Page 1 of 13
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - ------- ACT OF 1934
For the quarterly period ended September 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - ------- EXCHANGE ACT OF 1934
For the transition period from ________ to________.
Commission File Number 0-11216
PHOENIX LEASING INCOME FUND 1982-2
Registrant
California 94-2789575
State of Jurisdiction I.R.S. Employer Identification No.
2401 Kerner Boulevard, San Rafael, California 94901-5527
- - ------------------------------------------------------------------------------
Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (415) 485-4500
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
<PAGE>
Page 2 of 13
Part I. Financial Information
Item 1. Financial Statements
PHOENIX LEASING INCOME FUND 1982-2
BALANCE SHEETS
(Amounts in Thousands Except for Unit Amounts)
(Unaudited)
September 30, December 31,
1995 1994
---- ----
ASSETS
Cash and cash equivalents $ 505 $ 426
Accounts receivable -- 3
Note receivable (net of allowance for
losses on note receivable of
$0 and $12 at September 30, 1995
and December 31, 1994, respectively) -- 224
Investment in joint ventures 45 64
Investment in marketable securities 13 14
Other assets -- 4
----- -----
Total Assets $ 563 $ 735
===== =====
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 657 $ 655
----- -----
Total Liabilities 657 655
----- -----
Partners' Capital (Deficit)
General Partner (63) (64)
Limited Partners, 10,000 units authorized,
9,816 units issued and 9,525 units
outstanding at September 30, 1995 and
December 31, 1994 (31) 144
----- -----
Total Partners' Capital (Deficit) (94) 80
----- -----
Total Liabilities and Partners'
Capital (Deficit) $ 563 $ 735
===== =====
The accompanying notes are an integral
part of these statements.
<PAGE>
Page 3 of 13
PHOENIX LEASING INCOME FUND 1982-2
STATEMENTS OF OPERATIONS
(Amounts in Thousands Except for Per Unit Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
---- ---- ---- ----
INCOME
Rental income $ -- $ -- $ 11 $ --
Equity in earnings from joint
ventures, net 15 7 48 6
Interest income, note receivable -- 3 64 3
Interest income 7 5 16 12
----- ----- ----- -----
Total Income 22 15 139 21
----- ----- ----- -----
EXPENSES
Management fees to General Partner -- 1 20 2
Provision for losses on receivables -- -- (12) --
General and administrative expenses 4 7 18 26
----- ----- ----- -----
Total Expenses 4 8 26 28
----- ----- ----- -----
NET INCOME (LOSS) $ 18 $ 7 $ 113 $ (7)
===== ===== ===== =====
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $1.82 $ .74 $11.80 $(.72)
===== ===== ===== =====
DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT $ -- $ -- $29.97 $20.00
===== ===== ===== =====
ALLOCATION OF NET INCOME (LOSS):
General Partner $ -- $ -- $ 1 $ --
Limited Partners 18 7 112 (7)
----- ----- ----- -----
$ 18 $ 7 $ 113 $ (7)
===== ===== ===== =====
The accompanying notes are an integral
part of these statements.
<PAGE>
Page 4 of 13
PHOENIX LEASING INCOME FUND 1982-2
STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Nine Months Ended
September 30,
1995 1994
---- ----
Operating Activities:
Net income (loss) $ 113 $ (7)
Adjustments to reconcile net income
(loss) to net cash provided (used) by
operating activities:
Equity in earnings from joint
ventures, net (48) (6)
Provision for losses on note
receivable (12) --
Decrease in accounts receivable 2 1
Increase in accounts payable and
accrued expenses 2 4
Decrease in other assets 4 3
----- -----
Net cash provided (used) by
operating activities 61 (5)
----- -----
Investing Activities:
Principal payments, notes receivable 237 15
Distributions from joint ventures 67 51
Investment in joint ventures -- (9)
----- -----
Net cash provided by investing activities 304 57
----- -----
Financing Activities:
Distributions to partners (286) (191)
----- -----
Net cash used by financing activities (286) (191)
----- -----
Increase (decrease) in cash and
cash equivalents 79 (139)
Cash and cash equivalents,
beginning of period 426 550
----- -----
Cash and cash equivalents,
end of period $ 505 $ 411
===== =====
The accompanying notes are an integral
part of these statements.
<PAGE>
Page 5 of 13
PHOENIX LEASING INCOME FUND 1982-2
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1. General.
The accompanying unaudited condensed financial statements have been
prepared by the Partnership in accordance with generally accepted accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of Management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Although management believes that the disclosures are adequate to make
the information presented not misleading, it is suggested that these condensed
financial statements be read in conjunction with the financial statements and
the notes included in the Partnership's Financial Statement, as filed with the
SEC in the latest annual report on Form 10-K.
Financial Accounting Pronouncements. In March 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standard No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of," which requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability, the entity would estimate the future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the asset, an impairment loss is recognized.
Measurement of an impairment loss for long-lived assets and identifiable
intangibles that an entity expects to hold and use should be based on the fair
value of the asset. Statement No. 121 is effective for financial statements for
fiscal years beginning after December 15, 1995. The Partnership does not expect
the adoption of this statement to have a material impact on its financial
position and results of operations. The Partnership plans to adopt Statement No.
121 on January 1, 1996.
Non Cash Investing Activities. During the quarter ended June 30, 1995,
the Partnership received a final distribution of common stock from one of its
investments in equipment joint ventures. The market value of the stock at the
distribution date was $1,000.
Note 2. Reclassification.
Reclassification - Certain 1994 amounts have been reclassified to
conform to the 1995 presentation.
Note 3. Income Taxes.
Federal and state income tax regulations provide that taxes on the
income or loss of the Partnership are reportable by the partners in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.
Note 4. Notes Receivable.
Impaired Notes Receivable. On January 1, 1995, the Partnership adopted
Financial Accounting Standards Board Statement No. 114, "Accounting by Creditors
for Impairment of a Loan", and Statement No. 118, "Accounting by Creditors for
<PAGE>
Page 6 of 13
Impairment of a Loan - Income Recognition and Disclosures". Statement No. 114
requires that certain impaired loans be measured based on the present value of
expected cash flows discounted at the loan's effective interest rate; or,
alternatively, at the loan's observable market price or the fair value of the
collateral if the loan is collateral dependent. Prior to 1995, the allowance for
losses on notes receivable was based on the undiscounted cash flows or the fair
value of the collateral dependent loans.
In accordance with Statement No. 114, a loan is classified as
in-substance foreclosure when the Company has taken possession of the collateral
regardless of whether formal foreclosure proceedings take place. Notes
receivable previously classified as in-substance foreclosed cable systems but
for which the Company had not taken possession of the collateral have been
reclassified to notes receivable.
The average recorded investment in impaired loans during the nine
months ended September 30, 1995 was approximately $77,000. Generally, notes
receivable are classified as impaired and the accrual of interest on such notes
are discontinued when the contractual payment of principal or interest has
become 90 days past due or management has serious doubts about further
collectibility of the contractual payments. Any payments received subsequent to
the placement of the note receivable on to impaired status will generally be
applied towards the reduction of the outstanding note receivable balance, which
may include previously accrued interest as well as principal. Once the principal
and accrued interest balance has been reduced to zero, the remaining payments
will be applied to interest income.
During the quarter ended June 30, 1995, the Partnership received a
settlement on its one remaining note receivable which was considered to be
impaired under Statement No. 114. The Partnership received $294,000 as a
settlement for this note receivable of which $230,000 was applied towards the
outstanding note receivable balance and the remaining $64,000 applied to
interest income. There was no related allowance for this note receivable. The
remaining general allowance balance of $12,000 was no longer necessary due to
the payment of this note receivable. As a result, the remaining allowance for
loan losses was reduced to zero through the recognition of income.
The activity in the allowance for losses on notes receivable during the
nine months ended September 30, is as follows:
1995 1994
---- ----
(Amounts in Thousands)
Beginning balance $ 12 $ 12
Provision for losses (12) --
Write downs -- --
---- ----
Ending balance $-- $ 12
==== ====
Note 5. Net Income (Loss) and Distributions per Limited Partnership Unit.
Net income (loss) and distributions per limited partnership unit were
based on the limited partners' share of net income (loss) and distributions, and
the weighted average number of units outstanding of 9,525 for the nine month
period ended September 30, 1995 and 1994. For purposes of allocating income
(loss) and distributions to each individual limited partner, the Partnership
allocates net income (loss) and distributions based upon each respective limited
partner's ending capital account balance. The use of this method accurately
reflects each limited partner's participation in the partnership including
reinvestment through the Capital Accumulation Plan. As a result, the calculation
of net income (loss) and distributions per limited partnership unit is not
<PAGE>
Page 7 of 13
indicative of per unit income (loss) and distributions due to reinvestments
through the Capital Accumulation Plan.
Note 6. Investment in Joint Ventures.
Equipment Joint Ventures
The aggregate combined statements of operations of the equipment joint
ventures is presented below:
COMBINED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
Three Months Ended Nine Months Ended
September, 30 September, 30
1995 1994 1995 1994
---- ---- ---- ----
INCOME
Rental income $1,023 $ 517 $3,077 $2,177
Gain on sale of equipment 397 246 1,273 1,034
Other income 570 121 676 131
------ ------ ------ ------
Total income 1,990 884 5,026 3,342
------ ------ ------ ------
EXPENSES
Depreciation 629 281 1,089 913
Lease related
operating expenses 710 489 2,244 2,039
Management fees to
General Partner 94 42 220 165
General and administrative
expenses 3 39 11 119
------ ------ ------ ------
Total expenses 1,436 851 3,564 3,236
------ ------ ------ ------
Net income $ 554 $ 33 $1,462 $ 106
====== ====== ====== ======
<PAGE>
Page 8 of 13
Financing Joint Ventures
The aggregate combined statements of operations of the financing joint
venture is presented below:
COMBINED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
Three Months Ended Nine Months Ended
September, 30 September, 30
1995 1994 1995 1994
---- ---- ---- ----
INCOME
Interest income -
notes receivable $ 14 $ 49 $ 62 $ 49
Other income 7 2 74 12
---- ---- ---- ----
Total income 21 51 136 61
---- ---- ---- ----
EXPENSES
Management fees to
General Partner 2 5 7 17
General and administrative
expenses 3 8 15 28
---- ---- ---- ----
Total expenses 5 13 22 45
---- ---- ---- ----
Net income $ 16 $ 38 $114 $ 16
==== ==== ==== ====
Note 7. Subsequent Event.
On October 26, 1995 the Partnership's remaining assets were sold by
sealed bid public auction for $42,587 cash. The remaining assets of the
Partnership offered for sale consisted of equity interests in equipment leasing
and financing joint ventures. The Partnership engaged the firm of Kennedy-Wilson
International to provide marketing and auction services to the Partnership. The
sale of the remaining assets by public auction were advertised in the New York
Times, the Wall Street Journal, the San Francisco Chronicle and the Los Angeles
Times. The highest bid for the assets was submitted by Phoenix Leasing
Liquidation Corporation, a subsidiary of Phoenix Leasing Incorporated, the
General Partner. The sale of these assets will close on November 15, 1995.
<PAGE>
Page 9 of 13
PHOENIX LEASING INCOME FUND 1982-2
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations
Phoenix Leasing Income Fund 1982-2 (the Partnership) reported net
income of $18,000 and $113,000 for the three and nine months ended September 30,
1995, respectively, as compared to a net income of $7,000 and a net loss of
$7,000 for the three and nine months ended September 30, 1994. The improvement
in earnings for the three and nine months ended September 30, 1995 is
attributable to an increase in earnings from joint ventures. In addition to the
increase in earnings from joint ventures, the increase in interest income from a
note receivable, as well as, the recognition of a provision for losses on
receivables as income also contributed to the improved earnings for the nine
months ended September 30, 1995.
Total revenues for the three and nine months ended September 30, 1995
increased by $7,000 and $118,000 for the three and nine months ended September
30, 1995, respectively, as compared to the same periods in 1994. The increase in
revenues during the three months ended September 30, 1995, compared to the same
period in 1994, is attributable to an increase in earnings from joint ventures,
which will be further discussed under "Joint Ventures", and an increase in
interest income earned on the Partnership's cash and cash equivalents. The
increase in revenues for the nine months ended September 30, 1995, compared to
the prior year, is the result of an increase in earnings from joint ventures,
the recognition of interest income from a note receivable and an increase in
rental income.
The Partnership recognized interest income from a note receivable of
$64,000 during the nine months ended September 30, 1995, compared to $3,000 for
the same period in the prior year. During the second quarter of 1995, the
Partnership received a settlement from its one remaining note receivable which
was classified as impaired. The amount received as the settlement was applied
towards the outstanding note receivable balance and the remainder was recognized
as interest income.
Due to the settlement of the Partnership's last remaining note
receivable, the balance of the general allowance for loans was no longer
necessary. As a result, the remaining allowance of $12,000 was recognized as
income which decreased total expenses for the nine months ended September 30,
1995, compared to the same period in the prior year.
The rental income recognized of $11,000 for the nine months ended
September 30, 1995, compared to $0 for the same period in the prior year, is
attributable to the recognition of prepaid rent that had previously been
recorded as a liability. During the second quarter of 1995, it was determined
that these payments were no longer a liability and the amount was subsequently
recognized as rental income. The Partnership did not have rental income in the
prior year due to the equipment portfolio having been liquidated. The
Partnership's remaining investments are in several equipment joint ventures.
Total expenses decreased by $4,000 and $2,000 for the three and nine
months ended September 30, 1995, respectively, as compared to the same periods
in 1994. The decrease in total expenses was partially offset by an increase of
$18,000 in management fees to the General Partner during the nine months ended
September 30, 1995. The increase in management fees is due to the receipt of a
settlement from a defaulted note receivable, as previously discussed, as well
as, the recognition of prepaid rental payments into income.
<PAGE>
Page 10 of 13
Joint Ventures
The Partnership has made investments in various equipment and financing
joint ventures along with other affiliated partnerships managed by the General
Partner for the purpose of spreading the risk of investing in certain equipment
leasing and financing transactions. These joint ventures are not currently
making any significant additional investments in new equipment leasing or
financing transactions. As a result, the earnings and cash flow from such
investments are anticipated to decline as the portfolios are re-leased at lower
rental rates and eventually liquidated. However, the Partnership did contribute
assets received pursuant to a legal settlement in October of 1994 to a newly
formed joint venture.
The increase in earnings from joint ventures of $8,000 and $42,000 for
the three and nine months ended September 30, 1995, respectively, compared to
the same periods in the previous year is due to several equipment joint
ventures. The increase in earnings from joint ventures for the three and nine
months ended September 30, 1995 is due to one equipment joint venture
experiencing a decline in depreciation expense as a result of its equipment
portfolio having been fully depreciated. The increase for both periods is also
due to earnings from an investment in a new equipment joint venture during the
fourth quarter of 1994.
Liquidity and Capital Resources
The Partnership reported net cash provided from leasing and financing
activities of $298,000 for the nine months ended September 30, 1995, as compared
to $10,000 for the same period in 1994. The improvement is attributable to the
payoff of a note receivable from a cable television system operator.
Distributions from equipment joint ventures increased by $28,000 for
the nine months ended September 30, 1995, compared to 1994. During 1995, one of
the equipment joint ventures experienced an increase in the amount of cash
available for distributions due to the payoff of an outstanding liability for
remarketing and refurbishing fees in January of 1995. Prior to January of 1995,
all of the cash generated by this equipment joint venture was being applied
towards this liability. A new investment made during the fourth quarter of 1994
in a newly formed equipment joint venture also contributed to increasing
distributions from joint ventures for 1995, compared to 1994.
Distributions from financing joint ventures decreased by $12,000 for
the nine months ended September 30, 1995, compared to 1994. The decline in
distributions from financing joint ventures is due to a decline in the amount of
cash available for distributions as a result of a decrease in payments received
for its notes receivable.
The Limited Partners received cash distributions of $286,000 and
$191,000 for the nine months ended September 30, 1995 and 1994, respectively. As
a result, the cumulative cash distributions to the Limited Partners were
$8,047,000 and $7,762,000 as of September 30, 1995 and 1994, respectively. The
General Partner did not receive distributions during the nine months ended
September 30, 1995 and 1994.
A public auction was held on October 26, 1995 to sell the remaining
assets of the Partnership. The highest bid for the assets was submitted by
Phoenix Leasing Incorporated, a subsididary of Phoenix Leasing Incorporated, the
General Partner. These assets were sold for a total of $42,587 cash. The sale of
the assets will close on November 15, 1995. Once the assets have been
liquidated, the Partnership will make a final distribution to the partners.
<PAGE>
Page 11 of 13
Cash generated from distributions from joint ventures is anticipated to
continue to be sufficient to meet the Partnership's ongoing operational
expenses. It's the General Partner's intention to continue the Partnership's
payment of amounts owed for liquidation fees only to the extent of cash
available for such payments after taking into consideration the Partnership's
cash requirements to cover its operating costs over the remaining year.
<PAGE>
Page 12 of 13
PHOENIX LEASING INCOME FUND 1982-2
September 30, 1995
Part II. Other Information.
Item 1. Legal Proceedings. Inapplicable.
Item 2. Changes in Securities. Inapplicable
Item 3. Defaults Upon Senior Securities. Inapplicable
Item 4. Submission of Matters to a Vote of Securities Holders.Inapplicable
Item 5. Other Information.
On October 26, 1995 the Partnership's remaining assets were
sold by sealed bid public auction for $42,587 cash. The remaining
assets of the Partnership offered for sale consisted of equity
interests in equipment leasing and financing joint ventures. The
Partnership engaged the firm of Kennedy-Wilson International to
provide marketing and auction services to the Partnership. The
sale of the remaining assets by public auction were advertised in
the New York Times, the Wall Street Journal, the San Francisco
Chronicle and the Los Angeles Times. The highest bid for the
assets was submitted by Phoenix Leasing Liquidation Corporation, a
subsidiary of Phoenix Leasing Incorporated, the General Partner.
The sale of these assets will close on November 15, 1995.
Item 6. Exhibits and Reports on 8-K:
a) Exhibits:
(2) Asset Acquisition Agreement
(27) Financial Data Schedule
b) Reports on 8-K: None
<PAGE>
Page 13 of 13
<TABLE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PHOENIX LEASING INCOME FUND 1982-2
(Registrant)
<CAPTION>
Date Title Signature
<S> <C> <C>
November 13, 1995 Chief Financial Officer, /S/ PARITOSH K. CHOKSI
- - ----------------- Senior Vice President ----------------------
and Treasurer of (Paritosh K. Choksi)
Phoenix Leasing Incorporated
General Partner
November 13, 1995 Senior Vice President, /S/ BRYANT J. TONG
- - ----------------- Financial Operations ------------------
(Principal Accounting Officer) (Bryant J. Tong)
and a Director of
Phoenix Leasing Incorporated
General Partner
November 13, 1995 Senior Vice President of /S/ GARY W. MARTINEZ
- - ----------------- Phoenix Leasing Incorporated --------------------
General Partner (Gary W. Martinez)
November 13, 1995 Partnership Controller /S/ MICHAEL K. ULYATT
- - ----------------- Phoenix Leasing Incorporated ---------------------
General Partner (Michael K. Ulyatt)
</TABLE>
Exhibit 2 Page 1 of 6
ASSET ACQUISITION AGREEMENT
This ASSET ACQUISITION AGREEMENT (the "Agreement"), dated as of October
26, 1995, is entered into between Phoenix Leasing Income Fund 1982-2, a
California limited partnership ("Seller") and Phoenix Leasing Liquidation
Corporation, a California corporation ("Buyer"), with reference to the following
facts:
A. Seller has placed various assets, more particularly described on
Exhibit A hereto (the "Assets"), for sale in an auction procedure and Buyer has
successfully bid for the Assets.
B. This Agreement sets forth the terms and conditions upon which Seller
will sell to Buyer, and Buyer will purchase from Seller, the Assets.
In consideration of the mutual agreements contained herein, intending
to be legally bound hereby, the parties hereto agree as follows:
ARTICLE 1
THE PURCHASE AND SALE OF ASSETS
1.1 Purchase and Sale of Assets. For the consideration set forth herein
and subject to the terms and conditions of this Agreement, Seller hereby sells,
transfers, conveys, assigns and delivers to Buyer free and clear of any and all
claims, liens, rights, restrictions, security interests or encumbrances of any
kind, other than any of the foregoing imposed as a result or actions of Buyer
(collectively, "Encumbrances"), and Buyer hereby purchases, acquires and accepts
from Seller the Assets.
1.2 Purchase Price. The purchase price for the Assets is $42,587, which
has been determined in the auction conducted by Kennedy Wilson and is payable in
cash as determined in the final bid in such auction.
(a) Bid Deposit. Buyer has deposited the sum of $2,129 (five
percent of bid amount) in escrow with Comerica Bank-California, San Jose,
California (the "Escrow Agent"), as a deposit pending acceptance of Buyer's bid.
Such payment shall now be applied to the down payment portion of the purchase
price.
(b) Down Payment. Upon execution of this Agreement by Seller
and buyer at the auction upon acceptance of Buyer's bid, Buyer shall deposit
with the Escrow Agent an additional amount equal to the difference between ten
percent of the purchase price and the amount of the bid deposit. The bid deposit
and the amount deposited pursuant to this paragraph shall together constitute
the entire down payment of the purchase price.
(c) Balance. The balance of the purchase price shall be paid
at the closing of the sale of the Assets, which shall take place on or before
November 15, 1995.
<PAGE>
Exhibit 2 Page 2 of 6
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Seller represents and warrants to Buyer that, as of the closing:
2.1 Ownership of Assets. Seller owns all right, title and interest in
and to the Assets. The delivery of the Assets by Seller to the Buyer pursuant to
the terms of this Agreement will transfer to Buyer good and valid title thereto
free and clear of any and all Encumbrances. The Seller has not entered into any
agreement, option or right with any person for the purchase of all or any
portion of the Assets. Seller has full power to transfer the Assets to the Buyer
without obtaining the consent or approval of any other person or governmental
authority.
2.2 Due Authorization and Execution. Seller has the necessary
partnership power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized and approved by all necessary partnership action on the part of
Seller. No other partnership proceedings or actions on the part of Seller is
necessary to authorize this Agreement and the consummation of such transactions.
This Agreement has been duly and validly executed and delivered by Seller and,
assuming due execution and delivery by the Buyer, constitutes a valid and
binding obligation of Seller enforceable in accordance with its terms.
2.3 Consents, Violations and Authorizations. The Seller is not a party
to or bound by any order, judgment or decree which would require the consent of
another to the execution of this Agreement or the consummation of the
transactions contemplated hereby
2.4 Limitations. Except for the representations and warranties
contained in this Article 2, Seller makes no other representations regarding the
Assets. THE ASSETS ARE BEING SOLD "AS IS," "WHERE IS" AND NO WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE IS BEING MADE BY SELLER.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE BUYER
Buyer represents and warrants to Seller, as follows:
3.1 Due Authorization and Execution. Buyer has the necessary corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The Board of Directors of Buyer has duly
authorized and approved the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. No other corporate
proceedings on the part of Buyer are necessary to authorize this Agreement and
the consummation of such transactions. This Agreement has been duly and validly
executed and delivered by the Buyer and, assuming due execution and delivery by
Seller constitutes a valid and binding obligation of Buyer enforceable against
it in accordance with its terms.
3.2 Organization of the Buyer. Buyer is a California corporation
validly existing and in good standing under the laws of the State of California,
and has all requisite power and authority to enter into this Agreement and to
perform its obligations hereunder.
<PAGE>
Exhibit 2 Page 3 of 6
3.3 Buyer's Acknowledgments.
(a) Buyer acknowledges that any projections or financial
statements it has reviewed regarding the Assets are subject to change and that
Buyer has had the opportunity to conduct its own due diligence, pose questions
to Seller and perform its own analysis, and Seller has provided access to
records and personnel for the purpose thereof.
(b) Buyer understands that some of the Assets may consist of a
minority interest in joint ventures and that the acquisition of such interests
will not afford Buyer the opportunity to make decisions affecting such joint
ventures' operations without the consent of the requisite percentage of the
other joint venturers. Buyer further understands that it will be bound by the
terms of such joint venture agreements.
(c) BUYER EXPRESSLY ACKNOWLEDGES THE LIMITATIONS ON SELLER'S
WARRANTIES SET FORTH IN SECTION 2.4 HEREOF.
ARTICLE 4
SURVIVAL; INDEMNIFICATION
4.1 Survival of Representations and Warranties and Related Agreements.
The representations and warranties contained in Articles 2 and 3 of this
Agreement and all covenants, agreements and obligations to be performed
hereunder shall survive the execution and delivery of this Agreement.
ARTICLE 5
GENERAL PROVISIONS
5.1 Expenses. All expenses incurred pursuant to this Agreement,
including without limitation, legal fees and expenses, and the transactions
contemplated hereby shall be paid by the party incurring the expense.
5.2 Further Assurances. Each of the parties agrees to execute and
deliver any and all further agreements, documents or instruments reasonably
necessary to effectuate this Agreement and the transactions referred to herein
or contemplated hereby or reasonably requested by the other party to perfect or
evidence its rights hereunder.
5.3 Notices. Any notices hereunder shall be deemed sufficiently given
by one party to another only if in writing and if and when delivered or tendered
by personal delivery, on the first business day after facsimile transmission,
after confirmation of receipt of such transmission, 24 hours after the prepaid
deposit with Federal Express or other similar overnight courier, or as of five
business days after deposit in the United States mail in a sealed envelope,
registered or certified, with postage prepaid, addressed as follows:
If to Seller: Phoenix Leasing Income Fund 1982-2
2401 Kerner Boulevard
San Rafael, California 94901
Attention: Vince Fleming
Fax: 415-453-8203
<PAGE>
Exhibit 2 Page 4 of 6
If to Buyer: Phoenix Leasing Liquidation Corporation
2401 Kerner Boulevard
San Rafael, California 94901
Phone: 415-485-4600
Fax: 415-453-8203
or to such other address or facsimile number as the party addressed shall have
previously designated by written notice to the serving party, given in
accordance with this Section 5.3. A notice not given as provided above shall, if
it is in writing, be deemed given if and when actually received by the party to
whom it is given.
5.4 Successors. This Agreement shall be binding upon and shall inure to
the benefit of each of the parties hereto and their successors and assigns. This
Agreement shall not be assignable by either party except with the prior express
written consent of the other.
5.5 Entire Agreement. This Agreement, together with the exhibits
hereto, constitutes the entire agreement among the parties pertaining to the
subject matter hereof and supersedes all prior agreements and understandings of
the parties in connection herewith. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those
expressly set forth herein and therein.
5.6 Amendment and Modification. Subject to applicable law, this
Agreement may be amended, modified and supplemented only by written agreement of
the parties hereto.
5.7 Severability. Any provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. If any provision is held to be invalid or unenforceable,
such provision shall be construed by the appropriate judicial body by limiting
or reducing it to the minimum extent necessary to make it legally enforceable.
5.8 Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of California without
reference to conflict of laws rules.
5.9 Facsimile Execution. All documents contemplated by this Agreement,
including this Agreement, may be executed and communicated to the other parties
hereto or thereto by telecopier transmission (electronic receipt received). Such
documents, including this Agreement, as may be executed and transmitted by
telecopier shall be deemed binding and effective as of the date set forth on the
<PAGE>
Exhibit 2 Page 5 of 6
applicable document. The parties hereto agree to exchange originally executed
documents by mail as soon as practicable after execution by telecopier
transmission.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
"Seller" Phoenix Leasing Income Fund 1982-2
a California limited partnership
By: Phoenix Leasing Incorporated,
Its General Partner
By /S/ BRYANT J. TONG
Its
"Buyer" Phoenix Leasing Liquidation Corporation,
a California corporation
By /S/ BRYANT J. TONG
<PAGE>
Exhibit 2 Page 6 of 6
Phoenix Leasing Income Fund 1982-2
Exhibit A -- Schedule of Assets Sold at Auction October 26, 1995
Asset Purchase Price
1.001% interest in Phoenix Joint Venture 1994-1 21,311
100% of Income Fund 1982-2's remaining investment in the following 21,276
joint ventures:
Phoenix Funding Partnership
Phoenix Leasing Leveraged Joint Venture 1987-3
Phoenix Leasing Leveraged Joint Venture 1990-1
Total Purchase Price 42,587
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 505
<SECURITIES> 13
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 563
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (94)
<TOTAL-LIABILITY-AND-EQUITY> 563
<SALES> 0
<TOTAL-REVENUES> 139
<CGS> 0
<TOTAL-COSTS> 26
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (12)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 113
<INCOME-TAX> 0
<INCOME-CONTINUING> 113
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 113
<EPS-PRIMARY> 11.80
<EPS-DILUTED> 0
</TABLE>
