ATEL Capital Equipment Fund VIII, LLC
Supplement dated June 30, 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
- ------ ---- ----------- --------- ---------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Leases Funded:
BJ's Wholesale Club, Inc. Forklifts Apr-99 $ 594,748 $ - 60 HP
Consolidated Diesel Company Telephone System Feb-99 406,030 - 55 HP
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 Jun-99 43,875 - 84 HP (6)
Facility
Omnicom Group, Inc. Office Automation Oct-98 1,749,913 - 36 HP (8)
Omnicom Group, Inc. Office Furniture Oct-98 321,976 - 60 FP (8)
Overnite Transportation Company Conventional Tractors Apr-99 2,080,400 - 48 OL
1
<PAGE>
Equipment Commence Acquisition Indebt- Lease Lease
Lessee Type Date(s) (1) Price (2) edness (3) Term (4) Type (5) Notes
- ------ ---- ----------- --------- ---------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Sebastiani Vineyards, Inc. Bottle Filler Jul-99 310,970 - 84 FP
Seamex International, Ltd. Tug Supply Vessel Dec-98 3,952,500 - 44 OL (9)(10)
Southwest Airlines Company Boeing 737 Aircraft Mar-99 3,238,500 - 50 OL (9)
Staples, Inc. Point of sale Jan-99 2,410,939 - 60 FP
Staples, Inc. Point of sale Apr-99 681,910 - 60 FP
Staples, Inc. Point of sale May-99 204,571 - 60 FP
Staples, Inc. Forklifts May-99 101,480 - 48 OL
TASC, Inc. Office Automation Jul-99 369,506 - 36 FP
Transamerica Leasing, Inc. Intermodal Containers Dec-98 10,837,500 - 120 FP (11)
Universal City Development Point of sale Apr-99 668,474 - 60 FP
Partners
Universal Studios Florida Office Automation Jul-99 487,909 - 36 FP
Williams Distributed Power Micro Turbine Systems Feb-99 to
Services, Inc. Dec-99 280,500 - 60 HP (12)
---------------- --------
Total funded as of June 30, 1999: 30,269,477 -
---------------- --------
Leases Committed:
Emery Worldwide Airlines Aviation Aug-99 6,090,000 - 34 OL
General Electric Company Manufacturing May-99 to 1,690,318 - 84 HP (6)
Oct-99
General Electric Company Manufacturing May-99 to 211,092 - 84 HP (6)
Oct-99
General Electric Company Manufacturing May-99 to 2,747,940 - 84 HP (6)
Aug-99
General Electric Company Manufacturing May-99 to 218,405 - 60 OL (7)
Jul-99
General Electric Company Manufacturing May-99 to 175,502 - 84 HP (6)
Jul-99
Sebastiani Vineyards, Inc. Food Processing Jun-99 41,914 - 84 HP
2
<PAGE>
Equipment Commence Acquisition Indebt- Lease Lease
Lessee Type Date(s) (1) Price (2) edness (3) Term (4) Type (5) Notes
- ------ ---- ----------- --------- ---------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
TASC, Inc. Office Automation May-99 to 433,999 - 36 FP
Oct-99
Universal Studios Florida Office Automation May-99 to 647,782 - 36 HP
Oct-99
Williams Distributed Power Micro Turbine Systems Dec-99 3,544,500 - 60 HP (12)
Services, Inc.
---------------- --------
Total committed as of June 30, 1999: 15,801,452 -
---------------- --------
Total Acquisition Price: $ 46,070,929 $ -
================ ========
<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.
(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 General Electric Company, by its division GE Aircraft Engines.
(7) Lessee is General Electric Company, by its division GE Plastics.
(8) Guaranteed by Omnicom Group, Inc. Actual lessees are various subsidiaries of
Omnicom Group Inc.: The DDB Needham Worldwide Communications Group Inc.; Griffin
Bacal Inc.; DDB Needham Chicago, Inc.; DDB Needham Dallas, Inc.; PGC
Advertising, Inc.; The Focus Agency, LP.; Elgin DDB Inc.; Group Management
Services and TLP, Inc.
(9) Asset is held by a special purpose entity. Acquisition cost represents 51%
of the total cost. The remaining 49% is owned by another program and continues
to be managed by ATEL.
3
<PAGE>
(10) Guaranteed 40% by Seacor Smit, Inc. and 60% by Trasportacion Maritina
Mexicana.
(11) Assets are on short-term sub-leases with various sub-lessees.
(12) Guaranteed by Williams Companies, Inc.
</FN>
</TABLE>
4
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
Supplement dated June 30, 1999 to prospectus dated December 7, 1998 of ATEL
Capital Equipment Fund VIII, LLC (the "Fund"). The following is an update to
the equipment acquisition summary in the prospectus reflecting all lessees and
equipment leased through June 30, 1999. This supplement is to be used in
conjunction with Supplement dated April 30, 1999.
******
Consolidated Diesel Company
Moody's Credit Rating:(1)
NR
Lease Financing of
Siemens Telephone System
Lease Term(2)
55 months
Equipment Cost(3)
Fully Funded: $406,030
Commencement Date of Lease(4)
February 1999
******
Sebastiani Vineyards
Moody's Credit Rating:(1)
NR
Lease Financing of
Bottle Filler
Lease Term(2)
84 months
Equipment Cost(3)
Fully Funded: $310,970
Commencement Date of Lease(4)
July 1999
******
General Electric Company(5)
Moody's Credit Rating:(1)
Aaa
Lease Financing of
Machine Centers
Lease Term(2)
5 - 7 years
Equipment Cost(3)
Fully Funded: $ 1,246,181
Commencement Date of Lease(4)
March - August 1999
<PAGE>
******
Overnite Transportation Company
Moody's Credit Rating:(1)
BaaCE
Lease Financing of
Conventional Tractors
Lease Term(2)
48 months
Equipment Cost(3)
Fully Funded: $2,080,400
Commencement Date of Lease(4)
April 1999
******
General Electric Company(6)
Moody's Credit Rating:(1)
Aaa
Lease Financing of
Extruder Systems
Lease Term(2)
60 months
Equipment Cost(3)
Fully Funded: $281,595
Commencement Date of Lease(4)
May 1999
******
Omnicom Group, Inc.(7)
Moody's Credit Rating:(1)
Baa1
Lease Financing of
Office Automation Equipment
Lease Term(2)
36 months
Equipment Cost(3)
Fully Funded: $1,749,913
Commencement Date of Lease(4)
October 1998
<PAGE>
******
Omnicom Group, Inc.(7)
Moody's Credit Rating:(1)
Baa1
Lease Financing of
Office Furniture
Lease Term(2)
60 months
Equipment Cost(3)
Fully Funded: $321,976
Commencement Date of Lease(4)
October 1998
******
BJ's Wholesale Club, Inc.
Moody's Credit Rating:(1)
NR
Lease Financing of
Forklifts
Lease Term(2)
60 months
Equipment Cost(3)
Fully Funded: $594,748
Commencement Date of Lease(4)
April 1999
******
Universal Studios FloridaMoody's Credit Rating:(1)
NR
Lease Financing of
Office Automation Equipment
Lease Term(2)
36 months
Equipment Cost(3)
Fully Funded: $487,909
Commencement Date of Lease(4)
July 1999
1
<PAGE>
******
Seamex International, Inc.(8)(9)
Moody's Credit Rating:(1)
Ba1
Lease Financing of
Tag Supply Vessel
Lease Term(2)
44 months
Equipment Cost(3)
Fully Funded: $3,952,500
Commencement Date of Lease(4)
December 1998
******
Southwest Airlines Company(8)
Moody's Credit Rating:(1)
A1
Lease Financing of
Boeing 737 Aircraft
Lease Term(2)
50 months
Equipment Cost(3)
Fully Funded: $3,238,500
Commencement Date of Lease(4)
March 1999
******
Staples, Inc.
Moody's Credit Rating:(1)
Baa2
Lease Financing of
Point of Sales Equipment
Lease Term(2)
60 months
Equipment Cost(3)
Fully Funded: $ 3,297,420
Commencement Date of Lease(4)
January - May 1999
<PAGE>
******
TASC, Inc.
Moody's Credit Rating:(1)
NR
Lease Financing of
Office Automation Equipment
Lease Term(1)
36 months
Equipment Cost(2)
Fully Funded: $369,506
Commencement Date of Lease(3)
July 1999
******
Transamerica Leasing, Inc.(10)
Moody's Credit Rating:(1)
NR
Lease Financing of
Intermodal Containers
Lease Term(2)
120 months
Equipment Cost(3)
Fully Funded: $10,837,500
Commencement Date of Lease(4)
December 1998
******
Universal City
Development Partners
Moody's Credit Rating:(1)
NR
Lease Financing of
Point of Sale Equipment
Lease Term(2)
60 months
Equipment Cost(3)
Fully Funded: $668,474
Commencement Date of Lease(4)
April 1999
<PAGE>
******
Staples, Inc.
Moody's Credit Rating:(1)
Baa2
Lease Financing of
Forklifts
Lease Term(2)
48 months
Equipment Cost(3)
Fully Funded: $101,480
Commencement Date of Lease(4)
May 1999
******
General Electric Company(5)
Moody's Credit Rating:(1)
Aaa
Lease Financing of
Radio Graphic Inspection Facility
Lease Term(2)
84 months
Equipment Cost(3)
Fully Funded: $43,875
Commencement Date of Lease(4)
June 1999
******
Williams Distributed Power
Services, Inc.(11)
Moody's Credit Rating:(1)
Baa1
Lease Financing of
Micro Turbine System
Lease Term(2)
60 months
Equipment Cost(3)
Fully Funded: $280,500
Commencement Date of Lease(4)
February - December 1999
2
<PAGE>
******
Emery Worldwide Airlines
Moody's Credit Rating:(1)
NR
Lease Financing of
Aviation Equipment
Lease Term(1)
34 months
Equipment Cost(2)
Lease Commitment: $6,090,000
Commencement Date of Lease(3)
August 1999
******
Sebastiani Vineyards
Moody's Credit Rating:(1)
NR
Lease Financing of
Food Processing
Lease Term(1)
84 months
Equipment Cost(2)
Lease Commitment: $41,914
Commencement Date of Lease(3)
June 1999
******
General Electric Company(5)
Moody's Credit Rating:(1)
Aaa
Lease Financing of
Manufacturing
Lease Term(2)
5 - 7 years
Equipment Cost(3)
Lease Commitment: $218,405
Commencement Date of Lease(4)
May - October 1999
<PAGE>
******
General Electric Company(4)
Moody's Credit Rating:(1)
Aaa
Lease Financing of
Manufacturing
Lease Term(2)
5 - 7 years
Equipment Cost(3)
Lease Commitment: $4,824,852
Commencement Date of Lease(4)
May - October 1999
******
TASC, Inc.
Moody's Credit Rating:(1)
NR
Lease Financing of
Office Automation Equipment
Lease Term(2)
36 months
Equipment Cost(3)
Lease Commitment: $433,999
Commencement Date of Lease(4)
May - October 1999
******
Universal Studios Florida
Moody's Credit Rating:(1)
NR
Lease Financing of
Office Automation Equipment
Lease Term(2)
36 months
Equipment Cost(3)
Lease Commitment: $647,782
Commencement Date of Lease(4)
May - October 1999
******
Williams Distributed Power Services, Inc.(10)
Moody's Credit Rating:(1)
Baa1
Lease Financing of
Micro Turbine System
Lease Term(2)
60 months
Equipment Cost(3)
Lease Commitment: $3,544,500
Commencement Date of Lease(4)
December 1999
3
<PAGE>
******
ATEL Capital Equipment
Fund VIII, LLC
Total Equipment Cost
As of June 30, 1999
Funded to Date
$30,269,477
Commitments to be Funded
$15,801,452
Total Cost
$46,070,929
NOTES
(1) Credit Rating as listed by Moody's Investor Services as of the date of this
supplement. "NR" signifies that either the company has no public debt or has not
been issued a rating.
(2) "Lease Term" is expressed in terms of months, although actual Lease Terms
may be monthly, quarterly, semiannual or annual.
(3) "Equipment Cost" 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 "Equipment Cost" 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.
(4) 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.
(5) Lessee is General Electric Company, by its division GE Aircraft Engines.
(6) Lessee is General Electric Company, by its division GE Plastics.
(7) Guaranteed by Omnicom Group, Inc. Actual lessees are various subsidiaries of
Omnicom Group Inc.: The DDB Needham Worldwide Communications Group Inc.; Griffin
Bacal Inc.; DDB Needham Chicago, Inc.; DDB Needham Dallas, Inc.; PGC
Advertising, Inc.; The Focus Agency, LP.; Elgin DDB Inc.; Group Management
Services and TLP, Inc.
(8) Asset is held by a special purpose entity. Acquisition cost represents 51%
of the total cost. The remaining 49% is owned by another program and continues
to be managed by ATEL.
(9) Guaranteed 40% by Seacor Smit, Inc. and 60% by Trasportacion Maritina
Mexicana.
(10) Assets are on short-term sub-leases with various sub-lessees.
(11) Guaranteed by Williams Companies, Inc.
Status of the Offering
As of June 30, 1999, the Fund had received and accepted subscriptions for
4,061,036 units for total subscriptions in the amount of $40,610,360. As of this
date, the Fund had committed all of such proceeds to equipment costs, offering
and organization expenses and capital reserves.
4
