SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FINAL
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 0-19021
CYPRESS EQUIPMENT FUND, LTD.
(Exact name of Registrant as specified in its charter)
Florida 59-2927387
(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)
880 Carillon Parkway, St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (727) 573-3800
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 24,054
Title of Each Class
Units of Limited Partnership Interest
$1,000 per unit
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
------- -------
Number of shares outstanding of each of Registrant's classes of securities:
Number of Units
Title of Each Class at December 31, 1998
------------------- --------------------
Units of Limited Partnership 24,054
Interest: $1,000 per unit
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Parts III and IV - Form S-1 Registration Statement
and all amendments and Supplements thereto
File No. 33-27741
<PAGE>
PART I
Item 1. BUSINESS
General Development of Business -
The Registrant is a Florida limited partnership (the "Partnership")
composed of Cypress Equipment Management Corporation, a California
corporation and a wholly-owned subsidiary of Cypress Leasing Corporation,
as the Managing General Partner; RJ Leasing - 2, Inc., a Florida
corporation and a second-tier subsidiary of Raymond James Financial, Inc.,
as the Administrative General Partner; Raymond James Partners, Inc., a
Florida corporation and a wholly-owned subsidiary of Raymond James
Financial, Inc., as the other General Partner; and purchasers of
partnership units as Limited Partners.
Financial Information about Industry Segments -
The Registrant was engaged in only one industry segment, to acquire
transportation, manufacturing, industrial and other equipment (the
"Equipment") and lease the Equipment to third parties.
Narrative Description of Business -
The Partnership acquired and leased equipment which generated cash
distributions to the Limited Partners from leasing revenues and proceeds
from disposition.
The Partnership sold all its equipment and the partnership has been
dissolved.
The Registrant has no direct employees. The General Partners have
full and exclusive discretion in management and control of the Partnership.
Item 2. PROPERTIES
The Registrant commenced operations in December 1989 and dissolved the
Partnership as of December 31, 1998.
Item 3. LEGAL PROCEEDINGS
The Registrant is not a party to any legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of 1998.
<PAGE>
PART II
Item 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER
MATTERS
(a)The Registrant's limited partnership interests are not publicly
traded. There is no market for the Registrant's limited
partnership interests and it is unlikely that any will develop.
(b)Approximate number of equity security holders:
Number of Record Holders
Title of Each Class as of December 31, 1998
Units of Limited Partnership Interest 12289
General Partner Interests 3
Item 6. SELECTED FINANCIAL DATA
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total
Revenues $ 104,492 $2,277,122 $ 4,272,279 $ 6,411,824 $ 7,289,486
Net Income
(Loss) $ (454,573) $ 172,236 $ 1,580,331 $ 3,269,481 $ 2,356,051
Total Assets $ 0 $2,424,216 $ 8,753,118 $12,067,268 $18,759,210
Notes Payable $ 0 $ 0 $ 452,427 $ 2,647,239 $ 5,800,723
Distributions
to Limited
Partners Per
Limited
Partnership
Unit * $52.70 * $229.62 * $103.01 * $276.01
Outstanding - $68.57 - $286.48 - $119.19 - $285.00 $ 315.00
Earnings Per
Limited
Partnership
Unit
Outstanding $ (18.71) $ 7.09 $ 65.04 $ 134.56 $ 96.97
The selected financial data should be read in conjunction with the
financial statements and related notes appearing elsewhere in this report.
This statement is not covered by the auditor's opinion included elsewhere
in this report.
* Distributions during 1995, 1996, 1997 and 1998 varied with the month of
admission because of the commencement of the incentive fee.
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The Partnership terminated operations in 1998 and dissolved the
Partnership as of December 31, 1998.
Rental income decreased from $367,345 for the year ended December 31,
1997, to $0 for the year ended December 31, 1998. The Partnership has
completed its operations. Interest income decreased from $56,468 for the
year ended December 31, 1997 to $25,060 for the year ended December 31,
1998 mainly due to a lower average cash balance for investment. Interest
income on the Sales-Type Lease increased from $50,578 for the year ended
December 31, 1997 to $79,432 for the year ended December 31, 1998.
Interest expense decreased from $1,621 for the year ended December 31,
1997, to $0 for the year ended December 31, 1998. This decrease resulted
from all debt being retired during the intervening period. Depreciation
expense decreased to $0 for the year ended December 31, 1998 versus the
same period in 1997, because the Partnership had no depreciable basis of
equipment due to accounting for the sale-type lease.
Management Fee expense decreased due to no rental income for the year
ended December 31, 1998. Incentive fees decreased to $446,091 for the year
ended December 31, 1998 from $1,045,526 for the year ended December 31,
1997. Incentive fees decreased due to a lower amount of distributable
cash.
Equipment resale fees decreased to $80,125 for the year ended December
31, 1998 from $460,285 for the year ended December 31, 1997. The Equipment
resale fee was deferred, without interest, until the Limited Partners began
receiving cumulative cash distributions equal to payout plus an amount
equal to 8% of adjusted capital contributions per annum cumulative from
each limited partner's closing date.
During the year ended December 31, 1998 the Sales-Type lease was sold
to the lessee for a gain of $32,513. During the year ended December 31,
1997 Rental Equipment with an original cost of $10,470,886 was sold for a
gain of $1,802,731 and Rental Equipment Held for Sale with an original cost
of $7,391,859 was sold at a loss of $315,830.
The net effect of the above revenue and expense items resulted in a
net income of $172,236 for the year ended December 31, 1997, compared to a
net loss of $454,573 for the year ended December 31, 1998.
All Notes payable were paid off during the year ended December 31,
1997.
Liquidity and Capital Resources
The primary source of funds for the year ended December 31, 1998, was
the cash balance at December 31, 1997 of $1,440,050. These funds were
principally used to pay distributions of $1,455,462. As of December 31,
1998, the Partnership had $0 of Cash and Cash Equivalents.
Cash and Cash Equivalents at December 31, 1998, was $0. The
Partnership had net loss of $454,573 for the year ended December 31, 1998.
The changes in operating assets and liabilities, net cash used in operating
activities was $968,754. Cash provided by investing activities was
$984,166 primarily from the sale of the Sales-Type lease. Cash used in
financing activities totaled $1,455,462, which consisted of distributions
of $1,455,462.
Actual cash distributions for the year ended December 31, 1998 and
1997, were $1,455,462 and $6,243,565, respectively.
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CYPRESS EQUIPMENT FUND, LTD.
BALANCE SHEETS
DECEMBER 31,
1998 1997
---- ----
ASSETS
Rental Equipment, at Cost $ 0 $ 0
Less: Accumulated Depreciation 0 0
------------- -------------
0 0
Rental Equipment Held for Sale 0 0
Net Investment in Sales Type Lease 0 984,166
Rent Receivable 0 0
Prepaid Expense 0 0
Deferred Debt Costs (Net of Accumulated
Amortization of $141,481 and $135,298,
Respectively) 0 0
Cash and Cash Equivalents 0 1,440,050
------------ ------------
Total Assets $ 0 $ 2,424,216
============= =============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Interest Payable $ 0 $ 0
Unearned Interest - Short Term Lease 0 208,503
Payable to: General Partners 0 202,175
Affiliates 0 0
Others 0 0
Payable to Euro-Continental Reserve 0 11,552
Payable to Euro-Continental Deposit 0 59,950
Commissions Payable 0 32,000
Notes Payable 0 0
------------- -------------
Total Liabilities 0 514,180
------------- -------------
Partners; Equity:
Limited Partners (24,054 units outstanding
at December 31, 1998 and 1997) 209,688 2,100,625
General Partners (209,688) (190,589)
------------- -------------
Total Partners' Equity 0 1,910,036
------------- -------------
Total Liabilities and Partners' Equity $ 0 $ 2,424,216
============= =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
CYPRESS EQUIPMENT FUND, LTD.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996
---- ---- ----
Revenues:
Rental Income $ 0 $ 367,345 $ 3,096,716
Interest Income - S.T. Lease 79,432 50,578 0
Interest Income 25,060 56,468 64,540
Gain on Sale of Equipment 0 1,802,731 1,111,023
------------ ------------ ------------
Total Revenues 104,492 2,277,122 4,272,279
------------ ------------ ------------
Operating Expenses:
Loss on Sale of Rental
Equipment Held for Sale 0 315,830 14,713
Loss (Gain) on Sale of Other (32,513) 38,310 0
Management Fees-General
Partners 7,503 17,705 120,540
Incentive Fees-General
Partners 446,091 1,045,526 154,586
Resale Fees-General Partners 80,125 460,285 212,581
General Administrative:
Affiliate 11,921 31,216 49,504
Other 45,938 188,210 196,564
Interest Expense 0 1,621 139,402
Depreciation and Amortization 0 6,183 1,354,058
Write Down of Rental
Equipment Held for Sale 0 0 450,000
----------- ----------- -----------
Total Operating Expenses 559,065 2,104,886 2,691,948
----------- ----------- -----------
Net Income $ (454,573) $ 172,236 $ 1,580,331
============ ============ ============
Allocation of Net Income:
Limited Partners $ (450,027) $ 170,514 $ 1,564,528
General Partners (4,546) 1,722 15,803
------------ ------------ ------------
$ (454,573) $ 172,236 $ 1,580,331
============ ============ ============
Net Income per $1,000 Limited
Partnership Unit Outstanding $ (18.71) $ 7.09 $ 65.04
============ ============ ============
Number of Limited Partnership
Units 24,054 24,054 24,054
============ ============ ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
CYPRESS EQUIPMENT FUND, LTD.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE THREE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
Limited General Total
Partners' Partners' Partners'
Equity Deficit Equity
-------- -------- --------
Balance at December 31, 1995 $ 9,280,155 $(118,071) $ 9,162,084
Net Income - 1996 1,564,528 15,803 1,580,331
Distributions - 1996 (2,733,441) (27,609) (2,761,050)
------------ --------- -----------
Balance at December 31, 1996 8,111,242 (129,877) 7,981,365
Net Income - 1997 170,514 1,722 172,236
Distributions - 1997 (6,181,131) (62,434) (6,243,565)
----------- --------- ------------
Balance at December 31, 1997 2,100,625 (190,589) 1,910,036
Net Income - 1998 (450,027) (4,546) (454,573)
Distributions - 1998 (1,440,909) (14,554) (1,455,463)
------------ --------- ------------
Balance at December 31, 1998 $ 209,688 $ (209,688) $ 0
============ =========== ============
The accompanying notes are an integral part
of these financial statements.
<PAGE>
CYPRESS EQUIPMENT FUND, LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996
---- ---- ----
Cash Flows from Operating
Activities:
Net Income $ (454,573) $ 172,236 $ 1,580,331
Adjustments to Reconcile Net
Income to Net Cash Provided
by Operating Activities:
(Gain) Loss on Sale of
Equipment 0 (1,802,731) (1,111,023)
Depreciation and Amortization 0 6,183 1,354,058
Write Down of Rental
Equipment Held for Sale 0 0 450,000
Changes in Operating Assets
and Liabilities:
Decrease in Rental Equipment
Held for Sale 0 3,558,111 179,033
(Increase) Decrease in Rent
Receivable 0 385,128 53,229
(Increase) Decrease in
Prepaid Expenses 0 4,425 (4,425)
Increase (Decrease) in
Interest Payable 0 (8,106) (34,976)
Decrease in Commissions
Payable (32,000) 0 0
Increase (Decrease) in
Payable to:
General Partners (202,176) (63,328) 195,916
Affiliates 0 (5,446) 5,446
Other 0 63,231 22,682
Increase (Decrease) in
Unearned Interest (208,503) 208,503 0
Increase (Decrease) in
Unearned Revenue 0 0 (43,687)
Decrease in Payable-Euro
Continental Reserve and
Deposit (71,502) 0 0
------------ ------------ ------------
Net Cash Provided by (Used
In) Operating Activities (968,754) 2,518,206 2,646,584
------------ ------------ ------------
Cash Flows from Investing
Activities:
Increase (Decrease) in
Accounts Payable to Others 0 0 (84,000)
Proceeds from Sale of Equipment 0 5,659,831 2,516,686
Investment in Sales Type Lease 984,166 (984,166) 0
----------- ----------- -----------
Net Cash Provided by (Used
In) Investing Activities 984,166 4,675,665 2,432,686
----------- ----------- -----------
Cash Flows from Financing
Activities:
Payment of Notes Payable 0 (452,427) (2,194,812)
(Increase) Decrease in
Deferred Debt Costs 0 (5,324) (4,258)
Distribution to Limited
Partners (1,440,908) (6,181,131) (2,733,441)
Distributions to General
Partners (14,554) (62,434) (27,609)
----------- ----------- -----------
Net Cash Provided by (Used
In) Financing Activities (1,455,462) (6,701,314) (4,960,120)
----------- ----------- -----------
Increase (Decrease) in Cash and
Cash Equivalents (1,440,050) 492,557 119,150
Cash and Cash Equivalents at
Beginning of Period 1,440,050 947,493 828,343
----------- ----------- -----------
Cash and Cash Equivalents at
End of Period $ 0 $ 1,440,050 $ 947,493
=========== =========== ===========
Supplemental Cash Flow Information:
Interest Paid $ 1,621 $ 9,727 $ 174,378
============ =========== ===========
Supplemental Schedule of Non-Cash Investing Activities:
In 1996, Rental Equipment with a cost of $6,205,669 and a net book value of
$2,432,180 (after the write down of $175,000) was transferred to Rental
Equipment Held for Sale.
The leasing of equipment previously held for sale resulted in a non-cash
reclassification in August 1997 causing an increase in Rental Equipment of
$768,054 and a decrease in Rental Equipment Held for Sale of $768,054.
The accompanying notes are an integral part
of these financial statements.
<PAGE>
CYPRESS EQUIPMENT FUND, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 1 - ORGANIZATION
Cypress Equipment Fund, Ltd. (the "Partnership"), a Florida limited
partnership, was formed March 3, 1989, for the purpose of acquiring and
leasing transportation, manufacturing, industrial and other equipment. The
Partnership commenced operations on December 1, 1989 and terminated on
December 31, 1998. The Partnership received Limited and General Partners'
capital contributions of $24,054,000 and $2,000, respectively.
Cypress Equipment Management Corporation, a California corporation and
a wholly-owned subsidiary of Cypress Leasing Corporation, is the Managing
General Partner; RJ Leasing - 2, Inc., a Florida corporation and a second-
tier subsidiary of Raymond James Financial, Inc., is the Administrative
General Partner; and Raymond James Partners, Inc., a Florida corporation
and a wholly-owned subsidiary of Raymond James Financial, Inc., is the
other General Partner.
Cash distributions, subject to payment of the equipment management
fees, and profits and losses of the Partnership were allocated 99% to the
Limited Partners and 1% to the General Partners. The General Partners were
paid an incentive management fee equal to 3.4593% of the cash available for
distribution to the extent that an individual Limited Partner's share of
such distribution caused that individual Limited Partner's cumulative cash
distributions to exceed that Limited Partner's capital contribution. For
those Limited Partners who received cumulative cash distributions equal to
his capital contributions plus an amount equal to 8% of adjusted capital
contributions per annum, the General Partners were paid a management fee
equaling 23.4593% of cash available for distributions and an equipment
resale fee for the sales price of the equipment times the lesser of one
half of any brokerage fee paid for services in connection with the sale of
equipment or 3% of the sales price of the equipment.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Partnership utilizes the accrual basis of accounting whereby
revenues are recognized when earned and expenses are recognized as
obligations when incurred.
Cash and Cash Equivalents
It is the Partnership's policy to include all money market funds,
commercial paper, and banker's acceptances with an original maturity of
three months or less in Cash and Cash Equivalents.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates that affect
certain reported amounts and disclosures. These estimates are based on
management's knowledge and experience. Accordingly, actual results could
differ from these estimates.
Offering and Commission Costs
Offering and commission costs were charged against Limited Partners'
Equity upon admission of Limited Partners.
Leases
Operating
The Partnership accounts for its leases in accordance with the
operating method. Under the operating method of accounting, the leased
equipment is recorded as an asset at cost and depreciated on the declining
balance method using an eight to twelve year life. Rental income is
recognized ratably over the terms of the leases.
The Partnership's policy is to periodically review the estimated
future rental income including remarketing of its leased equipment ("Future
Revenues"). Should such review indicate that estimated Future Revenues
will not exceed expenses including depreciation in any future period, the
Partnership will revise its depreciation policy as appropriate.
Sales-Type Lease
The Partnership owned one sales-type lease. When the Partnership
entered into the lease, the present value of the sum of the minimum lease
payments receivable from the lessee was reported as the sales price and the
net book value of the equipment was the cost. The Investment in Sales-Type
Lease is reported at the present value of the sum of the minimum lease
payments, using the interest rate implicit in the lease as the discount
factor. The difference between the sum of the minimum lease payments and
the present value of the sum of the minimum lease payments is reported as
unearned income, which is amortized over the remaining lease term using the
interest method.
Rental Equipment Held for Sale
The Partnership's policy is to periodically review the market value of
Rental Equipment Held for Sale with its net book value. Should such a
review indicate that the net book value exceeds the market value, an
additional write down will be taken. The net book value of Rental
Equipment Held for Sale exceeded market value resulting in a write down of
$450,000 for the year ended December 31, 1997.
Income Taxes
Federal and state income tax regulations provide that taxes on the
income or loss of the Partnership are reportable by the Partners in their
individual income tax returns. Accordingly, no provision for such taxes
has been made.
Per Unit Computations
Per unit computations are based on the number of $1,000 limited
partnership units outstanding as follows: 24,054 units outstanding for the
period from January 1, 1996 through December 31, 1998.
Reclassifications
For comparability, the 1996 and 1997 figures have been reclassified
where appropriate to conform to the financial statement presentation used
in 1998.
NOTE 3 - RELATED PARTY TRANSACTIONS
General Partners
The General Partners have contributed a total of $2,000 to the
Partnership.
Equipment management fees of $7,503, $17,705, and $153,163 (5% of
gross rentals from rental equipment subject to operating leases, 2% of
gross rentals from rental equipment subject to full payout leases, or 1% of
gross rentals from rental equipment subject to operating leases for which
the Administrative and Managing General Partners arrange for and actively
supervise the performance of services); incentive management fees of
$446,091, $1,045,526, and $154,586; and equipment resale fees of $80,125,
$460,285, and $212,581 were paid or accrued to the Administrative and
Managing General Partners in 1998, 1997, and 1996, respectively. Gross
rentals for purposes of calculating equipment management fees include cash
revenues received by the Partnership subsequent to the date of purchase,
including cash revenues that relate to periods prior to the date of
purchase.
Affiliates of the General Partner
The following amounts were paid or accrued to affiliates of the
Administrative General Partner: $11,921 in 1998, $31,216 in 1997, and
$49,504 in 1996 for reimbursement of general and administrative expenses on
an accountable basis.
NOTE 6 - TAXABLE INCOME
The Partnership's taxable income differs from financial income
primarily due to depreciation which is recorded under the Modified
Accelerated Cost Recovery System (MACRS). The following is a
reconciliation between net income as reported and Partnership income for
tax purposes:
1998 1997 1996
---- ---- ----
Net income per financial $ (454,573) $ 172,236 $ 1,580,331
statements
Tax gain in excess of (less
than) financial gain on sale
of equipment 0 1,380,220 (621,213)
Tax depreciation less than
(in excess of) financial
depreciation 0 0 288,293
------------ ------------ ------------
Partnership income for tax
purposes $ (454,573) $ 1,552,456 $ 1,247,411
============= ============= =============
NOTE 7 - MAJOR LESSEE INFORMATION
The Sales-Type lease provided $79,432 of interest income for the year
ended December 31, 1998.
Two lessees accounted for $77,025 and $290,320 of rental income for
the year ended December 31, 1997. Three lessees accounted for $1,848,616,
$528,000, and $468,517 of rental income for the year ended December 31,
1996.
NOTE 8 - OTHER
As the Partnership sold its last remaining asset in 1998, the
Partnership has ceased its operations. Dissolution has occurred as of
December 31, 1998.
Item 9. Disagreements on Accounting and Financial Disclosures
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding the officers and directors of the General
Partners is listed within the section captioned "Management" on pages 40
through 43 of the Prospectus which is incorporated herein by reference.
Item 11. Executive Compensation
The Partnership has no directors or officers. See Item 13 for
compensation to the General Partners and affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The General Partners of Cypress Equipment Fund, Ltd., as purchasers of
Partnership units, own 0 units of the outstanding securities of the
Partnership as of December 31, 1998. Given below is information regarding
ownership of units by directors and officers of the General Partners of
Cypress Equipment Fund, Ltd.:
Number of Limited
Name of Partnership Units
Beneficial Owner Individually Owned % of Class
John M. McDonald 10 .04
The Registrant is a Limited Partnership and therefore does not have
voting securities. To the knowledge of the Partnership, no person owns of
record, or beneficially, more than 5% of the Partnership's outstanding
units.
Item 13. Certain Relationships and Related Transactions
The Partnership has no officers or directors. However, under the
terms of the public offering, various kinds of compensation and fees are
payable to the General Partners and their affiliates during the
organization and operations of the Partnership. The amounts and kinds of
compensation and fees are described on pages 8 through 10 of the Prospectus
under the caption "Management Compensation", which is incorporated herein
by reference. See Note 3 of Notes to Financial Statements in Item 8 of the
Annual Report on Form 10-K for amounts accrued or paid to the General
Partners and their affiliates during the periods ended December 31, 1998,
December 31, 1997, and December 31, 1996.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-
K
a. (1)Financial Statements -
(2)Financial Statement Schedules -
V. Rental Equipment.
VI. Accumulated Depreciation of Rental Equipment.
* All other schedules are omitted because they are not
applicable or not required, or because the required
information is shown in the financial statements or in the
notes thereto.
(3)Exhibit Index -
Table
Number Page
2 Plan of liquidation, organization,
arrangement, liquidation, or succession ***
3 Articles of incorporation and by-laws *
4 Instruments defining the rights of
security holders, including debentures *
9 Voting Trust Agreement ***
10 Material Contracts ***
11 Computation of per share earnings ***
12 Computation of ratios ***
13 Annual report to security holders ***
18 Letter re: change in accounting
principles ***
19 Previously unfiled documents ***
22 Subsidiaries of the Registrant ***
23 Published report regarding matters
submitted to vote of security holders ***
24 Consents of experts and counsel ***
25 Power of Attorney *
28 Additional Exhibits
28.01 Option Agreement, dated as of July
31, 1989, between Steiner Financial
Corporation, ("Grantor") and Cypress
Equipment Fund, Ltd. ("Purchaser"). **
28.02 Security Agreement made the 1st day
of December, 1989, by and between
Steiner Financial Corporation
("Secured Party") and Cypress
Equipment Fund, Ltd. "Debtor"). **
28.03 Indemnification Agreement dated as of
December 1, 1989 by RJ Leasing - 2,
Inc. and Raymond James Partners, Inc.
(collectively referred to as the
"General Partners") in favor of
Steiner Financial Corporation, its
officers, directors, employees,
agents, subsidiaries, and affiliates
(collectively the "Indemnities"). **
28.04 Indemnification Agreement dated as of
December 1, 1989 by Cypress Equipment
Management Corporation ("Cypress") in
favor of Steiner Financial Corporation,
its officers, directors, employees,
agents, subsidiaries and affiliates
(collectively, the "Indemnities"). **
28.05 Promissory Note dated December 1,
1989 between Cypress Equipment Fund,
Ltd. ("Borrower") and Steiner
Financial Corporation ("Lender") in
the amount of $850,000. **
28.06 Purchase Agreement dated December 1,
1989, between Steiner Financial
Corporation ("Seller") and Cypress
Equipment Fund, Ltd. ("Purchaser"). **
28.07 Lease of Railroad Equipment dated as
of June 15, 1974, between First
Security Bank of Utah, N.A. (Lessor)
as Owner Trustee under a Trust
agreement dated as of June 15, 1974
with First Security Leasing Company
or its successors and assigns
(Beneficiary) and Grand Trunk Western
Railroad Company (Lessee). **
28.08 Assignment and Assumption Agreement
entered into as of December 1, 1989,
between Steiner Financial Corporation
("Seller") and Cypress Equipment
Fund, Ltd. ("Purchaser"). **
28.09 Amendment No. 1 to Trust Agreement
dated as of June 15, 1974 between
Steiner Financial Corporation and
First Security Bank of Utah, N.A.,
dated as of November 27, 1989,
acknowledged and agreed to by Cypress
Equipment Fund, Ltd. **
28.10 Purchase Agreement dated December 1,
1989, between Steiner Financial
Corporation ("Seller") and Cypress
Equipment Fund, Ltd. ("Purchaser"). **
28.11 Equipment Lease Agreement No. 6,
dated as of November 1, 1982 between
First Security Bank of Utah, National
Association, as trustee of USS Trust
No. 6 (Lessor), and United States
Steel Corporation (Lessee). **
28.12 Bill of Sale dated as of the 15th day
of November, 1989, between First
Security Bank of Utah, N.A. (the
"Seller") and Steiner Financial
Corporation (the "Buyer"). **
28.13 Assignment & Assumption Agreement
entered into as of the 15th day of
November, 1989, by and between First
Security Bank of Utah, N.A., as
trustee of USS Trust No. 6
("Assignor") and Steiner Financial
Corporation ("Assignee"). **
28.14 Assignment and Assumption Agreement
entered into as of December 1, 1989,
between Steiner Financial Corporation
("Seller") and Cypress Equipment
Fund, Ltd., a Florida limited
partnership ("Purchaser"). **
28.15 Purchase Agreement dated January 16,
1990, between Steiner Financial
Corporation ("Seller") and Cypress
Equipment Fund, Ltd. ("Purchaser"). **
28.16 Lease of Railroad Equipment dated as
of June 1, 1977 between Consolidated
Rail Corporation and First Security
Bank of Utah, National Association,
not in its individual capacity but
solely as Trustee under a Trust
Agreement dated as of the date hereof
with Steiner, Sea, Air & Rail Co., CI
Transportation Leasing Corporation
and The Fifth Third Leasing Company. **
28.17 Assignment and Assumption Agreement
entered into as of January 16, 1990,
between Steiner Financial Corporation
("Seller") and Cypress Equipment
Fund, Ltd. ("Purchaser"). **
28.18 Amendment No. 1 to Trust Agreement
dated as of June 1, 1977 between
Steiner Sea, Air & Rail Co., (n/k/a
Steiner Financial Corporation) CI
Transportation Leasing Corporation
(n/k/a Sanwa Business Credit
Corporation) and General Electric
Railcar Services Corporation
(assignee of The Fifth Third Leasing
Company) (the "Owners") and First
Security Bank of Utah, N.A. (the
"Trustee"), dated as of December 29,
1989, acknowledged and agreed to by
Cypress Equipment Fund, Ltd. **
28.19 Trust Agreement dated as of June 1,
1977 between Steiner Sea, Air & Rail
Co., CI Transportation Leasing
Corporation and The Fifth Third
Leasing Company as Owners, and First
Security Bank of Utah, National
Association as Trustee. **
28.20 Purchase Agreement dated January 16,
1990, between Grand Trunk Western
Railroad Company and Cypress
Equipment Fund, L.P.. **
28.21 Asset Purchase Agreement dated as of
July 12, 1990 between SH Leasing,
Inc., and Cypress Equipment Fund,
Ltd. **
28.22 Assignment and Assumption Agreement
dated July 12, 1990 between SH
Leasing, Inc. and Cypress Equipment
Fund, Ltd. **
28.23 Private Act of Sale and Assumption of
Mortgage between SH Leasing, Inc.
(Vendor) and Cypress Equipment Fund,
Ltd. (Vendee), dated the 11th day of
July, 1990. **
28.24 Residual Sharing Agreement made as of
July 12, 1990 between Cypress
Equipment Fund, Ltd. and SH Leasing,
Inc. **
28.25 Lease Agreement dated as of July 15,
1974 among Unilease No. 10, Inc., as
Lessor and System Fuels, Inc., as
Lessee and Middle South Utilities,
Inc. **
28.26 Lease of Railroad Equipment dated as
of October 30, 1990 between Cypress
Equipment Fund, Ltd. ("Lessor") and
CSX Transportation, Inc. ("Lessee"). **
28.27 Memorandum of Lease of Railroad
Equipment dated as of November 28,
1990 between Cypress Equipment Fund,
Ltd. ("Lessor") and CSX
Transportation, Inc. ("Lessee"). **
28.28 Purchase Agreement dated November
30, 1990 between Helm Financial
Corporation ("Seller") and Cypress
Equipment Fund, Ltd. ("Purchaser"). **
28.29 Purchase Agreement dated November
30, 1990 between American Security
Bank, N.A. ("Seller") and Cypress
Equipment Fund, Ltd. ("Purchaser"). **
28.30 Purchase Agreement dated November
30, 1990 between Great American
Insurance Company ("Seller") and
Cypress Equipment Fund, Ltd.
("Purchaser"). **
28.31 Memorandum of Security Agreement
dated as of December 3, 1990 between
Cypress Equipment Fund, Ltd. (the
"Debtor") and The Philadelphia
National Bank (the "Secured Party")
incorporated as CoreStates Bank,
N.A. **
28.32 Non-recourse Promissory Note in the
amount of $735,653.60 dated December
3, 1990 between Cypress Equipment
Fund, Ltd. ("Maker") and The
Philadelphia National Bank
incorporated as CoreStates Bank,
N.A. ("Payee"). **
28.33 Security Agreement dated as of
December 3, 1990 between Cypress
Equipment Fund, Ltd. (the "Debtor")
and The Philadelphia National Bank
incorporated as CoreStates Bank,
N.A. (the "Secured Party"). **
28.34 Bill of Sale dated December 3, 1990
between American Security Bank, N.A.
("Seller") and Cypress Equipment
Fund, a Florida Limited Partnership
Purchaser"). **
28.35 Bill of Sale dated December 3, 1990
between Great American Insurance
Company ("Seller") and Cypress
Equipment Fund, Ltd. ("Purchaser"). **
28.36 Bill of Sale dated December 3, 1990
between Helm Financial Corporation
("Seller") and Cypress Equipment
Fund, a Florida Limited Partnership
Purchaser"). **
28.37 Bill of Sale between American
Security Bank, N.A. ("Seller") and
Cypress Equipment Fund, a Florida
Limited Partnership ("Purchaser"). **
28.38 Assignment of Lease executed and
delivered as of December 3, 1990
from Cypress Equipment Fund, Ltd.
("Assignor") to The Philadelphia
National Bank incorporated as
CoreStates Bank, N.A. **
28.39 Consent and Agreement executed and
delivered as of November 28, 1990
between CSX Transportation, Inc. and
The Philadelphia National Bank
incorporated as CoreStates Bank,
N.A. **
28.40 Rail Equipment Exchange Agreement
dated as of November 14, 1990
between David R. Eckles and Brad S.
Wind. **
28.41 Assignment, Assumption and Consent
Agreement entered into July 8, 1986
between Helm Financial Corporation,
Brian D. Stucker, and The
Philadelphia National Bank. **
28.42 Purchase and Sale Agreement made as
of November 26, 1990 by and among
Cypress Equipment Fund, L.P.
("Purchaser") and American Finance
Group ("Seller"). **
28.43 Schedule 1, Assignment and
Assumption Agreement and Bill of
Sale dated as of November 26, 1990
between Cypress Equipment Fund, L.P.
("Purchaser") and American Finance
Group ("Seller"). **
28.44 Master Equipment Lease Agreement No.
9010DEG422, dated as of October 11,
1990, between American Finance Group
("Lessor") and GAF Building
Materials Corporation ("Lessee"). **
28.45 Master Equipment Lease Agreement No.
8510NJG210 dated as of October 25,
1985 between American Finance Group,
Inc., Lessor, and GAF Corporation,
Lessee. **
28.46 Incumbency Certificate for GAF
Building Materials Corporation dated
as of October 11, 1990. **
28.47 Desktop Appraisal of Selected
Equipment dated September 24, 1990
by Independent Equipment Company. **
28.48 Assignment of Invoice dated as of
November 26, 1990 by and between
American Finance Group ("Lessor")
and Cypress Leasing Corporation
("Assignee") pertaining to Tri-Lift,
Inc. ("Vendor"). **
28.49 Assignment of Invoice dated as of
November 26, 1990 by and between
American Finance Group ("Lessor")
and Cypress Leasing Corporation
("Assignee") pertaining to Toyota
Industrial Equipment ("Vendor"). **
28.50 Purchase Agreement dated as of
November 1, 1990, between Sovran
Leasing Corporation ("Seller"), and,
First Security Bank of Utah, N.A.,
not in its individual capacity but
solely as Trustee (Purchaser"). **
28.51 Assignment and Assumption Agreement,
entered into as of November 1, 1990,
between Sovran Leasing Corporation
("Seller"), and First Security Bank
of Utah, N.A., not in its individual
capacity but solely as Trustee
("Purchaser"). **
28.52 Mortgage and Loan Agreement dated as
of November 1, 1990 among First
Security Bank of Utah, N.A., not in
its individual capacity but solely
as Trustee and Cypress Equipment
Fund, Ltd., collectively, as
Borrower and Sovran Leasing
Corporation, as Lender. **
28.53 Non-recourse Promissory Note, Series
1 (Secured by Lease Obligations of
Allegheny Commuter Airlines, Inc.)
in the amount of $1,798,320.61. **
28.54 Aircraft Lease dated as of May 1,
1985, between Suburban Funding
Corporation as Lessor and Suburban
Airlines, Inc. as Lessee. **
28.55 Bill of Sale dated December 7, 1990
by Sovran Leasing Corporation
(Seller). **
28.56 Appraisal Report on a Shorts SD3-60
Aircraft, dated September 25, 1990,
prepared for Cypress Leasing
Corporation by BK Associates, Inc. **
28.57 Sale and Lease Agreement, dated as
of July 10, 1991 between First
Security Bank of Utah, National
Association, as Owner Trustee
("Lessor") and Southwest Airlines
Co. ("Lessee"). **
28.58 Sale and Lease Agreement Supplement
No. 1, dated July 15, 1991 between
First Security Bank of Utah,
National Association ("Lessor") and
Southwest Airlines Co. ("Lessee"). **
28.59 Trust Agreement, dated as of July
10, 1991 between Cypress Equipment
Fund, Ltd. ("Owner Participant") and
First Security Bank of Utah,
National Association ("Owner
Trustee"). **
28.60 Participation Agreement, dated as of
July 10, 1991 among Southwest
Airlines Co. ("Lessee"), Cypress
Equipment Fund, Ltd. ("Owner
Participant"), Nationwide Life
Insurance Company ("Lender") and
First Security Bank of Utah,
National Association ("Owner
Trustee"). **
28.61 Tax Indemnity Agreement, dated as of
July 10, 1991, is made and entered
into among First Security Bank of
Utah, National Association
("Trustee"), Cypress Equipment Fund,
Ltd. ("Owner Participant") and
Southwest Airlines Co. ("Lessee"). **
28.62 Security Agreement and Mortgage,
dated as of July 10, 1991 between
First Security Bank of Utah,
National Association ("Lessor") and
Nationwide Life Insurance Co.
("Lender"). **
28.63 Mortgage Supplement No. 1, dated
July 15, 1991 by and between First
Security Bank of Utah, National
Association ("Lessor") and
Nationwide Life Insurance Co.
("Lender"). **
28.64 Nonrecourse Promissory Note, dated
July 15, 1991 between First Security
Bank of Utah, National Association
("Lessor") and Nationwide Life
Insurance Co. ("Lender"). **
28.65 Aircraft Lease Agreement dated as of
December 1, 1991 between McDonnell
Douglas Finance Corporation
("Lessor") and Northwest Aircraft,
Inc. ("Lessee"). **
28.66 Assignment of Sublease and Consent
and Agreement dated as of December
26, 1991 among McDonnell Douglas
Finance Corporation, a Delaware
corporation ("Assignee"), Northwest
Aircraft, Inc., A Delaware
corporation ("Assignor") and Mesaba
Aviation, Inc., a Minnesota
corporation ("Sublessee"). **
28.67 Aircraft Sublease Agreement between
Northwest Aircraft, Inc.
("Sublessor") and Mesaba Aviation,
Inc. ("Sublessee") dated December
30, 1988. **
28.68 Aircraft Lease Agreement dated as of
December 8, 1988 between Fairchild
Aircraft Corporation ("Lessor") and
Northwest Aircraft, Inc. ("Lessee") **
28.69 Assignment of Lease by and among
McDonnell Douglas Finance
Corporation and First Security Bank
of Utah dated December 31, 1991. **
28.70 Assignment of Sublease by and among
McDonnell Douglas Finance
Corporation and First Security Bank
of Utah dated December 31, 1991. **
28.71 Assignment and Assumption of Lease
and Purchase and Sale of Aircraft by
and between First Security Bank of
Utah and McDonnell Douglas Finance
Corporation dated December 31,
1991. **
28.72 Purchase and Sale Agreement dated as
of February 1, 1992 by and between
BLC Corporation and Cypress
Equipment Fund, Ltd. **
28.73 Trust Agreement dated as of February
1, 1992, between First Security Bank
of Utah, N.A. ("Owner-Trustee") and
Cypress Equipment Fund, Ltd.,
("Trustor"). **
28.74 Participation Agreement dated as of
February 1, 1992, among Cypress
Equipment Fund, Ltd. ("Trustor");
First Security Bank of Utah, N.A.
("Owner-Trustee"); The Institutional
Investor Named in Schedule 2 Hereto
("Note Purchaser"); and State Street
Bank and Trust Company of
Connecticut, N.A. ("Security
Trustee"). **
28.75 Security Agreement - Trust Deed
dated as of February 1, 1992,
between First Security Bank of Utah,
N.A. as Owner-Trustee under Cypress
Equipment Fund, Ltd. Trust No. 92-1
and State Street Bank and Trust
Company of Connecticut, N.A. **
28.76 Security agreement - Trust Deed
Supplement No. 1 dated February 25,
1992 between First Security Bank of
Utah, N.A. as Owner-Trustee under
Cypress Equipment Fund, Ltd. Trust
No. 92-1 and State Street Bank and
Trust Company of Connecticut, N.A. **
28.77 Purchase Agreement dated as of
February 1, 1995, between Cypress
Equipment Fund, Ltd., a Florida
limited partnership ("Seller"), and
Helm-Atlantic Associates Limited
Partnership, a Delaware limited
partnership ("Purchaser"). (This
purchase Agreement pertains to
fourteen (14) of the fifteen (15)
sold locomotives.) **
28.78 Assignment and Assumption Agreement
dated as of June 1, 1995, by and
between Cypress Equipment Fund,
Ltd., a Florida limited partnership
("Seller"), and Helm-Atlantic
Associates Limited Partnership, a
Delaware limited partnership
("Purchaser"). **
28.79 Assignment of Lease dated as of June
1, 1995, by and between Cypress
Equipment Fund, Ltd., a Florida
limited partnership ("Seller"), and
Helm-Atlantic Associates Limited
Partnership, a Delaware limited
partnership (Purchaser"). **
28.80 Purchase Agreement dated as of
February 1, 1995, between Cypress
Equipment Fund, Ltd., a Florida
limited partnership ("Seller"), and
Helm-Atlantic Associates Limited
Partnership, a Delaware limited
partnership ("Purchaser"). (This
Purchase Agreement pertains to one
(1) of the fifteen (15) sold
locomotives.) **
28.81 Purchase and Assignment Agreement
dated as of this January 31, 1996 by
and between Cypress Equipment Fund,
Ltd., a Florida limited partnership
with its principal office and place
of business at 880 Carillon
Parkway, St. Petersburg, Florida
("Seller"), and ICON Cash Flow
Partners, L.P., Series D, a Delaware
limited partnership with its
principal office and place of
business at 600 Mamaroneck Avenue,
Harrison, NY 10528, ("Buyer"). **
28.82 Bill of Sale dated as of January 31,
1996 between Cypress Equipment Fund,
Ltd., a Florida limited partnership
("Seller"),and ICON Cash Flow
Partners, L.P., Series D, a Delaware
limited partnership ("Buyer"). **
28.83 Assignment and Assumption Agreement
dated January 31, 1996 between
between Cypress Equipment Fund,
Ltd., a Florida limited partnership
("Seller"), and ICON Cash Flow
Partners, L.P., Series D, a Delaware
limited partnership ("Buyer"). **
28.84 Assignment of Warranties and Consent
dated January 31, 1996, between
Cypress Equipment Fund, Ltd., a
Florida limited partnership
"Seller"), and ICON Cash Flow
Partners, L.P., Series D, a Delaware
limited partnership ("Buyer"). **
29 Information from reports furnished
to state insurance regulatory
authorities ***
* Included with Form S-1, Registration No. 33-27741
previously filed with the Securities and Exchange Commission.
** Included with Form 8-K, as amended, previously filed
with the Securities and Exchange Commission.
*** Exhibits were omitted as not required, not applicable,
or the information required to be shown therein is included
elsewhere in this report.
b. Reports filed on Form 8-K -
Sale of one Boeing Model 737-2H4 Aircraft
Date Filed: January 31, 1997
Sale of one Fairchild Corp. Model SA227-AC Aircraft
Date Filed: May 22, 1997
Sale of one Shorts 360-200 Aircraft
Date Filed: May 30, 1997
c. Exhibits filed with this report - None.
<PAGE>
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.
Cypress Equipment Fund, Ltd.
RJ Leasing - 2, Inc.
A General Partner
Date: April 14, 1999 By: /s/J. Davenport Mosby, III
---------------- --------------------------
J. Davenport Mosby, III
President
Date: April 14, 1999 By: /s/John M. McDonald
---------------- -------------------
John M. McDonald
Vice President
Date: April 14, 1999 By: /s/Christa Kleinrichert
--------------- ---------------------------------------
Christa Kleinrichert
Secretary and Treasurer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Cypress Equipment Fund, Ltd.
RJ Leasing - 2, Inc.
A General Partner
ATTEST:
/s/Christa Kleinrichert By: /s/J. Davenport Mosby, III
- -------------------------------- -------------------------
Christa Kleinrichert J. Davenport Mosby, III
Secretary and Treasurer President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1998.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 104,492
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 559,065
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (454,573)
<INCOME-TAX> 0
<INCOME-CONTINUING> (454,573)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (454,573)
<EPS-PRIMARY> (18.71)<F1>
<EPS-DILUTED> (18.71)<F1>
<FN>
<F1>EPS IS NET LOSS PER $1,000 LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
