SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report August 20, 1996
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ICON Cash Flow Partners, L.P., Series E
(Exact name of registrant as specified in its charter)
Delaware 13-3602979
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
Commission File Number 33-40044
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600 Mamaroneck Avenue, Harrison, New York 10528-1632
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(Address of principal executive offices) (Zip code)
(914) 698-0600
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Registrant's telephone number, including area code
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ICON Cash Flow Partners, L.P., Series D
Form 8-K
Item 1. Change of Control of Registrant
On August 20, 1996, ICON Holdings Corp. ("ICON Holdings") acquired all of
the outstanding stock of ICON Capital Corp., the general partner (the "General
Partner") of ICON Cash Flow Partners, L.P., Series D (the "Partnership"), and
all of the outstanding stock of ICON Securities Corp., the dealer-manager for
the offer and sale of the limited partnership securities of the Partnership (the
"Dealer- Manager"), for total consideration of $9.35 million. ICON Holdings
is a joint venture between Summit Asset Holding L.L.C., a subsidiary of a
diversified financial and business services group based in the United Kingdom,
and Warrenton Capital Partners L.L.C., which was formed by two of the founders
of Griffin Equity Partners, Inc., a U.S. company engaged in the acquisition of
leases and lease portfolios. The stock of the General Partner and the
Dealer-Manager was purchased from Peter D. Beekman, who [immediately prior
thereto] repurchased certain minority interests in the General Partner held by
former employees of the General Partner. The consideration for the
acquisition was satisfied by (a) $2.7 million in cash from the parent companies
of ICON Holdings and (b) $6.65 million in promissory notes issued to Peter D.
Beekman, of which $2.95 million has been paid, leaving a balance of $3.7 million
as of September 4, 1996. The source of funds for the repayment included the
proceeds of a $1.15 million loan from the General Partner to ICON Holdings. The
remaining notes bear interest rates between 12% and 16.705% and having
maturities between one and three years, are guaranteed by the General Partner
and the Dealer-Manager, and are secured by a pledge of the capital stock of the
General Partner and the Dealer-Manager held by ICON
Holdings and by certain fees payable by the Partnership to the General Partner
and the Dealer-Manager.
In connection with the acquisition, the following changes have been
made in the management of the General Partner and the Dealer-Manager:
o Beaufort J. B. Clarke has become the President and Chief Executive
Officer of both the General Partner and the Dealer-Manager. Prior to
his present position, Mr. Clarke, age 49, 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 U.S. leasing
industry.
o Thomas W. Martin has become the Executive Vice President of both the
General Partner and the Dealer-Manager. Prior to his present position,
Mr. Martin, age 42, was the Executive Vice President and Chief
Financial Officer of Griffin Equity Partners, Inc. Mr. Martin has over
12 years of senior management experience in the leasing business,
particularly in the area of syndication.
o Gary N. Silverhardt, formerly Vice President and Controller of the
General Partner, has become the Chief Financial Officer of the General
Partner.
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ICON Cash Flow Partners, L.P., Series D
Form 8-K
The Board of Directors of the General Partner and the Dealer-Manager now
consist of Neil A. Roberts, who is the Chairman, Mr. Clarke, Mr. Martin and
Timothy R. Spring. Mr. Roberts, age 47, has been the Managing Director of Summit
Asset Management Limited, a subsidiary of The Summit Group PLC, since 1991. Mr.
Roberts has over 25 years of experience in the leasing and finance business,
including positions with Kleinwort Benson Group, the United Kingdom subsidiary
of Hongkong and Shanghai Banking Corporation, and Chemical Bank. Mr. Spring is a
Director of Summit Asset Management Limited.
Peter D. Beekman, Cortes E. DeRussy, Charles Duggan and Susan H. Beekman
have resigned their positions with the General Partner, and Peter D. Beekman and
Susan H. Beekman have resigned their positions with the Dealer-Manager.
The acquisition of the General Partner will not result in any change in
the investment objectives or policies of the Partnership, nor has there been any
change in the terms of the Partnership Agreement.
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ICON Cash Flow Partners, L.P., Series D
Form 8-K
SIGNATURES
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.
ICON Cash Flow Partners, L.P., Series D
File No. 33-40044 (Registrant)
By its General Partner,
ICON Capital Corp.
September 4, 1996 Gary N. Silverhardt
Date Gary N. Silverhardt
Chief Financial Officer
(Principal financial and account
officer of the General Partner
of the Registrant)
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