JETSTREAM II L P
8-K, 2000-01-05
EQUIPMENT RENTAL & LEASING, NEC
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                       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 November 19, 1999
                                       -----------------



                               JETSTREAM II, L.P.
                               ------------------
             (Exact name of registrant as specified in its charter)



            Delaware                    0-16838                 84-1068932
            --------                    -------                 ----------
  State or other jurisdiction         Commission               IRS Employer
of incorporation or organization      File Number            Identification No.


3 World Financial Center, 29th Floor
New York, NY    Attn.:  Andre Anderson                          10285
- --------------------------------------                          -----
Address of principal executive offices                        Zip Code


Registrant's telephone number, including area code (212) 526-3183
                                                   --------------
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JETSTREAM II, L.P.


Item 5.      Other Events

On October 15, 1999, the Partnership mailed a Notice of Consent Solicitation and
Consent Solicitation Statement to unitholders whereby the General Partners
proposed the liquidation of the Partnership. The liquidation consists of: (1)
the sale of all of the Partnership's assets and the dissolution of the
Partnership pursuant to the proposed Plan of Liquidation and Dissolution; (2)
the amendment of the Partnership Agreement to permit the engagement of the
General Partners to market and sell the assets of the Partnership for a fee
pursuant to the terms of the Joint Marketing Agreement, dated July 13, 1999,
among each of the General Partners and the Partnership; and (3) the grant of
authority to the General Partners to take any action necessary or incidental and
consistent with the Partnership Agreement, the Plan of Liquidation and
Dissolution and the Joint Marketing Agreement to complete the foregoing on the
terms described in the Consent Solicitation Statement. The Consent Solicitation
terminated at 5:00 p.m. on November 19, 1999. The Partnership received the
required approval from the limited partner units entitled to vote. The result of
the voting was as follows:

       For          59.08%
       Against       2.20%
       Absentees      .61%

As a result of this vote, the General Partners intend to implement liquidation
on the terms described in the Consent Solicitation Statement.

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JETSTREAM II, L.P.


                                   SIGNATURES

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, thereunto duly authorized.



                           JETSTREAM II, L.P.


                           BY:  JET AIRCRAFT LEASING INC.
                                Administrative General Partner


Date:  January 5, 2000          BY:    /s/Michael T. Marron
                                       --------------------------------
                                Name:  Michael T. Marron
                                Title: Director, President, and
                                       Chief Financial Officer


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