<PAGE>
_______________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13E-4
Issuer Tender Offer Statement (Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
_______________________
AFG INVESTMENT TRUST A
(Name of Issuer and Name of Person Filing Statement)
CLASS A BENEFICIARY INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
_____________________________________
Copy to:
James A. Coyne Thomas F. Gloster III, Esq.
c/o Equis Financial Group Limited Partnership Peabody & Brown
98 North Washington Street 101 Federal Street
Boston, Massachusetts 02114 Boston, Massachusetts 02110
(617) 854-5800 (617) 345-1141
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
_____________________________________
August 7, 1997
(Date Tender Offer First Published, Sent or Given to Securityholders)
_____________________________________
Calculation of Filing Fee
________________________________________________________________
<TABLE>
<CAPTION>
Transaction Amount of
Valuation* Filing Fee
----------- ----------
<S> <C>
$2,409,693 $482
</TABLE>
________________________________________________________________
*For purposes of calculating the filing fee only. This amount assumes the
purchase of 247,148 Class A Beneficiary Interests (the "Class A Interests") of
the Issuer for $9.75 per Class A Interest in cash.
<PAGE>
/ / Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
form or schedule and date of its filing.
Amount Previously Paid: N.A.
Form or Registration Number: N.A.
Filing Party: N.A.
Date Filed: N.A.
2
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Item 1. Security and Issuer.
(a) The name of the issuer is AFG Investment Trust A, a Delaware business
trust (the "Trust"), which has its principal executive office at 98 North
Washington Street, Boston, Massachusetts 02114.
(b) This Statement relates to the offer by the Trust to purchase up to
247,148 of the outstanding Class A Beneficiary Interests (the "Class A
Interests") of the Trust at $9.75 per Class A Interest, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated August 7, 1997 (the "Offer to Purchase"), and in
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively. The number of Class A Interests
outstanding is set forth under "INTRODUCTION" of the Offer to Purchase and is
incorporated herein by reference. The amount of Class A Interests that may be
purchased from any officer or director of AFG ASIT Corporation, a Massachusetts
corporation that is the Managing Trustee of the Trust (the "Managing Trustee"),
or from any affiliate of the Managing Trustee, is set forth under "INTRODUCTION"
of the Offer to Purchase and is incorporated herein by reference.
(c) The information set forth under "THE TENDER OFFER -- Section 7.
Effects of the Offer" and "THE TENDER OFFER -- Section 12. Background of the
Offer" of the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) The information set forth in "THE TENDER OFFER -- Section 11. Source
of Funds" of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or
Proposals of the Issuer or Affiliate.
(a)-(j) The information set forth in "THE TENDER OFFER -- Section 8.
Future Plans" and "THE TENDER OFFER -- Section 12. Background of the Offer" of
the Offer to Purchase is incorporated herein by reference.
Item 4. Interest in Securities of the Issuer.
Neither the Trust nor, to its knowledge, the Managing Trustee, any
executive officer or director of the Managing Trustee, any person controlling
the Managing Trustee or any associate of any such person has engaged in any
transaction involving the Class A Interests during the 40 business days
preceding the date hereof.
3
<PAGE>
Item 5. Contracts, Arrangements, Understandings or Relationships
With Respect to the Issuer's Securities.
None.
Item 6. Persons Retained, Employed or to be Compensated.
The information set forth in "THE TENDER OFFER -- Section 15. Certain Fees
and Expenses" of the Offer to Purchase is incorporated herein by reference.
Item 7. Financial Information.
(a) The information set forth in "THE TENDER OFFER -- Section 9. Certain
Information Concerning the Trust -- Financial Information" of the Offer to
Purchase and the Financial Statements of the Trust set forth at the end of the
Offer to Purchase are incorporated herein by reference.
(b) Not applicable.
Item 8. Additional Information.
(a) None.
(b)-(d) The information set forth in "THE TENDER OFFER -- Section 14.
Certain Legal Matters" of the Offer to Purchase is incorporated herein by
reference.
(e) None.
Item 9. Material to be Filed as Exhibits.
(a)(1) Offer to Purchase dated August 7, 1997.
(a)(2) Letter of Transmittal.
(a)(3) Cover Letter dated August 7, 1997, from the Trust to
Beneficiaries.
(b) Not applicable.
(c) None.
(d) None.
(e)-(f) Not applicable.
4
<PAGE>
SIGNATURES
After due 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.
Dated: August 7, 1997
AFG INVESTMENT TRUST A
By: AFG ASIT Corporation,
its Managing Trustee
By: ___________________________
Name: James A. Coyne
Title: Vice President
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Description Numbered Page
- ------- ----------- -------------
<S> <C> <C>
(a)(1) Offer to Purchase dated August 7, 1997.
(a)(2) Letter of Transmittal.
(a)(3) Cover Letter dated August 7, 1997,
from the Trust to Beneficiaries.
(b) Not applicable.
(c) None.
(d) None.
(e)-(f) Not applicable.
</TABLE>
6
<PAGE>
Offer to Purchase for Cash
by
AFG INVESTMENT TRUST A
of
Up to 247,148 of its Class A Beneficiary Interests
at
$9.75 NET PER CLASS A INTEREST
THE OFFER, WITHDRAWAL RIGHTS AND THE PRORATION PERIOD WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON SEPTEMBER 12, 1997, UNLESS THE OFFER IS EXTENDED.
AFG Investment Trust A, a Delaware business trust (the "Trust"), hereby
offers to redeem up to 247,148 of its outstanding Class A Beneficiary Interests
(the "Class A Interests"), at a price of $9.75 per Class A Interest, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in this Offer to Purchase (the "Offer to Purchase") and in the related
Letter of Transmittal, as each may be supplemented or amended from time to time
(which together constitute the "Offer"). The Offer is made to Class A
Beneficiaries of record as of August 1, 1997. The 247,148 Class A Interests
sought pursuant to the Offer represent approximately 45% of the Class A
Interests outstanding as of August 1, 1997.
The Offer is not conditioned upon any minimum number of Class A Interests
being tendered. If more than 247,148 Class A Interests are validly tendered and
not withdrawn, the Trust will accept for purchase, on a pro rata basis,
247,148 Class A Interests, subject to the terms and conditions herein.
Each Class A Beneficiary should consider carefully the following factors:
- The Purchase Price of $9.75 per Class A Interest is less than what the
Managing Trustee believes the liquidation value of the Class A
Interests might be ($13.24 per Class A Interest) but in excess of the
recent prices at which the Class A Interests have traded in the
secondary market (after discounting such prices by the special
distribution being made to the Class A Beneficiaries by the Trust.)
(See "Section 12. Background of the Offer" for a discussion of the
Managing Trustee's determination of the Purchase Price and liquidation
value, and the related assumptions and other factors relating to such
determination.)
- This Offer to redeem Class A Interests is intended to be carried out
by the Trust at a price which will increase distributions with
respect to the Class A Interests not redeemed.
- A lawsuit has recently been filed, asserting, among other things, that
the recent offering by the Trust of its Class B Subordinated Interests
was intended by the Managing Trustee and its Affiliates to ensure that
they would obtain voting control of the Trust and that the offering
was conducted upon one-sided terms and conditions. (See "Section 14.
Certain Legal Matters" for a description of this lawsuit.)
- Class A Beneficiaries who tender Class A Interests will not be
entitled to any future distributions from the Trust (other than the
special distribution), including, without limitation, any
distributions to be made to Class A Beneficiaries upon liquidation of
the Trust. (Distributions to Class A Beneficiaries made by the Trust
after August 1, 1997 (excluding the special
<PAGE>
distribution) will either be assigned to the Trust or will
correspondingly reduce the Purchase Price.) Such future distributions
are expected by the Managing Trustee to exceed the Purchase Price
substantially.
- In deciding whether or not to tender their Class A Interests, Class A
Beneficiaries should consider the time (presently anticipated to be
December 31, 2003) until the Trust's assets are liquidated and the
Trust is terminated.
- Class A Beneficiaries who tender their Class A Interests will on
average have received $12.35 per Class A Interest in cash
distributions (including the special distribution) which when added to
the Purchase Price of $9.75 will result in total cash paid to the
tendering Class A Beneficiaries of $22.10 per Class A Interest. The
original cost was $25.00 per Class A Interest.
NEITHER THE TRUST NOR THE MANAGING TRUSTEE MAKES ANY RECOMMENDATION TO ANY
CLASS A BENEFICIARY WHETHER TO TENDER ALL OR ANY OF HIS CLASS A INTERESTS. EACH
CLASS A BENEFICIARY MUST MAKE HIS OWN DECISION WHETHER TO TENDER CLASS A
INTERESTS AND, IF SO, HOW MANY CLASS A INTERESTS TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
TRUST AS TO WHETHER CLASS A BENEFICIARIES SHOULD TENDER CLASS A INTERESTS
PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE
CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. ANY RECOMMENDATION,
INFORMATION OR REPRESENTATION SO GIVEN OR MADE MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE TRUST OR THE MANAGING TRUSTEE.
In order for his tender to be valid, a Class A Beneficiary must tender
either (i) all Class A Interests owned by such Class A Beneficiary or (ii) a
portion of his Class A Interests but not fewer than the minimum investment
amount of 200 Class A Interests (80 Class A Interests for IRAs or other
Qualified Plans).
The Trust expressly reserves the right, in its sole discretion, at any time
and from time to time, (i) to extend the period of time during which the Offer
is open and thereby delay acceptance for payment of, and the payment for, any
Class A Interests, (ii) to terminate the Offer and not accept for payment any
Class A Interests not theretofore accepted for payment or paid for, (iii) upon
the occurrence of any of the conditions specified in Section 14, to delay the
acceptance for payment of, or payment for, any Class A Interests not theretofore
accepted for payment or paid for, and (iv) to amend the Offer in any respect
(including, without limitation, by increasing or decreasing the consideration
offered, increasing or decreasing the number of Class A Interests being sought
or both). Notice of any such extension, termination or amendment will promptly
be disseminated to Class A Beneficiaries in a manner reasonably designed to
inform Class A Beneficiaries of such change in compliance with Rule 13e-4(e)(2)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
the case of an extension of the Offer, such extension will be followed by a
press release or public announcement which will be issued no later than
9:00 a.m., Eastern time, on the next business day after the scheduled Expiration
Date, in accordance with Rule 14e-1(d) under the Exchange Act.
August 7, 1997
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
Page
----
<S> <C>
INTRODUCTION...................................................................... 4
THE TENDER OFFER.................................................................. 7
Section 1. Terms of the Offer............................................. 7
Section 2. Proration; Acceptance for Payment and Payment for
Class A Interests............................................. 7
Section 3. Procedures for Tendering Class A Interests..................... 8
Section 4. Withdrawal Rights.............................................. 9
Section 5. Extension of Tender Period; Termination; Amendment............. 10
Section 6. Certain Federal Income Tax Consequences........................ 11
Section 7. Effects of the Offer........................................... 13
Section 8. Future Plans................................................... 14
Section 9. Certain Information Concerning the Trust....................... 14
Section 10. Conflicts of Interest.......................................... 25
Section 11. Source of Funds................................................ 26
Section 12. Background of the Offer........................................ 26
Section 13. Conditions of the Offer........................................ 28
Section 14. Certain Legal Matters.......................................... 29
Section 15. Certain Fees and Expenses...................................... 30
Section 16. Miscellaneous.................................................. 31
</TABLE>
3
<PAGE>
To the Class A Beneficiaries of
AFG Investment Trust A
INTRODUCTION
AFG Investment Trust A, a Delaware business trust (the "Trust"), hereby
offers to purchase up to 247,148 of its outstanding Class A Beneficiary
Interests (the "Class A Interests"), at a price of $9.75 per Class A Interest,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in this Offer to Purchase (the "Offer to Purchase") and in
the related Letter of Transmittal, as each may be supplemented or amended from
time to time (which together constitute the "Offer"). The Offer is made to
Class A Beneficiaries of record as of August 1, 1997. The 247,148 Class A
Interests sought pursuant to the Offer represent approximately 45% of the
Class A Interests outstanding as of August 1, 1997.
The Trust has obtained funds for the purchase of the Class A Interests
pursuant to this Offer from the offering of 826,072 Class B Subordinated
Interests in the Trust (the "Class B Offering") pursuant to the prospectus dated
June 10, 1997 as supplemented (as so supplemented, the "Prospectus"). (See
"Section 11. Source of Funds.")
The Offer is not conditioned upon any minimum number of Class A Interests
being tendered. If more than 247,148 Class A Interests are validly tendered and
not withdrawn, the Trust will accept for purchase, on a pro rata basis,
247,148 Class A Interests, subject to the terms and conditions herein.
Each Class A Beneficiary should consider carefully the following factors:
- The Purchase Price of $9.75 per Class A Interest is less than what the
Managing Trustee believes the liquidation value of the Class A
Interests might be ($13.24 per Class A Interest) but in excess of the
recent prices at which the Class A Interests have traded in the
secondary market (after discounting such prices by the special
distribution being made to the Class A Beneficiaries by the Trust).
(See "Section 12. Background of the Offer" for a discussion of the
Managing Trustee's determination of the Purchase Price and liquidation
value, and the related assumptions and other factors relating to such
determination.)
- This Offer to redeem the Class A Interests is intended to be carried
out by the Trust at a price which will increase distributions with
respect to the Class A Interests not redeemed.
- A lawsuit was recently filed asserting, among other things, that the
recent offering by the Trust of its Class B Subordinated Interests was
intended by the Managing Trustee and its Affiliates to ensure that
they would obtain voting control of the Trust and that the offering
was conducted upon one-sided terms and conditions. (See "Section 14.
Certain Legal Matters" for a description of this lawsuit.)
- Class A Beneficiaries who tender Class A Interests will not be
entitled to any future distributions from the Trust, including,
without limitation, any distributions to be made to Class A
Beneficiaries upon liquidation of the Trust. (Distributions to
Class A Beneficiaries made by the Trust after August 1, 1997
(excluding the special distribution) will either be assigned to the
Trust or will correspondingly reduce the Purchase Price.) Such future
distributions are expected by the Managing Trustee to exceed the
Purchase Price substantially.
4
<PAGE>
- In deciding whether or not to tender their Class A Interests, Class A
Beneficiaries should consider the time (presently anticipated to be
December 31, 2003) until the Trust's assets are liquidated and the
Trust is terminated.
- Class A Beneficiaries who tender their Class A Interests will, on
average, have received $12.35 per Class A Interest in cash
distributions (including the special distribution) from the Trust
which, when added to the Purchase Price of $9.75, will result in total
cash paid to the tendering Class A Beneficiaries of $22.10 per Class A
Interest. The original cost was $25.00 per Class A Interest.
The Offer will provide Class A Beneficiaries with an opportunity to
liquidate their investment without the usual transaction costs associated with
market sales. Class A Beneficiaries may no longer wish to continue their
investment in the Trust for a number of reasons, including:
- The absence of a formal trading market for Class A Interests, although
there are some limited resale mechanisms which were considered by the
Managing Trustee in establishing the Purchase Price and may be
available to Class A Beneficiaries wishing to sell their Class A
Interests
- General disenchantment with long-term investments in limited
partnerships or trusts
- The complexities and costs of preparing and filing personal federal,
state and local income tax returns resulting from an investment in the
Class A Interests, particularly for Class A Beneficiaries with a small
investment in the Trust
- For Class A Beneficiaries which are IRAs or other qualified pension,
profit-sharing or stock bonus plans (collectively, "Qualified Plans"),
the further complexity and costs of preparing income tax returns, and
the potential tax liability, resulting from the generation by the
Trust of "unrelated business taxable income"
- The opportunity to transfer Class A Interests without the commissions
and other costs normally associated with a transfer
- More immediate use for the cash tied up in an investment in the
Class A Interests
There are 549,218 Class A Interests issued and outstanding held of record
by Class A Beneficiaries as of August 1, 1997. As of the date of the Offer, the
Managing Trustee owns 40 Class A Interests and Affiliates of the Managing
Trustee own 542 Class A Interests. Neither the Managing Trustee nor such
Affiliates intend to tender any of their Class A Interests.
The Offer is not conditioned upon any minimum number of Class A Interests
being tendered. If more than 247,148 Class A Interests are validly tendered and
not withdrawn, the Trust will accept for purchase on a pro rata basis
247,148 Class A Interests, subject to the terms and conditions herein.
CLASS A BENEFICIARIES DESIRING TO TENDER ALL OR A PORTION OF THEIR CLASS A
INTERESTS, AS DESCRIBED ABOVE, SHOULD COMPLETE AND SIGN THE RELATED LETTER OF
TRANSMITTAL ENCLOSED HEREWITH AND FORWARD THE LETTER OF TRANSMITTAL TO THE
DEPOSITARY. INSTRUCTIONS
5
<PAGE>
FOR COMPLETING THE LETTER OF TRANSMITTAL ARE ATTACHED THERETO AND A
PREADDRESSED ENVELOPE TO THE DEPOSITARY IS ENCLOSED.
The Trust was organized as a business trust to acquire a diversified
portfolio of capital equipment subject to various full payout and operating
leases. (See "Section 9. Certain Information Concerning the Trust.") The
Managing Trustee of the Trust and three other Delaware business trusts
(collectively, the "AFG Investment Trusts" or the "Trusts") is AFG ASIT
Corporation, a Massachusetts corporation, which was organized on August 13, 1991
and is an affiliate of Equis Financial Group Limited Partnership (formerly,
American Finance Group), a Massachusetts limited partnership ("EFG" or the
"Advisor"). EFG is the Special Beneficiary of, and advisor to, the Trust.
Under the terms of the Trust Agreement, Class A Beneficiaries are permitted
to assign their Class A Interests and the Managing Trustee has indicated that it
will consent to any transfer made pursuant to the Offer.
No independent person has been retained to evaluate or render any opinion
with respect to the fairness of the Purchase Price. Accordingly, Class A
Beneficiaries are urged to consider carefully all of the information contained
herein before accepting the Offer. (See "Section 12. Background of the
Offer.")
The Trust made a cash distribution on July 15, 1997 to Class A
Beneficiaries of record as of July 1, 1997 in the amount of $0.14 per Class A
Interest and will make a special distribution to Class A Beneficiaries in the
amount of $1.47 per Class A Interest (the "Special Distribution") on or about
August 15, 1997. Any future distributions from the Trust with respect to
tendered Class A Interests accepted for payment by the Trust will be made to the
Trust or, to the extent such distributions are made to the tendering Class A
Beneficiaries, will reduce the Purchase Price for such Class A Interests.
Certain information contained in this Offer to Purchase which relates to
the Trust has been taken from the Trust's 1996 Annual Report on Form 10-K and
its Quarterly Reports on Form 10-Q for the first quarter of 1997. (See
"Section 9. Certain Information Concerning the Trust.")
Class A Beneficiaries are urged to read this Offer to Purchase and the
accompanying Letter of Transmittal carefully and consult with their financial
and tax advisors before deciding whether to tender their Class A Interests.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF CLASS A INTERESTS
BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN CONDITIONS. (See
"Section 13. Conditions of the Offer.") NEITHER THE TRUST NOR THE MANAGING
TRUSTEE MAKES ANY RECOMMENDATION TO ANY BENEFICIARY WHETHER TO TENDER ALL OR ANY
CLASS A INTERESTS. EACH CLASS A BENEFICIARY MUST MAKE HIS OWN DECISION WHETHER
TO TENDER SHARES AND, IF SO, HOW MANY CLASS A INTERESTS TO TENDER.
6
<PAGE>
THE TENDER OFFER
Section 1. Terms of the Offer. Upon the terms of the Offer, the Trust
will pay for Class A Interests validly tendered on or prior to the Expiration
Date and not withdrawn in accordance with Section 4 of this Offer to Purchase.
The term "Expiration Date" shall mean 5:00 p.m., Eastern time, on September 12,
1997, unless and until the Trust shall have extended the period of time for
which the Offer is open. In the event the Offer is extended, the term
"Expiration Date" shall mean the latest time and date on which the Offer, as
extended by the Trust, shall expire.
The Offer is conditioned on satisfaction of certain conditions. See
Section 13, which sets forth in full the conditions of the Offer. The Trust
reserves the right (but shall not be obligated), in its sole discretion, to
waive any or all of such conditions. If, on or prior to the Expiration Date,
any or all of such conditions have not been satisfied or waived, the Trust
reserves the right, by giving written notice thereof to the Depositary, to
(i) decline to purchase any of the Class A Interests tendered, terminate the
Offer and return all tendered Class A Interests to tendering Class A
Beneficiaries, (ii) waive all the unsatisfied conditions and, subject to
complying with applicable rules and regulations of the Securities and Exchange
Commission (the "Commission"), purchase all Class A Interests validly tendered,
(iii) extend the Offer and, subject to the right of Class A Beneficiaries to
withdraw Class A Interests until the Expiration Date, retain the Class A
Interests that have been tendered during the period or periods for which the
Offer is extended, or (iv) amend the Offer.
If, prior to the Expiration Date, the Trust shall increase the
consideration offered to Class A Beneficiaries pursuant to the Offer then, as
required by Exchange Act rules, such increased consideration shall be paid for
all Class A Interests accepted for payment pursuant to the Offer, whether or not
such Class A Interests were tendered prior to such increase.
This Offer to Purchase and the related Letter of Transmittal are being
mailed by the Trust to Class A Beneficiaries or beneficial owners of Class A
Interests (in the case of Qualified Plans) of record as of August 1, 1997.
In the event that proration is required because the number of Class A
Interests validly tendered on or prior to the Expiration Date and not withdrawn
exceeds 247,148, the Trust will announce the results of prorations promptly
after such results become available but in no event more than seven business
days following the Expiration Date.
Section 2. Proration; Acceptance for Payment and Payment for Class A
Interests. If the number of Class A Interests validly tendered on or prior to
the Expiration Date and not withdrawn is 247,148 or less, the Trust will accept
for payment, subject to the terms and conditions of the Offer, all Class A
Interests so tendered.
If the number of Class A Interests validly tendered on or prior to the
Expiration Date and not withdrawn exceeds 247,148, the Trust will accept for
payment, subject to the terms and conditions of the Offer, Class A Interests so
tendered on a pro rata basis (with appropriate adjustments to avoid purchase of
fractional Class A Interests). In the event that proration is required, because
of the difficulty of immediately determining the precise number of Class A
Interests to be accepted, the Trust does not expect to announce the final
results of prorations until at least ten business days following the Expiration
Date. The Trust will not pay for any Class A Interests tendered until after the
final proration factor has been determined. Notwithstanding any such delay in
payment, no interest will be paid on the Purchase Price.
7
<PAGE>
The Trust will pay for Class A Interests validly tendered and not withdrawn
in accordance with Section 4 as promptly as practicable following the Expiration
Date. In all cases, payment for Class A Interests purchased pursuant to the
Offer will be made only after timely receipt by the Depositary of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any
other documents required by the Letter of Transmittal. (See "Section 3.
Procedures for Tendering Class A Interests.") Under no circumstances will
interest be paid on the Purchase Price by reason of any delay in making such
payment.
If any tendered Class A Interests are not purchased for any reason, the
Letter of Transmittal with respect to such Class A Interests will be destroyed
by the Depositary. If for any reason acceptance for payment of, or payment for,
any Class A Interests tendered pursuant to the Offer is delayed or the Trust is
unable to accept for payment, purchase or pay for Class A Interests tendered
pursuant to the Offer, then, without prejudice to the Trust's rights under
Section 13, the Trust may retain tendered Class A Interests and such Class A
Interests may not be withdrawn except to the extent that the tendering Class A
Beneficiaries are entitled to withdrawal rights as described in Section 4;
provided, however, that the Trust is required, pursuant to Rule 14e-1(c) under
the Exchange Act, to pay Class A Beneficiaries the Purchase Price in respect of
Class A Interests tendered or return such Class A Interests promptly after
termination or withdrawal of the Offer.
Section 3. Procedures for Tendering Class A Interests.
Valid Tender. To tender Class A Interests validly, a properly completed
and duly executed Letter of Transmittal and any other documents required by the
Letter of Transmittal must be received by the Depositary on or prior to the
Expiration Date at the address or by means of facsimile transmission at the
facsimile number set forth on the back cover of this Offer to Purchase. In
order for his tender to be valid, a Class A Beneficiary must tender either
(i) all Class A Interests owned by such Class A Beneficiary or (ii) a portion of
his Class A Interests but not fewer than the minimum investment amount of 200
Class A Interests (80 Class A Interests for IRAs or other Qualified Plans).
Although the Trust has included a preaddressed envelope to the Depositary
with this Offer for the convenience of the Class A Beneficiaries, the method of
delivery of the Letter of Transmittal is at the option and sole risk of the
tendering Class A Beneficiary and the delivery will be deemed made only when
actually received by the Depositary. If delivery is by mail, registered mail,
with return receipt requested, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
Signature Requirements. If the Letter of Transmittal is signed by the
registered holder of the Class A Interests and payment is to be made directly to
that holder, then no notarization or signature guarantee is required on the
Letter of Transmittal. Similarly, if the Class A Interests are tendered for the
account of a member firm of a registered national securities exchange, a member
of the National Association of Securities Dealers, Inc. or a commercial bank,
savings bank, credit union, savings and loan association or trust company having
an office, branch or agency in the United Stated (each, an "Eligible
Institution"), no notarization or signature guarantee is required on the Letter
of Transmittal. However, in all other cases, all signatures on the Letter of
Transmittal must either be notarized or guaranteed by an Eligible Institution.
In order for a tendering Class A Beneficiary to participate in the Offer,
Class A Interests must be validly tendered and not withdrawn on or prior to the
Expiration Date, which is 5:00 p.m., Eastern time, on September 12, 1997.
8
<PAGE>
Other Requirements. By executing a Letter of Transmittal, a tendering
Class A Beneficiary irrevocably (i) appoints the Managing Trustee as such
Class A Beneficiary's agent, in the manner set forth in the Letter of
Transmittal, with full power of substitution, to the full extent of such Class A
Beneficiary's rights with respect to the Class A Interests tendered by such
Class A Beneficiary and accepted for payment by the Trust and (ii) assigns to
the Trust all future distributions (excluding the special distribution) from the
Trust with respect to such Class A Interests to the extent such distributions
are not paid to the tendering Class A Beneficiary. (To the extent such
distributions are paid to the tendering Class A Beneficiary, the Purchase Price
for such Class A Interests will be automatically reduced by a like amount.)
Such appointment and assignment will be effective when, and only to the extent
that, the Trust accepts such Class A Interests for payment. Upon such
acceptance for payment, all prior proxies, assignments and consents given by
such Class A Beneficiary with respect to such Class A Interests will, without
further action, be revoked, and no subsequent proxies, assignments or consents
may be given (and if given will not be effective). The designees of the Trustee
will, as to such Class A Interests, be empowered to exercise all voting and
other rights of such Class A Beneficiary as they in their sole discretion may
deem proper at any meeting of Class A Beneficiaries, by written consent or
otherwise.
Determination of Validity; Rejection of Class A Interests; Waiver of
Defects; No Obligation to Give Notice of Defects. All questions as to the
validity, form, eligibility (including time of receipt) and acceptance for
payment of any tender of Class A Interests pursuant to the procedures described
above will be determined by the Managing Trustee, in its sole discretion, which
determination shall be final and binding. The Managing Trustee reserves the
absolute right to reject any or all tenders if not in proper form or if the
acceptance of, or payment for, the Class A Interests tendered may, in the
opinion of the Managing Trustee's counsel, be unlawful or in violation of the
Trust Agreement. The Managing Trustee also reserves the right to waive any
defect or irregularity in any tender with respect to any particular Class A
Interests of any particular Class A Beneficiary, and the Managing Trustee's
interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and the Instructions thereto) will be final and binding. Neither
the Trust, the Managing Trustee, the Information Agent, the Depositary nor any
other person will be under any duty to give notification of any defects or
irregularities in the tender of any Class A Interests or will incur any
liability for failure to give any such notification.
A tender of Class A Interests pursuant to the procedures described above
will constitute a binding agreement between the tendering Class A Beneficiary
and the Trust on the terms set forth in the Offer.
Section 4. Withdrawal Rights. Except as otherwise provided in this
Section 4, all tenders of Class A Interests pursuant to the Offer are
irrevocable, provided that Class A Interests tendered pursuant to the Offer may
be withdrawn at any time prior to the Expiration Date and, unless already
accepted for payment as provided in this Offer to Purchase, may also be
withdrawn at any time after September 12, 1997.
For withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at the address or
facsimile number set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Class A Interests to be withdrawn and the number of Class A Interests to be
withdrawn and must be signed by the person(s) who signed the Letter of
Transmittal in the same manner as the Letter of Transmittal was signed.
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If purchase of, or payment for, Class A Interests is delayed for any reason
or if the Trust is unable to purchase or pay for Class A Interests for any
reason, then, without prejudice to the Trust's rights under the Offer, tendered
Class A Interests may be retained by the Depositary on behalf of the Trust and
may not be withdrawn except to the extent that tendering Class A Beneficiaries
are entitled to withdrawal rights as set forth in this Section 4; provided,
however, that the Trust is required, pursuant to Rule 14e-1(c) under the
Exchange Act, to pay Class A Beneficiaries the Purchase Price in respect of
Class A Interests tendered or return such Class A Interests promptly after
termination or withdrawal of the Offer.
Any Class A Interests properly withdrawn will be deemed not to be validly
tendered for purposes of the Offer. Withdrawn Class A Interests may be
re-tendered, however, by following the procedures described in Section 3 at any
time prior to the Expiration Date.
Section 5. Extension of Tender Period; Termination; Amendment. The Trust
expressly reserves the right, in its sole discretion, at any time and from time
to time, (i) to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and the payment for, any Class A
Interests, (ii) to terminate the Offer and not accept for payment any Class A
Interests not already accepted for payment or paid for, (iii) upon the
occurrence of any of the conditions specified in Section 13, to delay the
acceptance for payment of, or payment for, any Class A Interests not already
accepted for payment or paid for, and (iv) to amend the Offer in any respect
(including, without limitation, by increasing or decreasing the consideration
offered, increasing or decreasing the number of Class A Interests being sought,
or both). Notice of any such extension, termination or amendment will promptly
be disseminated to Class A Beneficiaries in a manner reasonably designed to
inform Class A Beneficiaries of such change in compliance with
Rule 13(e)-4(e)(2) under the Exchange Act. In the case of an extension of the
Offer, such extension will be followed by a press release or public announcement
which will be issued no later than 9:00 a.m., Eastern time, on the next business
day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under
the Exchange Act.
If the Trust extends the Offer, or if the Trust (whether before or after
its acceptance for payment of Class A Interests) is delayed in its payment for
Class A Interests or is unable to pay for Class A Interests pursuant to the
Offer for any reason, then, without prejudice to the Trust's rights under the
Offer, the Trust may retain tendered Class A Interests and such Class A
Interests may not be withdrawn except to the extent tendering Class A
Beneficiaries are entitled to withdrawal rights as described in Section 4;
provided, however, that the Trust is required, pursuant to Rule 14e-1(c) under
the Exchange Act, to pay Class A Beneficiaries the Purchase Price in respect of
Class A Interests tendered or return such Class A Interests promptly after
termination or withdrawal of the Offer.
If the Trust makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Trust will extend the Offer and disseminate additional tender offer
materials to the extent required by Rules 13e-4(e)(2) under the Exchange Act.
The minimum period during which an offer must remain open following a material
change in the terms of the offer or information concerning the offer will depend
upon the facts and circumstances, including the relative materiality of the
change in the terms or information. In the Commission's view, an offer should
remain open for a minimum of ten business days from the date the material change
is first published, sent or given to securityholders, and if material changes
are made with respect to information that approaches the significance of price
or the percentage of securities sought, a minimum of five business days may be
required to allow for adequate dissemination to securityholders and for investor
response. As used in this Offer to Purchase, "business day" means any day other
than Saturday, Sunday or a federal holiday, and consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern time.
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The Trust intends to consummate the transactions contemplated by the Offer
if the conditions for closing, in the reasonable judgment of the Managing
Trustee, are satisfied.
Section 6. Certain Federal Income Tax Consequences. The following summary
is a general discussion of certain federal income tax consequences of a sale of
Class A Interests pursuant to the Offer. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), applicable Treasury regulations
thereunder, administrative rulings, practices and procedures and judicial
authority as of the date of the Offer. All of the foregoing are subject to
change, and any such change could affect the continuing accuracy of this
summary. This summary does not discuss all aspects of federal income taxation
that may be relevant to a particular Class A Beneficiary in light of such
Class A Beneficiary's specific circumstances or to certain types of Class A
Beneficiaries subject to special treatment under the federal income tax laws
(for example, foreign persons, dealers in securities, banks, insurance companies
and tax-exempt organizations), nor does it discuss any aspect of state, local,
foreign or other tax laws. Sales of Class A Interests pursuant to the Offer will
be taxable transactions for federal income tax purposes and may also be taxable
transactions under applicable state, local, foreign and other tax laws. EACH
CLASS A BENEFICIARY SHOULD CONSULT HIS TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES OF SELLING CLASS A INTERESTS PURSUANT TO THE OFFER.
The purchase of a partner's interest by the partnership is generally
treated as a redemption of the partner's interest which is taxable in accordance
with special rules which apply only to redemptions. The purchase of Class A
Interests by the Trust pursuant to the Offer to Purchase, however, differs from
a typical purchase in that (a) the Purchase Price will be paid from the proceeds
of the Class B Offering and (b) the admission of Class B Beneficiaries and the
corresponding purchase of Class A Interests will result in a reduction of the
interests of the Class A Beneficiaries in the Trust and an increase in the
interests of the Class B Beneficiaries in the Trust. It is likely that the
transaction will be treated as a sale of the Class A Interests to the Class B
Beneficiaries for federal income tax purposes. The following discussion assumes
that the transaction will be treated as a sale for federal income tax purposes
and that each Class A Beneficiary who tenders his Class A Interests disposes of
all his Class A Interests.
A taxable Class A Beneficiary will recognize gain or loss on a sale of
Class A Interests pursuant to the Offer equal to the difference between (i) the
Class A Beneficiary's "amount realized" on the sale and (ii) the Class A
Beneficiary's adjusted tax basis in the Class A Interests sold. The amount of a
Class A Beneficiary's adjusted tax basis in such Class A Interests will vary
depending upon such Class A Beneficiary's particular circumstances. The "amount
realized" with respect to a Class A Interest will be a sum equal to the amount
of cash received by the Class A Beneficiary for the Class A Interest pursuant to
the Offer plus the amount of Trust liabilities allocable to the Class A Interest
(as determined under Code Section 752) of which the Class A Beneficiary is
relieved.
As a general rule, the gain or loss recognized by a Class A Beneficiary on
a sale of a Class A Interest pursuant to the Offer should be treated as a
capital gain or loss if the Class A Interest was held by the Class A Beneficiary
as a capital asset. However, if any portion of the amount realized by a Class A
Beneficiary is attributable to "unrealized receivables" or "substantially
appreciated inventory" as defined in Code Section 751, then a portion of the
Class A Beneficiary's gain or loss will be ordinary rather than capital. The
term "unrealized receivables" includes all Trust assets subject to recapture of
cost recovery deductions determined as if a selling Class A Beneficiary's
proportionate share of all of the Trust's assets had been sold at that time.
Because the ordinary gain or loss from a Class A Beneficiary's share of
unrealized receivables and substantially appreciated inventory is
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computed separately from his gain or loss attributable to other Trust assets,
a Class A Beneficiary could have ordinary income and capital loss (which can
be used only to a limited extent to offset the ordinary income) on the sale
of his Class A Interests. Each Class A Beneficiary who has tendered his
Class A Interests has agreed that the Purchase Price be allocated first, to
cash, second, to the Trust assets and third, to goodwill and going concern
value. Based on the results of Trust operations through March 31, 1997, it
is estimated (based on computations utilizing averages for the Class A
Beneficiaries as a whole) that a Class A Beneficiary who tenders Class A
Interests will recognize a capital loss of approximately $1.72 per Class A
Interest and ordinary income of approximately 10%-15% of such capital loss
per Class A Interest for federal income tax purposes.
Capital losses are deductible only to the extent of capital gains, except
that non-corporate taxpayers may deduct up to $3,000 of capital losses in excess
of the amount of their capital gains against ordinary income. Excess capital
losses generally may be carried forward to succeeding years (a corporation's
carryforward period is five years and a non-corporate taxpayer can carry forward
such losses indefinitely); in addition, corporations are allowed to carry back
excess capital losses to the three preceding taxable years. If a Class A
Beneficiary recognizes both ordinary income and capital loss as a result of the
sale of his Class A Interests, the limitations on the deductibility of capital
losses will restrict his ability to offset such ordinary income with such
capital loss. Long-term capital gains (gains from capital assets held for more
than one year) of individuals and other non-corporate taxpayers are taxed at a
maximum marginal federal income tax rate of 28%, whereas the maximum marginal
federal income tax rate for ordinary income of such persons is 39.6%. The
United States Senate and House of Representatives have passed the Taxpayer
Relief Act of 1997 (the "1997 Act") which was signed into law by President
Clinton on August 5, 1997. Class A Beneficiaries are urged to consult with
their tax advisors regarding the effect of the 1997 Act on the sale of their
Class A Interests.
Under Code Section 469, a non-corporate taxpayer or personal service
corporation can deduct passive activity losses in any year only to the extent of
such person's passive activity income for such year, and closely held
corporations may not offset such losses against so-called "portfolio" income.
The Trust constitutes a passive activity with respect to all Class A
Beneficiaries. Consequently, a loss recognized by a Class A Beneficiary upon a
sale of a Class A Interest pursuant to the Offer can be utilized to offset
(subject to other applicable limitations, e.g. the limitation on the deduction
of capital losses to not more than $3,000 of ordinary income, discussed above)
such Class A Beneficiary's allocable share of passive income from the Trust or
other passive activities for that year. Gain recognized by a Class A
Beneficiary upon such sale can be offset by such Class A Beneficiary's passive
activity losses (if any) from the Trust or other passive activities (subject to
other applicable limitations, e.g. the limitations on the deduction of capital
losses, discussed above). If a Class A Beneficiary disposes of all of his
Class A Interests pursuant to the Offer, such Class A Beneficiary generally will
be able to deduct his passive activity losses (if any) from the Trust that could
not previously be deducted due to the passive loss restrictions. However, such
suspended losses must be used first by such Class A Beneficiary against his gain
(if any) from the sale of his Class A Interests and his share of income or gain
of the Trust. Any excess suspended losses may be used to offset non-passive
income, ordinary or capital, subject to other applicable limitations, e.g. the
limitations on capital losses, discussed above.
The estimated capital loss of approximately $1.72 per Class A Interest and
ordinary income of approximately 10%-15% of such capital loss per Class A
Interest is based on the results of Trust operations through March 31, 1997.
Final computations of income and/or loss will be prepared by the Trust when it
prepares its federal income tax return for the year 1997. The Trust will
provide the Class A Beneficiaries with the information necessary to determine a
purchase price allocation. The estimated income and loss is calculated as if
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the sale of Class A Interests occurred on March 31, 1997 and it does not take
into account Trust operations and cash distributions declared after March 31,
both of which will affect the actual amount and character (as capital gain or
ordinary income) of the income and/or loss realized as a result of a sale of
Class A Interests. Consequently, the actual amount of income and/or loss
realized by a Class A Beneficiary as a result of a sale of Class A Interests may
differ substantially from the estimated $1.72 of capital loss and the estimated
ordinary income of approximately 10%-15% of such capital loss. These estimates
are based on computations utilizing averages for the Class A Beneficiaries as a
whole. The estimates do not consider any tax attributes, such as passive losses
or losses suspended due to basis or at risk limitations, and do not include
alternative minimum tax or unrelated business income tax implications. These
estimates also do not address any state tax consequences.
Gain realized by a foreign person on a sale of Class A Interests pursuant
to the Offer will be subject to federal income tax at the graduated rates
applicable to United States citizens or corporations under the regular tax or
alternative minimum tax. The treatment of gain as ordinary income or capital
gain and the application of Section 751 of the Code is the same for foreign
Class A Beneficiaries as for United States Class A Beneficiaries.
The income earned by a Qualified Plan or tax-exempt organization is
generally exempt from taxation. If, however, the Qualified Plan or tax-exempt
organization earns "unrelated business taxable income" ("UBTI"), this income is
subject to tax at trust or corporate income tax rates to the extent it exceeds
$1,000 during any fiscal year. The Internal Revenue Service (the "Service") may
assert that gain realized by a Class A Beneficiary that is a Qualified Plan or
tax-exempt organization on a sale of Class A Interests constitutes UBTI to the
extent of such Class A Beneficiary's allocable share of "unrealized receivables"
(including depreciation recapture) for purposes of Section 751 of the Code,
discussed above. In addition, all or a portion of any gain recognized on the
sale of Class A Interests will constitute UBTI if the Class A Interests
constitute debt-financed property, defined as property which is subject to
indebtedness incurred directly or indirectly in connection with the acquisition
or improvement of the property ("acquisition indebtedness"). Class A Interests
will constitute debt-financed property as a result of any indebtedness incurred
in connection with their acquisition. In addition, the Service may assert that
Class A Interests constitute debt-financed property as a result of a Class A
Beneficiary's allocable share of acquisition indebtedness of the Trust. Any
gain recognized by Qualified Plans or tax-exempt organizations as a result of a
sale of Class A Interests can be offset by such Class A Beneficiary's passive
activity losses (if any) from the Trust (subject to other applicable
limitations, e.g. the limitations on the deduction of capital losses, discussed
above). Qualified Plans and tax-exempt organizations are urged to consult with
their tax advisors with respect to the tax consequences of selling Class A
Interests pursuant to the Offer.
Section 7. Effects of the Offer.
Limitations on Resales. Under the Trust Agreement, no Class A Interest may
be assigned or otherwise transferred to any person if, in the opinion of Trust
counsel, such transfer will result in the termination under the Code of the
Trust's taxable year (which termination may occur when more than 50% of the
Class A Interests are transferred in a twelve-month period) or its status as a
Trust unless the express written consent of the Managing Trustee is obtained.
Accordingly, sales of Class A Interests on the secondary market during the
twelve-month period following completion of the Offer may be limited. The Trust
will not process any request for a transfer of Class A Interests during such
twelve-month period which the Managing Trustee believes may cause a tax
termination.
Class A Interests Registered. The Class A Interests are registered under
the Exchange Act, which requires, among other things, that the Trust furnish
certain
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information to its Class A Beneficiaries and to the Commission and comply
with the Commission's proxy rules in connection with meetings of, and
solicitation of consents from, Class A Beneficiaries. The Trust does not
expect or intend that consummation of the Offer will result in the Class A
Interests becoming eligible for termination of registration under Section
12(g) of the Exchange Act. If the Class A Interests were to be held of
record by fewer than 300 persons, the Trust could terminate the registration
of the Class A Interests under the Exchange Act. Because the Class A
Interests are widely held and the Trust will only acquire up to 45% of the
Class A Interests outstanding, however, the Trust expects that the Class A
Interests will continue to be held of record by substantially more than 300
persons.
Effect on Trading Market and Price Range of Class A Interests. There is no
established public trading market for the Class A Interests. The Class A
Interests are not listed on any securities exchange and are not quoted on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). Therefore, a reduction in the number of Class A Beneficiaries
should not materially further restrict the Class A Beneficiaries' ability to
find purchasers for their Class A Interests.
Secondary sales activity for the Class A Interests have been limited and
sporadic. For a description of such activity, see "Section 12. Background of
the Offer."
Section 8. Future Plans. The Trust will pay for the Class A Interests
that it is seeking to acquire pursuant to the Offer with a portion of the net
proceeds of its recent Class B Offering. The Trust will seek to acquire
additional Class A Interests following the completion of the Offer with the
remaining net proceeds of the Class B Offering. Any such acquisition may be
made through private purchases, through one or more future tender offers or by
any other means deemed advisable. Any such acquisition may be at a price higher
or lower than the price to be paid for the Class A Interests purchased pursuant
to the Offer. Neither the Trust nor the Managing Trustee has any present plans
or intentions with respect to a liquidation, sale of assets or refinancing of
the Trust's equipment and other assets except in the ordinary course of business
and in order to effectuate the investment objectives of the Trust. (See
"Section 9. Certain Information Concerning the Trust.") However, the Managing
Trustee will continue to review any opportunities such as sale, re-lease or
refinancing of the Trust's equipment and will seek to maximize returns to the
Class A Beneficiaries in accordance with the investment objectives of the Trust.
Section 9. Certain Information Concerning the Trust.
General Information. The Trust was created as a Delaware business trust in
accordance with the Delaware Business Trust Act on February 26, 1992 for the
purpose of acquiring and leasing to third parties a diversified portfolio of
capital equipment. Participants' capital initially consisted of contributions of
$1,000 from the Managing Trustee, $1,000 from the Special Beneficiary and $100
from the Initial Beneficiary. The Trust issued 549,218 Class A Interests to 645
investors for an aggregate purchase price of $13,730,450 on May 29, 1992. The
Trust has one Managing Trustee, AFG ASIT Corporation, an Affiliate of EFG, and
one Special Beneficiary, EFG. The Managing Trustee and the Special Beneficiary
are not required to make any other capital contributions.
The Trust issued 826,072 Class B Subordinated Interests on July 18, 1997
for $5 per interest for a total of $4,130,360, of which the designee of the
Special Beneficiary acquired 822,863 and the Class A Beneficiaries acquired
3,209 of the Class B Subordinated Interests. (See "Section 11 - Source of
Funds.")
Financial Information. Set forth below is certain selected financial
information relating to the Trust which has been excerpted or derived from
the financial statements
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contained in the Trust's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (the "1996 Form 10-K") and its Quarterly
Report on Form 10-Q for the three months ended March 31, 1997 (the "March 1997
Form 10-Q") filed by the Trust with the Commission. The financial information
is qualified in its entirety by reference to such reports, including the
financial statements and related notes contained therein. Such reports and
other documents may be examined at and copies may be obtained from the offices
of the Commission at 450 Fifth Street, N.W., Washington, DC 20549, and
73 Tremont Street, Boston, Massachusetts 02108.
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SELECTED FINANCIAL DATA
The following data should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial statements.
For the years ended December 31, 1996, 1995, 1994 and 1993 and for the
period May 29, 1992 (commencement of operations) to December 31, 1992:
<TABLE>
<CAPTION>
SUMMARY OF OPERATIONS 1996 1995 1994 1993 1992
- --------------------- ----------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Lease revenue.......................................... $ 4,820,860 $ 5,276,233 $ 4,731,141 $ 4,678,922 $ 1,651,017
Net income............................................. $ 476,102 $ 488,063 $ 1,350,553 $ 701,454 $ 174,073
Per Beneficiary Interest:
Net income........................................... $ 0.79 $ 0.81 $ 2.23 $ 1.16 $ 0.29
Cash distributions................................... $ 1.42 $ 2.00 $ 2.52 $ 2.52 $ 1.47
Financial Position
- ------------------
Total assets........................................... $ 14,175,369 $ 16,603,124 $ 18,742,285 $ 20,926,719 $ 22,010,410
Total long-term obligations............................ $ 4,249,311 $ 6,323,893 $ 7,543,509 $ 9,625,987 $ 9,473,902
Participants' capital.................................. $ 9,618,214 $ 9,999,981 $ 10,719,290 $ 10,893,838 $ 11,717,485
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
As an equipment leasing trust, AFG Investment Trust A ("the Trust") was
organized to acquire a diversified portfolio of capital equipment subject to
lease agreements with third parties. The Trust was designed to progress through
three principal phases: acquisitions, operations, and liquidation. During the
operations phase, a period of approximately six years, all equipment in the
Trust's portfolio will progress through various stages. Initially, all equipment
will generate rental revenues under primary term lease agreements. During the
life of the Trust, these agreements will expire on an intermittent basis and
equipment held pursuant to the related leases will be renewed, re-leased or
sold, depending on prevailing market conditions and the assessment of such
conditions by EFG to obtain the most advantageous economic benefit. Over time, a
greater portion of the Trust's original equipment portfolio will become
available for remarketing and cash generated from operations and from sales or
refinancings will begin to fluctuate. Ultimately, all equipment will be sold and
the Trust will be dissolved. The Trust's operations commenced in 1992.
THREE MONTHS ENDED MARCH 31, 1997 COMPARED
TO THE THREE MONTHS ENDED MARCH 31, 1996
RESULTS OF OPERATIONS
For the three months ended March 31, 1997, the Trust recognized lease
revenue of $1,179,837, compared to $1,254,648 for the same period in 1996. The
decrease in lease revenue from 1996 to 1997 is due to the Trust's sale of its
interest in a Boeing 747-SP aircraft leased to United Air Lines, Inc. (the
"United Aircraft") in February 1996, as discussed below and primary lease term
expirations. The Trust also earns interest income from temporary investments of
rental receipts and equipment sales proceeds in short-term instruments.
The Trust's equipment portfolio includes certain assets in which the Trust
holds a proportionate ownership interest. In such cases, the remaining interests
are owned by EFG or
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an affiliated equipment leasing program sponsored by EFG. Proportionate
equipment ownership enables the Trust to further diversify its equipment
portfolio by participating in the ownership of selected assets, thereby
reducing the general levels of risk which could result from a concentration
in any single equipment type, industry or lessee. The Trust and each
affiliate individually report, in proportion to their respective ownership
interests, their respective shares of assets, liabilities, revenues, and
expenses associated with the equipment.
During the three months ended March 31, 1997, the Trust sold equipment
having a net book value of $10,405 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $2,095.
On February 5, 1996, the Trust concluded the sale of its interest in the
United Aircraft to the lessee, United Air Lines, Inc., ("United"), as
reported in Note 3 to the Trust's 1996 Annual Report. The Trust recognized a
net loss of $458,638 in connection with this transaction, of which $311,621
was recognized as Write-Down of Equipment in 1995. The remainder of $147,017
was recognized as a loss on sale of equipment on the accompanying Statement
of Operations for the three months ended March 31, 1996. In addition to lease
rents, the Trust received net sale proceeds of $1,392,779 from United for the
aircraft. A portion of such sale proceeds was reinvested in other equipment
in March 1996 through the acquisition of an 8.86% ownership interest in an
aircraft (the "Reno Aircraft") at an aggregate cost to the Trust of
$1,239,741. To acquire its interest in the Reno Aircraft, the Trust obtained
long-term financing of $997,888 from a third-party lender and utilized cash
proceeds of $241,853 from the sale of the United Aircraft. During the three
months ended March 31, 1996, the Trust sold other equipment having a net book
value of $15,821, to existing lessees and third parties. These sales resulted
in a net loss, for financial statement purposes, of $1,050.
It cannot be determined whether future sales of equipment will result in a
net gain or a net loss to the Trust, as such transactions will be dependent upon
the condition and type of equipment being sold and its marketability at the time
of sale. In addition, the amount of gain or loss reported for financial
statement purposes is partly a function of the amount of accumulated
depreciation associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including EFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. EFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Trust and which will maximize
total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenue generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Trust classifies such
residual rental payments as lease revenue. Consequently, the amount of gain or
loss reported in the financial statements is not necessarily indicative of the
total residual value the Trust achieved from leasing the equipment.
Depreciation and amortization expense was $932,497 and $952,119 for the
three month periods ended March 31, 1997 and 1996, respectively. For financial
reporting purposes, to the extent that an asset is held on primary lease term,
the Trust depreciates the difference between (i) the cost of the asset and (ii)
the estimated residual value of the asset on a straight-line basis over such
term. For purposes of this policy, estimated residual values represent estimates
of equipment values at the date of primary lease expiration. To the extent that
an asset is held beyond its primary lease term, the Trust continues to
depreciate the
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<PAGE>
remaining net book value of the asset on a straight-line basis over the
asset's remaining economic life.
Interest expense was $43,358 or 3.7% of lease revenue in the three months
ended March 31, 1997, compared to $104,957 or 8.4% of lease revenue for the
same period in 1996. Interest expense in future periods will continue to
decline in amount and as a percentage of lease revenue as the principal
balance of notes payable is reduced through the application of rent receipts
to outstanding indebtedness.
Management fees were 3.8% and 3.9% of lease revenue during the three
months ended March 31, 1997 and 1996, respectively. Management fees are based
on 5% of gross lease revenue generated by operating leases and 2% of gross
lease revenue generated by full payout leases.
Operating expenses consist principally of administrative charges,
professional service costs, such as audit and legal fees, as well as
printing, distribution and remarketing expenses. Collectively, operating
expenses represented 3.3% and 1.4% of lease revenue during the three months
ended March 31, 1997 and 1996, respectively. The increase in operating
expenses from 1996 to 1997 was due primarily to professional service costs
incurred in connection with the Solicitation and Registration Statements
described in Note 8 to the accompanying financial statements. The amount of
future operating expenses cannot be predicted with certainty; however, such
expenses are usually higher during the acquisition and liquidation phases of
a trust. Other fluctuations typically occur in relation to the volume and
timing of remarketing activities.
LIQUIDITY AND CAPITAL RESOURCES AND DISCUSSION OF CASH FLOWS
The Trust by its nature is a limited life entity which was established
for specific purposes described in the preceding "Overview". As an equipment
leasing program, the Trust's principal operating activities derive from asset
rental transactions. Accordingly, the Trust's principal source of cash from
operations is provided by the collection of periodic rents. These cash
inflows are used to satisfy debt service obligations associated with
leveraged leases, and to pay management fees and operating costs. Operating
activities generated net cash inflows of $1,119,651 and $1,004,143 for the
three months ended March 31, 1997 and 1996, respectively. Future renewal,
re-lease and equipment sale activities will cause a gradual decline in the
Trust's primary-term lease revenue and corresponding sources of operating
cash. Overall, expenses associated with rental activities, such as management
fees, and net cash flow from operating activities will decline as the Trust
experiences a higher frequency of remarketing events.
The Trust's equipment is leased by a number of creditworthy,
investment-grade companies and, to date, the Trust has not experienced any
material collection problems and has not considered it necessary to provide
an allowance for doubtful accounts. Notwithstanding a positive collection
history, there is no assurance that all future contracted rents will be
collected or that the credit quality of the Trust's lessees will be
maintained. Collection risk could increase in the future, particularly as the
Trust remarkets its equipment and enters re-lease agreements with different
lessees. The Managing Trustee will continue to evaluate and monitor the
Trust's experience in collecting accounts receivable to determine whether a
future allowance for doubtful accounts may become appropriate.
Ultimately, the Trust will dispose of all assets under lease. This will
occur principally through sale transactions whereby each asset will be sold
to the existing lessee or to a third party. Generally, this will occur upon
expiration of each asset's primary or renewal/re-lease term. In certain
instances, casualty or early termination events may result in the disposal of
an asset. Such circumstances are infrequent and usually result in the
collection of stipulated
18
<PAGE>
cash settlements pursuant to terms and conditions contained in the underlying
lease agreements.
Cash expended for asset acquisitions and cash realized from asset
disposal transactions are reported under investing activities on the
accompanying Statement of Cash Flows. During the three months ended March 31,
1996, the Trust expended $1,441,796 to acquire equipment. This amount
reflects the acquisition of an ownership interest in a commercial jet
aircraft at a cost of $1,239,741, pursuant to the reinvestment provisions of
the Trust's prospectus and an original equipment acquisition of $202,055.
There were no equipment acquisitions during the same period in 1997. During
the three months ended March 31, 1997, the Trust realized net cash proceeds
of $12,500 compared to $1,407,550 for the same period in 1996. Future inflows
of cash from asset disposals will vary in timing and amount and will be
influenced by many factors including, but not limited to, the frequency and
timing of lease expirations, the type of equipment being sold, its condition
and age, and future market conditions.
The Trust obtained long-term financing in connection with certain
equipment leases. The origination of such indebtedness and the subsequent
repayments of principal are reported as components of financing activities.
Cash inflows of $997,888 in 1996 resulted from leveraging a portion of the
Trust's equipment portfolio with third-party lenders. Each note payable is
recourse only to the specific equipment financed and to the minimum rental
payments contracted to be received during the debt amortization period (which
period generally coincides with the lease rental term). As rental payments
are collected, a portion or all of the rental payment is used to repay the
associated indebtedness. In future periods, the amount of cash used to repay
debt obligations will decline as the principal balance of notes payable is
reduced through the collection and application of rents. However, the Trust
has a balloon payment obligation of $282,421 at the expiration of the primary
lease term related to the Reno Aircraft.
Cash distributions to the Managing Trustee, the Special Beneficiary and
the Beneficiaries are declared and generally paid within 45 days following
the end of each calendar month. The payment of such distributions is
presented as a component of financing activities. For the three months ended
March 31, 1997, the Trust declared total cash distributions of Distributable
Cash From Operations and Distributable Cash From Sales and Refinancings of
$247,829. In accordance with the Trust Agreement, the Beneficiaries were
allocated 90.75% of these distributions, or $224,905; the Special Beneficiary
was allocated 8.25%, or $20,446; and the Managing Trustee was allocated 1%,
or $2,478.
For financial reporting purposes, the Managing Trustee and the Special
Beneficiary each have accumulated a capital deficit at March 31, 1997. This
is the result of aggregate cash distributions to these Participants being in
excess of their aggregate capital contributions ($1,000 each) and their
respective allocations of financial statement net income or loss. Ultimately,
the existence of a capital deficit for the Managing Trustee or the Special
Beneficiary for financial reporting purposes is not indicative of any further
capital obligations to the Trust by either the Managing Trustee or the
Special Beneficiary. However, for income tax purposes, the Trust Agreement
requires that income be allocated first to those Participants having negative
tax capital account balances so as to eliminate any such balances. In
accordance with the Trust Agreement, upon the dissolution of the Trust, the
Managing Trustee will be required to contribute to the Trust an amount equal
to any negative balance which may exist in the Managing Trustee's tax capital
account. No such requirement exists with respect to the Special Beneficiary.
At December 31, 1996, the Managing Trustee had a positive tax capital account
balance.
At March 31, 1997, the Trust had aggregate future minimum lease payments
of $5,348,865 from contractual lease agreements (see Note 3 to the financial
statements), of
19
<PAGE>
which $3,655,800 will be used to amortize the principal balance of notes
payable (see Note 6 to the financial statements). Additional cash inflows
will be realized from future remarketing activities, such as lease renewals
and equipment sales, the timing and extent of which cannot be predicted with
certainty. This is because the timing and extent of equipment sales is often
dependent upon the needs and interests of the existing lessees. Some lessees
may choose to renew their lease contracts, while others may elect to return
the equipment. In the latter instances, the equipment could be re-leased to
another lessee or sold to a third party. Accordingly, as the Trust matures
and a greater level of its equipment assets become available for remarketing,
the cash flows of the Trust will become less predictable. In addition, the
Trust will have cash outflows to satisfy interest on indebtedness and to pay
management fees and operating expenses. Ultimately, the Trust is expected to
meet its future disbursement obligations and to distribute any excess of cash
inflows over cash outflows to the Participants in accordance with the Trust
Agreement. However, several factors, including month-to-month lease
extensions, lessee defaults, equipment casualty events, and early lease
terminations could alter the Trust's anticipated cash flows as described
herein and in the accompanying financial statements and result in
fluctuations to the Trust's periodic cash distribution payments.
Cash distributions paid to the Participants consist of both a return of
and a return on capital. Cash distributions do not represent and are not
indicative of yield on investment. Actual yield on investment cannot be
determined with any certainty until conclusion of the Trust and will be
dependent upon the collection of all future contracted rents, the generation
of renewal and/or re-lease rents, and the residual value realized for each
asset at its disposal date. Future market conditions, technological changes,
the ability of EFG to manage and remarket the assets, and many other events
and circumstances, could enhance or detract from individual asset yields and
the collective performance of the Trust's equipment portfolio.
It is the intention of the Managing Trustee to maintain a cash
distribution level that is consistent with the operating cash flows of the
Trust and to optimize the long-term value of the Trust. A distribution level
that is higher than the Trust's operating cash flows could compromise the
Trust's working capital position, as well as its ability to refurbish or
upgrade equipment in response to lessee requirements or other market
circumstances. Accordingly, in order to better align monthly cash
distributions with the Trust's operating cash flows, the Managing Trustee
reduced the level of monthly cash distributions from an annualized rate of
$2.52 per Beneficiary Interest (the rate established and paid from the
Trust's inception through September 1995) to an annualized rate of $1.26 per
Beneficiary Interest commencing in October 1995. In October 1996, the
Managing Trustee increased the annualized distribution rate to $1.64 per
Beneficiary Interest and expects that the Trust will be able to sustain this
distribution rate throughout 1997. However, the nature of the Trust's
principal cash flows gradually will shift from rental receipts to equipment
sale proceeds as the Trust matures. As this occurs, the Trust's cash flows
will become more volatile in that certain of the Trust's equipment leases
will be renewed and certain of its assets will be sold. In some cases, the
Trust may be required to expend funds to refurbish or otherwise improve the
equipment being remarketed in order to make it more desirable to a potential
lessee or purchaser. The Trust's Advisor, EFG, and the Managing Trustee will
attempt to monitor and manage these events to maximize the residual value of
the Trust's equipment and will consider these factors, in addition to the
collection of contractual rents, the retirement of scheduled indebtedness and
the Trust's future working capital and equipment requirements, in
establishing future cash distribution rates. Ultimately, the Participants
should expect that cash distribution rates will fluctuate over the long term
as a result of future remarketing activities.
20
<PAGE>
Year ended December 31, 1996 compared to the year
ended December 31, 1995 and the year ended December 31, 1995
compared to the year ended December 31, 1994
RESULTS OF OPERATIONS
For the year ended December 31, 1996, the Trust recognized lease revenue of
$4,820,860, compared to $5,276,233 and $4,731,141 for the years ended December
31, 1995 and 1994, respectively. The decrease in lease revenue from 1995 to 1996
is due primarily to the Trust's sale of its interest in a Boeing 747-SP aircraft
leased to United Air Lines, Inc. (the "United Aircraft") in February 1996, as
discussed below. The increase in lease revenue from 1994 to 1995 was due to the
acquisition of additional equipment during 1994 and 1995, including the effects
of reinvestment. The Trust also earns interest income from temporary investments
of rental receipts and equipment sales proceeds in short-term instruments.
The Trust's equipment portfolio includes certain assets in which the Trust
holds a proportionate ownership interest. In such cases, the remaining interests
are owned by EFG or an affiliated equipment leasing program sponsored by EFG.
Proportionate equipment ownership enables the Trust to further diversify its
equipment portfolio by participating in the ownership of selected assets,
thereby reducing the general levels of risk which could result from a
concentration in any single equipment type, industry or lessee. The Trust and
each affiliate individually report, in proportion to their respective ownership
interests, their respective shares of assets, liabilities, revenues, and
expenses associated with the equipment.
On February 5, 1996, the Trust concluded the sale of its interest in the
United Aircraft to the lessee, United Air Lines, Inc., ("United"). The Trust
recognized a net loss of $458,638 in connection with this transaction, of
which $311,621 was recognized as Write-Down of Equipment in 1995. The
remainder of $147,017 was recognized as a loss on sale of equipment on the
accompanying financial statements for the year ended December 31, 1996. In
addition to lease rents, the Trust received net sale proceeds of $1,392,779
from United for the aircraft. A portion of such sale proceeds was reinvested
in other equipment in March 1996 through the acquisition of an 8.86%
ownership interest in an aircraft (the "Reno Aircraft") at an aggregate cost
of $1,239,741. To acquire its interest in the Reno Aircraft, the Trust
obtained long-term financing of $997,888 from a third-party lender and
utilized cash proceeds of $241,853 from the sale of the United Aircraft.
During the year ended December 31, 1996, the Trust sold other equipment
having a net book value of $31,554, to existing lessees and third parties.
These sales resulted in a net loss, for financial statement purposes, of
$6,406.
During 1995, the Trust sold equipment having a net book value of $2,019,625
to existing lessees and third parties. These sales resulted in a net loss, for
financial statement purposes, of $260,567. The equipment sales included the
Trust's interest in a vessel with an original cost and net book value of
$1,948,190 and $1,449,673, respectively, which the Trust sold to an existing
lessee in June, 1995. In connection with this sale, the Trust realized sale
proceeds of $1,285,318 and the purchaser assumed related debt and interest of
$96,913 and $625, respectively, which resulted in a net loss, for financial
statement purposes, of $66,817. This equipment was sold prior to the expiration
of the related lease term. The majority of the Trust's sales proceeds related to
this transaction were reinvested in other equipment in 1995 with the balance
reinvested in 1996. The Trust received $71,850 in 1996 from the lessee related
to a residual sharing agreement between the lessee and the Trust. In connection
with this agreement, the Trust was entitled to a portion of the sale proceeds
realized by the lessee upon its ultimate disposition of the vessel to a third
party. This amount is reflected as Other Income on the accompanying Statement of
Operations.
21
<PAGE>
During 1994, the Trust sold equipment having a net book value of
$2,868,712 to existing lessees and third parties. These sales resulted in a
net gain, for financial statement purposes, of $409,572. The equipment sales
included certain railroad equipment with an original cost and net book value
of $3,221,564 and $2,723,919, respectively, which the Trust sold to a third
party in March 1994. In connection with this sale, the Trust realized sales
proceeds of $895,361 and the purchaser assumed related debt of $2,290,023,
which resulted in a net gain, for financial statement purposes, of $461,465.
This equipment was sold prior to the expiration of the related lease term.
The sale proceeds were fully reinvested in other equipment in 1994.
It cannot be determined whether future sales of equipment will result in
a net gain or a net loss to the Trust, as such transactions will be dependent
upon the condition and type of equipment being sold and its marketability at
the time of sale. In addition, the amount of gain or loss reported for
financial statement purposes is partly a function of the amount of
accumulated depreciation associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including EFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological
advances, and many other events can converge to enhance or detract from asset
values at any given time. EFG attempts to monitor these changes in order to
identify opportunities which may be advantageous to the Trust and which will
maximize total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenue generated from that asset,
together with its residual value. The latter consists of cash proceeds
realized upon the asset's sale in addition to all other cash receipts
obtained from renting the asset on a re-lease, renewal or month-to-month
basis. The Trust classifies such residual rental payments as lease revenue.
Consequently, the amount of gain or loss reported in the financial statements
is not necessarily indicative of the total residual value the Trust achieved
from leasing the equipment.
Depreciation and amortization expense was $3,628,279, $3,414,318 and
$3,084,402 for the years ended December 31, 1996, 1995 and 1994,
respectively. For financial reporting purposes, to the extent that an asset
is held on primary lease term, the Trust depreciates the difference between
(i) the cost of the asset and (ii) the estimated residual value of the asset
on a straight-line basis over such term. For purposes of this policy,
estimated residual values represent estimates of equipment values at the date
of primary lease expiration. To the extent that an asset is held beyond its
primary lease term, the Trust continues to depreciate the remaining net book
value of the asset on a straight-line basis over the asset's remaining
economic life. The increase in depreciation expense from 1994 to 1996
reflects the acquisition of equipment during 1994, 1995 and 1996.
Interest expense was $396,793 or 8.2% of lease revenue in 1996, $534,365
or 10.1% of lease revenue in 1995 and $532,191 or 11.2% of lease revenue in
1994. Interest expense in future periods will continue to decline in amount
and as a percentage of lease revenue as the principal balance of notes
payable is reduced through the application of rent receipts to outstanding
indebtedness.
Management fees were 3.9%, 3.8% and 3.7% of lease revenue during the
years ended December 31, 1996, 1995 and 1994, respectively. Management fees
are based on 5% of gross lease revenue generated by operating leases and 2%
of gross lease revenue generated by full payout leases.
Operating expenses consist principally of administrative charges,
professional service costs, such as audit and legal fees, as well as
printing, distribution and remarketing
22
<PAGE>
expenses. Collectively, operating expenses represented 2.9%, 2.1% and 1.4% of
lease revenue during the years ended December 31, 1996, 1995 and 1994,
respectively. The increase in operating expenses from 1994 to 1996 was due
primarily to an increase in professional service costs and expenses incurred
in connection with the sale of the Trust's interest in the vessel and
aircraft described above. The amount of future operating expenses cannot be
predicted with certainty; however, such expenses are usually higher during
the acquisition and liquidation phases of a trust. Other fluctuations
typically occur in relation to the volume and timing of remarketing
activities.
LIQUIDITY AND CAPITAL RESOURCES AND DISCUSSION OF CASH FLOWS
The Trust by its nature is a limited life entity which was established
for specific purposes described in the preceding "Overview". As an equipment
leasing program, the Trust's principal operating activities derive from asset
rental transactions. Accordingly, the Trust's principal source of cash from
operations is provided by the collection of periodic rents. These cash
inflows are used to satisfy debt service obligations associated with
leveraged leases, and to pay management fees and operating costs. Operating
activities generated net cash inflows of $4,295,178, $4,296,416, and
$3,984,457 for the years ended December 31, 1996, 1995 and 1994,
respectively. Future renewal, re-lease and equipment sale activities will
cause a gradual decline in the Trust's primary-term lease revenue and
corresponding sources of operating cash. Overall, expenses associated with
rental activities, such as management fees, and net cash flow from operating
activities will decline as the Trust experiences a higher frequency of
remarketing events.
The Trust's equipment is leased by a number of creditworthy,
investment-grade companies and, to date, the Trust has not experienced any
material collection problems and has not considered it necessary to provide
an allowance for doubtful accounts. Notwithstanding a positive collection
history, there is no assurance that all future contracted rents will be
collected or that the credit quality of the Trust's lessees will be
maintained. Collection risk could increase in the future, particularly as the
Trust remarkets its equipment and enters re-lease agreements with different
lessees. The Managing Trustee will continue to monitor the Trust's experience
in collecting accounts receivable to determine whether a future allowance for
doubtful accounts may become appropriate.
Ultimately, the Trust will dispose of all assets under lease. This will
occur principally through sale transactions whereby each asset will be sold
to the existing lessee or to a third party. Generally, this will occur upon
expiration of each asset's primary or renewal/re-lease term. In certain
instances, casualty or early termination events may result in the disposal of
an asset. Such circumstances are infrequent and usually result in the
collection of stipulated cash settlements pursuant to terms and conditions
contained in the underlying lease agreements.
Cash expended for asset acquisitions and cash realized from asset
disposal transactions are reported under investing activities on the
accompanying Statement of Cash Flows. At December 31, 1995, the Trust had
completed its initial equipment acquisition and leveraging processes. The
Trust expended $1,441,796, $3,051,827 and $5,978,665 to acquire equipment
during the years ended December 31, 1996, 1995 and 1994, respectively,
including new equipment acquired pursuant to the reinvestment provisions of
the Trust Agreement of approximately $1,400,000 during each of the years
ended December 31, 1996 and 1995 and $3,300,000 during the year ended
December 31, 1994. The reinvested equipment was financed through a
combination of leveraging and sale proceeds available from the aircraft,
vessel and rail transactions, discussed above. During 1996, the Trust
realized equipment sale proceeds of $1,417,927, including $1,392,779 of
proceeds from the United Aircraft. In 1995, the Trust received sale proceeds
of $1,661,520, including $1,285,318 of proceeds from the vessel transaction
and; in 1994, the Trust received sale proceeds of $988,261, including
$895,361 of
23
<PAGE>
proceeds from the rail transaction. Future inflows of cash from asset
disposals will vary in timing and amount and will be influenced by many
factors including, but not limited to, the frequency and timing of lease
expirations, the type of equipment being sold, its condition and age, and
future market conditions.
The Trust obtained long-term financing in connection with certain
equipment leases. The origination of such indebtedness and the subsequent
repayments of principal are reported as components of financing activities.
Cash inflows of $997,888, $1,747,173 and $2,933,632 in 1996, 1995 and 1994,
respectively, resulted from leveraging a portion of the Trust's equipment
portfolio with third-party lenders. EFG also provided interim financing for
the Trust of $1,744,327 during 1994, until third-party financing was
finalized. Each note payable is recourse only to the specific equipment
financed and to the minimum rental payments contracted to be received during
the debt amortization period (which period generally coincides with the lease
rental term). As rental payments are collected, a portion or all of the
rental payment is used to repay the associated indebtedness. In future
periods, the amount of cash used to repay debt obligations will decline as
the principal balance of notes payable is reduced through the collection and
application of rents. However, the Trust has a balloon payment obligation of
$282,421 at the expiration of the primary lease term related to the Reno
Aircraft.
Cash distributions to the Managing Trustee, the Special Beneficiary and
the Beneficiaries are declared and generally paid within 45 days following
the end of each calendar month. The payment of such distributions is
presented as a component of financing activities. For the year ended December
31, 1996, the Trust declared total cash distributions of Distributable Cash
From Operations and Distributable Cash From Sales and Refinancings of
$857,869. In accordance with the Trust Agreement, the Beneficiaries were
allocated 90.75% of these distributions, or $778,516; the Special Beneficiary
was allocated 8.25%, or $70,774; and the Managing Trustee was allocated 1%,
or $8,579.
For financial reporting purposes, the Managing Trustee and the Special
Beneficiary each has accumulated a capital deficit at December 31, 1996. This
is the result of aggregate cash distributions to these Participants being in
excess of their aggregate capital contributions ($1,000 each) and their
respective allocations of financial statement net income or loss. (See Note 2
to the financial statements-Allocation of Profits and Losses.) Ultimately,
the existence of a capital deficit for the Managing Trustee or the Special
Beneficiary for financial reporting purposes is not indicative of any further
capital obligations to the Trust by either the Managing Trustee or the
Special Beneficiary. However, for income tax purposes, the Trust Agreement
requires that income be allocated first to those Participants having negative
tax capital account balances so as to eliminate any such balances. In
accordance with the Trust Agreement, upon the dissolution of the Trust, the
Managing Trustee will be required to contribute to the Trust an amount equal
to any negative balance which may exist in the Managing Trustee's tax capital
account. No such requirement exists with respect to the Special Beneficiary.
At December 31, 1996, the Managing Trustee has a positive tax capital account
balance. (See Note 6 to the financial statements.)
At December 31, 1996, the Trust had aggregate future minimum lease
payments of $6,506,434 from contractual lease agreements (see Note 2 to the
financial statements), of which $4,249,311 will be used to amortize the
principal balance of notes payable (see Note 5 to the financial statements).
Additional cash inflows will be realized from future remarketing activities,
such as lease renewals and equipment sales, the timing and extent of which
cannot be predicted with certainty. This is because the timing and extent of
equipment sales is often dependent upon the needs and interests of the
existing lessees. Some lessees may choose to renew their lease contracts,
while others may elect to return the equipment. In the latter instances, the
equipment could be re-leased to another lessee or sold to a third party.
Accordingly, as the Trust matures and a greater level of its equipment assets
become
24
<PAGE>
available for remarketing, the cash flows of the Trust will become less
predictable. In addition, the Trust will have cash outflows to satisfy
interest on indebtedness and to pay management fees and operating expenses.
Ultimately, the Trust is expected to meet its future disbursement obligations
and to distribute any excess of cash inflows over cash outflows to the
Participants in accordance with the Trust Agreement. However, several
factors, including month-to-month lease extensions, lessee defaults,
equipment casualty events, and early lease terminations could alter the
Trust's anticipated cash flows as described herein and in the accompanying
financial statements and result in fluctuations to the Trust's periodic cash
distribution payments.
Cash distributions paid to the Participants consist of both a return of
and a return on capital. Cash distributions do not represent and are not
indicative of yield on investment. Actual yield on investment cannot be
determined with any certainty until conclusion of the Trust and will be
dependent upon the collection of all future contracted rents, the generation
of renewal and/or re-lease rents, and the residual value realized for each
asset at its disposal date. Future market conditions, technological changes,
the ability of EFG to manage and remarket the assets, and many other events
and circumstances, could enhance or detract from individual asset yields and
the collective performance of the Trust's equipment portfolio.
It is the intention of the Managing Trustee to maintain a cash
distribution level that is consistent with the operating cash flows of the
Trust and to optimize the long-term value of the Trust. A distribution level
that is higher than the Trust's operating cash flows could compromise the
Trust's working capital position, as well as its ability to refurbish or
upgrade equipment in response to lessee requirements or other market
circumstances and, during its reinvestment period, to purchase replacement
equipment as original equipment is remarketed. Accordingly, in order to
better align monthly cash distributions with the Trust's operating cash
flows, the Managing Trustee reduced the level of monthly cash distributions
from an annualized rate of $2.52 per Beneficiary Interest (the rate
established and paid from the Trust's inception through September 1995) to an
annualized rate of $1.26 per Beneficiary Interest commencing in October 1995.
In October 1996, the Managing Trustee increased the annualized distribution
rate to $1.64 per Beneficiary Interest and expects that the Trust will be
able to sustain this distribution rate throughout 1997. However, the nature
of the Trust's principal cash flows gradually will shift from rental receipts
to equipment sale proceeds as the Trust matures. As this occurs, the Trust's
cash flows will become more volatile in that certain of the Trust's equipment
leases will be renewed and certain of its assets will be sold. In some cases,
the Trust may be required to expend funds to refurbish or otherwise improve
the equipment being remarketed in order to make it more desirable to a
potential lessee or purchaser. The Trust's Advisor, EFG, and the Managing
Trustee will attempt to monitor and manage these events to maximize the
residual value of the Trust's equipment and will consider these factors, in
addition to the collection of contractual rents, the retirement of scheduled
indebtedness and the Trust's future working capital and equipment
requirements, in establishing future cash distribution rates. Ultimately, the
Participants should expect that cash distribution rates will fluctuate over
the long term as a result of future remarketing activities.
Section 10. Conflicts of Interest. The Managing Trustee and its
Affiliates own in the aggregate 582 Class A Interests and acquired 822,863 of
the 826,072 Class B Subordinated Interests issued pursuant to the Class B
Offering. Accordingly, it is in the best interest of the Managing Trustee and
such Affiliates that a significant number of Class A Interests be tendered
pursuant to the Offer at a price which will enable the Trust to make
distributions in the future with respect to their Class A Interests and Class
B Interests in greater amounts than would otherwise be the case if such Class
A Interests were not tendered pursuant to the Offer.
25
<PAGE>
Section 11. Source of Funds. The Trust issued 826,072 Class B
Subordinated Interests (the "Class B Interests") at the closing of the Class
B Offering on July 18, 1997 for which it received total proceeds of
$4,130,360. Of these proceeds approximately $88,546 is expected to be used to
pay the expenses of the Class B Offering, $808,363 will be used to make a
special distribution to the Class A Beneficiaries (the "Special
Distribution") and the approximate balance of $3,233,451 is now available to
the Trust to redeem Class A Interests pursuant to the Offer and in future
transactions.
Section 12. Background of the Offer. In the fall of 1996, the Managing
Trustee began to give serious consideration to a tender offer to acquire
Class A Interests from Class A Beneficiaries who chose to participate in such
an offer. The Managing Trustee was aware of the then market for tender offers
and the desire for liquidity on the part of some investors, which made many
such offers successful for the buyers. The Managing Trustee then began to
give serious consideration to having the Trust itself make the offer, and to
the possibility of structuring a new securities offering by the Trust that
would provide the Trust with the funds necessary to implement a self-tender.
The self-tender would permit the non-tendering Class A Beneficiaries to
benefit from any economic benefits realized from the redemption of Class A
Interests. The Trust's decision to proceed with this course of action was
based on a number of factors and in part on discussions with representatives
of certain securities firms that participated in the offering of the Class A
Interests. After considering the prices available to sellers of Class A
Interests in the Trust and other similar issuers, the Managing Trustee
concluded that a self-tender would afford the non-tendering Class A
Beneficiaries an opportunity to realize increased distributions in the
future, a benefit to the existing investors that would not be present in the
case of a third-party tender. Further, the Managing Trustee determined to
structure the transaction as an equity transaction so as to avoid the
incurring of additional debt by the Trust that could lead to reduced cash
distributions. Any use by the Trust in a self- tender of cash generated from
asset sales or Trust operations could similarly have reduced future
distributions.
The following table sets forth the reported secondary market sale prices
for Class A Interests over the past two years:
<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW VOLUME
- -------------- --------- --------- -----------
<S> <C> <C> <C>
6/30/95 NA NA NA
9/30/95 $ 14.20 $ 14.20 4,000
12/31/95 $ 13.00 $ 10.00 800
3/31/96 $ 7.30 $ 7.30 400
6/30/96 $ 7.00 $ 6.75 1,040
9/30/96 NA NA NA
12/31/96 NA NA NA
3/31/97 $ 9.55 $ 7.15 1,400
6/30/97 $ 9.75 $ 8.50 5,650
</TABLE>
NA--No Activity
At the time of the original offering of Class A Interests, the Managing
Trustee expected that liquidation of the Trust would occur within
approximately seven years of its formation. However, based upon the current
portfolio of equipment owned by the Trust, the Managing Trustee now believes
that the liquidation date of seven years will not be attained and the
liquidation date will now be approximately 11 years from organization (i.e.,
by 2003).
26
<PAGE>
The Managing Trustee estimates that the current liquidation value of a
Class A Interest is approximately $13.24, after giving effect to the Special
Distribution. The net book value per Class A Interest at March 31, 1997 was
$17.81 (which does not take into account the 9.25% combined participation of
the Managing Trustee and Special Beneficiary in Trust distributions on the
Special Distribution). Average cumulative distributions since inception of
the Trust including the Special Distribution are $12.35 per Class A Interest.
The estimated fair market value of the Trust's Assets is based upon the
Managing Trustee's assessment of the net present value of the distributions that
a Class A Interest might realize (the "NPV"), assuming a discount rate of 10%
per annum and reducing such distributions by the Special Distribution. (Assuming
discount rates of 8% and 15%, the NPV would be $14.38 and $10.82, respectively.)
The Managing Trustee believes that the NPV is in excess of the amount of cash
consideration which an independent third party buyer would be willing to pay for
the Trust's assets, after taking into account lease encumbrances and related
indebtedness. It is important to note that in many cases assets are re-leased by
lessees instead of being purchased at the end of the lease terms and it is
difficult to predict accurately the amount and time of receipt of any residual
proceeds. Further, the NPV will be affected by the number of Class A Interests
redeemed by the Trust from time to time and the price paid by the Trust
therefor.
Current net book value of the Trust's assets results in part from the
Trust's depreciation policy which is intended to allocate the cost of assets
over the period during which they produce economic benefit. The period of
greatest economic benefit is considered to correspond to each asset's primary
Lease term. Accordingly, the Trust depreciates the difference between the
cost of each asset and its estimated end-of-primary lease residual value over
the primary lease term. To the extent that an asset is leased beyond its
primary Lease term, the Trust continues to depreciate the then remaining net
book value over the asset's then remaining economic life. Using this
methodology, the Managing Trustee expects that the periodic reductions in net
book value, resulting from depreciation, will be consistent with
corresponding reductions in fair market value, resulting from normal wear and
tear, age and obsolescence. However, the Managing Trustee periodically
evaluates the net carrying value of the Trust's assets to determine whether
it exceeds estimated net realizable value. In accordance with FAS No. 121,
adjustments to reduce the net carrying value of assets to estimated fair
market value are recorded in those instances where estimated net realizable
value is considered to be less than net carrying value. In the judgment of
the Managing Trustee, the current fair market value of the Trust's assets is
not representative of net realizable value, which is greater than fair market
value as it gives consideration to the aggregate undiscounted future cash
flows resulting from future contracted lease payments plus the estimated
residual value of the Trust's assets.
The Managing Trustee considered the foregoing factors, in particular the
reported secondary market sales prices of Class A Interests, and established
a Purchase Price of $9.75 per Class A Interest for the Offer. The Managing
Trustee believes that the Purchase Price is somewhat in excess of the price
available to Class A Beneficiaries in a secondary market and should enable
the Trust to accomplish the objectives of the Class B Offering in permitting
the Class A Beneficiaries desiring to do so to liquidate their investment in
the Trust while increasing future distributions to the Class A Beneficiaries
who determine not to tender their Class A Interests.
NO INDEPENDENT PERSON HAS BEEN RETAINED TO EVALUATE OR RENDER ANY OPINION
WITH RESPECT TO THE FAIRNESS OF THE PURCHASE PRICE AND NO REPRESENTATION IS MADE
BY THE TRUST OR ANY AFFILIATE OF THE TRUST AS TO SUCH FAIRNESS. THE TRUST DID
NOT ATTEMPT TO OBTAIN CURRENT INDEPENDENT VALUATIONS OR APPRAISALS OF THE
EQUIPMENT
27
<PAGE>
AND OTHER ASSETS OWNED BY THE TRUST. OTHER MEASURES OF THE VALUE OF THE CLASS
A INTERESTS MAY BE RELEVANT TO CLASS A BENEFICIARIES AND CLASS A
BENEFICIARIES SHOULD DETERMINE FOR THEMSELVES WHETHER THE METHOD EMPLOYED BY
THE TRUST, AND THE UNDERLYING ASSUMPTIONS, ARE REASONABLE. CLASS A
BENEFICIARIES ARE URGED TO CONSIDER CAREFULLY ALL OF THE INFORMATION
CONTAINED HEREIN AND CONSULT WITH THEIR OWN ADVISORS, TAX, FINANCIAL OR
OTHERWISE, IN EVALUATING THE TERMS OF THE OFFER BEFORE DECIDING WHETHER TO
TENDER CLASS A INTERESTS.
Section 13. Conditions of the Offer. Notwithstanding any other term of
the Offer, the Trust shall not be required to accept for payment or to pay
for any Class A Interests tendered if all authorizations, consents, orders or
approvals of, or declarations or filings with, or expirations of waiting
periods imposed by, any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, necessary for
the consummation of the transactions contemplated by the Offer shall not have
been filed, occurred or been obtained. Furthermore, notwithstanding any other
term of the Offer, the Trust shall not be required to accept for payment or
pay for any Class A Interests not theretofore accepted for payment or paid
for and may terminate or amend the Offer as to such Class A Interests if, at
any time on or after the date of the Offer and before the acceptance of such
Class A Interests for payment or the payment therefor, any of the following
conditions exists:
(a) a preliminary or permanent injunction or other order of any federal
or state court, government or governmental authority or agency shall have
been issued and shall remain in effect which (i) makes illegal, delays or
otherwise directly or indirectly restrains or prohibits the making of the
Offer or the acceptance for payment of or payment for any Class A Interests
by the Trust, (ii) causes any material diminution of the benefits to be
derived by the Trust as a result of the transactions contemplated by the
Offer, or (iii) might materially adversely affect the business, properties,
assets, liabilities, financial condition, operations, results of operations
or prospects of the Trust;
(b) there shall be any action taken, or any statute, rule, regulation or
order proposed, enacted, enforced, promulgated, issued or deemed applicable
to the Offer by any federal or state court, government or governmental
authority or agency, which might, directly or indirectly, result in any of
the consequences referred to in clauses (i) through (iii) of paragraph (a)
above;
(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of the
Trust, which, in the sole judgment of the Trust, is or may be materially
adverse to the Trust, including without limitation any adverse developments
with respect to any lease of Trust equipment, or the Trust shall have become
aware of any fact that, in the sole judgment of the Trust, does or may have
a material adverse effect on the value of the Class A Interests;
(d) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market in the United States, (ii) a declaration
of a banking moratorium or any suspension of payments in respect of banks in
the United States; (iii) any limitation by any governmental authority on, or
other event which might affect, the extension of credit by lending
institutions or result in any imposition of currency controls in the United
States, (iv) a commencement of a war or armed hostilities or other national
or international calamity directly or indirectly involving the United
28
<PAGE>
States, (v) a material change in United States or other currency exchange
rates or a suspension of a limitation on the markets thereof, or (vi) in the
case of any of the foregoing existing at the time of the commencement of the
Offer, a material acceleration or worsening thereof;
(e) a tender or exchange offer for some or all of the Class A Interests
is made by another person; or
(f) it shall have been publicly disclosed or the Trust shall have
otherwise learned that (i) more than ten percent of the outstanding Class A
Interests have been or are proposed to be acquired by another person
(including a "group" within the meaning of Section 13(d)(3) of the Exchange
Act), or (ii) any person or group that prior to such date had filed a
Statement with the Commission pursuant to Section 13(d) or (g) of the
Exchange Act has increased or proposes to increase the number of Class A
Interests beneficially owned by such person or group as disclosed in such
Statement by two percent or more of the outstanding Class A Interests.
The foregoing conditions are for the sole benefit of the Trust and may be
asserted by the Trust regardless of the circumstances giving rise to such
conditions or may be waived by the Trust in whole or in part at any time and
from time to time in its sole discretion. Any determination by the Trust
concerning the events described above will be final and binding upon all
parties.
The Trust will purchase the Class A Interests tendered in accordance with
the Offer if, in the exercise of its reasonable judgment, it determines that the
conditions to the Offer have been satisfied.
Section 14. Certain Legal Matters.
General. Except as set forth in this Section 14, the Trust is not aware of
any filings, approvals or other actions by any domestic or foreign governmental
or administrative agency that would be required prior to the acquisition of
Class A Interests by the Trust pursuant to the Offer. Should any such approval
or other action be required, it is the Trust's present intention that such
additional approval or action would be sought. While there is no present
intention to delay the purchase of Class A Interests tendered pursuant to the
Offer pending receipt of any such additional approval or the taking of any such
action, there can be no assurance that any such additional approval or action,
if needed, would be obtained without substantial conditions or that adverse
consequences might not result to the Trust's business, or that certain parts of
the Trust's business might not have to be disposed of or held separate or other
substantial conditions complied with in order to obtain such approval or action,
any of which could cause the Trust to elect to terminate the Offer without
purchasing Class A Interests thereunder. The Trust's obligation to purchase and
pay for Class A Interests is subject to certain conditions, including conditions
relating to the legal matters discussed in this Section 14.
Pending Lawsuit. On June 24, 1997, Leonard Rosenblum, J/B Investment
Partners, Small and Rebecca Barmack, Partners, and Barbara Hall (collectively,
the "Plaintiffs") commenced a derivative action in the Suffolk Superior Court of
the Commonwealth of Massachusetts against Equis Financial Group Limited
Partnership ("Equis" or "EFG") and a number of its Affiliates, including the
Managing Trustee of the Trust, Gary D. Engle and Geoffrey A. MacDonald as
defendants (the "Defendants") and a number of investment programs, including the
Trust, sponsored by Equis as nominal defendants (the "Nominal Defendants").
29
<PAGE>
The Plaintiffs asserted claims on behalf of the Nominal Defendants for
common law fraud, breach of contract, breach of fiduciary duty and/or aiding or
abetting the breach of fiduciary duty owed to the Nominal Defendants against the
various managing general partners and the managing trustee of the investment
programs, including the Trust, and other entities and individuals (collectively,
the "Managing Defendants") that allegedly exercise control over the Nominal
Defendants.
The Plaintiffs allege, among other things, that the Managing Defendants have
exploited and are continuing to exploit the fiduciary positions through which
they control the Nominal Defendants for improper purposes by causing them to
enter into numerous transactions that are ultra vires and/or lack valid business
purposes which have resulted in the misappropriation and waste of the Nominal
Defendants' assets in order to further the Managing Defendants' financial
interests and to entrench them in their positions of control over the Nominal
Defendants. The Plaintiffs assert as an example of this conduct the causing of
the Trust to issue the Class B Interests and the efforts of the Managing
Defendants to sell the Class B Interests upon one-sided terms and conditions
that are designed to ensure that certain Managing Defendants are able to acquire
voting control over the Trust. Among other things, the Plaintiffs requested that
Managing Defendants be required to make restitution to the Trust and the other
Nominal Defendants.
The Managing Defendants believe that the lawsuit is without merit and intend
to defend vigorously against the lawsuit.
Antitrust. The Trust does not believe that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, is applicable to the acquisition of Class
A Interests contemplated by the Offer.
Margin Requirements. The Class A Interests are not "margin securities"
under the regulations of the Board of Governors of the Federal Reserve System
and, accordingly, such regulations are not applicable to the Offer.
State Takeover Laws. Certain states, including the State of Delaware where
the Trust has been organized and the Commonwealth of Massachusetts where the
Trust is located, have adopted so-called "anti-takeover laws and regulations"
which purport, to varying degrees, to apply to attempts to acquire securities of
entities which are organized in such states or which have assets, security
holders, principal executive offices or a principal place of business therein.
The Trust believes that such anti-takeover laws do not apply to the Offer. If
any state anti-takeover statute is applicable to the Offer, the Trust might be
unable to accept for payment or purchase Class A Interests tendered pursuant to
the Offer or be delayed in continuing or consummating the Offer. In such case,
the Trust may not be obligated to accept for purchase or pay for any Class A
Interests tendered.
Section 15. Certain Fees And Expenses. Except as set forth in this Section
15, the Trust will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Class A Interests pursuant to the Offer.
The Trust has retained Corporate Investor Communications, Inc. to act as
Information Agent and Trust Company of America to act as Depositary. The Trust
will pay the Information Agent and the Depositary reasonable and customary
compensation for their services in connection with the Offer, plus reimbursement
for reasonable out-of-pocket expenses, and will indemnify the Information Agent
against certain liabilities and expenses in connection therewith, including
liabilities under the federal securities laws. Further, the Trust reserves the
right to retain a broker/dealer registered to do business in various states to
the extent that the Trust determines that utilization of such broker/dealer
would be appropriate in connection with the Offer. In the event that any
broker/dealer is so retained, the Trust will pay all of
30
<PAGE>
its fees and expenses. The Trust will also pay all costs and expenses of
printing and mailing the Offer.
Section 16. Miscellaneous. The Trust is not aware of any jurisdiction in
which the making of the Offer is not in compliance with applicable law. If the
Trust becomes aware of any jurisdiction in which the making of the Offer would
not be in compliance with applicable law, the Trust will make a good faith
effort to comply with any such law. If, after such good faith effort, the Trust
cannot comply with any such law, the Offer will not be made to (nor will tenders
be accepted from or on behalf of) the holders of Class A Interests residing in
such jurisdiction.
No person has been authorized to give any information or to make any
representation on behalf of the Trust not contained herein or in the Letter of
Transmittal and, if given or made, such information or representation must not
be relied upon as having been authorized.
The Trust has filed with the Commission a Schedule 13E-4 pursuant to Rule
13e-4 under the Exchange Act, furnishing certain additional information with
respect to the Offer, and may file amendments thereto. The Schedule 13E-4 and
any amendments thereto, including exhibits, may be inspected and copies may be
obtained at the same places and in the same manner as set forth in Section 9
hereof (except that they will not be available at the regional offices of the
Commission).
AFG Investment Trust A
August 7, 1997
31
<PAGE>
Facsimile copies of the Letters of Transmittal, properly completed and duly
executed will be accepted. The Letter of Transmittal and any other required
documents should be sent or delivered by each Class A Beneficiary or his broker,
dealer, commercial bank, trust company or other nominee to the Depositary at his
address set forth below:
The Depositary for this Offer is:
TRUST COMPANY OF AMERICA
By First Class Mail:
Trust Company of America
c/o Gemisys Corp.
7103 South Revere Parkway
Englewood, Colorado 80112
Attn: AFG Investment Trust A
By Facsimile: (800) 387-7365
Confirm by Telephone: (800) 387-7391
The Information Agent for the Offer is:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, NJ 07072-2586
Telephone: (800) 631-0988
Questions and requests for assistance may be directed to Corporate Investor
Communications, Inc. at the address and telephone number listed above.
Additional copies of this Offer to Purchase, the Letter of Transmittal and other
tender offer materials may be obtained from Corporate Investor Communications,
Inc. as set forth above and will be furnished promptly at the Trust's expense.
32
<PAGE>
FINANCIAL STATEMENTS
AFG INVESTMENT TRUST A
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
FINANCIAL STATEMENTS:..................................................................................... F-1
Statement of Financial Position at March 31, 1997 and December 31, 1996................................... F-2
Statement of Operations for the three months ended March 31, 1997 and 1996................................ F-3
Statement of Cash Flows for the three months ended March 31, 1997 and 1996................................ F-4
Notes to the Financial Statements......................................................................... F-5
Report of Independent Auditors............................................................................ F-10
Statement of Financial Position at December 31, 1996 and 1995............................................. F-11
Statement of Operations for the years ended December 31, 1996, 1995 and 1994.............................. F-12
Statement of Changes in Participants' Capital for the years ended December 31, 1996, 1995 and 1994........ F-13
Statement of Cash Flows for the years ended December 31, 1996, 1995 and 1994.............................. F-14
Notes to the Financial Statements......................................................................... F-15
</TABLE>
F-1
<PAGE>
AFG INVESTMENT TRUST A
STATEMENT OF FINANCIAL POSITION
MARCH 31, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
Cash and cash equivalents.......................................................... $ 2,123,059 $ 1,832,248
Rents receivable................................................................... 588,445 623,237
Accounts receivable-affiliate...................................................... 48,939 55,849
Equipment at cost, net of accumulated depreciation of $11,699,306 and $11,280,817
at March 31, 1997 and December 31, 1996, respectively............................ 10,721,050 11,663,702
Organization costs, net of accumulated amortization of $4,917 and $4,667 at March
31, 1997 and December 31, 1996, respectively..................................... 83 333
------------- -------------
Total assets................................................................. $ 13,481,576 $ 14,175,369
------------- -------------
LIABILITIES AND PARTICIPANTS' CAPITAL
Notes payable...................................................................... $ 3,655,800 $ 4,249,311
Accrued interest................................................................... 48,990 62,360
Accrued liabilities................................................................ 18,750 23,250
Accrued liabilities-affiliate...................................................... 41,381 38,293
Deferred rental income............................................................. 32,608 18,721
Cash distributions payable to participants......................................... 165,220 165,220
------------- -------------
Total liabilities............................................................ 3,962,749 4,557,155
------------- -------------
Participants' capital (deficit):
Managing Trustee................................................................... (28,142) (27,148)
Special Beneficiary................................................................ (239,424) (231,225)
Beneficiary Interests (549,218 Interests; initial purchase price of $25 each)...... 9,786,393 9,876,587
------------- -------------
Total participants' capital.................................................. 9,518,827 9,618,214
------------- -------------
Total liabilities and participants' capital.................................. $ 13,481,576 $ 14,175,369
------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
AFG INVESTMENT TRUST A
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Income:
Lease revenue....................................................................... $ 1,179,837 $ 1,254,648
Interest income..................................................................... 25,800 6,336
Gain (loss) on sale of equipment.................................................... 2,095 (148,067)
------------ ------------
Total income.................................................................... 1,207,732 1,112,917
------------ ------------
Expenses:
Depreciation and amortization....................................................... 932,497 952,119
Interest expense.................................................................... 43,358 104,957
Equipment management fees-affiliate................................................. 44,578 48,461
Operating expenses-affiliate........................................................ 38,857 16,976
------------ ------------
Total expenses.................................................................. 1,059,290 1,122,513
------------ ------------
Net income (loss)................................................................... $ 148,442 $ (9,596)
------------ ------------
Net income (loss) per Beneficiary Interest.......................................... $ (0.25) $ (0.02)
------------ ------------
Cash distributions declared per Beneficiary Interest................................ $ (0.41) $ (0.32)
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
AFG INVESTMENT TRUST A
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from (used in) operating activities:
Net income (loss).......................................................................... $ 148,442 $ (9,596)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization............................................................ 932,497 952,119
(Gain) loss on sale of equipment......................................................... (2,095) 148,067
Changes in assets and liabilities
Decrease (increase) in:
rents receivable....................................................................... 34,792 (121,469)
accounts receivable-affiliate.......................................................... 6,910 (29,159)
Increase (decrease) in:
accrued interest....................................................................... (13,370) 23,122
accrued liabilities.................................................................... (4,500) (2,185)
accrued liabilities-affiliate.......................................................... 3,088 53,049
deferred rental income................................................................. 13,887 (9,805)
----------- -----------
Net cash from operating activities................................................... 1,119,651 1,004,143
----------- -----------
Cash flows from (used in) investing activities:
Purchase of equipment.................................................................... -- (1,441,796)
Proceeds from equipment sales............................................................ 12,500 1,407,550
----------- -----------
Net cash from (used in) investing activities......................................... 12,500 (34,246)
----------- -----------
Cash flows from (used in) financing activities:
Proceeds from notes payable.............................................................. -- 997,888
Principal payments-notes payable......................................................... (593,511) (710,033)
Distributions paid....................................................................... (247,829) (190,638)
----------- -----------
Net cash from (used in) financing activities......................................... (841,340) 97,217
----------- -----------
Net increase in cash and cash equivalents.................................................. 290,811 1,067,114
----------- -----------
Cash and cash equivalents at beginning of period........................................... 1,832,248 455,262
----------- -----------
Cash and cash equivalents at end of period................................................. $ 2,123,059 $ 1,522,376
----------- -----------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest................................................. $ 56,728 $ 81,835
----------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
AFG INVESTMENT TRUST A
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE 1-BASIS OF PRESENTATION
The financial statements presented herein are prepared in conformity with
generally accepted accounting principles and the instructions for preparing Form
10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange
Commission and are unaudited. As such, these financial statements do not include
all information and footnote disclosures required under generally accepted
accounting principles for complete financial statements and, accordingly, the
accompanying financial statements should be read in conjunction with the
footnotes presented in the 1996 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1996 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at March 31, 1997 and December 31, 1996 and results of operations for
the three month periods ended March 31, 1997 and 1996 have been made and are
reflected.
NOTE 2-CASH
At March 31, 1997, the Trust had $1,930,000 invested in reverse repurchase
agreements secured by U.S. Treasury Bills or interests in U.S. Government
securities.
NOTE 3-REVENUE RECOGNITION
Rents are payable to the Trust monthly, quarterly or semi-annually and no
significant amounts are calculated on factors other than the passage of time.
Rents from Reno Air, Inc. ("Reno Air"), as provided for in the lease agreement,
are adjusted monthly for changes in the London Inter-Bank Offered Rate
("LIBOR"). Future rents from Reno Air, included below, reflect the most recent
LIBOR effected rental payment. The leases are accounted for as operating leases
and are noncancellable. Rents received prior to their due dates are deferred.
Future minimum rents of $5,348,865 are due as follows:
<TABLE>
<S> <C>
For the year ending March 31, 1998.............................................. $3,524,872
1999.................................................. 1,057,754
2000.................................................. 242,318
2001.................................................. 208,771
2002.................................................. 179,149
136,001
---------
Total................................................. $5,348,865
---------
</TABLE>
NOTE 4-EQUIPMENT
The following is a summary of equipment owned by the Trust at March 31,
1997. In the opinion of Equis Financial Group ("EFG"), (formerly American
Finance Group), the acquisition cost of the equipment did not exceed its fair
market value.
F-5
<PAGE>
<TABLE>
<CAPTION>
REMAINING
LEASE TERM EQUIPMENT
EQUIPMENT TYPE (MONTHS) AT COST
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
Aircraft............................................................................. 9-71 $ 6,814,662
Materials handling................................................................... 1-43 3,687,803
Retail store fixtures................................................................ 1-24 2,992,236
Vessels.............................................................................. 11 2,399,580
Construction and mining.............................................................. 1-70 1,945,484
Communications....................................................................... 21 1,802,423
Computers and peripherals............................................................ 1-18 1,738,961
Research and test.................................................................... 6 459,282
Manufacturing........................................................................ 15 442,590
Energy systems....................................................................... 9 108,975
Photocopying......................................................................... 1-7 28,360
--------------
Total equipment cost........................................................... 22,420,356
Accumulated depreciation....................................................... (11,699,306)
--------------
Equipment, net of accumulated depreciation..................................... $ 10,721,050
--------------
</TABLE>
At March 31, 1997, the Trust's equipment portfolio included equipment having
a proportionate original cost of $8,721,813, representing approximately 39% of
total equipment cost.
At March 31, 1997, the cost and net book value of equipment held for sale or
re-lease was approximately $133,800 and $35,900, respectively. The Managing
Trustee is actively seeking the sale or re-lease of all equipment not on lease.
See also Note 9-Subsequent Event.
NOTE 5-RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Trust are paid by EFG on behalf of
the Trust and EFG is reimbursed at its actual cost for such expenditures. Fees
and other costs incurred during the three month periods ended March 31, 1997 and
1996, which were paid or accrued by the Trust to EFG or its Affiliates, are as
follows:
<TABLE>
<CAPTION>
1997 1996
--------- ----------
<S> <C> <C>
Equipment acquisition fees................................................................. -- $ 36,109
Equipment management fees.................................................................. $ 44,578 48,461
Administrative charges..................................................................... 10,134 5,250
Reimbursable operating expenses due to third parties....................................... 28,723 11,726
--------- ----------
Total.................................................................................. $ 83,435 $ 101,546
--------- ----------
</TABLE>
All rents and proceeds from the sale of equipment are paid directly to
either EFG or to a lender. EFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Trust. At
March 31, 1997, the Trust was owed $48,939 by
F-6
<PAGE>
EFG for such funds and the interest thereon. These funds were remitted to the
Trust in April 1997.
NOTE 6-NOTES PAYABLE
Notes payable at March 31, 1997 consisted of installment notes of $3,655,800
payable to banks and institutional lenders. The notes bear interest rates
ranging between 5.7% and 9.17%, except for one note which bears a fluctuating
interest rate based on LIBOR plus a margin (5.7% at March 31, 1997). All of the
installment notes are non-recourse and are collateralized by the equipment and
assignment of the related lease payments. Generally, the installment notes will
be fully amortized by noncancellable rents. However, the Trust has a balloon
payment obligation of $282,421 at the expiration of the primary lease term
related to the Reno Air aircraft. The carrying amount of notes payable
approximates fair value at March 31, 1997.
The annual maturities of the notes payable are as follows:
<TABLE>
<S> <C>
For the year ending March 31, 1998.............................................. $2,106,594
1999............................................... 818,412
2000............................................... 111,702
2001............................................... 120,800
2002............................................... 130,639
Thereafter......................................... 367,653
----------
Total...................................... $3,665,800
==========
</TABLE>
NOTE 7-LEGAL PROCEEDINGS
On July 27, 1995, EFG, on behalf of the Trust and other EFG-sponsored
investment programs, filed an action in the Commonwealth of Massachusetts
Superior Court Department of the Trial Court in and for the County of Suffolk,
for damages and declaratory relief against a lessee of the Trust, National Steel
Corporation ("National Steel"), under a certain Master Lease Agreement ("MLA")
for the lease of certain equipment. EFG is seeking the reimbursement by National
Steel of certain sales and/or use taxes paid to the State of Illinois and other
remedies provided by the MLA. On August 30, 1995, National Steel filed a Notice
of Removal which removed the case to the United States District Court, District
of Massachusetts. On September 7, 1995, National Steel filed its Answer to EFG's
Complaint along with Affirmative Defenses and Counterclaims, seeking declaratory
relief and alleging breach of contract, implied covenant of good faith and fair
dealing and specific performance. EFG filed its Answer to these counterclaims on
September 29, 1995. Though the parties have been discussing settlement with
respect to this matter for some time, to date, the negotiations have been
unsuccessful. Notwithstanding these discussions, EFG recently filed an Amended
and Supplemental Complaint alleging a further default by National Steel under
the MLA and EFG recently filed a Summary Judgment on all claims and
counterclaims. The matter remains pending before the Court. The Trust has not
experienced any material losses as a result of this action.
F-7
<PAGE>
NOTE 8-SOLICITATION AND REGISTRATION STATEMENTS
On October 26, 1996, the Managing Trustee, on behalf of the Trust, filed a
Solicitation Statement with the Securities and Exchange Commission which was
subsequently sent to the Beneficiaries pursuant to Regulation 14A of Section 14
of the Securities Exchange Act. The Solicitation Statement sought to solicit the
consent of the Beneficiaries to a proposed amendment ("the Amendment") to the
Amended and Restated Declaration of Trust (the "Trust Agreement").
The Amendment would (i) amend the provisions of the Trust Agreement
governing the redemption of Interests to permit the Trust to offer to redeem
outstanding interests at such times, in such amounts, in such manner and at such
prices as the Managing Trustee may determine from time to time, in accordance
with applicable law; and (ii) add a provision to the Trust Agreement that would
permit the Trust to issue, at the discretion of the Managing Trustee and without
further consent or approval of the Beneficiaries, an additional class of
security with such designations, preferences and relative, participating,
optional or other special rights, powers and duties as the Managing Trustee may
fix. Such a security, if it were to be offered and sold, would provide the Trust
with the funds to (a) implement more expansive Interest redemption opportunities
for Beneficiaries without using Trust funds which may otherwise be available for
current cash distributions; and (b) make a special one-time distribution to the
Beneficiaries.
Pursuant to the Trust Agreement, the adoption of the Amendment required the
consent of the Beneficiaries holding more than fifty percent in the aggregate of
the Interests held by all Beneficiaries. A majority of Beneficiary Interests,
representing 286,868 or 52.2% of all Beneficiary Interests, voted in favor of
the Amendment; 49,019 or 8.9% of all Beneficiary Interests voted against the
Amendment; and 16,104 or 2.9% of all Beneficiary Interests abstained.
Approximately 64% of all Beneficiary Interests participated in the vote.
Accordingly, the Amendment was adopted.
On February 12, 1997, the Trust filed a Registration Statement on Form S-1
(which was amended on April 11, 1997 and May 9, 1997) with the Securities and
Exchange Commission which covers, among other things, the creation and sale of a
new class of beneficiary interests in the Trust (the "Class B Interests"). A
portion of the proceeds from the offering of the Class B Interests would be used
to make a one-time special cash distribution to existing Beneficiaries (the
"Class A Beneficiaries") of the Trust and to enable the Trust to redeem a
portion of the existing Beneficiary Interests (the "Class A Interests"). The
characteristics of the Class B Interests, associated risk factors, and other
matters of importance to the Beneficiaries and prospective purchasers of the
Class B Interests are contained in the Registration Statement. Presently, the
Registration Statement is undergoing regulatory review and has not been declared
effective.
NOTE 9-SUBSEQUENT EVENT
On April 30, 1997, the vessel partnerships, in which the Trust and certain
affiliated investment programs are limited partners and through which the Trust
and the affiliated investment programs shared economic interests in three cargo
vessels (the "Vessels") leased by KGJS/Gearbulk Holdings Limited (the "Lessee"),
exchanged their ownership interests in the Vessels for 1,987,000 shares of
common stock in Banyan Strategic Land Fund II ("Banyan") and a purchase money
note of $8,219,500 (the "Note"). Banyan is a Delaware corporation organized on
April 14, 1987 and has its common stock listed on NASDAQ. Banyan holds certain
real estate investments, the most significant being a 274 acre site near Malibu,
California ("Rancho Malibu").
F-8
<PAGE>
The exchange was organized through an intermediary company (Equis Exchange
LLC, 99% owned by Banyan and 1% owned by EFG), which was established for the
sole purpose of facilitating the exchange. There were no fees paid to EFG by
Equis Exchange LLC or Banyan or by any other party that otherwise would not have
been paid to EFG had the Trust sold its beneficial interest in the Vessels
directly to the Lessee. The Lessee prepaid all of its remaining contracted
rental obligations and purchased the Vessels in two closings occurring on May 6,
1997 and May 12, 1997. The above-referenced Note was repaid with $3,800,000 of
cash and delivery of a $4,419,500 note from Banyan (the "Banyan Note").
As a result of the exchange transaction and its original 33% beneficial
ownership interest in Hato Arrow, one of the three Vessels, the Trust received
$435,768 in cash and is the beneficial owner of 209,694 shares of Banyan common
stock and holds a beneficial interest in the Banyan Note of $462,353.
Cash equal to the amount of the Banyan Note is being held by Banyan in a
segregated account pending the outcome of certain shareholder proposals.
Specifically, as part of the exchange, Banyan agreed to seek consent ("Consent")
from its shareholders to: (1) amend its certificate of incorporation and by-
laws; (2) make additional amendments to restrict the acquisition of its common
stock in a way to protect Banyan's net operating loss carry-forwards, and (3)
engage EFG to provide administrative services to Banyan, which services EFG will
provide at cost. If the Consent is not obtained, repayment of the Banyan Note
will be accelerated and repaid from the cash held in the segregated account. If
the Consent is obtained, the Banyan Note will be amortized over three years and
bear an annual interest rate of 10%.
In connection with the Banyan transaction, Gary D. Engle, President and
Chief Executive Officer of EFG, joined the Board of Directors of Banyan and
James A. Coyne, Senior Vice President of EFG became Banyan's Chief Operating
Officer. The agreement also provides that a majority of the Board of Directors
remain independent of Banyan and EFG. Provided Consent is received by October
31, 1997, Banyan has agreed to declare a $0.20 per share dividend to be paid on
all shares, including those beneficially owned by the Trust.
The Managing Trustee believes that the underlying tangible assets of Banyan,
particularly the Rancho Malibu property, can be sold or developed on a tax free
basis due to Banyan's net operating loss carryforwards and can provide an
attractive economic return to the Trust.
F-9
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Participants of AFG Investment Trust A:
We have audited the accompanying statements of financial position of AFG
Investment Trust A as of December 31, 1996 and 1995, and the related statements
of operations, changes in participants' capital, and cash flows for each of the
three years in the period ended December 31, 1996. These financial statements
are the responsibility of the Trust'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 AFG Investment Trust A at
December 31, 1996 and 1995, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles.
ERNST & YOUNG LLP
Boston, Massachusetts
March 14, 1997
F-10
<PAGE>
AFG INVESTMENT TRUST A
STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
------------- -------------
<S> <C> <C>
ASSETS
Cash and cash equivalents.......................................................... $ 1,832,248 $ 455,262
Rents receivable................................................................... 623,237 642,680
Accounts receivable-affiliate...................................................... 55,849 83,314
Equipment at cost, net of accumulated depreciation of $11,280,817 and $8,310,244 at
December 31, 1996 and 1995, respectively......................................... 11,663,702 15,420,535
Organization costs, net of accumulated amortization of $4,667 and $3,667 at
December 31, 1996 and 1995, respectively......................................... 333 1,333
------------- -------------
Total assets................................................................. $ 14,175,369 $ 16,603,124
------------- -------------
LIABILITIES AND PARTICIPANTS' CAPITAL
Notes payable...................................................................... $ 4,249,311 $ 6,323,893
Accrued interest................................................................... 62,360 83,426
Accrued liabilities................................................................ 23,250 24,135
Accrued liabilities-affiliate...................................................... 38,293 4,744
Deferred rental income............................................................. 18,721 39,853
Cash distributions payable to participants......................................... 165,220 127,092
------------- -------------
Total liabilities............................................................ 4,557,155 6,603,143
------------- -------------
Participants' capital (deficit):
Managing Trustee................................................................. (27,148) (23,330)
Special Beneficiary.............................................................. (231,225) (199,729)
Beneficiary Interests (549,218 Interests; initial purchase price of $25 each).... 9,876,587 10,223,040
------------- -------------
Total participants' capital.................................................. 9,618,214 9,999,981
------------- -------------
Total liabilities and participants' capital.................................. $ 14,175,369 $ 16,603,124
------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-11
<PAGE>
AFG INVESTMENT TRUST A
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Lease revenue........................................................... $ 4,820,860 $ 5,276,233 $ 4,731,141
Interest income......................................................... 85,627 46,053 66,463
Other income............................................................ 71,850 -- --
Gain (loss) on sale of equipment........................................ (153,423) (260,567) 409,572
------------ ------------ ------------
Total income...................................................... 4,824,914 5,061,719 5,207,176
------------ ------------ ------------
Expenses:
Depreciation and amortization........................................... 3,628,279 3,414,318 3,084,402
Write-down of equipment................................................. -- 311,621 --
Interest expense........................................................ 396,793 534,365 531,200
Interest expense-affiliate.............................................. -- -- 991
Equipment management fees-affiliate..................................... 186,001 201,373 175,122
Operating expenses-affiliate............................................ 137,739 111,979 64,908
------------ ------------ ------------
Total expenses.................................................... 4,348,812 4,573,656 3,856,623
------------ ------------ ------------
Net income.............................................................. $ 476,102 $ 488,063 $ 1,350,553
------------ ------------ ------------
Net income per Beneficiary Interest..................................... $ 0.79 $ 0.81 $ 2.23
------------ ------------ ------------
Cash distributions declared per Beneficiary Interest.................... $ 1.42 $ 2.00 $ 2.52
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-12
<PAGE>
AFG INVESTMENT TRUST A
STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
MANAGING SPECIAL BENEFICIARIES
TRUSTEE BENEFICIARY ------------------------
AMOUNT AMOUNT INTERESTS AMOUNT TOTAL
---------- ----------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1993................... $ (14,391) $ (125,986) 549,218 $ 11,034,215 $ 10,893,838
Net income-1994................................ 13,505 111,421 -- 1,225,627 1,350,553
Cash distributions declared.................... (15,251) (125,821) - (1,384,029) (1,525,101)
---------- ----------- --------- ------------- -------------
Balance at December 31, 1994................... (16,137) (140,386) 549,218 10,875,813 10,719,290
Net income-1995................................ 4,881 40,265 -- 442,917 488,063
Cash distributions declared.................... (12,074) (99,608) -- (1,095,690) (1,207,372)
---------- ----------- --------- ------------- -------------
Balance at December 31, 1995................... (23,330) (199,729) 549,218 10,223,040 9,999,981
Net income-1996................................ 4,761 39,278 -- 432,063 476,102
Cash distributions declared.................... (8,579) (70,774) -- (778,516) (857,869)
---------- ----------- --------- ------------- -------------
Balance at December 31, 1996................... $ (27,148) $ (231,225) 549,218 $ 9,876,587 $ 9,618,214
---------- ----------- --------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-13
<PAGE>
AFG INVESTMENT TRUST A
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
Cash flows from (used in) operating activities:
Net income......................................................... $ 476,102 $ 488,063 $ 1,350,553
Adjustments to reconcile net income to net cash from operating
activities:
Depreciation and amortization...................................... 3,628,279 3,414,318 3,084,402
Write-down of equipment............................................ -- 311,621 --
(Gain) loss on sale of equipment................................... 153,423 260,567 (409,572)
Changes in assets and liabilities:
Decrease (increase) in:
Rents receivable................................................. 19,443 (65,740) (202,020)
Accounts receivable-affiliate........................................ 27,465 (40,045) 88,502
Increase (decrease) in:
Accrued interest................................................. (21,066) 11,749 (20,217)
Accrued liabilities.............................................. (885) 8,635 --
Accrued liabilities-affiliate.................................... 33,549 (68,009) 72,753
Deferred rental income........................................... (21,132) (24,743) 20,056
------------- ------------- -------------
Net cash from operating activities............................. 4,295,178 4,296,416 3,984,457
------------- ------------- -------------
Cash flows from (used in) investing activities
Purchase of equipment.............................................. (1,441,796) (3,051,827) (5,978,665)
Proceeds from equipment sales...................................... 1,417,927 1,661,520 988,261
------------- ------------- -------------
Net cash used in investing activities.......................... (23,869) (1,390,307) (4,990,404)
------------- ------------- -------------
Cash flows from (used in) financing activities:
Proceeds from notes payable........................................ 997,888 1,747,173 2,933,632
Proceeds from notes payable-affiliate.............................. -- -- 1,744,327
Principal payments-notes payable................................... (3,072,470) (2,869,876) (2,726,087)
Principal payments-notes payable-affiliate......................... -- -- (1,744,327)
Distributions paid................................................. (819,741) (1,334,615) (1,525,101)
------------- ------------- -------------
Net cash used in financing activities.......................... (2,894,323) (2,457,318) (1,317,556)
------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents................. 1,376,986 448,791 (2,323,503)
Cash and cash equivalents at beginning of year....................... 455,262 6,471 2,329,974
------------- ------------- -------------
Cash and cash equivalents at end of year............................. $ 1,832,248 $ 455,262 $ 6,471
------------- ------------- -------------
Supplemental disclosure of cash flow information:
Cash paid during the year for interest............................. $ 417,859 $ 522,616 $ 551,417
------------- ------------- -------------
</TABLE>
Supplemental schedule of non-cash investing and financing activities:
During 1995, the Trust sold equipment to a third party which assumed
related debt and interest of $96,913 and $625, respectively.
During 1994, the Trust sold equipment to a third party which assumed
related debt of $2,290,023.
The accompanying notes are an integral part of these financial statements.
F-14
<PAGE>
AFG INVESTMENT TRUST A
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 1-ORGANIZATION AND TRUST MATTERS
The Trust was organized as a Delaware business trust in accordance with the
Delaware Business Trust Act on February 26, 1992 for the purpose of acquiring
and leasing to third parties a diversified portfolio of capital equipment.
Participants' capital initially consisted of contributions of $1,000 from the
Managing Trustee, AFG ASIT Corporation, $1,000 from the Special Beneficiary,
Equis Financial Group Limited Partnership (formerly American Finance Group), a
Massachusetts limited partnership ("EFG"), and $100 from the Initial
Beneficiary, AFG Assignor Corporation, a wholly-owned affiliate of EFG. The
Trust issued 549,218 Beneficiary Interests to 645 investors on May 29, 1992. The
Trust's Managing Trustee, AFG ASIT Corporation, a Massachusetts corporation and
an Affiliate of EFG, is responsible for the general management and business
affairs of the Trust. EFG is the sole Special Beneficiary of the Trust and also
acts as Advisor to the Trust. As Advisor, EFG provides services in connection
with the acquisition and remarketing of the Trust's assets. The Managing Trustee
and the Special Beneficiary are not required to make any other capital
contributions except as may be required under the Amended and Restated
Declaration of Trust (the "Trust Agreement").
Significant operations commenced May 29, 1992 when the Trust made its
initial equipment purchase. Pursuant to the Trust Agreement, each distribution
of Distributable Cash From Operations and Distributable Cash From Sales or
Refinancings of the Trust shall be made 90.75% to the Beneficiaries, 8.25% to
the Special Beneficiary and 1% to the Managing Trustee.
Under the terms of the Advisory Agreement between the Trust and EFG,
management services are provided by EFG to the Trust at fees which the Managing
Trustee believes to be competitive for similar services. (Also see Note 4.)
EFG is a Massachusetts limited partnership formerly known as American
Finance Group ("AFG"). AFG was established in 1988 as a Massachusetts general
partnership and succeeded American Finance Group, Inc., a Massachusetts
corporation organized in 1980. EFG and its subsidiaries (collectively, the
"Company") are engaged in various aspects of the equipment leasing business,
including EFG's role as Equipment Manager or Advisor to the Trust and several
other Direct-Participation equipment leasing programs sponsored or co-sponsored
by EFG (the "Other Investment Programs"). The Company arranges to broker or
originate equipment leases, acts as remarketing agent and asset manager, and
provides leasing support services, such as billing, collecting, and asset
tracking.
The general partner of EFG, with a 1% controlling interest, is Equis
Corporation, a Massachusetts corporation owned and controlled entirely by Gary
D. Engle, its President and Chief Executive Officer. Equis Corporation also owns
a controlling 1% general partner interest in EFG's 99% limited partner, GDE
Acquisition Limited Partnership ("GDE LP"). Equis Corporation and GDE LP were
established in December 1994 by Mr. Engle for the sole purpose of acquiring the
business of AFG.
In January 1996, the Company sold certain assets of AFG relating primarily
to the business of originating new leases, and the name "American Finance
Group," and its acronym to a third party (the "Buyer"). AFG changed its name to
Equis Financial Group Limited
F-15
<PAGE>
Partnership after the sale was concluded. Pursuant to terms of the sale
agreements, EFG agreed not to compete with the Buyer's lease origination
business for a period of five years; however, EFG is permitted to originate
certain equipment leases, principally those involving non-investment grade
lessees and ocean-going vessels, which are not in competition with the Buyer.
In addition, the sale agreements specifically reserved to EFG the rights to
continue using the name American Finance Group and its acronym in connection
with the Trust and the Other Investment Programs and to continue managing all
assets owned by the Trust and the Other Investment Programs, including the
right to satisfy all required equipment acquisitions utilizing either brokers
or the Buyer. Geoffrey A. MacDonald, Chairman of Equis Corporation and Gary
D. Engle agreed not to compete with the sold business on terms and conditions
similar to those for the Company.
NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Cash Flows
The Trust considers liquid investment instruments purchased with a maturity
of three months or less to be cash equivalents. From time to time, the Trust
invests excess cash with large institutional banks in reverse repurchase
agreements with overnight maturities. Under the terms of the agreements, title
to the underlying securities passes to the Trust. The securities underlying the
agreements are book entry securities. At December 31, 1996, the Trust had
$1,730,000 invested in reverse repurchase agreements secured by U.S. Treasury
Bills or interests in U.S. Government securities.
Revenue Recognition
Rents are payable to the Trust monthly, quarterly or semi-annually and no
significant amounts are calculated on factors other than the passage of time.
The leases are accounted for as operating leases and are noncancellable. Rents
received prior to their due dates are deferred. In certain instances, the Trust
may enter primary-term, renewal or re-lease agreements which expire beyond the
Trust's anticipated dissolution date. This circumstance is not expected to
prevent the orderly wind-up of the Trust's business activities as the Managing
Trustee and the Advisor would seek to sell the then-remaining equipment assets
either to the lessee or to a third party, taking into consideration the amount
of future non-cancelable rental payments associated with the attendant lease
agreements. Future minimum rents of $6,506,434 are due as follows:
<TABLE>
<S> <C>
For the year ending December 31,
1997............................................................................ $3,984,674
1998............................................................................ 1,643,662
1999............................................................................ 309,665
2000............................................................................ 215,262
2001............................................................................ 175,766
Thereafter...................................................................... 177,405
---------
Total........................................................................... $6,506,434
---------
</TABLE>
F-16
<PAGE>
Revenue from major individual lessees which accounted for 10% or more of
lease revenue during the years ended December 31, 1996, 1995 and 1994 is as
follows:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Comair, Incorporated......................................................... $ 645,627 $ 645,627 $ 645,627
Gearbulk Shipowning Ltd. (Formerly Kristian Gerhard Jebsen Skipsrederi
A/S)....................................................................... $ 530,881 $ 528,515 $ 529,984
National Steel Corporation................................................... -- -- $ 506,482
</TABLE>
During March 1996, the Trust acquired an 8.86% proportionate ownership
interest in an MD-87 jet aircraft leased by Reno Air, Inc. (the "Reno
Aircraft")-See Note 3 herein. The Trust will receive approximately $159,000 of
rental revenue in each of the years in the period ending December 31, 2002.
Rents from the Reno Aircraft, as provided for in the lease agreement, are
adjusted monthly for changes of the London Inter-Bank Offered Rate ("LIBOR").
Future rents from the Reno Aircraft included above reflect the most recent LIBOR
effected rental payment.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Equipment on Lease
All equipment was acquired from EFG, one of its Affiliates or from
third-party sellers. Equipment cost represents Asset Base Price plus acquisition
fees and was determined in accordance with the Trust Agreement and certain
regulatory guidelines. Asset Base Price is affected by the relationship of the
seller to the Trust as summarized herein. Where the seller of the equipment was
EFG or an Affiliate, Asset Base Price was the lower of (i) the actual price paid
for the equipment by EFG or the Affiliate plus all actual costs accrued by EFG
or the Affiliate while carrying the equipment less the amount of all primary
term rents earned by EFG or the Affiliate prior to selling the equipment or (ii)
fair market value as determined by the Managing Trustee in its best judgment,
including all liens and encumbrances on the equipment and other actual expenses.
Where the seller of the equipment was a third party who did not manufacture the
equipment, Asset Base Price was the lower of (i) the price invoiced by the third
party or (ii) fair market value as determined by the Managing Trustee. Where the
seller of the equipment was a third party who also manufactured the equipment,
Asset Base Price was the manufacturer's invoice price, net of any manufacturer
rebates or incentives, which price was considered to be representative of fair
market value.
Depreciation and Amortization
The Trust's depreciation policy is intended to allocate the cost of
equipment over the period during which it produces economic benefit. The
principal period of economic benefit is considered to correspond to each asset's
primary lease term, which term generally represents the period of greatest
revenue potential for each asset. Accordingly, to the extent that an asset is
held on primary lease term, the Trust depreciates the difference between (i) the
cost of the asset and (ii) the estimated residual value of the asset on a
F-17
<PAGE>
straight-line basis over such term. For purposes of this policy, estimated
residual values represent estimates of equipment values at the date of primary
lease expiration. To the extent that an asset is held beyond its primary lease
term, the Trust continues to depreciate the remaining net book value of the
asset on a straight-line basis over the asset's remaining economic life.
Periodically, the Managing Trustee evaluates the net carrying value of equipment
to determine whether it exceeds estimated net realizable value. For purposes of
this comparison, "net carrying value" represents, at a given date, the net book
value (equipment cost less accumulated depreciation for financial reporting
purposes) of the Trust's equipment and "net realizable value" represents, at the
same date, the aggregate undiscounted cash flows resulting from future
contracted lease payments plus the estimated residual value of the Trust's
equipment. The Managing Trustee evaluates significant equipment assets, such as
aircraft and vessels, individually. All other assets are evaluated collectively
by equipment type unless the Managing Trustee learns of specific circumstances,
such as a lessee default, technological obsolescence, or other market
developments, which could affect the net realizable value of particular assets.
In accordance with FAS No. 121, adjustments to reduce the net carrying value of
equipment to estimated fair market value are recorded in those instances where
estimated net realizable value is considered to be less than net carrying value.
Such adjustments are reflected separately on the accompanying Statement of
Operations as Write-Down of Equipment.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including EFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. EFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Trust and which will maximize
total cash returns for each asset.
Organization costs are amortized using the straight-line method over a
period of five years.
Accrued Liabilities-Affiliate
Unpaid fees and operating expenses paid by EFG on behalf of the Trust and
accrued but unpaid administrative charges are reported as Accrued
Liabilities-Affiliate. (See Note 4.)
Allocation of Profits and Losses
For financial statement purposes, net income or loss is allocated to each
Participant according to their respective ownership percentages (90.75% to the
Beneficiaries, 8.25% to the Special Beneficiary and 1% to the Managing Trustee).
See Note 6 concerning allocation of income or loss for income tax purposes.
Net Income and Cash Distributions Per Beneficiary Interest
Net income and cash distributions per Beneficiary Interest are based on
549,218 Beneficiary Interests outstanding during each of the three years in the
period ended December 31, 1996 and computed after allocation of the Managing
Trustee's and Special Beneficiary's shares of net income and cash distributions.
Provision for Income Taxes
No provision or benefit from income taxes is included in the accompanying
financial statements. The Participants are responsible for reporting their
proportionate shares of the Trust's taxable income or loss and other tax
attributes on their tax returns.
F-18
<PAGE>
Impact of Recently Issued Accounting Standards
In March 1995, the Financial Accounting Standards Board issued Statement No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amounts. Statement 121 also addresses the
accounting for long-lived assets that are expected to be disposed of. The Trust
adopted Statement 121 in the first quarter of 1996. The adoption of Statement
121 did not have a material effect on the financial statements of the Trust.
NOTE 3-EQUIPMENT
The following is a summary of equipment owned by the Trust at December 31,
1996. Remaining Lease Term (Months), as used below, represents the number of
months remaining from December 31, 1996 under contracted lease terms and is
presented as a range when more than one lease agreement is contained in the
stated equipment category. In the opinion of EFG, the acquisition cost of the
equipment did not exceed its fair market value.
<TABLE>
<CAPTION>
REMAINING
LEASE
TERM EQUIPMENT
EQUIPMENT TYPE (MONTHS) AT COST LOCATION
- ------------------------------------------ ----------- -------------- ------------------------------------------
<S> <C> <C> <C>
Aircraft.................................. 12-74 $ 6,814,662 IL/OH/WA
Materials handling........................ 1-46 3,723,929 AR/CA/GA/IL/KS/MI/MO/NY/OH/PA/SC/TX/VA/WV
Retail store fixtures..................... 3-27 2,992,236 FL/GA/OK/TX
Vessels................................... 14 2,399,580 NY/Foreign
Computers and peripherals................. 1-21 2,226,777 AK/AL/AZ/HI/IL/IN/KS/KY/LA/MI/
MN/NM/NY/OH/PA/VA/TX/WI
Construction and mining................... 1-73 1,945,484 IL/MI/MN/PA
Communications............................ 24 1,802,423 AL/AR/AZ/CA/CO/FL/GA/IA/ID/
IL/IN/KS/KY/LA/MD/MI/MN/MO/MT/NC
Research and test......................... 9 459,282 MI
Manufacturing............................. 18 442,590 NJ
Energy systems............................ 12 108,975 IL
Photocopying.............................. 1-10 28,581 GA/IL
--------------
Total equipment cost.............................. 22,944,519
Accumulated depreciation.......................... (11,280,817)
--------------
Equipment, net of accumulated depreciation........ $11,663,702
--------------
</TABLE>
On September 29, 1995, the Trust entered into an agreement with United Air
Lines, Inc. ("United") to transfer the Trust's proportionate ownership interest
in a Boeing 747-SP aircraft (the "United Aircraft"), to United for cash
consideration of $1,609,894, including unpaid rents through the date of sale,
which event concluded in February 1996. In March 1996, the Trust acquired an
8.86% ownership interest in a replacement aircraft (the
F-19
<PAGE>
"Reno Aircraft"), pursuant to the reinvestment provisions of the Trust's
prospectus, at a cost of $1,239,741. To acquire its interest in the Reno
Aircraft, the Trust obtained leveraging of $997,888 from a third-party lender
and utilized cash proceeds of $241,853 from the sale of the United Aircraft.
In certain cases, the cost of the Trust's equipment represents a
proportionate ownership interest. The remaining interests are owned by EFG or an
affiliated equipment leasing program sponsored by EFG. The Trust and each
affiliate individually report, in proportion to their respective ownership
interests, their respective shares of assets, liabilities, revenues, and
expenses associated with the equipment. Proportionate equipment ownership
enables the Trust to further diversify its equipment portfolio by participating
in the ownership of selected assets, thereby reducing the general levels of risk
which could result from a concentration in any single equipment type, industry
or lessee. At December 31, 1996, the Trust's equipment portfolio included
equipment having a proportionate original cost of $8,721,813, representing
approximately 38% of total equipment cost.
Certain of the equipment and related lease payment streams were used to
secure term loans with third-party lenders. The preceding summary of equipment
includes leveraged equipment having an original cost of approximately
$16,268,000 and a net book value of approximately $8,878,000 at December 31,
1996. (See Note 5.)
Generally, the costs associated with maintaining, insuring and operating the
Trust's equipment are incurred by the respective lessees pursuant to terms
specified in their individual lease agreements with the Trust.
As equipment is sold to third parties, or otherwise disposed of, the Trust
will recognize a gain or loss equal to the difference between the net book value
of the equipment at the time of sale or disposition and the proceeds realized
upon sale or disposition. The ultimate realization of estimated residual value
in the equipment will be dependent upon, among other things, EFG's ability to
maximize proceeds from selling or re-leasing the equipment upon the expiration
of the primary lease terms. At December 31, 1996, the Trust held equipment for
sale or re-lease with an original cost and net book value of approximately
$22,000 and $6,000, respectively. The Managing Trustee is actively seeking the
sale or re-lease of this equipment.
NOTE 4-RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Trust are paid by EFG on behalf of
the Trust and EFG is reimbursed at its actual cost for such expenditures. Fees
and other costs incurred during the years ended December 31, 1996, 1995 and 1994
which were paid or accrued by the Trust to EFG or its Affiliates, are as
follows:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Equipment acquisition fees................................................... $ 36,673 $ 47,131 $ 104,825
Equipment management fees.................................................... 186,001 201,373 175,122
Administrative charges....................................................... 40,533 21,000 12,000
Reimbursable operating expenses due to third parties......................... 97,206 90,979 52,908
Interest on notes payable-affiliate.......................................... -- -- 991
---------- ---------- ----------
Total........................................................................ $ 360,413 $ 360,483 $ 345,846
---------- ---------- ----------
</TABLE>
F-20
<PAGE>
As provided under the terms of the Trust Agreement, EFG is compensated for
its services to the Trust. Such services include all aspects of acquisition,
management and sale of equipment. For acquisition services, EFG is compensated
by an amount equal to .28% of Equipment Base Price paid by the Trust. For
acquisition services resulting from Reinvestment, EFG is compensated by an
amount equal to 3% of Equipment Base Price paid by the Trust. For management
services, EFG is compensated by an amount equal to the lesser of (i) 5% of gross
operating lease rental revenue and 2% of gross full payout lease rental revenue
received by the Trust or (ii) fees which the Managing Trustee reasonably
believes to be competitive for similar services for similar equipment. Both of
these fees are subject to certain limitations defined in the Trust Agreement.
Compensation to EFG for services connected to the remarketing of equipment is
calculated as the lesser of (i) 3% of gross sale proceeds or (ii) one-half of
reasonable brokerage fees otherwise payable under arm's length circumstances.
Payment of the remarketing fee is subordinated to Payout and is subject to
certain limitations defined in the Trust Agreement.
Administrative charges represent amounts owed to EFG, pursuant to Section
10.4(c) the Trust Agreement, for persons employed by EFG who are engaged in
providing administrative services to the Trust. Reimbursable operating expenses
due to third parties represent costs paid by EFG on behalf of the Trust which
are reimbursed to EFG.
All equipment was purchased from EFG, one of its Affiliates or from
third-party sellers. The Trust's Purchase Price is determined by the method
described in Note 2, Equipment on Lease.
All rents and proceeds from the sale of equipment are paid directly to
either EFG or to a lender. EFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Trust. At
December 31, 1996, the Trust was owed $55,849 by EFG for such funds and the
interest thereon. These funds were remitted to the Trust in January 1997.
NOTE 5-NOTES PAYABLE
Notes payable at December 31, 1996 consisted of installment notes of
$4,249,311 payable to banks and institutional lenders. The notes bear interest
rates ranging between 5.7% and 9.17%, except for one note which bears a
fluctuating interest rate based on LIBOR plus a margin (5.5% at December 31,
1996). All of the installment notes are non-recourse and are collateralized by
the equipment and assignment of the related lease payments. Generally, the
installment notes will be fully amortized by noncancellable rents. However, the
Trust has a balloon payment obligation of $282,421 at the expiration of the
primary lease term related to the Reno Aircraft. The carrying amount of notes
payable approximates fair value at December 31, 1996.
The annual maturities of the notes payable are as follows:
<TABLE>
<S> <C>
For the year ending December 31,
1997............................................................................ $2,362,745
1998............................................................................ 1,083,581
1999............................................................................ 171,548
2000............................................................................ 118,459
2001............................................................................ 128,106
Thereafter...................................................................... 384,872
---------
Total........................................................................... $4,249,311
---------
</TABLE>
F-21
<PAGE>
The weighted average interest rate on short-term borrowings from EFG for the
purchase of equipment was 9.25% during the year ended December 31, 1994.
NOTE 6-INCOME TAXES
The Trust is not a taxable entity for federal income tax purposes.
Accordingly, no provision for income taxes has been recorded in the accounts of
the Trust.
For financial statement purposes, the Trust allocates net income or loss to
each class of participant according to their respective ownership percentages
(90.75% to the Beneficiaries, 8.25% to the Special Beneficiary and 1% to the
Managing Trustee). This convention differs from the income or loss allocation
requirements for income tax and Dissolution Event purposes as delineated in the
Trust Agreement. Pursuant to the Trust Agreement, for income tax purposes, the
Trust allocates net income, to the extent available, pro-rata to any Participant
with a negative capital account balance so as to eliminate any such balance. In
accordance with the Trust Agreement, upon dissolution of the Trust, the Managing
Trustee will be required to contribute to the Trust an amount equal to any
negative balance which may exist in the Managing Trustee's tax capital account.
At December 31, 1996, the Managing Trustee had a positive tax capital account
balance.
The following is a reconciliation between net income reported for financial
statement and federal income tax reporting purposes for the years ended December
31, 1996, 1995 and 1994:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ------------
<S> <C> <C> <C>
Net income................................................................. $ 476,102 $ 488,063 $ 1,350,553
Financial statement depreciation in excess of (less than) tax
depreciation........................................................... 68,453 (523,542) (1,636,691)
Tax gain in excess of book gain (loss)................................... 446,154 443,827 796,434
Prepaid rental income.................................................... (21,132) (24,743) 20,056
Other.................................................................... 15,399 4,135 --
---------- ---------- ------------
Net income for federal income tax reporting purposes....................... $ 984,976 $ 387,740 $ 530,352
---------- ---------- ------------
</TABLE>
The following is a reconciliation between participants' capital reported for
financial statement and federal income tax reporting purposes for the years
ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Participants' capital................................................................. $ 9,618,214 $ 9,999,981
Add back selling commissions and organization and offering costs.................... 1,299,393 1,299,393
Financial statement distributions in excess of tax distributions.................... 15,283 11,756
Cumulative difference between federal income tax and financial statement income..... (4,783,320) (5,292,194)
------------ ------------
Participants' capital for federal income tax reporting purposes....................... $ 6,149,570 $ 6,018,936
------------ ------------
</TABLE>
F-22
<PAGE>
Financial statement distributions in excess of tax distributions and
cumulative difference between federal income tax and financial statement income
represent timing differences.
NOTE 7-LEGAL PROCEEDINGS
On July 27, 1995, EFG, on behalf of the Trust and other EFG-sponsored
investment programs, filed an action in the Commonwealth of Massachusetts
Superior Court Department of the Trial Court in and for the County of Suffolk,
for damages and declaratory relief against a lessee of the Trust, National Steel
Corporation ("National Steel"), under a certain Master Lease Agreement ("MLA")
for the lease of certain equipment. EFG is seeking the reimbursement by National
Steel of certain sales and/or use taxes paid to the State of Illinois and other
remedies provided by the MLA. On August 30, 1995, National Steel filed a Notice
of Removal which removed the case to the United States District Court, District
of Massachusetts. On September 7, 1995, National Steel filed its Answer to EFG's
Complaint along with Affirmative Defenses and Counterclaims, seeking declaratory
relief and alleging breach of contract, implied covenant of good faith and fair
dealing and specific performance. EFG filed its Answer to these counterclaims on
September 29, 1995. Though the parties have been discussing settlement with
respect to this matter for some time, to date, the negotiations have been
unsuccessful. Notwithstanding these discussions, EFG recently filed an Amended
and Supplemental Complaint alleging further default under the MLA and the matter
remains pending before the Court. The Trust has not experienced any material
losses as a result of this action.
NOTE 8-SOLICITATION STATEMENT
On October 26, 1996, the Managing Trustee, on behalf of the Trust, filed a
Solicitation Statement with the Securities and Exchange Commission which was
subsequently sent to the Beneficiaries pursuant to Regulation 14A of Section 14
of the Securities Exchange Act. The Solicitation Statement sought to solicit the
consent of the Beneficiaries to a proposed amendment ("the Amendment") to the
Trust Agreement.
The Amendment would (i) amend the provisions of the Trust Agreement
governing the redemption of Interests to permit the Trust to offer to redeem
outstanding interests at such times, in such amounts, in such manner and at such
prices as the Managing Trustee may determine from time to time, in accordance
with applicable law; and (ii) add a provision to the Trust Agreement that would
permit the Trust to issue, at the discretion of the Managing Trustee and without
further consent or approval of the Beneficiaries, an additional class of
security with such designations, preferences and relative, participating,
optional or other special rights, powers and duties as the Managing Trustee may
fix. Such a security, if it were to be offered and sold, would provide the Trust
with the funds to (a) implement more expansive Interest redemption opportunities
for Beneficiaries without using Trust funds which may otherwise be available for
current cash distributions; and (b) make a special one-time distribution to the
Beneficiaries.
Pursuant to the Trust Agreement, the adoption of the Amendment required the
consent of the Beneficiaries holding more than fifty percent in the aggregate of
the Interests held by all Beneficiaries. A majority of Beneficiary Interests,
representing 286,868 or 52.2% of all Beneficiary Interests, voted in favor of
the Amendment; 49,019 or 8.9% of all Beneficiary Interests voted against the
Amendment; and 16,104 or 2.9% of all Beneficiary Interests abstained.
Approximately 64% of all Beneficiary Interests participated in the vote.
Accordingly, the Amendment was adopted.
F-23
<PAGE>
NOTE 9-SUBSEQUENT EVENT
On February 12, 1997, the Trust filed a Registration Statement on Form
S-1 with the United States Securities and Exchange Commission which covers,
among other things, the creation and sale of a new class of beneficiary
interest in the Trust (the "Class B Interests"). A portion of the proceeds
from the offering of the Class B Interests would be used to make a one-time
special cash distribution to existing Beneficiaries (the "Class A
Beneficiaries") of the Trust and to enable the Trust to redeem a portion of
the existing Beneficiary Interests (the "Class A Interests"). The
characteristics of the Class B Interests, associated risk factors, and other
matters of importance to the Beneficiaries and prospective purchasers of the
Class B Interests are contained in the Registration Statement. Presently, the
Registration Statement is undergoing regulatory review and has not been
declared effective.
F-24
<PAGE>
We agree to the inclusion in this tender offer of our report dated March 14,
1997, with respect to the 1996 financial statements of AFG Investment Trust A.
ERNST & YOUNG LLP
August 7, 1997
F-25
<PAGE>
AFG INVESTMENT TRUST A
AFG INVESTMENT TRUST B
AFG INVESTMENT TRUST C
AFG INVESTMENT TRUST D
LETTER OF TRANSMITTAL
THE OFFERS, WITHDRAWAL RIGHTS AND PRORATION PERIODS WILL EXPIRE AT 5:00
P.M., EASTERN TIME, ON SEPTEMBER 12, 1997 UNLESS EXTENDED (such date, as it may
be extended, the "Expiration Date").
To Depositary:
TRUST COMPANY OF AMERICA
By First Class Mail, Overnight Courier or Hand:
c/o Trust Company of America
7103 South Revere Parkway
Englewood, CO 80112
Attn: AFG Investment Trust
By Facsimile:
(800) 387-7365
Confirm Facsimile by Telephone:
(800) 387-7391
To participate in the Offers, a duly executed copy of this Letter of
Transmittal (or facsimile hereof) must be received by the Depositary on or prior
to the Expiration Date. Delivery of this Letter of Transmittal or any other
required documents to an address or facsimile number other than as set forth
above does not constitute valid delivery. The method of delivery of all
documents is at the election and risk of the tendering Class A Beneficiary.
ALTHOUGH A PRE-ADDRESSED POSTAGE-PAID ENVELOPE TO THE DEPOSITARY HAS BEEN
PROVIDED FOR THE CONVENIENCE OF TENDERING CLASS A BENEFICIARIES, THE METHOD OF
DELIVERY OF THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND SOLE RISK OF THE TENDERING CLASS A BENEFICIARY, AND DELIVERY WILL
BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL, WITH RETURN RECEIPT REQUESTED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
This Letter of Transmittal is to be completed by Class A Beneficiaries of
record as of August 1, 1997, of AFG Investment Trusts A, B, C and D, each a
Delaware business trust (the "Trusts"), pursuant to the procedures set forth in
the respective Offer to Purchase (as defined below) of each Trust.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Gentlemen:
Upon the terms and subject to the conditions set forth in the applicable
Offer to Purchase dated August 7, 1997 (with respect to each Trust, the "Offer
to Purchase"), and this Letter of Transmittal (which together constitute the
"Offer" with respect to each Trust and collectively constitute the "Offers"),
the undersigned hereby tenders to the appropriate Trust(s) the
following-described Class A Interests at the respective prices per Class A
Interest, net to the seller in cash, set forth in the applicable Offer to
Purchase. Receipt of the Offer to Purchase of each Trust with respect to which
the undersigned is tendering Class A Interests is hereby acknowledged.
NUMBER OF CLASS A INTERESTS TENDERED
<TABLE>
<S> <C>
Name(s) and Address(es) of Registered Number of Class A Interests Tendered(1)
Holder(s) (Please fill in, if blank) (i) All / /
(Please check box if all
Class A Interests tendered)
OR
(ii) Number Tendered:
Trust A:
Trust B:
Trust C:
Trust D:
</TABLE>
<PAGE>
- ------------------------
(1) In order for the tender to be valid, a Class A Beneficiary must tender with
respect to any Trust either (i) all Class A Interests owned by such Class A
Beneficiary in such Trust OR (ii) a portion of the Class A Interests owned
by such Class A Beneficiary in such Trust but not fewer than 200 Class A
Interests (80 Class A Interests for IRAs or other Qualified Plans) (the
"Minimum Investment Amount"). If a Class A Beneficiary does not indicate the
number of Class A Interests tendered, the Trusts will assume that such Class
A Beneficiary has tendered all Class A Interests owned of record by him. If
a Class A Beneficiary who tenders only a portion of his Class A Interests
indicates a number of Class A Interests tendered that is less than the
Minimum Investment Amount, the applicable Trust will assume that such Class
A Beneficiary has tendered the Minimum Investment Amount.
Subject to and effective upon acceptance for payment of any of the Class A
Interests tendered hereby, the undersigned hereby sells, assigns and transfers
to, or upon the order of, each applicable Trust all right, title and interest in
and to such Class A Interests tendered hereby. The undersigned hereby
irrevocably (i) constitutes and appoints each applicable Trust as the true and
lawful agent and attorney-in-fact of the undersigned with respect to such Class
A Interests, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to the full extent
of such Class A Beneficiary's rights with respect to the Class A Interests
tendered by such Class A Beneficiary and accepted for payment by such Trust and
(ii) assigns to each applicable Trust all future distributions from such Trust
with respect to such Class A Interests (excluding the Special Distribution as
defined in the Offer) for periods ending after August 1, 1997, to the extent
such distributions are not paid to the undersigned (the undersigned recognizes
that future distributions with respect to such Class A Interests for periods
ending after August 1, 1997, that are paid to the undersigned will automatically
reduce the purchase price for such Class A Interests by a like amount), all in
accordance with the terms of the Offers. Upon the purchase of Class A Interests
pursuant to the Offers, all prior proxies, assignments and consents given by the
undersigned with respect to such Class A Interests will be revoked and no
subsequent proxies, assignments or consents may be given (and if given will not
be deemed effective).
The undersigned recognizes that, with respect to each Trust, if more than
the maximum number of Class A Interests that such Trust is offering to redeem
are validly tendered prior to or on the Expiration Date and not properly
withdrawn, such Trust will, upon the terms of the applicable Offer, accept for
payment from among those Class A Interests tendered prior to or on the
Expiration Date such maximum number of Class A Interests on a pro rata basis,
with adjustments to avoid purchases of certain fractional Class A Interests,
based upon the number of Class A Interests validly tendered prior to the
Expiration Date and not withdrawn. The undersigned further recognizes that if no
more than such maximum number of Class A Interests are validly tendered prior to
the Expiration Date and not withdrawn, such Trust will, upon the terms of the
applicable Offer, accept for payment all such Class A Interests.
ALLOCATION OF PURCHASE PRICE. The undersigned understands and agrees that
the purchase price to be paid by each applicable Trust for the Class A Interests
tendered hereby will be allocated for federal income tax purposes as follows:
first, to Trust cash, second, to Trust assets and, finally, to goodwill and
going concern value.
The undersigned hereby represents and warrants that the undersigned owns the
Class A Interests tendered hereby within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and has full power and authority to
validly tender, sell, assign and transfer the Class A Interests tendered hereby,
and that when any such Class A Interests are accepted for payment by the
applicable Trust, such Trust will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof, and such Class A Interests will not be subject to any adverse
claim. Upon request, the undersigned will execute and deliver any additional
documents deemed by the applicable Trust to be necessary or desirable to
complete the assignment, transfer and purchase of Class A Interests tendered
hereby.
The undersigned understands that a tender of Class A Interests to the
Trust(s) will constitute a binding agreement between the undersigned and the
applicable Trust(s) upon the terms and subject to the conditions of the
applicable Offer. The undersigned recognizes that in certain circumstances set
forth in the Offers to Purchase, the Trusts may not be required to accept for
payment any of the Class A Interests tendered hereby. In such event, the
undersigned understands that any Letter of Transmittal for Class A Interests not
accepted for payment will be destroyed by the Depositary. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and any obligations of the undersigned shall be binding upon the
heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
THERE ARE NO CERTIFICATES TO BE INCLUDED
WITH THIS LETTER OF TRANSMITTAL
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGES, PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY
The Class A Beneficiary hereby tenders Class A Interests pursuant to the
terms of the Offers. The Class A Beneficiary hereby certifies, under penalties
of perjury, that the information and representations provided herein, including
in Box A of this Letter of Transmittal, which has been duly completed by the
Class A Beneficiary, are true, complete and correct as of the date hereof.
SIGNATURE BOX (ALL OWNERS)
(Attach additional sheets, if necessary)
(See Instruction 1)
Please sign exactly as your name(s) appear(s) above on this Letter of
Transmittal. For joint owners, each joint owner must sign. General partners,
corporate officers or other persons acting in a fiduciary or representative
capacity, please complete this box and see Instruction 1.
X ____________________________________
(Signature of owner)
X ____________________________________
(Signature of joint owner)
Fiduciary: X ____________________________________
Print Name and Title (Fiduciaries only): ____________________________________
Address (Fiduciaries only): ________________________________________________
________________________________________________________________________
Date:_____________________________________________
Tel.: (Day) (__) ____________________________________
Tel.: (Eve) (__) ____________________________________
3
<PAGE>
BOX A
SUBSTITUTE FORM W-9
Department of the Treasury
Internal Revenue Service
(See Instruction 3)
The Class A Beneficiary submitting this Letter of Transmittal hereby certifies
the following under penalties of perjury:
Social Security Number or Employer Identification Number:
__________________________
(1) THE TAXPAYER IDENTIFICATION NUMBER ("TIN") SHOWN ABOVE IS THE CORRECT TIN OF
THE CLASS A BENEFICIARY WHO IS SUBMITTING THIS LETTER OF TRANSMITTAL; OR IF NO
TIN IS PROVIDED ABOVE AND THIS BOX / / IS CHECKED, THE CLASS A BENEFICIARY HAS
APPLIED FOR A TIN. If the Class A Beneficiary has applied for a TIN, a TIN has
not been issued to the Class A Beneficiary, and either (a) the Class A
Beneficiary has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
Class A Beneficiary intends to mail or deliver an application in the near
future. The Class A Beneficiary understands that if such Class A Beneficiary
does not provide a TIN to the appropriate Trust within sixty (60) days, 31% of
all reportable payments made to the Class A Beneficiary thereafter will be
withheld until a TIN is provided to the Trust; and
(2) UNLESS THIS BOX / / IS CHECKED, SUCH CLASS A BENEFICIARY IS NOT SUBJECT TO
BACKUP WITHHOLDING EITHER BECAUSE SUCH CLASS A BENEFICIARY HAS NOT BEEN NOTIFIED
BY THE IRS THAT SUCH CLASS A BENEFICIARY IS SUBJECT TO BACKUP WITHHOLDING AS A
RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR BECAUSE THE IRS HAS
NOTIFIED SUCH CLASS A BENEFICIARY THAT SUCH CLASS A BENEFICIARY IS NO LONGER
SUBJECT TO BACKUP WITHHOLDING.
(NOTE: YOU MUST PLACE AN "X" IN THE BOX IN (2) ABOVE IF YOU HAVE BEEN NOTIFIED
BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE YOU HAVE
FAILED TO REPORT ALL INTEREST AND DIVIDENDS ON YOUR TAX RETURN.)
Tendering Class A Beneficiaries who are "Foreign Persons," i.e., who are not
U.S. citizens or resident alien individuals, domestic corporations, domestic
partnerships, domestic trusts or domestic estates, must make a certification to
qualify as exempt from 31% backup withholding. If you are a Foreign Person,
please contact the Information Agent to obtain a copy of the certification.
4
<PAGE>
BOX B
NOTARIZATION OF SIGNATURE
(If required. See Instruction 1)
STATE OF _________________________________)
)
COUNTY OF _______________________________)
On this day of , 1997, before me came personally
to me known to be the person who executed the foregoing Letter of Transmittal.
--------------------------------------------------------------------------
Notary Public
OR
GUARANTEE OF SIGNATURE
(If required. See Instruction 1)
Name of Firm: _______________________________________________________
5
<PAGE>
AFG Investment Trust
LETTER OF TRANSMITTAL INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. TENDER, SIGNATURE REQUIREMENTS; DELIVERY. After carefully reading and duly
completing this Letter of Transmittal, to tender Class A Interests a Class A
Beneficiary must sign in the signature block on the front of this Letter of
Transmittal. If this Letter of Transmittal is signed by the registered Class A
Beneficiary(ies) of the Class A Interests as printed on the front of this Letter
of Transmittal without any change whatsoever, no notarization or signature
guarantee on this Letter of Transmittal is required. Similarly, if Class A
Interests are tendered for the account of a member firm of a registered national
security exchange, a member firm of the National Association of Securities
Dealers, Inc., or a commercial bank, savings bank, credit union, savings and
loan association or trust company having an office, branch or agency in the
United States (each, an "Eligible Institution"), no notarization or signature
guarantee is required on this Letter of Transmittal. In all other cases,
signatures on this Letter of Transmittal must either be notarized or guaranteed
by an Eligible Institution, by completing the Notarization or Guarantee of
Signature set forth in BOX B of this Letter of Transmittal. If any tendered
Class A Interests are registered in the names of two or more joint holders, all
such holders must sign this Letter of Transmittal. If this Letter of Transmittal
is signed by trustees, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory to the Trust of their authority to so act. For Class A Interests to
be validly tendered, a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), together with any required notarizations or
signature guarantees in BOX B and any other documents required by this Letter of
Transmittal must be received by the Depositary prior to or on the Expiration
Date at its address or to its facsimile number set forth herein. No alternative,
conditional or contingent tenders will be accepted. All tendering Class A
Beneficiaries by execution of this Letter of Transmittal waive any right to
receive any notice of the acceptance of their tender.
2. TRANSFER TAXES. Each Trust will pay or cause to be paid all transfer taxes,
if any, payable on the transfer to it of Class A Interests pursuant to the
Offer.
3. SUBSTITUTE FORM W-9. In order to avoid 31% federal income tax backup
withholding on the payment of the purchase price for Class A Interests
purchased, the tendering Class A Beneficiary must provide to the Trust(s) the
Class A Beneficiary's correct Taxpayer Identification Number ("TIN") and
certify, under penalties of perjury, that such Class A Beneficiary is not
subject to such backup withholding by completing the Substitute Form W-9 set
forth in BOX A of this Letter of Transmittal. If a correct TIN is not provided,
penalties may be imposed by the Internal Revenue Service ("IRS") in addition to
the Class A Beneficiary being subject to backup withholding. Certain Class A
Beneficiaries (including, among others, all corporations) are not subject to
backup withholding. Backup withholding is not an additional tax. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
6
<PAGE>
The TIN that must be provided on the Substitute Form W-9 is that of the
registered Class A Beneficiary(ies) indicated on the front of this Letter of
Transmittal. If the tendering Class A Beneficiary has applied for but has not
been issued a TIN or intends to apply for a TIN in the near future and the
appropriate Trust is not provided with the Class A Beneficiary's TIN within 60
days, the Trust will withhold 31% of all subsequent payments, if any, of the
purchase price for the Class A Interests until such TIN is provided to the
Trust.
Tendering Class A Beneficiaries who are "Foreign Persons," i.e., who are not
U.S. citizens or resident alien individuals, domestic corporations, domestic
partnerships, domestic trusts or domestic estates, must make a certification to
qualify as exempt from 31% backup withholding. If you are a Foreign Person,
please contact the Information Agent to obtain a copy of the certification.
4. ADDITIONAL COPIES OF OFFER TO PURCHASE AND LETTER OF TRANSMITTAL. Requests
for assistance or additional copies of the Offer to Purchase and this Letter of
Transmittal may be obtained from the Information Agent at the address or
telephone number set forth below:
The Information Agent is:
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, NJ 07072-2586
(800) 631-0988
IMPORTANT: IN ORDER TO PARTICIPATE IN THE OFFER, THIS LETTER OF
TRANSMITTAL (OR FACSIMILE HEREOF) MUST BE RECEIVED BY THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
7
<PAGE>
AFG INVESTMENT TRUST A
88 Broad Street
Boston, MA 02110
Dear Investor:
AFG Investment Trust A (the "Trust") is offering to purchase from its Class A
Beneficiaries up to 247,148 Class A Beneficiary Interests ("Class A
Interests"), which represents 45% of the outstanding Class A Interests, at a
purchase price of $9.75 per Class A Interest.
On July 18, 1997, the Trust completed its offering of Class B Subordinated
Interests. As previously communicated to you, the purpose of the Class B
offering was to provide funds to the Trust to make a special distribution to
the Class A Beneficiaries and purchase Class A Interests. The special
distribution will be paid prior to August 25,1997 in the amount of $1.47 per
Class A Interest. When combined with other monthly distributions previously
made since inception of the Trust (through August 1, 1997), the average
cumulative distributions per Class A Interest will be $12.35. If you choose
to sell your Class A Interests pursuant to this offer, the purchase price
combined with the average cumulative distributions will have provided
investors a total amount of $22.10 per Class A Interest. The original
purchase price per Class A Interest was $25.00. Whether or not you sell your
Class A Interests, you will retain the special distribution.
The Managing Trustee set the purchase price at an amount which, when combined
with the special distribution, is in excess of the prices that Class A
Interests have been selling for in the secondary market and also at a price
which it believes will enable the Trust to make distributions to the
non-tendering Class A Beneficiaries in an amount greater than the Trust would
otherwise be able to make.
The offer will provide you the opportunity to sell your Class A Interests
without incurring brokerage commissions and other transfer fees normally
associated with the sale of Class A Interests. The offer is explained in
detail in the Offer to Purchase and related Letter of Transmittal. If you
wish to tender your Class A Interests, deliver (using the enclosed
pre-addressed, postage paid envelope) or telecopy a duly completed copy of
the enclosed Letter of Transmittal to the Depository, Trust Company of
America. We encourage you to review these materials with your financial and
tax advisor.
Neither the Trust nor the Managing Trustee makes any recommendation to any
Class A Beneficiary whether to tender Class A Interests.
If you have questions regarding the offer or need assistance in tendering
your Class A Interests, please call the Information Agent, Corporate Investor
Communications, Inc. toll free at (800) 631-0988.
AFG INVESTMENT TRUST A
