PLM EQUIPMENT GROWTH FUND
10-K/A, 2000-09-01
EQUIPMENT RENTAL & LEASING, NEC
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------
                                  FORM 10-K/A


[X]     ANNUAL  REPORT   PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
        SECURITIES  EXCHANGE  ACT OF 1934 FOR THE  FISCAL  YEAR  ENDED
        DECEMBER 31, 1999.

[ ]     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 0-15436
                            ------------------------

                            PLM EQUIPMENT GROWTH FUND
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                            94-2998816
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

 ONE MARKET, STEUART STREET TOWER
  SUITE 800, SAN FRANCISCO, CA                                   94105-1301
(Address of principal executive offices)                         (Zip code)

        Registrant's telephone number, including area code (415) 974-1399
                             -----------------------

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 ______

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K/A
or any amendment to this Form 10-K/A. [X]

Aggregate market value of the voting stock:  N/A.

An index of exhibits filed with this Form 10-K/A is located on page 3.

Total number of pages in this report:  11.


<PAGE>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS,  SCHEDULES AND REPORTS ON FORM 8-K

     (A) 1.    Financial Statements

               The  financial  statements  listed in the  accompanying  Index to
               Financial  Statements  are filed as part of this Annual Report on
               Form 10-K/A.

         2.    Financial Statements required under Regulation S-X Rule 3-09

               The Boeing 767 financial statements are filed as Exhibits of this
               Annual Report on Form 10K/A.

     (B)       Reports on Form 8-K

               None.

     (C)       Exhibits

         4.    Limited  Partnership  Agreement of  Partnership,  incorporated by
               reference to the Partnership's Registration Statement on Form S-1
               (Reg. No.  33-2834),  which became  effective with the Securities
               and Exchange Commission on May 20, 1986.

         4.1   Amendment,  dated  November  18,  1991,  to  Limited  Partnership
               Agreement  of  Partnership,  incorporated  by  reference  to  the
               Partnership  Form 10-K dated  December 31,  1992,  filed with the
               Securities and Exchange Commission on March 30,1993.

        10.1   Management  Agreement  between the Partnership and PLM Investment
               Management,  Inc., incorporated by reference to the Partnership's
               Registration  Statement  on Form S-1 (Reg.  No.  33-2834),  which
               became  effective with the Securities and Exchange  Commission on
               May 20, 1986.

        24.    Powers of Attorney.

         Financial Statements required under Regulation S-X 3-09:

         99.1   Boeing 767





                     (This space intentionally left blank.)


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Partnership  has duly  caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

The Partnership has no directors or officers.  The General Partner has signed on
behalf of the Partnership by duly authorized officers.


Dated: August 28, 2000              PLM EQUIPMENT GROWTH FUND
                                    PARTNERSHIP

                                    By:      PLM Financial Services, Inc.
                                             General Partner


                                    By:      /s/ Douglas P. Goodrich
                                             Douglas P. Goodrich
                                             President and Director


                                    By:      /s/ Richard K Brock
                                             Richard K Brock
                                             Vice President and
                                             Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  directors of the  Partnership's  General
Partner on the dates indicated.


Name                           Capacity                          Date


*_______________________
Robert N. Tidball             Director, FSI                     August 28, 2000


*_______________________
Douglas P. Goodrich           Director, FSI                    August 28, 2000


*_______________________
Stephen M. Bess               Director, FSI                    August 28, 2000


* Susan C. Santo, by signing her name hereto,  does sign this document on behalf
of the persons  indicated  above pursuant to powers of attorney duly executed by
such persons and filed with the Securities and Exchange Commission.


/s/ Susan C. Santo
Susan C. Santo
Attorney-in-Fact

<PAGE>
                            PLM EQUIPMENT GROWTH FUND

                                INDEX OF EXHIBITS


  Exhibit                                                                 Page

    4.     Limited Partnership Agreement of Registrant                     *

    4.1    Amendment  to Limited Partnership Agreement of Registrant       *

   10.1    Management Agreement between Registrant and PLM Investment      *
           Management, Inc.

   24.     Powers of Attorney                                             40-42

           Financial Statement required under Regulation S-X Rule 3-09:

   99.1    Boeing 767                                                     43-50


--------
 * Incorporated by reference. See page 23 of this report.



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