PAINEWEBBER PREFERRED YIELD FUND L P
10-Q, 1998-11-16
EQUIPMENT RENTAL & LEASING, NEC
Previous: DELPHI FINANCIAL GROUP INC/DE, 10-Q, 1998-11-16
Next: CORONADO INDUSTRIES INC, 10QSB, 1998-11-16






                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549



(Mark One)


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended September 30, 1998

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13  OR  15(D) OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                    to
                               ------------------    ---------------------------

Commission file number 0-19166

                     PAINEWEBBER PREFERRED YIELD FUND, L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     84-1130506
      -----------------------                  ---------------------------------
      (State of organization)                  (IRS Employer Identification No.)
      
 7175 West Jefferson Avenue, Suite 4000
           Lakewood, Colorado                             80235    
- ----------------------------------------                ----------
(Address of principal executive offices)                (Zip Code)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (303) 980-1000

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 for 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      .
                                       -----    -----

                        Exhibit Index Appears on Page 13

                               Page 1 of 14 Pages


<PAGE>



                     PaineWebber Preferred Yield Fund, L.P.
                      Quarterly Report on Form 10-Q for the
                        Quarter Ended September 30, 1998

                                Table of Contents

                                                                            Page
                                                                            ----
Part I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements (unaudited)

                  Balance Sheets - September 30, 1998 and
                    December 31, 1997                                        3

                  Statements of Income - Three and Nine Months Ended
                    September 30, 1998 and 1997                              4

                  Statements of Cash Flows - Nine Months Ended
                    September 30, 1998 and 1997                              5

                  Notes to Financial Statements                             6-7

         Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                     8-11

Part II.      OTHER INFORMATION

         Item 1.      Legal Proceedings                                      12

         Item 5.      Other Information                                      12

         Item 6.      Exhibits and Reports on Form 8-K                       12

                      Exhibit Index                                          13

                      Signature                                              14

                                        2

<PAGE>



                     PAINEWEBBER PREFERRED YIELD FUND, L.P.

                                 BALANCE SHEETS
                                   (unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                    September 30,    December 31,
                                                                        1998             1997       
                                                                    -------------    ------------
                                                                     (Unaudited)

<S>                                                                <C>              <C>        
Cash and cash equivalents                                           $ 3,070,149      $19,606,352
Rent and other receivables, net                                         129,994          175,075
Equipment held for sale or lease, net of accumulated depreciation o
     $2,240,531 and $4,103,002 at 1998 and 1997 and write-downs of
     $454,117 and $112,754 at 1998 and 1997                              40,643          729,481
Net investment in direct financing leases                                   332          170,230
Equipment on operating leases, net of  accumulated depreciation of
     $2,327,354 at 1998 and $11,966,110 at 1997 and write-downs of
     $180,718 at 1998 and $300,945 at 1997                            1,934,693        8,253,386
Other assets, net                                                         9,688            9,688
                                                                    -----------      -----------

     Total assets                                                   $ 5,185,499      $28,944,212
                                                                    ===========      ===========

                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Prepaid rent                                                        $         -      $ 6,072,331
Accounts payable and other liabilities                                1,152,695        1,307,583
Payables to affiliates                                                  194,495          263,591
Deferred rental income and deposits                                     232,015          246,840
Distributions payable to partners                                             -       16,486,153
Discounted lease rentals                                              1,113,597        1,523,570
                                                                    -----------      -----------

     Total liabilities                                                2,692,802       25,900,068
                                                                    -----------      -----------

Partners' Equity:
  General Partners                                                       98,560          110,227
  Limited Partners:
    Class A                                                           2,052,436        2,498,859
    Class B                                                             341,701          435,058
                                                                    -----------      -----------

     Total partners' equity                                           2,492,697        3,044,144
                                                                    -----------      -----------

     Total liabilities and partners' equity                         $ 5,185,499      $28,944,212
                                                                    ===========      ===========

</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                        3

<PAGE>



                     PAINEWEBBER PREFERRED YIELD FUND, L.P.

                              STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      Three Months Ended                   Nine Months Ended
                                                         September 30,                        September 30,           
                                                 ------------------------------        -----------------------------
                                                    1998               1997               1998              1997      
                                                 -----------        -----------        -----------       -----------
<S>                                             <C>                <C>                <C>               <C>        
REVENUE:
     Rentals from operating leases               $   817,780        $ 2,378,308        $ 2,382,127       $ 8,384,289
     Direct financing lease income                     2,022             74,136             13,333           346,477
     Gain on sales of equipment                      588,608             18,717            951,768           219,759
     Other, principally interest                      42,470             45,635            172,262           131,643
                                                 -----------        -----------        -----------       -----------

         Total revenue                             1,450,880          2,516,796          3,519,490         9,082,168
                                                 -----------        -----------        -----------       -----------

EXPENSES:
     Depreciation                                    437,438          1,659,833          1,406,920         5,588,167
     Management fees to general partners              24,440             52,225             74,655           310,824
     Interest                                        145,950            201,944            471,873           619,822
     General and administrative                       44,891             59,819            182,351           160,819
     Provision for losses on equipment                     -          1,000,000            550,000         1,000,000
                                                 -----------        -----------        -----------       -----------

         Total expenses                              652,719          2,973,821          2,685,799         7,679,632
                                                 -----------        -----------        -----------       -----------

NET INCOME (LOSS)                                $   798,161        $  (457,025)       $   833,691       $ 1,402,536
                                                 ===========        ===========        ===========       ===========

NET INCOME (LOSS) ALLOCATED:
     To the General Partners                     $    39,908        $   (22,850)       $    38,489       $    70,127
     To the Class A Limited Partners                 663,471           (374,813)           690,601         1,221,776
     To the Class B Limited Partner                   94,782            (59,362)           104,601           110,633
                                                 -----------        -----------        -----------       -----------
                                                 $   798,161        $  (457,025)       $   833,691       $ 1,402,536
                                                 ===========        ===========        ===========       ===========
Net income (loss) per weighted average
     Class A limited partner unit outstanding    $      4.67        $     (2.64)       $      4.86       $      8.59
                                                 ===========        ===========        ===========       ===========

Weighted average Class A limited partner
     units outstanding                               142,128            142,128            142,128           142,128
                                                 ===========        ===========        ===========       ===========

</TABLE>












   The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>



                     PAINEWEBBER PREFERRED YIELD FUND, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                            Nine Months Ended           
                                                                  -------------------------------------
                                                                  September 30,           September 30,
                                                                      1998                    1997        
                                                                  -------------           -------------

<S>                                                              <C>                     <C>          
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES               $  (4,416,756)          $   6,467,114
                                                                  -------------           -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Recovery of investment in direct financing leases                  (12,294)                914,766
     Proceeds from sales of equipment                                 6,174,111               3,481,611
     Purchase of equipment on operating leases                                -                  (3,929)
                                                                  -------------       ------------------
Net cash provided by investing activities                             6,161,817               4,392,448
                                                                  -------------          --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of discounted lease rentals                             (409,973)               (943,289)
     Cash distributions paid to partners                            (17,871,291)             (9,220,907)
                                                                  -------------          --------------
Net cash used in financing activities                               (18,281,264)            (10,164,196)
                                                                  -------------           -------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                (16,536,203)                695,366
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                     19,606,352               2,879,451
                                                                  -------------          --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $   3,070,149           $   3,574,817
                                                                  =============           =============

Supplemental schedule of cash flow information:
     Interest paid                                                $     471,873          $      624,389
                                                                  =============          ==============
NON CASH TRANSACTIONS:
Equipment subject to operating leases
  converted to direct financing leases at renewal                             -          $       87,769
                                                                  =============          ==============
Distributions declared but not paid to partners                               -          $    1,196,867
                                                                  =============          ==============
Prepaid rent applied in sales of equipment                        $   5,146,636          $            -
                                                                  =============          ==============
Deferred rental income and deposits reclassified to allowance
     for write-downs                                                          -          $      283,666
                                                                  =============          ==============
</TABLE>














   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>



                     PAINEWEBBER PREFERRED YIELD FUND, L.P.

                          NOTES TO FINANCIAL STATEMENTS

1.   GENERAL

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information and the  instructions to Form 10-Q and Rule 10-01 of
     Regulation S-X. Accordingly, they do not include all of the information and
     disclosures required by generally accepted accounting principles for annual
     financial  statements.   In  the  opinion  of  the  General  Partners,  all
     adjustments   (consisting  of  normal  recurring  adjustments)   considered
     necessary for a fair presentation have been included.  The balance sheet at
     December  31,  1997,  was  derived  from the audited  financial  statements
     included in the Partnership's Annual Report on Form 10-K. Operating results
     for the three and nine month  periods  ended  September  30, 1998,  are not
     necessarily  indicative  of the results  that may be expected  for the year
     ended  December 31, 1998. For further  information,  refer to the financial
     statements of PaineWebber  Preferred Yield Fund, L.P. (the  "Partnership"),
     and the related notes,  included in the Partnership's Annual Report on Form
     10-K for the year  ended  December  31,  1997,  previously  filed  with the
     Securities and Exchange Commission.

     The Partnership is in its liquidation  period as defined in the Partnership
     Agreement.  During  the  liquidation  period,  the  Partnership  no  longer
     acquires new leases and the existing  lease  portfolio is in the process of
     running-off.  As  of  September  30,  1998,  the  Partnership  had  sold  a
     substantial portion of its assets. The amount and timing of any liquidating
     distributions  will  depend  upon a variety of factors  including,  but not
     limited to, the actual  proceeds from the sale of any of the  Partnership's
     assets, the ultimate  settlement  amounts of the Partnership's  liabilities
     and  obligations,  actual costs  incurred  during the  liquidation  period,
     including  management fees and administrative  costs, and the timing of the
     liquidation and dissolution.

     In March 1998, the Partnership adopted Financial  Accounting  Standards No.
     130,  Reporting  Comprehensive  Income  ("Statement  130"),  which requires
     comprehensive  income to be  displayed  prominently  within  the  financial
     statements.  Comprehensive  income is defined as all recognized  changes in
     equity during a period from transactions and other events and circumstances
     except those  resulting  from  investments by owners and  distributions  to
     owners. Net income and items that previously have been recorded directly in
     equity are included in comprehensive income. Statement 130 affects only the
     reporting  and  disclosure  of  comprehensive  income  but does not  affect
     recognition or  measurement of income.  The adoption did not have an impact
     on the Partnership's financial reporting.

     In June 1997, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards No. 131,  Disclosures about Segments of an
     Enterprise  and  Related  Information   ("Statement  131").  Statement  131
     provides  guidance for reporting  information  about operating  segments in
     annual financial  statements and requires reporting of selected information
     about operating  segments in interim financial reports of public companies.
     An operating  segment is defined as a component of a business  that engages
     in business activities from which it may earn revenue and incur expenses, a
     component whose operating  results are regularly  reviewed by the company's
     chief  operating  decision  maker,  and  a  component  for  which  discrete
     financial information is available.  Statement 131 establishes quantitative
     thresholds for determining  operating segments of a company.  Statement 131
     is  effective  for fiscal years  beginning  after  December 15, 1997,  with
     earlier application permitted. The Partnership adopted Statement 131 in the
     first quarter of 1998. The adoption did not have an impact on its financial
     reporting.


                                        6

<PAGE>


                     PAINEWEBBER PREFERRED YIELD FUND, L.P.

                          NOTES TO FINANCIAL STATEMENTS

2.   TRANSACTIONS WITH AFFILIATES

     Management Fees to General Partners
     -----------------------------------

     The General  Partners receive a quarterly fee in an amount equal to 2.0% of
     gross  rentals  for Full  Payout  Leases,  as  defined  in the  Partnership
     Agreement,  and 5.0% of gross rentals for other leases  (payable 55% to the
     Managing General Partner and 45% to the Administrative  General Partner) as
     compensation for services rendered in connection with the management of the
     equipment.  At September 30, 1998, management fees of $181,995 are included
     in payables to affiliates.

     Accountable General and Administrative Expenses
     -----------------------------------------------

     The General Partners are entitled to reimbursement of certain expenses paid
     on behalf of the  Partnership  which are  incurred in  connection  with the
     Partnership's  operations.  Such  reimbursable  expenses  recorded  by  the
     Partnership  amounted  to $6,250 and  $12,500 for the three and nine months
     ended September 30, 1998, respectively. At September 30, 1998, reimbursable
     expenses of $12,500 are included in payables to affiliates.

3.   SALE OF PREPAID LEASES

     Effective  September  30,  1998,  the  Partnership  sold the  title and its
     interest in certain equipment to an unaffiliated  third party (Buyer).  The
     lease rentals had previously  been discounted for cash and were recorded as
     prepaid  rent on the balance  sheet.  The Buyer  assumed  the prepaid  rent
     obligation  of  approximately  $4,569,000  at September 30, 1998 and paid a
     nominal  amount  of  cash to the  Partnership  resulting  in a net  gain of
     approximately $528,000 which is included in Gain on sale of equipment.

                                        7

<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

I.   RESULTS OF OPERATIONS

     The following  discussions should be read in conjunction with the Financial
     Statements of the Partnership and the Notes thereto.  This report contains,
     in addition to historical  information,  forward-  looking  statements that
     include risks and other uncertainties. The Partnership's actual results may
     differ   materially  from  those   anticipated  in  these   forward-looking
     statements.  Factors  that might  cause  such a  difference  include  those
     discussed  below,  as well as general  economic  and  business  conditions,
     competition  and other  factors  discussed  elsewhere in this  report.  The
     Partnership  undertakes no obligation to release  publicly any revisions to
     these  forward-looking  statements to reflect events or circumstances after
     the  date  hereof  or  to  reflect  the   occurrence  of   anticipated   or
     unanticipated events.

     The Partnership is in its liquidation  period as defined in the Partnership
     agreement and as expected,  the  Partnership is not  purchasing  additional
     equipment,  initial  leases are expiring and the amount of equipment  being
     sold has increased. As a result, both the size of the Partnership's leasing
     portfolio and the amount of leasing  revenue are declining.  The amount and
     timing of any  liquidating  distributions  will  depend  upon a variety  of
     factors including, but not limited to, the actual proceeds from the sale of
     any of the Partnership's  assets,  the ultimate  settlement  amounts of the
     Partnership's liabilities and obligations, actual costs incurred during the
     liquidation,  including  management fees and administrative  costs, and the
     timing of the liquidation and dissolution.

     Substantially  all of the  Partnership's  revenue  during the quarter ended
     September  30, 1998 was  generated  from the  leasing of the  Partnership's
     equipment to  unaffiliated  third  parties under triple net leases and from
     proceeds  from the  sales of  equipment.  Interest  income  from  temporary
     investments comprised the balance of the Partnership's cash flow.

     Under the terms of the triple net leases, substantially all of the expenses
     related to the ownership and operation of the equipment are paid for by the
     lessees. For equipment subject to operating leases, the Partnership records
     depreciation  expense  pertaining to the  equipment and related  management
     fees. The  Partnership  also records  general and  administrative  expenses
     consisting  primarily of warehouse costs,  investor  reporting expenses and
     transfer  agent and audit  fees as well as  interest  expense  incurred  in
     connection with discounted transactions.

     1998 Compared to 1997
     ---------------------

     The  Partnership's  net income increased by $1,255,186 for the three months
     ended  September 30, 1998 ("1998  Quarter") as compared to the three months
     ended September 30, 1997 ("1997  Quarter") due to the sale of a significant
     portion  of the  Partnership's  assets in October  1997 which  necessitated
     recording a provision for loss in the amount of $1,000,000  during the 1997
     Quarter.  In addition,  the Partnership  realized a gain of $527,890 during
     the 1998  Quarter  relating  to the sale of a  substantial  portion  of the
     remaining assets of the  Partnership.  Net income for the nine months ended
     September 30, 1998 ("1998 Period") decreased by $568,845 as compared to the
     nine months ended September 30, 1997 ("1997 Period"),  primarily due to the
     continued liquidation of the Partnership's assets.

     Rentals from operating  leases declined by $1,560,528 and $6,002,162 or 66%
     and 72%,  respectively  in the 1998  Quarter and 1998 Period as compared to
     the 1997 Quarter and 1997 Period due  principally  to the October 1997 sale
     discussed above.

     Other income, principally interest, increased by $40,619 or 31% in the 1998
     Period as compared to the 1997  Period,  primarily  due to the  increase in
     cash held in short-term interest bearing investments.


                                        8

<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

I.   RESULTS OF OPERATIONS, continued

     Depreciation  expense decreased by $1,222,395 and $4,181,247 or 74% and 75%
     in the 1998  Quarter and 1998  Period as  compared to the 1997  Quarter and
     1997  Period,  respectively,  principally  due to the  continued  sales  of
     equipment upon the scheduled expiration of leases which was consistent with
     the reduction in rentals from operating leases.

     Management  fees  incurred  during  the 1998  Quarter  and the 1998  Period
     decreased by $27,785 and $236,169 or 53% and 76% in  comparison to the 1997
     Quarter and 1997 Period,  respectively,  due to the decline in rentals from
     both operating and direct finance leases which serve as the base upon which
     such fees are calculated.

     General and administrative  expenses decreased in the 1998 Quarter compared
     to the 1997 Quarter primarily due to a decrease in data processing  charges
     associated  with Class A  distributions.  The  increase for the 1998 Period
     compared to the 1997  Period is  primarily  attributable  to an increase in
     1997 state  withholding  tax paid on behalf of the limited  partners in the
     second quarter of 1998.

     Interest expense incurred during the 1998 Quarter and 1998 Period decreased
     by $55,994 and  $147,949 or 28% and 24% as compared to the 1997 Quarter and
     1997 Period, respectively.  Interest expense is composed of two components;
     (i) interest expense incurred in connection with the discounting of certain
     leases with  unaffiliated  lenders and (ii) interest incurred in connection
     with the  application  of the prepaid rent received  pursuant to the Master
     Lease  transaction.  Both  interest  components  decreased  as the  related
     principal balances were repaid. For accounting  purposes,  the prepaid rent
     was treated as a financing. Income was recognized ratably over the terms of
     the leases and the related interest was charged to operations.

     The Partnership  performs  ongoing  assessments of the likelihood of lessee
     defaults on existing  leases and the effect that any such defaults may have
     on the  collectability of the Partnership's  recorded accounts  receivable,
     and the  recoverability  of recorded  equipment  residual  values  based on
     evaluations of the estimated future value of equipment. Residual values are
     established  equal to the estimated value to be received from the equipment
     following  termination  of  the  lease.  In  estimating  such  values,  the
     Partnership  considers all relevant  facts  regarding the equipment and the
     lessee,  including,  for  example,  the  likelihood  that the  lessee  will
     re-lease the equipment.  The nature of the Partnership's leasing activities
     is that it has credit and residual value exposure and, accordingly,  in the
     ordinary course of business, it will incur losses from those exposures. The
     Partnership  performs  on-going  quarterly  assessments  of its  assets  to
     identify any other-than-temporary losses in value.

     A provision  for loss of $550,000  was  recorded  for the nine months ended
     September  30, 1998.  Of this amount,  $350,000 is related to the estimated
     decline in residual value on manufacturing and mining equipment returned to
     the  partnership  at lease  maturity and  $200,000 is primarily  related to
     losses  recorded as a provision  and later  realized on the sale of certain
     material  handling  and office  equipment at a lower fair market value than
     originally anticipated.

     The Partnership is in its liquidation  period as defined in the Partnership
     Agreement.  During  the  liquidation  period,  the  Partnership  no  longer
     acquires new leases and the existing  lease  portfolio is in the process of
     running-off.  As  of  September  30,  1998,  the  Partnership  had  sold  a
     substantial  portion  of its  assets.  In  January  1998,  the  Partnership
     distributed  $95 per  Class A  Limited  Partner  Unit  and in  April  1998,
     distributed  an  additional  $8  per  Class  A  Limited   Partner  Unit.  A
     substantial portion of each distribution constituted a return of capital.

                                        9

<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

II.  LIQUIDITY AND CAPITAL RESOURCES

     The  September  30,  1998 sale of prepaid  leases  relieved  the  liability
     associated  with recording the prepayment of remaining  rental payments due
     under the user leases and the residual  (salvage)  value  estimates for the
     equipment subject to the user leases.  Actual cash  consideration  received
     from the sale was immaterial.

     Rent and other  receivables,  net of the allowance  for doubtful  accounts,
     decreased  $66,359  from  $175,075  at  December  31,  1997 to  $108,716 at
     September 30, 1998  primarily due to the  settlement of a bankruptcy  claim
     relating to one lessee.

     Distributions  may  be  characterized  for  tax,  accounting  and  economic
     purposes as a return of capital,  a return on capital or both.  The portion
     of each distribution by a partnership, which exceeds its net income for the
     fiscal period, may be deemed a return of capital.  The Partnership declared
     no distributions to the Class A Limited Partners for the three months ended
     September  30,  1998.  Based on the  amount of net income  reported  by the
     Partnership  for  accounting  purposes,   approximately  68%  of  the  cash
     distributions  paid to the Class A Limited  Partners from  inception of the
     Partnership  through  September  30, 1998  constituted a return of capital.
     However, the total actual return on capital over the Partnership's life can
     only be determined at the termination of the Partnership after all residual
     cash flows (which  include  proceeds  from the  re-leasing  and sale of the
     equipment after initial lease terms expire) have been realized.

     Year 2000 Issues
     ----------------

     An  affiliate  provides  accounting  and  other  administrative   services,
     including data processing  services to the  Partnership.  The affiliate has
     conducted  a  comprehensive  review of its  computer  systems  to  identify
     systems that could be affected by the Year 2000 issue.  The Year 2000 issue
     results from computer  programs  being written using two digits rather than
     four to define the applicable year.  Certain  computer  programs which have
     time-sensitive  software could recognize a date using "00" as the year 1900
     rather than the year 2000.  This could result in major  system  failures or
     miscalculations.  Certain of the  affiliate's  software  has  already  been
     updated to  correctly  account for the Year 2000 issue.  In  addition,  the
     affiliate  is  engaged  in a system  conversion,  whereby  the  affiliate's
     primary lease tracking and  accounting  software is being replaced with new
     systems  which will  account  for the Year 2000  correctly.  The  affiliate
     expects that the new system will be fully operational by December 31, 1999,
     and therefore  will be fully Year 2000  compliant.  The affiliate  does not
     expect  any other  changes  required  for the Year 2000 to have a  material
     effect on its financial  position or results of  operations.  As such,  the
     affiliate has not developed any specific  contingency plans in the event it
     fails to complete the  conversion  to a new system by December 31, 1999. In
     addition,  the affiliate  does not expect any Year 2000 issues  relating to
     its  customers  and  vendors  to have a  material  effect on its  financial
     position or results of operations.

     New Accounting Pronouncements
     -----------------------------

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     Accounting for Derivative  Instruments and Hedging  Activities  ("Statement
     133").  Statement 133  establishes  accounting and reporting  standards for
     derivative  instruments  and for hedging  activities.  It requires  that an
     entity  recognize all  derivatives  as either assets or  liabilities in the
     statement  of  financial  position and measure  those  instruments  at fair
     value. Statement 133 is effective for fiscal years beginning after June 15,
     1999, with earlier application permitted.

                                       10

<PAGE>



II.  LIQUIDITY AND CAPITAL RESOURCES, continued

     New Accounting Pronouncements, continued
     ----------------------------------------

     The Partnership  will adopt Statement 133 in the first quarter of 1999. The
     General  Partner  does not  expect  the  adoption  to have an impact on its
     financial reporting.

     "Safe Harbor" Statement Under the Private Securities  Litigation Reform Act
     ---------------------------------------------------------------------------
     of 1995
     -------

     The statements  contained in this report which are not historical facts may
     be deemed to contain  forward-  looking  statements with respect to events,
     the occurrence of which involve risks and uncertainties, and are subject to
     factors that could cause actual future results to differ both adversely and
     materially  from  currently   anticipated   results,   including,   without
     limitation,  the  level  of lease  originations,  realization  of  residual
     values,  the  availability  and cost of financing  sources and the ultimate
     outcome of any contract  disputes.  Certain  specific risks associated with
     particular  aspects  of the  Partnership's  business  are  discussed  under
     Results of Operations in this report and under Results of Operations in the
     1997 Form 10-K when and where applicable.


                                       11

<PAGE>



                     PAINEWEBBER PREFERRED YIELD FUND, L.P.

                           Part II. OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

None

Item 5. OTHER INFORMATION

On May 15,  1998  Joseph P.  Ciavarella,  Vice  President,  Treasurer  and Chief
Financial Officer of the Administrative General Partner resigned.

During October 1998, Paul L. Novello,  Vice President,  Chief Financial Officer,
Secretary and Treasurer of the Administrative General Partner,  resigned and was
replaced by Carmine Fusco.

Carmine  Fusco,  age 30,  is Vice  President,  Secretary,  Treasurer  and  Chief
Financial and Accounting Officer of the Administrative  General Partner, he also
serves as an Assistant Vice President within the Private Investments  Department
of  PaineWebber  Incorporated.  Mr.  Fusco had  previously  been  employed  as a
Financial  Valuation  Consultant in the Business  Valuation  Group of Deloitte &
Touche,  LLP from January  1997 to August  1998.  He was employed as a Commodity
Fund  Analyst  in  the  Managed  Futures  Department  of  Dean  Witter  Reynolds
Incorporated,  from October 1994 to November 1995. Prior to joining Dean Witter,
Mr.  Fusco  was a Mutual  Fund  Accountant  with  the  Bank of New York  Company
Incorporated.  He received  his  Bachelor of Science  degree in  Accounting  and
Finance  in  May  1991  from  Rider   University   and  a  Master  of   Business
Administration from Seton Hall University in June 1996. Mr. Fusco is a Chartered
Financial Analyst candidate.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     (b) The  Partnership  did not file any reports on Form 8-K during the three
         months ended September 30, 1998.



                                       12

<PAGE>



Item No.                                                  Exhibit Index

     27           Financial Data Schedule

                                       13

<PAGE>



                                    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.

                             PaineWebber Preferred Yield Fund, L.P. (Registrant)

                             By:  CAI Equipment Leasing II Corporation
                                  A General Partner

Date:  November 13, 1998     By:  /s/Anthony M. DiPaolo
                                  ------------------------------------------
                                  Anthony M. DiPaolo
                                  Senior Vice President, Treasurer and Chief
                                  Administrative Officer



                                       14


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
The  schedule  contains  summary  financial   information   extracted  from  the
consolidated  balance  sheets  and  consolidated  statements  of  income  and is
qualified in its entirety by reference to such financial statements.
</LEGEND>

       
<S>                                         <C>
<PERIOD-TYPE>                                9-MOS     
<FISCAL-YEAR-END>                            DEC-31-1998
<PERIOD-END>                                 SEP-30-1998 
<CASH>                                         3,070,149
<SECURITIES>                                           0
<RECEIVABLES>                                    129,994 
<ALLOWANCES>                                           0
<INVENTORY>                                       40,643
<CURRENT-ASSETS>                                       0 
<PP&E>                                         1,934,693 
<DEPRECIATION>                                         0
<TOTAL-ASSETS>                                 5,185,499 
<CURRENT-LIABILITIES>                                  0
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                     2,492,697 
<TOTAL-LIABILITY-AND-EQUITY>                   5,185,499
<SALES>                                          951,768
<TOTAL-REVENUES>                               3,519,490
<CGS>                                                  0
<TOTAL-COSTS>                                  2,685,799
<OTHER-EXPENSES>                                  74,655
<LOSS-PROVISION>                                 550,000
<INTEREST-EXPENSE>                               471,873
<INCOME-PRETAX>                                  833,691
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                              833,691 
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                     833,691
<EPS-PRIMARY>                                       4.86
<EPS-DILUTED>                                       4.86
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission