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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AMERICAN INCOME 7 LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)
ATLANTIC ACQUISITION LIMITED PARTNERSHIP
(BIDDER)
UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
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COPY TO:
GARY D. ENGLE, PRESIDENT THOMAS F. GLOSTER III, ESQ.
AAL, INC. PEABODY & BROWN
98 NORTH WASHINGTON STREET 101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02114 BOSTON, MASSACHUSETTS 02110
(617) 854-5800 (617) 345-1141
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
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INTRODUCTION
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed by Atlantic Acquisition Limited Partnership, a
Massachusetts limited partnership (the "Purchaser"), relating to an offer by
the Purchaser to purchase up to 32,133 of the outstanding Units of limited
partnership interest of American Income 7 Limited Partnership, a Massachusetts
limited partnership, at a purchase price of $17.56 per Unit, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 18, 1995 (the "Offer to
Purchase"), as amended by the supplementary Letter to Unitholders dated
September 27, 1995 (the "Supplementary Letter"), a copy of which is attached
hereto as Exhibit (a)(4), and the related Letter of Transmittal (which
together constitute the "Offer").
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(4) Form of Letter dated September 27, 1995 from Atlantic Acquisition
Limited Partnership to Unitholders.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: September 27, 1995
ATLANTIC ACQUISITION
LIMITED PARTNERSHIP
By: AAL, Inc., its general partner
/s/ Gary D. Engle
By: _________________________________
Name: Gary D. Engle
Title:President
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
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<C> <S> <C>
99(a)(4) Form of Letter dated September 27, 1995 from Atlantic
Acquisition Limited Partnership to Unitholders.
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ATLANTIC ACQUISITION
LIMITED PARTNERSHIP
98 North Washington Street
Boston, Massachusetts 02114
September 27, 1995
Dear Unitholder:
As described in the Offer to Purchase dated August 18, 1995 previously
provided to you, Atlantic Acquisition Limited Partnership (the "Purchaser") is
offering to purchase Units you own of limited partnership interest of American
Income 7 Limited Partnership, a Massachusetts limited partnership (the
"Partnership"), at a purchase price of $17.56 per Unit. The Offer is for up to
32,133 of the outstanding Units of the Partnership.
In order to give Unitholders additional time to evaluate the Offer, the
Purchaser has decided to extend the date for the expiration of the Offer. The
Offer and withdrawal rights will now expire at 5 p.m., Eastern time, on
Friday, October 13, 1995, unless the Offer is further extended by the
Purchaser.
WE STRONGLY SUGGEST THAT UNITHOLDERS CONSULT WITH THEIR PERSONAL FINANCIAL
AND TAX ADVISORS IN EVALUATING THE FINANCIAL AND TAX IMPLICATIONS OF THE
OFFER.
ATLANTIC
ACQUISITION
LIMITED PARTNERSHIP
IF YOU HAVE ANY QUESTIONS, PLEASE CALL THE INFORMATION AGENT, D.F. KING &
CO., INC., AT 1-800-848-3051.
DEPOSITARY:
STATE STREET BANK AND TRUST COMPANY
By First Class Mail: By Facsimile:
(617) 774-4519
Corporate Reorganization
P.O. Box 9061 Confirm Facsimile
Boston, MA 02205-8686 by Telephone:
(617) 774-4511
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