SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
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the Commission
Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PLM Equipment Growth & Income Fund VII
(Name of Registrant as Specified in its Charter)
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statement number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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SOLICITATION STATEMENT
PLM FINANCIAL SERVICES, INC.
This solicitation statement is being provided to the limited partners
of PLM Equipment Growth & Income Fund VII (referred to as either "Fund VII" or
the "Partnership") by PLM Financial Services, Inc. which is the General Partner
of the Partnership, in connection with the proposed equitable settlement of a
class action litigation brought on behalf of the limited partners and other
current and former investors in the Partnership. As more fully described
throughout this solicitation statement, the equitable settlement will make a
number of changes to the Partnership. The major changes include: extending until
December 31, 2004 the time period during which the Partnership can acquire
equipment with its cash flow and sales proceeds; extending until January 1, 2007
the date by which all of the Partnership's equipment must be sold; requiring the
Partnership to repurchase, to the extent that limited partners request, up to
10% of the outstanding units, and; increasing the amount of certain fees the
General Partner can be paid by the Partnership.
CERTAIN FACETS OF THESE CHANGES TO THE PARTNERSHIP INVOLVE RISKS AND
CONFLICTS OF INTEREST THAT SHOULD BE CONSIDERED BY THE LIMITED PARTNERS. SEE
"RISK FACTORS" BEGINNING ON PAGE 6 OF THIS SOLICITATION STATEMENT AND "CONFLICTS
OF INTERESTS" BEGINNING ON PAGE 25. IN PARTICULAR, LIMITED PARTNERS SHOULD
CONSIDER THE FOLLOWING:
o The Partnership's prospectus specifically provided that extending the
life of the Partnership would not be undertaken without the affirmative
approval of two-thirds of the units; the negative consent procedure by
which the 3-year extension will be voted upon denies limited partners
such voting protection and makes approval of the extension more likely
since only voting forms actually returned and indicating opposition
will be counted.
o The attorneys for the limited partners agreed to the negative consent
voting procedure and, subject to court approval, could receive legal
fees of up to $2,921,328 from the Partnership only if the Amendments
are approved and the Partnership achieves certain performance levels.
o The Partnership has lost money and unless the Amendments are rejected,
limited partners will not have the funds from this investment available
for 3 years more than expected.
o The Amendments will significantly reduce the price that the Partnership
will pay to repurchase units from the average limited partner from 105%
of net unrecovered principal ($10.79 per unit for the average limited
partner as of December 31, 1999) to 80% of net asset value ($ 9.26 per
unit as of December 31, 1999).
o The General partner's recommendation of the Amendments involve
potential conflicts of interest since the General Partner will receive
economic benefits with respect to the increase in compensation which
could be payable to it, as well as potential conflicts from one of its
subsidiaries having the opportunity to earn management fees through
January 1, 2007.
o The corporate parent of the General Partner has retained an investment
banking firm to explore strategic alternatives to maximize shareholder
value, which could include a merger with another company or the sale of
the business as well as the sale of the General Partner to a third
party; in the event of a sale, directly or indirectly, of the General
Partner, the purchaser could modify the business of the General
Partner.
THE GENERAL PARTNER RECOMMENDS ADOPTION OF THE AMENDMENTS AND THAT
LIMITED PARTNERS NOT VOTE AGAINST THEM. COUNSEL FOR THE LIMITED PARTNERS ALSO
SUPPORT THE AMENDMENTS, WHICH FORM AN INTEGRAL PART OF THE PROPOSED EQUITABLE
SETTLEMENT.
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LIMITED PARTNERS WHO FAVOR THE AMENDMENTS NEED DO NOTHING OR CAN SUBMIT
THE VOTING FORM IN FAVOR OF THE AMENDMENTS; LIMITED PARTNERS WHO WISH TO VOTE
AGAINST THE AMENDMENTS MUST DO SO BY FOLLOWING THE PROCEDURES DESCRIBED HEREIN.
LIMITED PARTNERS WHO FAIL TO RETURN THE VOTING FORM OR WHO MARK "ABSTAIN" ON THE
VOTING FORM WILL BE TREATED AS IF THEY HAD VOTED IN FAVOR OF THE AMENDMENTS.
This solicitation statement provides information with respect to the
Amendments, the predominant component of the equitable settlement. This
solicitation statement is being mailed to limited partners on or about
________________, 2000.
The defendants in the litigation are the General Partner and some of
its subsidiaries that are compensated by the Partnership for providing services.
The proposed equitable settlement of the litigation is part of a larger
settlement, including a monetary settlement that would resolve and settle all
claims brought against the General Partner and the other defendants. To
implement the equitable settlement, the Amended and Restated Limited Partnership
Agreement of the Partnership (the "Partnership Agreement") will be amended (the
"Amendments") to:
o extend by 3 years, until approximately January 1, 2007, the date by
which the General Partner must complete the liquidation of the
Partnership's equipment, thereby extending the length of this
investment by 3 years;
o extend by 3 years, from December 31, 2001 through December 31, 2004,
the period during which the General Partner will reinvest the
Partnership's cash flow, surplus funds and retained proceeds in
additional equipment;
o require the Partnership to repurchase up to ten percent 10% of the out-
standing units from limited partners;
o require a subsidiary of the General Partner to defer receipt of 25% of
the equipment management fee it receives from the Partnership for a
period of 1 1/2 years, payable only if certain financial performance
goals for the Partnership are attained; and
o increase the limitation on the amounts that the General Partner can
receive from the Partnership for equipment acquisition and lease
negotiation services.
CAUTIONARY STATEMENT
THIS SOLICITATION STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT
ARE SUBJECT TO RISKS AND UNCERTAINTIES. THESE FORWARD-LOOKING STATEMENTS INCLUDE
INFORMATION ABOUT POSSIBLE OR ASSUMED FUTURE RESULTS OR THE PARTNERSHIP'S
OPERATIONS OR PERFORMANCE AND ABOUT THE POSSIBLE EFFECTS OF THE AMENDMENTS.
ALSO, THE WORDS "BELIEVES," "ANTICIPATES," "EXPECTS," "PROJECTS," "DETERMINED"
AND SIMILAR EXPRESSIONS USED IN THIS SOLICITATION STATEMENT ARE INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT
TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE
ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE PARTNERSHIP TO BE MATERIALLY
DIFFERENT FROM THE HISTORICAL ACHIEVEMENTS OF THE PARTNERSHIP.
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<TABLE>
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TABLE OF CONTENTS
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SUMMARY........................................................................................................ 1
Procedure for Approval of the Amendments................................................................ 1
Effect of the Amendments................................................................................ 1
Risk Factors............................................................................................ 2
The Affirmative Vote of Two-Thirds of the Units is Not Required to Bind all Limited Partners..... 2
This Investment Has Lost Money................................................................... 2
Extending the Life of the Partnership Will Delay by 3 Years Payment of Distributions to the Limited
Partners from the Liquidation of the Partnership's Equipment..................................... 2
Significant Reduction in Unit Repurchase Price................................................... 2
Conflicts of Interest of General Partner......................................................... 3
Cash Used to Fund the Repurchase Could Limit Distributions to Limited Partners................... 3
Cash Used to Fund the Front-End Fee Increase Could Limit Distributions to Limited Partners....... 3
The Potential Acceleration in Paying Either the Deferred Portion of the Management Fee and
some of Class Counsel's Fees Could Deter a Change of Control..................................... 3
Alternatives to the Amendments.......................................................................... 3
General Partner's Reasons for Recommending the Amendments............................................... 3
Voting Procedures....................................................................................... 4
Effect of Settlement of the Litigation.................................................................. 4
No Appraisal Rights..................................................................................... 5
Conflicts of Interest................................................................................... 5
General Partner.................................................................................. 5
Class Counsel.................................................................................... 5
RISK FACTORS................................................................................................... 6
Risks Relating to the Amendments........................................................................ 6
The Affirmative Vote of Two-Thirds of the Units is Not Required to Bind all Limited Partners..... 6
Extending the Life of the Partnership Will Cause a 3-Year Delay in the Payment of Distributions
to the Limited Partners from the Liquidation of the Partnership's Equipment...................... 6
Significant Reduction in Unit Repurchase Price................................................... 6
Adverse Consequences to the Partnership if the Amendments are not Approved....................... 6
Cash Used to Fund the Repurchase Could Limit Distributions to Limited Partners................... 7
Cash Used to Fund the Front-End Fee Increase Could Limit Distributions to Limited Partners....... 7
The Potential Acceleration in Paying Either the Deferred Portion of the Management Fee or the
Equitable Class Fee Award Could Deter a Change of Control........................................ 7
Investment Risks........................................................................................ 8
This Investment has Lost Money................................................................... 8
Parent Company of the General Partner Reviewing Strategic Alternatives........................... 8
Ongoing Risks relating to the Partnerships and Tax Risks of this Investment............................. 8
Conflicts of Interest................................................................................... 8
Conflict of Interest of General Partner.......................................................... 8
Class Counsel.................................................................................... 9
BACKGROUND, BENEFITS OF, AND REASONS FOR, THE AMENDMENTS....................................................... 10
Description of the Litigation........................................................................... 10
Summary of Settlement............................................................................ 11
Class Members.................................................................................... 12
Approval Procedure for the Equitable Settlement.................................................. 12
Effect on Rights of Limited Partners............................................................. 12
Class Counsel........................................................................................... 13
Provisions of the Amendments............................................................................ 13
The Extension of the Reinvestment Period................................................................ 14
The Delayed Liquidation Date............................................................................ 14
The Management Fee Deferral............................................................................. 14
The Repurchase.......................................................................................... 14
The Front-End Fee Increase.............................................................................. 15
Comparison of Extending the Reinvestment Period and the Extension (and the Benefits thereof) to
Termination of Reinvestment and Liquidation of Equipment as Scheduled................................... 16
Continued Operation of Assets.................................................................... 16
Reinvestment of Proceeds into Additional Equipment............................................... 17
Equipment Transactions Entered into Since January 1998........................................... 18
Marine Containers................................................................................ 18
Marine Vessels................................................................................... 18
Aircraft and Aircraft Spare Parts................................................................ 19
Portable Heaters................................................................................. 19
Railcars......................................................................................... 19
Trailers......................................................................................... 19
Change of Strategy...................................................................................... 20
Comparison of Alternatives to the Extension............................................................. 20
General.......................................................................................... 20
General Partner's Assumptions.................................................................... 20
Currently Owned Equipment Assumptions............................................................ 22
Newly Acquired Equipment Assumptions............................................................. 23
Estimated December 31, 1999 Value of a Partnership Unit on a Present Value Basis Applying
a 11.1% Discount Rate............................................................................ 24
Benefits of Liquidation as of December 31, 1999 and January 1, 2004.............................. 24
COMPARISON CHART OF PARTNERSHIP OPERATIONS WITH AND WITHOUT THE AMENDMENTS..................................... 25
CONFLICTS OF INTEREST.......................................................................................... 28
General.......................................................................................... 28
Conflict of Interest of General Partner.......................................................... 28
Conflict of Interest of Class Counsel............................................................ 28
VOTING PROCEDURES.............................................................................................. 30
Time of Voting and Record Date.......................................................................... 30
No Vote................................................................................................. 30
Revocability of Vote.................................................................................... 30
No Appraisal Rights..................................................................................... 30
Information Services.................................................................................... 31
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................ 32
</TABLE>
TEXT OF THE AMENDMENTS Appendix A
FINANCIAL ASSUMPTIONS Appendix B
BALANCE SHEETS OF GENERAL PARTNER Appendix C
VOTING FORM Appendix D
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS SOLICITATION STATEMENT.
PROCEDURE FOR APPROVAL OF THE AMENDMENTS
The Amendments are being proposed by the General Partner and supported
by counsel for plaintiffs in the litigation ("Class Counsel") as an integral
part of the proposed equitable settlement. Pursuant to the court's order
preliminarily approving the settlement stipulation and subject to final court
approval, unless limited partners holding 50% or more of the units vote against
one or more of the Amendments by timely delivering a vote against the Amendments
on the form attached as Appendix B, the Partnership Agreement will be so
amended.
The Amendments are also being proposed to the limited partnership
agreements of two other partnerships for which the General Partner acts as
general partner, PLM Equipment Growth Fund V ("Fund V"), and PLM Equipment
Growth Fund VI ("Fund VI"). The Partnership, Fund V and Fund VI are collectively
referred to as the "Partnerships," and the limited partnership agreements of the
Partnerships are collectively referred to as the "Partnership Agreements."
Changes to the Partnership Agreements of Funds V and VI identical to those
proposed for the Partnership are also referred to as the "Amendments."
Prior to issuing the order, the court reviewed the proposed equitable
notice and a draft of this solicitation statement including the manner in which
the Amendments are voted on by the limited partners. See "VOTING PROCEDURES."
The court asked that certain changes be made, and after reviewing such changes,
approved the form and content of both this solicitation statement and the
equitable notice.
In addition, the court has scheduled a fairness hearing for
_______________, 2000, at which time:
o members of the equitable class who follow the procedures described in
the equitable notice may appear before the court and object to any
aspect of the settlement, including the Amendments, notwithstanding
their failure to deliver a vote by ___________________, 2000 (the
"Voting Deadline");
o the General Partner will provide the court with a tabulation of the
number of units held by limited partners in each of the Partnerships
that have voted against one or more of the Amendments; and
o the court may: (1) not approve the equitable settlement in the event
that limited partners of any of the Partnerships holding 50% or more of
the units vote against the Amendments (2) approve the equitable
settlement as to one, two or all of the Partnerships so long as limited
partners holding less than 50% of the units of any such Partnership
vote against the Amendments, or (3) notwithstanding votes against the
Amendments by limited partners holding less than 50% of the units in
each Partnership, still not approve the equitable settlement.
EFFECT OF THE AMENDMENTS
The Amendments will extend the period during which the Partnership will
be able to reinvest its cash flow, surplus funds and retained proceeds in
additional equipment (the "Reinvestment Period") by 3 years, from December 31,
2001 until December 31, 2004. During that time, the General Partner will
purchase equipment and endeavor to lease, and ultimately sell it, consistent
with the objectives of the Partnership.
The date by which the General Partner must complete the liquidation of
the Partnership's equipment will be extended to January 1, 2007 (the
"Extension"). Although the Partnership Agreement presently requires the
liquidation of equipment by January 1, 2004, it also allows the General Partner
discretion to extend the liquidation process beyond January 1, 2004 if the
General Partner believes additional time will lead to more favorable disposition
terms. Absent the Extension (and the exercise of discretion by the General
Partner as permitted by the Partnership Agreement), the General Partner plans on
completing the liquidation of the Partnership's equipment by January 1, 2004.
The Amendments will require liquidation not later than January 1, 2007, which is
3 years beyond what is contemplated by the Partnership Agreement.
From January 1, 2005 until June 30, 2006, PLM Investment Management,
Inc. (the "Manager"), which is a subsidiary of the General Partner and manages
the Partnership's equipment assets, will defer receipt of 25% of the equipment
management fee (the "Management Fee") it would otherwise be entitled to receive.
The Manager will be entitled to be paid the deferred portion of the Management
Fee by the Partnership only if there is an annualized increase of at least 10%
in the actual cash flow received by the limited partners relative to the cash
flow which the General Partner projects would have been received by limited
partners commencing January 1, 2000 if the Partnership were to be liquidated as
contemplated by the Partnership Agreement.
The current limitation on fees for equipment acquisition and lease
negotiation services ("Front-End Fees") payable to the General Partner will be
increased by 20% (the "Front-End Fee Increase"). The current limitation is based
upon the guidelines issued by the North American Securities Administrators
Association, Inc. ("NASAA"). The Front-End Fee Increase will have the effect of
increasing the total compensation permitted to be paid to the General Partner
and its affiliates by the amount of the Front-End Fee Increase.
Finally, the Partnership will offer to repurchase up to 10% of its
units at a price of 80% of the net asset value per Unit determined at the end of
the fiscal quarter immediately preceding the deadline for submitting a
repurchase request (the "Repurchase"). This will replace the Partnership's
discretionary authority to repurchase, on an annual basis, up to 2% of the
outstanding units at a price of 105% of a selling limited partner's unrecovered
principal. See "BACKGROUND, BENEFITS OF, AND REASONS FOR, THE AMENDMENTS - The
Repurchase."
RISK FACTORS
Limited partners should carefully consider the matters disclosed under
"RISK FACTORS" beginning on page 6 and "CONFLICTS OF INTEREST" beginning on page
25 before deciding whether or not to vote against the Amendments. The following
is a summary of the material risks and other effects of the Amendments.
THE AFFIRMATIVE VOTE OF TWO-THIRDS OF THE UNITS IS NOT REQUIRED TO BIND
ALL LIMITED PARTNERS. Pursuant to the court's order preliminarily approving the
settlement stipulation and subject to final court approval, the Amendments will
be effective unless limited partners holding 50% or more of the units vote
against one or more of the Amendments. Under the Partnership Agreement in its
current form, if the Amendments were not subject to a judicial determination and
court order following the fairness hearing, the Amendments could be effected
only by obtaining the affirmative approval of limited partners holding at least
two-thirds of the units. In addition, although this procedure by which the
Amendments will be voted upon has been preliminarily approved by the court,
neither Class Counsel nor counsel for the General Partner specifically directed
the court's attention to the fact that the negative consent voting procedure is
contrary to the voting procedures set forth in the Partnership Agreement. See
"VOTING PROCEDURES."
THIS INVESTMENT HAS LOST MONEY. As of December 31, 1999, the value of
this investment was $19.11 per unit, calculated by adding the sum of the
weighted average of distributions (weighted to reflect the fact that limited
partners acquired units at different times during the offering period) received
to such date and the estimated distribution that would have been received if the
assets of the Partnership had been liquidated on September 30, 1999 and a
liquidating distribution made to limited partners by December 31, 1999. This
value is less than the original purchase price of $20.00 per unit without taking
into effect the time value of money.
EXTENDING THE LIFE OF THE PARTNERSHIP WILL DELAY BY 3 YEARS PAYMENT OF
DISTRIBUTIONS TO THE LIMITED PARTNERS FROM THE LIQUIDATION OF THE PARTNERSHIP'S
EQUIPMENT. Each limited partner's investment will change from an ownership
interest in a partnership whose Partnership Agreement contemplates that it will
liquidate its equipment assets before approximately January 1, 2004 to one that
will liquidate its equipment assets before approximately January 1, 2007.
SIGNIFICANT REDUCTION IN UNIT REPURCHASE PRICE. The Amendments will
reduce the price at which the Partnership shall repurchase units from the
average limited partner from 105% of net unrecovered capital per unit ($10.79
for the average limited partner as of December 31, 1999) to 80% of the net asset
value per unit ($ 9.26 as of December 31, 1999).
CONFLICTS OF INTEREST OF GENERAL PARTNER. The General Partner initiated
and participated in structuring the Amendments and has conflicts of interest
with respect to their effect, including the facts that: (a) the General Partner
will earn Front-End Fees for 3 additional years; (b) the Manager, which is a
subsidiary of the General Partner, will earn Management Fees for 3 additional
years; (c) the limitation on some compensation the General Partner could receive
will be increased by 20% over current limits; and (d) the approval of the
Amendment may make a transaction involving the General Partner's corporate
parent more attractive to a third-party." See "RISK FACTORS Parent Company of
the General Partner Reviewing Strategic Alternatives" and "CONFLICTS OF INTEREST
- Conflict of Interest of the General Partner."
CASH USED TO FUND THE REPURCHASE COULD LIMIT DISTRIBUTIONS TO LIMITED
PARTNERS. In order to fund the Repurchase, projected to cost $4,930,583, the
Partnership may have to use cash that would otherwise be available for
distributions to the limited partners or for reinvestment in equipment.
CASH USED TO FUND THE FRONT-END FEE INCREASE COULD LIMIT DISTRIBUTIONS
TO LIMITED PARTNERS. Part of the equitable settlement includes increasing the
compensation which can be paid by the Partnership to the General Partner. Any
amounts paid to the General Partner as a result of the Front-End Fee Increase
will be unavailable for distributions to the limited partners or for
reinvestment in equipment.
THE POTENTIAL ACCELERATION IN PAYING EITHER THE DEFERRED PORTION OF THE
MANAGEMENT FEE AND SOME OF CLASS COUNSEL'S FEES COULD DETER A CHANGE OF CONTROL.
The equitable settlement provides that, to the extent the applicable conditions
have been met, the portion of the Management Fee which will be deferred, as well
as the Equitable Class Fee Award (defined below), will be payable in a lump sum
in the event the limited partners approve a roll-up transaction or more than 50%
of the units in the Partnership are tendered in response to a registered tender
offer (a "Change of Control"). Absent a Change of Control, such fees would be
paid over time. These provisions could have the effect of deterring a roll-up
transaction or a tender offer. See "CONFLICTS OF INTEREST - Conflict of Interest
of Class Counsel."
ALTERNATIVES TO THE AMENDMENTS
In the event the court does not approve the Amendments, or limited
partners holding 50% or more of the units vote against the Amendments, the
General Partner will continue to operate the Partnership according to what is
contemplated by the Partnership Agreement. This Partnership Agreement allows the
Partnership to reinvest available cash in additional equipment through December
31, 2001, after which the Partnership will enter a holding phase until all of
the equipment has been sold. During the holding phase, equipment may be
re-leased or sold, but no new equipment can be purchased. The Partnership
Agreement currently provides that the equipment will be fully sold by January 1,
2004, unless the General Partner determines in its discretion that extending the
liquidation process beyond such date will enable the Partnership to dispose of
its assets on more favorable terms, after which the General Partner will proceed
to wind up the affairs of the Partnership and distribute all remaining funds,
after providing for Partnership obligations, to the limited partners.
GENERAL PARTNER'S REASONS FOR RECOMMENDING THE AMENDMENTS
The Amendments were proposed by the General Partner pursuant to the
settlement stipulation. The General Partner believes that the Extension (of the
liquidation date) is likely to provide the General Partner with greater
flexibility both to generate additional revenue from continuing to lease an
asset and to determine when to sell an asset based on market conditions. In
other words, the General Partner believes that much of the Partnership's
equipment will have future cash flow generating potential from continued rentals
and eventual sales proceeds and that the present value thereof will exceed the
present value of continued rentals and the sales proceeds of that same equipment
based upon the current liquidation date. Additionally, the General Partner
believes that extending the Reinvestment Period will allow the Partnership to
generally refocus its operations away from underperforming marine vessels to
other types of equipment markets that are currently experiencing better returns.
The General Partner believes its recommendation in favor of the
Amendments is also supported by: (a) the process of arm's length negotiation of
the structure, terms and conditions of the Amendments with Class Counsel acting
on behalf of the equitable class; (ii) the General Partner's knowledge that any
amendments to the Partnership Agreement would necessarily entail obtaining
preliminary and final approval by the court of the equitable settlement,
including the Amendments; and (iii) the opportunity for each limited partner
both to vote against the Amendments and/or to object to the settlement in court
as part of the fairness hearing. In addition, those holders of units who are not
limited partners will also have the opportunity to object to the settlement as
part of the fairness hearing. The General Partner's judgment, however, may be
affected by the fact that it will derive financial benefits from the Amendments,
and is thus subject to conflicts of interest. See "CONFLICTS OF INTEREST -
Conflict of Interest of the General Partner."
VOTING PROCEDURES
Pursuant to the court's order preliminarily approving the settlement
stipulation and subject to final court approval, the Partnership Agreement will
be amended in accordance with the Amendments unless limited partners holding 50%
or more of the units vote against any or all of the Amendments. Limited partners
may vote against the Amendments by delivering a Voting Form marked "No" to the
General Partner. Limited partners may also object to any aspect of the equitable
settlement, including the Amendments, at the fairness hearing by following the
procedures set forth in the equitable notice which accompanies this solicitation
statement. However, even if limited partners holding 50% or more of the units do
not vote against the Amendments, the court may not approve the settlement as to
a particular Partnership, and then the Amendments will not be given effect and
that Partnership will not participate in the equitable settlement.
LIMITED PARTNERS WHO ARE NOT IN FAVOR OF THE AMENDMENTS MUST RETURN A
SIGNED VOTING FORM (THE FORM OF WHICH IS ATTACHED AS APPENDIX B) TO GILARDI &
CO., 1115 MAGNOLIA AVENUE, LARKSPUR, CALIFORNIA 94977, AS SOON AS POSSIBLE, BUT
IN ANY EVENT, NO LATER THAN _____________, 2000, FOR THIS AND ANY OTHER
PARTNERSHIP IN WHICH THEY HOLD UNITS. THE VOTING FORM MUST CONTAIN THE NAME AND
ADDRESS OF THE LIMITED PARTNER, AND THE NUMBER OF UNITS HELD BY THE LIMITED
PARTNER.
Limited partners holding units as of _________________ (the "Record
Date"), have until 5:00 p.m. Pacific Time, on ____________, 2000, unless
extended, to submit their Voting Form (the "Voting Deadline").
Limited partners may withdraw or revoke their vote at any time prior to
the Voting Deadline. See "VOTING PROCEDURES - Revocability of Vote."
THE GENERAL PARTNER RECOMMENDS ADOPTION OF THE AMENDMENTS AND THAT
LIMITED PARTNERS NOT VOTE AGAINST THEM. CLASS COUNSEL SUPPORTS THE AMENDMENTS,
WHICH FORM AN INTEGRAL PART OF THE PROPOSED EQUITABLE SETTLEMENT. The General
Partner and Class Counsel are subject to conflicts of interest with respect to
the Amendments. See "CONFLICTS OF INTEREST."
EFFECT OF SETTLEMENT OF THE LITIGATION
The settlement will result in the full and complete settlement,
discharge and release of the claims by class members against the General
Partner, affiliates of the General Partner and other defendants in connection
with or which arise out of the allegations made in the litigation. The equitable
settlement will result in each class member releasing and discharging each
defendant in the equitable settlement irrespective of whether the class member
voted against the Amendments or objected to the Amendments in court. Even if the
court finally approves the equitable settlement, however, each class member who
is also a monetary class member will retain the option of not releasing claims
against the General Partner and other defendants and may pursue those claims by
opting out of the monetary settlement. The class members' retention of rights to
pursue defendants in the monetary settlement occurs because the settling parties
are asking the court to approve the equitable and monetary settlement as two
separate, albeit related, class action settlements.
<PAGE>
NO APPRAISAL RIGHTS
Neither the Partnership Agreement nor state law provides for
dissenters' or appraisal rights to limited partners who object to the
Amendments. Such rights, when they exist, give the holders of securities the
right to surrender such securities for an appraised value in cash, if they
oppose a merger or similar reorganization. No such right will be provided by the
Partnership in connection with the Amendments.
CONFLICTS OF INTEREST
GENERAL PARTNER. The General Partner initiated and participated in
structuring the Amendments and has conflicts of interest with respect to their
effect. For a discussion of the conflicts of interest of the General Partner
with respect to the Amendments, see "CONFLICTS OF INTEREST - Conflict of
Interest of the General Partner."
CLASS COUNSEL. Limited partners should consider that Class Counsel may
be deemed to have a conflict of interest with respect to their support of the
equitable settlement, of which the proposed Amendments form an integral part. As
part of the equitable settlement, Class Counsel will apply for a fee award (the
"Equitable Class Fee Award") from any of the Partnerships participating in the
equitable settlement. The Equitable Class Fee Award will only be paid if the
Amendments are approved, the equitable settlement is approved and future cash
distributions to limited partners reach a targeted level. If the Equitable Class
Fee Award is paid, it is estimated to be payable at or near the time the
Partnership liquidates from funds that would otherwise be distributed to the
limited partners. The defendants will not have any separate liability for the
payment of the Equitable Class Fee Award, and it will be paid to Class Counsel
only if there is an annualized increase of at least 12% in the actual cash flow
received by the limited partners relative to the cash flow which the General
Partner projects would have been received by limited partners commencing January
1, 2000 if the Partnership were to be liquidated as contemplated by the
Partnership Agreement. If such a rate is obtained, and the General Partner's
projection of the Partnership's future performance as a result of the Extension
and extended Reinvestment Period is realized (assuming the Partnership debt is
extended), Class Counsel's attorney fees with respect to the equitable
settlement would be $3,326,679. See "CONFLICTS OF INTEREST - Conflict of
Interest of Class Counsel." Additional fees and expenses will be paid to Class
Counsel in connection with the monetary settlement, if approved by the court.
Such fees will be no greater than one-third of the monetary settlement fund, and
will be paid by defendants and their insurance company out of the monetary
settlement fund.
<PAGE>
RISK FACTORS
The Amendments involve material risks and other adverse factors, all of
which the General Partner believes are discussed or referred to below. Limited
partners are urged to read this solicitation statement in its entirety,
including all appendices and supplements hereto, and the original prospectus,
and should consider carefully the following material risks in determining
whether to vote against one or more of the Amendments, as well as whether to
object to the equitable settlement in court as part of the fairness hearing
scheduled for ____________________.
RISKS RELATING TO THE AMENDMENTS
THE AFFIRMATIVE VOTE OF TWO-THIRDS OF THE UNITS IS NOT REQUIRED TO BIND
ALL LIMITED PARTNERS. Pursuant to the court's order preliminarily approving the
settlement stipulation and subject to the final court approval, the Amendments
will be effective unless limited partners holding 50% or more of the units vote
against one or more of the Amendments. This procedure denies limited partners
the voting protections which were provided for in the Partnership Agreement,
namely that the life of the Partnership would not be extended without the
affirmative approval of two-thirds of the units. The General Partner is making
this change as it believes the equitable settlement is in the best interest of
the limited partners and believes this voting procedure makes approval of the
Amendments more likely.
A limited partner who does not vote against any of the Amendments will
be deemed as favoring the Amendments, even though such limited partner may favor
neither the Amendments nor the equitable settlement. As such, it is possible
that the Amendments may be approved even if disfavored by the holders of a
majority of the units, or even if fewer than a majority actually receive this
solicitation statement or consider the Amendments described herein.
Although the procedure by which the Amendments will be voted upon has
been preliminarily approved by the court, neither Class Counsel nor counsel for
the General Partner specifically directed the court's attention to the fact that
the negative consent voting procedure is contrary to the voting procedures set
forth in the Partnership Agreement. There is no reported appellate court
decision approving a change in the voting procedure of a limited partnership to
allow non-votes to be treated as affirmative votes where the partnership
agreement did not specifically permit non-votes to be so counted. In the event
the voting mechanism used here to approve the Amendments were to be successfully
objected to at the fairness hearing, the Partnership would not participate in
the equitable settlement.
Limited Partners should be aware that this negative consent voting
procedure is not typically used for solicitations governed by the SEC's proxy
solicitation rules, which normally require an affirmative vote for matters such
as approval of the Amendments. Additionally, limited partners who vote against
the Amendments will be bound by the equitable settlement (including the
implementation of the Amendments) unless limited partners holding more than 50%
of the units vote against one or more of the Amendments and the equitable
settlement is not approved by the court. No limited partner will be able to opt
out of the equitable settlement. If the Amendments were not subject to a
judicial determination and court order following the fairness hearing, the
Amendments could be effected only by obtaining the affirmative approval of
limited partners holding two-thirds of the units. See " VOTING PROCEDURES" and
"CONFLICTS OF INTEREST - Conflicts of Interest of Class Counsel."
EXTENDING THE LIFE OF THE PARTNERSHIP WILL CAUSE A 3-YEAR DELAY IN THE
PAYMENT OF DISTRIBUTIONS TO THE LIMITED PARTNERS FROM THE LIQUIDATION OF THE
PARTNERSHIP'S EQUIPMENT. Each limited partner's investment will change from an
ownership interest in a partnership which contemplates a liquidation of its
equipment assets before approximately January 1, 2004, to one that will
liquidate its equipment assets not later than January 1, 2007. Therefore, as a
result of the Amendments, it is anticipated that limited partners will not
receive final distributions from the liquidation and dissolution of the
Partnership until approximately 3 years later than contemplated by the
Partnership Agreement.
SIGNIFICANT REDUCTION IN UNIT REPURCHASE PRICE. The Amendments will
reduce the price at which the Partnership shall repurchase units from the
average limited partner from 105% of net unrecovered capital per unit ($10.79
for the average limited partner as of December 31, 1999) to 80% of the net asset
value per unit ($9.26 as of December 31, 1999).
ADVERSE CONSEQUENCES TO THE PARTNERSHIP IF THE AMENDMENTS ARE NOT
APPROVED. If the limited partners do not approve the Amendments, or if they are
approved but overturned as a result of an appeal, or if the court does not
approve the Amendments, the equitable settlement will become null and void. The
non-approval of the equitable settlement, however, would have no impact on the
monetary settlement (so long as it is approved by the court after the fairness
hearing). The General Partner believes that the return limited partners would
receive from their investment if the Amendments are not approved would be less
than the return they would likely receive if the Amendments are approved.
CASH USED TO FUND THE REPURCHASE COULD LIMIT DISTRIBUTIONS TO LIMITED
PARTNERS. In order to fund the Repurchase, projected to cost $4,930,583, the
Partnership may have to use cash which would otherwise be available for
distributions to the limited partners or for reinvestment in equipment.
CASH USED TO FUND THE FRONT-END FEE INCREASE COULD LIMIT DISTRIBUTIONS
TO LIMITED PARTNERS. Part of the equitable settlement includes increasing the
fees which can be paid by the Partnership to the General Partner. Any amounts so
paid to the General Partner will be unavailable for distributions to limited
partners or for reinvestment in equipment. Furthermore, the aggregate amount
paid to the General Partner as a result of the Front-End Fee increase could
offset any benefits to the Partnership resulting from the Manager deferring (or
even not receiving) 25% of the Management Fee. During the time frame when the
Manager defers receiving 25% of the Management Fee, the Partnership will retain
the deferred fees and may reinvest them in equipment, deposit them in interest
bearing accounts, or do both. The Partnership's return on those investments, or
even the Partnership's savings if it does not pay the Manager any of the
deferred portion of the Management Fee (if the Manager does not achieve the
stipulated performance target), may be less than the amount of Front-End Fees
and Net Distribution Proceeds payable to the General Partner as a result of the
increase in the limitation on its fees.
THE POTENTIAL ACCELERATION IN PAYING EITHER THE DEFERRED PORTION OF THE
MANAGEMENT FEE OR THE EQUITABLE CLASS FEE AWARD COULD DETER A CHANGE OF CONTROL.
The equitable settlement provides that both the portion of the Management Fee
(25%) which will be deferred, as well as the Equitable Class Fee Award, will be
payable in a lump sum upon a Change of Control, but only if the General Partner
and Class Counsel agree that an annualized increase of 10% (for the Deferred
Management Fee) and/or 12% (for the Equitable Class Fee Award) in the cash flow
received by the limited partners relative to the cash flow which the General
Partner projects would have been received by the General Partner commencing
January 1, 2000 (if the Partnership were to be liquidated as is contemplated by
the Partnership Agreement) would have been attained absent the Change of
Control. Without a Change of Control, such fees would be paid over time, if the
10% and 12% targets were met. These provisions could have the effect of
deterring a roll-up transaction or a tender offer. See "CONFLICTS OF INTEREST -
Conflict of Interest of Class Counsel," and "- Conflict of Interest of General
Partner."
As discussed above, the General Partner and Class Counsel agreed that
the payment of the Equitable Class Fee Award would be accelerated upon a Change
of Control, but only if the limited partners had obtained the benefits of the
Extension and extended Reinvestment Period. That is, the General Partner and
Class Counsel agreed that Class Counsel would receive the Equitable Class Fee
Award upon a Change of Control if the required cash flows, which were the agreed
upon condition for paying Class Counsel, would have been attained and paid to
the limited partners absent the Change of Control.
The payment of the Equitable Class Fee Award is tied to, and
conditioned upon, the operation of the Partnership's business in its current
form, that is as a Partnership distributing cash to its investors. If the
Partnership is subject to a Change of Control , it may not be possible to
calculate whether and when the targeted thresholds for awarding the Equitable
Class Fee Award have been met, event if the limited partners have obtained the
targeted benefits of the Extension and extended Reinvestment Period.
Several alternative payment structures were considered by Class Counsel
and the defendants. Ultimately, it was agreed that Class Counsel would be paid
at the time of a Change of Control transaction, if, at the time of the Change of
Control transaction, absent the Change of Control, had the Partnership continued
to operate in its then current form the targeted threshold distributions to the
limited partners would otherwise have been achieved. That is, the General
Partner and Class Counsel agreed that Class Counsel would receive the Equitable
Class Fee Award upon a Change of Control if the required cash flows, which were
the agreed upon conditions for payment to Class Counsel, would have been
attained and paid to the limited partners absent the Change of Control.
INVESTMENT RISKS
THIS INVESTMENT HAS LOST MONEY. As of December 31, 1999, the value of
this investment (the sum of the distributions received to such date and the
estimated distribution that would have been received if the assets of the
Partnership had been liquidated on September 30, 1999 and a liquidating
distribution made to limited partners by December 31, 1999) is slightly lower
than its original purchase price without taking into effect the time value of
money. The average limited partner who acquired units during the offering period
has received distributions through December 31, 1999 of $9.72 for each $20.00
unit purchased, and the General Partner estimates that, if the Partnership had
been liquidated as of December 31, 1999, limited partners would have received an
additional $9.39 per unit, for a total of $19.11. Limited partners who invested
at the commencement of the offering have received distributions to date totaling
$11.10 per unit and those who invested at the end of the offering period have
received distributions to date totaling $7.95 per unit.
PARENT COMPANY OF THE GENERAL PARTNER REVIEWING STRATEGIC ALTERNATIVES.
On November 8, 1999, PLM International, Inc., the corporate parent of the
General Partner, announced that its board of directors has engaged the
investment banking firm of Imperial Capital, LLC, to explore various strategic
and financial alternatives for maximizing shareholder value on a near-term
basis. Such alternatives may include, but are not limited to, a possible
transaction or series of transactions representing a merger, consolidation, or
any other business combination, a sale of all or a substantial amount of the
business, securities, or assets of PLM International, Inc., or a
recapitalization or spin-off. The Front-End Fee Increase and the opportunity to
earn Management Fees for an additional 3 years provided for by the Amendments
may make a transaction involving the corporate parent of the General Partner
more attractive. In the event of a sale, directly or indirectly, of the General
Partner, the purchaser could modify the business of the General Partner.
ONGOING RISKS RELATING TO THE PARTNERSHIPS AND TAX RISKS OF THIS INVESTMENT
Throughout the Extension, the operation of the Partnership will
continue to be subject to risks similar to those that were present at the time
limited partners purchased their units, which risks are described in the
Prospectus for the Partnership, copies of which are available from the General
Partner.
CONFLICTS OF INTEREST
CONFLICT OF INTEREST OF GENERAL PARTNER. The General Partner initiated
and participated in the structuring of the Amendments and has the following
conflicts of interest with respect to their effect:
(1) As part of the Amendments, the limitation on the Front-End
Fees that can be paid to the General Partner by the
Partnership will be increased effective as of January 1, 1999,
so that the General Partner can earn such fees in excess of
the amount proscribed in the NASAA guidelines.
(2) The General Partner will earn Front-End Fees for an additional
3 years as a result of the extension of the Reinvestment
Period. During the period from 1997 through 1999, the
Partnership paid the General Partner average annual Front-End
Fees of $896,305.
(3) The Manager, an affiliate of the General Partner, will earn
Management Fees for 3 more years than is contemplated by the
Partnership Agreement. Additionally, the ability to reinvest
from December 31, 2001 through December 31, 2004 will result
in the level of Management Fees not decreasing at as great a
rate as they likely would otherwise, since Management Fees are
based upon gross lease revenues which likely would decrease
more quickly during those years in the absence of reinvestment
in equipment. During the period 1997 through 1999 the
Partnership paid the Manager on average Management Fees of
$1,218,175 per year.
(4) If any portion of the Management Fee has been deferred at the
time a Change of Control occurs, the deferred portion may be
payable in a lump sum if the General Partner and Class Counsel
agree that an annualized increase of 10% in the cash flow
received by the limited partners relative to the cash flow
which the General Partner projects would have been received by
the limited partners commencing January 1, 2000 (if the
Partnership were to be liquidated pursuant to what is
contemplated by the Partnership Agreement) would have been
attained absent the Change of Control.
See "CONFLICTS OF INTEREST - Conflict of Interest of General Partner"
for a fuller discussion.
CLASS COUNSEL. In assessing Class Counsel's support of the equitable
settlement of which the proposed Amendments form an integral part, limited
partners should consider that Class Counsel may be deemed to have a conflict of
interest with respect to such support. In particular:
(a) the fees and expenses of Class Counsel in connection with the
monetary settlement, if approved by the court, will be paid in
part from the cash settlement fund provided by the defendants
pursuant to the monetary settlement
(b) as part of the equitable settlement, Class Counsel will apply
for the Equitable Class Fee Award, which is estimated to be
paid at or near the time the Partnership liquidates, from
funds that would otherwise be distributed to the limited
partners, if there is an annualized increase of at least 12%
in the actual cash flow received by the limited partners
relative to the cash flow which the General Partner projects
would have been received by limited partners commencing
January 1, 2000 if the Partnership were to be liquidated as
contemplated by the Partnership Agreement;
(c) the Equitable Class Fee Award will be payable in a lump sum in
the event of a Change of Control if the General Partner and
Class Counsel agree that an annualized increase of 12% in the
cash flow received by the limited partners relative to the
cash flow which the General Partner projects would have been
received by the limited partners commencing January 1, 2000
(if the Partnership were to be liquidated as contemplated by
the Partnership Agreement) would have been attained absent the
Change of Control; and
(d) given the additional protections for members of the equitable
class, including the right to object to the proposed equitable
settlement in whole or in part, and the court's prerogative to
reject the settlement and the Amendments even if the requisite
consent of limited partners is obtained, under those
circumstances Class Counsel has agreed to the negative consent
voting procedure concerning the Amendments, which procedure
makes their approval more likely and, as a consequence, Class
Counsel could receive legal fees of up to $3,326,679 if the
Amendments are approved and the Partnership achieves the
targeted threshold of performance (assuming renegotiation of
the Partnership's debt). Class Counsel may receive such fees
at some time in the future (estimated to occur at or near the
time the Partnership liquidates), subject to acceleration in
the event of a Change of Control. Such fees could only be paid
to Class Counsel if the limited partners receive the targeted
threshold level of distributions. See "CONFLICTS OF INTEREST -
Conflict of Interest of Class Counsel."
<PAGE>
BACKGROUND, BENEFITS OF, AND REASONS FOR, THE AMENDMENTS
DESCRIPTION OF THE LITIGATION
PLM International, Inc., a Delaware corporation, the Manager, the
General Partner and two subsidiaries of the General Partner were named as
defendants in a lawsuit filed as a putative class action on January 22, 1997 in
the Circuit Court of Mobile County, Mobile, Alabama, Case No. CV-97-251 (the
"Alabama action"). Plaintiffs, who filed the complaint on their own behalf and
on behalf of all class members similarly situated, are six investors in the
Partnerships, for which the General Partner acts as the general partner. The
complaint asserted causes of action against all defendants, including fraud and
deceit, suppression, negligent misrepresentation, intentional and negligent
breaches of fiduciary duty, unjust enrichment, conversion, and conspiracy.
Plaintiffs alleged that each defendant owed plaintiffs and the class duties due
to their status as fiduciaries, financial advisors, agents and control persons.
Plaintiffs further asserted liability against defendants for improper sales and
marketing practices, mismanagement of the Partnerships, and concealing such
mismanagement from investors in the Partnerships.
Plaintiffs also alleged that the offering materials prepared by the
General Partner for use by third-party brokers misrepresented the purchases of
units in the Partnerships as safe, non-speculative investments with annual
double-digit cash distribution rates, and that the General Partner, other
defendants and non-defendant brokers misled class members by failing to disclose
what plaintiffs alleged to be the actual risks associated with investing in the
Partnerships. Plaintiffs sought unspecified compensatory and recissory damages,
as well as punitive damages, and have offered to tender their units back to the
defendants. Defendants have denied all of the allegations.
In March 1997, the defendants removed the Alabama action from the
Alabama state court to the United States District Court for the Southern
District of Alabama, Southern Division (Civil Action No. 97-0177-BH-C) based on
the diversity jurisdiction of the United States District Court. Defendants
removed the Alabama action to the Alabama federal court because defendants
believed that the case should have been brought in federal court and that
plaintiffs had incorrectly filed the complaint in Alabama state court because
Alabama state courts are widely perceived to be predisposed in favor of
plaintiffs in class actions, more likely to certify a putative class than the
federal courts, and more likely to award punitive damages. Defendants were also
aware of the practice of plaintiffs attorneys to file national class actions in
Alabama state court where very few plaintiffs reside in order to take advantage
of these perceived court-specific advantages.
After defendants removed the case to Alabama federal court, plaintiffs
filed a motion to remand the case back to Alabama state court. The Alabama
federal court denied plaintiffs' motion, after which plaintiff successfully
appealed the Alabama federal court's ruling to the Court of Appeals for the
Eleventh Circuit.
Further, in December 1997, the Alabama federal court granted
defendants' motion to compel arbitration of the named plaintiffs' claims, based
on an agreement to arbitrate contained in the Partnership Agreement of each
Partnership. The Alabama federal court's ruling meant that each plaintiff could
not prosecute the Alabama action as a class action in federal court, but instead
would have been likely required to pursue his or her claim in individual
arbitration proceedings, all in San Francisco, as provided for in the
Partnership Agreement. Plaintiffs therefore also appealed this significant
decision, but in June 1998 voluntarily dismissed their appeal pending settlement
of the Alabama action, as discussed below.
On June 5, 1997, the defendants were sued in another putative class
action filed in the San Francisco Superior Court, San Francisco, California,
Case No. 987062 (the "California action"). The plaintiff in the California
action is an investor in Fund V, and filed the complaint on her own behalf and
on behalf of all class members similarly situated who invested in the limited
partnerships for which the General Partner acts as the general partner,
including the Partnerships. The California action alleges the same facts and the
same causes of action as in the Alabama action, plus additional causes of action
against all of the defendants, including alleged unfair and deceptive practices,
constructive fraud, and violations of the California Securities Law of 1968.
In July 1997, defendants filed with the United States District Court
for the Northern District of California (Case No. C-97-2847 VHO) a petition
under the Federal Arbitration Act seeking, as in the Alabama action, to compel
arbitration of the California plaintiffs' claims and for an order staying the
California state court proceedings pending the outcome of the arbitration sought
by the petition. In October 1997, the California federal court denied
defendants' petition, but in November 1997, agreed to hear the General Partner's
motion for reconsideration of this order. That the California federal court
decided to reconsider its ruling denying defendants' motion to arbitrate was
also significant since that court's reconsideration created the risk for
plaintiffs that the California federal court would follow the ruling of the
Alabama federal court, and therefore, like in the Alabama action, the California
action would not be able to proceed as a class action in the federal courts, but
would instead likely have to proceed as an individual arbitration for the
California plaintiff and any other plaintiff in the California action. The
hearing on this motion for reconsideration has been taken off calendar and the
California federal court has dismissed the petition pending settlement of the
California action. The California state court action is stayed pending such
resolution.
After the California federal court in November 1997 agreed to hear
defendants' motion for reconsideration of their petition to compel arbitration
of the California action, and the Alabama federal court granted defendants'
motion to compel arbitration in the Alabama action, the parties commenced
serious settlement negotiations. Negotiations were long and involved, and
required Class Counsel to review materials relating to the Partnerships that
they had collected in other proceedings against brokers and from defendants in
this litigation. Material terms over which the parties negotiated included the
dollar amount of the monetary settlement, when defendants would fund the
monetary settlement (which would commence the payment of interest), the claims
procedures by which class members would file claims against the monetary
settlement fund, the benefits to the limited partners if the term of the
Partnerships were extended, the determination to include each Partnership in the
equitable settlement, the repurchase of units by the Partnership for a
percentage of their net asset value, the deferral of Management Fees by the
General Partner's subsidiary, the return threshold for the General Partner's
subsidiary becoming entitled to receive the deferred portion of the Management
Fee, the payment of additional compensation to the General Partner for
performing services during the Extension, and the definition and scope of the
settlement classes which would participate in the claims process and the
equitable settlement and would release claims against defendants and others.
On February 9, 1999, Class Counsel and the defendants entered into a
settlement stipulation providing for a monetary and equitable settlement of both
the Alabama action and California action, and filed the settlement stipulation
and supporting papers in the Alabama federal court. The Alabama federal court
preliminarily approved the stipulation on June 29, 1999 after a hearing attended
by representatives of defendants and plaintiffs. Although the procedure by which
the Amendments will be voted upon has been [preliminarily] approved by the
court, neither Class Counsel nor counsel for the General Partner specifically
directed the court's attention to the fact that the negative consent voting
procedure is contrary to the voting procedures set forth in the Partnership
Agreement. The Alabama federal court also preliminarily certified two classes
for settlement purposes, a monetary class and an equitable class, approved the
forms of notices to be sent to class members, and scheduled a date for a final
fairness hearing at which all class members will have an opportunity to be
heard.
Since the commencement of the Alabama action, which includes the period
of settlement negotiations, the General Partner has not considered involving the
Partnership in a merger, acquisition, combination, consolidation or joint
venture with other entities in the equipment leasing business. The General
Partner also has not been aware of any such offers to so involve the
Partnership. However, the General Partner's corporate parent has retained an
investment banker to consider strategic alternatives, including a merger,
consolidation, and sale of all of its business or assets, and any such
transaction could involve the General Partner.
SUMMARY OF SETTLEMENT. The settlement is comprised of two parts, the
monetary settlement, which involves the Partnerships and PLM Equipment Growth
Fund IV ("Fund IV"), and the equitable settlement in which only the Partnerships
(and not Fund IV) may participate, as more fully set forth in the accompanying
two separate notices of the equitable and monetary settlements. The monetary
settlement in part requires defendants to pay up to $6,600,000 in settlement of
the monetary class claims. The General Partner's parent is responsible for
$330,000 of this amount with the balance funded by insurance. $6,000,000 was
deposited into a settlement account on July 21, 1999, and the additional
$600,000 will be deposited shortly. Monetary class members who properly file
claims with the settlement administrator will be paid in accordance with a plan
of allocation that was formulated by Class Counsel and is to be considered for
final approval by the court. Amounts payable to monetary class members will be
reduced by the fees paid to Class Counsel from the monetary settlement, which
will be no greater than one-:third of the monetary settlement. The equitable
settlement contemplates the extension of the Reinvestment Period and the
deferred liquidation of the equipment in each Partnership, as set forth in
detail in this document.
CLASS MEMBERS. The monetary class consists of, among others, all
persons whom between May 23, 1989 and June 29, 1999 purchased units in the
Partnerships and Fund IV, regardless of whether they currently hold units. The
General Partner is also the general partner of Fund IV. The equitable class
consists of, among others, all persons who were unitholders in the Partnerships
as of June 29, 1999 or their successors and/or assignees. There is substantial
overlap between the two classes and they are not mutually exclusive. Most
everyone who is a member of the equitable class will also be a member of the
monetary class (only those unitholders who acquired their units in a Partnership
after June 29, 1999 will not be monetary class members).
APPROVAL PROCEDURE FOR THE EQUITABLE SETTLEMENT. The equitable
settlement provides that, assuming other conditions are met, including court
approval, the Partnership Agreement will be amended to give effect to the
Amendments unless limited partners holding 50% or more of the units in such
Partnership vote against one or more of the Amendments. Limited partners have
until ______________, 2000 to vote against one or more of the Amendments.
Thus, the Partnership will participate in the equitable settlement if:
(1) limited partners holding less than 50% of the units of a given
Partnership vote against one or more of the Amendments;
(2) the court approves of the Partnership being included in the
equitable settlement; and
(3) the other terms and conditions of the settlement stipulation are
satisfied or waived.
Under the Partnership Agreement, implementation of the Amendments could
only be effected by obtaining the approval of the limited partners holding
two-thirds of the units. However, because the Amendments are subject to a
judicial determination and court order following the fairness hearing (as
provided for in the settlement stipulation), the Amendments will be effective,
subject to the other conditions just described above, unless 50% or more of the
units vote against one or more of the Amendments (the negative consent voting
procedure). The General Partner is recommending the negative consent voting
procedure involving the Amendments, since such procedure makes their approval
more likely. Any limited partner objecting to this change in the voting
procedure (or to any other part of the equitable settlement) will have the
opportunity both to vote against the Amendments by submitting a signed Voting
Form by ________________, 2000 and/or to object to them in court at the final
approval hearing on ____________, 2000 by following the instructions contained
in the equitable notice accompanying this solicitation. At that hearing, the
Alabama federal court will hear and consider any such objections (as well as
objections from class members who are not limited partners), as well as other
submissions by Class Counsel and defendants, as part of its determination of
whether both the equitable and monetary class settlements are fair and
reasonable resolutions of this litigation. As part of that determination, the
Alabama federal court will consider any objection to any part of the settlement
including objections to that part of the equitable settlement that alters the
Partnership's voting procedures.
EFFECT ON RIGHTS OF LIMITED PARTNERS. An equitable class member has the
right to vote against the equitable settlement by voting against one or more of
the Amendments by delivery of a Voting Form pursuant to this solicitation
statement and/or to object to the equitable settlement in court by following the
procedures set forth in the equitable notice which accompanies this solicitation
statement. An equitable class member may not opt out of the equitable
settlement, and upon approval of the equitable settlement by the court, the
Amendments will be approved and all equitable class members will be participants
in the equitable settlement.
Approval of the equitable settlement will result in the full and
complete settlement, discharge and release of the claims by the equitable class
members against the General Partner, affiliates of the General Partner and other
defendants in connection with or which arise out of the allegations made in the
litigation irrespective of whether the equitable class member voted against the
Amendments or objected to the equitable settlement in court, unless the
equitable class member is also a monetary class member who properly opted out of
the monetary settlement. A member of the equitable class who is also a member of
the monetary class and who has opted out of the monetary class may pursue an
individual claim regardless of the outcome of the equitable settlement.
The class members' retention of rights to pursue defendants in the
monetary settlement occurs because the settling parties are asking the court to
approve the equitable and monetary settlement as two separate, albeit related,
class action settlements. And accordingly, each class member who has released
defendants by virtue of approval of the equitable settlement will, if they
properly opted out of the monetary settlement, not have released defendants in
the monetary settlement. But each class member who does not opt out of the
monetary settlement will be restrained from commencing or prosecuting any claims
settled and released as part of the monetary settlement.
A class member who chooses to vote against the amendments and/or object
to the equitable settlement in court is not, however, required to opt out of the
monetary settlement, and may still participate in the benefit of such settlement
if approved by the court.
The equitable settlement will not be approved by the court if the
monetary settlement is not approved (the monetary settlement may be approved
even if the equitable settlement is not approved).
If defendants elect to terminate the equitable settlement for the
reasons discussed below, class members will still have the right to opt out of
the monetary settlement if they wish to pursue claims against the General
Partner, other defendants, or others. If defendants elect to terminate the
monetary settlement as well, class members will also retain whatever rights they
previously had to pursue any claims they might have had against the General
Partner, other defendants or others.
CLASS COUNSEL
Class Counsel consists of law firms located throughout the United
States, each of which is unaffiliated with the General Partner. Such firms were
selected by the individual plaintiffs who commenced or intervened in the
litigation, all of whom are limited partners, to represent and act on behalf of
other limited partners and unitholders in the litigation, including settlement
of the litigation. Class Counsel are coordinated by Michael E. Criden of the law
firm of Hanzman, Criden, Chaykin, Ponce and Heise in Miami, Florida.
Each of plaintiffs' law firms is experienced in representing investors
in securities and limited partnership class action litigation, and each has
represented investors in complex settlement negotiations resulting in a variety
of settlement transactions. Class Counsel investigated the claims asserted
against the defendants in the litigation, conducted discovery, including the
review of numerous documents, and conducted extensive negotiations with the
General Partner resulting in the settlement.
Class Counsel may be considered to have a conflict of interest in their
support of the equitable settlement, of which the proposed Amendments form an
integral part, because Class Counsel intends to apply to the court for an award
of fees and reimbursement of expenses. See "CONFLICTS OF INTEREST - Conflict of
Interest of Class Counsel." Class Counsel's fee application is subject to the
approval of the court.
Class Counsel will not receive attorneys' fees from the Partnership or
the limited partners in the event the Amendments are not approved or if the
defendants elect to terminate the equitable settlement.
PROVISIONS OF THE AMENDMENTS
The Amendments, if approved by the court and the limited partners, will
consist of five material components, each described below:
o the extension of the Reinvestment Period by 3 years;
o the extension, until January 1, 2007, of the date by which the General
Partner must liquidate all of the Partnership's equipment, which date
is 3 years beyond what is contemplated by the Partnership Agreement;
o the 1 1/2 year deferral of the Manager's receipt of 25% of its
Management Fee until specified performance levels are achieved by the
Partnership;
o the offer of the Partnership to repurchase up to 10% of its units from
equitable class members at 80% of their net asset value; and
o an increase in the limitation on compensation the General Partner can
receive.
THE EXTENSION OF THE REINVESTMENT PERIOD
The Reinvestment Period will be extended, permitting the General
Partner to reinvest cash flow, surplus funds or retained proceeds in additional
equipment into the year 2004, which will allow 3 additional years of
reinvestment.
THE DELAYED LIQUIDATION DATE
The Partnership Agreement contemplates that the Partnership's equipment
will be liquidated by approximately January 1, 2004. The Amendments will extend
that date by 3 years, until January 1, 2007. The General Partner however, may,
at its discretion, extend the liquidation process beyond January 1, 2004 if the
General Partner believes such extension will enable the Partnership to dispose
of its assets on more favorable terms, pursuant to the provisions in the
Partnership Agreement.
THE MANAGEMENT FEE DEFERRAL
Commencing January 1, 2005 and continuing for 1 1/2 years, the Manager
will defer receipt of 25% of the Management Fee it would otherwise be entitled
to receive from the Partnership pursuant to the Partnership Agreement. For
equipment management services rendered to the Partnership in 1999, the Manager
was paid a Management Fee of $1,180,047.
The time period over which the Manager agrees to defer receipt of 25%
of the Management Fee will end June 30, 2006. The deferred portion of the
Management Fee will be accrued by the Manager during the that period, and will
not be earned or paid to the Manager unless there is an annualized increase of
at least 10% in the actual cash flow received by the limited partners relative
to the cash flow which the General Partner projects would have been received by
limited partners commencing January 1, 2000 if the Partnership were to be
liquidated as contemplated by the Partnership Agreement. The deferred portion of
the Management Fee, if earned, will be paid to the Manager from any additional
cash flow of the Partnership until paid in full.
THE REPURCHASE
In structuring the equitable settlement, the General Partner sought to
make available an immediate liquidity option to limited partners who might
oppose the Amendment and/or those who wish to sell their units in the
near-future, capped at-ten percent (10%) of the outstanding units. Currently,
limited partners have two ways of selling their units. They can sell them on the
secondary market, in which price is volatile and volume is low (9 trades in the
November/December 1999 issue of "Partnership Spectrum", at prices of between
$7.00 and $8.69 per unit), or they can tender them to the Partnership for
repurchase. However, the Partnership Agreement presently only allows the
Partnership to repurchase, on an annual basis, up to two percent (2%) of the
outstanding units, at a price of one hundred and five percent (105%) of a
limited partner's net unrecovered capital per unit (original investment amount
less distributions received through the repurchase date, per unit). As of
December 31, 1999, 105% of net unrecovered capital for a limited partner who
bought his or her units upon commencement of the Partnership was $9.35 per unit,
and for the average limited partner who bought units at any time during the
offering period, 105% of net unrecovered capital was $10.79 per unit.
Currently, the Partnership is obligated only to repurchase units if the
General Partner determines that such repurchase would not impair the capital or
operations of the Partnership. Additionally, the Partnership Agreement
prioritizes repurchase requests, with first priority going to units owned by
estates, then to IRAs and other qualified plans, and finally to all other
limited partners.
In light of this lack of liquidity, the General Partner believes that
offering to repurchase up to ten percent (10%) of all outstanding units at
eighty percent (80%) of net asset value reflects an appropriate discount for
immediate liquidity. As of December 31, 1999, 80% of net asset value, on a per
unit basis, was $9.26. If the Repurchase is approved as part of the Amendments,
the Partnership's discretionary ability to repurchase units for 105% of a
limited partner's net unrecovered capital will terminate and the Partnership is
projected to spend $4,930,583 for this one-time repurchase.
Any equitable class member intending to submit for repurchase some or
all of his, her or its units must indicate this intention on the repurchase
request that they receive along with the equitable notice and this solicitation
statement. The repurchase price for each unit shall be determined as follows:
first, the net asset value of the Partnership (the value of all equipment owned
by the Partnership as determined by the General Partner as of the fiscal quarter
immediately preceding the repurchase date, plus any cash, uncollected
receivables and any other assets, less accounts payable, debts and other
liabilities of the Partnership as of the same date) will be divided by the
number of outstanding units to determine the net asset value per unit. Then, the
net asset value per unit will be multiplied by 80% to determine the repurchase
price per unit. The repurchase of units will be completed not later than the end
of the first fiscal quarter after final court approval of the equitable
settlement.
If the eligible class members request that the Partnership repurchase
more than 10% of its outstanding units, the Partnership will repurchase up to
10% of the outstanding units pro rata within certain groups of established
priorities based on the number of units offered for repurchase in each such
group, or as close to a pro rata basis as is reasonably possible. Any such pro
rata allocation adjustment will be determined by the claims administrator,
giving first priority to units owned by estates, IRAs and qualified plans, in
that order, and which were purchased in the initial offering. In the event that
the total number of units requested by eligible class members to be repurchased
exceeds 10% of that Partnership's outstanding units, the General Partner will
have the option, but not the obligation, to purchase these excess units with its
own monies and on its own behalf.
THE FRONT-END FEE INCREASE
The current limitation on Front-End Fees payable to the General Partner
will be increased by twenty percent (20%). The current limitation is based upon
the guidelines issued by NASAA. The Front-End Fee Increase will have the effect
of increasing the total compensation permitted to be paid to the General Partner
and its affiliates, if earned, by the amount of the Front-End Fee Increase. The
General Partner and Class Counsel agreed to this fee increase to compensate the
General Partner for the additional services it will perform during the Extension
(an additional three years). Without this increase, the General Partner would
not necessarily have agreed to the Amendments, which the General Partner
believes will benefit the limited partners for the reasons described below.
<PAGE>
COMPARISON OF EXTENDING THE REINVESTMENT PERIOD AND THE EXTENSION (AND THE
BENEFITS THEREOF) TO TERMINATION OF REINVESTMENT AND LIQUIDATION OF EQUIPMENT AS
SCHEDULED
The Amendments are being proposed by the General Partner in connection
with the equitable settlement and pursuant to the settlement stipulation. The
structure, terms and conditions of the Amendments have been negotiated at arm's
length with Class Counsel acting on behalf of the equitable class. The General
Partner is recommending that the limited partners not vote against the
Amendments because it believes, for the reasons set forth below, that extending
the Reinvestment Period, and the Extension, both are in the best interests of
the limited partners.
To date, the Partnership has acquired and operated transportation
equipment to generate cash flow to pay the expenses and obligations of the
Partnership and to make distributions to the limited partners with any remaining
cash flow. The General Partner is generally permitted to reinvest proceeds from
the sale of equipment through 2001, after which the Partnership will enter the
holding phase of its life. During the holding phase, the General Partner is
permitted to continue leasing equipment under existing leases, to enter into new
leases, or to sell equipment. Once equipment is sold during the holding phase,
the proceeds may be used to repay Partnership debt, to maintain an appropriate
level of working capital reserves, and to make distributions to limited
partners. The proceeds cannot be reinvested in additional equipment, however.
The holding phase will be followed by the liquidation phase, when the General
Partner will undertake the orderly and businesslike liquidation of the equipment
and will begin to wind up the affairs of, and liquidate, the Partnership. The
Partnership Agreement contemplates that the Partnership's equipment will be
liquidated by approximately January 1, 2004, although it allows the General
Partner discretion to extend the liquidation process beyond January 1, 2004 if
the General Partner believes additional time will lead to more favorable
disposition terms. Absent the Extension (or the exercise of discretion by the
General Partner as permitted by the Partnership Agreement), the General Partner
plans on completing the liquidation of the Partnership's equipment by January 1,
2004.
In reviewing the Partnership's portfolio and in connection with the
litigation, the General Partner analyzed the continued operation of the
Partnership and liquidation of Partnership equipment substantially in accordance
with the timetable described above. The Partnership portfolio on December 31,
1999 consisted, on an original cost basis, of approximately $33.5 million in
aircraft equipment, $42 million in marine vessels, $9.6 million in railcars,
$19.4 million in containers and $16.9 million in trailers (totaling
approximately $121.4 million), which equipment the General Partner believes had
a fair market value of $82.4 million as of December 31, 1999. The General
Partner determined that, in general, certain types of equipment were
underperforming (marine vessels and aircraft) and other types of equipment were
meeting or exceeding expectations (railcars, containers and trailers). The
General Partner believes that Partnership performance can be improved if the
Partnership continues to hold and operate certain assets beyond the current
expected liquidation date and if specific underperforming assets are sold and
the proceeds reinvested in assets which would earn yields of 11.1% and 11.8%
(assuming the extension of the Partnership debt and no extension of such debt,
respectively), which the General Partner believes can be obtained for the
reasons described below.
CONTINUED OPERATION OF ASSETS. The General Partner believes that it can
continue to rent and operate the higher performing assets beyond 2003 and that
such assets will generate cash flow from continued rentals and eventual sales,
the present value of which are expected to exceed the present value of continued
rentals and the sales proceeds of that same equipment based upon the presently
expected liquidation date. Much of this equipment, because of its age and/or
operating characteristics, is not expected to experience significant reductions
in its estimated fair market value through the Extension, yet this same
equipment can be leased to third-party users at rental rates only slightly lower
than those commanded by similar equipment (notwithstanding higher maintenance
and repair costs on older equipment, which is taken into account when setting
lease rates) that is newer and has a higher fair market value Absent unforeseen
changes in the marketplace for these types of equipment The General Partner does
not believe that the fair market value of these assets will materially decline
between the time the General Partner would liquidate the equipment pursuant to
the terms of the Partnership Agreement and the time the General Partner would
liquidate the equipment during the Extension.
Based on these factors, the General Partner believes that this
equipment is well positioned to earn favorable returns for limited partners over
the next five to seven years when compared to its current fair market value. For
example, the General Partner has calculated projected returns on the
Partnerships' portfolio of railcars, containers and trailers (not including
equipment purchased during the last two years) from January 1, 2000 through the
Partnerships' expected liquidation pursuant to the terms of the Partnership
Agreements, and pursuant to the Extension, using the assumptions set forth on
pages 20 through 23. The General Partner projects the returns on this group of
assets on a weighted average basis to be 14% (assuming no leverage on the
equipment) to 18% (assuming 20% leverage on the equipment) if the equipment were
liquidated during the time frame specified in the Partnership Agreement,
compared to 16% (assuming no leverage on the equipment) to 19% (assuming 20%
leverage on the equipment) if the equipment were liquidated during the proposed
Extension. However, there can be no assurance that such equipment will earn the
projected returns, as the equipment markets in which the Partnership operates
are subject to risks, uncertainties and other factors that may cause performance
to be materially different from historical performance of the Partnership.
Additionally, there can be no assurance that the General Partner would not
determine to sell certain types of equipment if it determined such sale to be in
the best interests of the Partnership.
REINVESTMENT OF PROCEEDS INTO ADDITIONAL EQUIPMENT. The General Partner
from time to time identifies assets which it intends to sell for any number of
reasons, including because the asset's performance is not meeting the General
Partner's expectations and is not expected to improve, or to pay down
Partnership debt. In the absence of the extension of the Reinvestment Period,
sales proceeds from assets sold could be used to reinvest in additional
equipment (to the extent such proceeds were not needed to pay down debt or for
partnership operations) through December 31, 2001. With the extension of the
Reinvestment Period, sales proceeds may be used as available to purchase
additional assets through December 31, 2004. The General Partner believes that
the Partnership performance will be improved during the Extension if, in
addition to the continued lease of higher performing assets, available
Partnership funds from the sale of poorer performing assets are reinvested in
equipment with yields of approximately 11.1% and 11.8% (assuming the extension
of the Partnership debt and no extension of such debt, respectively), which
yields the General Partner has assumed can be achieved based upon returns
projected to be earned on equipment purchased over the last two years, taking
into account the change of strategy. These yields approximate the discount rate
of 11.1% applied in evaluating the benefit to the limited partners of the
Extension and extended Reinvestment Period (see Page 24). While such
transactions will make up only a small percentage of the overall portfolio, they
will allow Partnership overhead and other fixed costs to be spread out over a
larger portfolio, resulting in a decrease in such costs as a percentage of
Partnership revenues. The General Partner believes it will be able to identify
equipment for the Partnership to acquire using the reinvestment funds with
projected returns similar to those described below for marine containers and
railcars (See Equipment Transactions Entered into Since January 1998.)
The Partnership currently has $20 million in debt outstanding under a
loan agreement scheduled to be repaid in annual installments of between $3 and
$4 million over the next six years. If the Extension is approved, the General
Partner may seek to renegotiate the debt, thereby changing the time at which
payments of principal must be made to a date later than currently scheduled.
Assets which would otherwise have to be sold during the Reinvestment Period (in
order to pay down the debt) would then either: (i) remain in the portfolio in
order to continue to generate revenue; or (ii) be sold and the proceeds used to
reinvest in additional equipment. During the three-year extension of the
Reinvestment Period, and assuming the debt is paid down as currently scheduled,
the General Partner projects that it will have approximately $2.5 million
available from the sale of assets for reinvestment. If the debt is renegotiated,
the General Partner projects that it will have up to $11 million available from
the sale of assets for reinvestment. However, there can be no assurance that
suitable equipment transactions will be available or that projected returns will
be realized as the equipment markets in which the Partnership operates are
subject to risks, uncertainties and other factors that may cause performance to
be materially different from that described below or even from historical
performance of the Partnership. It should also be noted that the General Partner
will be entitled to equipment acquisition and lease negotiation fees when
additional equipment is acquired and initially leased out. See "RISK FACTORS,"
"CONFLICTS OF INTEREST" and "CAUTIONARY STATEMENT."
<PAGE>
EQUIPMENT TRANSACTIONS ENTERED INTO SINCE JANUARY 1998. Since January
of 1998, the General Partner has acquired, on behalf of the Partnerships and
Professional Lease Management Income Fund I, L.L.C. ("LLC") $153,956,000 of
equipment as specified below:
Type of equipment Total Expenditures by
the Partnerships and Expenditures for
LLC VII
Marine Containers $ 52,080,000 $17,883,000
Marine Vessels $ 51,819,000 --
Aircraft and Spare Parts $ 40,325,000 $16,363,000
Portable Heaters $ 4,115,000 $ 4,115,000
Railcars $ 3,929,000 --
Trailers $ 1,688,000 --
----------- -------------------
Total $153,956,000 $38,361,000
The General Partner has calculated projected returns on this equipment
assuming the Amendments are approved and, except as otherwise specifically
noted, the equipment is held until liquidation of each program (fourth quarter
2006). The returns were calculated on the following basis:
(i) the acquisition cost of the equipment was increased to include
Front-End Fees;
(ii) projected equipment revenue was reduced to reflect Management Fees
that have been and will be paid, and reduced to reflect an allocation
of overhead;
(iii) projected returns are expressed on a cash basis, pre-tax;
(iv) the equipment lessees do not default and the equipment has no time off
lease, except as otherwise noted below (the Partnership has had
significant off-lease and default experience over the last two years,
however); and
(v) the Partnership does not need to make any unbudgeted expenditures for
equipment repair and modification.
MARINE CONTAINERS
In 1998 and 1999 the General Partner acquired and leased on a long-term
basis 19,970 predominately new (in no event more than 2 years old) 20', 40' and
40' Hi Cube dry maritime containers at a cost of $52,081,000 ($17,883,000 for
the Partnership). This equipment is projected to return on a weighted average
basis 11.2% (11.4% for the Partnership).
MARINE VESSELS
Anchor Handling Tug/Supply ("AHTS") Vessels
During the first six months of 1998, the General Partner acquired, in
two separate transactions, 3 AHTS vessels for $28,025,000. Based on the current
lease rates, the General Partner originally projected returns on these
investments from 9.2% to9.1%. During the third quarter of 1999, one of the
partnerships managed by the General Partner had a vessel similar to these three
vessels come off lease. Based upon the re-lease rate achieved on that vessel,
which is lower than that currently being earned by these 3 vessels, the General
Partner has determined to sell these vessels in 2001 and has revised the
projected return on these three vessels to between 2.1% and 2.4%.
Product Tanker
During the second quarter of 1998, the General Partner acquired a
product tanker for $17,000,000. The expected return on this investment, based
upon the General Partner's projected future charter rates when the vessel was
acquired, was 9.2%. Based upon the vessel's actual performance and projected
future charter rates, the General Partner will shortly be marketing this vessel
for sale, and the projected return on this investment has been reduced to
(0.5)%.
Handy Sized Bulk Carrier Vessel
In the first quarter of 1999, the General Partner acquired for one of
the programs a handy sized bulk carrier vessel for $6,674,000. At the time the
vessel was acquired, based upon projected charter rates and vessel residual, the
General Partner projected the return on this vessel to be 13.8%. Several months
after acquiring this vessel, based upon unanticipated softness in charter rates
available in the market for vessels of this type, the General Partner
re-evaluated the projected return this asset would yield, and, concurrent with
continuing to charter the vessel, began marketing the vessel for sale. The
vessel was sold in October of 1999 for $7,500,000 yielding a return of 13.1%.
See "CHANGE OF STRATEGY."
AIRCRAFT AND AIRCRAFT SPARE PARTS
In 1998 the General Partner, on behalf of one of the programs, acquired
and leased to an airline a portfolio of aircraft spare parts for $2,175,000. The
expected return to the program on this portfolio investment is 10.1%, assuming a
sale in December 2003 at the end of the lease term.
In 1998 the General Partner acquired an MD 82 "stage three" aircraft
and assumed the remaining long-term lease with an airline, for $15,550,000. The
Partnership owns 50% of this asset. The projected return on this investment is
9.3%, assuming a sale at the end of the lease in the second quarter of 2003.
In 1999, the General Partner acquired a 737-300 aircraft for
$22,500,000, owned 38% by the Partnership. At the time of purchase, it was
expected that this aircraft would be leased promptly at a lease rate and with an
expected residual that would yield a return on this investment of 8.5%. The
Aircraft has not yet been leased. The General Partner is now projecting that it
will be leased in the first quarter of 2000 at a lease rate and with an expected
residual that will result in a return on this investment of 2.7%, assuming a
sale of this asset in the third quarter 2005. See "CHANGE OF STRATEGY."
PORTABLE HEATERS
In 1998 the General Partner acquired 638 portable heaters for the
Partnership at a cost of $4,115,000, subject to a four-year lease. The General
Partner expected that this equipment would yield a return of 13.9%. After
approximately one year, the lessee of the heaters encountered financial
difficulties and ceased paying rent on the equipment. The lessee was declared in
default under the lease, and the equipment was sold approximately 18 months
after purchase. The actual return on this equipment was 4.0%.
RAILCARS
The General Partner acquired, in three separate transactions, 215 tank
railcars at a cost of $3,929,000. The railcars are on various medium to long
term leases, ranging from 1 to 5 years. This equipment is projected to return on
a weighted average basis 14.7%.
TRAILERS
In 1999 the General Partner acquired 75 new, dry, over-the-road
trailers, at a total cost of $1,688,000. These trailers are operating under a
revenue sharing agreement with a major carrier and are projected to have a
return on investment of 10.7%.
CHANGE OF STRATEGY
In light of the historical performance of the Partnership's marine
vessel and aircraft investments, as discussed in this Section, the General
Partner recently changed the investment strategy it will employ on behalf of the
Partnership. In this regard, the General Partner believed in 1998 and early 1999
that the marine vessel market was at a low point, both in terms of the cost to
acquire equipment and lease rates. The General Partner also believed that there
would be an upturn in the marine vessel market such that the continued
acquisition of vessels for the Partnership would meet the targeted investment
return threshold, notwithstanding the then current lease rates. Towards the end
of the first quarter of 1999, based upon a re-analysis and forecast of vessel
market trends, the General Partner determined that it did not believe the vessel
market would sufficiently recover during the time horizon required in order to
meet the previous projections and the General Partner then re-evaluated the
projected return of the Partnership's vessels. As a result, the General Partner
has decided to curtail acquiring any additional vessels and to sell all of the
Partnership's vessels over the next 2 years.
Furthermore, as a result of its experience in the aircraft market, the
General Partner will no longer invest Partnership funds in commuter aircraft or
aircraft that, at the time of acquisition, is not subject to lease or for which
it does not have a binding lease commitment. Additionally, the General Partner
will not lease aircraft to lessees located in less developed countries whose
legal system may not allow the Partnership to effectively enforce its rights
under a lease, absent an unusually attractive lease rate or satisfactory credit
support. See "RISK FACTORS," "CONFLICTS OF INTEREST" and "CAUTIONARY STATEMENT."
COMPARISON OF ALTERNATIVES TO THE EXTENSION
GENERAL. To assist the limited partners in evaluating the Amendments,
the General Partner has computed estimates of the following:
o the value of a unit, on a present value basis, assuming that
the Partnership renegotiates its debt agreement, reinvests in
equipment through the Reinvestment Period (December 31, 2004),
and then liquidates its equipment at the end of the Extension
(by January 1, 2007)
o the value of a unit, on a present value basis, assuming that
the Partnership does not renegotiate its debt agreement,
reinvests in equipment through the Reinvestment Period
(December 31, 2004), and then liquidates its equipment at the
end of the Extension (by January 1, 2007)
o the value of a unit, on a present value basis, assuming that
the Partnership reinvests in equipment through approximately
December 31, 2001, and then liquidates its equipment by
approximately January 1, 2004; and
o the value of a unit if the Partnership's equipment
hypothetically had been liquidated on September 30, 1999, in
order for the Partnership to liquidate and for the
Partnership's investors to receive a final liquidating
distribution by December 31, 1999.
The present value of a unit represents the value as of December 31, 1999 of the
sum of the estimated distributions per unit to be received by limited partners
from January 1, 2000 through the date of liquidation of the Partnership,
discounted for the time value of money, which the General Partner has assumed to
be 11.1%. The present value of a unit does not include Partnership distributions
paid to investors from the date of their investment through December 31, 1999.
GENERAL PARTNER'S ASSUMPTIONS. The General Partner has made certain
assumptions in order to estimate the value of a Partnership unit as of each time
period described above.
For liquidation as of December 31, 1999, the General Partner has
assumed that the Partnership equipment was sold in an orderly liquidation (i.e.,
a willing buyer, a willing seller, and closing of the sale within 90 days) on
September 30, 1999. The primary component of this analysis, the estimated sales
proceeds that could be received upon the sale of the Partnership's equipment
assets, was determined by the General Partner's best estimate of the current
market values of such assets based on the opinions of the General Partner's
staff equipment specialists. These opinions were reached based on the
specialists' knowledge of the equipment markets for which they are responsible,
including their knowledge of or research into recent similar transactions in the
marketplace, if any. Estimated sales proceeds, working capital, collection of
accounts receivable and liquidation of other assets were then aggregated and,
from this total, all existing debt, including prepayment penalties, if any, as
well of the payment of any other liabilities was assumed to be paid out in the
fourth quarter of 1999. The General Partner assumed that a final distribution to
investors would be made by December 31, 1999. The specific projections of sales
proceeds, expenses and other cash flow items made by the General Partner are set
forth on the chart in Appendix B. The Partnership equipment was not liquidated
on December 31, 1999, and the General Partner currently has no plan to liquidate
the Partnership's entire portfolio of equipment prior to the time frame
contemplated by the Partnership Agreement, whether or not the Amendments are
approved.
For liquidation pursuant to the terms of the Partnership Agreement
(equipment liquidation by January 1, 2004), the General Partner has made
assumptions as to the financial performance of each item of equipment currently
owned by the Partnership, including expected lease revenues, operating expenses,
date of sale and the amount of sale proceeds. Lease revenues, operating
expenses, and sale proceeds for currently owned equipment were estimated based,
in part on the General Partner's and its staff equipment specialists' historical
experience with each particular asset or asset type, and in part on the opinions
of its equipment specialists as to the future performance of each asset and
their expectation of the trends in the various equipment markets, as further
described below in "Currently Owned Equipment Assumptions." Limited Partners
should bear in mind that the Partnership has had significant off-lease and bad
debt experience over the last two years, and from its inception through
September 30,1999, the Partnership has had uncollected lease revenue (bad debt)
of 1.73% and equipment off-lease experience of 5.8% (expressed as a percent of
the original cost of all equipment purchased). The General Partner has also
assumed that between January 1, 2000 and December 31, 2001 additional equipment
with a total original equipment cost of $7 million is purchased on behalf of the
Partnership and that Front-End Fees of $321,000 are paid to the General Partner
for equipment acquisition and lease negotiation services, with the source of
funds being the proceeds from the sale of other assets. The General Partner has
not identified any particular assets or related lease transactions for such
reinvestment, but assumed that assets purchased in the aggregate could yield a
pre-tax cash return of 8.2%, as further described below in "Newly Acquired
Equipment Assumptions." Proceeds received from the sale of assets were applied
as required to pay off Partnership debt and any excess proceeds received after
December 31, 2001, were added to the Partnership's working capital or reserves
or available for distributions to limited partners. The General Partner also
made assumptions regarding the amount of other non-operating expenses and cash
flows of the Partnership, such as the payment of Management Fees, overhead and
other administrative costs, and partnership distributions. The specific cash
flow projections made by the General Partner are set forth on the chart in
Appendix B.
For liquidation pursuant to the proposed extended Reinvestment Period
and Extension (reinvestment through December 31, 2004 and equipment liquidation
by January 1, 2007) with no renegotiation of Partnership debt, the General
Partner made the same assumptions as were made for liquidation pursuant to the
Partnership Agreement, except that the General Partner assumed that an
additional $2.5 million of available partnership funds could be used to purchase
additional equipment through December 31, 2004 instead of through December 31,
2001. Partnership funds were considered to be available if they were not needed
to pay down debt or for the Partnership's working capital or reserves. The
General Partner assumed that the newly acquired equipment could yield a pre-tax
cash return of 11.1% as further described below in "Newly Acquired Equipment
Assumptions." Further, the General Partner assumed that approximately $4,930,583
of Partnership funds, from the Partnership's working capital and asset sales,
would be used to fund the repurchase contemplated by the Amendments in the
second and third quarters of 2000. The specific cash flow projections made by
the General Partner are set forth on the chart in Appendix B.
For liquidation pursuant to the proposed extended Reinvestment Period
and Extension (reinvestment through December 31, 2004 and equipment liquidation
by January 1, 2007) with the renegotiation of Partnership debt, the General
Partner made the same assumptions as were made for liquidation pursuant to the
proposed extended Reinvestment Period and Extension (reinvestment through
December 31, 2004 and equipment liquidation by January 1, 2007) with no
renegotiation of Partnership debt, except that the General Partner assumed that
it was able to renegotiate the Partnership's current debt so that principal
payments become due later than currently scheduled. The General Partner has not
secured the agreement of the Partnerships' lenders to extend the term of the
loan. The General Partner further assumed that the proceeds from assets sold
during the extended Reinvestment Period (some of which would have been used to
pay down the original debt), were used instead to reinvest in $8.5 million of
additional equipment, for a total of $11 million reinvested during the extended
Reinvestment Period. The General Partner assumed that the newly acquired
equipment could yield a pre-tax cash return of 11.8% as further described below
in "NEWLY ACQUIRED EQUIPMENT ASSUMPTIONS." The specific cash flow projections
made by the General Partner are set forth on the chart in Appendix B.
CURRENTLY OWNED EQUIPMENT ASSUMPTIONS. For equipment owned by the
Partnership and for the purposes of estimating a portion of the returns in each
of the scenarios discussed above except for liquidation as of December 31, 1999,
the General Partner has made the following assumptions:
Railcars: The General Partner tracks railcar performance by determining
the number of days per year that a railcar was available to be on-lease and
compares that number to the actual number of days it generated revenues. For the
past 5 years, railcars have historically remained at above 98.5% utilization
pursuant to leases ranging from 1 - 5 years. The General Partner assumed that,
on a going forward basis, the railcars would remain at approximately 97%
utilization. The General Partner also assumed that the lease rates for railcars
would remain steady and that railcar expenses would increase 3% per year, which
assumptions are consistent with lease rate and expense cost trends. The
Partnership's fleet of railcars has not experienced any lessee defaults
resulting in non-payment of rent or other amounts, and the General Partner did
not assume any "bad-debt" in the future. The General Partner has assumed that
railcars can be sold at the end of the partnership term for an average of 76% of
original equipment cost, and at the end of the Extension for an average of 71%
of original equipment cost. These percentages are consistent with the General
Partner's experience in connection with the sale of railcars owned by other
managed partnerships, and based on the opinion of the General Partner's railcar
specialists as to the value of railcars over the next 4 to 7 years.
Containers: The Partnership's container fleet is mostly leased pursuant
to term leases ranging from 3 to 6 years duration, with the remaining containers
in the portfolio being leased on a revenue sharing/utilization basis. When the
term leases expire, those containers will by agreement also be placed into
revenue sharing arrangements with the current lessees, earning revenue based on
their level of utilization and after deducting the costs of operating the
equipment. The General Partner has assumed that containers will earn revenue
based on the actual lease rates through the expiration of the container leases,
and thereafter, based on levels of utilization and lease rates experienced over
the past two years. The General Partner believes that the container industry has
reached a historic low, in terms of both, the cost of new equipment and lease
rates. For example, a new container purchased in 1990 for approximately $2,500
could be purchased today for approximately $1,475, and lease rates have
similarly declined over the same period of time. The General Partner does not
believe lease rates will continue to decline and therefore, has assumed lease
rates consistent with those experienced over the last two years. The
Partnership's fleet of term lease containers has not experienced any lessee
defaults resulting in non-payment of rent or other amounts, and the General
Partner did not assume any "bad-debt" in the future for the term lease
containers. The General Partner has assumed that the containers can be sold
during and at the end of the partnership term for an average of 54% of original
equipment cost, and during and at the end of the Extension for an average of 42%
of original equipment cost, based on the General Partner's experience selling
used containers owned by the Partnership and other managed partnerships, and
based on the General Partner's opinion as to the value of used containers over
the next 4 to 7 years.
Trailers: All of the Partnership's trailers are rented out on a short
term basis out of trailer yards owned and operated by an affiliate of the
General Partner or on a utilization basis pursuant to an agreement with a third
party. For all trailers, the General Partner tracks trailer performance by
determining the number of days per year that a trailer was available for lease
and compares that number to the actual number of days it generated revenues, the
amount of revenues generated and the costs and expenses, including bad debt,
associated with operating the trailer. The General Partner assumed that, on a
going forward basis, the Partnership trailers would remain at the same level of
utilization as during the preceding year, but that revenues would decline at a
rate of 2% per year and costs and expenses would increase at a rate of 3% per
year, consistent with lease rate and cost trends. The General Partner has
assumed that trailers can be sold during and at the end of the partnership term
for an average of 36% of original equipment cost, and during and at the end of
the Extension for an average of 20% of original equipment cost. These
percentages are consistent with the General Partner's experience in connection
with the sale of trailers owned by the Partnership and other managed
partnerships, and based on the opinion of the trailer specialists as to the
value of the trailers over the next 4 to 7 years. The General Partner did not
assume that the Partnership's portfolio of trailers would be sold in bulk, which
is one of the possible results of the strategic review by the parent of the
General Partner. In the event the trailers are sold in bulk, the General Partner
would utilize the proceeds from such sale to pay down debt or to reinvest into
additional equipment for the Partnership if the Partnership was permitted to do
so.
Marine Vessels: Consistent with the General Partner's change of
strategy, all of the Partnership's marine vessels are anticipated to be sold
over the next two years. Because of the short time horizon, the General Partner
assumed that the vessels (which operate on short term charters) would continue
to generate revenues (based on utilization and after taking into account
estimated vessel operating expenses) consistent with current levels during the
period of time the vessels are held. The Partnership has not experienced any
marine vessel lessee defaults resulting in non-payment of rent or other amounts,
and the General Partner did not assume any "bad-debt" in the future for this
equipment. The General Partner further assumed that the marine vessels would be
sold at average prices equal to approximately 28% of original equipment cost.
These assumptions are consistent with prices that the General Partner's marine
experts have recently observed in the market place.
Aircraft: The General Partner has assumed that the aircraft owned by
the Partnership remain on their current leases for the duration of those leases,
earning the agreed upon lease rates. The General Partner has also assumed that
aircraft coming off lease during the partnership term or the Extension are sold
in the quarter following the expiration of the lease, and that aircraft whose
leases extend beyond the partnership term or the Extension are sold at the end
of the partnership term or the Extension, respectively. The General Partner has
assumed that the aircraft can be sold during the partnership term for an average
of 69% of original equipment cost, and during the Extension for an average of
58% of original equipment cost. The General Partner has assumed that aircraft
costs (after adjusting for the size of the aircraft portfolio) increase 5% a
year, including reserves of 3% for bad debt and off-lease. Although this reserve
is lower than the Partnership's historical experience for aircraft bad debt and
off lease, the General Partner believes it is sufficient after taking into
account its change in strategy (discussed at pages 19-20).
NEWLY ACQUIRED EQUIPMENT ASSUMPTIONS. For equipment that will be
purchased on behalf of the Partnership during the reinvestment period (through
2001) or extended Reinvestment Period (through 2004) and for the purposes of
estimating a portion of the returns in each of the scenarios discussed above
except for liquidation as of December 31, 1999, the General Partner has assumed
that assets purchased on behalf of the Partnership would yield an average of
8.2%, 11.8% and 11.1%, depending on whether the equipment was purchased during
the basic extension period (through 2001), during the extended Reinvestment
Period (through 2004) without renegotiation of Partnership debt, or during the
extended Reinvestment Period (through 2004) with renegotiation of Partnership
debt, respectively. These yields were calculated as the internal rate of return
of the total cash flow stream of the reinvestment, which cash flow was
calculated after taking all operating expenses, fees and overhead into account,
and assuming an average residual value for the acquired equipment of 62% for
equipment sold at the end of the partnership term and 55% for equipment sold at
the end of the Extension. Although investments made by the General Partner on
behalf of the Partnership and other managed programs since the beginning of 1998
are projected, on a weighted average basis, to yield 6.8% on a pre-tax cash
basis, the General Partner believes that as a result of its change of investment
strategy, reinvestment proceeds can be used to acquire equipment projected to
generate the assumed returns. This belief is based on its calculation of the
average yields on all equipment purchased since the beginning of 1998, excluding
marine vessels and aircraft, which are projected to be approximately 11%, with
yields for the marine containers and railcars projected to be 11.2% and 14.7%
respectively. There can be no assurance that investments in similar transactions
would be available in the marketplace at the time that the Partnership has funds
to invest, or that such transactions, if available, would ultimately perform as
projected.
ALL OF THE GENERAL PARTNER'S VALUATION ESTIMATES ARE SUBJECT TO
SIGNIFICANT UNCERTAINTIES, SINCE THE ESTIMATED VALUE OF A UNIT WAS IN TURN
DERIVED FROM A NUMBER OF ASSUMPTIONS AND ESTIMATES PROJECTED OVER TIME.
THEREFORE, NO ASSURANCE CAN BE GIVEN THAT THE ESTIMATED VALUES INDICATED WOULD
BE REALIZED AND ACTUAL REALIZED VALUES LIKELY WILL DIFFER FROM THE ESTIMATES OF
SUCH VALUES. THE ASSUMPTIONS AND ESTIMATES WERE BASED UPON INFORMATION AVAILABLE
TO THE GENERAL PARTNER AT THE TIME THE ESTIMATED VALUES WERE COMPUTED, AND NO
ASSURANCE CAN BE GIVEN THAT THE SAME CONDITIONS CONSIDERED OR ANTICIPATED BY THE
GENERAL PARTNER IN ARRIVING AT THE ESTIMATE OF VALUES WOULD EXIST AT ANY TIME IN
THE FUTURE. WHILE THE GENERAL PARTNER BELIEVES IT HAS REASONABLE BASES FOR ITS
ASSUMPTIONS, IT IS INEVITABLE THAT SOME OF THEM WILL NOT MATERIALIZE AND THAT
SOME OF THOSE WHICH DO WILL BE DIFFERENT IN MATERIAL RESPECTS. THE ESTIMATED
VALUE OF A UNIT WOULD HAVE BEEN DIFFERENT HAD THE GENERAL PARTNER MADE DIFFERENT
ASSUMPTIONS AND, AS NOTED, THE ACTUAL PERFORMANCE OF THE PARTNERSHIP WILL LIKELY
VARY FROM THE ESTIMATES, AND COULD BE SUBSTANTIALLY DIFFERENT FROM THE
ESTIMATES. MOREOVER, THE OCCURRENCE OF ANY OF THE EVENTS GIVING RISE TO THE
PRESENT RISKS SET FORTH UNDER THE CAPTION "RISK FACTORS" AND "CAUTIONARY
STATEMENT" COULD HAVE A MATERIAL ADVERSE EFFECT ON THE PERFORMANCE OF THE
PARTNERSHIP.
ESTIMATED DECEMBER 31, 1999 VALUE OF A PARTNERSHIP UNIT ON A PRESENT
VALUE BASIS APPLYING A 11.1% DISCOUNT RATE. The General partner has computed the
estimated values of a unit as of December 31, 1999, on a present value basis
(using a discount rate of 11.1%), based on a variety of assumptions and
estimates that have been made by the General Partner as described in detail
above. The results of these computations are summarized in the following table:
<TABLE>
<CAPTION>
Estimated Present Estimated Present
Value per Unit for Value per Unit for
Liquidation as of Liquidation as of Estimated Present
January 1, 2007 January 1, 2007 Value per Unit for Estimated Value per Unit
(with renegotiation (no renegotiation Liquidation as of for Liquidation as of
of debt of debt) January 1, 2004 December 31, 1999
---------------------- -------------------- ------------------ -----------------------
<S> <C> <C> <C>
$11.94 $11.84 $10.88 $9.39
</TABLE>
BENEFITS OF LIQUIDATION AS OF DECEMBER 31, 1999 AND JANUARY 1, 2004.
Notwithstanding the General Partner's recommendation of the Amendments,
including the Extension, there could potentially be some benefits to the limited
partners were the Partnership to be liquidated at this time. Although not
considered as an option by the General Partner, liquidating the Partnership at
this time would eliminate all future risks associated with this investment, and
limited partners could receive a liquidating distribution of possibly as much as
$9.39 per unit, which could be directed into other types of investments prior to
the liquidation date contemplated by the Partnership Agreement (January 1,
2004). Liquidation as contemplated by the Partnership Agreement would reduce the
risk associated with holding this investment from January 1, 2004 through
January 1, 2007, and would allow limited partners to redirect liquidating
distributions into other types of investments three years sooner than is being
proposed. The General Partner has not received any third-party reports, opinions
or appraisals relating to the Amendments, nor has it utilized any in concluding
to recommend the Amendments to limited partners.
As noted on the cover page of the Solicitation Statement, PLM
International, Inc., the corporate parent of the General Partner, previously
engaged the investment banking firm of Imperial Capital, LLC, to explore
strategic and financial alternatives for maximizing shareholder value on a
near-term basis. As a result of those endeavors, on May 24, 2000, PLM
International, Inc. entered into an agreement to sell all of its trailer leasing
operations to Marubeni America Corporation. At that time, the Partnership also
agreed to sell certain of its trailers to Marubeni America Corporation, with the
sale expected to close in the third quarter of 2000.
The General Partner does not believe that the Partnership's sale of
these trailer assets materially affects any of the information presented in the
Solicitation Statement. It is anticipated that, when the sale closes, the
Partnership will receive $8.6 million for its trailers, which is approximately
66% of the original cost of the trailers. The General Partner has recomputed the
estimated values of a unit as of December 31, 1999, using the same methodology
described above, but assuming that the sale of the trailer assets occurs in the
third quarter. The estimated present value per unit for liquidation as of
January 1, 2007 (with renegotiation of debt) is $11.94. The estimated present
value per unit for liquidation as of January 1, 2007 (no renegotiation of debt)
is $11.86. The estimated present value per unit for liquidation as of January 1,
2004 is $10.76.
<PAGE>
COMPARISON CHART OF PARTNERSHIP OPERATIONS WITH
AND WITHOUT THE AMENDMENTS
DURATION OF THE REINVESTMENT PERIOD
WITHOUT THE AMENDMENTS
Pursuant to Section 2.02(q) of the Partnership Agreement, the Partnership will
not be permitted to reinvest in equipment after December 31, 2001.
WITH THE AMENDMENTS
The Partnership will be permitted to reinvest in equipment through
December 31, 2004.
LOAN REPAYMENT
WITHOUT THE AMENDMENTS
Pursuant to the terms of the Partnership's loan agreement, the Partnership is
obligated to repay a total of $20 million in principal in annual installments of
between $3 million and $4 million on December 31 of each year, starting in 2000
and ending in 2005.
WITH THE AMENDMENTS
The General Partner may seek to renegotiate the loan in order to postpone the
repayment of principal due under the loan.
EQUIPMENT LIQUIDATION DATE
WITHOUT THE AMENDMENTS
The Partnership Agreement contemplates that the Partnership's equipment will be
liquidated by approximately January 1, 2004.
WITH THE AMENDMENTS
The General Partner will liquidate the Partnership's equipment by January 1,
2007.
REPURCHASE OF UNITS
WITHOUT THE AMENDMENTS
Pursuant to Section 6.11 of the Partnership Agreement, the Partnership may be
obligated to repurchase up to 2% of the outstanding units in any year, unless
the General Partner determines that such repurchase would either: (a) cause the
Partnership to be taxed as a corporation; or (b) impair the capital or
operations of the Partnership. The repurchase price is equal to 105% of the
selling limited partner's unrecovered principal (i.e., the amount paid to the
Partnership for units less any distributions received from the Partnership with
respect to the units), with priority going to units owned by estates, followed
by IRA's and qualified plans.
WITH THE AMENDMENTS
The Partnership will be obligated to repurchase up to 10% of the outstanding
units at 80% of their net asset value as of the end of the quarter immediately
preceding court approval of the equitable settlement, projected to cost
$4,930,583. The existing annual repurchase obligation will cease.
<PAGE>
CLASS COUNSEL FEES TO BE PAID FROM CASH FLOW
WITHOUT THE AMENDMENTS
There is no provision for the payment of Class Counsel fees by the Partnership.
If the monetary settlement is approved, Class Counsel will be paid not greater
than one-third of the monetary settlement fund by the Defendants and the
insurance carrier.
WITH THE AMENDMENTS
Class Counsel will be paid not greater than one-third of the monetary settlement
fund by the Defendants and the insurance carrier (because the Amendments may be
approved only if the monetary settlement has been approved). Additionally, if
there is an annualized increase of at least 12% in the actual cash flow received
by the limited partners relative to the cash flow which the General Partner
projects would have been received by limited partners commencing January 1, 2000
if the Partnership were to be liquidated pursuant to what is contemplated by the
Partnership Agreement, Class Counsel will be entitled to receive a graduated
percentage of the excess, paid out of the Partnership's cash flow, of $3,326,679
if the General Partner's projections of the Partnership's distributions through
liquidation at January 1, 2007 (assuming the debt is renegotiated) are accurate,
and $2,966,606 if the General Partner's projections of the Partnership's
distributions through liquidation at January 1, 2007 (assuming no change to the
debt) are accurate. Additionally, assuming that the sale of the trailer assets
(discussed on page 24) occurs in the third quarter 2000, the General Partner
projects Class Counsel will receive fees of $3,415,080 if the Partnership's debt
is not renegotiated, and $3,719,094 if it is.
MANAGEMENT FEES
WITHOUT THE AMENDMENTS
Pursuant to Section 2.05(f) of the Partnership Agreement, the Partnership will
continue to pay Management Fees each month to the Manager, a subsidiary of the
General Partner. Management Fees are calculated based on a percentage of Gross
Lease Revenues, which percentage depends on the types of leases the Partnership
equipment is subject to and the level of services that are provided by an
affiliate of the General Partner. The Partnership Agreement does not contain any
performance goals as a condition to the payment of Management Fees.
WITH THE AMENDMENTS
Payment of 25% of the Management Fee will be deferred for 1 1/2 years commencing
January 1, 2005 pending the Partnership's attainment of performance goals;
except for the deferred Management Fees which will only be paid if there is an
annualized increase of at least 10% in the actual cash flow received by limited
partners commencing January 1, 2000 if the Partnership were to be liquidated
pursuant to what is contemplated by the Partnership Agreement. These fees will
be paid for approximately 3 years beyond what is contemplated by the Partnership
Agreement. Additionally, as a result of the extension of the Reinvestment
Period, the Management Fees from December 31, 2001 through December 31, 2004
will not decrease at as great a rate as they likely would otherwise since
Management Fees are based upon gross lease revenues which likely would decrease
more quickly during those years in the absence of reinvestment in equipment.
FRONT-END FEES
WITHOUT THE AMENDMENTS
Pursuant to Section 2.05(i) of the Partnership Agreement, front-end fees are
subject to the compensation limits set forth in the Statement of Policy of
NASAA. The General Partner is entitled to be paid a total of $22,859,568 over
the life of the Partnership for front-end fees. Through December 31, 1999, the
General Partner has been paid front-end fees of $22,538,360, of which $9,344,471
is comprised of Front-End Fees (acquisition and lease negotiation fees ). The
General Partner expects that, from January 1, 2000 through December 31, 2001,
additional aggregate Front-End Fees of approximately $321,000 will be paid to
the General Partner relating to the acquisition and initial lease of $7 million
of equipment.
WITH THE AMENDMENTS
The current limitation on front-end fees payable to the General Partner will be
increased by twenty-percent (20%). The current limitation is based upon the
guidelines issued by NASAA. The Front-End Fee Increase will have the effect of
increasing the total compensation permitted to be paid to the General Partner
and its affiliates, if earned, by the amount of the Front-End Fee Increase.
As of January 1, 1999 the limitation on the total of front-end fees payable to
the General Partner will be increased so that the General Partner will be
entitled to be paid up to an additional $4,285,400 in earned equipment
acquisition and lease negotiation fees. The General Partner will be paid $64,000
in Front-End Fees relating to equipment purchased during the period from January
1, 2000 through December 31, 2001, for which the General Partner would not
otherwise be fully compensated due to the NASAA limitations. Additionally, the
General Partner expects that, from January 1, 2002 through the end of the
extended Reinvestment Period, it will be paid additional aggregate Front-End
Fees of approximately $605,000 assuming the debt is renegotiated, and $137,500
assuming no change to the debt. Assuming that the sale of the trailer assets
(discussed on page 24) occurs in the third quarter 2000, the General Partner
also projects that over the remaining life of the Partnership the Front End Fees
relating to equipment purchased during the period from January 1, 2000 through
December 31, 2001 for which the General Partner would not otherwise be fully
compensated due to the NASAA limitations will increase from $64,000 to $659,000,
and the additional Front-End Fees will decrease from $605,000 to $495,000 with
renegotiation of debt (and from $137,500 to $110,000 without renegotiation).
<PAGE>
DISTRIBUTIONS TO UNITHOLDERS
WITHOUT THE AMENDMENT
The General Partner projects that aggregate distributions (not discounted to
present value) to limited partners from January 1, 2000 through 2004 will be
$79,088,514 including distributions resulting from operating revenues and
equipment sales.
WITH THE AMENDMENT
As a result of extending the Reinvestment Period and the Extension, the General
Partner projects that aggregate distribution (not discounted to present value)
to limited partners from January 1, 2000 through 2007 will be $96,831,349
assuming the Partnership debt is renegotiated and sales proceeds are reinvested
in equipment rather than paying down debt during the Reinvestment Period, and
$97,491,243 assuming no changes are made to the Partnership debt, each including
distributions resulting from operating revenues and equipment sales and each
including the $4,930,583 anticipated to be paid to investors for the repurchase
of 10% of the Partnership units at 80% of their net asset value.
<PAGE>
CONFLICTS OF INTEREST
GENERAL. The General Partner has fiduciary duties to the Partnerships,
in addition to the specific duties and obligations imposed upon it under the
Partnership Agreement. Subject to the terms of the Partnership Agreement, the
General Partner, in managing the affairs of the Partnership, is expected to
exercise good faith, to use care and prudence and to act with an undivided duty
of loyalty to the limited partners. Under these fiduciary duties, the General
Partner is obligated to ensure that the Partnership is treated fairly and
equitably in transactions with third parties, especially where consummation of
such transactions may result in the interests of the General Partner being
opposed to, or not aligned with, the interests of the limited partners.
Accordingly, the General Partner has assessed the potential benefits to be
derived by limited partners from the Amendments. Notwithstanding any conflict of
interest, after consideration of the terms and conditions of the Amendments, the
General Partner recommends that limited partners do not vote against the
Amendments and do not object to the equitable settlement.
CONFLICT OF INTEREST OF GENERAL PARTNER. The General Partner initiated
and participated in structuring the Amendments and has conflicts of interest
with respect to their effect. As part of the Amendments, the limitation on front
end fees that can be paid to the General Partner by the Partnership will be
increased by 20% so that the General Partner can earn such fees in excess of the
amount proscribed in the Statement of Policy of NASAA effective January 1, 1999.
As a result of extending the Reinvestment Period, the General Partner will earn
Front-End Fees, for equipment acquisition and lease negotiation services, from
the Partnership for 3 additional years; during 1997 through 1999 the Partnership
paid the General Partner Front-End Fees averaging $896,305 per year.
The Manager, a subsidiary of the General Partner, will earn Management
Fees for 3 years beyond what the Partnership Agreement contemplates. During 1997
through 1999 the Manager was paid Management Fees averaging $1,218,175 per year.
Additionally, the ability to reinvest from December 31, 2001 through December
31, 2004 will result in the level of Management Fees not decreasing at as great
a rate as they likely otherwise would, since Management Fees are based upon
gross lease revenues which likely would decrease more quickly during those years
in the absence of reinvestment in equipment. Although the payment of 25% of the
Management Fee will be deferred for 1 1/2 years commencing January 1, 2005 until
performance goals are attained, the payment of any accrued deferred fees will be
accelerated (and paid in a lump sum) upon a Change of Control occurring after
January 1, 2005 if the General Partner and Class Counsel agree that an
annualized increase of 10% in the cash flow received by the limited partners
relative to the cash flow which the General Partner projects would have been
received by the General Partner commencing January 1, 2000 if the Partnership
were to be liquidated as contemplated by the Partnership Agreement would have
been attained absent the Change of Control. Any increase in the cash flow
received by limited partners does not necessarily mean that the Partnership is
making money since cash distributions could include a return of capital and
could reflect the effects of depreciating the Partnership's equipment.
On November 8, 1999, PLM International, Inc., the corporate parent of
the General Partner, announced that its board of directors has engaged the
investment banking firm of Imperial Capital, LLC, to explore various strategic
and financial alternatives for maximizing shareholder value on a near-term
basis. Such alternatives may include, but are not limited to, a possible
transaction or series of transactions representing a merger, consolidation, or
any other business combination, a sale of all or a substantial amount of the
business, securities, or assets of PLM International, Inc., or a
recapitalization or spin-off. The Front-End Fee Increase and the opportunity to
earn Management Fees for an additional 3 years provided for by the Amendments
may make a transaction involving the corporate parent of the General Partner
more attractive. In the event of a sale, directly or indirectly, of the General
Partner, the purchaser could modify the business of the General Partner.
CONFLICT OF INTEREST OF CLASS COUNSEL. In assessing Class Counsel's
support of the equitable settlement of which the proposed Amendments form an
integral part, limited partners should consider that Class Counsel may be deemed
to have a conflict of interest with respect to such support. Given the
additional protections for members of the equitable class, including the right
to object to the proposed equitable settlement in whole or in part, and the
court's prerogative to reject the settlement and the Amendments even if the
requisite consent of limited partners is obtained, under those circumstances
Class Counsel has agreed to the negative consent voting procedure concerning the
Amendments, which procedure makes their approval more likely and, as a
consequence, Class Counsel could receive legal fees of up to $3,326,679 if the
Amendments are approved and the Partnership achieves the targeted threshold of
performance (assuming renegotiation of Partnership debt). Class Counsel may
receive such fees at some time in the future (estimated to occur at or near the
time the Partnership liquidates), subject to acceleration in the event of a
Change of Control. Such fees could only be paid to Class Counsel if the limited
partners receive the targeted threshold level of distributions.
The fees and expenses of Class Counsel, if approved by the court, will
be paid in part from the settlement fund provided by the Defendant pursuant to
the monetary settlement. Also, as part of the equitable settlement, Class
Counsel will apply for an additional fee and expense award. Class Counsel will
not receive any Equitable Class Fee Award from the Partnership (or the limited
partners) in the event the Amendments are not approved or if defendants elect to
terminate the equitable settlement. With respect to the Equitable Class Fee
Award, commencing January 1, 2000, the General Partner will calculate the cash
flows received by the limited partners to determine the rate of any annualized
increase relative to the cash flows which the General Partner projects would
have been received by the limited partners commencing January 1, 2000 if the
Partnership were to be liquidated as contemplated by the Partnership Agreement.
At the time, if ever, that the aggregate increase in the cash flows for the
Partnership after January 1, 2000 equals or exceeds 12%, Class Counsel will be
entitled to receive from each future distribution to the unitholders, a
percentage of the distributions in excess of 12%, such percentage to be
established by the court in connection with Class Counsel's application for an
Equitable Class Fee Award in an amount not to exceed 27.5% of the first $10
million of the distributions in excess of 12% for each Fund, 22.5% of such
distributions between $10 million and $20 million, 15% of such distributions
between $20 million and $30 million, and 10% of such distributions exceeding $30
million. Assuming the Partnership's debt is not extended, based upon the General
Partner's projection of distributions in excess of 12% totaling $10,962,695,
Class Counsel would receive fees of $2,966,606. If the Partnership's debt is
extended, the General Partner projects that there will be distributions in
excess of 12% totaling $12,563,018, and that Class Counsel would receive fees of
$3,326,679. See also "RISK FACTORS - Conflicts of Interest" which describes the
circumstances under which the payment of the Equitable Class Fee Award will be
accelerated.
As discussed above, the equitable settlement provides that the
Equitable Class Fee Award will be payable in a lump sum in the event a Change of
Control, but only if the General Partner and Class Counsel agree that an
annualized increase of 12% in the cash flow received by the limited partners
relative to the cash flow which the General Partner projects would have been
received by the General Partner commencing January 1, 2000 (if the Partnership
were to be liquidated as contemplated by the Partnership Agreement) would have
been attained absent the Change of Control. Class Counsel negotiated for this
accelerated payment procedure to be triggered by a Change of Control because
they did not want to risk deferring further receipt of their Equitable Class Fee
Award in the event that a Change of Control altered the method or timing of
payment of their Award. Class counsel also did not want to risk being
constrained to take some form of compensation other than cash in the event of a
Change of Control. Accordingly, Class Counsel and defendants agreed that, in the
event of a Change of Control, they both would analyze Class Counsel's
entitlement to their Equitable Class Fee Award as if there was no Change of
Control.
<PAGE>
VOTING PROCEDURES
TIME OF VOTING AND RECORD DATE
Limited partners holding units as of the Record Date (i.e.,
__________________) have until the Voting Deadline (i.e., , 2000) to vote on the
Amendments. If you approve of the Amendments, you need not do anything but can
return a vote in favor if you wish.
As of the Record Date, the following number of units were held of
record by the number of limited partners indicated below:
Number of Units Voting No Required for
Number of Number of Units the Partnership Not to Participate in
Limited Partners Held of Record Equitable Settlement
--------------- ---------------- -----------------
LIMITED PARTNERS WHO FAIL TO RETURN THE VOTING FORM WILL BE TREATED AS
IF THEY HAD VOTED IN FAVOR OF THE AMENDMENTS. YOU NEED NOT RETURN THE FORM IF
YOU APPROVE OF THE AMENDMENTS.
The number of units entitled to vote against the Amendments is equal to
the number of units held by limited partners of record at the Record Date. The
Partnership Agreement presently gives the limited partners the power, only by
affirmative vote, to approve each individual Amendment. However, as structured
in the equitable settlement, unless limited partners holding 50% or more of the
units vote against one or more of the Amendments, (in which event the
Partnership will not participate in the settlement), approval of the Amendments
is in the sole discretion of the court.
NO VOTE
Limited partners that wish to vote against the Amendments must send
their Voting Form (attached as Exhibit A), indicating to which Amendment(s) they
object, Gilardi & Co., 1115 Magnolia Avenue, Larkspur, CA 94977, as soon as
possible but in no event later than the expiration of the Voting Deadline
(_______________, 2000). The Voting Form must contain the name and address of
the limited partner and the number of units so held, and the Amendment(s) to
which they object. Limited partners also have the right to object to the
settlement at or before the fairness hearing, whether or not they have submitted
a Voting Form in connection with this solicitation statement.
The General Partner recommends that limited partners not vote against
the Amendments.
REVOCABILITY OF VOTE
Limited partners may revoke their vote at any time prior to
________________, 2000, by mailing a revocation to the address above (which
revocation must be received by the General Partner on or prior to such date).
NO APPRAISAL RIGHTS
Neither the Partnership Agreement nor state law provides for
dissenters' or appraisal rights to limited partners who object to the
Amendments. Such rights, when they exist, give the holders of securities the
right to surrender such securities for an appraised value in cash, if they
oppose a merger or similar reorganization. No such right will be provided by the
Partnership in connection with the Amendments.
INFORMATION SERVICES
The General Partner and its officers, directors and employees may
assist in providing information to limited partners in connection with any
questions they may have with respect to this solicitation statement and the
procedures to vote against the Amendments.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Partnership incorporates by reference its annual report on Form
10-K for the fiscal year ended December 31, 1999 and its quarterly report on
Form 10-Q for the quarter ended March 31, 2000, which are delivered herewith.
<PAGE>
APPENDIX A
TEXT OF THE AMENDMENTS
AMENDMENT I - THE EXTENSION
Section 10.01(e) of the Partnership Agreement for Fund VII will be
amended to provide that an event of dissolution of the Fund shall occur when the
General Partner determines that it is necessary to commence the liquidation of
the Equipment (as defined in the Partnership Agreement) to complete the
liquidation by January 1, 2007. Section 10.01(e) will be deleted and replaced in
its entirety so that the introductory sentence (which will not change) and
amended subsection (e) will read as follows:
"EVENTS OF DISSOLUTION. The Partnership shall be dissolved and
shall commence the orderly liquidation of its assets upon the
first to occur of any of the following:
* * *
(e) The determination by the General Partner that it is necessary
to commence the liquidation of the Equipment in order for the
liquidation of all the Equipment to be completed in an orderly
and businesslike fashion prior to January 1, 2007."
AMENDMENT II - FRONT-END FEE INCREASE
Section 2.05(i) of the Partnership Agreement for Fund VII will be
amended to increase the limitations on the General Partner's Fees by 20% of the
limitations presently stated in the Partnership Agreement so as to allow the
General Partner to earn fees in excess of the compensatory limitations set forth
in the Statement of Policy of the North American Securities Administrators
Association, Inc. during the extended Reinvestment Period. Specifically, the
first clause of the first sentence of section 2.05(i) will be deleted and
replaced in its entirety as follows:
"LIMITATION OF FEES. The General Partner shall not receive fees
in excess of 120% of the following limitations which shall apply
to the amount of Capital Contributions which must be committed to
Investment in Equipment:"
AMENDMENT III - EXTENSION OF THE REINVESTMENT PERIOD
Section 2.02 (q) of the Partnership Agreement for Fund VII will be
amended to allow the General Partner to reinvest such amount through 2004.
Specifically, Section 2.02(q) will be amended by deleting only the language that
states "for six years after the year which includes the Closing Date" and
replacing such language with "until December 31, 2004".
AMENDMENT IV - THE REPURCHASE
Section 6.11 of the Partnership Agreement for Fund VII is amended to
allow repurchase by the Partnership of up to 10% of its outstanding units at 80%
of net asset value in accordance with the terms of the settlement stipulation
and the Repurchase Protocol which is Exhibit C to the stipulation. Section 6.11
will be amended by adding the following language at the end of the section:
"Notwithstanding any terms of the preceding paragraph, from June
29, 1999 forward the following terms of Section 6.11 will govern
and control all Limited Partners' and the General Partner's
rights and obligations regarding repurchase of outstanding Units.
The Partnership will repurchase up to 10% of the then total
outstanding Units as of June 29, 1999 ("Outstanding Units"). Any
Unitholder that intends to submit for repurchase some or all of
his, her or its Units must indicate this intention on the Request
to Repurchase Form that has been mailed to the Limited Partners
along with the Equitable Settlement Hearing Notice and
Solicitation Statement. The repurchase price for each Unit shall
be determined as follows: the Net Asset Value of the Partnership
(defined below) as of the fiscal quarter immediately preceding
[ADD THE LAST DATE TO FILE THE REPURCHASE REQUEST] will be
divided by the number of Outstanding Units to determine the Net
Asset Value per Unit. The Net Asset Value per Unit will be
multiplied by 80% to determine the repurchase price per Unit (the
"Repurchase Price"). The repurchase of Units will be completed no
later than the end of the fiscal quarter following the fiscal
quarter during which the United States District Court for the
Southern District of Alabama enters an order granting final
approval of the Equitable Class Action Settlement. If the
Unitholders request the Partnership to repurchase more than 10%
of its Units, the Partnership will repurchase up to 10% of the
Units, pro-rata based on the number of Units offered for
repurchase, or as close to a pro-rata basis as is reasonably
possible. Any such pro-rata allocation adjustments will be
determined by the Claims Administrator who will give priority
according to the order of preference for each category set forth
below in this paragraph. To the extent that the demand in any
category would exhaust the 10% number then all Unitholders in
that category will have their Units repurchased on a pro rata
basis, rounded up to the nearest whole Unit, and the Unitholders
in the remaining categories will not have the option of having
their Units repurchased. The order of preferences is: (1) Units
owned by estates, IRAs and Qualified Plans which were purchased
as part of the initial offering; (2) Units owned by Limited
Partners which were purchased as part of the initial offering;
(3) Units owned by Limited Partners which were purchased after
the initial offering; (4) Units owned by Unitholders which were
purchased after the initial offering. In the event that the total
number of Units requested to be repurchased exceeds 10% of the
Partnership's Units, the General Partner will have the option,
but not the obligation, to purchase these excess Units with its
own monies and on its own behalf."
"Net Asset Value" of the Partnership means the value of all
Equipment owned by the Partnership and as determined by the
General Partner (and subject to consultation with Class Counsel's
valuation expert) plus any cash, uncollected receivables and any
other assets, less accounts payable, debts and other liabilities
of the Fund as of the fiscal quarter immediately preceding the
repurchase date."
AMENDMENT V - ENABLING AMENDMENTS
Article XVIII of the Partnership Agreement for Fund VII will be amended
to provide: (a) that the limited partners may amend the Partnership Agreement to
make all amendments necessary to this equitable settlement, including amendments
to Section 10.01 thereof; and (b) that any such amendment may be made by
approval of a Majority in Interest as provided for in amended Article XV, below.
Article XVIII shall remain the same except that the first provision of the
second paragraph will be deleted and replaced in its entirety as follows:
"[P]rovided, however that the Limited Partners may not amend this
Agreement to extend the Partnership term or to change the
provisions of Section 10.03;"
Additionally, a new paragraph will be added at the end of Article XVIII
as follows:
"Approval of a Majority in Interest to all amendments of this
Agreement necessary to effectuating the Equitable Class
Settlement shall be deemed to have been given if less than half
of the Units held by Limited Partners vote against any such
amendment proposed by the _____, 2000 Solicitation Statement, as
provided for in amended Article XV of this Agreement."
AMENDMENT VI - ACTIONS BY LIMITED PARTNERS
Article XV of the Partnership Agreement for Fund VII will be amended to
provide that written consent of the limited partners respecting any matters in
connection with the equitable settlement shall be deemed to have been given
unless limited partners holding more than one half of the units vote against any
such matter. Article XV will be amended to add the following language to the end
of the fourth paragraph of Article XV:
"Provided, however, that effective written consent by a Majority
in Interest of the Limited Partners to any proposed action set
forth in the ____________, 2000 Solicitation Statement and in
connection with the Equitable Class Settlement, shall be deemed
to have been given, unless Limited Partners holding more than
half of the outstanding Units in such Limited Partnership vote
against any such action."
AMENDMENT VII - DISPUTES AND RESOLUTIONS
Article XIV of the Partnership Agreement for Fund VII will be amended
to provide that all disputes relating to, or arising out of this settlement,
shall be subject to the court's continuing jurisdiction over the interpretation
and administration of this settlement and all the settlement documents
incorporated herein. Article XIV will be amended by adding the following
language to the end of the paragraph:
"Provided, however, that any and all disputes relating to or
arising out of the Equitable Class Action Settlement approved by
the Federal District Court for the Southern District of Alabama
by final order, including all issues pertaining to the
interpretation and administration of the Stipulation of
Settlement and all its exhibits, shall be subject to the
continuing and exclusive jurisdiction of the Federal District
Court for the Southern District of Alabama."
<PAGE>
APPENDIX B
FINANCIAL ASSMPTIONS
LIQUIDATION AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Total Dollars Estimated
Value per
Unit
COMPONENTS OF OPERATING CASH FLOW<F1>1
<S> <C> <C> <C>
Interest Income $ 736,949 $0.14
Interest Expense $ (1,440,000) -$0.27
Scheduled Debt Payment $ (3,000,000) -$0.56
Prepayment of Debt $(20,000,000) -$3.75
Distributions to General Partner $ (2,758,309) -$0.52
Other $ (140,160) -$0.03
----------- ------
$(26,601,519) -$5.00
SALES PROCEEDS BY EQUIPMENT TYPE<F2>2
Aircraft $ 29,760,132 $5.59
Containers $ 10,370,710 $1.95
Railcars $ 8,220,000 $1.54
Trailers $ 11,512,600 $2.16
Vessels
Gross Proceeds $ 17,135,550 -
Brokers Fees $ (385,550) -
Net Proceeds $ 16,750,000 $3.15
Redeployed (from Aircraft and Vessels) $0.00
-
$ 76,613,442 $14.39
Estimated Total Cash Flow $ 50,011,923
Estimated Value of a Unit $9.39
--------------------------
<FN>
<F1>
1 Fourth quarter 1999 cash flow items (revenues and expenses) following sale
of equipment relating to operation and liquidation of the Partnership,
including fees for prepayment of debt.
<F2>
2 Assumes hypothetical liquidation as of September 30, 1999.
</FN>
</TABLE>
<PAGE>
LIQUIDATION AS OF JANUARY 1, 2004
<TABLE>
<CAPTION>
Total Dollars Estimated
Present
Value* per
Unit
OPERATING REVENUES BY EQUIPMENT TYPE (Net of Direct
Expenses)
<S> <C> <C> <C>
Aircraft $ 12,800,443 $1.99
Containers $ 11,041,311 $1.68
Railcars $ 6,508,740 $1.00
Trailers $ 8,960,408 $1.37
Vessels $ 11,092,820 $1.72
Redeployed (from Aircraft and Vessels) $ 8,361,000 $1.24
----------- -----
$ 58,764,723 $8.99
COMPONENTS OF OPERATING CASH FLOW
Interest Income $ 861,069 $0.13
Interest Expense $ (4,507,400) -$0.70
Management Fees $ (4,322,136) -$0.66
Other $ (3,841,294) -$0.91
------------ ------
$(11,809,761) -$2.15
NON OPERATING CASH FLOW
Aircraft Reserves $ 1,001,077 $0.16
Dry Dock $ (800,000) -$0.14
----------- ------
$ 201,077 $0.03
SALES PROCEEDS BY EQUIPMENT TYPE
Aircraft $ 22,207,555 $3.10
Containers $ 7,856,644 $0.97
Railcars $ 7,428,120 $0.94
Trailers $ 6,113,000 $0.78
Vessels
Gross Proceeds $ 12,685,400 -
Brokers Fees $ (285,400) -
Net Proceeds $ 12,400,000 $1.90
Redeployed (from Aircraft and Vessels) $ 7,400,000 $0.91
----------- -----
$ 63,405,319 $8.59
EQUIPMENT PURCHASES
Cost of Equipment $ (7,000,000) -$1.21
Fees on Equipment Purchases $ (321,208) -$0.06
----------- ------
$ (7,321,208) -$1.26
DEBT and FEES
Debt Payments $(20,000,000) -$2.73
Redemptions of Units 0 $0.00
Class Counsel Fees 0 $0.00
Distributions to General Partner $ (4,151,636) -$0.59
------------ ------
$(24,151,636) -$3.32
Estimated Total Cash Flow $ 79,088,514
Estimated Present Value of a Unit $10.88
</TABLE>
*Discounted at 11.1%
<PAGE>
LIQUIDATION AS OF JANUARY 1, 2007
(NO RENEGOTIATION OF DEBT)
<TABLE>
<CAPTION>
Total Dollars Estimated
Present
Value* per
Unit
OPERATING REVENUES BY EQUIPMENT TYPE (Net of Direct
Expenses)
<S> <C> <C> <C>
Aircraft $ 22,674,116 $ 3.40
Containers $ 25,220,347 $ 3.71
Railcars $ 10,712,512 $ 1.58
Trailers $ 14,247,566 $ 2.13
Vessels $ 13,423,508 $ 2.18
Redeployed (from Aircraft and Vessels) $ 11,185,500 $ 1.53
------------ -----
$ 97,463,550 $14.52
COMPONENTS OF OPERATING CASH FLOW
Interest Income $ 881,926 $ 0.11
Interest Expense $ (5,379,800) -$ 0.87
Management Fees $ (6,943,129) -$ 1.04
Other $ (5,725,197) -$ 1.01
------------ ------
$(17,166,200) -$ 2.82
NON OPERATING CASH FLOW
Aircraft Reserves $ 2,151,637 $ 0.34
Dry Dock $ (800,000) -$ 0.15
----------- ------
$ 1,351,637 $ 0.18
SALES PROCEEDS BY EQUIPMENT TYPE
Aircraft $ 18,625,125 $ 2.13
Containers $ 7,966,483 $ 0.81
Railcars $ 6,985,994 $ 0.76
Trailers $ 3,305,375 $ 0.36
Vessels
Gross Proceeds $ 12,072,000 -
Brokers Fees $ (272,550) -
Net Proceeds $ 11,800,000 $ 1.92
Redeployed (from Aircraft and Vessels) $ 5,020,000 $ 0.50
----------- -----
$ 53,702,977 $ 6.47
EQUPMENT PURCHASES
Cost of Equipment $ (9,500,000) -$ 1.68
Fees on Equipment Purchases $ (522,500) -$ 0.09
----------- ------
$(10,022,500) -$ 1.77
DEBT and FEES
Debt Payments $(20,000,000) -$ 2.88
Redemptions of Units $ (4,930,583) -$ 0.94
Class Counsel Fees $ (2,966,606) -$ 0.29
Distributions to General Partner $ (4,871,614) -$ 0.64
------------ ------
$(32,768,803) -$ 4.75
Estimated Total Cash Flow $ 93,560,660
Estimated Present Value of a Unit $11.84
</TABLE>
*Discounted at 11.1%
<PAGE>
LIQUIDATION AS OF JANUARY 1, 2007
<TABLE>
<CAPTION>
Total Dollars Estimated
Present
Value* per
Unit
OPERATING REVENUES BY EQUIPMENT TYPE (Net of Direct
Expenses)
<S> <C> <C> <C>
Aircraft $ 22,674,116 $ 3.40
Containers $ 25,220,347 $ 3.71
Railcars $ 10,712,512 $ 1.58
Trailers $ 14,247,566 $ 2.13
Vessels $ 13,423,508 $ 2.18
Redeployed (from Aircraft and Vessels) $ 20,048,250 $ 2.69
------------ -----
$106,326,300 $15.68
COMPONENTS OF OPERATING CASH FLOW
Interest Income $ 810,916 $ 0.11
Interest Expense (9,889,400) -$ 1.48
Management Fees $ (7,386,267) -$ 1.10
Other $ (5,836,253) -$ 1.02
------------ ------
$(22,301,003) -$ 3.49
NON OPERATING CASH FLOW
Aircraft Reserves $ 2,151,637 $ 0.34
Dry Dock $ (800,000) -$ 0.15
------------ ------
$ 1,351,637 $ 0.18
SALES PROCEEDS BY EQUIPMENT TYPE
Aircraft $ 18,625,125 $ 2.13
Containers $ 7,966,483 $ 0.81
Railcars $ 6,985,994 $ 0.76
Trailers $ 3,305,375 $ 0.36
Vessels
Gross Proceeds $ 12,072,000 -
Brokers Fees $ (272,550) -
Net Proceeds $ 11,800,000 $ 1.92
Redeployed (from Aircraft and Vessels) $ 9,925,000 $ 0.99
----------- ------
$ 58,607,977 $ 6.96
EQUIPMENT PURCHASES
Cost of Equipment $(18,000,000) -$ 3.13
Fees on Equipment Purchases $ (990,000) -$ 0.17
----------- ------
$(18,990,000) -$ 3.30
DEBT and FEES
Debt Payments $(20,000,000) -$ 2.20
Redemptions of Units $ (4,930,583) -$ 0.94
Class Counsel Fees $ (3,326,679) -$ 0.32
Distributions to General Partner $ (4,836,882) -$ 0.63
------------ ------
$(33,094,144) -$ 4.09
Estimated Total Cash Flow $ 91,900,766
Estimated Present Value of a Unit $11.94
</TABLE>
*Discounted at 11.1%
<PAGE>
APPENDIX C
BALANCE SHEET OF GENERAL PARTNER
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholder
PLM Financial Services, Inc.
We have audited the accompanying consolidated balance sheet of PLM Financial
Services, Inc. and subsidiaries (the Company), a subsidiary of PLM
International, Inc. (the Parent), as of December 31, 1999, and the related
consolidated statement of income, changes in shareholder's equity, and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
As more fully described in Notes 1 and 10, the Company has significant
transactions with its Parent and affiliates.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of PLM
Financial Services, Inc. and subsidiaries as of December 31, 1999, and the
results of their operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.
/s/KPMG LLP
SAN FRANCISCO, CALIFORNIA
March 15, 2000
<PAGE>
PLM FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEET
As of December 31, 1999
(in thousands of dollars, except share amounts)
ASSETS
Cash and cash equivalents $ 13,276
Restricted cash 988
Receivables (net of allowance for doubtful accounts
of $49 at December 31, 1999) 764
Receivables net, from affiliated entities 2,962
Equity interest in affiliates 18,145
Other assets, net 1,055
---------------
Total assets $ 37,190
===============
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Senior secured notes $ 20,679
Accounts payable 436
Other accrued expenses 884
Deferred income taxes 1,313
----------------
Total liabilities 23,312
----------------
Shareholder's Equity:
Preferred stock (20,000 shares authorized, none outstanding
as of December 31, 1999)
Common stock (10 million shares authorized,
1,000 shares issued and outstanding at paid-in amount) 10,959
Retained earnings 2,919
----------------
Total shareholder's equity 13,878
----------------
Total liabilities and shareholder's equity $ 37,190
================
See accompanying notes to these consolidated financial statements.
<PAGE>
PLM FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF INCOME
Year Ended December 31, 1999
(in thousands of dollars)
REVENUES
Management fees $ 8,167
Acquisition and lease negotiation fees 1,354
Partnership interests and other fees 658
Operating leases 3,598
Other 1,271
--------------
Total revenue 15,048
--------------
Costs and expenses
Operations support 3,412
General and administrative 4,758
Depreciation and amortization 1,181
-------------
Total costs and expenses 9,351
-------------
Operating income 5,697
Interest expense (2,304)
Interest income 67
-------------
Income before income taxes 3,460
Provision for income taxes 1,392
--------------
Net income $ 2,068
==============
See accompanying notes to these consolidated financial statements.
<PAGE>
PLM FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
For the Year Ended December 31, 1999
(in thousands of dollars)
Total
Common Retained Shareholder's
Stock Earnings Equity
---------------------------------------------
Balances, December 31, 1998 $ 10,959 $ 851 $ 11,810
Net income - 2,068 2,068
----------------------------------------------
Balances, December 31, 1999 $ 10,959 $ 2,919 $ 13,878
==============================================
See accompanying notes to these consolidated financial statements.
<PAGE>
PLM FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1999
(in thousands of dollars)
OPERATING ACTIVITIES
Net income $ 2,068
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,181
Loss on disposition of assets 4
Reduction of residual value interests 958
Amortization of offering costs 2,835
Increase in receivables (128)
Increase in receivables from affiliated entities (18)
Decrease in other assets 49
Increase in accounts payable 656
Decrease in other accrued expenses (233)
Decrease in payable to Parent (509)
Deferred income tax (1,892)
--------------
Net cash provided by operating activities 4,971
--------------
INVESTING ACTIVITIES
Purchase of transportation equipment and capitalized improvements (248)
Sale of transportation equipment 16,412
Purchase of assets held for sale (21,805)
Proceeds from the sale of assets held for sale 21,805
Purchase of property, plant, and equipment (462)
---------------
Net cash used in financing activities 15,702
Financing activities
Decrease in restricted cash 123
Borrowings under warehouse credit facility 46,608
Repayment under warehouse credit facility (46,608)
Repayment of senior secured notes (7,520)
---------------
Net cash used in financing activities (7,397)
---------------
Net increase in cash and cash equivalents 13,276
Cash and cash equivalents at beginning of year --
--------------
Cash and cash equivalents at end of year $ 13,276
==============
Supplemental information - cash paid during the year for:
Interest $ 2,541
==============
Income taxes (Notes 1 and 9) $ 1,392
==============
See accompanying notes to these consolidated financial statements.
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In the opinion of management, the accompanying consolidated financial statements
contain all necessary adjustments, consisting primarily of normal recurring
accruals, to present fairly the results of operations, financial position,
changes in shareholder's equity, and cash flows of PLM Financial Services, Inc.
and its wholly-owned subsidiaries (FSI or the Company). The subsidiaries are:
PLM Transportation Equipment Corporation (TEC) and its subsidiary, TEC Acquisub,
Inc. (TEC Acquisub); and PLM Investment Management, Inc. (IMI). All significant
intercompany accounts and transactions among the consolidated group have been
eliminated.
On February 1, 1988, the capital stock of FSI, PLM Railcar Management Services,
Inc., Transportation Equipment Management, Inc., and the transportation
equipment and other assets, subject to related liabilities, of 21 public
partnerships (PLM Transportation Equipment Partners I through VIIA and VIII)
sponsored by FSI were acquired by PLM International, Inc., (PLM International,
PLMI, or the Parent) a newly formed Delaware corporation, in return for its
stock, cash, and contingent cash rights to additional cash. As a result of this
exchange (Consolidation), FSI became a wholly-owned subsidiary of PLM
International.
These financial statements have been prepared on the accrual basis of accounting
in accordance with generally accepted accounting principles. This requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
EQUIPMENT
Trailer equipment held for operating lease is stated at cost. Depreciation is
computed on the straight-line method down to the equipment's estimated salvage
value, utilizing the estimated useful lives between 10 to 12 years. Salvage
values for trailer equipment are 20% of original equipment cost.
In accordance with Financial Accounting Standards Board (FASB) Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," the Company
reviews the carrying value of its equipment at least quarterly and whenever
circumstances indicate that the carrying value of an asset may not be
recoverable. If projected undiscounted future cash flows and fair values are
lower than the carrying value of the equipment, a loss on revaluation is
recorded based upon the estimated fair value of the asset. There were no losses
on revaluations of equipment recorded during 1999.
Repairs and maintenance costs are usually the obligation of the Company. Repair
and maintenance expenses were $0.2 million for 1999.
Investment in and Management of Equipment Growth Funds, Other Limited
Partnerships, and Private Placements
FSI earns revenues in connection with the management of the limited partnerships
and private placement programs. Equipment acquisition and lease negotiation fees
are generally earned through the purchase and initial lease of equipment, and
are generally recognized as revenue when the Company completes substantially all
of the services required to earn the fees, typically when binding commitment
agreements are signed.
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
INVESTMENT IN AND MANAGEMENT OF EQUIPMENT GROWTH FUNDS, OTHER LIMITED
PARTNERSHIPS, AND PRIVATE PLACEMENTS (CONTINUED)
Management fees are earned for managing the equipment portfolios and
administering investor programs as provided for in various agreements, and are
recognized as revenue as they are earned.
As compensation for organizing a partnership investment program, the Company was
granted an interest (between 1% and 5%) in the earnings and cash distributions
of the program, in which PLM Financial Services, Inc. (FSI) is the General
Partner. The Company recognizes as partnership interests its equity interest in
the earnings of the partnerships, after adjusting such earnings to reflect the
effect of allocations of the programs' gross income allowed under the respective
partnership agreements.
The Company also recognizes as income its interest in the estimated net residual
value of the assets of the partnerships as they are purchased. The amounts
recorded are based on management's estimate of the net proceeds to be
distributed upon disposition of the partnerships' equipment at the end of the
respective partnerships. As assets are purchased by the partnerships, these
residual value interests are recorded in other fees at the present value of the
Company's share of estimated disposition proceeds. FSI has not recorded any such
residual income since 1997 at which point the partnerships had invested all
original capital. Special distributions received by the Company resulting from
the sale of equipment are treated as recoveries of its equity interest in the
partnership until the recorded residual is eliminated. Any additional
distributions received are treated as residual interest income.
FSI is also entitled to reimbursement from the investment programs for providing
certain administrative services.
In accordance with certain investment program and partnership agreements, the
Company received reimbursement for offering costs incurred during the offering
period. The reimbursement was between 1.5% and 3% of the equity raised. In the
event offering costs incurred by the Company, as defined by the partnership
agreement, exceeded amounts allowed, the excess costs were capitalized as an
additional investment in the related partnership and are being amortized until
the projected start of the liquidation phase of the partnership. These
additional investments are reflected as equity interest in affiliates in the
accompanying consolidated balance sheets.
INVESTMENT IN AND MANAGEMENT OF LIMITED LIABILITY COMPANY
From May 1995 through May 1996, Professional Lease Management Income Fund I, LLC
(Fund I), a limited liability company with a no front-end fee structure, was
offered as an investor program. The Company serves as the Manager for the
program. No compensation was paid to FSI or any of its subsidiaries for the
organization and syndication of interests, the acquisition of equipment, the
negotiation of leases, or the placement of debt. FSI funded the costs of
syndication and offering through the use of operating cash and has capitalized
these costs as its investment in Fund I. The Company is amortizing its
investment in Fund I over eight years to the beginning of the liquidation period
of Fund I in 2003.
In return for its investment, FSI is generally entitled to a 15% interest in the
cash distributions and earnings of Fund I, subject to certain allocation
provisions. FSI's interest in the cash distributions and earnings of Fund I will
increase to 25% after the investors have received distributions equal to their
invested capital. FSI is
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
INVESTMENT IN AND MANAGEMENT OF LIMITED LIABILITY COMPANY (CONTINUED)
entitled to monthly fees for equipment management services and reimbursement for
providing certain administrative services.
FSI also recognizes as income its interest in the estimated net residual value
of the assets of Fund I purchased with the proceeds from the offering of the
Fund. The amounts recorded are based on management's estimate of the net
proceeds to be distributed upon disposition of the program's equipment at the
end of the program. As assets are purchased by Fund I, these residual value
interests are recorded in partnership interests and other fees at the present
value of FSI's share of estimated disposition proceeds. Special distributions
resulting from the sale of equipment received by FSI are treated as recoveries
of its equity interest in the program until the recorded residual is eliminated.
Any additional distributions received are treated as residual interest income.
RESIDUAL INTERESTS
The Company has residual interests in equipment owned by the managed programs,
which are recorded as equity interest in affiliates. As required by FASB
Technical Bulletin 1986-2, the discount on the Company's residual value
interests in the equipment owned by the managed programs is not accreted over
the holding period. Residual interests in equipment on finance leases are
included in investment in direct finance leases, net. The Company reviews the
carrying value of its residual interests quarterly or whenever circumstances
indicate that the carrying value of an asset may not be recoverable in relation
to expected future market values for the equipment in which it holds residual
interests for the purpose of assessing recoverability of recorded amounts.
INCOME TAXES
The Company recognizes income tax expense using the liability method. Deferred
taxes are recognized for tax consequences of "temporary differences" by applying
enacted statutory tax rates applicable to future years to differences between
the financial statement carrying amounts and the tax bases of existing assets
and liabilities. FSI is included in the consolidated federal and certain
combined state income tax returns of PLM International. FSI provides income tax
expense using a combined federal and state tax rate applied to pre-tax earnings.
FSI's tax provision is calculated on a separate return basis. The current
provision of $1.4 million for 1999 was paid to PLM International.
Deferred income taxes arise primarily because of differences in the timing of
reporting transportation equipment depreciation, partnership income, and certain
reserves for financial statement and income tax reporting purposes.
CASH AND CASH EQUIVALENTS
The Company considers highly liquid investments readily convertible into known
amounts of cash with original maturities of 90 days or less as cash equivalents.
2. RESTRICTED CASH
Restricted cash consists of a collateral account subject to withdrawal
restrictions per the senior secured notes agreement. The agreement requires
substantially all management fees, acquisition and lease negotiation fees, data
processing fees, and partnership distributions to be deposited into a collateral
bank account, to the extent required to meet certain debt requirements or to
reduce the outstanding note balance (refer to Note 8).
<PAGE>
2. RESTRICTED CASH (continued)
Management fees can be withdrawn from the account monthly if the collateral
account amount is at certain defined levels. All of the cash is released
quarterly when the principal and interest payment is made.
3. ASSETS HELD FOR SALE
During 1999, the Company purchased and sold $21.8 million in marine containers
to affiliated programs at cost, which approximated their fair market value.
The Company had no equipment held for sale as of December 31, 1999.
4. EQUITY INTEREST IN AFFILIATES
As of December 31, 1999, FSI was the General Partner or manager in 11 investment
programs. Distributions of the programs are allocated as follows: 99% to the
limited partners and 1% to the General Partner in PLM Equipment Growth Fund (EGF
I), PLM Passive Income Investors 1988, and PLM Passive Income Investors 1988-II;
95% to the limited partners and 5% to the General Partner in EGFs II, III, IV,
V, VI, PLM Equipment Growth & Income Fund VII (EGF VII); 85% to the members and
15% to the manager in Professional Lease Management Income Fund I (Fund I). Net
income is allocated to the General Partner subject to certain allocation
provisions. FSI also receives a management fee on a per car basis at a fixed
rate each month, plus an incentive management fee equal to 15% of "Net Earnings"
over $750 per car per quarter from Covered Hopper Program 1979-1. The Company's
interest in the cash distributions of Fund I will increase to 25% after the
investors have received distributions equal to their invested capital.
Summarized combined financial data as of December 31, 1999, for these
affiliates, reflecting straight-line depreciation, is as follows (in thousands
of dollars and unaudited):
Financial position at December 31, 1999:
Cash and other assets $ 40,129
Transportation equipment and other assets,
net of accumulated depreciation of $163,926 in 1999 473,973
-------------
Total assets 514,102
Less liabilities, primarily long-term financings 118,409
-------------
Partners' equity $ 395,693
=============
PLM International's share thereof,
Recorded as equity interest in affiliates: $ 18,145
=============
<PAGE>
4. EQUITY INTEREST IN AFFILIATES (continued)
Revenue from equipment leases and other $ 165,682
Equipment depreciation (68,650)
Equipment operating expenses (14,605)
Repairs and maintenance expenses (20,863)
Interest expenses (8,938)
Minority interests (8,403)
Other costs and expenses (16,387)
Reduction in carrying value of certain assets (10,397)
Cumulative effect of accounting change (132)
--------------
Net income before provision for income taxes $ 17,307
==============
FSI's share of partnership interests
and other fees $ 658
==============
Distributions received $ 4,448
==============
Most of the limited partnership agreements contain provisions for allocations of
the programs' gross income.
While none of the partners, including the general partner, are liable for
partnership borrowings, and while the general partner maintains insurance
against liability for bodily injury, death and property damage for which a
partnership may be liable, the general partner may be contingently liable for
nondebt claims against the partnership that exceed asset values.
5. EQUIPMENT HELD FOR OPERATING LEASES
As of December 31, 1999, there was no transportation equipment held for
operating leases. During 1999, the Company purchased trailers for $0.2 million,
disposed of trailers of $16.4 million. During 1999, the Company had trailer
equipment operated in short-term rental yards operated by PLM Rental Inc., a
wholly owned subsidiary of PLM International, Inc., doing business as PLM
Trailer Leasing. Per diem and short-term rentals consisting of utilization rate
lease payments included in revenue amounted to approximately $1.9 million in
1999.
6. OTHER ASSETS, NET
Other assets, net consists of the following as of December 31, 1999 (in
thousands of dollars):
Furniture, fixtures, and equipment, net of accumulated
depreciation of $928 $ 532
Prepaid expenses 328
Software, net of accumulated amortization of $49 98
Loan fees, net of accumulated amortization of $135 97
-----------
Total other assets, net $ 1,055
===========
7. WAREHOUSE CREDIT FACILITY
This $24.5 million facility, which is shared with Equipment Growth Fund VI (EGF
VI), Equipment Growth & Income Fund VII (EGFs VII), and Professional Lease
Management Income Fund I (Fund I), allows the Company to purchase equipment
prior to its designation to a specific program or prior to obtaining permanent
financing. Total borrowings for trailer equipment are limited to $12.0 million.
Borrowings under this facility by the other eligible borrowers reduce the amount
available to be borrowed by the Company. All borrowings under this facility are
guaranteed by the Company. This facility provides 80% financing for assets. The
Company can hold transportation assets under this facility for up to 150 days.
Interest accrues at prime or LIBOR plus 162.5 basis points, at the option of the
Company. The weighted-average interest rates on the
<PAGE>
7. WAREHOUSE CREDIT FACILITY (continued)
Company's warehouse credit facility was 6.72% for 1999. On December 10, 1999,
the Company amended FSI's warehouse credit facility to extend the facility to
June 30, 2000. As of December 31, 1999, the Company had no borrowings
outstanding under this facility and there were no other borrowings outstanding
under this facility by any other eligible borrower. As of March 17, 2000, the
Company had no borrowings outstanding under this facility by other eligible
borrowers. There were no other borrowings outstanding under this facility by
other eligible borrowers. The Company believes it will be able to renew this
facility on substantially the same terms upon its expiration.
8. SENIOR SECURED NOTES AGREEMENT
The Company has a floating rate senior secured note agreement, which allowed the
Company to draw down on this facility up to $27.0 million through June 1997. In
1998, the Company's senior secured notes agreement was amended, allowing the
Company to borrow an additional $10.0 million under the facility. During 1999,
the Company repaid $7.5 million on this facility. The facility bears interest at
LIBOR plus 240 basis points. As of December 31, 1999, the Company had $20.7
million outstanding under this agreement. As of March 17, 2000, the Company had
$18.8 million outstanding under this agreement. The Company has pledged
substantially all of its future management fees, acquisition and lease
negotiation fees, data processing fees, and partnership distributions as
collateral to the facility. The facility required quarterly interest-only
payments through August 15, 1997, with principal plus interest payments
beginning November 15, 1997. Principal payments of $1.9 million are payable
quarterly through termination of the loan on August 15, 2002.
The note agreement contains financial covenants related to net worth and ratios
for leverage. In addition, there are restrictions on payment of dividends and
certain investments, as defined. The Company is not in compliance with this
covenant as virtually all of the pledged equipment are trailers. The lender has
verbally waived this covenant and is expected to waive it in the future.
As of December 31, 1999, the Company estimates that the fair market value of the
$20.7 million floating rate senior secured notes approximates the outstanding
balance due to the floating rate of interest.
Scheduled principal payments on the senior secured notes are (in thousands of
dollars):
2000 $ 7,520
2001 7,520
2002 5,639
-- ----------
Total $ 20,679
==========
9. INCOME TAXES
The provision for income taxes for the year ended December 31, 1999 consists of
the following (in thousands of dollars):
Federal State Total
-------------------------------------------
Current $ 2,606 $ 678 $ 3,284
Deferred (1,523) (369) (1,892)
===========================================
$ 1,083 $ 309 $ 1,392
===========================================
Amounts are based upon estimates and assumptions as of the date of this report
and could vary significantly from amounts shown on the tax returns ultimately
filed.
<PAGE>
9. INCOME TAXES (continued)
Components of the deferred tax benefit are as follows for the year ending
December 31, 1999 (in thousands of dollars):
Partnership income and other interests $ 1,727
Transportation equipment, principally differences in depreciation (151)
State taxes 102
Other 214
============
Total $ 1,892
============
The tax effects of temporary differences that give rise to significant portions
of the deferred tax (assets) and liabilities as of December 31, 1999 are
presented below (in thousands of dollars):
Partnership interests $ 2,673
Transportation equipment, principally differences in depreciation (1,187)
State taxes (295)
Other 122
============
Total deferred tax liabilities $ 1,313
============
Amounts reported on the federal and state income tax returns of FSI and
subsidiaries are included in the consolidated tax returns filed by the Parent.
The above amounts have been computed on a separate company basis.
Management has reviewed all established tax interpretations of items reflected
in its consolidated tax returns and believes that these interpretations do not
require valuation allowances as described in SFAS No. 109.
10. TRANSACTIONS WITH AFFILIATES
PLM International and its various subsidiaries, including FSI, incur costs
associated with management, accounting, legal, data processing, and other
general and administrative activities. Direct costs are charged directly to the
Company as incurred. Indirect costs are allocated among FSI, PLM International,
and other subsidiaries of PLM International, using an allocation method that
management believes is reasonable when compared to business activities.
FSI charged the investment programs for certain reimbursable expenses allowed
for in the partnership agreements. FSI was reimbursed approximately $2.0 million
for these expenses in 1999.
FSI directs cash transfers to and from PLM International and affiliates to
reimburse expenses paid by one member of the group for the benefit of another.
Income taxes, general and administrative expense allocations and cash advances
between PLM International and FSI affect the net receivable/payable from/to
Parent and affiliated entities.
<PAGE>
11. LITIGATION
PLM International, the Company and various of its wholly owned subsidiaries are
named as defendants in a lawsuit filed as a purported class action in January
1997 in the Circuit Court of Mobile County, Mobile, Alabama, Case No. CV-97-251
(the Koch action). The named plaintiffs are six individuals who invested in PLM
Equipment Growth Fund IV (Fund IV), PLM Equipment Growth Fund V (Fund V), PLM
Equipment Growth Fund VI (Fund VI), and PLM Equipment Growth & Income Fund VII
(Fund VII) (the Partnerships), each a California limited partnership for which
the Company's wholly owned subsidiary, PLM Financial Services, Inc. (FSI), acts
as the General Partner. The complaint asserts causes of action against all
defendants for fraud and deceit, suppression, negligent misrepresentation,
negligent and intentional breaches of fiduciary duty, unjust enrichment,
conversion, and conspiracy. Plaintiffs allege that each defendant owed
plaintiffs and the class certain duties due to their status as fiduciaries,
financial advisors, agents, and control persons. Based on these duties,
plaintiffs assert liability against defendants for improper sales and marketing
practices, mismanagement of the Partnerships, and concealing such mismanagement
from investors in the Partnerships. Plaintiffs seek unspecified compensatory
damages, as well as punitive damages, and have offered to tender their limited
partnership units back to the defendants.
In March 1997, the defendants removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama, Southern
Division (Civil Action No. 97-0177-BH-C) (the court) based on the court's
diversity jurisdiction. In December 1997, the court granted defendants motion to
compel arbitration of the named plaintiffs' claims, based on an agreement to
arbitrate contained in the limited partnership agreement of each Partnership.
Plaintiffs appealed this decision, but in June 1998 voluntarily dismissed their
appeal pending settlement of the Koch action, as discussed below.
In June 1997, the Company and the affiliates who are also defendants in the Koch
action were named as defendants in another purported class action filed in the
San Francisco Superior Court, San Francisco, California, Case No. 987062 (the
Romei action). The plaintiff is an investor in Fund V, and filed the complaint
on her own behalf and on behalf of all class members similarly situated who
invested in the Partnerships. The complaint alleges the same facts and the same
causes of action as in the Koch action, plus additional causes of action against
all of the defendants, including alleged unfair and deceptive practices and
violations of state securities law. In July 1997, defendants filed a petition
(the petition) in federal district court under the Federal Arbitration Act
seeking to compel arbitration of plaintiff's claims. In October 1997, the
district court denied the Company's petition, but in November 1997, agreed to
hear the Company's motion for reconsideration. Prior to reconsidering its order,
the district court dismissed the petition pending settlement of the Romei
action, as discussed below. The state court action continues to be stayed
pending such resolution.
In February 1999 the parties to the Koch and Romei actions agreed to settle the
lawsuits, with no admission of liability by any defendant, and filed a
Stipulation of Settlement with the court. The settlement is divided into two
parts, a monetary settlement and an equitable settlement. The monetary
settlement provides for a settlement and release of all claims against
defendants in exchange for payment for the benefit of the class of up to $6.6
million. The final settlement amount will depend on the number of claims filed
by class members, the amount of the administrative costs incurred in connection
with the settlement, and the amount of attorneys' fees awarded by the court to
plaintiffs' attorneys. The Company will pay up to $0.3 million of the monetary
settlement, with the remainder being funded by an insurance policy. For
settlement purposes, the monetary settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer or assignment any units in the Partnerships between May 23, 1989 and
June 29, 1999. The monetary settlement, if approved, will go forward regardless
of whether the equitable settlement is approved or not.
<PAGE>
11. LITIGATION (continued)
The equitable settlement provides, among other things, for: (a) the extension
(until January 1, 2007) of the date by which FSI must complete liquidation of
the Partnerships' equipment, (b) the extension (until December 31, 2004) of the
period during which FSI can reinvest the Partnerships' funds in additional
equipment, (c) an increase of up to 20% in the amount of front-end fees
(including acquisition and lease negotiation fees) that FSI is entitled to earn
in excess of the compensatory limitations set forth in the North American
Securities Administrator's Association's Statement of Policy; (d) a one-time
repurchase by each of Funds V, VI and VII of up to 10% of that partnership's
outstanding units for 80% of net asset value per unit; and (e) the deferral of a
portion of the management fees paid to an affiliate of FSI until, if ever,
certain performance thresholds have been met by the Partnerships. Subject to
final court approval, these proposed changes would be made as amendments to each
Partnership's limited partnership agreement if less than 50% of the limited
partners of each Partnership vote against such amendments. The limited partners
will be provided the opportunity to vote against the amendments by following the
instructions contained in solicitation statements that will be mailed to them
after being filed with the Securities and Exchange Commission. The equitable
settlement also provides for payment of additional attorneys' fees to the
plaintiffs' attorneys from Partnership funds in the event, if ever, that certain
performance thresholds have been met by the Partnerships. The equitable
settlement class consists of all investors, limited partners, assignees or unit
holders who on June 29, 1999 held any units in Funds V, VI, and VII, and their
assigns and successors in interest.
The court preliminarily approved the monetary and equitable settlements in June
1999. The monetary settlement remains subject to certain conditions, including
notice to the monetary class and final approval by the court following a final
fairness hearing. The equitable settlement remains subject to certain
conditions, including: (a) notice to the equitable class, (b) disapproval of the
proposed amendments to the partnership agreements by less than 50% of the
limited partners in one or more of Funds V, VI, and VII, and (c) judicial
approval of the proposed amendments and final approval of the equitable
settlement by the court following a final fairness hearing. No hearing date is
currently scheduled for the final fairness hearing. The Company continues to
believe that the allegations of the Koch and Romei actions are completely
without merit and intends to continue to defend this matter vigorously if the
monetary settlement is not consummated.
The Company is involved as plaintiff or defendant in various other legal actions
incidental to its business. Management does not believe that any of these
actions will be material to the financial condition of the Company.
12. SHAREHOLDER'S EQUITY
The Company has 20,000 shares of preferred stock authorized, and none
outstanding as of December 31, 1999.
The Company has 10 million shares of common stock authorized, and 1,000 shares
issued and outstanding at paid-in amounts as of December 31, 1999. All 1,000
shares are owned by the Parent.
13. OFF-BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK
Off-Balance Sheet Risk: As of December 31, 1999, management believes the Company
had no significant off balance-sheet risk.
Concentrations of Credit Risk: Financial instruments which potentially subject
the Company to concentrations of credit risk consist principally of temporary
cash investments and transactions with affiliated entities. Concentrations of
credit risk with respect to trade receivables are limited due to the large
number of customers and their dispersion across different business and
geographic areas. The Company's involvement with management of the receivables
from affiliated entities limits the amount of credit exposure from these
entities.
<PAGE>
13. OFF-BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK (continued)
As of December 31, 1999, management believes the Company had no significant
concentrations of credit risk.
14. PROFIT SHARING AND 401(k) PLAN
Since February 1996, the Company has participated in the PLM International, Inc.
Profit Sharing and 401(k) Plan (the Plan). The Plan provides for deferred
compensation as described in Section 401(k) of the Internal Revenue Code. The
Plan is a contributory plan available to essentially all full-time employees of
the Company. In 1999, employees who participated in the Plan could elect to
defer and contribute to the trust established under the Plan up to 9% of pretax
salary or wages up to $10,000. The Company matched up to a maximum of $4,000 of
employees' 401(k) contributions in 1999 to vest in four equal installments over
a four-year period. The Company's total 401(k) contribution was $0.1 million for
1999.
During 1999, the Parent accrued discretionary profit-sharing contributions equal
to approximately 2% of pretax profit. Profit-sharing contributions are allocated
equally among the number of eligible Plan participants. The Company's portion of
the total profit-sharing contributions was $0.1 million for 1999.
15. EFFECTS OF YEAR 2000
To date, the Company has not experienced any material Year 2000 issues with
either its internally developed software or purchased software. In addition, to
date the Company has not been impacted by any Year 2000 problems that may have
impacted our customers and suppliers. The amount the Company has spent related
to Year 2000 issues has not been material. The Company continues to monitor its
systems for any potential Year 2000 issues.
<PAGE>
PLM FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
UNAUDITED
<TABLE>
<CAPTION>
ASSETS
March 31, December 31,
2000 1999
--------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 8,199 $ 13,276
Restricted cash 645 988
Receivables (net of allowance for doubtful accounts
of $34 at March 31, 2000 and $49 at December 31, 1999) 425 764
Receivables from affiliated entities 4,248 2,962
Equity interest in affiliates 18,165 18,145
Transportation equipment held for operating lease 2,454 --
Less: accumulated depreciation (38) --
---------------------------------
2,416 --
Other assets, net 873 1,055
----------------------------------
Total assets $ 34,971 $ 37,190
==================================
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Senior secured notes $ 18,799 $ 20,679
Accounts payable 388 436
Other accrued expenses 916 884
Deferred income taxes 942 1,313
----------------------------------
Total liabilities 21,045 23,312
----------------------------------
Shareholder's Equity:
Preferred stock, 20,000 shares authorized, none outstanding -- --
Common stock, 10 million shares authorized,
1,000 shares issued and outstanding at paid-in amount 10,959 10,959
Retained earnings 2,967 2,919
----------------------------------
Total shareholder's equity 13,926 13,878
----------------------------------
Total liabilities and shareholder's equity $ 34,971 $ 37,190
==================================
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
PLM FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31,
(in thousands of dollars)
UNAUDITED
<TABLE>
<CAPTION>
2000 1999
---------------------------
Revenues:
<S> <C> <C>
Management fees $ 1,984 $ 2,153
Partnership interests and other fees 281 290
Acquisition and lease negotiation fees 19 461
Operating lease income 76 912
Other 330 351
----------------------------
Total revenues 2,690 4,167
----------------------------
Costs and expenses:
Operations support 757 871
General and administrative 1,298 1,053
Depreciation and amortization 132 417
-----------------------------
Total costs and expenses 2,187 2,341
-----------------------------
Operating income 503 1,826
Interest expense (431) (587)
Interest income 13 24
-----------------------------
Income before income taxes 85 1,263
Provision for income taxes 37 518
----------------------------
Net income $ 48 $ 745
============================
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
PLM FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
For the Year Ended December 31, 1999
and the Three Months Ended March
31, 2000 (in thousands of dollars)
UNAUDITED
<TABLE>
<CAPTION>
Total
Common Retained Shareholder's
Stock Earnings Equity
-------------------------------------------------------
<S> <C> <C> <C>
Balances, December 31, 1998 $ 10,959 $ 851 $ 11,810
Net income - 2,068 2,068
-------------------------------------------------------
Balances, December 31, 1999 10,959 2,919 13,878
Net income - 48 48
------------------------------------------------------
Balances, March 31, 2000 $ 10,959 $ 2,967 $ 13,926
======================================================
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
PLM FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31,
(in thousands of dollars)
UNAUDITED
<TABLE>
<CAPTION>
2000 1999
-------------------------------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 48 $ 745
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 132 417
Equity income (less than) in excess of cash received (244) 82
Amortization of goodwill related to the investment programs 224 709
Decrease (increase) in receivables, net 339 (65)
(Increase) decrease in receivables from affiliated entities (1,286) 178
Decrease in other assets 90 170
Decrease in accounts payable (48) (11)
Increase in other accrued expenses 32 5
Decrease in payable to Parent -- (509)
Deferred income tax (37) (364)
--------------------------------------
Net cash (used in) provided by operating activities (1,084) 1,357
--------------------------------------
Investing activities
Purchase of transportation equipment and capitalized improvements (2,454) (138)
Sale of transportation equipment -- 2,372
Purchase of assets held for sale -- (13,801)
Proceeds from the sale of assets held for sale -- 6,960
Purchase of property, plant, and equipment (2) (378)
--------------------------------------
Net cash used in investing activities (2,456) (4,985)
--------------------------------------
Financing activities
Decrease (increase) in restricted cash 343 (371)
Borrowings under warehouse credit facility 1,200 17,126
Repayment under warehouse credit facility (1,200) (5,855)
Repayment of senior secured notes (1,880) (1,880)
--------------------------------------
Net cash (used in) provided by financing activities (1,537) 9,020
--------------------------------------
Net (decrease) increase in cash and cash equivalents (5,077) 5,392
Cash and cash equivalents at beginning of year 13,276 --
======================================
Cash and cash equivalents at end of period $ 8,199 $ 5,392
======================================
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
PLM FINANCIAL SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
1. GENERAL
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all necessary adjustments, consisting primarily of normal
recurring accruals, to present fairly PLM Financial Services, Inc. and its
wholly-owned subsidiaries (FSI or the Company's) financial position as of
December 31, 1999 and March 31, 2000, statements of income for the three months
ended March 31, 1999 and 2000, statements of changes in shareholder's equity for
the year ended December 31, 1999 and the three months ended March 31, 2000 and
statements of cash flows for the three months ended March 31, 1999 and 2000.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted from the accompanying consolidated financial
statements. For further information, reference should be made to the financial
statements and notes thereto for the year ended December 31, 1999 which are
included with the materials mailed with this proxy statement.
2. WAREHOUSE CREDIT FACILITY
This $24.5 million facility, which is shared with Equipment Growth Fund VI (EGF
VI), Equipment Growth & Income Fund VII (EGFs VII), and Professional Lease
Management Income Fund I (Fund I), allows the Company to purchase equipment
prior to its designation to a specific program or prior to obtaining permanent
financing. Total borrowings for trailer equipment are limited to $12.0 million.
Borrowings under this facility by the other eligible borrowers reduce the amount
available to be borrowed by the Company. All borrowings under this facility are
guaranteed by the Company. This facility provides 80% financing for assets. The
Company can hold transportation assets under this facility for up to 150 days.
Interest accrues at prime or LIBOR plus 162.5 basis points, at the option of the
Company. The weighted-average interest rates on the Company's warehouse credit
facility was 6.72% for 1999. On December 10, 1999, the Company amended FSI's
warehouse credit facility to extend the facility to June 30, 2000. As of
December 31, 1999, the Company and other eligible borrower had no borrowings
outstanding under this facility. The Company has been notified that this
facility will not be renewed upon its expiration. Currently, the Company is
setting up a new credit facility and will be obtained by June 30, 2000.
As of March 31, 2000, the Company and other eligible borrowers had no borrowings
outstanding under this facility.
3. SENIOR SECURED NOTES AGREEMENT
The Company has a floating rate senior secured note agreement, which allowed the
Company to draw down on this facility up to $27.0 million through June 1997. In
1998, the Company's senior secured notes agreement was amended, allowing the
Company to borrow an additional $10.0 million under the facility. During 1999,
the Company repaid $7.5 million on this facility. The facility bears interest at
LIBOR plus 240 basis points. As of December 31, 1999, the Company had $20.7
million outstanding under this agreement. The Company has pledged substantially
all of its future management fees, acquisition and lease negotiation fees, data
processing fees, and partnership distributions as collateral to the facility.
The facility required quarterly interest-only payments through August 15, 1997,
with principal plus interest payments beginning November 15, 1997. Principal
payments of $1.9 million are payable quarterly through termination of the loan
on August 15, 2002.
The note agreement contains financial covenants related to net worth and ratios
for leverage. In addition, there are restrictions on payment of dividends and
certain investments, as defined. The Company is not in compliance with this
covenant as virtually all of the pledged equipment are trailers. The lender has
verbally waived this covenant and is expected to waive it in the future.
As of March 31, 2000, the Company estimates that the fair market value of the
$18.8 million floating rate senior secured notes approximates the outstanding
balance due to the floating rate of interest.
3. SENIOR SECURED NOTES AGREEMENT (continued)
Scheduled principal payments on the senior secured notes are (in thousands of
dollars):
Remainder of 2000 $ 5,640
2001 7,520
2002 5,639
=============
Total $ 18,799
=============
4. TRANSACTIONS WITH AFFILIATES
PLM International and its various subsidiaries, including FSI, incur costs
associated with management, accounting, legal, data processing, and other
general and administrative activities. Direct costs are charged directly to the
Company as incurred. Indirect costs are allocated among FSI, PLM International,
and other subsidiaries of PLM International, using an allocation method that
management believes is reasonable when compared to business activities.
FSI charged the investment programs for certain reimbursable expenses allowed
for in the partnership agreements. FSI was reimbursed approximately $1.2 million
and $0.6 million for these expenses for the three months ended March 31, 2000
and 1999.
FSI directs cash transfers to and from PLM International and affiliates to
reimburse expenses paid by one member of the group for the benefit of another.
Income taxes, general and administrative expense allocations and cash advances
between PLM International and FSI affect the net receivable/payable from/to
Parent and affiliated entities.
<PAGE>
APPENDIX D
VOTING FORM
FUND VII
IF YOU APPROVE OF THE AMENDMENTS TO THE PARTNERSHIP AGREEMENT, YOU DO
NOT NEED TO COMPLETE AND SUBMIT THIS FORM. YOU NEED DO NOTHING TO INDICATE YOUR
APPROVAL, BUT CAN VOTE IN FAVOR OF THE AMENDMENTS AND RETURN THIS FORM IF YOU
WISH. THIS FORM NEED BE USED ONLY BY PERSONS WHO WISH TO VOTE AGAINST ONE OR
MORE OF THE AMENDMENTS TO THE PARTNERSHIP AGREEMENT.
The undersigned limited partner hereby votes as follows with respect to
the proposed amendment(s) of the Partnership Agreement, as more fully described
in the solicitation statement dated __________________, 2000.
--------------------------------------------------------------------------------
Number of units held by voting limited partner: ________________________________
Yes No Abstain
Amendment No. I ___ ___ ___
Amendment No. II ___ ___ ___
Amendment No. III ___ ___ ___
Amendment No. IV ___ ___ ___
Amendment No. V ___ ___ ___
Amendment No. VI ___ ___ ___
Amendment No. VII ___ ___ ___
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Address of Limited Partner:___________________________________________
Social Security or Taxpayer Identification No.:_______________________
I/we hereby certify that the foregoing information is complete and accurate.
__________________________________________________________________________
Print or type name of limited partner(s) as it appears on the most recent
account statement.
__________________________________________________________________________
Signature of Limited Partner Date
___________________________________________________________________________
Signature of Co-Owner Date
<PAGE>
YOU MUST PROVIDE ALL OF THE INFORMATION REQUESTED ABOVE IN ORDER TO
SUBMIT A VALID VOTE AGAINST ANY OF THE AMENDMENTS TO THE PARTNERSHIP AGREEMENT.
The deadline for submission of this Voting Form is
____________________, 2000.
VOTING NOTICES SHOULD BE SENT TO:
Gilardi & Co.
1115 Magnolia Avenue
Larkspur, CA 94977
