<PAGE>
H
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------
AMERICAN INCOME PARTNERS III-C
LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)
ATLANTIC ACQUISITION LIMITED PARTNERSHIP
(BIDDER)
UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
COPY TO:
GARY D. ENGLE, PRESIDENT THOMAS F. GLOSTER III, ESQ.
AAL, INC. PEABODY & BROWN
98 NORTH WASHINGTON STREET 101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02114 BOSTON, MASSACHUSETTS 02110
(617) 854-5800 (617) 345-1141
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INTRODUCTION
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed by Atlantic Acquisition Limited Partnership, a
Massachusetts limited partnership (the "Purchaser"), relating to an offer by
the Purchaser to purchase up to 348,359 of the outstanding Units representing
limited partnership interests of American Income Partners III-C Limited
Partnership, a Massachusetts limited partnership, at a purchase price of $1.85
per Unit, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated August 18,
1995 (the "Offer to Purchase"), as amended by the supplementary Letter to
Unitholders dated September 27, 1995 (the "Supplementary Letter"), a copy of
which is attached hereto as Exhibit (a)(4), and the related Letter of
Transmittal (which together constitute the "Offer").
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(4) Form of Letter dated September 27, 1995 from Atlantic Acquisition
Limited Partnership to Unitholders.
2
<PAGE>
SIGNATURES
After due 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.
Dated: September 27, 1995
ATLANTIC ACQUISITION
LIMITED PARTNERSHIP
By: AAL, Inc., its general partner
/s/ Gary D. Engle
By: _________________________________
Name: Gary D. Engle
Title:President
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
------- ----------- -------------
<C> <S> <C>
99(a)(4) Form of Letter dated September 27, 1995 from Atlantic
Acquisition Limited Partnership to Unitholders.
</TABLE>
4
<PAGE>
ATLANTIC ACQUISITION
LIMITED PARTNERSHIP
98 North Washington Street
Boston, Massachusetts 02114
September 27, 1995
Dear Unitholder:
As described in the Offer to Purchase dated August 18, 1995 previously
provided to you, Atlantic Acquisition Limited Partnership (the "Purchaser") is
offering to purchase Units you own representing limited partnership interests
of American Income Partners III-C Limited Partnership, a Massachusetts limited
partnership (the "Partnership"), at a purchase price of $1.85 per Unit. The
Offer is for up to 348,359 of the outstanding Units of the Partnership.
In order to give Unitholders additional time to evaluate the Offer, the
Purchaser has decided to extend the date for the expiration of the Offer. The
Offer and withdrawal rights will now expire at 5 p.m., Eastern time, on
Friday, October 13, 1995, unless the Offer is further extended by the
Purchaser.
WE STRONGLY SUGGEST THAT UNITHOLDERS CONSULT WITH THEIR PERSONAL FINANCIAL
AND TAX ADVISORS IN EVALUATING THE FINANCIAL AND TAX IMPLICATIONS OF THE
OFFER.
ATLANTIC
ACQUISITION
LIMITED PARTNERSHIP
IF YOU HAVE ANY QUESTIONS, PLEASE CALL THE INFORMATION AGENT, D.F. KING &
CO., INC., AT 1-800-848-3051.
DEPOSITARY:
STATE STREET BANK AND TRUST COMPANY
By First Class Mail: By Facsimile:
(617) 774-4519
Corporate Reorganization
P.O. Box 9061 Confirm Facsimile
Boston, MA 02205-8686 by Telephone:
(617) 774-4511
H