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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-E, 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 87,118.15
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 87,118.15
PERSON 10. SHARED DISPOSITIVE POWER
WITH None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,118.15
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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 110,590(1)
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 110,590(1)
PERSON 10. SHARED DISPOSITIVE POWER
WITH None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,590(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)
12.5%
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-E, 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 82,186.15 Units for an
aggregate cash purchase price of $542,171.35, and on February 9, 1998,
the Partnership acquired 1,600 Units for an aggregate cash purchase price
of $8,160.00. The source of the funds used in making the purchases 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 82,186.15 Units and the 1,600 Units in
privately-negotiated transactions that were initiated by the sellers.
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
87,118.15 Units, representing approximately 9.9% of the outstanding
Units, and Mr. Engle beneficially owns 110,590 Units, representing
approximately 12.5% of the outstanding Units. Of the Units
beneficially owned by Mr. Engle, 87,118.15 are beneficially owned by
the Partnership and 23,472 are beneficially owned by Atlantic
Acquisition Limited Partnership, a Massachusetts limited partnership
that is controlled by Mr. Engle. The Partnership disclaims any
beneficial ownership of the Units owned Atlantic, and Mr. Engle
disclaims any beneficial ownership of the Units owned by the
Partnership or Atlantic. No other person named in Item 2 owns any
Units. 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, Atlantic 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
