UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
----------------------
_X_QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
___TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
----------------------
Commission File No. 33-10122
----------------------
POLARIS AIRCRAFT INCOME FUND III,
A California Limited Partnership
State of Organization: California
IRS Employer Identification No. 94-3023671
201 Mission Street, 27th Floor, San Francisco, California 94105
Telephone - (415) 284-7400
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No ___
This document consists of 15 pages.
<PAGE>
POLARIS AIRCRAFT INCOME FUND III,
A California Limited Partnership
FORM 10-Q - For the Quarterly Period Ended March 31, 1995
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
a) Balance Sheets - March 31, 1995 and
December 31, 1994...................................3
b) Statements of Operations - Three Months Ended
March 31, 1995 and 1994.............................4
c) Statements of Changes in Partners' Capital
(Deficit) - Year Ended December 31, 1994
and Three Months Ended March 31, 1995...............5
d) Statements of Cash Flows - Three Months
Ended March 31, 1995 and 1994.......................6
e) Notes to Financial Statements.......................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...........11
Part II. Other Information
Item 1. Legal Proceedings.......................................13
Item 5. Other Information.......................................14
Item 6. Exhibits and Reports on Form 8-K........................14
Signature..........................................................15
2
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
<TABLE>
POLARIS AIRCRAFT INCOME FUND III,
A California Limited Partnership
BALANCE SHEETS
<CAPTION>
March 31, December 31,
1995 1994
---- ----
(Unaudited)
ASSETS:
<S> <C> <C>
CASH AND CASH EQUIVALENTS $ 17,004,786 $ 15,810,799
RENT AND OTHER RECEIVABLES 475,772 485,551
NOTES RECEIVABLE, net of allowances for credit
losses of $6,019,281 in 1995 and $5,006,929 in 1994 2,370,501 2,749,401
AIRCRAFT at cost, net of accumulated depreciation
of $65,732,124 in 1995 and $63,166,880 in 1994 62,527,365 65,092,609
AIRCRAFT INVENTORY 1,908,080 2,388,377
OTHER ASSETS 26,089 26,089
------------ ------------
$ 84,312,593 $ 86,552,826
============ ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):
PAYABLE TO AFFILIATES $ 65,385 $ 121,658
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 71,587 42,418
DEFERRED INCOME 521,781 521,781
------------ ------------
Total Liabilities 658,753 685,857
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner (1,368,739) (1,346,583)
Limited Partners, 500,000 units
issued and outstanding 85,022,579 87,213,552
------------ ------------
Total Partners' Capital 83,653,840 85,866,969
------------ ------------
$ 84,312,593 $ 86,552,826
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
POLARIS AIRCRAFT INCOME FUND III,
A California Limited Partnership
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
1995 1994
---- ----
REVENUES:
Rent from operating leases $ 2,272,596 $ 4,703,809
Interest 433,160 408,842
Lessee settlement 455,555 --
Other 157,609 --
----------- -----------
Total Revenues 3,318,920 5,112,651
----------- -----------
EXPENSES:
Depreciation 2,565,244 2,693,451
Management and advisory fees 113,630 226,002
Operating 7,893 1,965,706
Administration and other 67,504 60,322
----------- -----------
Total Expenses 2,754,271 4,945,481
----------- -----------
NET INCOME $ 564,649 $ 167,170
=========== ===========
NET INCOME ALLOCATED TO THE
GENERAL PARTNER $ 255,622 $ 1,376,534
=========== ===========
NET INCOME (LOSS) ALLOCATED TO
LIMITED PARTNERS $ 309,027 $(1,209,364)
=========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 0.62 $ (2.42)
=========== ===========
The accompanying notes are an integral part of these statements.
4
<PAGE>
POLARIS AIRCRAFT INCOME FUND III,
A California Limited Partnership
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Year Ended December 31, 1994 and
Three Months Ended March 31, 1995
General Limited
Partner Partners Total
------------- ------------- -------------
Balance, December 31, 1993 $ (1,066,735) $ 114,893,478 $ 113,826,743
Net income (loss) 2,497,930 (2,679,926) (181,996)
Cash distributions to partners (2,777,778) (25,000,000) (27,777,778)
------------- ------------- -------------
Balance, December 31, 1994 (1,346,583) 87,213,552 85,866,969
Net income 255,622 309,027 564,649
Cash distribution to partners (277,778) (2,500,000) (2,777,778)
------------- ------------- -------------
Balance, March 31, 1995 (Unaudited) $ (1,368,739) $ 85,022,579 $ 83,653,840
============= ============= =============
The accompanying notes are an integral part of these statements.
5
<PAGE>
POLARIS AIRCRAFT INCOME FUND III,
A California Limited Partnership
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
1995 1994
---- ----
OPERATING ACTIVITIES:
Net income $ 564,649 $ 167,170
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 2,565,244 2,693,451
Changes in operating assets and liabilities:
Decrease in rent and other receivables 9,779 39,258
Decrease in payable to affiliates (56,273) (78,637)
Increase (decrease) in accounts payable
and accrued liabilities 29,169 (11,500)
------------- -------------
Net cash provided by operating
activities 3,112,568 2,809,742
------------- -------------
INVESTING ACTIVITIES:
Net proceeds from sale of aircraft inventory 510,897 235,968
Inventory disassembly costs (30,600) --
Increase in notes receivable -- (249,934)
Principal payments on notes receivable 378,900 79,283
------------- -------------
Net cash provided by investing
activities 859,197 65,317
------------- -------------
FINANCING ACTIVITIES:
Cash distribution to partners (2,777,778) (15,277,778)
------------- -------------
Net cash used in financing
activities (2,777,778) (15,277,778)
------------- -------------
CHANGES IN CASH AND CASH
EQUIVALENTS AND SHORT-TERM
INVESTMENTS 1,193,987 (12,402,719)
CASH AND CASH EQUIVALENTS AND
SHORT-TERM INVESTMENTS AT
BEGINNING OF PERIOD 15,810,799 29,082,116
------------- -------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 17,004,786 $ 16,679,397
============= =============
The accompanying notes are an integral part of these statements.
6
<PAGE>
POLARIS AIRCRAFT INCOME FUND III,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Principles and Policies
In the opinion of management, the financial statements presented herein include
all adjustments, consisting only of normal recurring items, necessary to
summarize fairly Polaris Aircraft Income Fund III's (the Partnership's)
financial position and results of operations. The financial statements have been
prepared in accordance with the instructions of the Quarterly Report to the
Securities and Exchange Commission (SEC) Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto for the years ended December 31, 1994, 1993, and
1992 included in the Partnership's 1994 Annual Report to the SEC on Form 10-K
(Form 10-K).
Financial Accounting Pronouncements - The Partnership adopted SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," and the related SFAS No. 118
as of January 1, 1995. SFAS No. 114 and SFAS No. 118 require that certain
impaired loans be measured based on the present value of expected cash flows
discounted at the loan's effective interest rate; or, alternatively, at the
loan's observable market price or the fair value of the collateral if the loan
is collateral dependent. The Partnership had previously measured the allowance
for credit losses using methods similar to that prescribed in SFAS No. 114. As a
result, no additional provision was required by the adoption of this
pronouncement. The Partnership has recorded an allowance for credit losses equal
to the full amount of the following impaired loans as a result of issues
regarding their collection due to cash flow deficiencies of the lessee or
restrictions regarding the cash flow by the Bankruptcy Court. The Partnership
recognizes revenue on these loans only as payments are received.
As discussed in Note 2, the standstill agreement with Trans World Airlines, Inc.
(TWA) provides for a deferral of certain rents due the Partnership. The
Partnership recorded a note receivable and an allowance for credit losses equal
to the total of the deferred rents, the net of which is reflected in the
accompanying balance sheets. The note receivable and corresponding allowance for
credit losses will be reduced by the principal portion of payments received
which are scheduled to commence May 31, 1995. In addition, the Partnership
recognizes rental revenue and interest revenue as payments are received. The
deferred rents and corresponding allowance for credit losses were $2,600,000 and
$1,137,500 as of March 31, 1995 and December 31, 1994, respectively.
As discussed in Note 3, the modified leases with Continental Airlines, Inc.
(Continental) include an extended deferral of the dates when certain rental
payments are due the Partnership. The Partnership recorded a note receivable and
an allowance for credit losses equal to the total of the deferred rents, the net
of which is reflected in the accompanying balance sheets. The note receivable
and corresponding allowance for credit losses are reduced by the principal
portion of payments received. In addition, the Partnership recognizes rental
revenue and interest revenue in the period the deferred rental payments are
received. The deferred rents and corresponding allowance for credit losses were
$3,419,281 and $3,869,429 as of March 31, 1995 and December 31, 1994,
respectively. The Partnership has not recorded an allowance for credit losses on
the additional Continental notes described in Notes 3 and 4, as they are deemed
to be fully collectable.
7
<PAGE>
2. TWA Reorganization
As part of the TWA lease extension as discussed in the Form 10-K, the
Partnership agreed to share the cost of meeting certain Airworthiness Directives
after TWA reorganized in 1993. The agreement stipulates that such costs incurred
by TWA may be credited against monthly rentals, subject to annual limitations
and a maximum of $500,000 per aircraft through the end of the lease. In
accordance with the cost sharing agreement, TWA may offset an additional $1.95
million against rental payments, subject to annual limitations, over the
remaining lease terms.
In addition, as discussed in the Form 10-K, in October 1994, TWA notified its
creditors, including the Partnership, of a proposed restructuring of its debt.
Subsequently, GE Capital Aviation Services, Inc. (which, as discussed in the
Form 10-K, now provides certain management services to Polaris Investment
Management Corporation and Polaris Aircraft Leasing Corporation) negotiated a
proposed standstill agreement with TWA for the 46 aircraft that are managed by
GECAS. That agreement, which was subject to the approval of the owners of these
aircraft, was subsequently approved by PIMC. The agreement provides for a
moratorium of the rent due the Partnership in November 1994 and 75% of the rents
due the Partnership from December 1994 through March 1995, with the deferred
rents, which aggregate $2.6 million plus interest, being repaid in monthly
installments beginning in May 1995 through December 1995. The Partnership
recorded a note receivable and an allowance for credit losses equal to the total
of the deferred rents, the net of which is reflected in the accompanying balance
sheets. The Partnership will not recognize the rental amount deferred in 1994 of
$1,137,500 or the amount deferred in the first quarter of 1995 of $1,462,500 as
rental revenue until it is received.
In consideration for that partial rent moratorium, TWA agreed to make an initial
payment to the TWA lessors for whom GECAS provides management services and who
agreed to the proposed standstill agreement, including the Partnership. The
Partnership received as consideration for the agreement $157,568 in January
1995, which was recognized as other revenue in the accompanying statement of
operations for the three months ended March 31, 1995. In addition, TWA has
agreed to issue warrants to the Partnership for such amount of TWA Common Stock
as would have a value (based on the projected balance sheet provided by TWA in
connection with the restructuring) on December 31, 1997, on a fully diluted
basis, equal to the total amount of rent deferred. TWA has not concluded
agreements with all of its creditors regarding its proposed debt restructuring.
Thus, it remains uncertain whether TWA will file for protection under Chapter 11
of the Federal Bankruptcy Code.
3. Continental Lease Modification
As discussed in the Form 10-K, the Continental leases for the Partnership's
three Boeing 727- 200 aircraft and five Boeing 727-200 Advanced aircraft were
modified. The modified agreement specifies (i) extension of the leases for the
three 727-200s (which were subsequently sold to Continental as discussed in Note
4) to the earlier of April 1994 or 60,000 cycles, and for the five 727-200
Advanced aircraft to October 1996; (ii) renegotiated rental rates averaging
approximately 73% of the original lease rates; (iii) payment of ongoing rentals
at the reduced rates beginning in October 1991; (iv) payment of deferred rentals
with interest beginning in July 1992; and (v) payment by the Partnership of
certain aircraft maintenance, modification and refurbishment costs, not to
exceed approximately $3.2 million, a portion of which will be recovered with
interest through payments from Continental over the extended lease terms. The
Partnership's share of such costs will be capitalized and depreciated over the
remaining lease terms. The Partnership's balance sheets reflect the net
reimbursable costs incurred of $442,549 and $525,526 as of March 31, 1995 and
December 31, 1994, respectively, as notes receivable. Continental has submitted
to the Partnership for review invoices aggregating approximately $500,000 for
interior modifications on two of the Partnership's aircraft. The Partnership is
8
<PAGE>
currently reviewing the invoices and expects to finance the aggregate amount to
Continental during the second quarter of 1995, which will be repaid by
Continental with interest over the remaining lease terms of the aircraft.
In January 1995, the United States Bankruptcy Court approved an agreement
between the Partnership and Continental which specifies payment to the
Partnership by Continental of approximately $1.3 million as final settlement for
the return of six Boeing 727-100 aircraft, as discussed in the Form 10-K. The
Partnership received an initial payment of $311,111 in February 1995 and is
entitled to receive the balance of the settlement in equal monthly installments
of $72,222 through February 1996. The Partnership has received all payments due
from Continental for the settlement, which are recorded as revenue when
received. The Partnership recorded payments of $455,555 as revenue during the
first quarter of 1995.
On January 26, 1995, Continental announced a number of actual and proposed
changes in its operations and financial situation. In connection with those
changes, Continental indicated that it was discussing with certain of its major
lenders modifications to existing debt amortization schedules to enhance the
airline's capital structure. Continental stated that during those discussions it
would not be making payments to such lenders and lessors otherwise required
under the current contracts. The Partnership is not engaged in any such
discussions with Continental at the present time, and Continental has made all
payments due to the Partnership on a current basis to date. Note 6 contains a
further discussion of the Continental events subsequent to March 31, 1995.
4. Sale of Aircraft to Continental
The leases of three Boeing 727-200 aircraft to Continental expired on April 30,
1994 as discussed in Note 3. In May 1994, the Partnership sold these aircraft to
Continental for an aggregate sale price of $3,019,719. The Partnership agreed to
accept payment of the sale price in 29 monthly installments of $115,500, with
interest at a rate of 9.5% per annum. The Partnership recorded a note receivable
for the sale price and recognized a loss on sale of $3,588,919 in the second
quarter of 1994. The Partnership has received all scheduled payments due under
the note. The note receivable balance at March 31, 1995 and December 31, 1994
was $1,927,952 and $2,223,875, respectively.
5. Related Parties
Under the Limited Partnership Agreement, the Partnership paid or agreed to pay
the following amounts for the current quarter to the general partner, Polaris
Investment Management Corporation, in connection with services rendered or
payments made on behalf of the Partnership:
Payments for
Three Months Ended Payable at
March 31, 1995 March 31, 1995
-------------- --------------
Aircraft Management Fees $113,630 $ 23,000
Out-of-Pocket Administrative Expense
Reimbursement 73,585 24,705
Out-of-Pocket Maintenance and
Remarketing Expense Reimbursement 59,512 17,680
-------- --------
$246,727 $ 65,385
======== ========
9
<PAGE>
6. Subsequent Event
Continental Restructuring - In early April 1995, Continental announced that it
had successfully concluded discussions with The Boeing Company, as well as its
primary lender and the City and County of Denver, that would provide Continental
with approximately $370 million in cash deferrals and savings over the next two
years, and that it had reached a preliminary agreement with certain of its
lessors for additional cash deferrals.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Polaris Aircraft Income Fund III (the Partnership) owns a portfolio of 18 used
commercial jet aircraft and certain inventoried aircraft parts out of its
original portfolio of 38 aircraft. The portfolio includes 13 McDonnell Douglas
DC-9-30 aircraft leased to Trans World Airlines, Inc. (TWA) and five Boeing
727-200 Advanced aircraft leased to Continental Airlines, Inc. (Continental).
The Partnership transferred three McDonnell Douglas DC-9-10 aircraft, formerly
leased to Midway Airlines, Inc. (Midway), and six Boeing 727-100 aircraft,
formerly leased to Continental, to aircraft inventory. The inventoried aircraft
have been or are being disassembled for sale of their component parts. Of its
original aircraft portfolio, the Partnership sold one former Continental DC-9-10
aircraft in December 1992, one former Midway DC-9-10 aircraft in January 1993,
one former Aero California S.A. de C.V. DC-9-10 aircraft in September 1993, five
of the former Continental DC-9-10 aircraft at various dates in 1993, and three
former Continental Boeing 727-200 aircraft in May 1994.
Partnership Operations
The Partnership recorded net income of $564,649, or $0.62 per limited
partnership unit, for the three months ended March 31, 1995 compared to net
income of $167,170, or an allocated net loss of $2.42 per unit for the same
period in 1994. The improved operating results in the first quarter of 1995 as
compared to the same period in 1994 were primarily attributable to a decrease in
operating expense partially offset by a decrease in total revenues in 1995.
Operating expenses were higher in the first quarter of 1994 as compared to the
first quarter of 1995 as a result of maintenance expenses incurred from the
Partnership's leases to TWA. As described in Item 7 of the Partnership's 1994
Annual Report to the Securities and Exchange Commission on Form 10-K (Form
10-K), the Partnership agreed to share the cost of meeting certain Airworthiness
Directives (ADs) after TWA successfully reorganized in 1993. The agreement
stipulates that such costs incurred by TWA may be credited against monthly
rentals, subject to annual limitations and a maximum of $500,000 per aircraft
through the end of the leases. In accordance with the cost-sharing agreement,
during the first quarter of 1994, the Partnership recognized as operating
expense $1.95 million of these AD expenses. No operating expense was recognized
for these ADs during the first quarter of 1995.
The decrease in total revenues in the first quarter of 1995 as compared to the
first quarter of 1994 resulted primarily from a decrease in rental revenue, net
of related management fees, recognized from the leases with TWA. As discussed in
the Form 10-K, in October 1994, TWA proposed to its creditors, including the
Partnership, a restructuring of its debt. In December 1994, GE Capital Aviation
Services, Inc. (which, as discussed in the Form 10-K, now provides certain
management services to Polaris Investment Management Corporation and Polaris
Aircraft Leasing Corporation) negotiated a proposed standstill agreement with
TWA which was approved on behalf of the Partnership by the general partner
Polaris Investment Management Corporation. That agreement provides for a
moratorium on the rent due the Partnership in November 1994 and 75% of the rents
due the Partnership from December 1994 through March 1995, with the deferred
rents, which aggregate $2.6 million plus interest, being repaid by TWA in
monthly installments between May 1995 through December 1995. The Partnership
will not recognize the deferred rent as rental revenue until it is received,
including $1,462,500 deferred in the three months ended March 31, 1995. In
addition, the leases of three Boeing 727-200 aircraft to Continental expired in
April 1994 and the aircraft were subsequently sold to Continental in May 1994.
The Partnership recognized no rental revenue or deferred rental revenue on these
aircraft after April 1994.
11
<PAGE>
Partially offsetting the decline in rental revenue during 1995 as compared to
1994, the Partnership received $157,569 as consideration for the agreement with
TWA. The Partnership recognized the $157,569 as other revenue during the first
quarter of 1995. In addition, during the first quarter of 1995, the Partnership
recognized as revenue payments of $455,555 received from Continental in
accordance with the settlement agreement for the return of six Boeing 727- 100
aircraft, as discussed in the Form 10-K.
Liquidity and Cash Distributions
Liquidity - The Partnership has received from Continental all payments due under
the modified lease agreement, the aircraft sale agreement and the settlement
agreement for the return of the six Boeing 727-100 aircraft. In addition,
payments totaling $510,897 have been received during the three months ended
March 31, 1995 from the sale of parts from the nine disassembled aircraft and
have been applied against aircraft inventory.
As discussed above, the Partnership and TWA agreed to defer certain rents due
the Partnership totaling $2.6 million, to be repaid by TWA, with interest
beginning in May 1995 through December 1995. Until the deferred rents are repaid
by TWA in full, the negative impact on the Partnership's cash flows is
significant.
As described in the Form 10-K, the Continental leases provide for payment by the
Partnership of the costs of certain maintenance work, AD compliance, aircraft
modification and refurbishment costs, which are not to exceed approximately $3.2
million, a portion of which will be recovered with interest through payments
from Continental over the lease terms. As discussed above, the Partnership
agreed to share the cost of meeting certain ADs with TWA. In accordance with the
cost-sharing agreement, TWA may offset an additional $1.95 million against
rental payments, subject to annual limitations, over the lease terms. The
Partnership's cash reserves are being retained to meet the obligations under the
TWA leases and restructuring agreement and to finance potential future
modification costs for Continental, including modification costs aggregating
approximately $500,000 that the Partnership expects to finance during the second
quarter of 1995.
Cash Distributions - Cash distributions to limited partners during the three
months ended March 31, 1995 and 1994 were $2,500,000, or $5.00 per limited
partnership unit and $13,750,000, or $27.50 per unit, respectively. The timing
and amount of future cash distributions will depend upon the Partnership's
future cash requirements; continued receipt of the renegotiated rental payments
from Continental and TWA; the receipt of the deferred rental payments from TWA
and Continental; the receipt of modification financing payments from
Continental; the receipt of payments from Continental for the sale of three
Boeing 727-200 aircraft; the receipt of payments generated from the aircraft
disassembly process; and the receipt of payments from Continental as settlement
for the return of six Boeing 727-100 aircraft.
Continental Restructuring
As discussed in Notes 3 and 6 to the financial statements and in the Form 10-K,
in January 1995, Continental announced a number of actual and proposed changes
in its operations and financial situation. In early April 1995, Continental
announced that it had successfully concluded discussions with The Boeing
Company, as well as its primary lender and the City and County of Denver, that
would provide Continental with approximately $370 million in cash deferrals and
savings over the next two years, and that it had reached a preliminary agreement
with certain of its lessors for additional cash deferrals.
12
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
As discussed in Item 3 of Part I of Polaris Aircraft Income Fund III's (the
Partnership) 1994 Annual Report to the Securities and Exchange Commission on
Form 10-K (Form 10-K), there are a number of pending legal actions or
proceedings to which the Partnership is a party or to which any of its
properties are subject. Except as described below, there have been no material
developments with respect to any such actions or proceedings during the period
covered by this report.
Reuben Riskind, et al. v. Prudential Securities, Inc., et al. - Kidder, Peabody
& Co. has been added as an additional defendant by virtue of an Intervenor's
Amended Plea in Intervention filed on or about April 7, 1995.
Other Proceedings - Item 10 of Part III of the Partnership's 1994 Form 10-K
discusses certain actions which have been filed against Polaris Investment
Management Corporation and others in connection with the sale of interests in
the Partnership and the management of the Partnership. Except as described
below, there have been no material developments with respect to any of the other
actions described therein during the period covered by this report.
Cohen, et al. v. Kidder Peabody & Company, Inc., et al. - On or about March 31,
1995, this action was removed to the United States District Court for the
Southern District of Florida.
Adams, et al. v. Prudential Securities, Inc., et al. - On or about March 15,
1995, this action was removed to the United States District Court for the
Northern District of Ohio, Eastern Division. On March 17, 1995, certain
defendants, including Prudential Securities Corporation, filed a tagalong motion
to transfer this action to the consolidated Multi-District Litigation filed in
the United States District Court for the Southern District of New York, which is
described in Item 10 of Part III of the Partnership's 1994 Form 10-K.
13
<PAGE>
Item 5. Other Information
Effective March 31, 1995, Howard L. Feinsand resigned as Director and President
of Polaris Investment Management Corporation (PIMC). James W. Linnan, 53, has
assumed the position of Director and President of PIMC effective March 31, 1995.
Mr. Linnan has served PIMC in various capacities since April 1979, most recently
as Vice President.
Effective March 31, 1995, Rodney Sirmons resigned as Director of PIMC. Eric
Dull, 34, has assumed the position of Director of PIMC effective March 31, 1995.
Mr. Dull presently holds the position of Senior Vice President, Restructuring of
GE Capital Aviation Services, Inc. (GECAS).
Effective May 1, 1995, William C. Bowers resigned as Secretary of PIMC. Richard
L. Blume, 46, has assumed the position of Secretary of PIMC effective May 1,
1995. Mr. Blume presently holds the position of Executive Vice President and
General Counsel of GECAS.
Norman Liu, 38, has assumed the position of Vice President of PIMC effective May
1, 1995. Mr. Liu presently holds the position of Executive Vice President,
Capital Funding and Portfolio Management of GECAS.
Edward Sun, 45, has assumed the position of Vice President of PIMC effective May
1, 1995. Mr. Sun presently holds the position of Senior Managing Director,
Structured Finance of GECAS.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
27. Financial Data Schedules (Filed electronically only)
b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter for
which this report is filed.
14
<PAGE>
SIGNATURE
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
POLARIS AIRCRAFT INCOME FUND III,
A California Limited Partnership
(Registrant)
By: Polaris Investment
Management Corporation,
General Partner
May 10, 1995 By: /S/James F. Walsh
- ------------------------------- ------------------
James F. Walsh
Chief Financial Officer
(principal financial officer and
principal accounting officer of
Polaris Investment Management
Corporation, General Partner of
the Registrant)
15
<TABLE> <S> <C>
<ARTICLE>5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 17004786
<SECURITIES> 0
<RECEIVABLES> 2846273
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 130167569
<DEPRECIATION> 65732124
<TOTAL-ASSETS> 84312593
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 83653840
<TOTAL-LIABILITY-AND-EQUITY> 84312593
<SALES> 0
<TOTAL-REVENUES> 3318920
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2754271
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 564649
<INCOME-TAX> 0
<INCOME-CONTINUING> 564649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 564649
<EPS-PRIMARY> 0.62
<EPS-DILUTED> 0
</TABLE>
