bartlett, TN Restaurant Nov-92 0 28,102
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Morgan's Creative Restaurant... $ 191,984
Mt Administrative Corp......... 46,940
Murphy & Beane................. 34,887
Mutnick Productions............ 54,449
N & N Petroleum, Inc........... 270,523
N & T Supermarkets Inc......... 31,866
Nassau Mobil, LLC.............. 56,035
National Bio Systems, Inc...... 44,574
National Sales
Services, Inc................ 41,485
National Tele-
Communications, Inc.......... 363,630
Natural Pantry................. 25,027
Nature Labs,Llc................ 49,346
Nedlloyd Unitrans.............. 724,982
Nelco Rehab. Medical
Services..................... 38,811
Neptune Dental Associates...... 35,976
Network Programs Network
Machines, Inc................ 51,172
Neumonics, Inc................. 25,436
New Age Auto Repair............ 43,444
New Britain Memorial
Hospital..................... 48,190
New Canaan Public Schools...... 29,708
New Country Motors Cars........ 27,644
New Horizons Computer
Learning..................... 27,183
New Mexico Eye Clinic.......... 48,469
New Opportunities.............. 39,030
New Wave Graphics.............. 29,982
New York Institute............. 52,840
Nidec Corporation.............. 48,477
Nissa High Resolution Cmyk..... 29,743
Nistico Inc.................... 38,514
Nordberg Capital Inc........... 26,936
Normandy Station, Inc.......... 41,866
North Aurora Inn, Inc.......... 30,482
North Central
Broadcasting, Inc............ 25,828
North Island
Amusement, Inc............... 46,838
Northeast Nuclear Energy Co.... 776,263
Nos Communications, Inc........ 229,916
Novametrix Medical............. 28,317
Novametrix Medical
Sys. Inc..................... 62,676
NTN Communications, Inc........ 1,137,500
Oak Park Electronics........... 26,707
Oakdale Images Inc............. 55,008
Oakdale Locksmith.............. 26,398
Oakdale Printing Company....... 75,000
Oaks Mill, Inc................. 28,814
Oakwood Card & Gifts........... 28,886
Ob-Gyn Associates of
Arlington.................... 44,475
Ob-Gyn Columbus................ 50,961
Obstetrics & Gynecolgoy........ 38,828
Old World Foods, Inc. &
Spaghetti.................... 44,710
Oldies 98 Diner................ 28,102
</TABLE>
B-88
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Olympian Discount
Mart, Inc.................... Los Angeles, CA Fixtures Oct-97 $ 0 $ 52,760
Omni Surgical Cupply........... Farmingdale, NY Office Equipment May-96 0 117,539
On Line Data, Inc.............. Richardson, TX Computers Mar-93 0 27,576
On Site Deland, Inc............ Altamonte Springs, FL Telecommunications Mar-93 0 35,575
On Site Dyer Square, Inc....... Altamonte Springs, FL Telecommunications Mar-93 0 39,329
Onty Casting Corp.............. New York, NY Manufacturing & Production Oct-97 0 28,324
Orange Police.................. Orange, CT Telecommunications Mar-93 0 33,493
Orient Exquisite............... Orlando, FL Fixtures Apr-96 0 53,913
Our Front Porch................ Pittsford, NY Computers Jun-93 0 29,125
Oxford Health Plans Inc........ Norwalk, CT Computers Apr-98 0 2,133,466
Oxford Health Plans, Inc....... Norwalk, CT Computers Jul-98 3,575,197 284,233
Oxford Health Plans, Inc....... Norwalk, CT Computers Sep-98 733,855 50,542
Oyster River
Petroleum, Inc............... West Haven, CT Transportation Mar-93 0 33,045
Ozone Diagnostics Inc.......... Ozone Park, NY Medical Aug-95 0 27,759
P.D. Ricci..................... Kent, NY Construction Feb-98 0 34,414
P.M.Place Stores Company....... Bethany, MO Material Handling Oct-98 0 201,186
Pacific Access Computers....... Rancho Cordova, CA Computers Jan-97 0 36,537
Pacific Bagel.................. Rancho Margarita, CA Restaurant Jun-96 0 220,000
Pacific Bagel Partners......... Rancho Margarita, CA Restaurant May-96 0 220,000
Pacific Diezo Products......... Gardenia, CA Fixtures Nov-97 0 51,870
Pacific Shore Funding.......... Lake Forest, CA Furniture Dec-97 0 66,733
Palestrini Film
Editing, Inc................. New York, NY Video Production Mar-93 0 30,290
Palm Beach Kennel Club......... W.Palm Beach, FL Telecommunications Jan-97 0 29,457
Panagos Services
Station, Inc................. Queens Village, NY Automotive Mar-93 0 37,489
Panama City Disposal, Inc...... Panama City, FL Construction Aug-97 0 54,509
Panaram International.......... Belleville, NJ Automotive Oct-96 0 34,890
Panoram Technologies Inc....... Burbank, CA Video Production Jan-97 0 51,147
Papa Kelsey's Pizza............ Twin Falls, ID Restaurant Nov-92 0 28,098
Paragon Receivable Management
Group, Inc................... Goose Creek, SC Computers Sep-97 0 50,899
Paragon Steak House............ San Diego, CA Restaurant Dec-93 0 412,517
Paragon Steak House............ San Diego, CA Restaurant Dec-93 0 427,214
Paragon Steakhouse
Restaurant................... San Diego, CA Furniture Jul-94 326,431 38,238
Paragon Steakhouse
Restaurant................... San Diego, CA Furniture Oct-94 390,849 45,968
Paragon Steakhouse
Restaurant................... San Diego, CA Restaurant Dec-94 395,347 46,582
Paragon Steakhouse
Restaurant................... San Diego, CA Restaurant May-94 781,885 91,434
Paragon Steakhouse
Restaurant................... San Diego, CA Restaurant Sep-94 418,639 48,960
Paragon Steakhouse
Restaurant................... San Diego, CA Restaurant Mar-95 1,944,996 138,637
Paragon Steakhouse
Restaurant................... San Diego, CA Restaurant Nov-94 269,224 31,488
Paragon Steakhouse
Restaurant................... San Diego, CA Restaurant Jan-95 79,578 5,892
Paragon Steakhouse
Restaurant................... San Diego, CA Restaurant Apr-95 186,883 21,789
Parctec, Inc................... New York, NY Retail Dec-93 39,158 3,565
Parctec, Inc................... New York, NY Retail Dec-93 79,437 7,231
Parctec, Inc................... New York, NY Retail Nov-93 88,165 7,670
Parctec, Inc................... New York, NY Retail Dec-93 83,894 7,299
Parctec, Inc................... New York, NY Retail Nov-93 40,752 3,545
Parctec, Inc................... New York, NY Retail Dec-93 119,197 10,851
Parctec, Inc................... New York, NY Retail Dec-93 41,400 3,769
Parctec, Inc................... New York, NY Retail Dec-93 131,040 11,400
Parctec, Inc................... New York, NY Retail Dec-93 74,954 6,823
Parctec, Inc................... New York, NY Retail Dec-93 321,220 29,242
Parctec, Inc................... New York, NY Retail Dec-93 49,912 4,544
Parctec, Inc................... New York, NY Retail Nov-93 203,367 17,693
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Olympian Discount
Mart, Inc.................... $ 52,760
Omni Surgical Cupply........... 117,539
On Line Data, Inc.............. 27,576
On Site Deland, Inc............ 35,575
On Site Dyer Square, Inc....... 39,329
Onty Casting Corp.............. 28,324
Orange Police.................. 33,493
Orient Exquisite............... 53,913
Our Front Porch................ 29,125
Oxford Health Plans Inc........ 2,133,466
Oxford Health Plans, Inc....... 3,859,430
Oxford Health Plans, Inc....... 784,397
Oyster River
Petroleum, Inc............... 33,045
Ozone Diagnostics Inc.......... 27,759
P.D. Ricci..................... 34,414
P.M.Place Stores Company....... 201,186
Pacific Access Computers....... 36,537
Pacific Bagel.................. 220,000
Pacific Bagel Partners......... 220,000
Pacific Diezo Products......... 51,870
Pacific Shore Funding.......... 66,733
Palestrini Film
Editing, Inc................. 30,290
Palm Beach Kennel Club......... 29,457
Panagos Services
Station, Inc................. 37,489
Panama City Disposal, Inc...... 54,509
Panaram International.......... 34,890
Panoram Technologies Inc....... 51,147
Papa Kelsey's Pizza............ 28,098
Paragon Receivable Management
Group, Inc................... 50,899
Paragon Steak House............ 412,517
Paragon Steak House............ 427,214
Paragon Steakhouse
Restaurant................... 364,669
Paragon Steakhouse
Restaurant................... 436,817
Paragon Steakhouse
Restaurant................... 441,929
Paragon Steakhouse
Restaurant................... 873,319
Paragon Steakhouse
Restaurant................... 467,599
Paragon Steakhouse
Restaurant................... 2,083,633
Paragon Steakhouse
Restaurant................... 300,712
Paragon Steakhouse
Restaurant................... 85,470
Paragon Steakhouse
Restaurant................... 208,672
Parctec, Inc................... 42,723
Parctec, Inc................... 86,669
Parctec, Inc................... 95,836
Parctec, Inc................... 91,192
Parctec, Inc................... 44,298
Parctec, Inc................... 130,048
Parctec, Inc................... 45,168
Parctec, Inc................... 142,440
Parctec, Inc................... 81,778
Parctec, Inc................... 350,462
Parctec, Inc................... 54,456
Parctec, Inc................... 221,059
</TABLE>
B-89
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Parker Oil Co., Inc............ South Hill, VA Fixtures Dec-96 $ 0 $ 320,737
Parkside Mill, Inc............. Atlanta, GA Retail Jul-96 0 49,393
Parkview Nursing Home.......... Bountiful, UT Manufacturing & Production Nov-92 0 31,620
Parthenon Glass, Inc........... Brooklyn, NY Manufacturing & Production Jan-98 0 28,153
Pasta Blitz, Inc............... Rockaway, NJ Restaurant Mar-93 0 49,972
Pathmark Stores Inc............ Carteret, NJ Fixtures Mar-98 0 745,612
Patterson Country Club......... Fairfield, CT Telecommunications May-93 0 31,844
Paul Evans..................... Germantown, MD Transportation Mar-93 0 55,519
Paul Evans..................... Germantown, MD Transportation Mar-93 0 57,517
Paul Robinson.................. Cannon Falls, NM Agriculture Feb-95 0 35,080
Pct Services................... Tucker, GA Manufacturing & Production Jun-93 0 28,348
PDH Enterprises, Inc........... Merrifield, VA Restaurant Mar-93 0 42,591
PDH Enterprises, Inc........... Merrifield, VA Restaurant Mar-93 0 48,624
PDH Enterprises, Inc........... Merrifield, VA Restaurant Mar-93 0 48,853
PDH Enterprises, Inc........... Merrifield, VA Restaurant Mar-93 0 49,577
PDH Enterprises, Inc........... Merrifield, VA Restaurant Mar-93 0 46,337
Peacock Cleaners............... San Marcos, CA Sanitation Nov-92 0 31,460
Pegasus Communications......... Encino, CA Video Production Jul-96 0 54,422
Penguin Natural Foods.......... San Francisco, CA Manufacturing & Production Dec-96 0 45,161
Peninsula Beauty Supply........ Burlingme, CA Retail Oct-96 0 27,419
Peninsular Printing............ Daytona Beach, FL Manufacturing & Production Jun-94 36,636 4,198
Penn National Race Course...... Grantville, PA Computers Mar-93 0 30,377
Penncro Asociates, Inc......... Southhampton, PA Computers Feb-98 0 65,477
Perfect Impressions Hair
Salon........................ Greenville, NC Fixtures Nov-92 0 27,609
Perma-Fix Environmental........ Gainsville, FL Environmental Oct-98 0 207,307
Perry & Perry, Inc............. Rockland, MA Sanitation May-96 0 32,278
Pet Foods Plus, Inc............ Houston, TX Furniture Mar-93 0 34,822
Peterson's Guides, Inc......... Princeton, NJ Computers Mar-93 0 34,845
Philbrick Booth &
Spencer, Inc................. Hartford, CT Construction Mar-93 0 34,674
Phillips Medical Systems
North........................ Shelton, CT Telecommunications May-93 0 558,853
Phillips Medical Systems
North........................ Shelton, CT Telecommunications May-93 0 75,647
Phillips Medical Systems
North........................ Shelton, CT Transportation May-93 0 233,501
Phipps Construction Dba,....... Siloam Springs, AR Manufacturing & Production Jan-98 0 68,131
Phone Power, Inc............... San Antonio, TX Office Equipmnt Oct-98 0 41,862
Photo Price Dba, Sang Rok Kim.. Van Nuys, CA Photography Jan-98 0 76,201
Photocircuits.................. Glen Cove, NY Manufacturing & Production Apr-96 0 2,738,693
Photonika Inc.................. Richmond Hill, NY Manufacturing & Production Aug-95 0 52,556
Physical Therapy Services...... Leesville, LA Medical Aug-95 0 47,272
Physiologic Reps............... Glendale, CA Manufacturing & Production Mar-93 0 42,553
Physiques Unlimited, Inc....... Belleville, NJ Medical Mar-93 0 31,341
Physiques Unlimited, Inc....... Belleville, NJ Medical Mar-93 0 35,380
Piedmont Tool & Supply
Co.,Inc...................... Bowling Green, SC Fixtures Jan-98 0 28,730
Pinski Weiner Grasso, MD....... Windsor, CT Medical Mar-93 0 41,481
Pizza Innovative Equipment
Co........................... Rancho Cordova, CA Restaurant Nov-92 0 25,351
Pizzas By Marchelloni.......... Mesa, AZ Restaurant Oct-98 0 74,099
Pk Graphics, Inc............... Clarksville, MD Computers Sep-97 0 33,330
Plainfield Medical Center...... Windsor, CT Medical Mar-93 0 46,899
Planet Video, Inc.............. Waukesha, WI Fixtures Oct-97 0 53,954
Pleasanton Hilton.............. Pleasanton, CA Telecommunications. Oct-98 0 387,640
Poli-Twine Western, Inc........ Dead Deal Manufacturing & Production Mar-95 1,082,910 92,090
Poly Tech Industries, Inc...... Madison Heights, MI Computers Mar-93 0 28,085
Polygraphex Systems, Inc....... Clearwater, FL Computers Sep-97 0 86,475
Postma Dairy................... Stephenville, TX Agriculture Sep-97 0 29,159
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Parker Oil Co., Inc............ $ 320,737
Parkside Mill, Inc............. 49,393
Parkview Nursing Home.......... 31,620
Parthenon Glass, Inc........... 28,153
Pasta Blitz, Inc............... 49,972
Pathmark Stores Inc............ 745,612
Patterson Country Club......... 31,844
Paul Evans..................... 55,519
Paul Evans..................... 57,517
Paul Robinson.................. 35,080
Pct Services................... 28,348
PDH Enterprises, Inc........... 42,591
PDH Enterprises, Inc........... 48,624
PDH Enterprises, Inc........... 48,853
PDH Enterprises, Inc........... 49,577
PDH Enterprises, Inc........... 46,337
Peacock Cleaners............... 31,460
Pegasus Communications......... 54,422
Penguin Natural Foods.......... 45,161
Peninsula Beauty Supply........ 27,419
Peninsular Printing............ 40,834
Penn National Race Course...... 30,377
Penncro Asociates, Inc......... 65,477
Perfect Impressions Hair
Salon........................ 27,609
Perma-Fix Environmental........ 207,307
Perry & Perry, Inc............. 32,278
Pet Foods Plus, Inc............ 34,822
Peterson's Guides, Inc......... 34,845
Philbrick Booth &
Spencer, Inc................. 34,674
Phillips Medical Systems
North........................ 558,853
Phillips Medical Systems
North........................ 75,647
Phillips Medical Systems
North........................ 233,501
Phipps Construction Dba,....... 68,131
Phone Power, Inc............... 41,862
Photo Price Dba, Sang Rok Kim.. 76,201
Photocircuits.................. 2,738,693
Photonika Inc.................. 52,556
Physical Therapy Services...... 47,272
Physiologic Reps............... 42,553
Physiques Unlimited, Inc....... 31,341
Physiques Unlimited, Inc....... 35,380
Piedmont Tool & Supply
Co.,Inc...................... 28,730
Pinski Weiner Grasso, MD....... 41,481
Pizza Innovative Equipment
Co........................... 25,351
Pizzas By Marchelloni.......... 74,099
Pk Graphics, Inc............... 33,330
Plainfield Medical Center...... 46,899
Planet Video, Inc.............. 53,954
Pleasanton Hilton.............. 387,640
Poli-Twine Western, Inc........ 1,175,000
Poly Tech Industries, Inc...... 28,085
Polygraphex Systems, Inc....... 86,475
Postma Dairy................... 29,159
</TABLE>
B-90
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Precision Automotive
Engineers.................... Birmingham, AL Automotive Nov-92 $ 0 $ 26,170
Preferred Health Strategies.... Rye, NY Computers Aug-95 0 25,469
Preferred Leads................ Indianapolis, IN Computers Feb-98 0 25,591
Preferred Packaging............ San Dimas, CA Manufacturing & Production Aug-96 0 51,578
Premier Graphics, Inc.......... Phoenix, AZ Printing Oct-97 0 38,541
Presbyterian Hospital In The... New York, NY Material Handling Feb-93 76,925 6,483
Presta & Associates............ San Bruno, CA Computers Jan-98 0 37,876
Prestige Financial Services
Corp......................... Deerfield Bea, CH FL Computers Nov-97 0 33,173
Prime Energy Mgmt Corp......... Stamford, CT Telecommunications May-93 0 26,479
Prime Tanning.................. Berwick, ME Manufacturing & Production Mar-94 0 59,796
Princeton Armored Services..... Trenton, NJ Manufacturing & Production Aug-95 0 37,790
Printing Plus, Inc............. Tucson, AZ Copiers May-96 0 58,996
Pro Car Care of Garland........ Garland, TX Automotive Nov-92 0 25,738
Producto Machine
Company, Inc................. Bridgeport, CT Manufacturing & Production Mar-93 0 50,289
Professional Dental Assoc...... Franklin, MA Medical Dec-97 0 29,004
Professional Touch Answering... Grapevine, TX Computers Nov-92 0 25,738
Pro-Lign....................... Orange, CA Manufacturing & Production Aug-95 0 25,973
Pros, Inc...................... Stratford, CT Computers Mar-93 0 35,512
Pro-Tech
Manufacturing, Inc........... San Antonio, TX Computers Mar-93 0 31,754
Prudential Empire of NY........ Pomona, NY Furniture Nov-92 0 28,211
PSCU Service Centers, Inc...... Tampa, FL Computers Jul-93 0 110,031
PTC Aerospace.................. Litchfield, CT Telecommunications May-93 0 25,565
Public Petroleum Inc........... Marshfield, MA Fixtures Oct-96 0 52,025
Pulmonary Dis. Spec. Center.... Passaic, NJ Medical Aug-95 0 28,150
Purcell Natural Jojoba......... Avila Beach, CA Manufacturing & Production Jul-96 0 56,559
Pure Software Inc.............. Sunnyvale, CA Furniture Apr-93 0 94,119
Pure Software, Inc............. Sunnyvale, CA Computers Mar-93 0 124,107
Purvis Disposal................ Houston, TX Transportation Mar-93 0 57,589
Qmed, Inc...................... Laurence Harbor, NJ Furniture Mar-93 0 30,872
Quality Care Review, Inc....... Middletown, CT Computers Mar-93 0 27,033
Quality Web Dba Michael
Roach Inc.................... Gainsville, FL Computers Aug-97 0 58,303
Queen Anne Hotel............... San Francisco, CA Fixtures Jun-95 0 38,625
Quick Set Mailers, Inc......... Monroe, NY Printing Oct-97 0 38,468
R.B. Ventures, Inc............. Channelview, TX Manufacturing & Production Sep-97 0 55,247
Rain Tree Cafe................. San Francisco, CA Restaurant Dec-96 0 34,841
Rainbow Industries, Inc........ Chantilly, VA Material Handling Mar-93 0 44,799
Raje Inc....................... Ocean, NJ Medical Aug-95 0 28,724
Ralin Medical, Inc............. Buffalo Grove, IL Medical Feb-98 0 39,863
Ramada Inn Dba Lifetime
Fortunes, Inc................ Livingston, TX Furniture Aug-97 0 52,091
Ramada Inn Mystic.............. Mystic, CT Telecommunications May-93 0 54,027
Ramsey Taylor Johnston......... Windsor, CT Medical Mar-93 0 48,753
Rappoport/Metropolitan......... New York, NY Computers Mar-93 0 43,566
Ratchford & Mc Daniel.......... Windsor, CT Medical Mar-93 0 37,917
Raymond Engineering, Inc....... Middletown, CT Telecommunications May-93 0 39,102
Ray'S Machines Dba, Ray
Staples...................... Milton, NH Manufacturing & Production Nov-97 0 26,978
Re/Max Acclaimed Reality....... Cincinnati, OH Office Equipment Nov-92 0 30,844
Red Blazer Restaurant & Pub.... Concord, NH Restaurant Nov-92 0 30,824
Refuse Systems................. Cleveland, OH Construction Mar-93 0 51,059
Regan Engineering & Srvc
Corp......................... Providence, RI Manufacturing & Production May-95 0 30,268
Regency Telecommunications..... Houston, TX Computers Apr-95 0 29,883
Regina O. Hillsman MD.......... Naugatuck, CT Medical Aug-95 0 27,389
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Precision Automotive
Engineers.................... $ 26,170
Preferred Health Strategies.... 25,469
Preferred Leads................ 25,591
Preferred Packaging............ 51,578
Premier Graphics, Inc.......... 38,541
Presbyterian Hospital In The... 83,408
Presta & Associates............ 37,876
Prestige Financial Services
Corp......................... 33,173
Prime Energy Mgmt Corp......... 26,479
Prime Tanning.................. 59,796
Princeton Armored Services..... 37,790
Printing Plus, Inc............. 58,996
Pro Car Care of Garland........ 25,738
Producto Machine
Company, Inc................. 50,289
Professional Dental Assoc...... 29,004
Professional Touch Answering... 25,738
Pro-Lign....................... 25,973
Pros, Inc...................... 35,512
Pro-Tech
Manufacturing, Inc........... 31,754
Prudential Empire of NY........ 28,211
PSCU Service Centers, Inc...... 110,031
PTC Aerospace.................. 25,565
Public Petroleum Inc........... 52,025
Pulmonary Dis. Spec. Center.... 28,150
Purcell Natural Jojoba......... 56,559
Pure Software Inc.............. 94,119
Pure Software, Inc............. 124,107
Purvis Disposal................ 57,589
Qmed, Inc...................... 30,872
Quality Care Review, Inc....... 27,033
Quality Web Dba Michael
Roach Inc.................... 58,303
Queen Anne Hotel............... 38,625
Quick Set Mailers, Inc......... 38,468
R.B. Ventures, Inc............. 55,247
Rain Tree Cafe................. 34,841
Rainbow Industries, Inc........ 44,799
Raje Inc....................... 28,724
Ralin Medical, Inc............. 39,863
Ramada Inn Dba Lifetime
Fortunes, Inc................ 52,091
Ramada Inn Mystic.............. 54,027
Ramsey Taylor Johnston......... 48,753
Rappoport/Metropolitan......... 43,566
Ratchford & Mc Daniel.......... 37,917
Raymond Engineering, Inc....... 39,102
Ray'S Machines Dba, Ray
Staples...................... 26,978
Re/Max Acclaimed Reality....... 30,844
Red Blazer Restaurant & Pub.... 30,824
Refuse Systems................. 51,059
Regan Engineering & Srvc
Corp......................... 30,268
Regency Telecommunications..... 29,883
Regina O. Hillsman MD.......... 27,389
</TABLE>
B-91
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Regional School District....... Higganum, CT Telecommunications Mar-93 $ 0 $ 25,165
Rembrandt Stampng & Embos...... Pennsauken, NJ Manufacturing & Production Aug-95 0 36,098
Remington Products Inc......... Bridgeport, CT Telecommunications May-93 0 80,745
Rent Savers V.................. Ft Lauderdale, FL Telecommunications Dec-97 0 33,021
Reserve Iron & Metal........... Chicago, IL Structure Mar-94 0 361,000
Restaurant Management
Nw Inc....................... Portland, OR Retail Jun-95 0 605,814
Rhone-Poulenc Basic............ Shelton, CT Computers Mar-93 0 35,517
Ricardo'S Of Las
Vegas, Inc................... Las Vegas, NV Restaurant Jan-98 0 62,575
Richard Marrus, Md............. Cohoes, NY Medical Dec-96 0 71,643
Richwood Food Stores Dba,
Zenith....................... South Houston, TX Restaurant Nov-97 0 54,964
Rick's Quality Printing........ Cocoa, FL Printing May-93 0 25,077
Riverside Gas & Oil, Inc....... Chestertown, NY Computers Nov-97 0 35,837
Riverside Sand Company......... Jones, OK Office Equipment Nov-92 0 26,981
Riviera Quality Cleaners....... Redondo Beach, CA Computers Nov-92 0 28,342
Roadhouse Grill Dba,Roadhouse.. Las Vegas, NV Restaurant Nov-97 0 435,339
Robert Gohrs Photography....... Montoursville, PA Computers Jan-97 0 42,221
Robert Morgan &
Company, Inc................. Battle Creek, MI Manufacturing & Production Jun-94 28,137 3,141
Robustelli Coporate Services... Stamford, CT Telecommunications May-93 0 28,108
Robustelli Corporate
Services..................... Stamford, CT Telecommunications May-93 0 48,281
Rockbestos Company, Inc........ East Granby, CT Telecommunications May-93 0 179,251
Rockville Family Physician..... Windsor, CT Medical Mar-93 0 29,106
Rocuant Crop................... Culver City, CA Computers Jun-96 0 55,212
Rod's Sign & Neon Company...... Elberton, GA Manufacturing & Production Jan-95 0 26,935
Ron Baker Chevrolet/Isuzu...... National City, CA Automotive Sep-97 0 31,149
Ron'S Wood World, Inc.......... Richmond Hills, GA Manufacturing & Production Jul-96 0 46,508
Rowland Inc.................... Rocky Hill, CT Telecommunications May-93 0 30,157
Royal Laundry Of
Texas, Inc................... Arlington, TX Fixtures Aug-97 0 53,030
Royal Metal Products........... Denver, CO Manufacturing & Production Jul-98 0 480,528
Rubber Craft Corp.............. Gardena, CA Manufacturing & Production Mar-93 0 46,391
Rudolph G. Bruhel, DDS......... Bullhead, AZ Medical Nov-92 0 30,428
S.J.A. Society Inc............. Virginia Beach, VA Computers Feb-96 0 37,165
S.M.F. American Inc............ Billerica, MA Furniture Mar-96 0 91,530
S.W.L. Corporation............. Denver, CO Fixtures Sep-97 0 261,555
Sabena......................... Manhasset, NY Aircraft Jun-98 0 1,599,758
Safe-T-Child, Inc.............. Austin, TX Video Production Jul-96 0 35,206
Saigon Moi
Supermarket, Inc............. Westminster, CA Fixtures Nov-97 0 47,390
Sandefur Companies............. Sanford, FL Medical Mar-93 0 31,538
Sandefur Companies............. Sanford, FL Medical Mar-93 0 44,402
Sandvik Milford Corp........... Branford, CT Telecommunications Mar-93 0 27,414
Santa Anna Smog Repair......... Santa Anna, CA Manufacturing & Production Dec-97 0 36,863
Saraga Oriental Market......... Bloomington, IN Fixtures Nov-97 0 26,472
Sargent Manufacturing Company.. New Haven, CT Telecommunications May-93 0 202,316
Sat Link, Inc.................. Stamford, CT Telecommunications Aug-96 0 60,148
Savco Drugs, Inc............... Baton Rouge, LA Computers Mar-93 0 27,197
Savings Bank Life Insurance.... Hartford, CT Telecommunications May-93 0 45,086
Scan Code, Inc................. East Hartford, CT Retail Mar-93 0 42,670
Schmidt & Sons, Inc............ Gonzales, TX Fixtures Nov-97 0 25,628
Schwartz Coffee Enterprises.... Deer Park, NY Restaurant Mar-93 0 43,741
Schwartz Coffee Enterprises.... Deer Park, NY Restaurant Mar-93 0 43,202
Screen Printing Plus........... Indianapolis, IN Manufacturing & Production Nov-92 0 30,599
Scriver........................ Oklahoma City, OK Retail Sep-93 1,171,883 265,692
Scriver........................ Oklahoma City, OK Retail Sep-93 42,220 9,397
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Regional School District....... $ 25,165
Rembrandt Stampng & Embos...... 36,098
Remington Products Inc......... 80,745
Rent Savers V.................. 33,021
Reserve Iron & Metal........... 361,000
Restaurant Management
Nw Inc....................... 605,814
Rhone-Poulenc Basic............ 35,517
Ricardo'S Of Las
Vegas, Inc................... 62,575
Richard Marrus, Md............. 71,643
Richwood Food Stores Dba,
Zenith....................... 54,964
Rick's Quality Printing........ 25,077
Riverside Gas & Oil, Inc....... 35,837
Riverside Sand Company......... 26,981
Riviera Quality Cleaners....... 28,342
Roadhouse Grill Dba,Roadhouse.. 435,339
Robert Gohrs Photography....... 42,221
Robert Morgan &
Company, Inc................. 31,278
Robustelli Coporate Services... 28,108
Robustelli Corporate
Services..................... 48,281
Rockbestos Company, Inc........ 179,251
Rockville Family Physician..... 29,106
Rocuant Crop................... 55,212
Rod's Sign & Neon Company...... 26,935
Ron Baker Chevrolet/Isuzu...... 31,149
Ron'S Wood World, Inc.......... 46,508
Rowland Inc.................... 30,157
Royal Laundry Of
Texas, Inc................... 53,030
Royal Metal Products........... 480,528
Rubber Craft Corp.............. 46,391
Rudolph G. Bruhel, DDS......... 30,428
S.J.A. Society Inc............. 37,165
S.M.F. American Inc............ 91,530
S.W.L. Corporation............. 261,555
Sabena......................... 1,599,758
Safe-T-Child, Inc.............. 35,206
Saigon Moi
Supermarket, Inc............. 47,390
Sandefur Companies............. 31,538
Sandefur Companies............. 44,402
Sandvik Milford Corp........... 27,414
Santa Anna Smog Repair......... 36,863
Saraga Oriental Market......... 26,472
Sargent Manufacturing Company.. 202,316
Sat Link, Inc.................. 60,148
Savco Drugs, Inc............... 27,197
Savings Bank Life Insurance.... 45,086
Scan Code, Inc................. 42,670
Schmidt & Sons, Inc............ 25,628
Schwartz Coffee Enterprises.... 43,741
Schwartz Coffee Enterprises.... 43,202
Screen Printing Plus........... 30,599
Scriver........................ 1,437,575
Scriver........................ 51,618
</TABLE>
B-92
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
SDC Properties, Inc............ Hilton Head, SC Computers Jan-95 $ 0 $ 26,186
Sea Empress Seafood
Restaurant................... Gardenia, CA Restaurant Oct-97 0 60,996
Seaberg Audio Services......... Fresno, CA Computers Nov-92 0 30,144
Seabrite Corp.................. Denver, PA Automotive Dec-97 0 49,060
Seabury And Smith Inc.......... Washington, DC Telecommunications Jun-97 0 95,077
Seacoast Telecommunciations.... Dover, NH Telecommunications Nov-92 0 28,726
Seafare Seafood Restaurant..... Murrells Inlet, SC Restaurant Nov-92 0 32,713
Selective Chiropractic
Services..................... Dillon, SC Medical Sep-97 0 34,029
Senior Care Center Of
America...................... Cherry Hill, NJ Furniture Feb-98 0 49,567
Sentinal Printers Dba Gong
Lin.......................... Santa Cruz, CA Printing Aug-97 0 39,772
Seoul House & Cheonwon Corp.... Edison, NJ Restaurant Jan-98 0 57,041
Shaffner Coffee
Company, Inc................. Winston-Salem, NC Restaurant Mar-93 0 42,903
Shake The Nations Dba World
Focus Ministries............. Sacramento, CA Video Production Sep-97 0 33,380
Shalimar Sportswear............ Carle Place, NY Computers Apr-96 0 37,083
Shelburg of Tucson............. Tucson, AZ Computers Nov-92 0 30,750
Sheplers, Inc.................. Witchita, KS Computers Oct-93 0 991,120
Sheppard Ambulance Transport... Philadelphia, NJ Medical Oct-96 0 29,814
Shirey Thomason OD............. Thousand Oaks, CA Medical Aug-95 0 32,187
Shoreline Care Ltd
Partnership.................. North Branford, CT Telecommunications May-93 0 80,886
Shutterbug Photo Centers....... Aiken, SC Telecommunications Aug-95 0 43,769
Sibson & Co., Inc.............. Princeton, NJ Computers Mar-93 0 29,009
Sigma Associates Dba Apogee
Assoc........................ Columbus, GA Video Production Oct-97 0 51,657
Signs Now Of Oregon............ Portland, OR Printing Nov-97 0 29,574
Signs of the Times............. Las Vegas, NV Telecommunications Nov-92 0 31,772
Sikorsky Aircraft Divison...... Stratford, CT Telecommunications May-93 0 65,692
Silver Systems, Inc............ Wyndmoor, PA Printing Sep-96 0 43,053
Skf Usa, Inc................... King Of Pruss, IA PA Telecommunications Jun-97 0 247,947
Smugglers Enterprises, Inc..... Punta Gorda, FL Restaurant Jul-93 0 25,081
SNA, Inc....................... Cincinnati, OH Restaurant Mar-93 0 44,367
SNA, Inc....................... Cincinnati, OH Restaurant Mar-93 0 48,187
SNA, Inc....................... Cincinnati, OH Restaurant Mar-93 0 45,248
SNA, Inc....................... Cincinnati, OH Restaurant Mar-93 0 45,350
Soaring Eagle Outerwear LLC.... Minot, ND Manufacturing & Production Sep-95 0 29,329
Soccer World Dba Soccer
Sports, Inc.................. Hayward, CA Fixtures Sep-97 0 49,475
Softaware, Inc................. Marina Del Re, Y CA Fixtures Oct-97 0 47,548
Solid Waste Disposal, Inc...... Larose, LA Transportation Mar-93 0 26,777
Somerset Diner................. Somerset, NJ Restaurant Nov-97 0 52,503
Somerville Foreign Auto
Repair....................... Cambridge, MA Automotive Nov-92 0 26,298
Soothe Your Soul Dba,.......... Redondo Beach, CA Furniture Jan-98 0 27,053
Sophtech Dba, Sophisticated
Tech......................... Torrance, CA Computers Jan-97 0 48,293
Soup Exchange.................. Hollywood, FL Restaurant Nov-92 0 31,157
South Bay Cardiovascular....... Bayshore, NY Computers Aug-95 0 40,506
South Shore Veterinary......... Staten Island, NY Computers Aug-95 0 29,256
South Texas Deli Partners...... San Antonio, TX Restaurant Dec-97 0 57,980
South Windsor.................. South Windsor, CT Telecommunications May-93 0 64,368
Southern Cross................. O'Fallon, MO Computers Mar-93 0 30,431
Southern New England Federal... New Haven, CT Telecommunications Mar-93 0 25,489
Southwest Auto Supply.......... Little Rock, AR Computers Mar-93 0 38,858
Southwest Nephrology........... Evergreen Park, IL Computers Sep-96 0 33,872
Spa Elysium Ltd................ Erdenheim, PA Retail Nov-92 0 26,558
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
SDC Properties, Inc............ $ 26,186
Sea Empress Seafood
Restaurant................... 60,996
Seaberg Audio Services......... 30,144
Seabrite Corp.................. 49,060
Seabury And Smith Inc.......... 95,077
Seacoast Telecommunciations.... 28,726
Seafare Seafood Restaurant..... 32,713
Selective Chiropractic
Services..................... 34,029
Senior Care Center Of
America...................... 49,567
Sentinal Printers Dba Gong
Lin.......................... 39,772
Seoul House & Cheonwon Corp.... 57,041
Shaffner Coffee
Company, Inc................. 42,903
Shake The Nations Dba World
Focus Ministries............. 33,380
Shalimar Sportswear............ 37,083
Shelburg of Tucson............. 30,750
Sheplers, Inc.................. 991,120
Sheppard Ambulance Transport... 29,814
Shirey Thomason OD............. 32,187
Shoreline Care Ltd
Partnership.................. 80,886
Shutterbug Photo Centers....... 43,769
Sibson & Co., Inc.............. 29,009
Sigma Associates Dba Apogee
Assoc........................ 51,657
Signs Now Of Oregon............ 29,574
Signs of the Times............. 31,772
Sikorsky Aircraft Divison...... 65,692
Silver Systems, Inc............ 43,053
Skf Usa, Inc................... 247,947
Smugglers Enterprises, Inc..... 25,081
SNA, Inc....................... 44,367
SNA, Inc....................... 48,187
SNA, Inc....................... 45,248
SNA, Inc....................... 45,350
Soaring Eagle Outerwear LLC.... 29,329
Soccer World Dba Soccer
Sports, Inc.................. 49,475
Softaware, Inc................. 47,548
Solid Waste Disposal, Inc...... 26,777
Somerset Diner................. 52,503
Somerville Foreign Auto
Repair....................... 26,298
Soothe Your Soul Dba,.......... 27,053
Sophtech Dba, Sophisticated
Tech......................... 48,293
Soup Exchange.................. 31,157
South Bay Cardiovascular....... 40,506
South Shore Veterinary......... 29,256
South Texas Deli Partners...... 57,980
South Windsor.................. 64,368
Southern Cross................. 30,431
Southern New England Federal... 25,489
Southwest Auto Supply.......... 38,858
Southwest Nephrology........... 33,872
Spa Elysium Ltd................ 26,558
</TABLE>
B-93
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
<TABLE>
<CAPTION>
(UNAUDITED)
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Spectral Systems, Inc.......... Irvington, NY Manufacturing & Production Mar-93 $ 0 $ 35,687
Spectrascan Imaging Services... Windsor, CT Medical Mar-93 0 28,668
Spectrascan Imaging Systems.... Windsor, CT Medical Mar-93 0 38,828
Spectrum Color Images.......... San Luis Bispop, CA Printing Jan-97 0 57,825
Speer Air Conditioning......... Denville, NJ Manufacturing & Production Aug-95 0 47,513
Spic "N Span Cleaners, Inc..... Memphis, TN Manufacturing & Production Dec-96 0 48,200
Spring House Inn............... Lagrange, GA Restaurant Nov-92 0 34,054
Spruce Creek Development....... Summerfield, FL Agriculture Mar-93 0 45,594
St John's Home Health Agency... Miramar, FL Furniture May-94 23,857 2,668
Standard Knapp Inc............. Portland, CT Telecommunications May-93 0 40,961
Standard Oil Of Connecticut.... Bridgeport, CT Telecommunications May-93 0 29,552
Stanley Rockwell Co............ Hartford, CT Environmental Mar-93 0 26,466
Staples, Inc................... Framingham, MA Computers Jun-94 1,818,271 277,723
Staples, Inc................... Framingham, MA Retail Jun-94 136,194 19,100
Starter Sportswear, Inc........ New Haven, CT Telecommunications May-93 0 274,772
Stat Medical, Inc.............. Seattle, WA Telecommunications. Oct-98 0 28,700
Stephen C. Allen MD PC......... New York, NY Medical Aug-95 0 37,267
Steve A. Hamric................ Memphis, TN Restaurant Apr-95 0 51,132
Stirling & Stirling Inc........ Milford, CT Telecommunications May-93 0 47,474
STM Industries, Inc............ Randolph, MA Computers Mar-93 0 25,753
Stockbridge Truck Painting &... Stockbridge, GA Manufacturing & Production Dec-97 0 30,254
Stone Safety Corp.............. Fairfield, CT Telecommunications May-93 0 28,286
Structured Computer Systems.... Avon, CT Telecommunications Mar-93 0 26,453
Studio One, Inc................ New York, NY Fixtures Jan-97 0 34,135
Sturm Ruger & Company Inc...... Southport, CT Telecommunications May-93 0 28,340
Sturm Ruger & Company Inc...... Southport, CT Telecommunications May-93 0 63,815
Suarez, Omar E., D.M.D......... North Bergen, NJ Medical Jan-97 0 26,701
Sublime Music, Inc............. Hollywood, CA Audio Equipment Dec-96 0 33,001
Subway Enterprises, Inc........ Quincy, FL Restaurant Nov-92 0 29,283
Summit Asset Management........ London, England Various Apr-98 13,059,611 2,077,182
Summit Energy Corp.(Ca.)....... Santa Monica, CA Fixtures Oct-98 0 118,994
Summit Imaging Inc............. Akron, OH Medical Oct-95 0 58,146
Sun & Skin Care
Research, Inc................ Melbourne, FL Manufacturing & Production Dec-97 0 58,216
Sunshine Products Dba,
Linkens...................... Cerritos, CA Computers Nov-97 0 35,258
Super Star Video Dba,
Tejal, Inc................... Winthrop, MA Furniture Dec-97 0 30,449
Super Textile, Inc............. Knoxville, TN Manufacturing & Production Mar-93 0 38,919
Superior Bar & Grill Inc....... Birmingham, AL Restaurant Oct-95 0 347,480
Susan Domuczicz................ West Briggwater, MA Restaurant Mar-93 0 40,637
Sutter Audio................... Tallahassee, FL Automotive Nov-92 0 31,496
Sweet Water Restaurant......... New York, NY Computers Nov-92 0 26,681
Swen'S Schwinn
Cyclery, Inc................. Salt Lake Cit, Y UT Video Production Oct-97 0 55,030
Synquest, Inc.................. Norcross, GA Computers Dec-96 0 27,324
Synquest, Inc.................. Norcross, GA Computers Jan-97 0 26,151
Syracuse Equipment Leasing
Co........................... No.Syracuse, NY Construction Oct-98 0 720,765
T & T Liquors Inc.............. Lake Hopatcong, NJ Retail Aug-95 0 34,492
T.B.G. of Great Neck, Inc...... Whitestone, NY Restaurant Oct-94 0 312,000
Taco Mac Dba, Subway & Cay
Chris........................ Tucker, GA Fixtures Nov-97 0 60,361
Tans R Us, Inc................. West Palm Beach, FL Manufacturing & Production Nov-92 0 27,751
Technovision Communications.... San Diego, CA Video Production Nov-97 0 54,948
Tectonic Industries............ Berlin, CT Telecommunications May-93 0 25,813
Tejas Tubular
Processing,Inc............... Houston, TX Manufacturing & Production Oct-98 0 1,083,225
Tele-Pizza Gift Services....... Vista, CA Computers Nov-92 0 31,468
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Spectral Systems, Inc.......... $ 35,687
Spectrascan Imaging Services... 28,668
Spectrascan Imaging Systems.... 38,828
Spectrum Color Images.......... 57,825
Speer Air Conditioning......... 47,513
Spic "N Span Cleaners, Inc..... 48,200
Spring House Inn............... 34,054
Spruce Creek Development....... 45,594
St John's Home Health Agency... 26,525
Standard Knapp Inc............. 40,961
Standard Oil Of Connecticut.... 29,552
Stanley Rockwell Co............ 26,466
Staples, Inc................... 2,095,995
Staples, Inc................... 155,295
Starter Sportswear, Inc........ 274,772
Stat Medical, Inc.............. 28,700
Stephen C. Allen MD PC......... 37,267
Steve A. Hamric................ 51,132
Stirling & Stirling Inc........ 47,474
STM Industries, Inc............ 25,753
Stockbridge Truck Painting &... 30,254
Stone Safety Corp.............. 28,286
Structured Computer Systems.... 26,453
Studio One, Inc................ 34,135
Sturm Ruger & Company Inc...... 28,340
Sturm Ruger & Company Inc...... 63,815
Suarez, Omar E., D.M.D......... 26,701
Sublime Music, Inc............. 33,001
Subway Enterprises, Inc........ 29,283
Summit Asset Management........ 15,136,793
Summit Energy Corp.(Ca.)....... 118,994
Summit Imaging Inc............. 58,146
Sun & Skin Care
Research, Inc................ 58,216
Sunshine Products Dba,
Linkens...................... 35,258
Super Star Video Dba,
Tejal, Inc................... 30,449
Super Textile, Inc............. 38,919
Superior Bar & Grill Inc....... 347,480
Susan Domuczicz................ 40,637
Sutter Audio................... 31,496
Sweet Water Restaurant......... 26,681
Swen'S Schwinn
Cyclery, Inc................. 55,030
Synquest, Inc.................. 27,324
Synquest, Inc.................. 26,151
Syracuse Equipment Leasing
Co........................... 720,765
T & T Liquors Inc.............. 34,492
T.B.G. of Great Neck, Inc...... 312,000
Taco Mac Dba, Subway & Cay
Chris........................ 60,361
Tans R Us, Inc................. 27,751
Technovision Communications.... 54,948
Tectonic Industries............ 25,813
Tejas Tubular
Processing,Inc............... 1,083,225
Tele-Pizza Gift Services....... 31,468
</TABLE>
B-94
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Telescope Casual
Fixture, Inc................. Granville, NY Computers Mar-93 $ 0 $ 33,398
Teltronics, Inc................ Sarasota, FL Computers Dec-97 0 39,377
Terence Murphy Md PC........... Mamaroneck, NY Medical Aug-95 0 29,368
Texas Provisions, Inc.......... Houston, TX Manufacturing & Production Dec-97 0 49,294
Texas State Communications..... Houston, TX Telecommunications Nov-92 0 26,067
Textile Unlimited Corp......... Torrance, CA Computers Feb-98 0 36,337
Thai Classic Corp.............. Chantilly, VA Restaurant Nov-92 0 28,207
The Aaron Group Dba Aaron,
Thomas & Hogue............... Chatsworth, CA Printing Aug-97 0 53,349
The Allen Products Co.......... Milford, CT Computers Mar-93 0 32,047
The Alley Companies............ Little Rock, AR Retail Dec-94 0 130,739
The Amity Street Cafe Dba Laux,
C............................ Homestead, PA Restaurant Jan-97 0 78,840
The Burbank Tennis Center...... Burbank, CA Fixtures Sep-97 0 33,444
The Connecticut Muffin
Co.,Inc...................... New York, NY Restaurant Jan-98 0 32,702
The Consortium For Worker
Education.................... New York, NY Furniture Oct-97 0 388,702
The Cyberweb Cafe.............. New City, NY Computers Sep-97 0 60,444
The Electric Beach............. San Bruno, CA Furniture Nov-92 0 27,492
The Futures Group Inc.......... Glastonbury, CT Telecommunications May-93 0 25,019
The Grand Union Company........ Wayne, NJ Retail Mar-95 0 281,978
The Grand Union Company........ Wayne, NJ Retail Dec-93 0 344,982
The Herzog-Hart Group, Inc..... Boston, MA Computers Jun-94 24,317 2,652
The Hollywood Stage Dba,....... Hollywood, CA Video Production Jan-98 0 44,095
The Hull Printing
Company, Inc................. Meriden, CT Computers Mar-93 0 32,490
The J.M. Ney Company........... Bloomfield, CT Telecommunications May-93 0 75,786
The Keith Companies............ Costa Mesa, CA Computers Nov-97 0 52,597
The LTA Group, Inc............. North Bergen, NJ Computers Mar-94 0 85,143
The Magnolia Studios, Inc...... Burbank, CA Audio Equipment Oct-97 0 57,208
The Maiden Foundry............. Sandy, OR Computers Sep-96 0 28,629
The Negative Shop.............. Charlotte, NC Printing Jan-97 0 52,913
The Planet 4 Kidz, Inc......... Jackson, MS Video Production Jan-97 0 34,020
The Printing Press, Inc........ Boise, ID Printing Mar-95 0 28,965
The Royal Bank Of Scotland..... New York, NY Computers Mar-93 0 37,575
The Sand Bar Restaurant........ Anna Maria, FL Retail Jan-97 0 46,563
The Sherwood Group Inc......... Northbrook, IL Computers Jan-96 0 29,044
The Sports Center By Ron....... Langhorne, PA Medical Mar-93 0 35,904
The Women's Health Group....... Windsor, CT Medical Mar-93 0 50,236
Thornburg Logging.............. Wallace, CA Manufacturing & Production Nov-97 0 39,693
Thunderbird Greely Inc......... San Diego, CA Furniture Feb-98 0 139,688
Thurston Foods, Inc............ Wallingford, CT Computers May-93 0 41,872
Timex.......................... Waterbury, CT Telecommunications May-93 0 164,926
Tims Amusements Inc............ Hickory Taver, N SC Fixtures May-97 0 100,000
Tire Eagle, Inc................ Apopka, FL Material Handling Mar-93 0 36,264
Titan Sports, Inc.............. Stamford, CT Telecommunications Mar-93 0 25,223
Titan Sports, Inc.............. Stamford, CT Telecommunications Mar-93 0 36,065
Tkc Reprographics.............. Omaha, NE Copiers Dec-97 0 73,810
Tokarczyk Enterprises, Inc..... Eastwood, KY Manufacturing & Production Jan-98 0 50,991
Tom Orza Distribution.......... Selden, NY Restaurant Mar-93 0 40,857
Tony's Guns & Police
Supplies..................... Sumter, SC Fixtures Nov-97 0 46,439
Topolewski America, Inc........ Encino, CA Material Handling Dec-96 0 46,177
Torrington Co.................. Torrington, CT Telecommunications May-93 0 572,136
Torsys, Inc.................... Manhattan Bea, CH CA Computers Sep-97 0 34,968
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Telescope Casual
Fixture, Inc................. $ 33,398
Teltronics, Inc................ 39,377
Terence Murphy Md PC........... 29,368
Texas Provisions, Inc.......... 49,294
Texas State Communications..... 26,067
Textile Unlimited Corp......... 36,337
Thai Classic Corp.............. 28,207
The Aaron Group Dba Aaron,
Thomas & Hogue............... 53,349
The Allen Products Co.......... 32,047
The Alley Companies............ 130,739
The Amity Street Cafe Dba Laux,
C............................ 78,840
The Burbank Tennis Center...... 33,444
The Connecticut Muffin
Co.,Inc...................... 32,702
The Consortium For Worker
Education.................... 388,702
The Cyberweb Cafe.............. 60,444
The Electric Beach............. 27,492
The Futures Group Inc.......... 25,019
The Grand Union Company........ 281,978
The Grand Union Company........ 344,982
The Herzog-Hart Group, Inc..... 26,969
The Hollywood Stage Dba,....... 44,095
The Hull Printing
Company, Inc................. 32,490
The J.M. Ney Company........... 75,786
The Keith Companies............ 52,597
The LTA Group, Inc............. 85,143
The Magnolia Studios, Inc...... 57,208
The Maiden Foundry............. 28,629
The Negative Shop.............. 52,913
The Planet 4 Kidz, Inc......... 34,020
The Printing Press, Inc........ 28,965
The Royal Bank Of Scotland..... 37,575
The Sand Bar Restaurant........ 46,563
The Sherwood Group Inc......... 29,044
The Sports Center By Ron....... 35,904
The Women's Health Group....... 50,236
Thornburg Logging.............. 39,693
Thunderbird Greely Inc......... 139,688
Thurston Foods, Inc............ 41,872
Timex.......................... 164,926
Tims Amusements Inc............ 100,000
Tire Eagle, Inc................ 36,264
Titan Sports, Inc.............. 25,223
Titan Sports, Inc.............. 36,065
Tkc Reprographics.............. 73,810
Tokarczyk Enterprises, Inc..... 50,991
Tom Orza Distribution.......... 40,857
Tony's Guns & Police
Supplies..................... 46,439
Topolewski America, Inc........ 46,177
Torrington Co.................. 572,136
Torsys, Inc.................... 34,968
</TABLE>
B-95
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Tournament Players Club........ Cromwell, CT Telecommunications May-93 $ 0 $ 107,027
Town of Plymouth............... Terryville, CT Telecommunications Mar-93 0 26,456
Trad-A-House Corp.............. Slidell, LA Fixtures Mar-94 0 850,949
Trading Merchandise............ Stafford, VA Restaurant Aug-96 0 51,620
Trager And Trager, PC.......... Fairfield, CT Telecommunications Mar-93 0 45,368
Transformer Service, Inc....... Concord, NH Fixtures Mar-93 0 41,384
Transit Air Conditining........ Winter Garden, FL Restaurant Jul-96 0 97,037
Transtrachael Systems, Inc..... Englewood, CO Fixtures Sep-97 0 38,394
Travelers Insurance Company.... Hartford, CT Telecommunications May-93 0 55,906
Travelers Insurance Company.... Hartford, CT Telecommunications May-93 0 47,518
Treats Bakery Cafe............. Washington, DC Restaurant Nov-92 0 31,460
Tri Con Geophysics, Inc........ Denver, CO Computers Nov-96 0 30,252
Tri State Communications F/K/A
Northern..................... Tarrytown, NY Telecommunications Sep-97 0 26,681
Triangle Funding Corp.......... Sterling, VA Computers Nov-97 0 52,308
Tri-Star Machines.............. Tewsbury, MA Manufacturing & Production Aug-96 0 34,176
Tri-State Communications,
Llc.......................... Tarrytown, NY Telecommunications Nov-97 0 30,444
Triton Fuel Group, Inc......... Dallas, TX Fixtures Mar-93 0 28,892
Triton Fuel Group, Inc......... Dallas, TX Fixtures Mar-93 0 28,892
Triton Fuel Group, Inc......... Dallas, TX Fixtures Mar-93 0 57,783
Triton Fuel Group, Inc......... Dallas, TX Material Handling Mar-93 0 37,320
Triton Fuel Group, Inc......... Dallas, TX Material Handling Mar-93 0 37,320
Triumph Corporation............ Tempe, AZ Manufacturing & Production Jan-98 0 768,583
Tropical Screw Products........ Miami, FL Manufacturing & Production Nov-92 0 31,460
TW Recreational
Services, Inc................ Orlando, FL Telecommunications Mar-93 0 42,388
Tyler Cooper................... New Haven, CT Telecommunications May-93 0 73,532
Tyler Cooper & Alcorn.......... New Haven, CT Computers May-93 0 39,170
Tyler Cooper & Alcorn.......... New Haven, CT Computers May-93 0 30,544
Tyler Cooper & Alcorn.......... New Haven, CT Computers May-93 0 34,673
Typed Letters Corp............. Wichita, KS Manufacturing & Production Sep-92 0 106,105
Typed Letters Corp............. Wichita, KS Manufacturing & Production Sep-92 0 40,019
Typography Plus................ Dania, FL Computers Apr-96 0 26,129
U.S. Health Care Reports....... Falmouth, ME Computers Jan-97 0 32,331
U.S. Osiris Corp............... Dallas, TX Computers Dec-96 0 95,220
U3S Corp/Dba Must Software..... Norwalk, CT Telecommunications May-93 0 27,440
U3S Corp/Dba Must Software..... Norwalk, CT Telecommunications May-93 0 57,859
Udderside Dairy Dba............ Pingree, ID Agriculture Oct-98 0 43,602
Ultimate Dog, Inc. & The
Allstar...................... Pittsburgh, PA Restaurant Dec-97 0 55,131
Ultra Diagnostics, Inc......... Hingham, MA Medical Mar-93 0 41,462
Ultra Mart, Inc................ La Grange, GA Computers Nov-97 0 78,341
Union Camp..................... Richmond, VA Telecommunications May-93 0 44,735
United Credit Counseling
Svc.......................... Columbia, MD Furniture Nov-97 0 38,600
United Credit Counseling
Svc.......................... Columbia, MD Furniture Nov-97 0 75,198
United Credit Counseling
Svc.......................... Columbia, MD Furniture Nov-97 0 177,028
United Illuminating............ New Haven, CT Telecommunications May-93 0 26,306
United Medical Centers......... Eagle Pass, TX Computers Mar-95 0 299,376
United Way of
Connecticut, Inc............. Hartford, CT Telecommunications Mar-93 0 43,407
Universal Seismic Assoc........ Sugerland, TX Fixtures Apr-95 0 26,318
University Cardiovascular
Med.......................... Los Angeles, CA Medical Dec-97 0 47,444
University Of Southern Ca...... Farmington Hill, MI Telecommunications Nov-96 315,847 195,912
Uno Mill, Inc.................. Tempe, AZ Restaurant Mar-94 0 602,000
Up Town Body & Fender.......... Oakland, CA Automotive Nov-92 0 32,654
Urban League of Greater
Hartford..................... Hartford, CT Telecommunications Mar-93 0 29,690
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Tournament Players Club........ $ 107,027
Town of Plymouth............... 26,456
Trad-A-House Corp.............. 850,949
Trading Merchandise............ 51,620
Trager And Trager, PC.......... 45,368
Transformer Service, Inc....... 41,384
Transit Air Conditining........ 97,037
Transtrachael Systems, Inc..... 38,394
Travelers Insurance Company.... 55,906
Travelers Insurance Company.... 47,518
Treats Bakery Cafe............. 31,460
Tri Con Geophysics, Inc........ 30,252
Tri State Communications F/K/A
Northern..................... 26,681
Triangle Funding Corp.......... 52,308
Tri-Star Machines.............. 34,176
Tri-State Communications,
Llc.......................... 30,444
Triton Fuel Group, Inc......... 28,892
Triton Fuel Group, Inc......... 28,892
Triton Fuel Group, Inc......... 57,783
Triton Fuel Group, Inc......... 37,320
Triton Fuel Group, Inc......... 37,320
Triumph Corporation............ 768,583
Tropical Screw Products........ 31,460
TW Recreational
Services, Inc................ 42,388
Tyler Cooper................... 73,532
Tyler Cooper & Alcorn.......... 39,170
Tyler Cooper & Alcorn.......... 30,544
Tyler Cooper & Alcorn.......... 34,673
Typed Letters Corp............. 106,105
Typed Letters Corp............. 40,019
Typography Plus................ 26,129
U.S. Health Care Reports....... 32,331
U.S. Osiris Corp............... 95,220
U3S Corp/Dba Must Software..... 27,440
U3S Corp/Dba Must Software..... 57,859
Udderside Dairy Dba............ 43,602
Ultimate Dog, Inc. & The
Allstar...................... 55,131
Ultra Diagnostics, Inc......... 41,462
Ultra Mart, Inc................ 78,341
Union Camp..................... 44,735
United Credit Counseling
Svc.......................... 38,600
United Credit Counseling
Svc.......................... 75,198
United Credit Counseling
Svc.......................... 177,028
United Illuminating............ 26,306
United Medical Centers......... 299,376
United Way of
Connecticut, Inc............. 43,407
Universal Seismic Assoc........ 26,318
University Cardiovascular
Med.......................... 47,444
University Of Southern Ca...... 511,759
Uno Mill, Inc.................. 602,000
Up Town Body & Fender.......... 32,654
Urban League of Greater
Hartford..................... 29,690
</TABLE>
B-96
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Us Mortgage Reduction, Inc..... Jensen Beach, FL Computers Aug-97 $ 0 $ 35,728
US Repeating Arms
Company, Inc................. New Haven, CT Telecommunications May-93 0 219,508
USI Of Westchester............. Elmsford, NY Computers May-93 0 27,309
USI, Inc....................... Branford, CT Telecommunications May-93 0 61,353
USX Corp....................... Pittsburgh, PA Manufacturing & Production Sep-94 0 2,862,296
USX Corp....................... Pittsburgh, PA Manufacturing & Production Sep-94 1,236,437 49,457
Uvalde County Clinic........... Uvalde, TX Computers Apr-96 0 83,134
V & J Restaurant............... Red Bank, NJ Restaurant Jan-98 0 54,863
Vacation Escape, Inc........... Boca Raton, FL Telecommunications Jul-96 0 39,535
Valley Best Way Building....... Spokane, WA Computers Mar-93 0 26,664
Valley Stream Sch Dist......... Valley Stream, NY Telecommunications May-93 0 27,288
Valve Technologies, Inc........ Houston, TX Manufacturing & Production Jan-97 0 56,217
Van Den Bergh Foods Company.... Atlanta, GA Environmental Feb-93 0 78,864
Van Gogh Offset Plat Co........ New York, NY Manufacturing & Production Aug-95 0 40,008
Van Gorderr Studios Inc........ Fairfield, CT Fixtures Aug-95 0 34,638
Vaxa International Inc......... San Diego, CA Computers Apr-95 0 35,070
Venerable Companies, Ltd....... New York, NY Fixtures Nov-97 0 38,176
Venice Bakery
Dba,Ronic, Inc............... Garfield, NJ Restaurant Nov-97 0 42,899
Vermont Yankee Nuclear......... Brattleboro, VT Manufacturing & Production Mar-94 0 165,888
Vertex Group, Inc.............. Los Angeles, CA Telecommunications Jan-98 0 26,856
Veterinary Emergency........... Richmond, VA Medical Dec-96 0 37,865
Video-It, Inc.................. Culver City, CA Video Production Jan-97 0 44,072
Viking Air Tools, Inc.......... Indanapolis, IN Manufacturing & Production Dec-93 0 89,992
Viking Air Tools, Inc.......... Indianapolis, IN Manufacturing & Production Jan-94 0 110,663
Viking Air Tools, Inc.......... Indianapolis, IN Manufacturing & Production Mar-94 0 43,874
Villa Enterprises Ltd.......... Morristown, NJ Restaurant Mar-93 0 56,147
Villa Enterprises Ltd.......... Morristown, NJ Restaurant Mar-93 0 31,568
Villa Enterprises Ltd.......... Morristown, NJ Restaurant Mar-93 0 37,513
Virtuoso Dba, Wm. S.
Sparling..................... Greensboro, NC Telecommunications Nov-97 0 29,502
Visicom Laboratories Inc....... San Diego, CA Manufacturing & Production Aug-95 0 32,964
Vitrex Corp.................... Ogden, UT Computers Oct-97 0 27,945
Vk Productions, dba Van Karn... W. Hollywood, CA Audio Equipment Nov-96 0 55,145
Vnr-1 Video Public
Relations, Inc............... Arlington, TX Video Production Oct-97 0 55,124
Vogt Construction Co., Inc..... Omaha, NE Computers Mar-95 0 32,368
Volante's Ranch
Market, Inc.................. Rancho Santa Fe, CA Retail Nov-92 0 29,972
Voyale Corp.................... Cleveland, OH Computers Aug-95 0 34,843
Vraneberry'S, Inc.............. Brandon, OR Manufacturing & Production Dec-97 0 59,716
Waggoner Shumate Printing...... Rogers, AR Printing Dec-92 59,662 5,778
Wagner College................. Staten Island, NY Environmental Mar-93 0 44,174
Waltec American
Forgings, Inc................ Waterbury, CT Computers Mar-93 0 26,944
Wam!Net,Inc.................... Minneapolis, MN Telecommunications. Jul-98 0 1,090,768
Wang's International, Inc...... Memphis, TN Fixtures Dec-93 591,042 285,442
Wang's International, Inc...... Memphis, TN Material Handling Dec-92 946,723 333,462
Warren/Kremer/Cmp/
Advertising, Inc............. New York, NY Computers Aug-97 0 52,558
Warren-Taylor Corp............. New York, NY Restaurant Aug-96 0 56,630
Waterford Hotel Group, Inc..... Waterford, CT Computers Mar-93 0 38,174
Welding Equip & Supply Corp.... Greenwich, CT Material Handling Mar-93 0 50,739
Well Built Radiator
Manufact-.................... Gardena, CA Manufacturing & Production Oct-98 0 408,000
West Coast Video of Falls
Church....................... Falls Church, VA Computers Nov-92 0 32,713
West Hollywood Printing &
Copy......................... Los Angeles, CA Printing Jan-97 0 39,918
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Us Mortgage Reduction, Inc..... $ 35,728
US Repeating Arms
Company, Inc................. 219,508
USI Of Westchester............. 27,309
USI, Inc....................... 61,353
USX Corp....................... 2,862,296
USX Corp....................... 1,285,895
Uvalde County Clinic........... 83,134
V & J Restaurant............... 54,863
Vacation Escape, Inc........... 39,535
Valley Best Way Building....... 26,664
Valley Stream Sch Dist......... 27,288
Valve Technologies, Inc........ 56,217
Van Den Bergh Foods Company.... 78,864
Van Gogh Offset Plat Co........ 40,008
Van Gorderr Studios Inc........ 34,638
Vaxa International Inc......... 35,070
Venerable Companies, Ltd....... 38,176
Venice Bakery
Dba,Ronic, Inc............... 42,899
Vermont Yankee Nuclear......... 165,888
Vertex Group, Inc.............. 26,856
Veterinary Emergency........... 37,865
Video-It, Inc.................. 44,072
Viking Air Tools, Inc.......... 89,992
Viking Air Tools, Inc.......... 110,663
Viking Air Tools, Inc.......... 43,874
Villa Enterprises Ltd.......... 56,147
Villa Enterprises Ltd.......... 31,568
Villa Enterprises Ltd.......... 37,513
Virtuoso Dba, Wm. S.
Sparling..................... 29,502
Visicom Laboratories Inc....... 32,964
Vitrex Corp.................... 27,945
Vk Productions, dba Van Karn... 55,145
Vnr-1 Video Public
Relations, Inc............... 55,124
Vogt Construction Co., Inc..... 32,368
Volante's Ranch
Market, Inc.................. 29,972
Voyale Corp.................... 34,843
Vraneberry'S, Inc.............. 59,716
Waggoner Shumate Printing...... 65,440
Wagner College................. 44,174
Waltec American
Forgings, Inc................ 26,944
Wam!Net,Inc.................... 1,090,768
Wang's International, Inc...... 876,484
Wang's International, Inc...... 1,280,185
Warren/Kremer/Cmp/
Advertising, Inc............. 52,558
Warren-Taylor Corp............. 56,630
Waterford Hotel Group, Inc..... 38,174
Welding Equip & Supply Corp.... 50,739
Well Built Radiator
Manufact-.................... 408,000
West Coast Video of Falls
Church....................... 32,713
West Hollywood Printing &
Copy......................... 39,918
</TABLE>
B-97
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- ---------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Western Franchise
Development, Inc............. Dublin, CA Restaurant Sep-97 $ 0 $ 284,878
Western Franchise
Development, Inc............. Dublin, CA Restaurant Oct-97 0 103,584
Western Giant
Enterprises, Inc............. Los Angeles, CA Medical Dec-97 0 66,888
Western Interstate Mortgage.... Orange, CA Computers Oct-97 0 52,679
Western Property
Financial, Inc............... Irvine, CA Telecommunications Feb-93 0 27,205
Western State Univ. Of So.
Ca........................... Fullerton, CA Other--Books Nov-97 0 51,233
West-Reeves, Inc............... Waxahatchie, TX Manufacturing & Production Feb-95 0 34,101
WFSB TV-3...................... Hartford, CT Telecommunications May-93 0 65,647
What's Cooking................. Newport Beach, CA Computers Nov-92 0 31,460
Whelen Engineering Company..... Chester, CT Telecommunications May-93 0 85,982
Whiting Products Inc........... Hamden, CT Telecommunications May-93 0 33,153
William A Schmidt &
Sons, Inc.................... Chester, PA Manufacturing & Production Mar-93 0 28,961
William Carter Company......... Shelton, CT Telecommunications May-93 0 47,049
William Pressley &
Associates................... Cambridge, MA Computers Nov-92 0 25,232
Willow Oaks Farm, Inc.......... Columbia, SC Restaurant Dec-96 0 27,674
WINK Investment Group.......... Bloomingdale, IL Restaurant Nov-92 0 30,388
Winn Associates, Inc........... Foster City, CA Copiers Aug-94 0 30,026
Winners Hotel And Casino....... Winnemucca, NV Fixtures Apr-98 0 416,159
Wisconsin Color Press, Inc..... Milwaukee, WI Printing Jan-98 0 47,272
Wisconsin Truss, Inc........... Cornell, WI Computers Mar-93 0 26,664
Witter Gas & Oil............... Port Allegany, PA Fixtures Aug-96 0 37,346
Women's Health Consultants..... Chicago, IL Computers Feb-93 0 37,576
Women's Medical Care........... Newburgh, NY Medical Mar-93 0 30,101
Woodlawn Construction
Co., Inc..................... Ashland, VA Computers Oct-97 0 28,217
Woodway Country Club........... Darien, CT Telecommunications Mar-93 0 28,071
Worcester Brothers
Company, Inc................. Baltimore, MD Manufacturing & Production Mar-93 0 30,735
World Gym
Poughkeepsie, Inc............ Poughkeepsie, NY Medical Mar-93 0 26,500
World Gym Stamford............. Stamford, CT Medical Mar-93 0 25,883
World Wide Security Systems.... Garden City, NY Computers Dec-97 0 57,336
Wymore Ob-Gyn.................. Windsor, CT Medical Mar-93 0 47,995
Xerox Corp..................... Webster, NY Fixtures Jan-97 243,065 111,141
Young Men's Christian Center... Stamford, CT Fixtures Mar-93 0 34,635
Your Video Productions......... Costa Mesa, CA Video Production Sep-97 0 48,296
Yves' Bistro................... Anaheim, CA Restaurant Nov-92 0 28,556
YWC, Inc....................... Monroe, CT Telecommunications Mar-93 0 30,856
Zbr Publications, Inc.......... Haverhill, MA Printing Sep-97 0 46,025
Total Equipment transactions less than $25,000.................. 1,798,978 59,484,352
----------- ------------
$80,961,864 $198,363,604
=========== ============
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Western Franchise
Development, Inc............. $ 284,878
Western Franchise
Development, Inc............. 103,584
Western Giant
Enterprises, Inc............. 66,888
Western Interstate Mortgage.... 52,679
Western Property
Financial, Inc............... 27,205
Western State Univ. Of So.
Ca........................... 51,233
West-Reeves, Inc............... 34,101
WFSB TV-3...................... 65,647
What's Cooking................. 31,460
Whelen Engineering Company..... 85,982
Whiting Products Inc........... 33,153
William A Schmidt &
Sons, Inc.................... 28,961
William Carter Company......... 47,049
William Pressley &
Associates................... 25,232
Willow Oaks Farm, Inc.......... 27,674
WINK Investment Group.......... 30,388
Winn Associates, Inc........... 30,026
Winners Hotel And Casino....... 416,159
Wisconsin Color Press, Inc..... 47,272
Wisconsin Truss, Inc........... 26,664
Witter Gas & Oil............... 37,346
Women's Health Consultants..... 37,576
Women's Medical Care........... 30,101
Woodlawn Construction
Co., Inc..................... 28,217
Woodway Country Club........... 28,071
Worcester Brothers
Company, Inc................. 30,735
World Gym
Poughkeepsie, Inc............ 26,500
World Gym Stamford............. 25,883
World Wide Security Systems.... 57,336
Wymore Ob-Gyn.................. 47,995
Xerox Corp..................... 354,206
Young Men's Christian Center... 34,635
Your Video Productions......... 48,296
Yves' Bistro................... 28,556
YWC, Inc....................... 30,856
Zbr Publications, Inc.......... 46,025
61,283,329
------------
$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 December 31, 1999
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
B-98
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--RECENT PUBLIC PROGRAMS
(UNAUDITED)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently
under management for ICON Cash Flow Partners, L.P., Series E at December 31,
1999 pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
EQUIPMENT EQUIPMENT EQUIPMENT TOTAL
CATEGORY LEASES FINANCINGS PORTFOLIO
-------- ---------- ---------- -----------
<S> <C> <C> <C>
Aircraft.................................................... 22,307,742 702,508 23,010,250
Computer Systems............................................ 8,561,647 5,611,135 14,172,782
Rotall Systems.............................................. 15,270,263 703,587 15,973,850
Manufacturing & Production.................................. 10,175,148 2,726,101 12,901,249
Telecommunications.......................................... 7,816,337 2,160,452 9,976,789
Office Furniture & Fixtures................................. 3,391,855 6,105,844 9,497,699
Restaurant Equipment........................................ 1,731,504 2,717,863 4,449,367
Medical..................................................... 1,599,934 1,487,306 3,087,242
Automotive.................................................. 88,406 2,152,555 2,240,961
Construction................................................ 388,964 1,165,769 1,554,753
Miscellaneous............................................... 2,050,483 1,726,473 3,776,956
Material Handling........................................... 787,160 616,833 1,403,993
Sanitation.................................................. 1,014,544 39,750 1,054,294
---------- ---------- -----------
75,184,007 27,916,178 103,100,185
========== ========== ===========
</TABLE>
B-99
<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
December 31, 1999
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
21-44 Utopia Parkway
Restaurant.................... Washingtonville, NY Fixture Mar-95 $ 0 $ 29,650
3 East 48th Restaurant, Inc..... New York, NY Retail Jun-94 0 26,897
A C Color Separators............ Los Angeles, CA Printing Feb-95 0 41,118
A. I. Leasing Inc............... Herndon, VA Aircraft Aug-96 18,186,117 1,409,839
A.F. Salciccia, Inc............. Campbell, CA Retail Apr-94 0 27,931
A.J.L.C. Inc.................... Alamonte Spring, FL Restaurant Dec-95 0 31,118
A.J.L.C. Inc.................... Altamonte Spring, FL Restaurant Sep-95 0 39,620
A.W. Chesterton Company......... Stoneham, MA Copiers Jan-96 206,026 14,099
A.W. Chesterton Company......... Stoneham, MA Manufacturing & Production Jan-96 118,415 12,062
A.W. Chesterton Company......... Stoneham, MA Manufacturing & Production Jan-96 217,267 22,296
A.W. Chesterton Company......... Stoneham, MA Telecommunications Jan-96 114,538 11,923
Act Manufacturing Inc........... Hudson, MA Computers Jan-96 589,879 55,535
Act Manufacturing Inc........... Hudson, MA Furniture Jan-96 71,318 6,643
Act Manufacturing Inc........... Hudson, MA Manufacturing & Production Jan-96 618,516 64,137
Act Manufacturing Inc........... Hudson, MA Telecommunications Jan-96 134,943 14,228
Action Printech, Inc............ Westland, MI Printing Feb-95 0 163,066
Ad Press Communications......... Greensboro, NC Printing Feb-95 0 54,897
Ad-Mat Coasters USA, Inc........ Johnson City, TN Printing Feb-95 0 55,658
Advance Mailing & Fulfillment... Marietta, GA Printing Feb-95 0 32,885
Advanced Graphics, Inc.......... Sandy, UT Printing Feb-95 0 53,999
Advanco Fore Protection......... Montclair, CA Material Handling Jul-96 0 44,189
Advertising Systems, Inc........ Marlton, NJ Computers Jul-96 0 56,727
Aero Bookbinding................ Sterling, VA Printing Feb-95 0 91,318
Afc Cable Systems Inc........... New Bedford, MA Manufacturing & Production Jan-96 2,083,928 233,936
Air Age Images.................. Valencia, CA Computers Apr-96 0 26,138
Alaska Air...................... Seatle, WA Transportation Mar-95 16,316,603 3,630,337
Alberto's Printing.............. San Francisco, CA Printing Feb-95 0 26,813
Alden Graphics, Inc............. Lincoln Park, MI Printing Feb-95 0 55,763
Alexander & Alexander........... Owings Mills, MD Computers Jan-96 2,699,221 347,976
All Pro Photo Lab,Inc........... River Grove, IL Printing Oct-96 0 53,499
All Star Printing, Inc.......... Woodstock, GA Printing Feb-95 0 51,579
Allen Printing Co............... Nashville, TN Printing Feb-95 0 122,663
Allied Printing
Services Inc.................. Manchester, CT Computers Jan-96 84,339 7,259
Allied Printing
Services Inc.................. Manchester, CT Manufacturing & Production Jan-96 401,449 54,708
Alvmar, Inc..................... Lawrence, KS Agriculture Mar-95 0 37,934
American Advertising
Federation.................... Washington, DC Printing Feb-95 0 35,792
American Foundrymen's Society... Des Plaines, IL Printing Feb-95 0 36,551
Amvets National Headquarters.... Lanham, MD Printing Feb-95 0 29,071
Anderson Performance Printing... Cookeville, TN Printing Feb-95 0 580,736
Antoine Bonsorte................ N. Hollywood, CA Computers Aug-96 0 44,049
ARG Enterprises, Inc............ Newport Beach, CA Restaurant Dec-94 0 583,037
Arrow Comp, Inc................. West Boylston, MA Manufacturing & Production Feb-95 0 55,110
Artco Printing, Inc............. Boiceville, NY Printing Feb-95 0 69,370
Artcraft Photo Lab, Inc......... Statesville, NC Printing Feb-95 0 40,079
Arthur Morgan Publishing Co..... Morton Grove, IL Computers Feb-95 0 237,800
Asa Solutions, Inc.............. Scottsdale, AZ Computers Jan-97 0 39,262
Atlanta Printing & Design....... Smyrna, GA Printing Feb-95 0 48,510
Augat, Inc...................... Mansfield, MA Computers Mar-95 1,111,386 97,107
Augustin Graphics............... Fullerton, CA Printing Feb-95 0 72,442
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
21-44 Utopia Parkway
Restaurant.................... $ 29,650
3 East 48th Restaurant, Inc..... 26,897
A C Color Separators............ 41,118
A. I. Leasing Inc............... 19,595,956
A.F. Salciccia, Inc............. 27,931
A.J.L.C. Inc.................... 31,118
A.J.L.C. Inc.................... 39,620
A.W. Chesterton Company......... 220,126
A.W. Chesterton Company......... 130,477
A.W. Chesterton Company......... 239,563
A.W. Chesterton Company......... 126,461
Act Manufacturing Inc........... 645,414
Act Manufacturing Inc........... 77,961
Act Manufacturing Inc........... 682,653
Act Manufacturing Inc........... 149,172
Action Printech, Inc............ 163,066
Ad Press Communications......... 54,897
Ad-Mat Coasters USA, Inc........ 55,658
Advance Mailing & Fulfillment... 32,885
Advanced Graphics, Inc.......... 53,999
Advanco Fore Protection......... 44,189
Advertising Systems, Inc........ 56,727
Aero Bookbinding................ 91,318
Afc Cable Systems Inc........... 2,317,864
Air Age Images.................. 26,138
Alaska Air...................... 19,946,940
Alberto's Printing.............. 26,813
Alden Graphics, Inc............. 55,763
Alexander & Alexander........... 3,047,197
All Pro Photo Lab,Inc........... 53,499
All Star Printing, Inc.......... 51,579
Allen Printing Co............... 122,663
Allied Printing
Services Inc.................. 91,598
Allied Printing
Services Inc.................. 456,157
Alvmar, Inc..................... 37,934
American Advertising
Federation.................... 35,792
American Foundrymen's Society... 36,551
Amvets National Headquarters.... 29,071
Anderson Performance Printing... 580,736
Antoine Bonsorte................ 44,049
ARG Enterprises, Inc............ 583,037
Arrow Comp, Inc................. 55,110
Artco Printing, Inc............. 69,370
Artcraft Photo Lab, Inc......... 40,079
Arthur Morgan Publishing Co..... 237,800
Asa Solutions, Inc.............. 39,262
Atlanta Printing & Design....... 48,510
Augat, Inc...................... 1,208,493
Augustin Graphics............... 72,442
</TABLE>
B-100
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Aveka, Inc...................... Woodbury, MN Manufacturing & Production Feb-97 $ 0 $ 49,904
Bailey Oil Co., Inc............. Heyburn, ID Material Handling Mar-95 0 115,273
Banana Blueprint, Inc........... Costa Mesa, CA Printing Feb-95 0 68,351
Best Shot, Inc.................. Landover, MD Printing Feb-95 0 43,209
Bet Inc......................... Atlanta, GA Construction Dec-95 16,990,448 5,073,822
Birchwood Marketing Graphics.... Rancho Cucamong, CA Computers Feb-95 0 27,414
Bistro 821 Dba, Mikli
Enterprises, Inc.............. Naples, FL Retail Jan-97 0 27,608
Black Lab, Inc.................. Richmond, VT Printing Feb-95 0 35,945
Blacktop Industries............. Kenova, WV Manufacturing & Production Aug-95 0 54,335
Blazing Pages, Inc.............. Huntington Beac, CA Printing Feb-95 0 118,039
Bmg Printing.................... Holbrook, NY Printing Feb-95 0 121,201
Boge/Nelson, Inc................ Anaheim, CA Manufacturing & Production Feb-95 0 70,269
Brenlar Investments, Inc........ Novaro, CA Furniture Oct-94 0 312,090
Brett Corp...................... San Diego, CA Printing Feb-95 0 33,178
Brett Corp...................... San Diego, CA Printing Feb-95 0 86,013
Brevard County School Board..... Melbourne, FL Printing Feb-95 0 43,978
Brian D. Mudd DDS............... Oceanside, CA Computers Aug-95 0 35,593
Brookville Group, Inc........... Melville, NY Medical May-96 0 37,239
Brt Video Inc................... Ft. Lauderdale, FL Computers Nov-95 0 50,193
Burns & Kent, Inc............... Atlanta, GA Printing Feb-95 0 25,609
Bybee Studios................... San Francisco, CA Computers Oct-96 0 30,985
C&A Industries, Inc............. Omaha, NE Printing Feb-95 0 104,341
California Bottling Co.......... Auburn, CA Manufacturing & Production Jan-97 0 34,230
Camino West Coast Service....... Redlands, CA Computers Aug-95 0 32,857
Carrousel Saloon, Inc........... West Mifflin, PA Restaurant Sep-94 0 94,554
Cartersville Letter
Shop, Inc..................... Cartersville, GA Printing Feb-95 0 33,952
Central Typesetting, Inc........ San Diego, CA Printing Feb-95 0 362,431
Chia Financial Group............ Pico Rivers, CA Retail Jan-96 0 30,958
CIS Corporation................. Montvale, NJ Telecommunications Nov-96 0 2,753,118
CIS Corporation................. Collegeville, PA Telecommunications Nov-96 8,265,902 2,880,326
Citi Habitats, Inc.............. New York, NY Computers Nov-98 0 72,747
CJ Printing..................... Montclair, CA Printing Feb-95 0 63,150
Clancy's Inc.................... Noblesville, IN Restaurant Oct-96 0 618,000
Coastal Offset Preparations..... Santa Ana, CA Printing Feb-95 0 42,061
Color On Line................... New Berlin, WI Printing Feb-95 0 39,236
Coloredge, Inc.................. Newport Beach, CA Printing Feb-95 0 185,685
Colour Concepts................. Riverside, CA Manufacturing & Production Feb-95 0 183,665
Colours Printing & Graphics..... Irvine, CA Printing Feb-95 0 64,543
Com/Tech Communication.......... New York, NY Manufacturing & Production Aug-95 0 58,004
Commercial Food Equipment Co.... Tempe, AZ Computers Jan-97 0 33,299
Compuflex Systems............... Edison, NJ Computers Jun-96 0 99,228
Concept II Graphics, Inc........ Baltimore, MD Manufacturing & Production Feb-95 0 117,790
Coppinger & Affiliates.......... Cleveland, TN Printing Feb-95 0 47,018
Copy Corner, Inc................ San Diego, CA Printing Feb-95 0 25,592
Corporate Printing, Inc......... Tampa, FL Printing Feb-95 0 30,602
Creative Directors, Inc......... Coral Gables, FL Manufacturing & Production Feb-95 0 26,041
Creative Playthings............. Herndon, PA Manufacturing & Production Jun-95 343,336 35,301
Creative Playthings Ltd......... Framingham, MA Manufacturing & Production Jan-96 272,439 30,196
Creative Playthings Ltd......... Framingham, MA Material Handling Jan-96 39,397 4,607
Creative Printing & Graphic..... Orlando, FL Printing Feb-95 0 26,196
Crooks Printing
Service, Inc.................. Hollywood, FL Printing Feb-95 0 27,801
Crooks Printing
Service, Inc.................. Hollywood, FL Printing Feb-95 0 29,214
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Aveka, Inc...................... $ 49,904
Bailey Oil Co., Inc............. 115,273
Banana Blueprint, Inc........... 68,351
Best Shot, Inc.................. 43,209
Bet Inc......................... 22,064,270
Birchwood Marketing Graphics.... 27,414
Bistro 821 Dba, Mikli
Enterprises, Inc.............. 27,608
Black Lab, Inc.................. 35,945
Blacktop Industries............. 54,335
Blazing Pages, Inc.............. 118,039
Bmg Printing.................... 121,201
Boge/Nelson, Inc................ 70,269
Brenlar Investments, Inc........ 312,090
Brett Corp...................... 33,178
Brett Corp...................... 86,013
Brevard County School Board..... 43,978
Brian D. Mudd DDS............... 35,593
Brookville Group, Inc........... 37,239
Brt Video Inc................... 50,193
Burns & Kent, Inc............... 25,609
Bybee Studios................... 30,985
C&A Industries, Inc............. 104,341
California Bottling Co.......... 34,230
Camino West Coast Service....... 32,857
Carrousel Saloon, Inc........... 94,554
Cartersville Letter
Shop, Inc..................... 33,952
Central Typesetting, Inc........ 362,431
Chia Financial Group............ 30,958
CIS Corporation................. 2,753,118
CIS Corporation................. 11,146,228
Citi Habitats, Inc.............. 72,747
CJ Printing..................... 63,150
Clancy's Inc.................... 618,000
Coastal Offset Preparations..... 42,061
Color On Line................... 39,236
Coloredge, Inc.................. 185,685
Colour Concepts................. 183,665
Colours Printing & Graphics..... 64,543
Com/Tech Communication.......... 58,004
Commercial Food Equipment Co.... 33,299
Compuflex Systems............... 99,228
Concept II Graphics, Inc........ 117,790
Coppinger & Affiliates.......... 47,018
Copy Corner, Inc................ 25,592
Corporate Printing, Inc......... 30,602
Creative Directors, Inc......... 26,041
Creative Playthings............. 378,637
Creative Playthings Ltd......... 302,634
Creative Playthings Ltd......... 44,004
Creative Printing & Graphic..... 26,196
Crooks Printing
Service, Inc.................. 27,801
Crooks Printing
Service, Inc.................. 29,214
</TABLE>
B-101
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cumberland Farms Inc............ Canton, MA Manufacturing & Production Oct-95 $ 0 $ 3,200,554
Curtin & Pease/Peneco, Inc...... Tampa, FL Printing Feb-95 0 28,549
Custom Black & White............ Santa Ana, CA Printing Feb-95 0 55,227
D.G.A. Printing, Inc............ Sterling Height, MI Printing Feb-95 0 25,710
D.S.I. Graphics, Inc............ Irvine, CA Printing Feb-95 0 47,158
David Levey..................... Concord, CA Restaurant Sep-95 0 117,421
David Levey..................... Concord, CA Restaurant Aug-95 0 85,143
Delco Oil, Inc.................. Deland, FL Fixtures Oct-96 0 124,673
Developmental Dynamics,Inc...... Los Angeles, CA Furniture Nov-98 0 35,500
Dicon Inc....................... Fairlawn, NJ Manufacturing & Production Aug-95 0 46,388
Digit Imaging Centers, Inc...... Minneapolis, MN Computers Feb-95 0 163,080
Diversifax, Inc................. Valley Stream, NY Manufacturing & Production Feb-97 0 59,690
DJ's Woodshop................... St. Augustine, FL Computers Oct-96 0 33,377
DLD Partners.................... Sand City, CA Manufacturing & Production Apr-96 0 30,875
Doran Printing Co. Inc.......... New Brunswick, NJ Manufacturing & Production Aug-95 0 31,505
Doyle Printing & Offset
Co., Inc...................... Landover, MD Printing Feb-95 0 126,596
Draughon Brothers, Inc.......... Fayetteville, NC Audio Nov-96 0 59,049
Duncan Oil Company, Inc......... Beavercreek, OH Fixture Mar-94 0 116,421
E. John Schmitz & Sons, Inc..... Sparks, MD Printing Feb-95 0 32,377
E.R.S. Wash Inc................. Glouster, MA Restaurant Nov-95 0 52,487
Eagle Graphics, Inc............. Wall, NJ Printing Feb-95 0 49,511
Eberle Communications Group..... Mclean, VA Furniture Nov-94 0 119,407
Economy Motels, Inc............. Shreveport, LA Fixture Jun-94 0 42,320
Econ-O-Plate, Inc............... Los Angeles, CA Printing Feb-95 0 39,520
Econ-O-Plate, Inc............... Los Angeles, CA Printing Feb-95 0 316,135
Editran, Inc.................... Milwaukee, WI Video Production Oct-96 0 31,807
Edwards Graphic Arts, Inc....... Des Moines, IA Printing Feb-95 0 38,291
Eka Chemical.................... Marietta, GA Manufacturing & Production Sep-98 526,499 1,402,960
Electric Pencil................. Los Angeles, CA Computers Feb-95 0 37,768
Electro Graphics................ Fountain Valley, CA Printing Feb-95 0 58,499
Electronic Publishing
Services...................... Kahului, HI Printing Feb-95 0 88,012
Eli's, Inc...................... Omaha, NE Computers Feb-95 0 33,797
Eli's, Inc...................... Omaha, NE Manufacturing & Production Mar-95 0 410,745
Eli's, Inc...................... Omaha, NE Printing Feb-95 0 362,433
Elk Litho Service, Inc.......... Fraser, MI Printing Feb-95 0 35,633
Elmwood Park Physcl Therapy..... Elmwood Park, NJ Medical Aug-95 0 38,614
Enhanced Commnctns.............. New Castle, DE Furniture Jul-96 0 50,544
Entrepreneur, Inc............... Irvine, CA Printing Feb-95 0 43,448
Equinox Travel Inc.............. Manhasset, NY Manufacturing & Production Aug-95 0 30,195
Eurocolor Corp.................. San Francisco, CA Office Equipment Aug-95 0 27,724
Ever Ready Printers............. San Francisco, CA Printing Feb-95 0 25,092
Executive Computer Services..... Clearwater, FL Printing Feb-95 0 27,373
Eye Four Color, Inc............. Marina Del Rey, CA Printing Feb-95 0 47,067
F & F General Corp.............. Brooklyn, NY Computers Aug-95 0 47,752
Fairfield Center................ East Orange, NJ Manufacturing & Production Aug-95 0 50,393
Fender Mender, Inc.............. Ft. Lauderdale, FL Automotive Jan-97 0 60,969
Fidelity Printing Corp.......... Saint Petersbur, FL Printing Feb-95 0 33,213
Fidelity Printing Corp.......... Saint Petersbur, FL Printing Feb-95 0 75,061
Field Fresh Foods Inc........... Inglewood, CA Restaurant Feb-97 0 55,524
Fitch Graphics Ltd.............. New York, NY Printing Feb-95 0 62,674
For Color....................... Springfield, IL Printing Feb-95 0 25,014
Fordick Corp.................... Lenexa, KS Manufacturing & Production Jan-95 0 28,250
Fox Family Printing............. Las Vegas, NV Printing Feb-95 0 115,553
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Cumberland Farms Inc............ $ 3,200,554
Curtin & Pease/Peneco, Inc...... 28,549
Custom Black & White............ 55,227
D.G.A. Printing, Inc............ 25,710
D.S.I. Graphics, Inc............ 47,158
David Levey..................... 117,421
David Levey..................... 85,143
Delco Oil, Inc.................. 124,673
Developmental Dynamics,Inc...... 35,500
Dicon Inc....................... 46,388
Digit Imaging Centers, Inc...... 163,080
Diversifax, Inc................. 59,690
DJ's Woodshop................... 33,377
DLD Partners.................... 30,875
Doran Printing Co. Inc.......... 31,505
Doyle Printing & Offset
Co., Inc...................... 126,596
Draughon Brothers, Inc.......... 59,049
Duncan Oil Company, Inc......... 116,421
E. John Schmitz & Sons, Inc..... 32,377
E.R.S. Wash Inc................. 52,487
Eagle Graphics, Inc............. 49,511
Eberle Communications Group..... 119,407
Economy Motels, Inc............. 42,320
Econ-O-Plate, Inc............... 39,520
Econ-O-Plate, Inc............... 316,135
Editran, Inc.................... 31,807
Edwards Graphic Arts, Inc....... 38,291
Eka Chemical.................... 1,929,459
Electric Pencil................. 37,768
Electro Graphics................ 58,499
Electronic Publishing
Services...................... 88,012
Eli's, Inc...................... 33,797
Eli's, Inc...................... 410,745
Eli's, Inc...................... 362,433
Elk Litho Service, Inc.......... 35,633
Elmwood Park Physcl Therapy..... 38,614
Enhanced Commnctns.............. 50,544
Entrepreneur, Inc............... 43,448
Equinox Travel Inc.............. 30,195
Eurocolor Corp.................. 27,724
Ever Ready Printers............. 25,092
Executive Computer Services..... 27,373
Eye Four Color, Inc............. 47,067
F & F General Corp.............. 47,752
Fairfield Center................ 50,393
Fender Mender, Inc.............. 60,969
Fidelity Printing Corp.......... 33,213
Fidelity Printing Corp.......... 75,061
Field Fresh Foods Inc........... 55,524
Fitch Graphics Ltd.............. 62,674
For Color....................... 25,014
Fordick Corp.................... 28,250
Fox Family Printing............. 115,553
</TABLE>
B-102
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Fox Family Printing............. Las Vegas, NV Printing Feb-95 $ 0 $ 51,829
France Croissant, Ltd........... New York, NY Restaurant Oct-96 0 52,450
Frantz Printing
Service, Inc.................. Dallas, TX Printing Feb-95 0 43,863
Fredco Manufacturer's........... Mission Viego, CA Computers Apr-94 0 26,079
G & W Enterprises, Inc.......... Sacramento, CA Printing Feb-95 0 81,747
General Computer Corp........... Twinsburg, OH Computers Aug-95 0 46,784
Gesek's, Inc.................... Glen Burnie, MD Automotive Nov-94 0 27,829
Girardo & Decaro Cardiolo....... Philadelphia, PA Medical Aug-95 0 31,874
Glenville Family Dental......... Glenville, NY Computers Aug-95 0 26,209
Global Graphics, Inc............ Elmhurst, IL Computers Feb-95 0 51,499
Global Group, Inc............... Fort Worth, TX Printing Feb-95 0 33,277
Glory Bound..................... Nashville, TN Printing Feb-95 0 51,168
Gopher State Litho Corp......... Minneapolis, MN Printing Feb-95 0 69,910
Graphicomm...................... San Diego, CA Printing Feb-95 0 26,212
Graphics Plus Printing, Inc..... Cortland, NY Printing Feb-95 0 260,067
Great Impressions, Inc.......... Nashville, TN Printing Feb-95 0 42,082
Greece Central School
District...................... North Greece, NY Printing Feb-95 0 41,635
Grossmont Medical Center........ La Mesa, CA Computers Aug-95 0 27,239
Guffey Enterprises, Inc......... Mammoth Lakes, CA Retail Jul-96 0 31,757
H.W. Shepherd & Sons, Inc....... Richburg, SC Manufacturing & Production Dec-96 0 38,812
Hafer Marketing Corp............ Clearwater, FL Manufacturing & Production Oct-95 0 47,614
Haig Press, Inc................. Plainview, NY Printing Feb-95 0 48,906
Haig's Printing................. Palm Springs, CA Printing Feb-95 0 33,566
Hamco Corp...................... Poughkeepsie, NY Printing Feb-95 0 443,524
Hamco Corp...................... Poughkeepsie, NY Printing Feb-95 0 26,382
Hampton Pediatric Dental........ Southampton, NY Medical Aug-95 0 28,955
Harvard Pinnacle Group.......... Harvard, MA Manufacturing & Production Aug-95 0 30,535
Hauppauge Record Manuf.......... Hauppauge, NY Manufacturing & Production Nov-96 0 65,759
Healthsmart Inc................. Ossining, NY Manufacturing & Production Aug-95 0 36,202
Heritage Printing & Graphics.... Lexington Park, MD Printing Feb-95 0 62,626
Hodgins Printing Co., Inc....... Batavia, NY Printing Feb-95 0 36,113
Home Paramount Pest Control
Co............................ Baltimore, MD Printing Feb-95 0 37,676
Hotopp Associates Limited....... New York, NY Computers Feb-96 0 58,646
Howard Schwartz Recording....... New York, NY Audio Equipment Aug-95 0 43,608
Howard University............... Washington, DC Printing Feb-95 0 125,401
HSM Packaging................... Syracuse, NY Printing Feb-95 0 26,008
Hunt Valley Motor
Coach, Inc.................... Hunt Valley, MD Computers Mar-95 0 34,977
Ibbetson Enterprises............ Mount Laurel, NJ Manufacturing & Production Apr-96 0 56,511
Idom Inc........................ Newark, NJ Furniture Aug-95 0 35,487
Industrial Printing............. Anaheim, CA Manufacturing & Production Feb-95 0 52,197
Ink On Paper Printing Co........ Farmington Hill, MI Printing Feb-95 0 37,979
Inland Color Graphics........... Corona, CA Printing Feb-95 0 201,733
Inland Color Graphics........... Corona, CA Printing Feb-95 0 28,353
Inland Printworks............... Riverside, CA Printing Feb-95 0 110,604
Institute Publishing, Inc....... Loganville, GA Printing Feb-95 0 227,055
Institute Publishing, Inc....... Loganville, GA Printing Feb-95 0 27,568
Institutional Laundry
Services...................... Lakewood, NJ Manufacturing & Production Aug-95 0 39,636
Intellisys Technology Corp...... Fairfax, VA Printing Feb-95 0 28,768
Interactive Sites, Inc.......... Phoenix, AZ Office Equipment. Nov-96 0 28,701
Inter-Link Investment........... Visalia, CA Furniture Jun-96 0 55,078
International Circuits &
Components.................... Anaheim, CA Computers Jul-96 0 59,350
International Software.......... Frederick, MD Printing Feb-95 0 50,695
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Fox Family Printing............. $ 51,829
France Croissant, Ltd........... 52,450
Frantz Printing
Service, Inc.................. 43,863
Fredco Manufacturer's........... 26,079
G & W Enterprises, Inc.......... 81,747
General Computer Corp........... 46,784
Gesek's, Inc.................... 27,829
Girardo & Decaro Cardiolo....... 31,874
Glenville Family Dental......... 26,209
Global Graphics, Inc............ 51,499
Global Group, Inc............... 33,277
Glory Bound..................... 51,168
Gopher State Litho Corp......... 69,910
Graphicomm...................... 26,212
Graphics Plus Printing, Inc..... 260,067
Great Impressions, Inc.......... 42,082
Greece Central School
District...................... 41,635
Grossmont Medical Center........ 27,239
Guffey Enterprises, Inc......... 31,757
H.W. Shepherd & Sons, Inc....... 38,812
Hafer Marketing Corp............ 47,614
Haig Press, Inc................. 48,906
Haig's Printing................. 33,566
Hamco Corp...................... 443,524
Hamco Corp...................... 26,382
Hampton Pediatric Dental........ 28,955
Harvard Pinnacle Group.......... 30,535
Hauppauge Record Manuf.......... 65,759
Healthsmart Inc................. 36,202
Heritage Printing & Graphics.... 62,626
Hodgins Printing Co., Inc....... 36,113
Home Paramount Pest Control
Co............................ 37,676
Hotopp Associates Limited....... 58,646
Howard Schwartz Recording....... 43,608
Howard University............... 125,401
HSM Packaging................... 26,008
Hunt Valley Motor
Coach, Inc.................... 34,977
Ibbetson Enterprises............ 56,511
Idom Inc........................ 35,487
Industrial Printing............. 52,197
Ink On Paper Printing Co........ 37,979
Inland Color Graphics........... 201,733
Inland Color Graphics........... 28,353
Inland Printworks............... 110,604
Institute Publishing, Inc....... 227,055
Institute Publishing, Inc....... 27,568
Institutional Laundry
Services...................... 39,636
Intellisys Technology Corp...... 28,768
Interactive Sites, Inc.......... 28,701
Inter-Link Investment........... 55,078
International Circuits &
Components.................... 59,350
International Software.......... 50,695
</TABLE>
B-103
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
International Software.......... Frederick, MD Printing Feb-95 $ 0 $ 177,146
International Software.......... Frederick, MD Printing Feb-95 0 42,216
Intersolv, Inc.................. Rockville, MD Computers Dec-94 956,149 99,775
Intersolve, Inc................. Rockville, MD Computers Mar-95 2,373,543 314,047
Interstate Graphics............. Dayton, OH Printing Feb-95 0 58,119
IPS Corporation................. Gardena, CA Printing Feb-95 0 26,606
Isons Kwick Printing Center..... Winter Park, FL Printing Feb-95 0 36,636
J & B Finishing................. Tucker, GA Printing Feb-95 0 47,067
J & M Ventures.................. Morgan Hill, CA Manufacturing & Production Apr-96 0 54,083
J & M Ventures, Inc............. Morgan Hill, CA Manufacturing & Production Mar-96 0 46,382
J & R Graphics, Inc............. Hanover, MA Printing Feb-95 0 207,509
J K Strauss, Inc................ Indianapolis, IN Printing Feb-95 0 26,872
J.M. Rosen Corp................. Petaluma, CA Retail Jul-96 0 50,375
Jaguar Litho, Inc............... Anaheim, CA Computers Feb-95 0 166,979
Jimmy the Printer............... Upland, CA Printing Feb-95 0 48,982
John M. Riddle.................. Mendota, CA Medical Feb-96 0 58,295
Joseph Sansevere DMD............ Flemington, NJ Medical Aug-95 0 41,026
JP Graphics & Printing.......... Lake Elsinore, CA Printing Feb-95 0 27,996
JRS Trucking, Inc. & A & J
Container..................... Springfld Gdns, NY Material Handling Jan-97 0 31,079
K T Press....................... Orlando, FL Printing Feb-95 0 49,745
K.C. Gutenberg, Inc............. Phoenix, AZ Printing Feb-95 0 249,944
Kaminer & Thomson, Inc.......... Charlottesville, VA Printing Feb-95 0 122,579
Kandall Fabr. & Supply.......... East Rutherford, NJ Computers Aug-95 0 32,696
Kennel-Aire, Inc................ Plymouth, MN Fixtures Nov-96 0 43,777
Kevin Berg & Assoc., Inc........ Chicago, IL Office Equipment. Nov-96 0 57,676
Keystone Custodian Funds........ Boston, MA Computers Mar-95 2,000,558 242,355
Keystone Investment Mgmt Co..... Boston, MA Computers Sep-95 421,324 49,527
Kilpatrick Graphics............. Marietta, GA Manufacturing & Production Feb-95 0 48,083
Kilpatrick Graphics............. Marietta, GA Printing Feb-95 0 34,382
Kilpatrick Graphics............. Marietta, GA Printing Feb-95 0 34,230
Kings Smile Dental & Medical.... Brooklyn, NY Medical Aug-95 0 34,647
Knight's Inc.................... Beebe, AR Retail Oct-95 0 128,694
Knight'S Inc.................... Beebe, AR Retail Jun-95 0 125,141
Kobayashi Electronics Corp...... Long Beach, CA Furniture Jan-97 0 31,584
Kochar/Gurprett MD.............. Ridley Park, PA Medical Aug-95 0 41,546
Kohn, Inc....................... Owings Mills, MD Printing Feb-95 0 51,178
Kolton/Shimlock & Gruss......... New York, NY Medical Aug-95 0 29,853
Korobkin & Associates........... Irvine, CA Computers Feb-95 0 25,614
Kovin Corp., Inc................ San Diego, CA Printing Feb-95 0 26,330
L.A.W. Development Corp......... N. Miami Beach, FL Restaurant Jul-96 0 36,386
La Grange Printers, Inc......... La Grange, IL Printing Feb-95 0 36,537
Laberge Printers, Inc........... Orlando, FL Printing Feb-95 0 27,512
Laguna Graphic Design........... Irvine, CA Printing Feb-95 0 25,076
Laguna Graphics Arts............ Irvine, CA Printing Feb-95 0 49,380
Lasergraphics Printing.......... Torrance, CA Printing Feb-95 0 45,049
Laws Technology, Inc............ Hickory, NC Manufacturing & Production Jul-96 0 46,205
Leavens Awards Co Inc........... Attleboro, MA Computers Aug-95 0 54,711
Legend Lithograph............... Van Nuys, CA Printing Feb-95 0 30,884
Lenexa Dental Group Chartered... Lenexa, KS Telecommunications Dec-94 0 35,338
Lettermen Inc................... Blane, MN Manufacturing & Production Sep-95 0 26,525
Limra International Inc......... Windsor, CT Computers Jan-96 490,477 46,494
Lisa M Mcconnell, Inc........... San Diego, CA Printing Feb-95 0 104,938
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
International Software.......... $ 177,146
International Software.......... 42,216
Intersolv, Inc.................. 1,055,923
Intersolve, Inc................. 2,687,590
Interstate Graphics............. 58,119
IPS Corporation................. 26,606
Isons Kwick Printing Center..... 36,636
J & B Finishing................. 47,067
J & M Ventures.................. 54,083
J & M Ventures, Inc............. 46,382
J & R Graphics, Inc............. 207,509
J K Strauss, Inc................ 26,872
J.M. Rosen Corp................. 50,375
Jaguar Litho, Inc............... 166,979
Jimmy the Printer............... 48,982
John M. Riddle.................. 58,295
Joseph Sansevere DMD............ 41,026
JP Graphics & Printing.......... 27,996
JRS Trucking, Inc. & A & J
Container..................... 31,079
K T Press....................... 49,745
K.C. Gutenberg, Inc............. 249,944
Kaminer & Thomson, Inc.......... 122,579
Kandall Fabr. & Supply.......... 32,696
Kennel-Aire, Inc................ 43,777
Kevin Berg & Assoc., Inc........ 57,676
Keystone Custodian Funds........ 2,242,913
Keystone Investment Mgmt Co..... 470,851
Kilpatrick Graphics............. 48,083
Kilpatrick Graphics............. 34,382
Kilpatrick Graphics............. 34,230
Kings Smile Dental & Medical.... 34,647
Knight's Inc.................... 128,694
Knight'S Inc.................... 125,141
Kobayashi Electronics Corp...... 31,584
Kochar/Gurprett MD.............. 41,546
Kohn, Inc....................... 51,178
Kolton/Shimlock & Gruss......... 29,853
Korobkin & Associates........... 25,614
Kovin Corp., Inc................ 26,330
L.A.W. Development Corp......... 36,386
La Grange Printers, Inc......... 36,537
Laberge Printers, Inc........... 27,512
Laguna Graphic Design........... 25,076
Laguna Graphics Arts............ 49,380
Lasergraphics Printing.......... 45,049
Laws Technology, Inc............ 46,205
Leavens Awards Co Inc........... 54,711
Legend Lithograph............... 30,884
Lenexa Dental Group Chartered... 35,338
Lettermen Inc................... 26,525
Limra International Inc......... 536,971
Lisa M Mcconnell, Inc........... 104,938
</TABLE>
B-104
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Litho Impressions, Inc.......... Temple Hills, MD Printing Feb-95 $ 0 $ 195,078
Litho Legends, Inc.............. Fairfax, VA Printing Feb-95 0 34,845
Lodge Laser Graphics............ Las Vegas, NV Printing Feb-95 0 40,214
Lote Enterprises................ Chicago, IL Restaurant Feb-96 0 30,415
Lotus Productions Inc........... Atlanta, GA Video Production Oct-96 0 43,639
Lowes & Kendis, Inc............. Tustin, CA Computers Feb-95 0 343,309
M Copiers, Inc.................. San Diego, CA Printing Feb-95 0 58,378
Mac Press Group, Inc............ Hyde Park, MA Printing Feb-95 0 209,961
Main Office Supply.............. Coshocton, OH Printing Feb-95 0 42,963
Manufacturer's Products......... Warren, MI Manufacturing & Production Sep-96 0 258,267
Manufacturers Products Co....... Warren, MI Manufacturing & Production Dec-95 0 846,717
Manufacturers Products Co....... Warren, MI Manufacturing & Production Apr-96 0 218,566
Marick, Inc..................... Phoenix, AZ Printing Feb-95 0 52,869
Mario G. Loomis MD PC........... Middletown, NY Computers Aug-95 0 31,252
Mark Levenson MD................ New York, NY Medical Aug-95 0 37,475
Mark Popkin MD.................. Morristown, NJ Medical Aug-95 0 31,076
Marsh Printing, Inc............. Gainesville, FL Printing Feb-95 0 28,217
Mates Graphics Corp............. Clifton, NJ Computers Mar-96 0 36,865
Max Loftin's Quality Graphics... Santa Ana, CA Printing Feb-95 0 326,634
Mazhar Elamir MD................ Jersey City, NJ Medical Aug-95 0 41,805
McK's Tavern dba,
Claddagh, Inc................. New Smyrna Bch., FL Retail Feb-97 0 28,212
Mega Mart Inc................... Astoria, NY Retail Aug-95 0 45,774
Mekong Printing................. Santa Ana, CA Printing Feb-95 0 137,276
Mekong Printing................. Santa Ana, CA Printing Feb-95 0 65,238
Mel Printing Co., Inc........... Melvindale, MI Printing Feb-95 0 36,206
Melco Group, Inc................ Fishers, IN Printing Feb-95 0 36,193
Meldrum Associates, Inc......... Sommersville, NJ Computers Jul-96 0 29,419
Merlin Group.................... Colorado Spring, CO Fixtures Jul-96 0 44,404
Met Food Dba, JCA Food Corp..... Jamaica, NY Fixtures Jan-97 0 51,937
Metro Graphics, Inc............. Orlando, FL Printing Feb-95 0 52,588
Michael Gershanok DDS........... Scarsdale, NY Medical Aug-95 0 27,174
Microtrek Enterprises Inc....... New York, NY Telecommunications Jun-95 0 44,888
Millflow Spice Corp............. Lindenhurst, NY Manufacturing & Production Aug-95 0 29,345
Miltburne Drug Co............... Melrose Park, IL Retail Aug-95 0 33,425
Mini-Maid Systems, Inc.......... Coeur D Alene, ID Printing Feb-95 0 289,781
Mise En Place Inc............... Tampa, FL Computers Mar-96 0 27,086
Mixed Media Dba, Martin
Bamanian...................... Glendale, CA Printing Feb-97 0 36,547
Modern Age Business Forms....... Phoenix, AZ Manufacturing & Production Feb-95 0 52,456
Mohammed Jawed.................. Garland, TX Manufacturing & Production Jun-95 0 31,828
Monabeth'S, Inc................. Bluefield, WV Restaurant Nov-98 0 27,916
Monitor, Co..................... Cambridge, MA Computers Jun-95 779,370 58,517
Moon & Stars Specialty Foods.... Los Angeles, CA Restaurant Jun-95 0 28,043
Morgan's Creative Restaurant.... Beachwood, OH Restaurant Jun-95 0 138,653
Morris Lithostrippers........... Anaheim, CA Printing Feb-95 0 30,619
Moss Beach Distillery........... Moss Beach, CA Restaurant Oct-96 0 50,757
Multi-Image Graphics, Inc....... Buffalo, NY Manufacturing & Production Feb-95 0 115,349
My Own Printing Co.............. Anaheim, CA Printing Feb-95 0 27,654
N.Y.C.B. Enterprises,Inc........ Parsipanny, NJ Restaurant Oct-96 0 32,948
Nanda D'Aleo DDS................ Inwood, NY Medical Aug-95 0 34,230
Nassau County Eye Associcates... Garden City, NY Medical Aug-95 0 29,907
National Wire Alloy, Inc........ Fountain Inn, SC Manufacturing & Production Nov-94 0 33,180
Nationwide Business Systems..... Norcross, GA Printing Feb-95 0 29,922
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Litho Impressions, Inc.......... $ 195,078
Litho Legends, Inc.............. 34,845
Lodge Laser Graphics............ 40,214
Lote Enterprises................ 30,415
Lotus Productions Inc........... 43,639
Lowes & Kendis, Inc............. 343,309
M Copiers, Inc.................. 58,378
Mac Press Group, Inc............ 209,961
Main Office Supply.............. 42,963
Manufacturer's Products......... 258,267
Manufacturers Products Co....... 846,717
Manufacturers Products Co....... 218,566
Marick, Inc..................... 52,869
Mario G. Loomis MD PC........... 31,252
Mark Levenson MD................ 37,475
Mark Popkin MD.................. 31,076
Marsh Printing, Inc............. 28,217
Mates Graphics Corp............. 36,865
Max Loftin's Quality Graphics... 326,634
Mazhar Elamir MD................ 41,805
McK's Tavern dba,
Claddagh, Inc................. 28,212
Mega Mart Inc................... 45,774
Mekong Printing................. 137,276
Mekong Printing................. 65,238
Mel Printing Co., Inc........... 36,206
Melco Group, Inc................ 36,193
Meldrum Associates, Inc......... 29,419
Merlin Group.................... 44,404
Met Food Dba, JCA Food Corp..... 51,937
Metro Graphics, Inc............. 52,588
Michael Gershanok DDS........... 27,174
Microtrek Enterprises Inc....... 44,888
Millflow Spice Corp............. 29,345
Miltburne Drug Co............... 33,425
Mini-Maid Systems, Inc.......... 289,781
Mise En Place Inc............... 27,086
Mixed Media Dba, Martin
Bamanian...................... 36,547
Modern Age Business Forms....... 52,456
Mohammed Jawed.................. 31,828
Monabeth'S, Inc................. 27,916
Monitor, Co..................... 837,887
Moon & Stars Specialty Foods.... 28,043
Morgan's Creative Restaurant.... 138,653
Morris Lithostrippers........... 30,619
Moss Beach Distillery........... 50,757
Multi-Image Graphics, Inc....... 115,349
My Own Printing Co.............. 27,654
N.Y.C.B. Enterprises,Inc........ 32,948
Nanda D'Aleo DDS................ 34,230
Nassau County Eye Associcates... 29,907
National Wire Alloy, Inc........ 33,180
Nationwide Business Systems..... 29,922
</TABLE>
B-105
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Needleworks Inc................. Millersburg, PA Manufacturing & Production Aug-95 $ 0 $ 48,740
Nehoc Enterprises............... Coral Springs, FL Manufacturing & Production Jul-96 0 53,029
Network Circuit Technologies.... Redmond, WA Manufacturing & Production Nov-95 0 93,598
Network Printing, Inc........... Gaithersburg, MD Manufacturing & Production Feb-95 0 39,297
News World
Communications, Inc........... Washington, DC Manufacturing & Production Feb-95 0 204,921
Newscape Technology............. Seattle, WA Computers Jul-96 0 61,213
NFA Corp........................ Chestnut Hill, MA Manufacturing & Production Jan-96 2,251,872 260,524
Niehaus Ryan Group.............. S.San Francisco, CA Furniture Oct-96 0 50,255
Nix Printing.................... Columbus, GA Printing Feb-95 0 41,675
No Anchovies Italian
Restaurant.................... Palm Beach, FL Restaurant Mar-95 0 205,485
Norman Smith MD................. Florham Park, NJ Computers Aug-95 0 30,802
Nyt Video News International.... Conshohocken, PA Manufacturing & Production Aug-95 0 25,421
Oakdale Printing................ Pleasant Ridge, MI Printing Feb-95 0 40,176
Occupational & Hand Therapy..... Orland Park, IL Manufacturing & Production Aug-95 0 26,237
Ocean Medical Group PC.......... Brooklyn, NY Medical Aug-95 0 26,111
Ohio Clinic For Aesthetic C/O... Westlake, OH Medical Aug-95 0 30,250
Old Dominion Freight Line....... Highpoint, NC Manufacturing & Production Mar-95 402,443 42,460
Omni Printing, Inc.............. Clearwater, FL Printing Feb-95 0 141,345
Onfopower Internat'L.,Inc....... Heathrow, FL Furniture Oct-96 0 52,450
Open Development Corp........... Norwood, MA Computers Apr-96 0 55,125
Open Development Corp........... Norwood, MA Computers Jun-96 0 53,303
Orange County Nameplate
Co., Inc...................... Santa Fe Spring, CA Printing Feb-95 0 35,942
Orthodontics For Children....... Haddonfield, NJ Medical Aug-95 0 27,807
Output.......................... San Francisco, CA Printing Feb-95 0 36,829
Ozark Printing, Inc............. Ozark, MO Printing Feb-95 0 61,954
Pacific Bagel Partners, L.P..... Rancho Snta Mar, CA Restaurant Jan-97 0 304,273
Pacific Equity Services......... Vancouver, WA Computers Jul-96 0 50,127
Pacific Homes................... Woodland Hills, CA Telecommunications Mar-96 0 31,272
Pacific Homes................... Woodland Hills, CA Telecommunications Apr-96 0 32,562
Pacific West Litho, Inc......... Anaheim, CA Printing Feb-95 0 118,017
Palm Print, Inc................. West Palm Beach, FL Printing Feb-95 0 27,921
Patricia L. Johnson DMD......... Philadelphia, PA Medical Aug-95 0 32,381
Peninsula Blueprint, Inc........ Mountain View, CA Computers Mar-96 0 31,270
Peninsula Printing
Corporation................... Newport News, VA Printing Feb-95 0 37,967
People'S Value
Services, Inc................. West Orange, NJ Fixtures Jan-97 0 25,461
Performance Press, Inc.......... Orlando, FL Printing Feb-95 0 67,956
Portland General Electric....... Portland, OR Material Hndlng Dec-98 0 3,801,108
Phillips Productions, Inc....... Dallas, TX Video Production Jun-94 0 82,844
Phoenix Manufacturers Inc....... Mcallen, TX Manufacturing & Production Aug-95 0 27,816
Photo Finish.................... Las Vegas, NV Manufacturing & Production Aug-95 0 26,758
Pioneer Press, Inc.............. Rockville, MD Printing Feb-95 0 49,752
Platinum Communications Inc..... Dallas, TX Computers Feb-96 0 37,781
Ponte Vedra Printing, Inc....... Ponte Vedra Bea, FL Printing Feb-95 0 43,480
Popcorn Press, Inc.............. Troy, MI Printing Feb-95 0 150,780
Post Modern Edit, Inc........... Santa Ana, CA Video Production Jan-97 0 37,456
Potomac Press, Inc.............. Sterling, VA Printing Feb-95 0 40,861
Precision Converter............. Oxford, PA Printing Feb-95 0 51,328
Precision Graphics.............. Amherst, NY Printing Feb-95 0 36,038
Precision Pallets & Lumber...... Addison, PA Manufacturing & Production Aug-95 0 33,215
Precision Pre Press, Inc........ Burke, VA Printing Feb-95 0 61,335
Press Express, Inc.............. Hanover, MD Printing Feb-95 0 35,157
Prestige Graphics, Inc.......... New Berlin, WI Printing Feb-95 0 135,363
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Needleworks Inc................. $ 48,740
Nehoc Enterprises............... 53,029
Network Circuit Technologies.... 93,598
Network Printing, Inc........... 39,297
News World
Communications, Inc........... 204,921
Newscape Technology............. 61,213
NFA Corp........................ 2,512,396
Niehaus Ryan Group.............. 50,255
Nix Printing.................... 41,675
No Anchovies Italian
Restaurant.................... 205,485
Norman Smith MD................. 30,802
Nyt Video News International.... 25,421
Oakdale Printing................ 40,176
Occupational & Hand Therapy..... 26,237
Ocean Medical Group PC.......... 26,111
Ohio Clinic For Aesthetic C/O... 30,250
Old Dominion Freight Line....... 444,903
Omni Printing, Inc.............. 141,345
Onfopower Internat'L.,Inc....... 52,450
Open Development Corp........... 55,125
Open Development Corp........... 53,303
Orange County Nameplate
Co., Inc...................... 35,942
Orthodontics For Children....... 27,807
Output.......................... 36,829
Ozark Printing, Inc............. 61,954
Pacific Bagel Partners, L.P..... 304,273
Pacific Equity Services......... 50,127
Pacific Homes................... 31,272
Pacific Homes................... 32,562
Pacific West Litho, Inc......... 118,017
Palm Print, Inc................. 27,921
Patricia L. Johnson DMD......... 32,381
Peninsula Blueprint, Inc........ 31,270
Peninsula Printing
Corporation................... 37,967
People'S Value
Services, Inc................. 25,461
Performance Press, Inc.......... 67,956
Portland General Electric....... 3,801,108
Phillips Productions, Inc....... 82,844
Phoenix Manufacturers Inc....... 27,816
Photo Finish.................... 26,758
Pioneer Press, Inc.............. 49,752
Platinum Communications Inc..... 37,781
Ponte Vedra Printing, Inc....... 43,480
Popcorn Press, Inc.............. 150,780
Post Modern Edit, Inc........... 37,456
Potomac Press, Inc.............. 40,861
Precision Converter............. 51,328
Precision Graphics.............. 36,038
Precision Pallets & Lumber...... 33,215
Precision Pre Press, Inc........ 61,335
Press Express, Inc.............. 35,157
Prestige Graphics, Inc.......... 135,363
</TABLE>
B-106
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Prestige Graphics, Inc.......... Las Vegas, NV Printing Feb-95 $ 0 $ 40,349
Prestige Graphics, Inc.......... New Berlin, WI Printing Feb-95 0 29,542
Primary Color Systems
Corporation................... Irvine, CA Printing Feb-95 0 58,058
Prime Mover..................... Irvine, CA Printing Feb-95 0 33,823
Print Perfect, Inc.............. Batavia, IL Printing Feb-95 0 63,112
Print Rite Printing &
Graphics...................... San Diego, CA Printing Feb-95 0 25,416
Printastic, Inc................. Carlsbad, CA Printing Feb-95 0 75,619
Printing By Rodney.............. Campbell, CA Printing Feb-95 0 86,395
Printing Gallery................ Florence, KY Printing Feb-95 0 77,448
Printing Impressions, Inc....... Pompano Beach, FL Printing Feb-95 0 31,980
Prism Printing & Design......... Warren, NJ Printing Aug-95 0 35,752
Professional Litho Art, Inc..... Minneapolis, MN Printing Feb-95 0 111,430
Professional Packaging.......... Fairfield, NJ Manufacturing & Production Aug-95 0 28,250
Prospect Park Press, Inc........ West Chesterfie, NH Printing Feb-95 0 106,705
Proteus Typography, Inc......... Palo Alto, CA Printing Feb-95 0 94,788
Prout/Ross Dds Inc.............. Tarzana, CA Medical Aug-95 0 28,304
PRW Holding Corporation......... Greenwich, CT Retail Apr-94 0 27,050
Psinet Inc...................... Herndon, VA Telecommunications Aug-95 0 1,626,078
Quality House Envelope.......... Grants Pass, OR Printing Feb-95 0 37,306
Quality Printing
Services, Inc................. Athens, TN Printing Feb-95 0 83,981
Quick Print & Bindery of
Florida....................... Tallahassee, FL Printing Feb-95 0 100,769
R Martin Printing &
Design, Inc................... Costa Mesa, CA Printing Feb-95 0 34,916
Racing Technology Corp.......... Milwaukee, WI Video Production Nov-96 0 53,819
Rainbow Printing, Inc........... Marietta, GA Printing Feb-95 0 240,561
Rainbow Printing, Inc........... Marietta, GA Printing Feb-95 0 29,592
Rainbow Property Mgt............ West Orange, NJ Computers Aug-96 0 33,658
Raymond Access Limited.......... Mansfield, UK Construction Aug-98 560,462 142,269
Reading Cleaner & Tailoring
In............................ Reading, MA Manufacturing & Production Jun-95 0 43,243
Rehabilitation Associates....... Utica, NY Manufacturing & Production Aug-95 0 37,152
Reliance Graphics, Inc.......... Marietta, GA Printing Feb-95 0 56,332
River Valley Family Medical..... Barryville, NY Manufacturing & Production Aug-95 0 45,114
Rmh Sales & Marketing........... Wynnewood, PA Manufacturing & Production Aug-95 0 28,478
Robertshaw Controls Co.......... New Stanton, PA Manufacturing & Production Oct-95 49,806 5,904
Robertshaw Controls Co.......... Kittery, ME Manufacturing & Production Oct-95 114,190 14,239
Roc Communities, Inc............ Ellenton, FL Manufacturing & Production Aug-96 0 63,149
Rose Casual Dining Inc.......... Newtown, PA Restaurant Sep-95 0 268,961
Royal Business Group, Inc....... Oceanside, CA Printing Feb-95 0 393,783
Royal Press of Central
Florida....................... Longwood, FL Printing Feb-95 0 44,349
RPM Color Graphics.............. San Diego, CA Printing Feb-95 0 67,066
RSE, Inc........................ Bakersfield, CA Printing Feb-95 0 184,184
Ryden, Inc...................... Austin, TX Printing Feb-95 0 111,669
Santoro Printing................ North Hollywood, CA Printing Feb-95 0 28,846
Satterwhite Printing
Co., Inc...................... Richmond, VA Manufacturing & Production Feb-95 0 41,603
Scannercraft, Inc............... Salt Lake City, UT Computers Feb-95 0 98,903
Schmidt-Fletcher Medical........ Newton, NJ Medical Aug-95 0 31,209
Schonfeld Securities, Inc....... Jericho, NY Furniture Dec-94 0 362,371
Sciandra Enterprises, Inc....... Jacksonville, FL Printing Feb-95 0 33,110
Scores International, Inc....... Boston, MA Audio Feb-97 0 25,206
Scott E. Newman MD PC........... Yonkers, NY Medical Aug-95 0 28,054
Scott-Merriman, Inc............. Dallas, TX Printing Feb-95 0 35,583
Sentinel Printing Co., Inc...... Saint Cloud, MN Printing Feb-95 0 45,234
Shasta Graphics, Inc............ El Toro, CA Printing Feb-95 0 35,003
Shasta Graphics, Inc............ El Toro, CA Printing Feb-95 0 189,656
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Prestige Graphics, Inc.......... $ 40,349
Prestige Graphics, Inc.......... 29,542
Primary Color Systems
Corporation................... 58,058
Prime Mover..................... 33,823
Print Perfect, Inc.............. 63,112
Print Rite Printing &
Graphics...................... 25,416
Printastic, Inc................. 75,619
Printing By Rodney.............. 86,395
Printing Gallery................ 77,448
Printing Impressions, Inc....... 31,980
Prism Printing & Design......... 35,752
Professional Litho Art, Inc..... 111,430
Professional Packaging.......... 28,250
Prospect Park Press, Inc........ 106,705
Proteus Typography, Inc......... 94,788
Prout/Ross Dds Inc.............. 28,304
PRW Holding Corporation......... 27,050
Psinet Inc...................... 1,626,078
Quality House Envelope.......... 37,306
Quality Printing
Services, Inc................. 83,981
Quick Print & Bindery of
Florida....................... 100,769
R Martin Printing &
Design, Inc................... 34,916
Racing Technology Corp.......... 53,819
Rainbow Printing, Inc........... 240,561
Rainbow Printing, Inc........... 29,592
Rainbow Property Mgt............ 33,658
Raymond Access Limited.......... 702,731
Reading Cleaner & Tailoring
In............................ 43,243
Rehabilitation Associates....... 37,152
Reliance Graphics, Inc.......... 56,332
River Valley Family Medical..... 45,114
Rmh Sales & Marketing........... 28,478
Robertshaw Controls Co.......... 55,711
Robertshaw Controls Co.......... 128,428
Roc Communities, Inc............ 63,149
Rose Casual Dining Inc.......... 268,961
Royal Business Group, Inc....... 393,783
Royal Press of Central
Florida....................... 44,349
RPM Color Graphics.............. 67,066
RSE, Inc........................ 184,184
Ryden, Inc...................... 111,669
Santoro Printing................ 28,846
Satterwhite Printing
Co., Inc...................... 41,603
Scannercraft, Inc............... 98,903
Schmidt-Fletcher Medical........ 31,209
Schonfeld Securities, Inc....... 362,371
Sciandra Enterprises, Inc....... 33,110
Scores International, Inc....... 25,206
Scott E. Newman MD PC........... 28,054
Scott-Merriman, Inc............. 35,583
Sentinel Printing Co., Inc...... 45,234
Shasta Graphics, Inc............ 35,003
Shasta Graphics, Inc............ 189,656
</TABLE>
B-107
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Shriji Corp..................... Gallup, NM Furniture Mar-94 $ 0 $ 138,094
Siebe North Inc................. Rockford, IL Manufacturing & Production Sep-95 242,278 23,016
Siebe North Inc................. Cranston, RI Manufacturing & Production Sep-95 151,257 14,561
Simon/Drabkin & Margulies....... New York, NY Computers Aug-95 0 26,705
Sir Speedy Printing............. Canoga Park, CA Printing Feb-95 0 35,056
Smith Lithographic
Arts, Inc..................... Tustin, CA Printing Feb-95 0 146,438
Smithkline Beecham Clinical
Labs, Inc..................... Collegeville, PA Telecommunications Jun-97 0 78,627
Snewo Graphics, Inc............. Tempe, AZ Printing Feb-95 0 41,548
So. Island Medical Associates... Far Rockaway, NY Medical Aug-95 0 26,955
Somers Leasing Corp............. Somers, NY Medical Feb-97 0 25,817
Sound Chamber Records........... N. Hollywood, CA Audio Jan-97 0 39,986
Spc Semaan Printing
Co., Inc...................... Placentia, CA Printing Feb-95 0 57,450
Spectrum Graphics............... Roswell, GA Printing Feb-95 0 26,888
Spectrum Press, Inc............. Richmond, VA Manufacturing & Production Feb-95 0 25,090
Spectrum Press, Inc............. Richmond, VA Manufacturing & Production Feb-95 0 72,886
Spectrum Press, Inc............. Richmond, VA Printing Feb-95 0 32,051
Spectrum Press, Inc............. Richmond, VA Printing Feb-95 0 28,300
Spectrum Press, Inc............. Richmond, VA Printing Feb-95 0 48,353
Spectrum Press, Inc............. Richmond, VA Printing Feb-95 0 98,636
Speedy Bindery, Inc............. San Diego, CA Printing Feb-95 0 32,003
Speedy Bindery, Inc............. San Diego, CA Printing Feb-95 0 150,175
Spindler/Andre & Bellovin....... Bayside, NY Medical Aug-95 0 31,398
St. Bernard R.C. Church......... Levittown, NY Manufacturing & Production Aug-95 0 36,862
St. George Quality Car
Wash, Inc..................... St.George, UT Manufacturing & Production Feb-97 0 25,380
St. Joseph's University......... Philadelphia, PA Manufacturing & Production Feb-95 0 38,535
St. Mary's Children............. Syosset, NY Computers Jun-94 0 42,682
St. Mary's Children............. Syosett, NY Computers Dec-94 0 91,213
Staines, Inc.................... Somerdale, NJ Printing Feb-95 0 25,209
Standard-Hart Printing
Co., Inc...................... Topeka, KS Manufacturing & Production Feb-95 0 233,870
Starr Printing Co............... Casselberry, FL Printing Feb-95 0 25,970
Staunton-Chow Engineers......... Jersey City, NJ Furniture Oct-96 0 52,752
Sterling Litho.................. Placentia, CA Printing Feb-95 0 153,287
Stinnett Printing............... Maryville, TN Printing Feb-95 0 26,032
Strube Packing Co............... Rowena, TX Restaurant Jul-96 0 34,204
Sun Photo....................... Morehead City, NC Printing Feb-95 0 48,400
Supreme Printing Co............. Dallas, TX Printing Feb-95 0 204,496
Swell Printing.................. Irvine, CA Printing Feb-95 0 191,289
T W Recreational
Services, Inc................. Yellowstone Nat, WY Printing Feb-95 0 34,014
T.B.G. of Flushing, Inc......... Whitestone, NY Restaurant Nov-94 0 309,000
Takahiro Kono, Inc.............. Honolulu, HI Printing Feb-95 0 29,220
Tani Farms, Inc................. Santa Maria, CA Manufacturing & Production Oct-96 0 55,551
Taufig Ahmed.................... Ft. Worth, TX Manufacturing & Production Apr-95 0 27,720
TBJ Graphic Arts
Supply, Inc................... Coventry, RI Computers Feb-95 0 29,602
Technical Graphics Services..... Severna Park, MD Manufacturing & Production Feb-95 0 38,390
Technographics.................. Pontiac, MI Printing Feb-95 0 89,093
Teleproduction Systems.......... Santa Monica, CA Video Production Nov-98 0 49,592
Tendler Printing, Inc........... Mableton, GA Printing Feb-95 0 104,956
Terrapin Cleaners, Inc.......... Ft. Lauderdale, FL Manufacturing & Production Sep-94 0 27,001
Terry W. Slaughter DDS.......... Salinas, CA Computers Aug-95 0 40,120
Terry'S Autobody & Paint........ Oceanside, CA Computers Aug-95 0 27,953
Texas Utilities
Services Inc.................. Dallas, TX Telecommunications Mar-97 0 46,349
Texas Utilities
Services Inc.................. Dallas, TX Telecommunications Mar-97 186,715 31,830
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Shriji Corp..................... $ 138,094
Siebe North Inc................. 265,294
Siebe North Inc................. 165,818
Simon/Drabkin & Margulies....... 26,705
Sir Speedy Printing............. 35,056
Smith Lithographic
Arts, Inc..................... 146,438
Smithkline Beecham Clinical
Labs, Inc..................... 78,627
Snewo Graphics, Inc............. 41,548
So. Island Medical Associates... 26,955
Somers Leasing Corp............. 25,817
Sound Chamber Records........... 39,986
Spc Semaan Printing
Co., Inc...................... 57,450
Spectrum Graphics............... 26,888
Spectrum Press, Inc............. 25,090
Spectrum Press, Inc............. 72,886
Spectrum Press, Inc............. 32,051
Spectrum Press, Inc............. 28,300
Spectrum Press, Inc............. 48,353
Spectrum Press, Inc............. 98,636
Speedy Bindery, Inc............. 32,003
Speedy Bindery, Inc............. 150,175
Spindler/Andre & Bellovin....... 31,398
St. Bernard R.C. Church......... 36,862
St. George Quality Car
Wash, Inc..................... 25,380
St. Joseph's University......... 38,535
St. Mary's Children............. 42,682
St. Mary's Children............. 91,213
Staines, Inc.................... 25,209
Standard-Hart Printing
Co., Inc...................... 233,870
Starr Printing Co............... 25,970
Staunton-Chow Engineers......... 52,752
Sterling Litho.................. 153,287
Stinnett Printing............... 26,032
Strube Packing Co............... 34,204
Sun Photo....................... 48,400
Supreme Printing Co............. 204,496
Swell Printing.................. 191,289
T W Recreational
Services, Inc................. 34,014
T.B.G. of Flushing, Inc......... 309,000
Takahiro Kono, Inc.............. 29,220
Tani Farms, Inc................. 55,551
Taufig Ahmed.................... 27,720
TBJ Graphic Arts
Supply, Inc................... 29,602
Technical Graphics Services..... 38,390
Technographics.................. 89,093
Teleproduction Systems.......... 49,592
Tendler Printing, Inc........... 104,956
Terrapin Cleaners, Inc.......... 27,001
Terry W. Slaughter DDS.......... 40,120
Terry'S Autobody & Paint........ 27,953
Texas Utilities
Services Inc.................. 46,349
Texas Utilities
Services Inc.................. 218,545
</TABLE>
B-108
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Texas Utilities
Services, Inc................. Dallas, TX Telecommunications Dec-97 $ 0 $ 139,209
Tex-World, Inc.................. Marietta, GA Manufacturing & Production Oct-96 0 50,287
The Art Department of Rome...... Rome, GA Printing Feb-95 0 30,291
The Automobile Club of
Missouri...................... Saint Louis, MO Manufacturing & Production Feb-95 0 113,154
The Bagel Peddler Inc........... Tallahassee, FL Restaurant Nov-95 0 42,669
The Barton-Gillet Co., Inc...... Baltimore, MD Computers Feb-95 0 36,207
The Big Room.................... Irvine, CA Printing Feb-95 0 124,780
The Elson Sudi Corporation...... Pittsburgh, PA Printing Feb-95 0 25,669
The Fisher Co................... Grand Rapids, MI Printing Feb-95 0 25,456
The Fisher Co................... Grand Rapids, MI Printing Feb-95 0 96,944
The Foxboro Company............. Foxboro, MA Computers Mar-95 2,719,251 344,980
The Foxboro Company............. Foxboro, MA Computers Jun-95 1,226,129 88,589
The Foxboro Company............. Foxboro, MA Manufacturing & Production Dec-94 2,208,437 318,179
The George Group Inc............ Dallas, TX Audio Equipment Feb-96 0 47,167
The Grand Union Company......... Wayne, NJ Retail Mar-94 0 285,267
The Monitor Company............. Cambridge, MA Computers Mar-95 2,436,477 196,773
The Print Shop.................. Orlando, FL Printing Feb-95 0 42,838
The Print Shop.................. Orlando, FL Printing Feb-95 0 44,990
The Printery.................... Greensboro, NC Printing Feb-95 0 30,954
The Printing Gallery............ Florence, KY Printing Feb-95 0 39,198
The Printing Standard Corp...... Kennesaw, GA Printing Feb-95 0 36,554
The Printmaker Ltd.............. Santa Fe, NM Manufacturing & Production Feb-95 0 37,174
The Proceres Companies, Inc..... Savage, MD Construction Nov-94 0 32,848
The West Company................ Lionville, PA Manufacturing & Production Mar-95 754,335 100,354
The World & News
Communications................ Washington, DC Computers Feb-95 0 107,248
Thorpe Printing
Services, Inc................. Marysville, MI Printing Feb-95 0 499,345
Thunder Audio Inc............... Lincoln Park, MI Audio Equipment Jan-96 0 61,281
Thunderbird Press............... Titusville, FL Printing Feb-95 0 90,708
TJ Printing, Inc................ New Berlin, WI Printing Feb-95 0 40,678
TLC Printing & Copying
Co., Inc...................... Metairie, LA Printing Feb-95 0 50,498
Tollgate Laundry Ctr............ Groton, CT Manufacturing & Production Aug-96 0 43,057
Tomken Die Cutting, Inc......... Opa Locka, FL Printing Feb-95 0 47,916
Trade Bindery, Inc.............. Fort Lauderdale, FL Manufacturing & Production Feb-95 0 26,310
Trade Bindery, Inc.............. Fort Lauderdale, FL Printing Feb-95 0 39,030
Truck Toys, Inc................. Sedro Wooley, WA Automotive Jul-96 0 34,777
Turning Point Rock, Llc Dba..... Denver, CO Manufacturing & Production Nov-98 0 45,997
Twin Rivers Printing............ Madison, NC Manufacturing & Production Feb-95 0 45,105
Typography Plus, Inc............ Dania, FL Printing Feb-95 0 38,994
Ultrasound Health Systems....... Brooklyn, NY Medical Aug-95 0 29,194
Ultrasound Hlth.Sys Inc......... Brooklyn, NY Medical Oct-96 0 48,823
United Consumers Club........... San Diego, CA Telecommunications Jan-97 0 37,437
Universal Press Ltd............. San Clemente, CA Printing Feb-95 0 34,585
Universal Press Ltd............. San Clemente, CA Printing Feb-95 0 30,290
University Residential.......... Bridgeport, CT Furniture Jun-96 0 58,986
Unlimited Design
Resources, Inc................ Lawrenceville, GA Manufacturing & Production Jan-97 0 42,362
US Exterior Distributors........ Phoenix, AZ Telecommunications Apr-96 0 33,478
U-Save Auto Rental of America... Hanover, MD Printing Feb-95 0 38,371
V I P Printing, Inc............. Hauppauge, NY Printing Feb-95 0 44,860
Versatype, Inc.................. Long Beach, CA Printing Feb-95 0 39,883
Video Plaza..................... Milford, CT Furniture Mar-95 0 29,923
Viking Bakery dba, BCR Viking
Bake Shop..................... Denville, NJ Restaurant Jan-97 0 27,938
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Texas Utilities
Services, Inc................. $ 139,209
Tex-World, Inc.................. 50,287
The Art Department of Rome...... 30,291
The Automobile Club of
Missouri...................... 113,154
The Bagel Peddler Inc........... 42,669
The Barton-Gillet Co., Inc...... 36,207
The Big Room.................... 124,780
The Elson Sudi Corporation...... 25,669
The Fisher Co................... 25,456
The Fisher Co................... 96,944
The Foxboro Company............. 3,064,231
The Foxboro Company............. 1,314,718
The Foxboro Company............. 2,526,616
The George Group Inc............ 47,167
The Grand Union Company......... 285,267
The Monitor Company............. 2,633,250
The Print Shop.................. 42,838
The Print Shop.................. 44,990
The Printery.................... 30,954
The Printing Gallery............ 39,198
The Printing Standard Corp...... 36,554
The Printmaker Ltd.............. 37,174
The Proceres Companies, Inc..... 32,848
The West Company................ 854,689
The World & News
Communications................ 107,248
Thorpe Printing
Services, Inc................. 499,345
Thunder Audio Inc............... 61,281
Thunderbird Press............... 90,708
TJ Printing, Inc................ 40,678
TLC Printing & Copying
Co., Inc...................... 50,498
Tollgate Laundry Ctr............ 43,057
Tomken Die Cutting, Inc......... 47,916
Trade Bindery, Inc.............. 26,310
Trade Bindery, Inc.............. 39,030
Truck Toys, Inc................. 34,777
Turning Point Rock, Llc Dba..... 45,997
Twin Rivers Printing............ 45,105
Typography Plus, Inc............ 38,994
Ultrasound Health Systems....... 29,194
Ultrasound Hlth.Sys Inc......... 48,823
United Consumers Club........... 37,437
Universal Press Ltd............. 34,585
Universal Press Ltd............. 30,290
University Residential.......... 58,986
Unlimited Design
Resources, Inc................ 42,362
US Exterior Distributors........ 33,478
U-Save Auto Rental of America... 38,371
V I P Printing, Inc............. 44,860
Versatype, Inc.................. 39,883
Video Plaza..................... 29,923
Viking Bakery dba, BCR Viking
Bake Shop..................... 27,938
</TABLE>
B-109
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- --------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Viking Color
Separations, Inc.............. Fairfield, CT Printing Feb-95 $ 0 $ 79,584
Village Of Freeport Inc......... Freeport, NY Office Equipment Aug-95 0 39,090
Vinings Printing Co., Inc....... Atlanta, GA Printing Feb-95 0 44,873
Vinro, Inc...................... Albuquerque, NM Printing Feb-97 0 45,331
W C G P, Inc.................... Van Nuys, CA Printing Feb-95 0 63,728
Warners,A Div.Of Warnaco........ Bridgeport, CT Fixtures Nov-96 0 27,722
Warren & Stiles, Inc............ Calhoun, GA Printing Feb-95 0 58,612
Wayne Provision Co.............. Vernon, CA Manufacturing & Production Apr-96 0 56,374
Wegman Companies, Inc........... Rochester, NY Computers Nov-94 0 103,000
Westcott Press, Inc............. Altadena, CA Printing Feb-95 0 316,150
Westwind Forms & Graphics....... San Diego, CA Printing Feb-95 0 28,787
Wholesale Printers, Inc......... Norfolk, VA Printing Feb-95 0 27,575
Wilderness Plantation
Holdings, Inc................. Jane Lew, WV Furniture Feb-97 0 49,667
Winnett Motels, Inc............. Asheville, NC Fixture Sep-94 0 32,998
Winterhawk Graphics, Inc........ Hunt Valley, MD Printing Feb-95 0 132,666
Wissing's, Inc.................. San Diego, CA Printing Feb-95 0 131,986
Woodbridge Stereo............... Woodbridge, NJ Computers Aug-95 0 38,287
Woodfine Printing Co., Inc...... Buffalo, NY Printing Feb-95 0 26,646
XL Graphics, Inc................ Phoenix, AZ Printing Feb-95 0 105,295
York International Corp......... New York, NY Telecommunications Aug-95 0 37,252
Young Phillips.................. Clemmons, NC Computers Feb-95 0 29,055
Z T Enterprisess, Inc........... Irving, TX Manufacturing & Production Apr-95 0 35,670
Total Equipment transactions less than $25,000................. 168,351 11,009,432
----------- -----------
$89,885,389 $76,226,372
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Viking Color
Separations, Inc.............. $ 79,584
Village Of Freeport Inc......... 39,090
Vinings Printing Co., Inc....... 44,873
Vinro, Inc...................... 45,331
W C G P, Inc.................... 63,728
Warners,A Div.Of Warnaco........ 27,722
Warren & Stiles, Inc............ 58,612
Wayne Provision Co.............. 56,374
Wegman Companies, Inc........... 103,000
Westcott Press, Inc............. 316,150
Westwind Forms & Graphics....... 28,787
Wholesale Printers, Inc......... 27,575
Wilderness Plantation
Holdings, Inc................. 49,667
Winnett Motels, Inc............. 32,998
Winterhawk Graphics, Inc........ 132,666
Wissing's, Inc.................. 131,986
Woodbridge Stereo............... 38,287
Woodfine Printing Co., Inc...... 26,646
XL Graphics, Inc................ 105,295
York International Corp......... 37,252
Young Phillips.................. 29,055
Z T Enterprisess, Inc........... 35,670
11,177,783
------------
$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 December 31, 1999
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
B-110
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--RECENT PUBLIC PROGRAMS
(UNAUDITED)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently
under management for ICON Cash Flow Partners, L.P. Six at December 31, 1999
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
EQUIPMENT EQUIPMENT EQUIPMENT TOTAL
CATEGORY LEASES FINANCINGS PORTFOLIO
-------- ---------- ---------- ----------
<S> <C> <C> <C>
Aircraft.................................................... 19,100,646 0 19,100,646
Manufacturing & Production.................................. 13,776,975 681,281 14,458,256
Telecommunications.......................................... 10,355,164 141,836 10,497,000
Computer Systems............................................ 1,260,119 497,605 1,757,724
Construction................................................ 702,731 0 702,731
Printing.................................................... 490,490 138,831 629,311
Restaurant Equipment........................................ 0 370,218 370,218
Office Furniture & Fixtures................................. 270,831 19,249 290,080
Material Handling........................................... 109,515 153,542 263,057
Medical..................................................... 0 192,291 192,291
Video Production............................................ 49,592 0 49,592
Retail Systems.............................................. 0 9,407 9,407
---------- --------- ----------
46,116,063 2,204,260 48,320,313
========== ========= ==========
</TABLE>
B-111
<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
December 31, 1999
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- -------------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Agripac, Inc............... Salem, OR Agriculture Nov-98 $ 0 $ 201,725
AJK Associates............. Islandia, NY Manufacturing & Production Oct-96 0 $ 56,361
Alexander & Alexander...... Owings Mills, MD Computers Jan-96 2,805,739 $ 366,163
All Car Distributors....... Antigo, WI Automotive Aug-96 0 $ 147,658
All Car Distributors....... Antigo, WI Automotive May-96 0 $ 129,745
All Car Distributors....... Antigo, WI Automotive May-96 0 $ 25,122
All Car Distributors....... Antigo, WI Automotive Mar-96 0 $ 101,445
Alpha 1 Products Inc,...... Hauppauge, NY Computers Oct-96 0 $ 36,546
America Online, Inc........ Dulles, VA Computers Jun-97 11,770,673 $ 714,189
America Online, Inc........ Dulles, VA Computers Feb-97 5,574,241 $ 801,620
ANS
Communications, Inc...... Purchase, NY Computers Oct-97 3,186,815 $ 301,047
ANS
Communications, Inc...... Purchase, NY Computers Oct-97 3,687,562 $ 348,351
ANS
Communications, Inc...... Purchase, NY Computers Oct-97 3,798,716 $ 358,851
ANS
Communications, Inc...... Purchase, NY Manufacturing & Production Dec-97 2,141,857 $ 193,993
ANS
Communications, Inc...... Purchase, NY Manufacturing & Production Dec-97 2,386,664 $ 217,433
ANS
Communications, Inc...... Purchase, NY Manufacturing & Production Dec-97 2,457,862 $ 223,919
ANS
Communications, Inc...... Purchase, NY Manufacturing & Production Dec-97 2,681,039 $ 244,251
ANS
Communications, Inc...... Purchase, NY Manufacturing & Production Dec-97 3,641,398 $ 329,809
Arcade Printing Services... North Highlands, CA Printing Nov-96 0 $ 27,652
Arcade Textiles, Inc....... Rock Hill, SC Manufacturing & Production Aug-96 0 $ 116,364
Audio By The Bay........... Garden Grove, CA Audio Aug-96 0 $ 59,925
Automotive Sevice &
Parts.................... Wilmington, OH Automotive Sep-96 0 $ 33,062
AZ 3, Inc.................. Vernon, CA Manufacturing & Production Feb-98 0 $ 523,640
Bio-Medical
Devices, Inc............. Irvine, CA Manufacturing & Production May-96 0 $ 40,310
Blount Inc................. Montgomery, AL Computers Jan-96 471,271 $ 37,083
Boca Tecca Cleaners........ Boca Raton, FL Manufacturing & Production Sep-96 0 $ 53,029
C & C Finishing............ No. Babylon, NY Manufacturing & Production Sep-96 0 $ 25,792
C. Kirk Root Designs....... Austin, TX Manufacturing & Production Nov-98 0 $ 32,207
C.J. Menendez Co........... Miami, FL Construction May-96 0 $ 50,702
C.M. Repographics, Inc..... Las Vegas, NV Reprographics Jul-96 0 $ 44,804
C.P. Shades Inc............ Sausalito, CA Manufacturing & Production Mar-96 0 $ 247,608
Car Tech Of
Gwinnett, Inc............ Roswell, GA Automotive Nov-98 0 $ 49,565
Carlos Remolina, Md........ Roselle, NJ Medical Dec-96 0 $ 55,028
Carnival Cruise Lines...... Miami, FL Computers Jun-96 877,527 $ 77,826
CCI Diversified, Inc....... Newport Beach, CA Computers Jul-96 0 $ 57,766
CID Hosiery Mills, Inc..... Lexington, NC Manufacturing & Production Oct-96 0 $ 47,658
CIS Corp................... Jersey City, NJ Telecommunications Nov-96 3,870,877 $ 1,319,304
Cleaners Plus.............. Boca Raton, FL Manufacturing & Production Oct-96 0 $ 63,937
Comm. Task Group,Inc....... Buffalo, NY Telecommunications Oct-96 0 $ 51,470
Comshare Inc............... Ann Arbor, MI Computers Sep-96 0 $ 426,019
Continental Airlines....... Houston, TX Aircraft Jul-97 13,102,299 $ 1,663,700
Continental Airlines....... Houston, TX Aircraft Dec-96 9,309,759 $ 2,462,884
Creative Financial Svcs.... Fayetteville, NC Computers Jul-96 0 $ 37,193
Creative Host
Services, Inc............ San Diego, CA Furniture Dec-98 0 $ 476,294
Csk Auto, Inc.............. Phoenix, AZ Other Aug-98 0 $ 53,429
Csk Auto, Nc............... Phoenix, AZ Other Oct-98 0 $ 53,429
CT Plastics &
Fabrications............. Simsbury, CT Manufacturing & Production Oct-96 0 $ 39,769
C-Town Supermarket Dba
Lye...................... Astoria, NY Retail Oct-98 0 $ 95,463
Dads Farms................. Henderson, NE Agriculture Oct-96 0 $ 50,835
DCR Communications Inc..... Washington, DC Furniture Feb-96 0 $ 123,781
Diagnostic Health
Systems, Inc............. Lakewood, NJ Medical Nov-98 0 $ 26,752
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Agripac, Inc............... $ 201,725
AJK Associates............. 56,361
Alexander & Alexander...... 3,171,902
All Car Distributors....... 147,658
All Car Distributors....... 129,745
All Car Distributors....... 25,122
All Car Distributors....... 101,445
Alpha 1 Products Inc,...... 36,546
America Online, Inc........ 12,484,862
America Online, Inc........ 6,375,861
ANS
Communications, Inc...... 3,487,862
ANS
Communications, Inc...... 4,035,913
ANS
Communications, Inc...... 4,157,568
ANS
Communications, Inc...... 2,335,849
ANS
Communications, Inc...... 2,604,096
ANS
Communications, Inc...... 2,681,781
ANS
Communications, Inc...... 2,925,291
ANS
Communications, Inc...... 3,971,208
Arcade Printing Services... 27,652
Arcade Textiles, Inc....... 116,364
Audio By The Bay........... 59,925
Automotive Sevice &
Parts.................... 33,062
AZ 3, Inc.................. 523,640
Bio-Medical
Devices, Inc............. 40,310
Blount Inc................. 508,354
Boca Tecca Cleaners........ 53,029
C & C Finishing............ 25,792
C. Kirk Root Designs....... 32,207
C.J. Menendez Co........... 50,702
C.M. Repographics, Inc..... 44,804
C.P. Shades Inc............ 247,608
Car Tech Of
Gwinnett, Inc............ 49,565
Carlos Remolina, Md........ 55,028
Carnival Cruise Lines...... 955,353
CCI Diversified, Inc....... 57,766
CID Hosiery Mills, Inc..... 47,658
CIS Corp................... 5,190,181
Cleaners Plus.............. 63,937
Comm. Task Group,Inc....... 51,470
Comshare Inc............... 426,019
Continental Airlines....... 14,765,999
Continental Airlines....... 11,772,643
Creative Financial Svcs.... 37,193
Creative Host
Services, Inc............ 476,294
Csk Auto, Inc.............. 53,429
Csk Auto, Nc............... 53,429
CT Plastics &
Fabrications............. 39,769
C-Town Supermarket Dba
Lye...................... 95,463
Dads Farms................. 50,835
DCR Communications Inc..... 123,781
Diagnostic Health
Systems, Inc............. 26,752
</TABLE>
B-112
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- -------------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Digio, Inc................. Woodland Hills, CA Computers Sep-96 $ 0 $ 45,176
Direct Technologies........ Suwanee, GA Telecommunications Mar-97 0 $ 232,862
Dryclean USA Dba
Osmar, Inc............... Miami, FL Manufacturing & Production Nov-96 0 $ 61,964
Eka Chemicals.............. Marietta, GA Manufacturing & Production Sep-98 1,052,998 $ 2,921,688
Environmental Resources.... Epping, NH Material Handling Dec-96 0 $ 55,854
Federal Express Corp....... Memphis, TN Aircraft Aug-96 34,973,585 $ 7,229,208
First Consumer Funding..... Kenilworth, NJ Computers Oct-96 0 $ 43,207
Florida Power
Corporation.............. St Petersburgh, FL Telecommunications Mar-97 0 $ 243,016
Forsyth &
Associates, Inc.......... West Covina, CA Transportation Dec-98 0 $ 69,219
G & G Amusement............ Commerce, CA Computers Sep-96 0 $ 27,375
Golden Blasting, Inc....... Windham, NH Manufacturing & Production Oct-96 0 $ 58,322
Golden City Chinese........ Margate, FL Restaurant Dec-96 0 $ 42,104
Golden Corral
Corporation.............. Raleigh, NC Furniture Nov-98 0 $ 431,468
Golden Pharmaceutical...... Golden, CO Computers Apr-96 0 $ 56,357
Greg Street Plating &
Metal.................... Sparks, NV Fixture Nov-98 0 $ 60,509
Grupo Aunt
Chilada's, LLC........... Phoenix, AZ Retail Nov-98 0 $ 60,028
Haemonetics Corp........... Braintree, MA Telecommunications Nov-96 0 $ 36,529
Hastings................... London, England Computers Jun-98 27,402,357 $ 3,016,036
Headway
Technologies, Inc........ Milpitas, CA Manufacturing & Production Nov-98 0 $ 155,952
Heartland Christian
Center................... Orlando, FL Video Production Dec-98 0 $ 29,679
High Bluff Construction
Co....................... Tempe, AZ Computers Oct-98 0 $ 77,034
Hollywood Recording
Srvcs.................... Hollywood, CA Audio Nov-96 0 $ 45,631
Horizon Financial Corp..... Fairfield, NJ Computers Oct-96 0 $ 54,008
ICT Group, Inc............. Langhorne, PA Furniture Aug-96 173,406 $ 61,034
ICT Group, Inc............. Langhorne, PA Furniture Aug-96 211,809 $ 61,034
Infinity Studios, Inc...... Brooklyn, NY Audio Jul-96 0 $ 53,561
Intersolv Inc.............. Rockville, MD Computers Jan-96 576,678 $ 47,155
IVL, Inc................... Minneapolis, MN Computers Jul-96 0 $ 49,526
J.C. Penney, Inc........... Plano, TX Office Equipment Jun-96 2,199,583 $ 406,402
Kent-Transamericas......... Brooklyn, NY Computers Aug-96 0 $ 34,946
Kim Hannaford, Dds......... Los Alamitos, CA Medical Apr-96 0 $ 38,775
Knoxville Men's Medical.... Knoxville, TN Medical Oct-96 0 $ 42,156
La Dolce Vita Of Mt Ver.... Mount Vernon, NY Restaurant Oct-96 0 $ 26,952
LAN Chile.................. Chicago, IL Aircraft Mar-98 11,752,300 $ 1,457,821
Leomar Miami, Inc.......... Miami, FL Retail Jul-96 0 $ 43,506
Life Pro Financial
Services................. Solano Beach, CA Furniture Nov-98 0 $ 37,114
Lindy Bixby Dds............ Capitola, CA Medical Oct-96 0 $ 27,794
Long Beach Acceptance...... Oradell, NJ Computers Sep-96 0 $ 721,382
Market Service, Inc........ Great Neck, NY Telecommunications Sep-96 0 $ 48,898
Mazda Motors of
America, Inc............. Irvine, CA Computers Mar-97 5,874,729 $ 915,766
Michael Stephenson......... Evanston, IL Photography Aug-96 0 $ 35,648
Miracle Mortgage........... Orem, UT Computers Jul-96 0 $ 98,589
MNP Enterprises............ Miami Lakes, FL Retail Sep-96 0 $ 27,556
Modern Planning
LI, Inc.................. Brooklyn, NY Computers Dec-96 0 $ 57,324
Nashville Men's Medical.... Nashville, TN Medical Oct-96 0 $ 42,161
New Horizons Computer...... Fairborn, OH Computers Sep-96 0 $ 53,974
Newport Shores Financial... Mission Viego, CA Furniture Jul-96 0 $ 55,093
Northgate
Communications, Inc...... Santa Monica, CA Computers Dec-98 0 $ 74,565
Occidental................. Los Angeles, CA Vessels Mar-97 5,853,364 $ 3,708,501
OEO, Inc................... Springfield, VA Telecommunications Mar-97 160,103 $ 215,453
Pacific Bagel Partners..... Rancho Saint Margarita, CA Restaurant Sep-96 0 $ 309,000
Pat's Bug Shop............. Donalds, SC Automotive Oct-96 0 $ 53,596
Peppino's Inc.............. Irvine, CA Restaurant Aug-96 0 $ 31,171
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Digio, Inc................. $ 45,176
Direct Technologies........ 232,862
Dryclean USA Dba
Osmar, Inc............... 61,964
Eka Chemicals.............. 3,974,685
Environmental Resources.... 55,854
Federal Express Corp....... 42,202,793
First Consumer Funding..... 43,207
Florida Power
Corporation.............. 243,016
Forsyth &
Associates, Inc.......... 69,219
G & G Amusement............ 27,375
Golden Blasting, Inc....... 58,322
Golden City Chinese........ 42,104
Golden Corral
Corporation.............. 431,468
Golden Pharmaceutical...... 56,357
Greg Street Plating &
Metal.................... 60,509
Grupo Aunt
Chilada's, LLC........... 60,028
Haemonetics Corp........... 36,529
Hastings................... 30,418,393
Headway
Technologies, Inc........ 155,952
Heartland Christian
Center................... 29,679
High Bluff Construction
Co....................... 77,034
Hollywood Recording
Srvcs.................... 45,631
Horizon Financial Corp..... 54,008
ICT Group, Inc............. 234,440
ICT Group, Inc............. 272,843
Infinity Studios, Inc...... 53,561
Intersolv Inc.............. 623,834
IVL, Inc................... 49,526
J.C. Penney, Inc........... 2,605,985
Kent-Transamericas......... 34,946
Kim Hannaford, Dds......... 38,775
Knoxville Men's Medical.... 42,156
La Dolce Vita Of Mt Ver.... 26,952
LAN Chile.................. 13,210,121
Leomar Miami, Inc.......... 43,506
Life Pro Financial
Services................. 37,114
Lindy Bixby Dds............ 27,794
Long Beach Acceptance...... 721,382
Market Service, Inc........ 48,898
Mazda Motors of
America, Inc............. 6,790,495
Michael Stephenson......... 35,648
Miracle Mortgage........... 98,589
MNP Enterprises............ 27,556
Modern Planning
LI, Inc.................. 57,324
Nashville Men's Medical.... 42,161
New Horizons Computer...... 53,974
Newport Shores Financial... 55,093
Northgate
Communications, Inc...... 74,565
Occidental................. 9,561,865
OEO, Inc................... 375,556
Pacific Bagel Partners..... 309,000
Pat's Bug Shop............. 53,596
Peppino's Inc.............. 31,171
</TABLE>
B-113
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--PRIOR PUBLIC PROGRAMS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ORIGINAL LESSEE DATE TOTAL CASH
OR EQUIPMENT USER LOCATION EQUIPMENT PURCHASED FINANCING(1) EXPENDED(2)
----------------- -------------------------- -------------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Petsmart, Inc.............. Pheonix, AZ Fixtures Dec-97 $ 0 $ 2,658,049
Petsmart, Inc.............. Phoenix, AZ Fixture Jul-98 0 $ 362,790
Petsmart, Inc.............. Phoenix, AZ Furniture Sep-98 0 $ 3,250,130
Petsmart, Inc.............. Phoenix, AZ Furniture Oct-98 0 $ 2,017,116
Photocircuits.............. Glen Cove, NY Computers Aug-96 0 $ 1,995,051
Pollinaise Intimate
Apparel.................. Boyertown, PA Computers Aug-96 0 $ 48,000
Press Point, Inc........... New York, NY Furniture Dec-98 0 $ 377,788
Progressive Technology..... Miami, FL Manufacturing & Production Sep-96 0 $ 32,397
Progrssve Extrsn Die
Corp..................... Anahiem, CA Manufacturing & Production Dec-96 0 $ 46,832
Quality Baking, LLC........ Maplewood, MO Furniture Jul-96 0 $ 283,250
Quality Baking, LLC........ Maplewood, MO Furniture Sep-96 0 $ 315,404
R.B. Apparel Co., Inc...... Hialeah, FL Manufacturing & Production Sep-96 0 $ 46,114
Rainbow Abstracts Group.... Glandale, CA Video Production Oct-96 0 $ 56,347
Ral III Trading Inc........ Biloxi, MS Manufacturing & Production Oct-96 0 $ 51,077
Rapid Link, Inc............ Atlanta, GA Computers Dec-98 0 $ 102,237
Rehab Excel, Inc........... Lafayettle, CO Computers Dec-96 0 $ 34,545
Roger Doss
Catering, Inc............ Lyndhurst, NJ Restaurant Dec-96 0 $ 29,222
Rowan Companies............ Memphis, TN Oil Rig Aug-96 12,325,000 $ 369,750
Sabena..................... Chicago, IL Aircraft Nov-97 1,832,359 $ 1,979,380
Sabena..................... Manhasset, NY Aircraft Aug-98 0 $ 1,236,010
Sabena..................... Manhasset, NY Aircraft Sep-98 0 $ 1,472,720
Sabreliner Corporation..... St Louis, MO Fixture Dec-98 0 $ 1,070,958
Seacor Smit, Inc........... Houston, TX Vessels Sep-97 12,825,000 $ 4,793,150
Seacor Smit, Inc........... Houston, TX Vessels Jan-98 14,232,634 $ 4,822,366
Seacor Smit, Inc........... Houston, TX Vessels Mar-98 11,742,000 $ 2,935,500
Siamac A. Najah............ Redondo Beach, CA Video Production Jul-96 0 $ 51,970
Sportscare Specialists..... Troy, MI Medical Sep-96 0 $ 29,411
Steamtech Environmental.... Bakersfield, CA Enviromental Sep-96 0 $ 55,557
Stratford Studios.......... Phoenix, AZ Printing Sep-96 0 $ 42,525
Sturgeon & Sturgeon,DDS.... West Hills, CA Medical Nov-96 0 $ 61,736
Sunfire Prod. Dba
Sequoia.................. Aspen, CO Video Production Oct-96 0 $ 46,760
Tejas Tubular
Processing, Inc.......... Houston, TX Manufacturing & Production Dec-98 0 $ 102,971
Third Coast Productions.... Ft. Worth, TX Video Production Aug-96 0 $ 52,682
Threespace Imagery......... Reseda, CA Computers Oct-96 0 $ 53,169
Tierce, Inc................ Fort Worth, TX Medical Jun-96 0 $ 33,310
Title Escrow Inc........... Nashville, TN Computers Oct-96 0 $ 51,946
Traceanalysis, Inc......... Lubbock, TX Medical Nov-98 0 $ 71,196
Tucson Bagel Company, LLC.. Brainerd, MN Restaurant Mar-96 0 $ 261,319
Tucson Bagel Company, LLC.. Brainerd, MN Restaurant Sep-96 0 $ 298,886
Uinta Brewing Company...... Salt Lake City, UT Manufacturing & Production May-96 0 $ 183,600
United Consumers Club...... Fishkill, NY Telecommunications Dec-96 0 $ 48,670
United Consumers Club...... Elmsford, NY Telecommunications Oct-96 0 $ 48,670
Visual Impulse Co.......... Quincy, FL Computers Dec-96 0 $ 40,635
Wal-Mart Stores,Inc........ Bentonville, AR Material Handling Oct-96 1,751,640 $ 2,939,819
Waterwrks Restaurant....... Winooski, VT Retail May-96 0 $ 33,323
Westover Investment Corp... Richmond, VA Computers Dec-96 0 $ 26,625
WH Smith Limited........... London, England Retail Mar-97 20,049,773 $ 1,495,109
White's Pastry
Shop, Inc................ Brockton, MA Restaurant Nov-98 0 $ 27,655
Total Equipment transactions less than $25,000...................... 0 972,160
------------ -----------
$236,753,616 $74,628,068
============ ===========
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL LESSEE ACQUISITION
OR EQUIPMENT USER COST(3)
----------------- ------------
<S> <C>
Petsmart, Inc.............. $ 2,658,049
Petsmart, Inc.............. 362,790
Petsmart, Inc.............. 3,250,130
Petsmart, Inc.............. 2,017,116
Photocircuits.............. 1,995,051
Pollinaise Intimate
Apparel.................. 48,000
Press Point, Inc........... 377,788
Progressive Technology..... 32,397
Progrssve Extrsn Die
Corp..................... 46,832
Quality Baking, LLC........ 283,250
Quality Baking, LLC........ 315,404
R.B. Apparel Co., Inc...... 46,114
Rainbow Abstracts Group.... 56,347
Ral III Trading Inc........ 51,077
Rapid Link, Inc............ 102,237
Rehab Excel, Inc........... 34,545
Roger Doss
Catering, Inc............ 29,222
Rowan Companies............ 12,694,750
Sabena..................... 3,811,739
Sabena..................... 1,236,010
Sabena..................... 1,472,720
Sabreliner Corporation..... 1,070,958
Seacor Smit, Inc........... 17,618,150
Seacor Smit, Inc........... 19,055,000
Seacor Smit, Inc........... 14,677,500
Siamac A. Najah............ 51,970
Sportscare Specialists..... 29,411
Steamtech Environmental.... 55,557
Stratford Studios.......... 42,525
Sturgeon & Sturgeon,DDS.... 61,736
Sunfire Prod. Dba
Sequoia.................. 46,760
Tejas Tubular
Processing, Inc.......... 102,971
Third Coast Productions.... 52,682
Threespace Imagery......... 53,169
Tierce, Inc................ 33,310
Title Escrow Inc........... 51,946
Traceanalysis, Inc......... 71,196
Tucson Bagel Company, LLC.. 261,319
Tucson Bagel Company, LLC.. 298,886
Uinta Brewing Company...... 183,600
United Consumers Club...... 48,670
United Consumers Club...... 48,670
Visual Impulse Co.......... 40,635
Wal-Mart Stores,Inc........ 4,691,459
Waterwrks Restaurant....... 33,323
Westover Investment Corp... 26,625
WH Smith Limited........... 21,544,881
White's Pastry
Shop, Inc................ 27,655
972,160
------------
$311,381,684
============
</TABLE>
B-114
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--RECENT PUBLIC PROGRAMS
(UNAUDITED)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment
currently under management for ICON Cash Flow Partners, L.P. Seven at
December 31, 1999 pursuant to leases or which secure its Financing
Transactions.
<TABLE>
<CAPTION>
EQUIPMENT EQUIPMENT EQUIPMENT TOTAL
CATEGORY LEASES FINANCINGS PORTFOLIO
--------- ----------- ---------- -----------
<S> <C> <C> <C>
Aircraft.................................................... 90,952,788 0 90,952,788
Vessels..................................................... 49,855,000 0 49,855,000
Computer Systems............................................ 49,778,571 74,565 49,853,136
Retail Systems.............................................. 20,977,388 143,862 21,121,250
Manufacturing & Production.................................. 18,652,318 183,663 18,835,981
Office Furniture & Fixtures................................. 13,654,451 1,239,209 14,893,660
Energy...................................................... 12,325,000 0 12,325,000
Automotive.................................................. 6,618,448 49,565 6,668,013
Medical..................................................... 3,882,457 0 3,882,457
Telecommunications.......................................... 3,720,818 60,054 3,780,872
Office Equipment............................................ 2,764,522 0 2,764,522
Miscellaneous............................................... 1,641,909 152,823 1,794,732
----------- --------- -----------
274,823,670 1,903,741 276,727,411
=========== ========= ===========
</TABLE>
B-115
<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 L.P. at
December 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 & Production Mar-99 1,408,127 278,708 1,686,834
Pharma Print, Inc....... Irvine, CA Manufacturing & Production 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........... 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
CMGI.................... Dallas,TX Computers Sep-99 4,168,089 4,168,089 4,168,089
CMGI.................... Dallas,TX Computers Sep-99 0 450,163 450,163
KLM..................... Schipol, Aircraft Sep-99 31,701,386 5,898,614 37,600,000
Rental Services......... Various Trucks & Trailers Jun-99 2,984,130 537,694 3,521,824
Regus................... Various Furniture Dec-99 0 5,000,000 5,000,000
----------- ----------- ------------
$94,471,234 $35,793,865 $139,378,509
=========== =========== ============
</TABLE>
------------------------------
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at December 31, 1999.
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
B-116
<PAGE>
TABLE VI
ACQUISITION OF EQUIPMENT--RECENT PUBLIC PROGRAMS
(UNAUDITED)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment
currently under management for Income Fund Eight A L.P. at December 31, 1999
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
EQUIPMENT TOTAL
EQUIPMENT CATEGORY LEASES PORTFOLIO
------------------ ----------- -----------
<S> <C> <C>
Aircraft.................................................... 53,878,345 53,878,345
Material Handling........................................... 27,038,665 27,038,665
Telecommunications.......................................... 4,861,629 4,861,629
Computer Systems............................................ 29,440,123 29,440,123
Trucks & Trailers........................................... 3,521,824 3,521,824
Vessels..................................................... 12,922,568 12,922,568
Office Furniture & Fixtures................................. 2,452,900 2,452,900
Manufacturing............................................... 2,159,218 2,159,218
----------- -----------
136,275,272 136,275,272
=========== ===========
</TABLE>
B-117
<PAGE>
EXHIBIT C
SUBSCRIPTION DOCUMENTS
ICON INCOME FUND EIGHT
INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION AGREEMENT
INSTRUCTIONS: To purchase or acquire ownership interests in ICON Income Fund
Eight, please complete and sign the Subscription Agreement. Please print or
type your responses clearly in the spaces provided.
1. INVESTMENT: Units Purchased. Indicate the total dollar amount and the
number of Units you wish to purchase in ICON Income Fund
EIGHT. Each whole Unit has a cost of $100.00 and each
1/10,000th of a Unit costs $.01. (Example: For an investment
of $2,723.25, the number of units will equal 27.2325 Units.)
The Partnership has a minimum Initial Investment requirement
of $2,500 except for IRAs, SEPs and Qualified Pension,
Profit-Sharing or Stock Option Plans including Keogh Plans
for which the minimum Investment is $1,000. (Please see the
"INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES" section in the Prospectus for
details and restrictions).
2. REGISTRATION A. Subscriber or Investor Information. Fill in the name,
INFORMATION address and tax identification number or social security
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.
3. FORM OF OWNERSHIP (Mark only one box. Information as to signatures that are
required, depending on the type of ownership, is provided
below.)
INDIVIDUAL OWNERSHIP-investor's signature required.
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
INFORMATION: of the Subscription Agreement. An authorized Branch
Manager or Registered Principal of the Broker/Dealer firm
must sign the Subscription Agreement. Orders cannot be
accepted without this Broker/Dealer authorization.
7. INVESTMENT CHECKS Until you are notified that the escrow condition of the
& SUBSCRIPTIONS: sale of 12,000 Units has been completed, please make
checks payable to "The Chase Manhattan Bank ICON Income
Fund EIGHT Escrow Account." Thereafter, checks should be
made payable to "ICON Income Fund EIGHT" Your check
should be in the amount of your subscription as shown in
Section 1 of the Subscription Agreement.
Mail your completed white and pink copies of the
Subscription Agreement (Page C-3) together with your
Special Payment Instruction Form (Page C-5) (if
applicable) and subscription check, in the amount of the
subscription price (as shown in Section 1 on page C-3)
to: ICON Securities Corp., 111 Church Street, White
Plains, New York 10601. 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
ICON INCOME FUND EIGHT B L.P.
A Delaware Limited Partnership
<TABLE>
<S> <C> <C> <C>
1. INVESTMENT: A. UNITS PURCHASED Dollar Amount --------- No. of Units ICON USE ONLY
(Check Appropriate B. --------- Subscription
Boxes) TYPE OF INVESTMENT Received
------ Initial Investment ------ Additional Investment Date: -------------
No. of Units: ------
Blue Sky State:
-----
2. REGISTRATION A. SUBSCRIBER INFORMATION (Please specify Mr. or Ms.)
INFORMATION: Subscriber's Name(s)
(Please type or ------------------------------------------------------------
print clearly) ------------------------- Subscriber Tax I.D. No. or Social
Security No. -------------------------
Subscriber's Residential Address
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) -
</TABLE>
<TABLE>
<S> <C> <C> <C>
3. FORM OF ------ Individual Ownership ------ Partnership FIDUCIARY ACCOUNTS
OWNERSHIP: (Mark ------ Husband and Wife, as Community ------ Corporation (All Sections in 2B must be filled
only one box) Property ------ Trust out)
------ Joint Tenants ------ IRA, SEP, Keogh ------ Trust
------ Tenants in Common ------ Custodial Account
</TABLE>
<TABLE>
<S> <C> <C> <C>
4. DISTRIBUTION Check if: ------ You wish Distributions of the Partnership to be
ALTERNATIVES: reinvested in additional Units during the
(Complete Only if Offering Period.
Payee is Different ------ You wish Direct Deposit of Distributions or that they
than Section 2A or be sent to more than one Payee.
2B Above) Complete the Special Payment Instruction Form.
------ You wish Distributions to be sent to the Payee and
Address listed below. Complete the
following information:
Payee Name:
------------------------------------------------------------
Branch: ------------------ Account Number:
------------------ ABA #: -----------------
Street Address:
------------------------------------------------------------
City/Town: ------------------------------ State
--------------- Zip Code ---------------
5. SIGNATURES AND (Initial ) The undersigned confirms that he/she: has received a copy of the Prospectus and
INITIALS: 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 attorney-in- fact as described in Paragraph 2
on Page C-4.
Sign X ------------------------------ Sign X
-----------------------------------------
Subscriber's Signature Date Authorized Signature
Here Here (Custodian/Trustee/Officer/Partner) Date
X ------------------------------ X
-----------------------------------------
Subscriber's Signature Date Print Name
(Custodian/Trustee/Officer/Partner) Date
6. BROKER/ DEALER The Selling Dealer must sign below to complete the order
INFORMATION: and, by doing so, thereby represents that (1) both it and
(Please type or its registered representative which solicited the
print clearly) subscription (the "Registered Representative"): (a) is duly
licensed by, and in good standing with, the NASD and may
lawfully offer Units in the State(s) listed in Section 2.A
above; (b) has reasonable grounds to believe, based on
information obtained from the Subscriber concerning his/her
investment objectives, other investments, financial
situation and needs and any other information known by the
Selling Dealer or Registered Representative, that the
Investment described in Section 1, above is suitable in
light of Subscriber's income, net worth and other
characteristics; and (c) the Registered Representative has
(i) informed the Subscriber as to the limited liquidity of
the Units and (ii) delivered a current copy of the
Prospectus to the Subscriber in connection with the offering
of Units.
PLEASE PRINT
Brokerage Firm Name --------------------------- Supervisor
------------- Tele. Number ------------
Registered Representative Name --------------- Rep. Number
------------ Tele. Number -------------
Representative Street Address
------------------------------------------------------------
City/Town
----------------------------------------------- State
------------ Zip Code ------------
Authorized signature (Branch Manager or Registered
Principal). Order cannot be completed without signature.
X
------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
7. INVESTMENT Mail the completed Subscription Agreement with a check
CHECKS & SUB- payable as indicated in the instructions to: ICON Securities
SCRIPTIONS. Corp., 111 Church Street, White Plains, New York 10601.
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 the General Partner, each authorized officer of the General Partner
and each Person who shall thereafter become a Substitute General Partner
during the term of the Partnership, with full power of substitution, as the
true and lawful attorney-in-fact of, in the name, place and stead of, such
Limited Partner, to the full extent, and for the purposes and duration, set
forth in Section 15 of the Partnership Agreement (all of the terms of which
are hereby incorporated herein by this reference). Such purposes include,
without limitation, the power to make, execute, sign, acknowledge, affirm,
deliver, record and file any (a) document or instrument which the General
Partner deems necessary or desirable to carry out fully the provisions of the
Partnership Agreement (in the manner and for the purposes provided in Section
15.1 of the Partnership Agreement) and (b) amendment to the Partnership
Agreement and to the Certificate of Limited Partnership of the Partnership
(in the manner and for the purposes provided in Section 15.2 of the
Partnership Agreement, including, without limitation, admission of Limited
Partners to the Partnership and any application, certificate, instrument,
affidavit or other document required or appropriate in connection with
registration or documentation of the Partnership's Investments). The
foregoing appointment shall not in any way limit the authority of the General
Partner as attorney-in-fact for each Limited Partner of the Partnership under
Section 15 of the Partnership Agreement. The power of attorney hereby granted
is coupled with an interest, is irrevocable and shall survive Subscriber's
death, incapacity, insolvency or dissolution or his/her delivery of any
assignment of all or any portion of his/her Units.
3. GENERAL SUBSCRIBER REPRESENTATIONS. As a condition to Subscriber's
being admitted to the Partnership, Subscriber hereby represents that he/she:
(a) either (i) has annual gross income of $30,000 plus a net worth of $30,000
(exclusive of his/her investment in Units, home, home furnishings and
automobiles) or a net worth of $75,000 (determined in the same manner) or
(ii) meets any higher investor gross income and/or net worth standards
applicable to residents of his/her State, as set forth in the "INVESTOR
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES"
Section of the Prospectus; (b) if Subscriber is an IRA or a Qualified Plan,
it has been accurately identified as such in Sections 2.A and 3 on Page C-3;
(c) has accurately identified himself/herself in Section 2.C on Page C-3 as
either a U.S. Citizen or a non-U.S. Citizen (Note: a Subscriber which is a
corporation, a partnership or trust should review the requirements for being
considered a U.S. Citizen described in the "INVESTOR SUITABILITY AND MINIMUM
INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" Section of the Prospectus);
and (d) each subscriber who is purchasing Units for Individual Ownership (as
indicated in Section 3 on Page C-3) is purchasing for his or her own account.
If Subscriber is investing in a fiduciary or representative capacity, such
investment is being made for one or more persons, entities or trusts meeting
the above requirements.
4. ADDITIONAL FIDUCIARY AND ENTITY REPRESENTATIONS. If the person
signing this Subscription Agreement is doing so on behalf of another person
or entity who is the Subscriber, including, without limitation, a
corporation, a partnership, an IRA, a Qualified Plan, or a trust (other than
a Qualified Plan), such signatory by signing his/her/its name in Section 5 of
Page C-3 thereby represents and warrants that (a) he is duly authorized to
(i) execute and deliver this Subscription Agreement, (ii) make the
representations contained herein on behalf of Subscriber and (iii) bind
Subscriber thereby and (b) this investment is an authorized investment for
Subscriber under applicable documents and/or agreements (e.g., articles of
incorporation or corporate by-laws or action, partnership agreement, trust
indenture, etc.) and applicable law.
5. Under the penalties of perjury, by signing his/her name in Section 5
on Page C-3, each Subscriber thereby certifies that: (a) the Taxpayer
Identification Number or Social Security Number listed in Section 2.A on Page
C-3 is correct; and (b) he/she is not subject to backup withholding either
because the Internal Revenue Service has (i) not notified such Subscriber
that he/she is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) has notified such Subscriber that
he/she is no longer subject to backup withholding. (If you have been notified
that you are currently subject to backup withholding, strike the language
under clause (b) of this paragraph 5 before signing).
UPON SUBSCRIBER'S EXECUTION OF THIS SUBSCRIPTION AGREEMENT AND
ACCEPTANCE THEREOF BY THE GENERAL PARTNER, THIS SUBSCRIPTION
AGREEMENT (CONSISTING OF PAGES C-1 THROUGH C-4) WILL BECOME A
PART OF THE PARTNERSHIP AGREEMENT.
C-4
<PAGE>
ICON INCOME FUND EIGHT B L.P.
111 CHURCH STREET, WHITE PLAINS, NEW YORK 10601
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.
<TABLE>
<S> <C>
Deposit / / Checksing / / First Payee Direct
Bank Name -------------------------------- Bank Address -------------------------------
City State Zip
Bank ABA# -------------------------------- Bank Routing No. ---------------------------
Name of Account Holder -------------------- Account Type -------------------------------
Account No. --------------------------------
% to be Paid* ------------------------------ New instructions: Yes / / No / /
----------------------------------------------------------------------------------------------
Second Payee Direct
Deposit / / Checking / /
Bank Name -------------------------------- Bank Address -------------------------------
City State Zip
Bank ABA# -------------------------------- Bank Routing No. ---------------------------
Name of Account Holder -------------------- Account Type -------------------------------
Account No. --------------------------------
% to be Paid* ------------------------------ New instructions: Yes / / No / /
*Please note that the total of First Payee and Second Payee (if applicable)
should equal 100% of distribution.
------------------------------------------- -------------------------------------------
Original Signature - Subscriber - Limited Original Signature - Subscriber - Limited
Partner Partner
or Authorized/Custodial Representative
------------------------------------------- -------------------------------------------
Date Signed Original Signature - Subscriber - Limited
Partner
</TABLE>
Please make a copy for your records
C-5
<PAGE>
--------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR IN SUPPLEMENTS HERETO OR IN SUPPLEMENTAL SALES LITERATURE
ISSUED BY THE PARTNERSHIP AND REFERRED TO IN THIS PROSPECTUS OR IN
SUPPLEMENTS THERETO, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER
THAN THE UNITS TO WHICH IT RELATES OR ANY OF SUCH UNITS TO ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
--------------------------------------------------------------------------------
ICON INCOME FUND EIGHT B L.P.
--------------------------------
$75,000,000 (MAXIMUM OFFERING)
750,000 UNITS OF LIMITED PARTNERSHIP INTEREST
(MINIMUM CAPITALIZATION OF 12,000 UNITS)
$100.00 PER UNIT
MINIMUM INVESTMENT 25 UNITS ($2,500)
(10 UNITS OR $1,000 FOR IRAS OR QUALIFIED PLANS)
---------------
PROSPECTUS
---------------
ICON SECURITIES CORP.
DEALER-MANAGER
MAY 19, 2000
--------------------------------
--------------------------------
ICON SECURITIES CORP.
111 CHURCH STREET
WHITE PLAINS, NEW YORK 10601
(914) 993-1700
UNTIL AUGUST 19, 2000 (90 DAYS FROM THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT FOR THIS OFFERING, AS AMENDED), ALL DEALERS EFFECTING TRANSACTIONS
IN THE UNITS, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
[LOGO]
ICON SECURITIES CORP.
800-435-5697
WWW.ICONSECURITIES.COM
--------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION *
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.3 of the Partnership Agreement of the Partnership,
included in the prospectus as Exhibit A, provides for indemnification of the
General Partner under certain circumstances. Reference is made to such
section of the Partnership Agreement, and to "Summary of the Partnership
Agreement" in the prospectus for a summary of this provision.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES - NOT APPLICABLE
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits. See Exhibits Index.
(b) Financial Statement Schedules.
All schedules have been omitted as the requested information
is inapplicable or is presented in the Prospectus, the balance
sheets, financial statements or related notes.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That all post-effective amendments will comply with the
applicable forms, rules and regulations of the commission in effect at the
time such post-effective amendments are filed.
(5) To send to each limited partner at least on an annual
basis a detailed statement of any transactions with the General Partner or
its affiliates, and of fees, commissions, compensation and other benefits
paid, or accrued to the General Partner or its affiliates for the fiscal year
completed, showing the amount paid or accrued to each recipient and the
services performed.
(6) To send to the limited partners, within 45 days after
the close of each quarterly fiscal period, the information specified by the
Form 10-Q, if such report is required to be filed with the Commission.
(7) To send to the limited partners the financial
statements required by Form 10-K for the first full fiscal year of operations
of the Partnership.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to the General Partner of the
Registrant (or controlling persons of the General Partner or of the
Registrant) pursuant to the provisions described under Item 14 above or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by the General Partner or controlling person of the Registrant in the
successful defense of any action suit or proceeding) is asserted by any such
General Partner or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The registrant further undertakes (i) to file a sticker
supplement pursuant to Rule 424(c) under the Act describing each lease
transaction not described in the prospectus or a prior supplement promptly
after there arises a reasonable probability that such transaction will be
acquired if the transaction would require commitment by the registrant of an
amount of offering proceeds in excess of 10% of the offering proceeds
received as of that date by the registrant; and (ii) to consolidate all such
sticker supplements into a post-effective amendment filed at least once every
three months during the offering period.
* 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. 8 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.
<TABLE>
<S> <C>
ICON INCOME FUND EIGHT,
ICON INCOME FUND EIGHT B L.P.
(a Delaware limited partnership)
By: ICON CAPITAL CORP.,
General Partner
By:
Paul B. Weiss,
PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the
Post-Effective Amendment No. 8 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 19th day of January, 2001.
<TABLE>
<CAPTION>
SIGNATURES TITLE(S)
---------- --------
<S> <C>
/s/ BEAUFORT J. B. CLARKE Chief Executive Officer and Chairman of ICON Capital Corp., the General
------------------------------------ Partner of the Registrant
Beaufort J. B. Clarke
/s/ PAUL B. WEISS President of ICON Capital Corp.
------------------------------------
Paul B. Weiss
/s/ THOMAS W. MARTIN Executive Vice President, Treasurer and Director of ICON Capital Corp.
--------------------------------
Thomas W. Martin
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
EXHIBITS
POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
ICON INCOME FUND EIGHT
ICON INCOME FUND EIGHT B, L.P., a Delaware limited partnership
<PAGE>
ICON INCOME FUND EIGHT B, L.P.
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 Partnership's 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 the Partnership's Certificate of Limited Partnership filed with
the Delaware Secretary of State on February 7, 2000(5)
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)
-----------
(1) Filed as an Exhibit to the S-1 Registration Statement filed on May 29,
1998 and is incorporated herein by reference.
<PAGE>
(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.
(5) Filed as an Exhibit to Post-Effective Amendment No. 5 filed on February
17, 2000 and is incorporated herein.
</TABLE>
