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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. __)*
American Income Partners V-C 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
One Canterbury Green, Stamford, CT 06901
(203) 363-0853
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 12, 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
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CUSIP No. None Page 2 of 5 Pages
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary D. Engle
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7. SOLE VOTING POWER
67,727(1)
SHARES
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BENEFICIALLY 8. SHARED VOTING POWER
None
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER
67,727(1)
REPORTING
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PERSON 10. SHARED DISPOSITIVE POWER
None
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,727(1)
(1)Beneficial ownership disclaimed.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14. TYPE OF REPORTING PERSON
IN
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</TABLE>
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SCHEDULE 13D
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CUSIP No. None Page 3 of 5 Pages
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Item 1. Security and Issuer
This Statement relates to units (the "Units") representing limited
partnership interest of American Income Partners V-C Limited Partnership, a
Massachusetts 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 Gary D. Engle.
Mr. Engle is President and Chief Executive Officer of Equis Corporation,
the general partner of Equis Financial Group Limited Partnership ("Equis").
Equis is a Massachusetts limited partnership engaged primarily in the
business of managing leased assets and funds holding leased assets. Mr.
Engle is a U.S. citizen. Mr. Engle controls AAL, Inc., a Massachusetts
corporation that is the general partner of Atlantic Acquisition Limited
Partnership ("Atlantic"), and ONC I Corp., a Massachusetts corporation that
is the general partner of Old North Capital Limited Partnership ("Old North
Capital"). Atlantic owns 59,877 Units and Old North Capital owns 7,850
Units of the Issuer. Mr. Engle also controls the general partner of the
Issuer. The business address of Mr. Engle and Equis is One Canterbury
Green, Stamford, Connecticut 06901. The business address of Atlantic and
Old North Capital is 88 Broad Street, Boston, Massachusetts 02110.
During the last five years, Mr. Engle (i) has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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 February 12, 1998, Old North Capital acquired 6,090 Units for an
aggregate cash purchase price of $13,398.00. The source of the funds used
in making the purchase was the working capital of Old North Capital.
Item 4. Purpose of Transaction
Old North Capital acquired the 6,090 Units in a privately-negotiated
transaction that was initiated by the sellers. Old North Capital 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
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SCHEDULE 13D
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CUSIP No. None Page 3 of 5 Pages
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operating as a public entity increase as a percentage of the Issuer's
equipment value. The general partner of the Issuer, which, like Old North
Capital and Atlantic, 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, Mr. Engle beneficially owns 67,727 Units,
representing approximately 7.3% of the outstanding Units. Of the Units
beneficially owned by Mr. Engle, 59,877 are beneficially owned by Atlantic
and 7,850 are beneficially owned by Old North Capital. Atlantic disclaims
any beneficial ownership of the Units owned by Old North Capital, Old North
Capital disclaims any beneficial ownership of the Units owned by Atlantic
and Mr. Engle disclaims any beneficial ownership of the Units owned by
Atlantic and Old North Capital. Atlantic has sole power to vote and to
dispose of the Units owned by it, and Old North Capital has sole power to
vote and to dispose of the Units owned by it.
In addition to the transaction described in Item 3 above, in which 6,090
Units were acquired for $2.20 per share, during the 60-day period prior to
the date of this Statement Old North Capital on February 9, 1998, acquired
400 Units for $2.00 per share in a privately-negotiated transaction that
was initiated by the seller and on January 30, 1998, acquired 520 Units for
$1.00 per share through a broker.
Except for the respective partners comprising Atlantic and Old North
Capital, 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 Atlantic or Old North Capital.
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
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CUSIP No. None Page 5 of 5 Pages
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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.
February 17, 1998 /s/Gary D. Engle
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Date Name: Gary D. Engle
