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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
American Income Fund I-C, a Massachusetts Limited Partnership
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(Name of Issuer)
Units Representing Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number)
Gary D. Engle, President, ONC I Corp.
88 Broad Street, Boston, Massachusetts 02110
(617) 854-5800
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 30, 1998
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box //.
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
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SCHEDULE 13D
CUSIP No. None Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Old North Capital Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) //
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 124,851.23
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 124,851.23
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,851.23
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. None Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary D. Engle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) //
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 141,387(1)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
141,387(1)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,387(1)
(1)Beneficial ownership disclaimed.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. None Page 4 of 8 Pages
ITEM 1. SECURITY AND ISSUER
This Statement relates to units (the "Units") representing limited
partnership interest of American Income Fund I-C, a Massachusetts Limited
Partnership (the "Issuer"), which has its principal executive offices at 88
Broad Street, Boston, Massachusetts 02110.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this Statement are Old North Capital Limited Partnership
(the "Partnership") and Gary D. Engle.
The Partnership is a Massachusetts limited partnership engaged in the
business of acquiring, owning, leasing, financing, pledging and otherwise
encumbering, disposing of and otherwise dealing with real and/or personal
property, including economic interests in any one or more other
partnerships or entities or pursuant to any contract, agreement or
instrument. The general partner of the Partnership is ONC I Corp. (the
"General Partner"), a Massachusetts corporation. The sole activity of the
General Partner is acting as the general partner of the Partnership. Mr.
Engle, James A. Coyne and Geoffrey A. MacDonald are the executive officers
and directors of the General Partner; each of them is a U.S. citizen.
Mr. Engle is President and Chief Executive Officer of Equis
Corporation, the general partner of Equis Financial Group Limited
Partnership ("Equis"), Mr. Coyne is Executive Vice President, Capital
Markets, of Equis Corporation and Mr. MacDonald is Chairman of Equis
Corporation. Equis is a Massachusetts limited partnership engaged
primarily in the business of managing leased assets and funds holding
leased assets. Mr. Engle controls the General Partner. Mr. Engle also
controls the general partner of the Issuer. The business address of
each of the Partnership, the General Partner and Mr. MacDonald is 88
Broad Street, Boston, Massachusetts 02110. The business address of each
of Equis, Mr. Engle and Mr. Coyne is One Canterbury Green, Stamford,
Connecticut 06901.
During the last five years, neither the Partnership or Mr. Engle, nor, to
the best knowledge of the Partnership and Mr. Engle, any of the other
persons named in this Item 2, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 30, 1998, the Partnership acquired 123,279.23 Units for an
aggregate cash purchase price of $716,560.89. The source of the funds
used in making the purchase was the working capital of the Partnership.
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SCHEDULE 13D
CUSIP No. None Page 5 of 8 Pages
ITEM 4. PURPOSE OF TRANSACTION
The Partnership acquired the 123,279.23 Units in a privately-negotiated
transaction that was initiated by the seller. The Partnership did not
acquire the Units with the intent of influencing the general partner of
the Issuer or the business of the Issuer. The value of the Issuer's
equipment portfolio decreases over time due to depreciation resulting
from the age and usage of the equipment. As a result, the Issuer's fixed
costs related to operating as a public entity increase as a percentage of
the Issuer's equipment value. The general partner of the Issuer, which,
like the Partnership, is controlled by Mr. Engle, is evaluating a variety
of transactions that will reduce the Issuer's prospective costs and
therefore enhance the overall value of the Units. Such a transaction
could involve the sale of the Issuer's remaining equipment or it could
be one that would permit the consolidation of the Issuer's expenses with
other similarly-organized leasing programs. The ability of the general
partner of the Issuer to conclude any such transaction is conditioned on
a number of factors, including the market for used equipment, the market
for securities of equipment-leasing companies and the Issuer's ability to
resolve its currently outstanding litigation. There are no assurances
that any transaction will be effectuated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this Statement, the Partnership beneficially owns
124,851.23 Units, representing approximately 15.5% of the outstanding
Units, and Mr. Engle beneficially owns 141,387 Units, representing
approximately 17.6% of the outstanding Units. Of the Units beneficially
owned by Mr. Engle, 124,851.23 are beneficially owned by the Partnership
and 16,536 are beneficially owned by Atlantic Acquisition Limited
Partnership, a Massachusetts limited partnership that is controlled by Mr.
Engle. No other person named in Item 2 owns any Units. The Partnership
disclaims any beneficial ownership of the Units owned by Atlantic, and Mr.
Engle disclaims any beneficial ownership of the Units owned by the
Partnership or Atlantic. The Partnership has sole power to vote and to
dispose of the Units owned by it, and Atlantic has sole power to vote and
to dispose of the Units owned by it.
Except as described in Item 3 above, there have been no transactions in
Units of the Issuer by the Partnership, Mr. Engle or any of the other
persons identified in Item 2 above during the 60-day period prior to the
date of this Statement.
Except for the respective partners comprising the Partnership and
Atlantic, no other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Units owned by the Partnership or Atlantic.
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SCHEDULE 13D
CUSIP No. None Page 6 of 8 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement dated February 10, 1998, between Old North Capital
Limited Partnership and Gary D. Engle.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
OLD NORTH CAPITAL LIMITED
February 10, 1998 PARTNERSHIP
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Date
By: ONC I Corp., its general partner
By: /s/ Gary D. Engle
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Name: Gary D. Engle
Title: President
February 10, 1998 /s/ Gary D. Engle
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Date Name: Gary D. Engle
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SCHEDULE 13D
CUSIP No. None Page 7 of 8 Pages
EXHIBIT INDEX
Exhibit Page Number
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Joint Filing Agreement dated February 10, 1998, between Old 8
North Capital Limited Partnership and Gary D. Engle.
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SCHEDULE 13D
CUSIP No. None Page 8 of 8 Pages
Exhibit 1
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JOINT FILING AGREEMENT
As required by Rule 13d-1(f) of the General Rules and Regulations under
the Securities Exchange Act of 1934, we hereby agree that the statement on
Schedule 13D to which this Agreement is an Exhibit is filed on behalf of
each of us.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of
us as of February 10, 1998.
OLD NORTH CAPITAL LIMITED
PARTNERSHIP
By: ONC I Corp., its general partner
By: /s/ Gary D. Engle
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Name: Gary D. Engle
Title: President
/s/ Gary D. Engle
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Name: Gary D. Engle
