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 November 30, 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 5.OTHER EVENTS.
As previously reported, Registrant had been pursuing the sale of
its remaining assets with the objective of liquidating and
dissolving in 1995. The First Hill Diagnostic Imaging Center
venture, of which Registrant owned an interest, was liquidated as
of November 30, 1995. Additionally, effective December 22, 1995
Registrant has sold, for $1, its limited partner interest in
Trigen-Trenton District Energy Company ("TDEC"), to Trigen
Corporation, the General Partner of TDEC, subject to the rights
and security interest of the holders of the non-recourse
promissory notes issued by Registrant in connection with TDEC.
Registrant has withdrawn from TDEC and pursuant to a general
Cross-Release, has been released from any obligations under said
promissory notes. TDEC is the owner and operator of a co-
generation power facility. These events resulted in the sale by
Registrant of substantially all of its assets and the dissolution
of Registrant in accordance with its Agreement of Limited
Partnership, as amended.
Subsequent to these events Registrant liquidated its remaining
assets and liabilities and, on December 27, 1995, deposited
$536,164.29 with Bank of New York, as Depositary, for
distribution to partners, representing a liquidating
distribution. Of this amount, $530,802.65 or $13.27 per unit of
limited partnership interest was distributed to limited partners
and $5,361.64 was distributed to the General Partner representing
its 1% interest in Registrant's final liquidating distribution.
Accordingly, the Partnership has been liquidated and terminated.
<PAGE>
Item 7.
(c) Exhibits. (furnished pursuant to Item 601 of
Regulation S-K)
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
<S> <C> <C>
10.1 Final Agreement relating to the First
Hill Diagnostic Imaging Center
10.2 Instrument of Transfer relating to the
sale of Registrant's interest in the
Trigen Trenton District Energy
Company, a New Jersey limited
partnership ("TDEC").
10.3 Amendment to Amended and Restated
Agreement of Limited Partnership of
TDEC
10.4 General Cross-Release
<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: December 28, 1995 /s/ Diane T. Herte
Diane T. Herte
Treasurer of the General Partner
(chief accounting officer
and chief financial officer)
</TABLE>
[LEGEND] Exhibit 10.1 to Form 8-K dated 12/28/95
<PAGE>
FINAL AGREEMENT
RELATING TO
FIRST HILL DIAGNOSTIC IMAGING CENTER
This agreement ("Agreement") is made effective as of
November 30, 1995, and by and among Medical Imaging Partners,
L.P. ("MIP"), Liberty Equipment Investors - 1983 ("Liberty"),
Digital Diagnostics, Inc. ("Digital"), Imaging Services, Inc.
("ISI") (collectively, the "Venturers," and each individually, a
"Venturer"), and 2001 Management Associates, Inc. ("Manager").
(The Venturers and Manager are sometimes individually referred to
as a "Party" and collectively referred to herein as the
"Parties.")
1. Introduction. Each of the Venturers is a party to that
certain Amended and Restated Joint Venture Agreement dated as of
May 31, 1988 (the "Joint Venture Agreement"), with respect to
First Hill Diagnostic Imaging Center (the "Venture"). Pursuant
to that certain Management Agreement dated as of May 31, 1988, by
and between Manager and the Venture, the Manager was engaged to
manage the Venture. Pursuant to that certain agreement, dated as
of April 28, 1995 ("Termination Agreement"), the Ventures agreed
to accomplish the termination of the Venture in accordance with
the terms of the Joint Venture Agreement. The actions taken to
accomplish such objective are described in that certain
Memorandum to the Venturers from the Manager, dated November 27,
1995, attached hereto as Exhibit A, including all attachments
referenced therein (Termination Summary Memorandum"). The
purpose of this Agreement is to (i) evidence the agreement of the
Venturers to the final distributions by the Venture, (ii)
authorize the payment by the Venture to the Manager of the
management bonus, and (iii) set forth certain representations of
the parties, as further set forth herein.
2. Agreement to Final Distributions. Each Venturer hereby
agrees and directs the Manager to distribute the remaining funds
of the Venture as set for the in Attachment 8 to the Termination
Summary Memorandum, effective upon the full execution of this
Agreement, irrespective of the fact that the distributions to the
Venturers are not in accordance with the provisions of the Joint
Venture Agreement.
3.
Payment of the Management Bonus. Each Venturer hereby
agrees that a management bonus shall be paid, effective upon the
full execution of this Agreement, to the Manager, in the amount
set forth in Attachment 9 to the Termination Summary Memorandum.
4. Payment of State and Local Taxes.
(a) Each Venturer hereby represents and warrants to
the other Venturers that it has paid any and all state and local
taxes payable by such Venturer with respect to property used by
the Venture in connection with the operation of the Venture's
business, and agrees to indemnify and hold the other Venturers
harmless from and pay and reimburse the other Venturers for any
and all liabilities, damages, costs and expenses, which are
suffered or incurred, including reasonable attorneys' fees,
arising as a result of the nonpayment of any such state and local
taxes.
(b) Manager hereby represents and warrants to the
Venturers, and each of them, that to the best of its knowledge,
that it has made all state and local tax filings and paid on
behalf of the Venture, out of Venture funds, all sate and local
tax payments with respect to the operations of the Venture's
business.
5. No Default by Manager; Further Assurances. Manager
represents, warrants and covenants to the Venturers, and each of
them, that (i) Manager is not in default of any of its
obligations to the Venture or the Venturers under the Management
Agreement, and (ii) Manager will take all necessary and
appropriate actions to complete the duties and activities by or
on behalf of the Venture as set forth in the Termination Summary
Memorandum.
6. Final Termination of the Venture. Each party understands
and agrees that the Venture has terminated and upon execution of
this Agreement, the Venture shall be dissolved and wound up in
accordance with the laws of the State of Washington and any other
laws applicable thereto. Each of the parties hereto agrees to
prepare, execute and file such further documents and to take such
further actions as may be necessary or reasonably required in
order to effectuate the dissolution, termination, liquidation and
winding up of the Venture and to otherwise fully effectuate the
terms of this Agreement.
7. Miscellaneous.
(a) This agreement is the complete and final
expression of the Parties with respect to the subject matter
hereof. All prior discussions and agreements are merged herein
and superseded hereby.
(b) By the execution of this Agreement, the Parties
have not created any rights or obligations to any third party.
(c) Each Party warrants that the person signing this
Agreement has authority to sign and bind the Party.
(d) The representations and warranties provided in
this Agreement shall survive the execution and performance of
this Agreement.
(e) This Agreement may be executed in counterparts or
in any number of duplicate originals. Facsimile signatures shall
be acceptable as originals. Each counterpart shall be regarded
for all purposes as a complete agreement, and all counterparts
and duplicate originals shall constitute one and the same
instrument.
(f) This Agreement and all rights and obligations
hereunder, including matters of construction, validity and
performance, shall be governed by and construed in accordance
with the laws of the State of Washington.
EXECUTED as of the set forth above.
MEDICAL IMAGING PARTNERS, L.P. DIGITAL DIAGNOSTICS INC.
By ________________________ By ________________________
General Partner Its ________________________
By ________________________ 2001 MANAGEMENT ASSOCIATES,
INC.
By ________________________
Its ________________________ Its ________________________
LIBERTY EQUIPMENT INVESTORS- IMAGING SERVICES, INC.
1983
By Maiden Lane Partners, By ________________________
Inc.,
General Partner Its ________________________
By ________________________
Its ________________________
[LEGEND] Exhibit 10.2 to Form 8-K dated 12/28/95
<PAGE>
INSTRUMENT OF TRANSFER
INSTRUMENT OF TRANSFER dated as of December 22, 1995,
between LIBERTY EQUIPMENT INVESTORS - 1983, a New York limited
partnership ("Liberty"), and TRIGEN ENERGY CORPORATION, a
Delaware corporation ("Trigen").
WHEREAS, Liberty is the holder of a limited partnership
interest in Trigen-Trenton District Energy Company, a New Jersey
limited partnership (the "Partnership"), and is party to the
Amended and Restated Agreement of Limited Partnership dated as of
November 20, 1987 (the "Partnership Agreement") of the
Partnership; and
WHEREAS, Liberty issued certain non-recourse promissory
notes, each dated December 28, 1983 and amended and restated
December 14, 1987, in the original aggregate principal amount of
$2,500,000 (the "Liberty Notes"); and
WHEREAS, Liberty entered into an Assignment and Security
Agreement dated as of December 28, 1983, as amended by an
Amendment No. 1 thereto dated as of December 14, 1987 (such
Assignment and Security Agreement, as so amended, being the
"Security Agreement") to secure the payment of the principal of
and interest on the Liberty Notes; and
WHEREAS, under the Partnership Agreement and the Security
Agreement, until the Liberty Notes are paid in full all of the
Liberty Payment Distribution and the Liberty Capital Transaction
Distribution and 72.94% of the cash from time to time
distributable to Liberty from the Partnership, whether as a
liquidating distribution or otherwise, is pledged to, and is to
be paid by the Partnership directly to, the holders of the
Liberty Notes for payment of the Liberty Notes in accordance with
their terms; and
WHEREAS, under the Security Agreement, Liberty has granted
to the holders of the Liberty Notes a continuing security
interest in Liberty's limited partnership interest in the
Partnership; and
WHEREAS, Liberty desires to transfer its limited partnership
interest in the Partnership, subject to the rights and security
interest of the holders of the Liberty Notes, to Trigen, and
Trigen is willing to accept such transfer, subject to such rights
and security interest,
NOW, THEREFORE, in consideration of the mutual promises
herein set forth, and for $1 in hand paid, the receipt and
adequacy of which is hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:
1. Liberty hereby sells, transfers, conveys, assigns and
sets over to Trigen Liberty's entire ownership interest in, and
right and title to, its interest in the Partnership, and its
rights in and under the Partnership Agreement, subject to the
rights and security interest of the holders of the Liberty Notes
under the Security Agreement and the Liberty Notes.
2. Trigen hereby takes and accepts the interest of Liberty
in the Partnership, and in and under the Partnership Agreement,
subject to the rights of the holders of the Liberty Notes under
the Security Agreement and the Liberty Notes, and agrees to be
bound by the provisions of the Partnership Agreement.
3. The transfer effected by this Instrument of Transfer is
subject to, and in no way constitutes a waiver or release of, the
security interest of the holders of the Liberty Notes in the
collateral, referred to in the fourth and fifth recitals hereto,
provided for in the Security Agreement and the Liberty Notes.
4. Liberty represents and warrants that its interest in the
Partnership, and its rights in and under the Partnership
Agreement, are free and clear of any lien, security, interest,
charge, encumbrance or adverse claim other than through and under
the Security Agreement and the Liberty Notes.
5. Trigen represents and warrants that it is acquiring
Liberty's interest in the Partnership for its own account, for
investment and not with the intention of the resale or
distribution thereof, and is aware that transferability of such
interest is restricted.
6. Liberty and Trigen each agrees that it will execute and
deliver such additional instruments as may be required under the
Partnership Agreement or the Security Agreement, or may
reasonably be requested by the other party, to give effect to,
document or further assure the transfer and acceptance herein
provided for.
7. Capitalized terms used in this Instrument of Transfer
that are not otherwise defined herein shall have the meanings
ascribed thereto in the Partnership Agreement.
IN WITNESS WHEREOF, the parties have executed this
Instrument of Transfer as of the date first above written.
LIBERTY EQUIPMENT INVESTORS - 1983,
a New York limited partnership,
By: Maiden Lane Partners Inc.,
its General Partner
By: ______________________________
Name:
Position:
TRIGEN ENERGY CORPORATION
By: ______________________________
Name:
Position:
The undersigned, as Managing
Partner of the Partnership,
hereby consents to the above-
referenced transfer
TRENTON ENERGY CORPORATION,
as Managing Partner
By: _______________________
Name:
Position:
[LEGEND] Exhibit 10.3 to Form 8-K dated 12/28/95
<PAGE>
AMENDMENT
TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
Amendment dated as of December 22, 1995 (the "Amendment"),
among Liberty Equipment Investors - 1983, a New York limited
partnership ("Liberty"), as transferor of a limited partnership
interest in Trigen-Trenton District Energy Company, a New Jersey
limited partnership (the "Partnership"), Trigen Energy
Corporation, a Delaware corporation ("Trigen"), as transferee of
Liberty's limited partnership interest in the Partnership, and
Trenton Energy Corporation, a Delaware corporation, as Managing
Partner of the Partnership, to the Amended and Restated Agreement
of Limited Partnership dated as of November 20, 1987 (the
"Existing Partnership Agreement") of the Partnership; and
WHEREAS, Liberty has held a limited partnership interest in
the Partnership (the "Liberty Interest") and is party to the
Partnership Agreement; and
WHEREAS, in connection with its acquisition of the Liberty
Interest, Liberty issued certain nonrecourse promissory notes,
each dated December 28, 1983 and amended and restated December
14, 1987, in the original aggregate principal amount of
$2,500,000 (the "Liberty Notes"); and
WHEREAS, Liberty entered into an Assignment and Security
Agreement dated as of December 28, 1983, as amended by an
Amendment No. 1 thereto dated as of December 14, 1987 (such
Assignment and Security Agreement, as so amended, being the
"Prior Security Agreement") to secure the payment of the
principal of and interest on the Liberty Notes; and
WHEREAS, under the Existing Partnership Agreement and the
Prior Security Agreement, until the Liberty Notes were paid in
full all of the Liberty Payment Distribution and the Liberty
Capital Transaction Distribution and 72.94% of the cash from time
to time distributable to Liberty from the Partnership, whether as
a liquidating distribution or otherwise, was pledged to, and was
to be paid by the Partnership directly to, the holders of the
Liberty Notes for payment of the Liberty Notes in accordance with
their terms; and
WHEREAS, under the Prior Security Agreement, Liberty granted
to the holders of the Liberty Notes a continuing security
interest in the Liberty Interest; and
WHEREAS, contemporaneously with the making of this
Amendment, Liberty has transferred the Liberty Interest, subject
to the rights and security interest of the holders of the Liberty
Notes, to Trigen, and Trigen has accepted such transfer and
succeeding to the Liberty Interest, subject to such rights and
security interest,
WHEREAS, Liberty is delegating to Trigen, as transferee of
the Liberty Interest, and Trigen is assuming and accepting, all
of Liberty's liabilities, obligations and duties arising under or
in connection with the Liberty Notes and the Prior Security
Agreement; and
WHEREAS, in accordance with the provisions of the Prior
Security Agreement, Trigen is executing and delivering a
nonrecourse promissory note (the "Trigen Note"), which is in the
form of the Liberty Notes, but with Trigen as the payor and
obligor, and is entering into an assignment and security
agreement (the "Trigen Security Agreement") to secure the payment
of the Trigen Note in the same manner and to the same extent that
the Liberty Notes were secured and to grant a security interest
in Trigen's interest in the Partnership; and
WHEREAS, Liberty, Trigen and the Managing Partner desire to
amend the Existing Partnership Agreement to reflect the transfer
of the Liberty Interest to Trigen, to provide for the admission
of Trigen, and withdrawal of Liberty, as a Partner, and to
clarify the application of certain defined terms,
NOW, THEREFORE, in consideration of the mutual promises
herein set forth, and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
1. Trigen hereby assumes and agrees to be bound by all of
the terms, conditions and provisions of the Partnership
Agreement.
2. Trigen is hereby admitted to the Partnership as a
Partner, succeeding to the Liberty Interest, subject to the terms
of the Existing Partnership Agreement.
3. Liberty hereby withdraws from, and ceases to be a
Partner in, the Partnership.
4. Notwithstanding that Trigen has assumed and succeeded to
the liabilities, obligations and duties of Liberty under the
Liberty Notes and the Prior Security Agreement by the execution
and delivery of the Trigen Note and the Trigen Security
Agreement, all references in the Partnership Agreement to the
"Liberty Notes" shall be deemed to be references to the Trigen
Notes for all purposes of the Partnership Agreement and the
Trigen Security Agreement, and the amounts distributable to
Trigen, as successor to the Liberty Interest, under Sections
8.2.2.2 and 8.2.3.1A of the Partnership Agreement shall continue
to be referred to as the "Liberty Payment Distribution" and
"Liberty Capital Transaction Distribution," respectively,
referred to in the Existing Partnership Agreement and the Trigen
Security Agreement.
5. Capitalized terms used in this Amendment that are not
otherwise defined in this Amendment shall have the meanings
ascribed thereto in the Existing Partnership Agreement.
6. Except as expressly amended by this Amendment, the
Existing Partnership Agreement remains in full force and effect
without change or interruption. The Existing Partnership
Agreement, as amended by this Amendment, is herein referred to as
the "Partnership Agreement".
IN WITNESS WHEREOF the parties have executed this Amendment
as of the date here above set forth.
LIBERTY EQUIPMENT INVESTORS - 1983,
By: MAIDEN LANE PARTNERS INC.,
as a General Partner
By: ______________________________
Name:______________________________
Position:__________________________
TRIGEN ENERGY CORPORATION
By: ______________________________
Name:______________________________
Position:__________________________
TRENTON ENERGY CORPORATION
By: ______________________________
Name:______________________________
Position:__________________________
[LEGEND] Exhibit 10.4 to Form 8-K dated 12/28/95
<PAGE>
GENERAL CROSS-RELEASE
TRENTON ENERGY CORPORATION ("TEC"), in consideration of the
sum of One ($1.00) Dollar, the release, set forth below, of
certain claims by Liberty and other good and valuable
consideration paid by or on behalf of LIBERTY EQUIPMENT INVESTORS
- -1983, a New York limited partnership ("Liberty"), the receipt
and sufficiency of which are hereby acknowledged, hereby releases
and forever discharges Liberty, its general partner, the
affiliated companies of its general partner, and the employees,
officers, directors, shareholders and agents of each and their
respective successors and assigns (collectively, the "Liberty
Releases"), from and against any and all actions, causes of
action, suits, debts, dues, sums of money, accounts, covenants,
contracts, controversies, agreements, executions, claims and
demands whatsoever, in law or equity, which TEC and its
successors and assigns ever had, now have or hereafter can, shall
or may have for, upon or by reason of any matter, cause or thing
whatsoever against the Liberty Releases arising out of or in
connection with the Liberty's acquisition, financing, ownership
and disposition of its interest in Trigen-Trenton District Energy
Company ("TDEC"), including (but not limited to) Secured
Nonrecourse Notes dated as of December 28, 1983, amended and
restated on December 14, 1987, of Liberty, and the collateral
securing the payment of such Notes.
Liberty, in consideration of the sum of One ($1.00) Dollar,
the release, set forth above, of certain claims by TEC and other
good and valuable consideration paid by or on behalf of TEC, the
receipt and sufficiency of which are hereby acknowledged, hereby
releases and forever discharges TEC and its affiliated companies
and the employees, officers, directors, shareholders and agents
of each and their respective successors and assigns
(collectively, the "TEC Releases"), from and against any and all
actions, causes of action, suits, debts, dues, sums of money,
accounts, covenants, contracts, controversies, agreements,
executions, claims and demands whatsoever, in law or equity,
which Liberty, its general partner, the affiliated companies of
its general partner and their respective successors and assigns
and affiliated companies ever had, now have or hereafter can,
shall or may have for, upon or by reason of any matter, cause or
thing whatsoever against the TEC Releases arising out of or in
connection with Liberty's acquisition, financing, ownership and
disposition of its interest in TDEC, including (but not limited
to) the Secured Nonrecourse Notes dated as of December 28, 1983,
amended and restated on December 14, 1987, of Liberty, or the
collateral securing the payment of such Notes.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this General
Cross-Release as of this 22nd day of December, 1995.
TRENTON ENERGY CORPORATION
By: _______________________________
Name:__________________________
Position:______________________
LIBERTY EQUIPMENT INVESTORS - 1983
By: MAIDEN LANE PARTNERS INC.,
as a General Partner
By: _______________________________
Name:__________________________
Position:______________________
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF WESTCHESTER )
On the ____ day of December, 1995, before me came _________,
who, being by me personally sworn, did depose and say that he
resides at _________________________________________________
___________________________________________________________; that
he is the _______________________ of Trenton Energy Corporation,
the corporation described in and which executed the foregoing
instrument; and that he was duly authorized to sign his name
thereto.
______________________________
Notary Public
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the ____ day of December, 1995, before me came _________,
who, being by me personally sworn, did depose and say that he
resides at _________________________________________________
___________________________________________________________; that
he is the _______________________ of Maiden Lane Partners, Inc.,
the General Partner of Liberty Equipment Investors - 1983, the
New York limited partnership described in and which executed the
foregoing instrument; and that he was duly authorized to sign his
name thereto.
______________________________
Notary Public
