SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 16, 1994
American Income Partners III-A Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 0-16511 04-2962676
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification
No.)
Exchange Place, 14th Floor, Boston, MA 02109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 542-1200
_____________________________________________________________________________
(Former name or former address, if changed since last report.)
American Income Partners III-A Limited Partnership
Form 8-K
Page 2 of 2
ITEM 5 - OTHER EVENTS
This report on Form 8-K provides information concerning a change in the
ownership and control of American Finance Group ("AFG"), which is the sole
owner of AFG Leasing Incorporated, the Managing General Partner of
the Registrant. AFG Leasing Incorporated continues to be owned and controlled
by AFG. This event did not directly change the ownership and control of the
Registrant and therefore is reported under Item 5 ("Other Events") of Form
8-K. This report supplements disclosure provided in Note 8 of the
Registrant's financial statements filed on Form 10-Q for the quarter ended
September 30, 1994.
Change in the Ownership and Control of American Finance Group
In connection with the indebtedness of AFG Holdings (Massachusetts)
Limited Partnership ("Holdings Massachusetts") to its senior lender (the
"Senior Lender"), referred to in Note 1 of the Registrant's 1993 Annual Report
on Form 10-K, which was incurred by Holdings Massachusetts in 1990 to acquire
AFG and which was scheduled to mature on August 1, 1995, the management of AFG
and the Senior Lender agreed (i) that the Senior Lender would acquire all of
the outstanding equity interests in AFG Holdings (Illinois) Limited
Partnership and other affiliated parties in exchange for its security
interests, thereby causing a change in control of AFG, which event occurred on
December 16, 1994, and (ii) that the Senior Lender would sell all of the
interests it so acquired to GDE Acquisitions Limited Partnership, a
Massachusetts limited partnership entirely owned and controlled by Gary D.
Engle, President and Executive Committee Member of AFG, which event occurred
on December 16, 1994. As a result of such transactions, GDE Acquisitions
Limited Partnership acquired all of the assets, rights and obligations of AFG
from the Senior Lender and assumed control of AFG. This restructuring event
is not expected to affect the operations of the Registrant inasmuch as the
operational management of AFG will remain under the control of AFG's existing
executive group.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
American Income Partners III-A
Limited Partnership
(Registrant)
By: AFG Leasing Incorporated,
a Massachusetts corporation
and the Managing General
Partner of the Registrant.
By:/s/ GARY M. ROMANO
Gary M. Romano
Vice President and Controller
of American Finance Group and
the Managing General Partner
Date: January 4, 1995 (Principal Accounting Officer)
