SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report August 31, 1995
(Date of earliest event reported)
LIBERTY EQUIPMENT INVESTORS - 1983
(Exact name of Registrant as specified in its governing
instruments)
New York 0-11458 13-3163119
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
World Financial Center - South Tower
New York, New York 10080-6114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 236-6472
N/A
(Former name or former address, if change since last report)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1995, the operations of the First Hill Diagnostic
Imaging Center (the "Center") ceased. In addition, the occupancy
lease for the Center, of which Registrant was lessee, expired on
August 31, 1995. Termination of the lease has also terminated
the Center's joint venture agreement. Concurrent with the lease
termination, Registrant sold, transferred and assigned all of its
right, title and interest in Registrant's equipment related to
the Center for $1.00 to an affiliate of a joint venture partner
but not an affiliate of the General Partner. Registrant had an
obligation to remove all its equipment and restore the leased
property to its original state before the end of the lease term.
In connection with the sale transaction referred to above,
Registrant was relieved of its obligation to restore the leased
property. Additionally, concurrent with this transaction, the
landlord released Registrant from all future obligations related
to the occupancy lease.
Registrant is working with the venture partners and the facility
manager on the liquidation of the remaining net assets of the
venture (i.e. cash and accounts receivable net of third party
accounts payable).
History
In April 1984, Registrant acquired its interest in certain new
diagnostic imaging equipment and a lease and leasehold
improvements and took assignment of other contracts and
agreements all of which related to a free-standing imaging center
(collectively, the "Center") then under construction.
The Center was operated pursuant to a joint venture (the
"Venture") between Registrant and Digital Diagnostics, Inc., a
Washington corporation not affiliated with the General Partner or
its affiliates ("Digital"), from which company Registrant
purchased its interest in the Center.
The total invoice cost paid by Registrant for the equipment, the
leasehold improvements, and all assigned contracts and agreements
related thereto was approximately $3.9 million, representing the
actual amount expended or paid to the manufacturers or
contractors for the Center.
In May 1988, Registrant entered into an Amended and Restated
Joint Venture Agreement (the "New Venture Agreement"). Under the
terms of the New Venture Agreement, two additional partners were
admitted to the Venture: Medical Imaging Partners L.P. ("MIP"),
a limited partnership whose general partner was an entity
affiliated with the General Partner (the current general partner
of MIP is a wholly owned subsidiary of Raytel Corporation and is
not affiliated with the General Partner), and Imaging Services,
Inc. ("ISI"), a Washington corporation.
Each partner in the joint venture is entitled to a defined
"Priority Distribution" representing a cumulative, non-compounded
annual distribution equal to 14% of each partner's investment.
When and if all cumulative Priority Distributions to venture
partners would have been paid, distributable cash was to be
shared 41.4% by Registrant, 48.75% by MIP, 5% by ISI and 4.85% by
Digital. The joint venture has not distributed amounts equal to
the accrued cumulative Priority Distribution and it is not
expected that such Priority Distribution amounts will be
achieved.
Under a 10 year management agreement which was to expire in 1998,
or such earlier time as the New Venture Agreement would
terminate, the Center was managed by 2001 Management Associates,
Inc. ("2001"), an affiliate of Digital. 2001 was entitled to
receive a base management fee equal to 8% of defined net revenues
of the joint venture plus a management bonus, in certain
circumstances, depending upon the operating results of the
Venture.
<PAGE>
Item 7.FINANCIAL STATEMENTS AND EXHIBITS
(b) PRO-FORMA FINANCIAL INFORMATION
Liberty Equipment Investors - 1983
Pro Forma Condensed Balance Sheet as of
June 30, 1995 (Unaudited)
Pro Forma Condensed Statement of Operations
for the twenty-six week period ended June
30, 1995 (Unaudited)
Pro Forma Condensed Statement of Operations
for the year ended December 31, 1994
(Unaudited)
Notes to Pro Forma Condensed Financial
Statements (Unaudited)
<PAGE>
LIBERTY EQUIPMENT INVESTORS - 1983
PRO-FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited Pro Forma Condensed Financial Statements
have been prepared to present the accounts of Registrant adjusted
to give effect to the disposition described in Item 2 herein, as
if such transactions had occurred at (i) January 1, 1994 (the
beginning of the fiscal year 1994) for the Pro Forma Condensed
Statements of Operations and (ii) June 30, 1995, for the Pro
Forma Condensed Balance Sheet.
The Pro Forma Condensed Financial Statements are based on
historical financial information of Registrant for the periods
referred to above. Pro forma adjustments are described in the
accompanying notes. The Pro Forma Condensed Financial Statements
should be read in conjunction with the historical financial
statements, the notes thereto and the discussion of this
transaction included elsewhere in this filing.
The Pro Forma Condensed Financial Statements are not necessarily
indicative of what the actual results of operations would have
been had the transactions occurred as of the beginning of the
respective periods referred to above, nor do they purport to
indicate the results of future operations of Registrant. In the
General Partner's opinion, all adjustments necessary to present
fairly such Pro Forma Condensed Financial Statements have been
made.
<PAGE>
LIBERTY EQUIPMENT INVESTORS - 1983
PRO FORMA CONDENSED BALANCE SHEET AS OF JUNE 30, 1995
(UNAUDITED)
Pro Forma
June 30, Disposition Pro Forma
1995 Adjustments (a) Combined
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents $1,183,931 $ 1 $ 1,183,932
Property under management
contract and held for
lease (less accumulated
depreciation of
$3,876,733) 1,927 - 1,927
Investment in partnership
- TDEC 3,290,195 - 3,290,195
Accounts receivable (net
of allowance for doubtful
accounts of $350,000) and
other assets
155,180 (154,973) 207
TOTAL ASSETS $4,631,233 $ (154,972) $ 4,476,261
LIABILITIES AND PARTNERS'
CAPITAL:
Liabilities:
Note payable - TDEC $3,419,078 $ - $ 3,419,078
Accounts payable to
affiliate and accrued
liabilities 282,680 (102,687) 179,993
Total Liabilities 3,701,758 (102,687) 3,599,071
</TABLE>
(Continued on the following page)
<PAGE>
LIBERTY EQUIPMENT INVESTORS - 1983
PRO FORMA CONDENSED BALANCE SHEET AS OF JUNE 30, 1995
(UNAUDITED)
(Continued)
Pro Forma
June 30, Disposition Pro Forma
Notes 1995 Adjustments (a) Combined
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PARTNERS' CAPITAL:
General Partner:
Capital contributions, net
of offering expenses and
return of capital 287,431 - 287,431
Cash distributions (116,824) - (116,824)
Cumulative loss (161,311) (523) (161,834)
9,296 (523) 8,773
Limited Partners:
Capital contributions, net
of offering expenses and
return of capital
(40,000.2 Units of Limited
Partnership Interest)
28,455,407 - 28,455,407
Cash distributions (11,565,367) - (11,565,367)
Cumulative loss (15,969,861) (51,762) (16,021,623)
920,179 (51,762) 868,417
Total Partners' Capital 929,475 (52,285) 877,190
TOTAL LIABILITIES AND
PARTNERS' CAPITAL $ 4,631,233 $ (154,972) $ 4,476,261
</TABLE>
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
<PAGE>
LIBERTY EQUIPMENT INVESTORS - 1983
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWENTY-SIX WEEK PERIOD ENDED JUNE 30, 1995
(UNAUDITED)
Twenty-Six
Week Period
Ended Pro Forma
June 30, Disposition Pro Forma
1995 Adjustment (b) Combined
<TABLE>
<CAPTION>
<S> <C> <C> <C>
REVENUES:
Rental and other operating
income $ 59,009 $ (59,009) $ -
Interest income 39,006 - 39,006
Gain on disposals of leased
assets 7,987 - 7,987
Total Revenues 106,002 (59,009) 46,993
EXPENSES:
Depreciation and
amortization 6,381 - 6,381
Property operating expenses
7,582 - 7,582
Other operating expenses 93,500 - 93,500
Total Expenses 107,463 - 107,463
Net Loss $ (1,461) $ (59,009) $ (60,470)
Net Loss allocated to
General Partner $ (15) $ (590) $ (605)
Net Loss allocated to
Limited Partners $ (1,446) $ (58,419) $ (59,865)
Net Loss Per Unit of
Limited Partnership
Interest (40,000.2 Units
of Limited Partnership
Interest $ (0.04) $ (1.46) $ (1.50)
</TABLE>
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
<PAGE>
LIBERTY EQUIPMENT INVESTORS - 1983
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 30, 1994
(UNAUDITED)
Year Ended Pro Forma
December 30, Disposition Pro Forma
1994 Adjustment (b) Combined
<TABLE>
<CAPTION>
REVENUES:
<S> <C> <C> <C>
Rental and other operating
income $ 347,480 $(309,139) $ 38,341
Interest income 74,303 - 74,303
Gain on disposals of
leased assets 46,742 - 46,742
Total Revenues 468,525 (309,139) 159,386
EXPENSES:
Depreciation and
amortization 42,524 - 42,524
Property operating
expenses 31,771 (5,203) 26,568
Other operating expenses 187,440 - 187,440
Total Expenses 261,735 (5,203) 256,532
Net Income (Loss) $ 206,790 (303,936) $ (97,146)
Net Income (Loss)
allocated to General
Partner $ 2,068 $ (3,039) $ (971)
Net Income (Loss)
allocated to Limited
Partners $ 204,722 $(300,897) $ (96,175)
Net Income (Loss) Per Unit
of Limited Partnership
Interest (40,000.2 Units
of Limited Partnership
Interest
$ 5.12 $ (7.52) $ (2.40)
</TABLE>
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
<PAGE>
LIBERTY EQUIPMENT INVESTORS - 1983
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The pro forma adjustments reflect the disposition of Registrant's
equipment and leasehold improvements related to the First Hill
Diagnostic Imaging Center and the liquidation of the related
joint venture.
The pro forma condensed financial statements reflect the above
transactions as if they occurred at the end of the period for
purposes of the Pro Forma Condensed Balance Sheet dated June 30,
1995 and at the beginning of the fiscal year 1994 for the Pro
Forma Condensed Statements of Operations for the twenty-six week
period ended June 30, 1995 and year ended December 30, 1994.
The pro forma adjustments for the above transactions are codified
as indicated and are as follows:
a) To reflect the loss on the disposition of Registrant's
equipment and leasehold improvements related to the First
Hill Diagnostic Imaging Center and the liquidation of the
related joint venture.
<TABLE>
<CAPTION>
As of June Year Ended
30, December 30,
1995 1994
<S> <C> <C>
Sales Price $ 1 $ 1
Adjusted net book value of First Hill
related assets and liabilities (52,286) (58,109)
Loss on sale of assets and liquidation
of joint venture $ (52,285) $ (58,108)
</TABLE>
The Pro Forma Condensed Statement of Operations for the year
ended December 30, 1994 does not reflect such loss.
b) To reflect adjustments for the Partnership's operational
revenues and expenses related to its investment in the
Center.
<PAGE>
Item 7. (Continued)
(c) Exhibits. (furnished pursuant to Item 601 of
Regulation S-K)
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
<S> <C> <C>
10.1 Waiver, Release and
Consent between
Registrant and First
Hill Plaza L.L.C.,
landlord
10.2 Assignment and
Assumption Agreement
between Registrant
and Bruce Porter
M.D. P.C.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
LIBERTY EQUIPMENT INVESTORS-1983
By: Maiden Lane Partners Inc.
General Partner
Dated: September 15, 1995 /s/ Diane T. Herte
Diane T. Herte
Treasurer of the General Partner
(chief accounting officer
and chief financial officer)
</TABLE>
[ARTICLE]
[LEGEND] EXHIBIT 10.1 TO FORM 8-K
EXHIBIT B
WAIVER, RELEASE AND CONSENT
THIS WAIVER, RELEASE AND CONSENT dated as of September 6,
1995 by First Hill Plaza L.L.C., a Washington limited liability
company, landlord ("Landlord") under that certain Lease dated
March 24, 1983, as heretofore assigned, amended and renewed (the
"Liberty Lease"), between Liberty Equipment Investors - 1983, a
New York limited partnership ("Liberty") and the Landlord,
relating to certain premises located at 1001 Boylston Street,
Seattle, Washington (the "Premises"),
WITNESSETH:
WHEREAS, pursuant to the terms of the Liberty Lease, the
Liberty Lease has expired on the date hereof;
WHEREAS, pursuant to the terms of the Liberty Lease,
Liberty is required at the expiration of the Liberty Lease to
remove certain leasehold improvements to the Premises and
equipment owned by Liberty and located at the Premises, and to
restore the Premises in the manner set forth therein;
WHEREAS, the Landlord has entered into a lease (the "New
Lease") with a new lessee (the "New Lessee") to commence upon the
expiration of the Liberty Lease, and the New Lessee thereunder
desires to operate the Premises for a similar use as used by
Liberty and desires to lease the Premises with the leasehold
improvements provided by Liberty and owned by Liberty and desires
the Premises to be delivered without the removal thereof (or the
removal of certain equipment which the New Lessee has agreed to
purchase from Liberty) and the restoration of the Premises that
would otherwise be required under the Liberty Lease; and
WHEREAS, the New Lessee has agreed with Liberty pursuant
to an Agreement dated as of August 30, 1995 (the "Agreement") to
purchase certain equipment of Liberty utilized at the Premises,
as specified in Schedule A thereto (the "Liberty Equipment");
NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, receipt of which is hereby
acknowledged, the Landlord hereby grants this Waiver, Release and
Consent as follows:
1. The Landlord hereby waives and releases Liberty from
any and all obligations of Liberty under the Liberty Lease to
remove any equipment or leasehold improvements to the Premises
and any and all obligations of Liberty to restore the Premises
under the Liberty Lease, including, without limitation, any
obligation to remove the skylight or restore the roof.
2. The Landlord hereby agrees to execute any and all
documents necessary to evidence the foregoing and to make such
filings, if any, as are necessary for such purpose.
3. The Landlord hereby consents to Liberty leaving the
Liberty Equipment at the Premises and hereby grants Liberty (and
the New Lessee, or an affiliate thereof, as purchaser thereof) a
license to do so until the commencement of the New Lease, and
agrees that no charge shall be assessed to Liberty or the New
Lessee, or any affiliate thereof, for such purpose.
IN WITNESS WHEREOF, the Landlord has executed this
Waiver, Release and Consent as of the date first above written.
FIRST HILL PLAZA L.L.C.
By: /s/____________________________
Title
[ARTICLE]
[LEGEND] EXHIBIT 10.2 TO FORM 8-K
EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of
August 30, 1995, between Liberty Equipment Investors - 1983, a
New York limited partnership ("Assignor"), and Bruce Porter M.D.
P.C. ("Assignee"),
WITNESSETH:
WHEREAS, Assignor owns certain equipment set forth on
Schedule A hereto (the "Liberty Equipment") that it desires to
sell, transfer and assign to Assignee, subject to all obligations
and liabilities associated therewith; and
WHEREAS, Assignee desires to purchase and take assignment
of the Liberty Equipment and all of Assignor's right, title and
interest therein and take assumption of all of Assignor's
liabilities and obligations with respect thereto;
NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Assignor by this instrument does hereby sell to
and transfer, assign and set over unto the Assignee, all of
Assignor's right, title and interest in and to the Liberty
Equipment. The Assignee agrees to pay the Assignor in
consideration therefor a purchase price of $1.00 (one dollar),
payable in immediately available funds on the date hereof.
2. The Assignee by this instrument does hereby accept
the foregoing and does hereby assume and agree to pay, perform
and assume, discharge and hold the Assignor harmless from all
liabilities and obligations of the Assignor (absolute or
contingent) relating to the Liberty Equipment.
3. The Assignor hereby represents and warrants to the
Assignee that there are no liens or claims by any vendor,
financing source or governmental agency created by the Assignor
against the Liberty Equipment.
4. EACH ITEM OF LIBERTY EQUIPMENT SOLD, ASSIGNED AND
TRANSFERRED HEREUNDER IS SOLD "AS IS" AND "WHERE IS" AND, EXCEPT
AS SPECIFICALLY PROVIDED IN PARAGRAPH 3 HEREOF, NO EXPRESS OR
IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND AS TO THE
CONDITION OR QUALITY OF THE EQUIPMENT (INCLUDING REPRESENTATIONS
OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR
USE) WHETHER KNOWN OR UNKNOWN, LATENT OR PATENT, ALL OF WHICH THE
ASSIGNOR HEREBY DISCLAIMS AND WITH THE ASSIGNEE HAVING HAD
REASONABLE OPPORTUNITY FOR INSPECTION OF THE LIBERTY EQUIPMENT.
5. This Assignment and Assumption Agreement may be
executed in one or more counterparts, each of which together
shall constitute one agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Assignment and Assumption Agreement as of the date first above
written.
LIBERTY EQUIPMENT INVESTORS - 1983
By Maiden Lane Partners Inc.,
its General Partner
By:/s/____Michael A. Giobbe________
Title: Vice President
Bruce Porter M.D. P.C.
By:/s/____Bruce Porter M.D.________
Title:
