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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
AIRFUND I International Limited Partnership
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(Name of Issuer)
Units Representing Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number)
Gary D. Engle, President, ONCI Corp.
88 Broad Street, Boston, Massachusetts 02110
(617)854-5800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 30, 1998
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
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SCHEDULE 13D
CUSIP No. None Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Old North Capital Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ / (b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7. SOLE VOTING POWER
SHARES 205,040
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 205,040
PERSON 10. SHARED DISPOSITIVE POWER
WITH None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,040
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14. TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. None Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER
This Statement relates to units (the "Units") representing
limited partnership interest of AIRFUND I International
Limited Partnership (the "Issuer"), which has its principal
executive offices at 88 Broad Street, Boston, Massachusetts
02110.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this Statement is Old North Capital Limited
Partnership (the "Partnership"). The Partnership is a
Massachusetts limited partnership engaged in the business of
acquiring, owning, leasing, financing, pledging and otherwise
encumbering, disposing of and otherwise dealing with real
and/or personal property, including economic interests in any
one or more other partnerships or entities or pursuant to any
contract, agreement or instrument. The general partner of the
Partnership is ONC I Corp. (the "General Partner"), a
Massachusetts corporation. The sole activity of the General
Partner is acting as the general partner of the Partnership.
Gary D. Engle, James A. Coyne and Geoffrey A. MacDonald are
the executive officers and directors of the General Partner;
each of them is a U.S. citizen. Mr. Engle is President and
Chief Executive Officer of Equis Corporation, the general partner
of Equis Financial Group Limited Partnership ("Equis"), Mr. Coyne is
Executive Vice President, Capital Markets, of Equis Corporation and
Mr. MacDonald is Chairman of Equis Corporation. Equis is a
Massachusetts limited partnership engaged primarily in the business
of managing leased assets and funds holding leased assets. Mr. Engle
controls the General Partner. Mr. Engle also controls the general
partner of the Issuer. The business address of each of the Partnership,
the General Partner and Mr. MacDonald is 88 Broad Street, Boston,
Massachusetts 02110. The business address of each of Equis,
Mr. Engle and Mr. Coyne is One Canterbury Green, Stamford,
Connecticut 06901.
During the last five years, neither the Partnership or Mr.
Engle, nor, to the best knowledge of the Partnership and Mr.
Engle, any of the other persons named in this Item 2, (i) has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 30, 1998, the Partnership acquired 200,000 Units
for an aggregate cash purchase price of $422,000.00, and on
February 12, 1998, the Partnership acquired 5,040 Units for an
aggregate cash purchase price of $5,544.00. The source of the
funds used in making the purchases was the working capital of
the Partnership.
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SCHEDULE 13D
CUSIP No. None Page 4 of 5 Pages
Item 4. Purpose of Transaction
The Partnership acquired the 200,000 Units and the 5,040 Units in
privately-negotiated transactions that were initiated by the
sellers. The Partnership did not acquire the Units with the
intent of influencing the general partner of the Issuer or the
business of the Issuer. The value of the Issuer's equipment
portfolio decreases over time due to depreciation resulting
from the age and usage of the equipment. As a result, the
Issuer's fixed costs related to operating as a public entity
increase as a percentage of the Issuer's equipment value. The
general partner of the Issuer, which like the Partnership, is
controlled by Mr. Engle, is evaluating a variety of
transactions that will reduce the Issuer's prospective costs
and therefore enhance the overall value of the Units. Such a
transaction could involve the sale of the Issuer's remaining
equipment or it could be one that would permit the
consolidation of the Issuer's expenses with other
similarly-organized leasing programs. The ability of the
general partner of the Issuer to conclude any such transaction
is conditioned on a number of factors, including the market
for used equipment, the market for securities of
equipment-leasing companies and the Issuer's ability to
resolve its currently outstanding litigation. There are no
assurances that any transaction will be effectuated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this Statement, the Partnership beneficially
owns 205,040 Units, representing approximately 6.7% of the
outstanding Units. No other person named in Item 2 owns any
Units. The Partnership has sole power to vote and to dispose
of the Units owned by it.
Except as described in Item 3 above, there have been no
transactions in Units of the Issuer by the Partnership or any
of the other persons identified in Item 2 above during the
60-day period prior to the date of this Statement.
Except for the partners comprising the Partnership, no other
person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Units owned by the Partnership.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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SCHEDULE 13D
CUSIP No. None Page 5 of 5 Pages
SIGNATURE
After reasonable 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.
OLD NORTH CAPITAL LIMITED
February 12, 1998 PARTNERSHIP
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Date
By: ONC I Corp., its general partner
By: /s/ Gary D. Engle
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Name: Gary D. Engle
Title: President
