Rule 424(b)(3)
Registration No. 33-94458
ICON Cash Flow Partners L.P. Seven
A Delaware Limited Partnership
$1,200,000
12,000 Units Minimum Offering
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Supplement No. 3 dated August 21, 1996
to Prospectus dated November 9, 1995, as supplemented by
Supplement No. 1 dated December 28, 1995
and Supplement No. 2 dated July 26, 1996
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On August 20, 1996, ICON Holdings Corp. ("ICON Holdings") acquired ICON
Capital Corp., the general partner (the "General Partner") of ICON Cash Flow
Partners L.P. Seven, and ICON Securities Corp. (the "Dealer-Manager"). ICON
Holdings is a joint venture between Summit Asset Holding L.L.C., a subsidiary of
a diversified financial and business services group based in the United Kingdom,
and Warrenton Capital Partners L.L.C., which was formed by two of the founders
of Griffin Equity Partners, Inc., a U.S. company engaged in the acquisition of
leases and lease portfolios. In connection with the acquisition, the following
changes have been made in the management of the General Partner and the
Dealer-Manager:
o Beaufort J. B. Clarke has become the President and Chief Executive
Officer of both the General Partner and the Dealer-Manager. Prior to
his present position, Mr. Clarke, age 49, was founder and the
President and Chief Executive Officer of Griffin Equity Partners, Inc.
Mr. Clarke formerly was an attorney with Shearman and Sterling and has
over 20 years of senior management experience in the U.S. leasing
industry.
o Thomas W. Martin has become the Executive Vice President of both the
General Partner and the Dealer-Manager. Prior to his present position,
Mr. Martin, age 42, was the Executive Vice President and Chief
Financial Officer of Griffin Equity Partners, Inc. Mr. Martin has over
12 years of senior management experience in the leasing business,
particularly in the are of syndication.
o Gary N. Silverhardt, formerly Vice President and Controller of the
General Partner, has become the Chief Financial Officer of the General
Partner.
The Board of Directors of the General Partner and the Dealer-Manager now
consist of Neil A. Roberts, who is the Chairman, Mr. Clarke, Mr. Martin and
Timothy R. Spring. Mr. Roberts, age 47, has been the Managing Director of Summit
Asset Management Limited, a subsidiary of The Summit Group PLC, since 1991. Mr.
Roberts has over 25 years of experience in the leasing and finance business,
including positions with Kleinwort Benson Group, the United Kingdom subsidiary
of Hongkong and Shanghai Banking Corporation, and Chemical Bank. Mr. Spring is a
Director of Summit Asset Management Limited.
Peter D. Beekman, Cortes E. DeRussy, Charles Duggan and Susan H. Beekman
have resigned their positions with the General Partner, and Peter D. Beekman and
Susan H. Beekman have resigned their positions with the Dealer-Manager.
In partial payment of the purchase price for the acquisition, ICON Holdings
issued a promissory note to Peter D. Beekman, the seller, which is guaranteed by
the General Partner and the Dealer-Manager and secured by a pledge of the
capital stock of the General Partner and the Dealer-Manager held by ICON
Holdings and by certain fees payable to the General Partner and the
Dealer-Manager.
The acquisition of the General Partner will not result in any change in
the investment objectives or policies of the Partnership, nor has there been any
change in the terms of the Partnership Agreement or the plan of distribution for
the Units.
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