AMERICAN INCOME 4 LTD PARTNERSHIP
SC 13D/A, 1996-10-11
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 1)*

                     American Income 4 Limited Partnership
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                      None
          -----------------------------------------------------------
                                 (CUSIP Number)

                      Gary D. Engle, President, AAL, Inc.
            98 North Washington Street, Boston, Massachusetts 02114
                                 (617) 854-5800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                               September 30, 1996
          -----------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less -of such class.)
(See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
 
                                 SCHEDULE 13D
- ---------------------                                   ---------------------
|CUSIP No. None     |                                   | Page 2 of 4 Pages |
- ---------------------                                   ---------------------
  

- --------------------------------------------------------------------------------
1.   |  NAME OF REPORTING PERSON
     |  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     |  Atlantic Acquisition Limited Partnership
     |  I.R.S. I.D. No. 04-3281675
- --------------------------------------------------------------------------------
2.   |  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a)[_]
     |                                                                  (b)[_]
- --------------------------------------------------------------------------------
3.   |  SEC USE ONLY
     |
- --------------------------------------------------------------------------------
4.   |  SOURCE OF FUNDS
     |
- --------------------------------------------------------------------------------
5.   |  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
     |  TO ITEMS 2(d) or 2(e)                                              [_]
     |
- --------------------------------------------------------------------------------
6.   |  CITIZENSHIP OR PLACE OF ORGANIZATION
     |  Massachusetts
     |
- --------------------------------------------------------------------------------
   NUMBER OF   | 7.  | SOLE VOTING POWER
    SHARES     |     | None
               |----------------------------------------------------------------
 BENEFICIALLY  | 8.  | SHARED VOTING POWER
   OWNED BY    |     | None
               |----------------------------------------------------------------
     EACH      | 9.  | SOLE DISPOSITIVE POWER
   REPORTING   |     | None
               |----------------------------------------------------------------
    PERSON     | 10. | SHARED DISPOSITIVE POWER
     WITH      |     | None
- --------------------------------------------------------------------------------
11.  |  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     |  None
     |
- --------------------------------------------------------------------------------
12.  |  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
     |  [_]
     |
- --------------------------------------------------------------------------------
13.  |  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     | 
- --------------------------------------------------------------------------------
14.  |  TYPE OF REPORTING PERSON
     |  PN
- --------------------------------------------------------------------------------
<PAGE>
 
                                 SCHEDULE 13D
- ---------------------                                   ---------------------
|CUSIP No. None     |                                   | Page 3 of 4 Pages |
- ---------------------                                   ---------------------

Item 1. Security and Issuer

  This Statement relates to units (the "Units") of limited partnership interest
  of American Income 4 Limited Partnership, a Massachusetts limited partnership
  (the "Partnership"), which has its principal executive offices at 98 North
  Washington Street, Boston, Massachusetts 02114.

Item 2. Identity and Background

  The person filing this Statement is Atlantic Acquisition Limited Partnership,
  a Massachusetts limited partnership ("Atlantic"). Atlantic was formed to
  acquire and hold the Units owned by it. The general partner of Atlantic is
  AAL, Inc. ("AAL"), a Massachusetts corporation whose sole activity is acting
  as the general partner of Atlantic. The executive officers and directors of
  Atlantic are Gary D. Engle and James A. Coyne, both of whom are U.S. citizens.
  Mr. Engle is the President of the Executive Committee of Equis Financial Group
  ("Equis"), and Mr. Coyne is Vice President of the Executive Committee of
  Equis. Mr. Engle also controls AAL. Equis is a Massachusetts general
  partnership engaged in the business of negotiating, arranging and managing the
  leasing, re-leasing, financing, refinancing and selling of equipment on lease
  to major corporations. The business address of each of Atlantic, AAL, Mr.
  Engle, Mr. Coyne and Equis is 98 North Washington Street, Boston,
  Massachusetts 02114.

  During the last five years, neither Atlantic nor, to the best of Atlantic's
  knowledge, any of the other persons named in this Item 2 (i) has been
  convicted in a criminal proceeding (excluding traffic violations or similar
  misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
  administrative body of competent jurisdiction and as a result of such
  proceeding was or is subject to a judgment, decree or final order enjoining
  future violations of, or prohibiting or mandating activities subject to,
  federal or state securities laws or finding any violation with respect to such
  laws.

Item 3. Source and Amount of Funds or Other Consideration

  Not applicable.

Item 4. Purpose of Transaction

  Not applicable.
<PAGE>
 
                                 SCHEDULE 13D
- ---------------------                                   ---------------------
| CUSIP No. None    |                                   | Page 4 of 4 Pages |
- ---------------------                                   ---------------------



Item 5. Interest in Securities of the Issuer

  Atlantic disposed of all 11,235 Units owned by it on September 30, 1996,
  transferring them to Equis.  No other person named in Item 2 owns any Units.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer

  Not applicable.

Item 7. Material to Be Filed as Exhibits

  Not applicable.

Signature

     After reasonable 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.

 
                            ATLANTIC ACQUISITION LIMITED 
     October  7, 1996       PARTNERSHIP
- ---------------------------
          Date

                            By: AAL, Inc., its general partner

                            By: /s/  Gary D. Engle
                                -------------------------------------
                                Name:  Gary D. Engle
                                Title:  President
 


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