UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1999
------------------------------------------------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the transition period from _____________________ to ________________________
Commission File Number 0-27904
---------------------------------------------------------
ICON Cash Flow Partners, L.P., Series C
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3575099
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
111 Church Street, White Plains, New York 10601-1505
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 993-1700
-----------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on
which registered
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interests
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
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.
[X] Yes [ ] No
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
TABLE OF CONTENTS
Item Page
PART I
1. Business 3-4
2. Properties 5
3. Legal Proceedings 5
4. Submission of Matters to a Vote of Security Holders 5
PART II
5. Market for the Registrant's Securities and Related
Security Holder Matters 5
6. Selected Financial and Operating Data 6
7. General Partner's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
8. Financial Statements and Supplementary Data 10-25
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 26
PART III
10. Directors and Executive Officers of the Registrant's
General Partner 26-27
11. Executive Compensation 27
12. Security Ownership of Certain Beneficial Owners
and Management 28
13. Certain Relationships and Related Transactions 28
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 29
SIGNATURES 30
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
PART I
Item 1. Business
General Development of Business
ICON Cash Flow Partners, L.P., Series C (the "Partnership") was formed in
June 1990 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, January 3, 1991, with the admission of
15,249.37 limited partnership units. Between January 4, 1991 and June 21, 1991
(the final closing date), 184,750.63 additional units were admitted bringing the
final admission to 200,000 units totaling $20,000,000 in capital contributions.
Between 1993 and 1997, the Partnership redeemed 1,755 limited partnership units.
In 1998 the Partnership redeemed 208 units, leaving 198,037 limited partnership
units outstanding at December 31, 1998 and 1999, respectively. The sole general
partner is ICON Capital Corp. (the "General Partner").
The Partnership's original reinvestment period was to expire on June 19,
1996, five years after the final closing date. The General Partner distributed a
definitive consent statement to the limited partners to solicit approval of two
amendments to the Partnership agreement. A majority of the limited partnership
units outstanding responded affirmatively and the amendments were adopted. These
amendments are effective from and after June 19, 1996 and include: (1) extending
the reinvestment period for a maximum of four and one half additional years and
likewise delaying the start and end of the liquidation period, and (2)
eliminating the Partnership's obligation to pay the General Partner a portion of
accrued and unpaid management fees, and any additional management fees which
would otherwise accrue. The previously accrued and unpaid management fees of
$105,000 were paid to the General Partner in 1999. The General Partner
subsequently remitted this amount back to the Partnership as an additional
capital contribution.
Narrative Description of Business
The Partnership is an equipment leasing income fund. The principal
investment objective of the Partnership is to obtain the maximum economic return
from its investments for the benefit of its limited partners. To achieve this
objective the Partnership has and intends to continue to: (1) acquire a
diversified portfolio of short-term, high-yield investments; (2) make monthly
cash distributions to its limited partners from cash from operations, commencing
with each limited partner's admission to the Partnership, when cash is
available, continuing through the reinvestment period; (3) re-invest
substantially all undistributed cash from operations and cash from sales in
additional equipment and financing transactions during the reinvestment period;
and (4) sell the Partnership's investments and distribute the cash from sales of
such investments to its limited partners during the liquidation period.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
The equipment leasing industry is highly competitive. In initiating its
leasing transactions the Partnership competes with leasing companies,
manufacturers that lease their products directly, equipment brokers and dealers
and financial institutions, including commercial banks and insurance companies.
Many competitors are larger than the Partnership and have greater financial
resources.
The Partnership has no direct employees. The General Partner has full and
exclusive discretion in management and control of the Partnership.
Lease and Financing Transactions
The Partnership did not lease or finance any new equipment for the years
ended December 31, 1999 and 1998. At December 31, 1999, the weighted average
initial transaction term of the portfolio was 58 months. A summary of the
portfolio equipment cost by category held at December 31, 1999 and 1998 is as
follows:
<TABLE>
December 31, 1999 December 31, 1998
----------------- -----------------
Category Cost Percent Cost Percent
<S> <C> <C> <C> <C>
Restaurant equipment ............. $ 657,423 30.1% $1,242,630 34.1%
Computer systems ................. 551,423 25.3 978,136 26.8
Manufacturing & production ....... 252,449 11.6 378,526 10.4
Printing ......................... 223,231 10.2 237,459 6.5
Medical .......................... 159,469 7.3 186,032 5.1
Office furniture & fixtures ...... 119,242 5.5 232,067 6.3
Video production ................. 65,815 3.0 95,511 2.6
Copiers .......................... 50,566 2.3 50,566 1.4
Telecommunications ............... 49,359 2.3 105,651 2.9
Automotive equipment ............. 43,283 2.0 43,283 1.2
Retail systems ................... 10,164 0.4 38,844 1.1
Construction ..................... -- -- 58,230 1.6
---------- ----- ---------- -----
$2,182,424 100.0% $3,646,935 100.0%
========== ===== ========== =====
</TABLE>
The Partnership has one lease which individually represented greater than
10% of the total portfolio equipment cost at December 31, 1999. The lease is
with Hometown Buffet, Inc. The underlying equipment is restaurant equipment and
the purchase price of the equipment represents 29% of the total portfolio
equipment cost at December 31, 1999.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
Item 2. Properties
The Partnership neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.
Item 3. Legal Proceedings
The Partnership is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of 1999.
PART II
Item 5. Market for the Registrant's Securities and Related Security Holder
Matters
The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's limited partnership interests.
It is unlikely that any such market will develop.
Number of Equity Security Holders
Title of Class as of December 31,
- -------------- ---------------------------------
1999 1998
---- ----
Limited partners 1,741 1,733
General Partner 1 1
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
Item 6. Selected Financial and Operating Data
<TABLE>
Years Ended December 31,
---------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total revenues ........... $ 214,555 $ 756,341 $ 631,332 $1,170,549 $1,059,354
========== ========== ========== ========== ==========
Net income ............... $ 128,503 $ 773,695 $ 978,533 $ 923,727 $ 400,885
========== ========== ========== ========== ==========
Net income allocable to
limited partners ....... $ 127,218 $ 765,958 $ 968,748 $ 914,490 $ 396,876
========== ========== ========== ========== ==========
Net income allocable to
the General Partner .... $ 1,285 $ 7,737 $ 9,785 $ 9,237 $ 4,009
========== ========== ========== ========== ==========
Weighted average
limited partnership
units outstanding ...... 198,037 198,087 198,332 198,551 199,558
========== ========== ========== ========== ==========
Net income per
weighted average
limited partnership unit $ .64 $ 3.87 $ 4.88 $ 4.61 $ 1.99
========== ========== ========== ========== ==========
Distributions to
limited partners ....... $1,707,724 $1,782,770 $1,784,993 $1,786,992 $1,796,363
========== ========== ========== ========== ==========
Distributions to the
General Partner ........ $ 17,247 $ 18,017 $ 18,030 $ 18,050 $ 18,144
========== ========== ========== ========== ==========
</TABLE>
December 31,
-------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total assets ... $1,393,012 $3,079,477 $4,316,353 $6,643,704 $9,781,663
========== ========== ========== ========== ==========
Partners' equity $1,341,542 $2,833,010 $3,861,494 $4,691,747 $5,583,431
========== ========== ========== ========== ==========
The above selected financial and operating data should be read in
conjunction with the financial statements and related notes appearing elsewhere
in this report.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
Item 7. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
The Partnership's portfolio consisted of a net investment in financings,
finance leases and investment in joint venture of 60%, 31%, 9% of total
investments, respectively, at December 31, 1999 and 51%, 44% and 5% of total
investments, respectively, at December 31, 1998.
Results of Operations
Years Ended December 31, 1999 and 1998
Revenues for the year ended December 31, 1999 were $214,555, representing a
decrease of $541,786 from 1998. The decrease in revenues resulted primarily from
a decrease in gain on sales of equipment of $413,392, a decrease in interest
income and other of $39,931 and a decrease in finance income of $94,421. The
decrease was partially offset by an increase in income from investment in joint
venture of $5,958. The gain on sales of equipment decreased due to a decrease in
the number of leases maturing in which the underlying equipment was sold. The
decrease in interest income and other resulted from a decrease in the average
cash balance from 1998 to 1999. The decrease in finance income resulted from a
decrease in the average size of the portfolio from 1998 to 1999. In December
1998, the Partnership entered into a new joint venture, however, there was no
revenue generated from such joint venture in 1998 compared to $5,958 generated
in 1999.
Expenses for the year ended December 31, 1999 totaled $86,052, representing
an increase of $103,406 from 1998. The increase resulted primarily from a 1998
reversal of a $150,000 allowance for doubtful accounts which was partially
offset by a decrease in general and administrative expense of $33,768 and a
decrease in administrative expense reimbursements of $12,826. Administrative
expense reimbursements decreased due to a decrease in the average size of the
portfolio from 1998 to 1999. The reversal of the allowance for doubtful accounts
in 1998 resulted from an analysis of delinquency trends, loss experience and an
assessment of overall credit risk.
Net income for the years ended December 31, 1999 and 1998 was $128,503 and
$773,695, respectively. The net income per weighted average limited partnership
unit was $.64 and $3.87 for 1999 and 1998, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
Years Ended December 31, 1998 and 1997
Revenues for the year ended December 31, 1998 were $756,341, representing
an increase of $125,009 or 20% from 1997. The increase in revenues resulted
primarily from an increase in net gain on sales or remarketing of equipment of
$289,284 or 164% and an increase in interest income and other of $20,084 or 20%
from 1997. The increase was partially offset by a decrease in finance income of
$163,019 or 49% and a decrease in income from equity investment in joint venture
of $21,340 or 100%. The net gain on sales or remarketing of equipment increased
due to an increase in the number of leases maturing in which the underlying
equipment was sold or remarketed and proceeds received were in excess of the
remaining carrying value of the equipment. The increase in interest income and
other resulted from an increase in the average cash balance from 1997 to 1998.
The decrease in finance income resulted from a decrease in the average size of
the portfolio from 1997 to 1998. The decrease in income from equity investment
in joint venture resulted from the Partnership's 1997 divestiture of its
investment in a joint venture. In December 1998, the Partnership entered into a
new joint venture, however, there were no revenues generated from such joint
venture in 1998.
Expenses for the year ended December 31, 1998 totaled a net credit of
$17,354, representing a change of $329,847 from 1997. The change in expenses
resulted primarily from a 1997 reversal of $471,463 of prior years' accrued and
unpaid management fees. The change in expenses also resulted from an increase in
general and administrative expense of $42,983 or 71% from 1997, a decrease in
administrative expense reimbursements of $29,711 or 50%, a decrease in interest
expense of $4,888 or 100%, and a 1998 reversal of the allowance for doubtful
accounts of $150,000. The increase in general and administrative expense was due
to an increase in legal and other professional fees, printing and tax related
expenses. Administrative expense reimbursements decreased due to a decrease in
the average size of the portfolio from 1997 to 1998. The decrease in interest
expense resulted from a decrease in the average debt outstanding from 1997 to
1998. The reversal of the allowance for doubtful accounts resulted from an
analysis of delinquency trends, loss experience and an assessment of overall
credit risk.
Net income for the years ended December 31, 1998 and 1997 was $773,695 and
$978,533, respectively. The net income per weighted average limited partnership
unit was $3.87 and $4.88 for 1998 and 1997, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 1999, 1998 and 1997 were net
cash provided by operations of $373,704, $952,528 and $2,038,710, and proceeds
from sales of equipment of $178,551, $646,783 and $621,621, respectively. These
funds were used to fund cash distributions and make payments on borrowings. The
Partnership intends to opportunistically purchase equipment until the end of the
extended Reinvestment Period and to continue to fund cash distributions
utilizing cash provided by operations and proceeds from sales of equipment.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
Cash distributions to the limited partners in 1999, 1998 and 1997, which
were paid monthly, totaled $1,707,724, $1,782,770 and $1,784,993, respectively,
of which $127,218, $765,958 and $968,748 was investment income and $1,580,506,
$1,016,812 and $816,245 was a return of capital, respectively. The monthly
annualized cash distribution rate for 1999, 1998 and 1997 was 8.62%, 9.00% and
9.00%, of which .64%, 3.87% and 4.88% was investment income and 7.98%, 5.13% and
4.12% was a return of capital, respectively, calculated as a percentage of each
partners' initial capital contribution. The limited partner distribution per
weighted average unit outstanding in 1999, 1998 and 1997 was $8.62, $9.00 and
$9.00, of which $.64, $3.87 and $4.88 was investment income and $7.98, $5.13 and
$4.12 was a return of capital, respectively.
As of December 31, 1999, except as noted above, there were no known trends
or demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. As cash is realized from operations, sales of
equipment and borrowings, the Partnership will invest in equipment leases and
financings and make distributions to limited partners where it deems it to be
prudent while retaining sufficient cash to meet its reserve requirements and
recurring obligations.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page Number
Independent Auditors' Report 12
Balance Sheets as of December 31, 1999 and 1998 13
Statements of Operations for the Years Ended
December 31, 1999, 1998 and 1997 14
Statements of Changes in Partners' Equity for
the Years Ended December 31, 1999, 1998 and 1997 15
Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997 16-18
Notes to Financial Statements 19-25
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Financial Statements
December 31, 1999
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Cash Flow Partners, L.P., Series C:
We have audited the accompanying balance sheets of ICON Cash Flow Partners,
L.P., Series C (a Delaware limited partnership) as of December 31, 1999 and
1998, and the related statements of operations, changes in partners' equity and
cash flows for each of the years in the three-year period ended December 31,
1999. These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ICON Cash Flow Partners, L.P.,
Series C as of December 31, 1999 and 1998, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1999 in conformity with generally accepted accounting principles.
/s/ KPMG LLP
KPMG LLP
March 28, 2000
New York, New York
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Balance Sheets
December 31,
<TABLE>
1999 1998
---- ----
Assets
<S> <C> <C>
Cash ................................................. $ 915,565 $ 1,983,281
----------- -----------
Investment in financings
Receivables due in installments .................. 302,984 645,067
Unearned income .................................. (15,519) (60,405)
Allowance for doubtful accounts .................. (27,847) (27,847)
----------- -----------
259,618 556,815
----------- -----------
Investment in finance leases
Minimum rents receivable ......................... 142,109 469,525
Estimated unguaranteed residual values ........... 11,901 77,884
Unearned income .................................. (6,060) (40,861)
Allowance for doubtful accounts .................. (27,305) (24,127)
----------- -----------
120,645 482,421
----------- -----------
Investment in joint venture .......................... 44,299 56,960
Other assets ......................................... 52,885 --
----------- -----------
Total assets ......................................... $ 1,393,012 $ 3,079,477
=========== ===========
Liabilities and Partners' Equity
Accounts payable to General Partner and affiliates ... $ -- $ 175,586
Security deposits, deferred credits and other payables 51,470 70,881
----------- -----------
51,470 246,467
----------- -----------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner .................................. (55,040) (144,078)
Limited partners (198,037 units outstanding,
$100 per unit original issue price) ............ 1,396,582 2,977,088
----------- -----------
Total partners' equity ............................... 1,341,542 2,833,010
----------- -----------
Total liabilities and partners' equity ............... $ 1,393,012 $ 3,079,477
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31,
1999 1998 1997
---- ---- ----
Revenues
Gain on sales of equipment ............ $ 51,752 $ 465,144 $ 175,860
Finance income ........................ 77,758 172,179 335,198
Interest income and other ............. 79,087 119,018 98,934
Income from investment in joint venture 5,958 -- 21,340
--------- --------- ---------
Total revenues ........................ 214,555 756,341 631,332
--------- --------- ---------
Expenses
General and administrative ............ 69,463 103,231 60,248
Administrative expense reimbursements
- General Partner ................... 16,589 29,415 59,126
Management fees - General Partner ..... -- -- (471,463)
Interest .............................. -- -- 4,888
Reversal of allowance for
doubtful accounts ................... -- (150,000) --
--------- --------- ---------
Total expenses ........................ 86,052 (17,354) (347,201)
--------- --------- ---------
Net income ............................... $ 128,503 $ 773,695 $ 978,533
========= ========= =========
Net income allocable to:
Limited partners ...................... $ 127,218 $ 765,958 $ 968,748
General Partner ....................... 1,285 7,737 9,785
--------- --------- ---------
$ 128,503 $ 773,695 $ 978,533
========= ========= =========
Weighted average number of limited
partnership units outstanding ......... 198,037 198,087 198,332
========= ========= =========
Net income per weighted average
limited partnership unit .............. $ .64 $ 3.87 $ 4.88
========= ========= =========
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1996 $ 4,817,300 $(125,553) $ 4,691,747
Cash distributions
to partners $ 4.12 $ 4.88 (1,784,993) (18,030) (1,803,023)
Limited partnership
units redeemed
(225 units) (5,763) - (5,763)
Net income 968,748 9,785 978,533
----------- --------- -----------
Balance at
December 31, 1997 3,995,292 (133,798) 3,861,494
Cash distributions
to partners $ 5.13 $ 3.87 (1,782,770) (18,017) (1,800,787)
Limited partnership
units redeemed
(208 units) (1,392) - (1,392)
Net income 765,958 7,737 773,695
----------- --------- -----------
Balance at
December 31, 1998 2,977,088 (144,078) 2,833,010
Cash distributions
to partners $ 7.98 $ .64 (1,707,724) (17,247) (1,724,971)
Capital contribution - 105,000 105,000
Net income 127,218 1,285 128,503
----------- --------- -----------
Balance at
December 31, 1999 $ 1,396,582 $ (55,040) $ 1,341,542
=========== ========= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31,
<TABLE>
1999 1998 1997
---- ---- ----
Cash flows from operating activities:
<S> <C> <C> <C>
Net income ........................................... $ 128,503 $ 773,695 $ 978,533
----------- ----------- -----------
Adjustments to reconcile net income to
net cash provided by operating activities:
Finance income portion of receivables paid
directly to lenders by lessees ................... -- -- (14,028)
Gain on sales of equipment ......................... (51,752) (465,144) (175,860)
Interest expense on non-recourse financing
paid directly by lessees ......................... -- -- 4,888
Income from investment in joint venture ............ (5,958) -- (21,340)
Changes in operating assets and liabilities:
Collection of principal - non-financed receivables 580,894 1,029,790 1,486,003
Distribution from joint ventures ................. 22,731 -- 237,003
Investment in equity joint venture ............... (4,112) (56,960) --
Allowance for doubtful accounts .................. 3,178 (130,962) (126,084)
Accounts payable to General Partner
and affiliates ................................. (175,586) 139,352 (474,482)
Security deposits and deferred credits ........... (19,411) (347,744) (28,262)
Other ............................................ (104,783) 10,501 172,339
----------- ----------- -----------
Total adjustments .............................. 245,201 178,833 1,060,177
----------- ----------- -----------
Net cash provided by operating activities ........ 373,704 952,528 2,038,710
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ..................... 178,551 646,783 621,621
Proceeds from sale of investment in
joint venture ...................................... -- -- 275,294
----------- ----------- -----------
Net cash provided by investing activities ........ 178,551 646,783 896,915
----------- ----------- -----------
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Years Ended December 31,
<TABLE>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Cash flows from financing activities:
Redemption of limited partnership units -- (1,392) (5,763)
Cash distributions to partners ........ (1,724,971) (1,800,787) (1,803,023)
Capital contribution .................. 105,000 -- --
----------- ----------- -----------
Net cash used in financing activities .... (1,619,971) (1,802,179) (1,808,786)
----------- ----------- -----------
Net (decrease) increase in cash ....... (1,067,716) (202,868) 1,126,839
Cash, beginning of year .................. 1,983,281 2,186,149 1,059,310
----------- ----------- -----------
Cash, end of year ........................ $ 915,565 $ 1,983,281 $ 2,186,149
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows (Continued)
Supplemental Disclosures of Cash Flow Information
During the years ended December 31, 1999, 1998 and 1997, non-cash
activities included the following:
<TABLE>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Principal and interest on finance receivables
paid directly to lender by lessee ............ $ -- $ -- $ 419,734
Principal and interest on non-recourse financing
paid directly to lender by lessee ............ -- -- (419,734)
Decrease in notes payable - non-recourse
due to terminations .......................... -- -- (579,508)
Decrease in investment in finance leases due to
terminations ................................. -- -- 579,508
--------- --------- ---------
$ -- $ -- $ --
========= ========= =========
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1999
1. Organization
ICON Cash Flow Partners, L.P., Series C (the "Partnership") was formed on
June 22, 1990 as a Delaware limited partnership with an initial capitalization
of $2,000. It was formed to acquire various types of equipment, to lease such
equipment to third parties and, to a lesser degree, to enter into secured
financing transactions. The Partnership's offering period commenced on January
3, 1991 and by its final closing in 1991, 200,000 units had been admitted into
the Partnership with aggregate gross proceeds of $20,000,000. Between 1993 and
1997, the Partnership redeemed 1,755 limited partnership units. In 1998 the
Partnership redeemed 208 limited partnership units, leaving 198,037 limited
partnership units outstanding at December 31, 1998 and 1999.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner manages and controls
the business affairs of the Partnership's equipment leases and financing
transactions under a management agreement with the Partnership.
ICON Securities Corp., an affiliate of the General Partner, received an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting compensation paid by the Partnership, including underwriting
commissions, sales commissions, incentive fees, public offering expense
reimbursements and due diligence activities was limited to 13% of the gross
proceeds received from the sale of the units. Such offering costs aggregated
$2,600,000, (including $1,013,120 paid to the General Partner or its affiliates)
and were charged directly to limited partners' equity.
Profits, losses, cash distributions and disposition proceeds are allocated
99% to the limited partners and 1% to the General Partner until each limited
partner has received cash distributions and disposition proceeds sufficient to
reduce its adjusted capital contribution account to zero and receive, in
addition, other distributions and allocations which would provide a 10% per
annum cumulative return on its outstanding adjusted capital contribution
account. After such time, distributions would be allocated 90% to the limited
partners and 10% to the General Partner.
2. Amendments to Partnership Agreement
The Partnership's original reinvestment period was to
expire on June 19, 1996, five years after the final closing date.
The General Partner distributed a definitive consent statement to the limited
partners to solicit approval of two amendments to the Partnership agreement. A
majority of the limited partnership units outstanding responded affirmatively
and the amendments were adopted accordingly. These amendments are effective from
and after June 19, 1996 and include: (1) extending the reinvestment period for a
maximum of four and one half additional years and likewise delayed the start and
end of the liquidation period, and (2) eliminating the Partnership's obligation
to pay the General Partner $529,125 of the $634,125 accrued and unpaid
management fees as of December 31, 1997 and all additional management fees which
would otherwise accrue. The remaining $105,000 of previously accrued and unpaid
management fees was paid to the General Partner in 1999. The General Partner
remitted this amount back to the Partnership in 1999 in the form of an
additional capital contribution.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
3. Significant Accounting Policies
Basis of Accounting and Presentation - The Partnership's records are
maintained on the accrual basis. The preparation of financial statements in
conformity with generally accepted accounting principles requires the General
Partner's management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and liabilities.
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases or operating leases, as appropriate. The Partnership
presently has only investments in finance leases. For finance leases, the
Partnership records, at the inception of the lease, the total minimum lease
payments receivable, the estimated unguaranteed residual values, the initial
direct costs related to the leases and the related unearned income. Unearned
income represents the difference between the sum of the minimum lease payments
receivable plus the estimated unguaranteed residual minus the cost of the leased
equipment. Unearned income is recognized as finance income over the terms of the
related leases using the interest method. Initial direct costs of finance leases
are capitalized and are amortized over the terms of the related leases using the
interest method. The Partnership's leases have terms ranging from two to five
years. Each lease is expected to provide aggregate contractual rents that, along
with residual proceeds, return the Partnership's cost of its investments along
with investment income.
Investment in Financings - Investment in financings represent the gross
receivables due from the financing of equipment plus the initial direct costs
related thereto less the related unearned income. The unearned income is
recognized as finance income and the initial direct costs are amortized over the
terms of the receivables using the interest method. Financing transactions are
supported by a written promissory note evidencing the obligation of the user to
repay the principal, together with interest, which will be sufficient to return
the Partnership's full cost associated with such financing transaction, together
with some investment income. Furthermore, the repayment obligation is
collateralized by a security interest in the tangible or intangible personal
property.
Disclosures About Fair Value of Financial Instruments - Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments. Separate disclosure of fair value information as of December 31,
1999 and 1998 with respect to the Company's assets and liabilities is not
provided because (i) SFAS No. 107 does not require disclosures about the fair
value of lease arrangements and (ii) the carrying value of financial assets,
other than lease related investments, approximates market value.
Investment in Joint Ventures - The Partnership accounts for its interests
in less than 50% owned joint ventures under the equity method of accounting. In
such cases, the Partnership's original investment is recorded at cost and
adjusted for its share of earnings, losses and distributions thereafter.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Allowance for Doubtful Accounts - The Partnership records provisions for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on an analysis of delinquency and loss trends and
an assessment of overall credit risk. The Partnership's write-off policy is
based on an analysis of the aging of the Partnership's portfolio, a review of
the non-performing receivables and leases, and prior collection experience. An
account is fully reserved for or written off when such analysis indicates that
the probability of collection of the account is remote. In 1998 the Partnership
reversed $150,000 of amounts previously included in the allowance for doubtful
accounts.
Impairment of Estimated Residual Values -- The Partnership's policy with
respect to impairment of estimated residual values is to review, on a periodic
basis, the carrying value of its residuals on an individual asset basis to
determine whether events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable and, therefore, an impairment loss
should be recognized. The events or changes in circumstances which generally
indicate that the residual value of an asset has been impaired are (i) the
estimated fair value of the underlying equipment is less than the Partnership's
carrying value or (ii) the lessee is experiencing financial difficulties and it
does not appear likely that the estimated proceeds from disposition of the asset
will be sufficient to satisfy the remaining obligation to the non-recourse
lender and the Partnership's residual position. Generally in the latter
situation, the residual position relates to equipment subject to third party
non-recourse notes payable where the lessee remits their rental payments
directly to the lender and the Partnership does not recover its residual until
the non-recourse note obligation is repaid in full.
The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Partnership from release or resale of the equipment. Generally,
quoted market prices are used as the basis for measuring whether an impairment
loss should be recognized.
Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.
New Accounting Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
SFAS No. 133, as amended, is effective for all quarters of fiscal years
beginning after June 15, 2000. The adoption of SFAS No. 133 is not expected to
have a material effect on the Partnership's net income, partners' equity or
total assets.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
4. Investments in Joint Ventures
In February 1995 the Partnership and two affiliates, ICON Cash Flow
Partners, L.P., Series B ("Series B"), and ICON Cash Flow Partners L.P. Six
("L.P. Six") formed ICON Asset Acquisition L.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring, managing and securitizing a portfolio
of leases. ICON Asset Acquisition LLC purchased an existing portfolio of leases
and securitized substantially all of its portfolio and became the beneficial
owner of a trust. In September 1997, L.P. Six purchased, from the Partnership
and Series B, their investment in ICON Asset Acquisition LLC. The Partnership
and Series B's investments were purchased at book value, which approximated
market value at that time and ICON Asset Acquisition LLC became a 100% owned
subsidiary of L.P Six. L.P Six transferred all of ICON Asset Acquisition LLC's
assets to its own account and dissolved ICON Asset Acquisition LLC in the fourth
quarter 1997.
In December 1998 the Partnership and three affiliates, ICON Cash Flow
Partners L.P. Six ("L.P. Six"), ICON Cash Flow Partners L.P. Seven ("L.P.
Seven") and ICON Income Fund Eight A L.P. ("Eight A") formed ICON Boardman
Funding LLC ("ICON BF"), for the purpose of acquiring a lease with Portland
General Electric. The purchase price totaled $27,421,810, and was funded with
cash and non-recourse debt assumed in the purchase price. The Partnership, L.P.
Six, L.P. Seven and Eight A received a .5%, .5%, .5% and 98.5% interest,
respectively, in ICON BF. The Partnership's original investment was recorded at
cost of $56,960 and is adjusted by its share of earnings, losses and
distributions, thereafter. The Partnership invested $4,112 in the joint venture
in 1999. Simultaneously with the acquisition of the Portland General Electric
lease by ICON BF, the rent in excess of the senior debt payments was acquired by
L.P. Six for $3,801,108. On March 30, 1999, ICON BF acquired L.P. Six's
investment in a portion of the rent in excess of the senior debt payments for
$3,097,637 and financed, with a third party, all of the rent receivable in
excess of the senior debt payments. ICON BF received $7,643,867 from the
financing. There was no gain or loss to L.P. Six on this transaction. The
proceeds from the financing, net of the purchase of L.P. Six's investment, were
distributed to the members of ICON BF in accordance with their ownership
interests.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Information as to the financial position of ICON BF as of December 31, 1999
and 1998 is summarized below:
December 31, 1999 December 31, 1998
Assets $27,740,665 $23,620,702
=========== ===========
Liabilities $18,880,079 $12,228,713
=========== ===========
Equity $ 8,860,586 $11,391,989
=========== ===========
Partnership's share of equity $ 44,299 $ 56,960
=========== ===========
Net income $ 1,191,629 $ -
=========== ===========
Partnership's share of net income $ 5,958 $ -
=========== ===========
Distributions $ 4,546,230 $ -
=========== ===========
Partnership's share of distributions $ 22,731 $ -
=========== ===========
5. Receivables Due in Installments
Non-cancelable minimum annual amounts receivable on financings and finance
leases are as follows:
Finance
Year Financings Leases Total
2000 $258,116 $135,541 $393,657
2001 44,868 6,568 51,436
-------- -------- --------
$302,984 $142,109 $445,093
======== ======== ========
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
6. Allowance for Doubtful Accounts
The Allowance for doubtful accounts related to the investments in finance
leases and investment in financings consisted of the following:
<TABLE>
Finance
Leases Financings Total
<S> <C> <C> <C>
Balance at December 31, 1996 ................... $ 285,600 $ 23,420 $ 309,020
Accounts written-off ...................... (114,805) (22,816) (137,621)
Recovery on accounts previously
written-off ............................. 6,927 4,610 11,537
Transfer within accounts .................. (89,223) 89,223 --
--------- --------- ---------
Balance at December 31, 1997 ................... 88,499 94,437 182,936
Accounts written-off ...................... (1,566) -- (1,566)
Recovery on accounts previously
written-off ............................. 20,604 -- 20,604
Transfer within accounts .................. (9,343) 9,343 --
Reversal of allowance for doubtful accounts (74,067) (75,933) (150,000)
--------- --------- ---------
Balance at December 31, 1998 ................... 24,127 27,847 51,974
Recovery on accounts previously
written-off ............................. 3,178 -- 3,178
--------- --------- ---------
Balance at December 31, 1999 ................... $ 27,305 $ 27,847 $ 55,152
========= ========= =========
</TABLE>
7. Related Party Transactions
As a result of the approval of the amendments as discussed in Note 2, in
which the General Partner's right to receive certain fees was voluntarily
waived, the Partnership reversed accrued and unpaid management fees in the
amount of $529,125 of the $634,125 accrued and unpaid management fee as of
December 31, 1997. The reversal consisted of $57,662 relating to 1997 accrued
management fees and $471,463 relating to management fees from 1996 and prior.
These management fees had been previously expensed but not paid to the General
Partner. During the years ended December 31, 1999, 1998 and 1997 the Partnership
paid or accrued to the General Partner administrative expense reimbursements of
$16,589, $29,415 and $59,126, respectively. These reimbursements were charged to
operations. See Note 2 for information relating to the 1999 capital contribution
made by the General Partner.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
In December 1998 the Partnership and three affiliates, L.P. Six, L.P. Seven
and Eight A formed ICON BF, for the purpose of acquiring a lease with Portland
General Electric. See Note 4 for additional information relating to the joint
venture.
In February 1995 the Partnership and two affiliates, ICON Cash Flow
Partners, L.P., Series B ("Series B"), and L.P. Six formed ICON Asset
Acquisition L.L.C. I ("ICON Asset Acquisition LLC") as a special purpose limited
liability company. ICON Asset Acquisition LLC was formed for the purpose of
acquiring, managing and securitizing a portfolio of leases. See Note 4 for
additional information relating to the joint venture.
8. Tax Information (Unaudited)
The following reconciles the net income for financial reporting purposes to
income for federal income tax purposes for the years ended December 31:
1999 1998 1997
---- ---- ----
Net income per financial statements $ 128,503 $ 773,695 $ 978,533
Differences due to:
Direct finance leases .......... 174,557 421,385 923,405
Depreciation ................... (116,003) (443,142) (809,958)
Provision for losses ........... (3,178) (130,902) (124,312)
Gain (loss) on sale of equipment 5,528 (307,902) (57,845)
Management fee reversal ........ -- (529,125)
Other .......................... (9,973) 48,227 (106,322)
--------- --------- ---------
Partnership income for
federal income tax purposes .... $ 179,434 $ 361,361 $ 274,376
========= ========= =========
As of December 31, 1999, the partners' capital accounts included in the
financial statements totaled $1,341,542 compared to the partners' capital
accounts for federal income tax purposes of $7,444,427 (unaudited). The
difference arises primarily from commissions reported as a reduction in the
partners' capital for financial reporting purposes but not for federal income
tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant's General Partner
The General Partner, a Connecticut corporation, was formed in 1985. The
General Partner's principal offices are located at 111 Church Street, White
Plains, New York 10601-1505, and its telephone number is (914) 993-1700. The
officers of the General Partner have extensive experience with transactions
involving the acquisition, leasing, financing and disposition of equipment,
including acquiring and disposing of equipment subject to leases and full
financing transactions.
The manager of the Partnership's business is the General Partner. The
General Partner is engaged in a broad range of equipment leasing and financing
activities. Through its sales representatives and through various broker
relationships throughout the United States, the General Partner offers a broad
range of equipment leasing services.
The General Partner is performing or causing to be performed certain
functions relating to the management of the equipment of the Partnership. Such
services include the collection of lease payments from the lessees of the
equipment, re-leasing services in connection with equipment which is off-lease,
inspections of the equipment, liaison with and general supervision of lessees to
assure that the equipment is being properly operated and maintained, monitoring
performance by the lessees of their obligations under the leases and the payment
of operating expenses.
The officers and directors of the General Partner are as follows:
Beaufort J.B. Clarke Chairman, Chief Executive Officer and Director
Paul B. Weiss President and Director
Thomas W. Martin Executive Vice President and Director
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1998
Beaufort J. B. Clarke, age 54, has been Chairman, Chief Executive Officer
and Director of the General Partner since 1996. Prior to his present position,
Mr. Clarke was founder and the President and Chief Executive Officer of Griffin
Equity Partners, Inc. Mr. Clarke formerly was an attorney with Shearman and
Sterling and has over 20 years of senior management experience in the United
States leasing industry.
Paul B. Weiss, age 39, is President and Director of the General Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations with the General Partner since 1996, Griffin Equity Partners (as
Executive Vice President from 1993-1996); Gemini Financial Holdings (as Senior
Vice President-Portfolio Acquisitions from 1991-1993) and Pegasus Capital
Corporation (as Vice President-Portfolio Acquisitions from 1988-1991). He was
previously an investment banker and a commercial banker.
Thomas W. Martin, age 46, has been Executive Vice President of the General
Partner since 1996. Prior to his present position, Mr. Martin was the Executive
Vice President and Chief Financial Officer of Griffin Equity Partners, Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.
Item 11. Executive Compensation
The Partnership has no directors or officers. The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 1999, 1998 and 1997.
<TABLE>
Entity Capacity Type of Compensation 1999 1998 1997
------ -------- -------------------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ICON Capital Corp. General Partner Administrative expense
reimbursements $16,589 $29,415 $ 59,126
ICON Capital Corp. General Partner Management fees - - (471,463)
------- ------- ---------
$16,589 $29,415 $(412,337)
======= ======= =========
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Partnership is a limited partnership and therefore does not have voting
shares of stock. No person of record owns, or is known by the Partnership
to own beneficially, more than 5% of any class of securities of the
Partnership.
(b) As of March 24, 2000, Directors and Officers of the General Partner do not
own any equity securities of the Partnership.
(c) The General Partner owns the equity securities of the Partnership set forth
in the following table:
Title of Class Amount Beneficially Owned Percent of Class
-------------- -------------------------- ----------------
General Partner Represents initially a 1% and 100%
Interest potentially a 10% interest in
the Partnership's income, gain
and loss deductions.
Profits, losses, cash distributions and disposition proceeds are allocated
99% to the limited partners and 1% to the General Partner until each investor
has received cash distributions and disposition proceeds sufficient to reduce
its adjusted capital contribution account to zero and receive, in addition,
other distributions and allocations which would provide a 10% per annum
cumulative return, compounded daily, on the outstanding adjusted capital
contribution account. After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.
Item 13. Certain Relationships and Related Transactions
See Item 11 for a discussion of the Partnership's related party
transactions.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements - See Part II, Item 8 hereof.
2. Financial Statement Schedule - None.
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set
forth therein is included in the Financial Statements or Notes thereto.
3. Exhibits - The following exhibits are incorporated herein by reference:
(i) Form of Dealer-Manager Agreement (Incorporated herein by reference to
Exhibit 1.1 to Amendment No. 2 to Form S-1 Registration Statement No.
33-36376 filed with the Securities and Exchange Commission on November
30, 1990)
(ii) Form of Selling Dealer Agreement (Incorporated herein by reference to
Exhibit 1.2 to Amendment No. 2 to Form S-1 Registration Statement No.
33-36376 filed with the Securities and Exchange Commission on November
30, 1990)
(iii)Amended and Restated Agreement of Limited Partnership (Incorporated
by reference to Exhibit A to Amendment No. 2 to Form S-1 Registration
Statement No. 33-36376 filed with the Securities and Exchange
Commission on November 30, 1990)
(iv) Form of Management Agreement between the Partnership and Crossgate
Leasing, Inc. (Incorporated herein by reference to Exhibit 10.01 to
Amendment No. 1 to Form S-1 Registration Statement No. 33-36376 filed
with the Securities and Exchange Commission on October 25, 1990)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership during the quarter
ended December 31, 1999.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1999
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ICON CASH FLOW PARTNERS, L.P., Series C
File No. 33-36376 (Registrant)
By its General Partner, ICON Capital Corp.
Date: March 29,2000 /s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacity and on the dates indicated.
ICON Capital Corp.
sole General Partner of the Registrant
Date: March 29, 2000 /s/ Beaufort J.B. Clarke
------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
Date: March 29, 2000 /s/ Paul B. Weiss
-----------------
Paul B. Weiss
President and Director
Date: March 29, 2000 /s/ Thomas W. Martin
--------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrant
Which have not Registered Securities Pursuant to Section 12 of the Act
No annual report or proxy material has been sent to security holders. An annual
report will be sent to the limited partners and a copy will be forwarded to the
Commission.
