<PAGE> SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-ll(c) or Rule 14a-12
Liberty Equipment Investors L.P. - 1984
- --------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Whitehall Partners Inc.
- --------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-ll(c)(l)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Units of Limited Partnership Interest and Depositary Receipts for
- --------------------------------------------------------------------------
Certificates of Partnership Interest
- --------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
31,338.3
- --------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-ll(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------
1
<PAGE>
<PAGE>
For The Use Of The Securities and Exchange Commission Only
PRELIMINARY PROXY STATEMENT DATED APRIL , 1995
LIBERTY EQUIPMENT INVESTORS L.P.-1984
A Delaware Limited Partnership
WORLD FINANCIAL CENTER
SOUTH TOWER
NEW YORK, N.Y. 10080-6114
(212)236-6472
__________________________
PROXY STATEMENT FURNISHED IN CONNECTION
WITH THE SOLICITATION OF CONSENTS
_______________________________________
This Proxy Statement is furnished to the holders of units of limited
partnership interest ("Units") in Liberty Equipment Investors L.P.-1984, a
Delaware limited partnership (the "Partnership"), in connection with the
solicitation of consents for a proposed amendment (the "Amendment") to the
Partnership's Restated Agreement and Certificate of Limited Partnership dated
as of December 11, 1984 (the "Partnership Agreement"). The Amendment, as
described more fully within, would eliminate the requirement that limited
partners of the Partnership (the "Limited Partners") consent to any sale,
abandonment or disposition of all or substantially all of the Partnership's
assets to the extent that, in the determination of the General Partner, such
sale, abandonment or disposition is in the best interests of the Partnership.
The affirmative vote of a majority in interest of Limited Partners is
necessary to approve the Amendment.
THIS SOLICITATION IS MADE BY WHITEHALL PARTNERS INC., A DELAWARE
CORPORATION AND THE GENERAL PARTNER OF THE PARTNERSHIP (THE "GENERAL
PARTNER"), ON BEHALF OF THE PARTNERSHIP, WHICH HAS APPROVED THE EXECUTION OF
THE AMENDMENT AND RECOMMENDS THAT THE LIMITED PARTNERS OF THE PARTNERSHIP
VOTE IN FAVOR OF THE ACTIONS PROPOSED IN THIS PROXY STATEMENT.
The General Partner proposes that the Partnership Agreement be amended
to permit certain sales and dispositions of assets that might otherwise
require Limited Partner consent in order to more effectively carry out the
investment objectives and policies of the Partnership. The Partnership is
currently in its disposition stage and will be considering various strategies
to sell its remaining assets in an orderly and timely manner. While there
are currently no pending negotiations or agreements with regard to the sale
of substantially all the assets or any material asset or group of assets
(other than the sale of assets in the ordinary course of business), the
Partnership anticipates that some or all of such sales are likely to occur
within the current or the next fiscal year. In order to receive the most
favorable prices for the assets, it is necessary that the General Partner be
given the flexibility to sell the assets efficiently and without the
Partnership's incurring the monetary and/or timing costs that might otherwise
result if this Amendment were not approved.
The General Partner has fixed the close of business on May 1, 1995 as
the record date (the "Record Date") for determining Limited Partners entitled
to give or withhold written consent to the Amendment. This Proxy Statement
was first mailed to Limited Partners on or about May __, 1995.
LIMITED PARTNERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED
CONSENT AND TO RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES, TO BE RECEIVED
BY THE GENERAL PARTNER AS SOON AS PRACTICABLE.
May __, 1995
1
<PAGE>
INTRODUCTION
This Proxy Statement is being furnished by Liberty Equipment Investors
L.P.-1984, a Delaware limited partnership (the "Partnership"), to holders of
units of limited partnership interest in the Partnership (each limited
partnership interest in the Partnership representing a capital contribution
of $1,000 is referred to as a "Unit") in connection with the solicitation of
consents by Whitehall Partners Inc., a Delaware corporation and the general
partner of the Partnership (the "General Partner"), on behalf of the
Partnership. Limited partnership interests are evidenced by certificates of
limited partnership interest ("Certificates") and depositary receipts for
Certificates ("Depositary Receipts"). Holders of record of Units who are
shown on the books and records of the Partnership as limited partners
("Limited Partners") as of the Record Date (defined below) are entitled to
one vote for each Unit held by them.
THIS SOLICITATION IS BEING MADE BY THE GENERAL PARTNER, WHICH HAS
APPROVED THE AMENDMENT AND RECOMMENDS THAT THE LIMITED PARTNERS VOTE IN FAVOR
-------------
OF THE ACTIONS PROPOSED IN THIS PROXY STATEMENT.
The principal executive offices of the General Partner and the
Partnership are located at World Financial Center, South Tower, New York, NY
10080-6114 and its telephone number is (212) 236-6472.
This Proxy Statement was first mailed to Limited Partners on or about
May __, 1995. Limited Partners are urged to complete, sign and date the
enclosed consent card and return it in the enclosed envelope, which requires
no postage if mailed in the United States, to be received by the General
Partner as soon as practicable.
PROPOSED AMENDMENT TO THE PARTNERSHIP AGREEMENT
The General Partner is proposing, by amendment (the "Amendment") to the
Partnership's Restated Agreement and Certificate of Limited Partnership dated
as of December 11, 1984 (the "Partnership Agreement"), to eliminate the
requirement to secure the consent of Limited Partners to the sale,
abandonment or disposition of all or substantially all of the Partnership's
assets, if, and only if, in the determination of the General Partner, such
sale, abandonment or disposition is in the best interests of the Partnership.
Section 5.4 of the Partnership Agreement, Restrictions on the Authority
-----------------------------
of the General Partner, currently reads, in pertinent part, as follows:
- ----------------------
B. Without the Consent of a majority in interest of the
Limited Partners, but subject to the provisions of Section 11.3, the General
Partner shall not have the authority to:
(i) sell, abandon or otherwise dispose of at any
one time all or substantially all the assets of the Partnership, or
(ii) elect to dissolve the Partnership.
The Amendment would provide for Section 5.4 to be amended to read as
follows:
B. Without the Consent of a majority in interest of the
Limited Partners but subject to the provisions of Section 11.3, the General
Partner shall not have the authority to:
(i) sell, abandon or otherwise dispose of at any
time all or substantially all the assets of the Partnership, unless, in the
determination
------------------------------
of the General Partner, such sale, abandonment
- ----------------------------------------------
or disposition is in the best interests of the
- ----------------------------------------------
Partnership, or
- -----------
(ii) elect to dissolve the Partnership.
(New language provided by the Amendment is indicated by
underlining.)
2
<PAGE>
Pursuant to the Partnership Agreement, a sale of all or substantially
all of the assets of the Partnership at any one time would result in the
dissolution of the Partnership without any election on the part of the
General Partner or further action on the part of the Limited Partners.
RECOMMENDATION OF THE GENERAL PARTNER
As part of its overall supervision of the Partnership, the General
Partner has monitored the performance of the Partnership in light of its
investment objectives and policies. The General Partner believes that the
Amendment is in the best interests of the Partnership and recommends that
Limited Partners approve the Amendment.
The Partnership commenced business on December 11, 1984 upon its
acceptance of $31,338,000 in subscriptions from Limited Partners and the
capital contribution of the General Partner. The aggregate amount of cash
distributions per Unit paid to investors through April 25, 1995 was $344 per
$1,000 Unit. It is not anticipated that investors will have received
aggregate cash distributions equal to their entire cash investment when the
Partnership is eventually dissolved. However, to date investors also have
received tax credits of approximately $220 per $1,000 Unit and depending on
each investor's tax situation significant amounts of tax losses.
As of April 25, 1995, the Partnership's equipment investments (the
"Equipment") consisted of 180 refrigerated and 593 dry cargo marine shipping
containers and three intercity buses (all of which buses are not currently under
lease). The Partnership's investments in 179 refrigerated and 14 dry-van
piggyback trailers, a windpowered electric generating plant designed to
produce 21 million kilowatt-hours of electricity per year, as well as the
Partnership's investment in $8.6 million of medical diagnostic imaging
equipments and leasehold improvements of $2.1 million to three separately
leased facilities operated as outpatient diagnostic imaging centers have
previously been disposed of in the ordinary course of the Partnership's
business.
When the Partnership was originally formed it was anticipated that the
General Partner might elect to sell an item of Equipment at any time after
five years after acquisition, and the General Partner was given complete
discretion in determining the time, terms and conditions of any sale or other
disposition of an item of Equipment. However, the General Partner's
authority does not extend to the sale or disposition of all or substantially
all of the Partnership's assets at any one time without the consent of a
majority in interest of the Limited Partners. At this time, because the
Partnership has relatively few equipment investments remaining, any sale or
disposition of Equipment, depending on the timing of such sale or
disposition, could constitute a sale or disposition of substantially all the
assets of the Partnership. If so, under the Partnership Agreement as
currently in effect, the consent of a majority in interest of the Limited
Partners would be required prior to any such sale if so classified. This
could be the result regardless of the actual value of the assets sold or
disposed of. The General Partner does not believe that this was the original
intent of the restriction. Furthermore, the General Partner believes that
such restriction, if not amended, could result in lost sale opportunities and
substantial cost to the Partnership. Absent the Amendment, the Partnership
would have to bear the costs of soliciting Limited Partner approval upon each
sale of assets constituting a sale or disposition of substantially all the
assets of the Partnership. Such cost is estimated to be approximately
$40,000 per solicitation. Since more than one such solicitation could be
necessary, this cost could be substantial and would diminish the amount of
proceeds available for distribution to the partners. Moreover, any such
solicitation may cause a delay in the Partnership's ability to effect a sale
on a timely basis and could jeopardize the Partnership's ability to maximize
the amount of disposition proceeds. The General Partner does not believe
that such adverse result is warranted, assuming such disposition is otherwise
within the Partnership's objectives and policies.
While there are currently no agreements in principle to sell Equipment
that would otherwise require the consent of Limited Partners, the Partnership
is in its disposition phase and intends to continue to focus on
opportunistically realizing value for its Equipment, and it is anticipated
that sales of some or all of the Equipment will be made during the current
or next fiscal year. Accordingly, in order for the General Partner to be
able to
3
<PAGE>
consummate each sale or disposition of the Partnership's remaining Equipment
in an effective manner and without the Partnership's being burdened by the
additional costs and delays of obtaining Limited Partner consents to one or
more such potential sales or dispositions, the General Partner has proposed
and recommends that you approve the Amendment. The Amendment would only be
effective to the extent that, in the determination of the General Partner,
any such sale or disposition were made in the best interests of the
Partnership. The Partnership Agreement provides that the General Partner may
receive a sales commission in connection with any sale or other disposition
of equipment; however, these commissions may only be paid for services
actually rendered. The General Partner has not to date taken any such
commissions and does not intend to take such commissions in connection with
future sales. Giving effect to the Amendment, it is not anticipated that any
proposed sale or disposition of Partnership assets or any resulting
dissolution of the Partnership would require the consent of Limited Partners.
ANALYSIS OF IMPACT OF AMENDMENT ON LIMITED PARTNERS
There are several advantages to the Partnership and the Partners that
will result from the approval of the Amendment. First, absent the Amendment
any sale of substantially all the assets of the Partnership could be delayed
approximately six to ten weeks due to the process of soliciting the consents
of the Limited Partners in connection with such sale. Many, if not all
opportunities to sell assets may be lost due to this time delay and the
opportunity cost to the Partnership could be substantial. Second, the
Amendment will allow the General Partner to act quickly and to take advantage
of attractive sales opportunities as they become available. Without this
flexibility, the General Partner's ability to maximize disposition proceeds
may be lost. Finally, the Amendment would eliminate the need for incurring
the costs of soliciting Limited Partner consent prior to each sale of
substantially all the assets of the Partnership (approximately $40,000 per
solicitation). However, the Amendment will eliminate the opportunity of each
Limited Partner to review the terms of any sale of substantially all the
assets of the Partnership. The Amendment will not, however, modify the
General Partner's continuing fiduciary duty and obligation to conduct the
affairs of the Partnership in the best interests of the Partnership.
RECORD DATE; TRANSFER; CONSENTS; REVOCATION OF CONSENTS
Pursuant to the Partnership Agreement, approval to amend the Partnership
Agreement requires the consent of a majority in interest of Limited Partners
(i.e., holders of a majority of the outstanding Units in the Partnership).
In addition, counsel for the Partnership or counsel designated by 10% in
interest of the Limited Partners must furnish an opinion to the effect that
(a) such Amendment and any vote thereon is permitted by the Delaware Revised
Uniform Limited Partnership Act (the "Act") and neither the existence of such
right to amend nor the exercise of such right to amend the Partnership
Agreement will violate the provisions of the Act or the laws of any other
jurisdictions in which the Partnership is formed or qualified and (b) neither
such Amendment nor any vote thereon nor the existence of such right to amend
nor the exercise of such right to amend the Partnership Agreement will
adversely affect (i) the limited liability of the Limited Partners or
(ii) the classification of the Partnership as a partnership for Federal
income tax purposes. Brown & Wood, counsel to the Partnership, in reliance
on Richards, Layton & Finger as to matters of Delaware law, has rendered
the required opinion as of the date of this mailing. Upon the receipt of
the Limited Partners' consent given pursuant to this solicitation, the
Amendment will be effected without further action of the Limited Partners.
The General Partner has fixed the close of business on May 1, 1995 as the
record date (the "Record Date") for determining Limited Partners entitled
to give written consent to the Amendment (the "Consent"). Accordingly, only
holders of Units who are admitted to the Partnership as Limited Partners
as of the Record Date will be entitled to consent to the Amendment. As of
the Record Date, 31,338.3 Units were outstanding and were held of record by
2,155 Limited Partners. Thus, the consent of holders of at least 15,670
Units is required to approve the Amendment.
The General Partner owns .3 Units. These Units will be voted "yes" in
the same proportion as all Units excluding these Units are voted "yes." Any
broker non-votes will be counted as "no" votes.
A Limited Partner may consent to the Amendment by properly completing
the consent card which accompanies this Proxy Statement (the "Consent Card").
If no separate indication is given, a returned, signed Consent Card will be
deemed to be a consent to the Amendment. Abstentions will not be counted
toward the
4
<PAGE>
required consent. Consents will be solicited until the required majority is
received. A Consent Card shall be deemed to have been "returned" to the
Partnership on the date it is given personally to an authorized
representative of the General Partner or deposited in the mail or other
delivery service, postage or delivery service fees prepaid. An addressed,
postage paid envelope is enclosed with the Consent Card. Each Consent shall
remain effective until revoked. Consents may be revoked by a later dated
Consent Card which is received by the Partnership on or before the date the
Amendment is executed.
If a Limited Partner has any questions about how to complete and return
the Consent Card, or desires a new Consent Card or envelope in order to
revoke a Consent, he, she or it should call Tritech, the Solicitation Agent
referred to below, at (908) 878-6510. All Consent Cards should be returned
to Tritech, P.O. Box 44400, New Brunswick, New Jersey 08994-4400. All other
inquiries should be directed to the General Partner at (800) 288-3694. In
accordance with the Partnership Agreement, each Limited Partner is entitled
to cast a number of votes that is equal to the number of Units he, she or it
holds on the Record Date.
SOLICITATION
In addition to soliciting Consents by mail, Consents may be solicited
by directors, officers and employees of the General Partner and its
affiliates, who will not receive additional compensation therefor, by
personal interview, telephone, telegram, courier service, or similar means
of communication. In addition, the Partnership has retained Tritech as
solicitation agent (in such capacity, the "Solicitation Agent") to solicit
Consents to the Amendment from Limited Partners, administer the delivery of
information to the Limited Partners and receive and tally votes. The
Solicitation Agent will be reimbursed by the Partnership for its out-of-
pocket expenses.
All fees, expenses and costs related to the solicitation of consents and
the Amendment will be paid by the Partnership. The General Partner estimates
that the total amount of such fees, expenses and costs, including legal and
accounting fees and expenses, payable by the Partnership will be
approximately $40,000.
Please note that your prompt response will obviate the need to further
solicit your Consent, and will, therefore, reduce the costs associated with
the solicitation. Thus, we urge you to review the proxy material and execute
and return your Consent Card as quickly as possible.
NO RIGHTS TO APPRAISAL
If Limited Partners owning in excess of 50% of the Units consent to the
Amendment, all Limited Partners will be bound by such Amendment, including
Limited Partners who have not returned their Consent Cards or who have not
consented to the Amendment. Limited Partners who do not consent to the
Amendment are not entitled to any rights of appraisal or similar rights of
dissenting shareholders of a corporation under Delaware law in connection
with the approval or execution of the Amendment.
FIDUCIARY OBLIGATION
The General Partner is under a fiduciary duty and obligation to conduct
the affairs of the Partnership in the best interests of the Partnership
pursuant to the provisions of the Partnership Agreement. In addition, under
Delaware law, a general partner owes a fiduciary duty to the limited partners
and is obligated to conduct the Partnership's affairs with good faith and
loyalty.
5
<PAGE>
LIBERTY EQUIPMENT INVESTORS L.P.-1984
CONSENT TO AMEND THE PARTNERSHIP'S
AGREEMENT OF LIMITED PARTNERSHIP
The undersigned, a limited partner in Liberty Equipment Investors L.P.-
1984, a Delaware limited partnership (the "Partnership), does hereby
CONSENT / / WITHHOLD CONSENT / / ABSTAIN / /
with respect to all units of limited partnership interest of the Partnership
held of record by the undersigned on May 1, 1995, to the amendment to the
Partnership's Restated Agreement and Certificate of Limited Partnership which
would eliminate the requirement that limited partners of the Partnership
consent to any sale, abandonment or disposition of all or substantially all
of the Partnership's assets to the extent that, in the determination of the
General Partner, such sale, abandonment or disposition is in the best
interests of the Partnership, which amendment is set forth in the Proxy
Statement dated May __, 1995 which has been furnished to the undersigned.
IF NO SPECIFICATION IS MADE ABOVE, THE UNDERSIGNED BY SIGNING AND RETURNING
THIS CARD WILL BE DEEMED TO HAVE GIVEN THE ABOVE CONSENT.
THIS CONSENT IS SOLICITED ON BEHALF OF THE GENERAL PARTNER OF THE PARTNERSHIP
ON BEHALF OF THE PARTNERSHIP. THE GENERAL PARTNER RECOMMENDS A VOTE IN FAVOR
OF THE PROPOSED ACTIONS DESCRIBED IN THE PROXY STATEMENT.
Dated , 1995
------------------
Signature
---------------------------------------
Signature
---------------------------------------
This Consent should be signed exactly as your name appears hereon.
When signing as attorney, executor, administrator, trustee, guardian
or officer of a corporation, give your full title as such. In the case of
joint ownership, each joint owner should sign. If a corporation, please
sign in full corporate name by president or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
1
