UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
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Commission File No. 33-31810
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POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
State of Organization: California
IRS Employer Identification No. 94-3102632
201 Mission Street, 27th Floor, San Francisco, California 94105
Telephone - (415) 284-7400
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No ___
This document consists of 14 pages.
<PAGE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
FORM 10-Q - For the Quarterly Period Ended June 30, 1997
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
a) Balance Sheets - June 30, 1997 and
December 31, 1996.........................................3
b) Statements of Income - Three and Six Months
Ended June 30, 1997 and 1996..............................4
c) Statements of Changes in Partners' Capital -
Year Ended December 31, 1996 and
Six Months Ended June 30, 1997............................5
d) Statements of Cash Flows - Six Months
Ended June 30, 1997 and 1996..............................6
e) Notes to Financial Statements.............................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.........9
Part II. Other Information
Item 1. Legal Proceedings....................................12
Item 6. Exhibits and Reports on Form 8-K.....................13
Signature .....................................................14
2
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1997 1996
---- ----
ASSETS:
CASH AND CASH EQUIVALENTS $ 6,474,178 $ 3,566,009
RENT RECEIVABLE -- 345,597
ESCROW FUNDS RECEIVABLE 3,995,959 --
AIRCRAFT, net of accumulated depreciation
of $23,398,981 in 1996 -- 6,040,219
OTHER ASSETS 4,185 --
----------- -----------
$10,474,322 $ 9,951,825
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL:
PAYABLE TO AFFILIATES $ 22,436 $ 25,425
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES 290,767 24,169
SECURITY DEPOSITS -- 75,000
----------- -----------
Total Liabilities 313,203 124,594
----------- -----------
PARTNERS' CAPITAL:
General Partner 5,656 5,656
Limited Partners, 69,418 units
issued and outstanding 10,155,463 9,821,575
----------- -----------
Total Partners' Capital 10,161,119 9,827,231
----------- -----------
$10,474,322 $ 9,951,825
=========== ===========
The accompanying notes are an integral part of these statements.
3
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POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1997 1996 1997 1996
---- ---- ---- ----
REVENUES:
Rent from operating leases $ 369,762 $434,643 $ 804,405 $ 869,286
Interest 58,456 45,760 102,577 92,363
Gain on sale of aircraft 642,181 91,303 642,181 143,943
---------- -------- ---------- ----------
Total Revenues 1,070,399 571,706 1,549,163 1,105,592
---------- -------- ---------- ----------
EXPENSES:
Depreciation and amortization -- 438,707 257,643 877,414
Administration and other 26,619 24,142 44,237 37,111
---------- -------- ---------- ----------
Total Expenses 26,619 462,849 301,880 914,525
---------- -------- ---------- ----------
NET INCOME $1,043,780 $108,857 $1,247,283 $ 191,067
========== ======== ========== ==========
NET INCOME ALLOCATED TO
THE GENERAL PARTNER $ 22,835 $ 22,835 $ 45,670 $ 45,670
========== ======== ========== ==========
NET INCOME ALLOCATED
TO LIMITED PARTNERS $1,020,945 $ 86,022 $1,201,613 $ 145,397
========== ======== ========== ==========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 14.71 $ 1.24 $ 17.31 $ 2.10
========== ======== ========== ==========
The accompanying notes are an integral part of these statements.
4
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POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
Year Ended December 31, 1996 and
Six Months Ended June 30, 1997
------------------------------
General Limited
Partner Partners Total
------- -------- -----
Balance, December 31, 1995 $ 5,656 $ 19,653,112 $ 19,658,768
Net income (loss) 91,340 (8,096,088) (8,004,748)
Cash distributions to partners (91,340) (1,735,449) (1,826,789)
-------- ------------ ------------
Balance, December 31, 1996 5,656 9,821,575 9,827,231
Net income 45,670 1,201,613 1,247,283
Cash distributions to partners (45,670) (867,725) (913,395)
-------- ------------ ------------
Balance, June 30, 1997 $ 5,656 $ 10,155,463 $ 10,161,119
======== ============ ============
The accompanying notes are an integral part of these statements.
5
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<TABLE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Six Months Ended June 30,
-------------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 1,247,283 $ 191,067
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 257,643 877,414
Gain on sale of aircraft (642,181) (143,943)
Changes in operating assets and liabilities,
net of effect of sale of aircraft:
Decrease (increase) in rent receivable (12,143) 60,714
Increase in other assets (4,185) --
Increase (decrease) in payable to affiliates (2,989) 4,006
Increase (decrease) in accounts payable
and accrued liabilities 222,898 (22,868)
Decrease in security deposits (75,000) --
----------- -----------
Net cash provided by operating activities 991,326 966,390
----------- -----------
INVESTING ACTIVITIES:
Proceeds from sale of aircraft 3,200,000 --
Payments to Purchaser related to sale of aircraft (369,762) --
Principal payments on finance sale of aircraft -- 143,943
----------- -----------
Net cash provided by investing activities 2,830,238 143,943
----------- -----------
FINANCING ACTIVITIES:
Cash distributions to partners (913,395) (913,395)
----------- -----------
Net cash used in financing activities (913,395) (913,395)
----------- -----------
CHANGES IN CASH AND CASH
EQUIVALENTS 2,908,169 196,938
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 3,566,009 3,297,782
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 6,474,178 $ 3,494,720
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Principles and Policies
In the opinion of management, the financial statements presented herein include
all adjustments, consisting only of normal recurring items, necessary to
summarize fairly Polaris Aircraft Income Fund VI's (the Partnership's) financial
position and results of operations. The financial statements have been prepared
in accordance with the instructions of the Quarterly Report to the Securities
and Exchange Commission (SEC) Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto for the years ended December 31, 1996, 1995 and
1994, included in the Partnership's 1996 Annual Report to the SEC on Form 10-K
(Form 10-K).
2. Sale of Aircraft To Triton
On May 28, 1997, Polaris Investment Management Corporation (the "General
Partner" or "PIMC"), on behalf of the Partnership, executed definitive
documentation for the purchase of the Partnership's 2 remaining aircraft (the
"Aircraft") by Triton Aviation Services VI LLC, a special purpose company (the
"Purchaser"). The closings for the purchase of the 2 Aircraft occurred on May
28, 1997 and June 30, 1997. The Purchaser is managed by Triton Aviation
Services, Ltd. ("Triton Aviation"), a privately held aircraft leasing company
which was formed in 1996 by Triton Investments, Ltd., a company which has been
in the marine cargo container leasing business for 17 years and is diversifying
its portfolio by leasing commercial aircraft. Each Aircraft was sold subject to
the existing leases.
The Terms of the Transaction - The total purchase price (the "Purchase Price")
to the Purchaser is $7,115,600. The Purchaser paid into an escrow account the
Purchase Price of $7,115,600 in cash upon the closing of the first aircraft. The
Partnership received $3,200,000 from the escrow account on May 29, and
$3,915,600 for the remaining balance of the Purchase Price on July 3, 1997,
after the close of the second aircraft.
Under the purchase agreement, the Purchaser purchased the Aircraft effective as
of April 1, 1997 notwithstanding the actual closing dates. The utilization of an
effective date facilitated the determination of rent and other allocations
between the parties. The Purchaser has the right to receive all income and
proceeds, including rents and receivables, from the Aircraft accruing from and
after April 1, 1997 to the date of the closing of $369,762 which is included in
rents from operating leases, and will pay interest at the rate of 5.3% from
April 1, 1997 on the purchase price amount to the date of payment of the
Purchase Price to the Partnership. Each Aircraft was sold subject to the
existing leases, and as part of the transaction the Purchaser assumed all
security deposit obligations relating to such leases. The Partnership
transferred $75,000 in cash to the Purchaser related to such security deposits
in July 1997.
Neither PIMC nor GECAS will receive a sales commission in connection with the
transaction. Neither PIMC nor GECAS or any of its affiliates holds any interest
in Triton Aviation or any of Triton Aviation's affiliates. John Flynn, the
current President of Triton Aviation, was a Polaris executive until May 1996 and
has over 15 years experience in the commercial aviation industry. At the time
Mr. Flynn was employed at PIMC, he had no affiliation with Triton Aviation or
its affiliates.
7
<PAGE>
Polaris Aircraft Income Fund II, Polaris Aircraft Income Fund III, Polaris
Aircraft Income Fund IV and Polaris Aircraft Income Fund V have also sold
certain aircraft assets to separate special purpose companies under common
management with the Purchaser.
The Accounting Treatment of the Transaction - In accordance with generally
accepted accounting principles (GAAP), the Partnership recognized rental income
up until the closing date for each aircraft which occurred on May 28, 1997 and
June 30, 1997. However, under the terms of the transaction, the Purchaser was
entitled to receive any payments of the rents accruing from April 1, 1997 to the
closing dates. These rents amounted to $369,762 which is included in rents from
operating leases. As a result, the Partnership made a payment to the Purchaser
in the amount of the rents due and received effective April 1, 1997. For
financial reporting purposes, the sales proceeds of $7,115,600 have been
adjusted by the following: income and proceeds, including rents and receivables
from the effective date of April 1, 1997 to the closing date, interest due from
the Purchaser on the cash portion of the purchase price and estimated selling
costs. As a result of these GAAP adjustments, the net adjusted sales price
recorded by the Partnership was $6,782,497.
The Aircraft sold pursuant to the definitive documentation executed on May 28,
1997 have been classified as aircraft held for sale from that date until the
actual closing date. Under GAAP, aircraft held for sale are carried at their
fair market value less estimated costs to sell.
3. Related Parties
Under the Limited Partnership Agreement, the Partnership paid or agreed to pay
the following amounts for the current quarter to the general partner, Polaris
Investment Management Corporation, in connection with services rendered or
payments made on behalf of the Partnership:
Payments for
Three Months Ended Payable at
June 30, 1997 June 30, 1997
------------- -------------
Out-of-Pocket Administrative,
Operating and Selling Expense
Reimbursements $32,186 $22,436
Management fees payable to the general partner are subordinated each year to
receipt by unit holders of distributions equaling a 10% per annum,
non-compounded return on adjusted capital contributions, as defined in the
Partnership Agreement. Based on the subordination provisions, no management fee
expense was recognized or paid during the quarter ended June 30, 1997.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
During the quarter ended June 30, 1997, Polaris Aircraft Income Fund VI (the
Partnership) sold its remaining portfolio of 2 aircraft. The aircraft sold
during the quarter ended June 30, 1997 consisted of one Boeing 737-200 Advanced
aircraft leased to British Airways Plc (British Airways) and one Boeing 727-200
Advanced aircraft leased to American Trans Air, Inc. (ATA). In April 1993, the
Partnership sold one Boeing 727-100 aircraft that ATA transferred to the
Partnership as part of the ATA lease transaction, to Empresa de Transporte Aereo
del Peru S.A. (Aeroperu). Aeroperu completed its payment obligations to the
Partnership in July 1996.
REMARKETING UPDATE
Sale of Aircraft to Triton
On May 28, 1997, Polaris Investment Management Corporation (the "General
Partner" or "PIMC"), on behalf of Polaris Aircraft Income Fund VI (the
"Partnership"), executed definitive documentation for the purchase of the
Partnership's 2 remaining aircraft (the "Aircraft") by Triton Aviation Services
VI LLC, a special purpose company (the "Purchaser"). The closings for the
purchase of the 2 Aircraft had occurred on May 28, 1997 and June 30, 1997. The
Purchaser is managed by Triton Aviation Services, Ltd. ("Triton Aviation"), a
privately held aircraft leasing company which was formed in 1996 by Triton
Investments, Ltd., a company which has been in the marine cargo container
leasing business for 17 years and is diversifying its portfolio by leasing
commercial aircraft. Each Aircraft was sold subject to the existing leases.
The General Partner's Decision to Approve the Transaction - In determining
whether the transaction was in the best interests of the Partnership and its
unit holders, the General Partner evaluated, among other things, the risks and
significant expenses associated with continuing to own and remarket the Aircraft
(one of which was subject to a lease that was nearing expiration). The General
Partner determined that such a strategy could require the Partnership to expend
a significant portion of its cash reserves for remarketing and that there was a
substantial risk that this strategy could result in the Partnership having to
reduce or even suspend future cash distributions to limited partners. The
General Partner concluded that the opportunity to sell both the Aircraft at an
attractive price would be beneficial in the present market where demand for
Stage II aircraft is relatively strong rather than attempting to sell the
aircraft over the coming years when the demand for such Aircraft might be
weaker. During the months of intense negotiations, GE Capital Aviation Services,
Inc. ("GECAS"), which provides aircraft marketing and management services to the
General Partner, sought to obtain the best price and terms available for these
Stage II aircraft given the aircraft market and the conditions and types of
planes owned by the Partnership. Both the General Partner and GECAS approved the
sale terms of the Aircraft (as described below) as being in the best interest of
the Partnership and its unit holders because both believe that this transaction
will optimize the potential cash distributions to be paid to limited partners.
To ensure that no better offer could be obtained, the terms of the transaction
negotiated by GECAS included a "market-out" provision that permitted the
Partnership to elect to accept an offer for all (but no less than all) of the
assets to be sold by it to the Purchaser on terms which it deemed more
favorable, with the ability of the Purchaser to match the offer or decline to
match the offer and be entitled to be compensated in an amount equal to 1 1/2%
of the Purchaser's proposed purchase price.
On April 7, 1997, the General Partner received and on May 14, 1997 elected to
accept a competing offer (the "Competing Offer") from a third party to purchase
the Partnership's two aircraft for $7,115,600 in cash, subject to a number of
contingencies. On May 21, 1997, the Purchaser was notified of the Competing
Offer, and the Purchaser subsequently matched the Competing Offer.
9
<PAGE>
As a result of the sale of the Aircraft, the General Partner will be winding up
the Partnership's operations and the Partnership may be in a position to
dissolve before December 31, 1997.
The Terms of the Transaction - The total purchase price (the "Purchase Price")
to the Purchaser is $7,115,600. The Purchaser paid into an escrow account the
Purchase Price of $7,115,600 in cash upon the closing of the first aircraft. The
Partnership received $3,200,000 from the escrow account on May 29, and
$3,915,600 for the remaining balance of the Purchase Price on July 3, 1997,
after the close of the second aircraft.
Under the purchase agreement, the Purchaser purchased the Aircraft effective as
of April 1, 1997 notwithstanding the actual closing dates. The utilization of an
effective date facilitated the determination of rent and other allocations
between the parties. The Purchaser has the right to receive all income and
proceeds, including rents and receivables, from the Aircraft accruing from and
after April 1, 1997 to the date of the closing of $369,762 which is included in
rents from operating leases, and will pay interest at the rate of 5.3% from
April 1, 1997 on the purchase price amount to the date of payment of the
Purchase Price to the Partnership. Each Aircraft was sold subject to the
existing leases, and as part of the transaction the Purchaser assumed all
security deposit obligations relating to such leases. The Partnership
transferred $75,000 in cash to the Purchaser related to such security deposits
in July 1997.
Neither PIMC nor GECAS will receive a sales commission in connection with the
transaction. Neither PIMC nor GECAS or any of its affiliates holds any interest
in Triton Aviation or any of Triton Aviation's affiliates. John Flynn, the
current President of Triton Aviation, was a Polaris executive until May 1996 and
has over 15 years experience in the commercial aviation industry. At the time
Mr. Flynn was employed at PIMC, he had no affiliation with Triton Aviation or
its affiliates.
Polaris Aircraft Income Fund II, Polaris Aircraft Income Fund III, Polaris
Aircraft Income Fund IV and Polaris Aircraft Income Fund V have also sold
certain aircraft assets to separate special purpose companies under common
management with the Purchaser.
The Accounting Treatment of the Transaction - In accordance with generally
accepted accounting principles (GAAP), the Partnership recognized rental income
up until the closing date for each aircraft which occurred on May 28, 1997 and
June 30, 1997. However, under the terms of the transaction, the Purchaser was
entitled to receive any payments of the rents accruing from April 1, 1997 to the
closing dates. These rents amounted to $369,762 which is included in rents from
operating leases. As a result, the Partnership made a payment to the Purchaser
in the amount of the rents due and received effective April 1, 1997. For
financial reporting purposes, the sales proceeds of $7,115,600 have been
adjusted by the following: income and proceeds, including rents and receivables
from the effective date of April 1, 1997 to the closing date, interest due from
the Purchaser on the cash portion of the purchase price and estimated selling
costs. As a result of these GAAP adjustments, the net adjusted sales price
recorded by the Partnership was $6,782,497.
The Aircraft sold pursuant to the definitive documentation executed on May 28,
1997 have been classified as aircraft held for sale from that date until the
actual closing date. Under GAAP, aircraft held for sale are carried at their
fair market value less estimated costs to sell.
Partnership Operations
The Partnership recorded net income of $1,043,780, or $14.71 per limited
partnership unit for the three months ended June 30, 1997, compared to net
income of $108,857, or $1.24 per limited partnership unit, for the three months
ended June 30, 1996. The Partnership recorded net income of $1,247,283, or
$17.31 per limited partnership unit for the six months ended June 30, 1997,
compared to net income of $191,067, or $2.10 per limited partnership unit, for
the six months ended June 30, 1996. Year to date operating results reflect
substantially lower depreciation expense as compared to the same period in 1996.
10
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The decreased depreciation expense during the six months ended June 30, 1997 was
the result of impairments on aircraft which were recorded during the fourth
quarter of 1996. The recognition of impairments on the Partnership's aircraft
reduces the aircraft's net carrying value and reduces the amount of future
depreciation expense that the Partnership will recognize over the remaining
projected economic life of the aircraft. Pursuant to the execution of definitive
documentation on May 28, 1997, the Aircraft was classified as held for sale.
Aircraft held for sale are carried at their fair market value less estimated
costs to sell. As a result, no depreciation expense was recognized on the
aircraft held for sale for the three months ended June 30, 1997.
Additionally, the Partnership recorded a higher gain on the sale of aircraft
during the three and six months ended June 30, 1997, as compared to the same
period in 1996. The gain on the sale of aircraft during 1997 is attributable to
the sale of the remaining aircraft to Triton, as previously discussed in the
Remarketing Update section. The gain on the sale of aircraft recognized during
the three and six months ended June 30, 1996 was due to the finance sale of a
Boeing 727-100 to AeroPeru for which gains on the sale were recognized as
payments were received. The final payment was received from AeroPeru in July
1996.
Administration and other expenses increased during the three and six months
ended June 30, 1997 as compared to the same periods in 1996, due to increases in
printing and postage costs combined with an increase in outside services.
Liquidity and Cash Distributions
Liquidity - PIMC has determined that the Partnership maintain cash reserves as a
prudent measure to insure that the Partnership has available funds for other
contingencies including expenses of the Partnership in connection with winding
up its affairs.
Upon determination and payment of remaining operating and administrative
expenses of the Partnership after June 30, 1997 and expenses associated with the
winding up of the Partnership, which cannot be estimated at this time, a final
distribution of the remaining cash reserves, if any, will be distributed to the
partners. The General Partner anticipates that such payment of expenses and cash
distributions to partners will be completed by December 31, 1997, although there
can be no assurance that the Partnership will be able to wind up its operations
by that date.
Cash Distributions - Cash distributions to limited partners were $433,863, or
$6.25 per limited partnership unit and $433,863, or $6.25 per limited
partnership unit during the three months ended June 30, 1997 and 1996,
respectively. Cash distributions to limited partners were $867,725, or $12.50
per limited partnership unit and $867,725, or $12.50 per limited partnership
unit during the six months ended June 30, 1997 and 1996, respectively.
In accordance with the Limited Partnership Agreement, cash distributions are to
be allocated 95% to the limited partners and the 5% to the general partner. In
July 1997, the Partnership made a cash distribution to limited partners of
$8,764,022 ($126.25 per limited partnership unit) and $461,264 to the general
partner.
11
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Part II. Other Information
Item 1. Legal Proceedings
As discussed in Item 3 of Part I of Polaris Aircraft Income Fund VI's (the
Partnership) 1996 Annual Report to the Securities and Exchange Commission (SEC)
on Form 10-K (Form 10-K) and in Item 1 of Part II of the Partnership's Quarterly
Report to the SEC on Form 10-Q (Form 10-Q) for the period ended March 31, 1997,
there are a number of pending legal actions or proceedings involving the
Partnership. Except as discussed below, there have been no material developments
with respect to any such actions or proceedings during the period covered by
this report.
Equity Resources, Inc., et al. v. Polaris Investment Management Corporation, et
al. - On May 12, 1997, plaintiffs appealed the Superior Court's denial of their
motion seeking to enjoin the sale by the Partnership of certain of its aircraft
and notes receivable. On May 15, 1997, the Appellate Court denied plaintiffs'
appeal. On May 19, 1997, plaintiffs appealed the Superior Court's denial of
their motion to the Supreme Court of Massachusetts. The Supreme Court of
Massachusetts denied plaintiffs' appeal on May 29, 1997. On May 23, 1997, the
defendants filed a motion to dismiss the action.
Ron Wallace v. Polaris Investment Management Corporation, et al. - On or about
June 18, 1997, a purported class action entitled Ron Wallace v. Polaris
Investment Management Corporation, et al. was filed on behalf of the unit
holders of Polaris Aircraft Income Funds II through VI in the Superior Court of
the State of California, County of San Francisco. The complaint names each of
Polaris Investment Management Corporation (PIMC), GE Capital Aviation Services,
Inc. (GECAS), Polaris Aircraft Leasing Corporation, Polaris Holding Company,
General Electric Capital Corporation, certain executives of PIMC and GECAS and
John E. Flynn, a former PIMC executive, as defendants. The complaint alleges
that defendants committed a breach of their fiduciary duties with respect to the
Sale Transaction involving the Partnership as described in Item 2, under the
caption "Remarketing Update -- Sale of Aircraft to Triton."
Other Proceedings - Item 10 in Part III of the Partnership's 1996 Form 10-K and
Item 1 in Part II of the Partnership's Form 10-Q for the period ended March 31,
1997 discuss certain actions which have been filed against Polaris Investment
Management Corporation and others in connection with the sale of interests in
the Partnership and the management of the Partnership. With the exception of
Novak, et al v. Polaris Holding Company, et al, (which has been dismissed, as
discussed in the 1996 Form 10-K) where the Partnership was named as a defendant
for procedural purposes, the Partnership is not a party to these actions. Except
as discussed below, there have been no material developments with respect to any
of the actions described therein during the period covered by this report.
The following actions have been settled pursuant to a settlement agreement
entered into on June 6, 1997:
- - Thelma Abrams, et al. v. Polaris Holding Company, et al.
- - Sara J. Bishop, et al. v. Kidder, Peabody & Co. Incorporated, et al.
- - Enita V. Elphick, et al. v. Kidder, Peabody & Co. Incorporated, et al.
- - Janet K. Johnson, et al. v. Polaris Holding Company, et al.
- - Wayne W. Kuntz, et al. v. Polaris Holding Company, et al.
- - Joyce H. McDevitt, et al. v. Polaris Holding Company, et al.
- - Mary Grant Tarrer, et al. v. Kidder, Peabody & Co. Incorporated, et al.
- - Harry R. Wilson, et al. v. Polaris Holding Company, et al.
- - George Zicos, et al. v. Polaris Holding Company, et al.
- - Michael J. Ouellette, et al. v. Kidder, Peabody & Co. Incorporated, et al.;
Thelma A. Rolph, et al. v. Polaris Holding Company, et al.; Carl L. Self, et al.
12
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v. Polaris Holding Company, et al. - On or about March 21, 1997, three
complaints were filed in the Superior Court of the State of California, County
of Sacramento naming as defendants Kidder, Peabody & Company, Incorporated,
Polaris Holding Company, Polaris Aircraft Leasing Corporation, Polaris
Investment Management Corporation, Polaris Securities Corporation, Polaris Jet
Leasing, Inc., Polaris Technical Services, Inc., General Electric Company,
General Electric Capital Services, General Electric Capital Corporation, GE
Capital Aviation Services and Does 1-100. The first complaint, entitled Michael
J. Ouellette, et al. v. Kidder Peabody & Co., et al., was filed by over 50
individual plaintiffs who purchased limited partnership units in one or more of
Polaris Aircraft Income Funds I-VI. The second complaint, entitled Thelma A.
Rolph, et al. v. Polaris Holding Company, et al., was filed by over 500
individual plaintiffs who purchased limited partnership units in one or more of
Polaris Aircraft Income Funds I-VI. The third complaint, entitled Carl L. Self,
et al. v. Polaris Holding Company, et al., was filed by over 500 individual
plaintiffs who purchased limited partnership units in one or more of Polaris
Aircraft Income Funds I-VI. Each complaint alleges violations of state common
law, including fraud, negligent misrepresentation and breach of fiduciary duty,
and violations of the rules of the National Association of Securities Dealers,
Inc. Each complaint seeks to recover compensatory damages and punitive damages
in an unspecified amount, interest and rescission with respect to Polaris
Aircraft Income Funds I-VI and all other limited partnerships alleged to have
been sold by Kidder Peabody to the plaintiffs.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
27 Financial Data Schedule
b) Reports on Form 8-K
A Current Report on Form 8-K, dated May 28, 1997, reporting the sale of
assets under Item 2 was filed on June 12, 1997.
13
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SIGNATURE
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.
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
(Registrant)
By: Polaris Investment
Management Corporation,
General Partner
August 12, 1997 By: /S/Marc A. Meiches
- --------------------------------- --------------------------------
Marc A. Meiches
Chief Financial Officer
(principal financial officer and
principal accounting officer of
Polaris Investment Management
Corporation, General Partner of
the Registrant)
14
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<ARTICLE>5
<S> <C>
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