ATEL Capital Equipment Fund VIII, LLC
Supplement dated May 31, 1999
to the Prospectus dated December 7, 1998
of ATEL Capital Equipment Fund VIII, LLC
(the "Fund")
(to be used in conjunction with supplement dated April 30, 1999)
The Fund's Prospectus is hereby supplemented as set forth on the following
pages. This supplement is a part of and must be accompanied by the Fund's
Prospectus dated December 7, 1998. Terms not otherwise defined herein have the
meaning as defined in the Prospectus.
Equipment Acquisitions
Set forth below is a summary of the Equipment acquisitions and leases entered
into or identified by the Fund as of the date of this supplement.
EQUIPMENT ACQUISITIONS
<TABLE>
<CAPTION>
Equipment Commence Acquisition Indebt- Lease Lease
Lessee Type Date(s) (1) Price (2) edness (3) Term (4) Type (5) Notes
------ ---- ----------- --------- ---------- -------- -------- -----
Leases Funded:
<S> <C> <C> <C> <C> <C> <C> <C>
BJ's Wholesale Club, Inc. Forklifts Apr-99 $ 594,748 $ - 60 HP
Consolidated Diesel Telephone System Feb-99 406,030 - 55 HP
Company
General Electric Company Machining centers Mar-99 352,000 - 84 HP (6)
General Electric Company Extruder systems May-99 281,595 - 60 OL (7)
General Electric Company Machining centers May-99 670,672 - 84 HP (6)
General Electric Company Machining centers Aug-99 223,509 - 84 HP (6)
General Electric Company Radiographic Inspection Facility Jun-99 43,875 - 84 HP (6)
Omnicom Group, Inc. Office Automation Oct-98 1,749,913 - 36 HP
Omnicom Group, Inc. Office Furniture Oct-98 321,976 - 60 FP
Overnite Transportation Conventional Tractors Apr-99 2,080,400 - 48 OL
Company
Sebastiani Vineyards, Inc. Bottle Filler Jul-99 98,237 - 84 FP
Southwest Airlines Company Boeing 737 Aircraft Mar-99 3,238,500 - 50 OL
Staples, Inc. Point of sale Jan-99 2,410,939 - 60 FP
Staples, Inc. Point of sale Apr-99 681,910 - 60 FP
TASC, Inc. Office Automation Jul-99 110,036 - 36 FP
Transamerica Leasing, Inc. Intermodal Containers Dec-98 8,500,000 - 120 FP
Universal City Development Point of sale Apr-99 668,474 - 60 FP
Partners
Universal City Development Office Automation Jul-99 289,072 - 36 FP
Partners
Williams Distributed Micro Turbine Systems May-99 280,500 - 60 HP (8)
Power Services, Inc.
----------------- -----------
Total funded as of May 31, 1999: 23,002,386 -
----------------- -----------
Leases Committed:
General Electric Company Manufacturing May-99 to Oct-99 1,690,318 - 84 HP (6)
General Electric Company Manufacturing May-99 to Oct-99 211,092 - 84 HP (6)
General Electric Company Manufacturing May-99 to Aug-99 2,747,940 - 84 HP (6)
General Electric Company Manufacturing May-99 to Jul-99 218,405 - 60 OL (7)
General Electric Company Manufacturing May-99 to Jul-99 175,502 - 84 HP (6)
Sebastiani Vineyards, Inc. Food Processing Jun-99 254,647 - 84 HP
TASC, Inc. Office Automation May-99 to Oct-99 693,469 - 36 FP
Universal City Development Point of Sale Equipment May-99 to Jul-99 144,021 - 60 FP
Partners
Universal City Florida Office Automation May-99 to Oct-99 846,619 - 36 HP
Partners
Williams Distributed Micro Turbine Systems May-99 3,544,500 - 60 HP (8)
Power Services, Inc.
----------------- -----------
Total committed as of May 31, 1999: 10,526,513 -
----------------- -----------
Total Acquisition Price: $ 33,528,899 $ -
================= ===========
<FN>
NOTES
(1) In many cases, a Lease transaction is funded over a period of time according
to the Lessee's requirements. Therefore, "Commence Date(s)" expressed as a range
represents multiple Lease commencement dates occurring or anticipated under the
same Lease line.
<PAGE>
(2) "Acquisition Price" includes either amounts committed to Lessees for funding
by the Program, or actual Equipment acquisition costs as of April 30, 1999. All
figures are rounded to the nearest dollar. For any transactions which are not
fully funded, the "Acquisition Price" may change as a result of ongoing
fundings. To the extent that the transaction is not fully funded, the
information in the table represents the Managing Member's best estimates as to
the size, timing and terms of the transaction upon full funding, based on the
outstanding lease commitment, its discussions with the lessee, the current and
anticipated availability of Fund capital and other factors. There can be no
assurance, however, that the portion of the transaction which has not been
funded will be completed as described.
(3) "Indebtedness" is the original principal amount of the debt acquired or
assumed by the Fund in order to acquire the Equipment and leverage the
Acquisition Price of the Equipment. Although transactions may originally be
purchased for all cash, the Managing Member may subsequently leverage equipment
in order to achieve an overall debt-equity balance for the portfolio.
(4) "Lease Term" is expressed in terms of months, although actual Lease Terms
may be monthly, quarterly, semiannual or annual.
(5) A designation of "FP" indicates that the aggregate rents to be received
during the Lease Term equal or exceed the Acquisition Price of the Equipment. A
designation of "HP" indicates that the aggregate rents to be received during the
Lease Term equal or exceed 90% of the Acquisition Price of the Equipment. A
designation of "OL" indicates that the aggregate rents to be received during the
Lease Term are less than 90% of the Acquisition Price of the Equipment.
(6) Lessee is GE Aircraft Engines.
(7) Lessee is GE Plastics.
(8) Guaranteed by Williams Holdings of Delaware, Inc.
</FN>
</TABLE>
