UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
FIDELITY LEASING INCOME FUND VI, L.P.
-------------------------------------
(Name of Issuer)
LIMITED PARTNERSHIP INTEREST UNITS
----------------------------------
(Title of Class of Securities)
LP0006-99-1
-----------
(CUSIP Number)
JAMES S. RILEY
2699 WHITE ROAD, SUITE 255
IRVINE, CA 91614
(949) 660-1144 X16
WITH A COPY TO:
LARRY A. CERUTTI, ESQ.
RUTAN & TUCKER, LLP
611 ANTON BLVD., SUITE 1400
COSTA MESA, CA 92626
(714) 641-5100
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
AUGUST 1, 2000
--------------------------------------------------------------------------------
(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 (however, see the
Notes).
<PAGE>
CUSIP No. LP0006-99-1 13D Page 2 of 10 Pages
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
JAMES S. RILEY
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions)
AF
________________________________________________________________________________
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
UNITED STATES
________________________________________________________________________________
7. Sole Voting Power
NUMBER OF 0(1)
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 6,255.897(1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0(1)
WITH _________________________________________________________________
10. Shared Dispositive Power
6,255.897(1)
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,255.897(1)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
8.3%(1)
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
________________________________________________________________________________
(1) Amounts represent beneficial ownership interest through ownership of
Odd Lot Liquidity Fund, LLC and Sierra Fund 4, LLC which own 2,838.897
Units and 3,417 Units, respectively, of the Limited Partnership
Interests of the Issuer.
<PAGE>
SCHEDULE 13D
CUSIP No. LP0006-99-1 13D Page 3 of 10 Pages
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
DANEA T. RILEY
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions)
AF
________________________________________________________________________________
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
UNITED STATES
________________________________________________________________________________
7. Sole Voting Power
NUMBER OF 0(1)
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 6,255.897(1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0(1)
WITH _________________________________________________________________
10. Shared Dispositive Power
6,255.897(1)
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,255.897(1)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
8.3%(1)
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
________________________________________________________________________________
(1) Amounts represent beneficial ownership interest, directly and by virtue
of marriage to James S. Riley, through ownership of Odd Lot Liquidity
Fund, LLC and Sierra Fund 4, LLC which own 2,838.897 Units and 3,417
Units, respectively, of the Units of the Limited Partnership Interests
of the Issuer.
<PAGE>
SCHEDULE 13D
CUSIP No. LP0006-99-1 13D Page 4 of 10 Pages
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ODD LOT LIQUIDITY FUND, LLC
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions)
WC
________________________________________________________________________________
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
CALIFORNIA
________________________________________________________________________________
7. Sole Voting Power
NUMBER OF 2,838.897(1)
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 6,255.897(1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 2,838.897(1)
WITH _________________________________________________________________
10. Shared Dispositive Power
6,255.897(1)
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,255.897(1)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
8.3%(1)
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IV
________________________________________________________________________________
(1) Amounts represent direct ownership by Odd Lot Liquidity Fund, LLC of
2,838.897 Units and beneficial ownership of 3,417 Units of the Limited
Partnership Interests of the Issuer by virtue of group membership
status and affiliate status with Sierra Fund 4, LLC.
<PAGE>
SCHEDULE 13D
CUSIP No. LP0006-99-1 13D Page 5 of 10 Pages
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SIERRA FUND 4, LLC
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions)
WC
________________________________________________________________________________
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
CALIFORNIA
________________________________________________________________________________
7. Sole Voting Power
NUMBER OF 3,417(1)
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 6,255.897(1)
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 3,417(1)
WITH _________________________________________________________________
10. Shared Dispositive Power
6,255.897(1)
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,255.897(1)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
8.3%(1)
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IV
________________________________________________________________________________
(1) Amounts represent direct ownership by Sierra Fund 4, LLC of 3,417 Units
and beneficial ownership of 2,838.897 Units of the Limited Partnership
Interests of the Issuer by virtue of group membership status and
affiliate status with Odd Lot Liquidity Fund, LLC.
<PAGE>
CUSIP NO. LP0006-99-1 Page 6 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
The securities that are the subject of this statement consist of
Limited Partnership Interest Units of Fidelity Leasing Income Fund VI, L.P. (the
"Issuer"). The name and the address of the principal executive offices of the
Issuer are as follows:
Freddie M. Kotek
3 North Columbus Boulevard
Philadelphia, PA 19106
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of each of James S. Riley, Danea
T. Riley, Odd Lot Liquidity Fund, LLC and Sierra Fund 4, LLC (collectively, the
"Reporting Persons").
(b) The business address of each of James S. Riley, Danea T. Riley, Odd
Lot Liquidity Fund, LLC and Sierra Fund 4, LLC is:
2699 White Road, Suite 255
Irvine, CA 91614
(c) (1) The principal occupation of James S. Riley is Managing
Member and President of Riley Bower Equities 2, LLC, Sierra Fund 4, LLC, Sierra
Fund 5, LLC, Odd Lot Liquidity Fund, LLC; Mr. Riley is also President of Selkirk
Capital Corp, a Nova Scotia (Canada) Unlimited Liability Company, General
Partner of Sierra Fund 3, a general partnership, and President of Riley Bower,
Inc.
(2) The principal occupation of Danea T. Riley is Controller
and Vice President of Riley Bower Equities 2, LLC, Sierra Fund 3, a general
partnership, Sierra Fund 4, LLC, Sierra Fund 5, LLC, Odd Lot Liquidity Fund,
LLC, Selkirk Capital Corp, a Nova Scotia (Canada) Unlimited Liability Company,
and Riley Bower, Inc.
(3) The principal business of Odd Lot Liquidity Fund, LLC is
investment in SEC registered limited partnership units.
(4) The principal business of Sierra Fund 4, LLC is investment
in SEC registered limited partnership units.
(d) None of the Reporting Persons has during the last five (5) years
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons was during the last five (5) years 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.
<PAGE>
CUSIP NO. LP0006-99-1 Page 7 of 10 Pages
(f) (1) James S. Riley is a United Stated citizen and resident of
California.
(2) Danea T. Riley is a United States citizen and resident of
California.
(3) Odd Lot Liquidity Fund, LLC is a California limited
liability company with its principal executive offices in Irvine, California.
(4) Sierra Fund 4, LLC is a California limited liability
company with its principal executive offices in Irvine, California.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Personal funds of James S. Riley and Danea T. Riley have been used
to acquire their current holdings of Odd Lot Liquidity Fund, LLC and Sierra Fund
4, LLC and, consequently the beneficial ownership in Limited Partnership
Interest Units of the Issuer.
(b) General working capital funds of Odd Lot Liquidity Fund, LLC in the
approximate amount of $99,361 have been used to acquire its current holdings of
2,838.897 Units of the Limited Partnership Interest of the Issuer in various
transactions since January 2000.
(c) General working capital funds of Sierra Fund 4, LLC in the
approximate amount of $119,595 have been used to acquire its current holdings of
3,417 Units of the Limited Partnership Interest of the Issuer in various
transactions since November 1998.
(d) None of the Reporting Persons has used borrowed funds to acquire
the subject securities.
(e) The subject securities transactions were all effected in the
ordinary course of business through purchase by Odd Lot Liquidity Fund, LLC and
Sierra Fund 4, LLC.
ITEM 4. PURPOSE OF TRANSACTION.
The purchases of the subject securities have been made for investment
purposes. None of the Reporting Persons has any plans or proposals that relate
to (i) any extraordinary corporate transaction, (ii) any sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries, (iii) any
change in the present Board of Directors or management of the Issuer, (iv) any
material change in the present capitalization or dividend policy of the Issuer,
(v) any other material change in the Issuer's business or corporate structure,
(vi) any changes in the Issuer's charter, bylaws or instruments or instruments
corresponding thereto, or other actions which may impede the acquisition of
control of the Issuer by any person, (vii) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (viii) a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (ix) any other
material changes to the operation, management, structure or financial condition
of the Issuer. The Reporting Persons intend to continue to conduct investment
activities related to the securities of the Issuer in the ordinary course of
business.
<PAGE>
CUSIP NO. LP0006-99-1 Page 8 of 10 Pages
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) (1) James S. Riley beneficially owns 6,255.897 Units of the
Limited Partnership Interest of the Issuer, which equals approximately 8.3% of
the total 75,294 outstanding Units of the Limited Partnership Interest of the
Issuer.
(2) Danea T. Riley beneficially owns 6,255.897 Units of the
Limited Partnership Interest of the Issuer, which equals approximately 8.3% of
the total 75,294 outstanding Units of the Limited Partnership Interest of the
Issuer.
(3) Odd Lot Liquidity Fund, LLC beneficially owns 6,255.897
Units of the Limited Partnership Interest of the Issuer, which equals
approximately 8.3% of the total 75,294 outstanding Units of the Limited
Partnership Interest of the Issuer.
(4) Sierra Fund 4, LLC beneficially owns 6,255.897 Units of
the Limited Partnership Interest of the Issuer, which equals approximately 8.3%
of the total 75,294 outstanding Units of the Limited Partnership Interest of the
Issuer.
(b) With respect to all Units of the Limited Partnership Interests of
the Issuer beneficially owned by the Reporting Persons, Odd Lot Liquidity Fund,
LLC, of which James S. Riley is Managing Member, has the sole voting power and
the sole disposition power over 2,838.897 Units and Sierra Fund 4, LLC, of which
James S. Riley is the Managing Member, has the sole voting power and the sole
disposition power over 3,417 Units; James S. Riley, and Danea T. Riley, by
virtue of direct ownership and marriage to each other, have shared voting power
and shared disposition power over 6,255.897 Units, Odd Lot Liquidity Fund, LLC
has shared voting power and shared disposition power over 6,255.897 Units and
Sierra Fund 4, LLC has shared voting power and shared disposition power over
6,255.897 Units. See Item 2 with respect to information regarding each person
with whom the power to vote or to direct the vote or to dispose or direct the
disposition of the subject securities is shared.
(c) (1) James S. Riley, by virtue of his ownership interest of Odd
Lot Liquidity Fund, LLC and Sierra Fund 4, LLC, acquired beneficial ownership of
131 Units of the Limited Partnership Interests of the Issuer at $35 per Unit
through purchase transactions conducted by Odd Lot Liquidity Fund, LLC and
Sierra Fund 4, LLC in the ordinary course of their respective businesses during
the last sixty days.
(2) Danea T. Riley, by virtue of direct ownership and a
marriage relationship with James S. Riley, acquired beneficial ownership of 131
Units of the Limited Partnership Interests of the Issuer at $35 per Unit through
purchase transactions conducted by Odd Lot Liquidity Fund, LLC and Sierra Fund
4, LLC in the ordinary course of their respective businesses during the last
sixty days.
(3) Odd Lot Liquidity Fund, LLC acquired beneficial ownership
of 131 Units of the Limited Partnership Interests of the Issuer through direct
acquisition of 27 Units and, by virtue of its group membership and affiliate
status with Sierra Fund 4, LLC, acquired beneficial ownership of 104 Units at
$35 per Unit in purchase transactions conducted by Odd Lot Liquidity Fund, LLC
and Sierra Fund 4, LLC, respectively, in the ordinary course of business during
the last sixty days.
(4) Sierra Fund 4, LLC acquired beneficial ownership of 131
Units of the Limited Partnership Interests of the Issuer through direct
acquisition of 104 Units and, by virtue of its group membership and affiliate
status with Odd Lot Liquidity Fund, LLC, acquired beneficial ownership of 27
Units at $35 per Unit in purchase transactions conducted by Sierra Fund 4, LLC
and Odd Lot Liquidity Fund, LLC, respectively, in the ordinary course of
business during the last sixty days.
<PAGE>
CUSIP NO. LP0006-99-1 Page 9 of 10 Pages
(d) No other person has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of Units of the Limited
Partnership Interests of the Issuer beneficially owned by James S. Riley, Danea
T. Riley, Odd Lot Liquidity Fund, LLC and Sierra Fund 4, LLC, respectively.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Each of Odd Lot Liquidity Fund, LLC and Sierra Fund 4, LLC is a party,
as are all Unit holders, to the Limited Partnership Agreement governing the
Issuer; neither James S. Riley nor Danea T. Riley is a party to this agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following agreement is filed as an exhibit to this Schedule 13D:
(1) Joint Filing Agreement among the Reporting Persons agreeing to
and approving the joint filing of this Schedule 13D.
<PAGE>
CUSIP NO. LP0006-99-1 Page 10 of 10 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.
Dated: November 20, 2000
/s/ James S. Riley
--------------------------------------
James S. Riley, Personally
/s/ Danea T. Riley
--------------------------------------
Danea T. Riley, Personally
ODD LOT LIQUIDITY FUND, LLC,
a California limited liability company
By: /s/ James S. Riley
-----------------------------------
James S. Riley, Managing Member
SIERRA FUND 4, LLC,
a California limited liability company
By: /s/ James S. Riley
-----------------------------------
James S. Riley, Managing Member
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
BY THIS JOINT FILING AGREEMENT (this "Agreement"), the undersigned
parties agree that a joint Schedule 13D filing concerning their respective
beneficial ownership interests of Units of Limited Partnership Interests of
Fidelity Leasing Income Fund VI, L.P. shall be filed on their behalf.
IN WITNESS WHEREOF, the undersigned parties have each executed this
Agreement as of November 20, 2000.
/s/ James S. Riley
--------------------------------------
James S. Riley, Personally
/s/ Danea T. Riley
--------------------------------------
Danea T. Riley, Personally
ODD LOT LIQUIDITY FUND, LLC,
a California limited liability company
By: /s/ James S. Riley
-----------------------------------
James S. Riley, Managing Member
SIERRA FUND 4, LLC,
a California limited liability company
By: /s/ James S. Riley
-----------------------------------
James S. Riley, Managing Member
