AIRCRAFT INCOME PARTNERS L P
NT 10-Q, 1997-08-14
EQUIPMENT RENTAL & LEASING, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12b-25



                         Commission File Number 0-17785



                           NOTIFICATION OF LATE FILING
                                  (Check One):

   [ ]  Form 10-K    [ ]  Form 20-F    [ ]  Form 11-K    [x] Form 10-Q
   [ ]  Form N-SAR
     For Period Ended: June 30, 1997

     [  ]  Transition Report on Form 10-K
     [  ]  Transition Report on Form 20-F
     [  ]  Transition Report on Form 11-K
     [  ]  Transition Report on Form 10-Q
     [  ]  Transition Report on Form N-SAR
     For the Transition Period Ended:____________________________



  Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.



         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:




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<PAGE>
                    ________________________________________

                        Part I -- Registrant Information
                    ________________________________________


Full Name of registrant:      AIRCRAFT INCOME PARTNERS L.P.
Former Name if Applicable:
Address of Principal Executive
   Office (Street and Number):     411 WEST PUTNAM AVE
City, State and Zip Code:          GREENWICH CT 06830


                    ________________________________________

                       Part II -- Rules 12b-25(b) and (c)
                    ________________________________________


If the subject report could not be filed without  unreasonable effort or expense
and the  registrant  seeks relief  pursuant to Rule  12(b)-25(b),  the following
should be completed. (Check appropriate box)

[X]  (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense.

[X]  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K,  Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed
     on or before the fifteenth  calendar day following the prescribed due date;
     or the subject  quarterly  report or Form 10-Q, or portion  thereof will be
     filed on or before the fifth  calendar day  following  the  prescribed  due
     date; and

[ ]  (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.

                    ________________________________________

                              Part III -- Narrative
                    ________________________________________

State below in reasonable  detail the reasons why Form 10-K,  20-F,  11-K, 10-Q,
N-SAR, or the transition report or portion thereof could not be filed within the
prescribed period.

         As a result of certain  developments  regarding  a change in control of
         Presidio Capital Corp., the parent company of Integrated  Aircraft Fund
         Management Corp., the General Partner of the registrant, the registrant
         has not been able to prepare its Quarterly  Report on Form 10-Q for the
         quarter  ended June 30, 1997  without  unreasonable  effort or expense.
         Such Quarterly Report will be filed by August 19, 1997.
<PAGE>

                    _________________________________________

                          Part IV -- Other Information
                    _________________________________________


(1) Name  and  telephone   number  of  person  to  contact  in  regard  to  this
    notification:

     Douglas J. Lambert               (203)         862-7087
          (Name)                   (Area Code)  (Telephone Number)


(2) Have all other  periodic  reports  required under section 13 or 15(d) of the
    Securities  Exchange act of 1934 or section 30 of the Investment Company Act
    of 1940 during the  preceding 12 months or for such shorter  period that the
    registrant was required to file such report(s) been filed?  If the answer is
    no, identify report(s).

    [X] Yes   [  ] No


(3) Is it anticipated that any significant  change in results of operations from
    the  corresponding  period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion thereof?

    [ ] Yes   [X] No

    If so: attach an explanation of the anticipated change, both narratively and
    quantitatively,  and, if  appropriate,  state the  reasons why a  reasonable
    estimate of the results cannot be made.
<PAGE>
                          AIRCRAFT INCOME PARTNERS L.P.
                  --------------------------------------------
                  (Name of Registrant as specified in charter)



has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            Aircraft Income Partners L.P.

                                            By: Integrated Aircraft Fund
                                                  Management Corp.
                                                General Partner

Date:    August 14, 1997                    /s/ Douglas J. Lambert
         ---------------                    ------------------------------
                                            Douglas J. Lambert
                                            President and Chief Financial
                                              Officer


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