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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 24, 1997
Pegasus Aircraft Partners II, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-18387 84-1111757
(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
Four Embarcadero Center, Suite 3540, San Francisco, CA 94111
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (415) 434-3900
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On November 24, 1997 and November 26, 1997 respectively, Richard W Doust and
Gregory Harding-Brown resigned as officers and directors of Pegasus Aircraft
Management Corp., the Managing General Partner of the Partnership ("PAMC"). In
September 1997, Richard S. Wiley had purchased Richard W. Doust's interest in
Pegasus Capital Corp. ("PCC"), the parent of PAMC and in November 1997, PCC
redeemed all of Mr. Harding-Brown's shares in PCC. Mr. Wiley now owns
substantially all of the outstanding shares of PCC and is the sole director of
PCC and PAMC. In December 1997, Robert M. Brown Senior Vice President of PCC and
Richard L. Funk, Senior Vice President, Technical Services of PCC were each
elected as a Senior Vice President of PAMC.
Mr. Brown, 39, joined PCC in 1988 and is involved in aircraft acquisition,
finance and leasing. His primary responsibility is the structuring of debt
transactions which accommodate the PCC trading and long-term investing
activities. Previously, he served as Vice President, Aircraft Sales, and as
Regional Marketing Director during the offerings of the Partnership and an
affiliated partnership. Prior to joining PCC, Mr. Brown was District Manager
with the Chrysler Corporation. He holds a BA degree from Dartmouth College and
an MBA from the University of Washington.
Mr. Funk, 59, joined PCC in 1992 and is responsible for the technical aspects of
aircraft marketing, including delivery and redelivery of aircraft to airlines
world wide. From 1990 to 1992, he served as a technical marketing consultant to
the aviation industry and from 1987 to 1990 he was President of Avtek
Industries, Inc., an aircraft, missile, and electronic components manufacturer
which he founded. From 1984 to 1986 he was President and Chief Operating Officer
of Standard Aero Western, Inc., a commercial airline maintenance facility. From
1979 to 1982, he was Senior Vice President of Engineering and Maintenance at
World Airways, Inc. From 1963 to 1979 he held various positions with United Air
Lines, Inc., including Manager of Airframe Maintenance for a period of six
years.
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SIGNATURE
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.
Pegasus Aircraft Partners II, L.P. (Registrant)
By: Air Transport Leasing, Inc.
Administrative General Partner
Dated: December 29, 1997 By: /s/ Joseph P. Ciavarella
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Joseph P. Ciavarella
Vice President, Treasurer and
Chief Financial and Accounting Officer
