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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
American Income 5 Limited Partnership
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(Name of Issuer)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number)
Gary D. Engle, President, Equis Corporation
98 North Washington Street, Boston, Massachusetts 02114
(617) 854-5800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 30, 1996
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(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 [X]. (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).
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SCHEDULE 13D
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CUSIP No. None Page 2 of 4 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Equis Financial Group
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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NUMBER OF 7. SOLE VOTING POWER
SHARES 10,407
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 10,407
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PERSON 10. SHARED DISPOSITIVE POWER
WITH None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,407
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
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14. TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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CUSIP No. None Page 3 of 4 Pages
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Item 1. Security and Issuer
This Statement relates to units (the "Units") of limited partnership interest
of American Income 5 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 Equis Financial Group ("Equis"). 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 general partners of
Equis are GDE Acquisition Limited Partnership ("GDE"), a Massachusetts limited
partnership, and Equis Corporation ("EC"), a Massachusetts corporation. The
general partner of GDE is EC. The sole activity of GDE is acting as the
general partner of Equis. The sole activity of EC is acting as the general
partner of Equis and GDE. Gary D. Engle is the sole executive officer and
director of EC and a U.S. citizen. Mr. Engle also controls EC. The business
address of each of Equis, GDE, EC and Mr. Engle is 98 North Washington Street,
Boston, Massachusetts 02114.
During the last five years, neither Equis nor, to the best of Equis'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
On September 30, 1996, Equis acquired 10,407 Units for an aggregate purchase
price of $496,170. Of such amount, 10% was paid in cash and the balance was
paid by delivery of Equis's promissory note in the principal amount of such
balance. The source of the funds used in making the purchase was the working
capital of Equis.
Item 4. Purpose of Transaction
Equis acquired the Units for investment purposes.
Item 5. Interest in Securities of the Issuer
Equis beneficially owns 10,407 Units, representing approximately 14.6% of the
outstanding Units. No other person named in Item 2 owns any Units. Equis has
sole
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SCHEDULE 13D
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CUSIP No. None Page 4 of 4 Pages
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power to vote and to dispose of the Units owned by it. Equis acquired
the Units owned by it from Atlantic Acquisition Limited Partnership, a
Massachusetts limited partnership controlled by Gary D. Engle.
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.
EQUIS FINANCIAL GROUP
October 7, 1996
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Date
By: GDE Acquisition Limited Partnership,
its general partner
By: Equis Corporation, its general partner
By: /s/ Gary D. Engle
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Name: Gary D. Engle
Title: President
